The Directors of your Company have pleasure in presenting the 14^,h Annual Report together with the Audited
Financial Statements of Accounts and Auditors Report of your Company for the financial year ended 31^st March
2024.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company is as follows: (in Rs.)

2. REVIEW OF PERFORMANCE

The Company is engaged in the business of all kinds of real estate projects primarily relating to the residential
sector since incorporation.

During the year under review, the following is the performance review of the company:

Net loss for the FV 2023-2024 after tax is 8,80,604/- as compared to Net loss of previous FY 2022-2023 is Rs
46,53,958/-.

3. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no material changes in the nature of business of the Company and it
would continue to operate in overall real estate projects primarily relating to the residential sector.

4. MATERIAL CHANGES.AND COMMITMENT IF ANY.AFFECTING THE FINANCIAL POSITION OFJHE COMPANY

Your Directors further state that there were no material changes and commitments affecting the financials
occurred between the ends of the financial year to which these financial statements relate and the date of this
report.

5. SHARE .CAPITAL

During the year there is no change in the share capital of the Company.

6. DIVIDEND

In absence of profits, your directors have not recommended any dividend for the FY 2023-2024.

7 PRDPOSFD TD CARRY TO RESERVES

The Board has not transferred any amount towards General Reserves for the year under review.

8. DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the financial year. There is
no unclaimed or unpaid deposit lying with the Company.

9. IRANS£ER_QF_UNOLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROJECTION FUND

Since there was no Dividend declared in previous years, the provisions of Section 125 of the Companies Act,
2013 do not apply.

10. STOCK EXCHAN.GEJUJ3I1NG.FEES

Company s Equity Shares at present are listed at NSE UP Emerge. It may be noted that there are no payment
outstanding to the Stock Exchange by way of listing fees etc.

11. NUMBER OF BOARD MEETING

The Board of Directors has met 4 (Four) times during the financial year 2023-2024. None of the two Board
meetincj have a oaD of more than 120 davs hetween them

12. ORDERS PASSED BYKfcG-ULAlURS/COURTS

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

13. CORPORATE.SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not
applicable as Company is not covered under the criteria mentioned in Section 135(1) of Companies Act. 2013.

14. DETAILS .OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED / RESIGNED DURING THE
FINANCIAL YEAR

i. Appointment of KMP

During the year under review, there is no change in the directors and Key Managerial Personnel of the
Company other than the appointment of Mr. Malay Kumar Majumder as Non-Executive & Independent
Director dated 29^,h August, 2023 effective from 24^m January, 2023.

15. DECLARATION OF INDEPENDENCE

The company has received necessary declarations from all the Independent Directors that they meet the
criteria of Independence laid down in section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations
and that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated
which r.nulri impair nr impart their ability to discharge thoir duties with an objective uf indupuiiduiil judymenl
and without any external influences.

16. STATEMENT _CQNCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY

Risk Management is an integral part of the Company's business strategy. The Board reviews compliance with
risk policies, monitors risk tolerance limits, reviews and analyzes risk exposure related to specific issues and
provides oversight of risk across the organization. The Board nurtures a healthy and independent risk
management function to inculcate a strong risk management culture in the Company.

17. ANNUAL RETURN

In terms of provisions of Section 92 and 134 of the Act, an extract of Annual Return in prescribed format is
annexed to this Report as Annexure -7 and the copy of annual return is placed on the website of the Company
at the web-link www.bdrbuildcojLCQm..

18. PARTICULARS OP LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT
2013 '

There was no loan and guarantee made by the Company under Section 186 of the Companies Act, 2013 during
the Financial Year under review, However, Company has nnt marlP any investment for the period under review

19 PARTICULARS OF CONTRACTS OR ARRANGFMFNTF. MADE WIT! I RELATED PARTIES

Thciu wua no contract or arrangements made with related parties as defined under Section 188 of the
Companies Act, 2013 dui iny the financial year under review.

20. CONSERVATION OEENERGY. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required to be given pursuant to Section 136 (3)(m) of the Companies Act, 2013 read with Rule 8(3)
of the Companies (Accounts) Rules. 2016 do not apply to our Company.

21. FOREIGN EXCHANGE EARNINGS AND OUTGO

Earning : Nil

Outgo : Nil

22. SECRETARIAL AUDITOR

Pursuant to section 179 and 206 of the Act and rules made thereunder. M/s Kanishk Arora & Co, practicing
Company Secretaries (Membership Number: 9575 / Certificate of Practice No.: 13253) was appointed as a
Secretarial Auditor to conduct the secretarial audit nf the Company for the financial year 2023 26, in the
manner as stated above in forgoing provisions.

The Secretarial Audit Report for the financial year 2023-26 is appenripd as Annexure-2 which forms part of
thio Report.

The said Secretarial Auditor's Report does not contain any qualifications, reservations and adverse remarks.

23. AUDJLCOMMITTEE ANDJ/IGIL MECHANISM

The Audit Committee of the Company comprised of the followina members-

The above composition of the Audit Committee consists of independent Directors viz, Mr. Rajinder Parsad
Sharma and Mr. Malay Kumar Majumder who form the majority.

The Company Secretary functions as Secretary to the Committee.

During the year under review. 6 (four) meetings of the Audit Committee were held. The gap between two Audit
Committee Meetings did not exceed one hundred and twenty days as prescribed in the Listing Regulations.

I lie Company has established a viqil mechanism and overseas through Ihe cnmmitfpp, thp gpnuinp concerns
expressed by the employooc and other Directors. The Company ha3 also provided adequate sdfeyudi ds dyainsl
victimization nf rmplnypps and Directors who express their concerns. The Company has also provided direct
access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees
and the Company.

The Whistle Blower Policy is available on the Company’s website.

24. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company comprised of the following members:-

During the year under review. 4 (four) meetings of the Stakeholders Relationship Committee were held. The
gap between two Audit Committee Meetings did not exceed one hundred and twenty days as prescribed in the
Listing Regulations.

25. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company comprised of 4 (four) Directors, which is as
follows-

During the year under review. 1 (one) meeting of the Nomination and Remuneration Committee were held.

All Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance
with the Code of Conduct applicable to the Directors and employees of the Company. The Code of Conduct is
available on the Company's website. All Directors have confirmed compliance with provisions of section 164 of
the Companies Act. 2013.

26. REMUNERATION POLICY

The company follows a policy on remuneration of Directors and Senior Management Employees. The policy is
approved by the Nomination and Remuneration Committee and the Board. The policy is available on the
Company’s website.

27. HUMAN RESOURCELMANAGEMENTjLSAEEDf

During the financial year, the Company had cordial relations with workers, staff and officers. Company believes
in empowering its employees through greater knowledge, team spirit and developing greater sense of
responsibility.

The Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition ami Redrpssal) Act 2013
is not applicable to the Company.

29. EVALUATION OF THE BOARD'S PEREQRMANCE

the Companies Act, 2013 mandatoc formal annual evaluation by the Doord of it* uwu performance and that of
im rnmmittpp''. rind Individual Directors. Schedule IV to the Companion Act, 2013 provide* IImI IIih performance
evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Directors
being evaluated.

Pursuant to the provisions of the Companies Act. 2013, the Board has carried out annual evaluation of
performance of Directors individually. Board as a whole and following Committees of the Board of Dire ctors

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholder Relationship Committee

Pursuant to the provisions of the Companies Act, 2013. the Board has carried out the annual performance
evaluation of its own performance, the Directors individually as well as the evaluation of the working of its
Audit and Nomination and Remuneration Committee.

An exercise was carried out to evaluate the performance of individual Directors including the Chairman of the
Board, who were evaluated on parameters such as level of engagement and contribution, independence of
judgement safeguarding the interest of the Company etc. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non
Independent Directors was carried out by the Independent Directors who also reviewed the performance of
the Secretarial Department. The Directors expressed their satisfaction with the evaluation process

30. INTERNAL CONTROL.SYSTEM & INTERNAL AUDITORS

The Company has adequate internal control systems and procedures designed to effectively control the
operations. The internal control systems are designed to ensure that the financial and other records are
reliable for the preparation of financial statements. The Company has well designed Standard Operatino
Procedures. ^y

M/s Naveen Upadhyaya 4 Associates, Chartered Accountant has been appointed in Company for the purpose
of Internal Audit ^H

Independent Internal Auditor conducts General Accounting & Statutory Compliance with specified standards
Planned periodic reviews are carried out by Internal Audit. The findings of Internal Audit are reviewed by the
top management and by the Audit Committee of the Board of Directors.

The Audit Committee also met the company’s Statutory Auditors to ascertain their views on the financial
statements, including the Financial Reporting Systems, Compliance to Accounting Policies and Procedures the
adequacy and effectiveness of the Internal Controls and Systems followed by the Company.

31. COST AUDITORS

Company does not appoint cost auditor as the provisions related to Cost Audit is not applicable to the Company

32. PARTICULARS OF REMUNERATION AND EMPLOYEES

Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with
Companies (Appointment and Remuneration uf Managerial Personnel) Rules, 2014, regarding directors and
employees is given in Annexure-3.

Company does not have any subsidiary, juml venluies and associate Companies within the meaning of the
Companies Act, 2013. Therefore the disclosure of particulars with resped lu infui motion related to
performance and financial position of the Subsidiaries, joint ventures or associate Companies subject to rule
8(1) of Companies (Accounts) Rules. 2014 is not applicable.

3*. DETAILS OF SUBSJDJABY/J.01NT VENTURES/ASSOCIATE COMPANIES

1. Names of companies which have become to be its Subsidiaries, joint ventures or associate companies
during the year: N.A.

2. Names of companies which have ceased to be its Subsidiaries, joint ventures or associate companies
during the year: N.A.

35. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review
h SWFAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

36. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its
responsibility Statement:-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit and loss of the company
for that period;

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

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

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.

The Company s Internal Auditors have conducted periodic audits to provide reasonable assurance that
the Company's approved policies and procedures have been followed.

.17 MANARFMFNTDISCUSSION AND ANALYSIS RFPORT

Management Discussion and Analysis Report as required under Regulation 3A of the SEBI Listing Regulations,
is annexed as Annexure- A to this Board Report.

38. acknowledgements

Directors place on record their sincere thanks to bankers, business associates, consultants, and various
Government Authorities for their continued support extended to your Companies activities during the year
under review. Directors also acknowledge gratefully the shareholders for their support and confidence
reposed on your Company.

On order of Board ol Director
For DDR Duildcon Limited

Date; 01.08.2024 Rajesh Gupta VVKA. nu Gupta

Place: New Delhi Managing Director Director

DIN-00163932 ^-"DIN-00163749

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