BDR Buildcon Ltd

To.

The Members,

The Directors of your Company have pleasure in presenting the 14th Annual Report together with the Audited Financial Statements of Accounts and Auditors Report of your Company for the financial year ended 31st March 2024.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company is as follows:

(in Rs.)

2. REVIEW OF PERFORMANCE

The Company is engaged in the business of all kinds of real estate projects primarily relating to the residential sector since incorporation.

During the year under review, the following is the performance review of the company:

Net loss for the FY 2023-2024 after tax is 8,80,604/- as compared to Net loss of previous FY 2022-2023 is Rs. 46,53,958/-.

3. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no material changes in the nature of business of the Company and it would continue to operate in overall real estate projects primarily relating to the residential sector.

4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION THE COMPANY

Your Directors further state that there were no material changes and commitments affecting the financials occurred between the ends of the financial year to which these financial statements relate and the date of this report.

5. SHARE CAPITAL

During the year there is no change in the share capital of the Company.

6. DIVIDEND

In absence of profits, your directors have not recommended any dividend for the FY 2023-2024.

7 PROPOSED TO CARRY TO RESERVES

The Board has not transferred any amount towards General Reserves for the year under review.

8. DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the financial year. There is no unclaimed or unpaid deposit lying with the Company.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no Dividend declared in previous years, the provisions of Section 125 of the Companies Act. 2013 do not apply.

10. STOCK-EXCHANGE & LISTING FEES

Company's Equity Shares at present are listed at NSE UP Emerge. It may be noted that there are no payment outstanding to the Stock Exchange by way of listing fees etc.

11. NUMBER OF BOARD MEETING

The Board of Directors has met 4 (Four) times during the financial year 2023-2024. None of the two Board meeting have a as of more than 120 days between them.

12. ORDERS PASSED BY REGULATORS/COURTS

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable as Company is not covered under the criteria mentioned in Section 135(1) of Companies Act, 2013.

14. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED,/ RESIGNED DURING THE FINANCIAL YEAR

i. Appointment of KMP

During the year under review, there is no change in the directors and Key Managerial Personnel of the Company other than the appointment of Mr. Malay Kumar Majumder as Non-Executive & Independent Director dated 29th August, 2023 effective from 24th January, 2023.

15. DECLARATION OF INDEPENDENCE

The company has received necessary declarations from all the Independent Directors that they meet the criteria of Independence laid down in section 149(6) of the Act and Regulation 16(l)(b) of the Listing Regulations and that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated which could impair nr impart their ability to discharge their duties with an objective OF INDEPENDENT judgment and without any external influences.

16. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Risk Management is an integral part of the Company's business strategy. The Board reviews compliance with risk policies, monitors risk tolerance limits, reviews and analyzes risk exposure related to specific issues and provides oversight of risk across the organization. The Board nurtures a healthy and independent risk management function to inculcate a strong risk management culture in the Company.

17. ANNUAL RETURN

In terms of provisions of Section 92 and 134 of the Act, an extract of Annual Return in prescribed format is annexed to this Report as Annexure -1 and the copy of annual return is placed on the website of the Company at the web-link www.bdrbuildcon.com

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013

There was no loan and guarantee made by the Company under Section 186 of the Companies Act, 2013 during the Financial Year under review. However, Company has not made any investment for the period under review.

19. PARTICULARS OF CONTRACTS OR arrangement MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the financial year under review.

20. CONSERVATION 0F ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required to be given 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 our Company.

21. FOREIGN EXCHANGE EARNINGS AND OUTGO

22. SECRETARIAL AUDITOR

Pursuant to section 179 and 204 of the Act and rules made thereunder, M/s Kanishk Arora & Co., practicing Company Secretaries (Membership Number: 9575 / Certificate of Practice No.: 13253) was appointed as a Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2023 24, in the manner as stated above in forgoing provisions.

The Secretarial Audit Report for the financial year 2023-24 is appended as Annexure-2 which forms part of this Report.

The said Secretarial Auditor's Report does not contain any qualifications, reservations and adverse remarks.

23. AUDIT COMMITTEE AND VIGIL MECHANISM

The Audit Committee of the Company comprised of the following members:-

The above composition of the Audit Committee consists of independent Directors viz., Mr. Rajinder Parsad Sharma and Mr. Malay Kumar Majumder who form the majority.

The Company Secretary functions as Secretary to the Committee.

During the year under review. 4 (four) meetings of the Audit Committee were held. The gap between two Audit Committee Meetings did not exceed one hundred and twenty days as prescribed in the Listing Regulations.

The Company has established a viqil mechanism and overseas through the committee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.

The Whistle Blower Policy is available on the Company's website.

24. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company comprised of the following members:-

During the year under review. 4 (four) meetings of the Stakeholders Relationship Committee were held. The gap between two Audit Committee Meetings did not exceed one hundred and twenty days as prescribed in the Listing Regulations.

25. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company comprised of 4 (four) Directors, which is as follows;

During the year under review. 1 (one) meeting of the Nomination and Remuneration Committee were held.

All Directors. Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company. The Code of Conduct is available on the Company's website. All Directors have confirmed compliance with provisions of section 164 of the Companies Act, 2013.

26. REMUNERATION POLICY

The company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. The policy is available on the Company's website.

27. HUMAN RESOURCE MANAGEMENT & SAFETY

During the financial year, the Company had cordial relations with workers, staff and officers. Company believes in empowering its employees through greater knowledge, team spirit and developing greater sense of responsibility.

28. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013

The Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company.

29. EVALUATION OF THE BOARD'S PERFORMANCE

The Companies Act, 2013 mandated formal annual evaluation by the Board of its own performance and that of its committees and Individual Directors. Schedule IV to the Companies Ad, 2013 provides that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Directors being evaluated.

Pursuant to the provisions of the Companies Act. 2013, the Board has carried out annual evaluation of performance of Directors individually. Board as a whole and following Committees of the Board of Directors.

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholder Relationship Committee

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and Nomination and Remuneration Committee.

An exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

30. INTERNAL CONTROL SYSTEM & INTERNAL AUDITORS

The Company has adequate internal control systems and procedures designed to effectively control the operations. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements. The Company has well designed Standard Operating Procedures.

M/s Naveen Upadhyaya & Associates, Chartered Accountant has been appointed in Company for the purpose of Internal Audit

Independent Internal Auditor conducts General Accounting & Statutory Compliance with specified standards. Planned periodic reviews are carried out by Internal Audit. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors.

The Audit Committee also met the company's Statutory Auditors to ascertain their views on the financial statements, including the Financial Reporting Systems, Compliance to Accounting Policies and Procedures, the adequacy and effectiveness of the Internal Controls and Systems followed by the Company.

31. COST AUDITORS

Company does not appoint cost auditor as the provisions related to Cost Audit is not applicable to the Company.

32. PARTICULARS OF REMUNERATION AND EMPLOYEES

Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014, regarding directors and employees is given in Annexure-3.

33 SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES

Company does not have any subsidiary, joint ventures and associate Companies within the meaning of the Companies Act, 2013. Therefore the disclosure of particulars with resped to information related to performance and financial position of the Subsidiaries, Joint ventures or associate Companies subject to rule 8(1) of Companies (Accounts) Rules. 2014 is not applicable.

34. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

1. Names of companies which have become to be its Subsidiaries, joint ventures or associate companies during the year: N.A.

2. Names of companies which have ceased to be its Subsidiaries, joint ventures or associate companies during the year: N.A.

35. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review, h SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

36. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:—

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 at the end of the financial year and of the profit and 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 this Act 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 controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

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

The Company's Internal Auditors have conducted periodic audits to provide reasonable assurance that the Company's approved policies and procedures have been followed.

37 MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Regulation 3A of the SEBI Listing Regulations, is annexed as Annexure- A to this Board Report.

38. ACKNOWLEDGEMENTS

Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.