Nardhana Infrastructure Ltd

To,

The Members,

We have pleasure in presenting to you the Annual Report along with the audited accountsfor the year ended on 31^st March 2012.

FINANCIAL RESULTS

DIVIDEND

Keeping in mind the expansion plans of the Company and also to conserve the resourcesof the Company and to utilize the resources for the new industry at Nardhana, Dist. Dhule,the Board of Directors does not recommend a dividend for the financial year 2011-12.

REVIEW OF OPERATION AND FUTURE PROSPECTS

During the year under review the sales turnover of Rs. 238,348,232/- as compared toprevious years of Rs. 510,981,711/- and net loss of Rs.1,569,717 /- as compared toprevious year profit of Rs. 423,195/-.

The Company is planned to shift its whole operations to its new project location atMIDC, Nardhana Industrial Area, Dist. Dhule and close its activities from Pithampur Dist.Dhar. As the company have only assets of building and land at the Pithampur Dist. Dhar.The plant and machinery are turned into scrap and these are written down fully in thefinancial year. Also the company is not received any subsidy etc. therefore the Company isnot in a position to compete with others due to its increase cost of production.

In the process of shifting, the Company has already purchased land situated at MIDC,Nardhana Industrial Area, Dist. Dhule and taking off possession from MIDC Authorities. Thepower and water has reached to the site and the Company will start building constructionactivity their. The company is in process to do joint collaboration with a Russian steelindustry for its Nardhana Project.

The year 2011-12 has been eventful for the Company in multiple facets. Your Board ofDirectors has expected huge opportunities in the business of infrastructure andconstruction activities.

Shri Sachin Sharma and Shri Hemant Kokatay are being liable for retire byrotation and offer them self to appoint further as Director of the Company.

The brief particulars of all Directors, for which approval of members for theirappointment or re-appointment are sought, have been provided in the Notice of AnnualGeneral Meeting pursuant to Clause 49 of the Listing Agreement relating to CorporateGovernance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec 217(2AA) of Companies Act, 1956, the directors statethat:

that in preparation of the annual accounts, the applicable accounting standards havebeen followed along with proper explanations relating to material departures, if any.

that the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period.

that the directors have taken proper and sufficient care of the maintenance of adequateaccounting records in accordance with the provisions of this act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.

that the directors have prepared the annual accounts on a going concern basis.

DEPOSITS

The company has not accepted any deposit from the public attracting the provisions ofSec 58A of the Companies Act 1956.

AUDITORS

The retiring Auditors, M/s. Ashish Vyas & Co, Chartered Accountants, Dewas, beingeligible, offer themselves for appointment. They have furnished a certificate to theeffect that their appointment if made, would be within the prescribed limits under Sec224(1B) of the Companies Act 1956.

AUDITORS' REPORT

Report of the auditors and their observations and notes to the accounts of the companyfor the year under review are attached herewith which are self-explanatory and do notrequire further explanation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION & FOREIGNEXCHANGE EARNING AND OUTGO

This information required to be given under section 217 (1) (c) of the Companies Act,1956 read with the Companies (Disclosure of particulars in the Report of the Director)Rules 1988 is annexed herewith.

PARTICULARS OF EMPLOYEES

The information required under Sec 217(2A) of the Companies Act 1956 is not given asthere was no employee in receipt of remuneration during the year, exceeding the limitsprescribed by the Companies (Particulars of Employees) Rules, 1975 as revised.

LISTING

Your Company continues to be listed on the Stock Exchange, Mumbai where the Company'sshares are being traded. The Company has paid Listing fees for the year 2012-13.

CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a voluntary code of self discipline.In line with this policy, the Board of Directors strongly believes that it is veryimportant that the company follows healthy Corporate Governance practices and reports toshareholders the progress made on the various measures undertaken. Therefore, yourdirectors have been reporting the initiatives on Corporate Governance measures adopted byyour company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis Report is provided in separate section and formingpart of this report.

ACKNOWLEDGEMENT

The company has developed a very cordial, warm and close relationship with theinvestors, various Government and Semi-Government Departments, Banks and FinancialInstitutions, Customers, Suppliers and other service providers. The Board of Directorswish to gratefully acknowledge the co-operation, assistance and guidance received from allof them. The company could make the progress it has in these years due to the dedicationand creativity of its staff at all levels. The Board of Directors wishes to place onrecord its warm appreciation for these efforts.