Your Director’s are pleased to present the 45^th Annual Report of the Company together with the Audited Financial Statements for the year ended 31^st March, 2025

Share Capital:

During the year ended 31^st March 2025, there is no change in the issued, subscribed and paid-up share capital of the Company. The paid-up capital as on 31st March, 2025 stood at Rs. 704.08 lakhs divided into 3,52,04,000 equity shares of Rs.2/- each.

Bonus

During the year under review no bonus shares are issued by the company.

Dividend

The directors do not recommend any dividend for the financial year 2024-25.

Transfer to Reserves

The current year profit of Rs. 9,09,257/- has been transferred to Reserves & Surplus.

Listing of Shares

The shares of the company are listed on BSE Limited. The trading of the shares has been suspended since March 2020 as the company was not able to pay the listing fees.

Capital Expenditure on Assets

During financial year 2024-25 the company has not incurred any capital expenditure.

Particulars of Loans, Guarantee and Investment

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Standalone Financial Statements provided in this Annual Report.

Maintenance of Cost Records

Your company is not required to maintain cost records under sub- section (1) of section 148 of the Companies Act, 2013.

Management Discussion and Analysis

The Management Discussion and Analysis provides analysis of the operating performance of the company’s business as well as discussion on the business of the company, outlook, risk and opportunities. Statements in this Management Discussion & Analysis Report describing the Company’s objectives, projections, estimates and expectation may be “forward looking statements” within the meaning of applicable laws and regulations and actual results may differ.

(a) Overview of Indian Economy

The Indian economy was successful in maintaining its status as one of the world’s fastest-growing major economies by achieving a GDP growth rate of 6.5% in FY 2025. The growth was achieved amidst a disrupted global economic landscape and geopolitical tensions in Europe and the Middle East. One of the major factors that facilitated this growth was the targeted government initiatives aimed at stimulating economic activity through infrastructure development. India is projected to reach a GDP of Rs. 4,26,45,000 crore (US$ 5 trillion) by 2027. Rising employment and increasing private consumption, supported by rising consumer sentiment, will support GDP growth in the coming months.

(b) Industry structure and developments

India now boasts the world’s largest road network at over 6.62millionkm (as of December 2024), carrying more than 70 % of freight and 85% of passenger traffic. Road transportation has gradually increased over the years with improvement in connectivity between cities, towns and villages in the country. As of March 2025, the total length of National Highways in the country was 146,204 km. Union Minister of Road Transport & Highways Mr. Nitin Gadkari has unveiled over 200 projects totaling Rs 1.25 lakh crore (US$ 14.97 billion) earmarked for the next five years under the National Ropeways Development Programme known as "Parvatmala Pariyojana. National Highways Infra Trust (NHIT) has completed its fourth fund-raising round at an enterprise value of Rs. 18,380 crore (US$ 2.15 billion), marking the largest monetization in India’s roads sector; total value across all four rounds now exceeds Rs. 46,000 crore (US$ 5.38 billion). Under the Union Budget 2025-26, the government has allocated Rs. 2,87,333.3 crore (US$ 33.07 billion) to the Ministry of Road Transport and Highways, reflecting a modest increase of 2.41% compared to the FY25.

c) Industry Outlook

India’s firm resolve to increase its current US$3.7 Trillion economy to a US$30-35 Trillion economy by 2047, necessarily requires that our infrastructure sector, a key driver to propel the country economic growth, should be of world class. India’s infrastructure sector is rapidly growing and the key trends demonstrate positivity and optimism. The market for roads and highways in India is projected to exhibit a CAGR of 36.16% during 2016-2025, on account of growing Government initiatives to improve transportation infrastructure in the country. Viksit Bharat @2047 is a vision of the Government of India to make India a developed nation by 2047. In line with the objective, the MoRTH is set to embark on an ambitious plan to construct 50,000 Kms of highspeed (access-controlled) corridors by the year 2047.

The board feels that the initiatives and plans by the government for the infrastructure sector, will attract lot of capital investors for its development. Considering the growth of the company in infrastructure business and the available opportunities, the Board has decided to focus on infrastructure projects.

(c) Risks and Concerns

Attractive growth opportunities exist in the highway development sector, which has increased the number of players operating in the industry competing for projects. Infrastructure projects are typically capital intensive and require high levels of long-term debt financing. The company is exposed to competition, interest risk, currency fluctuations, credit risk and regulatory risks. These challenges restrain the sector from yielding full benefits of the potential growth.

(d) Opportunities and Threats

The Government of India has taken several reforms and initiatives and given a significant push for capital expenditures for key infrastructure sectors, especially highways. The total allocation for the highways sector has increased to '2.87 Lakh Cr from '2.78 Lakh Cr in the Union Budget for Financial Year 2025-26. (Out of the total '2.87 Lakh Cr, the National Highways Authority of India (NHAI) has been allocated around 1.70 Lakh Cr as part of MoRTH’s capital expenditure plan for 2025- 26, a 1.19% increase from 2024-25. Intense Competition, Stringent Regulatory Changes Economic Downturns, Shortage of skilled human resource are some of the major threats faced by infrastructure Industry.

(e) Operational, Segment wise and Financial Performance of Business

The Company could not get any new infrastructure project during the year and there was no operations in the company hence segment wise performance comparison is not possible. The Management is trying its best for procuring and developing this segment.

The company has registered a total income of Rs. 18.30 lakhs during the year. The profit before Interest Tax and Depreciation was Rs. 9.25 lakhs. The net profit for the year is Rs. 9.13 Lakhs

(f) Internal control systems

The Company has in place a well-established internal control procedure covering various areas such as procurement of raw materials for projects infrastructure planning, quality control, maintenance planning, marketing, cost management and debt servicing. Necessary checks and balances have been instituted for timely correction. But since the company is not in operation these procedures have not been followed during the year.

(g) Development in Human Resources / Industrial Relations

The Human Resource (HR) department is responsible for managing an organization’s workforce and ensuring alignment with its strategic goals. It oversees recruitment, onboarding, and training of employees, while also handling performance management, appraisals, and employee development initiatives. HR manages compensation, benefits, and statutory compliance, ensuring adherence to labour laws and organizational policies. Additionally, it fosters employee engagement, addresses grievances, and promotes a positive work culture. By combining administrative functions with strategic planning, the HR department plays a crucial role in optimizing talent, mitigating risks, and supporting overall organizational growth.

(h) Details of Significant Changes in Key Financial Ratios and Return on Networth

Since there were no business in the Company, above details have not been mentioned.

Change in the Nature of Business

During the period under review there was no change in the nature of business of the Company. Insurance

The movable assets of the company has been adequately insured.

Environmental Protection, Health and Safety (EHS)

EHS continues to receive the highest priority in all operational and functional areas at all locations of your Company. Systematic process safety analysis, audits, periodic safety inspections are carried out by expert agencies and suitable control measures adopted for ensuring safe operations at the site. Various processes as required for Pollution Control and Environmental Protection are strictly adhered to. But since there was no operation during the year, these processes have not been followed.

Material Changes Affecting Financial Position Between the End of Financial Year and Date of Board Report

There is no material change affecting the financial position between the end of financial year and date of board report.

Details of Subsidiaries, Associate Companies and Joint Venture

There were no subsidiary, associate company or a joint venture company.

Details of Companies That has Ceased to Be Subsidiary, Associate or Joint Ventures

There were no subsidiary, associate or a joint venture company.

Consolidated Financial Statements

As on 31.03.2025 there was no subsidiary or associate of the company, hence consolidated financial statements have not been prepared.

Your company’s Board of Directors comprises of the following Directors:

Directors

Mr. Naresh Saboo who is a Managing Director and CFO. Mrs. Madhu Saboo who is a Whole Time Director who retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

Ms. Reenal Jigar Kamdar was Independent Director of the Company and her tenure of appointment was ended on March 30, 2025.

Key Managerial Personnel

The Key Managerial personnel are Mr. Naresh Saboo, Managing Director & CFO and Mrs. Madhu Saboo as Whole Time Director. Both have not received any remuneration in FY 2024-25.

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 Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. 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. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

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. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Audit Committee

The Committee is mandated with the same terms of reference as specified in Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also confirms to the provisions of Section 177 of the Companies Act, 2013. The Managing Director, Internal Audit team and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee. The heads of various monitoring/ operating departments are invited to the meetings, as and when required to explain details about the operations.

Further, during this year all the recommendations of the Audit Committee have been accepted by the Board.

Reporting of Fraud by Auditors

During the year 2024-25, none of the Auditors has reported any instances of fraud committed against the Company by its officers or employees under section 143 (12) of the Companies Act, 2013.

Declaration of Independence from Independent Directors

Independent directors of the Company have submitted a declaration that they meet the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act. Further, there has been no change in the circumstances which may affect their status as Independent director during the year.

Policy of Directors Appointment and Remuneration

Company's policy 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 are covered under Nomination and Remuneration Policy.

The Company has not paid any remuneration attracting the information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Familiarisation Programme of the Independent Directors

Periodic presentations are made by Senior Management, Statutory at the Board/Committee meetings on business and performance updates of the Company, global business environment, business risks and its mitigation strategy, impact of regulatory changes on strategy etc. Updates on relevant statutory changes encompassing important laws are regularly intimated to the Independent directors.

Segment Reporting

Your Company is currently operating under a single segment.

Corporate Social Responsibility

Board of Directors of the Company has serious concern about Corporate Social Responsibility (CSR) and devised a CSR policy to carry out CSR initiatives in line with the requirements specified under the Companies Act, 2013. Since the Company had minimal average net profit, there is no CSR Obligation for the FY 2024-25.

Risk Management

Your Company has devised Risk Management Policy which involves identification of the business risks as well as the financial risks, its evaluation, monitoring, reporting and mitigation measures. The Audit Committee and Board of Directors of the Company periodically review the Risk Management Policy of the Company so that management controls the risk through properly defined network. The details of risk management mechanism and key risks faced by the Company are enumerated in the risk management policy.

Business Description and State of Company’s Affairs

During the year 2024-25 the company had no new contracts and as the account of the company was NPA the company did not have any business operation.

Investor Education and Protection Fund (IEPF)

During the year 2024-25 the company was not required to transfer any amount to Investor Education and Protection Fund (IEPF) as per the requirements of the IEPF Rules.

Disclosure Requirements

The Company has devised proper system to ensure compliance with the provisions of all Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Statutory Auditor

The statutory auditor of the company is M/s. R A Gupta & Associates who will be continuing as per the terms of their appointment.

Independent Auditors' Report:

Independent Auditor has pointed out that there were no major business transactions and no employees in the company affecting its going concern. The borrowing of the company had been classified as NPA and for which companies premises has been given as collateral security, the possession of that property has been taken by bank and the company has vacated that property and shifted to a new place.

Remark by Board of Directors:

For the observation regarding the going concern your directors wish to state that this situation is temporary in nature and in the near future business will be carried on effectively. Further the company is trying to procure new business and contracts.

The classification of the borrowing of the company as NPA, the management wish to state that we are hopeful of revival and will be cleared soon.

Secretarial Auditors

The Company had appointed M/s. Avinash Gandhewar & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2024-25.

Secretarial Standards

The Company has complied with applicable Secretarial Standard.

Secretarial Auditors' Report

Company appointed M/s. Avinash Gandhewar & Associates, Company Secretaries as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year 2024-25. The report of the Secretarial Audit for the financial year 2024-25 in FORM MR-3 is annexed to this report and forms part of this report. Annexure-2

Significant and Material Orders Passed by the Regulators

There is no significant or material order passed by any Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

Deposits

During the year the Company has not accepted/ renewed any deposit from public. The total deposits remained unpaid or unclaimed as at 31^st March, 2025 is Nil. There is no default in repayment of deposits or payment of interest thereon during the year.

Related Party Transactions

During the year there were no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large.

Director's Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Directors would like to state that:

a. In the preparation of annual accounts for the financial year ended 31st March 2025, the applicable accounting standards have been followed;

b. They had 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 and loss of the Company for the year under review;

c. They 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. They had prepared the annual accounts for the financial year ended 31st March 2025, on a going concern basis;

e. They had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively and

f. They had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Internal Financial Controls with Reference to the Financial Statements

Your Company has internal financial control systems commensurate with the nature of its business, size and complexity of its operations. Internal financial control systems include policies and procedures which are designed to ensure reliability of financial reporting, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Your Company has appointed a Sanjeev Shekhar & Co., Chartered Accountant as an Internal Auditor to monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries and to report the same on quarterly basis to Audit Committee.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, audit performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the relevant board committees, including the audit & management committee, the board is of the opinion that the Company’s internal financial controls were adequate during the financial year 2024-25.

Proceeding pending under the Insolvency and Bankruptcy code, 2016

No application has been made under the Insolvency and Bankruptcy code, 2016 against the company

Establishment of Vigil Mechanism

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. As there were no employees in the company, there were no complaints received during the year.

Prevention of Insider Trading

The Securities and Exchange Board of India (SEBI)vide notification dated January 15, 2015 had put in place a new framework for prohibition of Insider Trading insecurities and to strengthen the legal framework thereof. These regulations of the SEBI under the above notification had become effective from May 15, 2015. Whereas on 31^st December, 2018, the regulations were amended with Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 effective from 1^st April, 2019. Accordingly, the Board has formulated Code of Conduct and Fair Disclosure for Prevention of Insider Trading Policy in accordance with Regulation 8 & 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company.

Code of Conduct

The Directors, KMP’s and Senior Management of the Company have affirmed compliance with Code of Conduct applicable to them during the year ended March 31, 2025.

The Annual Report of the Company contains a certificate by the Chairman and Managing Director, on compliance declaration received from the Members of the Board, KMP’s and Senior Management as Annexure-5.

Legal, Governance and Brand Protection

Your Company continued to focus on the key areas and projects within the Legal, Compliance and Corporate Affairs functions however there was no projects in the company.

Enhancing Shareholders Value

Your Company believes that its Members are its most important stakeholders. Accordingly, your Company’s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. The board aims to restart the operation of the company soon.

Disclosure Under the Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has not received any sexual harassment complaint during the year 2024-25.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings

There was no scope for Conservation of Energy, Technology Absorption as the company was not having any operations & the Company has not had any foreign exchange earnings and outgo during the year. However, some disclosers are mentioned in Annexure-1.

Human Resources

The Company’s Human Resource philosophy is to establish, build and retain a strong performance and competency driven culture with greater sense of accountability and responsibility. The Company has been focused to create an environment that assists the employees to enhance their sense of pride in what they are doing thereby contributing to better productivity. The Company through its effective HR policies and systems has always encouraged its workers to innovate and apply new ideas to achieve quantum leaps in both size and scale of operations. The Company believes that its real strength lies in the commitment and quality of its people. Employees are provided opportunity to grow and prosper. Since there was no operation in the company there were no human resources employed during the year.

Particulars of Employees

The Company has no Employees due to sluggish market conditions coupled with other economic factors which has resulted in no operation.

Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year 2024-25 is uploaded on the website of the Company and the same is available on: www.diamantinfra.com

Corporate Governance

As per Regulation 15(2) of the SEBI (LODR) Regulations, 2015 compliance with Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in relation to corporate governance shall not apply to the listed entity having Paid Up Equity Share Capital not exceeding rupees Ten Crores and net worth not exceeding Rupees Twenty Five Crores, as on the last day of the previous financial year.

Therefore, compliance with aforementioned corporate governance regulations shall not apply to Diamant Infrastructure Limited as the Paid-up equity capital was below Rs. 10 Crores and net worth was below Rs. 25 Crores, as on the last day of the previous financial year i.e as on March 31, 2025.

The Report on Corporate Governance is Annex in Annexure-4.

Green Initiatives

To support the Green Initiative, Members who have not registered their e-mail address are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars etc. from the Company electronically.

Electronic copies of Annual Report 2024-25 and the Notice of 45^th Annual General Meeting shall be sent to all the members whose email addresses are registered with the company/depository participant.

Annexure to this Report

The following are the annexure to this report:

1. Conservation of energy, technology absorption, Research and development and foreign exchange earnings and outgo in Annexure -1.

2. Secretarial Audit Report (Form MR-3) in Annexure -2.

3. Particulars of Remuneration in Annexure -3.

4. Corporate Governance Report in Annexure -4.

5. Declaration under Schedule V regarding compliance with the Code of Conduct Annexure - 5 Cautionary Statement

Statements in the Directors' report and the management discussion and analysis describing the Company's objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results might differ materially from those either expressed or implied in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other related factors such as litigation and industrial relations.

Acknowledgements

Directors of your Company record their sincere appreciation of the dedication and commitment of everyone in achieving and sustaining excellence in all areas of the business. Your directors thank the Shareholders, Customers, Suppliers, Bankers and other stakeholders for their continued support during the year. Your Company's consistent growth has been made possible by the hard work, solidarity, cooperation and support of the management team. The directors of your company thank all Banks, Central/State Governments and other government agencies for their support, and look forward to their continued support in future.