Nacdac Infrastructure Ltd Auditor Reports

To,

The Board of Directors

NACDAC Infrastructure Limited

(Formerly known as "UMA Infratech Limited")

KF 120,

Kavi Nagar,Ghaziabad,

Uttar pradesh, India, 201002.

1. We have examined the attached restated financial information of NACDAC Infrastructure Limited (Formerly known as "UMA Infratech Limited") (hereinafter referred to as "the Company") comprising the restated statement of assets and liabilities as at Januray 31, 2024, March 31, 2023, 2022, 2021 restated statement of profit and loss and restated cash flow statement for the financial year/period ended on January 31 2024, March 31 2023, 2022 and 2021 the summary statement of significant accounting policies and other explanatory information (collectively referred to as the "restated financial information" or "Restated Financial Statements") annexed to this report and initiated by us for identification purposes. These Restated Financial Statements have been prepared by the management of the Company and approved by the board of directors at their meeting in connection with the proposed Initial Public Offering on SME Platform ("IPO" or "SME IPO") of Bombay Stock Exchange of India Limited ("BSE") of the company.

2. These restated summary statements have been prepared in accordance with the requirements of:

(i) Section 26 of Pan-I of Chapter III of Companies Act, 2013 (the "Act") read with Companies (Prospectus and A1 lotment of Securities) Rules 2014;

(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 ("ICDR Regulations") and related amendments / clarifications from time to time issued by the Securities and Exchange Board of India ("SEBI");

(iii) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("Guidance Note")

3. The Companys Board of Directors is responsible for the preparation of the Restated Financial Statements for inclusion in the Draft Red-Herring Prospectus/ Red-Herring Prospectus/ Prospectus ("Offer Document") to be filed with Securities and Exchange Board of India ("SEBI"), BSE and Registrar of Companies (Kanpur) in connection with the proposed IPO. The Restated Financial Statements have been prepared by the management of the Company on the basis of preparation stated in Annexure IV to the Restated Financial Statements. The responsibility of the board of directors of the Company includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Statements. The board of directors are also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.

4. We have examined such Restated Financial Statements taking into consideration:

(i) The terms of reference and terms of our engagement letter requesting us to carry out the assignment, in connection with the proposed SME IPO;

(ii) The Guidance Note also requires that we comply with the ethical requirements of lh Rs. Code of Ethics issued by the ICAI;

(iii) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Statements;

(iv) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the IPO.

5. The Restated Financial Statements of the Company have been compiled by the management from audited financial statements for the period / period / year ended on January 31 2024, March 31 2023, 2022 and 2021.

6. Audit for the financial period ended January 31, 2024 was audited by Piyush Kothari & Associates Chartered Accountants vide our report dt. June 5, 2024. Audit for the financial year ended March 31, 2023 was conducted by L.M. Agarwal & Co vide report dt. September 1, 2023, for the financial year ended March 31, 2022 was conducted by L.M. Agarwal & Co vide report dt. July 31, 2022 and for the financial year ended March 31, 2021 was conducted by L.M. Agarwal & Co vide report dt. October 31, 2021. There are no audit qualifications in the audit reports issued by previous auditors and which would require adjustments in the Restated Financial Statements of the Company. The financial report included for these period/years is based solely on the report submitted by him.

7. We have audited the special purpose financial information of the company for the period ended March 31, 2023 prepared by the Company in accordance with the IGAAP for the limited purpose of complying with the requirement of getting its financial statements audited by an audit firm holding a valid peer review certificate issued by the "Peer Review Board" of the ICAI as required by ICDR Regulations in relation to proposed IPO. We have issued our report dated June 5, 2024 on these special purpose financial information to the Board of Directors who have approved these in their meeting held on June 5, 2024.

8. Based on our examination and according to information and explanations given to us, we are of the opinion that the Restated Financial Statements:

a) Have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping / reclassifications retrospectively in the financial year/period ended on March 31, 2023, 2022 and 2021.

b) do not require any adjustment for modification as there is no modification in the underlying audit reports;

c) Have no extra-ordinary items that need to be disclosed separately in the accounts and requiring adjustments.

d) Have been prepared in accordance with the Act, ICDR Regulations and Guidance Note.

9. In accordance with the requirements of the Act including the rules made there under, ICDR Regulations, Guidance Note and engagement letter, we report that:

(i) The "restated statement of asset and liabilities" of the Company as at January 31 2024, March 31 2023, 2022 and 2021 examined by us, as set out in Annexure I to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the restated summary statements to this report.

(ii) The "restated statement of profit and loss" of the Company for the financial year/period ended as at January 31, 2024, March 31, 2023, 2022 and 2021 examined by us, as set out in Annexure II to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the restated summary statements to this report.

(iii) The "restated statement of cash flows" of the Company for the financial year/period ended as at, January 31, 2024, March 31 2023, 2022 and 2021 examined by us, as set out in Annexure III to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to restated summary statements to this report.

10. We have also examined the following other financial information relating to the Company prepared by the management and as approved by the board of directors of the Company and annexed to this report relating to the Company for the financial year/period ended as at January 31 2024, March 31 2023, 2022 and 2021 proposed to be included in the Offer Document.

Annexure to Restated Financial Statements of the Company:-

I. Summary statement of assets and liabilities, as restated as appearing in ANNEXURE I;

II. Summary statement of profit and loss, as restated as appearing in ANNEXURE II;

III. Summary statement of cash flows as restated as appearing in ANNEXURE 111;

IV. Corporate Information, Significant accounting policies as restated and Notes to reconciliation of restated profits and net worth as appearing in ANNEXURE IV;

V. Details of share capital as restated as appearing in ANNEXURE V to this report;

VI. Details of reserves and surplus as restated as appearing in ANNEXURE VI to this report;

VII. Details of long-term borrowings as restated as appearing in ANNEXURE VII to this report;

VIII. Details of long term provisions as restated as appearing in ANNEXURE VIII to this report;

IX. Details of short term borrowings as restated as appearing in ANNEXURE IX to this report;

X. Details of trade payables as restated as appearing in ANNEXURE X to this report;

XI. Details of other current liabilities as restated as appearing in ANNEXURE XI to this report;

XII. Details of short term borrowings as appearing in ANNEXURE XII to this report;

XIII. Details of property, plant & equipment and intangible assets as appearing in ANNEXURE XIII to this report;

XIV. Details of non current investments as restated as appearing in ANNEXURE XIV to this report;

XV. Details of deferred Tax Assets (Net) as restated as appearing in ANNEXURE XV to this report;

XVI. Details of long-term Loans & Advances as restated as appearing in ANNEXURE XVI to this report;

XVII. Details of other non-current assets as restated as appearing in ANNEXURE XVII to this report;

XVIII. Details of inventories as restated as appearing in ANNEXURE XVIII to this report;

XIX. Details of trade receivables as restated as appearing in ANNEXURE XIX to this report;

XX. Details of cash and bank balances as restated as appearing in ANNEXURE XX to this report;

XXI. Details of short term loan and advances as restated as appearing in ANNEXURE XXI to this report;

XXII. Details of other current assets as restated as appearing in ANNEXURE XXII to this report;

XXIII. Details of revenue from operations as restated as appearing in ANNEXURE XXIII to this report;

XXIV. Details of other income as restated as appearing in ANNEXURE XXIV to this report;

XXV. Details of cost of Material Consumed as restated as appearing in ANNEXURE XXV to this report

XXVI. Details of direct Expenses as restated as appearing in ANNEXURE XXVI to this report;

XXVII. Details of changes in inventories of work in progress as restated as appearing in ANNEXURE XXVII to this report;

XXVIII. Details of employee benefits expenses as restated as appearing in ANNEXURE XVIII to this report;

XXIX. Details of finance costs as restated as appearing in ANNEXURE XXIX to this report;

XXX. Details of depreciation and amortization expenses as restated as appearing in ANNEXURE XXX to this report;

XXXI. Details of other expenses as restated as appearing in ANNEXURE XXXI Ito this report;

XXXII. Details of bifurcation of other income as restated as appearing in ANNEXURE XXXII to this report;

XXXIII. Ageing of trade payables as restated as appearing in ANNEXURE XXXIII to this report;

XXXIV. Ageing of trade receivables as restated as appearing in ANNEXURE XXXIV to this report;

XXXV. Details of related party transaction as restated as appearing in ANNEXURE XXXV to this report;

XXXVI. Disclosure under AS-15 as restated as appearing in ANNEXURE XXXVI to this report;

XXXVII. Details of accounting ratios as restated as appearing in ANNEXURE XXXVII to this report;

XXXVIII. Details of statement of tax shelters as restated as appearing in ANNEXURE XXXVIII to this report;

XXXIX. Details of contingent liabilities & commitments as restated as appearing in ANNEXURE XXXIX to this report;

XL. Dues of small enterprises and micro enterprises as restated as appearing in ANNEXURE XL to this report;

XLI. Additional Regulatory Information as per Para Y of Schedule III to Companies Act, 2013 as restated as appearing in ANNEXURE XLI to this report;

XLII. Capitalisation Statement as at January 31, 2024 as restated as appearing in ANNEXURE XLII to this report;

11. The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by any other firm of Chartered Accountants nor should this report be construed as a new opinion on any of the financial statements referred to therein.

12. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

13. Our report is intended solely for use of the board of directors for inclusion in the offer document to be filed with SEBI, BSE and Registrar of Companies (Kanpur) in connection with the proposed SME IPO. Our report should not be used, referred to or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.

For Piyush Kothari & Associates

Chartered Accountants

FRN-140711W

CA Piyush Kothari

Partner

M. No. - 158407

UDIN - 24158407BKBIIN4611

Place: GHAZIABAD

Date: 07/06/2024.