Nacdac Infrastructure Ltd Directors Report

To,

The Members,

NACDAC Infrastructure Limited

Your Directors have great pleasure in presenting to you the 13th Annual Report on the affairs of the Company together with the Audited Accounts for the Financial year ended 31st March, 2025.

We would like to start by thanking all of our investors and stakeholders for their continued support and faith in us; you are the reason for our successful IPO. In the years ahead, we aspire to build on our legacy and reach major milestones together.

The Board of Directors hereby submits the report of the business and operations of NACDAC Infrastructure Limited, along with the audited financial statements, for the financial year ended March 31,2025 along with the reports of the Auditors thereon.

Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024
Revenue from Operations	4857.99	3629.68
Other Income	11.21	3.54
Total Income	4869.20	3633.22
Less: Total Expenses before Depreciation, Finance Cost and Tax	4193.44	3121.00
Profit before Depreciation, Finance Cost and Tax	675.76	512.22
Less: Depreciation	27.95	24.26
Less: Finance Cost	101.04	65.69
Profit Before Extraordinary & Exceptional Items and Tax	546.77	422.27
Less: Extraordinary & Exceptional Items	-	10.15
Profit before tax	546.77	412.12
Less: Current Tax	141.58	118.18
Less: Earlier Years Tax	(7.56)	-
Less: Deferred tax Liability (Asset)	(1.63)	(4.25)
Profit after Tax	414.38	298.19

FINANCIAL PERFORMANCE

During the year under review, the Company achieved the revenue of the company of Rs. 4857.99 Lakhs for the year ended March 31,2025 as compared to Rs. 3629.68 Lakhs during the previous year ended March 31, 2024. The net Profit after Tax for the year ended March 31,2025 Rs.414.38 Lakhs as compared to Rs.298.19 Lakhs during the previous year ended March 31,2024.

Your Directors are committed to achieve higher revenues and profits for its stakeholders in coming year and hence are in the continuous process of developing new products and tailor made services for its customers.

The above figures are extracted from the Financial Statements prepared in accordance with generally accepted accounting Principles in India. The applicable mandatory Accounting Standards as amended specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 of India have been followed in preparation of these financial statements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended.

DIVIDEND

In view of the Companys strategic focus on reinvestment for future growth and expansion, the Board of Directors has not recommended any dividend on the equity share capital for the financial year 2024-25.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no amount outstanding to be an Unclaimed Dividend to Investor Education and Protection Fund during the FY 2024-2025.

TRANSFER TO GENERAL RESERVE

Your Directors do not propose to transfer any amount to the General Reserves.

BRIEF DESCRIPTION OF THE STATE OF THE COMPANYS AFFAIRS

At NACDAC Infrastructure Limited, we believe that infrastructure is more than just steel and concrete, its the backbone of progress, growth, and opportunity. Since our inception in 2012, we have been driven by a single vision: to build structures that empower communities and shape a stronger India. What began as a modest venture has now grown into a trusted name in the infrastructure sector, with over 63 successfully completed projects valued at more than Rs.130 Crores. From multi-story residential and commercial complexes to steel bridges, flyovers, electrical Networks, and specialized civil works, our projects stand as a testament to our engineering precision, timely delivery, and unwavering commitment to quality.

As an ISO 9001:2015, ISO 14001:2015, and ISO 45001:2018 certified organization, NACDAC stands at the confluence of quality, sustainability, and safety. Our registrations as a Class A Contractor with leading government bodies further underline the confidence our stakeholders place in us.

But beyond the numbers, it is our people, our values, and our vision that define who we are Led by a dynamic management team and guided by the trust of our clients, we continue to build with purpose ? creating spaces that inspire, structures that last, and infrastructure that fuels development.

As we move forward, NACDAC Infrastructure Limited remains committed to transforming challenges into opportunities, and opportunities into landmarks. Each project we undertake carries not just our name, but also our promise ? to deliver excellence, responsibly and sustainably.

During the year under review, the Company achieved the revenue of the company of Rs. 4857.99 Lakhs for the year ended March 31,2025 as compared to Rs. 3629.68 Lakhs during the previous year ended March 31, 2024. The net Profit after Tax for the year ended March 31,2025 Rs.414.38 Lakhs as compared to Rs.298.19 Lakhs during the previous year ended March 31,2024. Your company has managed to book good amounts of profits during the period under review as compare to the previous year.

The Company have been able to effectively maintain strong financial margins and profitability metrics. Your directors are happy to share that the fundamentals of the business have been sound and robust.

LISTING AND DEPOSITORY FEES

The equity shares of the Company are listed on the SME Platform of the Bombay Stock Exchange of India Limited (BSE SME) with effect from December 24, 2024. The Company has paid the annual listing fees to the BSE and is in compliance with all applicable listing regulations.

CHANGE IN NAME AND STATUS OF THE COMPANY

Our Company was originally incorporated and registered as a private limited company on June 19, 2012, under the Companies Act, 1956 in the name and style of "UMA Infratech Private Limited" bearing Corporate Identification Number U45400UP2012PTC051081 issued by the Registrar of Companies, Kanpur, Uttar Pradesh. Subsequently, our Company was converted into public limited company pursuant to a shareholders resolution passed at an Extra-Ordinary General Meeting held on December 04, 2021, and consequently the name of our Company was changed to "UMA Infratech Limited" bearing Corporate Identification Number U45400UP2012PLC051081 and a fresh Certificate of Incorporation dated December 20, 2021 was issued by Registrar of Companies, Kanpur, Uttar Pradesh.

Thereafter the name of the Company was changed pursuant to a special resolution passed by our members at the Extra Ordinary General Meeting held on February 18, 2022 and consequently name of our Company was changed to "NACDAC Infrastructure Limited" and a fresh certificate of incorporation was issued by Registrar of Companies, Kanpur, Uttar Pradesh dated March 09, 2022 bearing Corporate Identification Number U45400UP2012PLC051081. The Corporate Identification Number again changed to L45400UP2012PLC051081, at time of equity shares of the Company listed with BSE SME platform of BSE Limited on December 24, 2024.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE

REPORT.

No Material Changes and commitments affecting the financial position of the Company, have occurred between the end of the financial year of the company to which the financial statements relate and the date of this Directors Report.

INITIAL PUBLIC ISSUE (IPO)

The Company has successfully completed the Initial Public Offer (IPO). In the IPO, 28,60,000 Equity Shares of Rs. 10/- each was offered by the Company for subscription at an issue price of Rs. 35/- per shares aggregating to Rs. 1001.00 Lakhs which was oversubscribed by 2209 times. The issue was opened for subscription on December 17, 2024 and closed on December 19, 2024. The Board has allotted 28,60,000 Equity Shares of Rs. 35/- each to the successful applicant on December 20, 2024. The equity shares of the NACDAC Infrastructure Limited listed on December 24, 2024 on the BSE SME platform. The Issue was made in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. The success of IPO reflects the trust and confidence of stakeholders in the Board and Management of the Company

SHARE CAPITAL

During the year under review, there was no change in the Authorised Share Capital of the Company. The Authorised Share Capital remained at Rs.11,00,00,000, divided into 1,10,00,000 equity shares of Rs.10 each. However, there was a change in the Paid-up Share Capital of the Company during the year under review.

The Paid-up Share Capital of the Company increased from Rs.7,66,51,360, divided into 76,65,136 equity shares of Rs.10 each, to Rs.10,52,51,360, divided into 1,05,25,136 equity shares of Rs.10 each, pursuant to the successful issuance of 28,60,000 new equity shares in conjunction with the Companys listing. These shares were issued at a face value of Rs.10 each at a premium of Rs.25 per share, resulting in an effective issue price of Rs.35 per share. The public response to the offering was overwhelmingly positive.

This remarkable subscription rate reflects strong investor confidence in the companys vision, growth potential, and strategic direction. The equity shares issued during the year rank pari-passu with the existing Equity Shares of your Company.

The Company has achieved a significant milestone by listing its shares on the BSE SME platform. This strategic move marks the companys entry into the public capital markets, enhancing its visibility, credibility, and accessibility to a broader range of investors. The listing on BSE SME is expected to facilitate future growth, provide greater liquidity to shareholders, and support the companys long-term strategic objectives. The proceeds from the new share issuance are intended to be used as per the objects mentioned in the offer documents.

This infusion of equity capital has enhanced the financial strength of the Company, reduced its dependence on external borrowings, and empowered it to pursue aggressive growth strategies with greater agility. It is also a strong reflection of the continued confidence reposed by the promoters and investors in the long term vision of the Company. The additional capital is expected to contribute significantly to the Companys ability to scale operations, enhance shareholder value, and solidify its leadership across both existing and emerging market segments.

SUBSIDARIES AND OTHER ASSOCIATES COMPANIES

During the year under review, the company did not have subsidiary, Associate or Joint Venture Company.

BOARD MEETINGS

Regular meetings of the Board are held, inter-alia, to review and discuss the various businesses that require the approval of the Board. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of

the Company.

During the year under review, Board of Directors of the Company met 16 (Sixteen) times, viz

Month	Dates
April 2024	-
May 2024	03.05.2024, 10.05.2024, 31.05.2024
June 2024	01.06.2024, 03.06.2024, 10.06.2024
July 2024	01.07.2024, 04.07.2024
August 2024	-
September 2024	23.09.2024
October 2024	11.10.2024
November 2024	-
December 2024	08.12.2024, 16.12.2024, 20.12.2024 (2:00PM), 20.12.2024 (4:30PM), 20.12.2024 (8:00PM)
January 2025	10.01.2025
February 2025	-
March 2025	-

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Companies Act, 2013.

ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS

As per standard 9 of the Secretarial Standard on Meetings of the Board of Directors (SS 1) issued by the Institute of Company Secretaries of India (ICSI), the attendance of Directors at Board meetings held during the financial year 2024-25 are as under:

SI. No. Name of Director	Board Meeting
1 Mr. Hemant Sharma	16
2 Mrs. Uma Sharma	16
3 Mr. Ashish Saxena	16
4 Mrs. Apoorva Dwivedi Mahendra	16
5 Mr. Babbal Singh	16

GENERAL MEETING

During the year under review, the following General Meeting were held:

SI. No. Type of Meeting	Date of Meeting	Total Number of members entitled to date attend meeting	Attendance
			Number of members Attended	% of attendance
1. Extra-Ordinary General Meeting	May 06, 2024	8	8	100
2. Extra-Ordinary General Meeting	June 01,2024	8	8	100
3. Annual General Meeting	September 30, 2024	10	10	100

PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board received a declaration from all the Directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the Directors of the Company is disqualified under the provisions of the Companies Act, 2013 ("Act") or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Name of Director	Director Identification Number (DIN)	Designation
Mr. Hemant Sharma	05304685	Managing Director cum Chairman
Mr. Ashish Saxena	07941108	Whole-time Director
Mrs. Uma Sharma	07941101	Non-Executive Director
Mrs. Apoorva Dwivedi Mahendra	06592317	Independent Director
Mr. Babbal Singh	06786952	Independent Director

During the year under review, there is no changes took place in the constitution of the Board of Directors. DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mrs. Uma Sharma, Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment. The Board of Directors recommends her re-appointment.

KEY MANAGERIAL PERSONNEL

In accordance with Section 203 of the Companies Act, 2013, during the year under review, following are the KMP of the Company:-

Sr. No. Name of Key Managerial Personnel	Name of Key Managerial Personnel
1. Pradeep Singh	Company Secretary
2. Shashi Raman	Chief Financial Officer
3. Hemant Sharma	Managing Director
4. Ashish Saxena	Whole-time Director

INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two Non-Executive Independent Directors in line with the Companies Act, 2013. Further, both the Independent Directors of the Company had registered themselves in the Independent Directors Data Bank. The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://www. nacdacinfrastructure.com.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors was held on March 20, 2025 without presence of Non Independent Directors Members of Management and employees of the Company as required under the Act and in Compliance with requirement under Schedule IV of the Act and as per requirements of Listing Regulations and discussed matters specified therein.

The meeting was conducted to evaluate the:

a. Performance of non-independent Directors and the Board as a whole;

b. Quality, content and timeliness of the flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

However, the Company Secretary and Compliance Officer of the Company, being a member of the management, attended the meeting only to facilitate convening and holding of the meeting. The meeting was attended by all the Independent Directors of the Company.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declarations from each of the Independent Director of the Companythat they meetthe criteriaofindependence

as provided under section 149(6) of the Act and complied with the Code of Conduct as prescribed in the Schedule IV of the Act, as amended from time to time and Regulation 16 of Listing Regulations in respect of their position as an "Independent Director" of NACDAC Infrastructure Limited. The Company has received requisite declaration of independence from all the above-mentioned Independent Directors in terms of the Act and SEBI Regulations, confirming that they continue to meet the criteria of independence. Further, in pursuance of Rule 6of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have confirmed their registration with the Indian Institute of Corporate Affairs (IICA) database. During the year under review the nonexecutive independent directors of the company had no Pecuniary relationship or transactions with the Company other than sitting fees, commission, if any and reimbursement of expenses incurred for the purpose of attending the meetings of the board or committees of the company. The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence. The Board is of the opinion that all the Independent Directors of the Company possess requisite qualifications, skills, experience (including proficiency) and expertise and they hold highest standards of integrity and are independent of the management.

FAMILIARISATION PROGRAMMES

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Companys website https://www. nacdacinfrastructure.com/ .

COMMITTEES OF BOARD

Pursuant to an IPO, in addition to the applicable provisions of the Companies Act, 2013 in respect to Corporate Governance, provisions of the SEBI Listing Regulations are also applicable on the Company.

Further, the requirement specified in regulations 17 to, 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and para C, D and E of Schedule V is not applicable to the Company, although we require to comply with requirement of the Companies Act, 2013 wherever applicable. Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director on the Board and also constitution of an Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. Board of the Company functions either on its own or through committees constituted thereof, to oversee specific operational areas.

During the year under review, Company has constituted the Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee vide Board Resolution dated March 28, 2024:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Composition of Committee, Meeting and Attendance of each Member at Meetings Audit Committee

The Audit Committee of the Company is constituted in line with the provision of Section 177 of the Companies Act, 2013. The Audit Committee is constituted in line to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

The quorum for the meeting shall be one third of total members of the Audit Committee or Two, whichever is higher, subject to minimum two Independent Director shall be present at the meeting.

During the year under review, Audit Committee of the Company met 05 (Five) times, viz. 03.05.2024, 01.06.2024, 03.06.2024, 23.09.2024, and 20.12.2024.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of Members	Category	Designation in Committee	Total Number of members entitled to date attend meeting Attendance
			Held	Eligible to attend	Attended
Mrs. Apoorva Dwivedi Mahendra	Independent Director	Chairperson	8	8	100
Mr. Hemant Sharma	Managing Director	Member	8	8	100
Mr. Babbal Singh	Independent Director	Member	10	10	100

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Mr. Pradeep Singh, Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

2. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted with the provision of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors.

The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per Remuneration policy, is also overseen by this Committee

During the year under review, Nomination and Remuneration Committee of the Company met 01 (One) time, viz 20.03.2024.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2024-25
			Held	Eligible to attend	Attended
Mrs. Apoorva Dwivedi Mahendra	Independent Director	Chairperson	01	01	01
Mrs. Uma Sharma	Non- Executive Director	Member	01	01	01
Mr. Babbal Singh	Independent Director	Member	01	01	01

Mr. Pradeep Singh, Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

Stakeholders Relationship Committee

The Company has a Stakeholders Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports, etc.

During the year under review, Stakeholders Relationship Committee of the Company met 01 time, viz 20.03.2025 A total of 01 (one) Stakeholders Relationship Committee Meeting were held post Listing of the Company.

The composition of the Committee during the year and the details of meetings attended by its members are given below:

At Nacdac Infrastructure Limited, we believe that infrastructure is more than just steel and concrete ? it is the backbone of progress, growth, and opportunity. Since our inception in 2012, we have been driven by a single vision: to build structures that empower communities and shape a stronger India.

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As an ISO 9001:2015, ISO 14001:2015, and ISO 45001:2018 certified organization, Nacdac stands at the confluence of quality, sustainability, and safety. Our registrations as a Class A Contractor with leading government bodies further underline the confidence our stakeholders place in us.

As we move forward, Nacdac Infrastructure Limited remains committed to transforming challenges into opportunities, and opportunities into landmarks. Each project we undertake carries not just our name, but also our promise ? to deliver excellence, responsibly and sustainably.

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Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2024-25
			Held	Eligible to attend	Attended
Mrs. Apoorva Dwivedi Mahendra	Independent Director	Chairperson	01	01	01
Mrs. Uma Sharma	Non-Executive Director	Member	01	01	01
Mr. Babbal Singh	Independent Director	Member	01	01	01

Mr. Pradeep Singh, Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration.

The Companys policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at https://www.nacdacinfrastructure.com/ .

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Performance evaluation is becoming increasingly important for Board and Directors, and has benefits for individual Directors, Board and the Companies for which they work. The Securities and Exchange Board of India has issued a Guidance Note on Board Evaluation and pursuant to the provisions of the Act, the Board of Directors has carried out an annual performance evaluation of its own performance, Board Committees and individual Directors at their meeting. The Chairman of the Meeting/Company interacted with each Director individually, for evaluation of performance of the individual Directors.

The evaluation of the performance of the Board as a whole and individual and of the Committees was conducted by way of questionnaires. In a separate meeting of Independent Directors held on March 20, 2024 performance of Non Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-Executive Directors. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as structure and diversity of the Board, competency of Directors, experience of Director, strategy and performance, secretarial support, evaluation of risk, evaluation of performance of the management and feedback, independence of the management from the Board etc. The performance of the Committees was evaluated by the Board on the basis of criteria such as mandate and composition, effectiveness of the committee, structure of the committee and meetings, independence of the committee from the Board and contribution to decisions of the Board.

The summary of the feedback from the members were thereafter discussed in detail by the members. The respective Director, who was being evaluated, did not participate in the discussion on his/her performance evaluation. The Directors expressed their satisfaction with the evaluation process.

The Board of Directors has laid down the manner in which formal annual evaluation of the performance of the board, Committees and individual directors has to be made.

The Company has in place a comprehensive and structured questionnaire for evaluation of the Board and its Committees, Board composition and its structure, effectiveness, functioning and information availability. This questionnaire also covers specific criteria and the grounds on which all directors in their individual capacity will be evaluated. The performance evaluation of the Independent Directors was done by the entire Board excluding the director being evaluated.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a. In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

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 at the end of the financial year and of the profit or loss of the Company for that year;

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 for the year ended March 31, 2025 on going concern basis.

e. The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were

g. Adequate and operating effectively.

STATUTORY AUDITOR AND THEIR REPORT

Pursuant to the provisions of section 139 of the Act, M/s. Piyush Kothari & Associates, Chartered Accountants (Membership No. 140711W,) were appointed as the Statutory Auditors of the Company who shall hold the office as statutory auditor from the conclusion of the Annual General Meeting held on 30th September 2024 till the conclusion of ensuing 17th Annual General Meeting of the Company to be held in 2029 on such remuneration as may be decided by the Board.

Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under, the Company has received certificate from the Auditors along with peer review certificate, that they are eligible to continue with their appointment and that they are not disqualified in any manner whatsoever from continuing as Statutory Auditors.

The Financial Statements and the Auditors Report for the financial year ended on 31st March, 2025 are free from any qualification, reservation, observation and adverse remark; further the notes on accounts are self-explanatory. The Auditors Report is enclosed with the Financial Statements in this Annual Report.

INDEPENDENT AUDITORS REPORT

The Statutory Auditors Report for the Financial Year 2024-25 is annexed to this Annual Report. The Statutory Audit Report does not contain any qualification reservation or adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to Section 204 of the Companies Act, 2013, NACDAC Infrastructure Limited appointed Ms. Divya Rani, Practicing Company Secretaries, as the Secretarial Auditors to conduct the audit for the financial year 2024-25. This appointment was made in compliance with the applicable regulatory provisions and was duly approved by the Board. Ms. Divya Rani, have conducted the Secretarial Audit for the financial year 2024-25 and their report is attached as "Annexure I" to this Annual Report.

The Secretarial Audit Report confirms that the Company has complied with the relevant provisions of the Companies Act, 2013, and other applicable laws, regulations, and guidelines.

The report does not contain any qualification, reservation, or adverse remark. Further, as per the provisions of Section 204 of the Companies Act, 2013, and the relevant rules under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, secretarial audit is mandated for material unlisted subsidiaries.

However, for the financial year 2024-25, of NACDAC Infrastructure Limited do not qualify as under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

INTERNAL AUDITORS AND REPORT

The process for appointing the internal auditor was initiated and pursuant to the provisions of

Section 138 of Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. L M Agarwal and Co., (FRN: 000113C) as Internal Auditor for the financial year 2024-25.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the year ending on March 31, 2025 is available on the Companys website and can be accessed at https://www. nacdacinfrastructure.com/annual-return.html

UTILIZATION OF PROCEEDS

During the year, the proceeds from our Initial Public Offering (IPO) were primarily utilized to fulfill working capital, Acquisitions of Business, and business expansion, aligning with the objectives outlined in the prospectus.

The utilization of funds has been managed prudently, reflecting our commitment to transparency and maximizing shareholder value. Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby states that there was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus. Report on the utilization of proceeds is attached in "Annexure II" and form part of this report.

RISK MANAGEMENT

Your Company considers that risk is an integral part of its business and therefore, it takes proper steps to manage all risks in a proactive and efficient manner. The Board time to time identifies the risks impacting the business and formulates strategies/ policies aimed at risk mitigation as part of risk management.

Further, a core team comprising of senior management identify and assess key risks, risk appetite, tolerance levels and formulate strategies for the mitigation of risks identified in consultation with process owners.

The Company has adopted a Risk Management policy, which has been placed in the website of the Company https://www.nacdacinfrastructure. com/policies.html. Whereby, risks are broadly categorized into Strategic, Operational, Compliance and Financial & Reporting Risks. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to the business performance. There are no risks which, in the opinion of the Board, threaten the very existence of your Company

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Companies Act, 2013 are disclosed in the notes to account to the financial statements for the FY 2024-25.

DISCLOSURE ON RELATED PARTYS TRANSACTIONS

All Related Party transactions that were entered into during the FY 2024 2025 were on arms length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with related parties which may have a potential conflict of interest with the company.

All the related parties transaction are in compliance with the Accounting Standards issued by ICAI and further details are mentioned in the notes of the Financial Statements.

All Related party transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the Company & can be accessed through the link https://www.nacdacinfrastructure. com/policies.html

Since, all the related party transactions that were entered into during the financial year 2024-2025 were on an arms length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related Party Transactions Policy, details are required to be provided in the Form AOC 2 prescribed under clause (h) of sub section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form (Form AOC-2) are attached as "Annexure-IN". The details of the transaction with related parties are provided in the notes to accompanying financial statements.

CORPORATE GOVERNANCE

Your company being responsible corporate citizen provides utmost importance to best Corporate Governance practices and always works in the best interest of its stakeholders. Your Company has incorporated the appropriate standards for corporate governance, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year.

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-2024.

NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. April 01,2017.

As your Company is also listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after April 01, 2017.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on the conservation of energy, technology absorption and foreign exchange earnings & outgo as stipulated under Section 134(3) (m) of the Act, read with Companies (Accounts) Rules, 2014 is as follows:

a. Conservation of Energy

i. the steps are taken or impact on the conservation of energy: Regular efforts are made to conserve energy through various means such as the use of low energy consuming lighting, etc.

ii. the steps taken by the Company for using alternate sources of energy: Since your

Company is not an energy-intensive unit, utilization of alternate sources of energy may not be feasible.

iii. Capital investment on energy conservation equipment: Nil

b. Technology Absorption

Your Company is not engaged in manufacturing activities, therefore there is no specific information to be furnished in this regard. There was no expenditure incurred on Research and Development during the period under review.

c. Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo are given below:

Total Foreign Exchange earned:	Nil
Total Foreign Exchange used:	Nil

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the year under review, there were no such significant and material orders passed by the regulators or courts or tribunals which could impact the going concern status and companys operations in the future. However, the Company has received demand notice. For detailed information on these matters, please refer to the "Contingent Liabilities" sections of Notes to Accounts.

RISK MANAGEMENT POLICY

Pursuant Section 134(3)(n) of the Act, the Company has in place a Risk Management Policy which provides for the identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company. The Policy further contains the risk assessment and minimization procedures.

The risk management plan is reviewed by the Board from time to time and suitable changes are done as may be necessitated.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year under review, neither any application was made nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the period under review, the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 were not applicable to the Company.

PUBLIC DEPOSIT

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable. There were no unclaimed or unpaid deposits as on 31st March, 2025.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has adopted a Vigil Mechanism/ Whistle Blower Policy with a view to provide a vigilance mechanism for the directors and employees of the Company to raise concern of any violations of legal or regulatory requirements, incorrectness or misinterpretation of any financial statements and reports etc. The purpose of this Policy is to encourage the Companys directors and employees who have concerns about suspected misconduct, to come forward and express these concerns without fear of punishment or unfair treatment.

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employees reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation. The Whistle Blower Policy is displayed on the Companys website at https://www.nacdacinfrastructure.com/policies. html

No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY 2024-25. There were no instances of reporting under the Whistle Blower.

The Whistle Blower Policy of the Company is available on the website of the Company at https:// www.nacdacinfrastructure.com/policies.html .

MAINTENANCE OF COST RECORD

The maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not applicable to the Company as the company does not fall under any of the category prescribed under Section 148(1) of Companies Act, 2013. Hence, the maintenance of the cost records as specified by the Central Government under Section 148(1) of the Act is not required and accordingly, such accounts and records are not made and maintained. The Company has not appointed any Cost Auditor during the year.

PREVENTION OF INSIDER TRADING

Company is fully committed to upholding the highest standards of transparency and fairness in its dealings, particularly with respect to the handling of sensitive information. In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time ("PIT Regulations"), the Board has adopted a comprehensive Code of Conduct to regulate, monitor, and report trading by designated persons and other connected individuals.

To ensure the ethical handling of Unpublished Price Sensitive Information (UPSI), the Company has also put in place a Code of Practices and Procedures for Fair Disclosure of UPSI, which outlines internal procedures for the timely and equitable disclosure of sensitive information. The trading window is routinely closed during the declaration of financial results and in the event of other material developments, as per the Code.

These policies are accessible on the Companys website at: https://www.nacdacinfrastructure.

com/policies.html. Further, in accordance with Regulation 3 of the PIT Regulations, the Company has implemented a Structured Digital Database (SDD) using The PIT Archive Compliance Software. This system ensures meticulous compliance by securely recording the sharing of UPSI with various stakeholders strictly on a need-to-know basis and for legitimate purposes only. The database maintains detailed logs with date and time stamps, providing an auditable trail of all such disclosures. Through these measures, the Company reaffirms its commitment to responsible governance, information security, and regulatory compliance.

REPORT ON FRAUDS U/S 143(12) OF THE COMPANIES ACT, 2013

There are no instances of Fraud/ Suspected Fraud committed against the Company by the Officers or employees of the Company has been detected by the Auditor as required under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

According to Section 134(5)(e) of the Companies Act, 2013 the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, The Company believes that internal control is a necessary prerequisite of

Governance and that freedom should be exercised within a framework of checks and balances. The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The financial control framework includes internal controls, delegation of authority procedures, segregation of duties, system access controls and document filing and storage procedures. The management is committed to ensure an effective internal control environment, commensurate with the size, scale and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets. The control system ensures that the Companys assets are safeguarded and protected and also takes care to see that revenue leakages and losses to the Company are prevented and our income streams are protected. The control system enables reliable financial reporting. The Audit Committee reviews adherence to internal control systems and internal audit reports. They have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensure compliance of corporate policies. It has continued its efforts to align all its processes and controls with global best practices.

CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline.

The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also form part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually as "Annexure - IV"

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as "Annexure- V"

DISCLOSURE ON SECRETARIAL STANDARDS

During the period under review, applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, issued by The Institute of Company Secretaries of India have been duly followed by the Company and have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

PARTICULAR OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as "Annexure VI" and forms part of this Report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is opened for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES AND CRITERIA FOR APPOINTMENT OF DIRECTORS

The management of the Company greatly benefits from the guidance, support, and mature advice of the Board of Directors, who also serve on various committees. The Board comprises directors with diverse skills and rich experience, enhancing the quality of performance of its members. For the selection of any Director, the Nomination and Remuneration Committee identifies individuals of integrity who possess the relevant expertise, experience, and leadership qualities required for the position. The Committee ensures that candidates meet the necessary criteria regarding qualifications, positive attributes, independence, age, and other requirements as specified by the Act, Listing Regulations, or other applicable laws. The objective of this policy is to serve as a guiding framework for appointing qualified individuals as directors on the Companys Board of Directors ("Directors"), Key Managerial Personnel ("KMP"), recommending their remuneration, and evaluating their performance. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has developed a policy on the appointment and remuneration of Directors, Key Managerial Personnel, and Senior Managerial Personnel. This includes criteria for determining qualifications, positive attributes, independence of a Director, and other matters mandated under Section 178 (3) of the Act and the Listing Regulations.

The Board of Directors has established a policy that provides a framework for the remuneration of Directors, Key Managerial Personnel, and Senior Management of the Company.

This policy also outlines the criteria for the selection and appointment of Board Members and emphasizes the importance of Board diversity.

The Company acknowledges the benefits and importance of having a diverse Board of Directors in terms of skill sets and experience. The Company has an optimal mix of executive and non-executive, independent directors, and a woman director. The relevant policy (ies) have been uploaded on the Companys website and can be accessed through the link at https://www.nacdacinfrastructure.com/ policies.html

POLICY AGAINST SEXUAL HARASSMENT

Your Company has always believed in providing safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company ensures that the work environment at all its locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are strictly prohibited.

SEXUAL HARASSMENT POLICY

The Company has adopted a policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The Company has complied with the provisions relating to constitution of internal complaints committee (ICC) under the POSH Act. All women employees are covered under this policy. ICC has been set up to redress complaints received regarding sexual harassment.

An Internal Compliant Committee (ICC) is in place as per the requirements of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review

The details of the complaints received during the year under review were as follows:

No. of Complaints Pending at the Beginning of the Year	0
No. of Complaints Received and Resolved during the year	0
No. of Complaints Pending at the End of the Year	0

WEBSITE OF THE COMPANY

Your Company maintains a website https:// www.nacdacinfrastructure.com/ where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

ACKNOWLEDGEMENT AND RECOGNITION

The Board of Directors of NACDAC Infrastructure Limited places on record its sincere appreciation for the continued trust, support, and confidence extended by all our stakeholders?shareholders, customers, employees, partners, and vendors? who have played an integral role in the Companys progress and achievements during the year. We would like to express our heartfelt gratitude to our esteemed Board members for their strategic direction, foresight, and valuable counsel, which have helped the Company navigate both opportunities and challenges. Our sincere thanks also go to our employees across all levels whose dedication, resilience, and commitment remain the driving force behind our success and innovation.

We acknowledge and appreciate the continued cooperation and guidance received from regulatory authorities, the Ministry of Corporate Affairs, NSE, bankers, financial institutions, and our professional advisors, whose support has been vital in advancing

our strategic initiatives and ensuring compliance. Looking ahead, we reaffirm our commitment to creating sustainable value, fostering innovation, and contributing positively to all stakeholders as we continue to pursue our long-term vision of excellence and responsible growth

For and on behalf of the board
NACDAC Infrastructure Limited
Sd/-	Sd/-
Hemant Sharma	Ashish Saxena
Managing Director	Whole-Time Director
DIN:05304685	DIN:07941108
Date: August 27, 2025
Place: Ghaziabad