Vishnu Prakash R Punglia Ltd Directors Report

Dear Members,

Your directors (Board of Directors/"the Board") are pleased to present the 11^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, 2024 (the "Financial Year").

FINANCIAL HIGHLIGHTS

The Companys financial performance for the financial year 2023-24 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 31^st March 2024 is as under:

(H in millions)

Particulars	2023-24	2022-23
Revenue from Operations	14,738.65	11,684.04
Other Income	87.81	30.60
Total Income (A)	14,826.46	11,714.64
Expenses other than Depreciation, Finance Cost, Exceptional Items and Tax Expense (B)	12,639.75	10,118.21
Profit/Loss before Depreciation, Finance Cost, Exceptional Items and Tax Expense (A-B)	2,186.71	1,596.43
Less: Depreciation and amortization expenses	111.75	69.76
Less: Finance costs	429.78	302.28
Less: Exceptional & Extraordinary Items	-	-
Profit Before Tax (PBT)	1,645.18	1,224.39
Less: Tax Expenses	423.33	317.96
Profit after tax (PAT)	1,221.85	906.43
Add: Other Comprehensive Income	0.30	6.74
Total Comprehensive Income	1,222.15	913.17
Earnings Per Share	10.95	10.41

STATE OF COMPANYS AFFAIRS

During the Financial Year under review, your Company has generated revenue from operations amounting to H 14,738.65 million as compared to H 11,684.04 millions during the previous financial year witnessing an increase of 26.14%. Profit before tax during Financial Year 2023-24 was H 1,645.18 million compared to H 1224.39 millions during previous financial year, reflecting a increase of 34.37%. Profit after tax was H 1,221.85 million as against H 906.43 millions, with increase of 34.80% from previous Financial Year.

BUSINESS OVERVIEW

Company undertakes infrastructure projects on EPC mode. As on 31^st March 2024, the order book of the Company stands at H 47169.57 millions. During the year under review, the Company has been awarded eighteen projects with combined Bid Project Cost of H 27727.04 millions. The Company undertake the construction business in an integrated manner as it has the key competencies and in-house resources to deliver a project from its conceptualization to completion. Your Company is well prepared for upcoming new projects & contracts and it will continue to strive remain focused on unveiling new infrastructure areas.

Future Outlook

The Company currently has a strong order book of H 47169.57 millions, leading to clear visibility in future. The Company continues to work towards strengthening and improving the order book going forward. Over the years, we have established a reputation for delivering high-quality projects and are now looking to accelerate our growth and become a major player in the infrastructure sector 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 31^st March 2024 was H 1,500 millions divided into 15,00,00,000 Equity Shares of H 10 Each. The Issued, Subscribed and Paid-up Capital at the end of financial year stood at H 1,246.44 millions.

During the Financial Year the Company has completed its initial public offer ("IPO") of 3,12,00,000 equity shares of face value of H 10/- each at an issue price of H 99/- per share (including share premium of H 89/- per share), Out of This Total 3,00,000 equity shares of face value of H 10/- each at an issue price of H 90/- per share (including share premium of H 80 per share) were allotted to eligible employees. 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 H 10/- each.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companys dividend distribution policy, has decided that it would be prudent not to recommend any Dividend for the financial year 2024.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), your Company has formulated Dividend Distribution Policy and the same is also hosted on the website of the Company at https://www.vprp.co.in/ images/policy/DIVIDEND%20DISTRIBUTION%20POLICY.pdf .

TRANSFER TO RESERVES

During the year under review, your Company has transferred a sum of H 1221.85 Millions to Reserves and Surplus and H 2774.10 Millions received as security premium from the Public issue. Other than this, the company has not made any reserves and 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 2023-24 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 20 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-B&G JV

The Company and M/s. B & G Construction Company associated themselves into Joint venture on July 08, 2023 to act in collaboration with each other in the name and style of "VPRPL-B&G JV" for "Providing, laying, Jointing, Testing & commissioning of sewerage System & all ancillary work along with Design, Construction, Supply, installation, testing & commissioning (Civil, Mechanical, Electrical, instrumentation and other necessary works) of Sewage Pumping Station/MPS (if any), Sewage Treatment Plant based on SBR Process with provision for treated waste water reuse including 1 year defect liability with 10 years O&M pipar city."

2. VI VPRPL -JV

The Company and Vishnu Infrastructures associated themselves into Joint venture on September 13, 2023 to act in collaboration with each other in the name and style of "VI-VPRPL JV" for various bids invited by Commissioner Municipal Council Jaisalmer.

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, 2024, 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 10^th Annual General Meeting held on July 24, 2023, on the recommendations of the Board and Nomination and Remuneration Committee, have re-appointed Mr. Vishnu Prakash Punglia (DIN: 02162019), Mr. Sanjay Kumar Punglia (DIN: 02162102), Mr. Ajay Pungalia (DIN: 02162190) and Mr. Kamal Kishor Pungalia (DIN: 02168426) as the Wholetime Directors for a period of five (5) years with effect from September 30, 2023.

The members of the Company at the 10^th Annual General Meeting held on July 24, 2023, on the recommendations of the Board and Nomination and Remuneration Committee, have re-appointed Mrs. Nilima Bhansali (DIN: 08197422) as an Independent & Women Director of the Company for the second term of five (5) consecutive years with effect from September 30, 2023.

Further, the members of the Company at the 10^th Annual General Meeting held on July 24, 2023, on the recommendations of the Board and Nomination and Remuneration Committee, have re-appointed and retained Mr. Krishan Murari Lal Mathur (DIN: 08402786) as an Independent Director of the Company for the second term of five (5) consecutive years with effect from April 30, 2024.

Retirement by Rotation

In terms of applicable provisions of the Act and the Articles of Association of the Company, Mr. Ajay Pungalia (DIN: 02162190) and Mr. Vishnu Prakash Punglia (DIN: 02162019), Whole Time Directors 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.

Independent Directors

Your 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.

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/disclosure/Familiarization%20 Programme_08-11-2023.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, 2024:

1. Mr. Vishnu Prakash 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

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 Board on the recommendation of the Nomination and Remuneration Committee adopted a 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 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 2023-24 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, sixteen (16) 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, Personal attributes i.e. Integrity, Honesty, Knowledge, etc.

Performance of Non-Independent Directors- It was observed that the 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.

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 the 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.

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. A certificate from Ms. Reeptika Barmera, Practicing Company Secretaries 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

Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis (‘MD & A) Report is presented in separate sections, forming the 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.

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.

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 2023-24.

AUDITORS AND AUDIT REPORTS

Statutory Auditors

The Board of Directors at its meeting held on June 24, 2023 and the Shareholders at the Annual General Meeting (AGM) held on July 24, 2023 considering the experience and expertise and on the recommendation of the Audit Committee approved the re-appointment of Chartered Accountants (Firm Registration Number: 100990W) as the Statutory Auditors of the Company for 5 (five) consecutive years i.e. from the conclusion of 10th AGM till the conclusion of the 15th AGM of the Company to be held in the year 2028.

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.

The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are self-explanatory and therefore, do not require further explanation.

Secretarial Auditors

FCS Reeptika Barmera, Practising Company Secretary (C.P. No. 16551, FCS Membership No. 11280) have carried out the Secretarial Audit for the financial year ended March 31, 2024. The Secretarial Audit Report for the Financial Year 2023-24 does not contain any qualification, reservation and is annexed herewith as Annexure - I and forms part of this Report. Auditors have included one of the remark – regarding the SDD non compliance during the initial phase of the company after getting litsed on the stock exchange.

Management response- In the initial phase the management was in the process of evaluating system solutions available to identify a sustainable database to ensure full compliance of this regulatory requirement. The Company has started maintaining the Structured Digital Database (SDD) from Q3 FY 2023-24 in the SDD software. After the proper installation of the software, suggestions of improvement requirements by BSE were successfully implemented.

On the recommendation of the Audit Committee, the Board has re-appointed FCS Reeptika Barmera, Practising Company Secretary (C.P. No. 16551, FCS Membership No. 11280) as Secretarial Auditors of the Company for the FY 2024-25, as required under Section 204 of the Act and Rules thereunder.

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 2023-24, with respect to Construction of Roads and submitted the Cost Audit Report for the Financial Year ended 31^st March 2024.

Further, M/s Rajendra Singh Bhati & Co., Cost Accountants (Membership No. 33509/ FRN: 101983) have been re-appointed as Cost Auditors of the Company for Conducting Cost audit for Financial Year 2024-25 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 2023-24. 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 2024-25.

Reporting of Fraud

During the financial year 2023-24, 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 2023-24 and attendance thereat are given in the "Report on Corporate Governance", forming part of this Report.

The Company has spent H 13.10 millions towards CSR expenditure for the financial year. The Board of Directors have adopted a CSR policy which is in line with the provisions of the Act. The CSR Policy of the Company lays down the philosophy and approach of the Company towards its CSR commitment. 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 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 https://www.vprp.co.in/images/policy/WHISTLE%20 BLOWER%20POLICY.pdf .

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Board of the Company have adopted various policies viz Policy For Determining Material Litigations, Group Companies and Creditors, Policy on Determination of Materiality of Events or Information, Vigil Mechanism/Whistle Blower Policy, Policy on Related Party Transactions, Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives, Internal Prevention of Sexual Harassment (Posh) Policy, Policy on Corporate Social Responsibility Policy, Nomination and Remuneration Policy, Dividend Distribution Policy and other policies and procedures for ensuring the orderly and efficient conduct of its business for 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 information.

The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. The Company has a management information system, which is an integral part of the control mechanism. Further, the Company has adopted accounting policies, which are in line with the Accounting Standards and the Act.

RISK MANAGEMENT FRAMEWORK

Your Company has been regular in ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Board of Directors of your Company has constituted Risk Management Committee in accordance with Regulation 21 of the listing regulations. The terms of reference of Risk Management Committee are in accordance with Para C of Part D of Schedule II of the listing regulations. The details relating to the composition and terms of reference are given in Corporate Governance Report forming part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year 2023-24 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/images/policy/POLICY%20 ON%20RELATED%20PARTY%20TRANSACTIONS.pdf .

The details of the Related Party Transactions are set out in the Note-41 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 2023-24, 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.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance towards sexual harassment and is committed to provide a safe environment for all the employees. Your Company also has adopted an "Internal Posh Policy" on prevention, prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under which is also hosted on Companys website at https://www.vprp.co.in/images/ policy/INTERNAL%20POSH%20POLICY.pdf .

Your Company has duly constituted Internal Complaint Committee as required under the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details regarding the number of complaints received, disposed and pending during the Financial Year 2023-24, 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

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

There was no earning and expenditure in the foreign currency.

Since the Company does not have any manufacturing activities, the other particulars required to be provided in terms of Section 134(3) (m) of the Companies Act, 2013 are not applicable.

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 form the Directors of the Company (under the proviso to Rule 2(1)(c)(viii) of Companies (Acceptance of Deposit) Rules, 2014:

( H in millions)

Name of Director	Accepted during the year
Vishnu Prakash Punglia	15.50
Manohar Lal Punglia	49.00
Sanjay Kumar Punglia	34.30
Kamal Kishor Pungalia	33.00
Ajay Pungalia	52.60

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, 2024 is available on the website of the Company and can be viewed at https://www.vprp.co.in/ images/annual_report/14MGT-7.pdf

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 been able to perform better with the continuous improvement in all functions and areas which coupled with an efficient utilisation of the Companys resources led to sustainable and profitable growth of the Organization. Your directors take this opportunity to thank all the government and regulatory authorities including National Highways Authority of India, Ministry of Road Transport & Highways, Public Works Departments, Ministry of Railways and financial institutions, banks, JV partners, consortium partners, customers, vendors, suppliers, sub-contractors and members and all other stakeholders for their valuable continuous support.

The Board of Directors also expresses their deep sense of appreciation and extend their sincere thanks to every employee and associates for their dedicated and sustained contribution.

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	Chairman and Whole Time Director	Managing Director
Date: August 22, 2024	DIN: 02162019	DIN: 02161961