Udayshivakumar Infra Ltd Directors Report

Dear Members,

Your Directors are pleased to present the Seventh Annual Report of your Company together with the Audited Financial Statements for the financial year ended March 31, 2026.

STANDALONE FINANCIAL RESULTS

The highlights of the standalone financial results are as under:

PARTICULARS	FY 2025-26	FY 2024-25
Revenue from operations	21,132.56	28,912.73
Other Income	306.44	634.89
Total	21,439.00	29,547.62
Profit /(Loss) before depreciation and financial expenses	1,781.39	908.17
Financial cost	846.52	650.93
Depreciation and amortization	896.60	979.99
Profit/(Loss) before exceptional items	38.27	(722.75)
Exceptional item	-	-
Profit before tax	38.27	(722.75)
Current Tax (including Wealth Tax)	-	-
Deferred tax Liability/Asset	(127.63)	(14.09)
Short Provision for Income Tax of Earlier Year	0.32	12.02
Profit/Loss for the year	165.58	(720.68)
Items that will not be reclassified to Profit or Loss	19.74	68.41

OPERATING HIGHLIGHTS

The Company earned total income of Rs. 21,439.00 lakhs for the year ended 31^st March, 2026 as against Rs. 29,547.62 lakhs for the previous year.

The EBITDA for the year under review stood at Rs. 1,781.39 lakhs as compared to Rs. 908.17 lakhs for the previous year, while the Net Profit stood at Rs. 165.58 lakhs as compared to the Net loss incurred of Rs. (720.68) lakhs for the previous year

There was no change in the nature of business of the Company during the year under review.

DIVIDEND & DIVIDEND DISTRIBUTION POLICY

In order to conserve the financial resources in company for future growth of the business the Board has not recommended any dividend for the financial year ended 31^st March, 2026.

TRANSFER TO RESERVES

No amount is transferred to the general reserves account for the 07^th financial year ended 31^st March, 2026. However, the net profit of the year is transferred to surplus account under the head Reserves and Surplus in Balance Sheet.

DEPOSITS

During the year under review, your Company has not accepted any deposits from public within the meaning of Sections 73 and 74 of the Companies Act, 2013 (the "Act") and the Companies (Acceptance of Deposits) Rules, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis (MDA) report on the business and operations of the Company is given in a separate section and forms part of this Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain highest standards of Corporate Governance and adhere to Corporate Governance requirements set out by the Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance. In compliance with the Regulation 34 read with Schedule V of Listing Regulations, a detailed report on Corporate Governance forms part of this Annual Report.

A Certificate from the confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to the Corporate Governance Report.

BUSINESS RESPONSIBILITY REPORT

SEBI, vide its Circular dated May 10, 2021, made Business Responsibility and Sustainability Report mandatory for the top 1,000 listed companies (by market capitalization) from fiscal 2023. Since, the provisions of the Regulation 34(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company for the year ended March 31, 2026 based on the market capitalization, the Business Responsibility and Sustainability Report is therefore not given.

CREDIT RATING

During the year under review CRISIL ratings has given credit ratings for the financial facilities as;

Bank Facility	Bank	Amount (Rs. In Crore)	Outstanding Rating
1. Bank Guarantee	State Bank of India	165.00	CRISIL A3+
2. Bank Guarantee	HDFC Bank	21.00	CRISIL A3+
3. Cash Credit	State Bank of India	30.00	CRISIL BBB/Stable
4. Cash Credit	HDFC Bank	20.00	CRISIL BBB/Stable
5. Term Loan	HDFC Bank	31.55	CRISIL BBB/Stable
	Total	267.55

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts and arrangements with related parties that were entered in to during the financial year 2025-26 were after compliance of provision of law. All related party transactions were placed before the Audit Committee for approval/omnibus approval as per the Companys policy on related party transactions.

Prior omnibus approval of the Audit Committee is obtained for the transactions which are of foreseen and repetitive in nature on yearly basis.

A statement giving details of all related party transactions is placed before the Audit Committee for their approval.

During the year under review, there are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

The Company has entered in to contracts or arrangements or transactions which are at arms length basis and in ordinary course of business and other transactions after obtaining approval in general meeting with related parties, the disclosure of particulars pursuant to section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are attached as Annexure - III. Further, the details of the related party transactions entered into during the year are given under Note No. 29 of the Financial Statements forming part of this Annual Report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

There are no Holding, Subsidiary, Joint Venture or Associate Companies.

SHARE CAPITAL

During the year, there was no change in the Authorized Share Capital and Paid-up Share Capital of the Company during the year.

Authorized share Capital: Rs. 56, 50, 00,000/ - (Rupees Fifty-Six Crores Fifty Lakhs Only) Divided into 5, 65, 00,000 (Five Crores Sixty Five Lakhs Only) Equity Shares of Rs. 10/ - (Rupees Ten Only) Each.

Paid up capital of the Company: Rs. 55,35,71,420 /- (Rupees Fifty-Five Crores Thirty-Five Lakhs Seventy-One Lakhs Four Hundred and Twenty Only) divided into 5,53,57,142 (Five Crores Fifty-Three Lakhs Fifty-Seven Thousand One Hundred and Forty Two) Equity shares of Rs. 10/- (Rupees Ten Only) each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors comprises distinguished professionals of proven integrity and competence, who provide strategic direction, guidance and leadership to the Company.

In accordance with the provisions of the Companies Act, 2013 (the ‘Act) Mrs. Amrutha, Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered herself for reappointment. The Director have confirmed that she is not disqualified under sub-section (2) of Section 164 of the Act and she is eligible for re-appointment as Directors of the Company.

A resolution seeking Members approval for her re-appointment along with other required details forms part of the Notice of this AGM.

With an intention to broad base the Board and taking in to consideration knowledge, experience and qualification, the Board of Directors of the Company appointed:

a. Mr. Gowdara Timmappa Govindappa (DIN: 10653812) as Additional Independent Director with effect from 21^st May, 2025, and was regularized as an Independent Director at the annual general meeting held on 20^th August 2025.

Further, following were changes in directorship and Key Managerial Personal:

Mr. Kencha Reddy Hanumantha Reddy (DIN: 09690994) and Mr. Akshay Vijay Raichurkar (DIN: 10763512) were appointed as Additional Directors of the Company with effect from 20^th February 2025. Their appointments were subsequently regularised by the Members at the Extra-Ordinary General Meeting held on 19^th May 2025, wherein Mr. Kencha Reddy Hanumantha Reddy was appointed as Director and Mr. Akshay Vijay Raichurkar was appointed as Non-Executive, Independent Director for a term of five consecutive years.

On 21^st May 2025, Mr. Gowdara Timmappa Govindappa (DIN: 10653812) was appointed as Additional independent Director of the Company in board of directors meeting and was regularized as an Independent Director for a term of five consecutive years at the annual general meeting held on 20^th August 2025.

On 21^st July 2025, Mrs. Bharti Ramchandani due to her resignation ceased to be Company Secretary and Compliance Officer of the Company.

On 20^th August 2025, Mrs. Sneha Prashant Sawant was appointed as Company Secretary and Compliance Officer of the Company.

The policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act and Listing Regulations adopted by the Board is appended as Annexure to the Boards Report. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company. The policy is available on the website of the Company: https://www.uskinfra.com.

Pursuant to the provisions of Section 203 of the Act, Udayshivakumar, Managing Director, Sheetalkumar Mohanrao Kodachawad, Chief Financial Officer and Sneha Prashant Sawant, Company Secretary and Compliance Officer are the Key Managerial Personnels ("KMPs") of the Company as on March 31, 2026.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Act:

(ii) In the preparation of the annual accounts, the applicable accounting standards (IND AS) have been followed along with proper explanation relating to material departures.

(iii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 period.

(iv) The Directors have taken proper and sufficient care forth maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(v) The Directors have prepared the annual accounts on going concern basis.

(vi) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vii) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

MEETINGS OF THE BOARD

During the year, 8 (Eight) meetings of the Board of Directors were held, the details of which are given in the report on Corporate Governance, which forms part of this Annual Report.

The Company has complied with the requirements of SS-1 in respect of the meetings of the Board of Directors held during the year.

The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Companies Act, 2013 and the SEBI Listing (Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of the SEBI Listing Regulations read with Schedule IV of the Act, the Company has in place a Familiarization Program for its Independent Directors to acquaint them with the Company, their roles and responsibilities, the business model, operational aspects and governance framework of the Company. Through this program, the Independent Directors are provided with relevant information and insights to enable them to gain a comprehensive understanding of the Companys business and to contribute effectively to the Board and its Committees.

The familiarization sessions are conducted through presentations, briefings and interactions with senior management, as and when required

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The criteria is broadly based on the Guidance Note on Board Evaluation issued by the SEBI.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

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

In a separate meeting of Independent Directors held on 20^th February, 2026, performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of Executive and Non-Executive Directors.

The overall outcome of the Board evaluation process was positive and the Directors expressed satisfaction with the performance and effectiveness of the Board, its Committees and Individual Directors. For further details, please refer to the Corporate Governance Report, which forms part of this Report.

Pursuant to Section 178(2) of the Companies Act, 2013 the Nomination and Remuneration Committee of the Board carried out an annual evaluation of every Directors performance. Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 the Board evaluated the performance of Independent Directors. The Independent Directors in a separate meeting held on 20^th February, 2026 reviewed the performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from each Independent Director of the Company confirming that, they meet the criteria of Independence as prescribed both, under Section 149(6) of the Companies Act 2013 read with Schedule IV of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

INTERNAL FINANCIAL CONTROL

The internal control systems are commensurate with the nature of business and the size and complexity of operations of the Company. The Audit Committee periodically evaluates the adequacy and effectiveness of the Companys internal financial control systems and monitors the implementation of recommendations made by the Committee.

The Auditors of the Company have also opined that the Company has in all material respects an adequate internal financial control systems over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March 2026. Further certificate of compliance from the Executive Director and Chief Financial Officer annexed to this report confirms the adequacy of the internal control systems and procedures of the Company.

SECRETARIAL AUDITORS AND THEIR REPORT

The Board of Directors appointed M/s. Vinita D Modak, Practicing Company Secretary (Membership No. 23151), to conduct Secretarial Audit for the financial year 2025-26.

Pursuant to SEBI Circular dated February 8, 2019, in addition to the Secretarial Audit Report as mentioned above, the Company has obtained Secretarial Compliance Report from M/s. Vinita D Modak, Practicing Company Secretary (Membership No. 23151), for the year ended March 31, 2026. A copy of the Secretarial Compliance Report so obtained, is filed with the BSE Limited and National Stock Exchange of India Limited.

The Secretarial Audit Report and Secretarial Compliance Report do contain the following qualification, reservation and adverse remark:

Observation / Qualification in Secretarial	Management Reply
Audit Report
1. Non-filing of Form DPT-3 as required under the applicable provisions of the Companies Act, 2013 and the rules made thereunder.	The Company acknowledges that the non-filing of Form DPT-3 was inadvertent. The Company has taken necessary corrective measures and strengthened its compliance monitoring mechanism to ensure timely completion of all applicable statutory filings within the prescribed timelines in the future.
2. Non-compliance with Regulation 17(1E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to the delay in filling the vacancy in the office of a Director during the quarter ended 30th June 2025. The vacancy was filled with a delay of one day beyond the prescribed timeline.	The Company submits that the delay of one day was due to unforeseen technical issues encountered on the Independent Director portal and was inadvertent and unintentional. The Company had duly apprised the Stock Exchange of the reasons for such delay and subsequently completed the appointment process. The Company has taken necessary corrective measures to strengthen its compliance monitoring mechanism and ensure timely compliance with the applicable provisions in the future.

The Secretarial Audit Report and Secretarial Compliance Report for the financial year ended March 31, 2026 are annexed and forms part of this Report as Annexure – IV and V

The said report is also available on the website of the Company athttps://www.uskinfra.com.

During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3) of the Act.

STATUTORY AUDITORS AND AUDITORS REPORT

M/s. NBT & COMPANY (Firm Registration No.10489W) was appointed as Statutory Auditors of the Company at the MUMBAI for a term of 5 consecutive years to hold office from the conclusion of the 3^rd Annual General Meeting till the conclusion of the 8^th Annual General Meeting. In accordance with the Section 40 of the Companies (Amendment) Act, 2017, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. Thus, NBT & COMPANY will continue to hold office till the conclusion of 8^th Annual General Meeting.

The Auditors Report to the shareholder for the year ended March 31, 2026 does not contain any qualification, reservation or adverse remark and therefore does not call for any explanation or comments.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

INTERNAL AUDITORS AND AUDITORS REPORT

In the Board of Directors meeting held on 28^th July, 2025 M/s. GPS & Co LLP, Chartered Accountants (FRNS200056) were appointed to undertake internal audit of the Company for the financial year ending 31^st March, 2026, as required under section 138 read with rule 13 of companies (Accounts) Rules, 2014. The internal audit report given by the auditor for the financial year 2025-26 does not contain any qualification remark.

COST RECORDS AND COST AUDIT

Pursuant to the provisions of Section 148 (1) of the Companies Act, 2013, the Company has included cost records in its books of accounts as required by Rule 3 of the Companies (Cost Records and Audit) Rules 2014.

Since Cost Audit is applicable, the Board of Directors in its meeting held on 28^th July, 2025 appointed M/s. MURTHY & CO. LLP (FRN:000648) for conducting audit for financial year ended 31^st March, 2026, further their appointment and ratification of remuneration was done in the Annual General Meeting held on 20^th August, 2025.

The Board of Directors, on the recommendation of the Audit Committee, appointed M/s MURTHY & CO. LLP (FRN: 000648) Cost Accountants, as the Cost Auditor to audit the cost records for the financial year ending 31st March 2027 on 08th September 2026.

Appointment and Remuneration payable to the Cost Auditor is subject to ratification by the members of the Company. Accordingly, a resolution seeking members ratification for the remuneration payable to M/s. MURTHY & CO. LLP (FRN: 000648), forms part of Notice convening 07^th Annual General Meeting of the Company, along with relevant details, including the proposed remuneration.

The Cost Auditors Report for the year ended March 31, 2026 does not contain any qualification, reservation or adverse remark and therefore does not call for any explanation or comments.

In terms of Section 148 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Act.

DISCLOSURES

AUDIT COMMITTEE

The Audit Committee constitutes of three Independent Directors namely Mrs. Amruta Ashok Tarale (DIN:10707437) Chairperson of the committee, Mr. Matada Shivalingaswamy (DIN:10283087) and Mr. Akshay Vijay Raichurkar (DIN: 10763512) as Members and One Executive Director Ms. Manjushree Shivakumar (DIN:0959737) as Member.

Terms of reference and powers of the Committee is provided in the Corporate Governance Report annexed to this Report. All the recommendations made by the Audit Committee were accepted by the Board. The number and dates of the meetings held during the financial year 2025-26 are provided in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

The Committee constitutes of three Independent Directors namely Mrs. Amruta Ashok Tarale (DIN: 10707437) Chairperson of the committee, Mr. Matada Shivalingaswamy (DIN: 10283087) and Mr. Akshay Vijay Raichurkar (DIN: 10763512) as Members and One Non-Executive Director Mrs. Amrutha (DIN:07774973) as Member.

Terms of reference and powers of the Committee is provided in the Corporate Governance Report annexed to this Report. The policy for selection of Directors and determining Directors independence and policy relating to the remuneration of Directors, Key Managerial Personnel and other employees may be accessed on the Companys website https://www.uskinfra.com. The salient features of the policies are annexed to this Report as Annexure - VI. The number and dates of the meetings held during the financial year 2025-26 are provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Committee constitutes of two Independent Directors namely Mr. Matada Shivalingaswamy (DIN: 10283087), Mrs. Amruta Ashok Tarale (DIN: 10707437) as Members and Managing Director Mr. Udayshivakumar (DIN: 05326601) as Chairman.

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 were not applicable to the Company during the financial year 2025–26, as the Company did not meet the prescribed eligibility criteria under the said Section, considering that the Company had incurred a net loss of Rs. 722.75 lakhs for the financial year 2024–25.

The CSR Committee constituted by the Company continues to remain in existence, notwithstanding the non-applicability of the CSR provisions during the financial year. The Committee shall continue to function so that, upon the CSR provisions becoming applicable, the Company is not required to constitute a new CSR Committee and can proceed with the necessary CSR compliances.

The particulars related to CSR policy, Mode of carrying out CSR Activities, Monitoring Process, the Composition of the CSR Committee is attached to this Report as Annexure VII. The number and dates of the meetings held during the financial year 2025-26 are provided in the Corporate Governance Report

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee constitutes of three Independent Directors namely Mr. Akshay Vijay Raichurkar (DIN: 10763512) Chairperson of the committee, Mrs. Amruta Ashok Tarale (DIN: 10707437), Mr. Matada Shivalingaswamy (DIN: 10283087) as Members and One Executive Director Ms. Manjushree Shivakumar (DIN:0959737) as Member.

Terms of Reference and Powers of the Committee is provided in the Corporate Governance Report annexed to this Report. The number and dates of the meetings held during the financial year 2025-26 are provided in the Corporate Governance Report.

RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS

The constitution of a Risk Management Committee ("RMC") is not mandatory for the Company under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the Company has constituted the RMC internally as part of its internal governance and risk management framework.

The Board of Directors of the Company has a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.

The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this Report

Your Company has framed, developed and implemented Risk Management Plan, pursuant to the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee constitutes of three Independent Directors namely Mr. Akshay Vijay Raichurkar (DIN: 10763512) Chairperson of the committee, Mrs. Amruta Ashok Tarale (DIN: 10707437) and Mr. Matada Shivalingaswamy (DIN: 10283087) as Members, Managing Director Mr. Udayshivakumar (DIN: 05326601) as member and one Executive Director Ms. Manjushree Shivakumar as Members

For Identification of elements of risk and their mitigation are discussed in the meeting of the Committee. In the opinion of the Committee there is no element of risk which may threaten the existence of the Company.

The number and dates of the meetings held during the financial year 2025-26 are provided in the Corporate Governance Report forming part of this annual report.

VIGIL MECHANISM

The Company has formulated a Vigil Mechanism for directors and employees to report their genuine concerns or grievances pursuant to Section 177 (9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee oversees the Vigil Mechanism. The Vigil Mechanism provides for adequate safeguards against victimization of director(s), employee(s) or any other person who avail the mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The policy on Vigil Mechanism may be accessed on the Companys website https://www.uskinfra.com

INTERNAL COMPLAINTS COMMITTEE

The Company has constituted a Committee by name Internal Complaints Committee, in compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 8(5)(x) of the Companies (Accounts) Rules, 2014. The said Committee is constituted to consider and resolve all sexual harassment complaints reported by women employees. During the year under review the Company did not receive any such complaint.

POLICIES OLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, mandates the formulation of certain policies for all listed companies. The corporate governance policies are available on the Company website at https://www.uskinfra.com.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The contact details of Nodal Officer of the Company are available on the website of the Company at https://www.uskinfra.com

ANNUAL RETURN AND WEB LINK OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules 2014, the Annual Return of the Company for FY 2025-26 is available on the website of the Company at https://www.uskinfra.com.

HUMAN RESOURCES (HR)

The Companys HR policies and procedures are designed to recruit and retain the best talent to support the operations of the Company and to align the interest of employees with the long term organizational goals.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given security or granted any loans to companies, firms, Limited Liability Partnerships or other parties. The Company being in Government contractor, the Company has given bank guarantee in its ordinary course of business and made general investments after complying with provisions of Section 186 of the Companies Act, 2013 and rules made thereunder.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION PURSUANT TO RULE 8(3) A AND 8(3) B OF THE COMPANIES (ACCOUNTS) RULES, 2014 ARE PROVIDED AS UNDER:

(A) Conservation of Energy:

(i) The steps taken or impact on conservation of energy: Operations of the Company are not energy intensive however, conscious efforts are made at all levels of operations to conserve energy and minimize its use.

(ii) The steps taken by the company for utilizing alternate sources of energy: NIL

(iii) The capital investment on energy conservation equipment: NIL

(B) Technology Absorption

(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):

(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 Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

? Foreign Exchange Earnings: Nil

? Foreign Exchange Outgo: Nil

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 are provided in Annexure - VIII.

The relations between the management and the staff remained cordial during the period under review.

There were no employees/director drawing remuneration of more than Rs. 1,02,00,000/- (Rupees One Crore Two lakhs Only) during the financial year or Rs. 8,50,000/- (Rupees Eight Lakh Fifty Thousand) per month for part of the financial year.

SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

MAJOR WORK RELATED DETAILS

A. Improvements of Water Supply Scheme to Hangal town and Providing water supply scheme to Yallapur

Town with Bommanahalli pickup dam as source" under AMRUT 2.0 including O&M for a period of 5 years through Design, Build, Operation and Transfer (DBOT) mode. -Reg.

B. Udayshivakumar Infra Limited has entered into Joint Venture with Kevadiya Construction Pvt. Ltd. in the name of "M/s. Kevadiya Construction Private Limited-Udayshivakumar Infra Limited (JV)" for joint bidding of aforementioned tender for water supply project in the State of Karnataka. The Joint venture has won bidding and secured the order of Rs.101.51 Crores excluding GST. The Joint Venture had entered agreement with principle contactor The Chief Engineer, KUWD & DB, Dharwad, Karnataka. The work has already started during FY 2024-25.

The share of the Joint Ventures as follows:

1. Kevadiya Construction Private Limited – 51 % 2. Udayshivakumar Infra Limited – 49 %

C. Bidding won by Joint Ventures and for the National Highway Project works under EPC mode in the State of

Karnataka.

The Udayshivakumar Infra Limited ("UIL") has entered 3 Nos. Joint Venture with KMC Construction Limited ("KMCCL") for bidding of National Highways Project works under EPC mode in the state of Karnataka and all three Joint Ventures have won the bidding for the following project works:

Name of the Project	Joint Venture	L1 Value (Excluding GST) Rs. In Crores	Tenure of the work
1 Widening to 4 Lane + Paved Shoulder from Km.111.500 to 148.088 on NH 69(Old NH 206) Honnavar-Chittoor Section in the State of Karnataka on EPC mode	UIL – 97.75% KMCCL – 2.25%	310.33	24 Months
2 Widening to Two Lane with Paved Shoulders from KB Cross to Chunchanahalli Ch.485+240 to Ch. 523+393 and From Ch. 530+393 to Ch. 534+476 at Nelligere of NH-150A in the State of Karnataka on EPC mode	UIL – 97.75% KMCCL – 2.25%	253.55	24 Months
3 Widening of four NH-548B from Km 80.000 Near Murgundi to Km 140.200 Near Chikkodi excluding Length from Km 118.450 to Km 128.450 In the State of Karnataka on EPC Mode.	UIL – 51.00% KMCCL – 49.00%	332.14	24 Months
	Total	896.02

The LOA has been issued and agreements have been entered with National Highways Department. The Company has started the primary work and appointment Date is yet to be given the NH Department.

D. Project work "Construction of 4 Lane ROB at Kn.40+134 on NH-150 (Kalaburagi-Wadi-Yadgiri Section) including balance approach work from Km.39+560 to Km.40+065 and from Km.40+203 to Km.40+612 of NH-150 in Kalaburagi District of Karnataka State on EPC mode under NH(O) Annual Plan 2024-25

Udayshivakumar Infra Limited have won bidding of aforementioned tender for NH Project in the State of Karnataka and secured LOA for order of Rs.46.23 Crores including GST. The company has entered agreement with principle contactor The National Highways, Karnataka. The work is started.

E. Performance Based Maintenance Contract (PBMC) for the stretches from Km 22.50 to 71.00 of N.H - 69 Upponi - Talaguppa section in the State of Karnataka (Job No. NH-69-KNT-Belagavi-PBMC-2024-25-04)"

Udayshivakumar Infra Limited have won bidding of aforementioned tender for NH Project in the State of Karnataka and secured LOA for order of Rs.23.81 Crores including GST. The company has entered agreement with principle contactor The National Highways, Karnataka. The work is started.

DISCLOSURE PURSUANT TO SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

In the Company all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, color, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

At the Company every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of the Company. The Direct Touch (Whistle-Blower & Protection Policy).

Policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The Policy also includes misconduct with respect to discrimination or sexual harassment.

The Company also has in place Prevention of Sexual Harassment Policy. This Anti-Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. An Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment. There were no complaints before the ICC during the financial year 2025-26 as borne out by following table.

Particulars
1. Number of complaints of sexual harassment received in the year	NIL
2. Number of complaints disposed of during the year	NIL
3. Number of cases pending for more than 90 days	NIL

DISCLOSURE UNDER MATERNITY BENEFIT ACT,1961

The Company declare that they have complied with Maternity benefit Act, 1961

GENERAL

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

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

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

c. Details relating to employees stock option scheme.

d. Revision of financial statement or Boards report.

e. Buyback of shares.

f. The Company does not have scheme for provision of money for purchase of its own shares by employees or by trustee forth benefit of employees.

g. Purchase by Company of its own shares or giving of loans for such purchase.

h. There is no change in the nature of business of the Company.

i. There is no material change or commitment affecting the financial position of the Company, occurred between the end of the financial year and the date of this report.

j. The Company has not accepted deposits within the meaning of Section 73 or Section 76 of the Companies Act, 2013.

k. No remuneration was paid to Non-executive Directors.

l. No significant and material order is passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future. m. No fraud has been reported by the Auditors to the Audit Committee of the Board.

n. No case of child labour, forced labour, involuntary labour, sexual harassment and discriminatory employment was reported in the financial year 2025-26.

o. There was no subsidiary, associate or joint venture company of the company during the financial year under review.

p. Shares held in trust for the benefit of employees.

q. Issue of debentures/warrants.

r. Transfer to Investor Education and Protection Fund (IEPF).

s. Disclosure about the application made or any proceeding pending under the Insolvency and

Bankruptcy Code (IBC), 2016 during the year along with their status as at the end of the financial year.

t. Disclosure about the difference between the amounts of the valuation executed at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation to the wholehearted help and co-operation the Company has received from the business associates, partners, vendors, clients, government authorities, and bankers of the Company. The relations between the management and the staff were cordial during the period under review. The Company also wishes to put on record its appreciation for the work done by the staff. Your Directors appreciate and value the trust imposed upon them by the members of the Company.