Directors Report of Vishnu Prakash R Punglia Ltd.

Mar 31, 2025

Your directors (Board of Directors/” the Board”) are pleased to present the 12th Annual Report of Vishnu Prakash R Punglia
Limited (“the Company”/ “VPRPL”) together with the Audited Financial Statement for the Financial Year ended March 31,
2025 (the “Financial Year”).

FINANCIAL HIGHLIGHTS

The Company''s financial performance for the financial year 2024-25 along with comparative previous year balance sheet
prepared in accordance with the Indian Accounting Standards as prescribed under section 133 of the Act, read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31,2025 is as under:

('' in millions)

Particulars	2024-25	2023-24
Revenue from Operations	12,374.18	14,738.65
Other Income	87.80	87.81
Total Income (A)	12,461.98	14,826.46
Expenses other than Depreciation, Finance Cost, Exceptional Items and Tax Expense (B)	10,819.63	12,639.75
Profit/Loss before Depreciation, Finance Cost, Exceptional Items and Tax Expense (A-B)	1,642.35	2,186.71
Less: Depreciation and amortization expenses	159.24	111.75
Less: Finance costs	677.87	429.78
Less: Exceptional & Extraordinary Items	-	-
Profit Before Tax (PBT)	805.24	1,645.18
Less: Tax Expenses	219.28	423.33
Profit after tax (PAT)	585.96	1,221.85
Add: Other Comprehensive Income	(3.51)	0.30
Total Comprehensive Income	582.45	1,222.15
Earnings Per Share	4.70	10.95

STATE OF COMPANY’S AFFAIRS

During the Financial Year under review, your Company
has generated revenue from operations amounting to ''
12,374.18 millions as compared to '' 14,738.65 millions
during the previous financial year. Profit before tax during
Financial Year 2024-25 was '' 805.24 millions compared to
'' 1,645.18 millions during previous financial year. Profit after
tax was '' 582.45 million as against '' 1,221.85 millions.

BUSINESS OVERVIEW

The Company specializes in executing infrastructure projects
on an Engineering, Procurement, and Construction (EPC)
basis. As of March 31, 2025, the Company''s order book
stands at an impressive ''53,634.4 millions, reflecting robust
growth and strong demand for its services.

Throughout the financial year, the Company was awarded
a total of fourteen new projects, with a cumulative bid

project cost amounting to ''18,558.71 million. Furthermore,
the Company successfully completed eight projects during
the period under review, totalling ''7,080 million in value.
These milestones underscore the Company''s capability to
effectively manage large-scale infrastructure projects while
maintaining a high standard of quality and efficiency.

The Company adopts an integrated approach to construction,
leveraging its core competencies and substantial in-house
resources. This enables the Company to oversee the entire
project lifecycle, from initial conceptualization to successful
completion. The Company''s well-established systems and
expertise ensure seamless project execution, positioning it
as a leader in the infrastructure sector.

Future Outlook

The Company currently boasts a robust order book valued
at ''5,363.44 crores, providing clear visibility and a solid
foundation for future growth. With this strong order backlog,

the Company is focused on enhancing and expanding its
project portfolio to ensure continued success in the coming
years.

Over the course of its operations, the Company has
earned a distinguished reputation for delivering high-quality,
efficient, and timely projects. Building on this legacy, we are
now focused on accelerating our growth trajectory, with a
strategic vision to solidify our position as a leading player in
India''s dynamic infrastructure sector.

As we look to the future, the Company is exceptionally
well-positioned to seize new opportunities. Our strategy is
centered on securing additional contracts and diversifying
into emerging areas of infrastructure development. The
Company remains committed to maintaining the highest
standards of excellence, innovation, and client satisfaction,
all of which will drive our continued success as we expand
our footprint in the ever-evolving infrastructure landscape.

CHANGE IN NATURE OF BUSINESS

During the Financial Year, there was no change in the nature
of Company''s business.

CAPITAL STRUCTURE

There was no change in the authorized share capital of the
Company during the financial year. The Authorised Capital
of the Company as on March 31,2025 was '' 1,500 million
divided into 15,00,00,000 Equity Shares of '' 10 Each.
The Issued, Subscribed and Paid-up Capital at the end of
financial year stood at '' 1,246.44 million. The equity shares
of the Company were listed on National Stock Exchange of
India Limited (NSE) and BSE Limited (BSE) with effect from
September 05, 2023. The Company has not issued any
equity shares with differential rights, sweat equity or bonus
shares. The Company has only one class of equity shares
having a face value of '' 10/- each.

DIVIDEND

After a comprehensive evaluation of the company''s overall
financial position and long-term strategic priorities, the
Board of Directors has, in alignment with the Company''s
Dividend Distribution Policy, taken a considered decision
not to recommend a dividend for the financial year 2025.
This step, while carefully weighed, reflects our commitment
to maintaining financial prudence and strengthening the
Company''s foundation for sustainable future growth.
In accordance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”), the Company''s Dividend Distribution
Policy is publicly available for reference on our website
at https://www.vprp.co.in/images/policy/DIVIDEND%20
DISTRIBUTION%20POLICY.pdf

TRANSFER TO RESERVES

During the year under review, your Company has not
transferred any amount to Reserves. The Board of Directors
has decided to set aside '' 585.96 Million as retained
earnings, which represents the entire amount of profit for
the Financial Year 2024-25 and the same is mentioned in
note no. 16 of the financial statements.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting
the financial position of your Company which has occurred
between end of financial year 2024-25 and the date of
Board''s Report.

SUBSIDIARIES, JOINT VENTURES &
ASSOCIATES

The Company does not have any subsidiaries & associate
companies. The Company is also not a subsidiary of any
other company.

OUR JOINT OPERATIONS

At the end of the Financial Year, the Company was having 23
Joint Operations. The details of such Joint Operations are
provided in Note 38 of the Attached Financial Statements.
The following Joint Operations were incorporated during
Financial Year under review-

1. VPRPL KSIPL BKN JV

The Company and Kunal Structure (India) Private
Limited associated themselves into Joint venture on
April 30, 2024 to act in collaboration with each other
in the name and style of “VPRPL KSIPL BKN JV”
for “Major upgradation of Bikaner Railway Station of
Bikaner Division of North Western Railway (On EPC).”

2. VPRPL SBEL JV

The Company and Shree Balaji Engicons Limited
associated themselves into Joint venture on
December 14, 2024 to act in collaboration with each
other in the name and style of “VPRPL SBEL JV”
for “Formation works involving earthwork in filling in
embankment, cutting and blanketing, Bridge works
involving construction of important bridges, major
bridges, minor bridges, Road Under Bridges/Limited
Height Subways, Foot Over Bridges, trolley refuges,
toe wall, retaining wall, pitching, side drain, Building
works involving construction of station buildings and
other service buildings related to Civil and Traction
Distribution, platform shelters, staff quarters, P.Way
Works involving supplying of ballast, transportation
of P.Way material, laying and linking of Broad Gauge
track and other miscellaneous works including
Electrical (General) Works from Mandpiya (including)

to Chanderiya (including) in connection with Ajmer-
Chanderiya doubling project of Ajmer division of North
Western Railway.”

3. VPRPL RBIPL JDA JV

The Company and Rajkamal Builders Infrastructure
Private Limited Company associated themselves into
Joint venture on July 10, 2024 to act in collaboration
with each other in the name and style of “VPRPL
RBIPL JDA JV” for the work of “Engineering, Procuring,
Construction, Commissioning (EPC) and performance
run followed by O&M of sewerage Treatment plant of 30
MLD capacity at Swarn Vihar, Sanganer of Jaipur City
based on Sequential Batch Reactor (SBR) Technology.”

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS

No significant or material orders were passed by the
Regulators or Courts or Tribunals impacting the going
concern status and Company''s Operation in future.

INSURANCE

All properties and insurable interests of the Company
including building, plant and machinery and stocks have
been fully insured.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The Board composition is in conformity with the applicable
provisions of the Act and the Listing Regulations, as amended
from time to time. As on March 31,2025, the Board consists
of 11 directors comprising of six (6) Independent Directors
and five (5) Executive Directors. The Board Composition of
the Company is detailed in attached Corporate Governance
Report and can also be accessed on the Company''s website
at https://www.vprp.co.in/board-of-directors.

Appointment/Reappointment of Directors

The members of the Company at the 11th Annual
General Meeting held on September 23, 2024, on the
recommendations of the Board and Nomination and
Remuneration Committee, approved the appointment of Mr.
Anurag Lohiya (DIN: 09257950) as an Independent Director
of the Company for a term of 5 consecutive years with effect
from September 30, 2024. The Board is of the considered
view that Mr. Anurag Lohiya demonstrates exemplary
integrity and possesses the requisite expertise, experience,
and proficiency.

Further, Mr. Manohar Lal Punglia (DIN: 02161961), was
appointed by the Shareholders at the Extra-Ordinary
General Meeting of the Company held on April 10, 2021 as

the Managing Director for a period of five years commencing
from March 15, 2021, and accordingly his term as Managing
Director of the Company is expiring on March 14, 2026.
The Board of Directors have on the recommendation of the
Nomination and Remuneration Committee, proposed the re¬
appointment of Mr. Manohar Lal Punglia (DIN: 02161961) as
the Managing Director of the Company for a further period
of Five years commencing from March 14, 2026 (liable to
retire by rotation).

Mr. Vishnu Prakash Punglia (DIN: 02162019) has attained
the age of 69 years and will attain the age of 70 years on
May 10, 2026. As per the provisions of section 196 of the
Companies Act, 2013, continuation of his directorship
requires the approval of the members in the General Meeting
by way of Special Resolution. Therefore, The Board of
Directors has, on the recommendation of Nomination and
Remuneration Committee, proposed the retainment of Mr.
Vishnu Prakash Punglia (DIN: 02162019) as the Chairperson
and Whole Time Director of the Company for the remaining
of his term i.e. upto 29-09-2028 even after attaining the age
of 70 years on May 10, 2026.

Cessation/Retirement by Rotation

During the period under review, Mr. Shripal Bhansali
completed his second consecutive term as an Independent
Director of the Company in accordance with the provisions
of the Companies Act, 2013. The Board places on record
its sincere appreciation for his valuable contributions,
guidance, and unwavering commitment towards the growth
and governance of the Company during his tenure.

Further, in terms of applicable provisions of the Act and
the Articles of Association of the Company, Mr. Manohar
Lal Punglia (02161961), Managing Director and Mr. Kamal
Kishor Pungalia (DIN: 02168426), Whole Time Director
of the Company retires by rotation at the ensuing Annual
General Meeting and being eligible, has offered themselves
for re- appointment. As required under Regulation 36(3)
of the Listing Regulations, particulars of directors seeking
appointment/ re-appointment/ liable to retire by rotation at
ensuing Annual General Meeting are given in the Annexure
to the explanatory statement enclosed to the notice of the
AGM.

Declaration by Independent Directors

The Company has received declaration u/s 149(7) of the
Act and Regulation 25(8) of the Listing Regulation from all
the Independent Directors confirming that they meet the
‘Criteria of Independence'' as specified under Section 149(6)
of the Act and the Rules made thereunder and applicable
provisions of Regulation 16(1)(b) of the Listing Regulations
and are independent of the management.

Registration of Independent Directors in
Independent Directors databank

All the independent Directors of your company have been
registered and are members of independent Directors
Databank maintained by the Indian Institute of Corporate
Affairs (IICA).

Familiarisation Programme for Independent
Directors

As required under Regulation 46(2)(i) of the Listing
Regulations, the details of familiarization programmes
conducted during financial year is placed on the Company''s
website and the same can be accessed at https://www.
vprp.co.in/corporate-governance.

Key Managerial Personnel

In terms of the provisions of Sections 2(51) and 203 of the Act,
read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (including any
amendments thereunder), the following employees were
holding the position of Key Managerial Personnel (‘KMP'') of
the Company as on March 31,2025:

1. Mr. Vishnu Prakash Punglia- Chairperson and Whole
Time Director

2. Mr. Manohar Lal Punglia- Managing Director

3. Mr. Sanjay Kumar Punglia- Chief Executive Officer and
Whole Time Director

4. Mr. Kamal Kishor Pungalia- Whole Time Director

5. Mr. Ajay Pungalia- Whole Time Director

6. Mr. Sarfaraz Ahmed- Chief Financial Officer

7. Ms. Neha Matnani- Company Secretary and
Compliance Officer

POLICY ON DIRECTORS’ APPOINTMENT &
REMUNERATION

The Company has in place the Nomination & Remuneration
Policy for Directors, Key Managerial Personnel, Senior
Management and Other Employees, which, inter-alia, lays
down the criteria for determining qualifications, positive
attributes and independence of a director, appointment and
removal of Directors, Key Managerial Personnel and other
Senior Management of the Company, along with the criteria
for determination of their remuneration and evaluation and
includes other matters, as prescribed under the provisions
of Section 178 of the Act and the Listing Regulations. The
policy is available on the website of the Company at https://
www.vprp.co.in/policies-and-code. We affirm that the
remuneration paid to the directors were as per the terms
laid out in the Nomination and Remuneration Policy of the
Company.

COMMITTEES OF THE BOARD

Your Company believes that Board''s Committees are crucial
to promote best Corporate Governance practices within
the Company. Accordingly, the Company has constituted
various Board Committees to improve the board efficiency
and to support in decision making. The details of the
Board''s Committees including number & dates of meetings
of Committees held during the FY 2024-25 and attendance
thereat are given in the Report on Corporate Governance,
forming part of this Report.

MEETING OF BOARD AND ITS
COMMITTEES

During the financial year, five (5) Board meetings were
convened and duly held. The details of meetings of the
Board and Committees of the Board held during the year,
attendance of Directors thereat and other details of various
Committees of the Board are given in the Report on
Corporate Governance, forming part of this Report.

PERFORMANCE EVALUATION OF
THE BOARD, ITS COMMITTEES, AND
DIRECTORS

During the year under review, formal evaluation of Board
of Directors and review of the work and performance of
the Committees was conducted. The summary of all such
evaluations are as under:

• Evaluation of Chairperson of the Board- The
performance of Chairperson was evaluated on the
factors such as- Demonstration of leadership qualities,
promoting shareholder confidence in the Board, Internal
Board communication, external communication,
Personal attributes i.e. Integrity, Honesty, Knowledge,
etc. Independence and ethics also considered.

• Performance of Non-Independent Directors- Proper
questionnaire was conducted in written format to
evaluate the performance of the Board of Directors. It
was observed that all the non-independent directors are
investing their time, energy and expertise towards the
growth of the Company and the independent directors
expressed their satisfaction towards the performance
of the non- independent directors of the Company.

• Evaluation of Board as a whole- It was observed that
every member of the Board is taking active participation
in the decision-making process at the Board Meeting/s
and is equally involved in the affairs of the Company.
Also, the goal was to improve Board effectiveness,
identify areas for development and ensure alignment
with the organization''s strategic objectives.

• Assessing the Quality, Quantity and Timeliness of Flow
of Information Between the Company Management and

The Board - During the assessment, it was deliberated
that management of the company is making adequate
information available to the Board of the Company
in order to enable the Board of Directors take timely
decisions and overall satisfaction was also consented
on this matter.

• Evaluation of Committees- The performance of the
committees is evaluated on the basis of the terms of
reference of the committees. Other factors which were
considered are- Process and procedures followed for
discharging its functions, Effectiveness of suggestions
and recommendations received and Conduct of its
meetings and procedures followed in this regard.

Overall, it was observed that the Board and Committees has
taken great strategic decisions, obtained timely positions,
taken timely risk management decisions, ensured that there
exists timely flow of information and implemented internal
financial controls across the entire organization.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 (3) and (5)
of the Companies Act, 2013, with respect to Directors''
Responsibility Statement, the Board of Directors of your
Company, to the best of their knowledge and ability, confirm
that:

a) In preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

b) The Directors 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 and loss of the company for that period;

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 have prepared the annual accounts on a
going concern basis

e) The Directors have laid down internal financial controls
to be followed by the company and that such internal
financial controls are adequate and are operating
effectively;

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

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest
standards of Corporate Governance and adheres to

the Corporate Governance requirements set out by the
Securities and Exchange Board of India. The Report on
Corporate Governance, as stipulated under Regulation 34 of
the Listing Regulations is attached. The Report on Corporate
Governance also contains certain disclosures required
under Companies Act, 2013 for the year under review. The
certificate from Reeptika Barmera & Associates confirming
compliance to the conditions of Corporate Governance
as stipulated under Listing Regulations is annexed to the
Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligation and Disclosure Requirements) Regulations,
2015, The Management Discussion and Analysis Report
highlighting the industry structure and developments,
opportunities and threats, future outlook, risks and concerns
etc. is furnished separately which is forming part of this
report.

BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORTING (BRSR)

Pursuant to Regulation 34 of the Listing Regulations read
with relevant SEBI Circulars, new reporting requirements
on ESG parameters were prescribed under “Business
Responsibility and Sustainability Report” (‘BRSR'') which
forms an integral part of this Annual Report. The BRSR
provides details on initiatives taken from an environmental,
social and governance perspective.

SECRETARIAL STANDARDS

Your Company has complied with the applicable provisions
of Secretarial Standard 1 on Meetings of the Board of
Directors and Secretarial Standard 2 on General Meetings
during the Financial Year 2024-25.

AUDITORS AND AUDIT REPORTS
Statutory Auditors

In terms of provisions of Section 139 of the Act, M/s. Banshi
Jain & Associates, Chartered Accountants (Firm Registration
No. 100990W), was appointed as Statutory Auditors of the
Company, for a term of 5 (five) consecutive years from the
of 10th AGM till the conclusion of the 15th AGM of the
Company to be held in the year 2028. M/s. Banshi Jain &
Associates have confirmed that they are not disqualified
from continuing as Statutory Auditors of the Company and
satisfy the prescribed eligibility criteria.

The Statutory Auditors of the Company have issued Audit
Reports on the Annual Financial Statement of the Company
with unmodified opinion. There were no qualification,
reservation or adverse remark or disclaimer made by the

Statutory Auditors in their reports on Annual Financial
Statements.

Secretarial Auditors

FCS Reeptika Barmera, Practising Company Secretary (C.P.
No. 16551, FCS Membership No. 11280) had carried out
the Secretarial Audit for the financial year ended March 31,
2025. The Secretarial Audit Report for the Financial Year
2024-25 does not contain any qualification, reservation
and is annexed herewith as Annexure - I and forms part
of this Report except a show cause notice issued by the
Stock Exchange Board of India (SEBI) under Rule 4(1) of the
SEBI (Procedure for Holding Inquiry and Imposing Penalties)
Rules, 1995 to the Company which is still under adjudication.

In compliance with Regulation 24A of the SEBI Listing
Regulations and Section 204 of the Act, the Board at
its meeting held on September 03, 2025, based on
recommendation of the Audit Committee, has approved the
appointment of M/s GMJ & Associates, Company Secretary
(ies), a peer reviewed firm as Secretarial Auditors of the
Company for a term of five consecutive years commencing
from FY 2025-26 till FY 2029- 30, subject to approval of the
Members at the ensuing AGM.

Cost Auditors

The Company has maintained cost accounts and records
as specified by the Central Government under sub-section
(1) of Section 148 of the Act. M/s Rajendra Singh Bhati &
Co., Cost Accountants have audited the Cost Records of
the Company, for the Financial Year 2024-25, with respect
to Construction of Roads and submitted the Cost Audit
Report, without any qualification, for the Financial Year
ended 31st March 2025.

Further, M/s Rajendra Singh Bhati & Co., Cost Accountants
(Membership No. 33509/ FRN: 101983) have been
appointed as Cost Auditors of the Company for Conducting
Cost audit for Financial Year 2025-26 and the remuneration
proposed to be paid to the Cost Auditor is subject to
ratification by the members of the Company at the ensuing
Annual General Meeting.

Internal Auditors

The Board has appointed M/s. R.G. Maheshwary & Co. CA
Firm, (Firm Registration No. 012124C) as Internal Auditors
for conducting Internal Audit for the Financial Year 2024-25.
The observations and suggestions of the Internal Auditors
were reviewed and necessary corrective/ preventive actions
were taken in consultation with the Audit Committee. On
the recommendation of the Audit Committee, the Board
has re-appointed M/s. R.G. Maheshwary & Co. CA Firm,
(Firm Registration No. 012124C), as Internal Auditors of the
Company for the Financial Year 2025-26.

Reporting of Fraud

During the financial year 2024-25, none of the Auditors of thi
Company have reported any instances of fraud committei
as specified under section 143(12) of the Act.

STATEMENT ON UTILISATION OF IPO
PROCEEDS AND VARIATIONS

The Company vide its prospectus dated August 30, 202:
made the public issue of 3,12,00,000 equity shares c
face value of '' 10 each at an issue price of '' 99 per shari
(including a share premium of '' 89 per share), which wa
successfully subscribed. Shareholders, at the 11th Annua
General Meeting held on September 23, 2024, approve
a variation in the utilisation of IPO proceeds. As per th
approved variation, '' 178.7 million was re-allocated ii
the following manner - '' 135.75 million towards capita
expenditure for purchase of equipment/machinery differer
from that originally disclosed in the prospectus, and '' 42.9:
million towards repayment of term loans relating to existini
capital equipment.

As on March 31, 2025, the Company has fully utilised thi
entire IPO proceeds in adherence to the revised allocatio
approved by the shareholders, and in accordance wit
the original objects of the issue as amended. Quarter!''
statements of variation/deviation were placed before th
Audit Committee and Board and after they reviewed an
approved these disclosures, it was submitted to the stoc
exchanges until full utilisation was achieved.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 13
of the Act read with the Companies (Corporate Socia
Responsibility Policy) Rules, 2014, the Company has dut
constituted CSR Committee which is responsible for fulfillin
the CSR objectives of the Company. The composition o
CSR committee and the other details of the CSR Committei
including number & dates of meetings of Committee hel
during the FY 2024-25 and attendance thereat are given i
the “Report on Corporate Governance”, forming part of thi
Report.

The Company has spent '' 23.16 millions towards CSF
expenditure for the financial year. Your company ensure
that the beneficiaries of the CSR are in the vicinity of its are
of operation.

The Annual Report on CSR activities undertaken during th
year as required under the Companies (Corporate Socia
Responsibility Policy) Rules, 2014 (as amended) is set out ii
Annexure II of this report.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Companies
Act, 2013 and the rules framed there under and Regulation
22 of SEBI Listing Regulations, your company has
established a mechanism (whistle blower policy) through
which all stake holders can report the suspected frauds and
genuine grievances to the appropriate authority.

Further details of the Vigil Mechanism/ Whistle Blower Policy
of the Company are provided in the Report on Corporate
Governance, forming part of this report. The Whistle Blower
Policy is hosted on the Company''s website at Whistle Blower
Vigil mechanismm Policy.pdf

INTERNAL FINANCIAL CONTROLS

The Company has implemented Internal Financial Controls
that align with the nature of its business and the scale of
its operations. These controls are designed to safeguard
assets, ensure the reliability of financial transactions through
adequate checks and balances, comply with applicable
laws and accounting policies, and follow established
approval procedures. They also support the efficient use of
available resources. These systems undergo regular review
and continuous improvement.

RISK MANAGEMENT FRAMEWORK

Pursuant to SEBI (Listing Obligations and Disclosure
Requirements) Regulations, top 1000 listed companies
based on market capitalization are mandatorily required to
constitute the Risk Management committee and adopt the
Risk Management Policy of the Company.

In order to comply with aforesaid requirement, the Board
of Directors at their meeting held on 09-02-2024 has
constituted the Risk Management Committee. During the
year Risk management committee meetings were held
on 03-02-2025 and 17-03-2025 to review the overall
risk management policy commensurate the size of the
organization.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the
Company during the financial year 2024-25 with related
parties were in accordance with the policy of the Company
on Related Party Transactions, were in its ordinary course
of business and on an arm''s length basis and also prior
approved by the Audit Committee. The Policy on Related
Party Transactions is hosted on the website of the Company
at https://www.vprp.co.in/policies-and-code.

The details of the Related Party Transactions are set out
in the Note No. 41 to Financial Statements forming part of
this Annual Report. Further, during the Financial Year, your

Company had not entered into any contract / arrangement
/ transaction with related parties which could be considered
material or which are required to be reported in Form No.
AOC-2 in terms of Section 134(3)(h) read with Section 188
of the Act and Rule 8(2) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

The directors would like to place on record their sincere
appreciation for the contributions made by employees
of the Company at all levels. None of the employees of
your Company had drawn, for the financial year 2024-25,
remuneration in excess of limits prescribed by provision
of Section 197(12) of the Companies Act, 2013 read with
Rule 5(2) and Rule 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
therefore the disclosure under this provision is not required.
The ratio of the remuneration of each Director to the median
employee''s remuneration and other details in terms of
Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, are attached as
Annexure - III and forms part of this Report. The number
of employees/workers as on March 31,2025 is as follows:

Particulars	No. of employees/ workers
Male employees	1399
Female employees	55
Male Workers	8954
Female Workers	136
Transgender	0

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company is committed to provide a safe and conducive
work environment to its employees. The Company has in
place POSH 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. The details regarding
the number of complaints received, disposed and pending
during the Financial Year 2024-25, pertaining to incidents
under the framework/ law are as follows:

Particulars	Number
Number of complaints pending at the beginning of the financial year	Nil
Number of complaints received during the financial year	Nil
Number of complaints disposed off during the financial year	Nil
Number of complaints those remaining unresolved at the end of the financial	Nil
year

MATERNITY BENEFIT ACT, 1961

The Company ensures that all eligible women employees
are provided with maternity benefits in accordance with the
Act, including but not limited to paid maternity leave, nursing
breaks, and protection from dismissal during maternity leave.

THE CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

Conservation of Energy is a regular process in the Company''s
construction activities and the same is not furnished as the
relevant rule is not applicable to your company. There is no
information to be furnished regarding Technology Absorption
as your company has not undertaken any research and
development activity in any manufacturing activity nor any
specific technology is obtained from any external sources
which needs to be absorbed or adapted.

In accordance with the provisions of Section 134 of the
Companies Act, 2013, there has been no foreign exchange
earnings or outgo for the financial year 2024-25.

DEPOSITS

Your company has not accepted any deposits from public
and hence no amount on account of principal or interest
on public deposits was outstanding as on the date of the
Balance Sheet. Further, the details of money accepted from
the Directors of the Company (under the proviso to Rule 2(1)
(c)(viii) of Companies (Acceptance of Deposit) Rules, 2014:

Name of Director	Accepted during the year
Vishnu Prakash Punglia	105.90
Manohar Lal Punglia	339.00
Sanjay Kumar Punglia	74.30
Kamal Kishor Pungalia	2.20
Ajay Pungalia	656.70

PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS

The details of loans, guarantees and investments as required
by the provisions of Section 186 of the Act and the rules
made thereunder are set out in the Note-8 to the Standalone
Financial Statements of the Company. Your Company falls
within scope of the definition “Infrastructure Company” as

provided by the Companies Act, 2013. Accordingly, the
Company is exempted from the provisions of Section 186(2)
to 186(10) of the Act with regards to Loans, Guarantees and
Investments.

ANNUAL RETURN

In accordance with the provisions of Section 134 read with
Section 92(3) of the Act, the draft Annual Return as on
March 31,2025 is available on the website of the Company
and can be viewed at https://www.vprp.co.in/annual-return.

GENERAL DISCLOSURES

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

a) No application has been made under the Insolvency and
Bankruptcy Code, hence the requirement to disclose
the details of the application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with their status
as at the end of the financial year is not applicable; and

b) The Company has not entered into any onetime
settlement with any Bank or Financial Institutions,
hence disclosure under rule (8)(5)(xii) of Companies
(Accounts) Rules 2014 is not applicable.

c) There was no revision of financial statements and the
Board''s Report of the Company during the year under
review;

APPRECIATION AND ACKNOWLEDGEMNET

Your Company has consistently delivered improved
performance through continuous enhancements across all
functions and efficient utilization of resources. This strategic
approach has contributed to the Company''s sustained
and profitable growth. The Board of Directors extends its
sincere gratitude to all government and regulatory bodies,
including the National Highways Authority of India, Ministry
of Road Transport & Highways, Public Works Departments,
Ministry of Railways, as well as financial institutions,
banks, joint venture and consortium partners, customers,
vendors, suppliers, sub-contractors, members, and other
stakeholders for their unwavering support. The Board also
places on record its deep appreciation for the dedicated
efforts and continued commitment of all employees and
associates, whose contributions have been instrumental in
the Company''s success.

For and on behalf of the board of directors of
VISHNU PRAKASH R PUNGLIA LIMITED

Sd/- Sd/-

Vishnu Prakash Punglia Manohar Lal Punglia

Place: Jodhpur Chairperson and Whole Time Director Managing Director

Date: September 03, 2025 DIN: 02162019 DIN: 02161961

---

Mar 31, 2024

Your directors (Board of Directors/”the Board”) are pleased to present the 11^th Annual Report of Vishnu Prakash R Punglia Limited (“the Company”/ “VPRPL”) together with the Audited Financial Statement for the Financial Year ended March 31, 2024 (the “Financial Year”).

FINANCIAL HIGHLIGHTS

The Company’s financial performance for the financial year 2023-24 along with comparative previous year balance sheet prepared in accordance with the Indian Accounting Standards as prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March 2024 is as under:

(H in millions)
Particulars	2023-24	2022-23
Revenue from Operations	14,738.65	11,684.04
Other Income	87.81	30.60
Total Income (A)	14,826.46	11,714.64
Expenses other than Depreciation, Finance Cost, Exceptional Items and Tax Expense (B)	12,639.75	10,118.21
Profit/Loss before Depreciation, Finance Cost, Exceptional Items and Tax Expense (A-B)	2,186.71	1,596.43
Less: Depreciation and amortization expenses	111.75	69.76
Less: Finance costs	429.78	302.28
Less: Exceptional & Extraordinary Items	-	-
Profit Before Tax (PBT)	1,645.18	1,224.39
Less: Tax Expenses	423.33	317.96
Profit after tax (PAT)	1,221.85	906.43
Add: Other Comprehensive Income	0.30	6.74
Total Comprehensive Income	1,222.15	913.17
Earnings Per Share	10.95	10.41

STATE OF COMPANY’S AFFAIRS

During the Financial Year under review, your Company has generated revenue from operations amounting to H 14,738.65 million as compared to H 11,684.04 millions during the previous financial year witnessing an increase of 26.14%. Profit before tax during Financial Year 2023-24 was H 1,645.18 million compared to H 1224.39 millions during previous financial year, reflecting a increase of 34.37%. Profit after tax was H 1,221.85 million as against H 906.43 millions, with increase of 34.80% from previous Financial Year.

BUSINESS OVERVIEW

Company undertakes infrastructure projects on EPC mode. As on 31^st March 2024, the order book of the Company stands at H 47169.57 millions. During the year under review, the Company has been awarded eighteen projects with combined Bid Project Cost of H 27727.04 millions. The Company undertake the construction business in an integrated manner as it has the key competencies and in-house resources to deliver a project from its conceptualization to completion. Your Company is well prepared for upcoming new projects & contracts

and it will continue to strive remain focused on unveiling new infrastructure areas.

Future Outlook

The Company currently has a strong order book of H 47169.57 millions, leading to clear visibility in future. The Company continues to work towards strengthening and improving the order book going forward. Over the years, we have established a reputation for delivering high-quality projects and are now looking to accelerate our growth and become a major player in the infrastructure sector in India.

CHANGE IN NATURE OF BUSINESS

During the Financial Year, there was no change in the nature of Company’s business.

CAPITAL STRUCTURE

There was no change in the authorized share capital of the Company during the financial year. The Authorised Capital of the Company as on 31^st March 2024 was H 1,500 millions divided into 15,00,00,000 Equity Shares of H 10 Each. The Issued, Subscribed and Paid-up Capital at the end of financial year stood at H 1,246.44 millions.

During the Financial Year the Company has completed its initial public offer (“IPO”) of 3,12,00,000 equity shares of face value of H 10/- each at an issue price of H 99/-per share (including share premium of H 89/- per share), Out of This Total 3,00,000 equity shares of face value of H 10/- each at an issue price of H 90/- per share (including share premium of H 80 per share) were allotted to eligible employees. The equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) with effect from September 05, 2023.

The Company has not issued any equity shares with differential rights, sweat equity or bonus shares. The Company has only one class of equity shares having a face value of H 10/- each.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the company’s dividend distribution policy, has decided that it would be prudent not to recommend any Dividend for the financial year 2024.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), your Company has formulated Dividend Distribution Policy and the same is also hosted on the website of the Company at https://www.vprp.co.in/ images/policy/DIVIDEND%20DISTRIBUTION%20 POLICY.pdf .

TRANSFER TO RESERVES

During the year under review, your Company has transferred a sum of H 1221.85 Millions to Reserves and Surplus and H 2774.10 Millions received as security premium from the Public issue. Other than this, the company has not made any reserves and same is mentioned in note no. 16 of the financial statements.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of your Company which has occurred between end of financial year 2023-24 and the date of Board’s Report.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATES

The Company does not have any subsidiaries & associate companies. The Company is also not a subsidiary of any other company.

OUR JOINT OPERATIONS

At the end of the Financial Year, the Company was having 20 Joint Operations The details of such Joint Operations are provided in Note 38 of the Attached Financial Statements. The following Joint Operations were incorporated during Financial Year under review-

1. VPRPL-B&G JV

The Company and M/s. B & G Construction Company associated themselves into Joint venture on July 08, 2023 to act in collaboration with each other in the name and style of “VPRPL-B&G JV” for “Providing, laying, Jointing, Testing & commissioning of sewerage System & all ancillary work along with Design, Construction, Supply, installation, testing & commissioning (Civil, Mechanical, Electrical, instrumentation and other necessary works) of Sewage Pumping Station/MPS (if any), Sewage Treatment Plant based on SBR Process with provision for treated waste water reuse including 1 year defect liability with 10 years O&M pipar city.”

2. VI VPRPL -JV

The Company and Vishnu Infrastructures associated themselves into Joint venture on September 13, 2023 to act in collaboration with each other in the name and style of “VI-VPRPL JV” for various bids invited by Commissioner Municipal Council Jaisalmer.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

INSURANCE

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board composition is in conformity with the applicable provisions of the Act and the Listing Regulations, as amended from time to time. As on March 31, 2024, the Board consists of 11 directors comprising of six (6) Independent Directors and five (5) Executive Directors. The Board Composition of the Company is detailed in attached Corporate Governance Report and can also be accessed on the Company’s website at https://www.vprp. co.in/board-of-directors.

Appointment/Reappointment of Directors

The members of the Company at the 10^th Annual General Meeting held on July 24, 2023, on the recommendations of the Board and Nomination and Remuneration Committee, have re-appointed Mr. Vishnu Prakash Punglia (DIN: 02162019), Mr. Sanjay Kumar Punglia (DIN: 02162102), Mr. Ajay Pungalia (DIN: 02162190) and Mr. Kamal Kishor Pungalia (DIN: 02168426) as the Wholetime Directors for a period of five (5) years with effect from September 30, 2023.

The members of the Company at the 10^th Annual General Meeting held on July 24, 2023, on the recommendations of

the Board and Nomination and Remuneration Committee, have re-appointed Mrs. Nilima Bhansali (DIN: 08197422) as an Independent & Women Director of the Company for the second term of five (5) consecutive years with effect from September 30, 2023.

Further, the members of the Company at the 10^th Annual General Meeting held on July 24, 2023, on the recommendations of the Board and Nomination and Remuneration Committee, have re-appointed and retained Mr. Krishan Murari Lal Mathur (DIN: 08402786) as an Independent Director of the Company for the second term of five (5) consecutive years with effect from April 30, 2024.

Retirement by Rotation

In terms of applicable provisions of the Act and the Articles of Association of the Company, Mr. Ajay Pungalia (DIN: 02162190) and Mr. Vishnu Prakash Punglia (DIN: 02162019), Whole Time Directors of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered themselves for re- appointment. As required under Regulation 36(3) of the Listing Regulations, particulars of directors seeking appointment/ re-appointment/ liable to retire by rotation at ensuing Annual General Meeting are given in the Annexure to the explanatory statement enclosed to the notice of the AGM.

Independent Directors

Your Company has received declarations from all the Independent Directors confirming that they meet the ‘Criteria of Independence’ as specified under Section 149(6) of the Act and the Rules made thereunder and applicable provisions of Regulation 16(1)(b) of the Listing Regulations and are independent of the management.

Familiarisation Programme For Independent Directors

As required under Regulation 46 (2) (i) of the Listing Regulations, the details of familiarization programmes conducted during financial year is placed on the Company’s website and the same can be accessed at https://www. vprp.co.in/images/disclosure/Familiarization%20 Programme 08-11-2023.pdf .

Key Managerial Personnel

In terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any amendments thereunder), the following employees were holding the position of Key Managerial Personnel (‘KMP’) of the Company as on March 31, 2024:

1. Mr. Vishnu Prakash Punglia - Chairman and Whole Time Director

2. Mr. Manohar Lal Punglia - Managing Director

3. Mr. Sanjay Kumar Punglia - Chief Executive Officer and Whole Time Director

4. Mr. Kamal Kishor Pungalia - Whole Time Director

5. Mr. Ajay Pungalia - Whole time Director

6. Mr. Sarfaraz Ahmed - Chief Financial Officer

7. Ms. Neha Matnani - Company Secretary and Compliance Officer

POLICY ON DIRECTORS’ APPOINTMENT & REMUNERATION

The Board on the recommendation of the Nomination and Remuneration Committee adopted a Nomination & Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and Other Employees, which, inter-alia, lays down the criteria for determining qualifications, positive attributes and independence of a director, appointment and removal of Directors, Key Managerial Personnel and other Senior Management of the Company, along with the criteria for determination of their remuneration and evaluation and includes other matters, as prescribed under the provisions of Section 178 of the Act and the Listing Regulations. The policy is available on the website of the Company at https://www. vprp.co.in/images/policv/NOMINATION%20AND%20 REMUNERATION%20POLICY.pdf

We affirm that the remuneration paid to the directors were as per the terms laid out in the Nomination and Remuneration Policy of the Company.

COMMITTEES OF THE BOARD

Your Company believes that Board’s Committees are crucial to promote best Corporate Governance practices within the Company. Accordingly, the Company has constituted various Board Committees to improve the board efficiency and to support in decision making. The details of the Board’s Committees including number & dates of meetings of Committees held during the FY 2023-24 and attendance thereat are given in the Report on Corporate Governance, forming part of this Report.

MEETING OF BOARD AND ITS COMMITTEES

During the financial year, sixteen (16) Board meetings were convened and duly held. The details of meetings of the Board and Committees of the Board held during the year, attendance of Directors thereat and other details of various Committees of the Board are given in the Report on Corporate Governance, forming part of this Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, AND DIRECTORS

During the year under review, formal evaluation of Board of Directors and review of the work and performance of the Committees was conducted. The summary of all such evaluations are as under:

• Evaluation of Chairperson of the Board- The performance of Chairperson was evaluated on the factors such as- Demonstration of leadership

qualities, promoting shareholder confidence in the Board, Personal attributes i.e. Integrity, Honesty, Knowledge, etc.

• Performance of Non-Independent Directors- It was observed that the all the non-independent directors are investing their time, energy and expertise towards the growth of the Company and the independent directors expressed their satisfaction towards the performance of the non- independent directors of the Company.

• Evaluation of Board as a whole- It was observed that every member of the Board is taking active participation in the decision-making process at the Board Meeting/s and is equally involved in the affairs of the Company.

• Assessing the Quality, Quantity and Timeliness of Flow of Information Between the Company Management and The Board - During the assessment, it was deliberated that management of the company is making adequate information available to the Board of the Company in order to enable the Board of Directors take timely decisions and overall satisfaction was also consented on the this matter.

• Evaluation of Committees- The performance of the committees is evaluated on the basis of the terms of reference of the committees. Other factors which were considered are- Process and procedures followed for discharging its functions, Effectiveness of suggestions and recommendations received and Conduct of its meetings and procedures followed in this regard.

Overall, it was observed that the Board and Committees has taken great strategic decisions, obtained timely positions, taken timely risk management decisions, ensured that there exists timely flow of information and implemented internal financial controls across the entire organization.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India. The Report on Corporate Governance, as stipulated under Regulation 34 of the Listing Regulations is attached. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013 for the year under review. A certificate from Ms. Reeptika Barmera, Practicing Company Secretaries confirming compliance to the conditions of Corporate Governance as stipulated under Listing Regulations is annexed to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis (‘MD & A’) Report is presented in separate sections, forming the part of this report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (BRSR)

Pursuant to Regulation 34 of the Listing Regulations read with relevant SEBI Circulars, new reporting requirements on ESG parameters were prescribed under “Business Responsibility and Sustainability Report” (‘BRSR’) which forms an integral part of this Annual Report. The BRSR provides details on initiatives taken from an environmental, social and governance perspective.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 (3) and (5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Board of Directors of your Company, to the best of their knowledge and ability, confirm that:

a) In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors 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 and loss of the company for that period;

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 have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively;

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

SECRETARIAL STANDARDS

Your Company has complied with the applicable provisions of Secretarial Standard 1 on Meetings of the Board of Directors and Secretarial Standard 2 on General Meetings during the Financial Year 2023-24.

AUDITORS AND AUDIT REPORTS

Statutory Auditors

The Board of Directors at its meeting held on June 24, 2023 and the Shareholders at the Annual General Meeting (AGM) held on July 24, 2023 considering the experience and expertise and on the recommendation of the Audit Committee approved the re-appointment of Chartered

Accountants (Firm Registration Number: 100990W) as the Statutory Auditors of the Company for 5 (five) consecutive years i.e. from the conclusion of 10th AGM till the conclusion of the 15th AGM of the Company to be held in the year 2028.

The Statutory Auditors of the Company have issued Audit Reports on the Annual Financial Statement of the Company with unmodified opinion. There were no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors in their reports on Annual Financial Statements.

The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are self-explanatory and therefore, do not require further explanation.

Secretarial Auditors

FCS Reeptika Barmera, Practising Company Secretary (C.P. No. 16551, FCS Membership No. 11280) have carried out the Secretarial Audit for the financial year ended March 31, 2024. The Secretarial Audit Report for the Financial Year 2023-24 does not contain any qualification, reservation and is annexed herewith as Annexure - I and forms part of this Report. Auditors have included one of the remark - regarding the SDD non compliance during the initial phase of the company after getting litsed on the stock exchange.

Management response- In the initial phase the management was in the process of evaluating system solutions available to identify a sustainable database to ensure full compliance of this regulatory requirement. The Company has started maintaining the Structured Digital Database (SDD) from Q3 FY 2023-24 in the SDD software. After the proper installation of the software, suggestions of improvement requirements by BSE were successfully implemented.

On the recommendation of the Audit Committee, the Board has re-appointed FCS Reeptika Barmera, Practising Company Secretary (C.P. No. 16551, FCS Membership No. 11280) as Secretarial Auditors of the Company for the FY 2024-25, as required under Section 204 of the Act and Rules thereunder.

Cost Auditors

The Company has maintained cost accounts and records as specified by the Central Government under sub-section (1) of Section 148 of the Act. M/s Rajendra Singh Bhati & Co., Cost Accountants have audited the Cost Records of the Company, for the Financial Year 2023-24, with respect to Construction of Roads and submitted the Cost Audit Report for the Financial Year ended 31^st March 2024.

Further, M/s Rajendra Singh Bhati & Co., Cost Accountants (Membership No. 33509/ FRN: 101983) have been re-appointed as Cost Auditors of the Company for Conducting Cost audit for Financial Year 2024-25 and the remuneration proposed to be paid to the Cost Auditor is

subject to ratification by the members of the Company at the ensuing Annual General Meeting.

Internal Auditors

The Board has appointed M/s. R.G. Maheshwary & Co. CA Firm, (Firm Registration No. 012124C) as Internal Auditors for conducting Internal Audit for the Financial Year 2023-24. The observations and suggestions of the Internal Auditors were reviewed and necessary corrective/ preventive actions were taken in consultation with the Audit Committee.

On the recommendation of the Audit Committee, the Board has re-appointed M/s. R.G. Maheshwary & Co. CA Firm, (Firm Registration No. 012124C), as Internal Auditors of the Company for the Financial Year 2024-25.

Reporting of Fraud

During the financial year 2023-24, none of the Auditors of the Company have reported any instances of fraud committed as specified under section 143(12) of the Act.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has duly constituted CSR Committee which is responsible for fulfilling the CSR objectives of the Company. The composition of CSR committee and the other details of the CSR Committee including number & dates of meetings of Committee held during the FY 2023-24 and attendance thereat are given in the “Report on Corporate Governance”, forming part of this Report.

The Company has spent H 13.10 millions towards CSR expenditure for the financial year. The Board of Directors have adopted a CSR policy which is in line with the provisions of the Act. The CSR Policy of the Company lays down the philosophy and approach of the Company towards its CSR commitment. the Annual

Report on CSR activities undertaken during the year as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) are set out in Annexure II of this report.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules framed there under and Regulation 22 of SEBI Listing Regulations, your company has established a mechanism (whistle blower policy) through which all stake holders can report the suspected frauds and genuine grievances to the appropriate authority.

Further details of the Vigil Mechanism/ Whistle Blower Policy of the Company are provided in the Report on Corporate Governance, forming part of this report. The Whistle Blower Policy is hosted on the Company’s website

at https://www.vprp.co.in/images/policy/WHISTLE%20 BLOWER%20POLICY.pdf .

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Board of the Company have adopted various policies viz Policy For Determining Material Litigations, Group Companies and Creditors, Policy on Determination of Materiality of Events or Information, Vigil Mechanism/Whistle Blower Policy, Policy on Related Party Transactions, Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives, Internal Prevention of Sexual Harassment (Posh) Policy, Policy on Corporate Social Responsibility Policy, Nomination and Remuneration Policy, Dividend Distribution Policy and other policies and procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. The Company has a management information system, which is an integral part of the control mechanism. Further, the Company has adopted accounting policies, which are in line with the Accounting Standards and the Act.

RISK MANAGEMENT FRAMEWORK

Your Company has been regular in ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Board of Directors of your Company has constituted Risk Management Committee in accordance with Regulation 21 of the listing regulations. The terms of reference of Risk Management Committee are in accordance with Para C of Part D of Schedule II of the listing regulations. The details relating to the composition and terms of reference are given in Corporate Governance Report forming part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year 2023-24 with related parties were in accordance with the policy of the Company on Related Party Transactions, were in its ordinary course of business and on an arm’s length basis and also prior approved by the Audit Committee. The Policy on Related Party Transactions is hosted on the website of the Company at https://www.vprp.co.in/images/policy/POLICY%20 ON%20RELATED%20PARTY%20TRANSACTIONS.pdf .

The details of the Related Party Transactions are set out in the Note-41 to Financial Statements forming part of this Annual Report. Further, during the year, your Company had not entered into any contract / arrangement / transaction with related parties which could be considered material or which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

The directors would like to place on record their sincere appreciation for the contributions made by employees of the Company at all levels. None of the employees of your Company had drawn, for the financial year 2023-24, remuneration in excess of limits prescribed by provision of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and therefore the disclosure under this provision is not required.

The ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure - III and forms part of this Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance towards sexual harassment and is committed to provide a safe environment for all the employees. Your Company also has adopted an “Internal Posh Policy” on prevention, prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under which is also hosted on Company’s website at https://www.vprp.co.in/images/ policy/INTERNAL%20POSH%20POLICY.pdf .

Your Company has duly constituted Internal Complaint Committee as required under the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details regarding the number of complaints received, disposed and pending during the Financial Year 2023-24, pertaining to incidents under the framework/ law are as follows:

Particulars	Number
Number of complaints pending at the beginning of the financial year	Nil
Number of complaints received during the financial year	Nil
Number of complaints disposed off during the financial year	Nil
Number of complaints those remaining unresolved at the end of the financial year	Nil

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no earning and expenditure in the foreign currency.

Since the Company does not have any manufacturing activities, the other particulars required to be provided in terms of Section 134(3) (m) of the Companies Act, 2013 are not applicable.

DEPOSITS

Your company has not accepted any deposits from public and hence no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet. Further, the details of money accepted form the Directors of the Company (under the proviso to Rule 2(1)(c)(viii) of Companies (Acceptance of Deposit) Rules, 2014:

(H in millions)
Name of Director	Accepted during the year
Vishnu Prakash Punglia	15.50
Manohar Lal Punglia	49.00
Sanjay Kumar Punglia	34.30
Kamal Kishor Pungalia	33.00
Ajay Pungalia	52.60

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments as required by the provisions of Section 186 of the Act and the rules made thereunder are set out in the Note-8 to the Standalone Financial Statements of the Company. Your Company falls within scope of the definition “Infrastructure Company” as provided by the Companies Act, 2013. Accordingly, the Company is exempted from the provisions of Section 186(2) to 186(10) of the Act with regards to Loans, Guarantees and Investments.

ANNUAL RETURN

In accordance with the provisions of Section 134 read with Section 92(3) of the Act, the Draft Annual Return

as on March 31, 2024 is available on the website of the Company and can be viewed at https://www.vprp.co.in/ images/annual report/14MGT-7.pdf

GENERAL DISCLOSURES

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

a) No application has been made under the Insolvency and Bankruptcy Code, hence the requirement to disclose the details of the application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

b) The Company has not entered into any onetime settlement with any Bank or Financial Institutions, hence disclosure under rule (8)(5)(xii) of Companies (Accounts) Rules 2014 is not applicable.

c) There was no revision of financial statements and the Board’s Report of the Company during the year under review;

APPRECIATION AND ACKNOWLEDGEMNET

Your Company has been able to perform better with the continuous improvement in all functions and areas which coupled with an efficient utilisation of the Company’s resources led to sustainable and profitable growth of the Organization. Your directors take this opportunity to thank all the government and regulatory authorities including National Highways Authority of India, Ministry of Road Transport & Highways, Public Works Departments, Ministry of Railways and financial institutions, banks, JV partners, consortium partners, customers, vendors, suppliers, sub-contractors and members and all other stakeholders for their valuable continuous support.

The Board of Directors also expresses their deep sense of appreciation and extend their sincere thanks to every employee and associates for their dedicated and sustained contribution.