To,

The Members of

Adhbhut Infrastructure Limited

Your Directors are pleased to present the Thirty-Eighth (38th) Annual Report
of the Company s business and operations, together with the audited financial statements
and Independent Auditors Report thereon for the financial year ended March 31, 2023.

1. FINANCIAL PERFORMANCE


The financial statements for the financial year ended March 31, 2023, forming part of
this Annual Report, have been prepared 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 2022-23
are provided below:

(Amount in Lacs)



  

    
Particulars
    
31.03.2023
    
31.03.2022
  
  

    

    
(Audited)
    
(Audited)
  
  

    
Revenue from Operations
    
211.61
    
262.41
  
  

    
Other Income
    
99.20
    
0.65
  
  

    
Total Income
    
310.81
    
263.06
  
  

    
Employee Benefit Expense
    
66.38
    
9.11
  
  

    
Finance Cost
    
22.60
    
20.65
  
  

    
Depreciation and Amortization Expenses
    
69.78
    
0.15
  
  

    
Other Expenses
    
41.33
    
339.10
  
  

    
Total Expenses
    
200.10
    
369.02
  
  

    
Profit / (Loss) before Tax & Exceptional Items
    
110.71
    
(105.96)
  
  

    
Exceptional items
    
1,256.40
    

  
  

    
Profit before tax
    
(1,145.69)
    
(105.96)
  
  

    
Tax Expense
    
21.30
    
-
  
  

    
Profit before Comprehensive income
    
(1,166.99)
    
(105.96)
  
  

    
Other Comprehensive Income
    

    

  
  

    
Profit/(Loss) for the Year
    
(1,166.99)
    
(105.96)
  
  

    
EPS
    
(10.61)
    
(0.96)
  



2. TRANSFER TO RESERVES


During the year under review, Your Company has not transfer any amount under the head
Reserve in the Financial Statements for the Financial Year ended March 31, 2023 due to
continuous losses.

3. CHANGE IN THE NATURE OF BUSINESS


There was no change in the nature of business of the Company during the financial year
ended on March 31, 2023.

4. DIVIDEND


In view of losses incurred during the period under review, the Board of Directors has
not recommended any dividend for Financial Year 2022-23.

5. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND


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 to which dividend has remained
unclaimed/unpaid for a period of seven consecutive year or more are required to transfer
in the name of IEPF, but the company is not required to be transferred any amount to the
IEPF established by the Central Government as the company has not declared any dividend
for any financial year.

6. REVIEW OF OPERATIONS:


During the year under review, the Company s Revenue from Operations is Rs. 211.61 Lacs
as compared with Rs. 262.41/- Lacs- in the previous financial year. The Company has
incurred loss during the year (i.e. 2022-2023) of Rs. 1145.69 Lacs as compared to loss
incurred of Rs. 105.96 Lacs in the Previous Year (i.e. 2021-2022).

The Company continued to operate in the business of Real Estate on several financial
and corporate issues and there was no change in business activities. There are no material
changes or commitments affecting the financial position of the Company which have occurred
between the end of the financial year and the date of this Report.

7. CAPITAL STRUCTURE OF THE COMPANY


During Financial Year 2022-23, there was no change in the authorised share capital and
Paid share Capital of the Company.

The Share Capital Structure of the Company is categorized into two classes:-



  

    
S. No
    
Particulars
    
Equity Shares
    
1% Non Converitble Non-Cumulative Redeemble Preference Shares
  
  

    
1.
    
Authorised Share Capital
    
1,10,00,000
    
15,00,000
  
  

    
2.
    
Paid Up Share Capital
    
1,10,00,000
    
15,00,000
  
  

    
3.
    
Value per Share
    
10
    
10
  



During the period under review, your company has not raised any funds through public
issue, rights issue, bonus issue or preferential issue etc. and has neither issued any
shares with differential voting rights nor issued any sweat equity shares.

8. DEMATERIALISATION AND LISTING


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, 2023, 96,48,094 Equity Shares representing 87.70 % of the Equity
Share Capital of the Company are in dematerialized form. The Equity Shares of the Company
are compulsorily traded in dematerialized form as mandated by the Securities and Exchange
Board of India (SEBI). The International Securities Identification Number (ISIN) allotted
to the Company with respect to its Equity Shares is INE578L01014.

The Equity shares of the Company are listed on BSE Limited.

9. RECONCILIATION OF SHARE CAPITAL AUDIT


As per the directive of the Securities & Exchange Board of India, the
Reconciliation of Share Capital Audit was carried out on quarterly basis for the quarter
ended June 30th, 2022, September 30th, 2022, December 31st, 2022 and March 31st, 2023 by a
Company Secretary in Practice. The purpose of the audit was to reconcile the total number
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 equity shares of the Company are listed.

10. CHANGE OF REGISTERED OFFICE

During the financial year under review, the Company has shifted its Registered Office
from D-15 Pamposh Enclave, Greater Kailash-1 New Delhi-110048 to DSC 260 South Court, DLF
Saket New Delhi-110017 with effect from 01.06.2022.

Furthermore, during a board meeting convened on February 13th, 2023, the board of
directors proposed a change in the Company s registered office from one state to another.
The proposed new location is a shift from DSC-260, South Court, DLF Saket, New
Delhi-110017 to Begampur Khatola, Khandsa, Near Krishna Maruti, Gurgaon, Haryana-122001.
To initiate this relocation process, the Company obtained approval through a special
resolution via a postal ballot, as outlined under Section 110 of the Companies Act, 2013,
along with its associated regulations. However, the company is still in the process of
filing an application for the alteration of its registered office address, which will be
submitted to the Regional Director.

11. FINANCIAL STATEMENTS OF THE COMPANY

The Financial Statement of the Company for the FY 2022-2023 are prepared in compliance
with the applicable provisions 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 (Listing Regulation).

The Audited Financial Statement along with Auditor Report for the FY 2022-2023 into
consideration have been annexed to the Annual Report and also made available on the
website of the Company which can be accessed at https://adhbhutinfra.in/.

12. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the
meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 2014.

13. MEETING OF BOARD OF DIRECTOR

The Board met eleven (11) times during the FY 2022-23. The details of composition of
Board of Directors and its Committees, meetings held during the year and other relevant
information are included in the Corporate Governance Report, which forms part of this
Annual Report. The intervening gap between any two meetings was within the period
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 and Exchange Board of India (SEBI).

14. MEETING OF COMMITTEES

The Audit committee met Eight (8) times during the FY 2022-23, Nomination and
Remuneration Committee met four (4) times during FY 2022-23 and Stakeholder Relationship
Committee met once during the FY 2022-23. The details of composition of Committees,
meetings held during the year and other relevant information are included in the Corporate
Governance Report, which forms part of this Annual Report. The intervening gap between any
two meetings was within the period 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 and Exchange
Board of India (SEBI).

15. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All arrangements/ transactions entered into by the Company with its related parties
during the year were in the ordinary course of business and on an arm s length basis.
During the year, the Company has not entered into any arrangement/transaction with related
parties which could be considered material in accordance with the Company s Policy on
Related Party Transactions, read with the Listing Regulations and the disclosure of
related party transactions 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 Section 188(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 Accounting Standards are given in Note No. 26 to the Financial Statements.

The Related Party Transaction Policy is available on the Company s website under the
web link www.adhbhutinfra.in.

16. AUDITORS AND THEIR REPORT

A. STATUTORY AUDITORS

M/s SSRA & Co. Chartered Accountants, (Firm Registration No. 014266N), Chartered
Accountants, were appointed as Statutory Auditors of the Company, for a term of 5 (five)
consecutive years, at the 35th AGM held on October 25, 2021 to hold office till the
conclusion of 40th AGM of the Company.

On July 30, 2022, M/s SSRA & Co. Chartered Accountants, resigned from the position
of the auditors of the company due to his pre-occupation, other professional commitments
and staff constraints.

The Board appointed M/s Chatterjee & Chatterjee, to fill up the Casual Vacancy
caused due to the resignation on 30 July 2022. M/s Chatterjee & Chatterjee, (Firm
Registration No. 001109C), Chartered Accountants, were appointed as Statutory Auditors of
the Company for a period of five years by the members of the Company at the 37th Annual
General Meeting ( AGM ) held on August 29, 2022 and they will continue to hold office 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 ended March 31, 2023 forms part of this Annual report and the
observations of the Statutory Auditors, when read together with the relevant notes to
accounts and accounting policies are self-explanatory and therefore do not call for any
further comments. The Audit report for the FY 2022-23 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.

B. SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors had appointed M/s S Khurana and Associates, Practicing Company Secretaries (CP
No. 13212) to undertake the Secretarial Audit of the Company for the Financial Year ended
on March 31, 2023. The Secretarial Audit Report in Form MR-3 is annexed herewith as
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:

• Delayed submission of Corporate Governance Report for the quarter ended
September 30, 2022 under Regulation 27(2) of SEBI (LODR), 2015.


• Delayed submission of financial results for the quarter ended June 30,
2022 under Regulation 33(3) of SEBI (LODR), 2015.


• Company has not mentioned mandatory details for the appointment of
Company Secretary and Chief Financial Officer viz-a-viz reasons for change, date of
appointment, terms of appointment etc. as required under regulation 30 of SEBI (LODR),
2015 read with Circular No. CIR/CFD/ CMD/4/2015 dated 09-09-2015.


• The Company has not filed Form MSME -I Initial Return and Regular Half
Yearly Return(s) as required pursuant to notification S.O 5622(E) dated November 2, 2018
and S.O 368(E) dated January 22, 2019 during the period under review.


• It has been observed that there is generally a delay in filing e-form(s)
and return(s) with the Registrar of Companies, NCT of Delhi & Haryana during the
reporting period.


MANAGEMENT COMMENTS:-

Due to a technical error, the Company was delayed in filing certain compliances on
time. However, the Company assures that all future compliances will be completed on
schedule.

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 Secretarial Compliance Report of the Company for the
financial year 2022-23.

There are some observations reported by Mr. Sachin Khurana in the report regarding the
delayed submission of few intimations.

MANAGEMENT COMMENTS:-

Due to a technical error, the Company was delayed in filing certain compliances on
time. However, the Company assures that all future compliances will be completed on
schedule.

C. COST AUDITOR

During the period under review, provision regarding the appointment of Cost Auditor
& maintaining the Cost Records pursuant to the provision of Section 148 of the
Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, is not
applicable on the company

D. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the
rules made there under, the Board of Directors had appointed M/s V K P & Associates,
Practicing Chartered Accountants (FRN: 013529N) to undertake the Internal Audit of the
Company for the Financial Year ended on March 31, 2023.

17. SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES

During the year under review as on March 31, 2023 the company does not have any
subsidiary, Joint Venture and associates company.

18. CORPORATE GOVERNANCE REPORT

The Directors adhere to the requirements set out by the Securities and Exchange Board
of India s Corporate Governance 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 regulations are noted in the
Board/Committee Meetings from time to time. The Company has implemented several best
corporate governance practices.

The Corporate Governance Report as stipulated under Regulation 34(3) and other
applicable Regulations read with Part C of Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms part of this Report.

19. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31.03.2023, Composition of Board and KMPs were as under:



  

    
NAME
    
DESIGNATION
  
  

    
Mr. Anubhav Dham
    
Whole-time Director
  
  

    
Mr. Amman Kumar
    
Non-Executive Non-Independent Director
  
  

    
Ms. Rajiv Kapur Kanika Kapur
    
Independent Director
  
  

    
Mr. Vipul Gupta
    
Independent Director
  
  

    
Mr. Subir Kumar Mishra
    
Chief Financial Officer
  



Appointments & Cessations during the Financial Year 2022-23:



  

    
SR. NO. 1
    
NAME Mr. Vikram Singh Rawat
    
DESIGNATION Chief Financial Officer
    
CHANGE Resigned from the Position of Chief Financial Officer of the
    Company as on May, 11, 2022 due to personal reasons
  
  

    
2
    
Mr. Dheeraj Goel
    
Additional Director (Non-Executive - Non Independent Director)
    
Resigned from the Position of Additional Director (Non-Executive -
    Non Independent Director) of the Company as on May, 21, 2022 due to personal reasons
  
  

    
3
    
Mr. Vipul Gupta
    
Non-Executive-Independent Director
    
Appointed as an Additional Non- Executive Independent Director of
    the company on May 13, 2022, and subsequently regularized as a Non-Executive Independent
    Director at the 37th Annual General Meeting held on August 29, 2022 to hold office for a
    term of 5 (five) consecutive years with effect from 13th May, 2022, upto 12th May, 2027.
  
  

    
4
    
Mr. Saurabh Khanijo**
    
Non-Executive- Independent Director
    
Resigned from the Position of Non- Executive- Independent Director
    on January 14, 2023 due to personal reasons
  
  

    
5
    
Mr. Praveen Singhal
    
Company Secretary & Compliance Officer
    
Resigned from the position of Company Secretary & Compliance
    Officer w.e.f- March, 20, 2023
  



*Mr. Saurabh Khanijo has resigned from the Position of Independent director of the
Company as on Februry 14, 2023 due to personal reasons and Board places on record its
appreciation for their continuous support, guidance and contribution 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 regarding the 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, 2023 till
the date of this Report:



  

    
SR. NO.
    
NAME
    
DESIGNATION
    
CHANGE
  
  

    
11
    
Mr. Sri Kant
    
Additional Director (Non-Executive - Non Independent Director)
    
Appointed as Additional Non- Executive & Independent Director
    on the Board of the Company with effect from July 13, 2023
  
  

    
2
    
Mr. Sanajy Sharma
    
Additional Director (Non-Executive - Non Independent Director)
    
Appointed as Additional Non- Executive & Independent Director
    on the Board of the Company with effect from July 13, 2023
  
  

    
4
    
Mr. Parul Saini
    
Company Secretary & Compliance Officer
    
Appointed as Company Secretary & Compliance Officer of the
    Company w.e.f- April 03, 2023
  



20. INDEPENDENT DIRECTORS AND THEIR MEETING

The Company has received disclosures from all the Independent Directors that they
fulfill conditions specified under Section 149(6) of Companies Act, 2013 and Regulation
16(1)(b) of SEBI (LODR) Regulations, 2015 and are Independent of the Management. Based on
the declarations received from the Independent Directors, the Board of 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 the proficiency required to discharge the duties and responsibilities
as Directors of the Company.

All the Independent Directors of the Company as on 31.03.2023 have registered
themselves in the data bank of Independent 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 Report
forming part of Annual Report.

Independent Directors meet at least once in a financial year without the presence of
Executive Directors or Management Personnel. Such meetings are conducted to enable the
Independent Directors to discuss matters pertaining to the Company s Affairs and put forth
their views. During the year under review, one meeting of the Independent Directors was
held on 15th March, 2023 where all the independent directors were present.

21. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Act, Mr. Amman Kumar (DIN:
03456445), Non-Executive - Non Independent Director of the Company is retiring by rotation
from the position of Director, at the ensuing Annual General Meeting and is eligible for
reappointment.

A brief resume, nature of expertise, details of directorships held in other companies
of the Directors proposed to be appointed/re-appointed, along with their shareholding in
the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing
Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

22. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016 ( IBC )

During the financial year under review, neither any application is made by the Company,
nor is any proceeding pending against the Company under Insolvency and Bankruptcy Code,
2016.

23. COMPLIANCE OF THE SECRETARIAL STANDARDS

The Board confirms that, during the period under review, the Company has complied with
the applicable Secretarial Standards issued by the Institute of Company Secretaries of
India (ICSI) as amended from time to time.

24. DIRECTORS RESPONSIBILITY STATEMENT

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 with proper explanation relating to material departures;

B. The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit and loss of the Company for that period;

C. The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for 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 internal financial controls are adequate and operating effectively;

F. The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.

25. FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

As per requirement under the provisions of Section 178 of the Companies Act, 2013 read
with Companies (Meeting of 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 familiarise them with the Company,
their role, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model, management structure, industry overview, internal
control system and processes, 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 contribute effectively. The Company arranges site visit for the
Directors, giving them insight of various projects and Directors are also informed of
various developments relating to the industry on regular basis and are provided with
specific regulatory updates from time to time.

Details of the familiarization programme of the Independent Directors are available on
the website of the Company www.adhbhutinfra.in.

26. BOARD EVALUATION

The Company has devised a policy for performance evaluation of Independent Directors,
Chairman, Board, Board Committees 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 other individual Directors, a process of evaluation was followed by
the Board for its own performance and that of its Committees and individual Directors.

The statement indicating the manner, in which, formal annual evaluation of the
Directors, the Board and Board level Committees was carried out, are given in detail in
the report on Corporate Governance, which forms part of this Annual Report. The Nomination
& Remuneration policy may be accessed on the Company s website at www.adhbhutinfra.in.

27. POLICY ON APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration
Committee of the Board has framed a policy for selection and appointment of Directors and
senior management personnel, which inter alia includes the criteria for determining
qualifications, positive attributes and independence of a Director(s)/Key Managerial
Personnel and their remuneration. The nomination and remuneration policy is available on
the website of the Company (www.adhbhutinfra.in).

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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 has established 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 with policy adopted by the company. The Board regularly
reviews the effectiveness of controls and takes necessary corrective actions where
weaknesses are identified as a result of such reviews. This review covers entity level
controls, process level controls, fraud risk controls.

The internal control manual provides a structured approach to identify, rectify,
monitor and report gaps in the internal control systems and processes. To maintain its
objectivity and independence, the internal audit function reports to the chairman of the
Audit Committee and all significant audit observations and corrective actions are
presented to the Committee. Accordingly, the Board is of the opinion that the Company s
internal financial controls were adequate and effective during FY 2022-23.

29. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 and Section 134(3)(a) of the Companies Act, 2013, the copy of
Annual Report in form MGT-7 is available at the official website of the Company i.e.
www.adhbhutinfra.in.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Your Company is engaged in the business of providing infrastructure facilities i.e.
housing, real estate development etc. The provisions of Section 186 of the Companies Act,
2013 are not applicable on the Company except sub section (1). The Company is in
compliance of the provisions of sub section (1) of Section 186 of the Companies Act, 2013.

31. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A separate section on Management Discussion and Analysis for the year
ended March 31, 2023 forms an integral part of this Annual Report.

32. PARTICULARS OF EMPLOYEES

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 in

Annexure III.

33. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO:

Provisions of Section 134(3)(m) of the Companies Act, 2013, read with the Companies
(Accounts) Rules, 2014 pertaining to Conservation of Energy, Research & Development,
Technology Absorption are not applicable to the Company.

During the period under review, the Company has neither earned or expense any foreign
currency.

34. LISTING ON STOCK EXCHANGE

Due to non-payment of Annual Listing fees for the financial years 2019-20, 2020-21, and
2021-22, trading in the securities of the Company has been suspended by BSE Limited.

To initiate the revocation of the trading suspension, the Company has settled all
outstanding dues levied on the company with BSE Limited. Furthermore, an application for
the revocation of the suspension was submitted on July 07, 2022, under case number 147613.

In response, BSE issued Notice No. 20220921-25 dated September 21, 2022, announcing the
revocation of the suspension effective from Monday, September 26, 2022. BSE also informed
Trading Members that trading would continue in a Trade-to-Trade mode for other reasons.

35. CERTIFICATE ON CORPORATE GOVERNANCE

The requisite Certificate received from the Secretarial Auditors of the Company, M/s S.
Khurana & Associates, in respect of compliance with the conditions of Corporate
Governance as stipulated under Regulation 34(3) read with Clause E of Schedule V of the
SEBI (LODR) Regulations, 2015, is attached and forms part of the Annual Report.

36. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE

COMPANY

During the period under review , the Company s Board of Directors, in its meeting held
on July 20, 2022, approved a modification to the terms of redemption for the fully paid 1%
Redeemable Non-Convertible Non-Cumulative Preference Share. This modification is in
accordance with the provisions outlined in Sections 48 and 55 of the Companies Act, 2013,
and entails an extension of the tenure of the aforementioned Preference Share by an
additional period of 3 years, thereby extending the tenure from 15 years to 18 years.

Subsequently, the consent of the Company s shareholders was obtained at the 37th Annual
General Meeting (AGM) for the said modification.

Apart from the aforementioned details, there have been no significant alterations or
obligations that have affected the financial standing of the Company between the
conclusion of the financial year and the date of this report. Furthermore, there has been
no change in the nature of business of the Company.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the period under review, there is no significant and material order passed by
any regulators or by any court or tribunal.

38. PREVENTION OF INSIDER TRADING

In view of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, your Company has adopted the code of conduct to regulate, monitor &
report insider-trading activities. The said code is available on website of the Company
i.e. www.adhbhutinfra.in. All Board of Directors and the designated person have confirmed
compliance with the code.

39. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has formed a Whistle Blower Policy for establishing a Vigil Mechanism for
Directors and Employees in Compliance with Section 177(9) of the Act and Regulation 22 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to report
genuine concerns regarding unethical behavior and mismanagement, if any. It aims at
providing avenues for employees to raise complaints and to receive feedback on any action
taken and seeks to reassure the employees that they will be protected against
victimization and for any whistle blowing conducted by them in good faith. The policy is
intended to encourage and enable the employees of the Company to raises serious concerns
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 contains safe guards to protect any person who uses the Vigil Mechanism
by raising any concern in good faith. The Company protects the identity of the whistle
blower, if the whistle blower so desires, however the whistle blower needs to attend any
disciplinary hearing or proceedings as may be required for investigation of the complaint.
The mechanism 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 discriminatory practice. The said Whistle Blower Policy
has been disseminated on the Company s website at www.adhbhutinfra.in.

40. POLICY ON SEXUAL HARASSMENT

During the period under review, The Company has placed an Anti-Sexual Harassment Policy
in line with the requirements 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
period 2022-23, no complaints was received by the committee.

41. RISK MANAGEMENT

The Company has developed and implemented a Risk Management framework. The details of
elements of risk are provided in the Management Discussion and Analysis Report attached as
annexure to this Annual Report.

42. INVESTOR RELATIONS

Your Company always endeavors to promptly respond to shareholders requests/grievances.
Each and every issue raised by the shareholders is taken up with utmost priority and every
effort is made to resolve the same at the earliest. The Stakeholders Relationship
Committee of the Board periodically reviews the status of the redressal of investors
grievances.

43. DIVIDEND DISTRIBUTION POLICY

The Board of Directors of your Company had approved the Dividend Distribution Policy in
accordance with the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ( Listing Regulations ). The objective of this
policy is to establish the parameters to be considered by the Board of Directors of your
Company before declaring or recommending dividend. The Policy is available at the official
website of the Company i.e. www.adhbhutinfra.in.

44. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance and
co-operation received from the vendors and stakeholders including financial institutions,
banks, Central & State Government Authorities, other business associates, who have
extended their valuable sustained support and encouragement during the year under review.

Your Directors are thankful to the shareholders and customers for their continued
patronage. Your Directors also commend the continuing commitment and dedication of the
employees at all levels, which has been critical for the Company s success. The Directors
look forward for their continued support in future.