Vikran Engineering Ltd Directors Report

To,

The Members,

VIKRAN ENGINEERING LIMITED

(Formerly Known as Vikran Engineering & Exim Private Limited)

Your Director’s have pleasure in presenting their 17^th Annual Report on the business and operations of Vikran Engineering Limited (Formerly Known as Vikran Engineering & Exim Private Limited) ("The Company") together with the Audited Financial statements of the Company for the Financial Year ended 31^st March, 2025.

1. FINANCIAL STATEMENTS & RESULTS: Financial Results

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

(Rs. in Lakhs)

Particulars	For the financial year ended 31st March, 2025	For the financial year ended 31st March, 2024
Total Income	92,236	79,144
Less: Expenses	81,217	69,067
Profit before exceptional and extraordinary items and tax	11,019	10,077
Profit before tax	11,019	10,077
Less: Tax Expenses	3,238	2,592
Exception Income	-	-
Exception expenditure	-	-
Profit after Tax	7,781	7,485

2. OPERATIONAL REVIEW AND THE STATE OF COMPANY’S AFFAIRS:

The Company has reported Total Revenue of Rs. 92,236 lakhs as compared to Rs. 79,144 lakhs in previous year.

The Company experienced a Profit after Tax of Rs. 7,781 lakhs as compared to Rs. 7,485 lakhs in previous year.

There was tax expense of Rs. 3,238 lakhs for the year ended March 31, 2025 as compared to Rs. 2,592 lakhs in previous year.

Your Director’s are continuously looking for avenues for future growth of the Company.

3. SHARE CAPITAL STRUCTURE:

A. AUTHORISED SHARE CAPITAL

As on March 31, 2025, the Authorised Share Capital of the Company stood at Rs. 30,00,00,000/- (Rupees Thirty Crores Only) divided into 30,00,00,000 Equity Shares of Re. 1/- each.

During the period under review, there were changes in the Authorised Share Capital Structure of the Company which are as follows:

1. The Authorised Share Capital of the Company has been sub-divided from Rs. 50,00,000/- (Rupees Fifty Lakhs Only) divided into 5,00,000 Equity Shares of Rs. 10/- each to Rs. 50,00,000/- (Rupees Fifty Lakhs Only) divided into 50,00,000 Equity Shares of Re. 1/- each via Special Resolution passed in the Extra Ordinary General Meeting of the Company on 12^th August, 2024.

2. Further, pursuant to Scheme of Arrangement approved by the National Company Law Tribunal (NCLT), Mumbai bench under sections 230-232 of the Companies Act, 2013 vide order dated 14th August, 2024, the Authorised Share Capital of the Company was increased from Rs. 50,00,000/- (Rupees Fifty Lakhs Only) divided into 50,00,000 Equity Shares of Re. 1/- each to Rs. 70,50,000/- (Rupees Seventy Lakhs Fifty Thousand Only) divided into 70,50,000 Equity Shares of Re. 1/- each.

3. Further, The Authorised Share Capital of the Company was increased from Rs. 70,50,000 (Rupees Seventy Lakhs Fifty Thousand Only) divided into 70,50,000 Equity Shares of Re. 1/- each to Rs. 30,00,00,000/-(Rupees Thirty Crores Only), divided into 30,00,00,000 Equity Shares of Re. 1/- each via Ordinary Resolution passed in the Extra Ordinary general Meeting of the Company on 12th August, 2024.

B. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

As on March 31, 2025, the Issued, Subscribed and Paid-up share capital of the Company stood at Rs. 18,35,81,130/- (Rupees Eighteen Crores Thirty-Five Lakhs Eighty-One Thousand One Hundred and Thirty Only) comprising of 18,35,81,130 Equity Shares of Re.1/- each.

During the Financial Year under review, there were changes in the issued, subscribed and paid-up share capital of the Company which are as follows:

Sr. No. Date of Allotment of Equity Shares	Type of allotment	No. of Equity Shares (before split and Bonus)	Face Value	Premium	Amount in Rs.	Form of consideration
1 25th July, 2024	Private Placement	1860	10	37,637.32/-	Rs.7,00,24,015.20/-	Cash
2 26th July, 2024	Private Placement	3320	10	37637.32/-	Rs. 12,49,89,104/-	Cash
3 30th July, 2024	Private Placement	1,196	10	37637.32/-	Rs. 4,50,26,197/-	Cash
4 02nd August, 2024	Private Placement	5,843	10	37637.32/-	Rs. 21,99,73,296/-	Cash
5 03rd August, 2024	Private Placement	7,177	10	37637.32/-	Rs. 27,01,94,822/-	Cash
6 05th August, 2024	Private Placement	1,596	10	37637.32/-	Rs. 6,00,85,124/-	Cash
7 21st August, 2024	Private Placement	5,978	10	37637.32/-	Rs. 22,50,55,679/-	Cash
8 22nd August, 2024	Private Placement	664	10	37637.32/-	Rs. 2,49,97,820/-	Cash
9 24th August, 2024	Pursuant to Scheme of Arrangem ent approved by the Honble National Company Law Tribunal (NCLT)	28,96,780	1	Nil	Rs. 28,96,780/-	Other than Cash
10 30th August, 2024	Bonus Issue	17,99,81, 500	1	Nil	Rs. 17,99,81,500/-	Other than Cash

4. EMPLOYEE STOCK OPTION SCHEME:

During the financial year under review, the Company doesn’t have any Employees Stock Option Scheme for its employees/ directors and hence no information as per the provisions of Section 62(1) (b) of the Companies Act, 2013 read with applicable rules is furnished.

5. DIVIDEND:

The Board of Directors have recommended a Dividend of Rs. 0.21/- (Rupees zero point two one paise Only) per equity share of Re. 1/- (Rupee One Only) each fully paid-up of the Company. Dividend is subject to approval of members in the ensuing Annual General Meeting and shall be subject to deduction of income tax at source.

The Dividend recommended is in accordance with the Company’s Dividend Distribution Policy.

The said Policy is available on the Company’s website and can be accessed at https://www.vikrangroup.com/investors-relation/financials.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no unclaimed dividend till date.

7. TRANSFER TO RESERVES:

Pursuant to Section 71 of the Companies Act, 2013, read with Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014, the Company has transferred Rs. 5,00,00,000/- (Rupees Five Crores Only) to the Debenture Redemption Reserve (DRR) out of the retained earnings.

8. MATERIAL EVENTS DURING THE YEAR UNDER REVIEW:

a) Change in Name of the Company:

The name of the Company has been changed from "Vikran Engineering & Exim Private Limited" to "Vikran Engineering Private Limited" via Special Resolution passed in Extra Ordinary General Meeting held on 17^th June, 2024.

b) Private Placement of Equity Shares:

During the period under review, the Company has issued and allotted 27,634 Equity Shares at a price of Rs. 37,647.32/- each having Face value of Rs. 10/- each aggregating to Rs. 1,04,03,46,057.20/- (Rupees One Hundred Four Crores Three Lakh Forty-Six Thousand Fifty Seven and Twenty Paise Only) on a Private Placement Basis.

Kindly Refer table mentioned in point no. 3(B) for the details of allotment.

c) Conversion of Private Limited Company into Public Limited Company:

During the period under review, the Company was converted from a Private Limited Company to a Public Limited Company, resulting into name change of the Company from "Vikran Engineering Private Limited" to "Vikran Engineering Limited" via Special Resolution dated 12^th August, 2024.

d) Issue of Equity Shares pursuant to approval of Scheme of Arrangement:

In accordance with the scheme of arrangement approved by National Company Law Tribunal, Mumbai Bench order dated 14^th August, 2024, Deb Suppliers & Traders Private Limited (First Transferor Company), Farista Financial Consultants

Private Limited (Second Transferor Company) with Vikran Engineering Limited (Transferee Company) (formerly known as Vikran Engineering & Exim Private Limited), allotted 28,96,780 Equity shares of Re. 1/- each to the members of the Transferor Companies.

e) Issue of Bonus Shares:

During the period under review, the Company has issued and allotted Bonus Equity Shares 17,99,81,500 having face value of Re. 1/- each aggregating to Rs. 17,99,81,500/- (Rupees Seventeen Crores Ninety Nine Lakhs Eighty One Thousand and Five Hundred Only) in the proportion of 50 bonus equity shares of Re. 1 /- each for every 1 equity share of Re. 1/-.

f) Issue of Debentures on Private Placement basis:

The Company has issued and allotted Secured, Rated, Redeemable, Unlisted, Non Convertible Debentures aggregating to Rs. 50,00,00,000/- (Rupees Fifty Crores Only) on Private Placement Basis. The details of allotment of Debenture are as follows:

Sr. No. Date of Allotment	Type of allotment	No. of Debentures	Face Value	Amount in Rs.	Form of consideration
1. 23rd October, 2024	Private Placement	50	50,00,000/-	25,00,00,000/-	Cash
2. 10th January, 2025	Private Placement	50	50,00,000/-	25,00,00,000/-	Cash

g) Initial Public Offer (IPO) of Equity Shares

During the period under review, the Company passed a resolution for issue of

Initial Public Offer (IPO) of Equity Shares up to Rs. 500 crores ("Fresh Issue") (with an option to the Company to retain an over-subscription to the extent of 1% of the net Offer (defined below) size, or such other extent as may be permitted under the Applicable Laws and an offer for sale of up to such number of Equity Shares aggregating up to Rs. 50 Crores by existing and eligible shareholders of the Company (the "Selling Shareholders").

Subsequently, a resolution was passed for revision in limits of Initial Public Offer of Equity Shares from Rs. 500 Crores to up to Rs. 1400 crores ("Fresh Issue") (with an option to the Company to retain an over-subscription to the extent of 1% of the net Offer (defined below) size, or such other extent as may be permitted under the Applicable Laws.

h) Filing of Draft Red Herring Prospectus:

The Company has filed the Draft Red Herring Prospectus with The Securities and Exchange Board of India ("SEBI") on 30^th September, 2024 with a view to be listed on National Stock Exchange of India Limited ("NSE") and Bombay Stock Exchange Limited ("BSE").

i) Preparation of Financials as per Indian Accounting Standards (Ind AS)

The financial statements upto the year ended 31^st March, 2023 were prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2021 (as amended) (‘previous GAAP’ or ‘erstwhile GAAP’) and relevant provisions of the Act.

Since the Company is planning for initial public offering (IPO), during the period under review, the financial statements for the year ended 31^st March, 2024 were prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of Companies Act, 2013 (the Act) read with Companies (Indian Accounting Standards) Rules, 2015, other relevant provisions of the Act, the presentation and disclosures requirement of Division II of Schedule III to the Act (Ind AS compliant Schedule III).

9. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE BOARD REPORT:

The Company has issued and allotted Secured, Rated, Redeemable, Unlisted, Non Convertible Debentures aggregating to Rs. 25,00,00,000 on Private Placement Basis. The details of allotment of Debenture are as follows:

Sr. No. Date of Allotment	Type of allotment	No. of Debenture s	Face Value	Amount in Rs.	Form of consideration
1. 17th April, 2025	Private Placement	20	50,00,000	10,00,00,000 /-	Cash
2. 24th April, 2025	Private Placement	30	50,00,000	15,00,00,000 /-	Cash

10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

During the year under review, following Companies/Body corporate became and/or ceased to be the subsidiary, joint venture or associate of the Company:

Sr. No. Name of the Company/Body Corporate	Subsidiary, Joint Venture or Associate	Became
1 M/s RCP Engineering	Joint Venture	January 13, 2025

Except as mention above, please find below the details of existing Joint Venture:

1. Vikran-M/s Emre Ray Enerji Insaat San.Ve Tic. A.S. ("VIKRAN - EREI JV")

2. Vikran-M/s R & B Infra Project Limited ("VIKRAN - RBIPL JV")

3. Vikran-Vishnu Prakash R Punglia Limited ("VIKRAN - VPRPL JV")

11. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

12. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The detail of the Loans, Guarantees and Investments covered under the provision of Section 186 of Companies Act, 2013 are given in the notes to the Financial Statements. (Please refer Note No. 7, 8 of the Financial Statement).

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to in sub section (1) of section 188 entered by the Company during the financial year ended 31st March, 2025 are at arm’s length as mentioned in the financial statements Note No. 42.

Details of contracts/arrangements/ transactions with related party which are required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in "Annexure A" to this Report.

The policy on Related Party Transactions as approved by the Board is available on the website of the Company at https://www.vikrangroup.com/investors-relation/financials.

14. CORPORATE SOCIAL RESPONSIBILITY:

During the year Company has spent Rs. 1,19,00,000/- (Rupees One Crore Nineteen Lakhs Only) towards CSR activities. The CSR "Annexure B" is attached herewith.

The CSR Policy is available on the Company’s website and can be accessed at https://www.vikrangroup.com/investors-relation/financials.

15. RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. At present the Company has not identified any element of risk which may threaten the existence of the Company.

16. INTERNAL CONTROL SYSTEMS:

The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business including adherence to the Company’s Policies, the safeguarding of its assets, the prevention and detection of Frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

The Company’s internal control system is commensurate with its size, scale and complexities of its operations. The Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same.

17. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company is duly constituted. None of the Directors is disqualified from being appointed as such under the provision of Section 164 of the Companies Act, 2013.

Composition of Board of Directors and Key Managerial Personnel as on 31^st March, 2025 is as follows:

Sr No. Name of Director/KMP	DIN	Designation	Date of Appointment
1. Mr. Rakesh Ashok Markhedkar	07009284	Chairman & Managing Director	20/11/2015
2. Mr. Avinash Ashok Markhedkar	03089201	Whole Time Director	02/11/2015
3. Mr. Nakul Markhedkar	07028044	Whole Time Director	01/02/2024
4. Ms. Priti Paras Savla	00662996	Independent Director	24/09/2024
5. Mr. Rakesh Kumar Sharma	02166966	Independent Director	24/09/2024
6. Mr. Arun Bhagwan Unhale	07131173	Independent Director	24/09/2024
7. Mr. Ashish Dinesh Bahety	-	Chief Financial Officer	21/08/2023
8. Ms. Kajal Sagar Rakholiya	-	Company Secretary & Compliance Officer	06/05/2024

During the Financial Year under review, following are the changes in the Composition of Board of Directors and Key Managerial Personnel:

Ms. Kajal Sagar Rakholiya was appointed as Company Secretary & Compliance Officer w.e.f. 06^th May, 2024.

Mr. Avinash Ashok Markhedkar designation was changed to Whole Time Director w.e.f 17^th June, 2024

Mr. Nakul Markhedkar was regularised as Whole-Time Director w.e.f 17^th June, 2024

Ms. Priti Paras Savla was appointed as an Additional Non- Executive Independent Director w.e.f. 24^th September, 2024.

Mr. Rakesh Kumar Sharma was appointed as an Additional Non- Executive Independent Director w.e.f. 24^th September, 2024.

Mr. Arun Bhagwan Unhale was appointed as an Additional Non- Executive Independent Director w.e.f. 24^th September, 2024.

Mr. Rakesh Ashok Markhedkar reappointed as Managing Director w.e.f 24^th September, 2024

Mr. Avinash Ashok Markhedkar reappointed as Whole-Time Director w.e.f 24^th September, 2024

Mr. Nakul Markhedkar reappointed as Whole-Time Director w.e.f 24^th September, 2024

Ms. Priti Paras Savla was regularised as an Independent Director w.e.f. 25^th September, 2024.

Mr. Rakesh Kumar Sharma was regularised as an Independent Director w.e.f. 25^th September, 2024.

Mr. Arun Bhagwan Unhale was regularised as an Independent Director w.e.f. 25^th September, 2024.

18. DISCLOSURES RELATED TO BOARD:

a. BOARD MEETINGS:

The Board of Directors met 31 times during the financial year ended on 31^st March 2025 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The intervening gap between the meetings was within the period as prescribed under the Companies Act, 2013.

The maximum gap between any two Board Meetings was less than One Hundred and Twenty days.

The names of members of the Board, their attendance in the Board Meetings are as under:

Sr. No. Name of Directors	No. of Meetings attended	Total Meetings Held
1. Mr. Rakesh Ashok Markhedkar	31	31
2. Mr. Avinash Ashok Markhedkar	31	31
3. Mr. Nakul Markhedkar	31	31
4. Ms. Priti Paras Savla	4	4
5. Mr. Rakesh Kumar Sharma	4	4
6. Mr. Arun Bhagwan Unhale	4	4

b. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(C) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2025, the Board of Directors hereby confirms that: i. In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit of the Company for the year ended on that date; iii. The Directors have prepared the annual accounts on a "going concern basis". iv. The Directors have 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; v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

c. PERFORMANCE EVALUATION

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors.

The Performance Evaluation Policy is available on the Company’s website and can be accessed at https://www.vikrangroup.com/investors-relation/financials.

d. INDEPENDENT DIRECTORS

The Independent Directors have submitted the Declaration of Independence, stating that they continue to fulfil the criteria of independence as required pursuant to section 149 of the Companies Act, 2013.

The Board is of the opinion that the Independent Directors appointed during the year possess the requisite integrity, expertise, experience, and proficiency to effectively discharge their duties and contribute meaningfully to the Company’s governance and decision-making and fulfil the conditions specified under the Companies Act, 2013.

19. AUDITORS:

(a) STATUTORY AUDITORS

In the Annual General Meeting for the F.Y 2023-24 held on 26^th August, 2024, M/s. Walker Chandiok & Co LLP, Chartered Accountants (FRN-001076N/N500013) were re-appointed as the Statutory Auditors of the Company to hold office for a term of 5 (Five) years from the conclusion of the Annual General Meeting till the conclusion of the Annual General Meeting to be held for the financial year 2028-29.

The Auditors have furnished a certificate of their eligibility for re-appointment under Section 139(1) of the Companies Act, 2013 and have indicated their willingness to continue as Auditors till the conclusion of the Annual General Meeting of the Company to be held for the Financial Year ended 31^st March 2029.

(b) EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors of the Company in their report except as mentioned below:

Please refer para 14(f) of Audit Report for F.Y. 2024-2025 i.e. "The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 14(b) above on reporting under section 143(3)(b) of the Act and paragraph 14(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended)".

(c) INTERNAL AUDITORS

M/s. Shetty & Shetty, Chartered Accountants, (FRN: 140140W), were appointed as an Internal Auditor for conducting Internal Audit of Company on 10^th of May, 2021 for the period of 5 Years i.e. from the FY 2021-22 till the conclusion of FY 2025-26.

(d) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time-to-time M/s. Geeta Canabar & Associates (M. No. 8702), Company Secretaries in practice, have been appointed to undertake the Secretarial Audit of the Company for the Financial Year 2024-25.

The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed and marked as "Annexure C" to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

20. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Further, no case of Fraud has been reported to the Management from any other sources.

21. COMMITTEES:

1. AUDIT COMMITTEE:

The Company constituted Audit Committee in compliance with the requirements of the section 177 of Companies Act, 2013.

Composition:

Name of Directors	Nature of Directorship	Designation in Committee
Ms. Priti Paras Savla	Independent Director	Chairperson
Mr. Rakesh Kumar Sharma	Independent Director	Member
Mr. Nakul Markhedkar	Whole Time Director	Member

The attendance of members of the Audit Committee are as under:

Name of Directors	No. of Meetings attended	Total Meetings Held
Ms. Priti Paras Savla	1	1
Mr. Rakesh Kumar Sharma	1	1
Mr. Nakul Markhedkar	1	1

2. NOMINATION AND REMUNERATION COMMITTEE:

The Company constituted Nomination and Remuneration Committee in compliance with the requirements of the section 178 of Companies Act, 2013.

Composition:

Name of Directors	Nature of Directorship	Designation in Committee
Mr. Rakesh Kumar Sharma	Independent Director	Chairman
Ms. Priti Paras Savla	Independent Director	Member
Mr. Arun Bhagwan Unhale	Independent Director	Member

The attendance of members of the Nomination and Remuneration Committee are as under:

Name of Directors	No. of Meetings attended	Total Meetings Held
Mr. Rakesh Kumar Sharma	1	1
Ms. Priti Paras Savla	1	1
Mr. Arun Bhagwan Unhale	1	1

3. RISK MANAGEMENT COMMITTEE:

The Board of Directors decided to voluntarily constitute Risk Management Committee in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Composition:

Name of Directors	Nature of Directorship	Designation in Committee
Mr. Nakul Markhedkar	Whole Time Director	Chairman
Mr. Rakesh Ashok Markhedkar	Chairman and Managing Director	Member
Mr. Rakesh Kumar Sharma	Independent Director	Member

During the year under review no Risk Management Committee meeting was held.

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Company has reconstituted its Corporate Social Responsibility Committee in accordance with section 135 of Companies Act, 2013. The Details of reconstituted Corporate Social Responsibility Committee are given herein below:

Composition:

Name of Directors	Nature of Directorship	Designation in Committee
Mr. Avinash Ashok Markhedkar	Whole Time Director	Chairman
Mr. Arun Bhagwan Unhale	Independent Director	Member
Mr. Rakesh Ashok Markhedkar	Chairman and Managing Director	Member

The attendance of members of the Corporate Social Responsibility Committee are as under:

Name of Directors	No. of Meetings attended	Total Meetings Held
Mr. Avinash Ashok Markhedkar	1	1
Mr. Rakesh Ashok Markhedkar	1	1
Mr. Arun Bhagwan Unhale	1	1

5. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company formulated Stakeholder’s Relationship Committee pursuant to the provisions of Section 178 of the Companies Act, 2013.

Composition:

Name of Directors	Nature of Directorship	Designation in Committee
Mr. Arun Bhagwan Unhale	Independent Director	Chairman
Mr. Rakesh Ashok Markhedkar	Chairman and Managing Director	Member
Mr. Nakul Markhedkar	Whole Time Director	Member

The attendance of members of the Stakeholder’s Relationship Committee are as under:

Name of Directors	No. of Meetings attended	Total Meetings Held
Mr. Arun Bhagwan Unhale	1	1
Mr. Nakul Markhedkar	1	1
Mr. Rakesh Ashok Markhedkar	1	1

6. CORPORATE AFFAIRS COMMITTEE:

The Company formulated the Corporate Affairs Committee pursuant to provisions of section 179 and other applicable provisions of Companies Act, 2013.

Composition:

Name of Directors	Nature of Directorship	Designation in Committee
Mr. Rakesh Ashok Markhedkar	Chairman and Managing Director	Chairman
Mr. Avinash Ashok Markhedkar	Whole Time Director	Member
Mr. Nakul Markhedkar	Whole Time Director	Member

The attendance of members of the Corporate Affairs Committee are as under:

Name of Directors	No. of Meetings attended	Total Meetings Held
Mr. Rakesh Ashok Markhedkar	10	10
Mr. Avinash Ashok Markhedkar	10	10
Mr. Nakul Markhedkar	10	10

7. INITIAL PUBLIC OFFERING COMMITTEE:

The Company has formulated the Initial Public Offering Committee to undertake an initial public offer of the equity shares of the Company. The Details of Initial Public Offering Committee are given herein below:

Composition:

Name of Directors	Nature of Directorship	Designation in Committee
Mr. Rakesh Ashok Markhedkar	Chairman and Managing Director	Chairman
Mr. Avinash Ashok Markhedkar	Whole Time Director	Member
Mr. Arun Bhagwan Unhale	Independent Director	Member

The attendance of members of the Initial Public Offering Committee are as under:

Name of Directors	No. of Meetings attended	Total Meetings Held
Mr. Rakesh Ashok Markhedkar	1	1
Mr. Avinash Ashok Markhedkar	1	1
Mr. Arun Bhagwan Unhale	1	1

22. VIGIL MECHANISM/WHISTLE-BLOWER POLICY:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013, has framed "Vigil Mechanism" for Directors and employees of the Company for reporting the genuine concerns or grievances or cases of actual or suspected, fraud or violation of the Company’s code of conduct and ethics policy.

The Whistle-blower Policy is available on the Company’s website and can be accessed at https://www.vikrangroup.com/investors-relation/financials.

23. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION AND REDRESSAL) ACT, 2013:

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Complaints Committee(s) (ICCs) to redress and resolve any complaints arising under the POSH Act.

Particulars	Cases
No. of Sexual Harassment Complaints Received	Nil
No. of Complaints Disposed of	Nil
No. of Cases pending for more than 90 Days	Nil

24. MATERNITY BENEFITS AS PER MATERNITY BENEFIT ACT, 1961:

In compliance with the provisions of the Maternity Benefit Act, 1961 and the Rules framed thereunder, the Company has implemented a comprehensive Maternity Benefit Policy. This policy outlines employee entitlements related to maternity leave, salary, benefits, and other associated provisions and the Company has duly complied with the same during the period under review. The Company confirms that all eligible women employees received the required benefits, including paid leave, continued salary and service, and post-maternity support like nursing breaks and flexible work options.

25. PARTICULARS OF EMPLOYEES:

The information pertaining to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, pertaining to the names and other particulars of employees is available for inspection at the registered office of the Company during business hours and the Directors Report is being sent to the members excluding this. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer either at the Registered/ Corporate Office address or by email to companysecretary@vikrangroup.com.

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

(a) Conservation of Energy

(i) the steps taken or impact on conservation of energy	The Company has no activity relating to conservation of energy, details of which are required to be furnished in this report as per the provision of Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014. However, the Company is making every possible effort to conserve the use of power. No Capital investment was made during the year.
(ii) the steps taken by the Company for utilizing alternate sources of energy
(iii) the capital investment on energy conservation equipment

(b) Technology Absorption

(i) the efforts made towards technology absorption	The Company has no activity which requires technology absorption, details of which are required to be furnished in this report as per the provision of Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014. No Import was made during the 3 (Three) Financial Year ended March 31, 2025. Further to note that, no expenditure was incurred on Research and Development.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported
(b) the year of import
(c) whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv) the expenditure incurred on Research and Development

(c) FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no foreign exchange inflow & outflow during the financial year under review.

27. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return in MGT 7 for the FY 2024-25 can be accessed at our website - https://www.vikrangroup.com/investors-relation/financials#3

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE IF ANY:

No such significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future. However, an order dated 14^th August, 2024, received from National Company Law Tribunal, Mumbai Bench, in accordance with the Scheme of Arrangement between Deb Suppliers & Traders Private Limited (First Transferor Company), Farista Financial Consultants Private Limited (Second Transferor Company) with Vikran Engineering Limited (Transferee Company) (formerly known as Vikran Engineering & Exim Private Limited) which does not impact the going concern status and Company’s operations in future.

29. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review: i. There has been no change in the nature of business of the Company. ii. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. iii. The Company is not required to maintain Cost Records, as it does not fall within the purview of Section 148 of the Companies Act, 2013. iv. There was no instance of one-time settlement with any Bank or Financial Institution.

30. SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards, i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, issued by the Company Secretaries of India (ICSI).

31. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Director’s take this opportunity to thank the customers, shareholders, employees, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board

VIKRAN ENGINEERING PRIVATE LIMITED

(Formerly Known as Vikran Engineering & Exim Private Limited)

Sd/-	Sd/-
Rakesh Ashok Markhedkar	Nakul Markhedkar
Chairman & Managing Director	Whole Time Director
DIN: 07009284	DIN: 07028044
Place: Thane
Date: 18th August, 2025