Bhanderi Infracon Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 22nd Annual Report of Bhanderi Infracon Limited along with the Companys Audited Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL RESULTS:

(Rs. in Lakh)

	STANDALONE		CONSOLIDATED
Particulars	2025-26	2024-25	2025-26	2024-25
Sales & other Income	70.66	215.10	392.58	631.67
Expenditure	31.93	96.70	326.86	416.77
Profit/(Loss) before tax	38.73	118.40	65.71	214.91
Tax	(10.10)	(2.28)	(12.67)	(25.42)
Deferred Tax	(0.67)	3.22	(0.67)	3.22
Profit/(Loss) after tax	9.17	93.00	36.99	166.36

2. COMPANY PERFORMANCE:

Standalone Financial Operations:

During the year under review, the management of the Company generated total revenue from operations for the year under review was Rs. 70.66 Lakhs as compared to Rs. 215.10 Lakhs in the previous year. The Profit after Tax (PAT) for the year under review stands at Rs. 9.17 Lakhs, as compared to Rs. 93 Lakhs in the previous year.

Consolidated Financial Operations:

The total consolidated revenue for the year under review was Rs. 392.58 Lakhs as compared to Rs. 631.67 Lakhs in the previous year. The Consolidated Profit after Tax (PAT) of the group is Rs.36.99 Lakhs as compared to Rs.166.36 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 31st March, 2026.

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, 2026 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 31st March, 2026, the Issued, Subscribed and Paid-up Equity Share Capital of the Company is 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.

7. DETAILS OF SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

As on 31st March, 2026, the Company has 5 (Five) Subsidiary companies which are as follows:

i) Bhanderi Gandhinagar Projects Private Limited

ii) Hareram Jems and Exports Private Limited (Earlier known as Bhanderi Happiness Private Limited)

iii) Bhanderi Kathwada Private Limited

iv) Bhanderi Pethapur Projects Private Limited

v) Bhanderi Talod Project Private Limited

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

9. LOAN FROM DIRECTORS

During the year under review, the company has not borrowed any fresh loan from the directors. The outstanding balance as on 31.03.2026 is Rs.50.43 Lakhs and the same is also disclosed in the Form DPT –3.

10. COMPOSITION OF THE BOARD:

As on 31st March 2026, the composition of the Board of the Company was as follows:

Sr. No.	Name of Director	Designation	Category
1	Mr. Sunil Dhirubhai Patel	Managing Director	Promoter
2	Mrs. Bhumikaben Sunilbhai Patel	Non-Executive Director	Promoter Group
3	Mr. Lokesh Laxmanbhai Dave	Non-Executive Independent Director	Independent
4	Ms. Shreyaben Milankumar Shah	Non-Executive Independent Director	Independent
5	Mr. Devendra Prakash Khandelwal	Additional Director - Non-Executive	Independent

On 04.02.2026, the Board have appointed Mr. Devendra Prakash Khandelwal, as an Additional Director – Independent – Non-Executive, for a period of five years subject to the approval of members in the forthcoming Annual General Meeting. The Board recommend their appointment in the forthcoming Annual General Meeting.

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

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

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from its Independent Directors under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. ANNUAL PERFORMANCE EVALUATION

Pursuant to provisions of the Companies Act, 2013 & rules made there under, the Board has carried out an annual performance evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its committees.

13. MEETINGS OF THE BOARD

During the financial year ended 31st March 2026, the Board of Directors met 08 (Eight) times during the financial under review on 09.05.2025, 29.05.2025, 17.06.2025, 21.08.2025, 03.09.2025, 29.09.2025, 14.11.2025 and 04.02.2026.

14. COMMITTEES OF THE BOARD AS ON MARCH 31, 2026:

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, 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.

Composition of the Audit Committee:

Sr. No.	Name of Director	Designation	Category
1	Mr. Sunil Patel	Director	Promoter
2	Mrs. Bhumikaben Patel	Non-Executive Director	Promoter Group
3	Mr. Lokesh Dave	Non-Executive Independent Director	Independent
4	Ms. Shreyaben Milankumar Shah	Non-Executive Independent Director	Independent

Meetings of the Audit Committee:

Meetings of the Audit Committee were held during the financial year on 29.05.2025, 21.08.2025, 14.11.2025 and 04.02.2026.

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.

Composition of the Nomination & Remuneration Committee:

Sr. No.	Name of Director	Designation	Category
1	Mr. Sunil Patel	Director	Promoter
2	Mrs. Bhumikaben Patel	Non-Executive Director	Promoter Group
3	Mr. Lokesh Dave	Non-Executive Independent Director	Independent
4	Ms. Shreyaben Milankumar Shah	Non-Executive Independent Director	Independent

During the year, one Meetings were held of the Committee on 29.05.2025.

c. Stakeholders Relationship Committee (Formerly known as Shareholders/ Investors Grievance Committee):

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

Constitution of the Committee:

Sr. No.	Name of Director	Designation	Category
1	Mr. Sunil Patel	Director	Promoter
2	Mrs. Bhumikaben Patel	Non-Executive Director	Promoter Group
3	Mr. Lokesh Dave	Non-Executive Independent Director	Independent
4	Ms. Shreyaben Milankumar Shah	Non-Executive Independent Director	Independent

Meetings of the Committee:

During the year, one meeting were held of the Committee on 04.02.2026

15. RELATED PARTY TRANSACTIONS:

The disclosure of particulars of contracts or arrangements with Related Parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 (‘the Act) including certain arms length transactions under the third proviso thereto and forming part of the Directors Report in the prescribed Form No. AOC-2 pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "ANNEXURE "IP" to this Directors Report.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR 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 companys operations in future.

17. CHANGE IN THE NATURE OF BUSINESS:

During the year, there is no change in the nature of the business of the Company during the year under review.

18. 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.

19. 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.

20. DIRECTORS 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, 2026 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, 2026 and of the profit 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.

21. AUDITORS & THEIR REPORT:

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

a) Statutory Auditor:

M/s. JMT & Associates, Chartered Accountant (FRN 104167W) were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, at the 20th Annual General Meeting held on 30th September 2024 till conclusion of the 25th Annual General Meeting to be held in the year 2029. 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.

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.

Observations of Statutory Auditors on accounts for the year ended 31st March 2026:

There are no observations made by the Statutory Auditors in their report for the financial year ended 31st March 2026 except appointment of internal auditor which the management is constantly in search for internal auditor.

b) Appointment of Cost Auditor:

The provision of section 148 of the Act relating to Appointment of cost auditor are not applicable to the Company.

c) Appointment of Secretarial Auditor for the Financial Year 2025-26:

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 has appointed CS Manisha Chindarkar, (COP No.17794) Practicing Company Secretary as a Secretarial Auditors of the Company.

Secretarial Audit Report for the year ended 31st March, 2026:

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 CS Manisha Chindarkar, Practicing Company Secretary in Form MR-3 for the financial year 2025-26 forms part of this report and attached herewith as "Annexure III"

Observations given by Secretarial Auditor in the Secretarial Audit Report for the year ended 31st March, 2026:

S. No	Qualification by the Secretarial Auditor	Management reply to the same
1.	Company has not appointed Internal Auditors pursuant to provisions of section 138 of the Companies Act, 2013 and rules made thereunder, for F. Y. 2025-26.	The Board of Directors would like to inform you that Directors were in constant search for an Internal Auditor that would fit the position.
2	The Company does not have optimum combination of Board of Directors – Rotational Directors.	The Board is continuously searching for at least one rotational director so as to comply with the section 152(6) of the Companies Act, 2013.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees or investments made during the Financial Year 2025-26, if any, have been disclosed in the notes attached to and forming part of the Financial Statements of the Company prepared for the Financial Year ended March 31, 2026, as per the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013.

23. 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 13 (Thirteen) employees in the company but they do not fall under the above category, thus no information is given in the report – Annexure IV.

During the year, Director sitting fees Rs.1,00,000/- paid to Mr. Devendra Khandelwal, Independent director.

24. CORPORATE GOVERNANCE REPORT:

The Company is listed on SME exchange and has been exempted 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.

25. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (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. The following is a summary of sexual harassment complaints received and disposed off during the year:

Number of complaints of sexual harassment received in the year : Nil

Number of complaints disposed off during the year : Nil

Number of cases pending for more than ninety days : Nil

26. MANAGEMENTS 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 V".

27. INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Companys 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. Please refer Annexure ‘B to the Financial Statement.

28. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE 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 2025-26.

29. COST AUDIT:

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

30. 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.

31. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION 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).

32. MATERNITY BENEFIT

During the year under review, this clause is not applicable to the company.

33. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

34. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT:

During the year, there was no instance of one time settlement with any Bank or Financial Institution.

35. SECRETARIAL STANDARDS:

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India ("ICSI") as may be amended from time to time.

36. 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.

By order of the Board of Directors

For Bhanderi Infracon Limited

Sd/-

Bhumikaben Sunilbhai Patel

Director

DIN: 06984921

Sd/-

Sunil Dhirubhai Patel

Managing Director

DIN:00307827

Place: Ahmedabad

Date: 30.05.2026