Vas Infrastructure Ltd Directors Report

To

The Members

VAS Infrastructure Limited

The Resolution Professional/Committee are pleased to present the 30^th Annual Report of the Company and the Statement of Audited Financial Statement for the year ended 31^st March, 2025, as follows:

UPDATE ON CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)

The Honble National Company Law Tribunal, Mumbai Bench, ("NCLT)"), had vide its order dated March 11, 2024 ("Admission Order") admitted the application for the initiation of the Corporate Insolvency Resolution Process ("CIRP") of VAS Infrastructure Limited ("Company") in terms of the Insolvency and Bankruptcy Code, 2016 ("Code") read with the rules and regulations framed thereunder, as amended from time to time. Further, the NCLT vide its same Order has appointed Mr. Ashok Kumar Golechha (Regn. No. IBBI/IPA-002/IPN000932/2019- 2020/12973), as the

Interim Resolution Professional ("IRP") for the CIRP of the Company, and he was subsequently confirmed as Resolution Professional ("RP") in the first meeting of the Committee of Creditors (CoC) held on 5 April, 2024.

Pursuant to the publication of the Appointment Order and in accordance with the provisions of the Code, all the powers of the Board of Directors of the Company ("Board of Directors") stand suspended and the same along with the management of affairs of the Company have been vested with and are being exercised by the RP.

Currently, a resolution plan has been approved by the Committee of Creditors and has been filed with Honble NCLT for its consideration. Accordingly, the Resolution Professional is carrying out the Compliances for the year ended 31st March 2025.

The Resolution Professional (in lieu of the Suspended Board of Directors) of the Company hereby presents the Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025.

FINANCIAL RESULTS

(Amount in Lacs)

	Year ended 31.03.2025	Year ended 31.03.2024
Turnover	Nil	(41.97)
Profit/(Loss) Before Depreciation, Finance Charges & Taxation	(46.13)	(909.71)
Profit/(Loss) after Depreciation & Taxation	(49.35)	(6,225.90)
Surplus (Deficit) of Profit & Loss Account of earlier year	(3,0113.82)
Balance carried over to Balance-sheet	(50.46)	(6,225.90)

DIVIDEND

No dividend is declared for the FY 2024-2025.

DETAILS OF SHARES

The details of Unclaimed Dividend including Equity shares held to be transferred to IEPF Authority are available on the website of IEPF Authority and the same can be assessed through the website www.iepf.gov.in. Such details are also available on the website of the company at www.vasinfrastructureltd.com.

INDIAN ACCOUNTING STANDARDS

As per the requirements of the Notification dated 16.02.2015 issued by the Ministry of Corporate Affairs (MCA) Standalone and the Financial Statement of the Company for the Financial Year 2024-2025 have been approved as per Ind AS.

AMOUNT TRANSFERRED TO RESERVES

During the financial year under review, no amount has been transferred to Reserves & Surplus.

NATURE OF INDUSTRY

The Company is directly engaged in the business of Development of Real Estate, residential facilities including construction, infrastructure.

STATEMENT ON COMPANYS AFFAIRS

At present, the Company is non-operational, and any new projects shall be undertaken by the

Successful Resolution Applicant, subject to the approval of the Resolution Plan by the Honble

NCLT.

During the year ended 31^st March, 2025, your company has made loss after tax of Rs 50.46 lakhs as against loss of Rs 6,225.89 lakhs in the previous year.

MATERIAL CHANGES SINCE END OF FINANCIAL YEAR TILL DATE OF THIS REPORT There are no material changes since end of the financial year till date of this Report.

ASSOCIATE COMPANIES

As on 31^st March, 2025, no Company is an Associate of the Company.

During the year, no other Company, became a Subsidiary/Associate/Joint Venture Company of the Companies.

DEPOSITS

The company has not invited or accepted any Deposits as required under section 73 of the companies Act from the public during the year under review.

NO FRESH LOAN TAKEN FROM FINANCIAL INSTITUTIONS

The Company has not availed any fresh loan/Working Capital facility during the year 2024-2025. The company has carried out valuation on the stock/ other assets during the year as per the requirements of the IBC, 2016.

SUBSIDIARY COMPANY

The Company does not have any Subsidiary/Joint Venture/Associate Company as on and for the year ended 31^st March, 2025.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT:

Particulars of the loans given, Investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or security are provided, if any to the Financial Statement.

PARTICULARS OF CHANGE IN BUSINESS

There is no change in the business operations of the Company.

VOLUNTARY REVISION OF FINANCIAL STATEMENTS

We state that there is no Voluntary Revision of Financial Statements during the Financial Year 2024-2025.

GLOBAL DEPOSITORY RECEIPT

During the year, the company has not received any Global Depository Receipt or American Depository Receipt or warrants or any convertible instruments which has impact on our Share Capital (Equity) of the Company.

COMMODITY PRICE RISK OR FOREIGN EXCHANGE

There is no commodity price risk or foreign exchange risk to the company as our activities are redevelopment including Building and construction activities.

WEB ADDRESS

Our Web address is www.vasinfrastructureltd.com and all the data including Annual Report and various others matters are displayed on our website.

ANNUAL RETURN

As required under Section 134(3)(a) and Section 92(3) of the Act, the data on Annual Return has been uploaded on the Companys website and can be accessed at www.vasinfrastructureltd.com under Investor Relation

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES/INDUSTRIAL RELATIONS

There is no Material Development on human resources /industrial relations front, including number of employees.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Not Applicable since there are no employees in the company.

STATUTORY AUDITORS

Pursuant to the provisions of the Companies Act, 2013, the audit of the financial statements of the Company for the financial year ended March 31, 2025, was conducted by M/s. Satyaprakash Natani & Company, Chartered Accountants (Firm Registration No. 115438W), the Statutory Auditors of the Company.

M/s. Satyaprakash Natani & Company were re-appointed as Statutory Auditors at the 29^th Annual General Meeting for a period of three years, from the Financial Year 2024 2025 to Financial Year 2026 2027.

The Statutory Auditors have issued an Unmodified Opinion on the standalone and consolidated financial statements for the year ended March 31, 2025.

The contents of the Auditors Report are self-explanatory and do not call for any further comments.

COST AUDITOR

As per Sec. 148 of the Companies Act, the Company is not required to maintain the cost Audit records, as the same is not applicable to our Company.

SECRETARIAL AUDITORS REPORT

As required u/s. 204 of the Act and Reg. 24(A) of SEBI LODR was conducted by CS Pranay Mandhana & Associates, Practicing Company Secretary, ACS 60165 (CP No. 23399). The Secretarial Audit Report dated 21.05.2025 is attached and the same forms Part of the Board Report.

The Qualification/ observation made by Secretarial Auditor in his Report, the contents of the said Audit Report are self-explanatory and do not call for any further comments.

The Company has obtained Practising Company Secretary Certificate on Corporate Governance on Secretarial Compliance Report attached as ANNEXURE V.

The Secretarial Audit Report for the financial year 2024 25, as issued by the Secretarial Auditor, is annexed herewith and forms part of this Report as ANNEXURE IV.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information in accordance with Section 134 (3)(m) of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 2014 is given as below forming part of this report. The disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your company.

Particulars as required under Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 and forming part of Directors Report for the year ended 31st March, 2025.

Sr. No.	Particulars	Current Rs. Year	Previous Year Rs.
I.	RESEARCH & DEVELOPMENT (R & D)
a)	Specific areas in which R & D carried out by the Company	None	None
b	Benefits derived as a result of the above R&D (Generation of Solar)	None	None
c	Further plan of action: -	None	None
d	Expenditure on Research & Development	Nil	Nil
II	TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION
a	Efforts in brief made towards Technology Absorption, Adaptation and Innovation	Nil	Nil
b	Benefit derived as a result of solar *	Nil	Nil
c	Particulars of Technology (solar) Amount, spent *Saving in Electricity consumption will be continuous available to the Company	Nil	Nil
III	FOREIGN EXCHANGE EARNINGS & OUTGO
a	Activities relating to exports and export plans
b	Total Foreign Exchange Used & Earned:
	i) Foreign Exchange Used	-	-
	ii) Foreign Exchange Earned	-	-

STOCK EXCHANGE

The Company is listed on the Stock Exchange.

1. Bombay Stock Exchange Ltd. and we have paid to BSE Listing Fees for the Year

2024-2025.

DIRECTORS:

The Company has constituted Board but since, the company was under CIRP, the Board powers are suspended.

The Board consists of 2 Directors, out of which one is Executive Director and other one is Independent Director.

Further, as specified by the Secretarial Auditor, we state that none of the Directors on the Board of the Company have been debarred or disqualified from continuing as Director of the Company as prescribed by SEBI and also confirmed by our Secretarial Auditor.

During the year, none of the Directors are seeking re-appointment at this AGM as their terms of Appointment are for 5 years. Accordingly, pursuant to Reg.26(4) and 36(3) of Listing Reg. & Sec. Standard on General Meetings issued by the ICSI, New Delhi, in respect of Director seeking appointment/re-appointment at this AGM not annexed.

Declaration by Mr. Dhrup chand Ramdhar Varma, that he meets the criteria pursuant to provisions of Sec 149(c) of the Companies Act, 2013 are received by the Company.

As regards the Appointment of Women Director under Section 149, of the Companies Act, 2013, your company has already appointed Mrs. Kirti Padave as (Women) Executive Director as per the Board of Directors Meeting held on 14th August, 2012.

DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION BY DIRECTOR FROM A COMPANY

None of the Directors of the Company are receiving any Commission from the Company; hence the requirement of disclosure is not applicable.

DISCLOSURE ABOUT RECEIPT OF COMMISSION / REMUNERATION BY MANAGING DIRECTOR / WHOLE-TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY

Since the Company does not have any Holding or Subsidiary Company, the requirement of disclosure is not applicable. None of the Directors or Independent Directors of the Company are receiving any Commission or Remuneration from its Holding or Subsidiary Company or any Group Companies.

EVALUATION OF BOARD, COMMITTEES & DIRECTORS Since Board is suspended, no evaluation was conducted.

REPORTING OF FRAUD

The Auditors of the Company have not reported any instances of Fraud Committed against the Company by its officers or employees as specified Under Section 143(12) of the Companies Act, 2013.

SHARES BUY BACK OF SECURITIES

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

SWEAT EQUITY

During the year, the Company has not issued any Equity Shares with differential rights or any Sweat Equity Shares.

BONUS SHARES

No Bonus Shares were issued during the year under review, hence the requirement of disclosure is not applicable.

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees; hence the requirement of disclosure is not applicable.

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company has not issued any Equity Shares with Differential Voting Rights during the year under review hence the requirement of disclosure is not applicable.

FAMILIARIZATION PROGRAMME

The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the company and related matters are put on the website of the company at www.vasinfrastructureltd.com.

RISK MANAGEMENT

Pursuant to Section 134(3) (n) of the Companies Act, 2013 and relevant Regulation of Listing Regulation 2015, the Company has adopted a Risk Management Policy for the identification and implementation of a Risk Mitigation Plan for the Company. The company has included appropriate procedures to inform the Committee about the Risk Assessment and minimization procedures. The Committee periodically revisit and reviews the overall Risk Management Plan for making desired changes in response to the dynamics of the business.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Details in respect of Vigil Mechanism and Whistle Blower Policy are provided in the Corporate Governance report forming Part of this Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

There are no significant materials orders passed by the Regulatory or Courts or Tribunal, which would impact the going concern status of the company.

Currently, a resolution plan has been approved by the Committee of Creditors and has been filed with Honble NCLT for its consideration. Accordingly, the Resolution Professional is carrying out the Compliances for the year ended 31st March 2025.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to our Company.

INTERNAL CONTROL SYSTEMS

The Company has got internal control system commensurate to the size and the systems and operations. It is supplemented by extensive internal audit procedures, reviewed by Management and Audit Committee. The internal audit covers all the activities of the company. Company reviews findings of internal audit system on regular basis and they are upgraded based on internal audit recommendations. Companys statutory Auditors have confirmed the adequacy of internal control systems.

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 134 (5)

The Honble National Company Law Tribunal, Mumbai Bench, (“NCLT)”), had vide its order dated March 11, 2024 (“Admission Order”) admitted the application for the initiation of the Corporate Insolvency Resolution Process (“CIRP”) of VAS Infrastructure Limited (“Company”) in terms of the Insolvency and Bankruptcy Code, 2016 (“Code”) read with the rules and regulations framed thereunder, as amended from time to time. Further, the NCLT vide its same Order has appointed Mr. Ashok Kumar Golechha (Regn. No. IBBI/IPA-002/IPN000932/2019- 2020/12973), as the Interim Resolution Professional (“IRP”) for the CIRP of the Company, and he was subsequently confirmed as Resolution Professional (“RP”) in the first meeting of the Committee of Creditors (CoC) held on 5 April, 2024. All documents referred to in the accompanying Notice are open for inspection at the Registered Office of the Company during the office hours of the Company on any working days From September 21, 2025 to September 23, 2025, between 12.00 noon to 4.00 p.m.

The Resolution Professional is not in the position to confirm to the provisions of Section 134(3)(c) of the Companies Act, 2013.

I. PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEES

The details as required under Sec.197 of the Companies Act, 2013, and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel),

None of the Directors/KMP/Employees are drawing remuneration in excess of the limits during the year under review.

Details of remuneration paid during the Financial Year 2024-2025

S.NO.	Name	Fees
1.	Mr. Dhrupchand Varma	Nil
2.	Mrs. Kirti Padave	Nil
3.	Mr. James Desai	Nil

SALARY PAID TO EXECUTIVE DIRECTOR AND KEY MANAGERIAL PERSONNEL

S.NO.	NAME	Total Salary including perks
1	Mrs. Rucha Rajan Pawar (Company Secretary) KMP (Joined 13-11-2024)	1,19,600.00

1. The percentage increase, decrease in the median remuneration of employees in the financial year: NIL 2. The number of permanent employees on the rolls of Company as on 31.03.2025 - Nil 3. Affirmation that the remuneration is as per the Remuneration Policy of the Company: It is affirmed that the remuneration paid is as per the Remuneration Policy applicable for Directors, Key Managerial Personnel and other employees, adopted by the Company.

The detailed statement containing the prescribed particulars is attached to this Report as

ANNEXURE III.

DIRECTORS SEEKING APPOINTMENTS & RE-APPOINTMENT

As stated, Pursuant to Regulation 36 of SEBI (LODR) Regulation 2015, none of the Directors to be re-appointed at this AGM and the same is not applicable.

TAXATION

The Companies Income Tax Assessment have been completed up to the Assessment Year 2016- 2017. The assessment for FY 2017-18 is under review by the Tax authorities. All other applicable compliances are compiled with up to FY 24-25.

INDUSTRIAL RELATIONS

Industrial Relations with all the employees of the Company were cordial during the year under review.

SEXUAL HARASSMENT ON WOMEN (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 Since there are no employees and hence there is no complaints on sexual harassment of women/employees.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management discussion and Analysis Report gives a detailed account of state of Affairs forms Part of this Annual Report. The same is attached herewith as ANNEXURE I.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance along with a Certificate from Auditors of the Company regarding the compliance with the conditions of Corporate Governance as stipulated under Part E of Schedule V of SEBI LODR forms Part of this Annual Report.

Since the details regarding composition and meetings of the Resolution Professional committee are covered under the Corporate Governance Report, the same are not repeated here for the sake of brevity. The same is attached herewith as ANNEXURE II.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD

The applicable Secretarial Standard i.e. SS-1 and SS-2 relating to the meetings of the Board of Directors and General Meetings have been duly complied by the company.

INSIDER TRADING REGULATIONS & CODE OF DISCLOSURE

The Board of Directors have adopted the Code of Practice and procedures for fair disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and conduct for Regulating Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation 2015.

RELATED PARTY TRANSACTIONS

No Related Party Transactions (RPT) were entered into by the Company during the year under Review.

There were no materially significant Related Party Transactions made by the Company with the Promoters/Directors/KMP or other designated persons which could have potential conflict with the interest of the Company at large. As such, no particulars of such contracts or arrangements are furnished.

In accordance with the requirement of SEBI, LODR the Company has formulated and adopted policy for determining materiality of and dealing with RPTs. Those policies have been amended from time to time with the amendment of SEBI, LODR. These codes and policies are already displayed on Companys website at www.vasinfrastructureltd.com.

The same is attached herewith as ANNEXURE VII

ENVIRONMENT PROTECTION AND POLLUTION CONTROL

The Company has always been socially conscious corporate and has always carried forward all its operations and procedures for Environment friendly norms with all necessary clearances.

CAUTIONARY FORWARD-LOOKING STATEMENT

Certain statement in the Directors Report describing the Companies objectives, projections, estimates, expectations or predicators may be forwarding looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Companies operations include Labour and material availability and prices, cyclical demand and pricing of the companys principal markets, changes in government, regulations, tax, economic development within India and other incidental factors

GREEN INITIATIVES

Electronic copies of the Annual Report 2024-2025 and the Notice of the AGM are sent to all the members whose email address are registered with the R&T Agents i.e. MUFG In Time (I) Pvt. Ltd.

ACKNOWLEDGEMENT

The RP expresses his gratitude for the valuable support and co-operation extended by various Government authorities and stakeholders including shareholders, banks, financial institutions, viewers, vendors and service providers.

The RP also places on record his deep appreciation towards the dedication and commitment of your Companys employees at all levels and look forward to their continued support in the future as well.

The RP appreciates and values the contribution made by every member of the VAS family.

	For Vas Infrastructure Ltd
	(Company under CIRP)
	Sd/-
Place: Mumbai	Ashok Kumar Golechha
Date: August 12, 2025	Resolution Professional
	Regn.No. IBBI/IPA-002/IP-N000932/2019- 2020/12973