Desco Infratech Ltd Directors Report

To,

The Members,

Desco Infratech Limited

Your directors have pleasure in presenting their Fourteenth (14^th) Annual Report on the business and operations of the company together with Audited Financial Statements for the Financial Year ended 31⁵ March, 2025.

1. FINANCIAL HIGHLIGHTS- AT A GLANCE:

Particulars	2024-25 Amount (In Lacs)	2023- 2024 Amount (In Lacs)
Revenue from Operations	5944.71	2939.31
Other Income	16.37	3.97
Profit/(Loss) before Depreciation, Tax and Extraordinary Items	1231.45	496.25
Less: Depreciation	21.61	15.73
Profit/(Loss) before tax and Exceptional Item	1209.84	480.52
Less/(Add): Exceptional Item	0.00	0.00
Profit/(Loss) before tax and Extraordinary Items	1209.84	480.52
Less: Extraordinary Items	0.00	0.00
Profit before prior period and tax	1209.84	480.52
Less: Prior Period	0.54	4.45
Profit/(Loss) before tax	1209.30	476.08
Less/(Add): Provision for Income Tax	306.31	151.61
Less/(Add): Deferred tax Liability/(Assets)	(2.72)	(7-67)
Profit/(Loss) after tax	905.71	332.14
Add: Balance B/F from the previous year	836.56	469.57
Add/Less: Adjustments	0.00	(34.85)
Balance Profit/ (Loss) C/F to the next year	1742.27	836.56

S Overall Performance of your Company

During the year under review, the Company has recorded revenue from operations of ^5944.71 Lakhs as against ^2939.31 Lakhs in the previous year. The Company has earned a net profit of ^905.71 Lakhs during the year as compared to a net profit of ^332.14 Lakhs in the previous year.

The Company successfully completed its maiden IPO, which received an overwhelming response from the investors. This achievement demonstrates success and credibility of our business model and strategies.

2. DIVIDEND:

The Company is in the growth phase and expanding business activities. Thus, to fund the expansion projects, acquisition and to augment working capital requirements, your directors do not recommend any dividend for the financial year ended March 31, 2025.

3. TRANSFER TO RESERVES:

There is no amount proposed to be transferred to reserves during the year under review for the financial year ending on March 31,2025.

4. SHARE CAPITAL

Change in Authorised Share Capital:

During the year under review, pursuant to the shareholders approval received in the Extraordinary General Meeting dated September 25, 2024, the Company has increased the Authorized share capital of the Company from 49,00,000/- (Rupees Forty Nine Lakhs Only) divided into 4,90,000 (Four Lakhs Ninety Thousand) Equity Shares of 10/- (Rupees Ten only) each to 9,00,00,000/- (Rupees Nine Crores only) divided into 90,00,000 (Ninety Lakhs) Equity Shares of 10/- (Rupees Ten only) each by creation of additional 8,51,00,000 (Eight Crores Fifty One Lakhs) Equity Shares of 10/- (Rupees Ten only) each ranking pari passu with the existing Equity Shares.

Issue of Shares, including disclosure about ESOP and Sweat Equity Share:

Issue of Bonus equity shares:

During the year under review, in order to encourage the shareholders continued support, the Board has allotted 53,13,452 equity shares having face value of 10/- each as bonus equity shares, in the ratio of Seventeen (17) equity share having face value of 10/- each for every One (1) existing equity share having face value of 10/- each in the meeting of September 25, 2024. The issue of Bonus Shares has been approved by the shareholders of the Company in the Extra-ordinary General Meeting dated September 25, 2024.

Issuance of the equity shares by way of preferential issue on private placement basis: During the year under review, pursuant to the shareholders approval granted at the Extra-Ordinary General Meeting on April 30, 2024, the company allotted 11,569 (Eleven Thousand Five Hundred Sixty-Nine) equity shares (Tranche 1) through a preferential issue on a private placement basis. The shares were issued at a price of 1901 (Rupees One Thousand Nine Hundred and One only) each, which includes a premium of 1891 (One Thousand Eight Hundred and Ninety-One only) per equity share with a face value of 10/- (Rupees Ten only) in the Meeting of Board of Directors of the Company held on April 06, 2024.

During the year under review, pursuant to the shareholders approval granted at the Extra-Ordinary General Meeting on August 20, 2024, the company allotted 23,209 (Twenty-Three Thousand Two Hundred Nine) equity shares (Tranche 2) through a preferential issue on a private placement basis. The shares were issued at a price of 2195 (Rupees Two Thousand One Hundred and Ninety-Five only) each, which includes a premium of 2185 (Rupees Two Thousand One Hundred and Eighty-Five only) per equity share with a face value of 10/- (Rupees Ten only) in the Meeting of Board of Directors of the Company held on September 11, 2024.

Public Issue - Initial Public Offer ("IPO"):

During the year under review, pursuant to the shareholders approval granted at the Extra-Ordinary General Meeting on September 26, 2024, the Company successfully completed its Initial Public Offering (IPO) by issuing 20,50,000 (Twenty Lakhs Fifty Thousand) equity shares at a price of 150 (Rupees One Hundred and Fifty only) each, which includes a premium of 140 (Rupees One Hundred and Forty only) per equity share with a face value of 10/- (Rupees Ten only) in the Meeting of Board of Directors of the Company held on March 27, 2025, by way of listing its securities on SME platform of Bombay Stock Exchange (BSE) on April 01, 2025.

The Directors placed on record their appreciation of contributions made by the entire IPO team with all the dedication, diligence and commitment which led to successful listing of the Companys equity shares on the BSE SME platform. Further, the success of the IPO reflects the trust and faith reposed in the Company by the Investors, customers and business partners and the Directors thank them for their confidence in the Company.

The Authorised Share Capital of the company as on March 31, 2025 is 9,00,00,000/- (Rupees Nine Crores only) divided into 9,00,000 (Nine Lakhs only) equity shares of 10/- (Rupees Ten only) each.

The paid-up Share Capital of the company as on March 31, 2025 is 7,67,60,080/- (Rupees Seven Crores Sixty-Seven Lakhs Sixty Thousand Eighty only) divided into 76,76,008 (Seventy-Six Thousand Seventy-Six Hundred Eight only) equity shares of 10/- (Rupees Ten only) each.

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

There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company, if any.

6. DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company is not having any Subsidiary Company/ Joint Venture/ Associate Company during the financial year 2024-25. A statement about Subsidiary / Joint Ventures / Associate Company in the form AOC-1 is not applicable.

7. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5, is presented in a separate section of this Annual Report.

8. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors of the company affirms that the company has complied with the applicable Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India relating to meetings of Board of Directors and its Committees and meetings of Shareholders of the company.

9. MAINTENANCE OF COST RECORD:

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 to the company for the period under review.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition of Board and Key Managerial Personnel: Board Composition:

Mr. Pankaj Pruthu Desai	Chairman & Managing Director
Mr. Malhar P Desai	Whole-time Director
Mr. Samarth Pankaj Desai	Executive Director
Mr. Amulya Jena	Executive Director
Mr. Kaushal Rangoonwala	Independent Director
Mr. Mahendra Sabarsinh Gusain	Independent Director
Mr. Anand Jayramkrishnan	Independent Director
Mrs. Anita Digbijay Paul	Independent Director
Mrs. Hina Desai*	Director
Mrs. Indiraben Desai**	Director

?Resigned W.e.f. July 31, 2024 ** Resigned W.e.f. June 7, 2024

Whole-time Key Managerial Personnel in terms of Section 203 of the Act:

* Mr. Rushabh Mashkaria- Chief Financial Officer

* Ms. Muskan Khandal- Company Secretary & Compliance Officer

Change in Directors /Key Managerial Personnel During the Year:

During the period under report, the following changes took place in the composition of Directors and KMP of the company:

* Ms. Prinkle Jain has resigned from the position of Chief Financial Officer on 16/06/2025.

* Ms. Javanika Gandharva resigned from the position of Company Secretary on 03/04/2025.

Directors retire by rotation

As per the provisions of the Act, Mr. Amulya Kumar Jena (DIN: 09594511) and Mr. Samarth Pankaj Desai (DIN: 08019677), Directors of the Company, retires by rotation in the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. The Board recommends their reappointment at the Annual General Meeting of the Members of the Company.

• Declaration by the Independent Directors

The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV of the Act and Regulation 16(1 )(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The board of directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.

COMMITTEES OF BOARD:

There are three Committees constituted as per Companies Act, 2013, which are as follows;

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee.

A. Audit Committee

The Board had constituted qualified Audit Committee pursuant to provision of Companies Act,2013 as well as Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The constitution of said Committee was approved by a meeting of the Board of Directors held on September 26, 2024. The Audit Committee confirms to extent SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 in all respects concerning its constitution, meetings, functioning, role and powers, mandatory review of required information, approved related party transaction & accounting treatment for major items. It also fulfils the requirements as set out in the Companies Act, 201 3

Composition of Audit Committee is os below:

a) Mr. Kaushal Rangoonwala - Independent Director (Chairman)

b) Mr. Anand Jayramkrishnan - Independent Director (Member)

c) Mr. Malhar P Desai - Whole-time Director (Member)

Terms of Reference:

The terms of reference of Audit Committee include overseeing the Companys financial reporting process and disclosure of financial information, reviewing with the management, the quarterly and annual financial statements before submission to the Board for approval; reviewing with the management, the performance of Statutory and Internal Auditors and adequacy of internal control systems and all other roles specified under Regulation 18 of Listing regulations and as per Section 177 of the Companies Act, 2013 read with rules framed thereunder.

B. Nomination and Remuneration Committee:

The nominated and remuneration policy is being formulated in compliance with section 178 of the Companies Act, 2013 and rules made there under and Regulations of SEBI (Listing Obligation and Disclosure Requirements) regulations 2015. The constitution of said Committee was approved by a meeting of the Board of Directors held on September 26, 2024.

Composition of Nomination and Remuneration Committee is as below:

a) Mr. Kaushal Rangoonwala - Independent Director (Chairman)

b) Mr. Mahendra Sabarsinh Gusain- Independent Director (Member)

c) Mrs. Anita Digbijay Paul - Independent Director (Member)

Term of Reference:

• Determine/ recommend the criteria for appointment of Executive, Non-Executive and Independent Directors to the Board and Identify candidates who are qualified to become Directors and who may be appointed in the Committee and recommend to the Board their appointment and removal;

• Review and determine all elements of remuneration package of all the Executive Directors, i.e. salary, benefits, bonuses, stock options, pension etc;

• Review and determine fixed component and performance linked incentives for Directors, along with the performance criteria;

• Determine policy on service contracts, notice period, severance fees for Directors and Senior Management;

• Formulate criteria and carry out evaluation of each Directors performance and performance of the Board as a whole;

• Structure and design a suitable retaining Policy for board and senior management team.

C. Stakeholders Relationship Committee:

Pursuant to Provisions of Companies Act, 2013 and rules made there under and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015; Company Constituted Stakeholders Relationship Committee and Decided Role of said Committee. The constitution of said Committee was approved by a meeting of the Board of Directors held on September 26, 2024.

Composition of Stakeholders Relationship Committee is as below:

a) Mr. Mahendra Sabarsinh Gusain- Independent Director (Chairman)

b) Mr. Samarth Pankaj Desai- Director (Member)

c) Mr. Pankaj Pruthu Desai- Managing Director (Member)

Terms of Reference:

The Committee ensures cordial investor relations and oversees the mechanism for redressal of investors grievances. The Committee specifically looks into redressing shareholders/ investors complaints/ grievances pertaining to share transfers, nonreceipt of annual reports, non-receipt of dividend and other allied complaints. This Committee delegated most of its functions to Registrar and Transfer Agents i.e. "Bigshare Services Private Limited" and has periodic interaction with the representatives of the Registrar and Transfer Agent of the Company. The Committee performs the following functions: -

• Noting Transfer/Transmission of shares.

• Review of Dematerialization/ Rematerialization of shares.

• Issue of new and duplicate share certificates.

• Registration of Power of Attorneys, Probate, Letters of Transmission or similar other documents.

• Monitor expeditious redressal of investor grievance matters received from Stock Exchange(s), SEBI, ROC, etc.;

• Monitors redressal of queries/complaints received from members relating to transfers, non-receipt of Annul Report, dividend, etc.

• All other matters related to shares.

11. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Under this policy, your Company encourages its employees to report any reporting of fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Companys code of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation or harassment of any kind against any

employees who, based on the employees reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the investigation. The Vigil Mechanism/Whistle Blower Policy is being made available on the Companys website https://descoinfra.co.in .

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 201 3 the directors

of the company confirm that:

(a) In the preparation of the Annual Accounts for the financial year ended on 31* March, 2025 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^s* March, 2025 and of the profit and loss account 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 have prepared the Annual accounts on a going concern basis and

(e) The directors have laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and are operating effectively; and

(f) The directors have devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems were adequate and operating effectively.

13. MEETINGS:

• Board Meetings:

The Board of Directors of the company met 29 times during the FY 2024-25:

SN		Date of Meeting		No. of Directors on Board		No. of Directors Present		Attendance %
1.		06/04/2024		5		5		100%
2.		08/05/2024		5		5		100%
3.		22/05/2024		5		5		100%
4.		23/05/2024		5		5		100%
5.		07/06/2024		5		5		100%
6.		18/06/2024		4		4		100%
7.		29/06/2024		4		4		100%
8.		05/07/2024		4		4		100%
9.		31/07/2024		3		3		100%
10.	13/08/2024		3		3		100%
11.	31/08/2024		8		8		100%
12.	07/09/2024		8		8		100%
13.	11/09/2024		8		8		100%
14.	24/09/2024		8		8		100%
15.	25/09/2024		8		8		100%
16.	26/09/2024		8		8		100%
17.	29/09/2024		8		8		100%
18.	30/09/2024		8		8		100%
19.	19/10/2024		8		8		100%
20.	11/11/2024		8		8		100%
21.	05/12/2024		8		8		100%
22.	09/12/2024		8		8		100%
23.	20/12/2024		8		8		100%
24.	25/01/2025		8		8		100%
25.	17/02/2025		8		8		100%
26.	13/03/2025		8		8		100%
27.	17/03/2025		8		8		100%
28.	21/03/2025		8		8		100%
29.	27/03/2025		8		8		100%

The maximum gap betweenthe two meetings did not exceed 120 days, as prescribed under the Companies Act, 2013.

Committee Meeting

A. Audit Committee

During the financial year the Audit Committee of the company met 03 times during

the FY 2024-25

SN	Date of Meeting	No. of Members on Committee	No. of Members Present	Attendance %
1	26/09/2024	3	3	100%
2	20/12/2024	3	3	100%
3	17/02/2025	3	3	100%

B. Nomination and Remuneration Committee:

During the financial year the Nomination and Remuneration Committee of the company met once during the FY 2024-25

SN	Date of Meeting	No. Members Committee	of on	No. Members Present	of	Attendance %
1.	05/10/2024	3		3		100%

C. Stakeholders Relationship Committee:

During the financial year the Stakeholders Relationship Committee of the company met once during the FY 2024-25.

SN	Date of Meeting	No. of Members on Committee	No. of Members Present	Attendance %
1.	09/01/2025	3	3	100%

14. EXTRACT OF ANNUAL RETURN:

In compliance of Section 92 and Section 134 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extract of Annual Return of the Company for the FY 2024-25 is available on the Companys website and can be accessed at https://descoinfra.co.in .

15. STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION, RESERVATION OR ADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS:

• STATUTORY AUDITOR:

During the year under review, pursuant to the provisions of Section 139 of the Act and Rules made thereunder, M/s. K A Sanghavi and Co. LLP, (FRN: 0120846W/W100289), were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the Thirteen (13th) AGM held on September 23, 2024 until the conclusion of Eighteen (18th) AGM of the Company to be held in the calendar year 2029. The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

M/s. K A Sanghavi and Co. LLP, have submitted their Report on the Financial Statements of the Company for the FY 2024-25, which forms part of the Annual Report 2024-25. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/comment from the Board of Directors.

Qualification(s) and Directors comments on the report of Statutory Auditor:

The observations made in the Auditors Report are self-explanatory and do not require further explanation. There was no adverse remark in audit report.

* SECRETARIAL AUDITOR:

Pursuant to provision of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company has appointed M/s. M.D. Baid & Associates, Company Secretaries to undertake Secretarial Audit of the Company for FY 2024-25.

The Secretarial Audit was conducted by Mr. Shreyansh M. Jain, Practicing Company Secretary, and the report thereon is annexed herewith as "Annexure- A".

Qualification(s) and Directors comments on the report of Secretarial Auditor:

There are qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report and the same is self-explanatory.

• INTERNAL AUDITOR:

In terms of the provision of section 138 of the companies Act, 2013 with rule 13 of the Companies (Accounts) Rules, 2014, M/s. Kanchan Agarwal & Associates., Chartered Accountants, has been appointed as Internal Auditors of the Company to conduct internal audit. The Audit Committee reviews the internal audit report.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186:

There are no loans, investments, guarantees, and security in respect of which provisions of section 185 and 186 of the Companies Act, 2013 is applicable and accordingly, the requirement to report on clause 3(iv) of the Order with respect to section 185 and 186 of the Companies Act, 2013 is not applicable to the Company.

17. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPAIES ACT, 2013:

All transactions entered into with related parties during the financial year were in the ordinary course of business and on an arms length basis. There were no material related party transactions undertaken by the Company during the year under review which would require approval of the Members or disclosure in Form AOC-2 pursuant to the provisions of the Companies Act, 2013 and the Rules made thereunder.

The details of related party transactions, as required under the applicable Accounting Standards, are disclosed in the Notes to the Audited Financial Statements forming part of this Annual Report. All related party transactions were placed before the Audit Committee and the Board of Directors for their review and approval in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

18. DEPOSITS

The details relating to the deposits covered under Chapter V of the Act are as under:

a. Accepted during the year:

Your company has not accepted any deposits within the meaning of Section 2(31) read with Section 73 of the Companies Act, 2013 and as such no amount of principal or interest was outstanding as on the date of the Balance Sheet.

b. Remained unpaid or unclaimed as at the end of the year: None

c. whether there has been any default in repayment of deposits or payment of interest thereon during the year: None

d. The details of deposits which are not in compliance with the requirements of Chapter V of the Act: None

19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO:

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is given hereunder.

A. CONSERVATION OF ENERGY:

i. The steps taken or impact on conservation of energy	Nil
ii. The steps taken by the company for utilizing alternate sources of energy	Nil
iii. The capital investment on energy conservation equipments	Nil

B. RESEARCH AND DEVELOPMENTS:

i. The efforts made towards technology absorption	Nil
ii. The benefits derived like product improvement, cost reduction, product development or import substitution	Nil
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	Nil
(a) the details of technology imported	Nil
(b) the year of import;	Nil
(c) whether the technology been fully absorbed	Nil
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Nil
iv. The expenditure incurred on Research and Development	Nil

C. FOREIGN EXCHANGE EARNING AND OUT GO:

The foreign exchange earnings of the company is NIL The foreign exchange out go of the company is NIL

20. BOARD EVALUATION:

The Board of Directors have evaluated the performance of all Independent Directors, Non-Independent Directors and its Committees. The Board deliberated on various evaluation attributes for all directors and after due deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and business and bring specific competencies relevant to the Companys business and operations. The Board found that the performance of all the Directors was quite satisfactory.

The Board also noted that the term of reference and composition of the Committees was clearly defined. The Committee performed their duties diligently and contributed effectively to the decisions of the Board.

The functioning of the Board and its committees were quite effective. The Board evaluated its performance as a whole and was satisfied with its performance and composition of Independent and Non-Independent Directors.

21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which this financial statement relates and on the date of this report.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

To the best of the Managements knowledge, no significant and material order(s) were passed by any regulator(s) or courts or tribunals which could impact the going concern status and companys operation in future.

23. RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the Companys business. Risk Management is a structured approach to manage uncertainty. An enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll- out, all business divisions and corporate functions will embrace Risk Management Structure, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process over the period of time will become embedded into the Companys business system and processes, such that our responses to risk remain current and dynamic.

24. CORPORATE SOCIAL RESPONSIBILITY [CSR]:

There was no obligation for the company to spent any amount towards CSR during the financial year 2024-25 as the criteria prescribed Section 135 of the Companies Act, 2013 in respect of mandatory CSR spent was not applicable to the company. Accordingly, separate disclosure in terms of Section 135 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014, Rule 9 of the Companies (Accounts) Rules 2014 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, has not been provided in the annual report on Corporate Social Responsibility activities of the Company. However, considering that during the financial year 2024-25, the profit of the company has surpassed the threshold of Rs.5 crores prescribed for mandatory CSR expenditure, the company has formed a Corporate Social Responsibility Committee ("CSR Committee") in compliance with Section 135 of the Companies Act, 2013 read with the Rules made thereunder to oversee the CSR activities and adopted a CSR policy as part of implementing CSR activities during the financial year 2025-26.

25. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has duly complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of woman at Workplace (Prevention Prohibition and redressal) Act, 2013 and the company has in place an

Anti-Sexual Harassment policy in line with the requirement of the Act. The following is the summary of the complaints received and disposed off during the financial year:

Sr. Particulars Details

No.

i Number of Sexual received	Harassment	Complaint	Nil
ii Number of Sexual disposed off	Harassment	Complaint	NA
iii Number of Sexual beyond 90 days	Harassment	Complaint	Nil

The Company has complied with the provisions of the Maternity Benefit Act, 1961, to the extent applicable. All necessary measures have been undertaken to ensure adherence to the statutory requirements prescribed under the said Act.

26. CORPORATE GOVERNANCE REPORT

The Equity Shares of the Company are listed on the SME platform (BSE-SME) of BSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. The Company voluntarily mandated under Section 1 77 of the Companies Act, 201 3 and Listing Regulations and is available on the website of the Company at https://descoinfra.co.in .

27. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a comprehensive Internal Financial Control system commensurate with the size, scale and complexity of its operation. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and the effectiveness of the Companys Internal Financial Control System. The Statutory Auditors of the Company have also reviewed the Internal Financial Control system implemented by the Company on the financial reporting and in their opinion, the Company has, in all material respects, adequate Internal Financial Control system over Financial Reporting and such Controls over Financial Reporting were operating

effectively as on 31st March, 2025 based on the internal control over financial reporting criteria established by the Company.

The policies and procedures adopted by the Company ensures he orderly and efficient conduct of its business and adherence to the companys policies, prevention and detection of frauds and errors, accuracy & completeness of the records and the timely preparation of reliable financial information.

28. PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by executives, staff and other workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the Employees and the Management continued to remain cordial.

29. PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The ratio of the remuneration of each whole-time director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure- B.

30. FAMILIARIZATION POLICY

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Companys procedures and practices. The Company endeavors, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company.

The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed https://descoinfra.co.in .

31. CODE OF CONDUCT

The Board of Directors has laid down the code of conduct for all Board Members and members of the Senior Management of the Company. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct.

32. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading incompliance with the SEBI (Prohibition & Insider Trading) Regulations, 2015, as amended from time to time, with a view to regulate the trading in securities by the Directors and Designated Employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of shares of the Company by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the code. All Directors and the designated Employees have confirmed compliance with the code.

33. REPORTING OF FRAUDS:

During the year under review, no instances of fraud is reported by the Statutory Auditors of the Company under Section 143 (12) of the Companies Act, 2013.

34. ACKNOWLEDGEMENT

The Directors hereby acknowledge the dedication, loyalty, hard work, solidarity and commitment rendered by the employees of the Company during the year. They would also like to place on record their appreciation for the continued patronage, assistance and guidance received by the Company during the year from bankers, government authorities, shareholders and other stakeholders and Stock Exchange authorities without whom the overall satisfactory performance would not have been possible.

For Desco Infratech Limited (Formerly known as Desco Infratech Private Limited)
Pankaj Pruthu Desai	Malhar P Desai
Managing Director	Whole-time Director
DIN: 03344685	DIN: 07293599
Place: Surat Date: 05.09.2025