Directors Report of Adhbhut Infrastructure Ltd.

Mar 31, 2025

Your Directors are pleased to present the fortieth (40^th) Annual Report of the Company’s business and operations,
together with the audited financial statements and Independent Auditors Report thereon for the financial year ended
March 31,2025.

1. FINANCIAL PERFORMANCE

The financial statements for the financial year ended March 31,2025, forming part of this Annual Report, have been
prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

Key highlights of financial performance of your Company for the financial year 2024-25 are provided below:

(Amount in Lacs)

Particulars	31.03.2025 (Audited)	31.03.2024 (Audited)
Revenue from Operations	82.62	255.75
Other Income	0.85	24.15
Total Income	83.47	279.90
Employee Benefit Expense	10.12	11.80
Finance Cost	27.08	24.75
Depreciation and Amortization Expenses	105.24	104.74
Other Expenses	36.19	31.40
Total Expenses	178.63	172.69
Profit / (Loss) before Tax & Exceptional Items	(95.17)	107.21
Exceptional items	-	-
Profit before tax	(95.17)	107.21
Tax Expense	(30.86)	19.94
Profit before Comprehensive income	(64.31)	87.27
Other Comprehensive Income	-	-
Profit/(Loss) for the Year	(64.31)	87.27
EPS	(0.58)	0.79

2. TRANSFER TO RESERVES

During the year under review, The Company has not transfer any amount under the head Reserve in the Financial
Statements for the Financial Year ended March 31, 2025.

3. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year ended on March 31,2025.

4. DIVIDEND

In view of losses incurred during the period under review, the Board of Directors has not recommended any dividend
for Financial Year 2024-25.

5. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

As per Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, all the shares in respect to
which dividend has remained unclaimed/unpaid for a period of seven consecutive year or more are required to
transfer in the name of IEPF, but the company is not required to be transferred any amount to the IEPF established
by the Central Government as the company has not declared any dividend for any financial year.

6. REVIEW OF OPERATIONS:

During the year under review, the Company’s Revenue from Operations is Rs. 82.62 Lacs as compared with Rs.

255.75/- Lacs- in the previous financial year. The Company has incurred loss during the year (i.e. 2024-2025) of
Rs. 64.31 Lacs as compared to profit of Rs. 87.27/- Lacs in the Previous Year (i.e. 2023-2024).

The Company continued to operate in the business of Real Estate on several financial and corporate issues and
there was no change in business activities. There are no material changes or commitments affecting the financial
position of the company which have occurred between the end of the financial year and the date of this Report.

7. CAPITAL STRUCTURE OF THE COMPANY

During Financial Year 2024-25, there was no change in the authorised share capital and Paid share Capital of the
Company.

The Share Capital Structure of the Company is categorized into two classes^

S. No	Particulars	Equity Shares	1% Non Converitble Non-Cumulative Redeemble Preference Shares
1.	Authorised Share Capital	1,10,00,000	15,00,000
2.	Paid Up Share Capital	1,10,00,000	15,00,000
3.	Value per Share	10	10

During the period under review, your company has not raised any funds through public issue, rights issue, bonus
issue or preferential issue etc. and has neither issued any shares with differential voting rights nor issued any
sweat equity shares.

8. DEMATERIALISATION AND LISTING

The equity shares of the Company are admitted to the depository system of National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March, 2025, 1,00,12,214 Equity
Shares representing 91.020 % of the Equity Share Capital of the Company are in dematerialized form. The Equity
Shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and
Exchange Board of India (SEBI). The International Securities Identification Number (ISIN) allotted to the Company
with respect to its Equity Shares is INE578L01014.

The Equity shares of the Company are listed on BSE Limited.

9. RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India, the Reconciliation of Share Capital Audit was
carried out on quarterly basis for the quarter ended June 30th, 2024, September 30th, 2024, December 31st, 2024
and March 31st, 2025 by a Company Secretary in Practice. The purpose of the audit was to reconcile the total
number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited
(CDSL) and in physical form with respect to admitted, issued and paid up capital of the Company.

The aforesaid Reports of Reconciliation of Share Capital were submitted to the BSE Limited, where the equity
shares of the Company are listed.

10. FINANCIAL STATEMENTS OF THE COMPANY

The Financial Statement of the Company for the FY 2024-2025 are prepared in compliance with the applicable
provisions of the Act, Accounting Standards and other applicable provisions of the companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the SEBI (Listing
Regulation).

The Audited Financial Statement along with Auditor Report for the FY 2024-2025 into consideration have been
annexed to the Annual Report and also made available on the website of the Company which can be accessed
at https://adhbhutinfra.in/.

11. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and
76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

12. CHANGE IN REGISTERED OFFICE

During the previous year, the company shifted its registered office from the State of Delhi to the State of Haryana.
This change was noted by the Board of Directors at their meeting held on 4th April 2024.

13. MEETING OF BOARD OF DIRECTOR

The Board met six (6) times during the FY 2024-25. The details of composition of Board of Directors and its
Committees, meetings held during the year and other relevant information are included in the Corporate Governance
Report, which forms part of this Annual Report. The intervening gap between any two meetings was within the
period prescribed by the Companies Act, 2013 & SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015 read with relevant relaxations granted by Ministry of Corporate Affairs (MCA) and Securities and
Exchange Board of India (SEBI).

14. MEETING OF COMMITTEES

The Audit committee met Four (4) times during the FY 2024-25, Nomination and Remuneration Committee met Two
(2) times during FY 2024-25 and Stakeholder Relationship Committee met once during the FY 2024-25. The details
of composition of Committees, meetings held during the year and other relevant information are included in the
Corporate Governance Report, which forms part of this Annual Report. The intervening gap between any two
meetings was within the period prescribed by the Companies Act, 2013 & SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 read with relevant relaxations granted by Ministry of Corporate Affairs
(MCA) and Securities and Exchange Board of India (SEBI).

15. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All arrangements/ transactions entered into by the Company with its related parties during the year were in the
ordinary course of business and on an arm’s length basis. During the year, the Company has not entered into any
arrangement/transaction with related parties which could be considered material in accordance with the Company’s
Policy on Related Party Transactions, read with the Listing Regulations and the disclosure of related party
transactions In accordance with Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of Companies
(Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section
188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is attached as Annexure I to this Report.

Details of the Related Party Transactions, as required under Listing Regulations and the relevant Accounting
Standards are given in Note No. 27 to the Financial Statements.

The Related Party Transaction Policy is available on the Company’s website under the web link www.adhbhutinfra.in.

16. AUDITORS AND THEIR REPORT

A. STATUTORY AUDITORS

M/s Chatterjee & Chatterjee, (Firm Registration No. 001109C), Chartered Accountants, were appointed as Statutory
Auditors of the Company for a period of five years by the members of the Company and they will continue to hold
office till the conclusion of the 42^nd AGM to be held in the year 2027.

The Statutory Auditors’ Report on the Standalone Financial Statements of the Company for the financial year ended
March 31,2025 forms part of this Annual report and the observations of the Statutory Auditors, when read together
with the relevant notes to accounts and accounting policies are self-explanatory and therefore do not call for any

26 | ADHBHUT INFRASTRUCTURE LIMITED

further comments. The Audit report for the FY 2024-25 does not contain any qualification or adverse remarks.

During the year, the Statutory Auditors had not reported any matter under Section 143(12) of the Companies Act,
2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

B. SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s S Khurana and
Associates, Practicing Company Secretaries (CP No. 13212) to undertake the Secretarial Audit of the Company
for the Financial Year ended on March 31,2025. The Secretarial Audit Report in Form MR-3 is annexed herewith
as Annexure II, which forms an integral part of this report.

During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Companies Act,

2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

The said report contain following observations on which management comments are as under:

The composition of Board of Directors and committees thereof of the Company was generally constituted. There
are adequate systems and processes found in the Company commensurate with the size and operations to monitor
and ensure compliance with applicable laws, rules, regulations and guidelines. However, there is business revenue
in the Company, total income comprises of income from real estate activities.

As per the records, the Company has generally filed all the forms, returns, documents and resolutions as were
required to be filed with the Registrar of Companies and other authorities and all the formalities relating to the same
is in compliance with the Act, subject to the observation(s) in this report.

MANAGEMENT COMMENTS:-

We at Adhbhut have done the compliances as per all the applicable laws and will continue to do the same.
Secretarial Compliance Report

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, M/s S Khurana and Associates, Company Secretaries in practice has given the Secretarial
Compliance Report of the Company for the financial year 2024-25.

C. COST AUDITOR

During the period under review, provision regarding the appointment of Cost Auditor & maintaining the Cost Records
pursuant to the provision of Section 148 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules,

2014, is not applicable on the company

D. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the rules made there under, the
Board of Directors had appointed M/s Ritu Jain & Co., Practicing Chartered Accountants (FRN: 013529N) to
undertake the Internal Audit of the Company for the Financial Year ended on March 31, 2025.

17. SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES

During the year under review as on March 31, 2025, the company does not have any subsidiary, Joint Venture
and associates company.

18. CORPORATE GOVERNANCE REPORT

The Directors adhere to the requirements set out by the Securities and Exchange Board of India’s Corporate
Governance practices and have implemented all the stipulations prescribed. Secretarial compliances, reporting,
intimations etc. under the Companies Act, 2013, SEBI Regulations and other applicable laws, rules and regulations
are noted in the Board/Committee Meetings from time to time. The Company has implemented several best
corporate governance practices.

The Corporate Governance Report as stipulated under Regulation 34(3) and other applicable Regulations read with
Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of
this Report.

19. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31.03.2025, Composition of Board and KMPs were as under:

NAME	DESIGNATION
Mr. Mr. Anubhav Dham	Managing Director
Mr. Manoj Kumar	Non-Executive & Independent Director
Ms. Rajiv Kapur Kanika Kapur	Independent Director
Mr. Srikant	Non-Executive & Independent Director
Mr. Sanjay Sharma	Non-Executive & Independent Director
Mr. Amman Kumar	Non-Executive & Non-Independent Director
Mr. Subir Kumar Mishra	Chief Financial Officer

Appointments & Cessations during the Financial Year 2024-25:

SR. NO.	NAME	DESIGNATION	CHANGE
1.	Mr. Vipul Gupta	Independent Director	Resigned from the Position of Non-
			Executive- Independent Director on
			June 25, 2025 due to personal

Mr. Vipul Gupta has resigned from the Position of Independent director of the Company as on June 25, 2024 due
to personal reasons and Board places on record its appreciation for their continuous support, guidance and
contribution during their tenure as an Independent Directors on the Board of the Company.

There was no material reason regarding the resignation of the Independent Directors and the confirmation regarding
the same as received from the Independent Director was already submitted at www.bseindia.com.

Appointments & Cessations after the end of Financial Year i.e., March 31, 2025 till the date of this Report:

SR. NO.	NAME	DESIGNATION	CHANGE
1	Ms. Shivani Dixit	Company Secretary & Compliance Officer	Appointed as Company Secretary & Compliance Officer w.e.f. May 29, 2025.
2.	Mr. Amman Kumar	Additional Director (Non-Executive - Non Independent Director)	Resigned from the Position of Non¬ Executive- Non Independent Director on June 5, 2025 due to personal reasons
3.	Mr. Mahir Bhadani	Non- Executive - Independent Director	Appointed as Non-Executive & Independent Director on the Board of the Company with effect from June 17, 2025

Mr. Amman Kumar has resigned from the Position of Non-Executive director of the Company as on June 5, 2025
due to personal reasons and Board places on record its appreciation for their continuous support, guidance and
contribution during their tenure as Non-Executive Directors on the Board of the Company.

There was no material reason regarding the resignation of the Non-Executive Directors and the confirmation
regarding the same as received from the Non-Executive Director was already submitted at www.bseindia.com.

20. INDEPENDENT DIRECTORS AND THEIR MEETING

The Company has received disclosures from all the Independent Directors that they fulfill conditions specified under
Section 149(6) of Companies Act, 2013 and Regulation 16(1) (b) of SEBI (LODR) Regulations, 2015 and are
Independent of the Management. Based on the declarations received from the Independent Directors, the Board
of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)

(b) of the SEBI (LODR) Regulations, 2015 and possess high integrity expertise and experience including the
proficiency required to discharge the duties and responsibilities as Directors of the Company.

All the Independent Directors of the Company as on 31.03.2025 have registered themselves in the data bank of
Independent Directors pursuant to the provisions of the Companies (Appointment & Qualifications of Directors)
Rules, 2014. The details of Independent Director’s meeting have been included in the Corporate Governance Report
forming part of Annual Report.

Independent Directors meet at least once in a financial year without the presence of Executive Directors or
Management Personnel. Such meetings are conducted to enable the Independent Directors to discuss matters
pertaining to the Company’s Affairs and put forth their views. During the year under review, one meeting of the
tdependentDiBcfcas was hed. cn 13^h February, 2025 where all the independent directors were present.

21. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Act, Mr. Anubhav Dham (DIN: 02656812), Non-Executive,
Non Independent Director of the Company is retiring by rotation from the position of Director, at the ensuing Annual
General Meeting and is eligible for reappointment.

22. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (‘IBC’)

During the financial year under review, neither any application is made by the Company, nor is any proceeding
pending against the Company under Insolvency and Bankruptcy Code, 2016.

23. COMPLIANCE OF THE SECRETARIAL STANDARDS

The Board confirms that, during the period under review, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI) as amended from time to time.

24. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act, 2013, with respect to Directors’
Responsibility Statement, it is hereby confirmed 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 have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit and loss of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts on a going concern basis; and

e. The Directors, have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and operating effectively;

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.

25. FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meeting
of the Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements)

Regulations 2015. Your Company has adopted a familiarization programme for Independent Directors to familiarise
them with the Company, their role, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model, management structure, industry overview, internal control system and
processes, risk management framework, functioning of various divisions and HR Management etc.

Your company aims to provide the insight into the Company to its Independent Directors enabling them to contribute
effectively. The Company arranges site visit for the Directors, giving them insight of various projects and Directors
are also informed of various developments relating to the industry on regular basis and are provided with specific
regulatory updates from time to time.

Details of the familiarization programme of the Independent Directors are available on the website of the Company
www.adhbhutinfra.in.

26. BOARD EVALUATION

The Company has devised a policy for performance evaluation of Independent Directors, Chairman, Board, Board
Committees and other Individual Directors, which include the criteria for performance evaluation of the Non¬
Executive Directors and Executive Directors.

Based on the policy for performance evaluation of Independent Directors, the Board, Board Committees and other
individual Directors, a process of evaluation was followed by the Board for its own performance and that of its
Committees and individual Directors.

The statement indicating the manner, in which, formal annual evaluation of the Directors, the Board and Board level
Committees was carried out, are given in detail in the report on Corporate Governance, which forms part of this
Annual Report. The Nomination & Remuneration policy may be accessed on the Company’s website at
www.adhbhutinfra.in.

27. POLICY ON APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration Committee of the Board
has framed a policy for selection and appointment of Directors and senior management personnel, which inter alia
includes the criteria for determining qualifications, positive attributes and independence of a Director(s)/ Key
Managerial Personnel and their remuneration. The nomination and remuneration policy is available on the website
of the Company (www.adhbhutinfra.in).

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate financial control system and framework in place to ensure: -

1. The orderly and efficient conduct of its business;

2. Safeguarding of its assets;

3. The prevention and detection of frauds and errors;

4. The accuracy and completeness of the accounting records; and

5. The timely preparation of reliable financial information.

The same is subject to review periodically by the internal auditor for its effectiveness. The management has
established internal control systems commensurate with the size and complexities of the business.

The internal auditors of the company checks and verifies the internal control and monitors them in accordance with
policy adopted by the company. The Board regularly reviews the effectiveness of controls and takes necessary
corrective actions where weaknesses are identified as a result of such reviews. This review covers entity level
controls, process level controls, fraud risk controls.

The internal control manual provides a structured approach to identify, rectify, monitor and report gaps in the internal
control systems and processes. To maintain its objectivity and independence, the internal audit function reports
to the chairman of the Audit Committee and all significant audit observations and corrective actions are presented
to the Committee. Accordingly, the Board is of the opinion that the Company’s internal financial controls were
adequate and effective during FY 2024-25.

29. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 and
Section 134(3)(a) of the Companies Act, 2013, the copy of Annual Report in form MGT-7 is available at the official
website of the Company i.e. www.adhbhutinfra.in.

30. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES

As the Company is not having net worth of rupees five hundred Crores or more, or turnover of rupees one thousand
crores or more or a net profit of rupees five crores or more during any financial year, the Company is not required
to comply with the provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of the
CSR Committee and undertaking of Social Expenditure as required under the said Section.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Your Company is engaged in the business of providing infrastructure facilities i.e. housing, real estate development
etc. The provisions of Section 186 of the Companies Act, 2013 are not applicable on the Company except sub
section (1). The Company is in compliance of the provisions of sub section (1) of Section 186 of the Companies
Act, 2013.

32. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A
separate section on Management Discussion and Analysis for the year ended March 31, 2025 forms an integral
part of this Annual Report.

33. PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, details of the Employees are set out in
Annexure III.

34. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO:

Provisions of Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014
pertaining to Conservation of Energy, Research & Development, Technology Absorption are not applicable to the
Company.

During the period under review, the Company has neither earned or expense any foreign currency.

35. CERTIFICATE ON CORPORATE GOVERNANCE

The requisite Certificate received from the Secretarial Auditors of the Company, M/s S. Khurana & Associates, in
respect of compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3) read with
Clause E of Schedule V of the SEBI (LODR) Regulations, 2015, is attached and forms part of the Annual Report.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the period under review, the Directorate of Enforcement, Gurugram, under Section 5 of Prevention of Money
Laundering Act, 2002 has passed an order to attach the Shares or any other Securities held directly or indirectly
by Promoter/Promoter Group of the Company on Provisional Basis.

The said Order does not have any impact on the Operations or financial position of the Company.

37. PREVENTION OF INSIDER TRADING

In view of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, your
Company has adopted the code of conduct to regulate, monitor & report insider-trading activities. The said code
is available on website of the Company i.e. www.adhbhutinfra.in. All Board of Directors and the designated person
have confirmed compliance with the code.

38. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has formed a Whistle Blower Policy for establishing a Vigil Mechanism for Directors and Employees
in Compliance with Section 177(9) of the Act and Regulation 22 of the SEBI (Listing Obligations and Disclosure
Requirements).

Regulations, 2015 to report genuine concerns regarding unethical behavior and mismanagement, if any. It aims at
providing avenues for employees to raise complaints and to receive feedback on any action taken and seeks to
reassure the employees that they will be protected against victimization and for any whistle blowing conducted by
them in good faith. The policy is intended to encourage and enable the employees of the Company to raises serious
concerns within the organization rather than overlooking a problem or handling it externally.

The Company is committed to the highest possible standard of openness, probity and accountability. It contains
safe guards to protect any person who uses the Vigil Mechanism by raising any concern in good faith. The
Company protects the identity of the whistle blower, if the whistle blower so desires, however the whistle blower
needs to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The
mechanism provides for a detailed complaint and investigation process.

If circumstances so require, the employee can make a complaint directly to the Chairman of the Audit Committee.
The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory
practice. The said Whistle Blower Policy has been disseminated on the Company’s website at www.adhbhutinfra.in.

39. POLICY ON SEXUAL HARASSMENT

During the period under review, The Company has placed an Anti-Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act,
2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.
All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the period
2024-25, no complaints was received by the committee.

40. RISK MANAGEMENT

The Company has developed and implemented a Risk Management framework. The details of elements of risk are
provided in the Management Discussion and Analysis Report attached as annexure to this Annual Report.

41. INVESTOR RELATIONS

Your Company always endeavors to promptly respond to shareholders’ requests/grievances. Each and every issue
raised by the shareholders is taken up with utmost priority and every effort is made to resolve the same at the
earliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressal of
investors’ grievances.

42. STATEMENT CONCERNING ABOUT COMPLIANCE OF PROVISION RELATING TO THE MATERNITY
BENEFIT ACT 1961

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with applicable rules, the Board of
Directors hereby states that the Company has duly complied with the provisions of the Maternity Benefit Act, 1961,
as amended from time to time.

The Company ensures that all eligible women employees are extended maternity benefits in accordance with the
provisions of the Act, including paid maternity leave, medical bonus, protection from dismissal during maternity
leave, and provision of creche facilities (where applicable). The Company maintains a workplace that is inclusive,
supportive, and in full compliance with applicable labor laws.

The internal policies and procedures of the Company are regularly reviewed to ensure adherence to statutory
requirements and to support the wellbeing of women employees during maternity and post-maternity periods.

43. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the
vendors and stakeholders including financial institutions, banks, Central & State Government Authorities, other
business associates, who have extended their valuable sustained support and encouragement during the year under
review.

Your Directors are thankful to the shareholders and customers for their continued patronage. Your Directors also
commend the continuing commitment and dedication of the employees at all levels, which has been critical for the
Company’s success. The Directors look forward for their continued support in future.

By Order of the Board
For ADHBHUT INFRASTRUCTURE LIMITED

Sd/-

Anubhav Dham

Date : 12.08.2025 DIN: 02656812

Place: Gurugram (Chairman cum Managing Director)

---

Mar 31, 2024

Your Directors are pleased to present the thirty ninth (39^th) Annual Report of the Company’s business and
operations, together with the audited financial statements and Independent Auditors Report thereon for the financial
year ended March 31, 2024.

1. FINANCIAL PERFORMANCE

The financial statements for the financial year ended March 31, 2024, forming part of this Annual Report, have
been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate
Affairs.

Key highlights of financial performance of your Company for the financial year 2023-24 are provided below:

(Amount in Lacs)

Particulars	31.03.2024 (Audited)	31.03.2023 (Audited)
Revenue from Operations	255.75	211.61
Other Income	24.15	99.20
Total Income	279.90	310.81
Employee Benefit Expense	11.80	66.38
Finance Cost	24.75	22.60
Depreciation and Amortization Expenses	104.74	69.78
Other Expenses	31.40	41.33
Total Expenses	172.69	200.10
Profit / (Loss) before Tax & Exceptional Items	107.21	110.71
Exceptional items	-	1,256.40
Profit before tax	107.21	(1,145.69)
Tax Expense	19.94	21.30
Profit before Comprehensive income	87.27	(1,166.99)
Other Comprehensive Income	-	-
Profit/(Loss) for the Year	87.27	(1,166.99)
EPS	0.79	(10.61)

2. TRANSFER TO RESERVES

During the year under review, The Company has not transfer any amount under the head Reserve in the Financial
Statements for the Financial Year ended March 31, 2024.

3. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year ended on March 31,
2024.

4. DIVIDEND

In view of losses incurred during the period under review, the Board of Directors has not recommended any
dividend for Financial Year 2023-24.

5. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

As per Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, all the shares in respect
to which dividend has remained unclaimed/unpaid for a period of seven consecutive year or more are required
to transfer in the name of IEPF, but the company is not required to be transferred any amount to the IEPF
established by the Central Government as the company has not declared any dividend for any financial year.

6. REVIEW OF OPERATIONS:

During the year under review, the Company’s Revenue from Operations is Rs. 255.75 Lacs as compared with Rs.
211.61/- Lacs- in the previous financial year. The Company has made profit during the year (i.e. 2023-2024) of
Rs. 107.21 Lacs as compared to loss incurred of Rs. 1145.69 Lacs in the Previous Year (i.e. 2022-2023).

The Company continued to operate in the business of Real Estate on several financial and corporate issues and
there was no change in business activities. There are no material changes or commitments affecting the financial
position of the Company which have occurred between the end of the financial year and the date of this Report.

7. CAPITAL STRUCTURE OF THE COMPANY

During Financial Year 2022-23, there was no change in the authorised share capital and Paid share Capital of the
Company.

The Share Capital Structure of the Company is categorized into two classes:-

S. No	Particulars	Equity Shares	1% Non Converitble Non-Cumulative Redeemble Preference Shares
1.	Authorised Share Capital	1,10,00,000	15,00,000
2.	Paid Up Share Capital	1,10,00,000	15,00,000
3.	Value per Share	10	10

During the period under review, your company has not raised any funds through public issue, rights issue, bonus
issue or preferential issue etc. and has neither issued any shares with differential voting rights nor issued any
sweat equity shares.

8. DEMATERIALISATION AND LISTING

The equity shares of the Company are admitted to the depository system of National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March, 2024, 97,75,704 Equity Shares
representing 88.870 % of the Equity Share Capital of the Company are in dematerialized form. The Equity Shares
of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange
Board of India (SEBI). The International Securities Identification Number (ISIN) allotted to the Company with
respect to its Equity Shares is INE578L01014.

The Equity shares of the Company are listed on BSE Limited.

9. RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India, the Reconciliation of Share Capital Audit was
carried out on quarterly basis for the quarter ended June 30th, 2023, September 30th, 2023, December 31st, 2023
and March 31st, 2024 by a Company Secretary in Practice. The purpose of the audit was to reconcile the total
number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India)
Limited (CDSL) and in physical form with respect to admitted, issued and paid up capital of the Company.

The aforesaid Reports of Reconciliation of Share Capital were submitted to the BSE Limited, where the equity
shares of the Company are listed.

10. NOTICE OF POSTAL BALLOT FOR CHANGE IN REGISTERED OF THE COMPANY FROM NCT OF
DELHI TO HARYANA.

During the financial year 2023-24, notice for postal ballot was given to Shareholders of the company on 8^th April,
2023 for passing Special Resolution for the shifting of Registered Office of the company from DSC 260 South
Court, DLF Saket New Delhi-110017 to Begampur Khatola, Khandsa, Near Krishna Maruti, Basai Road, Gurgaon,
Arjun Nagar, Haryana, India, 122001.

The Postal Ballot Notice will also be available on the Company’s website at www.adhbhutinfra.in and on the
website of CDSL at www.cdslindia.com.

Furthermore, a newspaper advertisement of postal ballot notice (including instruction of remote e-voting) pursuant
to Regulation 47 of SEBI (listing and Disclosure Requirement), 2015 was given in Financial Express (English) and
Jansatta (Hindi) newspapers on 9^th April, 2023.

A copy of the advertisement is also available on the website of the company i.e www.adhbhutinfra.in

11. DISCLOSURE OF VOTING RESULTS OF POSTAL BALLOT PURSUANT TO REGULATION 44 OF THE
SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015

The resolution for shifting of registered office of the company from NCT of Delhi to Haryana as proposed in the
postal ballot notice have been passed by the shareholders by remote e-voting process with unanimous special
resolution . The voting results along with the scrutinizer’s report (dated May 08, 2024) was made available on the
Company’s website at https://www.adhbhutinfra.com

12. FINANCIAL STATEMENTS OF THE COMPANY

The Financial Statement of the Company for the FY 2023-2024 are prepared in compliance with the applicable
provisions of the Act, Accounting Standards and other applicable provisions of the companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the SEBI (Listing
Regulation).

The Audited Financial Statement along with Auditor Report for the FY 2023-2024 into consideration have been
annexed to the Annual Report and also made available on the website of the Company which can be accessed
at https://adhbhutinfra.in/.

13. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and
76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

14. MEETING OF BOARD OF DIRECTOR

The Board met seven (7) times during the FY 2023-24. The details of composition of Board of Directors and its
Committees, meetings held during the year and other

relevant information are included in the Corporate Governance Report, which forms part of this Annual Report.
The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 &
SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with relevant relaxations granted
by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI).

15. MEETING OF COMMITTEES

The Audit committee met Four (4) times during the FY 2023-24, Nomination and Remuneration Committee met
Three (3) times during FY 2023-24 and Stakeholder Relationship Committee met once during the FY 2023-24. The
details of composition of Committees, meetings held during the year and other relevant information are included
in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between any
two meetings was within the period prescribed by the Companies Act, 2013 & SEBI (Listing Obligations and

Disclosures Requirements) Regulations, 2015 read with relevant relaxations granted by Ministry of Corporate
Affairs (MCA) and Securities and Exchange Board of India (SEBI).

16. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All arrangements/ transactions entered into by the Company with its related parties during the year were in the
ordinary course of business and on an arm’s length basis. During the year, the Company has not entered into any
arrangement/transaction with related parties which could be considered material in accordance with the Company’s
Policy on Related Party Transactions, read with the Listing Regulations and the disclosure of related party
transactions In accordance with Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of Companies
(Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section
188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is attached as Annexure I to this Report.

Details of the Related Party Transactions, as required under Listing Regulations and the relevant Accounting
Standards are given in Note No. 26 to the Financial Statements.

The Related Party Transaction Policy is available on the Company’s website under the web link www.adhbhutinfra.in.

17. AUDITORS AND THEIR REPORT

A. STATUTORY AUDITORS

M/s Chatterjee & Chatterjee, (Firm Registration No. 001109C), Chartered Accountants, were appointed as Statutory
Auditors of the Company for a period of five years by the members of the Company and they will continue to hold
office till the conclusion of the 42^nd AGM to be held in the year 2027.

The Statutory Auditors’ Report on the Standalone Financial Statements of the Company for the financial year ended
March 31,2024 forms part of this Annual report and the observations of the Statutory Auditors, when read together
with the relevant notes to accounts and accounting policies are self-explanatory and therefore do not call for any
further comments. The Audit report for the FY 2023-24 does not contain any qualification or adverse remarks.

During the year, the Statutory Auditors had not reported any matter under Section 143(12) of the Companies Act,
2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

B. SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s S Khurana
and Associates, Practicing Company Secretaries (CP No. 13212) to undertake the Secretarial Audit of the Company
for the Financial Year ended on March 31,2024. The Secretarial Audit Report in Form MR-3 is annexed herewith
as Annexure II, which forms an integral part of this report.

During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Companies Act,
2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

The said report contain following observations on which management comments are as under:

The composition of Board of Directors and committees thereof of the Company was generally constituted. There
are adequate systems and processes found in the Company commensurate with the size and operations to
monitor and ensure compliance with applicable laws, rules, regulations and guidelines. However, there is business
revenue in the Company, total income comprises of income from real estate activities.

As per the records, the Company has generally filed all the forms, returns, documents and resolutions as were
required to be filed with the Registrar of Companies and other authorities and all the formalities relating to the
same is in compliance with the Act, subject to the observation(s) in this report.

Generally, to the extent possible, notice(s) of the Board Meetings, agenda, detailed notes on agenda, draft minutes
were sent to the directors in accordance with the applicable rules and provisions. The Company in its meeting of
the Board of Directors held on April 03 2023 waived off the right to receive signed copy of minutes by the directors.

MANAGEMENT COMMENTS:-

We at Adhbhut have done the compliances as per all the applicable laws and will continue to do the same.

Secretarial Compliance Report

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, M/s S Khurana and Associates, Company Secretaries in practice has given the Secretarial Compliance
Report of the Company for the financial year 2023-24.

C. COST AUDITOR

During the period under review, provision regarding the appointment of Cost Auditor & maintaining the Cost
Records pursuant to the provision of Section 148 of the Companies Act, 2013 read with Companies (Audit &
Auditors) Rules, 2014, is not applicable on the company

D. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the rules made there under, the
Board of Directors had appointed M/s V K P & Associates, Practicing Chartered Accountants (FRN: 013529N) to
undertake the Internal Audit of the Company for the Financial Year ended on March 31, 2024.

18. SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES

During the year under review as on March 31,2024 the company does not have any subsidiary, Joint Venture and
associates company.

19. CORPORATE GOVERNANCE REPORT

The Directors adhere to the requirements set out by the Securities and Exchange Board of India’s Corporate
Governance practices and have implemented all the stipulations prescribed. Secretarial compliances, reporting,
intimations etc. under the Companies Act, 2013, SEBI Regulations and other applicable laws, rules and regulations
are noted in the Board/Committee Meetings from time to time. The Company has implemented several best
corporate governance practices.

The Corporate Governance Report as stipulated under Regulation 34(3) and other applicable Regulations read
with Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms
part of this Report.

20. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31.03.2024, Composition of Board and KMPs were as under:

NAME	DESIGNATION
Mr. Mr. Anubhav Dham	Managing Director
Mr. Amman Kumar	Non-Executive Non-Independent Director
Ms. Rajiv Kapur Kanika Kapur	Independent Director
Mr. Srikant	Additional Non-Executive & Independent Director
Mr. Sanjay Sharma	Additional Non-Executive & Independent Director
Mr. Subir Kumar Mishra	Chief Financial Officer

Appointments & Cessations during the Financial Year 2023-24:

SR. NO.	NAME	DESIGNATION	CHANGE
1	Mr.Srikant	Additional Director (Non¬ Executive - Non Independent Director)	Appointed as Non-Executive & Independent Director on the Board of the Company with effect from July 13, 2023
2	Mr. Sanjay Sharma	Additional Director (Non¬ Executive - Non Independent Director)	Appointed as Non-Executive & Independent Director on the Board of the Company with effect from July 13, 2023
3	Mr. Anubhav Dham	Whole Time Diector	Re-designation and appointment as Executive Chairman in the category of Managing Director from his earlier designation as Chairman and Whole Time Director with effect from August 23, 2023.
4	Ms. Parul Saini	Company Secretary & Compliance Officer	Resigned from the position of Company Secretary & Compliance Officer w.e.f- February, 29, 2024

Appointments & Cessations after the end of Financial Year i.e., March 31, 2024 till the date of this Report:

SR. NO.	NAME	DESIGNATION	CHANGE
1.	Mr. Vipul Gupta	Independent Director	Resigned from the Position of Non¬ Executive- Independent Director on June 25, 2024 due to personal reasons

MMr. Vipul Gupta has resigned from the Position of Independent director of the Company as on June 25, 2024
due to personal reasons and Board places on record its appreciation for their continuous support, guidance and
contribution during their tenure as an Independent Directors on the Board of the Company.

There was no material reason regarding the resignation of the Independent Directors and the confirmation regarding
the same as received from the Independent Director was already submitted at www.bseindia.com.

21. INDEPENDENT DIRECTORS AND THEIR MEETING

The Company has received disclosures from all the Independent Directors that they fulfill conditions specified
under Section 149(6) of Companies Act, 2013 and Regulation 16(1) (b) of SEBI (LODR) Regulations, 2015 and
are Independent of the Management. Based on the declarations received from the Independent Directors, the
Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)
(b) of the SEBI (LODR) Regulations, 2015 and possess high integrity expertise and experience including the
proficiency required to discharge the duties and responsibilities as Directors of the Company.

All the Independent Directors of the Company as on 31.03.2024 have registered themselves in the data bank of
Independent Directors pursuant to the provisions of the Companies (Appointment & Qualifications of Directors)
Rules, 2014. The details of Independent Director’s meeting have been included in the Corporate Governance
Report forming part of Annual Report.

Independent Directors meet at least once in a financial year without the presence of Executive Directors or
Management Personnel. Such meetings are conducted to enable the Independent Directors to discuss matters
pertaining to the Company’s Affairs and put forth their views. During the year under review, one meeting of the
Independent Directors was held on 15^th March, 2024 where all the independent directors were present.

22. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Act, Mr. Amman Kumar (DIN: 03456445), Non-Executive
- Non Independent Director of the Company is retiring by rotation from the position of Director, at the ensuing
Annual General Meeting and is eligible for reappointment.

A brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to
be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard
2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

23. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (‘IBC’)

During the financial year under review, neither any application is made by the Company, nor is any proceeding
pending against the Company under Insolvency and Bankruptcy Code, 2016.

24. COMPLIANCE OF THE SECRETARIAL STANDARDS

The Board confirms that, during the period under review, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI) as amended from time to time.

25. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility
Statement, it is hereby confirmed 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 have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of the profit and loss of the
Company for that period;

C. The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

D. The Directors have prepared the annual accounts on a going concern basis; and

E. The Directors, have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and operating effectively;

F. The Directors have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.

26. FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies
(Meeting of the Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015. Your Company

has adopted a familiarization programme for Independent Directors to familiarise them with the Company, their
role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business
model, management structure, industry overview, internal control system and processes, risk management
framework, functioning of various divisions and HR Management etc.

Your company aims to provide the insight into the Company to its Independent Directors enabling them to
contribute effectively. The Company arranges site visit for the Directors, giving them insight of various projects and
Directors are also informed of various developments relating to the industry on regular basis and are provided with
specific regulatory updates from time to time.

Details of the familiarization programme of the Independent Directors are available on the website of the Company
www.adhbhutinfra.in.

27. BOARD EVALUATION

The Company has devised a policy for performance evaluation of Independent Directors, Chairman, Board, Board
Committees and other Individual Directors, which include the criteria for performance evaluation of the Non¬
Executive Directors and Executive Directors.

Based on the policy for performance evaluation of Independent Directors, the Board, Board Committees and other
individual Directors, a process of evaluation was followed by the Board for its own performance and that of its
Committees and individual Directors.

The statement indicating the manner, in which, formal annual evaluation of the Directors, the Board and Board
level Committees was carried out, are given in detail in the report on Corporate Governance, which forms part
of this Annual Report. The Nomination & Remuneration policy may be accessed on the Company’s website at
www.adhbhutinfra.in.

28. POLICY ON APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration Committee of the
Board has framed a policy for selection and appointment of Directors and senior management personnel, which
inter alia includes the criteria for determining qualifications, positive attributes and independence of a Director(s)/
Key Managerial Personnel and their remuneration. The nomination and remuneration policy is available on the
website of the Company (www.adhbhutinfra.in).

29. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate financial control system and framework in place to ensure: -

1. The orderly and efficient conduct of its business;

2. Safeguarding of its assets;

3. The prevention and detection of frauds and errors;

4. The accuracy and completeness of the accounting records; and

5. The timely preparation of reliable financial information.

The same is subject to review periodically by the internal auditor for its effectiveness. The management has
established internal control systems commensurate with the size and complexities of the business.

The internal auditors of the company checks and verifies the internal control and monitors them in accordance
with policy adopted by the company. The Board regularly reviews the effectiveness of controls and takes necessary
corrective actions where weaknesses are identified as a result of such reviews. This review covers entity level
controls, process level controls, fraud risk controls.

The internal control manual provides a structured approach to identify, rectify, monitor and report gaps in the
internal control systems and processes. To maintain its objectivity and independence, the internal audit function
reports to the chairman of the Audit Committee and all significant audit observations and corrective actions are
presented to the Committee. Accordingly, the Board is of the opinion that the Company’s internal financial controls
were adequate and effective during FY 2022-23.

30. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 and
Section 134(3)(a) of the Companies Act, 2013, the copy of Annual Report in form MGT-7 is available at the official
website of the Company i.e. www.adhbhutinfra.in.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Your Company is engaged in the business of providing infrastructure facilities i.e. housing, real estate development
etc. The provisions of Section 186 of the Companies Act, 2013 are not applicable on the Company except sub
section (1). The Company is in compliance of the provisions of sub section (1) of Section 186 of the Companies
Act, 2013.

32. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A
separate section on Management Discussion and Analysis for the year ended March 31, 2024 forms an integral
part of this Annual Report.

33. PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, details of the Employees are set out in
Annexure III.

34. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING /
OUTGO:

Provisions of Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014
pertaining to Conservation of Energy, Research & Development, Technology Absorption are not applicable to the
Company.

During the period under review, the Company has neither earned or expense any foreign currency.

35. CERTIFICATE ON CORPORATE GOVERNANCE

The requisite Certificate received from the Secretarial Auditors of the Company, M/s S. Khurana & Associates, in
respect of compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3) read with
Clause E of Schedule V of the SEBI (LODR) Regulations, 2015, is attached and forms part of the Annual Report.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the period under review, there is no significant and material order passed by any regulators or by any court
or tribunal.

37. PREVENTION OF INSIDER TRADING

In view of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, your
Company has adopted the code of conduct to regulate, monitor & report insider-trading activities. The said code
is available on website of the Company i.e. www.adhbhutinfra.in. All Board of Directors and the designated person
have confirmed compliance with the code.

38. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has formed a Whistle Blower Policy for establishing a Vigil Mechanism for Directors and Employees
in Compliance with Section 177(9) of the Act and Regulation 22 of the SEBI (Listing Obligations and Disclosure
Requirements).

Regulations, 2015 to report genuine concerns regarding unethical behavior and mismanagement, if any. It aims
at providing avenues for employees to raise complaints and to receive feedback on any action taken and seeks
to reassure the employees that they will be protected against victimization and for any whistle blowing conducted
by them in good faith. The policy is intended to encourage and enable the employees of the Company to raises
serious concerns within the organization rather than overlooking a problem or handling it externally.

The Company is committed to the highest possible standard of openness, probity and accountability. It contains
safe guards to protect any person who uses the Vigil Mechanism by raising any concern in good faith. The
Company protects the identity of the whistle blower, if the whistle blower so desires, however the whistle blower
needs to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The
mechanism provides for a detailed complaint and investigation process.

If circumstances so require, the employee can make a complaint directly to the Chairman of the Audit Committee.
The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory
practice. The said Whistle Blower Policy has been disseminated on the Company’s website at www.adhbhutinfra.in.

39. POLICY ON SEXUAL HARASSMENT

During the period under review, The Company has placed an Anti-Sexual Harassment Policy in line with the

requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act,
2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.
All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the
period 2023-24, no complaints was received by the committee.

40. RISK MANAGEMENT

The Company has developed and implemented a Risk Management framework. The details of elements of risk
are provided in the Management Discussion and Analysis Report attached as annexure to this Annual Report.

41. INVESTOR RELATIONS

Your Company always endeavors to promptly respond to shareholders’ requests/grievances. Each and every issue
raised by the shareholders is taken up with utmost priority and every effort is made to resolve the same at the
earliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressal
of investors’ grievances.

42. DIVIDEND DISTRIBUTION POLICY

The Board of Directors of your Company had approved the Dividend Distribution Policy in accordance with the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”). The objective of this policy is to establish the parameters to be considered by the Board
of Directors of your Company before declaring or recommending dividend. The Policy is available at the official
website of the Company i.e. www.adhbhutinfra.in.

43. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the
vendors and stakeholders including financial institutions, banks, Central & State Government Authorities, other
business associates, who have extended their valuable sustained support and encouragement during the year
under review.

Your Directors are thankful to the shareholders and customers for their continued patronage. Your Directors also
commend the continuing commitment and dedication of the employees at all levels, which has been critical for
the Company’s success. The Directors look forward for their continued support in future.

By Order of the Board
For ADHBHUT INFRASTRUCTURE LIMITED

Sd/-

Anubhav Dham

Date: 03.09.2024 DIN: 02656812

Place: New Delhi (Chairman cum Managing Director)

---

Mar 31, 2018

The Directors are pleased to present the 33^rd Annual Report on the business and operations of your Company along with the financial statements for the period ended 31^st March, 2018.

FINANCIAL HIGHLIGHTS

The Company''s financial performance for the year ended 31st March, 2018 forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

(Rupees in Lakhs)

PARTICULARS	Year ended 31st March, 2018	Period ended 31st March, 2017
Income from Operations	0	33.06
Other Incomes	2.34	-
Expenses	24.08	70.09
Profit/loss before tax	(21.74)	(37.03)
Provision for Taxation	-	1.91
Profit/loss after Taxation	(21.74)	(38.94)
Earning per Equity shares (Basic And Diluted)	(0.20)	(0.35)

PPERFORMANCE REVIEW

During the period under review, the Company earned revenue from operations and other Income amounting to Rs.2.34 Lakhs as compared to Rs. 33.06 Lakhs in the previous year. Loss after Tax for the financial year 2017-18 stood at Rs. 21.74 Lakhs against Loss after Tax of Rs. 38.94 Lakhs in the previous year.

The state of affairs of the Company is presented as part of the Management Discussion and Analysis Report forming part of this Annual Report.

DIVIDEND

The Board of Directors has not recommended any dividend for the period 2017-18.

CHANGES IN CAPITAL STRUCTURE

During the year under review, there has been no change in the Capital Structure of the Company.

STATE OF COMPANY''S AFFAIRS

The state of affairs of the Company is presented as part of the Management Discussion and Analysis Report forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain high standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an Integral part of the Annual Report. Requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to this Report.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

a) in the preparation of the annual accounts for the period ended 31st March, 2018, the applicable Accounting Standards read with requirements have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31.03.2018 the Company does not have any Subsidiaries, Joint Ventures or Associates.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial year ended March 31, 2018, Ms. Ankita Wadhwan has resigned on 14^th September, 2017 and Ms. Anuradha Kapur appointed as an Additional Director (Independent) on 14^th Sep. 2017 and Mr. Vinod Kumar Uppal has resigned on 15^th May, 2018 and there was no change key managerial personnel (KMPs) in the Company.

Retirement by Rotation In accordance with the provisions of Section 152 the Companies Act, 2013 and the Article of Association of the Company read with Companies (Appointment and Qualification of Directors) Rules, 2014 Mr. Anubhav Dham (DIN: 02656812) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 regarding Mr. Anubhav Dham are provided in the Notice of the 33^rd Annual General Meeting. The Board recommends his re-appointment.

A brief resume of the Director proposed to be appointed/ re-appointed, as required under Regulation 36 (3)(a) of SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 and Companies Act, 2013, forms part of the notice convening Annual General Meeting.

INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Director in accordance with Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD MEETINGS

The Board met Four times during the year under review, the details of which are provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

The Board evaluated the effectiveness of its functioning and that of the committees and of individual Directors by seeking their inputs on various aspects of Board/Committee governance such as the Board composition and structure, effectiveness of board processes, active participation and contribution of directors in the Board/Committee meetings and the fulfillment of Directors obligation and their fiduciary responsibilities.

Further, the Independent Directors at their meeting, reviewed the performance of the Board, chairman of the Board and of Non Executive Directors. The co-ordination between the Company management and the Board which is required for the Board to effectively and reasonably perform their duties was also reviewed during the meeting.

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the period under review, there has been no change in the nature of business.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the internal audit function reports to the chairman of the Audit Committee and all significant audit observations and corrective actions are presented to the Committee.

STATUTORY AUDITORS AND AUDITORS REPORT

M/s. B. Lugani & Associates, Chartered Accountants, has resigned as Statutory Auditors of the Company, due to preoccupation. Consequently, the Board of Directors had approached M/s. Gurvir Makkar & Co., (Firm Registration No.014293N), Chartered Accountants, to act as the Statutory Auditors of the Company to fill up casual vacancy caused due to the resignation of M/s. B. Lugani & Associates. The Board of Directors vide their resolution dated 15^th May,2018 , recommended Appointment of M/s. Gurvir Makkar & Co., Chartered Accountants as Statutory Auditors of the Company for the Financial Year 2017-2018 and the same has approved their re-appointment till the ensuring Annual General Meeting (i.e. 33^rd AGM) by Members through postal ballot dated 25^th June,2018.

The proposal for their re-appointment is included in the notice for Annual General Meeting sent herewith.

The Company has received a consent letter from the statutory auditors for their appointment, and a certificate from them that their re-appointment, if made, shall be in accordance with the conditions as prescribed under the Companies Act, 2013 and that they are not disqualified for appointment.

The Auditor''s Report does not contain any qualifications, reservations or adverse remarks. The Report is attached hereto and is self-explanatory requiring no further elucidation.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has Audit in Form MR 3 for the period ended March 31, appointed M/s K. Rahul & Associates, Company Secretaries, New Delhi to undertake the Secretarial Audit of the Company. The Report of the Secretarial 2018 is annexed as Annexure I to the Report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in their report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Disclosure on particulars relating to loans, guarantees or investments under section 186 of the Companies Act, 2013 have been provided as part of the financial statements.

TRANSACTIONS WITH RELATED PARTIES

There were no related party transactions during the financial year, accordingly, the disclosures pursuant to section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2 is not applicable and is annexed as Annexure II to this report.

EXTRACT OF ANNUAL RETURN

In terms of Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of Companies (Management & Administration) Rules, 2014, the extracts of Annual Return of the Company in Form MGT-9 is annexed as Annexure III to this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed as Annexure IV to this Report.

COMMITTEES OF THE BOARD

The Company''s Board has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The details of the membership and attendance of the meetings of the above Committees of the Board are provided in the Corporate Governance section of the Annual Report.

TRANSFER TO RESERVES

Your Company has not transfer any amount under the head Reserve in the Financial Statements for the Financial Year ended March 31, 2018. Whereas, the company has incurred losses during the period and has transfer the amount under the head Retained Earnings in Other Reserves to the Financial Statements for the Financial Year ended March 31, 2018 as prepared according to Indian Accounting Standards (Ind AS).

POLICY ON APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration Committee of the Board has framed a policy for selection and appointment of Directors and senior management personnel, which inter alia includes the criteria for determining qualifications, positive attributes and independence of a Director(s)/ Key managerial personnel and their remuneration. An extract of the policy covering these requirements is provided in the Corporate Governance Report that forms part of this Annual Report. The nomination and remuneration policy is available on the website of the Company (http://www.adhbhutinfra.com/investors)

AUDIT COMMITTEE

The Audit Committee was reconstituted by Board of Directors. The Composition of Audit Committee is Mr. Sanjay Chhabra, Independent Director as Chairman and Ms. Anuradha Kapur, Non-executive and Independent Director and Mr. Saurabh Khanjo, Non-executive and Independent Director as Members. The Board of Directors has accepted all the recommendations of the Audit Committee.

VIGIL MECHANISM

The Company has in place a vigil mechanism in the form of Whistle Blower Policy. It aims at providing avenues for employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that they will be protected against victimization and for any whistle blowing conducted by them in good faith. The policy is intended to encourage and enable the employees of the Company to raise serious concerns within the organization rather than overlooking a problem or handling it externally.

The Company is committed to the highest possible standard of openness, probity and accountability. It contains safeguards to protect any person who uses the Vigil Mechanism (whistle blower) by raising any concern in good faith. The Company protects the identity of the whistle blower if the whistle blower so desires, however the whistle blower needs to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process.

If circumstances so require, the employee can make a complaint directly to the Chairman of the Audit Committee. The Company also provides a platform to its employees for having direct access to the Managing Director. The Company Secretary is the Compliance Officer. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy. The details of elements of risk are provided in the Management Discussion and Analysis section of the Annual Report.

ANTI SEXUAL HARASSMENT POLICY

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressed) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the period 2017-18, no complaints were received by the committee.

PARTICULARS OF EMPLOYEES

The details as required in terms of the provisions of Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure - V to this Report.

The details of employees as required in terms of the provisions of Section 197 read with Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is NIL.

PUBLIC DEPOSITS

During the period under review, the Company has not accepted any fixed deposits from public, shareholders or employees under the Companies Act, 2013 and as such, no amount of principal or interest on public deposits was outstanding as on the date of balance sheet.

SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

DEMATERIALISATION AND LISTING

The equity shares of the Company are admitted to the depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March, 2018, 9648098 Equity Shares representing 87.71% of the Equity Share Capital of the Company are in dematerialized form. The Equity Shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange Board of India (SEBI). The International Securities Identification Number (ISIN) allotted to the Company with respect to its Equity Shares is INE 578L01014.

The Equity shares of the Company are listed on BSE Limited.

CAPITAL STRUCTURE OF THE COMPANY

The Share Capital Structure of the Company is categorised into two classes:-

S.No	Particulars	Equity Shares (in Rs.)	1% Non Cumulative Redeemable Preference Shares (in Rs.)
1.	Authorised Share Capital	1,10,000,000	15,000,000
2.	Paid Up Share Capital	1,10,000,000	15,000,000
3.	Value per Share	10	10

During the period under review, there was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India, the Reconciliation of Share Capital Audit was carried out on quarterly basis for the quarter ended June 30, 2017, September 30, 2017, December 31st, 2017 and March 31, 2018 by M/s S. Khurana & Associates, Company Secretary in Practice. The purpose of the audit was to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with respect to admitted, issued and paid up capital of the Company.

The aforesaid Reports of Reconciliation of Share Capital were submitted to the BSE Limited, where the equity shares of the Company are listed.

CORPORATE SOCIAL RESPONSIBILITY

As on the close of financial year on 31.03.2018, the Company did not fall in the ambit of section 135 of the Companies Act, 2013 and accordingly has not constituted a Corporate Social Responsibility Committee of the Company.

INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the workmen were highly cordial. Human resources initiatives such as skill up gradation, training, appropriate reward & recognition systems and productivity improvement were the key focus areas for development of the employees of the Company.

INVESTOR RELATIONS

Your Company always endeavors to promptly respond to shareholders'' requests/grievances. Each and every issue raised by the shareholders is taken up with utmost priority and every effort is made to resolve the same at the earliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressed of investors'' grievances.

FAMILIARIZATION PROGRAMME

As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, yours Company had adopted a familiarisation programme for Independent Directors to familiarise them with the Company, their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework, functioning of various divisions, Hr Management, CSR activities etc.

Your company aims to provide its Independence Directors, insight into the Company enabling them to contribute effectively. The Company arranges site visit for the Directors, giving them insight of various projects and Directors are also informed of various developments relating to the industry on regular basis and are provided with specific regulatory updates from time to time.

Details of the familiarization programme of the Independent Directors are available on the website of the Company www.adhabhutinfra.com.

ACKNOWLEDGEMENT

Your Directors wish to place on record the sincere and dedicated efforts of all the employee of the Company. Your Directors also take this opportunity to offer their sincere thanks to the Financial Institutions, Banks and other Government Agencies, valued customers and the investors for their continued support, co-operation and assistance.

By Order of the Board

For ADHBHUT INFRASTRUCTURE LIMITED

Saurabh Khanijo

Date: 10/08/2018 DIN : 00956046

Place: New Delhi (Chairman)

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Jun 30, 2015

The Directors are pleased to present the 30th Annual Report on the business and operations of your Company along with the financial statements for the financial year ended 30th June, 2015.

FINANCIAL HIGHLIGHTS

(Rupees in Lacs)

PARTICULARS Year ended Year ended 30th June, 2015 30th June, 2014

Income from Operations 115.23 102.75

Less : Expenses 10.46 62.78

Profit/(Loss) before tax 104.77 39.97

Less : Provision for Taxation 22.04 12.40

Profit/(Loss) after Taxation 82.73 27.57

Add: Profit/(Loss) brought forward 251.00 248.42

Balance Available for appropriation 333.73 276.00

APPROPRIATION

Transferred to General Reserve 25.00 25.00

Surplus carried to Balance Sheet 308.73 251.00

PERFORMANCE

During the year under review, the Company earned revenue from operations amounting to Rs. 115.23 lacs as compared to Rs. 102.75 lacs in the previous year. Profit after Tax for the financial year 2014-15 stood at Rs. 82.73 Lacs against profit after Tax of Rs. 27.57 Lacs in the previous year.

DIVIDEND

The Board of Directors has not recommended any dividend for the Financial Year 2014-15.

CHANGES IN CAPITAL STRUCTURE

During the year under review, there has been no change in the Capital Structure of the Company.

STATE OF COMPANY'S AFFAIRS

The state of affairs of the Company is presented as part of the Management Discussion and Analysis Report forming part of the Annual Report.

CORPORATE GOVERNANCE

As stipulated under Clause 49 of the Listing Agreement executed with BSE Limited the report on Management Discussion and Analysis, the Report on Corporate Governance and the requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance are provided in a separate section and forms part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended 30th June, 2015, the applicable Accounting Standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 30th June, 2015 and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 30.06.2015 the Company did not have any Subsidiaries, Joint Ventures or Associates.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, to meet the requirement of Section 149 of the Companies Act, 2013 and the Listing Agreement, the Board of Directors co-opted Ms. Ankita Wadhawan (DIN: 06971383) on the Board as a woman Director effective from March 31, 2015. Ms. Wadhawan is proposed to be appointed as an Independent Director in the ensuing Annual General Meeting.

Pursuant to Section 203 of the Companies Act, 2013 the Board of Directors of the Company upon recommendation of Nomination and Remuneration Committee, appointed Mr. Amarjeet Singh Rawat as Chief Financial Officer of the Company effective from August 28, 2014.

Ms. Rashmi Sharma resigned from the post of Company Secretary and Mr. Ajai Kumar Gupta was inducted as Company Secretary and Compliance Officer of the Company effective from May 4, 2015. Subsequent to the year under review, Ms. Prerna Wadhwa has been appointed as a Company Secretary of the Company in place of Mr. Ajai Kumar Gupta effective from 22nd September, 2015.

Mr. Amman Kumar, (DIN: 03456445) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

A brief resume of the Directors proposed to be appointed/ re-appointed, as required under Clause 49 of the Listing Agreement and Companies Act 2013, forms part of the notice convening Annual General Meeting.

INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Director in accordance with Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

BOARD MEETINGS

The Board met 9 times during the year under review, the details of which are provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

BOARD EVALUATION

The Board evaluated the effectiveness of its functioning and that of the committees and of individual Directors by seeking their inputs on various aspects of Board/Committee governance such as the Board composition and structure, effectiveness of board processes, active participation and contribution of directors in the Board/Committee meetings and the fulfillment of Directors obligation and their fiduciary responsibilities.

Further, the Independent Directors at their meeting, reviewed the performance of the Board, chairman of the Board and of Non Executive Directors. The co-ordination between the Company management and the Board which is required for the Board to effectively and reasonably perform their duties was also reviewed during the meeting.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the internal audit function reports to the chairman of the Audit Committee and all significant audit observations and corrective actions are presented to the Committee.

STATUTORY AUDITORS AND AUDITORS REPORT

M/s B. Lugani & Associates, Chartered Accountants, Statutory Auditors of the Company (Firm Regd. No.- 002560N) who retire at the ensuing General Meeting, have confirmed their eligibility and willingness to accept office, if reappointed. The proposal for their reappointment is included in the notice for Annual General Meeting sent herewith.

The Company has received a consent letter from the statutory auditors for their appointment, and a certificate from them that their appointment, if made, shall be in accordance with the conditions as prescribed under the Companies Act, 2013 and that they are not disqualified for appointment.

The Auditor's Report does not contain any qualifications, reservations or adverse remarks. The Report is attached hereto and is self-explanatory requiring no further elucidation.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s S. Khurana & Associates, Company Secretaries, New Delhi to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR 3 for the Financial Year ended June 30, 2015 is annexed as Annexure I to the Report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in their report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Disclosure on particulars relating to loans, guarantees or investments under section 186 of the Companies Act, 2013 have been provided as part of the financial statements.

TRANSACTIONS WITH RELATED PARTIES

There were no related party transactions during the financial year, accordingly, the disclosures pursuant to section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2 is not applicable.

EXTRACT OF ANNUAL RETURN

In terms of Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of Companies (Management & Administration) Rules, 2014, the extracts of Annual Return of the Company in Form MGT-9 is annexed as Annexure II to this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed as Annexure III to this Report.

COMMITTEES OF THE BOARD

The Company's Board has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The details of the membership and attendance of the meetings of the above Committees of the Board are provided in the Corporate Governance section of the Annual Report.

POLICY ON APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration Committee of the Board has framed a policy for selection and appointment of Directors and senior management personnel, which inter alia includes the criteria for determining qualifications, positive attributes and independence of a Director(s)/ Key managerial personnel and their remuneration. An extract of the policy covering these requirements is provided in the Corporate Governance Report that forms part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Sanjay Chhabra, Independent Director as Chairman and Mr. Amman Kumar, Non-executive and Non-independent director and Mr. Saurabh Khanijo, Non-executive and independent director as Members. The Board of Directors have accepted all the recommendation of the Audit Committee.

VIGIL MECHANISM

The Company has in place a vigil mechanism in the form of Whistle Blower Policy. It aims at providing avenues for employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that they will be protected against victimization and for any whistle blowing conducted by them in good faith. The policy is intended to encourage and enable the employees of the Company to raise serious concerns within the organization rather than overlooking a problem or handling it externally.

The Company is committed to the highest possible standard of openness, probity and accountability. It contains safeguards to protect any person who uses the Vigil Mechanism (whistle blower) by raising any concern in good faith. The Company protects the identity of the whistle blower if the whistle blower so desires, however the whistle blower needs to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process.

If circumstances so require, the employee can make a complaint directly to the Chairman of the Audit Committee. The Company also provides a platform to its employees for having direct access to the Managing Director. The Company Secretary is the Compliance Officer. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy. The details of elements of risk are provided in the Management Discussion and Analysis section of the Annual Report.

ANTI SEXUAL HARASSMENT POLICY

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressed) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-15, no complaints were received by the committee.

PARTICULARS OF EMPLOYEES

The details as required in terms of the provisions of Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure – IV to this Report.

The details of employees as required in terms of the provisions of Section 197 read with Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is NIL.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any fixed deposits from public, shareholders or employees under the Companies Act, 2013 and as such, no amount of principal or interest on public deposits was outstanding as on the date of balance sheet.

-SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and Company's operations in future.

DEMATERIALISATION AND LISTING

The equity shares of the Company are admitted to the depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 30th June, 2015, 9648100 Equity Shares representing 87.71% of the Equity Share Capital of the Company are in dematerialized form. The Equity Shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange Board of India (SEBI). The International Securities Identification Number (ISIN) allotted to the Company with respect to its Equity Shares is INE 578L01014.

Effective from June 19, 2015, the equity shares of the Company have been listed under Direct Listing Route and admitted for dealings on BSE Limited. Previously, the Company was listed on Delhi Stock Exchange Limited. However, Delhi Stock Exchange Limited vide their letter no. DSE LIST/4863/1469 dated 18.05.2015 has informed that the Company is not required to comply with the Listing Agreement made with Delhi Stock Exchange Limited any further and is also not required to pay the listing fee from 1st April, 2015 onwards.

RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India, the Reconciliation of Share Capital Audit on a quarterly basis for the quarter ended September 30, 2014, December 31, 2014, March 31, 2015 and June 30, 2015 was carried out by a Company Secretary in practice. The purpose of the audit was to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with respect to admitted, issued and paid up capital of the Company.

The aforesaid Reports of Reconciliation of Share Capital were submitted to the Delhi Stock Exchange Limited till March 31, 2015 and report for the quarter ended June 30, 2015 was submitted to the BSE Limited.

CORPORATE SOCIAL RESPONSIBILITY

As on the close of financial year on 30.06.2015, the Company did not fall in the ambit of section 135 of the Companies Act, 2013 and accordingly has not constituted a Corporate Social Responsibility committee of the Company.

INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the workmen were highly cordial. Human resources initiatives such as skill up gradation, training, appropriate reward & recognition systems and productivity improvement were the key focus areas for development of the employees of the Company.

INVESTOR RELATIONS

Your Company always endeavors to promptly respond to shareholders' requests/grievances. Each and every issue raised by the shareholders is taken up with utmost priority and every effort is made to resolve the same at the earliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressal of investors' grievances.

ACKNOWLEDGEMENT

Your Directors wish to place on record the sincere and dedicated efforts of all the employee of the Company. Your Directors also take this opportunity to offer their sincere thanks to the Financial Institutions, Banks and other Government Agencies, valued customers and the investors for their continued support, co-operation and assistance.

By Order of the Board

For Adhbhut Infrastructure Limited

Sd/-

Place : New Delhi (Amman Kumar)

Date:4th December, 2015 Chairman

DIN: 03456445

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Jun 30, 2014

Dear MEMBERS,

The Directors take pleasure in presenting the Twenty Ninth Annual Report and the Audited Annual Accounts of the Company for the financial year ended 30th June, 2014.

FINANCIAL RESULTS (Amount in Rs.)

PARTICULARS Year ended Year ended 30th June, 2014 30th June, 2013

Income from Operation 1,02,75,495 1,45,03,279

Expenses 62,77,903 77,47,651

Profit before Taxation 39,97,592 67,55,628

Provision for Taxation 12,40,254 14,77,137

Profit after Tax 27,57,339 52,78,491

Add: Profit / (Loss) 2,48,42,902 2,22,39,904 brought forward

Balance Available for 2,76,00,241 2,75,18,395 appropriation

APPROPRIATIONS

Proposed Dividend on Preference - 1,50,000 Shares

Tax on Dividend of Preference - 25,493 Shares

Transferred to General Reserve 25,00,000 25,00,000

Surplus carried to Balance Sheet 2,51,00,241 2,48,42,902

PPERFORMANCE

During the period under review, the Company has generated an income of Rs. 1,02,75,495/- as against Rs. 1,45,03,279/- in the previous year ended 30th June, 2013 and profit after tax is Rs. 27,57,339/- in current Year as against Rs. 52,78,491/- in the previous year.

DIVIDEND

During the year under review, the Board of Directors have not recommended any dividend on its shares. CHANGES IN CAPITAL STRUCTURE

During the year under review, there is no change in the Capital Structure of The Company.

CASH FLOW STATEMENT

As required by Clause-32 of the Listing Agreement a Cash Flow Statement is annexed and forms part of this Annual Report.

PUBLIC DEPOSITS

Since, the Company has not accepted any public deposit. Hence, No information is required to be furnished in this regard.

AUDITORS

M/s B. Lugani & Associates, Chartered Accountants, , Statutory Auditors of the Company, retires at the ensuing Annual General Meeting of the Company and have expressed their willingness for appointment as Statutory Auditors in accordance with the Companies Act, 2013 and confirmed that their appointment, if made, will be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and they are not disqualified for appointment within the meaning of Section 141 of the said Act.

AUDITOR''S REPORT

The Auditor''s Report is attached hereto and is self-explanatory requiring no elucidation.

CHANGES IN MANAGEMENT

During the year under review, Mr. Arvind Dham, Mr. Anubhav Dham and Ms. Anita Dham acquired 58.51% shares from the outgoing promoter of the Company and further acquired 16.31% shares from the general public through open offer pursuant to SEBI (SAST) Regulations, 2011 which resulted in acquisition of 74.82% Equity Stake in the Company.

Consequent to the above acquisition, Mr. Arvind Dham, Mr. Anubhav Dham and Ms. Anita Dham became the new promoters of the Company. Subsequently, the management of the company was also changed. Mr. K.T. James, Mr. Deshpal Singh Malik and Mr. Sanjiv Bhasin ceased to be Directors of the Company and Mr. Anubhav Dham, Mr. Sanjay Chabbra, Mr. Saurabh Khanijo and Mr. Amman Kumar were appointed as Directors of the Company.

CHANGE IN DIRECTORS

Pursuant to the provisions of section 260 of the Companies Act, 1956 and Section 161(1) of the Companies Act, 2013, Mr. Anubhav Dham, Mr. Sanjay Chabbra, Mr. Saurabh Khanijo, Mr. Amman Kumar and Mr. Vinod Kumar Uppal, Additional Directors shall hold office up to the date of the ensuing Annual General Meeting of the Company. Notices signifying the intention to appoint them as directors have been received from members of the Company and accordingly respective resolutions to that effect have been provided.

Further Pursuant to the Companies Act, 2013 Mr. Saurabh Khanijo and Mr. Sanjay Chhabra are proposed to be appointed as independent directors of the Company. The Company has received declarations from all the Independent directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the stock Exchange.

During the year under review, Ms. Bindiya Jassal resigned from the post of Company Secretary and in her place Ms. Rashmi Sharma was designated as Company Secretary & Compliance Officer of the Company w.e.f. 29th March, 2014

Further the approval of shareholders pursuant to Section 203 of the Companies Act, 2013 read with Schedule V thereof, is sought for the re-appointment of Mr. Anubhav Dham (02656812) as Wholetime Director of the Company on remuneration for a period of 5 years w.e.f. 24.04.2014

Brief resume of the Directors proposed to be appointed as stipulated under Clause 49 of the Listing Agreement is provided in the notice forming part of the Annual Report. Further, the companies in which they hold memberships/ chairmanships of Board Committees, is provided in the Corporate Governance Section of this Annual Report.

DEMATERIALISATION OF SHARES

As on 30th June, 2014, 96,48,100 Equity Shares representing 87.71% of your Company''s Equity Share Capital are in dematerialized form.

LISTING AT STOCK EXCHANGE

The Shares of Company are listed on Delhi Stock Exchange Association Limited. The Company has paid the annual listing fee to the Stock exchange for the year 2014-2015. During the Year under review, the company has applied for direct listing of its equity shares at Bombay Stock Exchange Limited, which is still in process.

RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India ("SEBI"), M/s Iqneet Kaur & Company, Company Secretaries, New Delhi, undertakes the Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with the admitted, issued and paid up capital of the Company.

The Share Capital Audit Reports as submitted by M/s Iqneet Kaur & Company, Company Secretaries, New Delhi, on quarterly basis were forwarded to the Delhi Stock Exchange Limited Limited where the Equity Shares of the Company are listed

STATUTORY INFORMATION

* Particulars of Employees under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975- NIL

* R & D activities and Foreign Exchange Earning and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 (corresponding Section 217(1)(e) of the Companies Act, 1956) - NIL

* Statutory details of Energy Conservation as required under Section 134(3)(m) of the Companies Act, 2013 (corresponding Section 217(1)(e) of the Companies Act, 1956) and rules prescribed thereunder are not applicable to the Company.

CORPORATE GOVERNANCE

A separate Section on Corporate Governance, Management Discussion and Analysis and the certificate from the CEO, CFO and Company''s Statutory Auditors as required under Clause 49 of the Listing Agreement with stock exchange, is forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the year ended 30th June, 2014, the applicable Accounting Standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 or loss of the Company for that period;

(iii) 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 for preventing and detecting fraud and other irregularities; and

(iv) that the Directors have prepared the Annual Accounts on Going Concern Basis.

INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the workmen were highly cordial. HRD INITIATIVE

In the field of Human Resource Development, your Company stresses on the need to continuously upgrade the competencies of its employees. The participation of the employees and their constructive suggestions are encouraged in all major activities pertaining to the overall improvement in the functioning of the Company.

INVESTOR RELATIONS

Your Company always endeavors to promptly address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholder Relationship Committee of the Board meets periodically and reviews the status of the redressal of investors'' grievances.

ACKNOWLEDGEMENT

The Directors place on record their appreciation for the continued co-operation extended by all stakeholders including various departments of the Central and State Government, Shareholders, Investors, Bankers, Financial Institutions, Customers, Dealers and Suppliers. The Board also place on record its gratitude and appreciation for the committed services of the executives and employees of the Company.

By Order of the Board For Adhbhut Infrastructure Limited

Sd/- Place : New Delhi (Amman Kumar) Date : 04.12.2014 Chairman

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Jun 30, 2013

Dear MEMBERS,

The Directors take pleasure in presenting the Twenty Eighth Annual Report and the Audited Annual Accounts of the Company for the financial year ended 30th June, 2013.

FINANCIAL RESULTS (Amount in Rs.)

PARTICULARS Year ended 30th Period ended 30th June, 2013 June, 2012 (15 months)

Income from Operation 1,45,03,279 2,34,73,988

Expenses 77,47,651 99,51,445

Profit before Taxation 67,55,628 1,35,22,543

Provision for Taxation 14,77,137 49,94,512

Profit after Tax 52,78,491 85,28,031

Add: Profit / (Loss) brought forward 2,22,39,904 1,62,11,873

Balance Available for appropriation 2,75,18,395 2,47,39,904

APPROPRIATIONS Dividend on Preference Shares 1,50,000

Tax on Dividend of Preference Shares 25,493

Transferred to General Reserve 25,00,000 25,00,000

Surplus carried to Balance Sheet 7,40,42,902 16,89,39,904

PERFORMANCE

During the period under review, the Company has generated an income of Rs. 1,45,03,279/- as against Rs. 2,34,73,988/- in the previous period along with profit after tax of Rs. 52,78,491/- as against Rs. 85,28,031/- in the previous period.

DIVIDEND

During the period under review, the Board of Directors recommends dividend @ 1% on Fully Paid- up Redeemable Non Cumulative Preference Shares. However, in view of the ongoing expansion projects of the Company, no dividend is recommended on Equity Shares of the Company. The total outgo on account of dividend on Preference Shares will be Rs. 1,75,493/- (including dividend tax of Rs. 25,493/-).

DIRECTORS

During the period under review, Mr. Deshpal Singh Malik retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

AUDITORS

M/s B. Lugani & Associates, Chartered Accountants, vacate their office at the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept their appointment as Statutory Auditors of the Company, if appointed.

AUDITOR''S REPORT

The Auditor''s Report attached hereto is self explanatory and therefore, does not call for any further comments.

DEPOSITS

During the period under review, the Company has not accepted any deposits under Section 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Therefore, no information is required to be furnished in this respect.

LISTING AT STOCK EXCHANGE

The Shares of Company are listed on Delhi Stock Exchange Limited. The Company has paid the annual listing fee to the Stock exchange for the year 2013-2014.

STATUTORY INFORMATION

* Particulars of Employees under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are Nil.

* Statutory details of Energy Conservation and Technology Absorption, R & D activities and Foreign Exchange Earnings and Outgo, as required under Section 217(l)(e) of the Companies Act, 1956 and rules prescribed thereunder i.e. the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are Nil.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forms part of Directors'' Report and the certificate from the Director and Auditors confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange is included in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report, as required under Clause 49 of the Listing Agreement with Stock Exchange is presented in a separate section and forms part of this Annual Report.

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 with respect to Directors'' Responsibility Statement, it is hereby confirmed

* that in the preparation of the annual accounts, the applicable accounting standards had been followed;

* that 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 or loss of the Company for the period under review;

* that 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; and

* that the Directors had prepared the annual accounts on a going concern basis.

INVESTOR RELATIONS

Your Company always endeavors to promptly address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders''/Investors'' Grievance Committee of the Board meets periodically and reviews the status of the redressal of investors'' grievances.

EMPLOYEE WELFARE

Your Company continued to implement several welfare measures for the employees and their families. Employee welfare programmes and schemes were implemented with utmost zeal and they were constantly reviewed and improvements were made wherever necessary.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere thanks to the shareholders, banks and other Government Agencies. Your Directors also wish to acknowledge the contribution made by the employees at all levels.

By Order of the Board For Adhbhut Infrastructure Limited

Place: New Delhi Sd/- Dated : 05.12.2013 (K. T. James) Chairman

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Mar 31, 2011

DEAR MEMBERS,

The Directors have pleasure in presenting the Twenty Sixth Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS (Amount in Rs) PARTICULARS Year ended Year ended 31st 31st March, 2011 March, 2010

Sales / Income from Operations 19,928,207 3,918,375

Expenditures 1,467,246 408,767

Profit before Taxation 18,460,961 3,509,608

Provision for Taxation 2,200,000 810,000

Profit after Tax 16,260,961 2,699,608

Add: Profit / (Loss) brought 2,450,912 2,251,304 forward

Surplus carried to Balance 18,711,873 4,950,912 Sheet

PERFORMANCE

During the year under review, the company generated an income of Rs. 19,928,207/- as against Rs. 3,918,375/- in the previous year along with profit after tax of Rs. 16,260,961/- as against Rs. 2,699,608/- in the previous year.

DIVIDEND

The Directors do not recommend any dividend for the year ended 31st March, 2011. DIRECTORS

Mr. Deshpal Singh Malik retires at the ensuing Annual General meeting and being eligible offers himself for re-appointment.

AUDITORS

M/s B. Lugani & Associates, Chartered Accountants, vacate their office at the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept their appointment as statutory auditors of the Company, if appointed.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits under section 58 - A of the Companies Act, 1956.

LISTING AT STOCK EXCHANGE

The shares of company are listed on The Delhi Stock Exchange Association Limited. The company has paid the annual listing fee to the Stock exchange for the year 2011 - 2012.

STATUTORY INFORMATION

* Particular of Employees under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are Nil.

* Statutory details of Energy Conservation and Technology Absorption, R & D activities and Foreign Exchange Earning and Outgo, as required under Section 217(1) (e) of the Companies Act, 1956 and rules prescribed there under i.e. the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given in the Annexure and form part of this Report (Please refer Annexure-1)

* Certificate received from the Managing Director & the Auditors of the Company regarding Compliance of conditions of Corporate Governance, as required under clause 49 of the Listing Agreement, is Annexed and forms part of this report. (Please refer Annexure - II).

* As required under clause 49 of the listing Agreement, Management Discussion and Analysis Report is Annexed and forms part of this report (Please refer Annexure - III).

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 with respect to Directors'' Responsibility Statement, it is hereby confirmed

* That in the preparation of the annual accounts, the applicable accounting standards had been followed;

* That 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 or loss of the Company for the period under review;

* That 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; and

* That the Directors had prepared the annual accounts on a going concern basis.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders'' requests / grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The shareholders'' and investors'' Grievances Committee of the Board meets periodically and reviews the status of the redressal of investors'' grievances.

EMPLOYEE WELFARE

Your Company demonstrated that it is a caring organization by constantly devising and implementing several welfare measures for the employees and their families. Employee welfare programmes and schemes were implemented with utmost zeal and they were constantly reviewed and improvements were made wherever necessary at the earliest.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere thanks to the banks and other Government Agencies.

Your Directors also wish to acknowledge the contribution made by the employees at all levels and above all the trust and confidence reposed by the shareholders.

By Order of the Board for Adhbhut Infrastructure Limited

Place : New Delhi Sd/- (K. T. James) Date: 25-08-2011 Chairman