Your Directors are pleased to present the fortieth (40th) Annual Report of the Company’s business and operations,together with the audited financial statements and Independent Auditors Report thereon for the financial year endedMarch 31,2025.
The financial statements for the financial year ended March 31,2025, forming part of this Annual Report, have beenprepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.
Key highlights of financial performance of your Company for the financial year 2024-25 are provided below:
Particulars
31.03.2025
(Audited)
31.03.2024
Revenue from Operations
82.62
255.75
Other Income
0.85
24.15
Total Income
83.47
279.90
Employee Benefit Expense
10.12
11.80
Finance Cost
27.08
24.75
Depreciation and Amortization Expenses
105.24
104.74
Other Expenses
36.19
31.40
Total Expenses
178.63
172.69
Profit / (Loss) before Tax & Exceptional Items
(95.17)
107.21
Exceptional items
-
Profit before tax
Tax Expense
(30.86)
19.94
Profit before Comprehensive income
(64.31)
87.27
Other Comprehensive Income
Profit/(Loss) for the Year
EPS
(0.58)
0.79
During the year under review, The Company has not transfer any amount under the head Reserve in the FinancialStatements for the Financial Year ended March 31, 2025.
There was no change in the nature of business of the Company during the financial year ended on March 31,2025.
In view of losses incurred during the period under review, the Board of Directors has not recommended any dividendfor Financial Year 2024-25.
As per Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority(Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, all the shares in respect towhich dividend has remained unclaimed/unpaid for a period of seven consecutive year or more are required totransfer in the name of IEPF, but the company is not required to be transferred any amount to the IEPF establishedby the Central Government as the company has not declared any dividend for any financial year.
During the year under review, the Company’s Revenue from Operations is Rs. 82.62 Lacs as compared with Rs.
255.75/- Lacs- in the previous financial year. The Company has incurred loss during the year (i.e. 2024-2025) ofRs. 64.31 Lacs as compared to profit of Rs. 87.27/- Lacs in the Previous Year (i.e. 2023-2024).
The Company continued to operate in the business of Real Estate on several financial and corporate issues andthere was no change in business activities. There are no material changes or commitments affecting the financialposition of the company which have occurred between the end of the financial year and the date of this Report.
During Financial Year 2024-25, there was no change in the authorised share capital and Paid share Capital of theCompany.
The Share Capital Structure of the Company is categorized into two classes^
S. No
Equity Shares
1% Non ConveritbleNon-Cumulative RedeemblePreference Shares
1.
Authorised Share Capital
1,10,00,000
15,00,000
2.
Paid Up Share Capital
3.
Value per Share
10
During the period under review, your company has not raised any funds through public issue, rights issue, bonusissue or preferential issue etc. and has neither issued any shares with differential voting rights nor issued anysweat equity shares.
The equity shares of the Company are admitted to the depository system of National Securities Depository Limited(NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March, 2025, 1,00,12,214 EquityShares representing 91.020 % of the Equity Share Capital of the Company are in dematerialized form. The EquityShares of the Company are compulsorily traded in dematerialized form as mandated by the Securities andExchange Board of India (SEBI). The International Securities Identification Number (ISIN) allotted to the Companywith respect to its Equity Shares is INE578L01014.
The Equity shares of the Company are listed on BSE Limited.
As per the directive of the Securities & Exchange Board of India, the Reconciliation of Share Capital Audit wascarried out on quarterly basis for the quarter ended June 30th, 2024, September 30th, 2024, December 31st, 2024and March 31st, 2025 by a Company Secretary in Practice. The purpose of the audit was to reconcile the totalnumber of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited(CDSL) and in physical form with respect to admitted, issued and paid up capital of the Company.
The aforesaid Reports of Reconciliation of Share Capital were submitted to the BSE Limited, where the equityshares of the Company are listed.
The Financial Statement of the Company for the FY 2024-2025 are prepared in compliance with the applicableprovisions of the Act, Accounting Standards and other applicable provisions of the companies Act, 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the SEBI (ListingRegulation).
The Audited Financial Statement along with Auditor Report for the FY 2024-2025 into consideration have beenannexed to the Annual Report and also made available on the website of the Company which can be accessedat https://adhbhutinfra.in/.
During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
During the previous year, the company shifted its registered office from the State of Delhi to the State of Haryana.This change was noted by the Board of Directors at their meeting held on 4th April 2024.
The Board met six (6) times during the FY 2024-25. The details of composition of Board of Directors and itsCommittees, meetings held during the year and other relevant information are included in the Corporate GovernanceReport, which forms part of this Annual Report. The intervening gap between any two meetings was within theperiod prescribed by the Companies Act, 2013 & SEBI (Listing Obligations and Disclosures Requirements)Regulations, 2015 read with relevant relaxations granted by Ministry of Corporate Affairs (MCA) and Securities andExchange Board of India (SEBI).
The Audit committee met Four (4) times during the FY 2024-25, Nomination and Remuneration Committee met Two(2) times during FY 2024-25 and Stakeholder Relationship Committee met once during the FY 2024-25. The detailsof composition of Committees, meetings held during the year and other relevant information are included in theCorporate Governance Report, which forms part of this Annual Report. The intervening gap between any twomeetings was within the period prescribed by the Companies Act, 2013 & SEBI (Listing Obligations andDisclosures Requirements) Regulations, 2015 read with relevant relaxations granted by Ministry of Corporate Affairs(MCA) and Securities and Exchange Board of India (SEBI).
All arrangements/ transactions entered into by the Company with its related parties during the year were in theordinary course of business and on an arm’s length basis. During the year, the Company has not entered into anyarrangement/transaction with related parties which could be considered material in accordance with the Company’sPolicy on Related Party Transactions, read with the Listing Regulations and the disclosure of related partytransactions In accordance with Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of Companies(Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is attached as Annexure I to this Report.
Details of the Related Party Transactions, as required under Listing Regulations and the relevant AccountingStandards are given in Note No. 27 to the Financial Statements.
The Related Party Transaction Policy is available on the Company’s website under the web link www.adhbhutinfra.in.
M/s Chatterjee & Chatterjee, (Firm Registration No. 001109C), Chartered Accountants, were appointed as StatutoryAuditors of the Company for a period of five years by the members of the Company and they will continue to holdoffice till the conclusion of the 42nd AGM to be held in the year 2027.
The Statutory Auditors’ Report on the Standalone Financial Statements of the Company for the financial year endedMarch 31,2025 forms part of this Annual report and the observations of the Statutory Auditors, when read togetherwith the relevant notes to accounts and accounting policies are self-explanatory and therefore do not call for any
26 | ADHBHUT INFRASTRUCTURE LIMITED
further comments. The Audit report for the FY 2024-25 does not contain any qualification or adverse remarks.
During the year, the Statutory Auditors had not reported any matter under Section 143(12) of the Companies Act,2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s S Khurana andAssociates, Practicing Company Secretaries (CP No. 13212) to undertake the Secretarial Audit of the Companyfor the Financial Year ended on March 31,2025. The Secretarial Audit Report in Form MR-3 is annexed herewithas Annexure II, which forms an integral part of this report.
During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Companies Act,
2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.
The said report contain following observations on which management comments are as under:
The composition of Board of Directors and committees thereof of the Company was generally constituted. Thereare adequate systems and processes found in the Company commensurate with the size and operations to monitorand ensure compliance with applicable laws, rules, regulations and guidelines. However, there is business revenuein the Company, total income comprises of income from real estate activities.
As per the records, the Company has generally filed all the forms, returns, documents and resolutions as wererequired to be filed with the Registrar of Companies and other authorities and all the formalities relating to the sameis in compliance with the Act, subject to the observation(s) in this report.
We at Adhbhut have done the compliances as per all the applicable laws and will continue to do the same.Secretarial Compliance Report
Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, M/s S Khurana and Associates, Company Secretaries in practice has given the SecretarialCompliance Report of the Company for the financial year 2024-25.
During the period under review, provision regarding the appointment of Cost Auditor & maintaining the Cost Recordspursuant to the provision of Section 148 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules,
2014, is not applicable on the company
Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the rules made there under, theBoard of Directors had appointed M/s Ritu Jain & Co., Practicing Chartered Accountants (FRN: 013529N) toundertake the Internal Audit of the Company for the Financial Year ended on March 31, 2025.
During the year under review as on March 31, 2025, the company does not have any subsidiary, Joint Ventureand associates company.
The Directors adhere to the requirements set out by the Securities and Exchange Board of India’s CorporateGovernance practices and have implemented all the stipulations prescribed. Secretarial compliances, reporting,intimations etc. under the Companies Act, 2013, SEBI Regulations and other applicable laws, rules and regulationsare noted in the Board/Committee Meetings from time to time. The Company has implemented several bestcorporate governance practices.
The Corporate Governance Report as stipulated under Regulation 34(3) and other applicable Regulations read withPart C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part ofthis Report.
As on 31.03.2025, Composition of Board and KMPs were as under:
NAME
DESIGNATION
Mr. Mr. Anubhav Dham
Managing Director
Mr. Manoj Kumar
Non-Executive & Independent Director
Ms. Rajiv Kapur Kanika Kapur
Independent Director
Mr. Srikant
Mr. Sanjay Sharma
Mr. Amman Kumar
Non-Executive & Non-Independent Director
Mr. Subir Kumar Mishra
Chief Financial Officer
Appointments & Cessations during the Financial Year 2024-25:
SR. NO.
CHANGE
Mr. Vipul Gupta
Resigned from the Position of Non-
Executive- Independent Director on
June 25, 2025 due to personal
Mr. Vipul Gupta has resigned from the Position of Independent director of the Company as on June 25, 2024 dueto personal reasons and Board places on record its appreciation for their continuous support, guidance andcontribution during their tenure as an Independent Directors on the Board of the Company.
There was no material reason regarding the resignation of the Independent Directors and the confirmation regardingthe same as received from the Independent Director was already submitted at www.bseindia.com.
Appointments & Cessations after the end of Financial Year i.e., March 31, 2025 till the date of this Report:
1
Ms. Shivani Dixit
Company Secretary &Compliance Officer
Appointed as Company Secretary &Compliance Officer w.e.f. May 29,2025.
Additional Director
(Non-Executive -
Non Independent Director)
Resigned from the Position of Non¬Executive- Non Independent Directoron June 5, 2025 due to personalreasons
Mr. Mahir Bhadani
Non- Executive -Independent Director
Appointed as Non-Executive &Independent Director on the Boardof the Company with effect fromJune 17, 2025
Mr. Amman Kumar has resigned from the Position of Non-Executive director of the Company as on June 5, 2025due to personal reasons and Board places on record its appreciation for their continuous support, guidance andcontribution during their tenure as Non-Executive Directors on the Board of the Company.
There was no material reason regarding the resignation of the Non-Executive Directors and the confirmationregarding the same as received from the Non-Executive Director was already submitted at www.bseindia.com.
The Company has received disclosures from all the Independent Directors that they fulfill conditions specified underSection 149(6) of Companies Act, 2013 and Regulation 16(1) (b) of SEBI (LODR) Regulations, 2015 and areIndependent of the Management. Based on the declarations received from the Independent Directors, the Boardof Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)
(b) of the SEBI (LODR) Regulations, 2015 and possess high integrity expertise and experience including theproficiency required to discharge the duties and responsibilities as Directors of the Company.
All the Independent Directors of the Company as on 31.03.2025 have registered themselves in the data bank ofIndependent Directors pursuant to the provisions of the Companies (Appointment & Qualifications of Directors)Rules, 2014. The details of Independent Director’s meeting have been included in the Corporate Governance Reportforming part of Annual Report.
Independent Directors meet at least once in a financial year without the presence of Executive Directors orManagement Personnel. Such meetings are conducted to enable the Independent Directors to discuss matterspertaining to the Company’s Affairs and put forth their views. During the year under review, one meeting of thetdependentDiBcfcas was hed. cn 13h February, 2025 where all the independent directors were present.
In accordance with the provisions of Section 152 of the Act, Mr. Anubhav Dham (DIN: 02656812), Non-Executive,Non Independent Director of the Company is retiring by rotation from the position of Director, at the ensuing AnnualGeneral Meeting and is eligible for reappointment.
During the financial year under review, neither any application is made by the Company, nor is any proceedingpending against the Company under Insolvency and Bankruptcy Code, 2016.
The Board confirms that, during the period under review, the Company has complied with the applicable SecretarialStandards issued by the Institute of Company Secretaries of India (ICSI) as amended from time to time.
Pursuant to the requirement under section 134(5) of the Companies Act, 2013, with respect to Directors’Responsibility Statement, it is hereby confirmed that:
a. In the preparation of the annual accounts, the applicable accounting standards have been followed along withproper explanation relating to material departures;
b. The Directors have selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit and loss of the Company for that period;
c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;
d. The Directors have prepared the annual accounts on a going concern basis; and
e. The Directors, have laid down internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and operating effectively;
f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable lawsand that such systems are adequate and operating effectively.
As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meetingof the Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015. Your Company has adopted a familiarization programme for Independent Directors to familiarisethem with the Company, their role, rights, responsibilities in the Company, nature of the industry in which theCompany operates, business model, management structure, industry overview, internal control system andprocesses, risk management framework, functioning of various divisions and HR Management etc.
Your company aims to provide the insight into the Company to its Independent Directors enabling them to contributeeffectively. The Company arranges site visit for the Directors, giving them insight of various projects and Directorsare also informed of various developments relating to the industry on regular basis and are provided with specificregulatory updates from time to time.
Details of the familiarization programme of the Independent Directors are available on the website of the Companywww.adhbhutinfra.in.
The Company has devised a policy for performance evaluation of Independent Directors, Chairman, Board, BoardCommittees and other Individual Directors, which include the criteria for performance evaluation of the Non¬Executive Directors and Executive Directors.
Based on the policy for performance evaluation of Independent Directors, the Board, Board Committees and otherindividual Directors, a process of evaluation was followed by the Board for its own performance and that of itsCommittees and individual Directors.
The statement indicating the manner, in which, formal annual evaluation of the Directors, the Board and Board levelCommittees was carried out, are given in detail in the report on Corporate Governance, which forms part of thisAnnual Report. The Nomination & Remuneration policy may be accessed on the Company’s website atwww.adhbhutinfra.in.
Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration Committee of the Boardhas framed a policy for selection and appointment of Directors and senior management personnel, which inter aliaincludes the criteria for determining qualifications, positive attributes and independence of a Director(s)/ KeyManagerial Personnel and their remuneration. The nomination and remuneration policy is available on the websiteof the Company (www.adhbhutinfra.in).
The Company has in place adequate financial control system and framework in place to ensure: -
1. The orderly and efficient conduct of its business;
2. Safeguarding of its assets;
3. The prevention and detection of frauds and errors;
4. The accuracy and completeness of the accounting records; and
5. The timely preparation of reliable financial information.
The same is subject to review periodically by the internal auditor for its effectiveness. The management hasestablished internal control systems commensurate with the size and complexities of the business.
The internal auditors of the company checks and verifies the internal control and monitors them in accordance withpolicy adopted by the company. The Board regularly reviews the effectiveness of controls and takes necessarycorrective actions where weaknesses are identified as a result of such reviews. This review covers entity levelcontrols, process level controls, fraud risk controls.
The internal control manual provides a structured approach to identify, rectify, monitor and report gaps in the internalcontrol systems and processes. To maintain its objectivity and independence, the internal audit function reportsto the chairman of the Audit Committee and all significant audit observations and corrective actions are presentedto the Committee. Accordingly, the Board is of the opinion that the Company’s internal financial controls wereadequate and effective during FY 2024-25.
Pursuant to Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 andSection 134(3)(a) of the Companies Act, 2013, the copy of Annual Report in form MGT-7 is available at the officialwebsite of the Company i.e. www.adhbhutinfra.in.
As the Company is not having net worth of rupees five hundred Crores or more, or turnover of rupees one thousandcrores or more or a net profit of rupees five crores or more during any financial year, the Company is not requiredto comply with the provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of theCSR Committee and undertaking of Social Expenditure as required under the said Section.
Your Company is engaged in the business of providing infrastructure facilities i.e. housing, real estate developmentetc. The provisions of Section 186 of the Companies Act, 2013 are not applicable on the Company except subsection (1). The Company is in compliance of the provisions of sub section (1) of Section 186 of the CompaniesAct, 2013.
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Aseparate section on Management Discussion and Analysis for the year ended March 31, 2025 forms an integralpart of this Annual Report.
Pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014, details of the Employees are set out inAnnexure III.
Provisions of Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014pertaining to Conservation of Energy, Research & Development, Technology Absorption are not applicable to theCompany.
During the period under review, the Company has neither earned or expense any foreign currency.
The requisite Certificate received from the Secretarial Auditors of the Company, M/s S. Khurana & Associates, inrespect of compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3) read withClause E of Schedule V of the SEBI (LODR) Regulations, 2015, is attached and forms part of the Annual Report.
During the period under review, the Directorate of Enforcement, Gurugram, under Section 5 of Prevention of MoneyLaundering Act, 2002 has passed an order to attach the Shares or any other Securities held directly or indirectlyby Promoter/Promoter Group of the Company on Provisional Basis.
The said Order does not have any impact on the Operations or financial position of the Company.
In view of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, yourCompany has adopted the code of conduct to regulate, monitor & report insider-trading activities. The said codeis available on website of the Company i.e. www.adhbhutinfra.in. All Board of Directors and the designated personhave confirmed compliance with the code.
The Company has formed a Whistle Blower Policy for establishing a Vigil Mechanism for Directors and Employeesin Compliance with Section 177(9) of the Act and Regulation 22 of the SEBI (Listing Obligations and DisclosureRequirements).
Regulations, 2015 to report genuine concerns regarding unethical behavior and mismanagement, if any. It aims atproviding avenues for employees to raise complaints and to receive feedback on any action taken and seeks toreassure the employees that they will be protected against victimization and for any whistle blowing conducted bythem in good faith. The policy is intended to encourage and enable the employees of the Company to raises seriousconcerns within the organization rather than overlooking a problem or handling it externally.
The Company is committed to the highest possible standard of openness, probity and accountability. It containssafe guards to protect any person who uses the Vigil Mechanism by raising any concern in good faith. TheCompany protects the identity of the whistle blower, if the whistle blower so desires, however the whistle blowerneeds to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. Themechanism provides for a detailed complaint and investigation process.
If circumstances so require, the employee can make a complaint directly to the Chairman of the Audit Committee.The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatorypractice. The said Whistle Blower Policy has been disseminated on the Company’s website at www.adhbhutinfra.in.
During the period under review, The Company has placed an Anti-Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act,2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the period2024-25, no complaints was received by the committee.
The Company has developed and implemented a Risk Management framework. The details of elements of risk areprovided in the Management Discussion and Analysis Report attached as annexure to this Annual Report.
Your Company always endeavors to promptly respond to shareholders’ requests/grievances. Each and every issueraised by the shareholders is taken up with utmost priority and every effort is made to resolve the same at theearliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressal ofinvestors’ grievances.
Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with applicable rules, the Board ofDirectors hereby states that the Company has duly complied with the provisions of the Maternity Benefit Act, 1961,as amended from time to time.
The Company ensures that all eligible women employees are extended maternity benefits in accordance with theprovisions of the Act, including paid maternity leave, medical bonus, protection from dismissal during maternityleave, and provision of creche facilities (where applicable). The Company maintains a workplace that is inclusive,supportive, and in full compliance with applicable labor laws.
The internal policies and procedures of the Company are regularly reviewed to ensure adherence to statutoryrequirements and to support the wellbeing of women employees during maternity and post-maternity periods.
Your Directors would like to express their sincere appreciation for assistance and co-operation received from thevendors and stakeholders including financial institutions, banks, Central & State Government Authorities, otherbusiness associates, who have extended their valuable sustained support and encouragement during the year underreview.
Your Directors are thankful to the shareholders and customers for their continued patronage. Your Directors alsocommend the continuing commitment and dedication of the employees at all levels, which has been critical for theCompany’s success. The Directors look forward for their continued support in future.
Anubhav Dham
Date : 12.08.2025 DIN: 02656812
Place: Gurugram (Chairman cum Managing Director)