V R Infraspace Ltd Directors Report

To The Members,

V R Infraspace Limited

Your Directors have pleasure in presenting the 10th Annual Report of the Company on the business and operations of the

Company, together with the Audited Financial Statements for the year ended March 31, 2025.

FINANCIAL RESULTS

The Companys performance during the financial year ended March 31, 2025 as compared to the previous financial year is summarized below:

(Rs. in Lakh)

	Consolidated		Standalone
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from operations	3165.55	1900.38	65.76	1126.83
Other Income	133.85	6.47	132.71	33.08
Total Income	3299.40	1906.85	790.06	1159.91
Expenses	2871.66	1588.36	656.86	890.42
Profit before share of profit of associate companies	1.30	19.27	-	-
Profit before tax	424.43	337.10	131.25	288.10
Tax expenses	123.72	99.16	40.64	75.16
Minority Interest in (Profit)/losses	100.76	25.30	-	-
Profit/Loss for the period after taxes & Minority Interest adjustment	201.25	239.31	90.61	212.94

Note:

1. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report.

2. Previous year figures have been regrouped/re-arranged wherever necessary.

3. There has been no change in nature of business of your Company.

NATURE OF BUSINESS

The Company is primarily engaged in the activities of Real Estate and infrastructure development. The Company develops residential, commercial, hospitality, retail and social infrastructure projects. There was no change in nature of the business of the Company, during the year under review.

FINANCIAL PERFORMANCE

Consolidated Financials

During the year under review, your Companys consolidated total revenue stood at Rs. 3,165.55 lakh as compared to Rs. 1,900.38 lakh in the previous year, representing an increase of 66.53%. Profit before tax stood at Rs. 424.43 lakh for the year under review as compared to Rs. 337.10 lakh in the previous year, representing an increase of 25.90%.

Standalone Financials

During the year under review, the total revenue stood at Rs. 1,126.83 lakh as compared to Rs. 1,790.29 lakh in the previous year, reflecting a decline of 37.06%. Despite the decrease in revenue, profit before tax improved by 10.70% to Rs. 288.10 lakh from Rs. 260.29 lakh in the previous year, driven by effective cost management and operational efficiencies.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

A statement containing the salient features of the financial statements of subsidiary/associate/joint venture companies, as per Section 129(3) of the Act, is part of the consolidate financial statements.

During the year under review:

1. On January 27, 2025, your Company acquired a 70% stake in M/s. Tradio Exim Private Limited, making it a subsidiary of the Company.

2. On January 27, 2025, your Company acquired a 70% stake in M/s. Daxon Industries Private Limited, making it a subsidiary of the Company.

Our subsidiary and associates stood as under:

Name	Nature	% of stake
1 Daxon Realty Limited	Subsidiary Company	51%
2 Nirman Group	Associate Firm	32%
3 Tradio Exim Private Limited	Subsidiary Company	70%
4 Daxon Industries Private Limited	Subsidiary Company	70%

TRANSFER TO RESERVES

As permitted under the Act, the Board does not propose to transfer any amount to General Reserves. The closing balance of the retained earnings of your Company for the financial year 2024-25, after all appropriations and adjustments, was Rs. 803.99 lakhs.

DIVIDEND

The Board has not recommended any dividend for the financial year ended March 31, 2025, with the objective of retaining earnings to fund ongoing and upcoming projects, thereby supporting long-term value creation for shareholders.

DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

PREVENTION OF INSIDER TRADING

Pursuant to the provision of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 and amendments thereto, the company has in place a code of conduct to regulate, monitor and report trading by insider for prohibition of Insider trading in the shares of the Company. The code inter alia prohibits purchase/ sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when trading window is close. The company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and said code is available on the website of the Company www.vrinfraspace.in.

DISCLOSURE W.R.T. MATERIAL CHANGES AND

COMMITMENTS

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position, have occurred between the end of the financial year of the Company and date of this report.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of the Companys business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any

Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future. There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, the Company has not entered into any contracts, arrangements, or transactions with related parties which fall under the scope of Section 188(1) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186

During the year, the Company has provided loans, guarantees and made investments under Section 186 of the Companies Act, 2013. Kindly refer the financial statements for the loans, guarantees and investments given/made by the Company as on March 31, 2025.

CHANGES IN SHARE CAPITAL STRUCTURE OF THE COMPANY

Authorized Capital and Changes thereon, if any.

The Authorised Capital of the Company is Rs. 10,00,00,000 (Rupees Ten Crore) divided into 1,00,00,000 (One Crore) equity shares of Rs. 10/- (Rupees Ten Only) each. There has been no change in the Authorised Capital of the Company during the financial year under review.

Initial Public Offering (IPO) & Listing

There was no Initial Public Offering or any change in the listing status during the financial year under review.

The equity shares of the Company continue to remain listed on the SME Platform of the National Stock Exchange of India Limited (security ID/symbol of VR). The ISIN for equity shares is INE0QQM01017.

The Company confirms that the annual listing fees to the stock exchange for the financial year 2025-26 have been paid.

Disclosure relating to Equity Shares with Differential Rights

DIRECTORS REPORT

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure relating to Sweat Equity Shares

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure relating to Employee Stock Option Scheme and

Employee Stock Purchase Scheme

During the year under review there were no instances of grant, vest, exercise, or lapse/ cancellation of employee stock option scheme under the Employee Stock Option Scheme of the Company. Also, as at the beginning of the year, there were no outstanding options granted. Hence, no disclosure in terms of Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations, 2014 are required.

Disclosure in Respect of Voting Rights Not Directly

Exercised by Employees

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

MATTERS RELATED TO DIRECTORS AND KEY

MANAGERIAL PERSONNEL

Board of Directors and Key Managerial Personnel

At the last Annual General Meeting held on September 26, 2024, Mr. Jatin Shah who was liable to retire by rotation, and being eligible was reappointed as a Director of the Company.

Mr. Jatin Shah is liable to retire by rotation at the ensuing Annual General Meeting in terms of Section 152, and has offered himself for reappointment.

The resolution for the above reappointment of Director is incorporated in the Notice of the ensuing Annual General Meeting.

Save and except the above, there was no change in the composition of Board of Directors and the Key Managerial Personnel during the year under review.

In the opinion of the Board, all the Directors possess the requisite qualifications, experience, and expertise and hold high standards of integrity.

Declarations by Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

All those Independent Directors who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have passed such test.

DISCLOSURE RELATED TO BOARD, COMMITTEES AND

POLICIES

Board Meetings

The Board of Directors met five (5) times during the financial year ended March 31, 2025 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time.

Additionally, on February 10, 2025, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2025, the Board of Directors hereby confirms that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures, wherever applicable;

(b) such accounting policies have been selected and applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profits of the Company for the year ended on that date;

(c) proper and sufficient care was 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;

(d) the annual accounts of the Company have been prepared on a going concern basis;

(e) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

Audit Committee

In compliance with the requirements of Section 177 of the Companies Act, 2013, the Company has formed an Audit committee. The Constitution, composition and functioning of the Audit Committee also meets with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors, and compliance of various regulations. The Committee also reviews the financial statements before they are placed before the Board. During the financial year 2024-25, all the recommendations of Audit Committee have been accepted by the Board of Directors of the Company.

The Composition of the Audit Committee is as under:

Name	Status in Committee	Designation
Ankit Kansara	Chairman	Independent Director
Kevin Khoyani	Member	Independent Director
Vipul Rupareliya	Member	Managing Director

Nomination and Remuneration Committee

In compliance with the requirements of Section 178 of the Companies Act, 2013, the Company has formed a Nomination and Remuneration Committee. The Constitution, composition and functioning of the Nomination and Remuneration Committee also meets with the requirements of Section 178(1) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of the Nomination and Remuneration

Committee is as under:

Name	Status in Committee	Designation
Ankit Kansara	Chairman	Independent Director
Kevin Khoyani	Member	Independent Director
Jatin Shah	Member	Director (non-executive non-independent)

Stakeholders Relationship Committees

In compliance with the requirements of Section 178 of the Companies Act, 2013, the Company has formed a Stakeholders Relationship Committee. The Constitution, composition and functioning of the Stakeholders Relationship Committee also meets with the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of the Stakeholders Relationship

Committee is as under:

Name	Status in Committee	Designation
Ankit Kansara	Chairman	Independent Director
Vipul Rupareliya	Member	Managing Director
Sumita Rupareliya	Member	Whole Time Director

Vigil Mechanism for the Directors and Employees

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the “Whistle Blower Policy” as the vigil mechanism for Directors and employees of the Company.

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the “Whistle Blower Policy” as the vigil mechanism for Directors and employees of the Company. The same is uploaded on the website of the Company and the web-link as required under SEBI Listing Regulations, 2015 is as under: https://vrinfraspace.in/wp-content/uploads/2023/10/A.-Vigil-Mechanism-and-Whistle-Blower-Policy.pdf

Fraud Reporting

During the year under review, no instances of fraud were reported by the Auditors of the Company.

Risk Management Policy

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

Annual Evaluation of Directors, Committee and Board

The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every Committee, and the Board as a whole shall be evaluated. During the year under review the said evaluation had been carried out.

Particulars of Employees and Remuneration

Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure II attached herewith and forms part of this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is provided in a separate exhibit which is available on the website of the Company www.vrinfraspace.in, under the section ‘Investor Relations, and is also available for inspection by the Members up to the date of the ensuing Annual General Meeting

Payment of remuneration/commission to Executive

Directors from holding or subsidiary companies

Neither of the Managing Director, nor the Whole Time Director of the Company are in receipt of remuneration/ commission from any subsidiary company of the Company. The Company has no holding company.

AUDITORS AND THEIR REPORTS

The matters related to Auditors and their Reports are as under:

Observation of statutory auditors on financial statements for the year ended March 31, 2025:

The auditors report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

Secretarial Audit report for the year ended March 31, 2025

As required under provisions of Section 204 of the Companies Act, 2013, the reports in respect of the Secretarial Audit for FY 2024-25 carried out by M/s. Samdani Shah & Kabra, Practicing Company Secretaries, in Form MR-3 forms part to this report. The said report does not contain any adverse observation or qualification or modified opinion.

Statutory Auditors appointment

The members of the Company at the Annual General Meeting held on November 30, 2022 reappointed M/s. JCH & Associates LLP, Chartered Accountant (Firm registration No. 134480W) as the Statutory Auditors of the Company to hold office for the second term of 5 consecutive years i.e. from the conclusion of the Annual General Meeting held in the year 2021 till the conclusion of the Annual General Meeting to be held in the year 2026.

Internal Auditors appointment

M/s. Paresh Sindhav & Associates, Chartered Accountant (Firm Registration No. 0149376), Bharuch, Internal Auditor of the Company in pursuance of Section 138 of the Companies Act, 2013, and applicable provisions of Listing Regulations for the Financial Year 2024-25, in the Board meeting held on Saturday, May 11, 2024.

Secretarial Auditors appointment

M/s. Samdani Shah and Kabra, Practicing Company Secretary, Vadodara as Secretarial Auditor of the Company in pursuance to the provisions of the section 204 of the Companies Act, 2013 and applicable provisions of Listing Regulations for the Financial Year 2024-25, in the Board meeting held on Saturday, May 11, 2024.

Cost Audit

The Central Government of India has not prescribed the maintenance & audit of cost records under section 148(1) of the act for any activities of the Company and accordingly, the same is not applicable.

OTHER DISCLOSURES

Other disclosure as per provisions of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as under:

Annual Return

A copy of the Annual Return as required under Section 92(3) of the Act has been placed on the Companys website. The web-link as required under Section 134(3)(a) of the Act is as under: h t t p s : / / v r i n f r a s p a c e . i n / w p -content/uploads/2024/11/Form_MGT_7_V_R.pdf

Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated/ pending against the

Company under the Insolvency and Bankruptcy Code, 2016.

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

During the financial year under review, there were no instances of one-time settlement with any bank or financial institution.

Conservation of energy, technology absorption and foreign

exchange earnings and outgo

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

The details of foreign exchange earnings and outgo during

the year under review is as under:

Particulars	Amount (Rs. In Lakhs)
Earnings	Nil
Outgo	Nil

Corporate Social Responsibility

The threshold limit provided under Section 135 read with relevant rules framed thereunder, it is not applicable on the Company for the financial year 2024-25.

Compliance with Secretarial Standards

The Company is in compliance with the mandatory

Secretarial Standards.

Unclaimed and Unpaid Dividends, and transfer of shares to IEPF

Details of unclaimed and unpaid dividends pertaining to FY 2023-24 lying with the Company is available on the website of the Company at www.vrinfraspace.in, under the section ‘Investor Relations.

Members who have not yet received/ claimed their dividend entitlements are requested to contact the Company or the Registrar and Transfer Agent of the Company.

Pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“Rules”), all dividends remaining unpaid or unclaimed for a period of 7 years and also the shares in respect of which the dividend has not been claimed by the shareholders for 7 consecutive years or more are required to be transferred to Investor Education Protection Fund (IEPF) in accordance with the procedure prescribed in the Rules.

During the year under review, there was no unclaimed or unpaid dividend transferred to IEPF during the year.

Service of documents through electronic means

Subject to the applicable provisions of the Companies Act, 2013, and applicable law, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

Internal Complaint Committee

The Company has in place an Anti-Sexual Harassment policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has constituted the Internal Complaints Committee to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts.

No complaint is received so far during the Financial Year 2024-25.

Corporate Governance

As the equity shares of the company are listed on Emerge SME Platform of NSE, therefore Corporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i) of sub-regulation 46 and Paras C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, accordingly no reporting is required to be made under this head.

The certificate of non-applicability of the corporate governance provisions for the financial year 2025-26 issued by M/s. Samdani Shah & Kabra, Practicing Company Secretaries required as per SEBI Master Circular dated November 11, 2024.

BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not apply to your company for the financial year 2024-25.

Management Discussion and Analysis Report

The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report.

Dividend Distribution Policy

In compliance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy formulated by the Company is available on the website of the Company. The web-link as required under SEBI Listing Regulations, 2015 is as under: https://vrinfraspace.in/wp-content/uploads/2023/10/H.-Dividend-distribution-policy.pdf

ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the employees, customers, suppliers, bankers, business partners/ associates, financial institutions and various regulatory authorities for their consistent support/ encouragement to the Company.

Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.

Date: September 02, 2025	For and on behalf of the Board of Directors
Place: Vadodara
	Vipul Rupareliya
Registered Office:	Chairman & Managing Director
	DIN: 07364323
V R Infraspace Limited
Office FRF-12, V R One, Nr. L & T Knowledge City,
Ajwa Road, Vadodara - 390019, Gujarat, India.
CIN: L45203GJ2015PLC085400
Contact No.: +91 9737118885
Mail: cs@vrinfraspace.com
Website: www.vrinfraspace.in