Directors Report of Bhudevi Infra Projects Ltd.

Mar 31, 2025

Your directors take pleasure in presenting the 33^rd Annual Report of Bhudevi Infra Projects Limited
(the Company) together with the audited financial statements for the financial year ended March
31, 2025.

FINANCIAL SUMMARY/HIGHLIGHTS:

The financial performance of your Company for the year ended March 31, 2025 is summarized
below:

(Rs. in Lakhs)

PARTICULARS	2024-25	2023-24
Revenue from Operations	358.05	362.15
Other Income	0.06	6.28
Total Revenue	358.11	368.43
Total expenses	313.48	246.74
Profit/Loss Before Tax	44.63	121.69
Provision for tax
Current Tax	11.24	30.41
Deferred tax	(0.01)	0.03
Net Profit/(Loss)	33.40	91.25

FINANCIAL PERFORMANCE AND STATE OF COMPANY’S AFFAIRS:

Your Company’s revenue from operations for the Financial Year 2024-25 is Rs. 358.05 Lakhs and a
Net Profit of Rs. 33.40 Lakhs as compared to the previous year’s revenue from operations of Rs.
362.15 Lakhs and a Net Profit of Rs. 91.25 Lakhs.

TRANSFER TO RESERVES:

The Company has not proposed to transfer any amount to the reserve for the financial year 2024-25.
DIVIDEND:

In view of the Company’s financial Position, your directors do not recommend Dividend for the
financial year 2024-25.

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Board of Directors of
the Company had formulated a Dividend Distribution Policy (‘the Policy’). The Policy is available
on the Company’s website https://www.bhudeviprojects.com/

SHARE CAPITAL:

During the financial year 2024-25, there was no change in the share capital of the Company. As on
March 31, 2025, the Authorized Capital of the Company is Rs. 600 Lakhs and Issued, subscribed
and paid-up share Capital is Rs. 458.92 Lakhs.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of your Company during the Financial Year
2024-25.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

Your Company does not have any Subsidiary, Joint venture or Associate Company during the period
under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply to the Company as no
dividend has been declared by the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT:

During the period under review, your Company has no material changes and commitments affecting
the financial position of the Company.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:

The Company has framed a risk management framework to identify, business risk and challenges
across the Company. The risk framework helps us meet the business objectives by aligning operating
controls with the mission and vision of the Company. After extensive deliberation on the nature of
risk and after adequate risk mitigations steps, the business activities are being carried out under the
direct supervision of the Board of Directors of the Company to ensure that no foreseeable risk
involved in such an activity which may threaten the existence of the Company.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Pursuant to the provisions of Section 135(1) and read with all other applicable provisions of the
Companies Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014
(including any statutory modification(s) or re-enactment thereof for the time being in force), corporate
social responsibility is not applicable to the Company during the financial year 2024-25.

BOARD OF DIRECTORS:

The Board of Directors of the Company is responsible for overseeing the Corporate Governance
framework. The Board adopts strategic plans and policies, monitoring the operational performance,
establishing policies and processes that ensure integrity of the Company’s internal controls and risk
management. The Board establishes clear roles and responsibilities in discharging its fiduciary and
leadership functions and also ensures that the management actively cultivates a culture of ethical
conduct and sets the values to which the organization will adhere.

DIRECTOR’S SELECTION, COMPOSITION, APPOINTMENT AND TENURE:

The Directors of your Company are appointed/ re- appointed by the Board on the recommendation
of the Nomination and Remuneration Committee and approval of the Board of Directors/Shareholders.
In accordance with the Articles of Association of your Company and provisions of the Act, all the
Directors, except the Managing Director and Independent Directors, of your Company, are liable to
retire by rotation at the Annual General Meeting (“AGM”) each year and, if eligible, offer their
candidature for re-appointment.

The Executive Directors on the Board have been appointed as per the provisions of the Act and serve
in accordance with the terms of employment with your Company. As regards the appointment and
tenure of Independent Directors, following is the policy adopted by the Board.

• Your Company has adopted the provisions with respect to appointment and tenure of Independent
Directors which are consistent with the Act and SEBI Listing Regulations.

• In keeping with progressive governance practices, it has resolved to appoint all new Independent
Directors for two terms upto 5 (Five) years each.

None of the Independent Director(s) of your Company resigned during the financial year 2024-25
except Mr. Yerrapragada Mallikarjuna Rao before the expiry of their tenure.

In compliance with Regulation 26 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, none of the Directors is a member of more than
10 (ten) Committees or acts as an independent director in more than 7 (seven) listed companies.
Further, none of the Directors on your Company’s Board is a member of more than 10 (ten) committees
and chairperson of more than 5 (five) committees (committees being, audit committee and
stakeholder’s relationship committee) across all the companies in which he/she is a director. All the
Directors have made necessary disclosures regarding committee positions held by them in other
companies.

The Board comprises an optimum combination of Executive, Non-Executive & Independent Director
and Women Director as per the provisions of the Companies Act, 2013 (hereinafter referred as
‘Act’) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred as ‘Listing Regulations’). As on March 31, 2025, the Board
has 02 Executive Directors, 02 Independent (Non-Executive) Directors and 01 Women Director
(Non-Executive).

The Board of Directors of your Company comprises of the following Directors:

Name of the Director	Designation
Mr. Bhasker K Bhatt	Managing Director
Mr. Madhav B Bhatt	Executive Director
Mr. Hari Prasad Puttumurthi	Independent Director
Mr. Parth Arvind Joshi	Independent Director
Mrs. Pathika B Bhatt	Non-Executive Director

DIRECTOR RETIRING BY ROTATION SEEKING REAPPOINTMENT:

Mr. Madhav B Bhatt (DIN: 09486950), Director is liable to retire by rotation at the ensuing Annual
General Meeting and seeking reappointment, be re-appointed by the shareholders.

BOARD EVALUATION:

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the
Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states
that a formal annual evaluation needs to be made by the Board of its own performance and that of its
committees and individual directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of independent directors shall be done by the entire Board of Directors,
excluding the director being evaluated.

The board of directors of the company had carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act and the corporate
governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”) and the board of
directors of the Company had carried out an annual evaluation of its own performance, board
committees and individual directors pursuant to the provisions of the Act.

MEETINGS OF THE BOARD:

During the financial year 2024-25, the Board of Directors of your Company met 6 times, on May 30,

2024, August 13, 2024, September 5, 2024, November 14, 2024, January 9, 2025 and February 14,

2025.

The Maximum Interval between any two meetings did not exceed 120 days.

The below table gives the composition, meeting dates and attendance of the Board of Directors.

Director	Category	No. of other Direc- torship(s)	Number of Membership(s) $/ Chairmanship(s)$$ of Committees in other Companies as on 31.03.2025	No. of Board Meetings attended	Whether attended the last AGM (Yes/ No)
Parth Arvind Joshi	Non-Executive Independent Director	0	0	3	No
Hari Prasad Puttumurthi	Non-Executive Independent Director	0	0	6	Yes
Bhasker K Bhatt	Managing Director	0	0	6	Yes
Madhav B Bhatt	Executive Director	0	0	6	Yes
Pathika B Bhatt*	Non-Executive Director	0	0	6	Yes
Yerrapragada Mallikarjuna Rao#	Independent Director	2	1. GVR Infra Projects Ltd • Member of Audit Committee	4	Yes

#Mr. Yerrapragada Mallikarjuna Rao had resigned as Independent Director with effect from the
January 01, 2025.

*Mr. Parth Arvind Joshi (DIN: 08765054) has been appointed as Independent Director with effect
from the September 28, 2024.

Notes:

$Excludes Directorships in Private Limited Companies, Foreign Companies and Section 8 Companies.

$$Only Audit Committee and Stakeholders Relationship Committee have been considered in terms
of Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(“Listing Regulations”).

All Directors are in compliance with the limit on Directorships as prescribed under Regulation 17A
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. None of the
Directors are related to each other.

Independent Director Means Director as defined in SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. All the Independent
Directors have given the declaration of their independence at the beginning of the financial year.

None of the Directors on the Board:

• is a member of more than 10 Board level committees and Chairman of 5 such committees
across all the Public Companies in which he or she is a director;

• holds directorships in more than ten public Companies;

• Serves as Director or as Independent Director (ID) in more than seven listed entities; and who
are the Executive Directors serves as ID in more than three listed entities. All the Directors of
the Company are appointed/re-appointed by the Shareholders on the basis of recommendations
of the Board and Nomination and Remuneration Committee.

THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE
APPOINTED OR HAVE RESIGNED DURING THE YEAR:

The Board of directors of your Company has an optimum combination of Executive, Non-Executive
and Independent Directors including Women Director.

(i) Non-Executive Directors

Mr. Yerrapragada Mallikarjuna Rao (DIN:00905266) Non-executive Independent Director of
the Company has resigned on January 01, 2025 due to personal reasons and the same was
considered and approved by the Board of Directors at its meeting held on January 09, 2025.

Mr. Parth Arvind Joshi, (DIN: 08765054) has been appointed as Non-executive Independent
Director of the Company w.e.f., September 28, 2024.

(ii) Key Managerial Personnel

During the year under review, there were no changes in the Key Managerial Personnel however
Mr. Anand Joshi has been resigned w.e.f. May 20, 2025 from the office of Company Secretary
and Compliance officer of the Company.

INDEPENDENT DIRECTORS:

During the financial year under review, Independent Directors of the Company have met once on
February 14, 2025 for the following:

• Evaluation of the performance of Non-Independent Directors and the Board of Directors as a
whole;

• Evaluation of the performance of the Chairman of the Company, taking into account the views
of the Executive and Non-Executive Directors;

• Evaluation of the quality, content and timelines of flow of information between the Management
and the Board that is necessary for the Board to effectively and reasonably perform its duties;

• All the Independent Directors were present at the meeting.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as
laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. They have also complied with the
Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

In the opinion of Board, Independent Directors fulfil the conditions specified in the Companies Act,
2013 read with schedules and rules thereto as well as the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Independent Directors are independent of management.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION AND OTHER
MATTERS:

a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee will recommend the remuneration in whatever
form/fee to be paid to the Managing Director, Whole-time Director, other Directors, Key
Managerial Personnel and Senior Management Personnel to the Board for their approval.

The level and composition of remuneration/fee so determined by the Committee shall be
reasonable and sufficient to attract, retain and motivate directors, Key Managerial Personnel
and Senior Management. The relationship of remuneration/fee to performance should be clear
and meet appropriate performance benchmarks. The remuneration should also involve a balance
between fixed and incentive pay reflecting short and long-term performance objectives
appropriate to the working of the Company and its goals.

On the recommendation of the Nomination and Remuneration Committee, the Board has
adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and
other Employees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing
Regulations and the same is enclosed as Annexure - I and the Remuneration Policy is posted
on the website of your Company which may be accessed at https://www.bhudeviprojects.com

i. DIRECTOR/ MANAGING DIRECTOR/ WHOLE-TIME DIRECTOR

Besides the above Criteria, the Remuneration/ compensation/ commission/ fee/ incentives to
be paid to Director/ Managing Director/ Whole-Time Director shall be governed as per
provisions of the Companies Act, 2013 and rules made thereunder or any other enactment for
the time being in force.

NON-EXECUTIVE DIRECTORS INCLUDING INDEPENDENT DIRECTORS

The Non-Executive Directors (including Independent Directors) may receive remuneration by way
of sitting fees for attending meetings of Board or Committee thereof. Provided that the amount of
such fees shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made
thereunder or any other enactment for the time being in force.

b) Familiarization/ Orientation program for Independent Directors:

A formal familiarization program was conducted apprising the directors on the provisions of
the Companies Act, rules prescribed thereunder, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and all other applicable laws to your Company. All the
directors were also apprised about the business of your Company.

It is the general practice of your Company to notify the changes in all the applicable laws to
the Board of Directors, from time to time. The objective of the program is to familiarize
Independent Directors on the Board with the business of your Company, industry in which
your Company operates, business model, challenges etc. through various programs such as
interaction with experts within your Company, meetings with our business leads and functional
heads on a regular basis.

The details of such familiarization programs for Independent Directors are posted on the
website of your Company which may be accessed at https://www.bhudeviprojects.com/

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of
its own performance, the directors individually as well as the evaluation of the working of its Audit,
Nomination and Remuneration and all other committees.

A structured questionnaire was prepared after taking into consideration inputs received from the
Directors, covering various aspects of the Board’s functioning such as adequacy of the composition
of the Board and its Committees, board culture, execution and performance of specific duties,
obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including
the Chairman of the Board, who were evaluated on parameters such as level of engagement and
contribution, independence of judgment, safeguarding the interest of your Company and its minority
shareholders etc. The performance evaluation of the Independent Directors was carried out by the
entire Board, excluding the Independent Director being evaluated.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the
Board as a whole and the Chairman of your Company was evaluated, taking into account the views
of the Executive Directors & Non-Executive Directors. The Nomination and Remuneration Committee
reviewed the performance of individual directors on the basis of criteria such as the contribution of
the individual director to the Board and Committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc. The Directors
expressed their satisfaction with the evaluation process.

The Committees of the Board focus on certain specific areas and make informed decisions in line
with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and
defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

AUDIT COMMITTEE:

The management is responsible for the Company’s internal controls and the financial reporting
process while the statutory auditors are responsible for performing independent audits of the
Company’s financial statements in accordance with generally accepted auditing practices and for
issuing reports based on such audits. The Board of Directors has constituted and entrusted the Audit
Committee with the responsibility to supervise these processes and thus ensure accurate and timely
disclosures that maintain the transparency, integrity and quality of financial control and reporting.
The constitution of the Audit Committee meets with the requirements of Section 177 of the Companies
Act, 2013 and Listing Regulations.

The Audit Committee comprises of Independent Directors and Non-Executive Directors. All members
of the Audit Committee are financially literate and bring in expertise in the fields of finance,
economics, strategy and management.

(i) Meetings during the Financial Year:

During the financial year 2024-25, the Audit Committee met five times on May 30, 2024,
August 13, 2024, September 5, 2024, November 14, 2024 and February 14, 2025.

The below table gives the composition and attendance for the meetings of the Audit Committee
and the Company Secretary of the Company, acting as the secretary of the Committee.

The Composition, Number of meetings held/attended during the financial year of the Audit
Committee is as follows:

S. No.	Name	Position	Number of meetings during the financial year
			Held	Attended
1	Mr. Hari Prasad Puttumurthi	Chairman	5	5
2	Mr. Parth Arvind Joshi	Member	2 (entitled for 2 meetings)	2
3	Mrs. Pathika B Bhatt	Member	5	5
4	Mr. Yerrapragada Mallikarjuna Rao	Chairman	4 (entitled for 4 meetings)	4

Note: Mr. Yerrapragada Mallikarjuna Rao resigned as Independent Director with effect from the
January 01, 2025 and Mr. Parth Arvind Joshi was appointed as Independent Director with effect
from the September 28, 2024.

(i) Terms of Reference:

The terms of reference of the Audit Committee are formulated pursuant to the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
entered into with Stock Exchange read with Section 177 of the Companies Act, 2013 and includes
such other functions as may be assigned to it by the Board from time to time.

The brief terms of reference of the Audit Committee are provided in Annexure-2 which forms
part of this report.

NOMINATION AND REMUNERATION COMMIITTEE:

The Board has constituted Nomination & Remuneration Committee consisting of two Independent
Directors and one Non-Executive Director. The terms of reference of the Committee covers evaluation
of compensation and benefits for Executive Director(s), Non-Executive Director(s), Senior
Management Employees.

(i) Meetings During the Financial Year:

During the financial year 2024-25, the Committee met two times on September 05, 2024 and
January 09, 2025.

The below table gives the composition and attendance of the Nomination & Remuneration
Committee and the Company Secretary of the Company acting as the secretary of the Committee.

S. No.	Name	Position	Number of meetings during the financial year
			Held	Attended
1	Mr. Hari Prasad Puttumurthi	Chairman	2	2
2	Mr. Parth Arvind Joshi	Member	1 (entitled for 1 meetings)	1
3	Mrs. Pathika B Bhatt	Member	2	2
4	Mr. Yerrapragada Mallikarjuna Rao	Chairman	1 (entitled for 1 meetings)	1

Note: Mr. Yerrapragada Mallikarjuna Rao resigned as Independent Director with effect from the
January 01, 2025 and Mr. Parth Arvind Joshi was appointed as Independent Director with effect
from the September 28, 2024.

The brief terms of reference of the Nomination & Remuneration Committee are provided in Annexure-
3 which forms part of this report.

The Board has constituted Stakeholders Relationship Committee consisting of two Independent
Directors and a Non-Executive Director.

The Stakeholders Relationship Committee is empowered to perform the functions of the Board
relating to handling of stakeholder’s queries and grievances.

(i) MEETINGS DURING THE FINANCIAL YEAR

During the financial year 2024-25, the Committee met two times on September 05, 2024 and
January 09, 2025.

The below table gives the composition and attendance record of the Stakeholders Relationship
Committee. The Company Secretary of the Company act as the secretary of the Committee and
also designated as Compliance Officer.

S. No.	Name	Position	Number of meetings during the financial year
			Held	Attended
1	Mr. Parth Arvind Joshi	Chairman	1 (entitled for 1 meetings)	1
2	Mr. Hari Prasad Puttumurthi	Member	2	2
3	Mrs. Pathika B Bhatt	Member	2	2
4	Mr. Yerrapragada Mallikarjuna Rao	Chairman	1 (entitled for 1 meetings)	1

Note: Mr. Yerrapragada Mallikarjuna Rao resigned as Independent Director with effect from the
January 01, 2025 and Mr. Parth Arvind Joshi was appointed as Independent Director with effect
from the September 28, 2024.

The brief terms of reference of the Stakeholders Relationship Committee are provided in Annexure-
4 which forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS/OUTGO:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings
and Outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 are provided in Annexure - 5 hereto which forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees or investment made by the company under section 186 of the
Companies Act 2013, during the financial year 2024-25.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed
as Annexure - 6 to this report.

STATUTORY AUDITORS:

In terms of section 139(1) of the Companies Act, 2013, M/s. Samudrala K & Co. LLP, Chartered
accountants, Hyderabad (FRN-S200142) were appointed as the Statutory Auditors of the Company
at 32^nd AGM for a period of 5 years till the conclusion of 37th AGM by the members of the Company
to be held in the year 2029.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee have re-appointed
Swati Doogar & Co., Chartered Accountants, Hyderabad, as the Internal Auditors of your Company.

MAINTENANCE OF COST RECORDS:

The maintenance of cost records as specified by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013, is not applicable to the Company and accordingly such
accounts and records are not required to be made and maintained.

COST AUDITORS:

The appointment of Cost Auditors as specified under sub-section (1) of Section 148 of the Companies
Act, 2013, is not applicable to the Company.

SECRETARIAL AUDITORS:

During the year under review, the Company has complied with the provisions of Section 204 of the
Act and Regulation 24A of the Listing Regulations. The Secretarial Audit Report for the financial
year ended March 31, 2025 issued by Mrs. N. Vanitha, Practicing Company Secretary (C.P. No.:
10573), Hyderabad is enclosed as Annexure - 7 to this Report.

The Board has appointed Mrs. N. Vanitha, Practicing Company Secretary (C.P. No.: 10573),
Hyderabad to conduct secretarial audit pursuant to the recommendations of the Audit committee for
a period of 5 years i.e. from FY 2025-26 to FY 2029-30 subject to approval of the shareholders at the
ensuing Annual General Meeting.

COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company has devised proper systems to ensure compliance with the provisions of all the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that
such systems are adequate and operating effectively. During the year under review, your Company
has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

RELATED PARTY TRANSACTIONS:

There are no related party transactions as specified under section 188 of the Companies Act, 2013
and rules made thereunder during the financial year 2024-25. There are no materially significant
related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel
or other designated persons which may have a potential conflict with the interest of the Company at
large except the loan taken from director as disclosed in note 33 of financial statements of the
Company.

The policy on related party transactions and dealings in related party transactions, as approved by
the Board is available on the website which may be accessed at https://www.bhudeviprojects.com/.

ANNUAL RETURN:

In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in the
prescribed format i.e. Form MGT-7 is placed on the website of your Company which may be accessed
at https://www.bhudeviprojects.com/.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that to the best of
their knowledge and belief and according to the information and explanation obtained by them,

a. in the preparation of the annual accounts for the financial year ended March 31, 2025, the
applicable accounting standards have been followed along with proper explanation relating to
material departures;

b. the directors had 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 affairs of the Company as at March 31, 2025 and of the profit or loss of the Company for
the financial year ended on that date;

c. Proper and sufficient care for the maintenance of adequate accounting records in accordance
with these provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

d. The annual accounts for the year 2024-25 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 effectively;

f. Devised proper systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies
Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

LOANS FROM DIRECTORS:

During the Financial Year, the Company has received unsecured loans from directors which are as
specified in Note No.11 and Note No.32 to the financial statements of the Company.

CORPORATE GOVERNANCE

Since the paid-up capital of the Company is less than Rs. 10 Crores and the net worth of the Company
is less than Rs. 25 Crores, the provisions of Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25,
26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation 2 of Regulation 46 and para-C, D & E of
Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, are not applicable to the Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented
through your Company’s Whistle Blower Policy, to deal with instances of fraud and mismanagement,
if any in the Group. The Policy provides for adequate safeguards against victimization of employees
and Directors who avail the mechanism and also provides for direct access to the Chairman of the
Audit Committee. The details of the Policy is available on the website of your Company which may
be accessed at https://www.bhudeviproiects.com/

The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by
adopting highest standards of professionalism, honesty, integrity and ethical behaviour. All the
employees of your Company are covered under the Whistle Blower Policy.

REPORTING OF FRAUDS:

During the year under review, there was no instance of fraud, which required the Statutory Auditors
to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013
and the rules made thereunder.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and as amended in respect of our employees,
is attached herewith and marked as Annexure- 8.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS,
COURTS AND TRIBUNALS:

During the financial year under review, no significant or material orders were passed by the regulators
or courts or tribunals which impact the going concern status and the future operations of the Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH
THETR STATUS AS AT THE END OF THE FINANCIAL YEAR:

No application was made or any proceedings pending under the IBC, 2016 during the year ended on
March 31, 2025.

LISTING & TRADING:

Our Equity Shares are listed on BSE Limited, Mumbai. The listing fee for the FY 2024-25 has been
duly paid.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place proper and adequate internal control systems commensurate with the
nature of its business, and size and complexity of its operations. Internal control systems comprising
of policies and procedures designed to ensure reliability of financial reporting, timely feedback on
achievement of operational and strategic goals, compliance with policies, procedure, applicable
laws and regulations, and that all assets and resources are acquired are used economically.

HUMAN RESOURCE & INDUSTRIAL RELATIONS:

Your Company continues to foster a culture of fair management practices, endeavouring to provide
a congenial work environment. It consistently invests in its human assets to recruit, train and retain
high-potential talent.

A conscientious bottom-up approach to skills training strengthens overall competencies. As a result,
your Company’s workforce consists of an invaluable mix of fresher’s and experienced employees
with extensive industry insight - a key cornerstone in the organization’s success.

INSIDER TRADING REGULATIONS:

The Company has adopted a ‘Code of Conduct to Regulate, Monitor and Report Trading by Insiders
(“the Code”) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The
PIT Regulations).

The Code is applicable to Promoters, Member of Promoter’s Group, all Directors and such Designated
Employees who are expected to have access to unpublished price sensitive information relating to
the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the
SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Company has also formulated ‘The Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (UPSI)’ in compliance with the SEBI (PIT) Amendment
Regulations, 2018. This Code is displayed on the Company’s website https://
www.bhudeviproiects.com/

CODE OF CONDUCT:

The Company has laid down a “Code of Business Conduct and Ethics” for the Directors and the
Senior Management Personnel. The Board has also approved a Code of Conduct for the Non-Executive
Directors of the Company, which incorporates the duties of Independent Directors as laid down in
Schedule IV of Companies Act, 2013.

STATEMENT IN RESPECT OF THE SEXUAL HARASSMENT AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

As per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013. The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace
in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and Rules framed thereunder.

During F.Y. 2024-25, the Company had received 0 complaints on sexual harassment.

a. number of complaints filed during the financial year : Nil

b. number of complaints disposed of during the financial year : Nil

c. number of complaints pending as on end of the financial year : Nil

GREEN INITIATIVE IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by
allowing paperless compliances by the Companies and permitted the service of Annual Reports and
documents to the shareholders through electronic mode subject to certain conditions and your
Company continues to send Annual Reports and other communications in electronic mode to the
members who have registered their email addresses with your Company/RTA.

MATERNITY BENEFIT ACT:

The Company is committed to ensuring a safe, inclusive, and supportive work environment for all
employees. The Company has complied with the provisions of the Maternity Benefit Act, 1961, and
extends all benefits and protections under the Act to eligible employees. Adequate internal policies
and procedures are in place to uphold the rights and welfare of women employees in accordance
with the applicable laws.

APPOINTMENT OF THE REGISTRAR & SHARE TRANSFER AGENT:

Venture Capital and Corporate Investments Private Limited is the Registrar & Share Transfer Agent
of the Company. Members may contact the RTA for resolving any query related to shares or for
effecting transfer of shares, etc.

Name of Registrars & Transfer Agent	Venture Capital and Corporate Investments Pvt. Ltd.,
Address	“AURUM”, D No.4-50/P-II/57/4F & 5F, 4th & 5th Floors, Plot No.57, Jayabheri Enclave Phase - II, Gachibowli, Serilingampally, Hyderabad - 500 032, Ranga Reddy Dist., Telangana.
Phone	040-23818475/476
Website	www.vccipl.com
Email	investor. [email protected]

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS TN THEIR REPORT AND
EXPLANATION/COMMENTS BY THE BOARD:

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their
report.

Following are the comments of the Board on observations made by Secretarial Auditors in their
Report: -

We have received your mail from BSE on June 12^th and June 13^th, 2024 stating Non-compliance
with requirement to appoint a qualified company secretary as the compliance officer under Regulation
6 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. We hereby inform
you that Mrs. Triveni Banda (Membership No. A68042) was resigned on December 06, 2023 and
Mr. Anand Joshi (Membership No. A73084) was appointed as Company Secretary and Compliance
Officer of the company on March 05, 2024.

Pursuant to Regulation 6(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 vacancy of Company Secretary and Compliance Officer of the company should be filled not
later than three months from the date of such vacancy. Thus, the Company has Appointed Mr.
Anand Joshi (Membership No. A73084) within 3 months from the date of resignation of Mrs.
Triveni Banda (Membership No. A68042) as Company Secretary and Compliance Officer of the
company and the Company is in compliance with the requirement of Regulation of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Further, the Company has made the
payment of fine of Rs.30,680/- levied by the stock exchange.

ACKNOWLEDGEMENTS:

Your directors sincerely thank the bankers, business associates, consultants and various government
authorities for the continued support extended by them to the Company during the year under
review. Your directors also acknowledge the support of the shareholders and confidence reposed by
them in your Company and place on record their appreciation and gratitude for the same.

For and on behalf of Board of Directors of
Bhudevi Infra Projects Limited

Sd/- Sd/-

Bhasker K Bhatt Madhav B Bhatt

Chairman & Managing Director Director

Date: September 03, 2025 DIN:09463033 DIN:09486950

Place: Hyderabad

---

Mar 31, 2024

Your directors have pleasure in presenting the 32nd Annual Report of Bhudevi Infra Projects Limited
(Formerly known as AARVInfratel Limited) together with the Audited accounts for the financial year ended
31st March 2024.

FINANCIAL RESULTS:

The performance of the Company for the financial year ended 31st March 2024 is summarized below:

Financial Results (In Rs. Lakhs)

PARTICULARS	Financial Year	Financial Year
	2023-24	2022-23
Revenue from Operations	362.15	1.95
Other Income	6.28	60.35
Total Revenue	368.43	62.30
Total expenses	246.74	30.19
Profit/Loss Before Tax	121.69	32.11
Provision for tax
Current Tax	30.41	-
Deferred tax	0.03	-
Net Profit/(Loss)	91.25	32.11

FINANCIAL PERFORMANCE AND STATE OF COMPANY’S AFFAIRS:

Your Company’s revenue from operations for the Financial Year 2023-24 is Rs.362.15 Lakhs and a Net
Profit of Rs. 91.25 Lakhs as compared to the previous year’s revenue from operations of Rs. 1.95 Lakhs and
a Net Profit of Rs.32.11 Lakhs.

TRANSFER TO RESERVES:

The Company has not proposed to transfer any amount to the reserve for the financial year 2023-24.

DIVIDEND:

In view of the Company’s financial Position, your directors do not recommend Dividend for the financial
year 2023-24.

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI Listing Regulations), the Board of Directors of the Company had
formulated a Dividend Distribution Policy (‘the Policy’). The Policy is available on the Company’s website
https://www.bhudeviproiects.com/

SHARE CAPITAL:

During the financial year 2023-24, there was no change in the share capital of the Company. As on March
31, 2024, the Authorized Capital of the Company is Rs.600 Lakhs and Issued, subscribed and paid-up share
Capital is Rs. 458.92 Lakhs

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of your Company during the Financial Year 2023-24.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

Your Company does not have any Subsidiary, Joint venture or Associate Company during the period under
review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply to the Company as no dividend
has been declared by the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT:

During the period under review, your Company has no material changes and commitments affecting the
financial position of the Company.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:

The Company has framed a risk management framework to identify, business risk and challenges across the
Company. The risk framework helps us meet the business objectives by aligning operating controls with the
mission and vision of the Company. After extensive deliberation on the nature of risk and after adequate risk
mitigations steps, the business activities are being carried out under the direct supervision of the Board of
Directors of the Company to ensure that no foreseeable risk involved in such an activity which may threaten
the existence of the Company.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Pursuant to the provisions of Section 135(1) and read with all other applicable provisions of the Companies
Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force), corporate social responsibility is not
applicable to the Company during the financial year 2023-24.

BOARD OF DIRECTORS

The Board of Directors of the Company is responsible for overseeing the Corporate Governance framework.
The Board adopts strategic plans and policies, monitoring the operational performance, establishing policies
and processes that ensure integrity of the Company’s internal controls and risk management. The Board
establishes clear roles and responsibilities in discharging its fiduciary and leadership functions and also
ensures that the management actively cultivates a culture of ethical conduct and sets the values to which the
organization will adhere.

Directors’ selection, Composition, appointment and tenure:

The Directors of your Company are appointed/ re- appointed by the Board on the recommendation of the
Nomination and Remuneration Committee and approval of the Board of Directors/Shareholders. In accordance
with the Articles of Association of your Company and provisions of the Act, all the Directors, except the
Managing Director and Independent Directors, of your Company, are liable to retire by rotation at the
Annual General Meeting (“AGM”) each year and, if eligible, offer their candidature for re-appointment.

The Executive Directors on the Board have been appointed as per the provisions of the Act and serve in
accordance with the terms of employment with your Company. As regards the appointment and tenure of
Independent Directors, following is the policy adopted by the Board.

• Your Company has adopted the provisions with respect to appointment and tenure of Independent
Directors which are consistent with the Act and SEBI Listing Regulations.

• In keeping with progressive governance practices, it has resolved to appoint all new Independent
Directors for two terms upto 5 (Five) years each.

None of the Independent Director(s) of your Company resigned during the financial year2023-24 before the
expiry of their tenure.

In compliance with Regulation 26 of the SEBI Listing Regulations, none of the Directors is a member of
more than 10 (ten) Committees or acts as an independent director in more than 7 (seven) listed companies.
Further, none of the Directors on your Company’s Board is a member of more than 10 (ten) committees and
chairperson of more than 5(five) committees (committees being, audit committee and stakeholders’
relationship committee) across all the companies in which he/she is a director. All the Directors have made
necessary disclosures regarding committee positions held by them in other companies.

The Board comprises an optimum combination of Executive, Non-Executive & Independent Director and
Women Director as per the provisions of the Companies Act, 2013 (hereinafter referred as ‘Act’) and Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred as ‘Listing Regulations’). As on March 31, 2024, the Board has 02 Executive Directors,
02 Independent (Non-Executive) Directors and 01 Women Director (Non-Executive).

The Board of Directors of your Company comprises of the following Directors:

Name of the Director	Designation
Mr. Bhasker K Bhatt	Managing Director
Mr. Madhav B Bhatt	Executive Director
Mr. Hari Prasad Puttumurthi	Independent Director
Mr. Yerrapragada Mallikarjuna Rao	Independent Director
Mrs. Pathika B Bhatt	Non-Executive Director

DIRECTOR RETIRING BY ROTATION SEEKING REAPPOINTMENT:

Mrs. Pathika B Bhatt (DIN:09488957), Non-Executive Director is liable to retire by rotation at the ensuing
Annual General Meeting and seeking reappointment, be re-appointed by the shareholders.

BOARD EVALUATION:

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall
monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual
evaluation needs to be made by the Board of its own performance and that of its committees and individual
directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent
directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The board of directors of the company had carried out an annual evaluation of its own performance, board
committees and individual directors pursuant to the provisions of the Act and the corporate governance
requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations 2015 (“SEBI Listing Regulations”) and the board of directors of the Company
had carried out an annual evaluation of its own performance, board committees and individual directors
pursuant to the provisions of the Act.

MEETINGS OF THE BOARD:

During the financial year 2023-24, the Board of Directors of your Company met 8 times, on May 22, 2023
August 14, 2023 August 29, 2023 September 6, 2023 November 14, 2023 December 06, 2023 February 14,
2024 March 05, 2024.

The Maximum Interval between any two meetings did not exceed 120 days.

The below table gives the composition, meeting dates and attendance of the Board of Directors.

Director	Category	No. of Other Director- ship(s)	Number of Membership (s) /Chairmanship(s)** of Board Committeesin other Companiesas on 31.03.2024	No. of Board Meeting attended	Whether attended the last AGM (Yes/ No)
Yerrapragada Mallikarjuna Rao	Independent Director	4	1. Source Industries (India) Limited. • Chairman of Audit Committee	8	Yes
			• Chairman of Stakeholders Relationship Committee.
Hari Prasad Puttumurthi	Independent Director	0	0	8	Yes
Bhasker K Bhatt	Managing Director	0	0	8	Yes
Madhav B Bhatt	Director	0	0	8	Yes
Anita Sakuru#	Director	0	0	3	NA
Pathika B Bhatt*	Director	0	0	5	Yes

#Mrs. Anitha Sakuru had resigned as Director with effect from the September 06, 2023. Subsequently.

*Mrs. Pathika B Bhatt (DIN: 09488957) has been appointed as Director with effect from the September 06,
2023.

Notes:

$ Excludes Directorships in Private Limited Companies, Foreign Companies and Section 8 Companies.

$$ Only Audit Committee and Stakeholders Relationship Committee have been considered in terms of
Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (“Listing
Regulations”).

All Directors are in compliance with the limit on Directorships as prescribed under Regulation 17A of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. None of the Directors are
related to each other.

Independent Director Means Director as mandated in Listing Regulations and Section 149(6) of the Companies
Act, 2013. All the Independent Directors have given the declaration of their independence at the beginning
of the financial year.

None of the Directors on the Board:

• is a member of more than 10 Board level committees and Chairman of 5 such committees across all the
Public Companies in which he or she is a director;

• holds directorships in more than ten public Companies;

• Serves as Director or as Independent Director (ID) in more than seven listed entities; and who are the
Executive Directors serves as ID in more than three listed entities. All the Directors of the Company
are appointed/ re-appointed by the Shareholders on the basis of recommendations of the Board and
Nomination and Remuneration Committee.

THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE
APPOINTED OR HAVE RESIGNED DURING THE YEAR:

The Board of directors of your Company has an optimum combination of Executive, Non-Executive and
Independent Directors including Women Director.

(i) Non-Executive Directors

Mrs. Anitha Sakuru (DIN: 00475947) Non-executive Director of the Company tendered her resignation
letter dated September 06, 2023 due to personal reasons and the same was considered and approved by
the Board of Directors at their meeting held on September 06, 2023.

Mrs. Pathika B Bhatt, (DIN: 09488957) has been appointed as Non-executive Director of the Company
w.e.f., September 06, 2023.

(ii) Key Managerial Personnel
During the year under review:

a) Mrs. Triveni Banda, Company Secretary and Compliance Officer of the Company tendered her
resignation letter dated December 6, 2023 due to personal reasons.

b) Mr. Anand Joshi has been appointed to the office of Company Secretary and compliance officer
of the Company w.e.f., March 5, 2024.

INDEPENDENT DIRECTORS:

During the financial year under review, Independent Directors of the Company have met for one time on
February 14, 2024.

• Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;

• Evaluation of the performance of the Chairman of the Company, taking into account the views of the
Executive and Non-Executive Directors;

• Evaluation of the quality, content and timelines of flow of information between the Management and
the Board that is necessary for the Board to effectively and reasonably perform its duties;

• All the Independent Directors were present at the meeting.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. They have also complied with the Code for Independent
Directors prescribed in Schedule IV of the Companies Act, 2013.

In the opinion of Board, Independent Directors fulfil the conditions specified in the Companies Act, 2013
read with schedules and rules thereto as well as the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Independent Directors are independent of management.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION AND OTHER MATTERS:

a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee has been formed in compliance with Regulation 19 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section
178 of the Companies Act, 2013. The main object of this Committee is to identify persons who are
qualified to become directors and who may be appointed in senior management of your Company,
recommend to the Board their appointment and removal and shall carry out evaluation of every Director’s
performance, recommend the remuneration package of both the Executive and the Non-Executive
Directors on the Board and also the remuneration of Senior Management, one level below the Board.
The Committee reviews the remuneration package payable to Executive Director(s), makes appropriate
recommendations to the Board and acts in terms of reference of the Board from time to time.

On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and
framed a Remuneration Policy for the Directors, Key Managerial Personnel and other Employees
pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations and the same is
enclosed as Annexure -1 and the Remuneration Policy is posted on the website of your Company
which may be accessed at https://www.bhudeviprojects.com/

The remuneration determined for Executive/Non-Executive Directors is subject to the recommendation
of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non¬
Executive Directors are entitled to sitting fees for the Board/Committee Meetings and profit based
commission. The remuneration paid to Directors and Key Managerial Personnel and all other employees
is in accordance with the Remuneration Policy of your Company.

b) Familiarisation/ Orientation program for Independent Directors:

A formal familiarization program was conducted apprising the directors of the amendments in the
Companies Act, rules prescribed thereunder, SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and all other applicable laws to your Company. All the directors were also apprised
about the business activities of your Company.

It is the general practice of your Company to notify the changes in all the applicable laws to the Board
of Directors, from time to time. The objective of the program is to familiarize Independent Directors
on the Board with the business of your Company, industry in which your Company operates, business
model, challenges etc. through various programs such as interaction with experts within your Company,
meetings with our business leads and functional heads on a regular basis.

The details of such familiarization programs for Independent Directors are posted on the website of
your Company which may be accessed at https://www.bhudeviprojects.com/

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own
performance, the directors individually as well as the evaluation of the working of its Audit, Nomination
and Remuneration and all other committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors,
covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and
its Committees, board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman
of the Board, who were evaluated on parameters such as level of engagement and contribution, independence
ofjudgment, safeguarding the interest of your Company and its minority shareholders etc. The performance
evaluation of the Independent Directors was carried out by the entire Board, excluding the Independent
Director being evaluated.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a
whole and the Chairman of your Company was evaluated, taking into account the views of the Executive
Directors & Non-Executive Directors. The Nomination and Remuneration Committee reviewed the
performance of individual directors on the basis of criteria such as the contribution of the individual director
to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc. The Directors expressed their satisfaction with the
evaluation process.

COMMITTEES:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the
delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined
scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee
AUDIT COMMITTEE:

The management is responsible for the Company’s internal controls and the financial reporting process
while the statutory auditors are responsible for performing independent audits of the Company’s financial
statements in accordance with generally accepted auditing practices and for issuing reports based on such
audits. The Board of Directors has constituted and entrusted the Audit Committee with the responsibility to
Supervise these processes and thus ensure accurate and timely disclosures that maintain the transparency,
integrity and quality of financial control and reporting. The constitution of the Audit Committee meets with
the requirements of Section 177 of the Companies Act, 2013 and Listing Regulations.

The Audit Committee comprises of Independent Directors and Non-Executive Directors. All members of
the Audit Committee are financially literate and bring in expertise in the fields of finance, economics,
strategy and management.

(i) Meetings during the Financial Year:

During the financial year 2023-24, the Audit Committee met four times on May 22, 2023, August 14,
2023, November 14, 2023 and February 14, 2024.

The below table gives the composition and attendance for the meetings of the Audit Committee and
the Company Secretary of the Company act as the secretary of the Committee.

The Composition, Number of meetings held/attended during the financial year of the Audit Committee
is as follows:

Sr. No.	Name	Position	Number of meetings during the financial year
			Held	Attended
1	Mr. Yerrapragada Mallikarjuna Rao	Chairman	4	4
2	Mr. Hari Prasad Puttumurthi	Member	4	4
3	Mrs. Anitha Sakuru	Member	1 (entitled for 1 meeting)	1 (entitled for 1 meeting)
4	Mrs. Pathika B Bhatt	Member	3 (entitled for 3 meetings)	3 (entitled for 3 meetings)

Note: Mrs. Anitha Sakuru had resigned as member with effect from the September 06, 2023.
Subsequently, Mrs. Pathika B Bhatt (DIN: 09488957) has been appointed as member with effect from
the September 06, 2023.

(i) Terms of Reference:

The terms of reference of the Audit Committee are formulated pursuant to the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into
with Stock Exchange read with Section 177 of the Companies Act, 2013 and includes such other
functions as may be assigned to it by the Board from time to time.

The brief terms of reference of the Audit Committee are provided in Annexure-2 which forms part of
this report.

NOMINATION AND REMUNERATION COMMIITTEE:

The Board has constituted Nomination & Remuneration Committee consisting of two Independent Directors
and one Non-Executive Director. The terms of reference of the Committee covers evaluation of compensation
and benefits for Executive Director(s), Non-Executive Director(s), Senior Management Employees, framing
of policies and systems of the Employee Stock Appreciations Rights Plan 2021 and looking after the issues
relating to major HR policies.

(i) Meetings During the Financial Year:

During the financial year 2023-24, the Committee met two times on September 06, 2023 and March
05, 2024

The below table gives the composition and attendance record of the Nomination & Remuneration
Committee and the Company Secretary of the Company act as the secretary of the Committee.

Sr. No.	Name	Position	Number of meetings during the financial year
			Held	Attended
1	Mr. Hari Prasad Puttumurthi	Chairman	2	2
2	Mr. Yerrapragada Mallikarjuna Rao	Member	2	2
3	Mrs. Anitha Sakuru	Member	-	-
4	Mrs. Pathika B Bhatt	Member	2	2

Note: Mrs. Anitha Sakuru had resigned as member with effect from the September 06, 2023.
Subsequently, Mrs. Pathika B Bhatt (DIN:09488957) has been appointed as member with effect from
the September 06, 2023.

The brief terms of reference of the Nomination & Remuneration Committee are provided in Annexure-
3 which forms part of this report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board has constituted Stakeholders Relationship Committee consisting of majority of Independent
Directors and a Non-Executive Director.

The Stakeholders Relationship Committee is empowered to perform the functions of the Board relating to
handling of stakeholders’ queries and grievances.

(i) MEETINGS DURING THE FINANCIAL YEAR

During the financial year 2023-24, the Committee met two times on May 22, 2023, February 14, 2024.

The below table gives the composition and attendance record of the Stakeholders Relationship
Committee. The Company Secretary of the Company act as the secretary of the Committee and also
designated as Compliance Officer.

Sr. No.	Name	Position	Number of meetings during the financial year
			Held	Attended
1	Mr. Yerrapragada Mallikarjuna Rao	Chairman	2	2
2	Mr. Hari Prasad Puttumurthi	Member	2	2
3	Mrs. Anitha Sakuru	Member	1 (entitled for 1 meeting)	1 (entitled for 1 meeting)
4	Mrs. Pathika B Bhatt	Member	1 (entitled for 1 meeting)	1 (entitled for 1 meeting)

Note: Mrs. Anitha Sakuru had resigned as member with effect from the September 06, 2023.
Subsequently, Mrs. Pathika B Bhatt (DIN:09488957) has been appointed as member with effect from
the September 06, 2023.

The company has registered itself under SEBI Compliant Redressal System (SCORES) for faster and
transparent processing of Investor Grievance. The details of Complaints receive and resolved during
the year is as follows:

1	Pending at the beginning of the year	0
2	Received during the year	0
3	Disposed of during the year	0
4	Remaining unresolved at the end of the year	0

There are no outstanding complaints as on March 31, 2024

The brief terms of reference of the Stakeholders Relationship Committee are provided in Annexure-4
which forms part of this report

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo
as required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014 are provided in Annexure - 5 hereto which forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013:

The Company has complied with the provisions of Sec.186 of the Companies Act, 2013 in respect of the
investments made by the Company. The details of which are provided in note no.4 to the financial statements
of the Company. Further, Company has not provided any loans and given any guarantees during the period
under review.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as Annexure - 6 to
this report.

STATUTORY AUDITORS:

M/s. MHA & Associates LLP, Chartered Accountants (Firm Registration Number: S200133), vide letter
dated August 14, 2024 have resigned from the position of Statutory Auditors of the Com pany, resulting into
casual vacancy in the office of Statutory Auditors of the Company. the Board of Directors at its meeting held
on September 05, 2024, as per the recommendation of the Audit Committee, subject to approval of
shareholders, have appointed M/s. Samudrala K & Co. LLP, Chartered accountants, Hyderabad (FRN-
S200142), as Statutory Auditors of the Company with effect from September 05, 2024 till ensuing annual
general meeting.

Pursuant to the provisions of Section 139 and other applicable provisions of the Companies Act 2013 read
with the Companies (Audit and Auditors) Rules. 2014, the Board of Directors at its meeting held on September
05, 2024, as per the recommendation of the Audit Committee, have recommended the reappointment of M/
s. Samudrala K & Co. LLP, Chartered accountants, Hyderabad (FRN-S200142), as Statutory Auditors of the
Company to hold office for a period of five years, from the conclusion of the 32^nd AGM till the conclusion of
the 37^th AGM of the Company to be held in the year 2029 at such remuneration plus applicable taxes, and
out of pocket expenses, as may be determined and recommended by the Audit Committee and duly approved
by Board of Directors of the Company.

For above appointments, the Company has received consent letter and eligibility certificate from Samudrala
K & co LLP, Chartered accountants, Hyderabad (FRN-S200142), to act as Statutory Auditors of the Company
along with a confirmation that their appointment, if made, would be within the limits prescribed under the
Companies Act, 2013.

The Statutory Auditors Report does not contain any qualifications, reservations, or adverse remarks or
disclaimer.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee have re-appointed Swati
Doogar & Co., Chartered Accountants, Hyderabad, as the Internal Auditors of your Company.

MAINTENANCE OF COST RECORDS:

The maintenance of cost records as specified by the Central Government under sub-section (1) of section
148 of the Companies Act, 2013, is not applicable to the Company and accordingly such accounts and
records are not required to be made and maintained.

COST AUDITORS:

The appointment of Cost Auditors as specified under sub-section (1) of Section 148 of the Companies Act,
2013, is not applicable to the Company.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. N. Vanitha, Practicing
Company Secretary (C.P. No.: 10573), Hyderabad, to undertake the secretarial audit of the Company for the
FY 2023-24. The Secretarial Audit Report for the FY 2023-24 is herewith attached as Annexure 7.

Comments of the Board on observations given by the Secretarial Auditor: Mrs. Triveni Banda (Membership
No. A68042) was resigned on December 06, 2023 and Mr. Anand Joshi (Membership No. A73084) was
appointed as Company Secretary and Compliance Officer of the company on March 05, 2024. Pursuant to
Regulation 6(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 vacancy
of Company Secretary and Compliance Officer of the company should be filled not later than three months
from the date of such vacancy. Thus, the Company has Appointed Mr. Anand Joshi (Membership No. A73084)
within 3 months from the date of resignation of Mrs. Triveni Banda (Membership No. A68042) as Company
Secretary and Compliance Officer of the company. The company was incompliance with Regulation 6(1A)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Company has
applied for waiver of fine on July 18, 2024. further details are attached as Secretarial Audit Report for the
FY 2023-24 in Annexure - 7.

COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company has devised proper systems to ensure compliance with the provisions of all the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are
adequate and operating effectively. During the year under review, your Company has complied with the
Secretarial Standards issued by the Institute of Company Secretaries of India.

RELATED PARTY TRANSACTIONS:

There are no related party transactions as specified under section 188 of the Companies Act, 2013 and rules
made thereunder during the financial year 2023-24. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the Company at large. Except the loan taken
from director as disclosed in note 32 of financial statements of the Company.

The policy on related party transactions and dealings in related party transactions, as approved by the Board
is available on the website which may be accessed at https://www.bhudeviprojects.com/

ANNUAL RETURN:

In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in the prescribed
format i.e. Form MGT-7 is placed on the website of your Company which may be accessed at https://
www.bhudeviprojects.com/

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their
knowledge and belief and according to the information and explanation obtained by them,

a. in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable
accounting standards have been followed along with proper explanation relating to material departures;

b. the directors had 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 affairs of
the Company as at March 31,2024 and of the profit or loss of the Company for the financial year ended
on that date;

c. Proper and sufficient care for the maintenance of adequate accounting records in accordance with
these provisions of the Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;

d. The annual accounts for the year 2023-24 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 effectively;

f. Devised proper systems to ensure compliance with the provisions of all applicable laws were in place
and were adequate and operating effectively.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013
read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

LOANS FROM DIRECTORS:

During the Financial Year, the Company has received unsecured loans from directors which are as specified
in Note No.11 and Note No.32 to the financial statements of the Company.

CORPORATE GOVERNANCE

Since the paid-up capital of the Company is less than Rs. 10 Crores and the net worth of the Company is less
than Rs.25 Crores, the provisions of Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to
(i) of sub-regulation 2 of Regulation 46 and para-C, D & E of Schedule V of the Securities Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the
Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through your
Company’s Whistle Blower Policy, to deal with instances of fraud and mismanagement, if any in the Group.
The Policy provides for adequate safeguards against victimization of employees and Directors who avail the
mechanism and also provides for direct access to the Chairman of the Audit Committee. The details of the
Policy is available on the website of your Company which may be accessed at https://
www.bhudeviproiects.com/

The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting
highest standards of professionalism, honesty, integrity and ethical behaviour. All the employees of your
Company are covered under the Whistle Blower Policy.

REPORTING OF FRAUDS:

During the year under review, there was no instance of fraud, which required the Statutory Auditors to report
to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the rules made
thereunder.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and as amended in respect of our employees, is attached
herewith and marked as Annexure- 8

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS,
COURTS AND TRIBUNALS:

During the financial year under review, no significant or material orders were passed by the regulators or
courts or tribunals which impact the going concern status and the future operations of the Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR
STATUS AS AT THE END OF THE FINANCIAL YEAR:

No application was made or any proceedings pending under the IBC, 2016 during the year ended on
March 31, 2024.

LISTING & TRADING:

Our Equity Shares are listed on BSE Limited, Mumbai. The listing fee for the FY 2024-25 has been duly
paid.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place proper and adequate internal control systems commensurate with the nature of its
business, and size and complexity of its operations. Internal control systems comprising of policies and
procedures designed to ensure reliability of financial reporting, timely feedback on achievement of operational
and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets
and resources are acquired are used economically

HUMAN RESOURCE & INDUSTRIAL RELATIONS:

Your Company continues to foster a culture of fair management practices, endeavouring to provide a congenial
work environment. It consistently invests in its human assets to recruit, train and retain high-potential talent

A conscientious bottom-up approach to skills training strengthens overall competencies. As a result, your
Company’s workforce consists of an invaluable mix of fresher’s and experienced employees with extensive
industry insight - a key cornerstone in the organization’s success.

INSIDER TRADING REGULATIONS:

The Company has adopted an ‘Code of Conduct to Regulate, Monitor and Report Trading by Insiders ‘ (“the
Code”) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations).

The Code is applicable to Promoters, Member of Promoter’s Group, all Directors and such Designated
Employees who are expected to have access to unpublished price sensitive information relating to the
Company. The Company Secretary is the Compliance Officer for monitoring adherence to the SEBI
(Prohibition of Insider Trading) Regulations, 2015.

The Company has also formulated ‘The Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information (UPSI)’ in compliance with the SEBI (PIT) Amendment Regulations, 2018.
This Code is displayed on the Company’s website https://www.bhudeviproiects.com/

STATEMENT IN RESPECT OF THE SEXUAL HARASSMENT AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

As per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013. The Company has zero tolerance for sexual harassment at workplace and has adopted
a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and Rules framed thereunder.

During F. Y 2023-24 the Company had received 0 complaints on sexual harassment.

a. number of complaints filed during the financial year : Nil

b. number of complaints disposed of during the financial year : Nil

c. number of complaints pending as on end of the financial year : Nil
GREEN INITIATIVE IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing
paperless compliances by the Companies and permitted the service of Annual Reports and documents to the
shareholders through electronic mode subject to certain conditions and your Company continues to send
Annual Reports and other communications in electronic mode to the members who have registered their
email addresses with your Company/RTA.

ACKNOWLEDGEMENTS:

Your directors sincerely thank the bankers, business associates, consultants and various government authorities
for the continued support extended by them to the Company during the year under review. Your directors
also acknowledge the support of the shareholders and confidence reposed by them in your Company and
place on record their appreciation and gratitude for the same.

By the Order of Board of Directors of
Bhudevi Infra Projects Limited
(Formerly known as Aarv Infratel Limited)

Sd/- Sd/-

Bhasker K Bhatt Madhav B Bhatt

Chairman & Managing Director Director

DIN:09463033 DIN:09486950

Date: September 05, 2024
Place: Hyderabad.

---

Mar 31, 2014

The Members Nylofils India Limited

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report on the business and operations together with Audited Annual accounts of your Company for the Financial year ended 31st March 2014.

FINANCIAL RESULTS (Amt in Rs.) Particulars 2013-2014 2012-2013

Total Income Nil Nil

Increase/(Decrease) in stocks Nil Nil

Total Expenditure before Interest & Depreciation 2,52,806 3,33,253

Interest Nil Nil

Depreciation 696 696

Profit/Loss (-) -2,52,806 -10,63,550.00

Prior period Adjustments 0 0

Provision for tax Nil Nil

Profit/Loss (-) after Taxation -2,52,806 -10,63,55°.00

OPERATIONS

Your Company had discontinued manufacturing and trading in fishnets in the financial year 2006-2007 and cleared all the amounts due to banks / financial institutions. Board is examining various options to scale up company''s business in the near future.

DIVIDEND

Your directors express their inability to recommend any dividend for the financial year 2013-2014 due to accumulated losses.

FIXED DEPOSITS

During the year the Company has neither invited nor accepted any Fixed Deposits from the public.

AUDITORS

M/s Rao & Kumar, Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from the Auditors that their appointment, if made, will be in conformity with Section 141 of the Companies Act, 2013. M/s. Rao & Kumar Chartered Accountants, being eligible, are recommended for re-appointment as Auditors of the Company till the conclusion of the next Annual General Meeting.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, read with the Articles of Association of your Company, Mr. Vetcha Venkateswara Rao, Managing Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for reappointment.

Mr. Singmasetty Kishore (DIN:03608495) and Mr. Singamsetty Lova Raju (DIN:03608498), non- executive Independent Directors are recommended to be appointed as Independent Directors for a period of five years pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013.

Brief profile of the above Director is provided in the report of Corporate Governance forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' responsibility statement, the Board of Directors of your Company confirms that:

1. In the preparation of the annual accounts for the year ended 31st March 2013, the applicable accounting standards have been followed with proper explanations relating to material departures.

2. 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 affairs of the company at the end of the financial year ended on 31st March, 2013 and of the loss of the company for the year ;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

4. The Directors have prepared the accounts for the financial year ended 31st March 2014 on a going concern basis.

AUDIT COMMITTEE

The Company constituted Audit Committee which meets the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

LISTING OF SHARES

The Equity shares of your Company are listed on Ahmedabad Stock Exchange and Bombay Stock Exchange. The shares of the Company are being traded on Bombay Stock Exchange.

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance, Management Discussion and Analysis Report and the Certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:

(a) Energy Conservation measures taken: Not Applicable.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy: NIL

(c) Impact of the measures (a) and (b) above for energy consumption and consequent impact on the cost of production of goods: As energy conservation is very meager and energy cost forms a small part of total costs, the impact on costs is not material.

B. Technology Absorption:

Research and Development (R & D)

1. Specific areas in which R & D carried out by the Company NIL

2. Benefits derived as a result of the R & D N.A

3. Future plan of Action NIL

4. Expenditure on R & D NIL

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

There is no technology absorption during the financial year.

FOREIGN EXCHANGE EARNINGS & OUTGO

2013-2014 2012-2013

a. Foreign Exchange earnings (FOB basis) NIL NIL

b. Foreign Exchange outgo

1) CIF value of imports

- Raw materials NIL NIL

- Capital Goods NIL NIL

2) Travelling Expenses NIL NIL

PARTICULARS OF EMPLOYEES

There are no employees in the Company, whose names are required to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

E-VOTING:

In terms of Section 108 of the Companies Act, 2013, Rules framed thereunder and Clause 35B of the Listing Agreement, the Company is providing e-voting facility to its shareholders in respect of all shareholders'' resolutions proposed to be passed at this Annual General Meeting.

APPRECIATION

Your Directors take this opportunity to express their sincere appreciation and thanks to the shareholders for their continued support.

For and on behalf of the Board For Nylofils India Limited

V. Venkateswara Rao K. Lakshamana Prasad

Managing Director Whole Time Director

DIN: 03294204 DIN:03294212

Corporate Identification Number: L05005AP1992PLC01369

Place: Rajahmundry

Date 26.05 2014

---

Mar 31, 2013

To The Members Nylofils India Limited

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report on the business and operations together with Audited Annual accounts of your Company for the Financial year ended 31st March 2013.

FINANCIAL RESULTS (Amnt in Rs.)

Particulars 2012-2013 2011-2012

Total Income Nil 20,17,094

Increase/(Decrease) in stocks Nil NIL

Total Expenditure before Interest & Depreciation 3,33,253 0,31,661.31

Interest Nil NIL

Depreciation * 696 696

Profit/Loss (-) -10,63,550.00 13,85,842.31

Prior period Adjustments 0 0

Provision for tax Nil Nil

Profit/Loss (-) after Taxation -10,63,550.00 13,85,842.31

OPERATIONS

Your Company had discontinued manufacturing and trading in fishnets in the financial year 2006-2007 and cleared all the amounts due to banks / financial institutions. Board is examining various options to scale up company''s business in the near future.

DIVIDEND

Your directors express their inability to recommend any dividend for the financial year 2012-2013 due to accumulated losses.

FIXED DEPOSITS

During the year the Company has neither invited nor accepted any Fixed Deposits from the public under the provisions of Section 58A of the Companies Act, 1956. .

AUDITORS

Mrs Rao & Kumar, Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from the Auditors that their appointment, if made, will be in conformity with Section 224 (IB) of the Companies Act, 1956. M/s.

Rao & Kumar Chartered Accountants, being eligible, are recommended for re-appointment as Auditors of the Company till the conclusion of the next Annual General Meeting.

Directors

Pursuant to Section 256 of the Companies Act, 1956 read with the Article of Association of your Company, Mr. S. Lova Raju , Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for reappointment.

Brief profile of the above Director is provided in the report of Corporate Governance forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' responsibility statement, the Board of Directors of your Company confirms that:

1. In the preparation of the annual accounts for the year ended 31st March 2013, the applicable accounting standards have been followed with proper explanations relating to material departures.

2. 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 affairs of the company at the end of the financial year ended on 31st March, 2013 and of the loss of the company for the year ;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

4. The Directors have prepared the accounts for the financial year ended 31st March 2013 on a going concern basis.

AUDIT COMMITTEE

The Company constituted Audit Committee which meets the requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

LISTING OF SHARES

The Equity shares of your Company are listed on Ahmedabad Stock Exchange and Bombay Stock Exchange. The shares of the Company are being traded on Bombay Stock Exchange. .

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance, Management Discussion and Analysis Report and the Certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report.

A. Conservation of Energy:

(a) Energy Conservation measures taken: Not Applicable.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy: NIL

(c) Impact of the measures (a) and (b) above for energy consumption and consequent impact on the cost of production of goods: As energy conservation is very meager and energy cost forms a small part of total costs, the impact on costs is not material.

B. Technology Absorption:

Research and Development (R & D)

1. Specific areas in which R & D carried out by the Company NIL

2. Benefits derived as a result of the R & D N.A

3. Future plan of Action NIL

4. Expenditure on R & D NIL TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION: There is no technology absorption during the financial year.

PARTICULARS OF EMPLOYEES

There are no employees in the Company, whose names are required to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PPRECIAITON

Your Directors take this opportunity to express their sincere appreciation and thanks to the shareholders for their continued support.

For and on behalf of the Board of Directors

Nylofils India Limited

V. Venkateswara Rao

K. Lakshamana Prasad

Place: Rajahmundry Managing Director Director

Date: 30thMay,2013

---

Mar 31, 2012

The Directors have pleasure in presenting the 13th Annual Report on the business and operations together with Audited Annual accounts of your Company for the Financial year ended 31st March 2012.

FINANCIAL RESULTS (Amt in Rs.)

Particulars 2011-2012 2010-2011

Total Income 20.17,094 Nil Increase/(Decrease) in stocks Nil Nil

Total Expenditure before Interest & Depreciation 20,30,965 156308

Interest Nil Nil

Depreciation 696 210

Profit/Loss (-) -13,85,842.31 -1,56,518

Prior period Adjustments 0 0

Provision for tax Nil Nil

Profit/Loss (-) after Taxation -13,85,842.31 -1,56,518

OPERATIONS

Your Company had discontinued manufacturing and trading in fishnets in the financial year 2006-2007 and cleared all the amounts due to banks / financial institutions. Your Board has revived the business in small way by starting trading activity in fishnets. Board is examining various options to scale up company's business in the near future. The entire operations are being done by the Managing Director himself and Company does not have any employees as of now.

REVOCATION OF SUSPENSION OF COMPANY'S SCRIP

The suspension in trading of equity shares of your company has been revoked by Bombay Stock Exchange w.e.f. Friday, May 25, 2012 and trading in the securities shall happen under the " T " group.

CONNECTIVITY FROM CDSL AND NSDL FOR DEMATRIALIZATION

Your Company has established electronic connectivity with Central Depository Services (India) Limited ("CDSL")- for dematerialization of Company's shares through its Registrar "System Support Services", Mumbai. The IS1N number granted to the Company's shares is INE432N01010. Company is also expecting connectivity from NSDL very soon.

The shareholders can start dematerialization of their securities with any of the depository participant registered with CDSL.

DIVIDEND

Your directors express their inability to recommend any dividend for the financial year 2011- 2012 due to accumulated losses.

FIXED DEPOSITS

During the year the Company has neither invited nor accepted any Fixed Deposits from the public under the provisions of Section 58A of the Companies Act, 1956.

CODE OF CONDUCT

The Board has laid down a code of conduct for all Board Members, Senior Management and employee of the Company.

AUDITORS

M/s Rao & Kumar, Chartered Accountants, Auditor's of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from the Auditors that their appointment, if made, will be in conformity with Section 224 (IB) of the Companies Act, 1956. M/s. Rao & Kumar Chartered Accountants, being eligible, are recommended for re-appointment as Auditors of the Company till the conclusion of the next Annual General Meeting.

Directors

Pursuant to Section 256 of the Companies Act. 1956 read with the Article of Association of your Company, Mr. Singamsetty Kishore, Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for reappointment.

Brief profile of the above Director is provided in the report of Corporate Governance forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2 AA) of the Companies Act, 1956, with respect to the Directors' responsibility statement, the Board of Directors of your Company confirms that:

1. In the preparation of the annual accounts for the year ended 31st March 2012, the applicable accounting standards have been followed with proper explanations relating to material departures.

2. 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 affairs of the company at the end of the financial year ended on 31st March, 2012 and of the loss of the company for the year ;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

4. The Directors have prepared the accounts for the financial year ended 31st March 2012 on a going concern basis.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORP ON, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:

(a) Energy Conservation measures taken: Not Applicable.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy: NIL

(c) Impact of the measures (a) and (b) above for energy consumption and consequent impact on the cost of production of goods: As energy conservation is very meager and energy cost forms a small part of total costs, the impact on costs is not material.

13. Technology Absorption:

Research and Development (R & D)

!. Specific areas in which R & D carried out by the Company NIL

2. Benefits derived as a result of the R & D N.A

3. Future plan of Action NIL

4. Expenditure on R & D NIL

TECHNOLOGY ABSORPTION. ADAPTATION AND INNOVATION:

There is no technology absorption during the financial year.

FOREIGN EXCHANGE EARNINGS & OUTGO

2011-12 2010-11

a. Foreign Exchange earnings (FOB basis) NIL NIL

b. Foreign Exchange outgo

1) CIF value of imports

- Raw materials NIL NIL

- Capital Goods NIL NIL

2) Travelling Expenses NIL NIL

PARTICULARS OF EMPLOYEES

There are no employees in the Company, whose names are required to he disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

The report on Corporate Governance and Management Discussion & Analysis along with the certificate from the Statutory Auditors certifying the compliance of Corporate Governance enunciated in Clause 49 of the Listing Agreement entered with the Stock Exchanges is annexed to this Annual Report.

APPRECAITON

Your Directors take this opportunity to express their sincere appreciation and thanks to the employees, the shareholders for their continued support.

For and on behalf of the Board of Directors

Nylofils India Limited

V. Venkateswara Rao K. Lakshamana Prasad

Place: Rajahmundry Managing Director Director

Date : 03rd July, 2012

---

Mar 31, 2010

Dear Members,

The Directors have pleasure in presenting the Eleventh Annual Report on the business and operations together with Audited Annual accounts of your Company for the Financial year ended 31st March 2010.

FINANCIAL RESULTS (Amt in Rs.)

Particulars 2009-10 2008-2009

Total Income Nil Nil

Increase/(Decrease) in stocks Nil Nil

Total Expenditure before Interest & Depreciation 10,000 33,238

Interest: Nil Nil

Depreciation 696 4,621

Profit/Loss -10,696 37,859

Prior period Adjustments 2,03,134 Nil

Provision for tax Nil Nil

Profit/Loss (-) after Taxation 1,94,438 37,859

OPERATIONS

Your Company discontinued manufacturing and trading in Fishnets and in the financial year 2006-2007 due to non availability of funds, Company is reconsidering to start the trading activity in fish nets in the financial year 2010-2011.

REVOCATION OF SUSPENSION OF COMPANY'S SCRIP

Trading in your Company scrip has been suspended by BSE due to non compliance's .During the year company will take steps to regularize the non compliance's and pursue matter with BSE for Revocation

DIVIDEND

Your directors express their inability to recommend any dividend for the financial year 2009- 2010 due to accumulated losses.

FIXED DEPOSITS

During the year the Company has neither invited nor accepted any Fixed Deposits from the public under the provisions of Section 58A of the Companies Act, 1956.

CODE OF CONDUCT

The Board has laid down a code of conduct for all Board Members, Senior Management and employee of the Company.

AUDITORS

M/s Rao & Kumar, Chartered Accountants, Auditor's of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from the Auditors that their appointment, if made, will be in conformity with Section 224 (IB) of the Companies Act, 1956. M/s. Rao & Kumar Chartered Accountants, being eligible, are recommended for re-appointment as Auditors of the Company till the conclusion of the next Annual General Meeting.

Directors

Mr. Singamsetti Lovaraju has been appointed as additional Directors of the Company w.e.f. 30th January, 2010. His regularization is proposed in this Annual General Meeting.

Mr. Singamsetti Kishore has been appointed as additional Directors of the Company w.e.f. 30th January, 2010. His regulaiization is proposed in this Annual General Meeting.

Mr. V. Venkateswara Rao has efficiently completed five years of service as Managing Director to the Company and has been recommended for the reappointment at the ensuing Annual General Meeting.

Brief profile of the above Directors is provided in the report of Corporate Governance forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors' responsibility statement, the Board of Directors of your Company confirms that:

1. In the preparation of the annual accounts for the year ended 31st March 2010, the applicable accounting standards have been followed with proper explanations relating to material departures.

2. 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 affairs of the company at the end of the financial year ended on 31st March, 2010 and of the profit of the company for the year;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

4. The Directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:

(a) Energy Conservation measures taken: Not Applicable.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy: NIL

(c) Impact of the measures (a) and (b) above for energy consumption and consequent impact on the cost of production of goods: As energy conservation is' very meager and energy cost forms a small part of total costs, the impact on costs is not material.

PARTICULARS OF EMPLOYEES

There arc no employees in the Company, whose names are required to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 .

CORPORATE GOVERNANCE

The report on Corporate Governance and Management Discussion & Analysis along with the certificate from the Statutory Auditors certifying the compliance of Corporate Governance enunciated in Clause 49 of the Listing Agreement entered with the Stock Exchanges is annexed to this Annual Report.

APPRECIAITON

Your Directors take this opportunity to express their sincere appreciation and thanks to the employees the shareholders for their continued support. For and on behalf of the Board of Directors

Nylofils India Limited

V. Venkateswara Rao K. Lakshamana Prasad

Place: Rajahmundry Managing Director Director

Date :01st September 2010