Dhenu Buildcon Infra Ltd Directors Report

To

The Members,

Dhenu Buildcon Infra Limited

Your Directors hereby present the 118th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2026.

1. FINANCIAL STATEMENTS & RESULTS:

st

The Companys performance during the year ended 31 March, 2026 as compared to the previous financial year is summarized below:

(Amount in Lakhs)

Particulars	31st March, 2026	31st March, 2025
Total Income	83.15	0.67
Total Expenses	126.42	33.35
Profit/(Loss ) before Tax	(43.27)	(32.67)
Tax Expense:
• Current Tax	6.79	-
• Deferred Tax	62.52	-
• Income Tax Earlier	-	-
• MAT Credit Entitlement	-	-
Net Profit after Tax	(112.57)	(32.67)

Operations:

Your Directors regret to report that the company has continued to incure losses amounting to Rs. (112.57)/- in Lakh in the Current financial year under review as compared to losses of Rs. (32.67)/- in lakhs 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 Companys 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, 2026 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, 2026 was Rs. 5,933,792,940/- divided into 5,933,792,940 Equity shares, having face value of Re. 1/- each fully paid up.

5. BOARD OF DIRECTORS AND KMP:

Director retire by rotation:

In terms with the provisions of Companies Act, 2013 and in terms of articles of Association of the Company, Mr. Kalpesh Kanaiyalal Bhanushali retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself 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 have been given in the Notice convening the 118^th AGM of the Company.

Appointment & cessation of Director:

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

• Mr. Bhavesh Chandrakant Mehta has been resigned for the position of CFO and Director of the Company w.e.f. 12/09/2025.

• Mr. Kalpesh Kanaiyalal Bhanushali has been appointed for the position of CFO of the Company w.e.f. 18/08/2025.

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

Key Managerial Personnel:

Key Managerial Personnels (KMPs) of the Company under Section 203 of the Companies Act, 2013 as on 31^st March, 2026, are as follows:

Sr. No. Name	Designation
1 MR. KALPESH KANAIYALAL BHANUSHALI	Chief financial officer (CFO)
2 MS. DRISHTI DISHWA	Company Secretary

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

Familiarization Program:

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 Companys operations. The details of familiarization programme 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, 2026. Separate Meeting of Independent Director was held on 10^th March 2026 with full attendance of Independent Directors.

The Independent Directors have confirmed that they have registered their names in the data bank maintained with the 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:

Skills	Amit Bajaj	Nitesh Singh	Priyanka Singh
Industry Knowledge	y	y	y
Finance & Accounts	y	y	y
Risk Management	y	y	y
Marketing/Sales/Media/ Administartion	y	y	y
Legal/Regulatory	y	y	y
Business Operations	y	y	y
Corporate Leadership	y	y	y

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:

During the year, the Company has not invited/accepted any Deposits under the provisions of the Companies Act, 2013.

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, 2026 as been placed on the website of the Company at http: //www.dhenubuildconinfra. com/investors. html

10. PARTICULARS OF THE MEETINGS OF THE BOARD

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, 9 (Nine) Board meetings were held on 11/04/2025, 30/05/2025, 21/07/2025, 13/08/2025, 12/09/2025, 13/11/2025, 27/12/2025, 14/02/2026, 14/03/2026. 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, 2026 are given below:

Name of Director	Designation	Category	Number of Board Meetings		Attendance of Last AGM
			Directors Entitled to attend	Directors attended
Mr. Kalpesh Kanaiyalal Bhanushali	Whole Time Director	Executive	09	09	Yes
Mr. Amit Bajaj	Director	Non-Executive & Independent	09	08	Yes
Mr. Nitesh Singh	Director	Non-Executive & Independent	09	09	Yes
Ms. Priyanka Singh	Director	Non-Executive & Independent	09	09	Yes
Mr. Bhavesh Chandrakant Mehta*	Director	Executive	05	05	Yes

* Mr. Bhavesh Chandrakant Mehta has resigned from the Company from post of CFO and director with effect from 12/09/2025.

11. DISCLOSURES RELATED TO 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 substantive Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

AUDIT COMMITTEE:

Composition :

The Audit Committee is comprised of 3 (three) members, out of whom two is Non Executive Independent Director and one is Executive Director However during the year under review,

Therefore, as on 31^st, March, 2026, Mr. Nitesh Singh is Chairman and Ms. Priyanka Singh and Mr. Amit Bajaj are committee members of the Audit Committee.

Meetings & Attendance:

During the year 5 (Five) Audit Committee meetings were held on 30/05/2025, 21/07/2025, 13/08/2025, 13/11/2025 and 14/02/2026.

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:

Name	Category	Designation	No. Of meetings
			Held	Attended
Mr. Nitesh Singh	Non-Executive Independent Director	Chairman	5	5
Ms. Priyanka Singh	Non-Executive Independent Director	Member	5	5
Mr. Amit Bajaj	Non-Executive Independent Director	Member	5	5

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.

NOMINATION & REMUNERATION COMMITTEE:

Composition:

As on 31st March, 2026, the Nomination & Remuneration Committee comprised of 3 (Three) members, all three are Non-Executive Independent Directors.

Meetings and Attendance:

During the year under review, the Committee met twice in the year on 20/05/2025 and 21/07/2025. 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 2025-26 are as follows:

			No. Of meetings
Name	Category	Designation	Held	Attended
Mr. Nitesh Singh	Non-Executive Independent Director	Chairman	2	2
Ms. Priyanka Singh	Non-Executive Independent Director	Member	2	2
Mr. Amit Bajaj	Non-Executive Independent Director	Member	2	2

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.

RISK MANAGEMENT COMMITTEE:

Composition:

As on 31st March, 2026, the Risk Management Committee comprised of 3 (Three) members, out of whom One is Executive Director and two Non-Executive Independent Directors.

Meetings and Attendance:

During the year under review, the Committee met twice in a year on 25/07/2025 and 14/02/2026. The meeting was scheduled well in advance and the notice of Meeting was given in writing to each Director.

The composition of the Risk Management Committee and the attendance record of members for the financial year 2025-26 are as follows:

			No. Of meetings
Name	Category	Designation	Held	Attended
Ms. Priyanka Singh	N on-Executive Independent Director	Chairman	2	2
Mr. Nitesh Singh	N on-Executive Independent Director	Member	2	2
Mr. Kalpesh Kanaiyalal Bhanushali	Executive Director	Member	2	2

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Composition:

As on 31 st March, 2026, the Stakeholders Relationship Committee comprised of 3 (Three) members, out of whom One is Executive Director and two Non-Executive Independent Directors.

Meetings and Attendance:

During the year under review, the Committee met twice in a year on 21/07/2025 and 14/02/2026. 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 2025-26 are as follows:

			No. of meetings
Name	Category	Designation	Held During the year	Attended
Ms. Priyanka Singh	N on-Executive Independent Director	Chairman	2	2
Mr. Nitesh Singh	N on-Executive Independent Director	Member	2	2
Mr. Kalpesh Kanaiyalal Bhanushali	Executive Director	Member	2	2

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.

12. EMPLOYEE STOCK OPTION SCHEME

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

13. SECRETARIAL AUDITORS:

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. Ramesh Chandra Bagdi & Associates, Practising Company Secretaries having Membership Number 8276 & COP Number 2871 (Peer Review Number 1560/2021) to conduct the Secretarial Audit of the Company for the financial year 2025-26.

The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed herewith as ANNEXURE A to the Boards Report.

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, 2026.

14. STATUTORY AUDITORS & AUDITORS REPORTS:

M/s. Subramaniam Bengali & Associates, Chartered Accountants (Firm Registration No. 127499W), Mumbai, are re-appointed as Statutory Auditors of the Company for a second term of 5 (Five) consecutive financial years commencing from the financial year 2024-25 till the conclusion of Financial year 2027-28, at a remuneration as may be agreed upon by the Board of Directors and Auditors.

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.

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.

15. BOARD EVALUATION:

In compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors.

Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which is based on attendance, expertise and contribution brought in by the Independent Director at the Board and Committee Meetings, which shall be taken into account at the time of reappointment of Independent Director.

The performance of the Independent Directors was reviewed and evaluated by the entire Board and in such exercise, the director concerned whose performance was being evaluated, did not participate. Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of LODR, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

The performance of Non - Executive Directors, the Board as a whole and the Chairman of the Company was evaluated by Independent Directors, after taking into account the views of the Executive Directors and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors based on criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

16. RISK MANAGEMENT

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.

17. MANAGEMENT DISCUSSION ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, is presented in a Separate Section which forms part of the Annual Report under Annexure III.

18. CORPORATE GOVERNANCE

Pursuant to Regulation 27 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 read with Schedule V thereto, a detailed report on Corporate Governance is presented in a Separate Section which forms part of the Annual Report under Annexure II. A Practicing Company Secretarys Certificate certifying the Companys compliance with the requirements of listing regulations as set out in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached to the Report.

19. RELATED PARTY TRANSACTIONS:

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. There is no need for file AOC-2.

20. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

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 2025-26 are given in the Notes on financial statement referred to in the Auditors Report.

21. DIRECTORS RESPONSIBILITY STATEMENT:

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, 2026, 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, 2026 and of the and Loss of the Company for the year ended 31^st March, 2026.

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.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

23. PARTICULARS OF EMPLOYEES AND REMUNERATION:

Particulars of employees as per Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

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.

Details as required under Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

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 202526: 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, 2026 stood at 5 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.

24. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any subsidiary, associate and joint venture company for the year ended 31^st March, 2026.

25. NOMINATION & REMUNERATION POLICY

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.

26. COST RECORDS AND COST AUDIT

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.

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

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.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

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.

30. FOREIGN EXCHANGE EARNINGS AND OUT-GO :

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

31. MATERIAL CHANGES AND COMMITMENTS:

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, 2026 and the date of this Report.

32. COMPLIANCE WITH SECRETARIAL STANDARDS

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

33. GENERAL

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 Companys operations in future

ii) No change in nature of business.

34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

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.

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THETR STATUS AS AT THE END OF THE FINANCIAL YEAR

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).

36. THE 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

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

37. GREEN INITIATIVES

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 Companys 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 118^th AGM and the Annual Report for the financial year 2025-26, are being sent only by email to the Members. Members may note that this Notice and Annual Report 2025-26 will be available on the Companys website www.dhenubuildconinfra.com,websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and website of Bigshare at www.bigshareonline.com.

38. ACKNOWLEDGEMENTS:

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 endeavours.

By and on behalf of Board of Directors	Sd/-	Sd/-
For Dhenu Buildcon Infra Limited	MR. AMIT BAJAJ	KALPESH KANAIYALAL BHANUSHALI
Date: 03.09.2026	Director	(WTD & CFO)
Place: Mumbai	DIN: 10122918	DIN:11200720