V.L.Infraprojects Ltd Directors Report

FINANCIAL REPORT

Dear Members

The Board of Directors takes great pleasure in presenting the Eleventh Annual Report of your Companys business and operations along with the audited financial statements and the Auditors report of the Company for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE:

The Financial Statements of the Company have been prepared in accordance with the Accounting Standards (AS) notified under Section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of the (Companies Accounts) Rules, 2014.

During the year your company showed an impressive growth with total revenue from operations increased by Rs. 710.56 lakhs for the FY 2024-25 to Rs. 12103.72 lakhs as compared to Rs. 11393.16 lakhs during the FY 2023-24. The Profit after Tax likewise also showed unprecedented growth of 14.90% reaching a figure of Rs. 701.79 lakhs as compared to Rs. 610.80 lakhs for the FY 2023-24. We are confident that the company will continue this growth trajectory even in the future.

The Financial Results of the Company for the financial year ended March 31, 2025 are as follows:-

(Rs. In Lakhs)

Particulars	Year 2024-2025	Year 2023-2024
Revenue from Operations	12103.72	11393.16
Other Income	18.41	6.89
Total Income	12,122.13	11,400.05
Total Expenses	11,114.81	10,551.88
Profit / (Loss) before Taxation	1007.32	848.17
Tax Expenses
- Current tax	247.89	239.86
- Income tax earlier years	17.17	-
- Deferred tax	40.47	(2.49)
Profit / (Loss) after Taxation	701.79	610.80

SHARE CAPITAL:

Authorised share capital:

The authorised share capital of the company as on March 31, 2025 is Rs. 17,00,00,000/- (Rupees Seventeen Crore Only) divided into 1,70,00,000 (One Crore Seventy Lakh) Equity Shares of Rs. 10/- each.

Issued, Subscribed & Paid-up Capital:

The paid-up share capital of the company as on March 31, 2025 is Rs. 15,71,25,000/- (Fifteen Crore Seventy One Lakh Twenty Five Thousand Only) divided into 1,57,12,500 (One Crore Fifty Seven Lakh Twelve Thousand Five Hundred) Equity Shares of Rs. 10/- each.

During the year under review, paid up capital of the company increase from Rs. 11,30,25,000/- (Eleven Crore Thirty Lakh

Twenty Five Thousand Only) to Rs. 15,71,25,000/- (Fifteen Crore Seventy One Lakh Twenty Five Thousand Only) pursuant to the IPO- initial Public Offer in the month of July, 2024.

INITIAL PUBLIC OFFERING (IPO):

Your Directors are glad to inform you that, your company has entered into the securities market through Initial Public Offering (IPO). The Public Issue comprised of fresh issue of 44,10,000 equity shares of Rs.10/- each at a premium of Rs.32/- per share aggregating to Rs.1852.20 lakhs.

The equity shares of the Company are listed on SME platform of NSE (NSE EMERGE PLATFORM) and are regularly traded on the exchange w.e.f. 30.07.2024. The Company has paid the annual listing fees for the year 2024-25.

ANNUAL REPORT 2024-25

UTILIZATION OF IPO PROCEEDS:

The Company raised funds of Rs.1852.20 Lakhs through Initial Public Offering (IPO). As on 31st March, 2025, the proceeds have been utilized as per details given below.

Sr No.	Original Object of issue	Amount proposed to be utilised (Rs. In Lakhs)	Actual amount utilized (Rs. In Lakhs)	Unutilized Amount	Amount of Deviation/ Variation for the quarter according to applicable object
1.	Meet Working Capital Requirements	1,480.00	1,480.00	-	-
2.	General Corporate Purpose	168.60	168.60	-	-
3.	Issue related expenses	203.60	203.60	-	-

STATUS OF SHARES:

As the members are aware, the companys shares are compulsorily tradable in electronic form. As on March 31, 2025, 100% of the companys total paid up capital representing 1,57,12,500 shares are in de-materialized form.

OTHER SHARES:

Apart from the equity shares as stated above, the company has not issued any other class of shares i.e. equity shares with differential rights, sweat equity shares, employee stock options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 62 of the companies Act 2013 respectively.

DIVIDEND & RESERVES:

During the financial year under review, in order to conserve the resources, the Board has not recommended any dividend whether final or special, to the shareholders of the Company.

Further the Company has not transferred any amount to reserves during the year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend during the financial year under review, the Company is not required to transfer any amount to the Investor Education and protection fund as required under the provision of Section 125 of the Companies Act, 2013.

STATE OF THE COMPANYS AFFAIRS:

The state of the Company affairs forms an integral part of Management Discussion and Analysis Report which is annexed as "Annexure-I" to the report.

CHANGE IN THE NATURE OF THE COMPANY:

There were no changes in the nature of the business of the Company during the financial year under review.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, your company has no subsidiaries, joint ventures or associate companies.

However, company has form project-specific joint ventures and consortiums with other entities in the infrastructure and construction business such as H.M. Electro mech Limited Ahmedabad, The Spunpipe and Construction Company (Baroda) Private Limited and Krishna Construction Co., Partnership Firm. For instance, when a project stipulates certain specific eligibility requirements such as type of experience and expertise, your Company bid for such projects through joint venture entities formed for being eligible to bid for such specific projects. These Joint Venture arrangements are Operational in nature.

DEPOSITS:

During the year under review, your Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits in compliance with Chapter V of the Act is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Particulars of loans given, investments made and guarantee or security provided by the Company, if any during the year under review are as mentioned in the notes forming part of the Financial Statements.

ANNUAL RETURN:

The Annual Return in Form MGT-7 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as on March 31, 2025 is available on the Companys website on www. vlil.in.

DIRECTORS & KEY MANAGEMENT PERSONNEL:

Composition of Board & Board Meetings:

Our board compromises of a group of Executive Directors and Non-Executive (Independent Directors) Directors. As on March 31, 2025, the Company has Six Directors. Out of the Six Directors, three are Executive Directors and three are Non-Executive, Independent Directors. The composition of the Board is in conformity with the provisions of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations.

As on date of this report the Board Comprise of the following:

NAME OF THE DIRECTOR	DESIGNATION	DIN
Mr. Rajagopal Reddy Annamreddy	Chairman, CEO & Managing Director	07039573
Mrs. Mydhili Rajagopal Reddy	Whole-Time Director	07039579
Mr. Nageswara Rao Repuri	Whole-Time Director & CFO	09121019
Mr. Mallikarjuna Katta	Independent Director	10212802
Mr. Kamleshkumar Kantilal Wakharia	Independent Director	10212799
Mr. Venkata Ramakrishna Akella	Independent Director	10212750

The Board of Directors of the Company met 18 times

during the financial year ended March 31, 2025. The details

Date of Board Meeting	TOTAL STRENGTH OF THE BOARD	NO. OF DIRECTORS PRESENT
15/04/2024	6	6
06/05/2024	6	6
31/05/2024	6	6
26/06/2024	6	6
01/07/2024	6	6
13/07/2024	6	6
15/07/2024	6	6
22/07/2024	6	6
25/07/2024	6	6
26/07/2024	6	6
30/08/2024	6	6
07/10/2024	6	6
12/11/2024	6	6
20/11/2024	6	6
28/11/2024	6	6
24/12/2024	6	6
15/02/2025	6	6
28/03/2025	6	6
Total No. of Meetings attended	18/18	18/18

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. Every Director currently on the Board of the Company has personally attended at least one Board / Committee of Directors Meeting in the financial year 2024-25. All the information required to be furnished to the Board was made available along with a detailed Agenda.

As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors without the attendance of Non-Independent Directors was held on 15th February, 2025 to discuss the agenda items as required under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors reviewed the performance of non-independent directors and the Board as whole, reviewed the performance of the Chairman of the Company taking into account the views of executive and non-executive directors and assessed the quality, quantity and timeliness flow of information between the Company Management and the Board that is necessary for the Board

of the dates of the Board Meetings and number of meetings attended by each of the Directors are as follows:

to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions.

The Board meets at least once in every half year to review half yearly performance, business operations, general affairs of the Company and considering approval of financial results. The agenda along with notice of each meeting in writing is circulated in advance to the Board Members. The Board is also free to recommend the inclusion of any method for discussion and consideration in consultation with the Chairman. The information as specified in Schedule II of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is regularly made available to the Board.

The minutes of the meeting of Board and its Committees are captured in accordance with the provisions of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 and Secretarial Standards in respect of Board Meeting and also circulated in advance to all Directors and Members of the Committee and confirmed at subsequent meeting. During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to Meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings) issued by the Institute of the Company Secretaries of India.

Appointments:

During the year 2024-25, No Director was appointed on the Board of the Company.

Cessations:

During the year under review, none of the Directors resigned or ceased to become director.

RETIREMENT BY ROTATION:

In accordance with the provisions of the Companies Act 2013 and Companys Articles of Association, Mrs. Mydhili Rajagopal Reddy (DIN: 07039579), retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her re- appointment.

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Director retiring and seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening the Annual General Meeting.

KEY MANAGERIAL PERSONNEL:

As on the date of this report, the following are the Key Managerial Personnel(s) of the Company:

SR. NO.	NAME	DESIGNATION
1.	Mr. Rajagopal Reddy Annamreddy	Chairman, CEO & Managing Director
2.	Mrs. Mydhili Rajagopal Reddy	Whole-Time Director
3.	Mr. Nageswara Rao Repuri	Whole-Time Director & CFO
4.	Ms. Anjali Mukeshbhai Samani	Company Secretary & Compliance Officer

DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has three Independent Directors as on the date of this report and all the Independent Directors of the Company have given declarations stating that they meet the criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013 read with the rules made there under and read with Regulation 16(1)(b) of the Listing Regulations and in the opinion of the Board, the Independent Directors meet the said criteria and are Independent of the management of the Company. Further, the Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience (including the proficiency) and expertise in their respective fields and that they hold highest standards of integrity. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be anticipated that could impair or impact their ability to discharge their duties.

COMMITTEES OF THE BOARD:

As Company is listed on SME Platform of National Stock Exchange of India Limited, it is required to constitute various committees as per applicable provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

In compliance with the requirement of applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company has constituted following Committees of the Board.

• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee

Audit Committee:

The Audit Committee is duly constituted in accordance with SEBI (LODR) Regulations 2015 and Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015. During the year under review, the Committee met Six

(6) times.

The Company Secretary acts as Secretary to the Audit Committee and no personnel has been denied access to the Audit Committee. The composition of the Committee and details of members attendance at the Audit committee meeting during the year are given below.

Date	Name of Director
	Mr. Mallikarjuna Katta (Chairman)	Mr. Rajagopal Reddy Annamreddy (Member)	Mr. Venkata Ramakrishna Akella (Member)
15/04/2024	?	?	?
01/07/2024	?	?	?
13/07/2024	?	?	?
30/08/2024	?	?	?
12/11/2024	?	?	?
15/02/2025	?	?	?

Two third of the members are Independent Directors and all the members are financially literate. The composition, role, functions and powers of the Audit Committee are in line with the requirements of applicable laws and regulations. The Audit Committee oversee financial reporting process and disclosures, review financial statements, internal audit reports, related party transactions, financial and risk management policies, auditors qualifications, compliance with Accounting Standards etc. and oversee compliance with Stock Exchanges and legal requirements concerning financial statements and fixation of audit fee as well as payment for other services etc.

Nomination And Remuneration Committee:

The Nomination and Remuneration Committee is constituted in accordance with SEBI (LODR) Regulations 2015 and Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. The Company Secretary acts as the Secretary to the committee

and during the year under review, the Committee met Two

(2) times. The composition of the Committee and details of members attendance at the committee meeting during the year are given below:

Date	Name of Director
	Mr. Mallikarjuna Katta (Chairman)	Mr. Kamleshkumar Kantilal Wakharia (Member)	Mr. Venkata Ramakrishna Akella (Member)
15/04/2024	?	?	?
30/08/2024	?	?	?

The Board has in accordance with the provisions of sub- section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees.

The Policy has been placed on the Website of the Company at www.vlil.in and the same is also attached as "Annexure VI" to this report.

Stakeholders Relationship Committee:

The Stakeholders Relationship Committee is constituted in compliance with the requirements of Section 178 of the Companies Act, 2013. Company Secretary is the Compliance Officer, who acts as the Secretary to the Committee. During the year under review, Stakeholders Relationship Committee met 1 (One) time. The composition of the Committee and the details of meetings attended by its members are given below:

Date	Name of Director
	Mr. Mallikarjuna Katta (Chairman)	Mr. Kamleshkumar Kantilalwakharia (Member)	Mr. Venkata Ramakrishnaakella (Member)
12/11/2024	?	?	?

During the year, the Company has not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2025.

GENERAL MEETINGS:

The 10th Annual General Meeting (AGM) of the Company was held on Monday, 30th day of September 2024 at 01.30 PM IST. All the filings and requirements were made within the due timelines with respect to the 10th AGM.

There were no Extra-Ordinary General Meetings held during the year under review.

DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013

i.e. in Form MBP 1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed the Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports etc.

Whistle blower policy is disclosed on the website of the Company at www.vlil.in.

The following is a summary of Protected Disclosures received and disposed off during the year 2024-25:

No. of Protected Disclosures received: NIL No of Protected Disclosures disposed off: NIL

The Audit Committee oversee the Vigil Mechanism of the Company.

The employees of the Company have the right to report their concern/grievance to the Audit Committee constituted by the Board of Directors to oversee the Vigil mechanism.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Clause

• of Sub-Section (3) of Section 134 of the Companies Act, 2013, which states that:
• in the preparation of the annual financial statements

for the year ended March 31, 2025, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

• for the financial year ended March 31, 2025, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the profit of the Company for the year under review.
• that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
• the annual financial statements have been prepared on a going concern basis.
• proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively; and
• that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 read with the rules thereof and the SEBI (LODR) Regulations, 2015, the Board has carried out the evaluation of annual performance of its own, the Directors individually as well as the evaluation of the working of its Committees on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance. The board was satisfied with the performance evaluation done of the directors.

In pursuant to Regulation 17(10) of the SEBI (LODR) Regulations, 2015, the evaluation of Independent Directors was done by the entire Board of Directors which includes:

• Performance of the Directors and

• Fulfilment of the Independence criteria as specified in the regulations and their independence from the management.

The Independent Directors are satisfied with the outcome of evaluation.

INDEPENDENT DIRECTORS

Qualifications of Independent Director.

An Independent director shall possess appropriate skills, qualifications, experience and knowledge in one or more fields of finance, law, management, marketing, administration, corporate governance, operations or other disciplines related to the Companys business.

Positive attributes of Independent Directors.

An independent director shall be a person of integrity, who possesses knowledge, qualifications, experience, expertise in any specific area of business, integrity, level of independence from the Board and the Company etc. Independent Directors are appointed on the basis of requirement of the Company, qualifications & experience, expertise in any area of business, association with the Company etc. He / She should also devote sufficient time to his/her professional obligations for informed and balanced decision making; and assist the Company in implementing the best corporate governance practices.

Independence of Independent Directors.

An Independent director should meet the requirements of Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and give declaration to the Board of Directors for the same every year.

OTHER DIRECTORS AND SENIOR MANAGEMENT

The Nomination and Remuneration Committee shall identify and ascertain the qualifications, expertise and experience of the person for appointment as Director or at Senior Management level and recommend to the Board for his / her appointment.

The Company shall not appoint or continue the

employment of any person as Whole-time Director or Senior Management Personnel if the evaluation of his / her performance is not satisfactory.

CHANGES IN CAPITAL STRUCTURE:

During the year under review, your company has allotted 44,10,000 equity shares of Rs.10/- each at a premium of Rs.32/- per share by way of Initial Public Offering (IPO). Therefore, the paid up share capital of the company has been increased from Rs. 11,30,25,000/- to Rs. 15,71,25,000/-.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter alongwith necessary documents, reports and internal policies to enable them to familiarize with the Companys Procedures and practices. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Agricultural Industry as a Whole and business model. The details of such familiarization programmes imparted to Independent Directors can be accessed on the website of the Company at www.vlil.in.

REMUNERATION POLICY:

This Nomination and Remuneration Policy ("Policy") provides the framework and key guiding principles to be followed in for appointment and determination of remuneration of Directors, Key Managerial Personnel and Senior management personnel.

This Policy is to establish and govern the procedure applicable:

• To evaluate the performance of the members of the Board.
• To ensure remuneration to Directors, KMP and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

Pursuant to the requirements of Section 134 and 178 of the Companies Act, 2013, read with the relevant Rules framed thereunder, the policy on appointment of Board Members and policy on remuneration of the Directors, KMPs and Senior Management is attached as per ‘Annexure – VI to this Report and is posted on the website of your Company.

MANAGERIAL REMUNERATION AND EMPLOYEES:

Details required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are enclosed separate as an ‘Annexure-III.

Details of employees required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as a separate Annexure, however it is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013 and rules made there under. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

Company has not sanctioned loan to any of its employees for purchase of Companys shares under any scheme.

CORPORATE GOVERNANCE:

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is not applicable to the Company listed on the SME platform (NSE-emerge) of NSE. 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.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Management and Discussion Analysis Report forms an integral part of this Report and the same is annexed as an ‘Annexure I to this report.

AUDITORS:

Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules thereof, M/s. Pary & Co, Charted

Accountants, (Firm Registration No.: 007288C), Hyderabad have been appointed as Statutory Auditors of the Company for a period of five years, who shall hold office till the conclusion of the Annual general Meeting to be held for the financial year ending on 31st March, 2029. The present statutory auditors of the Company will continue to act as statutory auditor till the expiry of their present term.

There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report.

Cost Auditors:

The Company has appointed M/s. PKR & Associates LLP (Firm Registration No. ROC: AAB-7156, ICAI:000698), Practicing Cost Accountants as Cost Auditors for conducting cost audit for the year 2025-26.

As required by the Companies Act, 2013 the remuneration payable to the Cost Auditor is required to be placed before the members in General Meeting for their ratification. Accordingly, necessary resolution seeking ratification of remuneration payable to cost auditor is included in the notice convening the Annual General Meeting.

The Directors of the Company to the best of their knowledge and belief state that the Company has maintained adequate Cost records as required to be maintained by the Company under the provisions of Section 148 of the Companies Act, 2013 read with the relevant Rules framed thereunder.

Reporting of frauds by Auditors:

During the financial year under review, the Auditors have not reported to the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would be required to be mentioned in the Directors Report.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Punit S. Lath to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - V" to this Report.

There are no qualifications or reservations or adverse remarks or disclaimers given by Secretarial Auditors of the Company.

Internal Auditors:

During the year under the preview, as per section 138 of the Companies Act, 2013 & Rules framed thereunder and based on recommendation of the Audit Committee of your Company, the Board of Directors of your Company has appointed M/s. Srinivasa Rao K & Co, Chartered Accountants, Hyderabad as Internal Auditor of the Company for the financial year 2024-25.

The Internal Audit Reports for Financial Year ended 31st March 2025 does not contain any qualification, reservation or adverse remarks.

CORPORATE SOCIAL RESPONSIBILITY:

The details about the initiatives taken by the Company on CSR activities during the year under review as per the Companies (Corporate Social Responsibility) Rules, 2014 have been disclosed in "Annexure IV" to this Report.

PROCEEDINGS INITIATED/PENDING AGAINST THE COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not Applicable

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

OTHER DISCLOSURE:

During the financial year under review pursuant to a suo moto application made by the Company, Registrar of Companies, Gujarat, Dadra & Nagar Haveli has imposed monetary penalty of Rs. 29,00,000 (Rupees Twenty-Nine Lakh Only) for violation under section 42 of the Companies Act, 2013 in the year 2016 vide Order no ROC-GJ/ADJ. ORDER/64(1)/UNIPHOS ENVIROTRONIC/Sec.454/2023-

24/08 August, 2024/1820 and Rs. 31,00,000 (Rupees Thirty-One Lakh Only) for violation under section 42 of the Companies Act, 2013 in the year 2017 vide order number ROC-GJ/ADJ.ORDER/64(1)/UNIPHOS ENVIROTRONIC/ Sec.454/2023-24/ 08 August, 2024/ 1823.

Pursuant to Section 454(6) of the Companies Act, 2013, the Company has filed appeals against both orders before the Regional Director. The matters are currently pending adjudication.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year under review with related parties were in its ordinary course of business and on an arms length basis.

There were no materially significant Related Party Transactions entered into by the Company during the year that required shareholders approval under Regulation 23 of the Listing Regulations. Prior approval from the Audit Committee is obtained for transactions which are repetitive in nature. Further, disclosures are made to the Committee from time to time at reasonable interval.

The Company presents all related party transactions before the Board specifying the nature, value and terms and conditions of the transaction. Transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority.

During the financials year under review, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material and which is 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 (Accounts) Rules, 2014.

Members may refer Note 26 to the Financial Statement which sets out related party disclosures pursuant to the Accounting Standard 18.

The Company has framed a policy on RPTs for the purpose of identification, approval and monitoring of such transactions. The policy on Related Party Transactions is hosted on the Companys website at www.vlil.in.

INSURANCE:

All Insurable interests of the Company including Buildings, Plant & Machinery, Furniture & Fixtures, Inventories and other insurable interests are adequately insured.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as "Annexure-II".

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has in place, a mechanism to identify, access, monitor and mitigate various risks towards the key business objectives of the Company. Major risk identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. The risk management system is designed to safeguard the organization from various risks through adequate and timely action. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business.

The Risk Management system is also overseen by the Audit Committee / Board of Directors of the Company on a continuous basis. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place a Policy against Sexual Harassment at workplace in line with the requirement of

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committees have been set up to redress complaints received regarding sexual harassment. The Company has not received any complaints during the year under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal Act, 2013.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has an effective internal control system commensurate with the size, scale and complexity of its business operations which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.

The Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting was observed.

WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Company is maintaining a functional website "www.vlil.in" containing information about the Company. The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

HUMAN RESOURCE:

The company considers its Human Resources as the key to achieve its objectives. Keeping this in view, the company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the companys vision. The company appreciates the spirit of its dedicated employees.

SECRETARIAL STANDARDS:

The Board of Directors of the Company confirms to the best of their knowledge and belief that the Company has complied with the applicable provisions of the Secretarial

Standards issued by the Institute of Company Secretaries of India as amended from time to time and made applicable by the Ministry of Corporate Affairs during the year under review.

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

During the year under review, no women employees availed maternity leave. The Company also provides flexible working arrangements and nursing breaks to support employees in balancing work and family responsibilities.

APPRECIATION AND ACKNOWLEDGEMENTS:

Your directors express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and cooperation extended by them.

Your directors gratefully acknowledge the ongoing co- operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and Registrar of Companies, Gujarat and other Regulatory Bodies.

In concluding this report, your Directors acknowledge with gratitude the confidence, which the shareholders have reposed in them.

Registered Office:

716, Shivalik Satyamev, Nr. Vakil Saheb Bridge, Bopal, Ahmedabad, Gujarat, India, 380058

Date: September 02, 2025 Place: Ahmedabad

For and on behalf of Board of Directors V.L.INFRAPROJECTS LIMITED

(Formerly Known as V.L.Infraprojects Private Limited)

CIN: L45200GJ2014PLC081602

Mr. Rajagopal Reddy Annam Reddy

Managing Director DIN: 07039573

Mrs. Mydhili Rajagopal Reddy

Whole Time Director DIN: 07039579