Vishnu Prakash R Punglia Ltd Directors Report

Dear Members,

Your directors (Board of Directors/" the Board") are pleased to present the 12th Annual Report of Vishnu Prakash R Punglia Limited ("the Company"/ "VPRPL") together with the Audited Financial Statement for the Financial Year ended March 31, 2025 (the "Financial Year").

FINANCIAL HIGHLIGHTS

The Companys financial performance for the financial year 2024-25 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, 2025 is as under:

Particulars	2024-25	2023-24
Revenue from Operations	12,374.18	14,738.65
Other Income	87.80	87.81
Total Income (A)	12,461.98	14,826.46
Expenses other than Depreciation, Finance Cost, Exceptional Items and Tax Expense (B)	10,819.63	12,639.75
Profit/Loss before Depreciation, Finance Cost, Exceptional Items	1,642.35	2,186.71
and Tax Expense (A-B)
Less: Depreciation and amortization expenses	159.24	111.75
Less: Finance costs	677.87	429.78
Less: Exceptional & Extraordinary Items	-	-
Profit Before Tax (PBT)	805.24	1,645.18
Less: Tax Expenses	219.28	423.33
Profit after tax (PAT)	585.96	1,221.85
Add: Other Comprehensive Income	(3.51)	0.30
Total Comprehensive Income	582.45	1,222.15
Earnings Per Share	4.70	10.95

STATE OF COMPANYS AFFAIRS

During the Financial Year under review, your Company has generated revenue from operations amounting to 12,374.18 millions as compared to 14,738.65 millions during the previous financial year. Profit before tax during Financial Year 2024-25 was 805.24 millions compared to

1,645.18 millions during previous financial year. Profit after tax was 582.45 million as against 1,221.85 millions.

BUSINESS OVERVIEW

The Company specializes in executing infrastructure projects on an Engineering, Procurement, and Construction (EPC) basis. As of March 31, 2025, the Companys order book stands at an impressive 53,634.4 millions, reflecting robust growth and strong demand for its services.

Throughout the financial year, the Company was awarded a total of fourteen new projects, with a cumulative bid project cost amounting to 18,558.71 million. Furthermore, the Company successfully completed eight projects during the period under review, totalling 7,080 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.

TheCompanyadoptsanintegratedapproachtoconstruction, leveraging its core competencies and substantial in-house resources. This enables the Company to oversee the entire project lifecycle, from initial conceptualization to successful completion. The Companys well-established systems and expertise ensure seamless project execution, positioning it as a leader in the infrastructure sector.

Future Outlook

The Company currently boasts a robust order book valued at 5,363.44 crores, providing clear visibility and a solid foundation for future growth. With this strong order backlog, the Company is focused on enhancing and expanding its project portfolio to ensure continued success in the coming years.

Over the course of its operations, the Company has earned a distinguished reputation for delivering high-quality, efficient, and timely projects. Building on this legacy, we are now focused on accelerating our growth trajectory, with a strategic vision to solidify our position as a leading player in Indias dynamic infrastructure sector.

As we look to the future, the Company is exceptionally well-positioned to seize new opportunities. Our strategy is centered on securing additional contracts and diversifying into emerging areas of infrastructure development. The Company remains committed to maintaining the highest standards of excellence, innovation, and client satisfaction, all of which will drive our continued success as we expand our footprint in the ever-evolving infrastructure landscape.

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, 2025 was 1,500 million divided into 15,00,00,000 Equity Shares of 10 Each. The Issued, Subscribed and Paid-up Capital at the end of financial year stood at 1,246.44 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 10/- each.

DIVIDEND

After a comprehensive evaluation of the companys overall financial position and long-term strategic priorities, the Board of Directors has, in alignment with the Companys Dividend Distribution Policy, taken a considered decision not to recommend a dividend for the financial year 2025. This step, while carefully weighed, reflects our commitment to maintaining financial prudence and strengthening the Companys foundation for sustainable future growth. In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Companys Dividend Distribution Policy is publicly available for reference on our website at https://www.vprp.co.in/images/policy/DIVIDEND%20 DISTRIBUTION%20POLICY.pdf

TRANSFER TO RESERVES

During the year under review, your Company has not transferred any amount to Reserves. The Board of Directors has decided to set aside 585.96 Million as retained earnings, which represents the entire amount of profit for the Financial Year 2024-25 and the same is mentioned in note no. 16 of 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 2024-25 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 23 Joint Operations. The details of such Joint Operations are provided in Note 38 of the Attached Financial Statements. The following Joint Operations were incorporated during Financial Year under review-

1. VPRPL KSIPL BKN JV

The Company and Kunal Structure (India) Private Limited associated themselves into Joint venture on April 30, 2024 to act in collaboration with each other in the name and style of "VPRPL KSIPL BKN JV" for "Major upgradation of Bikaner Railway Station of Bikaner Division of North Western Railway (On EPC)."

2. VPRPL SBEL JV

The Company and Shree Balaji Engicons Limited associated themselves into Joint venture on December 14, 2024 to act in collaboration with each other in the name and style of "VPRPL SBEL JV" for "Formation works involving earthwork in filling in embankment, cutting and blanketing, Bridge works involving construction of important bridges, major bridges, minor bridges, Road Under Bridges/Limited Height Subways, Foot Over Bridges, trolley refuges, toe wall, retaining wall, pitching, side drain, Building works involving construction of station buildings and other service buildings related to Civil and Traction Distribution, platform shelters, staff quarters, P.Way Works involving supplying of ballast, transportation of P.Way material, laying and linking of Broad Gauge track and other miscellaneous works including Electrical (General) Works from Mandpiya (including) to Chanderiya (including) in connection with Ajmer-Chanderiya doubling project of Ajmer division of North Western Railway."

3. VPRPL RBIPL JDA JV

The Company and Rajkamal Builders Infrastructure Private Limited Company associated themselves into Joint venture on July 10, 2024 to act in collaboration with each other in the name and style of "VPRPL RBIPL JDA JV" for the work of "Engineering, Procuring, Construction, Commissioning (EPC) and performance run followed by O&M of sewerage Treatment plant of 30 MLD capacity at Swarn Vihar, Sanganer of Jaipur City based on Sequential Batch Reactor (SBR) Technology."

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, 2025, 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.

Appointment/Reappointment of Directors

The members of the Company at the 11th Annual General Meeting held on September 23, 2024, on the recommendations of the Board and Nomination and Remuneration Committee, approved the appointment of Mr. Anurag Lohiya (DIN: 09257950) as an Independent Director of the Company for a term of 5 consecutive years with effect from September 30, 2024. The Board is of the considered view that Mr. Anurag Lohiya demonstrates exemplary integrity and possesses the requisite expertise, experience, and proficiency.

Further, Mr. Manohar Lal Punglia (DIN: 02161961), was appointed by the Shareholders at the Extra-Ordinary General Meeting of the Company held on April 10, 2021 as the Managing Director for a period of five years commencing from March 15, 2021, and accordingly his term as Managing Director of the Company is expiring on March 14, 2026. The Board of Directors have on the recommendation of the Nomination and Remuneration Committee, proposed the reappointment of Mr. Manohar Lal Punglia (DIN: 02161961) as the Managing Director of the Company for a further period of Five years commencing from March 14, 2026 (liable to retire by rotation).

Mr. Vishnu Prakash Punglia (DIN: 02162019) has attained the age of 69 years and will attain the age of 70 years on May 10, 2026. As per the provisions of section 196 of the Companies Act, 2013, continuation of his directorship requires the approval of the members in the General Meeting by way of Special Resolution. Therefore, The Board of Directors has, on the recommendation of Nomination and Remuneration Committee, proposed the retainment of Mr. Vishnu Prakash Punglia (DIN: 02162019) as the Chairperson and Whole Time Director of the Company for the remaining of his term i.e. upto 29-09-2028 even after attaining the age of 70 years on May 10, 2026.

Cessation/Retirement by Rotation

During the period under review, Mr. Shripal Bhansali completed his second consecutive term as an Independent Director of the Company in accordance with the provisions of the Companies Act, 2013. The Board places on record its sincere appreciation for his valuable contributions, guidance, and unwavering commitment towards the growth and governance of the Company during his tenure.

Further, in terms of applicable provisions of the Act and the Articles of Association of the Company, Mr. Manohar Lal Punglia (02161961), Managing Director and Mr. Kamal Kishor Pungalia (DIN: 02168426), Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered themselves for re- appointment. As required under Regulation 36(3) of the Listing Regulations, particulars of directors seeking appointment/ re-appointment/ liable to retire by rotation at ensuing Annual General Meeting are given in the Annexure to the explanatory statement enclosed to the notice of the AGM.

Declaration by Independent Directors

The Company has received declaration u/s 149(7) of the Act and Regulation 25(8) of the Listing Regulation 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 Indian Institute of Corporate Affairs (IICA).

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/corporate-governance.

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, 2025:

1. Mr. Vishnu Prakash Punglia- Chairperson and Whole Time Director

2. Mr. Manohar Lal Punglia- Managing Director

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

4. Mr. Kamal Kishor Pungalia- Whole Time Director

5. Mr. Ajay Pungalia- Whole Time Director

6. Mr. Sarfaraz Ahmed- Chief Financial Officer

7. Ms. Neha Matnani- Company Secretary and Compliance Officer

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/policies-and-code. 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 believes that Boards Committees are crucial to promote best Corporate Governance practices within the Company. Accordingly, the Company has constituted various Board Committees to improve the board efficiency and to support in decision making. The details of the Boards Committees including number & dates of meetings of Committees held during the FY 2024-25 and attendance thereat are given in the Report on Corporate Governance, forming 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, formal evaluation of Board of Directors and review of the work and performance of the Committees was conducted. The summary of all such evaluations are as under:

• Evaluation of Chairperson of the Board- The performance of Chairperson was evaluated on the factors such as- Demonstration of leadership qualities, promoting shareholder confidence in the Board, Internal Board communication, external communication, Personal attributes i.e. Integrity, Honesty, Knowledge, etc. Independence and ethics also considered.

• Performance of Non-Independent Directors- Proper questionnaire was conducted in written format to evaluate the performance of the Board of Directors. It was observed that all the non-independent directors are investing their time, energy and expertise towards the growth of the Company and the independent directors expressed their satisfaction towards the performance of the non- independent directors of the Company.

• Evaluation of Board as a whole- It was observed that every member of the Board is taking active participation in the decision-making process at the Board Meeting/s and is equally involved in the affairs of the Company. Also, the goal was to improve Board effectiveness, identify areas for development and ensure alignment with the organizations strategic objectives.

• Assessing the Quality, Quantity and Timeliness of Flow of Information Between the Company Management and

The Board – During the assessment, it was deliberated that management of the company is making adequate information available to the Board of the Company in order to enable the Board of Directors take timely decisions and overall satisfaction was also consented on this matter.

• Evaluation of Committees- The performance of the committees is evaluated on the basis of the terms of reference of the committees. Other factors which were considered are- Process and procedures followed for discharging its functions, Effectiveness of suggestions and recommendations received and Conduct of its meetings and procedures followed in this regard.

Overall, it was observed that the Board and Committees has taken great strategic decisions, obtained timely positions, taken timely risk management decisions, ensured that there exists timely flow of information and implemented internal financial controls across the entire organization.

DIRECTORS RESPONSIBILITY STATEMENT

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

a) In preparation of the annual accounts, the applicable accounting standards have 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 are 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 have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The Directors have prepared the annual accounts on a going concern basis e) 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; f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and effective.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India. The Report on Corporate Governance, as stipulated under Regulation 34 of the Listing Regulations is attached. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013 for the year under review. The certificate from Reeptika Barmera & Associates confirming compliance to the conditions of Corporate Governance as stipulated under 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 of the Listing Regulations read with relevant SEBI Circulars, new reporting requirements on ESG parameters were prescribed under "Business Responsibility and Sustainability Report" (‘BRSR) which forms an integral part of this Annual Report. The BRSR provides details on initiatives taken from an environmental, social and governance perspective.

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 2024-25.

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.

The Statutory Auditors of the Company have issued Audit Reports on the Annual Financial Statement of the Company with unmodified opinion. There were no qualification, reservation or adverse remark or disclaimer made by the

Statutory Auditors in their reports on Annual Financial Statements.

Secretarial Auditors

FCS Reeptika Barmera, Practising Company Secretary (C.P. No. 16551, FCS Membership No. 11280) had carried out the Secretarial Audit for the financial year ended March 31, 2025. The Secretarial Audit Report for the Financial Year 2024-25 does not contain any qualification, reservation and is annexed herewith as Annexure - I and forms part of this Report except a show cause notice issued by the Stock Exchange Board of India (SEBI) under Rule 4(1) of the SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 to the Company which is still under adjudication.

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on September 03, 2025, based on recommendation of the Audit Committee, has approved the appointment of M/s GMJ & Associates, Company Secretary (ies), a peer reviewed firm as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029- 30, subject to approval of the Members at the ensuing AGM.

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 2024-25, with respect to Construction of Roads and submitted the Cost Audit Report, without any qualification, for the Financial Year ended 31st March 2025.

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 2025-26 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 2024-25. 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 2025-26.

Reporting of Fraud

During the financial year 2024-25, none of the Auditors of the Company have reported any instances of fraud committed as specified under section 143(12) of the Act.

STATEMENT ON UTILISATION OF IPO PROCEEDS AND VARIATIONS

The Company vide its prospectus dated August 30, 2023 made the public issue of 3,12,00,000 equity shares of face value of 10 each at an issue price of 99 per share (including a share premium of 89 per share), which was successfully subscribed. Shareholders, at the 11th Annual General Meeting held on September 23, 2024, approved a variation in the utilisation of IPO proceeds. As per the approved variation, 178.7 million was re-allocated in the following manner - 135.75 million towards capital expenditure for purchase of equipment/machinery different from that originally disclosed in the prospectus, and 42.95 million towards repayment of term loans relating to existing capital equipment.

As on March 31, 2025, the Company has fully utilised the entire IPO proceeds in adherence to the revised allocation approved by the shareholders, and in accordance with the original objects of the issue as amended. Quarterly statements of variation/deviation were placed before the Audit Committee and Board and after they reviewed and approved these disclosures, it was submitted to the stock exchanges until full utilisation was achieved.

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 2024-25 and attendance thereat are given in the "Report on Corporate Governance", forming part of this Report.

The Company has spent 23.16 millions towards CSR expenditure for the financial year. 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) is set out in Annexure II of this report.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules framed there under and Regulation 22 of SEBI Listing Regulations, your company has established a mechanism (whistle blower policy) through which all stake holders can report the suspected frauds and genuine grievances to the appropriate authority.

Further details of the Vigil Mechanism/ Whistle Blower Policy of the Company are provided in the Report on Corporate Governance, forming part of this report. The Whistle Blower Policy is hosted on the Companys website at Whistle Blower Vigil mechanismm Policy.pdf

INTERNAL FINANCIAL CONTROLS

The Company has implemented Internal Financial Controls that align with the nature of its business and the scale of its operations. These controls are designed to safeguard assets, ensure the reliability of financial transactions through adequate checks and balances, comply with applicable laws and accounting policies, and follow established approval procedures. They also support the efficient use of available resources. These systems undergo regular review and continuous improvement.

RISK MANAGEMENT FRAMEWORK

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, top 1000 listed companies based on market capitalization are mandatorily required to 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 03-02-2025 and 17-03-2025 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 2024-25 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/policies-and-code.

The details of the Related Party Transactions are set out in the Note No. 41 to Financial Statements forming part of this Annual Report. Further, during the Financial 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 2024-25, 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. The number of employees/workers as on March 31, 2025 is as follows:

Particulars	No. of employees/ workers
Male employees	1399
Female employees	55
Male Workers	8954
Female Workers	136
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 2024-25, 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 ensures that all eligible women employees are provided with maternity benefits in accordance with the Act, including but not limited to paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

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

Conservation of Energy 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 2024-25.

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:

Name of Director	Accepted during the year
Vishnu Prakash Punglia	105.90
Manohar Lal Punglia	339.00
Sanjay Kumar Punglia	74.30
Kamal Kishor Pungalia	2.20
Ajay Pungalia	656.70

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-8 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, 2025 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) No application has been made under the Insolvency and Bankruptcy Code, hence the requirement to disclose the details of the application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and b) The Company has not entered into any onetime settlement with any Bank or Financial Institutions, hence disclosure under rule (8)(5)(xii) of Companies (Accounts) Rules 2014 is not applicable. c) There was no revision of financial statements and the Boards Report of the Company during the year under review;

APPRECIATION AND ACKNOWLEDGEMNET

Your Company has consistently delivered improved performance through continuous enhancements across all functions and efficient utilization of resources. This strategic approach has contributed to the Companys sustained and profitable growth. The Board of Directors extends its sincere gratitude to all government and regulatory bodies, including the National Highways Authority of India, Ministry of Road Transport & Highways, Public Works Departments, Ministry of Railways, as well as financial institutions, banks, joint venture and consortium partners, customers, vendors, suppliers, sub-contractors, members, and other stakeholders for their unwavering support. The Board also places on record its deep appreciation for the dedicated efforts and continued commitment of all employees and associates, whose contributions have been instrumental in the Companys success.

	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: September 03, 2025	DIN: 02162019	DIN: 02161961