Directors Report of Vision Infra Equipment Solutions Ltd.

Your Directors take immense pleasure in presenting the 3^rd Annual Report of the Company along with the audited Financial Statements
for the Financial Year ended on 31 March 2026.

1. FINANCIAL HIGHLIGHTS

2. STATE OF COMPANY''S AFFAIRS AND COMPANY
PERFORMANCE

During the period, turnover of your Company in value
terms is ^60,700.20 Lakhs, as compared to ^44,326.79
Lakhs in the previous period, registering a year-on-year
revenue growth of 36.94%. The Company made a after tax
profit (PAT) of ?6,601.42 Lakhs for the year ended 31
March 2026, as compared to ?3,405.73 Lakhs in the
previous period. The higher profit is due to an increase
in overall operational revenue, efficiency and a change in
Depreciation policy from the Written Down Value Method
to the Straight Line Method of the Company.

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

No material changes have occurred which have affected
the financial position of the Company between the ends of
the Financial Year to which the financial statements relate
and the date of report.

4. CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in
the business of the Company.

5. DIVIDEND

To conserve resources, the Directors do not recommend
any Dividend for the year ended 31 March 2026.

Your Company has not transferred the profits for the
year ended 31 March 2026 to Reserves and Surplus.
The Dividend Distribution Policy of the Company is
available on the website of the Company at https://www.
visioninfraindia.com/investor-relations/.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF)

The Company does not have any funds lying unpaid or
unclaimed for a period of seven years. Therefore, there
were no funds required to be transferred to the Investor
Education and Protection Fund (IEPF).

7. THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO
CARRY TO ANY RESERVES

Pursuant to the provisions of Section 134(3)(j) of the
Companies Act, 2013, the Company has not proposed to
transfer any amount to the General Reserve Account of the
Company during the year ended on 31 March 2026.

8. THE NAMES OF COMPANIES WHICH HAVE BECOME OR
CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES
OR ASSOCIATE COMPANIES DURING THE YEAR

During the period under review, the Board of Directors of
the Company, at its meeting held on 26 September 2025,
approved the disinvestment of the Company’s entire
investment in M/s Equipment Hub, a partnership firm
controlled by the Company and its Promoter Directors.
Consequently, M/s Equipment Hub ceased to be a
subsidiary of the Company with effect from 26 September
2025.

The Company has divested its interest in M/s Equipment
Hub with effect from 26 September 2025 and no longer
exercises control over the said entity. Accordingly, in terms
of Accounting Standard (AS) 21 relating to Consolidated
Financial Statements, M/s Equipment Hub is not considered
a subsidiary of the Company from the date of disinvestment
and is therefore not required to be consolidated in the
Company’s Financial Statements thereafter.

Except for the above, no company became or ceased to
be a subsidiary, joint venture or associate company of the
Company during the period under review.

9. REPORT ON PERFORMANCE AND FINANCIAL
POSITION OF SUBSIDIARIES, JOINT VENTURES (JV),
ASSOCIATE COMPANIES (AC)

During the period under review, the Company divested
its entire interest in M/s Equipment Hub with effect from
26 September 2025 and consequently ceased to exercise
control over the said entity. Accordingly, M/s Equipment
Hub ceased to be a subsidiary of the Company from
that date and is not required to be consolidated in the
Company’s financial statements thereafter in accordance
with the applicable accounting standards.

As on 31 March 2026, the Company does not have
any subsidiary, joint venture or associate company.
Accordingly, pursuant to Section 129(3) of the Companies
Act, 2013, the requirement of attaching a statement
containing the salient features of the financial statements
of subsidiaries, associates and joint ventures in Form AOC-1
is not applicable.

10. CHANGES IN SHARE CAPITAL, IF ANY

A. Authorised Share Capital: The Authorised Share
Capital of the Company is ^35,00,00,000/- (Rupees
Thirty-Five Crores) comprising 3,50,00,000 (Three
Crores Fifty Lakhs) Equity Shares of ?10/- each
(Rupees Ten Only).

B. Issued, Subscribed and Paid-up Share Capital: As on
31 March 2026, the issued, subscribed and paid-up
share capital of the Company was ^24,64,24,000/-
(Rupees Twenty-Four Crores Sixty Four Lakhs Twenty
Four Thousand Only) consisting of 2,46,42,400 (Two
Crores Forty-Six Lakhs Forty-Two Thousand Four
Hundred) Equity Shares of ?10/- each.

C. Changes in Share Capital:

During the period under review, the Authorised
Share Capital of the Company increased from
^25,00,00,000/- (Rupees Twenty-Five Crores)
comprising 2,50,00,000 (Two Crores Fifty Lakhs)
Equity Shares of ?10/- each (Rupees Ten Only)
to ^35,00,00,000/- (Rupees Thirty-Five Crores)
comprising 3,50,00,000 (Three Crores Fifty Lakhs)
Equity Shares of ?10/- each (Rupees Ten Only).

During the period under review, the Company has
allotted 53,63,336 number of Convertible Warrants
on a preferential basis at an issue price of ?250
(Rupees Two Hundred Fifty Only) per Warrant, in
accordance with the Terms of Issue as approved by
the Members at their Extra Ordinary General Meeting
held on 10 December 2025. The said Warrants have
been issued upon receipt of 25% of the aggregate
issue amount, aggregating to ^33,52,08,500 (Rupees
Thirty-Three Crores Fifty-Two Lakhs Eight Thousand
Five Hundred Only), received towards warrant
application/subscription money.

The aforesaid Warrants are exercisable within a
period of 18 (Eighteen) months from the date of
allotment, i.e., on or before 15 July 2027.

• Bonus shares: No Bonus Shares were issued
during the year under review.

• Buy back of securities: The Company has not

bought back any of its securities during the year
under review.

• Disclosure under Section 54(1)(d) of the

Companies Act, 2013: The Company has not

issued any Sweat Equity Shares during the year
under review and hence no information as per
provisions of Section 54(1)(d) of the Act read with
Rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

• Disclosure under Section 43(a)(ii) of the

Companies Act, 2013: The Company has not

issued any shares with Differential Rights and
hence no information as per provisions of Section
43(a)(ii) of the Act read with Rule 4(4) of the
Companies (Share Capital and Debenture) Rules,
2014 is furnished.

• Disclosure under Section 62(1)(b) of the Companies
Act, 2013: Employees stock option plan: The
Company has not issued any Equity shares under
Employee Stock Option Scheme during the year
under review and hence no information as per
provisions of Section 62(1)(b) of the Act read with
Rule 12(9) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

• Disclosure under Section 67(3) of the Companies
Act, 2013: During the year under review, there
were no instances of non-exercise of voting
rights in respect of shares purchased directly by
employees under a scheme pursuant to Section
67(3) of the Act read with Rule 16(4) of Companies
(Share Capital and Debentures) Rules, 2014 is
furnished.

11. DEPOSITORY SYSTEM AND REGISTRAR AND
TRANSFER AGENT

The entire paid-up Equity Shares, i.e. 2,46,42,400 Equity
Shares of the Company and 53,63,336 Convertible
Warrants are in dematerialised form as on 31 March 2026,
and the Company has appointed MUFG Intime India
Private Limited as the Registrar and Transfer Agent of the
Company.

12. UTILISATION OF FUNDS RAISED THROUGH
PREFERENTIAL ISSUANCE OF SECURITIES

During the period under review, the Company has allotted
53,63,336 convertible warrants on a preferential basis at
an issue price of ?250 (Rupees Two Hundred and Fifty
Only) per warrant, in accordance with the terms of issue as
approved by the members at their Extraordinary General
Meeting held on 10 December 2025. The said warrants
have been issued upon receipt of 25% of the aggregate
issue amount, aggregating to ^33,52,08,500 (Rupees
Thirty-Three Crores Fifty-Two Lakhs Eight Thousand and
Five Hundred Only), received towards warrant subscription
money. The aforesaid warrants are exercisable within a
period of 18 (Eighteen) months from the date of allotment,

i.e., on or before 15 July 2027. Utilisation of Subscription
Amount for the period ended 31 March 2026:

13. THE WEB ADDRESS, WHERE ANNUAL RETURN REFERRED TO IN SUB-SECTION (3) OF SECTION 92 WILL BE PLACED

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return for the Financial Year
ended 31 March 2026 made under the provisions of Section 92(3) of the Act, shall be placed on the web link - https://www.
visioninfraindia.com/investor-relations/.

14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Composition of the Board of Directors:

The Board of the Company comprises an optimum combination of Executive Directors, Non-Executive and Independent
Directors. As on the date of this report, the composition of the Board of Directors and KMPs is as under:

(ii) Retirement by Rotation and Re-appointment:

Mr Sameer Sanjay Gandhi (DIN: 09857166), Whole¬
time Director of the Company, whose period of
office is liable to Retirement by Rotation under
Section 152 of the Companies Act, will retire at the
ensuing Annual General Meeting. He is eligible for re¬
appointment, has offered himself for the same, and
the Shareholders are requested to consider his re¬
appointment on the Board.

(iii) Change in Composition:

During the year, the following changes were made in
the Board of Directors of the Company.

During the year, the tenure of Mr Akash Manohar
Phatak and Ms Anjali Sapkal, Non-Executive
Independent Directors ended on 05 February 2025,
as per the recommendation of the Nomination and
Remuneration committee of the Board of Directors
of the Company by passing Board Resolution in the
meeting held on 03 May 2025 has re-appointed both

Mr Akash Manohar Phatak and Ms Anjali Sapkal as
additional Non-Executive Independent Directors till
the conclusion of 2^nd Annual General meeting.

Further, Mr Rahul Ramkrishna Modak was appointed
as Additional Non-Executive and Independent
Director of the Company w.e.f. 28 July 2025 till the
conclusion of the 2^nd Annual General Meeting. Mr
Akash Manohar Phatak resigned from the post of
Non-Executive and Independent Director of the
Company w.e.f. 11 August 2025.

The shareholders of the Company, at the Annual
General Meeting held on 11 September 2025,
approved the appointment of Ms Anjali Sapkal as
Independent Director (non-executive) and a Woman
Director of the Company for a term of 4 (four) years.
And Mr Rahul Ramkrishna Modak as an Independent
Director (Non-Executive) of the Company for a term
of 5 (five) years.

15. DECLARATION BY INDEPENDENT DIRECTORS

The Company, being a listed entity on the SME platform
of National Stock Exchange (NSE) since 13 September
2024, has appointed the required number of Independent
Directors on the Board.

Accordingly, as per the provisions of Section 149(6)
and (7) of the Companies Act, 2013, along with all the
applicable provisions, rules and regulations thereunder,
the Company has received the due declarations from the
Independent Directors of the Company and the same has
been presented and approved by the Board in the Board
Meeting held on 11 May 2026.

The Independent Directors meet the criteria of
independence as specified in Section 149 of the Act
and Regulation 16(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Board is of the opinion that the Independent Directors
are persons of high integrity and possess the requisite
expertise and experience.

16. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in
Form MBP-1 under Section 184(1) as well as intimation of
non-disqualification in Form DIR-8 under Section 164(2),
and the same has been presented and approved by the
Board in its first Board Meeting.

17. NUMBER OF BOARD MEETINGS HELD DURING THE
YEAR 2025-26

The Board of Directors meets at regular intervals to discuss
and decide on Company business, policies and strategy.

During the Financial Year 2025-26, the Board met 8 (Eight)
times, wherein a quorum was present at the meeting,
and the notice of the Board meeting was given to all the
Directors. Also, the intervening gap between two meetings
was within the period prescribed by the Companies Act,
2013.

The details of Board meetings and the attendance of the
Directors are as below:

P - Present, A - Absent, NA - Not Applicable

During the year under review, the Independent Directors’
Meeting was held on 14 August 2025 to review the
performance of Non-Independent Directors and the
overall performance of the Board of the Company. All the
Independent Directors were present at the Independent
Directors’ Meeting.

18. COMMITTEES OF THE BOARD OF DIRECTORS OF THE
COMPANY

As on 31 March 2026, the Board had four (4) committees,
i.e. Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee and
Corporate Social Responsibility Committee.

The constitution of these committees is given below:

i. Audit Committee:

Pursuant to the provisions of Section 177 of
the Companies Act, 2013 read with Rule 6 of
the Companies (Meetings of the Board and its
Powers) Rules, 2014 and Regulation 18 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has constituted an Audit
Committee (“Audit Committee”).

During the year under review, the composition of the
Audit Committee was reconstituted by appointing
Mr Rahul Ramkrishna Modak in place of Mr Akash
Manohar Phatak with effect from 28 July 2025.

The Audit Committee met 4 (Four) times during the
Financial Year ended 31 March 2026, wherein due
quorum was present at the meeting, and the Notice
of Meeting was given to all the Members.

The composition of the Audit Committee and Meetings conducted during the period are as follows:

P - Present, A - Absent, NA - Not Applicable

AIL the recommendations made by the Audit Committee in the Financial Year 2025-26 were considered and approved by
the Board.

The policy is disclosed on the website of the Company under the link https://www.visioninfraindia.com/investor-relations/

ii. Nomination and Remuneration Committee:

Pursuant to the provisions of Section 178, Schedule V and all other applicable provisions of the Companies Act, 2013 read
with Rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 and Regulation 19 of the SEBI Listing Regulations,
the Board has constituted Nomination and Remuneration Committee (“NRC”).

During the year under review, the composition of the Nomination and Remuneration Committee was reconstituted by
appointing Mr Rahul Ramkrishna Modak in place of Mr Akash Manohar Phatak with effect from 28 July 2025.

The Nomination and Remuneration Committee met 2 times during the Financial Year ended 31 March 2026, wherein due
quorum was present at the meeting, and the notice of meeting was given to all the Members. The committee reviewed the
performance and compensation of the Directors and Key Managerial Personnel and recommended a few suggestions. The
same was reviewed and accepted by the Board of Directors.

The composition of the Nomination and Remuneration Committee and meetings conducted during the period:

P - Present, A - Absent, NA - Not Applicable

The Company has formulated a Remuneration Policy which is available on the website of the Company at the Link https://
www.visioninfraindia.com/investor-reLations/

iii. Stakeholders Relationship Committee

Pursuant to the provisions of Section 178(5) and aLL other applicable provisions of the Companies Act, 2013 read with the
Rules framed thereunder and Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) ReguLations, 2015, the Board has constituted the StakehoLders ReLationship Committee.

During the year under review, the composition of the Stakeholders Relationship Committee was reconstituted by appointing
Mr RahuL Ramkrishna Modak in place of Mr Akash Manohar Phatak with effect from 28 July 2025.

The Stakeholders Relationship Committee met 1 time during the Financial Year ended 31 March 2026, wherein due quorum,
was present for the meeting and the notice of the meeting was given to aLL the Members.

Composition of StakehoLders ReLationship Committee and Meetings conducted during the period:

P - Present, A - Absent, NA - Not AppLicabLe

iv. Corporate Social Responsibility Committee

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Board has constituted the Corporate Social Responsibility Committee.

During the year under review, the composition of the Corporate Social Responsibility Committee was reconstituted by
appointing Mr Rahul Ramkrishna Modak in place of Mr Akash Manohar Phatak with effect from 28 July 2025.

The Corporate Social Responsibility Committee met 2 (Two) times during the Financial Year ended 31 March 2026, wherein
due quorum, was present for the meeting and the notice of the meeting was given to all the Members.

Composition of Corporate Social Responsibility Committee and Meetings conducted during the period:

P - Present, A - Absent, NA - Not Applicable

The Company has formulated a Corporate Social
Responsibility Policy which is available on the website of
the Company at the link https://www.visioninfraindia.com/
investor-relations/

19. ANNUAL PERFORMANCE EVALUATION OF THE BOARD
OF DIRECTORS, COMMITTEES AND INDIVIDUAL
DIRECTOR

The Board of Directors carried out an annual evaluation of
the Board itself, its committees and individual Directors.
The Board also conducts performance evaluation of each
Independent Director, excluding the Independent Director
being evaluated.

The evaluation is done after taking into consideration
inputs received from the Directors, setting out parameters
of evaluation. Evaluation parameters of the Board
and Committees were mainly based on Disclosure of
Information, Key functions of the Board and Committees,
Responsibilities of the Board and Committees, etc.
Evaluation parameters of Individual Directors, including
the Chairman of the Board and Independent Directors,
were based on knowledge to perform the role, Time and
level of participation, performance of duties and level of
oversight and professional conduct, etc.

Independent Directors in their separate meeting evaluated
the performance of Non-Independent Directors, Chairman
of the Board and the Board as a whole.

20. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT
AND REMUNERATION

As per the provisions of Section 178 of the Companies
Act, 2013 and applicable rules and regulations thereunder,
the Nomination and Remuneration Committee has been
constituted by the Board, details of which along with the
roles and responsibilities of respective members have
been placed on the website of the Company viz. https://
www.visioninfraindia.com/investor-relations/

21. CODE OF CONDUCT

According to Regulation 17 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Code of Conduct of the Company has been approved and
adopted by the Board of Directors of the Company. All
Board members and senior management personnel have
affirmed compliance with the Code.

22. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of

the Companies Act, 2013, with respect to the Directors’

Responsibility Statement, the Board of Directors of the

Company hereby states that:

a) In the preparation of the Annual Accounts, the
applicable Accounting Standards have been followed
along with proper explanation relating to the material
departures;

b) the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as at 31 March 2026 and of the profit of the
Company for the year ended on that date;

c) The Directors have taken proper and sufficient care
for the 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.

d) The Directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
operating effectively.

e) The Directors have prepared the annual accounts on
a ‘Going Concern Basis’.

f) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

23. AUDITORS

(i) Statutory Auditor:

The Company’s Auditor M/s A D V and Associates,
Chartered Accountants, Mumbai, (FRN: 128045W)

has been appointed as Statutory Auditor of the
Company in the 1^st Annual General Meeting held on
30 July 2024 with the approval of members for five
years to hold office from the conclusion of 1^st Annual
General Meeting until the conclusion of Annual
General Meeting to be held for the Financial Year to
be ended on 31 March 2029.

(ii) Cost Auditor:

The Company is not required to appoint a cost auditor
as per the provisions of Section 148 of the Companies
Act, 2013

(iii) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (as amended or
re-enacted from time to time), the Company had
appointed M/s KANJ and Co. LLP, Peer Reviewed
Firm of Company Secretaries in practice, to act as
Secretarial Auditor of the Company for a term of 5
(five) years.

The Secretarial Audit Report for the Financial Year

2025- 26, prepared in the prescribed Form No. MR-3
pursuant to Section 204 of the Act, is annexed as
“Annexure - I” and forms an integral part of this
Report.

The Secretarial Audit Report does not contain any
qualification, reservation or adverse remarks and the
comments given by the Secretarial Auditors in their
report are self-explanatory and hence, do not call for
any further explanations or comments under Section
204(3) of the Act.

M/s KANJ and Co. LLP has tendered its resignation on
26 August 2026 w.e.f. 31 August 2026.

Accordingly, the Board of Directors, at its meeting
held on 26 August 2026, has recommended the
appointment of M/s Nikunj Kanabar and Associates,
Company Secretaries in Practice (COP No. F12357/
Peer Review No. 8017/2026), as the Secretarial
Auditor of the Company for a term of 5 (Five) years
subject to the approval of the members in the ensuing
3^rd Annual General Meeting.

(iv) Internal Auditor:

Pursuant to Section 138 of the Companies Act,
2013 read with Rule 13 of the Companies (Accounts)
Rules, 2014, and other applicable provisions, if any,
of the Companies Act 2013 the Board of Directors
has appointed CA Pratik Nandkumar Bhalgat
(Membership No.: 186093), as the Internal Auditor of
the Company for Financial Year 2026-27 at the Board
Meeting held on 11 May 2026.

CA Pratik Nandkumar Bhalgat (Membership No.:
186093) has given his consent to act as Internal
Auditor for a term of 1 (one) year for the Financial Year

2026- 27.

24. AUDITOR''S QUALIFICATION, REMARKS OR
OBSERVATIONS

(a) By the Statutory Auditor:

The Statutory Auditors have not given any
qualification, reservation, adverse remark or
disclaimer in their report for the Financial Year ended
on 31 March 2026.

The observations made by the Statutory Auditors
are self-explanatory and have been dealt with. An
Independent Auditor’s Report forms part of this
Annual Report.

(b) By the Secretarial Auditor:

The Auditors have not given any qualification,
reservation, adverse remark or disclaimer in their
Secretarial Audit Report for the Financial Year ended
on 31 March 2026.

The Secretarial Audit Report forms part of this Annual
Report.

25. REPORTING OF FRAUD BY STATUTORY AUDITORS

There were no suspected frauds in the Company; hence
no reporting was made by the Statutory Auditors of
the Company under Sub-Section (12) of Section 143 of
Companies Act, 2013.

26. INTERNAL AUDIT AND CONTROLS

Pursuant to provisions of Section 138 read with Rules made
thereunder, the Board had appointed CA Pratik Nandkumar
Bhalgat (Membership No.: 186093) as the Internal Auditor
of the Company for Financial Year 2025-26 to check the
internal controls and functioning of the activities and
recommend improvements.

The Internal Financial Controls with reference to financial
statements as designed and implemented by the Company
are adequate. The Internal Audit is carried out for Financial
Year 2025-26; the report of which was placed in the
Audit Committee Meeting and the Board Meeting for its
consideration and direction.

During the year under review, no material or serious
observation has been received from the Internal Auditors
of the Company.

27. THE DETAILS IN RESPECT OF ADEQUACY OF
INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENTS

The Company has maintained adequate internal controls
commensurate with its size and nature of operations.
There are suitable monitoring procedures in place to
provide reasonable assurance for the accuracy and timely
reporting of the financial information and compliance with
the statutory requirements.

28. A DISCLOSURE FOR MAINTENANCE OF COST RECORD
AS SPECIFIED UNDER SUB-SECTION 148 OF THE
COMPANIES ACT 2013

The provisions for maintenance of cost accounts and cost
records as specified by the Central Government under
sub-section (1) of Section 148 of the Companies Act, 2013
are not applicable to the Company.

29. THE DETAILS RELATING TO DEPOSITS, COVERED
UNDER CHAPTER V OF THE ACT

The Company has not accepted any deposits from the
public during the year; hence Chapter V is Not Applicable
to the Company.

30. LOAN FROM DIRECTORS

During the year under review, from time to time, the Company has accepted unsecured loans from Directors of the Company for
business purposes. The details of the loan are as below:

31. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments, as on 31 March 2026, as stipulated under Section 186 of the Companies Act read
with the Companies (Meetings of Board and its Powers) Rules, 2014, are as follows:

During the period under review, the Board of Directors
of the Company, at its meeting held on 26 September
2025, approved the disinvestment of the Company’s entire
investment in M/s Equipment Hub, a partnership firm
controlled by the Company and its Promoter Directors.
Consequently, M/s Equipment Hub ceased to be a subsidiary
of the Company with effect from 26 September 2025.

32. PARTICULARS OF RELATED PARTY TRANSACTIONS

During the Financial Year under review, all Transactions/
Contracts/Arrangements entered by the Company with
Related Party(ies) as provided under the provisions of
Section 2(76) of the Companies Act, 2013, were in ordinary
course of business and on an arm’s length basis.

The Company has obtained the omnibus resolution of the
Audit Committee for all related party transactions as well
as approval of shareholders in the Annual General Meeting
held on 11 September 2025.

Pursuant to the SEBI Listing Regulations, the resolutions
seeking approval of the Members on material related party
transactions form part of the Notice of the ensuing AGM.

The copy of Form AOC-2 forms part of the Annual Report,
and it is annexed as Annexure - II.

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

Information required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, is given herein below:

A) Conservation of energy:

(i) Steps taken or impact on conservation of
energy:

The Company is always conscious of the
conservation of energy at its office premises and

other workplaces. It uses latest technology and
energy-saving equipment to optimise resources.

• Replacement of all lights with CFL/LED lights
at office and site locations of the Company

• Creating awareness among employees
about scarcity, importance and conservation
of energy

• Saving electricity by using motion sensors in
corporate office

• Use of Fuel-efficient Equipment and
Machinery

(ii) Steps taken by the Company for utilising
alternate sources of energy:

The Company is striving to achieve sustainable
development goals and government’s agenda of
adopting clean and green energy.

(iii) Capital investment on energy conservation
equipment:

No major capital investment.

B) Technology absorption:

a) The efforts made towards technology
absorption:

The Company is in the construction equipment
rental business. The Company always
endeavours to opt for the latest equipment/
machinery which are technologically advanced
and superior.

b) The benefits derived from technology
absorption include more output in less time,
cost reduction, better quality results or import
substitution.

c) In case of imported technology (imported
during the last three years reckoned from the
beginning of the Financial Year): Not Applicable.

i. the details of technology imported: Not
Applicable

ii. the year of import: Not Applicable

iii. whether the technology has been fully
absorbed: Not Applicable

iv. If not fully absorbed, areas where
absorption has not taken place, and the
reasons thereof: Not Applicable

d) The expenditure incurred on Research and
Development: Not Applicable, there being none

C) Foreign Exchange Earnings and Outgo:

a) Foreign Exchange Earnings during the year:
^30,421.03 Lakhs, comprising

i) Export of goods : ^30,421.03 Lakhs

ii) Export of services : ?148.91 Lakhs

b) Foreign Outgo during the year: ?46.02 Lakhs

34. REMUNERATION/COMMISSION DRAWN FROM
HOLDING/SUBSIDIARY COMPANY

There were no such instances during the relevant Financial
Year requiring disclosure under Section 197(14) of the
Companies Act, 2013.

35. PARTICULARS OF EMPLOYEES AND REMUNERATION

The disclosure in accordance with the provisions of Section
197 of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure - III.

36. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board believes in the conduct of the affairs of its
constituents in a fair and transparent manner by adopting
the highest standards of professionalism, honesty,
integrity and ethical behaviour. Therefore, the Company
has adopted a Code of Conduct for Directors and Senior
Management Personnel (“the Code”), which lays down the
principles and standards that should govern the actions of
the Directors and Senior Management Personnel.

Also, pursuant to the provisions of Section 177(9) and (10)
of the Companies Act, 2013, details of which, along with
the procedure to be followed by the employees to report
genuine concerns, are given under “Whistle-blower or Vigil
Mechanism Policy” which is disclosed on the website of the
Company under the link https://www.visioninfraindia.com/
investor-relations/ as “Whistle Blower Vigil Mechanism
Policy”.

37. RISK MANAGEMENT POLICY

The Company has been on a continuous basis reviewing
and streamlining its various operational and business risks
involved in its business as part of its Risk Management
Policy. The policy of the Company on Risk Management
is in place and published on the website of the Company
at the link https://www.visioninfraindia.com/investor-
relations/ as “Risk Management Policy”

38. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013,
the provisions of Corporate Social Responsibility (CSR)
are applicable to the Company. Annual report on CSR is
annexed herewith as Annexure - IV.

The CSR policy, indicating the activities to be undertaken
by the Company, formulated by the Corporate Social
Responsibility Committee and approved by the Board,
can be accessed on the Company’s website: https://www.
visioninfraindia.com/investor-relations/

39. POLICY FOR PRESERVATION OF DOCUMENTS

In accordance with Regulation 9 of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Policy for
preservation of documents (The Policy) has been framed
and adopted by the Board of Directors of the Company
in their Board Meeting to aid the employees in handling
the documents efficiently. This Policy not only covers the
various aspects of preservation of the documents, but also
the safe disposal/destruction of the documents.

The policy is disclosed on the website of the Company
under the link https://www.visioninfraindia.com/investor-
relations/

40. POLICIES AND DISCLOSURE REQUIREMENTS

In terms of provisions of the Companies Act, 2013, the
Company has adopted various policies which are available
on its website under link https://www.visioninfraindia.
com/investor-relations/.

41. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for
the period under review, in terms of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (the “Listing
Regulations”) and SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018 (the
“Amended Listing Regulations”), is presented in a separate
Section forming part of the Annual Report.

42. PREVENTION OF INSIDER TRADING

As required under the provisions of SEBI (PIT) Regulations,
2015, the Board of Directors has adopted a code of
conduct for prevention of insider trading. The Code
of Conduct is applicable to all the Directors and such
identified employees of the Company as well as those
who are expected to have access to unpublished price
sensitive information related to the Company. The Code
lays down guidelines, which advise them on procedures to
be followed and disclosures to be made, while dealing with
shares of Vision Infra Equipment Solutions Limited and
cautions them on consequences of violations. The Code
is modified from time to time considering the amendments.

All the adopted codes of conduct and details of
procedures to be followed are disclosed on the website of
the Company under link https://www.visioninfraindia.com/
investor-relations/

43. HUMAN RESOURCES

The Company considers its human workforce as a
valuable resource and ensures their strategic alignment
with the business priorities and objectives. The board
has laid down procedures that emphasise the need of
attaining organisational goals through individual growth
and development.

The management has also been providing necessary
training in regard to the assignments in hand and is ensuring
personal development across its workforce, employees,
and staff, which enables them for higher engagement and
exposure to new opportunities through skill development.

44. CORPORATE GOVERNANCE: -

The Company being listed on the SME Platform of National
Stock Exchange is exempted from provisions of Corporate
Governance as per Regulation 15 of the SEBI (LODR)
Regulations, 2015.

Hence, the Company is not required to disclose information
as covered under Para (C), (D) and (E) of Schedule V of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Corporate Governance Report is
not required to be annexed with the Annual Report.

However, the Board of Directors and the management of
the Company take all necessary steps to ensure that a
good corporate governance structure is maintained and
followed by the Company. The Board is moving ahead with
an aim of maintaining a sustainable corporate environment
which will keep a check and balance on the governance of
the Company.

45. THE DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY''S OPERATIONS IN FUTURE

No significant and material orders have been passed by
the Regulators, Courts or Tribunals impacting the going
concern status and the Company’s operations in future.

46. 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 and Redressal) Act, 2013, and an Internal
Complaints Committee has been set up to redress
complaints received regarding Sexual Harassment at
workplace, with a mechanism for lodging and redressing
the complaints. All employees (permanent, contractual,
temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the
requirements of Section 22 of the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013, read with Rules thereunder,
the Company has not received any complaint of sexual
harassment, and/or no complaint(s)/case(s) is pending
with the Company during the year under review.

a. Number of complaints of sexual harassment received
in the year - NIL

b. Number of complaints disposed of during the year

- NIL

c. Number of cases pending for more than ninety days

- NIL

Annual Report on Sexual Harassment Policy for the period
01 January 2025 to 31 December 2025, is annexed to the
Annual Report as Annexure - V.

47. DETAILS OF APPLICATION UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016)

No application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during
the year. No instance of one-time settlement occurred
during the year.

48. COMPLIANCE OF PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT, 1961

The Company has complied with applicable provisions
under the Maternity Benefit Act, 1961

49. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and
inclusion (DEI), the Company discloses below the gender
composition of its workforce as of 31 March 2026.

Male Employees : 454

Female Employees : 09

Transgender Employees : Nil

This disclosure reinforces the Company’s efforts to
promote an inclusive workplace culture and equal
opportunity for all individuals, regardless of gender.

50. OBSERVANCE OF THE SECRETARIAL STANDARDS

The Directors state that proper systems have been devised
to ensure compliance with the applicable laws. Your
Company adheres to and complies with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI).

51. ACKNOWLEDGEMENT

Your directors thank the customers, vendors, dealers,
investors, business associates, bankers, NBFCs, various
State and Central Government agencies and communities
for their continued support during the year.

The Board places on record its appreciation for the
contribution made by our employees at all levels. Our
consistent growth was made possible by their hard work,
solidarity, co-operation and support.

For and on behalf of the Board of Directors of
VISION INFRA EQUIPMENT SOLUTIONS LIMITED

Mr Sachin Vinod Gandhi Mr Chetan Vinod Gandhi

(Managing Director, DIN: 09857165) (Whole-time Director, DIN: 09857164)

Address: Vadgaon Anand at Post, Address: Flat No-B/22, Arihant Co. Op. Hsg. Society,

Alephata, Junnar, Pune, Maharashtra, 412411, India. Market Yard Road, Bibwewadi, Pune, Maharashtra, 411037, India

Date: 26 August 2026
Place: Pune

Your directors’ have immense pleasure in presenting the 1^st Annual Report of the Company along with the audited financial statements for the financial year ended on 31^st March, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS:

2. OVERVIEW AND COMPANY PERFORMANCE:

VISION INFRA EQUIPMENTS SOLUTIONS LIMITED has been formed by conversion of a partnership firm

i.e. “M/s Vision Infra” (referred as erstwhile partnership firm), under the provisions of Companies Act, 2013. The Firm was converted into a public limited company with effect from January 12, 2024 having CIN U77309PN2024PLC227226. The Registered office of the Company is situated at 4th Floor, office no. 401-404, International Business Bay, Gurunanak Nagar, Bhawani Peth, Pune, Maharashtra - 411042. The Company is in the trading business of refurbishment of used Construction Equipment and rental of Construction Equipment.

During the period, turnover of your Company in value terms is Rs. 6946.25 Lakhs and the Company expect to grow more in upcoming years. The profit before tax earned during the year is Rs. 803.87 Lakhs.

The Board is confident on improving the performance of the Company and achieving desired results in coming years.

3. STATE OF COMPANY''S AFFAIRS:

The Directors of the Company had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

4. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN ENDS OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND DATE OF REPORT:i. Approval of Draft Prospectus:

The Board in their meeting held on 31^st May 2024 approved the draft prospectus for the proposed Initial Public Offering (the “Issue”) of up to 73,68,000 equity shares of Rs. 10/- each (the “Equity Shares”) through the SME Platform of National Stock Exchange Limited i.e. NSE Emerge.

ii. Issue of equity shares on a preferential basis through private placement:

The Board in their meeting held on 17"'' July 2024 resolved to issue 8,26,400 equity shares on a preferential basis through private placement and the said issue was approved by the members of the Company in their meeting held on 18^th July 2024.

iii. Secured and unsecured loans (borrowings)

Prior to conversion of the partnership firm “Vision Infra” into the company, the secured and unsecured loans (financial facilities) were obtained by the firm from various banks and financial institutions. Post conversion such subjected financial facilities were get vested and transferred in the name of the company accordingly the company has initiated the process with lender banks to execute agreements in the name of the Company and is in process of registering the charges towards the sanctioned financial facility for these loans.

5. CHANGE IN NATURE OF BUSINESS. IF ANY:

During the year under review, there has been no changed in business of Company.

6. CHANGE IN NAME OF THE COMPANY:

There has been no change in the Name of the Company during the period ended 31^st March 2024.

7. DIVIDEND:

The Board of Directors has decided to retain the profits for business growth and hence not declare any dividend for the financial year ended on 31^st March 2024.

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8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF!;

No amount is required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 2013 and rules made there under.

9. RESERVES:

During the year under review, no amount was transferred to the reserves.

10. DETAILS OF SUBSIDIARIES. JOINT VENTURES(JV) OR ASSOCIATE COMPANIES (AC):

No company has ceased to be subsidiary, joint venture or associate of the Company during the year.

During the year the company has invested in the partnership firm which is controlled by company and its promoters and Directors. Accordingly, as per Accounting Standard (AS) 21, as per the definition of subsidiary, an enterprise controlled by the parent is required to be consolidated and accordingly such a partnership firm is “Subsidiary” of the company.

As on March 31, 2024, the Company has following subsidiary:

11. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, JOINT VENTURES (.TV), ASSOCIATE COMPANIES f AO:

The Consolidated financial statements of the Company and its subsidiaries for FY 2023-24 are prepared in compliance with the applicable provisions of the Act and in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor’s Report thereon forms part of this Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statements of the subsidiary companies is attached to the Financial Statements in Form AOC-1 is annexed herewith as Annexure- B.

12. C11ANGES IN SHARE CAPITAL. IF ANY:

At present the Authorized Share Capital of the company is Rs. 25,00,00,000/- (Rupees Twenty-Five Crores only) comprising of 2,50,00,000 (Two Crore Fifty Lakhs) equity shares of Rs.10/- each (Rupees Ten Only).

As on March 31, 2024, the Paid-up Equity Share Capital of your Company stood at Rupees 17,30,00,000/-comprising of 1,73,00,000 equity shares of face value of Rupees 10/- each. Entire paid-up equity shares of the

Company are in dematerialized form as on 31st March, 2024 and Company has appointed Link Intime India Private Limited as the Registrar and Share Transfer Agent of the Company.

Further members passed and approved the issue of up to 75,00,000 equity shares as Initial Public Issue i.e. Fresh Issue through Book Building issue process in consultation with Lead Managers, by passing the special resolution in the Extraordinary General Meeting of the Company held on 18th March, 2024;

• Sweat Equity: The Company has not issued any Sweat Equity Shares during the year under review.

• Bonus shares: No Bonus Shares were issued during the year under review.

• Equity Shares with differential voting rights: The Company has not issued equity shares with differential voting rights during the year.

• Employees stock option plan: The Company has not provided any Stock Option Scheme to the employees during the year under review.

• Buy back of securities: The Company has not bought back any of its securities during the year under review.

13.BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(i) Composition of the Board of Directors:

The Board of the Company comprises an optimum combination of Executive Directors and Non-Executive Independent Directors. As on the date of this report, the composition of the Board of Directors and KMPs are as under:

(ii) Retirement by Rotation & re-appointment:

Being public limited company retirement by rotation is applicable for the company hence following director is proposed to be retired by rotation in the ensuing annual general meeting -

Sachin Vinod Gandhi (DIN: 09857165), Managing Director of the company, whose period of office is liable to determination by retirement of directors by rotation at ensuing annual general meeting.

(11) Appointment and Resignation of Key Managerial Personnel:

During the year, the following changes were made in the Board of Directors of the Company A. Appointment as tirst director

E. Appointment of CFO and CS

The following appointments were made during the year:

*Ms. Dipali Rakesh Shah having PAN: FGAPS2513D was appointed as Company Secretary and Compliance Officer of the Company with effect from 31^st May 2024 to fill the causal vacancy due to resignation of Ms. Nikita Jain having PAN: AZLPJ9857C.

14.NUMBER OF BOARD MEETINGS HELD DURING THE YEAR 2023-24:

The Board of Directors meets at regular intervals to discuss and decide on Company business, policies and strategy. The details of Board meetings and the attendance of the Directors are as below:

15. DECLARATION BY INDEPENDENT DIRECTORS;

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under sub-section ( 6)of Section 149 of the Companies Act 2013, read with the Schedules and Rules issued thereunder. There has been no change in the circumstances affecting their status as independent directors of the Company.

16. BOARD OPINION ON THE INTEGRITY. EXPERTISE, AND EXPERIENCE OF NEWLY APPOINTED INDEPENDENT DIRECTORS:

Directors state that during the period under review, the independent directors i.e. Akash Manohar Phatak (DIN: 09288697) and Anjali Sapkal (DIN: 02136528) appointed on the board are duly registered under the independent director’s databank maintained with the MCA.

The Board is of opinion that the Independent Directors are persons of high integrity and possess the requisite expertise and experience.

17. COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY:

The Company has formed Committees as required under the Companies Act, 2013. Accordingly, as on 31^st March, 2024 and presently the board has Four (4) committees i.e. Audit Committee, Nomination and Remuneration Committees, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The constitution of which are given below:

i. Audit Committee:

Pursuant to provisions of the Section 177 of the Companies Act, 2013 read with Rule 6 of the companies (Meeting of board and its power) rules, 2014 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted an Audit Committee (“Audit Committee”).

The Audit Committee met 2 (Two) times during the financial year ended 31^st March, 2024 on 28/03/2024 and 30/03/2024 wherein due quorum, was present for the meeting and the notice of meeting was given to all the Members.

All the recommendations made by the Audit Committee in the financial year 2023-24 were approved by the Board.

ii. Nomination and Remuneration Committee:

Pursuant to the provisions of the Section 178, Schedule V and all other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 and Regulation 19 SEBI Listing Regulations, the Board has constituted Nomination and Remuneration Committee (“NRC”).

The Nomination and Remuneration Committee met 1 time (One) during the financial year ended 31^st March, 2024, on 28^th March 2024 wherein due quorum, was present for the meeting and the notice of meeting was given to all the Members.

iii. Stakeholders Relationship Committee

Pursuant to the provisions of the Section 178(5) and all other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted Stakeholders Relationship Committee.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has constituted the Corporate Social Responsibility Committee.

18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The board believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Therefore, the company has adopted a Code of Conduct for Directors and Senior Management Personnel (“the Code”), which lays down the principles and standards that should govern the actions of the Directors and Senior Management Personnel, details of which along with the procedure to be followed by the employees have been placed on the website of the company viz. https://www.visioninfraindia.com/investor-reiations/ as “Whistle Blower Vigil Mechanism Policy”.

19. ANNUAL PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS. COMMITTEES AND INDIVIDUAL DIRECTOR:

This clause is Not Applicable to the Company as it was not listed on any stock exchange as on the date of this report and has paid up share capital of Rs. 17,30,00,000/- only, which does not exceed the limit stated above.

2Q.COMPANY’S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

As per the provisions of section 178 of Companies Act, 2013 and applicable rules and regulations thereunder, the Nomination and Remuneration Committee has been constituted by the Board, details of which along with the roles and responsibilities of respective members have been placed on the website of the company viz. https://www.visioninfraindia.com/investor-relations/

Accordingly, the Company has also formulated the Audit committee and Stakeholders Relationship committee in accordance with section 177 and 178 (5) of Companies Act, 2013, details of which has been placed on the website of the Company.

21 .PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/ EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the company being unlisted public limited company, as on 31^s1 March 2024.

22. DISCLQSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLE-TIME DIRECTOR FROM THE COMPANY’S HOLDING OR SUBSIDIARY COMPANY:

There were no such instances during the relevant financial year requiring the disclosure under section 197(14) of the Companies Act, 2013.

23. RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is in place published on the website of the company.

24. CORPORATE SOCIAL RESPONSIBILITY;

The period under review was the First Financial Year of the Company due to which the Company did not fulfill the criteria for class of Companies as prescribed under Section 135 (1) of Companies Act 2013.

The CSR policy, indicating the activities to be undertaken by the Company, formulated by the Corporate Social Responsibility Committee and approved by the Board, can be accessed on the Company’s website-hltps://vvvvvv. vision jnfrnind ia.com/investor-relations/

As on 31^st March 2024 the Net Profit of the Company has exceeded Rupees Five Crores, hence the provisions of CSR are applicable to the Company and the management to spend two per cent, of the average net profits of the Company made during the immediately preceding financial year 2024-2025.

25. AUDITORS:(i) Statutory Auditor:

The Company’s Auditor M/s A D V & Associates, Chartered Accountants, Mumbai, (FRN: 128045W) were appointed as statutory auditors in the first Board Meeting held on 15^th January, 2024 pertaining to financial year 2023-24 to hold the office till the conclusion of Annual General Meeting to be held for the financial year ending on 31^st March, 2024.

Board of directors has recommended the appointment of M/s A D V & Associates, Chartered Accountants, Mumbai, (FRN: 128045W), as a Statutory Auditor in their meeting held on 24^th July 2024 subject to approval of shareholders in their Annual General Meeting to be held on 30^th July 2024 to hold the office till the conclusion of Annual General Meeting to be held for the financial year ending on 3 I^s'' March 2029.

The company has received necessary consent and eligibility from the statutory auditor M/s A D V & Associates, Chartered Accountants.

(ii) Cost Auditor:

The Company is not required to appoint a cost auditor as per the provisions of section 148 of the Companies Act, 2013

(iii) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, M/s A. Khadilkar & Associates, Company Secretaries, were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending March 31, 2024.

(iv) Internal Auditor:

The Board of Directors of the Company has appointed CA Pratik Nandkumar Bhalgat as an Internal Auditor of the Company, to audit the function and activities of the Company and to review various operations of the Company.

26. SECRETARIAL AUDIT REPORT:

Pursuant to provisions of Section 204 of the Company Act, 2013read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended or re-enacted from time to time), your Company had appointed M/s A. Khadilkar & Associates, Practicing Company Secretaries for conducting the Secretarial Audit of your Company for Financial Year 2023-24.

The Secretarial Audit Report in prescribed form MR-3, issued by the Secretarial Auditor is annexed herewith as Annexure - C to this Report.

27. AUDITOR’S QUALIFICATION, REMARKS OR OBSERVATIONS:(a) By the Statutory Auditor in his report: -

The Auditors Report on the Audited Financial Statement of the Company for the year ended 31^st March, 2024, contains the following observations in report on Other Legal and Regulatory Reauirements and Comoanies (Auditor’s Report) Order. 2020, “CARO Report”.

(b) By the Company Secretary in his audit report:-

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended or re-enacted from time to time), your Company had appointed M/s A. Khadilkar & Asscociates, Practicing Company Secretaries for conducting the Secretarial Audit of your Company for Financial Year 2023-24.

The secretarial auditor’s report do not contain any qualifications, reservations, or adverse remarks or disclaimer, except as mentioned below;

1) During the year under review, company has granted loan to related parties for which compliance under Section 185 of the Act is not done, however as explained by the management of the company the such loans were given to interested person prior to conversion of the partnership firm into company and the provisions of section 185 of the Act were not applicable to the partnership firm.

Management response - The remark is self-explanatory. The loan were granted on May and December 2023 i.e. prior to conversion.

2) Details of partnership firm mentioned in the Form URC-1 filed for conversion of partnership firm into company are incorrect.

Management response- The remark is self-explanatory.

The Secretarial Audit Report in prescribed form MR-3, issued by the Secretarial Auditor is annexed herewith as

Annexure - C to this Report.

28. REPORTING OF FRAUD BY STATUTORY AUDITORS:

There were no fraud suspects in the Company, hence no reporting was made by Statutory Auditors of the

Company under sub-section (12) of section 143 of Companies Act, 2013.

29. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to the Directors

Responsibility Statement, the Board of Directors of the Company hereby state that: -

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to the material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c) The Directors have taken the proper and sufficient care for the 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.

d) The Directors have prepared the annual accounts on a ‘Going Concern Basis’.

e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30. WEB LINK OF ANNUAL RETURN:

The annual return of the Company as required under Section 92(3) of the Companies Act, 2013 will be placed on the website of the Company at weblink https://www.visioninfraindia.com/investor-relations/

31. DEPOSITS:

The Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended from time to time, during the year under review.

32.LOAN FROM DIRECTORS:

During the year under review, the company has accepted unsecured loans from Directors of the Company. The details of the loan are as below:

The loans from the directors mentioned above were obtained before the conversion of the partnership firm into a company and have recorded and vested in the books of the Company.

33.PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS:

Details of loans, guarantees and investments, as on March 31, 2024, as stipulated under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, are as follows:

The amounts stated above related to loan, advances, and investment made are prior to conversion of partnership firm into the company and accordingly the provisions of companies act 2013 were not applicable in relation to Section 186 of the Act.

34. PARTICULARS OF RELATED PARTY TRANSACTIONS:

contracts or arrangements with related parties referred to in Sub-section (1) of section 188 were entered by the company in the Ordinary Course of the Business and at Arm’s Length basis the detailed note for related party transactions are given in Note No 33 to financial statement for the year ended on 31^st March 2024. The Copy of Form AOC-2 is enclosed as Annexure - A to this report

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO:

Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given herein below:

A) Conservation of energy:(i) Steps taken or impact on conservation of energy;

The Company has always been conscious for the conservation of energy and optimum utilization of available resources and has been steadily making progress towards this.

replacement of all lighting with LED lighting fixtures at offices and site locations of the Company Creating awareness among employees to conserve energy and follow protocols while leaving the workplace

Save electricity by using motion sensors in corporate office.

(ii) Steps taken by the company for utilising alternate sources of energy;

The Company is striving to achieve sustainable development goals and government’s agenda of adopting clean and green energy.

(iii) Capital investment on energy conservation equipment;

The Company has made efforts to reduce and optimize energy requirements at all its plants, utilizing most of the energy-saving equipment.

b) Technology absorption:

The Company is using latest technology and indigenization, which keeps on absorbing latest technology for the betterment of society at large.

c) Foreign exchange earnings and Outgo-

Foreign Exchange Earnings during the year: Rs. 2968.29 Lacs. (USD - 40.03 Lacs)

Foreign Outgo during the year: NIL

36. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

No significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company’s operations in future during the year.

37. THE PET AIT & IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS: -

The Company has maintained adequate internal controls commensurate with its size and nature of operations. There are suitably monitoring the procedures in place to provide reasonable assurance for the accuracy and timely reporting of the financial information and compliance with the statutory requirements.

38. A DISCLOSURE FOR MAINTENANCE OF COST RECORD AS SPECIFIED UNDER SUB-SECTION 148 OF THE COMPANIES ACT 2013.

The provisions for maintenance of cost accounts and cost records as specified by Central Government under subsection (1) of Section 148 of the Companies Act 2013 are not applicable to the Company during the year.

39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE < PREVENTION PROHIBITION AND REDRESSALt ACT. 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act. 2013 read with Rule 14 of the Rules issued there under the Company has complied with the provisions relating to the constitution of internal compliant Committee the Internal complaint Committee constituted under the said Act has confirmed that no complaint has been received by the Company during the year 2023-24 and there were no pending cases.

40. DETAILS OF APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 20161:

No application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year. No instance of one-time settlement occurred during the year.

41. QBSERVANCE OF THE SECRETARIAL STANDARDS:

The Directors state that proper systems have been devised to ensure compliance with the applicable laws. Your Company adheres and complies with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (ICSI).

42. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation and acknowledge with the gratitude, the support and co-operation extended to the Company by the employees at all levels, bankers, financial Institutions, Central and State Governments authorities.