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b. Operations:

Your Directors regret to report that the company has continued to incure losses amounting to Rs. (39,54,934)/ in the Current financial year under review as compared to losses of Rs. (4,42,400.16)/ incurred during the previous financial year.

None of the Directors are disqualified from being appointed as Directors as specified in section 164 of Companies Act, 2013.

Familiarization Program:

The Company have also received a declaration from all the Independent Directors under Rule 6 subrule (3) of The Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding inclusion of their name in Data Bank of Independent Director maintained by the Indian Institute of Corporate Affairs at Manesar.

The matrix of core skills/expertise/competencies identified by the Board of directors as required in the context of its business and sector for it to function effectively and those actually available with the Board are:

10. PARTICULARS OF THE MEETINGS OF THE BOARD

The meetings of the Board of Directors are normally held at its Registered Office in Mumbai. Meetings are generally schedule well in advance and the notice of each Board Meeting was given in writing to each Director. The Board meets at least once in every quarter to review the quarterly performance and the financial results of the Company.

During the financial year under review, 7 (Seven) Board meetings were held on 27.05.2024, 14.05.2024, 09.10.2024, 24.10.2024, 21.12.2024, 07.01.2025, and 14.02.2025. The necessary quorum was present for all the meetings. The interval between two Board meetings was well within the maximum period mentioned under Section 173 of the Act.

*Mr. Himanshu Agarwal has ceased to be chairman of committee W.E.F. Closure of Business Hours 0f 21.08.2025 *Ms. Jenifer Machado has ceased to be a member of the committee W.E.F. Closure of Business Hours of 09.10.2024 Ms. Poonam Gehlot has ceased to be a member of the committee W.E.F. Closure of Business Hours of 01.10.2024

12. EMPLOYEE STOCK OPTION SCHEME

Presently, the Company does not have a scheme for grant of stock options to its employees.

13. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration o f Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ritika Agrawal & Associates, Company Secretaries to conduct the Secretarial Audit o f the Company for the financial year 202425.

The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith as

During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

During the year under review, other than one observation listed below, no other observation was made by the Secretarial Auditor of the Company in their Secretarial Audit Report for the year ended 31 ^st March, 2025.

Board Comment:

The financial capacity of the Company was struggling since financial year 202021 and still continuing till date. Therefore, the Company was unable to pay Annual Listing fees to the BSE. In this matter, the Company has made representation to BSE Limited, and the management of the Company is in the process of paying the same at the earliest for the F.Y. 202223, 202324 and 202425.

14. STATUTORY AUDITORS & AUDITORS REPORTS:

M/s. Subramaniam Bengali & Associates, Chartered Accountants (Firm Registration No. 127499W), Mumbai, are reappointed as Statutory Auditors of the Company for a second term of 5 (Five) consecutive financial years commencing from the financial year 202425 till the conclusion of Financial year 202728, at a remuneration as may be agreed upon by the Board of Directors and Auditors.

During the year, the statutory auditors have confirmed that they satisfy the independence criteria required under Companies Act, 2013, Code o f ethics issued by Institute o f Chartered Accountants o f India. The Auditors have also confirmed that they are not disqualified from continuing as Auditors of the Company.

15. MANAGEMENT DISCUSSION AND ANALYSIS

Dhenu Buildcon Infra Limited is NonBanking Financial Company (NBFC), primarily engaged in the business of Investment in securities. The Management discussions and analysis is given hereunder:

INDUSTRY STRUCTURE AND DEVELOPMENTS

GLOBAL ECONOMY:

As the global economy navigates through various economic challenges, a prevailing sense of optimism continued to drive progress forward. As per the World Economic Outlook released by International Monetary Fund (IMF) in April 2024, baseline forecasts predict a decline in growth from 3.4% in 2023 to 2.8% in 2024, followed by a recovery to 3.0% in 2025.

Financial year 2024 began on a mixed note. On the positive side, after wreaking havoc for almost two years, the impact of the COVID19 pandemic on lives and livelihoods started receding. This was aided by a mass immunisation programme and the advent of a less virulent variant called omicron. However, the flip side was the impact of inflationary trends, supply chain disruptions emanating from China, and the start of the RussiaUkraine conflict impacting commodity prices.

INDIAN ECONOMY:

In the recent past, the NBFC sector has seen remarkable growth and is beating its traditional opponents quite convincingly. According to a report, the yearonyear growth in NBFC assets under management in India from 2009 to 2024 has been 22%. Even when the GDP growth rate is slow, such institutions have been pivotal in driving the Indian economy. As NBFCs have low operating expenses, they can offer competitive interest rates, making them attractive to borrowers. As per statistics, customers are now choosing NBFCs over banks as the credit for the former grew by 24.3% per year against 21.4% for the latter.

Given the increasing importance o f N BFCs, the RBI, in the last few years, has increased its regulatory oversight over the sector. Multiple guidelines such as (i) vigil over assetliability management practices, (ii) maintaining liquidity ratios, (iii) increased reporting requirements, and (iv) scalebased regulation, have led to NBFCs adopting practices in line with banks. The regulatory vigil is based on four key cornerstones of: (i) responsible financial innovation, (ii) accountable conduct, (iii) responsible governance, and (iv) centrality of the customer.

NBFCs with superior capital adequacy, better margins, frugal cost management, prudent risk management and those incorporating above four key cornerstones in their business models will c o ntinue to deliver sustainable growth in the foreseeable future.

To strengthen supervision over NBFCs, the Reserve Bank of India (RBI) introduced scalebased regulation and revised N PA recognition and upgradation norms. The revised norms included the classification of special mention account (SMA) and NPA on a dayend position basis and upgrade from an NPA to standard category only after clearance of all outstanding overdues.

The financial system is maturing from a bankdominated space to a hybrid system wherein nonbank intermediaries are gaining prominence.

OUR BUSINESS OPERATIONS:

A rapid fluctuation in market activities due to ongoing amendments and norms made by RBI in NBFC sector are the challenges which Company is facing and striving to find news ways to come back on the profit track.

OPPORTUNITIES:

One of the biggest opportunities for NBFCs are the new to credit customers. These are the people who belong to the rural sector and have never borrowed from any financial institution in the past. Rural sector have limited ground presence of banks and other credit financial services and whatever banks are present in these sector as regulated by legislation, have to rely o n banking and credit history while assessing the loan and cannot provide loans or financial services to the people who do not qualify for the bank loan. For such people, N BFCs are a boon. They have emerged as a lucrative segment as far as NBFC is concerned. N BFC have implemented their machinery in a unique way which assess the creditworthiness of these people and grant them loans with less paperwork.

Keeping in regard the financial needs of people and structure of banks, government has exempted NBFC from the hard rules and regulations levied o n bank. NBFC enjoys the flexibility in rules regarding paperwork and other restrictions making it suitable for entrepreneurs to put their interest in NBFC. Government itself have provided with the opportunities to the NBFC to establish their place in the Indian market. There are continuing benefits for the NBFC as the government is implementing rules to help in growth of NBFC.

NBFCs are in the business o f profit and their contribution in the growth of Indian GDP displays the perfect picture of how well NBFCs have been working these past years.

THREATS:

Refinancing / NBFC Funding:

Refinancing is a challenge NBFCs face in its smooth working. A major sources of refinancing for NBFC are the banks, capital markets or maybe its competitors. There is no other option for NBFC for the purpose of refinancing and in the course of business, refinancing is an important element for the efficient working as well as the sustainability of the growth. The present situation considering the refinancing options is not favorable to the sustainability of growth. Banks and housing financing companies have many options for the purpose of refinancing such as RBI, NABARD, EXIM bank and SIDBI for banks and National Housing Bank as the regulator of housing financing companies.

NBFC License:

Another challenge posed to the NBFC is procuring a license for NBFC. This process for procuring a license is not easy and requires approval and complicated requisite documents. The process for obtaining a license requires a lot o f compliance. Moreover RBI has put various restrictions before obtaining a license. Apart from proper documentation, experienced Board of directors, it is also requires details related to the quality and quantity of capital.

Nonflexibility in the classification of loans NPA:

Considering the large corporate, flexibility and classification under NPA is an essential element and shall be scheduled for efficient performance. Nonperforming assets norms are relevant considering the efficient working

43 of a larger corporate as irregular cash flow poses a threat in regards of delay in payments. NPA shall be classified on the basis of assets financed and a uniform system of classification of assets must be present.

Company is taking proper steps to mitigate the business risk.

SEGMENTWISE PERFORMANCE:

The Company is operating on only one segment i.e. investment services. Hence separate segmental reporting is not applicable. The Company has no activity outside India.

OUTLOOK:

The NBFC Retail are going to face challenge. Demand may fall due to uncertainty in the global economy and capital markets. Workforces are facing the risk of infection, and governments are beginning to enact restrictions on movement and both add an unpredictable dimension to the crisis.

However, The Company is expanding its business activity and putting continuous efforts to attain further efficiencies. Further, the Company is confident that in spite of the possible recessionary conditions in the industry it will perform better in view of the strong fundamentals of the company and hope to improve its performance as well.

RISK AND CONCERNS:

The Company, in pursuit of its business objectives, is exposed to certain risks such as credit risk, market risk, liquidity risk and operational risk. These risks have the potential of impacting the financial strength, operations and reputation of your Company. Keeping this in mind, Your Company continues to have an effective risk management. The Management continuously oversees the risk management process including identification, impact assessment and drawing mitigation plans.

INTERNAL CONTROL SYSTEM:

The Company has in place adequate internal control systems and procedures commensurate with its size and nature of business. The systems are designed to ensure that the financial and other records are reliable for preparing financial statements.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATING PERFORMANCE:

RATIOS WHERE THERE HAS BEEN A SIGNIFICANT CHANGE FROM FINANCIAL YEAR 2024 TO FINANCIAL YEAR 2025

During the year under review, the detail of changes made in the following key financial ratios as compare to the immediately previous financial year. The details of the same in a form of comparison is provided as:

CAUTIONARY STATEMENT:

16. BOARD EVALUATION:

Pursuant to the provisions of Section 134(3), Section 149(8) and Schedule IV of the Act read with SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Annual Performance Evaluation of the Board, the Directors as well as Committees of the Board has been carried out. The performance evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by Nomination & Remuneration Committee.

The performance evaluation o f the Independent Directors was carried o ut by the entire Board and the performance evaluation of the NonIndependent Directors was carried out by the Independent Directors in their separate meeting. The Board of Directors expressed their satisfaction with the evaluation process.

17. RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy in compliance with the provisions of Section 134 (3) (n) of the Companies Act, 2013. The Company continues to have an effective risk management. The Management continuously oversees the risk management process including identification, impact assessment and drawing mitigation plans. The details of risks perceived by the Management are discussed which is forming part of the Management Discussion Analysis Report.

18. CORPORATE GOVERNANCE:

Pursuant to SEBI Circular No. SEBI/LADNRO/GN/201516/013 dated 2nd September, 2015 compliance with the corporate governance provisions as specified in regulations 17, 17A ,18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of subregulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company for the period under review.

19. RELATED PARTY TRANSACTIONS:

There are no Related Party and material significant related party transactions made by the company with the promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the company at large.

20. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The Company, being a nonbanking financial company registered with the RBI is exempt from complying with the provisions of section 186 of the Act in respect of loans and guarantees.

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013, your Directors to the best of their knowledge and belief and according to the information and explanations obtained by them, hereby confirm:

a) That in the preparation of the annual financial statements for the year ended 31^st March, 2025, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) That Appropriate accounting policies have been selected and applied consistently and have 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 31^st March, 2025 and of the and Loss of the Company for the year ended 31^st March, 2025.

c) That proper and sufficient care has been taken 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) That the annual financial statements have been prepared on a going concern basis;

e) That the Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The prerequisite in terms of Section 135 of the Companies Act, 2013 of corporate social responsibility does not apply to the Company.

23. PARTICULARS OF EMPLOYEES AND REMUNERATION:

Particulars of employees as per Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The Statement of particulars of employees under Section 197(12) read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is not provided with as during the financial year under review, no employee of the Company was in receipt of remuneration in excess of the limits set out in the said rules.

Details as required under Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) the ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: Not Applicable, Since during the year under review No sitting fees or remuneration was paid to the Directors of the Company.

b) the percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year: During the year, the remuneration was paid to only Company Secretary. As compared to last financial year, there was 20.69% decrease in remuneration during the year under review.

c) the percentage increase in the median remuneration of employees in the financial year 202425: Not applicable, During the year under review there was no increase in the remuneration of employees.

d) Number o f permanent employees o n the rolls of the Company as at 31March, 2025 stood at 5 employee.

e) Average percentile increase made in the salaries of employees other than key managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: During the last financial year, the salaries of employees remained the same, thus there was no increment made in the salaries of the employees.

f) We hereby affirm that the remuneration of employees is as per the remuneration policy of the Company.

24. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any subsidiary, associate and joint venture company for the year ended 31^st March, 2025.

25. NOMINATION & REMUNERATION POLICY

26. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

28. PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment/Anti Sexual Harassment policy at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, if any.

During the year under review, no complaints were received by the Company related to sexual harassment.

As the Company has not employed 10 or more employees during the year under review, a statement that the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment o f Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 does not applicable on the Company.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The provisions relating to the disclosure of particulars relating to conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 do not apply to the Company since it is engaged in the business of financial services.

30. FOREIGN EXCHANGE EARNINGS AND OUTGO :

During the period under review there were no foreign exchange earnings and out go.

31. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company, between the end of the financial year of the Company i.e. 31^st March, 2025 and the date of this Report.

32. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

33. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE

REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Internal Auditor or Secretarial Auditor of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 including rules made thereunder.

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

BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, there was no application made before National Company Law Tribunal for initiation o f insolvency proceeding against the Company nor any proceeding were pending under the insolvency and bankruptcy code, 2016 (31 of 2016).

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE

TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year, the requirement of this clause was not applicable.

37. GREEN INITIATIVES

Further, pursuant to the MCA Circulars and SEBI Circular, in view of the prevailing situation, owing to the difficulties involved in dispatching of physical copies of the Notice of the 117 AGM and the Annual Report for

38. ACKNOWLEDGEMENTS:

The Board of Directors would like to express its gratitude and its appreciation for the support and co operation from its members, banks, financial institutions, investors, service providers, customers, and other business constituents for their continued faith, abundant assistance and cooperation extended to the Company. The Board of Directors also places on record its sincere appreciation for the commitment and hard work put in by the Management and employees of the Company.

Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Governments, particularly, the Tax Authorities, Reserve Bank of India, the Ministry of Commerce, Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look forward to their continued support in all future endeavours.

Registered Office: By & on behalf of the Board of Directors B17, Shree Siddhivinayak Plaza, For Dhenu Buildcon Infra Limited Plot No 31, Off Link Road, Andheri West, Mumbai400053, Maharashtra, Jeevan Nagar, Near Sai Baba Temple Andheri, Mumbai400053

Sd/ Sd/

Bhavesh Chandrakant AMIT BAJAJ

Date: 18^th August, 2025 Mehta Director

Director Place: Mumbai DIN: 10617857 DIN: 10122918 (B303, Raman Ashish, Add: Shantilal Mody Cross rd. 2 opp Asian bakery Store, Irani wadi, Mumbai 400067.)