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

FINANCIAL SUMMARY/HIGHLIGHTS:

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

(Rs. in Lakhs)

FINANCIAL PERFORMANCE AND STATE OF COMPANY’S AFFAIRS:

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

TRANSFER TO RESERVES:

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

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

DIVIDEND DISTRIBUTION POLICY:

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

SHARE CAPITAL:

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

CHANGE IN NATURE OF BUSINESS, IF ANY:

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

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

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

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

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

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

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

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

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

BOARD OF DIRECTORS:

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

DIRECTOR’S SELECTION, COMPOSITION, APPOINTMENT AND TENURE:

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

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

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

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

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

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

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

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

DIRECTOR RETIRING BY ROTATION SEEKING REAPPOINTMENT:

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

BOARD EVALUATION:

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

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

MEETINGS OF THE BOARD:

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

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

2025.

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

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

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

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

Notes:

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

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

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

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

None of the Directors on the Board:

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

• holds directorships in more than ten public Companies;

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

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

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

(i) Non-Executive Directors

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

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

(ii) Key Managerial Personnel

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

INDEPENDENT DIRECTORS:

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

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

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

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

• All the Independent Directors were present at the meeting.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:

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

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

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

a) Procedure for Nomination and Appointment of Directors:

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

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

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

i. DIRECTOR/ MANAGING DIRECTOR/ WHOLE-TIME DIRECTOR

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

NON-EXECUTIVE DIRECTORS INCLUDING INDEPENDENT DIRECTORS

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

b) Familiarization/ Orientation program for Independent Directors:

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

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

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

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

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

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

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

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

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

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

AUDIT COMMITTEE:

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

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

(i) Meetings during the Financial Year:

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

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

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

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

(i) Terms of Reference:

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

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

NOMINATION AND REMUNERATION COMMIITTEE:

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

(i) Meetings During the Financial Year:

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

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

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

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

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

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

(i) MEETINGS DURING THE FINANCIAL YEAR

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

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

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

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

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS:

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

STATUTORY AUDITORS:

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

INTERNAL AUDITORS:

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

MAINTENANCE OF COST RECORDS:

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

COST AUDITORS:

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

SECRETARIAL AUDITORS:

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS:

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

RELATED PARTY TRANSACTIONS:

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

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

ANNUAL RETURN:

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

DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

b. the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as at March 31, 2025 and of the profit or loss of the Company for
the financial year ended on that date;

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

d. The annual accounts for the year 2024-25 have been prepared on a going concern basis;

e. Proper internal financial controls were in place and that the financial controls were adequate
and were operating effectively;

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

DEPOSITS:

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

LOANS FROM DIRECTORS:

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

CORPORATE GOVERNANCE

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

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

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

REPORTING OF FRAUDS:

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

PARTICULARS OF EMPLOYEES AND REMUNERATION:

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

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

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

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

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

LISTING & TRADING:

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

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

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

HUMAN RESOURCE & INDUSTRIAL RELATIONS:

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

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

INSIDER TRADING REGULATIONS:

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

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

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

CODE OF CONDUCT:

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

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

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

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

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

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

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

GREEN INITIATIVE IN CORPORATE GOVERNANCE:

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

MATERNITY BENEFIT ACT:

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

APPOINTMENT OF THE REGISTRAR & SHARE TRANSFER AGENT:

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

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

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

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

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

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

ACKNOWLEDGEMENTS:

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

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

Sd/- Sd/-

Bhasker K Bhatt Madhav B Bhatt

Chairman & Managing Director Director

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

Place: Hyderabad