Your directors have pleasure in presenting the 32nd Annual Report of Bhudevi Infra Projects Limited
(Formerly known as AARVInfratel Limited) together with the Audited accounts for the financial year ended
31st March 2024.

FINANCIAL RESULTS:

The performance of the Company for the financial year ended 31st March 2024 is summarized below:

Financial Results (In Rs. Lakhs)

FINANCIAL PERFORMANCE AND STATE OF COMPANY’S AFFAIRS:

Your Company’s revenue from operations for the Financial Year 2023-24 is Rs.362.15 Lakhs and a Net
Profit of Rs. 91.25 Lakhs as compared to the previous year’s revenue from operations of Rs. 1.95 Lakhs and
a Net Profit of Rs.32.11 Lakhs.

TRANSFER TO RESERVES:

The Company has not proposed to transfer any amount to the reserve for the financial year 2023-24.

DIVIDEND:

In view of the Company’s financial Position, your directors do not recommend Dividend for the financial
year 2023-24.

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.bhudeviproiects.com/

SHARE CAPITAL:

During the financial year 2023-24, there was no change in the share capital of the Company. As on March
31, 2024, 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 2023-24.
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 2023-24.

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.

Directors’ 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 year2023-24 before the
expiry of their tenure.

In compliance with Regulation 26 of the SEBI Listing Regulations, 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 stakeholders’
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, 2024, 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:

Mrs. Pathika B Bhatt (DIN:09488957), Non-Executive 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 2023-24, the Board of Directors of your Company met 8 times, on May 22, 2023
August 14, 2023 August 29, 2023 September 6, 2023 November 14, 2023 December 06, 2023 February 14,
2024 March 05, 2024.

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.

#Mrs. Anitha Sakuru had resigned as Director with effect from the September 06, 2023. Subsequently.

*Mrs. Pathika B Bhatt (DIN: 09488957) has been appointed as Director with effect from the September 06,
2023.

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 mandated in Listing Regulations 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

Mrs. Anitha Sakuru (DIN: 00475947) Non-executive Director of the Company tendered her resignation
letter dated September 06, 2023 due to personal reasons and the same was considered and approved by
the Board of Directors at their meeting held on September 06, 2023.

Mrs. Pathika B Bhatt, (DIN: 09488957) has been appointed as Non-executive Director of the Company
w.e.f., September 06, 2023.

(ii) Key Managerial Personnel
During the year under review:

a) Mrs. Triveni Banda, Company Secretary and Compliance Officer of the Company tendered her
resignation letter dated December 6, 2023 due to personal reasons.

b) Mr. Anand Joshi has been appointed to the office of Company Secretary and compliance officer
of the Company w.e.f., March 5, 2024.

INDEPENDENT DIRECTORS:

During the financial year under review, Independent Directors of the Company have met for one time on
February 14, 2024.

• 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 has been formed in compliance with Regulation 19 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section
178 of the Companies Act, 2013. The main object of this Committee is to identify persons who are
qualified to become directors and who may be appointed in senior management of your Company,
recommend to the Board their appointment and removal and shall carry out evaluation of every Director’s
performance, recommend the remuneration package of both the Executive and the Non-Executive
Directors on the Board and also the remuneration of Senior Management, one level below the Board.
The Committee reviews the remuneration package payable to Executive Director(s), makes appropriate
recommendations to the Board and acts in terms of reference of the Board from time to time.

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 -1 and the Remuneration Policy is posted on the website of your Company
which may be accessed at https://www.bhudeviprojects.com/

The remuneration determined for Executive/Non-Executive Directors is subject to the recommendation
of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non¬
Executive Directors are entitled to sitting fees for the Board/Committee Meetings and profit based
commission. The remuneration paid to Directors and Key Managerial Personnel and all other employees
is in accordance with the Remuneration Policy of your Company.

b) Familiarisation/ Orientation program for Independent Directors:

A formal familiarization program was conducted apprising the directors of the amendments in 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 activities 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
ofjudgment, 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.

COMMITTEES:

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 2023-24, the Audit Committee met four times on May 22, 2023, August 14,
2023, November 14, 2023 and February 14, 2024.

The below table gives the composition and attendance for the meetings of the Audit Committee and
the Company Secretary of the Company act 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: Mrs. Anitha Sakuru had resigned as member with effect from the September 06, 2023.
Subsequently, Mrs. Pathika B Bhatt (DIN: 09488957) has been appointed as member with effect from
the September 06, 2023.

(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, framing
of policies and systems of the Employee Stock Appreciations Rights Plan 2021 and looking after the issues
relating to major HR policies.

(i) Meetings During the Financial Year:

During the financial year 2023-24, the Committee met two times on September 06, 2023 and March
05, 2024

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

Note: Mrs. Anitha Sakuru had resigned as member with effect from the September 06, 2023.
Subsequently, Mrs. Pathika B Bhatt (DIN:09488957) has been appointed as member with effect from
the September 06, 2023.

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

STAKEHOLDERS RELATIONSHIP COMMITTEE:

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

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

(i) MEETINGS DURING THE FINANCIAL YEAR

During the financial year 2023-24, the Committee met two times on May 22, 2023, February 14, 2024.

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: Mrs. Anitha Sakuru had resigned as member with effect from the September 06, 2023.
Subsequently, Mrs. Pathika B Bhatt (DIN:09488957) has been appointed as member with effect from
the September 06, 2023.

The company has registered itself under SEBI Compliant Redressal System (SCORES) for faster and
transparent processing of Investor Grievance. The details of Complaints receive and resolved during
the year is as follows:

There are no outstanding complaints as on March 31, 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:

The Company has complied with the provisions of Sec.186 of the Companies Act, 2013 in respect of the
investments made by the Company. The details of which are provided in note no.4 to the financial statements
of the Company. Further, Company has not provided any loans and given any guarantees during the period
under review.

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:

M/s. MHA & Associates LLP, Chartered Accountants (Firm Registration Number: S200133), vide letter
dated August 14, 2024 have resigned from the position of Statutory Auditors of the Com pany, resulting into
casual vacancy in the office of Statutory Auditors of the Company. the Board of Directors at its meeting held
on September 05, 2024, as per the recommendation of the Audit Committee, subject to approval of
shareholders, have appointed M/s. Samudrala K & Co. LLP, Chartered accountants, Hyderabad (FRN-
S200142), as Statutory Auditors of the Company with effect from September 05, 2024 till ensuing annual
general meeting.

Pursuant to the provisions of Section 139 and other applicable provisions of the Companies Act 2013 read
with the Companies (Audit and Auditors) Rules. 2014, the Board of Directors at its meeting held on September
05, 2024, as per the recommendation of the Audit Committee, have recommended the reappointment of M/
s. Samudrala K & Co. LLP, Chartered accountants, Hyderabad (FRN-S200142), as Statutory Auditors of the
Company to hold office for a period of five years, from the conclusion of the 32^nd AGM till the conclusion of
the 37^th AGM of the Company to be held in the year 2029 at such remuneration plus applicable taxes, and
out of pocket expenses, as may be determined and recommended by the Audit Committee and duly approved
by Board of Directors of the Company.

For above appointments, the Company has received consent letter and eligibility certificate from Samudrala
K & co LLP, Chartered accountants, Hyderabad (FRN-S200142), to act as Statutory Auditors of the Company
along with a confirmation that their appointment, if made, would be within the limits prescribed under the
Companies Act, 2013.

The Statutory Auditors Report does not contain any qualifications, reservations, or adverse remarks or
disclaimer.

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:

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. N. Vanitha, Practicing
Company Secretary (C.P. No.: 10573), Hyderabad, to undertake the secretarial audit of the Company for the
FY 2023-24. The Secretarial Audit Report for the FY 2023-24 is herewith attached as Annexure 7.

Comments of the Board on observations given by the Secretarial Auditor: 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. The company was incompliance with Regulation 6(1A)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Company has
applied for waiver of fine on July 18, 2024. further details are attached as Secretarial Audit Report for the
FY 2023-24 in Annexure - 7.

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 2023-24. 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 32 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, 2024, 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 31,2024 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 2023-24 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, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to
(i) 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 THEIR
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, 2024.

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 an ‘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/

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 2023-24 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.

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.

By the Order of Board of Directors of
Bhudevi Infra Projects Limited
(Formerly known as Aarv Infratel Limited)

Sd/- Sd/-

Bhasker K Bhatt Madhav B Bhatt

Chairman & Managing Director Director

DIN:09463033 DIN:09486950

Date: September 05, 2024
Place: Hyderabad.