Vishnusurya Projects and Infra Ltd Directors Report

FY 2024-25

To

The Members of VISHNUSURYA PROJECTS AND INFRA LIMITED

Your Directors are pleased to present the 29th Annual Report on the business and operations of the Company together with the Audited Accounts (Both Standalone and Consolidated) of the Company for the year ending on March 31,2025.

1. FINANCIAL SUMMARY

(i) Standalone Financials

(Rs in Lakhs)

Particulars	Year ended March 31,2025	Year ended March 31,2024
Turnover	27,063.43	23,217.00
Other Income	76.10	89.90
Total Income (Gross) (I)	27,139.53	23,306.90
Total Expenditure (II)	23,216.23	19,445.72
Profit before exceptional and extra ordinary items and Tax (I-II)	3,923.30	3,861.17
Profit/ (Loss) before Tax	3,923.30	3,861.17
Less: Tax expenses
Current tax	1,047.40	1,163.59
Deferred tax	(53.00)	(60.72)
Profit/ (Loss) after tax	2,928.90	2,758.30

(ii) Consolidated Financials

(Rs in Lakhs)

Particulars	Year ended March 31,2025
Turnover	27,063.43
Other Income	76.10
Total Income (Gross) (I)	27,139.53
Total Expenditure (II)	23,199.66
Profit before exceptional and extra ordinary items and Tax (I-II)	3,940.07
Profit/ (Loss) before Tax	3,940.07
Less: Tax expenses
Current tax	104.74
Deferred tax	-48.62
Profit/ (Loss) after tax	294.19

2. FINANCIAL HIGHLIGHTS

Standalone revenue from operations for the FY 2024-25 was Rs. 27,063.43 Lakhs as against Rs. 23,217.00 lakhs in the previous year. Profit before tax is increased by Rs. 62.13 Lakhs. Profit before tax for the financial year 2024-25 is Rs. 3,923.30 Lakhs as against Rs. 3,861.17 Lakhs for the year 2023-24. Increase in revenue is mainly due to new EPC Projects undertaken by the Company during the year 2024-25.

Consolidated revenue from operations for the FY 2024-25 was Rs. 27,063.43 Lakhs. Profit before tax for the financial year 2024-25 is Rs. 3,940.07 Lakhs.

Certificate by CEO and CFO of the company, as required under Regulation 33(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 certifying that the Audited Financial Statements for the year ended March 31,2025 do not contain any false or misleading statements forms part of this report.

3. CHANGE IN NATURE OF BUSINESS:

During the year, no changes in the nature of business have taken place and Company continues its earlier business and operations.

4. DIVIDEND

Your Directors recommend a Final Dividend of 1/- per share which is 10% of face value per equity share to the equity shareholders of the Company out of profit as on March 31, 2025 subject to approval of the members at the ensuing Annual General Meeting. The final dividend on equity shares, if approved by the Members would involve a cash outflow of 246.09 Lakhs.

5. AMOUNTS TRANSFERED TO RESERVES

The consolidated reserves and surplus as of March 31, 2025 stood at Rs. 13,359.85 Lakhs as against Rs. 10,676.53 Lakhs as of March 31, 2024. During the Financial year, the Company has not transferred any amount to the reserves.

6. LISTING

Your Company is listed on National Stock Exchange of India Limited (NSE), Mumbai with the symbol VISHNUINFR

7. BRIEF HISTORY OF THE COMPANY, OVERVIEW OF THE INDUSTRY AND IMPORTANT CHANGES IN THE INDUSTRY DURING THE LAST FINANCIAL YEAR

BRIEF HISTORY

Our Company was incorporated in the year 1996 with a small and dedicated team of construction experts, service providers, contractors, suppliers, and consultants to accomplish one shared goal, building a responsible future. Our Promoter and Promoter Group have interest in diverse set of business spread across Engineering Procurement and Construction ("EPC"), education, technology, risk mitigation, media and consultancy. We are engaged in mining of rough stones and manufacturing of aggregates & Manufactured sand by using Crushing Plants and Sand washing plants.

In addition to mining activities, we are engaged in EPC Projects (construction and infrastructure) delivered across all key sectors such as water, transportation, rail, resource, and institutional development. Our Company has executed and delivered multiple real estate projects in the past, such as construction of villas, multi storied apartments, specific contracts like compound wall, renovation works, site formation, etc. Our Company is also engaged in buying, selling and providing integrated solutions for Drones as a Service for surveillance, mapping and surveying purposes.

INDUSTRY OVERVIEW

Infrastructure support to nations manufacturers also remains one of the top agendas as it will significantly transform goods and exports movement making freight delivery effective and economical. The "Smart Cities Mission" and "Housing for All" programmes have benefited from these initiatives. Saudi Arabia seeks to spend up to US$ 100 billion in India in energy, petrochemicals, refinery, infrastructure, agriculture, minerals, and mining.

In order to meet Indias, aim of reaching a US$ 5 trillion economy by 2025, infrastructure development is the need of the hour. The government has launched the National Infrastructure Pipeline ("NIP") combined with other initiatives such as Make in India and the production-linked incentives ("PLI") scheme to augment the growth of infrastructure sector. Historically, more than 80% of the countrys infrastructure spending has gone toward funding for transportation, electricity, and water& irrigation.

The Indian infrastructure capex is estimated to grow at a CAGR of 11.4% driven by spending on water supply, transport, and urban infrastructure.

8. CAPITAL STRUCTURE

The Authorized capital as on March 31,2025 stood as below:

Particulars	No of Shares	Face Value	Rs.in Lakhs
Equity Shares	2,50,00,000	Rs. 10/-	2,500.00
The Paid up capital of the company as on March 31,2025 stood as below:
Particulars	No of Shares	Face Value	Rs.in Lakhs
Equity Shares	2,46,09,671	Rs. 10/-	2,460.96

9. SUBSIDIARY AND ASSOCIATE COMPANIES - DETAILS OF SUBSIDIARY COMPANIES, ASSOCIATE COMPANIES, AND THEIR FINANCIAL POSITION.

During the year under review, the Company has made an investment in its wholly owned subsidiary named as Vishnusurya Projects and Infra Hosur Private Limited by way of subscribing 10,000 Equity Shares of Rs. 10/- Each aggregating to Rs. Rs. 1,00,000 (Rupees One Lakh) Only

Pursuant to the provisions of Section 129(3) of the Companies Act 2013, a statement containing the salient features of financial statements of the Companys subsidiaries in Form No. AOC-1 under Annexure - 2.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

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

(ii) they 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;

(iii) proper and sufficient care had been taken 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;

(iv) the annual accounts had been prepared on a going concern basis; and

(v) the Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

?€? Mrs. Bhavani Jayaprakash resigned from Directorship of the Company with effect from 16.05.2024.

?€? After the close of the Financial Year, Mrs. Priya Rajagopalan resigned from the position of Company Secretary and Compliance Officer of the Company with effect from May 31,2025.

?€? Mr. Subramanian Neelakantan, Director (DIN:06958029) who retires by rotation and being eligible offers himself for reappointment at the forthcoming Annual General Meeting of the Company.

?€? Mrs. Sonali Sarangi was appointed as the Company Secretary and Compliance Officer of the Company with effect from August 29, 2025.

12. NUMBER OF MEETINGS OF THE BOARD

Number of meetings of Board and its Committee thereof is enclosed as Annexure 1 to the report.

13. BOARD EVALUATION

A formal annual evaluation is required to be made by the Board of its own performance and that of its Committees and individual Directors. Section 178(2) of the Companies Act, 2013 requires the Nomination and Remuneration Committee to specify the manner for effective evaluation of the performance of the Board, its Committees and individual Directors. The Board of Directors carried out the annual performance evaluation of the Board, its Committees, Individual Directors and Chairperson during the year under review pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on appointment of directors is available on the Companys website at www.vishnusurya.com/corporate/governance-policies . The salient features of the Remuneration Policy details are:

Appointment

General appointment criteria:

(a) The Committee shall consider the ethical standards of integrity and probity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel or at Senior Management level and accordingly recommend to the Board his / her appointment.

(b) The Company should ensure that the person so appointed as Director/ Independent Director/ Key Managerial Personnel / Senior Management Personnel shall not be disqualified under the Act, rules made there under or any other enactment for the time being in force.

(c) The Director/ Independent Director/ Key Managerial Personnel / Senior Management Personnel shall be appointed as per the procedure laid down under the provisions of the Act, rules made there under, or any other enactment for the time being in force.

(d) The Company shall not appoint or continue the employment of any person as Managing Director/Whole- time Director/Manager who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

(e) The Company shall appoint / re-appoint an independent director, in terms with its "POLICY ON TERMS OF APPOINTMENT OF INDEPENDENT DIRECTOR".

Remuneration:

Remuneration to Executive Director.

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remuneration to Non-executive Director.

The Non-Executive Independent Directors are paid remuneration by way of Sitting Fees and Commission. The Non-Executive Directors are paid sitting fees for each meeting of the Board and Committee of Directors attended by them. The payment of sitting fees will be recommended by the Nomination and Remuneration Committee and approved by the Board. Quantum of sitting fees may be subject to review on a periodic basis, as required provided that the amount of such fees shall not exceed Rs. 1 lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

Evaluation of the Directors:

1. The evaluation/assessment of the Directors, of the Company is to be conducted on an annual basis on basis of "Board and Independent Director Evaluation Policy" of the Company.

2. Following criteria of evaluation of performance may assist in determining how effective the performances of the Directors have been:

a) Executive Directors. The Executive Directors shall be evaluated on the basis of targets/Criteria given to executive Directors by the Board from time to time. Non-Executive Director. The Non- Executive Directors shall be evaluated on the basis of the following criteria i.e., whether they:

(i) act objectively and constructively while exercising their duties;

(ii) exercise their responsibilities in a bona fide manner in the interest of the Company;

(iii) devote sufficient time and attention to their professional obligations for informed and balanced decision making;

(iv) do not abuse their position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;

(v) refrain from any action that would lead to loss of his independence

(vi) inform the Board immediately when they lose their independence,

(vii) assist the Company in implementing the best corporate governance practices.

(viii) strive to attend all meetings of the Board of Directors and the Committees; participate constructively and actively in the committees of the Board in which they are chairpersons or members; strive to attend the general meetings of the Company;

(ix) keep themselves well informed about the Company and the external environment in which it operates;

(x) do not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;

(xi) moderate and arbitrate in the interest of the Company as a whole, in situations of conflict between management and shareholders interest.

(xii) abide by Companys Memorandum and Articles of Association, Companys policies and procedures including code of conduct, insider trading etc.

3. Additionally, for the evaluation/assessment of the performances of Managing Director(s)/Whole Time Director(s) of the Company, following criteria may also be considered:

4. a) Leadership abilities.

b) Communication of expectations & concerns clearly with subordinates. c)Direct, monitor & evaluate Key Managerial Personnel, senior officials.

5. Evaluation on the aforesaid parameters will be conducted by the Independent Directors for each of the Executive/Non-Independent Directors in a separate meeting of the Independent Directors.

6. The Executive Director /Non-Independent Directors along with the Independent Directors will evaluate / assess each of the Independent Directors on the aforesaid parameters. Only the Independent Director being evaluated will not participate in the said evaluation discussion.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named "Whistle Blower Policy" to deal with any genuine concerns raised by the Directors / Employees. The details of the Vigil Mechanism / Whistle Blower Policy are explained

in the Corporate Governance Report and is also posted on the Companys website www.vishnusurya.com/ corporate/governance-policies. There were no incidents / concerns reported during the year under review.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR initiatives and activities are aligned to the requirements of Section 135 of the Companies Act, 2013. A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Companys website at www.vishnusurya.com/corporate/governance-policies. For other details regarding the CSR Committee, please refer to the Annexure 3.

17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments as per Section 186 of the Companies Act, 2013 by the Company, have been disclosed in the financial statements.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The related party transactions that are entered during the financial year were in the ordinary course of business and on arms length basis. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the financial year 2024-25 in prescribed format, AOC 2 is attached in Annexure 4.

19. ANNUAL RETURN

As required under Section 92(3), copy of Annual Return will be placed on the Companys website. The web link to access the Annual Return is www.vishnusurya.com.

20. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 and Regulation 16 of the SEBI (LODR) Regulations, 2015 that the Independent Directors of the Company continue to meet the criteria of their Independence laid down in Section 149(6) and continue to be included in the Data Bank maintained by the Indian Institute of Corporate Affairs and the online proficiency self-assessment test requirement pursuant to Rule 6(4) of Companies (Appointment and Qualification of Directors) Rules, 2014.

During the year, the Independent Directors met on March 13,2025 without the presence of Non - Independent Directors and members of the Management to evaluate the performance of the Non - Independent Directors & Board as a whole.

21. DEPOSITS

The Company has not accepted deposits either from members or public falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year. There were no outstanding deposits during and end of the financial year 2024-25.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place proper and adequate internal control systems commensurate with the nature of its business and size and complexity of its operations.

The Scope of the Internal Auditors were discussed in the Audit Committee held on September 23, 2023. The internal Audit Reports are placed before the Audit Committee for its review.

The Internal Auditors monitor the and evaluate the efficacy and adequacy of Internal control system in the Company, its compliance with Operative Systems.

23. SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS:

No new order have been passed by the Competent Authority.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your company believes in providing a safe and harassment free workplace for every individual and endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. During the year under review, your company has not received any complaints pertaining to sexual harassment.

There were no incidents of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The POSH Policy is available on the website of the Company and can be accessed at the web-link: https://www.vishnusurya.com/assets/images/Policy%20on%20Prevention%20of%20Sexual%20 Harrasment%20at%20Workplace.pdf.

Your Company has complied with the provisions relating to the constitution of the Internal Complaints Committee ("ICC") under the POSH Act to redress complaints received regarding sexual harassment. To ensure that all the employees are sensitized regarding issues of sexual harassment, the Company creates awareness by imparting necessary trainings.

The following is a summary of Sexual Harassment complaint(s) received and disposed of during the FY 2024-2025, pursuant to the POSH Act and Rules framed thereunder:

a) Number of complaint(s) of Sexual Harassment received during FY 2024-2025 - NIL

b) Number of complaint(s) disposed of during FY 2024-2025 - NIL

c) Number of cases pending for more than 90 days (which is stipulated timeline for completion of an inquiry into a compliant of sexual harassment under POSH Act) - Nil

d) Number of cases pending as on 31st March 2025 - Nil

25. AUDITORS

(a) Statutory Auditor

M/s. Madhu Balan & Associates, Chartered Accountants, (Firm Registration Number 011106S), Chennai was appointed as Statutory Auditors of the Company to hold office from conclusion of the 28th Annual General Meeting till conclusion of Annual General Meeting to be held in the calendar year 2029.

(b) Internal Auditor

The Company has appointed M/s. Suri & Co., Chartered Accountants, Chennai (FRN:004283S) as Internal Auditor of the Company pursuant to provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014.

(c) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Chitra Lalitha and Associates, Chennai, Firm Registration No. 5363, as Secretarial Auditor of the Company for the Financial Year 2024-25. The Secretarial Audit Report MR 3 is forming part of this report.

(d) Cost Auditor:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Audit Records are maintained by the Company.

The Company has appointed B Y & Associates, Cost Accountant (FRN: 003498), Chennai as Cost Auditors of the Company for the financial year 2025-26. The remuneration of the Cost auditor shall be ratified by the shareholders in the ensuing annual general meeting.

26. DISCLOSURE AS PER LISTING REGULATIONS:

Disclosures pursuant to Regulation 34 read with Schedule V of the SEBI (LODR) Regulation, 2015 has been provided in Annexure 6

27. EXPLANATIONS IN RESPONSE TO AUDITORS QUALIFICATIONS:

Any qualification, reservations or adverse/disclaimers remarks/observations by the Statutory Auditors, Secretarial Auditor and Cost Auditor in the audit report is self-explanatory.

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

The Boards report should include as statement as per rule 8 of the Companies (accounts) rules, 2014 with respect to the following matters:

CONSERVATION OF ENERGY:

The steps taken or impact on conservation of energy;	The Company has taken adequate measures to generate energy through non-conventional method to conserve energy.
The steps taken by the Company for utilizing alternate sources of energy;	-
The capital investment on energy conservation equipment;	-

TECHNOLOGY ABSORPTION: NIL FOREIGN EXCHANGE EARNINGS AND OUTGO:

Sl. No.	Particulars	Rs. (in Lakhs)
1.	Total Foreign Exchange Inflow	-
2.	Total Foreign Exchange Outflow	-

29. MATERIAL CHANGES AND COMMITMENTS:

The company has incorporated a wholly owned subsidiary in the name Vishnusurya Projects And Infra Hosur Private Limited on 17th December 2024 by way of subscribing 10,000 Equity Shares of Rs. 10/- each aggregating to Rs. 1,00,000. There are no material changes and commitments affecting financial position of the Company occurred between the end of the financial year of the Company i.e. 31st March 2025 and till the date of this Directors Report.

30. RISK MANAGEMENT:

In todays economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Companys risk management is embedded in the business processes. Your Company has identified the certain risks such as uncertain economic environment, competition, compliance and industrial risk & safety risks. The Company has planned to manage such risk by adopting best management practices.

31. STATEMENT OF UTILIZATION OF FUNDS:

In accordance with provisions of Regulation 33 of SEBI (LODR), Regulations, 2015, there are no deviations or variations on utilisation of funds. The funds have been utilized in the manner as specified in its offer document.

32. DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year 2024-25.

33. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Company (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Particulars pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(a) The ratio of remuneration of each Director to median employees remuneration for the financial year: 7.01:1

(b) Except Mr. Sanal Kumar V, Whole Time Director cum CEO and Mr. Arunachalam Charima Thangam, Whole Time Director of the Company, no director was in receipt of remuneration except sitting fees.

(c) There was no percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager in the financial year.

(d) Percentage increase in the median remuneration of employees in the financial year 5-12%.

(e) The number of permanent employees on the rolls of company is 267.

(f) Increase of remuneration of employees ranges from 10 to 15%. There is no increase in remuneration for Key Managerial Personnel.

(g) We affirm that the Remuneration paid during the year is as per the remuneration policy of the Company.

During the Financial Year, no employee (excluding Managing/Executive Directors) received remuneration in excess of the limits prescribed under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Detailed discussion on Industry outlook and Operational performance is discussed in Management Discussion and Analysis report and it forms part of this report.

35. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

36. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016:

As per the information of the Company as on date of this report, no proceeding is pending against the Company under the Insolvency and Bankruptcy Code 2016.

37. Disclosure of Maternity Benefit Compliance

Your Company is in compliance of Maternity Benefit Act, 1961 for the year under review

38. Acknowledgment

Your Directors thank the Banks, Customers, Financial Institutions, Government Authorities, Suppliers and Shareholders for their continued support. Your directors also place on record their appreciation for the services by the employees of the Company.

For and on behalf of Board of Directors of Vishnusurya Projects and Infra Limited CIN:L63090TN1996PLC035491

Sanal Kumar V	A C Thangam
Whole-time Director & CEO	Whole-time Director
DIN:07546821	DIN: 06958029
Date: August 29,2025
Place: Chennai