Directors Report of Dhenu Buildcon Infra Ltd.

Mar 31, 2025

Your Directors hereby present the 117^th Annual Report of the Company together
with the Audited Statement of Accounts for the year ended 31^st March, 2025.

FINANCIAL STATEMENTS & RESULTS:

a. Financial Results

The Company''s performance during the year ended 31^st March, 2025 as compared to the
previous financial year is summarized below:

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from operation	0	0
Profit/Loss before interest, depreciation, tax and Extra Ordinary Items	(37.10)	(12.85)
Less: Depreciation/amortization	0	0
Profit/Loss before interest, tax and Extra Ordinary Items	(37.10)	(12.85)
Less: Finance Costs	(2.45)	(0.01)
Profit/Loss before tax and Extra Ordinary Items	(39.55)	(12.84)
Less: Provision for taxes on income	0	0
--Current tax	0	0
--Earlier Year Tax Adjustments	0	0
--Deferred tax liability / (asset)	0	(3.34)
Profit/Loss before Extra-Ordinary Items	(39.55)	(9.50)
Extra Ordinary Items (Net of Tax)
Profit/Loss for the year	(39.55)	(9.50)

Add/(Less): Other Comprehensive Income		5.08
Total Comprehensive Income / (Expenses) for the year	(39.55)	(4.42)

b. Operations:

Your Directors regret to report that the company has continued to incure losses amounting to Rs. (39,54,934)/- in the
Current financial year under review as compared to losses of Rs. (4,42,400.16)/- incurred during the previous
financial year.

Due to losses in the previous years, your directors are striving to recover from the financial crisis and are
exploring the other prospective growth avenues so as to restore the Company''s financial position and the
Company is in course to manage and control its cost overruns and to review new emerging opportunities for
advancement of the Company.

2. DIVIDEND:

Yours Directors do not recommend any dividend for the year ended 31^st March, 2 02 5 in view of loss
incurred during the year.

3. TRANSFER TO RESERVES:

Since the Company has incurred loss during the period under review, thus no amount was available to be
transferred to the reserves.

4. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital, as on 31^st March, 2025 was Rs. 1,83,00,000/- divided into 1,83,00,000
Equity shares, having face value of Re. 1/- each fully paid up. During the year under review, the Company
has not issued any shares with or without differential voting rights. It has neither issued employee stock
options nor Sweat equity shares and does not have any scheme to fund its employees to purchase the
shares of the Company.

5. BOARD OF DIRECTORS AND KMP:

Director retire by rotation:

In terms with the provisions of Companies Act, 2013 and in terms of articles of Association of the Company,
Mr. Bhavesh Chandrakant Mehta retires by rotation at the forthcoming Annual General Meeting and being
eligible, offer himself for re-appointment.

The Profile and other information as required by the Regulation 36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 & SS-2 of ICSI have been given in the Notice convening the 117^th AGM of the
Company.

Appointment & cessation of Director:

During the year under review, the board recorded following appointment and cessation:-

• Mr. Bhavesh Chandrakant Mehta has been appointed for the position of CFO and Independent Director of
the Company w.e.f. 14/08/2024

• Mr. Nitesh singh has been appointed for the post of Independent Director of the Company w.e.f.
09/10/2024

• Mr. Amit Bajaj has been appointed for the post of Independent Director of the Company w.e.f.
20/05/2025.

• Mrs. Priyanka singh has been appointed for the post of Independent Director of the Company w.e.f.
09/10/2024.

• Mr. Himanshu Agarwal (DIN: 09569882), tendered his resignation from the position of Director of
the Company w.e.f. close of business hours on 21^st August, 2024.

• Ms. Poonam Gehlot (DIN: 09726324) , tendered her resignation from the position of Non-Executive
Independent Director of the Company w.e.f. close of business hours on 01^st October 2024.

35

• Ms. Jennifer Machado (DIN:07916179), Chief Executive

Officer(CEO) & Director of the Company w.e.f. close of business hours on 09^th October, 2024.

• Mrs. Samira Vikash Maharishi (DIN: 07089229) tendered her resignation from the position of Chief
Financial Officer(CFO) & Director of the Company w.e.f. close of business hours on 17^th August,
2024.

• Mr. Bhavesh Chandrakant Mehta (DIN: 10617857) appointed as Additional Director in the
category of CFO and Executive Director w.e.f. 14^th August, 2024.

Except for the above changes, there were no appointments and cessations of Directors/KMP on Board of the
Company.

Key Managerial Personnel:

Key Managerial Personnel''s (KMP''s) of the Company under Section 203 of the Companies Act, 2013 as on
31^st March, 2025, are as follows:

Sr. No.	Name	Designation
1	BHAVESH CHANDRAKANT MEHTA	Chief financial officer (CFO)
2	Ms, Drishti Dishwa	Company Secretary

None of the Directors are disqualified from being appointed as Directors as specified in section 164 of
Companies Act, 2013.

Familiarization Program:

In terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015,
the Company periodically organizes a program in order to familiarize Independent Directors with the
Company''s operations. The details of familiarization programme are available on the website of the
Company www.dhenubuildconinfra.com.

. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company, confirming that they
meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies
Act, 2013 read with schedules & rules issued thereunder as well as SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time
being in force) in respect of the financial year ended 31^st March, 2025. Separate Meeting of Independent Director
was held on 31^st March, 2025 with full attendance of Independent Directors.

The Independent Directors have confirmed that they have registered their names in the data bank maintained with
the Indian Institute of Corporate Affairs (''IICA''). In terms of Section 150 of the Act read with Rule 6(4) of the
Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to
undertake online proficiency self-assessment test conducted by the IICA within a period of two year from the date
of inclusion of their names in the data bank. The Independent Directors to whom the provisions of proficiency test
are applicable, will take the said online proficiency self-assessment test in due course.

The Company have also received a declaration from all the Independent Directors under Rule 6 sub-rule (3) of The
Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding inclusion of their name in Data
Bank of Independent Director maintained by the Indian Institute of Corporate Affairs at Manesar.

The matrix of core skills/expertise/competencies identified by the Board of directors as required in the context of
its business and sector for it to function effectively and those actually available with the Board are:

Skills	Himanshu Agarwal	Poonam Somaram Gehlot
Industry Knowledge	ffl	ffl
Finance & Accounts	ffl	ffl
Risk Management	ffl	ffl
Marketing/Sales/Media/ Administartion	ffl	ffl
Legal / Regulatory	ffl	ffl
Business Operations	ffl	ffl
Corporate Leadership	ffl	ffl

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications,
experience and expertise and they hold highest standards of integrity and skills as stated above.

7. DEPOSITS:

Your Company is a non-deposit taking Company (NBFC-ND).During the year under review company has neither
accepted nor renewed any fixed deposits from public within the meaning of section 73 of the Companies Act, 2 013
and Companies (Acceptance of Deposits) Rules, 2014.

8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the
Company are adequate. During the year under review, the Internal Auditors had not reported any matter
under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of
the Act.

9. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014, an Annual Return in Form MGT-7 as on 31^st March, 2025 has been placed on
the website of the Company at http://www.dhenubuildconinfra.com/investors.html

10. PARTICULARS OF THE MEETINGS OF THE BOARD

The meetings of the Board of Directors are normally held at its Registered Office in Mumbai. Meetings are
generally schedule well in advance and the notice of each Board Meeting was given in writing to each
Director. The Board meets at least once in every quarter to review the quarterly performance and the
financial results of the Company.

During the financial year under review, 7 (Seven) Board meetings were held on 27.05.2024, 14.05.2024,
09.10.2024, 2 4 .10.2024, 21.12.2024, 07.01.2025, and 14.02.2025. The necessary quorum was
present for all the meetings. The interval between two Board meetings was well within the maximum period
mentioned under Section 173 of the Act.

Details of Directors as on sand their attendance at the Board meetings and Annual General Meeting ("AGM”)
during the financial year ended 31^st March, 2025 are given below:

Name of the Director	Particulars of Attendance
	Board Meeting		Last AGM (30.09.2024)	Directorship in Companies including this company
	Held during the year	Atten ded
*Mr.Himanshu Agarwal	7	2	NO	1
Mr. Bhavesh Mehta	7	6	Yes	6
Ms. Jenifer Machado	7	3	Yes	1
Mrs. Samira Maharishi	7	1	NO	4
##Ms.Poonam Gehlot	7	2	Yes	1

11. DISCLOSURES RELATED TO COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the
delegated authority. The following substantive Committees constituted by the Board function according to
their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

AUDIT COMMITTEE:

Composition:

The Audit Committee is comprised of 3 (three) members, out of whom two is Non Executive Independent
Director and one is Executive Director However during the year under review,

Therefore, as on 31^st, March, 2025, Mr. Nitesh Singh is Chairman and Ms. Priyanka Singh and Mr. Bhavesh
Mehta are committee members of the Audit Committee.

Meetings & Attendance:

During the year 4 (Four) Audit Committee meetings were held on 27/05/2024, 14/08/2024, 24/10/2024
and 14/02/2025.

The gap between all the Audit Committee Meetings held during the year was less than one hundred and
twenty days. The meetings were scheduled well in advance and the time gap between any two meetings did
not exceed more than one hundred twenty days.

The following table showing attendance of members is as per the details mentioned above:

NAME	CATEGORY	DESIGNATION	NO. OF MEETINGS
			HELD DURING THE YEAR/TENURE	ATTENDED
*Mr. Himanshu Agarwal	Non-Executive Independent Director	Chairman	4	2
Mr. Nitesh Singh	Non-Executive Independent Director	Chairman	4	2
Ms. Priyanka Singh	Non-Executive Independent Director	Member	4
*Ms. Samira Maharishi	Non-Executive Director	Member	4	1
*Ms Poonam Gehlot	Non-Executive Independent Director	Member	4	2
Mr. Bhavesh Mehta	Executive Director	Member	4	2

• *Mr. Himanshu Agarwal has ceased to be member and chairman of committee W.E.F. Closure of business hours of 21.08.20

• *Ms. Samira Maharishi has ceased to be member of the committee W.E.F Closure of Business Hours of 14.08.2024

• *Ms. Poonam Gehlot had Ceased to be member of the committee W.E.F Closure of Business Hours of 01.10.2024.

The Audit Committee assists the Board in its responsibility of overseeing the quality and integrity of the
accounting, auditing and reporting practices of the Company and its compliance with the legal and
regulatory requirements. The terms of reference of Audit Committee cover the areas mentioned under
Section 177 of the Companies Act, 2013.

NOMINATION & REMUNERATION COMMITTEE:

Composition :

As on 31^st March, 202 5, the Nomination & Remuneration Committee comprised of 3 (Three) members, out of
whom One is Non-Executive Director and Two is Non-Executive Independent Directors.

Meetings and Attendance:

During the year under review, the Committee met twice during the year on 14/08/2024, 09/10/2024. The
meeting was scheduled well in advance and the notice of this Meeting was given in writing to each Director.

The composition of the Nomination & Remuneration Committee and the attendance record of members for
the financial year 2024-25 are as follows:

			NO. OF MEETINGS
NAME	CATEGORY	DESIGNATION	HELD DURING THE YEAR	ATTENDED
Mr.Nitesh Singh	Non-Executive Independent Director	Chairman	2	0
*Ms. Jenifer Machado	Non-Executive Director	Committee Member	2	2
*Mrs. Samira Maharishi	Non-Executive Director	Committee Member	2	1
Ms. Priyanka Singh	Non-Executive Independent Director	Committee Member	2	0
*Mr. Himanshu Agarwal	Non-Executive Independent Director	Committee Mmeber	2	1
Mr. Bhavesh Mehta	Non -Executive Independent Director	Committee Member	2	1

• *Mr. Jennifer Machado has Ceased to be member of Committee W.E.F Closure of Business Hours of 09.10.2024

• *Mrs Samira Maharishi has ceased to be member of the Committee W.E.F Closure of Business Hours of 14.08.2024

• *Mr. Himanshu Agarwal has Ceased to be member of the Committee W.E.F Closure of Business Hours of 21.08.2024

The Nomination and Remuneration Committee assist the Board in overseeing the method, criteria and
quantum of compensation for directors and senior management based on their performance and defined
assessment criteria. The Committee formulates the criteria for evaluation of the performance of Independent
Directors & the Board of Directors; identifying the persons who are qualified to become directors, and who
may be appointed in senior management and recommend to the Board their appointment and removal. The
terms of the reference of Nomination and Remuneration Committee covers the areas mentioned under
section 178 of the Companies Act, 2013.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Composition :

As on 31^st March, 2025, the Stakeholders Relationship Committee comprised of 3 (Three) members, out of
whom Two is Non-Executive Director and two Non-Executive Independent Directors.

Meetings and Attendance:

During the year under review, the Committee met once a year on 14/08/2024. The meeting was scheduled
well in advance and and the notice of Meeting was given in writing to each Director.

The composition of the Stakeholders Relationship Committee and the attendance record of members for the
financial year 2024-25 are as follows:

			NO. OF MEETINGS
NAME	CATEGORY	DESIGNATION	HELD DURING THE YEAR	ATTENDED
*Mr. Himanshu Agarwal	Non-Executive Independent Director	Chairman	1	1
*Ms. Jenifer John Machado	Non-Executive Director	Committee Member	1	1
*Ms. Poonam Gehlot	Non- Executive Independent Director	Committee Member	1	1
Mr.Nitesh Singh	Non-Executive Independent Director	Chairman	1	0
Ms. Priyanka Singh	Non-Executive Independent Director	Committee Member	1	0
Mr. Bhavesh Mehta	Non -Executive Independent Director	Committee Member	1	1

• *Mr. Himanshu Agarwal has ceased to be chairman of committee W.E.F. Closure of Business Hours 0f 21.08.2025

• *Ms. Jenifer Machado has ceased to be a member of the committee W.E.F. Closure of Business Hours of 09.10.2024

• Ms. Poonam Gehlot has ceased to be a member of the committee W.E.F. Closure of Business Hours of 01.10.2024

The Stakeholders'' Relationship Committee consider and resolve the grievances of security holders of the
Company including redressal of investor complaints such as transfer or credit of securities, non-receipt of
dividend / notice / annual reports, etc. and all other securities-holders related matters and also consider
and approve issue of share certificates (including issue of renewed or duplicate share certificates), transfer
and transmission of securities, etc.

12. EMPLOYEE STOCK OPTION SCHEME

Presently, the Company does not have a scheme for grant of stock options to its employees.

13. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2 014, the Company has appointed M/s. Ritika Agrawal &
Associates, Company Secretaries to conduct the Secretarial Audit of the Company for the financial year
2024-25.

The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith as
ANNEXURE A to the Board''s Report.

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

During the year under review, other than one observation listed below, no other observation was made by
the Secretarial Auditor of the Company in their Secretarial Audit Report for the year ended 31^st March,
2025.

Board Comment:

The financial capacity of the Company was struggling since financial year 2020-21 and still continuing till
date. Therefore, the Company was unable to pay Annual Listing fees to the BSE. In this matter, the
Company has made representation to BSE Limited, and the management of the Company is in the process
of paying the same at the earliest for the F.Y. 2022-23, 2023-24 and 2024-25.

14. STATUTORY AUDITORS & AUDITORS REPORTS:

M/s. Subramaniam Bengali & Associates, Chartered Accountants (Firm Registration No. 127499W),
Mumbai, are re-appointed as Statutory Auditors of the Company for a second term of 5 (Five) consecutive
financial years commencing from the financial year 2024-25 till the conclusion of Financial year 2027-28, at
a remuneration as may be agreed upon by the Board of Directors and Auditors.

During the year, the statutory auditors have confirmed that they satisfy the independence criteria required
under Companies Act, 2013, Code of ethics issued by Institute of Chartered Accountants of India. The
Auditors have also confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for
any further comments. There are no observations/qualifications contained in the Auditors'' Report and
therefore there are no explanations to be provided for in this report.

15. MANAGEMENT DISCUSSION AND ANALYSIS

Dhenu Buildcon Infra Limited is Non-Banking Financial Company (NBFC), primarily engaged in the
business of Investment in securities. The Management discussions and analysis is given hereunder:-

INDUSTRY STRUCTURE AND DEVELOPMENTS

GLOBAL ECONOMY:

As the global economy navigates through various economic challenges, a prevailing sense of optimism continued to
drive progress forward. As per the World Economic Outlook released by International Monetary Fund (IMF) in April
2024, baseline forecasts predict a decline in growth from 3.4% in 2023 to 2.8% in 2024, followed by a recovery to
3.0% in 202 5.

Financial year 2024 began on a mixed note. On the positive side, after wreaking havoc for almost two years, the impact
of the COVID-19 pandemic on lives and livelihoods started receding. This was aided by a mass immunisation
programme and the advent of a less virulent variant called omicron. However, the flip side was the impact of
inflationary trends, supply chain disruptions emanating from China, and the start of the Russia-Ukraine conflict
impacting commodity prices.

The RBI, like other central banks, raised the monetary policy rates and reduced excess systemic liquidity.
Major areas of concern for the economy were elevated commodity prices leading to a depreciation of the
Indian rupee, higher retail inflation (both core and food inflation) leading to the RBI raising interest rates
and rationalising systemic liquidity, and a rising current account deficit (CAD). However, despite these
critical challenges, India emerged as the fastest growing major economy in the world. The second advance
estimate of national income released by the central statistics office (CSO) on 28 February 2 024 expects real
GDP growth in Financial year 2024 to be 7.0%.

INDIAN ECONOMY:

In Financial Year 2 024, the Indian economy faced multiple challenges. The country''s retail inflation indicator,
consumer price inflation inched above the RBI''s tolerance range in January 2023.

In the recent past, the NBFC sector has seen remarkable growth and is beating its traditional opponents quite
convincingly. According to a report, the year-on-year growth in NBFC assets under management in India from 2009 to
2024 has been 22%. Even when the GDP growth rate is slow, such institutions have been pivotal in driving the Indian
economy. As NBFCs have low operating expenses, they can offer competitive interest rates, making them attractive to
borrowers. As per statistics, customers are now choosing NBFCs over banks as the credit for the former grew by
24.3% per year against 21.4% for the latter.

The Government of India announced a growth oriented and expansionary budget for the Financial year 2025. It has
tried to strike balance between fiscal consolidation and growth by continuing its focus on capital expenditure and
creating fiscal space for that by curtailing revenue expenditure. The calendar year 2024 began on a promising note
with improved supply conditions, resilient economic activity, and some degree of stability in financial markets.
However, the banking and non-banking financial services sector in India remained healthy and evolved in an orderly
manner. The general expectation is that India''s GDP for Financial Year 2 02 5 would record a growth in excess of 6%.

NBFC''s PERFORMANCE:

The year 2024 has been green for the NBFC sector as mostly positive developments including that of
Mergers and acquisitions came with a few of controversial ones. NBFCs have become important constituents
of India''s financial sector and have been recording higher credit growth than scheduled commercial banks
(SCBs) over the past few years. NBFCs continue to leverage their superior understanding of regional
dynamics and customised products and services to expedite financial inclusion in India. Lower transaction
costs, innovative products, quick decision making, customer orientation and prompt service standards have
typically differentiated NBFCs from banks. Considering the reach and expanse of NBFCs, these are well-
suited to bridge the financing gap in a large country like India. Systemically important NBFCs have
demonstrated agility, innovation and frugality to provide formal financial services to millions of Indians. The
growing importance of NBFCs is reflected in the consistent rise of their credit as a proportion to GDP as well
as in relation to credit extended by SCBs to the NBFC sector.

Given the increasing importance of NBFCs, the RBI, in the last few years, has increased its regulatory
oversight over the sector. Multiple guidelines such as (i) vigil over asset-liability management practices, (ii)
maintaining liquidity ratios, (iii) increased reporting requirements, and (iv) scale-based regulation, have led
to NBFCs adopting practices in line with banks. The regulatory vigil is based on four key cornerstones of: (i)
responsible financial innovation, (ii) accountable conduct, (iii) responsible governance, and (iv) centrality of
the customer.

NBFCs with superior capital adequacy, better margins, frugal cost management, prudent risk management
and those incorporating above four key cornerstones in their business models will continue to deliver
sustainable growth in the foreseeable future.

To strengthen supervision over NBFCs, the Reserve Bank of India (RBI) introduced scale-based regulation
and revised NPA recognition and upgradation norms. The revised norms included the classification of
special mention account (SMA) and NPA on a day-end position basis and upgrade from an NPA to standard
category only after clearance of all outstanding overdues.

In terms of funding, NBFCs are seeing improvement in their access to capital. The funding condition of
NBFCs is stabilising because banks are lending to them. Mutual funds, that had become very cautious to
lend to NBFC''s, have now also started lending. NBFCs are also diversifying their funding base by looking at
retail borrowing.

The financial system is maturing from a bank-dominated space to a hybrid system wherein non-bank
intermediaries are gaining prominence.

OUR BUSINESS OPERATIONS:

Dhenu Buildconis a small size NBFC engaged in the sole business segment of investment services. Due to
losses in the previous years pursuant to massive pressure of COVID-19 pandemic, the Company is still
striving to recover the losses and is exploring the other prospective growth avenues so as to restore the
Company''s financial position.

During the year, the Company recorded a loss of Rs. (39,54,934)/- which has increased as compare to the
previous year loss of Rs. (4,42,400.16)/-. The Assets base has improved with nominal growth as
compared to the last year. On the other hand, the liabilities base is reduced as compare to last year which
gives the prospects of revival of Company''s business in the years to come.

A rapid fluctuation in market activities due to ongoing amendments and norms made by RBI in NBFC
sector are the challenges which Company is facing and striving to find news ways to come back on the
profit track.

OPPORTUNITIES:

One of the biggest opportunities for NBFCs are the new to credit customers. These are the people who
belong to the rural sector and have never borrowed from any financial institution in the past. Rural
sector have limited ground presence of banks and other credit financial services and whatever banks are
present in these sector as regulated by legislation, have to rely on banking and credit history while
assessing the loan and cannot provide loans or financial services to the people who do not qualify for the
bank loan. For such people, NBFCs are a boon. They have emerged as a lucrative segment as far as
NBFC is concerned. NBFC have implemented their machinery in a unique way which assess the

creditworthiness of these people and grant them loans with less paperwork.

Keeping in regard the financial needs of people and structure of banks, government has exempted NBFC
from the hard rules and regulations levied on bank. NBFC enjoys the flexibility in rules regarding
paperwork and other restrictions making it suitable for entrepreneurs to put their interest in NBFC.

Government itself have provided with the opportunities to the NBFC to establish their place in the Indian market.
There are continuing benefits for the NBFC as the government is implementing rules to help in growth
of NBFC.

NBFCs are in the business of profit and their contribution in the growth of Indian GDP displays the

perfect picture of how well NBFCs have been working these past years.

THREATS:

Refinancing / NBFC Funding:

Refinancing is a challenge NBFCs face in its smooth working. A major sources of refinancing for NBFC
are the banks, capital markets or maybe its competitors. There is no other option for NBFC for the
purpose of refinancing and in the course of business, refinancing is an important element for the efficient
working as well as the sustainability of the growth. The present situation considering the refinancing
options is not favorable to the sustainability of growth. Banks and housing financing companies have
many options for the purpose of refinancing such as RBI, NABARD, EXIM bank and SIDBI for banks and
National Housing Bank as the regulator of housing financing companies.

NBFC License:

Another challenge posed to the NBFC is procuring a license for NBFC. This process for procuring a
license is not easy and requires approval and complicated requisite documents. The process for obtaining
a license requires a lot of compliance. Moreover RBI has put various restrictions before obtaining a
license. Apart from proper documentation, experienced Board of directors, it is also requires details
related to the quality and quantity of capital.

Non-flexibility in the classification of loans NPA:

Considering the large corporate, flexibility and classification under NPA is an essential element and shall be
scheduled for efficient performance. Non-performing assets norms are relevant considering the efficient working

43

of a larger corporate as irregular cash flow poses a threat in regards of delay in payments. NPA shall be
classified on the basis of assets financed and a uniform system of classification of assets must be present.

Other challenges vis. Statutory tools, Limited leverage ratio, Lack of education among people, New to
credit customers, Defaulter''s information, etc are risk prone which increase threat in the sector.

Company is taking proper steps to mitigate the business risk.

SEGMENT-WISE PERFORMANCE:

The Company is operating on only one segment i.e. investment services. Hence separate segmental reporting
is not applicable. The Company has no activity outside India.

During the year, the Company recorded a loss of Rs. (39,54,934)/- which has increased as compare to the
previous year loss of Rs. (4,42,400.16)/-. The Assets base has improved with nominal growth as
compared to the last year. On the other hand, the liabilities base is reduced as compare to last year which
gives the prospects of revival of Company''s business in the years to come.

OUTLOOK:

The NBFC- Retail are going to face challenge. Demand may fall due to uncertainty in the global economy and capital
markets. Workforces are facing the risk of infection, and governments are beginning to enact restrictions on
movement and both add an unpredictable dimension to the crisis.

However, The Company is expanding its business activity and putting continuous efforts to attain further efficiencies.
Further, the Company is confident that in spite of the possible recessionary conditions in the industry it will perform
better in view of the strong fundamentals of the company and hope to improve its performance as well.

RISK AND CONCERNS:

The Company, in pursuit of its business objectives, is exposed to certain risks such as credit risk, market
risk, liquidity risk and operational risk. These risks have the potential of impacting the financial strength,
operations and reputation of your Company. Keeping this in mind, Your Company continues to have an
effective risk management. The Management continuously oversees the risk management process including
identification, impact assessment and drawing mitigation plans.

INTERNAL CONTROL SYSTEM:

The Company has in place adequate internal control systems and procedures commensurate with its size
and nature of business. The systems are designed to ensure that the financial and other records are reliable
for preparing financial statements.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATING PERFORMANCE:

The operating performance of the Company has been discussed in Directors Report under the head
''Financial Highlights and Operations and Overall Performance'' in the current Year.

RATIOS WHERE THERE HAS BEEN A SIGNIFICANT CHANGE FROM FINANCIAL YEAR 2024 TO
FINANCIAL YEAR 2025

During the year under review, the detail of changes made in the following key financial ratios as compare to
the immediately previous financial year. The details of the same in a form of comparison is provided as:-

S.No.	Particulars of Ratio	Financial Year 2024-25	Financial Year 2023-24
1	Debtors Turnover Ratio	NA	NA
2	Inventory Turnover Ratio	NA	NA
3	Interest Coverage Ratio	NA	NA

4	Current Ratio	1.00	40.03
5	Debt Equity Ratio	385.67	0
6	Operating Profit Margin	N/A	N/A
7	Net Profit Margin	N/A	N/A
8	Return on Net worth	(0.14)	(0.14)

CAU1IONARY SlAltMtNl:

The Management Discussions and Analysis describe Company''s projections, expectations or predictions and
are forward looking statements'' within the meaning of applicable laws and regulations. Actual results could
differ materially from those expressed or implied. Important factors that could make a difference to the
Company''s operations include economic conditions affecting demand and supply and price conditions in
domestic and international market, changes in Government regulations, tax regimes, economic developments
and other related and incidental factors.

16. BOARD EVALUATION:

Pursuant to the provisions of Section 134(3), Section 149(8) and Schedule IV of the Act read with SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2 015, Annual Performance Evaluation of the
Board, the Directors as well as Committees of the Board has been carried out. The performance evaluation
of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted
by Nomination & Remuneration Committee.

The performance evaluation of the Independent Directors was carried out by the entire Board and the
performance evaluation of the Non-Independent Directors was carried out by the Independent Directors in
their separate meeting. The Board of Directors expressed their satisfaction with the evaluation process.

17. RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy in compliance with the provisions
of Section 134 (3) (n) of the Companies Act, 2013. The Company continues to have an effective risk
management. The Management continuously oversees the risk management process including identification,
impact assessment and drawing mitigation plans. The details of risks perceived by the Management are
discussed which is forming part of the Management Discussion Analysis Report.

18. CORPORATE GOVERNANCE:

Pursuant to SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September, 2015 compliance
with the corporate governance provisions as specified in regulations 17, 17A ,18, 19, 20, 21, 22, 23, 24, 24A,
25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of
Schedule V are not applicable to the Company for the period under review.

19. RELATED PARTY TRANSACTIONS:

There are no Related Party and material significant related party transactions made by the company with
the promoters, directors, key managerial personnel or other designated persons which may have a potential
conflict with the interest of the company at large.

20. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The Company, being a non-banking financial company registered with the RBI is exempt from complying
with the provisions of section 186 of the Act in respect of loans and guarantees.

The details of loans and Investments covered under section 186 of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers) Rules, 2014 for the financial year 2024-25 are given in the
Notes on financial statement referred to in the Auditors'' Report.

21. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013, your Directors to the best of
their knowledge and belief and according to the information and explanations obtained by them, hereby confirm:

a) That in the preparation of the annual financial statements for the year ended 31^st March, 2025, the applicable
Accounting Standards had been followed along with proper explanation relating to material departures;

b) That Appropriate accounting policies have been selected and applied consistently and have 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 31^st March, 2025 and of the and Loss of the Company for the year ended 31^st March, 2025.

c) That proper and sufficient care has been taken 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) That the annual financial statements have been prepared on a going concern basis;

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

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

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The pre-requisite in terms of Section 135 of the Companies Act, 2013 of corporate social responsibility does
not apply to the Company.

23. PARTICULARS OF EMPLOYEES AND REMUNERATION:

Particulars of employees as per Rule 5(2) & Rule 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014

The Statement of particulars of employees under Section 197(12) read with Rule 5 (2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is not provided with as
during the financial year under review, no employee of the Company was in receipt of remuneration in
excess of the limits set out in the said rules.

Details as required under Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) the ratio of the remuneration of each director to the median remuneration of the employees of the
Company for the financial year: Not Applicable, Since during the year under review No sitting fees or
remuneration was paid to the Directors of the Company.

b) the percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary or
Manager, if any, in the financial year: During the year, the remuneration was paid to only Company
Secretary. As compared to last financial year, there was 20.69% decrease in remuneration during the year
under review.

c) the percentage increase in the median remuneration of employees in the financial year 2 024-25: Not
applicable, During the year under review there was no increase in the remuneration of employees.

d) Number of permanent employees on the rolls of the Company as at 31^st March, 2025 stood at 5
employee.

e) Average percentile increase made in the salaries of employees other than key managerial personnel in
the last financial year and its comparison with the percentile increase in the managerial remuneration
and justification thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration: During the last financial year, the salaries of employees remained the same,
thus there was no increment made in the salaries of the employees.

f) We hereby affirm that the remuneration of employees is as per the remuneration policy of the Company.

24. SUBSIDIARIES, ASSOCIATES AND IOINT VENTURE COMPANIES:

The Company does not have any subsidiary, associate and joint venture company for the year ended 31^st
March, 2025.

25. NOMINATION & REMUNERATION POLICY

The Company has formulated the Nomination & Remuneration Policy in compliance with section 178(3) of
the Companies Act, 2013 read along with the applicable rules thereto and Part D of Schedule II of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2 015 for appointment of directors taking
into consideration qualification and wide experience of the directors in the fields of banking, finance,
regulatory, Marketing, administration, legal apart from compliance of legal requirements of the Company.
The Company has laid down remuneration criteria for the directors, key managerial personnel and other
employees in the Nomination and Remuneration Committee Policy. The Policy is available on the website of
the Company www.dhenubuildconinfra.com.

26. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section
148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a vigil mechanism called "Whistle Blower Policy” with a view to provide a mechanism for
Directors and employees of the Company to raise concerns of any violations of any legal or regulatory
requirement, incorrect or misrepresentation of any financial statement and reports etc. The Policy provides
adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of
the Audit Committee in exceptional cases.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of
the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of
business operations.

28. PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on
Prevention, Prohibition and Redressal of Sexual Harassment/Anti Sexual Harassment policy at the
Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under, if any.

During the year under review, no complaints were received by the Company related to sexual harassment.

As the Company has not employed 10 or more employees during the year under review, a statement that the
company has complied with provisions relating to the constitution of Internal Complaints Committee under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 does not
applicable on the Company.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The provisions relating to the disclosure of particulars relating to conservation of Energy and Technology

absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule - 8 (3) of the Companies
(Accounts) Rules, 2014 do not apply to the Company since it is engaged in the business of financial services.

30. FOREIGN EXCHANGE EARNINGS AND OUT-GO :

During the period under review there were no foreign exchange earnings and out go.

31. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company, between the
end of the financial year of the Company i.e. 31^st March, 2025 and the date of this Report.

32. COMPLIANCE WITH SECRETARIAL STANDARDS

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

33. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review:

i) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and Company''s operations in future

ii) No change in nature of business.

34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Internal Auditor or Secretarial Auditor of the Company have not reported any frauds
to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013
including rules made thereunder.

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 f31 OF 20161 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR

During the year under review, there was no application made before National Company Law Tribunal for
initiation of insolvency proceeding against the Company nor any proceeding were pending under the
insolvency and bankruptcy code, 2016 (31 of 2016).

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year, the requirement of this clause was not applicable.

37. GREEN INITIATIVES

The Company supports and pursues the ''''Green Initiative'''' of the Ministry of Corporate Affairs, Government of
India. Members are requested to support green initiative by registering their e-mail id (a) in case of electronic /
demat holding with their respective Depository Participant and (b) in case of physical holding either with the RTA
by sending e-mail to [e-mail] or with the Company by sending e-mail to
[e-mail] by quoting name and folio number.

This initiative would enable the members to receive communication promptly besides paving way for reduction in
paper consumption and wastage. You would appreciate this initiative taken by the Ministry of Corporate Affairs
and your Company''s desire to participate in the initiative. If there is any change in e-mail id, shareholder can
update his / her e-mail id in same manner as mentioned above.

Further, pursuant to the MCA Circulars and SEBI Circular, in view of the prevailing situation, owing to the
difficulties involved in dispatching of physical copies of the Notice of the 117^th AGM and the Annual Report for

48

the financial year 2024-25, are being sent only by email to the Members. Members may note that this Notice and
Annual Report 2024-25 will be available on the Company''s website www.dhenubuildconinfra.com.websites of
the Stock Exchanges i.e. BSE Limited at www.bseindia.com and website of Bigshare at
www.bigshareonline.com.

38. ACKNOWLEDGEMENTS:

The Board of Directors would like to express its gratitude and its appreciation for the support and co-operation
from its members, banks, financial institutions, investors, service providers, customers, and other business
constituents for their continued faith, abundant assistance and cooperation extended to the Company. The Board
of Directors also places on record its sincere appreciation for the commitment and hard work put in by the
Management and employees of the Company.

Your Directors would like to make a special mention of the support extended by the various Departments of
Government of India, the State Governments, particularly, the Tax Authorities, Reserve Bank of India, the
Ministry of Commerce, Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look
forward to their continued support in all future endeavours.

Registered Office: By & on behalf of the Board of Directors

B-17, Shree Siddhivinayak Plaza, For Dhenu Buildcon Infra Limited

Plot No 31, Off Link Road, Andheri
West, Mumbai-400053, Maharashtra,

Jeevan Nagar, Near Sai Baba Temple
Andheri, Mumbai-400053

Sd/- Sd/-

Bhavesh Chandrakant AMIT BAJAJ

Date: 18^th August, 2025 Mehta Director

Director

Place: Mumbai DIN: 10617857 DIN: 10122918

(B-303, Raman Ashish, Add:

Shantilal Mody Cross rd.

2 opp Asian bakery
Store, Irani wadi, Mumbai
400067.1

---

Mar 31, 2024

Your Directors hereby present the 116^th Annual Report of the Company together with the Audited
Statement of Accounts for the year ended 31^st March, 2024.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results

The Company''s performance during the year ended 31^st March, 2024 as compared to the previous
financial year is summarized below:

(Amount in Thousands!

Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Revenue from operation	0	0
Profit/Loss before interest, depreciation, tax and Extra Ordinary Items	(4254)	(4254)
Less: Depreciation/amortization	0	0
Profit/Loss before interest, tax and Extra Ordinary Items	(4254)	(4254)
Less: Finance Costs	0	0
Profit/Loss before tax and Extra Ordinary Items	(4254)	(4254)
Less: Provision for taxes on income
--Current tax	0	0
--Earlier Year Tax Adjustments	168	168
--Deferred tax liability / (asset)	(1106)	(1106)
Profit/Loss before Extra-Ordinary Items	(3316)	(3316)
Extra Ordinary Items (Net of Tax)	0	0
Profit/Loss for the year	(3316)	(3316)
Add/(Less): Other Comprehensive Income	3802	3802
Total Comprehensive Income / (Expenses) for the year	486	486

b. Operations:

Your Directors regret to report that the company has continued to incure losses amounting to Rs.
3,315,489/- in the financial year under review as compared to losses of Rs. 2,82,227/- incurred during the
previous financial year.

Due to losses in the previous years, your directors are striving to recover from the financial crisis and are
exploring the other prospective growth avenues so as to restore the Company''s financial position and the
Company is in course to manage and control its cost overruns and to review new emerging opportunities for
advancement of the Company.

2. DIVIDEND:

Yours Directors do not recommend any dividend for the year ended 31^st March, 2024 in view of loss
incurred during the year.

3. TRANSFER TO RESERVES:

Since the Company has incurred loss during the period under review, thus no amount was available to be
transferred to the reserves.

4. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital, as on 31^st March, 2024 was Rs. 1,83,00,000/- divided into 1,83,00,000
Equity shares, having face value of Re. 1/- each fully paid up. During the year under review, the Company
has not issued any shares with or without differential voting rights. It has neither issued employee stock
options nor Sweat equity shares and does not have any scheme to fund its employees to purchase the
shares of the Company.

5. BOARD OF DIRECTORS AND KMP:

Director retire by rotation:

In terms with the provisions of Companies Act, 2013 and in terms of articles of Association of the Company,
MR. JENIFER JOHN MACHADO, retires by rotation at the forthcoming Annual General Meeting and being
eligible, offer himself for re-appointment.

The Profile and other information as required by the Regulation 36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 & SS-2 of ICSI hsave been given in the Notice convening the 116^th AGM of the
Company.

Appointment & cessation of Director:

During the year under review, the board recorded following appointment and cessation:-

• Mr. Piyush Ishwardas Mehta tendered his resignation from the position of Manager of the Company
w.e.f. close of business hours on 2nd August, 2023.

• Mr. Vikash Maharishi (DIN:07073642) tendered his resignation from the position of Chief Financial
Officer(CFO) & Director of the Company w.e.f. close of business hours on 07^th August, 2023.

• Mr. Gaurav Mundra stendered his resignation from the position of Company Secretary &
Compliance Officer of the Company w.e.f. close of business hours on 31^st August, 2023.

• Mrs. Aryamba Taluja appointed as Company Secretary cum Compliance Officer of the Company
w.e.f. 1^st December, 2023

• Mrs. Samira Vikash Maharishi (DIN: 07089229) appointed as an CFO of the Company w.e.f. 1^st

November, 2023.

• Mr. Jennifer Mochado appointed as an CEO of the Company w.e.f. 1^st November, 2023.

Information regarding the change in management w.e.f. end of Financial Year 31^st March, 2024 till
the date of the Report:

• Mr. Himanshu Agarwal (DIN: 09569882), tendered his resignation from the position of Director of
the Company w.e.f. close of business hours on 21^st August, 2024.

• Mrs. Samira Vikash Maharishi (DIN: 07089229) tendered her resignation from the position of Chief
Financial Officer(CFO) & Director of the Company w.e.f. close of business hours on 17^th August,
2024.

• Mr. Bhavesh Chandrakant Mehta (DIN: 10617857) appointed as Additional Director in the
category of CFO and Executive Director w.e.f. 14^th August, 2 024

Except for the above changes, there were no appointments and cessations of Directors/KMP on Board of the
Company.

Key Managerial Personnel:

Key Managerial Personnel''s (KMP''s) of the Company under Section 203 of the Companies Act, 2013 as on
31^st March, 2024, are as follows:

Sr. No.	Name	Designation
1	JENIFER JOHN MACHADO	Chief Executive Officer (CEO)
2	ARYAMBA TALUJA	Company Secretary

None of the Directors are disqualified from being appointed as Directors as specified in section 164 of
Companies Act, 2013.

Familiarization Program:

In terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015,
the Company periodically organizes a program in order to familiarize Independent Directors with the
Company''s operations. The details of familiarization programme are available on the website of the
Company www.dhenubuildconinfra.com.

6. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company, confirming that they
meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies
Act, 2013 read with schedules & rules issued thereunder as well as SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2 015 (including any statutory modification(s) or re-enactment(s) thereof for the time
being in force) in respect of the financial year ended 31^st March, 2 024. Separate Meeting of Independent Director
was held on 31^st March, 2024 with full attendance of Independent Directors.

The Independent Directors have confirmed that they have registered their names in the data bank maintained
withthe Indian Institute of Corporate Affairs (''IICA''). In terms of Section 150 of the Act read with Rule 6(4) of the
Companies(Appointment & Qualification of Directors) Rules, 2 014, the Independent Directors are required to
undertake onlineproficiency self-assessment test conducted by the IICA within a period of two year from the date
of inclusion of their names in the data bank. The Independent Directors to whom the provisions of proficiency test
are applicable, will take the said online proficiency self-assessment test in due course.

The Company have also received a declaration from all the Independent Directors under Rule 6 sub-rule (3) of The
Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding inclusion of their name in Data
Bank of Independent Director maintained by the Indian Institute of Corporate Affairs at Manesar.

The matrix of core skills/expertise/competencies identified by the Board of directors as required in the context of
its business and sector for it to function effectively and those actually available with the Board are:

Skills	Himanshu Agarwal	Poonam Somaram Gehlot
Industry Knowledge	¦/	¦/
Finance & Accounts	¦/	¦/
Risk Management	¦/	¦/
Marketing/Sales/Media/ Administartion	¦/	¦/
Legal/Regulatory	¦/	¦/
Business Operations	¦/	¦/
Corporate Leadership	¦/	¦/

The Board is of the opinion that the Independent Directors of the Company possess requisite
qualifications,experience and expertise and they hold highest standards of integrity and skills as stated above.

7. DEPOSITS:

Your Company is a non-deposit taking Company (NBFC-ND).During the year under review company has neither
accepted nor renewed any fixed deposits from public within the meaning of section 73 of the Companies Act, 2013
and Companies (Acceptance of Deposits) Rules, 2014.

8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the
Company are adequate. During the year under review, the Internal Auditors had not reported any matter
under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of
the Act.

9. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014, an Annual Return in Form MGT-7 as on 31^st March, 2024 has been placed on
the website of the Company at http://www.dhenubuildconinfra.com/investors.html

10. PARTICULARS OF THE MEETINGS OF THE BOARD

The meetings of the Board of Directors are normally held at its Registered Office in Mumbai. Meetings are
generally schedule well in advance and the notice of each Board Meeting was given in writing to each
Director. The Board meets at least once in every quarter to review the quarterly performance and the
financial results of the Company.

During the financial year under review, 8 (Eight) Board meetings were held on 27.04.2023, 09.08.2023,
04.09.2023, 01.11.2023, 08.11.2023, 01.12.2023, 25.01.2024, 06.12.2024. The necessary quorum was
present for all the meetings. The interval between two Board meetings was well within the maximum period
mentioned under Section 173 of the Act.

Details of Directors as on sand their attendance at the Board meetings and Annual General Meeting (“AGM”)
during the financial year ended 31^st March. 2024 are given below:

Name of the Director	Particulars of Attendance			Other Board Representations
	Board Meeting		Last AGM (30.09.2023)	Directorship in Companies including this company	Comm ittees Memb ership (Other s)	Commit tees Chairm anship (Others)
	Held during the year	Atten ded
*Mr.Himanshu Agarwal	8	8	Yes	1	-	-
Mr.Vikash Maharishi	8	1	Yes	6	-	-
Ms.Jenifer Machado	8	5	Yes	1	-	-
Mrs.Samira Maharishis	8	5	Yes	4	2	-
##Ms.Poonam Gehlot	8	8	Yes	1	-	-

11. DISCLOSURES RELATED TO COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the
delegated authority. The following substantive Committees constituted by the Board function according to
their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

AUDIT COMMITTEE:

Composition:

The Audit Committee is comprised of 3(three) members, out of whom two is Non-Executive Director and one
is Non-Executive Independent Director. However during the year under review,

Therefore, as on 31^st, March, 2024, Mr. Himanshu Agarwal is Chairman and Mr. Vikash Maharishi and Ms.
Poonam Gehlot are committee members of the Audit Committee.

Meetings & Attendance:

During the year 5 (Five) Audit Committee meetings were held on 27^th April, 2023, 09^th August, 2023, 04^th
September, 2023, 08^th November, 2023 and on 06^th February, 2024.

The gap between all the Audit Committee Meetings held during the year was less than one hundred and
twenty days. The meetings were scheduled well in advance and the time gap between any two meetings did
not exceed more than one hundred twenty days.

The following table showing attendance of members is as per the details mentioned above:

NAME	CATEGORY	DESIGNATION	NO. OF MEETINGS
			HELD DURING THE YEAR/TENURE	ATTENDED
Mr. Himanshu Agarwal	Non-Executive Independent Director	Chairman	5	5
*Mr. Vikash Maharishi	Non-Executive Director	Member	1	1
Ms. Samira Maharishi	Non-Executive Director	Member	2	2
Ms Poonam Gehlot	Non-Executive Independent Director	Member	2	2

*Mr.Vikash Maharishi has tendered his resignation w.e.f 07^th August, 2023, from the position of Chief
Financial Officer(CFO) & as a Director from the Company, the same has also approved by the Board at its
meeting held on 09^th August, 2023.

The Audit Committee assists the Board in its responsibility of overseeing the quality and integrity of the
accounting, auditing and reporting practices of the Company and its compliance with the legal and
regulatory requirements. The terms of reference of Audit Committee cover the areas mentioned under
Section 177 of the Companies Act, 2013.

NOMINATION & REMUNERATION COMMITTEE:

Composition :

As on 31^st March, 2024, the Nomination & Remuneration Committee comprised of 3(three) members, out of
whom two is Non-Executive Director and one is Non-Executive Independent Directors .

Meetings and Attendance:

During the year under review, the Committee met twice during the year on 01^st November, 2 02 3 and 01^st
December 2 02 3. The meeting was scheduled well in advance and the notice of this Meeting was given in
writing to each Director.

The composition of the Nomination & Remuneration Committee and the attendance record of members for
the financial year 2 023-24 are as follows:

NAME	CATEGORY	DESIGNATION	NO. OF MEETINGS
			HELD DURING THE YEAR	ATTENDED
Ms. Jenifer Machado	Non-Executive Director	Committee Member	2	1
Mrs. Samira Maharishi	Non-Executive Director	Committee Member	2	1
*Mr. Himanshu Agarwal	Non-Executive Independent Director	Invitee	2	2

The Nomination and Remuneration Committee assist the Board in overseeing the method, criteria and
quantum of compensation for directors and senior management based on their performance and defined
assessment criteria. The Committee formulates the criteria for evaluation of the performance of Independent
Directors & the Board of Directors; identifying the persons who are qualified to become directors, and who
may be appointed in senior management and recommend to the Board their appointment and removal. The
terms of the reference of Nomination and Remuneration Committee covers the areas mentioned under
section 178 of the Companies Act, 2013.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Composition :

As on 31^st March, 2024, the Stakeholders Relationship Committee comprised of 3(Three) members, out of
whom Two is Non-Executive Director and two Non-Executive Independent Directors.

Meetings and Attendance:

During the year under review, the Committee met once during a year on 27^th April, 2 023. The meeting was
scheduled well in advance and and the notice of Meeting was given in writing to each Director.

The composition of the Stakeholders Relationship Committee and the attendance record of members for the
financial year 2023-24 are as follows:

NAME	CATEGORY	DESIGNATION	NO. OF MEETINGS
			HELD DURING THE YEAR	ATTENDED
Mr.Himanshu Agarwal	Non-Executive Independent Director	Chairman	1	1
Ms. Jenifer John Machado	Non-Executive Director	Committee Member	1	0
*Mr. Vikash Maharishi	Non-Executive Director	Member	1	1

*Mr.Vikash Maharishi tendered his resignation w.e.f close of business hours on 07^th August, 2023, from the
position of Chief Financial Officer(CFO) & Director of the Company.

The Stakeholders'' Relationship Committee consider and resolve the grievances of security holders of the
Company including redressal of investor complaints such as transfer or credit of securities, non-receipt of
dividend / notice / annual reports, etc. and all other securities-holders related matters and also consider
and approve issue of share certificates (including issue of renewed or duplicate share certificates), transfer
and transmission of securities, etc.

12. EMPLOYEE STOCK OPTION SCHEME

Presently, the Company does not have a scheme for grant of stock options to its employees.

13. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 2 04 of the Companies Act, 2 013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2 014, the Company has appointed M/s. Ritika Agrawal &
Associates, Company Secretaries to conduct the Secretarial Audit of the Company for the financial year
2023-24.

The Secretarial Audit Report for the financial year ended March 31, 2 024 is annexed herewith as
ANNEXURE A to the Board''s Report.

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

During the year under review, other than one observation listed below, no other observation was made by
the Secretarial Auditor of the Company in their Secretarial Audit Report for the year ended 31^st March,
2024.

Observation:

The Company has not paid Fees and other charges to be paid to the recognized stock exchange(s) as per
Regulation 14 of The Securities and Exchange Board of India (Listing obligations and disclosure
Requirements) Regulations, 2015, for the Financial Year 2021-22, 2022-23 and 2023-24. However, the
Company has made representation to BSE Limited, and the management of the Company is in the process
of paying the same at the earliest. _

Board Comment:

The financial capacity of the Company was struggling since financial year 2 02 0-21 and still continuing till
date. Therefore, the Company was unable to pay Annual Listing fees to the BSE. In this matter, the
Company has made representation to BSE Limited, and the management of the Company is in the process
of paying the same at the earliest for the F.Y. 2021-22, 2022-23 and 2023-24.

14. STATUTORY AUDITORS & AUDITORS REPORTS:

M/s. Subramaniam Bengali & Associates, Chartered Accountants (Firm Registration No. 127499W),
Mumbai, are re-appointed as Statutory Auditors of the Company for a second term of 5 (Five) consecutive
financial years commencing from the financial year 2023-24 till the conclusion of Financial year 2027-28, at
a remuneration as may be agreed upon by the Board of Directors and Auditors.

During the year, the statutory auditors have confirmed that they satisfy the independence criteria required
under Companies Act, 2013, Code of ethics issued by Institute of Chartered Accountants of India. The
Auditors have also confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for
any further comments. There are no observations/qualifications contained in the Auditors'' Report and
therefore there are no explanations to be provided for in this report.

15. MANAGEMENT DISCUSSION AND ANALYSIS

Dhenu Buildcon Infra Limited is Non-Banking Financial Company (NBFC), primarily engaged in the
business of Investment in securities. The Management discussions and analysis is given hereunder:-

INDUSTRY STRUCTURE AND DEVELOPMENTS
GLOBAL ECONOMY:

As the global economy navigates through various economic challenges, a prevailing sense of optimism
continued to drive progress forward. As per the World Economic Outlook released by International Monetary
Fund (IMF) in April 2023, baseline forecasts predict a decline in growth from 3.4% in 2022 to 2.8% in 2023,
followed by a recovery to 3.0% in 2024.

Financial year 2023 began on a mixed note. On the positive side, after wreaking havoc for almost two years,
the impact of the COVID-19 pandemic on lives and livelihoods started receding. This was aided by a mass
immunisation programme and the advent of a less virulent variant called omicron. However, the flip side
was the impact of inflationary trends, supply chain disruptions emanating from China, and the start of the
Russia-Ukraine conflict impacting commodity prices.

The RBI, like other central banks, raised the monetary policy rates and reduced excess systemic liquidity.
Major areas of concern for the economy were elevated commodity prices leading to a depreciation of the
Indian rupee, higher retail inflation (both core and food inflation) leading to the RBI raising interest rates
and rationalising systemic liquidity, and a rising current account deficit (CAD). However, despite these
critical challenges, India emerged as the fastest growing major economy in the world. The second advance
estimate of national income released by the central statistics office (CSO) on 28 February 2 023 expects real
GDP growth in Financial year 2023 to be 7.0%.

INDIAN ECONOMY:

In Financial Year 2 02 3, the Indian economy faced multiple challenges. The country''s retail inflation
indicator, consumer price inflation inched above the RBI''s tolerance range in January 2022.

The Economic Survey 2022-23 stated that the total credit extended by NBFCs is picking up momentum,
with the aggregate outstanding amount at Rs 31.5 lakh crore as of September 2022 as compared to Rs
28.03 lakh crore in September 2021. NBFCs continued to deploy the most significant quantum of credit
from their balance sheets to the industrial sector, followed by retail, services, and agriculture.

The Government of India announced a growth oriented and expansionary budget for the Financial year
2 024. It has tried to strike balance between fiscal consolidation and growth by continuing its focus on
capital expenditure and creating fiscal space for that by curtailing revenue expenditure. The calendar year
2 02 3 began on a promising note with improved supply conditions, resilient economic activity, and some
degree of stability in financial markets. However, the banking and non-banking financial services sector in
India remained healthy and evolved in an orderly manner. The general expectation is that India''s GDP for
Financial Year 2 024 would record a growth in excess of 6%.

NBFC''s PERFORMANCE:

The year 2022 has been green for the NBFC sector as mostly positive developments including that of
Mergers and acquisitions came with a few of controversial ones.NBFCs have become important constituents
of India''s financial sector and have been recording higher credit growth than scheduled commercial banks
(SCBs) over the past few years. NBFCs continue to leverage their superior understanding of regional
dynamics and customised products and services to expedite financial inclusion in India. Lower transaction
costs, innovative products, quick decision making, customer orientation and prompt service standards have
typically differentiated NBFCs from banks. Considering the reach and expanse of NBFCs, these are well-
suited to bridge the financing gap in a large country like India. Systemically important NBFCs have
demonstrated agility, innovation and frugality to provide formal financial services to millions of Indians. The
growing importance of NBFCs is reflected in the consistent rise of their credit as a proportion to GDP as well
as in relation to credit extended by SCBs to the NBFC sector.

Given the increasing importance of NBFCs, the RBI, in the last few years, has increased its regulatory
oversight over the sector. Multiple guidelines such as (i) vigil over asset-liability management practices, (ii)
maintaining liquidity ratios, (iii) increased reporting requirements, and (iv) scale-based regulation, have led
to NBFCs adopting practices in line with banks. The regulatory vigil is based on four key cornerstones of: (i)
responsible financial innovation, (ii) accountable conduct, (iii) responsible governance, and (iv) centrality of
the customer.

NBFCs with superior capital adequacy, better margins, frugal cost management, prudent risk management
and those incorporating above four key cornerstones in their business models will continue to deliver
sustainable growth in the foreseeable future.

To strengthen supervision over NBFCs, the Reserve Bank of India (RBI) introduced scale-based regulation
and revised NPA recognition and upgradation norms. The revised norms included the classification of
special mention account (SMA) and NPA on a day-end position basis and upgrade from an NPA to standard
category only after clearance of all outstanding overdues.

In terms of funding, NBFCs are seeing improvement in their access to capital. The funding condition of
NBFCs is stabilising because banks are lending to them. Mutual funds, that had become very cautious to
lend to NBFC''s, have now also started lending. NBFCs are also diversifying their funding base by looking at
retail borrowing.

The financial system is maturing from a bank-dominated space to a hybrid system wherein non-bank
intermediaries are gaining prominence.

OUR BUSINESS OPERATIONS:

Dhenu Buildconis a small size NBFC engaged in the sole business segment of investment services. Due to
losses in the previous years pursuant to massive pressure of COVID-19 pandemic, the Company is still
striving to recover the losses and is exploring the other prospective growth avenues so as to restore the
Company''s financial position.

During the year, the Company recorded a loss of Rs. 3,315,489 which has reduced as compare to the
previous year loss of Rs. 2,82,227. The Assets base has improved with nominal growth as compared to
the last year. On the other hand, the liabilities base is reduced as compare to last year which gives the
prospects of revival of Company''s business in the years to come.

A rapid fluctuation in market activities due to ongoing amendments and norms made by RBI in NBFC
sector are the challenges which Company is facing and striving to find news ways to come back on the
profit track.

OPPORTUNITIES:

One of the biggest opportunities for NBFCs are the new to credit customers. These are the people who
belong to the rural sector and have never borrowed from any financial institution in the past. Rural
sector have limited ground presence of banks and other credit financial services and whatever banks are
present in these sector as regulated by legislation, have to rely on banking and credit history while
assessing the loan and cannot provide loans or financial services to the people who do not qualify for the
bank loan. For such people, NBFCs are a boon. They have emerged as a lucrative segment as far as
NBFC is concerned. NBFC have implemented their machinery in a unique way which assess the
creditworthiness of these people and grant them loans with less paperwork.

Keeping in regard the financial needs of people and structure of banks, government has exempted NBFC
from the hard rules and regulations levied on bank. NBFC enjoys the flexibility in rules regarding
paperwork and other restrictions making it suitable for entrepreneurs to put their interest in NBFC.
Government itself have provided with the opportunities to the NBFC to establish their place in the Indian
market.There are continuing benefits for the NBFC as the government is implementing rules to help in
growth of NBFC.

NBFCs are in the business of profit and their contribution in the growth of Indian GDP displays the
perfect picture of how well NBFCs have been working these past years.

THREATS:

Refinancing / NBFC Funding:

Refinancing is a challenge NBFCs face in its smooth working. A major sources of refinancing for NBFC
are the banks, capital markets or maybe its competitors. There is no other option for NBFC for the
purpose ofrefinancing and in the course of business, refinancing is an important element for the efficient
working as well as the sustainability of the growth. The present situation considering the refinancing
options is not favorableto the sustainability of growth. Banks and housing financing companies have
many options for the purpose ofrefinancing such as RBI, NABARD, EXIM bank and SIDBI for banks and
National Housing Bank as the regulator of housing financing companies.

NBFC License:

Another challenge posed to the NBFC is procuring a license for NBFC. This process for procuring a
license is not easy and requires approval and complicated requisite documents.The process for obtaining
a license requires a lot of compliance.Moreover RBI has put various restrictions before obtaining a
license. Apart from proper documentation, experienced Board of directors, it is also requires details
related to the quality and quantity of capital.

Non-flexibility in the classification of loans NPA:

Considering the large corporate, flexibility and classification under NPA is an essential element and shall
bescheduled for efficient performance. Non-performing assets norms are relevant considering the
efficientworking of a larger corporate as irregular cash flow poses a threat in regards of delay in
payments. NPA shallbe classified on the basis of assets financed and a uniform system of classification of
assets must be present.

Other challenges vis. Statutory tools, Limited leverage ratio, Lack of education among people, New to
credit customers, Defaulter''s information, etc are risk prone which increase threat in the sector.

Company is taking proper steps to mitigate the business risk.

SEGMENT-WISE PERFORMANCE:

The Company is operating on only one segment i.e. investment services. Hence separate segmental reporting
is not applicable. The Company has no activity outside India.

During the year, the Company recerded a loss of Rs. 3,315,489 which has increased as compare to the
previous year loss of Rs.2,82,2 2 7. The Assets base has improved with nominal growth as compared to
the last year. On the other hand, the liabilities base is reduced as compare to last year which gives the
prospects of revival of Company''s business in the years to come.

OUTLOOK:

The NBFC- Retail are going to face challenge. Demand may fall due to uncertainty in the global economy
and capital markets. Workforces are facing the risk of infection, and governments are beginning to enact
restrictions on movement and both add an unpredictable dimension to the crisis.

However, The Company is expanding its business activity and putting continuous efforts to attain further
efficiencies. Further, the Company is confident that in spite of the possible recessionary conditions in the

industry it will perform better in view of the strong fundamentals of the company and hope to improve its
performance as well.

RISK AND CONCERNS:

The Company, in pursuit of its business objectives, is exposed to certain risks such as credit risk, market
risk, liquidity risk and operational risk. These risks have the potential of impacting the financial strength,
operations and reputation of your Company. Keeping this in mind, Your Company continues to have an
effective risk management. The Management continuously oversees the risk management process including
identification, impact assessment and drawing mitigation plans.

INTERNAL CONTROL SYSTEM:

The Company has in place adequate internal control systems and procedures commensurate with its size
and nature of business. The systems are designed to ensure that the financial and other records are reliable
for preparing financial statements.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATING PERFORMANCE:

The operating performance of the Company has been discussed in Directors Report under the head
''Financial Highlights and Operations and Overall Performance'' in the current Year.

RATIOS WHERE THERE HAS BEEN A SIGNIFICANT CHANGE FROM FINANCIAL YEAR 2023 TO
FINANCIAL YEAR 2024

During the year under review, the detail of changes made in the following key financial ratios as compare to
the immediately previous financial year. The details of the same in a form of comparison is provided as:-

S.No.	Particulars of Ratio	Financial Year 2023-24	Financial Year 2022-23
1	Debtors Turnover Ratio	NA	NA
2	Inventory Turnover Ratio	NA	NA
3	Interest Coverage Ratio	NA	NA
4	Current Ratio	60.43	60.43
5	Debt Equity Ratio	0.01	0.01
6	Operating Profit Margin	N/A	N/A
7	Net Profit Margin	N/A	N/A
8	Return on Net worth	(0.14)	(0.14)

CAUTIONARY STATEMENT:

The Management Discussions and Analysis describe Company''s projections, expectations or predictions and
are forward looking statements'' within the meaning of applicable laws and regulations. Actual results could
differ materially from those expressed or implied. Important factors that could make a difference to the
Company''s operations include economic conditions affecting demand and supply and price conditions in
domestic and international market, changes in Government regulations, tax regimes, economic developments
and other related and incidental factors.

16. BOARD EVALUATION:

Pursuant to the provisions of Section 134(3), Section 149(8) and Schedule IV of the Act read with SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015, Annual Performance Evaluation of the
Board, the Directors as well as Committees of the Board has been carried out. The performance evaluation
of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted
by Nomination & Remuneration Committee.

The performance evaluation of the Independent Directors was carried out by the entire Board and the
performance evaluation of the Non-Independent Directors was carried out by the Independent Directors in
their separate meeting. The Board of Directors expressed their satisfaction with the evaluation process.

17. RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy in compliance with the
provisionsof Section 134 (3) (n) of the Companies Act, 2013. The Company continues to have an effective
risk management. The Management continuously oversees the risk management process including
identification, impact assessment and drawing mitigation plans. The details of risks perceived by the
Management are discussed which is forming part of the Management Discussion Analysis Report.

18. CORPORATE GOVERNANCE:

Pursuant to SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September, 2015 compliance
with the corporate governance provisions as specified in regulations 17,17A,18, 19, 20, 21, 22, 23, 24, 24A,
25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of
Schedule V are not applicable to the Company for the period under review.

19. RELATED PARTY TRANSACTIONS:

There are no Related Party and material significant related party transactions made by the company with
the promoters, directors, key managerial personnel or other designated persons which may have a potential
conflict with the interest of the company at large.

20. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The Company, being a non-banking financial company registered with the RBI is exempt from complying
with the provisions of section 186 of the Act in respect of loans and guarantees.

The details of loans and Investments covered under section 186 of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers) Rules, 2014 for the financial year 2023-24 are given in the
Notes on financial statement referred to in the Auditors'' Report.

21. DIRECTOR S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013, your Directors to the best of
their knowledge and belief and according to the information and explanations obtained by them, hereby confirm:

a) That in the preparation of the annual financial statements for the year ended 31^st March, 2 024, the applicable
Accounting Standards had been followed along with proper explanation relating to material departures;

b) That Appropriate accounting policies have been selected and applied consistently and have 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 31^st March, 2024 and of the and Loss of the Company for the year ended 31^st March, 2024.

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2 013 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

d) That the annual financial statements have been prepared on a going concern basis;

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

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

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The pre-requisite in terms of Section 135 of the Companies Act, 2013 of corporate social responsibility does
not apply to the Company.

23. PARTICULARS OF EMPLOYEES AND REMUNERATION:

Particulars of employees as per Rule 5(2) & Rule 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014

The Statement of particulars of employees under Section 197(12) read with Rule 5 (2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2 014 is not provided with as
during the financial year under review, no employee of the Company was in receipt of remuneration in
excess of the limits set out in the said rules.

Details as required under Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) the ratio of the remuneration of each director to the median remuneration of the employees of the
Company for the financial year: Not Applicable, Since during the year under review No sitting fees or
remuneration was paid to the Directors of the Company.

b) the percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary or
Manager, if any, in the financial year: During the year, the remuneration was paid to only Company
Secretary. As compared to last financial year, there was 20.69% decrease in remuneration during the year
under review.

c) the percentage increase in the median remuneration of employees in the financial year 2023-24: Not
applicable, During the year under review there was no increase in the remuneration of employees.

d) Number of permanent employees on the rolls of the Company as at 31^st March, 2024 stood at 3
employee.

e) Average percentile increase made in the salaries of employees other than key managerial personnel in
the last financial year and its comparison with the percentile increase in the managerial remuneration
and justification thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration: During the last financial year, the salaries of employees remained the same,
thus there was no increment made in the salaries of the employees.

f) We hereby affirm that the remuneration of employees is as per the remuneration policy of the Company.

24. SUBSIDIARIES. ASSOCIATES AND IOINT VENTURE COMPANIES:

The Company does not have any subsidiary, associate and joint venture company for the year ended 31^st
March, 2 024.

25. NOMINATION & REMUNERATION POLICY

The Company has formulated the Nomination & Remuneration Policy in compliance with section 178(3) of
the Companies Act, 2013 read along with the applicable rules thereto and Part D of Schedule II of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2 015 for appointment of directors taking

into consideration qualification and wide experience of thedirectors in the fields of banking, finance,
regulatory, Marketing, administration, legal apart from compliance of legal requirements of the Company.
The Company has laid down remuneration criteria forthe directors, key managerial personnel and other
employees in the Nomination and Remuneration Committee Policy.The Policy is available on the website of
the Company www.dhenubuildconinfra.com.

26. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section
148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a vigil mechanism called “Whistle Blower Policy” with a view to provide a mechanism for
Directors and employees of the Company to raise concerns of any violations of any legal or regulatory
requirement, incorrect or misrepresentation of any financial statement and reports etc. The Policy provides
adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of
the Audit Committee in exceptional cases.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of
the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of
business operations.

28. PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on
Prevention, Prohibition and Redressal of Sexual Harassment/Anti Sexual Harassment policy at the
Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under, if any.

During the year under review, no complaints were received by the Company related to sexual harassment.

As the Company has not employed 10 or more employees during the year under review, a statement that the
company has complied with provisions relating to the constitution of Internal Complaints Committee under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 does not
applicable on the Company.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The provisions relating to the disclosure of particulars relating to conservation of Energy and Technology
absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule - 8 (3) of the Companies
(Accounts) Rules, 2014 do not apply to the Company since it is engaged in the business of financial services.

30. FOREIGN EXCHANGE EARNINGS AND OUT-GO :

During the period under review there were no foreign exchange earnings and out go.

31. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company, between the
end of the financial year of the Company i.e. 31^st March, 2024 and the date of this Report.

32. COMPLIANCE WITH SECRETARIAL STANDARDS

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

33. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review:

i) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and Company''s operations in future

ii) No change in nature of business.

34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Internal Auditor or Secretarial Auditor of the Company have not reported any frauds
to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013
including rules made thereunder.

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 131 OF 20161 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR

During the year under review, there was no application made before National Company Law Tribunal for
initiation of insolvency proceeding against the Company nor any proceeding were pending under the
insolvency and bankruptcy code, 2016 (31 of 2016).

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year, the requirement of this clause was not applicable.

37. GREEN INITIATIVES

The Company supports and pursues the ''''Green Initiative'''' of the Ministry of Corporate Affairs, Government of
India. Members are requested to support green initiative by registering their e-mail id (a) in case of electronic /
demat holding with their respective Depository Participant and (b) in case of physical holding either with the RTA
by sending e-mail to [e-mail] or with the Company by sending e-mail to
[e-mail] by quoting name and folio number.

This initiative would enable the members to receive communication promptly besides paving way for reduction in
paper consumption and wastage. You would appreciate this initiative taken by the Ministry of Corporate Affairs
and your Company''s desire to participate in the initiative. If there is any change in e-mail id, shareholder can
update his / her e-mail id in same manner as mentioned above.

Further,pursuant to the MCA Circulars and SEBI Circular, in view of the prevailing situation, owing to the
difficulties involved in dispatching of physical copies of the Notice of the 115^th AGM and the Annual Report for
the financial year 2022-23, are being sent only by email to the Members. Members may note that this Notice and
Annual Report 2022-23 will be available on the Company''s website www.dhenubuildconinfra.com.websites of
the Stock Exchanges i.e. BSE Limited at www.bseindia.com and website of Bigshare at
www.bigshareonline.com.

38. LISTING:

The COVID-19 pandemic badly affected the Company''s financial condition. Due to this financial difficulty, your
Company could not make the payment of Annual Listing Fees (ALF) to the Stock Exchange (BSE) since 2020-21.
The Shares of the Company are continued to be listed on BSE Limited. Due to non-payment of listing fees, the
trading of the Company''s securities are suspended by BSE due to non- payment of ALF dues. The Company is
striving hard to clear the Annual Listing fees.

39. ACKNOWLEDGEMENTS:

The Board of Directors would like to express its gratitude and its appreciation for the support and co-operation
from its members, banks, financial institutions,investors,service providers, customers, and other business
constituents for their continued faith, abundant assistance and cooperation extended to the Company. The Board
of Directors also places on record its sincere appreciation for the commitment and hardwork put in by the
Management and employees of the Company.

Your Directors would like to make a special mention of the support extended by the various Departments of
Government of India, the State Governments, particularly, the Tax Authorities, Reserve Bank of India, the
Ministry of Commerce, Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look
forward to their continued support in all future endeavours.

Registered Office: By & on behalf of the Board of Directors

C-4 D Wing, Sunder Park CHS LTD, For Dhenu Buildcon Infra Limited

Jeevan Nagar, Near Sai Baba Temple

Andheri, Mumbai-400053 Sd/- Sd/-

Bhavesh Chandrakant Mehta Jenifer John Machado

Date: 05^th September, 2024 Director Director

Place: Mumbai DIN: 10617857 DIN: 07916179

---

Mar 31, 2015

The Directors have pleasure in presenting the 107t!l Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results

The Company's performance during the year ended 31st March, 2015 as compared to the previous financial year, is summarized below:

Particular For the financial For the financial year ended year ended 31th March, 2015 31th March, 2014

Profit before interest depreciation, 43266 (1738051)

tax and Extra Ordinary Items

Depreciation/ amortization 812 1639

Profit before interest, tax and 42454 (1739690) Extra Ordinary Items

Less: Provision for taxes on 0 0 income

- Current tax 12028 NIl

MAT Credit Entitlement (12028) NIL

- Deferred tax liability / 11 (216)

(asset)

Profit before Extra Ordinary Items 28623 (1811663)

Extra Ordinary Items (Net of Tax) Nil Nil

Profit / Loss for the year 28623 (1811663)

b. OPERATIONS:

The operations of the Company for the year under review have resulted in the gross profit of Rs. 43266/- as against Rs. (1738051/-) in the previous year. After providing for interest, depreciation and taxes, the Company has recorded a net profit of Rs.28623/- as against Rs. (1811663/-) in the previous year.

2. BOARD OF DIRECTORS:

Mr Rajkumar Bulakidass Mall retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Pursuant to Sections 149 and 161 of the Companies Act, 2013 and in terms of Clause 49 of the Listing Agreement, the Board of Directors had at its meeting held on 04th September, 2014, appointed Ms. Madhumati Gawade as an Additional Director of the Company w.e.f 04th September, 2015.

None of the Directors are disqualified from being appointed as Directors as specified in section 164 of Companies Act, 2013.The profile of Directors seeking appointment/ re- appointment forms part of the Corporate Governance Report.

3. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital, as at 31st March, 2015 was Rs. 18300000/- divided into 18300000 Equity shares, having face value of Rs. 1/- each fully paid up. During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity,

4. DIVIDEND:

For conservation of resources your Directors do not recommend any dividend for the year ended 31st March, 2015.

5- TRANSFER TO RESERVES:

The Board of Directors has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the year under review has been carried forward to the Statement of Profit and Loss.

6. DECLARATION BY AN INDEPENDENT DIRECTORS:

AH the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section ' 149 (6) of the Act and Clause 49 of the Listing Agreement entered into with the Stock Exchange. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

7. BUSINESS OVERVIEW:

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988. There has been no foreign exchange out flow/inflow during the year.

8. SUBSIDIARIES, ASSOCIATES AND TOINT VENTURE COMPANIES:

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

9. REVISION OF FINANCIAL STATEMENT:

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

10. FIXED DEPOSITS:

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

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

There are no significant / material orders passed by the Regulators or courts or Tribunals impacting the going concern status of your Company and its operations in future

12. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

13. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

Your Company has not entered into any transaction with the Related Parties during the year under review.

14. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND

SECURITIES:

Your Company has not provided and Loan, Guarantee, Investment or security in favour of third party during the year under review.

15. GUIDELINES ON INSIDER TRADING:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The Board is responsible for implementation of the Code. The details of the Code adopted by the Company forms a part of Corporate Governance Report.

16. PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment/Anti Sexual Harassment policy at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, if any.

The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action. All employees (permanent, contractual, temporary, trainees), are covered under this policy.

During the year 2014-2015, no complaints were received fay the Company related to sexual harassment

17. KEY MANAGERIAL PERSONNEL

The Company has not appointed a Whole-time Company Secretary and Chief Financial Officer during the financial year ending 31st March, 2015 as required pursuant to provisions of Section 203 of Companies Act, 2013 read with rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.,but company is in process to appoint the same.

18. DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained. Directors make the following statement in terms of Section 134 (3)(c) of the Companies Act, 2013

a) that in the preparation of the Annual Accounts, the applicable accounting standards had fen followed along with proper explanation relating to material departures, if any;

b) 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 and loss of the company for that period;

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

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

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

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

19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During FY 2014-15 Six Board Meetings were held by the Company on 30th May 2014, 14th August 2014, 04th September 2014, 14th November 2014, 14th February 2015, 30th March 2015. The intervening gap between the meetings was as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the BSE. The number of Committee Meetings held during the FY 2014- 15 forms part of the Corporate Governance Report.)

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 read with the Rules made there under, in respect of Corporate Social Responsibility policy were not applicable the Company for the Financial Year 2014-15

ZL DISCLOSURES RELATED COMMITTEES AND POLICIES:

a. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The composition of the committee is as under:

1. Mr. Shivanand Rama Hemmady - Chairman

2. Mr. Manoj Binod Himatsinghka - Member,

3. Mr. Rajkumar Bulakidass Mall - Member

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Major criteria defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under:

Minimum Qualification : Graduate

Positive Attributes : Analyzing, Visionary, Determined Experience : 5 years (2years in case of professional)

b. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

1. Mr. Shivanand Rama Hemmady - Chairman

2. Mr. Manoj Binod Himatsingka - Member

3. Mr. Rajkumar Bulakidass Mall - Member

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

c. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholder's Relationship Committee, comprising of Mr. Shivanand Rama Hemmady , Mr. Manoj Binod Himatsinghka and Mr. Rajkumar Bulakidass Mall. Mr. Rajkumar Bulakidass Mall has been appointed the Chairman of the Stakeholders' Relationship Committee.

d. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

e. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

f. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation after taking into consideration various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration,, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Whole-time Director was carried out by the Independent Directors at their meeting. The Board of Directors expressed their satisfaction with the evaluation process.

g. INTERNAL CONTROL SYSTEMS;

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

h. DISCLOSURE UNDER SECTION 197(121 OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES f APPOINTMENT & REMUNERATION) RULES, 2014:

Statement pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company since during the period under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 197 of the Act.

i. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:

None of the managerial personnel i.e. Managing Director and Whoje time Directors of the Company are in receipt of remuneration/commission from the Holding or Subsidiary Company of the Company.

22. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 3isRs, MARCH 2015:

The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31Rs, MARCH 20l5:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Rules made there under, the Company has appointed Mrs. Pooja Jain, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure - A' and forms an integral part to this Report.

Company is a NBFC Company but the Company has not complied any provisions of Reserve Bank of India (RBI) during the financial year ended on 31st March, 2015. but the Company is in the process of complying with the same.

The Company has not appointed a Whole-time Company Secretary and Chief Financial Officer during the financial year ending 31st March, 2015 as required pursuant to provisions of Section 203 of Companies Act, 2013 read with rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,but company is in the process of appointing the same.

The Annual General Meeting for the financial year ended on 31st March 2014 was held on 30th September, 2014 after giving notice to the members of the Company and the resolutions, passed thereat were recorded in the Minutes Book maintained for the purpose, however, the Company has not filed MGT-15 with the Registrar of Company, but the company is in the process of filing the same.

RATIFICATION OF APPOINTMENT OF AUDITORS:

M/s Lahoti Navneet & Co. Chartered Accountants, Statutory Auditors of the company, hold office until the conclusion of ensuing Annual General Meeting and have expressed their unwillingness to be reappointed. A special notice has been received under section 140 (4) (i) of the Companies Act, 2013 from a member proposing appointment of M/s Dhaval Gala & Associates, Chartered Accountants, as the statutory auditors of the company. Your company has received letter from M/s Dhaval Gala & Associates, Chartered Accountants, expressing their willingness to be appointed and to the effect that their appointment, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment. The matter is placed for consideration of members in Annual General Meeting

23. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure - B which forms part of this Report.

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

The information on conservation of energy, technology absorption pursuant to Section 134(3) (m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company as the Company is not engaged in manufacturing activities.

During the year under review, the Company has neither earned nor used any foreign exchange.

24. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

Registered Office: By the order of the Board of Directors

Office No. 4,

Building No. 4, For Dhenu Buildcon Infra Limited

Vahatuk Nagar, Amboli,

Andheri (West),

Mumbai - 400 058.

Mr. Rajkumar Mall Mr. Shivanand Hemmady

(DIN: 01999513) (DIN: 00838098)

Date: 31.08.2015 DIRECTOR DIRECTOR

---

Mar 31, 2014

Dear Members

The Directors take pleasure in presenting the 106th Annual Report on the business and operations of your Company alongwith the standalone and consolidated summary financial statements for the year ended 31st March, 2014.

Particulars 31.03.2014 31.03.2013

Profit before interest, (1738051) 530967 depreciation, tax and Extra Ordinary Items

Depreciation/amortization 1639 844

Profit before interest, (1739690) 530123 tax and Extra Ordinary Items

Finance Costs 72189 Nil

Profit before tax and (1811879) 530123 Extra Ordinary Items

Less: Provision for taxes on income

--Current tax Nil 72350

MAT Credit Entitlement Nil (72350)

--Deferred tax liability / (asset) (216) (108)

Profit before Extra Ordinary Items (1811663) 530231

Extra Ordinary Items (Net of Tax) Nil Nil

Profit / Loss for the year (1811663) 530231

OPERATIONS & GENERAL REVIEW

Company has incurred a loss of Rs. 1811663/- in this fiscal year as compared to a profit after tax of Rs.530231/- earned during the previous financial year.

DIVIDEND

For conservation of resources your Directors do not recommend any dividend for the year ended 31st March, 2014.

DIRECTORS

Mr Rajkumar Bulakidass Mall retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Pursuant to Section 149 and other applicable provisions of Companies Act, 2013 your Directors are seeking appointment Mr. Shivanand Rama Hemmady, Mr. Manoj Binod Himatsinghka and Ms. Madhumati Amar Gawade as Independent Director for the terms given in the Notice of 111th Annual General Meeting. Details of the proposal for the appointment of above Independent Directors are mentioned in the Explanatory Statement under Section 102 of Companies Act, 2013 of the Notice of the 111th Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 your Directors confirm that:

That in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

That the Directors have selected such accounting policies and applied them consistently and made 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 of that year.

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

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

MANAGEMENT DISCUSSIONS AND ANALYSIS

A detailed review of operations, performance and future outlook of your Company and its business in given in the Management Discussion and Analysis, which forms part of this report

CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed. Auditors'' certificate on compliance of conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is also annexed.

PARTICULARS OF EMPLOYEES

None of the Company''s employees has drawn salary more than Rs. 60 Lacs per Annum, if employed throughout the year and more than Rs Five Lacs per month if employed for part of the year. Hence, information required under section 217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees) Rules, 1975 as amended is not applicable to your Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988. There has been no foreign exchange out flow/inflow during the year.

AUDITORS'' REPORT

The observations of the Auditors in their Report, read with the relevant Notes to the accounts are selfexplanatory and therefore do not require further explanations.

AUDITORS

The auditors, Messrs K. K. Khadaria & Co., Chartered Accountants, will retire at the ensuing AGM. As recommended by the Audit Committee, the Board has proposed the appointment of Messrs Lahoti Navneet & Co., Chartered Accountants as statutory auditors.

The appointment of the auditors is proposed to the Members in the Notice of the current AGM vide item no. 3 for a period of four years commencing from the current AGM till the conclusion of the One Hundred and Elventh AGM subject to ratification by the Members every year. You are requested to consider their appointment.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the assistance and co-operation received from business associates, Govt. Authorities and Members of the Company and look forward to their continued support.

Your Directors also wish to place on record their appreciation for the devoted services of the employees of the Company.

By Order of the Board of Directors For Dhenu Buildcon Infra Limited

Rajkumar Mall Shivanand Hemmady Director Director

Registered Office:

Office No. 4, Building No. 4,

Vahatuk Nagar, Amboli,

Andheri (West),

Mumbai - 400 058

Date : 30th May, 2014 Place : Mumbai

---

Mar 31, 2013

To, The Shareholders

The Directors have pleasure in presenting the Twenty Ninth Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended March 31, 2013.

FINANCIAL RESULTS :

31.03.2013 31.03.2012 (Rs.) (Rs.)

Profit/(Loss) for the year before Depreciation & 530,123 295,675 Taxation

Less : Provision for Taxation (108) 234,000

Net Profit/(Loss) 530,231 61,675

Balance Loss brought forward from previous year (651,256) (712,931)

Balance carried forward to Balance Sheet (121,025) (651,256)

PERFORMANCE AND FUTURE PROSPECTS:

During the year under review the Company has earned a profit of Rs. 530,231 as compared to a profit of Rs. 61,675 last year.

DIVIDEND:

For conservation of resources your Directors do not recommend any dividend for the year 2012-2013.

LISTING WITH THE STOCK EXCHANGES

The Equity Shares of the Company continue to remain listed with Bombay Stock Exchange Ltd. (BSE). The listing fees payable to the stock exchange for the year 2013-2014 have been paid.

DIRECTORS

Mr. Manoj Vinod Himatsinghka who retires from the Board by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. His brief profile is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm:

i. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

ii. 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 of the Company for that period ;

iii. that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act ,1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors had prepared the Annual Accounts on a going concern basis.

AUDITORS'' REPORT

Your Directors confirm that the observations made by the Auditors in their Report have been duly clarified in the Notes to the accounts forming part of the Balance sheet and Profit and Loss Account, which are self-explanatory.

AUDITORS

M/s. K. K. Khadaria & Co., Chartered Accountants appointed as the Auditors of the Company, who retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

A certificate has been received from the Auditors to the effect that their appointment, is made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956. The Auditors have advised that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on Management Discussion and Analysis is enclosed as an annexure to this report.

PERSONNEL

During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 217 (2A) of the Companies Act, 1956. Therefore, the details as required by the provisions of the aforesaid Section of the Companies Act, 1956, read with the Companies (Particulars of Employees) (Amendment) Rules, 2002 are not applicable.

CORPORATE GOVERNANCE

The Company complies with Clause 49 of the Listing Agreement, as amended from time to time. The Board of Directors of the Company has adopted a Corporate Governance Policy meant to ensure fair and transparent practices and a Code of Conduct for its Directors and senior management.

A separate report on Corporate Governance along with the Auditors Certificate on the compliance of corporate governance requirements of Clause 49 of the Listing Agreement is given elsewhere in this Report.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTING

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988. There has been no foreign exchange out flow/inflow during the year.

ACKNOWLEDGEMENT

The Board wishes to thank all the stakeholders in the Company, clients, business associates & bankers for their continued support during the year. The Board wishes to record its appreciation of all the efforts put in by the staff and associates of the Company who have contributed to the growth and success of the Company.

By Order of the Board

For DHENU BUILDCON INFRA LIMITED

Sd/-

Director

Registered Office:

17, Ground Floor, Mona

Shopping Centre, Dadabhai Road,

Near Navrang Cinema, Andheri(W),

Mumbai – 400 058

Place: Mumbai Date: 30th May, 2013

---

Mar 31, 2012

The Directors submit their Annual Report and audited statement of accounts for the year ended 31.3.2012.

FINANCIAL RESULTS :

31.03.2012 31.03.2011 Rupees Rupees

Profit/(Loss) for the year before Depreciation & Taxation 717,670 (110,034)

Less : Provision for Taxation 234,000 -

Net Profit/(Loss) 483,670 (110,034)

Balance Loss brought forward from previous year. (712,930) (602,896)

Balance carried forward to Balance Sheet (229,260) (712,930)

PERFORMANCE AND FUTURE PROSPECTS

Company has incurred losses from operations of the Company amounted to Rs. 2,29,260 in this fiscal as compared to a loss of Rs. 7,12,390 last year.

DIVIDEND

For conservation of resources your Directors do not recommend any dividend for the year 2011-2012.

LISTING WITH THE STOCK EXCHANGES

The Equity Shares of the Company continue to remain listed with Bombay Stock Exchange Ltd. (BSE). The listing fees payable to the stock exchange for the year 2012-2013 have been paid.

DIRECTORS

Mr. Shivanand Rama Hemmady who retires from the Board by rotation at the ensuing Annual General Meeting and being eligible, offer him for re-appointment. His brief profile is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting. Haresh Atmaram Bhojwani resigned as Director of the Company w.e.f.17.09.2011.

Mr. Manoj Vinod Himat Singka was appointed as an additional Director w.e.f. 17.9.2011. His appointment as Director has been regularized at the Extra-ordinary General Meeting held on 5th November, 2011 by electing him after receiving a Notice under Section 257 of the Companies Act, 1956.

Mr. Raj Kumar Mall was appointed as an additional Director w.e.f. 30.8.2012. His appointment as Director has been regularized at the Annual General Meeting held on 27th August, 2012 by electing him after receiving a Notice under Section 257 of the Companies Act, 1956.

PREFERENTIAL ISSUE

During the year under review the Company made a Preferential Issue of 17,10,000 Equity Shares of Rs.10/- each at a Premium of Rs.50/- per share. The Company made allotment of 17, 10,000 Equity shares on December 13, 2011.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm:

i. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures ;

ii. 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 of the Company for that period ;

iii. that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act ,1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors had prepared the Annual Accounts on a going concern basis.

AUDITOR'S REPORT

Your Directors confirm that the observations made by the Auditors in their Report have been duly clarified in the Notes to the accounts forming part of the Balance sheet and Profit and Loss Account, which are self- explanatory.

AUDITORS

M/s. Bhangaria & Co., who are the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. However they have expressed their unwillingness to continue as Statutory Auditors of the Company. It is proposed to appoint M/s. K. K. Khadaria & Co., Chartered Accountants to examine and audit the accounts of the Company for the Financial Year 2012-13.

A certificate has been received from the Auditors to the effect that their appointment, is made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956. The Auditors have advised that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

The Company was shifted from Basement, Commercial Union House, No.9, Wallace Street, Fort, Mumbai - 400 001 to 68, Gr. Floor, Om Heera Panna, Near Oshiwara Police Station, Jogeshwari (W), Mumbai - 400 102 w.e.f. 3rd February, 2012.

Further Company was shifted from 68, Gr. Floor, Om Heera Panna, Near Oshiwara Police Station, Jogeshwari (w), Mumbai - 400 102 to 17 Ground Floor, Mona Shopping Centre, Dadabhai Road, Near Navrang Cinema, Andheri (West), Mumbai w.e.f. 30th May, 2012.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on Management Discussion and Analysis is enclosed as an annexure to this report.

PERSONNEL

During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 217 (2A) of the Companies Act, 1956. Therefore, the details as required by the provisions of the aforesaid Section of the Companies Act, 1956, read with the Companies (Particulars of Employees) (Amendment) Rules, 2002 are not applicable.

CORPORATE GOVERNANCE

The Company complies with Clause 49 of the Listing Agreement, as amended from time to time. The Board of Directors of the Company has adopted a Corporate Governance Policy meant to ensure fair and transparent practices and a Code of Conduct for its Directors and senior management.

A separate report on Corporate Governance along with the Auditors Certificate on the compliance of corporate governance requirements of Clause 49 of the Listing Agreement is given elsewhere in this Report.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTING

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988. There has been no foreign exchange out flow/inflow during the year.

ACKNOWLEDGEMENT

The Board wishes to thank all the stakeholders in the Company, clients, business associates & bankers for their continued support during the year. The Board wishes to record its appreciation of all the efforts put in by the staff and associates of the Company who have contributed to the growth and success of the Company.

By Order of the Board

For DHENU BUILDCON INFRA LIMITED

(formerly known as THE HINGIR RAMPUR COAL COMPANY LIMITED)

Sd/- Sd/-

Director Director

Registered Office:

17, Ground Floor, Mona Shopping Centre, Dadabhai Road, Near Navrang Cinema, Andheri (W), Mumbai - 400 058

Place: Mumbai

Date : 30th August, 2012

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Mar 31, 2010

The Directors submit their Annual Report and audited statement of accounts for the year ended 31.3.2010.

FINANCIAL RESULTS ;

31.03.2010 31.03.2009 Rupees Rupees

Profit/(Loss) for the year before Depreciation & Taxation (117,668) (274,631)

Less : Provision for Taxation --- -----

Add : Excess Provision of Tax for prior years ----- -----

Net Profit/(Loss) (117,668) (274,631)

Balance Loss brought forward from previous year. (485.228) (210,597)

Balance carried forward to Balance Sheet (602,896) (485,228)

OPERATIONS

The Company is in the process of look out for various business ventures. Once the business is finalized, the shareholders will be informed.

The Company during the year 2009-10 has not entered into any new contract for leasing.

FIXED DEPOSITS

The Company is not accepting fixed deposits from the public.

DIRECTORATE :

Mr. Pramod D. Rasam retires by rotation and being eligible offers himself for reappointment.

EMPLOYEES :

There is no employee covered under Section 217 (2A) of the Companies Act, 1956.

STATEMENT UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

1. The Company has no activities relating to conservation of energy.

2. (a) The company has made no provision for Research and Development expenditure.

(b) The company has no activity relating to technology absorption, adoption and innovation.

3. The Company has no activity relating to Foreign Exchange earnings and outgo.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departure ;

- They 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 as on 31st March, 2010 and of the profit or loss of the company for that period ;.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- The Annual accounts are prepared on a going concern basis.

AUDITORS:

M/s. Bhangaria &Co., Chartered Accountants, Mumbai, Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for reappointment.

For and on behalf of the Board

For THE HINGIR RAMPUR COAL COMPANY LIMITED

S. R. HEMMADY PRAMOD RASAM

DIRECTOR DIRECTOR

Registered Office:

Basement, Commercial Union House,

No.9, Wallace Street, Fort,

Mumbai 400001.

Dated: August 25, 2010

---

Mar 31, 2009

The Directors submit their Annual Report and audited statement of accounts for the year ended 31.3.2009.

FINANCIAL RESULTS :

31.03.2009 31.03.2008 Rupees Rupees

Profit/(Loss) for the year before Depreciation & Taxation (2,74,631) 1,000,058

Less : Provision for Taxation --- 113,394

Add : Excess Provision of Tax for prior years --- 260,395

Net Profit/(Loss) (2,74,631) 1,147,059

Balance Loss brought forward from previous year. (2,10,597) 1,357,656

Balance carried forward to Balance Sheet (4,85,228) (210,597)

OPERATIONS

The Company is in the process of look out for various business ventures. Once the business is finalized, the shareholders will be informed.

The Company during the year 2008-09 has not entered into any new contract for leasing.

FIXED DEPOSITS

The Company is not accepting fixed deposits from the public.

DIRECTORATE :

Mr. Pramod S. Manjrekar retires by rotation and being eligible offers himself for reappointment.

EMPLOYEES:

There is no employee covered under Section 217 (2A) of the Companies Act, 1956.

STATEMENT UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

1. The Company has no activities relating to conservation of energy.

2. (a) The company has made no provision for Research and Development expenditure. (b) The company has no activity relating to technology absorption, adoption and innovation.

3. The Company has no activity relating to Foreign Exchange earnings and outgo.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that:

• In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departure ;

• They 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 as on 31st March, 2009 and of the profit or loss of the company for that period ;.

• Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities ;

• The Annual accounts are prepared on a going concern basis.

AUDITORS:

M/s. Gagrani & Associates, Chartered Accountants, Mumbai, Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for reappointment.

For and on behalf of the Board For THE HINGIR RAMPUR COAL COMPANY LIMITED

S. R. HEMMADY PRAMOD RASAM DIRECTOR DIRECTOR

Registered Office:

Basement, Commercial Union House, No.9, Wallace Street, Fort, Mumbai 400001.

Dated: August 24, 2009