Veer Global Infraconstruction Ltd Directors Report

TO,

THE MEMBERS,

VEER GLOBAL INFRACONSTRUCTION LIMITED,

The Board of Directors ("Board") is pleased to present the Companys Fourteenth (14th) Annual Report, along with the Audited Standalone Financial Statements and the Auditors Report for the Financial Year ended March 31, 2025.

Further, in compliance with the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, the Company has made the requisite disclosures in this report to ensure accountability and transparency in its operations, thereby keeping you informed about the Companys performance.

1. FINANCIAL PERFORMANCE

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") as amended from time to time read with the Companies (Accounts) Rules, 2014. The financial statements for the financial year ended March 31st, 2025 and March 31st, 2024 are Ind AS compliant.

(INR. in lakhs)

	FOR THE FINANCIAL YEAR ENDED
PARTICULARS	MARCH 31, 2025	MARCH 31, 2024
Total Income	1162.95	1541.22
Profit/Loss before Prior Period Items, Exceptional	264.52	186.49
Items, Extraordinary Items and Tax
Net Profit for the period before tax and after Exceptional items.	195.27	186.49
Net Profit after tax and after exceptional item	180.81	146.43
Paid-up equity share capital	1624.34	1624.34
Basic and diluted EPS after Extraordinary items for the period	1.12	0.90

CASH FLOW STATEMENT

The Cash Flow statement for the year 2024-2025 is attached to the Balance Sheet.

DIVIDENDS

The Board has not recommended any dividend during the financial year 2024-25. The Policy of the Company is available on the Companys website at www.veergloballtd.com.

BONUS

The Board has not recommended any dividend during the financial year 2024-25.

2. FINANCE

DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. Accordingly, there was no principal or interest outstanding as of the Balance Sheet date, nor was there any deposit in non-compliance of Chapter V of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or re-enactment thereof for the time being in force), the Company has not given any Loans, guarantees and security covered under Section 186 of the Companies Act, 2013.

3. SUBSIDIARIES AND JOINT VENTURES

As on March 31, 2025, the Company does not have any subsidiaries and Joint Ventures. Accordingly, the provisions relating to submission of information and documents pertaining to subsidiary companies under the Companies Act, 2013 and the SEBI Listing Regulations are not applicable.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The detailed review of the operations, state of affairs, performance and outlook of the Company and its business as stipulated under Regulation 34 of the SEBI Listing Regulations, is presented in a separate section forming part of Annual Report under the head ‘Management Discussion and Analysis.

5. DIRECTORS

As on March 31, 2025, the Board of Directors of your Company comprises of 6 (Six) Directors out of which 2 (Two) are Executive Directors, 2 (Two) are Non-Executive Independent Directors and 2 (Two) are Non-Executive Directors. The Chairman is a Non-Executive Director. The Board composition is in compliance with the requirements of the Act, the SEBI Listing Regulations and the circulars / directions / notifications issued by therein.

All appointments of Directors are made in accordance with the relevant provisions of the Act, the SEBI Listing Regulations, and other laws, rules, guidelines as may be applicable to the Company. The Nomination & Remuneration Committee of the Company exercises due diligence inter-alia to ascertain the ‘fit and proper person status of person proposed to be appointed on the Board of Directors of the Company, and if deemed fit, recommends their candidature to the Board of Directors for consideration. During the year under review, there was no appointment or cessation of any director of the Company.

In terms of the provisions of Section 152 of the Companies Act, 2013, Shri. Vinod Mohanlal Jain (DIN: 06827919) is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Further, the tenure of Madam Rakhee Jain (DIN: 09612344) as Independent Director and Shri Vijaybhai Vagjibhai Bhanshali (DIN: 05122207) as Managing Director has also come to an end/is also coming to end. The Nomination and Remuneration Committee and the Board of Directors, after due evaluation, recommend the re-appointment of all three Directors

The details of the Directors of your Company are as follows:

S. NO NAME OF THE DIRECTOR	DESIGNATION	NO. OF OTHER DIRECTORSHIP	MEMBERS OF BOARD COMMITTEES
1 Shri Manvendra Shivshyam Tiwari	Chairman and Non- Executive Director	1	0
2 Shri Vijaybhai Vagjibhai Bhanshali	Managing Director	2	0
3 Shri Priyank Chandrakant Parikh	Executive Director and Chief Financial Officer	3	0
4 Shri Vinod Mohanlal Jain	Non-Executive Director	0	3
5 Madam Rakhee Jain	Non-Executive Independent Director	0	3
6 Shri Subodh Jain	Non-Executive Independent Director	0	3

Disclosure of relationships between Directors inter-se

S. No. NAME OF THE DIRECTOR	RELATION WITH OTHER DIRECTOR
1 Shri Vijaybhai Vagjibhai Bhanshali	Uncle of Shri Priyank Chandrakant Parikh
2 Shri Priyank Chandrakant Parikh	Nephew of Shri Vijaybhai Vagjibhai Bhanshali

CHANGE IN KEY MANAGERIAL PERSONNEL

During the year under review, the following changes occurred in the Key Managerial Personnel (KMP) of the Company in accordance with Section 203 of the Companies Act, 2013:

Mr. Priyank Chandrakant Parikh was appointed as the Chief Financial Officer of the Company with effect from May 30, 2024.

Mrs. Payal Kothari, Company Secretary and Compliance Officer, resigned from her position with effect from September 19, 2024.

Subsequently, Mr. Mahesh Kachhawa was appointed as the Company Secretary and Compliance Officer of the Company with effect from October 01, 2024.

The details of the Key Managerial Personnels of your Company as on March 31, 2025 are as follows:

S. No. NAME OF KEY MANAGERIAL PERSONNEL	DESIGNATION
1 Shri Vijaybhai Vagjibhai Bhanshali	Managing Director
2 Shri Priyank Chandrakant Parikh	Chief Financial Officer
3 Shri Mahesh Kachhawa	Company Secretary and Compliance Officer

DIRECTOR(S) DISCLOSURES

Based on the declarations and confirmations received pursuant to section 164 and 184 of the Act, none of the Directors on the Board of your Company are disqualified from being appointed as Directors.

Further the Company has received the declarations from all the Independent Directors as per the Section 149(7) of the Act and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Act.

Further, the Independent Directors have confirmed that they have included their names in the

Independent Directors databank maintained by the Indian Institute of Corporate Affairs in terms of

Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014. The Board is of the opinion that the Independent Directors of the Company are persons of integrity, having relevant expertise, experience

BOARD EVALUATION

The Company has formulated a policy for performance evaluation of the Independent Directors, the Board, its committees, and other individual Directors, which includes the criteria for evaluation of Non-Executive and Executive Directors. The Policy of the Company is available on the Companys website at www.veergloballtd.com. In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of its committees, and of individual Directors, including Independent Directors, based on the established evaluation framework.

COMMITTEES OF BOARD

The Board of Directors, in compliance with the applicable provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015, and other relevant laws, and for ensuring effective governance and operational efficiency, has constituted various Committees to oversee and manage specific functional areas of the Company.

AUDIT COMMITTEE

The Audit Committee and terms of reference of the Audit Committee are in compliance with the provisions of Section 177 of the Act. All members of the Audit Committee are financially literate and have accounting or related financial management expertise. During the financial year 2024-25, 05 Audit Committee meetings were convened. The Audit Committee consists of the following members:

S. No. AUDIT COMMITTEE	DESIGNATION
1 SHRI SUBODH JAIN	CHAIRMAN INDEPENDENT DIRECTOR
2 MADAM RAKHEE JAIN	MEMBER INDEPENDENT DIRECTOR
3 SHRI VINOD JAIN	MEMBER NON-EXECUTIVE DIRECTOR

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee and the terms of reference of the Nomination and Remuneration Committee are in compliance with the provisions of Section 178 of the Act. During the financial year 2024-25, 03 meeting was convened. The Nomination and Remuneration Committee consists of the following members:

S. No. NOMINATION AND REMUNERATION COMMITTEE	DESIGNATION
1 SHRI SUBODH JAIN	CHAIRMAN INDEPENDENT DIRECTOR
2 MADAM RAKHEE JAIN	MEMBER INDEPENDENT DIRECTOR
3 SHRI VINOD JAIN	MEMBER NON-EXECUTIVE DIRECTOR

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The terms of reference of the Stakeholders Relationship Committee are in compliance with the provisions of Section 178 of the Act. During the financial year 2024-25, 03 meeting was convened. The Stakeholders Relationship Committee consists of the following members:

S. No. STAKEHOLDERS RELATIONSHIP COMMITTEE	DESIGNATION
1 MADAM RAKHEE JAIN	CHAIRMAN INDEPENDENT DIRECTOR
2 SHRI SUBODH JAIN	MEMBER INDEPENDENT DIRECTOR
3 SHRI VINOD JAIN	MEMBER NON-EXECUTIVE DIRECTOR

MEETINGS OF THE BOARD

The Board meets at regular intervals inter-alia to discuss and review various matters including business performance, business strategies and policies The gap between the two consecutive board meetings was within the prescribed period of 120 days as specified under the provisions of Section 173 of the Act. During the year under review, 5 (Five) meetings of the Board of Directors of the Company were held as follows:

	BOARD MEETINGS		ATTENDANCE
S. No. DATE OF MEETING	HELD	ATTENDED	NO. OF DIRECTORS	% OF ATTENDANCE
1 MAY 30, 2024	5	5	6	100
2 SEPTEMBER 26, 2024	5	5	6	100
3 OCTOBER 24, 2024	5	5	6	100
4 NOVEMBER 23, 2024	5	5	6	100
5 FEBRUARY 13, 2025	5	5	6	100

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134 of the Act, and to the best of their knowledge and belief and based on the information and explanations obtained from the operating management, your Directors hereby confirm that:

A. In the preparation of the annual accounts for the year under review, the applicable accounting standards had been followed along with the 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 as on March 31, 2025, and of its profit and loss for the period ended on that date;

C. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

D. The Director had prepared the annual accounts for the year under review on a ‘going concern basis; and

E. The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

F. The Directors had devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF CONTRACTS WITH RELATED PARTIES / RELATED PARTY TRANSACTIONS

During the year under review the company has entered into various related party transactions. These were submitted for approval of proper and competent authorities. All the transactions entered into with the Related Parties during the year under review were on an arms length basis and were in the ordinary course of business. Agreement and contracts executed and entered with such parties were approved and ratified wherever required by the competent authority. The statement of related party transaction is enclosed in this report.

SECRETARIAL AUDITOR & THEIR REPORT

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. B.L. Harawat and Associates, Company Secretaries in Practice, for conducting Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report is enclosed to this report. The Secretarial Audit Report is self-explanatory and thus does not require any further comments.

INTERNAL AUDITOR

M/s Bansilal Shah & Co (Firm Registration No. 000384W) were appointed as the Statutory Auditor of the Company for the Financial Year ended 2024-25. M/s Bansilal Shah & Co, Statutory Auditor in their report(s) on the Standalone Audited Financial Statements of your Company for the financial year ended March 31, 2025, have not made any qualifications, reservations, adverse remarks or disclaimers and said report forms part of the Annual Report. Further, the notes to the accounts referred to in the Auditors

Report are self-explanatory.

COST AUDITOR

The provisions of Section 148 regarding the maintenance of Cost records are not applicable to Company.

CORPORATE GOVERNANCE

Since Companys Shares are listed on the SME Platform of BSE Limited and therefore, the provisions of Corporate Governance provisions under SEBI Listing Regulations are not applicable to the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013, the Board of Directors of the Company has adopted a Whistle Blower Policy/Vigil Mechanism. This mechanism provides a formal process for the Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys Code of Conduct. The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the Companys website at www.veergloballtd.com.

VIGILANCE OFFICER	CHAIRMAN OF THE AUDIT COMMITTEE
Company Secretary	Sh. Subodh Jain
Veer Global Infraconstruction Limited	Veer Global Infraconstruction Limited
A-01 Shalibhadra Classic, 100 feet Link Road,	A-01 Shalibhadra Classic, 100 feet Link Road,
Near Union Bank of India, Nalasopara East,	Near Union Bank of India, Nalasopara East,
Thane, Maharashtra - 401209 IN	Thane, Maharashtra - 401209 IN
Tel: 9594333331	Tel: 9594333331