SecProbe.io

January 15, 2025
Sunil Gupta
Chief Executive Officer
Nidar Infrastructure Limited
P4 23 Marina, Al Nassem Street
Dubai, United Arab Emirates
Re:Nidar Infrastructure Limited
Amendment No. 1 to Registration Statement on Form F-4
Filed December 30, 2024
File No. 333-283189
Dear Sunil Gupta:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 11, 2024
letter.
Amendment No. 1 to Registration Statement on Form F-4
Unaudited Prospective Financial Information of Nidar, page 188
1.Please revise the disclosure to explicitly state whether the presentation of prospective
financial information complies with the guidance established by IASB rather than
"with a view toward complying" with the guidance and if so, please provide full
prospective financial statements under IASB guidance.

January 15, 2025
Page 2
2.Please expand the disclosure to include all disclosures required pursuant to Item 10 of
Regulation S-K. Disclose the basis for each of management's assumptions and the
basis for your belief that each assumption is reasonable and fully supported. Disclose
the specific support for each assumption, such as whether market surveys, general
economic indicators, trends and patterns from your operating history, internal data and
analyses were used as support.
3.We note that you have a limited operating history regarding several of the revenue
types included in your prospective information. Please revise to delete the financial
information beyond 2025 or tell us and disclose the basis for your belief that your
limited operating history provides a reasonable bass for a forecast beyond one year.
4. Please disclose whether or not an outside review of management's projections was
performed to furnish additional support for having a reasonable basis for
the projections and if so, include a report of such a review including disclosure of the
qualifications of the reviewer, the extent of the review, the relationship between the
reviewer and the registrant, and other material factors concerning the process by
which any outside review was sought or obtained.
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361
if you have questions regarding comments on the financial statements and related
matters. Please contact Uwem Bassey at 202-551-3433 or Jeff Kauten at 202-551-3447 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Taylor Landry