Dear Members,

Your Directors are pleased in presenting 19^th Annual Report of Bhanderi Infracon Limited along with the

Company's Audited Financial Statements for the financial year ended March 31, 2023.

1. FINANCIAL RESULTS:

2. COMPANY PERFORMANCE:

Standalone Financial Operations:

During the year under review, the management of the Company made great efforts for generating revenue The total revenue from operations for the year under review was Rs.279 Lakhs as compared to

Rs.576 Lakhs in the previous year. The Profit after Tax (PAT) for the year under review stands at Rs.57 Lakhs, as compared to Rs.24 Lakhs in the previous year.

Consolidated Financial Operations:

The total consolidated revenue for the year under review was Rs.763 Lakhs as compared to Rs.670 Lakh in the previous year. The Consolidated Profit after Tax (PAT) of the group is Rs.70 Lakhs as compared to Rs.35 Lakhs in the previous year.

3. DIVIDEND:

Your Directors have decided to retain the profits of the Company into the business with a view to conserve resources for future growth and expansion and hence they do not recommend any dividend for the Financial Year ended 31^st March, 2023.

4. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the Financial Year March 31, 2023 will be uploaded on the website of the Company and can be accessed at http://www.bhanderiinfracon.com/

5. AMOUNTS TRANSFERRED TO RESERVES:

Yours directors do not recommend transfer of any amount out of profits to the reserves.

6. SHARE CAPITAL

As on 31^st March, 2023, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stood at Rs.2,59,66,000 (Rupees Two Crores Fifty Nine Lakhs Sixty Six Thousands Only) divided into 25,96,600 (Twenty Five Lakhs Ninety Six Thousands Six Hundred Only) Equity Shares of Rs.10/- (Rupee Ten Only) each.

During the financial year 2022-23, there was no change in the share capital of your Company.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

As on 31^st March, 2023, the Company has 6 (Six) Subsidiaries which are as follows: Bhanderi Gandhinagar Projects Private Limited

Hareram Jems and Exports Private Limited ( Earlier known as Bhanderi Happiness Private Limited) Bhanderi Kathwada Private Limited Bhanderi Pethapur Projects Private Limited Bhanderi Talod Project Private Limited Dharnidhar Developers

Statement containing salient features of the financial statement of Subsidiary Companies in Form AOC-1 forms part of this Annual Report as Annexure - I.

8. DEPOSITS:

Details relating to Deposits: a. Accepted during the year: NIL b. Remained unpaid or unclaimed as at the end of the year NIL c. Default in repayment of deposits or payment of interest thereon during the year Not Applicable d. Deposits not in compliance with the provisions of the Companies Act, 2013 NIL

Form DPT 3 - Transactions by a company not considered as deposit as per rule 2 (1) (c) of the Companies (Acceptance of Deposit) Rules, 2014 for FY 2021-22 and FY 2022-23 filed with MCA on 18.06.2022 and 22.07.2023 respectively.

9. COMPOSITION OF THE BOARD:

As on 31^st March, 2023, the composition of the Board of the Company was as follows:

As on the date of this Report, we regret to inform the members of the company that Mr. Dhirubhai Bhanderi, expired on 2^nd August 2023 duet to prolonged illness.

On 18^th August, 2023, the Board have appointed Mr. Lokesh Laxmanbhai Dave as an Additional Director

Independent Non-Executive Director for a period of five years subject to the approval of members at the this Annual General Meeting.

In accordance with the provisions of Companies Act, 2013 and as per Articles of Association of the Company, Mrs. Bhumikaben Patel (DIN: 06984921), of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and has offered himself for re appointment and the Board recommends his re-appointment.

Based on the confirmations received from Directors, none of the Directors disqualified under Section 164 of the Companies Act, 2013.

10. MEETINGS OF THE BOARD:

During the financial year ended 31^st March, 2023, the Board of Directors met 7 times during the financial under review on 30.05.2022, 14.06.2022, 12.07.2022, 24.08.2022, 06.10.2022, 15.11.2022, 05.12.2022 and 06.01.2023.

11. COMMITTEES OF THE BOARD AS ON MARCH 31, 2023:

With a view to have a more focused attention on business and for better governance and accountability, the Board has constituted following mandatory committee and their functioning is reviewed from time to time.

a. Audit Committee b. Nomination & Remuneration Committee c. Stakeholders Relationship Committee

a. Audit Committee:

In terms of section 177(2) read with section 134(3) of the Companies Act, 2013 of the Company has constituted Audit Committee. The Audit Committee is responsible to evaluate and oversee financial reporting processes, review the financial statements, quarterly, half yearly/annual financial results, adequacy of internal control systems, discussions with the Auditors on any significant findings, etc. The board has accepted and taken steps to implement all recommendation of Audit Committee.

On 18^th August, 2023, the Board have appointed Mr. Lokesh Laxmanbhai Dave as an Additional Director

Independent Non-Executive Director for a period of five years subject to the approval of members at this Annual General Meeting.

Composition of the Audit Committee:

Meetings of the Audit Committee:

Two Meetings of the Audit Committee were held during the financial year. The Audit Committee Meeting dates and details of Members attendance thereat are as given below:

b. Nomination & Remuneration Committee:

The Remuneration Policy of the Company envisages as follows:

a) Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

b) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the Directors, key managerial personnel and other employees;

c) Formulation of criteria for evaluation of Independent Directors and the Board;

d) Devising a policy on Board diversity;

e) Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

On 18^th August, 2023, the Board have appointed Mr. Lokesh Laxmanbhai Dave as an Additional Director

Independent Non-Executive Director for a period of five years subject to the approval of members at this Annual General Meeting.

Composition of the Nomination & Remuneration Committee:

During the year, one Meeting was held of the Committee was held on 30.05.2022.

Committee):

The Stakeholders Relationship Committee has been constituted specifically to look into the redressal of the grievances of the security holders of the Company.

On 18th August, 2023, the Board have appointed Mr. Lokesh Laxmanbhai Dave as an Additional Director

Independent Non-Executive Director for a period of five years subject to the approval of members at this Annual General Meeting.

Constitution and terms of reference of the Committee:

Meetings of the Stakeholders Relationship Committee:

4 (four) Meetings of the Stakeholders Committee were held during the financial year. The Stakeholders Relationship Meeting dates and details of Members attendance thereat are as given below:

12. RELATED PARTY TRANSACTIONS:

The transactions entered with Related Parties during the financial year 2022-2023 were on an arm's length basis and in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. Further, during the year under review, there are no materially significant related party transactions, which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

COURTS:

During the year under review, there has been no such significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

14. CHANGE IN THE NATURE OF BUSINESS:

During the year, there is no change in the nature of the business of the Company as it continues its primary real estate business. The company has closed down its grocery outlet.

15. VIGIL MECHANISM:

The Company has established a Vigil Mechanism for enabling the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. The Audit Committee of the Board has been entrusted with the responsibility of overseeing the Vigil Mechanism.

16. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

17. BOARD EVALUATION:

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors. The Nomination and Remuneration Committee of the Board is entrusted with the responsibility in respect of the same. The Committee studies the practices prevalent in the industry and advises the Board with respect to evaluation of Board members. On the basis of the recommendations of the Committee, the Board carries an evaluation of its own performance and that of its Committees and individual Directors.

18. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to provisions contained in section 134(5) of the Companies Act, 2013, your Directors after due inquiry confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2023 the applicable accounting standards have been followed and no material departures have been made from the accounting standards;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit or loss of the Company for that period;

c. the Directors had 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 had prepared the annual accounts on a going concern basis.

e. the Directors had laid down internal financial control which are adequate and were operating effectively;

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

19. AUDITORS & THEIR REPORT:

The matters related to Auditors and their Reports are as under:

a) Statutory Auditor:

M/s. S A R A & Associates, Chartered Accountants (Firm Reg. No. 120927W) were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 27, 2019. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

b) Details of Frauds Reported by Auditor:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed there under.

c) Observations of Statutory Auditors on accounts for the year ended 31st March 2023:

There are no observations made by the Statutory Auditors in their report for the financial year ended 31^st March 2023.

d) Appointment of Secretarial Auditor for the Financial Year 2022-23:

Pursuant to the provisions of the Section 179(3) and 204 of the Companies Act, 2013 read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors of the Company hereby appointed Mrs. Manisha Chindarkar, (COP No.17794) Practicing Company Secretary as a Secretarial Auditors of the Company for the Financial Year 2022-23 .

e) Secretarial Audit Report for the year ended 31^st March, 2023:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. Secretarial Audit Report issued by Mrs. Manisha Chindarkar, Practicing Company Secretary in Form MR-3 for the financial year 2022-23 forms part of this report and attached herewith as "Annexure II"

f) Observations given by Secretarial Auditor in the Secretarial Audit Report for the year ended 31^st March, 2023:

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee, security or investments covered under are disclosed in the Notes to the Financial Statements.

21. REMUNERATION TO DIRECTORS AND EMPLOYEES

No remuneration paid to any Directors during the year under review. As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are 18 employees in the company but they do not fall under the above category, thus no information is given in the report.

22. CORPORATE GOVERNANCE REPORT:

The Company has been exempt from reporting on corporate governance as per Regulation 15 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015. Therefore, Corporate Governance Report is not attached.

(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

There were no complaint has been received pertaining to sexual harassment during the financial year 2022-23.

24. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

As per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of this Annual Report being attached as

"Annexure III".

25. INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

EARNINGS AND OUTGO:

Particulars required to be furnished by the Companies as per Rule 8 of Companies (Accounts) Rules, 2014, are as follows:

1. RULE 8 SUB-RULE 3 (A) PERTAINING TO CONSERVATION OF ENERGY:

The activities carried out by your Company are not energy intensive. Hence, no step for Conservation of Energy is required to be taken by the Company.

2. B. SUB-RULE 3 (B) PERTAINING TO TECHNOLOGY ABSORPTION:

Rule 8 of The Companies (Accounts) Rules, 2014 relating to the Technology absorption is not applicable to the Company.

However, it is to be noted that the Company strives to upgrade and update its technology in order to provide better services to all its stakeholders.

3. RULE 8 SUB-RULE 3 (C) PERTAINING TO FOREIGN EXCHANGE EARNINGS AND OUTGO:

There are no Foreign Exchange Earnings and outgo during the Financial Year 2022-23.

27. COST AUDIT:

Section 148(1) of the Companies Act, 2013 with respect to maintenance of Cost records is not applicable to your Company.

28. RISK MANAGEMENT POLICY:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment and takes all measures necessary to effectively deal with incidences of risk.

FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

30. SECRETARIAL STANDARDS:

During the year under review, Company has complied with all the applicable provisions of secretarial standards issued by the Institute of Company Secretaries of India.

31. ACKNOWLEDGEMENTS:

The Board of Directors expresses their deep gratitude for the co operation and support extended to your Company by its customers, suppliers, bankers and various government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continued co operation.