Directors Report of Abhishek Infraventures Ltd.

Mar 31, 2024

Your Board of Directors are pleased to present the 40th Annual Report of your
Company on the business and operations of your Company along with the
audited financial statements (both standalone and consolidated) for the
financial year ended March 31,2024 and Auditors report thereon.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS STATE OF
AFFAIRS:

The performance during the period ended 31st March, 2024 has been as
under:

(Rs. In Lakhs) (Rs. In Lakhs)

Consolidated		Particular	Standalone
2023-24	2022-23		2023-24	2022-23
-	63.45	Total Income	-	40.69
26.06	63.46	Total Expenditure	25.20	39.60
(26.06)	(0.02)	Profit (Loss)Before Tax	(25.20)	1.09
-	-	Provision for Tax	-	-
(26.06)	(0.02)	Profit (Loss) after Tax	(25.20)	1.09
-	-	Other Comprehensive Income, Net of tax	-	-
-	-	Total Comprehensive Income	-	-
-	-	Balance Carried to Balance Sheet	-	-
		Earning per Equity Share
(0.52)	(0.00)	Basic	(0.05)	0.02
(0.52)	(0.00)	Diluted (in Rs.)	(0.05)	0.02

2. REVIEW OF OPERATIONS:

Standalone:

The total revenue of the Company for the financial year on standalone
basis under review was Nil as against Rs. 40.69 Lakhs revenue for the
previous financial year. The company recorded a net loss of Rs. 25.20
Lakhs for the financial year 2023-24 as against the net Profit of Rs. 1.09
lakhs for the previous year.

Consolidated:

The total revenue of the Company for the financial year under review on
consolidated basis was Nil as against Rs. 63.45 lakhs for the previous
financial year. The company recorded a net loss of Rs. 26.06 Lakhs for
the financial year 2023-24 as against the net loss of Rs. 0.02 Lakhs for
the previous year.

3. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was
no change in the nature of Business.

4. RESERVES:

The Closing balance of reserves, including retained earnings, of the
Company as at March 31st 2024 is Rs. (76,65,000).

5. DIVIDEND:

The Board of Directors of your Company, after considering holistically the
relevant circumstances and keeping in view the Company''s financial
position, have not recommended dividend for the year 2023-2024.

6. UNPAID / UNCLAIMED DIVIDEND:

There is no unpaid or unclaimed dividend with the company.

7. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

The Company is not required to transfer any amount to IEPF pursuant to
Section 125 of the Companies Act, 2013 and Rules made thereof.

8. MATERIAL CHANGES & COMMITMENT AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting financial
position of the company between 31st March, 2024 and the date of
Board''s Report. (i.e. 12.08.2024)

9. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under
review.

10. SHARE CAPITAL:

The Authorized share capital of the Company stands at Rs.

10.50.00. 000/- (Rupees Ten Crore Fifty Lakhs Only) divided into

1.05.00. 000 (One Crore Five Lakhs Only) Equity Shares of Rs. 10/-
Each.

The Paid-up share capital of the Company stands at Rs. 5,04,90,000 /-
(Rupees Five Crore Four Lakhs Ninety Thousand Only) divided into
50,49,000 (Fifty Lakhs Forty-Nine Thousand Only) equity shares of
Rs.10/- each.

11. APPOINTMENT / RE-APPOINTMENT / RESIGNATION /
RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY
MANANGERIAL PERSONNEL:

a) Appointments:

Following Appointments have taken place till the date of this report

SNo	Name of the Director/KMP	Designation	Date
1.	Ms. Ritu Sharma	Company Secretary and Compliance Officer	05.12.2023
2.	Ms. Apoorva Singhvi	Company Secretary and Compliance Officer	01.08.2024

b) Resignations:

Following Resignations have taken place till the date of this report

SNo	Name of the Director/KMP	Designation	Date
1.	Ms. Amrita Bapna	Company Secretary and Compliance Officer	28.11.2023
2.	Ms. Ritu Sharma	Company Secretary and Compliance Officer	17.05.2024

The Board places on record its sincere appreciation for the services rendered
by the Directors/KMP during their association with the Company.

12. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL
BASIS:

The Company has received declarations from Independent directors of
the company to the effect that they are meeting the criteria of
independence as provided in Sub-section (6) of Section 149 of the
Companies Act, 2013 and have also confirmed that they have complied
Company''s Code of Conduct.

The Independent Directors have confirmed that they are not aware of any
circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgement and without any external
influence.

13. BOARD MEETINGS:

During the year, the Board of Directors duly met 6 (Six) times on
30.05.2023, 14.08.2023, 08.09.2023, 11.11.2023, 05.12.2023,
13.02.2024 in respect of which meetings, proper notices were given and
the proceedings were properly recorded and signed in the Minutes Book
maintained for the purpose.

Name of Director	Designation	No. of Meetings held	No. of Meetings attended
Mr. Nagaraju Nookala	Whole -Time Director	6	6
Mr. Rahul Erramshetty	Non-Executive Director	6	6
Mr. Varra Chinnapu Reddy	Independent Director	6	6
Mrs. Nirmala Sanapala	Independent Director	6	6
Mr. Chinna Ramayya Gari Srikanth	Independent Director	6	6

14. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own
performance, board committees, and individual directors pursuant to
the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after
seeking inputs from all the directors on the basis of criteria such as the
board composition and structure, effectiveness of board processes,
information and functioning, etc.

The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of criteria
such as the composition of committees, effectiveness of committee
meetings, etc. The above criteria are based on the Guidance Note on
Board Evaluation issued by the Securities and Exchange Board of
India on January 5, 2017.

In a separate meeting of independent directors was conducted on
13.02.2024 to evaluate the performance of non-independent directors,
the board as a whole and the Chairman of the Company, taking into
account the views of executive directors and non-executive directors.

The Board 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.

Performance evaluation of independent directors was done by the
entire board, excluding the independent director being evaluated.

15. STATEMENT SHOWING THE NAMES OF THE TOP TEN
EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE
NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE
COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of
Section 197(12) of the Act, read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 is appended as Annexure V (a) to this Report.

A statement showing the names of the top ten employees in terms of
remuneration drawn and the name of every employee is annexed to
this Annual report as Annexure V (b).

During the year NONE of the employees is drawing a remuneration of
Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in
aggregate per month, the limits specified under the Section 197(12) of
the Companies Act,2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

16. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1of the
Companies (Appointment & Remuneration) Rules, 2014 read with
Schedule V of the Companies Act, 2013 a remuneration ratio of being
paid to Mr. Nagaraju Nookala, Whole-time Director of the Company is
Annexure V (a) to this Report.

17. DIRECTOR’S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the
Directors hereby confirm that:

(a) In the preparation of the annual accounts, 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 at the end of the financial year and of the profit and loss of the
company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of
this Act for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern
basis; and

(e) The Directors had laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and
were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.

18. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS:

The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. The
Company maintains appropriate system of internal control, including
monitoring procedures, to ensure that all assets are safeguarded
against loss from unauthorized use or disposition. Company policies,
guidelines and procedures provide for adequate checks and balances,
and are meant to ensure that all transactions are authorized, recorded
and reported correctly.

During the period under review, there is no material or serious
observations have been noticed for inefficiency or inadequacy of such
controls.

19. STATUTORY AUDITORS:

M/s. N G RAO & Associates, Chartered Accountants, the present
Auditors of the Company are holding office of the auditors up to the
conclusion of the 41st aGm and hence, would retire at the conclusion
of the 41st AGM which will be held in the year 2025.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT:

There have been no frauds reported by the auditor''s u/s 143(12).

21. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of managerial
personnel) Rules 2014, the Board had appointed M/s. Vivek Surana &
Associates, Practicing Company Secretaries to undertake the
secretarial audit of the Company for the year 2023-24. The report of
the Secretarial Auditor is enclosed as Annexure III and forms part of
this report.

22. INTERNAL AUDITOR:

The Company has adequate internal controls consistent with the
nature of business and size of the operations, to effectively provide for
safety of its assets, reliability of financial transactions with adequate
checks and balances, adherence to applicable statues, accounting

policies, approval procedures and to ensure optimum use of available
resources. These systems are reviewed and improved on a regular
basis. It has a comprehensive budgetary control system to monitor
revenue and expenditure against approved budget on an ongoing
basis.

The Board has appointed M/s. V. Ravi & Co., Chartered Accountants,
Hyderabad as internal Auditors. Deviations are reviewed periodically
and due compliance ensured. Summary of Significant Audit
Observations along with recommendations and its implementations
are reviewed by the Audit Committee and concerns, if any, are reported
to Board.

23. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

24. QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification,
reservation or adverse remark or disclaimer made-

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor''s Report on the
Accounts for the year ended March 31, 2024 and has noted that the
same does not have any reservation, qualification or adverse remarks.
However, the Board decided to further strengthen the existing system
and procedures to meet all kinds of challenges and growth in the
market expected in the coming years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year
ended March 31,2024 on the Compliances according to the provisions
of section 204 of the Companies Act 2013.

25. INFORMATION ABOUT THE FINANCIAL PERFORMANCE /
FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/
JOINT VENTURES:

SBT Energies Private Limited is the subsidiary of the company. The
detailed financial position of the Subsidiary is provided in the
Annexure- I- AOC-1.

26. NAMES OF THE COMPANIES WHICH HAVE BECOME OR
CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE YEAR:

During the period under review, there are no companies who ceased to
be its Subsidiaries, Joint Ventures or Associate Companies.

27. PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the
meaning of Sec.73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules 2014, during the financial year under
review.

28. RISK MANAGEMENT POLICY:

The Company follows a comprehensive system of Risk Management.
The Company has adopted a procedure for assessment and
minimization of probable risks. It ensures that all the risks are timely
defined and mitigated in accordance with the well-structured risk
management process.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any
investments covered under section 186 of Companies Act, 2013
during the year under review.

30. RELATED PARTY TRANSACTIONS:

During the year under review, the Company had not entered in to any
materially significant transaction with any related party that may have
potential conflict with the interests of the Company at large. All the
related party transactions during the year are in the ordinary course of
business and on arm''s length basis.

Transactions with the Related Parties as required under Indian
Accounting Standard- 24 are disclosed in the standalone financial
statements forming part of this Annual Report.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is
annexed herewith as Annexure-II to this report.

31. DISCLOSURE OF PARTICULARS WITH RESPECT TO
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate
measures have been taken to conserve energy wherever possible by
using energy efficient computers and purchase of energy efficient
equipment.

B. Technology Absorption:

Your Company has not undertaken any research and development
activity for any manufacturing activity nor was any specific technology
obtained from any external sources which needs to be absorbed or
adapted.

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: Nil

32. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING
UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or
proceedings pending in the name of the Company under the
Insolvency Bankruptcy Code, 2016.

33. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON
ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING
LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no onetime settlement of
Loans taken from Banks and Financial Institutions.

34. COMMITTEES:

(I). AUDIT COMMITTEE:

Terms of reference of Audit committee covers all the matters

prescribed under Regulation 18 of the Listing Regulations and Section
177 of the Act, 2013.

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The terms of reference of the Audit Committee encompasses the
requirements of Section 177 of Companies Act, 2013 and as per
Regulation 18 of SEBI (LODR) Regulations, 2015 and, inter alia,
includes:

i. Oversight of the listed entity''s financial reporting process and the
disclosure of its financial information to ensure that the financial
statement is correct, sufficient and credible;

ii. Recommendation for appointment, remuneration and terms of
appointment of auditors of the listed entity;

iii. Approval of payment to statutory auditors for any other services
rendered by the statutory auditors;

iv. Reviewing, with the management, the annual financial statements and
auditor''s report thereon before submission to the board for approval,
with particular reference to:

a. Matters required to be included in the director''s responsibility
statement to be included in the board''s report in terms of clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for
the same;

c. Major accounting entries involving estimates based on the exercise of
judgment by management;

d. Significant adjustments made in the financial statements arising out of
audit findings;

e. Compliance with listing and other legal requirements relating to
financial statements;

f. Disclosure of any related party transactions;

g. Modified opinion(s) in the draft audit report;

v. Reviewing, with the management, the quarterly financial statements
before submission to the board for approval;

vi. Reviewing, with the management, the statement of uses / application
of funds raised through an issue (public issue, rights issue, preferential
issue, etc.), the statement of funds utilized for purposes other than
those stated in the offer document / prospectus / notice and the report
submitted by the monitoring agency monitoring the utilisation of
proceeds of a 380[public issue or rights issue or preferential issue or
qualified institutions placement], and making appropriate
recommendations to the board to take up steps in this matter;

vii. Reviewing and monitoring the auditor''s independence and
performance, and effectiveness of audit process;

viii. Approval or any subsequent modification of transactions of the listed
entity with related parties;

ix. Scrutiny of inter-corporate loans and investments;

x. Valuation of undertakings or assets of the listed entity, wherever it is
necessary;

xi. Evaluation of internal financial controls and risk management systems;

xii. Reviewing, with the management, performance of statutory and
internal auditors, adequacy of the internal control systems;

xiii. Reviewing the adequacy of internal audit function, if any, including the
structure of the internal audit department, staffing and seniority of the
official heading the department, reporting structure coverage and
frequency of internal audit;

xiv. Discussion with internal auditors of any significant findings and follow
up there on;

xv. Reviewing the findings of any internal investigations by the internal
auditors into matters where there is suspected fraud or irregularity or a
failure of internal control systems of a material nature and reporting the
matter to the board;

xvi. Discussion with statutory auditors before the audit commences, about
the nature and scope of audit as well as post-audit discussion to
ascertain any area of concern;

xvii. To look into the reasons for substantial defaults in the payment to the
depositors, debenture holders, shareholders (in case of non-payment
of declared dividends) and creditors;

xviii. To review the functioning of the whistle blower mechanism;

xix. Approval of appointment of chief financial officer after assessing the
qualifications, experience and background, etc. of the candidate;

xx. Carrying out any other function as is mentioned in the terms of
reference of the audit committee.

xxi. Reviewing the utilization of loans and/ or advances from/investment by
the holding company in the subsidiary exceeding rupees 100 crore or
10% of the asset size of the subsidiary, whichever is lower including
existing loans / advances / investments existing as on the date of
coming into force of this provision.

xxii. Consider and comment on rationale, cost-benefits and impact of
schemes involving merger, demerger, amalgamation etc., on the listed
entity and its shareholders.

xxiii. Carrying out any other function as may be referred to the Committee by
the Board.

xxiv. Authority to review / investigate into any matter covered by Section 177
of the Companies Act, 2013 and matters specified in Part C of
Schedule II of the Listing Regulations.

B. THE AUDIT COMMITTEE SHALL MANDATORILY REVIEW THE
FOLLOWING INFORMATION:

i. Management discussion and analysis of financial condition and results
of operations;

ii. Management letters / letters of internal control weaknesses issued by
the statutory auditors;

iii. Internal audit reports relating to internal control weaknesses; and

iv. The appointment, removal and terms of remuneration of the chief
internal auditor shall be subject to review by the audit committee.

v. Statement of deviations:

• Quarterly statement of deviation(s) including report of monitoring
agency, if applicable, submitted to stock exchange(s) in terms of
Regulation 32(1).

• Annual statement of funds utilized for purposes other than those stated
in the offer document/prospectus/notice in terms of Regulation 32(7).

C. COMPOSITION, MEETINGS & ATTENDANCE:

During the financial year 2023-24, (5) five meetings of the Audit
Committee were held on 30.05.2023, 14.08.2023, 08.09.2023,
11.11.2023 and 13.02.2024.

Name of Director	Designation	Category	No. of Meetings held during the tenure of the Member	No. of Meetings attended
Varra Chinnapureddy	Chairman	NED(I)	5	5
Chinna Ramayya Gari Srikanth	Member	NED(I)	5	5
Nagaraju Nookala	Member	ED	5	5

NED (I): Non- Executive Independent Director

(II). NOMINATION AND REMUNERATION COMMITTEE: (Nomination
and Remuneration Committee constituted in terms of Section 178 of
Companies Act, 2013 read with Regulation 19 of SEBI (LODR)
Regulations, 2015)

The terms of reference of the Nomination and Remuneration
committee constituted in terms of Section 178 of Companies Act, 2013
and as per Regulation 19 of SEBI (LODR) Regulations, 2015 are as
under:

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE

i. Formulation of the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the board
of directors a policy relating to, the remuneration of the directors, key
managerial personnel and other employees;

ii. For every appointment of an independent director, the Nomination and
Remuneration Committee shall evaluate the balance of skills,
knowledge and experience on the Board and on the basis of such
evaluation, prepare a description of the role and capabilities required
of an independent director. The person recommended to the Board for
appointment as an independent director shall have the capabilities
identified in such description. For the purpose of identifying suitable
candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due
regard to diversity; and

c. consider the time commitments of the candidates.

iii. Formulation of criteria for evaluation of performance of independent
directors and the board of directors;

iv. Devising a policy on diversity of board of directors;

v. Identifying persons who are qualified to become directors and who
may be appointed in senior management in accordance with the
criteria laid down, and recommend to the board of directors their
appointment and removal.

vi. Whether to extend or continue the term of appointment of the
independent director, on the basis of the report of performance
evaluation of independent directors.

B. COMPOSITION OF THE NOMINATION AND REMUNERATION
COMMITTEE, MEETINGS & ATTENDANCE DURING THE YEAR:

During the financial year 2023-24, (2) Two meetings of the Nomination
and Remuneration Committee were held on 08.09.2023 and
13.02.2024.

Name of Director	Designation	Category	No. of Meetings held during the tenure of the Member	No. of Meetings attended
Varra Chinnapureddy	Chairman	NED(I)	2	2
Nirmala Sanpala	Member	NED(I)	2	2
Chinna Ramayya Gari Srikanth	Member	NED(I)	2	2

NED (I): Non- Executive Independent Director
ED: Executive Director

C. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING
DIRECTORS’ INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination &
Remuneration Committee for identifying persons who are qualified to
become Directors and to determine the independence of Directors, in
case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 “Director” means a director appointed to the Board of a Company.

2.2 “Nomination and Remuneration Committee means the committee
constituted in accordance with the provisions of Section 178 of the
Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

2.3 “Independent Director” means a Director referred to in sub-Section (6)
of Section 149 of the Companies Act, 2013 and Regulation 16 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:

3.1 Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall
review on annual basis, appropriate skills, knowledge and experience
required of the Board as a whole and its individual members. The
objective is to have a board with diverse background and experience
that are relevant for the Company''s operations.

3.1.2 In evaluating the suitability of individual Board member the NR
Committee may take into account factors, such as:

• General understanding of the Company''s business dynamics, global

business and social perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their
duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act, 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is
appointed as a Committee Member, the Committee Meeting;

• shall abide by the code of Conduct established by the Company for
Directors and senior Management personnel;

• shall disclose his concern or interest in any Company or companies or
bodies corporate, firms, or other association of individuals including
his shareholding at the first meeting of the Board in every financial year
and thereafter whenever there is a change in the disclosures already
made;

• Such other requirements as any prescribed, from time to time, under
the Companies Act, 2013, Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and other relevant
laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each
individual with the objective of having a group that best enables the
success of the Company''s business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the
independence of Directors at time of appointment/ re-appointment and
the Board shall assess the same annually. The Board shall re-assess
determinations of independence when any new interest or
relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the
guidelines as laid down in Companies Act, 2013 and Regulation 16 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

An independent Director in relation to a Company, means a director
other than a managing Director or a whole-time Director or a nominee
Director

i. Who, in the opinion of the board of directors, is a person of integrity and
possesses relevant expertise and experience;

ii. Who is or was not a promoter of the listed entity or its holding,
subsidiary or associate company [or member of the promoter group of
the listed entity];

iii. Who is not related to promoters or directors in the listed entity, its
holding, subsidiary or associate company;

iv. Who, apart from receiving director''s remuneration, has or had no
material pecuniary relationship with the listed entity, its holding,
subsidiary or associate company, or their promoters, or directors,
during the 68[three] immediately preceding financial years or during
the current financial year;

v. None of whose relatives—

a. Is holding securities of or interest in the listed entity, its holding,
subsidiary or associate company during the three immediately
preceding financial years or during the current financial year of face
value in excess of fifty lakh rupees or two percent of the paid-up capital
of the listed entity, its holding, subsidiary or associate company,
respectively, or such higher sum as may be specified;

b. Is indebted to the listed entity, its holding, subsidiary or associate
company or their promoters or directors, in excess of such amount as
may be specified during the three immediately preceding financial
years or during the current financial year;

c. Has given a guarantee or provided any security in connection with the
indebtedness of any third person to the listed entity, its holding,
subsidiary or associate company or their promoters or directors, for
such amount as may be specified during the three immediately
preceding financial years or during the current financial year; or

d. Has any other pecuniary transaction or relationship with the listed
entity, its holding, subsidiary or associate company amounting to two
percent or more of its gross turnover or total income: Provided that the
pecuniary relationship or transaction with the listed entity, its holding,
subsidiary or associate company or their promoters, or directors in
relation to points (A) to (D) above shall not exceed two percent of its
gross turnover or total income or fifty lakh rupees or such higher
amount as may be specified from time to time, whichever is lower.]

vi. who, neither himself [“/herself], nor whose relative(s) —

a. Holds or has held the position of a key managerial personnel or is or
has been an employee of the listed entity or its holding, subsidiary or
associate company [or any company belonging to the promoter group
of the listed entity,] in any of the three financial years immediately
preceding the financial year in which he is proposed to be appointed:

[Provided that in case of a relative, who is an employee other than key
managerial personnel, the restriction under this clause shall not apply
for his / her employment.]

b. Is or has been an employee or proprietor or a partner, in any of the
three financial years immediately preceding the financial year in which
he is proposed to be appointed, of—

(i) A firm of auditors or company secretaries in practice or cost auditors of
the listed entity or its holding, subsidiary or associate company; or

(ii) Any legal or a consulting firm that has or had any transaction with the
listed entity, its holding, subsidiary or associate company amounting to
ten per cent or more of the gross turnover of such firm;

c. Holds together with his relatives two per cent or more of the total voting
power of the listed entity; or

d. Is a chief executive or director, by whatever name called, of any non¬
profit organisation that receives twenty-five per cent or more of its
receipts or corpus from the listed entity, any of its promoters, directors
or its holding, subsidiary or associate company or that holds two per
cent or more of the total voting power of the listed entity;

e. Is a material supplier, service provider or customer or a lessor or
lessee of the listed entity;

vii. Who is not less than 21 years of age.

viii. Who is not a non-independent director of another company on the
board of which any non-independent director of the listed entity is an
independent director:

3.2.3 The independent Director shall abide by the “code for independent
Directors “as specified in Schedule IV to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and
expertise and experience to contribute to effective Board
performance. Accordingly, members should voluntarily limit their
Directorships in other listed public limited companies in such a way
that it does not interfere with their role as Director of the Company. The
NR Committee shall take into account the nature of, and the time
involved in a Director service on other Boards, in evaluating the
suitability of the individual Director and making its recommendations to
the Board.

3.3.2 A Director shall not serve as Director in more than 20 companies of
which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve as an independent Director in more than 7
listed companies and not more than 3 listed companies in case he is
serving as a whole-time Director in any listed Company.

3.3.4 A Director shall not be a member in more than 10 committee or act as
chairman of more than 5 committee across all companies in which he
holds Directorships.

For the purpose of considering the limit of the committee, Audit
committee and stakeholder''s relationship committee of all public
limited companies, whether listed or not, shall be included and all other
companies including private limited companies, foreign companies
and companies under Section 8 of the companies Act, 2013 shall be
excluded.

D. MECHANISM FOR EVALUATION OF THE BOARD

Evaluation of all Board members is performed on an annual basis. The
evaluation is performed by the Board and Independent Directors with
specific focus on the performance and effective functioning of the
Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No.
SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the
Companies Amendment Act, 2017 the Company adopted the
recommended criteria by Securities and Exchange Board of India.

The Directors were given following Forms for evaluation:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson; and

(v) Evaluation of Managing Director and Whole-time Director

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Directors have sent the duly filled forms to the Board. Based on the
evaluation done by the Directors, the report on Evaluation was
submitted to the Board. And based on the report, the Board of Directors
has informed that the performance of Directors is satisfactory.

REMUNERATION TO DIRECTORS

Name of the Director	Remuneration (Rs)	Sitting Fee (Rs)	Total (Rs)	No. of Equity Shares held
Mr. Nagaraju Nookala	7,80,000	-	7,80,000	-
Mr. Varra Chinnapureddy	-	-	-	-
Mr. Nirmala Sanapala	36,000	-	36,000	-
Mr. Chinna Ramayya Gari Srikanth	-	-	-	-
Mr. Rahul Erramshetty	-	-	-	1,23,891

Except for the remuneration details mentioned above, there are is no other
pecuniary relationship or transactions of the non-executive director''s vis-a¬
vis the listed entity in terms of salary, benefits, bonuses, stock options,
pension, fixed component and performance linked incentives.

F. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT
DIRECTORS:

The performance evaluation criteria for Independent Directors are
already mentioned under the head “Board Evaluation” in Directors''
Report.

(III). STAKEHOLDERS RELATIONSHIP COMMITTEE:

(Stakeholders Relationship Committee constituted in terms of Section
178(5) of Companies Act, 2013 read with Regulation 20 of SEBI (LODR)
Regulations, 2015)

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE: The
Committee’s role includes:

i. Resolving the grievances of the security holders of the Company
including complaints related to transfer/transmission of shares, non¬
receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc;

ii. Review of measures taken for effective exercise of voting rights by
shareholders;

iii. Review of adherence to the service standards adopted by the Company
in respect of various services being rendered by the Registrar & Share
Transfer Agent;

iv. Review of the various measures and initiatives taken by the Company for
reducing the quantum of unclaimed dividends and ensuring timely
receipt of dividend warrants/annual reports/statutory notices by the
shareholders of the company;

v. Such other matter as may be specified by the Board from time to time.

vi. Authority to review / investigate into any matter covered by Section 178 of
the Companies Act, 2013 and matters specified in Part D of Schedule II of
the Listing Regulations.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND
ATTENDANCE DURING THE YEAR:

During the year 1 (one) Stakeholder relationship committee was held on
13.02.2024

Name of Director	Designation	Category	No. of Meetings held during the tenure of the Member	No. of Meetings attended
Chinna Ramayya Gari Srikanth	Chairman	NED(I)	1	1
Nirmala Sanpala	Member	NED(I)	1	1
Varra Chinnapureddy	Member	NED(I)	1	1

NED (I): Non- Executive Independent Director

B. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED
AND PENDING DURING THE YEAR 2023-24:

Opening	Received during	Resolved during	Closing
balance	the year	the year	balance
0	0	0	0

C. NAME AND DESIGNATION OF COMPLIANCE OFFICER:

Mrs. Apporva Singhvi, Company Secretary is the Compliance Officer of
the company appointed w.e.f. 01.08.2024 as on the date of the report.

However, during the year under the review, there were two resignations
of the Company Secretaries of the Company as detailed below:

S. No	Name of the Director/KMP	Designation	Date
1.	Ms. Amrita Bapna	Company Secretary and Compliance Officer	28.11.2023
2.	Ms. Ritu Sharma	Company Secretary and Compliance Officer	Appointed on 05.12.2023 and resigned on 17.05.2024

The Board places on record its sincere appreciation for the services rendered
by the Directors/KMP during their association with the Company.

35. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION
AND OTHER DETAILS:

The assessment and appointment of Members to the Board is based on a
combination of criterion that includes ethics, personal and professional
stature, domain expertise, gender diversity and specific qualification
required for the position. The potential Board Member is also assessed
on the basis of independence criteria defined in Section 149(6) of the
Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations,
2015.

In accordance with Section 178(3) of the Companies Act, 2013, and
Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the
recommendations of the Nomination and Remuneration Committee, the

Board adopted a remuneration policy for Directors, Key Management
Personnel (KMPs) and Senior Management.

36. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Vigil Mechanism Policy has been established by the Company for
directors and employees to report genuine concerns pursuant to the
provisions of section 177(9) & (10) of the Companies Act, 2013 and
Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015. The same has been placed on the website of the
Company.

37. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND
DISCLOSURES:

During the year, none of the Independent / Non-Executive Directors had
any pecuniary relationship or transactions with the Company other than
the sitting fees and investment in the Company.

38. FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS:

The Company familiarises its Independent Directors on their
appointment as such on the Board with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the
Company operates, etc. through familiarisation programme. The
Company also conducts orientation programme upon induction of new
Directors, as well as other initiatives to update the Directors on a
continuing basis.

The familiarisation programme for Independent Directors is disclosed on
the Company''s website. i.e. www.abhishekinfra.co.in.

39. ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an annual return is disclosed on the website www.
abhishekinfra.co.in.

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI
(LODR) Regulation provides an overview of the affairs of the Company,
its legal status and autonomy, business environment, mission &
objectives, sectoral and operational performance, strengths,

opportunities, constraints, strategy and risks and concerns, as well as
human resource and internal control systems is appended as Annexure
IV for information of the Members.

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS:

There are no significant and material orders passed by the regulators
/courts that would impact the going concern status of the Company and
its future operations.

42. INSURANCE:

The Company does not have any major fixed assets and accordingly
there was no amount spent towards insurance.

43. CREDIT & GUARANTEE FACILITIES:

The Company has not availed facilities of Credit and Guarantee during
the year.

44. CORPORATE SOCIAL RESPONSIBILTY:

Since the Company does not have the net worth of Rs. 500 Crores or
more, or turnover of Rs. 1000 Crores or more, or a net profit of Rs. 5
Crores or more during the financial year, section 135 of the Companies
Act, 2013 relating to Corporate Social Responsibility is not applicable
and hence the Company need not adopt any Corporate Social
Responsibility Policy.

45. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 mandated the formulation of certain policies for all
listed companies. All the policies are available on our website
(www.abhishekinfra.co.in). The policies are reviewed periodically by the
Board and updated based on need and new compliance requirement.

46. CORPORATE GOVERNANCE AND SHAREHOLDERS
INFORMATION:

Since the paid-up capital of the Company is less than Rs. 10 Crores and
Net worth of the Company is less than Rs. 25 Crores, Corporate
Governance as mentioned in SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015 are not applicable.

47. SECRETARIAL STANDARDS:

The Company is in compliance with the applicable secretarial standards.

48. MECHANISM FOR EVALUATION OF THE BOARD:

Evaluation of all Board members is performed on an annual basis. The
evaluation is performed by the Board, Nomination and Remuneration
Committee and Independent Directors with specific focus on the
performance and effective functioning of the Board and Individual
Directors.

In line with Securities and Exchange Board of India Circular No.
SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the
Companies Amendment Act, 2017 the Company adopted the
recommended criteria by Securities and Exchange Board of India.

The Directors were given evaluation forms for the following:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson;

(v) Evaluation of Non-Executive and Non-Independent Directors; and

(vi) Evaluation of Whole time Director.

The Directors were requested to give following ratings for each criteria:

1. fair;

2. satisfactory; and

3. very satisfactory.

The Directors have sent the duly filled forms to Nomination & Remuneration
committee. Based on the evaluation done by the Directors, the Committee
has prepared a report and submitted the Evaluation Report. Based on the
report, the Board of Directors has informed the rankings to each Director and
also informed that the performance of Directors is satisfactory and they are
recommended for continuation as Directors of the Company.

49. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in
accordance with the requirements of the SEBI (Prohibition of Insider
Trading) Regulation, 2015 Amended Regulations 2018. The Insider
Trading Policy of the Company lays down guidelines and procedures to
be followed, and disclosures to be made while dealing with shares of the
Company, as well as the consequences of violation. The policy has been
formulated to regulate, monitor and ensure reporting of deals by
employees and to maintain the highest ethical standards of dealing in
Company securities.

The Insider Trading Policy of the Company covering code of practices
and procedures for fair disclosure of unpublished price sensitive
information and code of conduct for the prevention of insider trading, is
available on our website.

50. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to
statutory compliance with regard to the affairs of the Company in all
respects.

51. EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the
following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee''s stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase
of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

52. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with

the requirements of The Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees are covered under this
policy.

The following is the summary of sexual harassment complaints received and
disposed during the calendar year.

• No. of complaints received : Nil

• No. of complaints disposed of : Nil

• No. of complaints pending at the end of the year : Nil

53. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the
Company which were failed to be implemented.

54. INDUSTRY BASED DISCLOSURES AS MANDATED BY
RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence
Industry based disclosures is not required.

55. CODE OF CONDUCT COMPLIANCE:

All Members of the Board and Senior Management have affirmed
compliance to the Code of Conduct for the Financial Year 2023-24. A
declaration signed by the Whole time Director affirming compliance with
the Company''s Code of Conduct by the Board of Directors and Senior
Management for the Financial Year 2023-24 as required under Schedule
V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed as Annexure VI.

56. ACKNOWLEDGEMENTS:

Your Director''s wish to place on record their appreciation of the
contribution made by the employees at all levels, to the continued growth
and prosperity of your Company. Your Director''s also wish to place on
record their appreciation of business constituents, banks and other
financial institutions and shareholders of the Company for their
continued support for the growth of the Company.

For and on behalf of the Board
Abhishek Infraventures Limited

Sd/- Sd/-

Nagaraju Nookala Rahul Erramshetty
Place: Hyderabad Whole-Time Director Director

_{Date: 12}.₀₈.₂₀₂₄ (DIN: 09083708) (DIN: 03639105)

---

Mar 31, 2015

Dear Members

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS,

STATE OF AFFAIRS:

(in Rs.)

Particular 2014-2015 2013-2014

Gross Income 2,44,86,601 5,47,47,590

Profit Before Interest and Depreciation 7,33,098 3,14,748

Finance Charges - -

Gross Profit 7,33,098 3,14,748

Provision for Depreciation 911 1,073

Net Profit Before Tax 7,33,098 3,14,748

Provision for Tax 2,27,105 1,01,406

Net Profit After Tax 5,05,993 2,13,342

During the year under review, the Company has recorded an income of Rs. 2,44,86,601 and the profit of Rs. 5,05,993 in financial year 31.03.2015 as against the income of Rs. 5,47,47,590 and net profit of Rs. 2,13,342 in the previous financial year ending 31.03.2014.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

The Company is under the process of shifting of its registered office from the present address to State of Telangana and has filed forms with the ROC.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board's Report there was no change in the nature of Business.

4. DIVIDEND:

Your Directors have not recommended dividend for the year.

5. BOARD MEETINGS:

The Board of Directors met 8 times respectively on 30.05.2014, 08.08.2014, 25.08.2014, 14.11.2014, 27.12.2014, 29.01.2015, 14.02.2015 and 27.03.2015 during this financial year.

6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year, Mr. Omprakash Kovuri was appointed as an Additional Director of the Company w.e.f. 01.12.2014, Mr. Venkataramana Sanapala Reddy, Mr. Kachipuram Srikanth, Mr. Varra Chinnapu Reddy, Mrs. Burugu Srilatha and Mr. Ramachandra Murthy Adiraju were appointed as Additional Directors of the Company w.e.f. 27.03.2015.

Mr. Narendra Yadagiri Vila, Mr. Kathirvel Kasthuri, Mr. Narendra Yadagiri Vila, Ms. Sneha Bindra and Mr. Naveen Bellam Konda resigned from the office of Directorship citing personal reasons during the year. The Board places on record its sincere appreciation for the valuable services rendered by them during their tenure as directors of the Company.

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement. With the changes in the Companies Act, the Company would not have the upper age limit of retirement of Independent Directors from the Board and their appointment will be governed by the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint the Independent Directors on the Board of the Company for a term up to five consecutive years. A brief profile of proposed Independent Directors, including nature of their expertise, is provided in this Annual Report.

Notices have been received from Member proposing candidature of the Directors namely Mr. Venkataramana Sanapala, Mr. Kachipuram Srikanth, Mr. Varra Chinnapu Reddy and Mrs. Burugu Srilatha for the office of Independent Directors of the Company. In the opinion of the Board, they fulfil the conditions specified in the Companies Act, 2013 and the Rules made there under for appointment as Independent Directors of the Company. A copy of the draft Letter of Appointment for Independent Directors, setting out terms and conditions of their appointment, is available for inspection at the Registered Office of the Company during business hours on any working day and is also available on the website of the Company www.abhishekinfra.co.in

In accordance with the Companies Act, 2013 read with Articles of Association of the company the Director, namely Mr. G. Madhusudhana retires by rotation and being eligible, offers himself for re-appointment at this ensuing Annual General Meeting. Your Directors recommend his re-appointment.

During the year, Mr. Ramachandra Murthy Adiraju was appointed as CFO of the Company w.e.f. 27.03.2015.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING

DIRECTORS' INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the Equity Listing Agreement.

2.3 "Independent Director" means a director referred to in sub-section

(6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the HRNR Committee may take into account factors, such as:

* General understanding of the company's business dynamics, global business and social perspective;

* Educational and professional background

* Standing in the profession;

* Personal and professional ethics, integrity and values;

* Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

* shall possess a Director Identification Number;

* shall not be disqualified under the companies Act, 2013;

* shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

* shall abide by the code of Conduct established by the company for Directors and senior Management personnel;

* shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

* Such other requirements as may be prescribed, from time to time, under the companies Act, 2013, Equity listing Agreements and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company's business.

3.2 criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re- assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence, as laid down in companies Act, 2013 and Clause 49 of the Equity Listing Agreement, is as below:

An independent director in relation to a company, means a director other than a managing director or a whole-time director or a nominee director-

a. Who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;

b. (i) who is or was not a promoters of the company or its holding, subsidiary or associate company;

(ii) Who is not related to promoters or directors the company its holding, subsidiary or associate company

c. Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or director, during the two immediately preceding financial year or during the current financial year;

d. None of whose relative has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial year or during the current finance year;

e. Who, neither himself nor any of his relative-

(i) Holds or has held the position of a key managerial personnel or is or has been employee of the or associate company in any of the three financial years immediately preceding the finance year in which he is proposed to be appointed;

(ii) Is or has been an employee or proprietor or a partner, in any of the three financial year immediately preceding the finance year in which he is proposed to be appointed of-

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding subsidiary or associate company amounting to ten per cent or more of the gross turnover of more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a chief Executive or director, by whatever name called, of any non- profit organization that receives twenty-five per cent or more of its receipt from the company any of its promoters , directors or its holding subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(v) is a material supplier, service provider or customer or a lessor or lessee of the company.

f. Shall possess appropriate skills experience and knowledge in one or more field of finance , law management, sales, marketing administration, research, corporate governance, technical operations, corporate social responsibility or this disciplines related to the company's business.

g. Shall possess such other qualifications as may be prescribed from time to time, under the companies Act, 2013.

h. Who is not less than 21 years of age

3.2.3 The independent Director shall abide by the "code for independent Directors "as specified in Schedule IV to the Companies Act, 2013.

3.3 other directorships/ committee memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The Nomination & Remuneration Committee shall take into account the nature of , and the time involved in a director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve an indecent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder's relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means directors appointed to the Board of the company.

2.2 "key managerial personnel" means

(i) The Chief Executive Office or the managing director or the manager;

(ii) The company secretary;

(iii) The whole-time director;

(iv) The Chief Financial Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 "Nomination and Remuneration committee" means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act,2013 and clause 49 of the Equity Listing Agreement.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the Nomination & Remuneration committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the HRNR committee and Annual performance Bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the Nomination & Remuneration Committee, shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved by the shareholders.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from Mr. Venkataramana Sanapala, Mr. Kachipuram Srikanth, Mr. Varra Chinnapu Reddy and Mrs. Burugu Srilatha the Independent Directors of the Company, under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6). (Format Annexure II)

8. COMPOSITION OF AUDIT COMMITTEE:

I) The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013.

II) The terms of reference of the Audit Committee include a review of the following:

* Overview of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

* Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

* Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

* Reviewing the financial statements and draft audit report including quarterly / half yearly financial information.

* Reviewing with management the annual financial statements before submission to the Board, focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerning financial statements and

7. Any related party transactions

* Reviewing the company's financial and risk management's policies.

* Disclosure of contingent liabilities.

* Reviewing with management, external and internal auditors, the adequacy of internal control systems.

* Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

* Discussion with internal auditors of any significant findings and follow-up thereon.

* Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

* Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

* Reviewing compliances as regards the Company's Whistle Blower Policy.

III) The previous Annual General Meeting of the Company was held on 22.09.2014 and Chairman of the Audit Committee, attended previous AGM.

IV) The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below:

The Company has complied with all the requirements of Clause 49 (II) (A) of the Listing Agreement relating to the composition of the Audit Committee. During the financial year 2014-2015, (4) four meetings of the Audit Committee were held on the 30.05.2014, 07.08.2014, 14.11.2014 and 14.02.2015.

The details of the composition of the Committee and attendance of

Name Designation Category



*Mr. V Narendra Chairman NED (I)

*Mr. Venkataramana Sanapala Member NED (I)

*Mr. Varra Chinnapureddy Member NED (I)

*Mrs. Sneha Bindra Member NED (I)

*Mr. K Kasthuri Member ED (Professional)

*Mr. Kachipuram Srikanth Chairman NED (I)

Name No. of No. of meetings meetings held attended

*Mr. V Narendra 4 4

*Mr. Venkataramana Sanapala 1 1

*Mr. Varra Chinnapureddy 1 1

*Mrs. Sneha Bindra 4 4

*Mr. K Kasthuri 4 4

*Mr. Kachipuram Srikanth 1 1

* Resigned w.e.f. 27.03.2015

* Resigned w.e.f. 29.01.2015

* Appointed w.e.f. 27.03.2015

NED (I): Non Executive Independent Director

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving:

* To take into account the financial position of the Company, trend in the industry, appointee's qualification, experience, past performance, past remuneration etc.

* To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

None of the Director is drawing any Commission, Perquisites, Retirement benefits etc

VI. STAKEHOLDERS RELATIONSHIP COMMITTEE

A.) Composition, meetings and the attendance during the year:

The Details of composition of the Committee are given below:

Name Designation Category

*Mr. V Narendra Chairman Chairman

*Mrs. Sneha Bindra Member Member

*Mr. Naveen Bellam Konda Member Member

*Mr. Venkataramana Sanapala Member Member

*Mr. Kachipuram Srikanth Member Member

*Mr. Varra Chinnapu Reddy Chairman Chairman

* Resigned w.e.f. 27.03.2015

* Resigned w.e.f. 29.01.2015

* Appointed w.e.f. 14.02.2014

NED (I) : Non Executive Independent Director

B.) Powers:

The Committee has been delegated with the following powers:

* to redress shareholder and investor complaints relating to transfer of shares, Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints.

* to approve, transfer, transmission, and issue of duplicate / fresh share certificate(s)

* Consolidate and sub-division of share certificates etc.

* To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share Transfer Agents, who process share transfers within a week of lodgement in the case of shares held in physical form.

The Board has designated Ms. Safruna Panjwani, Company Secretary of the Company as the Compliance Officer.

The Company has designated an exclusive e-mail ID called [e-mail] for redressal of shareholders' complaints/grievances.

VII. RISK MANAGEMENT COMMITTEE

A.) Composition:

The Details of composition of the Committee are given below:

Name Designation Category

Mr. Kachipuram Srikanth Chairperson NED(1)

Mr. Varra Chinnapu Reddy Member NED(1)

Mr. ASR Murthy Member ED

NED (I) : Non Executive Independent Director

ED : Executive Director

Role and Responsibilities of the Committee includes the following:

* Framing of Risk Management Plan and Policy

* Overseeing implementation of Risk Management Plan and Policy

* Monitoring of Risk Management Plan and Policy

* Validating the process of risk management

* Validating the procedure for Risk minimisation.

* Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.

* Continually obtaining reasonable assurance from management that al known and emerging risks have been identified and mitigated or managed.

9. VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per Clause 49 of the Listing Agreement. The same has been placed on the website of the Company www.abhishekinfra.co.in

10. DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

12. UN PAID / UN CLAIMED DIVIDEND:

The Company does not have any unpaid / unclaimed dividend.

13.INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

There is no subsidiary / Joint Venture / Associate Company.

14. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report (FORMAT IN ANNEXURE I)

15. STATUTORY AUDITORS:

During the year the auditor M/s P.P. Raju & Co., Chartered Accountants, Hyderabad, have resigned w.e.f. 27.12.2014 and the casual vacancy was filled by appointing M/s. M M Reddy & Co., Chartered Accountants, Hyderabad who gave their consent to hold the office till the ensuing Annual General Meeting.

The Auditors, M/s M M Reddy & Co,, Chartered Accountants, Hyderabad, retire as Statutory Auditors of the Company to hold the office from the conclusion of this meeting till the conclusion of the next Annual General Meeting at remuneration as may be fixed by the Board of Directors of the Company.

16. INTERNAL AUDIT:

M/s. Chanamolu & Co., Chartered Accountants, Hyderabad are the internal Auditors of the Company.

17. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by Mr. Vivek Surana, Practicing Company Secretary is annexed to this Report as annexure.

18. QUALIFICATIONS IN AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2015 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust capital market in the coming years.

(b) Secretarial Audit Report:

As per the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed Vivek Surana, Practicing Company Secretary as Secretarial Auditor to conduct Secretarial audit of the Company for the financial year ended on March 31,2015. Secretarial Audit Report issued by Vivek Surana, Practicing Company Secretary in form MR-3 is enclosed herewith.

Secretarial auditors have observed that, there is no Company Secretary appointed and the internal auditors were appointed by a delay of one month.

The Company is in the process of identifying a suitable candidate to be appointed as a Company Secretary in the Company.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

20. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

Your Company has not accepted any deposits falling within the meaning of Sec. 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

21 .SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.

22. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

During the period under review the Company has maintained adequate Internal Financial Controls with reference to the Financial Statements.

23. INSURANCE:

The properties and assets of your Company are adequately insured.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given guarantee for loans taken by others from banks or financial institutions during the year.

Secured Loans : Nil

Current Investments: 14,00,000

25. CREDIT & GUARANTEE FACILITIES:

The Company has not given guarantee for loans taken by others from banks or financial institutions during the year.

26. RISK MANAGEMENT POLICY:

Statement indicating development and implementation of Risk Management Policy including identification of elements of risk in the opinion of the Board that may threaten the existence of the company

27. CORPORATE SOCIAL RESPONSIBILITY POLICY:

Since your Company does not has the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, so section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable to the Company and hence the Company need not adopt any Corporate Social Responsibility Policy.

28. RELATED PARTY TRANSACTIONS:

There are no related party transactions during the year.

29. FORMAL ANNUAL EVALUATION:

Statement about the manner in which the formal evaluation made by the Board of its own performance and that of its committees and individual Directors.

30. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

31. RATIO OF REMUNERATION TO EACH DIRECTOR:

No remuneration has been given to any of the directors during the financial year 2014-15.

32. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to Ahmedabad Stock Exchange where the Company's Shares are listed.

33. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than 10 Crores and Net worth of the Company is less than 25Crores, hence Corporate Governance is Not Applicable.

Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

34. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC, Housing Company etc., and hence Industry based disclosures is not required.

35. SECRETARIAL STANDARDS

EVENT BASED DISCLOSURES

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares

Pursuant to sections 42 and 62(1)(c) of the Companies Act, 2013 and all other applicable provisions, the Company has issued 30,00,000 Equity Shares on Preferential basis to the Promoters and the others in the Extra ordinary general meeting held on 23.01.2015.

36. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

No. of complaints received : Nil

No. of complaints disposed off : Nil

38. ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

For and on behalf of the Board For Abhishek Infraventures Limited

Sd/- Sd/- K. Omprakash A S R Murthy Place: Hyderabad Whole-Time Director Whole-time Director Date: 15.05.2015 (DIN: 03125398) (DIN: 02699745)

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Mar 31, 2014

Dear Members,

The Directors are pleased to present their 30th Annual Report on the business and operations of Abhishek Infraventures Limited and the Financial Accounts of the company for the Financial Year ended on March 31,2014.

FINANCIAL RESULTS

(Rupees in Lakhs)

Particulars 2013-2014 2012-2013

Income 547.47 9.08

Expenditure 544.33 8.75

Profit after tax 2.13 0.21

PERFORMANCE REVIEW:

The company's total revenues for the year under review were Rs. 547.77 lakhs as compared to Rs. 9.08 lakhs during the previous financial year. The company had earned a profit of Rs. 0.33 lakhs before tax in the current financial year as compared to Rs. 3.14 lakhs profit before tax in the previous Financial Year.

DIVIDEND:

Keeping the Company's expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

RESERVES:

A sum of Rs. 2.13 lakhs was transferred to Reserves & Surplus during the financial year 2013-2014.

PUBLIC DEPOSITS:

Your Company has no public deposits. Further it has neither accepted nor renewed any Fixed Deposits from the public within the meaning of Section 58A of the Companies Act, 1956 during the year under review.

LISTING:

The equity shares of your company are listed on the Delhi Stock Exchange Limited & Ahmedabad Stock Exchange Limited.

DIRECTORS:

Mr. Sunil Kumar, Mr. Kishore Bhatia, Mr. Manoj Kumar and Mr. Ajay Sharma resigned from the office of Directorship citing personal reasons during the year. The Board places on record its sincere appreciation for the valuable services rendered by them during their tenure as directors of the company.

During the year, Mr. V Narendra, Ms. Sneha Bindra and Mr. Naveen Bellam Konda were appointed as Additional Directors w.e.f. 30.05.2014, 25.08.2014 & 25.08.2014 respectively.

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement. With the changes in the Companies Act, the Company would not have any upper age limit of retirement of Independent Directors from the Board and their appointment and tenure will be governed by the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint existing independent directors, as Independent Directors on the Board of the Company for a term up to five consecutive years. A brief profile of proposed Independent Directors, including nature of their expertise, is provided in this Annual Report.

Notices have been received from Members proposing candidature of the Directors namely Mr. V Narendra, Ms. Sneha Bindra and Mr. Naveen Bellam Konda for the office of Independent Directors of the Company. In the opinion of the Board, they fulfil the conditions specified in the Companies Act, 2013 and the Rules made there under for appointment as Independent Directors of the Company. A copy of the draft Letter of Appointment for Independent Directors, setting out terms and conditions of their appointment, is available for inspection at the Registered Office of the Company during business hours on any working day and is also available on the website of the Company www.abhishekinfra.co.in.

Mr. K. Kasthuri will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 and any other applicable provisions of the Companies Act, 2013 and being eligible offers himself for re- appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director's Responsibility Statement for the financial year ended 2013-14, it is hereby confirmed:

* That in the preparation of annual accounts for the financial year ended March 31, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures.

* That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit of the Company for the year under consideration.

* That 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.

* That the Directors have prepared the annual accounts of the Company for the financial year ended March 31, 2014 on a going concern basis.

COMPLIANCE CERTIFICATE:

Your company has obtained a secretarial compliance certificate under proviso to subsection (1) of section 383A of Companies Act, 1956 from a practicing company secretary which forms part of this report.

CORPORATE GOVERNANCE:

As the paid-up capital of the Company is less than Rs. 3 crores, Corporate Governance is not applicable to the Company.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

INSURANCE:

The company does not have any fixed assets.

SUBSIDIARY :

The company does not have any Subsidiary

CAPITAL OF THE COMPANY:

The Authorised Share Capital of the Company is Rs. 3,50,00,000/- divided into 35,00,000 equity shares of 10/- each, Paid up share capital is Rs. 24,90,000/- divided in to 2,49,000 equity shares of Rs. 10/- each.

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given elsewhere in the Annual Report.

AUDITORS:

M/s. P.P. Raju & Co., Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint them as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the AGM to be held in the year 2018, subject to ratification of their appointment at the subsequent AGMs.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders,

I, G. Madhusudhana, Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board Abhishek Infraventures Limited

Sd/- K Kasthuri Whole -Time Director

Sd/- Place: Hyderabad G Madhusudhana Date: 25.08.2014 Whole -Time Director

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Mar 31, 2013

Dear Members,

The Directors are pleased to present their 29th Annual Report on the business and operations of Executive Stock Broking Services Limited and the Financial Accounts of the company for the Financial Year ended on March 31, 2013.

FINANCIAL RESULTS :

(Rs. in lacs)

Particulars 2012-13 2011-12 Income 9.08 8.46 Expenditure 8.75 7.97 Profit after tax 0.21 0.33

PERFORMANCE REVIEW :

The company's total revenues for the year under review were Rs. 9,08,144/- as compared to Rs. 8,45,750/- during the previous financial year. The company had earned a profit of Rs. 32,674/- after tax in the current financial year as compared to Rs. 48,329/- profit after tax in the previous Financial Year.

DIVIDEND :

Keeping the Company's expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

PUBLIC DEPOSITS :

Your Company has no fixed deposits. Further it has neither accepted nor renewed any Fixed Deposits from the public within the meaning of Section 58 A of the Companies Act, 1956 during the year under review.

LISTING :

The equity shares of your company are listed on the Delhi Stock Exchange Limited & Ahmedabad Stock Exchange Limited

DIRECTORS :

Mr. Ajay Sharma, Director of the Company, retires by rotation at the ensuing Annual General Meeting of your Company and, being eligible, offers himself for the re-appointment. Your Board has recommended his re-appointment.

During the year under review, Mr. G Madhusudhana and Mr. K Kasthuri were appointed as Additional Directors w.e.f. 03.06.2013.

DIRECTOR'S RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director's Responsibility Statement for the financial year ended 2012-13, it is hereby confirmed:

* That in the preparation of annual accounts for the financial year ended March 31, 2013; the applicable accounting standards have been followed along with proper explanation relating to material departures.

* That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit of the Company for the year under consideration.

* That 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.

* That the Directors have prepared the annual accounts of the Company for the financial year ended March 31, 2013 on a going concern basis.

CHANGE OF NAME:

The Company has obtained the consent of members through Postal Ballot for change of name from M/s Executive Stock Broking Services to M/s Abhishek Infraventures Limited and applied for the same with the Registrar of Companies.

CHANGE OF OBJECTS :

The Company has also obtained the consent of the members for change of objects from stock broking to infra objects through Postal Ballot and filed the same with the Registrar of Companies.

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

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL 2. Technology absorption, adoption and innovation : NIL C. Foreign Exchange Earnings and Out Go: Foreign Exchange Earnings : NIL Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT :

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given elsewhere in the Annual Report.

AUDITORS :

M/s RMA & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the forthcoming Annual General Meeting and expressed their unwillingness to continue as auditors. M/s P. P. Raju & Co have given their assent to act as statutory auditors stating their appointment will be within the limits specified under section 224 (1B) of the Companies Act.1956 and will be appointed as new auditors of the Company in place of M/s. RMA & Associates. The Board recommends appointing of M/s P. P. Raju & Co as the Statutory Auditors of the company to hold office from the date of this annual general meeting till the conclusion of next annual general meeting of the company.

CORPORATE GOVERNANCE :

As the paid-up capital of the Company is less than Rs. 3 crores, Corporate Governance is not applicable to the Company.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT :

The shareholders,

I, G. Madhusudhana, Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board Executive Stock Broking Services Limited Sd/- Place: Hyderabad G Madhusudhana Date: 13.08.2013 Director

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Mar 31, 2012

Dear Members

The directors are pleased to present their 28th annual report on the business and operations of Executive Stock Broking Services Limited and the financial accounts of the company for the financial year ended on March 31 , 2012.

FINANCIAL RESULTS:

PARTICULARS:

(Rs. In Lakhs)

31.03.2012 31.03.2011

Gross Receipts 8.46 7.98

Profit before Depreciation and Taxation 0.50 0.45

Less: Depreciation 0.02 0.02

Profit before Taxation 0.48 0.43

Provision for Taxation 0.16 0.18

Profit after Taxation 0.33 0.28

FINANCIAL RESULTS:

The company's total revenues for the year under review were Rs 8,45,750/- as compared to Rs. 7,98,035/- during the previous financial year. The company had earned a profit of Rs 48,329/- before tax in the current financial year as compared to Rs. 43,536/- profit before tax in the financial year 2010-11.

DIVIDEND:

In view of insufficiency of profits, your directors regret their inability to recommend dividend for the year under review.

DIRECTORS:

Mr. Sunil Kumar, Director of the company retires by rotation at the ensuring Annual General Meeting of your company and, being eligible, offers himself for the re-appointment.

Your Board has recommended his re- appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the companies act, 1956 with respect to director's responsibility statement for the financial year ended 2011 -2012, it is hereby confirmed.

That in the preparation of annual accounts for the financial ended March 31, 2012, The applicable accounting standards has been followed along with proper explanation relating to material departures.

That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were responsible 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 and of the profit of the company for the year under consideration.

That the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the companies act, 1956 for safeguarding the assets of the company and detecting fraud and other irregularities.

That the directors have prepared the annual accounts of the company for the financial year ended March 31,2012 on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE:

A Secretarial Compliance certificate, furnished by a practicing company secretary pursuant to section 383A of the companies act, 1956 and in accordance with companies (Compliance certificate) Rules 2001 is attached herewith.

AUDITORS REPORT:

The observation made by the Auditors are self - explanatory & do not require further classification.

AUDITORS:

M/s RMA & Associates, chartered accountants and the Statutory Auditors of the company retires at the forthcoming annual general meeting and being eligible offer themselves for reappointment the company has received a certificate from the auditors stating that if re-appointed, their appointment will be within the limits specified under section 224 (1B) of the companies act. 1956. The board recommends reappointing M/s RMA Associates as the Statutory Auditors of the company to hold office from the date of this annual general meeting till the conclusion of next annual general meeting of the company.

PARTICULARS OF EMPLOYEES:

During the financial year under review, there are no employees in the company whose particulars are required to be given under section 217 (2A) of the companies act, 1956.

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

Information in accordance with the companies act (disclosure of particulars in report of board of directors) Rules, 1988 are furnished hereunder:

Conservation of energy : The operations of the company are not energy intensive.

Technology Absorption : Not applicable

Foreign Exchange Earnings and out go : There was no foreign exchange earnings and outgo during the year under review.

PUBLIC DEPOSITS:

Your company has no fixed deposits. Further it has neither accepted nor renewed any fixed deposits from the public within the meaning of section 58 A of the companies act, 1956 during the year under review.

LISTING:

The equity shares of your company are listed on Delhi Stock Exchange Limited and Ahmedabad Stock Exchange Limited.

CORPORATE GOVERNANCE:

Since the Share capital of the company is less than 3 crores Corporate Governance is not applicable to the company.

By the order of the Board For Executive Stock Broking Services Ltd.

Sd/- (Sunil Kumar) Chairman

Place: New Delhi Dated: 27th August, 2012

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Mar 31, 2011

Dear Members

The directors are pleased to present their 27th annual report on the business and operations of Executive Stock Broking Services Limited and the financial accounts of the company for the financial year ended on March 31 , 2011.

FINANCIAL RESULTS:

PARTICULARS: (Rs. In Lakhs)

31.03.2010 31.03.2011

Gross Receipts 7.98 7.55

Profit before Depreciation and Taxation 0.45 0.49

Less: Depreciation 0.02 0.02

Profit before Taxation 0.43 0.47

Provision for Taxation 0.18 0.15

Profit after Taxation 0.25 0.32

FINANCIAL RESULTS

The company's total revenues for the year under review were Rs. 7,98,035/- as compared to Rs. 7,55,250/- during the previous year. The company had earned a profit of Rs 43536/- before tax in the current financial year as compared to Rs. 47,058/- profit before tax in the financial year 2009-10

DIVIDEND:

In view of insufficiency of profits, your directors regret their inability to recommend dividend for the year under review .

DIRECTORS:

At the ensuring annual general meeting Mr. Kishore Bhatia, Director of the company retires by rotation and being eligible offers himself for appointment. Your directors recommend his reappointment in the overall interest of the company .

During the under review, Mr. Satish Garg, Director of the company, resigned from the directorship of the company w.e.f. 30/12/2010 due to some personal reasons. The board places on records its sincere appreciation towards the sincere and dedicate efforts made by Mr Satish Garg for upliftment of the business of the company.

Further, Mr. Ajay Sharma and Mr. Manoj Kumar were appointed as additional directors of the company w.e.f. 01/12/2010 to hold the office till the conclusion of the forthcoming annual general meeting of the company during the year under review.

As per the provisions of section 260 of the companies act, 1956 these directors hold office only upto the conclusion of this annual general meeting and are eligible for appointment as directors. The company has received a notice under section 257 of the companies act, 1956, in respect of the aforesaid candidates, proposing their appointment as directors of the company.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the companies act, 1956 with respect to director's responsibility statement for the financial year ended 2010-2011 , it is hereby confirmed.

That in the preparation of annual accounts for the financial ended march 31, 2011 , The applicable accounting standards have been followed along with proper explanation relating to material departures.

That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were responsible 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 and of the profit of the company for the year under consideration.

That the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the companies act, 1956 for safeguarding the assets of the company and detecting fraud and other irregularities.

That the directors have prepared the annual accounts of the company for the financial year ended march 31,2011 on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance certificate, furnished by a practicing company secretary pursuant to section 383A of the companies act, 1956 and in accordance with companies (Compliance certificate) Rules 2001 is attached herewith.

AUDITORS REPORT:

The observation made by the Auditors are self - explanatory & do not require further classification.

AUDITORS:

M/s RMA & Associates, chartered accountants and the Statutory Auditors of the company retires at the forthcoming annual general meeting and being eligible offer themselves for reappointment the company has received a certificate from the auditors stating that if re-appointed, their appointment will be within the limits specified under section 224 (1B) of the companies act. 1956. The board recommends to reappoint M/s RMA Associates as the Statutory Auditors of the company to hold office from the date of this annual general meeting till the conclusion of next annual general meeting of the company.

PARTICULARS OF EMPLOYEES:

During the financial year under review, there are no employees in the company whose particulars are required to be given under section 217 (2A) of the companies act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with the companies act (disclosure of particulars in report of board of directors ) Rules, 1988 are furnished hereunder:

Conservation of energy : The operations of the company are not energy intensive.

Technology Absorption : Not applicable

Foreign Exchange Earnings and out go : There was no foreign exchange earnings and outgo during the year under review.

PUBLIC DEPOSITS:

Your company has no fixed deposits. Further it has neither accepted nor renewed any fixed deposits from the public within the meaning of section 58 A of the companies act, 1956 during the year under review.

LISTING:

The equity shares of your company are listed on Delhi Stock Exchange Limited.

During the year 2010-11, the equity shares of your company also got listed on Ahmedabad Stock Exchange Limited.

CORPORATE GOVERNANCE:

Since the Share capital of the company is less than 3 crores Corporate Governance is not applicable to the company.

By the order of the Board For Executive Stock Broking Services Ltd.

Sd/- (Sunil Kumar) Chairman

Place: New Delhi Dated: 1st September, 2011