aarv infratel ltd Directors report

To

The Members,

Your directors have pleasure in presenting the 31st Annual Report of Bhudevi Infra Projects Limited (Formerly known as AARV Infratel Limited) together with the Audited accounts for the financial year ended 31st March 2023.

FINANCIAL RESULTS:

The performance of the Company for the financial year ended 31st March 2023 is summarized below:

PARTICULARS	Financial Year 2022-23	Financial Year 2021-22
Total Income	62.30	28.24
Total Expenditure	30.19	8.23
Profit/(Loss) before Depreciation & Financial Charges	32.11	20.01
Depreciation	-	-
Financial Charges	-	-
Profit/Loss Before Tax	32.11	20.01
Prior period items	-	-
Provision for tax	-	-
Deferred tax	-	-
Net Profit/(Loss)	32.11	20.01

FINANCIAL PERFORMANCE AND STATE OF COMPANYS AFFAIRS:

In the year 2022-23, the Company has reported net revenue. Hence, Profit before Tax for the year under review stood at Rs. 32.11 Lakhs as compared to Rs. 20.01 Lakhs loss reported last year.

There is a change in business pursuant to the Takeover of the company and the objects of the Company has been Amended vide special resolution passed by the shareholders of the Company vide postal ballot dated 14th August, 2022 by shareholders of the company.

TRANSFER OF AMOUNT TO RESERVES:

The Company has not proposed to transfer any amount to the general reserve for the financial year ended 31st March, 2023.

DEPOSITS

There were no outstanding deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with rules made thereunder as on 31st March, 2023. Your Company did not accept any deposit during the period under review.

DIVIDEND:

The Board of directors does not recommend any dividend for the year as at 31st March, 2023.

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Listing Regulations], the Board of Directors of the Company had formulated a Dividend Distribution Policy (‘the Policy). The Policy is available on the Companys website URL: https://drive.google.com/file/d/1z3BIffChwLv75KBBe2lJ1aH71GyGDYHO/view.

CHANGE IN REGISTERED OFFCIE OF THE COMPANY

The Company having by special resolution altered the provisions of its Memorandum of Association with respect to the place of the Registered Office by changing it from the state of Karnataka to the Telangana outside the jurisdiction of existing ROC Bangalore to the ROC Hyderabad i.e., from Plot No.78, Sai Durga Enclave, Agrahara Village Kogilu, Yelahanaka. Bangalore Karnataka 560064 India to 1-8-303/48/13/202, 302, 3rd Floor, Arya One, Sindhi Colony, S.P. Road, Secunderabad Hyderabad Telangana 500003 India and such alteration having been confirmed by an order of Regional Director with effect from 3rd August 2023.

CHANGE IN NATURE OF BUSINESS

The Nature of the Business of the Company has been changed from Telecom Infrastructure to Real Estate and related activity vide shareholders resolution passed through postal ballot dated 14th August, 2022.

NAME CHANGE OF THE COMPANY

The name of the company has been changed from Aarv Infratel Limited to Bhudevi Infra Projects Limited with effect from the date 09th Day of September 2022 and the CIN from L45100KA1992PLC100274 to L45100TS1992PLC175723.

CHANGE IN THE OWNERSHIP OF THE COMPANY.

During the year Open Offer made by Mr. Bhasker K Bhatt ("Acquirer 1"), Mr. Madhav Bhasker Bhatt ("Acquirer 2"), Mr. Pathika B Bhatt ("Acquirer 3") and Mr. Rohan R Bhatt("Acquirer 4"), (hereinafter collectively referred to as ("Acquirers ") to the Equity Shareholders of AARV Infratel Limited (hereinafter referred to as "AARV"/"Target Company") pursuant to and in compliance with regulation 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to acquire up to 11,93,202 Equity Shares of ? 10/- each representing 26% of the Equity Share Capital/Voting Capital of the Target Company ("Offer Size") at an Offer Price per equity share of ? 3.60 per Equity Share ("Offer Price"), payable in cash, subject to the terms and conditions set out in the PA, DPS, DLoF and LoF sent to the Public Shareholders of the Target Company.

The Acquirers post the Acquisition hold officially 34,21,955 Equity Shares of ? 10/- each representing 74.56 % of the Equity Share Capital/Voting Capital of the Target Company. The takeover was completed in the month of May, 2022.

LISTING OF EQUITY SHARES:

The Company shares are listed in BSE Limited and are infrequently traded. There is no change in share capital:

The company has not bought back any of its securities.

The Company has not issued any Sweat Equity Shares.

No Bonus shares were issued during the year.

Company has not issued any Preference shares/Debentures.

Has not provided any Stock Option Scheme.

DIRECTORS AND KEY MANAGERIAL PERSONNE

L: Appointment / Re-appointment

There was no Director(s) who ceased / re-elected / re-appointed, during the year under review except the Appointment of Company Secretary Mrs. Triveni Banda with effect from 14^th November 2022

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Madhav B Bhatt (DIN: 09486950) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

Appointment of Director

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors at their meeting held on 06th September, 2023 have appointed Mrs. Pathika B Bhatt (DIN:09488957) as an Additional Director in the capacity of Non-Executive Director of the Company who holds office till the conclusion of ensuing Annual General Meeting.

The Board, considered the appointment of Mrs. Pathika B Bhatt (DIN:09488957) as Non-Executive Non-Independent Director, whose office is liable to retire by rotation, subject to approval of shareholders. Accordingly, a resolution seeking approval of Shareholders for her appointment as Non-Executive Director is included at Item No.3 of the Notice convening the Annual General Meeting.

Resignation of Director

None of the Directors were resigned during the Financial Year 2022-23 and subsequently Mrs. Anita Sakuru (DIN: 00475947) Independent Director of the Company tendered her resignation letterdated 6^thSeptember, 2023 due to personal reasons and the same was considered and approved by the Board of Directors tat their meeting held on 6^thSeptember, 2023.All the Independent Directors have given declarations stating that they meet the criteria of independence asprovided in Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status asindependent directors of your Company.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification ofDirectors) Rules, 2014, as amended, all the Independent Directors of your Company have got their namesincluded in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

DECLARATION BY INDEPENDENT DIRECTORS:

In terms of Section 149 of the Act and SEBI Listing Regulations Mr. Yerrapragada Mallikarjuna Rao Mr. Hari Prasad Puttumurthi are the Independent Directors of the Company as on date of this report.

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of directors and Senior Managers. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with objective independent judgements and without any external influence. The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

Independent Directors of the company have additionally met 1 time i.e., 13th February, 2023, in the financial year 2022-23 Including for: a. To review the performance of non independent Directors and the Board as a whole, b. To review the performance of Board taking into account the views of executive and non executive directors, c. To assess the quality, quantity and timeliness of flow of information between the company management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

APPOINTMENT OF THE REGISTRAR & SHARE TRANSFER AGENT:

At present Venture Capital and Corporate Investments Private Limited is the Registrar & Share Transfer Agent of the Company. Members may contact the RTA for resolving any query related to shares or for effecting transfer of shares, etc.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company familiarizes its Independent Directors with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc., through various programmes. These include orientation Programme upon induction of new Director, as well as other initiatives to update the Directors on an ongoing basis Further, the Company also makes periodic presentations at the Board and Committee meetings on various aspects of the Companys operations including on Health and Safety, Sustainability, Performance updates of the Company, Industry scenario, Business Strategy, Internal Control and risks involved and Mitigation Plan. The details of the Familiarization Programme for Independent Directors for FY 2022-23 is disclose on the Companys website. https://drive.google.com/file/d/ 13M7T_6Z1nVcyK28vYrSEI4CxAZcGzogG/view.

CODE OF CONDUCT:

The Company has laid down a "Code of Business Conduct and Ethics" for the Directors and the Senior Management Personnel. The Board has also approved a Code of Conduct for the Non-Executive Directors of the Company, which incorporates the duties of Independent Directors as laid down in Schedule IV of Companies Act, 2013. The policy on code of conduct is available at the website of the Company https:// drive.google.com/file/d/1uMgifFbfKgn-FGuq6X_g9zfci55tItOa/view.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

Code of Conduct for the Prevention of Insider Trading is in accordance with the requirements specified in the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Board has adopted the same. Insider Trading Policy explains the guidelines and procedures to be followed and disclosures to be made while dealing with shares as well as the consequences of violation of norms. Insider Trading Policy is available on the website of the Company https://www.bhudeviprojects.com/.

REMUNERATION POLICY

The Nomination and Remuneration Committee will recommend the remuneration in whatever form/fee to be paid to the Managing Director, Whole-time Director, other Directors, Key Managerial Personnel and Senior Management Personnel to the Board for their approval. The level and composition of remuneration/ fee so determined by the Committee shall be reasonable and sufficient to attract, retain and motivate directors, Key Managerial Personnel and Senior Management of the quality required to run the Company successfully. The relationship of remuneration/fee to performance should be clear and meet appropriate performance benchmarks. The remuneration should also involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. (i) DIRECTOR/ MANAGING DIRECTOR

Besides the above Criteria, the Remuneration/compensation/commission/fee/incentives to be paid to Director/Managing Director/Whole Time Director shall be governed as per provisions of the Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force. If any director draws or receives, directly or indirectly, by way of remuneration any such sums in excess of the limit prescribed by this section or without approval of members by way of Special Resolution, where required, he shall refund such sums to the company, within two years or such lesser period as may be allowed by the Company.

(ii) NON-EXECUTIVE DIRECTORS INCLUDING INDEPENDENT DIRECTORS

The Non-Executive Directors (including Independent Directors) may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force

(iii) REMUNERATION OF DIRECTORS i. Details of Remuneration paid to the Directors for the financial year ended 31st March, 2023.

Name of Director	Salary	Benefits	Commis- sion	Bonuses	Stock Option & Pension	Sitting Fee	Total
Bhasker K Bhatt	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Madhav B Bhatt	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Hari Prasad Puttumurthi	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Yerrapragada Mallikarjuna Rao	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Sakuru Anita	NIL	NIL	NIL	NIL	NIL	NIL	NIL

During the year under review, the Company had not paid the sitting fees and had not reimbursed out of pocket expenses incurred for attending the meeting of the Board/Committees to the Non-Executive Directors including Independent Directors of the Company. ii. Pecuniary Transactions There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company that have a potential conflict with the interests of the Company.

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act, the Key Managerial Personnel (‘KMPs) of the Company during FY 2022-23 are:

1. Mr. Bhasker K Bhatt is Managing Director (w.e.f 30-06-2022)

2. Mr. Rohan Rajendrakumar Bhatt is Chief Financial Officer (w.e.f 30-06-2022)

3. Mr. Asfar Faiz Imam was Company Secretary and Compliance officer of the Company and Resigned (w.e.f. 14-11-2022)

4. Mrs. Triveni Banda is Company Secretary and Compliance officer of the Company (w.e.f 14-11-2022)

MEETINGS OF BOARD:

During the year, the Board of Directors met 6 times, i.e.,

30^th May 2022,

13^th August 2022,

6^th September 2022,

14 November 2022,

09 December 2022,

13 February 2023

The maximum interval between any two meetings did not exceed 120 days.

COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Details of composition, terms of reference and number of meetings held for respective committees Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.

Director	Category	No. of Other Director- ship(s)	Number of Membership (s) /Chairmanship(s)** of Board Committeesin other Companiesas on 31.03.2023	No. of Board Meeting attended	Whether attended the last AGM (Yes/ No)
Sakuru Anita Yerrapragada	Director Independent	0	0	6	Yes
Mallikarjuna Rao	Director	3	3	6	Yes
			i. Source Industries (India) Limited.
			ii. Chairman of Audit Committee
			iii.Chairman of Stakeholders Relationship Committee.
			iv. Sophia Traexpo Limited
			Chairman of Audit Committee Chairman of Stakeholders Relationship Committee.
Bhasker K Bhatt	Managing Director	0	0	4	No
Madhav B Bhatt	Director	0	0	4	No
Hari Prasad Puttumurthi	Independent Director	1	0	4	Yes

Note: Mrs. Anitha Sakuru had resigned as Director with effect from the 6th of September, 2023. Subsequently, Mrs. Pathika B Bhatt (DIN:09488957) has been appointed as Director with effect from the 6th of September, 2023.

Notes:

* Excludes Directorships in Private Limited Companies, Foreign Companies and Section 8 Companies. ** Only Audit Committee and Stakeholders Relationship Committee have been considered in terms of Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. ("Listing Regulations").

All Directors are in compliance with the limit on Directorships as prescribed under Regulation 17A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Directors are related to each other

Independent Director Means Director as mandated in Listing Regulations and Section 149(6) of the Companies Act, 2013. All the Independent Directors have given the declaration of their independence at the beginning of the financial year.

None of the Directors on the Board:

is a member of more than 10 Board level committees and Chairman of 5 such committees across all the Public Companies in which he or she is a director; holds directorships in more than ten public Companies;

Serves as Director or as Independent Director (ID) in more than seven listed entities; and who are the Executive Directors serves as ID in more than three listed entities. All the Directors of the Company are appointed/ re-appointed by the Shareholders on the basis of recommendations of the Board and Nomination and Remuneration Committee.

AUDIT COMMITTEE:

The management is responsible for the Companys internal controls and the financial reporting process while the statutory auditors are responsible for performing independent audits of the Companys financial statements in accordance with generally accepted auditing practices and for issuing reports based on such audits. The Board of Directors has constituted and entrusted the Audit Committee with the responsibility to Supervise these processes and thus ensure accurate and timely disclosures that maintain the transparency, integrity and quality of financial control and reporting. The constitution of the Audit Committee also meets with the requirements of Section 177 of the Companies Act, 2013 and Listing Regulations.

The Audit Committee comprises of Independent Directors and Non-Executive Directors. All members of the Audit Committee are financially literate and bring in expertise in the fields of finance, economics, strategy and management.

During the financial year 2022-23, the Audit Committee met four times viz., on 30^th May 2022, 13^th August 2022, 14^th November 2022, 13^th February 2023.

The below table gives the composition and attendance record of the Audit Committee and the Company Secretary of the Company act as the secretary of the Committee.

The Composition, Number of meetings held/attended during the financial year of the Audit Committee is as follows:

Name	Position	Number of meetings during the financial year
		Held	Attended
1 Mr.Yerrapragada Mallikarjuna Rao	Chairman	4	4
2 Mr. Hari Prasad Puttumurthi	Member	4	4
3 Mrs. Anitha Sakuru	Member	4	4

Note: Mrs. Anitha Sakuru had resigned as member with effect from the 6th of September, 2023. Subsequently, Mrs. Pathika B Bhatt (DIN:09488957) has been appointed as member with effect from the 6th of September, 2023.

NOMINATION & REMUNERATION COMMITTEE:

The Board has constituted Nomination & Remuneration Committee consisting of three Independent Directors and one Non-Independent Director. The terms of reference of the Committee covers evaluation of compensation and benefits for Executive Director(s), Non-Executive Director(s), Senior Management Employees, framing of policies and systems of the Employee Stock Appreciations Rights Plan 2021 and looking after the issues relating to major HR policies.

During the financial year 2022-23, the Committee met two times i.e, 30th June, 2022 and 14th November, 2022

The below table gives the composition and attendance record of the Nomination & Remuneration Committee and the Company Secretary of the Company act as the secretary of the Committee.

Name	Position	Number of meetings during the financial year
		Held	Attended
1 Mr. Hari Prasad Puttumurthi	Chairman	1	1
2 Mr. Yerrapragada Mallikarjuna Rao	Member	1	1
3 Mrs. Anitha Sakuru	Member	1	1

Note: Mrs. Anitha Sakuru had resigned as member with effect from the 6th of September, 2023. Subsequently, Mrs. Pathika B Bhatt (DIN:09488957) has been appointed as member with effect from the 6th of September, 2023.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board has constituted Stakeholders Relationship Committee consisting of majority of Independent Directors and a Non-Executive Director.

The Stakeholders Relationship Committee is empowered to perform the functions of the Board relating to handling of stakeholders queries and grievances.

During the financial year 2022-23, the Committee met four time i.e., on 30th May 2022,13th August 2022, 14 November 2022, 13th February,2023.

The below table gives the composition and attendance record of the Stakeholders Relationship Committee. The Company Secretary of the Company act as the secretary of the Committee and also designated as Compliance Officer.

Name	Position	Number of meetings during the financial year
		Held	Attended
1 Mr. Yerrapragada Mallikarjuna Rao	Chairman	4	4
2 Mrs. Anitha Sakuru	Member	4	4
3 Mr. Hari Prasad Puttumurthi	Member	4	4

Note: Mrs. Anitha Sakuru had resigned as member with effect from the 6th of September, 2023. Subsequently, Mrs. Pathika B Bhatt (DIN:09488957) has been appointed as member with effect from the 6th of September, 2023.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Companys Policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act. The policy on Directors appointment and remuneration is available at the website of the Company https://www.bhudeviprojects.com/.

DEPOSITS:

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no loans, guarantees or investment made by the company under section 186 of the Companies Act 2013, during the financial year 2022-23.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

As per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder.

During F.Y. 2022-23 the Company had received 0 complaints on sexual harassment. a. number of complaints filed during the financial year : Nil b. number of complaints disposed of during the financial year : Nil c. number of complaints pending as on end of the financial year : Nil

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 and based on the representations received from the management, the directors hereby confirm that:

i. In the preparation of the annual accounts for the financial year 2022-23, the applicable accounting standards have been followed and there are no material departures.

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

iii. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

VIGILANCE MECHANISM / WHISTLE BLOWER POLICY:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In line with the AARV Code of Conduct (‘ACoC), any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the ACoC cannot be undermined. Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. No person has been denied access to the Chairperson of the Audit Committee. In addition to the above, the employee also has an option to approach the Chief Ethics Counselor (‘CEC). Details of the Vigil Mechanism and Whistle Blower Policy. The policy on the Vigil Mechanism is available at the website of the Company Independent Director https://drive.google.com/file/d/ 1AQdv9RquU46HPkaTiVvU-Q3pR9a-wj5T/view.

REPORTING OF FRAUDS:

There was no such 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 the Act and the rules made thereunder.

AUDITORS REPORT:

There are no qualifications, reservations or adverse remarks made by M/s MHA & Associates LLP, Chartered Accountants, Firm Registration no. S200133, Statutory Auditors in their report for the Financial Year ended 31st March, 2023. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under sub-section (12) of section143 of the Companies Act, 2013, during the year under review.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has re-appointed Ms. Swati Doogar & Co. FRN - 017620S Membership number – 233924, Hyderabad, India as the Internal Auditor of your Company. The Internal Auditors are submitting their reports on quarterly basis.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, safeguarding of its assets, prevention and detection of frauds, errors, accuracy and completeness of the accounting records and timely preparation of financial information. Company has well placed, proper and adequate internal financial control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the Organization. The internal financial control system ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. Internal Auditors independently evaluate the adequacy of internal controls and audit the transactions. Independence of the audit and compliance is ensured by timely supervision of the Audit Committee over Internal Audit findings. Significant audit observations and corrective actions as suggested are presented to the Audit Committee on regularly basis.

SECRETARIAL AUDITOR:

N. Vanitha, Practicing Company Secretary was appointed to conduct the Secretarial Audit of the Company for the financial year 2022-23, as required under Section 204 of the Companies Act, 2013 and Rules made there-under. The secretarial audit report for FY 2022-23 is given in Form No: MR 3 is herewith annexed as Annexure-I attached hereto and forms part of this Report. The Board has appointed M/s. N. Vanitha, Practicing Company Secretary, as secretarial auditors of the Company for the financial year 2022-23

SECRETARIAL AUDIT REPORT:

There are no qualifications, reservations or adverse remarks made by M/s. N. Vanitha, Practicing Company Secretary in their report for the Financial Year ended 31st March, 2023 is enclosed herewith as

Annexure-I.

MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company and accordingly such accounts and records are not required to be made and maintained.

COST AUDITORS

The appointment of Cost Auditors as specified under sub-section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS:

During the current FY 2022-23, the Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board of Directors Meetings and Annual General Meetings.

RISK MANAGEMENT POLICY:

The Company has developed and implementing a risk management policy which includes the identification there in of elements of risk, which in the opinion of the board may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of section 135(1) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Corporate social responsibility policy) Rules,2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), corporate social responsibility is not applicable to the Company during the financial year 2022-23

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO:

Information required under section134 (3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as Annexure-II.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is herewith annexed as Annexure-IV.

The Company does not have any employee who is employed throughout financial year or part thereof, who was in receipt of remuneration in financial year under review which in aggregate, or as the case may be, at a rate which in the aggregate is in excess of that drawn by the Managing Director or Whole-time director and holds by himself or along with his spouse and dependent children not less than 2% of the equity shares of the Company.

OPERATIONS:

Our reputation for excellence and integrity earned through the consistent delivery of quality work & by adhering the standard of business conduct through principles of Corporate Governance continues to be most valuable assets. As we position ourselves for the future, our standard of excellence, integrity and accountability will serve us well. Further, no material events, commitment and changes occurred between the end of the financial year of the company to which the financial statements relate and to the date of this Report.

SUBSIDIARIES:

The Company does not have any Subsidiaries, Associates and Joint Ventures as on 31st March, 2023.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Except the loan taken from KMP and disclosed the same in the note 22 of financials.

EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company for the financial year 2022-23 is on the website https:// www.bhudeviprojects.com/.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015, are part of Management Discussion & Analysis is herewith annexed as Annexure-III.

CORPORATE GOVERNANCE:

Company is having paid up equity share capital of Rs. 4,58,92,380 which is not exceeding Rs.10 crore and Net worth is not exceeding Rs.25 crore, as on the last day of the financial year 2022-23. Hence the provisions of Regulations 17,18,19,20,21,22,23,24,25,26,27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and para-C, D & E of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company.

HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Companys vision. Your Company appreciates the spirit of its dedicated employees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators /Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year 2022-23 of the Company and the date of this report except for the change in the promoters of the company as detailed under the head open offer under SEBI (SAST) Regulations, 2011 to this report.

SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively

MAINTENANCE OF COST RECORDS:

The maintenance of Cost records as specified by the central government under sub-section (1) of section 148 of the Companies act, 2013, is not applicable to the Company.

CAUTIONARY STATEMENT:

Statements in the Directors Report and the Management Discussion and Analysis Report describing the Companys objectives, projections, expectations, estimates or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied therein due to risks and uncertainties. Important factors that could influence the Companys operations, inter alia, include input availability and prices, changes in government regulations, tax laws, economic, political developments within the country and other factors such as litigations and industrial relations.

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:

Not Applicable

GREEN INITIATIVE IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing paperless compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions and your Company continues to send Annual Reports and other communications in electronic mode to the members who have registered their email addresses with your Company/RTA.

OTHER DISCLOSURES:

The WTD & CFO of the Company is not drawing any remuneration or commission from any of the subsidiary of the Company.

There were no material changes and commitments affecting the financial position of your Company between the end of the financial year and the date of this report except the Change in Registered Office of the Company

Your Company has not issued any shares with differential Remote-voting rights/sweat equity shares.

There was no revision in the Financial Statements.

The Nature of the Business of the Company has been changed from Telecom Infrastructure to Real Estate and related activity vide shareholders resolution passed through postal ballot dated 14th August, 2022

The Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the FY 2022-23

ACKNOWLEDGEMENTS:

Your Directors wish to express their gratitude to the central and state government, investors, analysts, financial institutions, banks, business associates and customers, the medical profession, distributors and suppliers for their whole-hearted support. Your directors commend all the employees of your company for their continued dedication, significant contributions, hard work and commitment.

		By the Order of Board of Directors of
		Bhudevi Infra Projects Limited
		(Formerly known as Aarv Infratel Limited)
	Sd/-	Sd/-
	Bhasker K Bhatt	Madhav B Bhatt
	Chairman & Managing Director	Director
	DIN:09463033	DIN:09486950
Date: 06.09.2023
Place: Hyderabad.