Udayshivakumar Infra Ltd

Dear Members,

Your Directors are pleased to present the Sixth Annual Report of your Company together with the Audited Financial Statements for the financial year ended March 31, 2025.

The highlights of the standalone financial results are as under: (in Rs. Lakhs)

The Company earned total income of Rs. 28,912.73 lakhs for the year ended 31stMarch, 2025 as against Rs. 57,714.78 lakhs for the previous year. The EBITDA for the year under review stood at Rs. 908.17 lakhs as compared to Rs. 5,231.73 lakhs for the previous year, while the Net Loss stood at Rs. (720.68) lakhs as compared to Net Profit of Rs. 3,012.81 lakhs for the previous year.

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

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, 2025.

No amount is transferred to the general reserves account for the 06^th financial year ended 31^st March, 2025 due to loss in the company.

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.

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.

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.

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, 2025 based on the market capitalization, the Business Responsibility and Sustainability Report is therefore not given.

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

All contracts and arrangements with related parties that were entered in to during the financial year 2024-25 were on an arm's length basis and in the ordinary course of business. All related party transactions were placed before the Audit Committee for approval/omnibus approval as per the Company's 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 any contracts or arrangements or transactions which are at arm's length basis and in ordinary course of business 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.

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

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

But Pursuant to Section 61, 64, 13 and 14 of Companies Act,2013 On 30/08/2022 the Ordinary resolution passed by the shareholders and Authorized Capital increased from Rs. 36,50,00,000/- (Rupees Thirty Six Crores Fifty Lakhs Only), divided into 3,65,00,000 (Rupees Three Crores Sixty Five Lakhs Only)Equity Shares of Rs. 10/- (Rupees Ten Only) each, to 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 by altering Clause 5th of the Memorandum of Association relating to Authorized Share capital.

The Company came with Initial Public Offer (IPO) during the year ended 31^st March. 2023. The IPO opened on 20^th March 2023, and closed on 23^rd March 2023. For the purposes of this Issue, BSE Limited is the Designated Stock Exchange. BSE being the Designated Stock Exchange the basis of Allotment was finalised after complying with other related applicable laws and allotment was done on 29^th March 2023 , the equity shares were allotted as per list pursuant to the Issue and in compliance with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time, 1,88,57,142 Equity Shares, at an Issue price of 35/- per Equity Share including a share premium of 25/- per Equity Share under the Issue, to the respective applicants in various categories, comprising 18,85,713 Equity Shares are allotted to Qualified Institutional Bidders, 56,57,143 Equity Shares are allotted to Non-Institutional Bidders and 1,13,14,286 Equity

Shares are allotted to Retail Individual Bidders at an Issue Price of 35/- in terms of the basis of allotment approved in consultation with the authorized representative of BSE Limited (the "Designated Stock Exchange"),

Structure is as follows:

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.

In accordance with the provisions of the Companies Act, 2013 (the ‘Act') Ms. Manjushree Shivakumar, 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 subsection (2) of Section 164 of the Act and she is eligible for re-appointment as Directors of the Company.

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 Directors with effect from 21^st May, 2025. He hold office up to the date of this annual general meeting. The Company has received due notices in writing from the members, under section 160(1) of the Act, proposing his candidature for the office of Director of the Company.

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

On 29^th May 2024 Mr. Matada Shivalingaswamay (DIN: 10283087) due to resignation cessed to be independent directors of the Company.

On 04^th September 2024 Mr. Chandra Mohan Rajsekar (DIN: 09737065) due to resignation cessed to be independent directors of the Company.

On 05^th September 2024 Mr. Kencha Reddy Hanumantha Reddy (DIN: 09690994) due to resignation cessed to be independent directors of the Company.

On 05^th September 2024 Mrs. Amruta Ashok Tarala (DIN: 10707437) and Mr. Matada Shivalingaswamay (DIN: 10283087) were appointed as independent directors of the Company in board of directors meeting.

On 14^th November 2024 Mr. Udayshivakumar (DIN: 05326601) was re-appointed as Managing Director of the company in board of directors meeting.

On 19^th February 2025 Mrs. Ragini Kamal Chokshi (DIN: 06743306) due to resignation cessed to be independent directors of the Company.

On 20^th February 2025 Mr. Akshay Vijay Raichurkar (DIN: 10763512) was appointed as independent director and Mr. Kencha Hanumantha Reddy was appointed as Non Executive Non Independent director of the Company in board of directors meeting.

On 21^st May 2025 Mr. Gowdara Timmappa Govindappa (DIN: 10653812) was appointed as independent director of the Company in board of directors meeting.

On 21^st July 2025 Mrs. Bharti Ramchandani due to resignation ceased to be 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 Board's 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

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 Company's 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 31st March 2025". 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.

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:

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

(ii) 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.

(iii) 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.

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

(v) 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.

(vi) 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.

The Board of Directors appointed Roshan Raikar & Associates, Practicing Company Secretary (MembershipNo.10814 /CPNo.12146), to conduct Secretarial Audit for the financial year 2024-25.

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 Roshan Raikar & Associates, Practicing Company Secretary (MembershipNo.10814 /CPNo.12146), for the year ended March 31, 2025.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 the Secretarial Compliance Report do contain qualification, reservation and adverse remark , the board would like to submit that these are of nature of delay filings and non filings for which immediate steps will be taken and steps will be taken so that these delays and non filings are not repeated .

The Secretarial Audit Report and Secretarial Compliance Report for the financial year ended March 31, 2025 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 at https://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.

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 Director's 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, 2025 reviewed the performance of Non- Independent Directors, performance of Board as a whole and performance of the Chairman.

M/s. NBT & COMPANY (Firm RegistrationNo.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 3rd Annual General Meeting till the commencement of the 8th 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 8THAnnual General Meeting.

The Auditors Report to the shareholder for the year ended March31, 2025 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.

In the Board of Directors meeting held on 05^th September, 2024 M/s Mr. Shivakumar K (CGMPS0931C) were appointed to undertake internal audit of the Company for the financial year ending 31st March, 2025, 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 2024-25 does not contain any qualification remark.

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 05th September, 2024 appointed M/s. MURTHY & CO. LLP(FRN:000648) for conducting audit for financial year ended 31st March, 2025, further their appointment and ratification of remuneration was done in the Annual General Meeting held on 30th September,2024.

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 costrecordsforthefinancialyearending31st March 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 06THAnnual General Meeting of the Company, along with relevant details, including the proposed remuneration.

The Cost Auditors Report for the year ended March 31, 2025 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 Section148 of the Act.

The Audit Committee was reconstituted by the Board of Directors of the Company on 19^th December, 2022. The reconstituted Audit Committee comprised of three Independent Directors namely Mrs. Mangala Prabhu Chairman of the Committee and Mrs. Ragini Chokshi ,and Mr. Chandra Mohan Rajashekhar as Members and One Executive Director Ms. Manjushree Shivakumar as Member.

Mrs. Mangala Prabhu resigned on 21^st July, 2023 as director and thus ceased to be member of audit committee. Post resignation Mrs. Ragini Chokshi was appointed as the Chairman of the Committee. Mr. Kencha Hanumantha Reddy and Mr. Chandra Mohan Rajashekhar ceased to be members due to resignation as independent directors

32 : P a g e of the company with effect from 05^th September 2024 and 04^th September 2024. The Audit Committee was reconstituted by the Board of Directors of the Company on 05^th September, 2024 comprised of three Independent Directors namely Mrs. Ragini Chokshi Chairman of the Committee, Mrs. Amruta Ashok Tarale and Mr. Matada Shivalingaswamy as Members and One Executive Director Ms. Manjushree Shivakumar as Member

Mrs. Ragini Chokshi resigned on 19^th February 2025 as independent director and thus ceased to be Chairperson of audit committee. Post resignation Mrs. Amruta Ashok Tarale was appointed as the chairperson of the committee. Mr Akshay Vijay Raichurkar was appointed as member of the Audit Committee w.e.f. 20^th February 2025. The Audit Committee was reconstituted by the Board of Directors of the Company on 20^th February 2025 comprised of three Independent Directors namely Mrs. Amruta Ashok Tarale chairperson of the committee, Mr. Matada Shivalingaswamy and Mr. Akshay Vijay Raichurkar as Members and One Executive Director Ms. Manjushree Shivakumar 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 2024-25 are provided in the Corporate Governance Report.

The Nomination and Remuneration Committee comprised of three Independent Directors namely Mrs. Ragini Chokshi Chairman of the Committee and Mrs. Mangala Prabhu , Mr. Kencha Hanumantha Reddy and Ms. Amrutha Non Executive as Member.

Mrs. Mangala Prabhu resigned on 21^st July, 2023 as director and thus ceased to be member of Nomination and Remuneration committee. Mr. Kencha Hanumantha Reddy and Mr. Chandra Mohan Rajashekhar ceased to be members due to resignation as independent directors of the company with effect from 05^th September 2024. The Committee was reconstituted by the Board of Directors of the Company on 05^th September, 2024 comprised of three Independent Directors namely Mrs. Ragini Chokshi Chairman of the Committee, Mrs. Amruta Ashok Tarale and Mr. Matada Shivalingaswamy as Members and One Non Executive Director Mrs. Amruta as Member

Mrs. Ragini Chokshi resigned on 19^th February 2025 as independent director and thus ceased to be Chairperson of Nomination and Remuneration committee. Post resignation Mrs. Amruta Ashok Tarale was appointed as the chairperson of the committee. Mr Akshay Vijay Raichurkar was appointed as member of the Nomination and Remuneration Committee w.e.f. 20^th February 2025. The Committee was reconstituted by the Board of Directors of the Company on 20^th February 2025 comprised of three Independent Directors namely Mrs. Amruta Ashok Tarale chairperson of the committee, Mr. Matada Shivalingaswamy and Mr. Akshay Vijay Raichurkar as Members and One Non Executive Director Mrs. Amruta 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 Director's independence and policy relating to the remuneration of Directors, Key Managerial Personnel and other employees may be accessed on the Company's 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 2024-25 are provided in the Corporate Governance Report.

The Corporate Social Responsibility Committee was reconstituted by the Board of Directors of the Company on 14^th August, 2023 the reconstituted Committee consists of two Independent director Mr. Chandra Mohan Rajashekhar Chairman and Mr. K Hanumantha Reddy as Member and Managing Director Mr. Udayshivakumar as Member.

Mr. Sreenivas Devaggi Janardhanappa has resigned on 25-05-2023 as director and thus from Corporate Social Responsibility Committee.

Mr. Kencha Hanumantha Reddy and Mr. Chandra Mohan Rajashekhar ceased to be members due to resignation as independent directors of the company with effect from 05^th September 2024. The Committee was reconstituted by the Board of Directors of the Company on 05^th September, 2024 comprised of two Independent Directors namely Mr. Matada Shivalingaswamy Chairman , Mrs. Amruta Ashok Tarale and Managing Director Mr. Udayshivakumar as Member

The Annual Report on CSR pursuant to Rule 8 containing particulars specified in Annexure VII to the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached to this Report as Annexure VII. The number and dates of the meetings held during the financial year 2024-25 are provided in the Corporate Governance Report.

The stakeholders Relationship Committee was reconstituted by the Board of Directors on 14^th August, 2023. The reconstituted Committee comprises of three Independent director namely Mr. Kencha Hanumantha Reddy Chairman, Mrs. Ragini Chokshi and Mr. Chandra Mohan Rajashekhar as Members and Executive Director Ms. Manjushree Shivakumar as Member.

Mr. Sreenivas Devaggi Janardhanappa has resigned on 25-05-2023 as director and thus from stakeholders Relationship Committee.

Mr. Kencha Hanumantha Reddy and Mr. Chandra Mohan Rajashekhar ceased to be members due to resignation as independent directors of the company with effect from 05^th September 2024. The Committee was reconstituted by the Board of Directors of the Company on 05^th September, 2024 comprised of three Independent Directors namely Mrs. Amruta Ashok Tarale Chairman of the Committee, Mrs. Ragini Chokshi and Mr. Matada Shivalingaswamy as Members and One Executive Director Ms. Manjushree Shivakumar as Member

Mrs. Ragini Chokshi resigned on 19^th February 2025 as independent director and thus ceased to be members due to resignation as independent directors of the company. Post resignation Mr. Akshay Vijay Raichurkar was appointed as chairperson of the committee w.e.f. 20^th February 2025. The Committee was reconstituted by the Board of Directors of the Company on w.e.f. 20^th February 2025 comprised of three Independent Directors namely Mr. Akshay Vijay Raichurkar chairperson of the committee, Mrs. Amruta Ashok Tarale Mr. Matada Shivalingaswamy as Members and One Executive Director Ms. Manjushree Shivakumar 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 2024-25 are provided in the Corporate Governance 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. Risk Management Committee was constituted by the Board of directors on 17th September, 2022 consisting Executive Director Ms. Manjushree Shivakumar Chairman, Managing Director Mr. Udayshivakumar as member and Independent Director Mr. Chandra Mohan Rajashekhar as member.

Mr. Kencha Hanumantha Reddy and Mr. Chandra Mohan Rajashekhar ceased to be members due to resignation as independent directors of the company with effect from 05^th September 2024. The Committee was reconstituted by the Board of Directors of the Company on 05^th September, 2024 comprised of Executive Director Ms. Manjushree Shivakumar Chairman, Managing Director Mr. Udayshivakumar as member and Independent Director Mrs. Amruta Ashok Tarale and Mr. Matada Shivalingaswamy as Members

On 20^th February 2025 Mr. Akshay Vijay Raichurkar was appointed as chairperson of the committee. The Committee was reconstituted by the Board of Directors of the Company on 20^th February 2025 comprised of three Independent Directors namely Mr. Akshay Vijay Raichurkar chairperson of the committee, Mrs. Amruta Ashok Tarale and Mr. Matada Shivalingaswamy as Members, Managing Director Mr. Udayshivakumar 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 2024-25 are provided in the Corporate Governance Report forming part of this annual report.

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 Company's website https://www.uskinfra.com

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.

During the year, 6 (Six) 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.

Copy of the Annual Return for the year ended March 31, 2025 will be placed on the website of the Company at https://www.uskinfra.com pursuant to Section 92(3) of the Companies Act, 2013.

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.

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

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 2024-25 is available on the website of the Company at https://www.uskinfra.com

The Company's 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.

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 it is ordinary course of business after complying with provisions of Section 186 of the Companies Act, 2013 and rules made thereunder.

(A) Conservation of Energy:

(i) The steps taken or impact on conservation of energy: NIL

(ii) The steps taken by the company for utilizing alternate sources of energy: NIL (iii) The capital investment on energy conservation 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

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.

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

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.

Udayshivakumar Infra Limited has entered into Joint Operations 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 Operations has won bidding and secured the order of Rs.101.51 Crores excluding GST. The Joint Operations had entered agreement with principle contactor The Chief Engineer, KUWD & DB, Dharwad, Karnataka. The work has already started during FY 2024-25

The shareholding of the Joint Operations as follows:

1) Kevadiya Construction Private Limited 51 %

2) Udayshivakumar Infra Limited 49 %

B. Bidding won by Joint Operations 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 Operations with KMC Construction

Limited ("KMCCL") for bidding of National Highways Project works under EPC mode in the state of

Karnataka and all three Joint Operations have won the bidding for the following project works:

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.

C. Project work "Performance Based Maintenance contract (PBMC) for the stretches from Km.4.627 to 56.30 of NH-52 for the year 2023-24 pertaining to Vijayapura Division in the State of Karnataka -Reg.

Udayshivakumar Infra Limited have won bidding of aforementioned tender for NH Project in the State of Karnataka and secured LOA for order of Rs.29.53 Crores including GST. The company has entered agreement with principle contactor The National Highways, Karnataka. The work is started.

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 2024-25 as borne out by following table.

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

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 employee's stock option scheme. d. Revision of financial statement or Board's 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 nor sitting fees. l. No significant and material order is passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's 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 2022-23. 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.