Vishnu Prakash R Punglia Ltd Directors Report

To, The Members

Vishnu Prakash R Punglia Limited

Dear Members,

Your directors (Board of Directors/” the Board”) are pleased to present the 13^th Annual Report of Vishnu Prakash R Punglia Limited (“the Company”/ “VPRPL”) together with the Audited Financial Statement for the Financial Year ended March 31, 2026 (the “Financial Year”).

FINANCIAL HIGHLIGHTS

The Companys financial performance for the financial year 2025-26 along with comparative previous year balance sheet prepared in accordance with the Indian Accounting Standards as prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026 is as under:

(Rs in millions)

Particulars	2025-2026	2024-2025
Revenue from Operations	8511.95	12,374.18
Other Income	102.00	87.80
Total Income (A)	8613.95	12,461.98
Expenses other than Depreciation, Finance Cost, Exceptional Items and Tax Expense (B)	9332.79	10,819.63
Profit/Loss before Depreciation, Finance Cost, Exceptional Items and Tax Expense (A-B)	(718.81)	1,642.35
Less: Depreciation and amortization expenses	215.67	159.24
Less: Finance costs	738.45	677.87
Less: Exceptional & Extraordinary Items	99.64	-
Profit Before Tax (PBT)	(1772.60)	805.24
Less: Tax Expenses	(271.44)	219.28
Profit after tax (PAT)	(1501.16)	585.96
Add: Other Comprehensive IncomeRs	7.56	(3.51)
Total Comprehensive Income	(1493.60)	582.45
Earnings Per Share	(12.04)	4.70

STATE OF COMPANYS AFFAIRS

During the Financial Year under review, your Company has generated revenue from operations amounting to Rs8511.95 million as compared to Rs12,374.18 million during the previous financial year. The Company faced a loss of Rs1772.60 million during the Financial Year 2025-26 as compared to previous financial years profit of Rs805.24 million. After Tax adjustment the loss faced by the Company is of Rs1501.16 million as against the Profit of Rs585.96 million during the previous financial year.

BUSINESS OVERVIEW

The Company specializes in executing infrastructure projects on an Engineering, Procurement, and Construction (EPC) basis. As of March 31, 2026, the Companys order book stands at an impressive Rs43,910.9 million, reflecting robust growth and strong demand for its services.

Throughout the financial year, the Company was awarded a total of three new projects, with a cumulative bid project cost amounting to Rs1,148.1 million. Furthermore, the Company successfully completed six projects during the period under review, totalling Rs3,628.7 million in value. These milestones underscore the Companys capability to effectively manage large-scale infrastructure projects while maintaining a high standard of quality and efficiency.

The Companys integrated execution model enables it to efficiently undertake and deliver a wide range of complex

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infrastructure projects. With experienced professionals, established processes, in-house capabilities and strong project management systems, the Company maintains comprehensive control throughout the project lifecycle, covering planning, engineering, construction, commissioning and completion. This end-to-end approach facilitates better coordination, optimises resource utilisation, enhances quality and cost management, and supports timely execution. By combining technical expertise with disciplined project management, the Company continues to strengthen execution efficiency, build stakeholder confidence and reinforce its position as a dependable infrastructure partner.

Future Outlook

The Company currently boasts a robust order book valued at Rs43,910.9 million, providing a clear visibility and a solid foundation for future growth. With a robust order backlog providing strong revenue visibility, the Company remains focused on expanding its project portfolio, pursuing strategic opportunities and strengthening its execution capabilities to drive sustainable growth and long-term value creation.

The Company remains confident in the long-term growth potential of Indias infrastructure sector and is well positioned to capitalise on the opportunities arising from continued investments in infrastructure development. With a strong execution track record, diversified capabilities and a healthy project pipeline, the Company remains focused on disciplined expansion, operational excellence and sustainable, profitable growth, while creating enduring value for its stakeholders.

The Companys near-term priorities are centred on accelerating project execution, enhancing operational efficiency and improving profitability through disciplined project management, optimal resource utilisation and greater adoption of technology-driven processes. At the same time, the Company will continue to evaluate new business opportunities selectively, prioritising projects that offer sustainable returns, manageable risks and strong alignment with its technical expertise, execution capabilities and strategic objectives.

Going forward, the Company remains focused on building a diversified and high-quality project portfolio while maintaining a prudent balance between growth, risk and capital deployment. Strong emphasis will continue to be placed on execution excellence, quality, safety, timely delivery and customer satisfaction, enabling the Company to scale its operations responsibly and participate in larger and more complex infrastructure opportunities.

With Indias sustained emphasis on infrastructure development, the Company sees significant opportunities for the years ahead. By combining execution excellence with operational discipline, innovation and a strong commitment to stakeholder value, the Company aims to build a resilient and scalable business and further strengthen its position as a dependable infrastructure partner in India.

CHANGE IN NATURE OF BUSINESS

During the Financial Year, there was no change in the nature of Companys business.

CAPITAL STRUCTURE

There was no change in the authorized share capital of the Company during the financial year. The Authorised Capital of the Company as on March 31, 2026 was Rs1,500 million divided into 15,00,00,000 Equity Shares of Rs10 Each. The Issued, Subscribed and Paid-up Capital at the end of financial year stood at Rs1,246.44 million. The equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) with effect from September 05, 2023. The Company has not issued any equity shares with differential rights, sweat equity or bonus shares. The Company has only one class of equity shares having a face value of Rs10/- each.

DIVIDEND

After due consideration of the Companys financial position, funding requirements and long-term strategic priorities, the Board of Directors, in accordance with the Companys Dividend Distribution Policy, has decided not to recommend any dividend for the financial year ended March 31, 2026.

The decision underscores the Companys disciplined approach to capital management and its priority of maintaining financial strength while meeting the evolving requirements of the business. Retaining resources within the Company will provide greater flexibility to support ongoing operations, fund growth initiatives and pursue attractive business opportunities. The Board believes this approach will strengthen the Companys financial foundation and enhance its ability to deliver sustainable growth and long-term value for stakeholders.

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Companys Dividend Distribution Policy is available on the Companys website for reference. https://www.vprp.co.in/images/policy/DIVIDEND%20 DISTRIBUTION%20POLICY.pdf

TRANSFER TO RESERVES

During the year under review, the Company incurred a loss of Rs1,501.16 million, which has been adjusted against the Retained Earnings. The details are disclosed in Note No.16

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to Financial Statements Except for the aforesaid transfer and the same has been disclosed in Note No. 16 to the financial statements.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of your Company which has occurred between end of financial year 2025-26 and the date of Boards Report.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATES

The Company does not have any Subsidiaries & Associate Companies. The Company is also not a Subsidiary of any other Company.

OUR JOINT OPERATIONS

At the end of the Financial Year, the Company was having 22 Joint Operations. The details of such Joint Operations are provided in Note 41 of the Attached Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys Operation in future.

INSURANCE

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board composition is in conformity with the applicable provisions of the Act and the Listing Regulations, as amended from time to time. As on March 31, 2026, the Board consists of 11 directors comprising of six (6) Independent Directors and five (5) Executive Directors. The Board Composition of the Company is detailed in attached Corporate Governance Report and can also be accessed on the Companys website at https://www.vprp.co.in/board-of-directors.

Retirement by Rotation

Pursuant to the applicable provisions of the Companies Act, 2013 (the “Act”) and the Articles of Association of the Company, Mr. Sanjay Kumar Punglia (DIN: 02162102), Whole-time Director, and Mr. Ajay Pungalia (DIN: 02162190), Whole-time Director of the Company, retire by rotation at the forthcoming Annual General Meeting (“AGM”) and, being eligible, have offered themselves for re-appointment.

The disclosures required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) and Secretarial Standard-2 on General Meetings (“SS-2”) in respect of the aforesaid Directors are provided in the Notice convening the AGM, which forms part of this Annual Report.

The Notice of the ensuing AGM contains the resolutions for the proposed re-appointment of the aforesaid Directors.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the ‘Criteria of Independence as specified under Section 149(6) of the Act and the Rules made thereunder and applicable provisions of Regulation 16(1)(b) of the Listing Regulations and are independent of the management.

Registration of Independent Directors in Independent Directors databank

All the independent Directors of your company have been registered and are members of independent Directors Databank maintained by the India Institute of Corporate Affairs (IICA). The Board of Directors state that the independent directors appointed by the Company are persons of high integrity, expertise and experience (including the proficiency).

Familiarisation Programme for Independent Directors

As required under Regulation 46(2)(i) of the Listing Regulations, the details of familiarization programmes conducted during financial year is placed on the Companys website and the same can be accessed at https://www. vprp.co.in/images/policy/Familarization-programmee-on-independent-director.pdf

Key Managerial Personnel

In terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any amendments thereunder), the following employees were holding the position of Key Managerial Personnel (‘KMP) of the Company as on March 31, 2026:

1. Mr. Vishnu Prakash R Punglia- Chairman and Whole Time Director

2. Mr. Manohar Lal Punglia- Managing Director

3. Mr. Sanjay Kumar Punglia- Chief Executive Officer and Whole Time Director

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4. Mr. Kamal Kishor Punglia- Whole Time Director

5. Mr. Ajay Pungalia- Whole Time Director

6. Mr. Sarfaraz Ahmad- Chief Financial Officer (Resigned w.e.f. closing of business hours of June 30, 2026)

7. Nitisha Jain- Company Secretary and Compliance Officer (Resigned w.e.f. closing of business hours of June 30, 2026) After the end of the financial year, Mr. Vinod Kumar Pungliya was appointed as Chief Financial officer w.e.f. July 6, 2026 and Ms. Monica Purohit was appointed as Company Secretary w.e.f. July 1, 2026.

POLICY ON DIRECTORS APPOINTMENT & REMUNERATION

The Company has in place the Nomination & Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and Other Employees, which, inter-alia, lays down the criteria for determining qualifications, positive attributes and independence of a director, appointment and removal of Directors, Key Managerial Personnel and other Senior Management of the Company, along with the criteria for determination of their remuneration and evaluation and includes other matters, as prescribed under the provisions of Section 178 of the Act and the Listing Regulations. The policy is available on the website of the Company at https:// www.vprp.co.in/images/policy/NOMINATION%20AND%20 REMUNERATION%20POLICY.pdf . We affirm that the remuneration paid to the directors were as per the terms laid out in the Nomination and Remuneration Policy of the Company.

COMMITTEES OF THE BOARD

Your Company recognises that Board Committees play a vital role in strengthening and promoting sound Corporate Governance practices. Accordingly, the Company has constituted various Board Committees to enhance the effectiveness and efficiency of the Board and to facilitate informed decision-making. The composition, functions and other details of the Board Committees, including the number and dates of meetings held during FY 2025-26 and the attendance of the respective members thereat, are set out in the Report on Corporate Governance, which forms an integral part of this Report.

MEETING OF BOARD AND ITS COMMITTEES

During the financial year, five (5) Board meetings were convened and duly held. The details of meetings of the Board and Committees of the Board held during the year, attendance of Directors thereat and other details of various

Committees of the Board are given in the Report on Corporate Governance, forming part of this Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, AND DIRECTORS

During the year under review, the Company undertook a formal evaluation of the performance of the Board of Directors, its Committees, the Chairperson and individual Directors, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The evaluation was aimed at assessing the effectiveness of the Board and its Committees, identifying areas for improvement and ensuring that their functioning remained aligned with the Companys strategic objectives and governance standards.

The summary of the evaluation process and the key observations is set out below:

• Evaluation of the Chairperson: The performance of the Chairperson was evaluated with reference to various parameters, including leadership and stewardship, effectiveness in conducting Board proceedings, facilitation of constructive discussions and effective decision-making, promotion of shareholder confidence, quality of internal and external communication, and demonstration of integrity, transparency, knowledge, independence of thought and ethical conduct.

• Evaluation of Individual Directors: The performance of Individual Directors was evaluated based on their participation and contribution to the deliberations of the Board and its Committees, understanding of the Companys business and industry, application of knowledge and expertise, preparedness for meetings, constructive contribution to strategic discussions and adherence to their fiduciary and governance responsibilities. The evaluation reflected that the Directors continued to devote adequate time, attention and expertise towards the affairs and growth of the Company.

• Evaluation of the Board as a Whole: The Board was evaluated on parameters including its overall composition and diversity, effectiveness of Board deliberations, quality of strategic oversight, participation and contribution of its members, effectiveness of decision-making, monitoring of the Companys performance and achievement of strategic objectives. The evaluation indicated that the Board continued to function effectively, with active participation by its members and constructive deliberations on matters placed before it.

• Quality, Quantity and Timeliness of Flow of Information: The Board evaluated the quality, adequacy and timeliness of information provided by the Management to enable the Directors to discharge their responsibilities effectively and take informed and timely decisions. The evaluation indicated that the information and presentations made available to the Board were adequate, relevant and timely, facilitating effective oversight and decision-making.

• Evaluation of Board Committees: The performance of the Committees of the Board was evaluated with reference to their respective terms of reference, composition, effectiveness in discharging their responsibilities, quality and timeliness of information placed before them, adequacy of deliberations, effectiveness of recommendations and the conduct and frequency of meetings. The Committees were observed to be functioning effectively and discharging their respective responsibilities in accordance with their mandates.

Overall Assessment: The overall evaluation reflected that the Board and its Committees continued to discharge their responsibilities effectively and contribute meaningfully to the governance and strategic direction of the Company. The Board maintained an appropriate focus on business performance, strategic matters, risk management, internal controls and compliance, while ensuring effective oversight and timely flow of relevant information. The evaluation process also provided an opportunity to identify areas for continued improvement in Board effectiveness and governance practices.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Board of Directors of the Company, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had 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 at the end of the financial year and of the profit and loss of the Company for that period;

c) The Directors had taken proper and sufficient care 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 Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

f) 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.

CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of Corporate Governance and continues to adhere to the principles and requirements of Corporate Governance prescribed under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

The Report on Corporate Governance, prepared in accordance with the applicable requirements of Regulation 34 of the Listing Regulations, forms part of this Annual Report. The Report also contains the disclosures required under the Companies Act, 2013 and the Listing Regulations, to the extent applicable to the Company, for the financial year under review.

A certificate from GMJ & Associates, Company Secretaries, confirming compliance with the applicable Corporate Governance requirements as stipulated under the Listing Regulations, is annexed to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately which is forming part of this report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (BRSR)

Pursuant to Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Business Responsibility and Sustainability Report (“BRSR”), in the prescribed format, forms an integral part of this Annual Report.

The BRSR provides disclosures on the Companys performance and initiatives across Environmental, Social and Governance (“ESG”) parameters, in accordance with the framework prescribed by the Securities and Exchange Board of India (“SEBI”).

The BRSR for the financial year ended March 31, 2026, is annexed to and forms part of this Annual Report.

SECRETARIAL STANDARDS

Your Company has complied with the applicable provisions of Secretarial Standard 1 on Meetings of the Board of Directors and Secretarial Standard 2 on General Meetings during the Financial Year 2025-26.

AUDITORS AND AUDIT REPORTS

Statutory Auditors

In terms of provisions of Section 139 of the Act, M/s. Banshi Jain & Associates, Chartered Accountants (Firm Registration No. 100990W), was appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years from the of 10th AGM till the conclusion of the 15th AGM of the Company to be held in the year 2028. M/s. Banshi Jain & Associates have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and satisfy the prescribed eligibility criteria.

Explanations to the Adverse remarks of the Statutory Auditors

The Statutory Auditors of the Company have issued their report on the Annual Financial Statements for the financial year ended March 31, 2026 with an unmodified opinion. The Audit Report, however, contains certain Emphasis of Matter and other adverse remarks. The explanations of the Board of Directors in respect thereof are as follows:

1. Emphasis of Matter – Exceptional Item

The Statutory Auditors have drawn attention to Note No. 45 to the Financial Statements relating to recognition of an exceptional item of Rs99.64 million (Rs9.964 crore) in respect of encashment of performance bank guarantee and forfeiture of security deposit pertaining to the Jaipur–Sawai Madhopur Doubling Project.

The contract was rescinded by the Chief Engineer (Construction)-III, North Western Railway, vide termination notice dated January 13, 2026. The Company has challenged the termination and consequential actions before the Honble Rajasthan High Court, Jodhpur, vide S.B.C.W. No. 983/2026 and S.B.C.W. No. 8878/2026, and the matter is pending adjudication.

Pending the outcome of the proceedings, the Company, as a matter of prudence, has recognized an Expected Credit Loss of Rs99.64 million during the year, which has been disclosed as an exceptional item in the Financial Statements. The Management is pursuing the matter before the Honble Court and is hopeful of obtaining appropriate relief based on the facts and circumstances of the case.

2. Emphasis of Matter – Termination of Contract and Bank Guarantee

The Statutory Auditors have drawn attention to Foot Note 4 of Note No. 38 relating to the termination of the contract awarded to VPRPL-KSIPL BKN JV for

“Major Upgradation of Bikaner Railway Station of North Western Railway on EPC” and the consequential order for encashment of performance bank guarantee and forfeiture of security deposit aggregating to Rs199.472 million (Rs19.9472 crore).

The Company has challenged the aforesaid action before the Honble Rajasthan High Court, Jodhpur, vide S.B.C.W.P. No. 10651/2026. During the proceedings, the respondents submitted an undertaking before the Honble Court that they would not proceed with encashment of the bank guarantee, which undertaking has been recorded by the Honble Court and continues to operate until the next date of hearing.

In view of the pendency of the matter and the aforesaid undertaking, no provision has been recognized in respect of the proposed encashment of the performance bank guarantee and forfeiture of security deposit. The Management is pursuing the matter before the Honble Court and is hopeful of obtaining appropriate relief.

3. Material Uncertainty Relating to Going Concern

The Statutory Auditors have drawn attention to Note No. 46 regarding delays in realization of receivables, resulting in temporary liquidity constraints and related concerns regarding the Companys ability to continue as a going concern.

The Management clarifies that the liquidity constraints were primarily attributable to delays in realization of receivables from Government departments and Government-backed authorities. The Company expects realization of such receivables based on the status of pending approvals, historical realization trends and continued follow-up with the concerned authorities.

The Promoters have continued to support the Company through unsecured, interest-free loans.

Further, during the year, the Company repaid and closed borrowing facilities from banks and financial institutions aggregating approximately Rs340 crore, while continuing its business operations.

Based on projected cash flows, expected realization of receivables and claims, continued Promoter support and ongoing business operations, the Management is of the view that the Company will be able to meet its obligations as and when they fall due and continue its operations in the foreseeable future. Accordingly, the Financial Statements have been prepared on a going concern basis.

4. Delay in Payment of Statutory Dues

The Statutory Auditors have reported that statutory dues relating to GST, Provident Fund and ESI have generally been deposited by the Company, with certain delays in a few cases. The Auditors have also reported delays in payment of Income Tax and TDS, including TDS dues of Rs75.15 million (Rs7.515 crore) outstanding as at the date of their Report.

The Company acknowledges the delays, which were primarily attributable to temporary liquidity constraints arising from delayed realization of receivables. The Company is taking necessary steps to discharge the outstanding statutory dues, together with applicable interest and other statutory liabilities, in accordance with applicable law.

The Management is also strengthening its cash-flow management and statutory compliance processes to ensure timely discharge of statutory dues going forward.

Secretarial Auditors

GMJ & Associates, Company Secretaries a peer reviewed firm (ICSI Unique Code P2011MH023200) had carried out the Secretarial Audit for the financial year ended March 31, 2026. The Secretarial Audit Report for the Financial Year 2025-26 does not contain any qualification, reservation and is annexed herewith as Annexure - I and forms part of this Report.

Cost Auditors

The Company has maintained cost accounts and records as specified by the Central Government under sub-section (1) of Section 148 of the Act. M/s Rajendra Singh Bhati & Co., Cost Accountants have audited the Cost Records of the Company, for the Financial Year 2025-26, with respect to Construction of Roads and submitted the Cost Audit Report for the Financial Year ended 31st March 2026.

Further, M/s Rajendra Singh Bhati & Co., Cost Accountants (Membership No. 33509/ FRN: 101983) have been appointed as Cost Auditors of the Company for Conducting Cost audit for Financial Year 2026-27 and the remuneration proposed to be paid to the Cost Auditor is subject to ratification by the members of the Company at the ensuing Annual General Meeting.

Internal Auditors

The Board has appointed M/s. R.G. Maheshwary & Co. CA Firm, (Firm Registration No. 012124C) as Internal Auditors for conducting Internal Audit for the Financial Year 2025-26. The observations and suggestions of the Internal Auditors were reviewed and necessary corrective/ preventive actions were taken in consultation with the Audit Committee. On the recommendation of the Audit Committee, the Board has re-appointed M/s. R.G. Maheshwary & Co. CA Firm, (Firm Registration No. 012124C), as Internal Auditors of the Company for the Financial Year 2026-27.

Reporting of Fraud

During the financial year 2025-26, none of the Auditors of the Company have reported any instances of fraud committed as specified under section 143(12) of the Act.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has duly constituted CSR Committee which is responsible for fulfilling the CSR objectives of the Company. The composition of CSR committee and the other details of the CSR Committee including number & dates of meetings of Committee held during the FY 2025-26 and attendance thereat are given in the “Report on Corporate Governance”, forming part of this Report.

The Company has spent Rs24.64/- million towards CSR expenditure for the financial year 2025-26. Your company ensures that the beneficiaries of the CSR are in the vicinity of its area of operation.

The Annual Report on CSR activities undertaken during the year as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) are set out in Annexure II of this report.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Companies Act, 2013, read with the rules made thereunder, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/Whistle Blower Policy to provide a structured framework through which stakeholders may report instances of suspected fraud, misconduct, unethical behaviour, or other genuine concerns and grievances to the appropriate authority.

The Vigil Mechanism is intended to ensure that stakeholders have an appropriate and confidential channel to raise concerns in good faith, without fear of retaliation or victimisation.

Further details regarding the Vigil Mechanism/Whistle Blower Policy of the Company are set out in the Report on Corporate Governance, forming part of this Annual Report.

The Whistle Blower Policy is available on the Companys website at: https://www.vprp.co.in/images/policy/Whistle%20 Blower%20Vigil%20mechanismm%20Policy.pdf

INTERNAL FINANCIAL CONTROLS

The Company has established and maintained adequate Internal Financial Controls with reference to the financial statements, commensurate with the nature, size and complexity of its operations. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting, the accuracy and completeness of accounting records, the safeguarding of assets, the prevention and detection of frauds and errors, and the timely preparation of reliable financial information.

The Internal Financial Controls also ensure that transactions are undertaken in accordance with the authorisations of the management and the Board of Directors, applicable laws and regulations, the Companys policies and established accounting principles and procedures. The control framework is supported by appropriate checks and balances and is subject to periodic review to ensure its continued effectiveness and to identify areas for improvement.

RISK MANAGEMENT FRAMEWORK

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations top 1000 listed companies based on market capitalization is mandatorily required to be constitute the Risk Management committee and adopt the Risk Management Policy of the Company.

In order to comply with aforesaid requirement, the Board of Directors at their meeting held on 09-02-2024 has constituted the Risk Management Committee. During the year Risk management committee meetings were held on 13-08-2025 and 14-02-2026 to review the overall risk management policy commensurate the size of the organization.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year 2025-26 with related parties were in accordance with the policy of the Company on Related Party Transactions, were in its ordinary course of business and on an arms length basis and also prior approved by the Audit Committee. The Policy on Related

Party Transactions is hosted on the website of the Company at https://www.vprp.co.in https://www.vprp.co.in/images/ policy/RPT%20Policy.pdf

The details of the Related Party Transactions are set out in the Note-44 to Financial Statements forming part of this Annual Report. Further, during the year, your Company had not entered into any contract / arrangement / transaction with related parties which could be considered material or 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 Act, 2013.

PARTICULARS OF EMPLOYEES

The directors would like to place on record their sincere appreciation for the contributions made by employees of the Company at all levels. None of the employees of your Company had drawn, for the financial year 2025-26, remuneration in excess of limits prescribed by provision of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and therefore the disclosure under this provision is not required. The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure - III and forms part of this Report.

Particulars	No. of employees/ workers
Male employees	1169
Female employees	53
Male Workers	8280
Female Workers	120
Transgender	0

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a safe and conducive work environment to its employees. The Company has in place POSH Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The details regarding the number of complaints received, disposed and pending during the Financial Year 2025-26, pertaining to incidents under the framework/ law are as follows:

Particulars	Number
Number of complaints pending at the beginning of the financial year	Nil
Number of complaints received during the financial year	Nil
Number of complaints disposed off during the financial year	Nil
Number of complaints those remaining unresolved at the end of the financial year	Nil

MATERNITY BENEFIT ACT, 1961

The Company is committed to ensuring that all eligible women employees are provided with maternity benefits in accordance with the applicable provisions of the Maternity Benefit Act, 1961, and the rules made thereunder. Such benefits include, inter alia, paid maternity leave, nursing breaks and protection against dismissal or adverse employment action during the period of maternity leave, as prescribed under the applicable law.

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

Conservation of Energy which is a regular process in the Companys construction activities and the same is not furnished as the relevant rule is not applicable to your company. There is no information to be furnished regarding Technology Absorption as your company has not undertaken any research and development activity in any manufacturing activity nor any specific technology is obtained from any external sources which needs to be absorbed or adapted.

In accordance with the provisions of Section 134 of the Companies Act, 2013, there has been no foreign exchange earnings or outgo for the financial year 2025-26.

DEPOSITS

Your company has not accepted any deposits from public and hence no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet. Further, the details of money accepted from the Directors of the Company (under the proviso to Rule 2(1) (c)(viii) of Companies (Acceptance of Deposit) Rules, 2014:

	(Rs in millions)
Name of Director	Accepted during the year
Vishnu Prakash Punglia	755.6
Manohar Lal Punglia	1105.37
Sanjay Kumar Punglia	1198.95
Kamal Kishor Pungalia	467.4
Ajay Pungalia	1134.41

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments as required by the provisions of Section 186 of the Act and the rules made thereunder are set out in the Note-9 to the Standalone Financial Statements of the Company. Your Company falls within scope of the definition “Infrastructure Company” as provided by the Companies Act, 2013. Accordingly, the Company is exempted from the provisions of Section 186(2) to 186(10) of the Act with regards to Loans, Guarantees and Investments.

ANNUAL RETURN

In accordance with the provisions of Section 134 read with Section 92(3) of the Act, the Draft Annual Return as on March 31, 2026 is available on the website of the Company and can be viewed at https://www.vprp.co.in/annual-return.

GENERAL DISCLOSURES

The Directors of Your Company 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:

a) Insolvency and Bankruptcy Code, 2016: During the year, two operational creditors have filed applications under Section 9 of the Insolvency and Bankruptcy Code, 2016 (“IBC”) before the National Company Law Tribunal (“NCLT”), Mumbai Bench, against the Company in respect of alleged operational dues aggregating to approximately Rs42.62 crores. As at March 31, 2026, the said applications are pending before the NCLT at the stage of filing of replies/objections and no order admitting the applications has been passed.

b) One-Time Settlement with Banks or Financial Institutions: The Company has not entered into any one-time settlement with any bank or financial institution during the year under review. Accordingly, the disclosure required under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 is not applicable.

c) Revision of Financial Statements or Boards Report:

There has been no revision of the financial statements or the Boards Report of the Company during the year under review. Accordingly, the provisions relating to disclosure of such revision are not applicable.

APPRECIATION AND ACKNOWLEDGEMNET

TheBoardofDirectorsplacesonrecorditssincereappreciation to all stakeholders who have contributed to the Companys progress and achievements during the year under review. The Companys continued focus on operational efficiency, prudent resource management, execution capabilities, and continuous improvement has enabled it to strengthen its performance and pursue sustainable and profitable growth.

The Board expresses its gratitude to all Government authorities and regulatory bodies, including the National Highways Authority of India, Ministry of Road Transport & Highways, Public Works Departments, Ministry of Railways, and other statutory and administrative authorities, for their continued guidance, cooperation, and support.

The Board also acknowledges with appreciation the valuable association and support extended by the Companys financial institutions, banks, joint venture and consortium partners, customers, vendors, suppliers, sub-contractors, members, and other business associates. Their continued confidence, cooperation, and collaboration have been vital to the Companys operations and growth.

The Board further places on record its sincere appreciation for the dedication, professionalism, and commitment demonstrated by the Companys employees and associates. Their collective efforts and contribution have been instrumental in overcoming challenges, strengthening the Companys capabilities, and advancing its objectives during the year.

The Board looks forward to the continued support and cooperation of all stakeholders as the Company remains committed to delivering sustainable growth, creating long-term value, and building a stronger and more resilient organisation in the years ahead.

	For and on behalf of the board of directors of VISHNU PRAKASH R PUNGLIA LIMITED
	Sd/-	Sd/-
	Vishnu Prakash Punglia	Manohar Lal Punglia
Place: Jodhpur	Chairperson and Whole Time Director	Managing Director
Date: 05-09-2026	DIN: 02162019	DIN: 02161961