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To

The Members,

Your Directors hereby present the 115^th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31^st March, 2023.

1. FINANCIAL STATEMENTS & RESULTS:

The Company's performance during the year ended 31^st March, 2023 as compared to the previous financial year is summarized below:

Your Directors regret to report that the company has continued to insure losses amounting to Rs. 3,315,489/- in the financial year under review as compared to losses of Rs. 2,82,227/- incurred during the previous financial year.

Due to losses in the previous years, your directors are striving to recover from the financial crisis and are exploring the other prospective growth avenues so as to restore the Company's financial position and the Company is in course to manage and control its cost overruns and to review new emerging opportunities for advancement of the Company.

2. DIVIDEND:

Yours Directors do not recommend any dividend for the year ended 31^st March, 2023 in view of loss incurred during the year.

3. TRANSFER TO RESERVES:

Since the Company has incurred loss during the period under review, thus no amount was available to be transferred to the reserves.

4. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital, as on 31^st March, 2023 was Rs. 1,83,00,000/- divided into 1,83,00,000 Equity shares, having face value of Re. 1/- each fully paid up. During the year under review, the Company has not issued any shares with or without differential voting rights. It has neither issued employee stock options nor Sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

5. BOARD OF DIRECTORS AND KMP:

In terms with the provisions of Companies Act, 2013 and in terms of articles of Association of the Company, Mrs. Samira Maharishi, retires by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re-appointment. The Profile and other information as required by the Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 & SS-2 of ICSI hsave been given in the Notice convening the 115^th AGM of the Company.

During the year under review, the board recorded following appointment and cessation:-

Mr. Himanshu Agarwal (DIN: 09569882), appointed as Additional Director in the category of Non-Executive Independent Director w.e.f 24^th May, 2022 was regularized as the Director of the Company at the 114^th AGM w.e.f. 29^th September, 2022. Ms. Poonam Somaram Gehlot (DIN:09726324) appointed as Additional Director in the category of Non-Executive Independent Director w.e.f 06th September, 2022 was regularized as the Director of the Company in the category of Non-Executive Independent Director at the 114^th AGM w.e.f. 29^th September, 2022. Mrs. Samira Vikash Maharishi (DIN: 07089229) who was appointed as Additional Director w.e.f 15^th February, 2022 was further regularized as the Director of the Company in the category of Non-Executive Director at the AGM held for the Financial year ended 2022 with effect from 29th September, 2022.

Mr. Piyush Ishwardas Mehta tendered his resignation from the position of Manager of the Company w.e.f. close of business hours on 2nd August, 2023. Mr. Vikash Maharishi (DIN:07073642) tendered his resignation from the position of Chief Financial Officer(CFO) & Director of the Company w.e.f. close of business hours on 07^th August, 2023. Mr. Gaurav Mundra standard his resignation from the position of Company Secretary & Compliance Officer of the Company w.e.f. close of business hours on 31^st August, 2023.

Except for the above changes, there were no appointments and cessations of Directors/KMP on Board of the Company.

Key Managerial Personnel's (KMP's) of the Company under Section 203 of the Companies Act, 2013 as on 31^st March, 2023, are as follows:

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

In terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company periodically organizes a program in order to familiarize Independent Directors with the Company's operations. The details of familiarization programmed are available on the website of the Company www.dhenubuildconinfra.com.

6. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company, confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 read with schedules & rules issued thereunder as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of the financial year ended 31^st March, 2023. Separate Meeting of Independent Director was held on 31^st March, 2023 with full attendance of Independent Directors.

The Independent Directors have confirmed that they have registered their names in the data bank maintained withthe Indian Institute of Corporate Affairs (‘IICA'). In terms of Section 150 of the Act read with Rule 6(4) of the Companies(Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two year from the date of inclusion of their names in the data bank. The Independent Directors to whom the provisions of proficiency test are applicable, will take the said online proficiency self-assessment test in due course. The Company have also received a declaration from all the Independent Directors under Rule 6 sub-rule (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:

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity and skills as stated above.

7. DEPOSITS:

Your Company is a non-deposit taking Company (NBFC-ND).During the year under review company has neither accepted nor renewed any fixed deposits from public within the meaning of section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, the Internal 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.

9. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, an Annual Return in Form MGT-7 as on 31^st March, 2023 has been placed on the website of the Company at http://www.dhenubuildconinfra.com/investors.html

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, 8(Eight) Board meetings were held on 16^thApril, 2022, 24^th May, 2022, 8^th August, 2022, 27^th August, 2022, 06^th September, 2022, 15^th September, 2022, 12^th November, 2022, 17^th January, 2023. 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.

Details of Directors as on sand their attendance at the Board meetings and Annual General Meeting ("AGM") during the financial year ended 31^st March, 2023 are given below:

## Since the appointment of Ms. Poonam Gehlot as non-executive independent director of the company was approved in the Board Meeting dated 06th September, 2022, so during her tenure she was entitled to attend 4 Board meetings during the financial year 2022-2023.

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee • Stakeholders Relationship Committee

The Audit Committee is comprised of 3(three) members, out of whom two is Non-Executive Director and one is Non-Executive Independent Director. However during the year under review, pursuant to the cessation of Mr. Shivanand Hemmady (DIN: 00838098)and Ms. Mamtaben Kabariya (DIN: 06559357) and appointment of Ms. Samira Maharishi (DIN: 07089229),the Board recomposed the committee at its meeting held on 16^th April, 2022. Further, on 24^th May, 2022 , the Board appointed Mr. Himanshu Agarwal as non-executive Independent director of the Company and again re-composed the Committee to add Mr. Himanshu Agarwal as Chariman of the Committee. On 12^th November, 2022, the Board once again re-composed the committee to add Ms. Poonam Gehlot who was appointed as Independent Director of the Company on 06^th September, 2022 as a member of the Committee.

Therefore, as on 31^st, March, 2023, Mr. Himanshu Agarwal is Chairman and Mr. Vikash Maharishi and Ms. Poonam Gehlot are committee members of the Audit Committee.

During the year 5 (Five) Audit Committee meetings were held on 16^th April, 2022, 24^th May, 2022, 08^th August, 2022, 12^th November, 2022 and on17^th January, 2023.

The gap between all the Audit Committee Meetings held during the year was less than one hundred and twenty days. The meetings were scheduled well in advance and the time gap between any two meetings did not exceed more than one hundred twenty days.

The following table showing attendance of members is as per the details mentioned above:

The Audit Committee assists the Board in its responsibility of overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The terms of reference of Audit Committee cover the areas mentioned under Section 177 of the Companies Act, 2013.

As on 31^st March, 2023, the Nomination & Remuneration Committee comprised of 3(three) members, out of whom two is Non-Executive Director and one is Non-Executive Independent Directors .

Meetings and Attendance:

During the year under review, the Committee met once during the year on 24^th May, 2022. The meeting was scheduled well in advance and the notice of this Meeting was given in writing to each Director.

The composition of the Nomination & Remuneration Committee and the attendance record of members for the financial year 2022-23 are as follows:

The Nomination and Remuneration Committee assist the Board in overseeing the method, criteria and quantum of compensation for directors and senior management based on their performance and defined assessment criteria. The Committee formulates the criteria for evaluation of the performance of Independent Directors & the Board of Directors; identifying the persons who are qualified to become directors, and who may be appointed in senior management and recommend to the Board their appointment and removal. The terms of the reference of Nomination and Remuneration Committee covers the areas mentioned under section 178 of the Companies Act, 2013.

As on 31^st March 2023, the Stakeholders Relationship Committee comprised of 3(Three) members, out of whom two is Non-Executive Director and two Non-Executive Independent Directors.

Meetings and Attendance:

During the year under review, the Committee met once during a year on 8th August, 2022. The meeting was scheduled well in advance and the notice of Meeting was given in writing to each Director.

The composition of the Stakeholders Relationship Committee and the attendance record of members for the financial year 2022-23 are as follows:

The Stakeholders' Relationship Committee consider and resolve the grievances of security holders of the Company including redressal of investor complaints such as transfer or credit of securities, non-receipt of dividend / notice / annual reports, etc. and all other securities-holders related matters and also consider and approve issue of share certificates (including issue of renewed or duplicate share certificates), transfer and transmission of securities, etc.

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

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ritika Agrawal & Associates, Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit Report for the financial year ended March 31, 2023 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, 2023.

The Company has not paid Fees and other charges to be paid to the recognized stock exchange(s) as per Regulation 14 of The Securities and Exchange Board of India (Listing obligations and disclosure Requirements) Regulations, 2015, for the Financial Year 2020-21, 2021-22 and 2022-23. However, 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.

The financial capacity of the Company was struggling since financial year 2020-21 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. 2020-21 and 2021-22 and 2022-23.

M/s. Subramaniam Bengali & Associates, Chartered Accountants having Firm Registration No. 127499W, Mumbai, were appointed as Statutory Auditors of the Company on 29^th September, 2018 to hold office for the term of 5 consecutive years from the conclusion of 110^th Annual General Meeting till the conclusion of the ensuing AGM i.e.115^th AGM.

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

Further M/s. Subramaniam Bengali & Associates, Chartered Accountants (Firm Registration No. 127499W), Mumbai, are hereby proposed to be re-appointed as Statutory Auditors of the Company for a second term of

5 (Five) consecutive financial years commencing from the financial year 2023-24 till the conclusion of Financial year 2027-28, at a remuneration as may be agreed upon by the Board of Directors and Auditors.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. There are no observations/qualifications contained in the Auditors' Report and therefore there are no explanations to be provided for in this report.

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

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 2023, baseline forecasts predict a decline in growth from 3.4% in 2022 to 2.8% in 2023, followed by a recovery to 3.0% in 2024.

Financial year 2023 began on a mixed note. On the positive side, after wreaking havoc for almost two years, the impact of the COVID-19 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 Russia-Ukraine conflict impacting commodity prices.

The RBI, like other central banks, raised the monetary policy rates and reduced excess systemic liquidity. Major areas of concern for the economy were elevated commodity prices leading to a depreciation of the Indian rupee, higher retail inflation (both core and food inflation) leading to the RBI raising interest rates and rationalising systemic liquidity, and a rising current account deficit (CAD). However, despite these critical challenges, India emerged as the fastest growing major economy in the world. The second advance estimate of national income released by the central statistics office (CSO) on 28 February 2023 expects real GDP growth in Financial year 2023 to be 7.0%.

In Financial Year 2023, the Indian economy faced multiple challenges. The country's retail inflation indicator, consumer price inflation inched above the RBI's tolerance range in January 2022.

The Economic Survey 2022-23 stated that the total credit extended by NBFCs is picking up momentum, with the aggregate outstanding amount at Rs 31.5 lakh crore as of September 2022 as compared to Rs 28.03 lakh crore in September 2021. NBFCs continued to deploy the most significant quantum of credit from their balance sheets to the industrial sector, followed by retail, services, and agriculture.

The Government of India announced a growth oriented and expansionary budget for the Financial year 2024. It has tried to strike balance between fiscal consolidation and growth by continuing its focus on capital expenditure and creating fiscal space for that by curtailing revenue expenditure. The calendar year 2023 began on a promising note with improved supply conditions, resilient economic activity, and some degree of stability in financial markets. However, the banking and non-banking financial services sector in India remained healthy and evolved in an orderly manner. The general expectation is that India's GDP for Financial Year 2024 would record a growth in excess of 6%.

The year 2022 has been green for the NBFC sector as mostly positive developments including that of Mergers and acquisitions came with a few of controversial ones.NBFCs have become important constituents of India's financial sector and have been recording higher credit growth than scheduled commercial banks (SCBs) over the past few years. NBFCs continue to leverage their superior understanding of regional dynamics and customised products and services to expedite financial inclusion in India. Lower transaction costs, innovative products, quick decision making, customer orientation and prompt service standards have typically differentiated NBFCs from banks. Considering the reach and expanse of NBFCs, these are well-suited to bridge the financing gap in a large country like India. Systemically important NBFCs have demonstrated agility, innovation and frugality to provide formal financial services to millions of Indians. The growing importance of NBFCs is reflected in the consistent rise of their credit as a proportion to GDP as well as in relation to credit extended by SCBs to the NBFC sector.

Given the increasing importance of NBFCs, the RBI, in the last few years, has increased its regulatory oversight over the sector. Multiple guidelines such as (i) vigil over asset-liability management practices, (ii) maintaining liquidity ratios, (iii) increased reporting requirements, and (iv) scale-based 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 continue to deliver sustainable growth in the foreseeable future.

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

In terms of funding, NBFCs are seeing improvement in their access to capital. The funding condition of NBFCs is stabilising because banks are lending to them. Mutual funds, that had become very cautious to lend to NBFC's, have now also started lending. NBFCs are also diversifying their funding base by looking at retail borrowing.

The financial system is maturing from a bank-dominated space to a hybrid system wherein non-bank intermediaries are gaining prominence.

Dhenu Buildconis a small size NBFC engaged in the sole business segment of investment services. Due to losses in the previous years pursuant to massive pressure of COVID-19 pandemic, the Company is still striving to recover the losses and is exploring the other prospective growth avenues so as to restore the Company's financial position.

During the year, the Company recorded a loss of Rs. 3,315,489 which has reduced as compare to the previous year loss of Rs. 2,82,227. The Assets base has improved with nominal growth as compared to the last year. On the other hand, the liabilities base is reduced as compare to last year which gives the prospects of revival of Company's business in the years to come.

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 on 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, NBFCs are a boon. They have emerged as a lucrative segment as far as NBFC is concerned. NBFC 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 on 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 of profit and their contribution in the growth of Indian GDP displays the perfect picture of how well NBFCs have been working these past years.

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 ofrefinancing 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 favorableto the sustainability of growth. Banks and housing financing companies have many options for the purpose ofrefinancing such as RBI, NABARD, EXIM bank and SIDBI for banks and National Housing Bank as the regulator of housing financing companies.

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 of 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.

Considering the large corporate, flexibility and classification under NPA is an essential element and shall bescheduled for efficient performance. Non-performing assets norms are relevant considering the efficientworking of a larger corporate as irregular cash flow poses a threat in regards of delay in payments. NPA shallbe classified on the basis of assets financed and a uniform system of classification of assets must be present.

Other challenges vis. Statutory tools, Limited leverage ratio, Lack of education among people, New to credit customers, Defaulter's information, etc are risk prone which increase threat in the sector.

Company is taking proper steps to mitigate the business risk.

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.

During the year, the Company recerded a loss of Rs. 3,315,489 which has increased as compare to the previous year loss of Rs.2,82,227. The Assets base has improved with nominal growth as compared to the last year. On the other hand, the liabilities base is reduced as compare to last year which gives the prospects of revival of Company's business in the years to come.

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:

The operating performance of the Company has been discussed in Directors Report under the head ‘Financial Highlights and Operations and Overall Performance' in the current Year.

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:-

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 of the Independent Directors was carried out by the entire Board and the performance evaluation of the Non-Independent Directors was carried out by the Independent Directors in their separate meeting. The Board of Directors expressed their satisfaction with the evaluation process.

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.

Pursuant to SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 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 sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company for the period under review.

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 non-banking 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.

The details of loans and Investments covered under section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 for the financial year 2022-23 are given in the Notes on financial statement referred to in the Auditors' Report.

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, 2023, 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, 2023 and of the and Loss of the Company for the year ended 31^st March, 2023.

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.

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

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.

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 2022-23: Not applicable, During the year under review there was no increase in the remuneration of employees.

d) Number of permanent employees on the rolls of the Company as at 31^st March, 2023 stood at 3 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.

The Company does not have any subsidiary, associate and joint venture company for the year ended 31^st March, 2023.

The Company has formulated the Nomination & Remuneration Policy in compliance with section 178(3) of the Companies Act, 2013 read along with the applicable rules thereto and Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for appointment of directors taking into consideration qualification and wide experience of the directors in the fields of banking, finance, regulatory, Marketing, administration, legal apart from compliance of legal requirements of the Company. The Company has laid down remuneration criteria for the directors, key managerial personnel and other employees in the Nomination and Remuneration Committee Policy. The Policy is available on the website of the Company www.dhenubuildconinfra.com.

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.

The Company has a vigil mechanism called "Whistle Blower Policy" with a view to provide a mechanism for Directors and employees of the Company to raise concerns of any violations of any legal or regulatory requirement, incorrect or misrepresentation of any financial statement and reports etc. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases.

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 of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 does not applicable on the Company.

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.

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

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, 2023 and the date of this Report.

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

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: i) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future ii) No change in nature of business.

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.

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

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

The Company supports and pursues the ‘'Green Initiative'' of the Ministry of Corporate Affairs, Government of India. Members are requested to support green initiative by registering their e-mail id (a) in case of electronic / demat holding with their respective Depository Participant and (b) in case of physical holding either with the RTA by sending e-mail to info@bigshareonline.com or with the Company by sending e-mail to dhenubuildcon@gmail.com by quoting name and folio number.

This initiative would enable the members to receive communication promptly besides paving way for reduction in paper consumption and wastage. You would appreciate this initiative taken by the Ministry of Corporate Affairs and your Company's desire to participate in the initiative. If there is any change in e-mail id, shareholder can update his / her e-mail id in same manner as mentioned above.

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 115^th AGM and the Annual Report for the financial year 2022-23, are being sent only by email to the Members. Members may note that this Notice and Annual Report 2022-23 will be available on the Company's website www.dhenubuildconinfra.com, websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and website of Big share at www.bigshareonline.com.

The COVID-19 pandemic badly affected the Company's financial condition. Due to this financial difficulty, your Company could not make the payment of Annual Listing Fees (ALF) to the Stock Exchange (BSE) since 2020-21. The Shares of the Company are continued to be listed on BSE Limited. Due to non-payment of listing fees, the trading of the Company's securities are suspended by BSE due to non- payment of ALF dues. The Company is striving hard to clear the Annual Listing fees.

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 endeavors.

31 ^ST MARCH 2023

To,

The Members

Office No. 4, Building No. 4, Vahatuk Nagar, Amboli, Andheri (West) Mumbai 400058

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Dhenu Buildcon Infra Limited, (hereinafter called the "Company"). Secretarial Audit was conducted in the manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representative during the conduct of secretarial audit, I hereby report that in my opinion the Company has during the period covering April 1, 2022 to March 31, 2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2023 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contract (Regulation) Act, 1956 ("SCRA") and the rules made there under; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI Act"), to the extent they are applicable to the company (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (d) The Securities and Exchange Board of India (Employee Share Based Benefits) Regulations, 2014; (Not Applicable to the company during the period under review); (e) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not Applicable to the company during the period under review) (g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client; (Not Applicable to the company during the period under review) (h) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013; (Not applicable to the company during the period under review) (i) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and: (Not Applicable to the company during the period under review) (j) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998. (Not Applicable to the company during the period under review) (vi) Other laws applicable specifically to the Company namely: (a) Reserve Bank of India Act, 1934 with regard to Non-Banking Finance Company (NBFC).

(b) Prevention of Money Laundering Act, 2002

(c) RBI Regulations issued for Non-Banking Financial (Non Deposit accepting and Holding) Companies. (d) All guidelines, circulars and notifications issued by the Reserve Bank of India for Non banking Financial Companies.

I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards Issued by The Institute of Company Secretaries of India (ii) SEBI (LODR), regulations, 2015 as amended from time to time

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent mentioned below:

I further report that

The Board of Directors of the Company is duly constituted with proper combination of executive director, non-executive director and independent director.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, the company has not undertaken any action having a major bearing on the company's affairs in pursuance of the above referred laws.