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Brigade Enterprises Ltd.

BSE: 532929 Sector: Infrastructure
NSE: BRIGADE ISIN Code: INE791I01019
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OPEN 125.00
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VOLUME 348
52-Week high 255.00
52-Week low 107.80
P/E 8.72
Mkt Cap.(Rs cr) 2,488
Buy Price 120.00
Buy Qty 10.00
Sell Price 125.85
Sell Qty 10.00
OPEN 125.00
CLOSE 128.25
VOLUME 348
52-Week high 255.00
52-Week low 107.80
P/E 8.72
Mkt Cap.(Rs cr) 2,488
Buy Price 120.00
Buy Qty 10.00
Sell Price 125.85
Sell Qty 10.00

Brigade Enterprises Ltd. (BRIGADE) - Director Report

Company director report

Dear Members

We have pleasure in presenting the Twenty Third Annual Report on business andoperations of the Company together with the Audited Statement of Accounts for thefinancial year ended March 31 2018.

FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs)

Particulars Standalone Consolidated
2017-18 2016-17 2017-18 2016-17
Total Revenue 136827 158999 194551 205838
Operating Expenditure 86412 109999 134274 144978
Earnings before Interest Depreciation & Amortization 50415 49000 60277 60860
Depreciation & Amortization 6905 7604 13766 12255
Finance Costs 18329 17953 25940 24648
Profit before Tax from Continuing Operations 25181 23443 20571 23957
Expense on Demerger - - 1154 -
Profit before tax and after Exceptional Items 25181 23443 19417 23957
Tax Expense
Current Tax 6755 6111 9778 9267
Deferred tax charge/(credit) 375 797 (3496) (1951)
Profit for the year from Continuing Operations 18051 16535 13135 16641
Discontinued Operations
Profit/Loss from Discontinued Operations - (138) - -
Profit for the Year 18051 16397 13135 16641
Share of profit from associate - - 153 79
Net Profit after taxes & Share of Profit of Associate 18051 16397 13288 16720
Other Comprehensive income (net of tax) 104 32 113 31
Total Comprehensive income for the year 18155 16429 13401 16751
Profit/(loss) attributable to:
Equity holders of the Parent - - 14033 15339
Non-Controlling Interests - - (632) 1412

Details of Appropriations:

(Rs. in Lakhs)

Particulars Standalone Consolidated
2017-18 2016-17 2017-18 2016-17
Surplus in the retained earnings as per last financial statements 78363 62513 71192 56706
Total Comprehensive income for the year (net of Non-controlling interest) 18155 16429 14033 15339
Less: Cash dividends declared and paid
Final Dividend for FY 2016-17 3392 - 3392 -
Less: Tax on dividends paid on Final Dividend 691 - 691 -
Less: Other adjustments (Net) - 579 364 853
Net Surplus in the statement of profit and loss carried forward 92435 78363 80778 71192

FINANCIAL OVERVIEW:

During the financial year 2017-18 the Company has on a standalone basis clocked atotal income of Rs. 136827 Lakhs as compared to Rs. 158999 Lakhs for the previous yearended March 31 2017 a decrease of 14% on a year-on-year basis. Earnings beforeInterestTax Depreciation and Amortization (EBITDA) has increased from Rs. 49000 Lakhsto Rs. 50415 Lakhs an increase of 3%. Total Comprehensive income was at Rs. 18155 Lakhsfor the financial year ended March 31 2018 as compared to Rs. 16429 Lakhs for theprevious year an increase by 11%.

The consolidated revenue for the Company for the financial year 2017-18 was Rs.194551 Lakhs as compared to Rs. 205838 Lakhs in the previous year a decrease of 5% onyear-on-year basis. Earnings before Depreciation Interest Tax and Amortization (EBITDA)marginally decreased from Rs. 60860 Lakhs in the previous year to Rs. 60277 lakhs forthe financial year 2017-18. Total Comprehensive income was at Rs. 13401 Lakhs for thefinancial year ended March 31 2018 as compared to Rs. 16751 Lakhs for the previous yeara decrease by 20%.

SUBSIDIARIES/ JOINT VENTURES AND ASSOCIATES:

The Company had a total of 15 subsidiaries 2 limited liability partnerships and 1associate company as at March 31 2018.

SCHEME OF ARRANGEMENT:

During the Year under review the Scheme of Arrangement between the Company and itsthree wholly owned subsidiaries namely Brigade Hotel Ventures Limited Brigade HospitalityServices Limited and Augusta Club Private Limited for transfer of the "Hotel businessundertaking" Integrated Clubs and Convention Centres business undertaking andAugusta Club business undertaking respectively to the said subsidiaries were approved bythe Secured Creditors Unsecured Creditors and Shareholders of the Company in theirrespective meetings. The appointed date for the Scheme of Arrangement was October 012016. The Hon'ble National Company Law Tribunal Bengaluru passed the Order approving theScheme of Arrangement on March 13 2018. The Order was filed with the Ministry ofCorporate Affairs on April 01 2018. The Scheme of Arrangement will enable focusedapproach for the respective business undertakings for growth and to unlock the intrinsicvalue at the appropriate time.

FINANCIAL STATEMENTS OF SUBSIDIARIES AND ASSOCIATE COMPANIES:

In accordance with the provisions of Section 129 (3) of the Companies Act 2013 readwith SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theconsolidated financial statements have been prepared by the Company which forms part ofthis Annual Report. A statement containing the salient features of the financialstatements of subsidiaries/associates as required in Form AOC 1 is enclosed as Annexure-1to this Report.

TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserves during the financialyear 2017-18.

DIVIDEND:

The Board of Directors of the Company have recommended a dividend of Rs. 2.00 (RupeesTwo only) (20%) per Equity Share of Rs. 10 each which is subject to approval of theShareholders in the ensuing Annual General Meeting of the Company.

The Dividend Distribution Policy of the Company is enclosed as Annexure-2 tothis Report and which is also hosted on the website of the Company (wwwbrigadegroup.com).

FIXED DEPOSITS:

The Company has not accepted any fixed deposits in terms of Chapter V of the CompaniesAct 2013 read with the Companies (Acceptance of Deposit) Rules 2014 during the yearunder review. Accordingly no amount is outstanding as on the balance sheet date.

DEBENTURES:

During the year under review the Company has not issued any Debentures. As on datethe Company does not have any outstanding Debentures.

DEPOSITORY SYSTEM:

Company's equity shares are tradable only in electronic form. As on March 312018 99.99% of the Company's total paid up equity share capital representing 136074104shares are in dematerialised form.

TRANSFER TO INVESTOR PROTECTION FUND:

During the year the Company transferred Rs.130141/- to the Investor Education andProtection Fund the amount in unpaid Dividend Account opened in 2009-10 which was due& payable and remained unclaimed & unpaid for a period of seven years as providedunder Section 124(5) of the Companies Act 2013 read with the Investor Education andProtection Fund Authority (Accounting Auditing Transfer and Refund) Rules 2016. TheCompany pursuant to the circulars issued by Ministry of Corporate Affair under theaforesaid rules mandated the transfer of shares on which dividend has not been paid orclaimed by the shareholders for seven consecutive years or more to the demat account ofthe Investor Education and Protection Fund Authority. The Company has accordinglytransferred 10040 shares to the demat account of the Investor Education and ProtectionFund Authority. The details of the above are provided in the website of the Company atwww.brigadegroup.com.

QUALIFIED INSTITUTIONAL PLACEMENT:

During the year your Company has successfully completed a Qualified InstitutionalPlacement (QIP) raising Rs. 4999999777.50 from Qualified Institutional Buyers by issueof 21978021 equity shares of Rs. 10/- each at an issue price of Rs. 227.50 per equityshare including premium of Rs. 217.50 per share. The monies raised has been utilised inline with the objects to the issue mentioned in the Placement Document.

EMPLOYEE STOCK OPTION SCHEME:

The Employee Stock Option Scheme titled "Brigade Employee Stock Option Plan2011" was rolled out in the financial year 2014-15. Statement giving detailedinformation on the plan in accordance with SEBI Regulations is contained in Annexure-3 tothis Report.

During the year the Company has obtained the approval of the Shareholders for new ESOPscheme "Brigade Employee Stock option Plan 2017" and obtained in-principleapproval of the Stock Exchanges for the Scheme. The Company has not issued any grantsunder the Brigade Employee Stock option Plan 2017 in the financial year 2017-18.

SHARE CAPITAL:

The authorised share capital of the Company is Rs. 1500000000/- divided into150000000 equity shares of Rs.10/- each. During the year the Company has issued andallotted 431850 equity shares of the Company to the eligible employees on exercise ofoptions granted under the Brigade Enterprises Limited Employee Stock Option Scheme 2011and 21978021 equity shares to Qualified Institutional Buyers (QIB's) in the QualifiedInstitutional Placement (QIP) Issue. Consequently the issued subscribed and paid–upequity share capital of the Company has increased from 113664740 equity shares of Rs.10/- each to 136074611 equity shares of Rs. 10/- each.

OPERATIONAL REVIEW:

The operations of the Company can be classified into two main Segments:

1. Income from construction and development of Real Estate Projects

2. Lease Rental Income from Office and Retail Assets

The Real Estate segment specialises in development of residential and commercialprojects on sale basis. The revenues of this segment is recognised either on percentage ofcompletion method during construction or unit sale method after the completion of theprojects.

The Office and Retail segment concentrates on developing office and retail assets andidentifying suitable tenants on long term lease for the Assets owned by the Company.

A detailed information of ongoing projects as on March 31 2018 has been given in theManagement Discussion and Analysis Report which is forming part of the Annual Report.

PROPOSED PROJECTS

The Group proposes to launch 11.58 mn. sq. ft. in the financial year 2018-19. This willcomprise of 8.31 mn. sq. ft. of residential space and 3.27 mn. sq. ft. of commercialspace. A total 304 keys will be launched in hospitality business in the financial year2018-19.

COMPLETED PROJECTS

During the financial year 2017-18 a total of 5.05 mn. sq ft. has been constructed.

ONGOING PROJECTS

The group is currently having ongoing real estate projects aggregating to 12.33mn. sq. ft of saleable area commercial projects aggregating to 6.71 mn. sq. ft.and hospitality projects aggregating to 508 keys.

BOARD OF DIRECTORS:

The Board of Directors of the Company as on March 31 2018 comprises of 9 Directors outof which 2 are Executive Directors 2 Non-Executive Directors and 5 Non-ExecutiveIndependent Directors. The composition of the Board of Directors is in due compliance ofthe Companies Act 2013 and SEBI

(Listing Obligations and Disclosure Requirements) Regulations 2015.

BOARD MEETINGS:

During the year under review the Board of Directors of the Company has met 8 times onthe following dates:

• April 25 2017

• May 22 2017

• July 31 2017

• August 08 2017

• September 21 2017

• November 10 2017

• February 08 2018

• March 23 2018

In accordance with the provisions of the Companies Act 2013 a separate meetings ofthe Independent Directors and other Directors of the Company was held on March 23 2018.

A detailed note on the composition of various Committees of the Board and theirmeetings including the terms of reference were given in the Corporate Governance Reportforming part of the Annual Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Directors of the Company are appointed by the members at annual general meetings inaccordance with the provisions of the Companies Act 2013 and the rules made thereunder.

The Company has adopted the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 relating to the appointment andtenure of Independent Directors.

The Company's Remuneration Policy for Directors Key Managerial Personnel and SeniorManagement Personnel is contained in Annexure-4.

APPOINTMENT/ RE-APPOINTMENT OF DIRECTORS :

In accordance with the Articles of Association of the Company and the provisions ofSection 152(6)(e) of the Companies Act 2013 Ms. Githa Shankar (DIN 01612882)Whole-time Director of the Company will retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers herself for reappointment.

In the Board Meeting of the Company held on May 16 2018 Mr. Pradeep Kumar Panja (DIN:03614568) and Dr. Venkatesh Panchapagesan (DIN: 07942333) have been appointed as anIndependent Directors for a period of five years with effect from May 16 2018 and Ms.Pavitra Shankar (DIN: 08133119) Ms. Nirupa Shankar (DIN: 02750342) and Mr. Amar Mysore(DIN: 03218587) have been appointed as Wholetime Directors designated as ExecutiveDirectors of the Company for a period of five years with effect from May 16 2018.

The Notice convening the Annual General Meeting includes the proposals for theappointment of the Directors. Brief resume of the Directors proposed to be appointednature of their expertise in specific functional areas and names of the Companies in whichthey hold directorship/ membership/ chairmanship of the Board or Committees as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 have beenprovided as an annexure to the Notice convening the Twenty Third Annual General Meeting.

None of the Directors of the Company are disqualified under Section 164(2) of theCompanies Act 2013.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have provided the declaration of Independenceas required under Section 149(7) of the Companies Act confirming that they meet thecriteria of independence under Section 149(6) of the Companies Act and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

ANNUAL PERFORMANCE EVALUATION OF THE BOARD:

The Board conducted an evaluation of itself & its Committees based on identifiedcriteria and framework pursuant to the provisions of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Board evaluatedand assessed the performance and potential of each Director.

In a separate meeting of independent directors performance of non-independentdirectors performance of the Board as a whole and the performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the Board meeting that followed the meeting ofindependent directors at which the performance of the Board its committees andindividual directors was also discussed. Performance evaluation of the independentdirectors has been done by the entire Board excluding the independent director beingevaluated.

Pursuant to SEBI guidelines on Board Evaluation Independent Directors have alsoreviewed the quality content and timelines of the flow of information between themanagement and the Board and its Committees which is necessary to effectively andreasonably perform and discharge their duties.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms that:

a) in the preparation of the annual financial statements for the year ended March 312018 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 controlswere adequate and were operating effectively;

f) there are proper systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.

KEY MANAGERIAL PERSONNEL:

During the year under review Mr. Suresh K resigned from the position of ChiefFinancial Officer & Key Managerial Personnel with effect from July 31 2017 andsubsequently Mr. K. P. Pradeep has been appointed as the Chief Financial Officer and KeyManagerial Personnel of the Company with effect from August 04 2017.

Mr. M. R. Jaishankar Chairman & Managing Director Mr. K. P. Pradeep ChiefFinancial Officer and Mr. P. Om Prakash Company Secretary & Compliance Officer arethe Key Managerial Personnel in accordance with the provisions of Section 203 of theCompanies Act 2013.

REMUNERATION DETAILS OF DIRECTORS KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

The particulars as required under Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is contained in Annexure-5.

The details of employees who are in receipt of remuneration exceeding the limitsprescribed under Section 134 of the Companies Act 2013 read with Rule 5(2) & 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isappended as Annexure-6. In terms of Section 136(1) of the Companies Act 2013 and theRules made thereunder the Annual Report is being sent to the shareholders and othersentitled thereto excluding the aforesaid annexure. Any shareholder interested in obtainingthe same may write to the Company Secretary.

STATUTORY AUDITORS:

Messers S. R. Batliboi & Associates LLP Chartered Accountants (Firm RegistrationNumber 101049W/E300004 were appointed at the Nineteenth Annual General Meeting held onAugust 5 2014 as the Statutory Auditors of the Company for a period of 5 years till theconclusion of Twenty Fourth Annual General Meeting of the Company. They have confirmedtheir eligibility for the FY 2018-19 under Section 141 of the Companies Act 2013 and theRules framed thereunder. The Companies Amendment Act 2017 has omitted the requirement ofratification of the appointment of Statutory Auditors at every annual general meeting. Therelevant amendment made effective on May 7 2018. Hence the ratification of theappointment of Statutory Auditors at the ensuing 23rd AGM is not required.

SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India.

SECRETARIAL AUDIT REPORT:

Pursuant to provisions of the Companies Act 2013 the Board of Directors of theCompany have appointed Mr. K Rajshekar Practicing Company Secretary (CP No.2468) toconduct the Secretarial Audit for the financial year 2017-18 and his Report on Company'sSecretarial Audit is appended as Annexure-7 to this Report.

COST AUDITORS:

The Board of Directors of the Company have appointed Messrs Murthy & Co. LLP CostAccountants (LLP ID No. AAB-1402) as Cost Auditors of the Company for the financial year2017–18 at a fee of Rs. 1.25 lakhs plus applicable taxes and out of pocket expensessubject to the ratification of the said fees by the Shareholders at the Annual GeneralMeeting of the Company pursuant to provisions of Section 148 of the Companies Act 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

CORPORATE GOVERNANCE REPORT:

The Company is committed to maintaining the highest standards of Corporate Governance.A detailed report on Corporate Governance pursuant to Schedule V(C) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of the AnnualReport.

The certificate issued by Ms. Aarthi G. Krishna Practicing Company Secretary (CPNo.5645) affirming compliance with the various conditions of Corporate Governance isattached to the report on Corporate Governance.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of loans given investments made securities provided and guarantees givenare provided in note 6 and 7 forming part of the standalone financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the transactions entered into during the financial year 2017-2018 with relatedparties were in the ordinary course of business and on arm's length basis and with theprior approval of the Audit Committee.

The Company has formulated a policy on Related Party Transactions which is available onthe website of the Company at http://www.brigadegroup.com/investor/images/policy-related-party-transactions.pdf.

During the year the Company has not entered in to any contract/ arrangement/transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.

Transactions with related parties during the year are listed out in note 33 formingpart of the standalone financial statements.

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has adequate internal financial control systems in place with reference tothe financial statements.

During the year under review these controls were evaluated and no significant weaknesswas identified either in the design or operation of the controls.

RISK MANAGEMENT COMMITTEE:

As required under Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has constituted a Risk Management Committeeconsisting of Executive Director Non-Executive Director and Independent Directors toidentify and assess business risks and opportunities. The Risk Management Committeeidentifies the risks at both enterprise level as well as at the project level.

The business risks identified are reviewed by the Risk Management Committee and adetailed action plan to mitigate identified risks is drawn up and its implementationmonitored. The key risks and mitigation actions will also be placed before the AuditCommittee of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

A Corporate Social Responsibility (CSR) Committee has been constituted in accordancewith the provisions of Section 135 of the Companies Act 2013. The details of theconstitution of the Committee scope and functions are listed out in the CorporateGovernance Report annexed to this Report.

The disclosures as required under Section 135 of the Companies Act 2013 read with Rule8(1) of the Companies (Corporate Social Responsibility Policy) Rules 2014 is appended as Annexure-8to this Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a vigil mechanism for Directors and Employees to reporttheir genuine concerns illegal unethical behaviour suspected fraud or violation oflaws rules and regulation or conduct to the Ethics Committee members and the Chairman ofthe Audit Committee. The details of which have been given in the Corporate GovernanceReport forming part of this Annual Report.

EXTRACT OF ANNUAL RETURN:

In terms of Section 92 (3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 the extract of the Annual Return of theCompany for the financial year 2017-18 in Form No. MGT-9 is appended as Annexure-9 tothis Report.

CODE OF CONDUCT:

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the declaration signed by the Chairman and Managing Director and Chief Financial Officeraffirming compliance of the Code of Conduct by the Directors and senior managementpersonnel of the Company for the financial year 2017-18 is annexed and forms part of theCorporate Governance Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect of conservation of energy technology absorption and foreignexchange earnings & outgo as required under Section 134(3)(m) of the Companies Act2013 read with Companies (Accounts) Rules 2014 is appended as an Annexure-10 tothis report.

HUMAN RESOURCES:

The Company has a total workforce of 678 as on March 31 2018. The Company believesthat only way it can excel is by empowering its people and consistently providingopportunities to learn and grow. Our Learning & Development process for employees isfocused on supporting high performance through various approaches driven comprehensivelyby HR Business Excellence QA/QC Safety & Technical training teams. The Company aimsto contribute to the overall development of its employees through extensive training &motivational programmes. The Board of Directors would like to express their appreciationto employees for their sincerity hard work dedication and commitment.

As part of the policy for Prevention of Sexual Harassment in the organization theCompany has in place a Committee called "Complaints Redressal Committee'' forprevention and redressal of complaints on sexual harassment of women at work place inaccordance with the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and relevant rules thereunder. During the period under review nocomplaints were received by the Committee.

AWARDS AND RECOGNITIONS:

Among the significant awards Brigade Group has received in 2017-18 are:

• Brigade has been recognized for being amongst the best in the Construction andReal Estate industry at the Great Place To Work for 2017 Awards.

• WTC Kochi won the ‘Commercial Project of the Year' award at the 9th RealtyPlus Excellence Awards (SOUTH) 2017.

• Brigade Palmgrove Mysuru won in the ‘Villas & Row Houses' category atthe CREDAI Karnataka's CARE Awards 2017.

• Brigade was recognised as one of India's Top Builders at the Construction WorldArchitects & Builders Award 2017.

• Brigade Palmgrove won the first prize and Brigade Symphony won the second prizefor the ‘Best Landscaped Gardens' at the Annual Mysuru Dasara Flower Show 2017jointly organised by Horticulture Department District Horticulture Association and MysuruCity Corporation (MCC) at Mysuru.

• Brigade Exotica won the Best Residential Project at the CIA World Construction& Infra Awards 2018.

• Brigade Palmgrove Mysore won the Premium Villa Project of the Year at NDTVProperty Awards 2018.

• Brigade won the first runner up award for Excellence in Workplace Safety Awardfrom CII Institute of Quality.

• Brigade was recognised as one of Bengaluru's Hot 50 Brands at the Brand Summit& Hot Brands 2018 event organised by Paul Writer.

• Orion East won in the ‘Shopping Malls' category at the CREDAI Karnataka'sCARE Awards 2017.

• Orion Mall won the Images Most Admired Shopping Centre of the Year: Metro Southat the Images Shopping Centre Awards 2017.

• Orion Mall won the Images Most Admired Shopping Centre of the Year: Marketingand Promotions-South at the Images Shopping Centre Awards 2017.

• Orion Mall won the Images Most Admired Shopping Centre of the Year: Best SalesPer sqft.-South at the Images Shopping Centre Awards 2017.

• Brigade has been recognised as one of the ‘Companies with Great Mangers' inIndia. Two managers from Brigade were selected in the list ‘Hunt for Great Managers'-Ms. Jayashree Venkatesh- Sr. General Manager-QS received the award in the category‘Women Leaders' and Mr. Manu R- Sr. DGM-Facilities received the award in the category‘Overall'.

• Mr. M R Jaishankar is ranked no.27th amongst the Top 100 CEO's of India and 2ndin the Real Estate and Construction Sector by Business Today & PwC.

• Mr. M R Jaishankar CMD Brigade Enterprises Ltd. was awarded the ‘Scrollof Honour' for his contributions to the real-estate sector at 9th Realty Plus ExcellenceAwards (SOUTH) 2017.

• Mr. M R Jaishankar was felicitated for being one of the top 10 visionaries fromSouth India who have built great consumer Brands Retail Concepts and Shopping &Leisure Spaces at Images South India Retail Award 2017.

• Mr. M R Jaishankar was conferred the ‘Entrepreneur Extraordinaire Award' byBuilders Association of India Mysuru Centre.

• Ms. Nirupa Shankar Director of Brigade Hospitality Services Limited won the‘Woman CXO of the year' award at 9th Realty Plus Excellence Awards (SOUTH) 2017.

ADDITIONAL INFORMATION TO SHAREHOLDERS:

All important information such as financial results investor presentations pressreleases new launches and project updates are made available on the Company's websitewww.BrigadeGroup.com on a regular basis.

DISCLOSURES:

There were no significant or material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year till the date of thisreport.

There is no change in the nature of the business of the Company.

There are no differential voting rights shares issued by the Company.

Neither the Managing Director nor the Whole-time Director have received anyremuneration or commission from any of the subsidiaries joint ventures or associates.

There were no sweat equity shares issued by the Company.

ACKNOWLEDGEMENTS:

Your Directors would like to thank shareholders for reposing confidence and faith inthe Company and its management. Your Directors would also like to take this opportunity tothank customers employees suppliers contractors bankers business associates partnersand statutory authorities for their continuous support co-operation encouragement andpatronage.

By order of the Board
For Brigade Enterprises Limited
Place: Bangalore M. R. Jaishankar
Date: May 16 2018 Chairman and Managing Director