Your directors take pleasure in presenting the 33rd Annual Report of Bhudevi Infra Projects Limited(the Company) together with the audited financial statements for the financial year ended March31, 2025.
The financial performance of your Company for the year ended March 31, 2025 is summarizedbelow:
(Rs. in Lakhs)
PARTICULARS
2024-25
2023-24
Revenue from Operations
358.05
362.15
Other Income
0.06
6.28
Total Revenue
358.11
368.43
Total expenses
313.48
246.74
Profit/Loss Before Tax
44.63
121.69
Provision for tax
Current Tax
11.24
30.41
Deferred tax
(0.01)
0.03
Net Profit/(Loss)
33.40
91.25
Your Company’s revenue from operations for the Financial Year 2024-25 is Rs. 358.05 Lakhs and aNet 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.
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 thefinancial year 2024-25.
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Board of Directors ofthe Company had formulated a Dividend Distribution Policy (‘the Policy’). The Policy is availableon the Company’s website https://www.bhudeviprojects.com/
During the financial year 2024-25, there was no change in the share capital of the Company. As onMarch 31, 2025, the Authorized Capital of the Company is Rs. 600 Lakhs and Issued, subscribedand paid-up share Capital is Rs. 458.92 Lakhs.
There has been no change in the nature of business of your Company during the Financial Year2024-25.
Your Company does not have any Subsidiary, Joint venture or Associate Company during the periodunder review.
The provisions of Section 125(2) of the Companies Act, 2013 do not apply to the Company as nodividend has been declared by the Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OFTHE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:
During the period under review, your Company has no material changes and commitments affectingthe financial position of the Company.
The Company has framed a risk management framework to identify, business risk and challengesacross the Company. The risk framework helps us meet the business objectives by aligning operatingcontrols with the mission and vision of the Company. After extensive deliberation on the nature ofrisk and after adequate risk mitigations steps, the business activities are being carried out under thedirect supervision of the Board of Directors of the Company to ensure that no foreseeable riskinvolved in such an activity which may threaten the existence of the Company.
Pursuant to the provisions of Section 135(1) and read with all other applicable provisions of theCompanies 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), corporatesocial responsibility is not applicable to the Company during the financial year 2024-25.
The Board of Directors of the Company is responsible for overseeing the Corporate Governanceframework. 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 riskmanagement. The Board establishes clear roles and responsibilities in discharging its fiduciary andleadership functions and also ensures that the management actively cultivates a culture of ethicalconduct and sets the values to which the organization will adhere.
The Directors of your Company are appointed/ re- appointed by the Board on the recommendationof 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 theDirectors, except the Managing Director and Independent Directors, of your Company, are liable toretire by rotation at the Annual General Meeting (“AGM”) each year and, if eligible, offer theircandidature for re-appointment.
The Executive Directors on the Board have been appointed as per the provisions of the Act and servein accordance with the terms of employment with your Company. As regards the appointment andtenure of Independent Directors, following is the policy adopted by the Board.
• Your Company has adopted the provisions with respect to appointment and tenure of IndependentDirectors which are consistent with the Act and SEBI Listing Regulations.
• In keeping with progressive governance practices, it has resolved to appoint all new IndependentDirectors for two terms upto 5 (Five) years each.
None of the Independent Director(s) of your Company resigned during the financial year 2024-25except Mr. Yerrapragada Mallikarjuna Rao before the expiry of their tenure.
In compliance with Regulation 26 of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015, none of the Directors is a member of more than10 (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) committeesand chairperson of more than 5 (five) committees (committees being, audit committee andstakeholder’s relationship committee) across all the companies in which he/she is a director. All theDirectors have made necessary disclosures regarding committee positions held by them in othercompanies.
The Board comprises an optimum combination of Executive, Non-Executive & Independent Directorand 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 Boardhas 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:
Name of the Director
Designation
Mr. Bhasker K Bhatt
Managing Director
Mr. Madhav B Bhatt
Executive Director
Mr. Hari Prasad Puttumurthi
Independent Director
Mr. Parth Arvind Joshi
Mrs. Pathika B Bhatt
Non-Executive Director
Mr. Madhav B Bhatt (DIN: 09486950), Director is liable to retire by rotation at the ensuing AnnualGeneral Meeting and seeking reappointment, be re-appointed by the shareholders.
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that theBoard shall monitor and review the Board evaluation framework. The Companies Act, 2013 statesthat a formal annual evaluation needs to be made by the Board of its own performance and that of itscommittees and individual directors. Schedule IV of the Companies Act, 2013 states that theperformance 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 corporategovernance requirements as prescribed by Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”) and the board ofdirectors of the Company had carried out an annual evaluation of its own performance, boardcommittees and individual directors pursuant to the provisions of the Act.
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.
Director
Category
No. ofotherDirec-torship(s)
Number ofMembership(s) $/Chairmanship(s)$$ ofCommittees in otherCompanies as on31.03.2025
No. ofBoardMeetingsattended
Whetherattended thelast AGM(Yes/ No)
Parth ArvindJoshi
Non-Executive
Independent
0
3
No
Hari PrasadPuttumurthi
6
Yes
Bhasker KBhatt
Managing
Madhav BBhatt
Executive
Pathika BBhatt*
Yerrapragada
Mallikarjuna
Rao#
2
1. GVR Infra Projects Ltd• Member of AuditCommittee
4
#Mr. Yerrapragada Mallikarjuna Rao had resigned as Independent Director with effect from theJanuary 01, 2025.
*Mr. Parth Arvind Joshi (DIN: 08765054) has been appointed as Independent Director with effectfrom the September 28, 2024.
$Excludes Directorships in Private Limited Companies, Foreign Companies and Section 8 Companies.
$$Only Audit Committee and Stakeholders Relationship Committee have been considered in termsof 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 17Aof the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. None of theDirectors are related to each other.
Independent Director Means Director as defined in SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. All the IndependentDirectors 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 committeesacross 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 whoare the Executive Directors serves as ID in more than three listed entities. All the Directors ofthe Company are appointed/re-appointed by the Shareholders on the basis of recommendationsof the Board and Nomination and Remuneration Committee.
The Board of directors of your Company has an optimum combination of Executive, Non-Executiveand Independent Directors including Women Director.
Mr. Yerrapragada Mallikarjuna Rao (DIN:00905266) Non-executive Independent Director ofthe Company has resigned on January 01, 2025 due to personal reasons and the same wasconsidered 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 IndependentDirector of the Company w.e.f., September 28, 2024.
During the year under review, there were no changes in the Key Managerial Personnel howeverMr. Anand Joshi has been resigned w.e.f. May 20, 2025 from the office of Company Secretaryand Compliance officer of the Company.
During the financial year under review, Independent Directors of the Company have met once onFebruary 14, 2025 for the following:
• Evaluation of the performance of Non-Independent Directors and the Board of Directors as awhole;
• Evaluation of the performance of the Chairman of the Company, taking into account the viewsof the Executive and Non-Executive Directors;
• Evaluation of the quality, content and timelines of flow of information between the Managementand the Board that is necessary for the Board to effectively and reasonably perform its duties;
• All the Independent Directors were present at the meeting.
All Independent Directors have given declarations that they meet the criteria of independence aslaid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015. They have also complied with theCode 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 DisclosureRequirements) Regulations, 2015 and Independent Directors are independent of management.
a) Procedure for Nomination and Appointment of Directors:
The Nomination and Remuneration Committee will recommend the remuneration in whateverform/fee to be paid to the Managing Director, Whole-time Director, other Directors, KeyManagerial Personnel and Senior Management Personnel to the Board for their approval.
The level and composition of remuneration/fee so determined by the Committee shall bereasonable and sufficient to attract, retain and motivate directors, Key Managerial Personneland Senior Management. The relationship of remuneration/fee to performance should be clearand meet appropriate performance benchmarks. The remuneration should also involve a balancebetween fixed and incentive pay reflecting short and long-term performance objectivesappropriate to the working of the Company and its goals.
On the recommendation of the Nomination and Remuneration Committee, the Board hasadopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel andother Employees pursuant to the provisions of the Companies Act, 2013 and SEBI ListingRegulations and the same is enclosed as Annexure - I and the Remuneration Policy is postedon the website of your Company which may be accessed at https://www.bhudeviprojects.com
Besides the above Criteria, the Remuneration/ compensation/ commission/ fee/ incentives tobe paid to Director/ Managing Director/ Whole-Time Director shall be governed as perprovisions of the Companies Act, 2013 and rules made thereunder or any other enactment forthe time being in force.
The Non-Executive Directors (including Independent Directors) may receive remuneration by wayof sitting fees for attending meetings of Board or Committee thereof. Provided that the amount ofsuch fees shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules madethereunder or any other enactment for the time being in force.
A formal familiarization program was conducted apprising the directors on the provisions ofthe Companies Act, rules prescribed thereunder, SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 and all other applicable laws to your Company. All thedirectors 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 tothe Board of Directors, from time to time. The objective of the program is to familiarizeIndependent Directors on the Board with the business of your Company, industry in whichyour Company operates, business model, challenges etc. through various programs such asinteraction with experts within your Company, meetings with our business leads and functionalheads on a regular basis.
The details of such familiarization programs for Independent Directors are posted on thewebsite of your Company which may be accessed at https://www.bhudeviprojects.com/
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, the Board has carried out the annual performance evaluation ofits 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 theDirectors, covering various aspects of the Board’s functioning such as adequacy of the compositionof 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 includingthe Chairman of the Board, who were evaluated on parameters such as level of engagement andcontribution, independence of judgment, safeguarding the interest of your Company and its minorityshareholders etc. The performance evaluation of the Independent Directors was carried out by theentire Board, excluding the Independent Director being evaluated.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, theBoard as a whole and the Chairman of your Company was evaluated, taking into account the viewsof the Executive Directors & Non-Executive Directors. The Nomination and Remuneration Committeereviewed the performance of individual directors on the basis of criteria such as the contribution ofthe individual director to the Board and Committee meetings like preparedness on the issues to bediscussed, meaningful and constructive contribution and inputs in meetings, etc. The Directorsexpressed their satisfaction with the evaluation process.
The Committees of the Board focus on certain specific areas and make informed decisions in linewith the delegated authority.
The following Committees constituted by the Board function according to their respective roles anddefined scope:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
The management is responsible for the Company’s internal controls and the financial reportingprocess while the statutory auditors are responsible for performing independent audits of theCompany’s financial statements in accordance with generally accepted auditing practices and forissuing reports based on such audits. The Board of Directors has constituted and entrusted the AuditCommittee with the responsibility to supervise these processes and thus ensure accurate and timelydisclosures 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 CompaniesAct, 2013 and Listing Regulations.
The Audit Committee comprises of Independent Directors and Non-Executive Directors. All membersof 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 Committeeand 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 AuditCommittee is as follows:
S.
No.
Name
Position
Number of meetings duringthe financial year
Held
Attended
1
Chairman
5
Member
(entitled for2 meetings)
Mr. Yerrapragada Mallikarjuna Rao
(entitled for4 meetings)
Note: Mr. Yerrapragada Mallikarjuna Rao resigned as Independent Director with effect from theJanuary 01, 2025 and Mr. Parth Arvind Joshi was appointed as Independent Director with effectfrom the September 28, 2024.
The terms of reference of the Audit Committee are formulated pursuant to the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015entered into with Stock Exchange read with Section 177 of the Companies Act, 2013 and includessuch 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 formspart of this report.
The Board has constituted Nomination & Remuneration Committee consisting of two IndependentDirectors and one Non-Executive Director. The terms of reference of the Committee covers evaluationof compensation and benefits for Executive Director(s), Non-Executive Director(s), SeniorManagement Employees.
During the financial year 2024-25, the Committee met two times on September 05, 2024 andJanuary 09, 2025.
The below table gives the composition and attendance of the Nomination & RemunerationCommittee and the Company Secretary of the Company acting as the secretary of the Committee.
(entitled for1 meetings)
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 IndependentDirectors and a Non-Executive Director.
The Stakeholders Relationship Committee is empowered to perform the functions of the Boardrelating to handling of stakeholder’s queries and grievances.
The below table gives the composition and attendance record of the Stakeholders RelationshipCommittee. The Company Secretary of the Company act as the secretary of the Committee andalso designated as Compliance Officer.
The brief terms of reference of the Stakeholders Relationship Committee are provided in Annexure-4 which forms part of this report.
The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earningsand 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.
There were no loans, guarantees or investment made by the company under section 186 of theCompanies Act 2013, during the financial year 2024-25.
Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexedas Annexure - 6 to this report.
In terms of section 139(1) of the Companies Act, 2013, M/s. Samudrala K & Co. LLP, Charteredaccountants, Hyderabad (FRN-S200142) were appointed as the Statutory Auditors of the Companyat 32nd AGM for a period of 5 years till the conclusion of 37th AGM by the members of the Companyto be held in the year 2029.
The Board of Directors based on the recommendation of the Audit Committee have re-appointedSwati Doogar & Co., Chartered Accountants, Hyderabad, as the Internal Auditors of your Company.
The maintenance of cost records as specified by the Central Government under sub-section (1) ofsection 148 of the Companies Act, 2013, is not applicable to the Company and accordingly suchaccounts and records are not required to be made and maintained.
The appointment of Cost Auditors as specified under sub-section (1) of Section 148 of the CompaniesAct, 2013, is not applicable to the Company.
During the year under review, the Company has complied with the provisions of Section 204 of theAct and Regulation 24A of the Listing Regulations. The Secretarial Audit Report for the financialyear 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 fora period of 5 years i.e. from FY 2025-26 to FY 2029-30 subject to approval of the shareholders at theensuing Annual General Meeting.
Your Company has devised proper systems to ensure compliance with the provisions of all theapplicable Secretarial Standards issued by the Institute of Company Secretaries of India and thatsuch systems are adequate and operating effectively. During the year under review, your Companyhas complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.
There are no related party transactions as specified under section 188 of the Companies Act, 2013and rules made thereunder during the financial year 2024-25. There are no materially significantrelated party transactions made by the Company with Promoters, Directors, Key Managerial Personnelor other designated persons which may have a potential conflict with the interest of the Company atlarge except the loan taken from director as disclosed in note 33 of financial statements of theCompany.
The policy on related party transactions and dealings in related party transactions, as approved bythe Board is available on the website which may be accessed at https://www.bhudeviprojects.com/.
In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in theprescribed format i.e. Form MGT-7 is placed on the website of your Company which may be accessedat https://www.bhudeviprojects.com/.
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that to the best oftheir 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, theapplicable accounting standards have been followed along with proper explanation relating tomaterial departures;
b. the directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at March 31, 2025 and of the profit or loss of the Company forthe financial year ended on that date;
c. Proper and sufficient care for the maintenance of adequate accounting records in accordancewith these provisions of the Act for safeguarding the assets of the Company and for preventingand 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 adequateand were operating effectively;
f. Devised proper systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
Your Company has not accepted any deposits within the meaning of Section 73 of the CompaniesAct, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.
During the Financial Year, the Company has received unsecured loans from directors which are asspecified in Note No.11 and Note No.32 to the financial statements of the Company.
Since the paid-up capital of the Company is less than Rs. 10 Crores and the net worth of the Companyis 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 ofSchedule V of the Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015, are not applicable to the Company.
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunderand the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implementedthrough 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 employeesand Directors who avail the mechanism and also provides for direct access to the Chairman of theAudit Committee. The details of the Policy is available on the website of your Company which maybe accessed at https://www.bhudeviproiects.com/
The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner byadopting highest standards of professionalism, honesty, integrity and ethical behaviour. All theemployees of your Company are covered under the Whistle Blower Policy.
During the year under review, there was no instance of fraud, which required the Statutory Auditorsto report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013and the rules made thereunder.
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014 and as amended in respect of our employees,is attached herewith and marked as Annexure- 8.
During the financial year under review, no significant or material orders were passed by the regulatorsor 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 THEINSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITHTHETR 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 onMarch 31, 2025.
Our Equity Shares are listed on BSE Limited, Mumbai. The listing fee for the FY 2024-25 has beenduly paid.
The Company has in place proper and adequate internal control systems commensurate with thenature of its business, and size and complexity of its operations. Internal control systems comprisingof policies and procedures designed to ensure reliability of financial reporting, timely feedback onachievement of operational and strategic goals, compliance with policies, procedure, applicablelaws and regulations, and that all assets and resources are acquired are used economically.
Your Company continues to foster a culture of fair management practices, endeavouring to providea congenial work environment. It consistently invests in its human assets to recruit, train and retainhigh-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 employeeswith extensive industry insight - a key cornerstone in the organization’s success.
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 (ThePIT Regulations).
The Code is applicable to Promoters, Member of Promoter’s Group, all Directors and such DesignatedEmployees who are expected to have access to unpublished price sensitive information relating tothe Company. The Company Secretary is the Compliance Officer for monitoring adherence to theSEBI (Prohibition of Insider Trading) Regulations, 2015.
The Company has also formulated ‘The Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information (UPSI)’ in compliance with the SEBI (PIT) AmendmentRegulations, 2018. This Code is displayed on the Company’s website https://www.bhudeviproiects.com/
The Company has laid down a “Code of Business Conduct and Ethics” for the Directors and theSenior Management Personnel. The Board has also approved a Code of Conduct for the Non-ExecutiveDirectors of the Company, which incorporates the duties of Independent Directors as laid down inSchedule IV of Companies 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 andhas adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplacein line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibitionand 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
The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance byallowing paperless compliances by the Companies and permitted the service of Annual Reports anddocuments to the shareholders through electronic mode subject to certain conditions and yourCompany continues to send Annual Reports and other communications in electronic mode to themembers who have registered their email addresses with your Company/RTA.
The Company is committed to ensuring a safe, inclusive, and supportive work environment for allemployees. The Company has complied with the provisions of the Maternity Benefit Act, 1961, andextends all benefits and protections under the Act to eligible employees. Adequate internal policiesand procedures are in place to uphold the rights and welfare of women employees in accordancewith the applicable laws.
Venture Capital and Corporate Investments Private Limited is the Registrar & Share Transfer Agentof the Company. Members may contact the RTA for resolving any query related to shares or foreffecting transfer of shares, etc.
Name of Registrars & Transfer Agent
Venture Capital and Corporate Investments Pvt. Ltd.,
Address
“AURUM”, D No.4-50/P-II/57/4F & 5F,
4th & 5th Floors, Plot No.57, JayabheriEnclave Phase - II, Gachibowli, Serilingampally,Hyderabad - 500 032, Ranga Reddy Dist., Telangana.
Phone
040-23818475/476
Website
www.vccipl.com
Email
investor. relations@vccipl.com
There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in theirreport.
Following are the comments of the Board on observations made by Secretarial Auditors in theirReport: -
We have received your mail from BSE on June 12th and June 13th, 2024 stating Non-compliancewith requirement to appoint a qualified company secretary as the compliance officer under Regulation6 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. We hereby informyou that Mrs. Triveni Banda (Membership No. A68042) was resigned on December 06, 2023 andMr. Anand Joshi (Membership No. A73084) was appointed as Company Secretary and ComplianceOfficer 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 notlater 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 thecompany and the Company is in compliance with the requirement of Regulation of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015. Further, the Company has made thepayment of fine of Rs.30,680/- levied by the stock exchange.
Your directors sincerely thank the bankers, business associates, consultants and various governmentauthorities for the continued support extended by them to the Company during the year underreview. Your directors also acknowledge the support of the shareholders and confidence reposed bythem in your Company and place on record their appreciation and gratitude for the same.
Sd/- Sd/-
Chairman & Managing Director Director
Date: September 03, 2025 DIN:09463033 DIN:09486950
Place: Hyderabad