Vision Infra Equipment Solutions Ltd Directors Report

To the Members of

Vision Infra Equipment Solutions Limited ("the Company")

Your directors have immense pleasure in presenting the 2nd Annual Report of the Company along with the audited financial statements for the financial year ended on 31st March, 2025.

1. FINANCIAL HIGHLIGHTS

Particulars	Year Ended on 31st March 2025	Year Ended on 31st March 2024	Year Ended on 31st March 2025	Year Ended on 31st March 2024
	Standalone	Standalone	Consolidated	Consolidated
Revenue from Operations	44,326.79	6946.25	44,326.79	6946.26
Other Income	1114.40	336.68	1,154.03	337.18
Total Income	45,441.19	7282.93	45,480.83	7283.43
Total Expenditure	40,606.96	6479.06	40,655.09	6479.14
Net Profit Before Tax	4834.24	803.87	4,825.73	804.29
Provision for Taxation
Current Tax	1516.12	235.62	1516.12	235.84
Deferred Tax Expense/Income)	(87.62)	(6.71)	(95.60)	(6.71)
Net Profit After Tax	3,405.74	574.96	3,405.21	575.16
Basic & Diluted Earnings Per Share	15.97	3.32	15.97	3.32

2. STATE OF COMPANY?S AFFAIRS AND COMPANY PERFORMANCE:

VISION INFRA EQUIPMENTS SOLUTIONS LIMITED has been formed by conversion of a partnership firm i.e. "M/s Vision Infra" (referred as erstwhile partnership firm), under the provisions of Companies Act, 2013. The Firm was converted into a public limited company with effect from January 12, 2024 having CIN L77309PN2024PLC227226. The Registered office of the Company is situated at - 4th Floor, office no. 401-404, International Business Bay, Gurunanak Nagar, Bhawani Peth, Pune, Maharashtra

- 411042. The Company is in the rental of Construction Equipment and trading business of refurbishment of used Construction Equipment. The Company with intention to list its securities on NSE SME Platform issued 65,16,000 Equity Shares of Rs. 10/- each at a premium of Rs. 153/- per share aggregating to Rs. 106,21,08,000/-. After completion of due procedure, Company?s securities got listed on NSE EMERGE SME Platform and trading of such securities started w.e.f. 13th September 2024. Hence, the present status of the Company is an Indian Non-Government, Listed Public Limited Company limited by shares.

During the period, turnover of your Company in value terms is Rs. 44,326.79 Lakhs as against Rs. 6946.26 lakhs in the previous period from 12th January 2024 to 31st March, 2024. The Company made after tax profit (PAT) of Rs. 3,405.74 lakhs for the year ended March 31, 2024 as compared to the Rs. 574.96 lakhs in the previous period.

3. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN ENDS OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND DATE OF REPORT:

Pursuant to provisions of Section 134(3) (l) there was no material changes affecting the financial position of the

Company which have occurred between ends of the financial year to which the financial statements relate and date of report

4. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, there has been no change in the business of Company.

5. DIVIDEND:

The Board of Directors at its meeting held on 14th August 2025 had recommended a Dividend of Rs. 0.50/- per equity share of Rs. 10/- each (i.e. 5%) for the financial year 2024-25. The Dividend outgo will be Rs. 1,23,21,200 A proposal seeking Shareholders? approval for the declaration and payment of said Dividend for financial year 2024-25 is forming part of the Notice. Pursuant to the provisions of the Finance Act, 2020, the said Dividend will be liable for Deduction of Income Tax at Source (TDS) at the prescribed rates. The Dividend pay-out is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy of the Company is available on the website of the Company at https://www. visioninfraindia.com/investor-relations/.

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

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds required to be transferred to Investor Education and Protection Fund (IEPF).

7. THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:-

Pursuant to provisions of Section 134(3)(j) of the Companies Act 2013, the company has not proposed to transfer any amount to the general reserve account of the company during the year ended on 31st March 2025.

8. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:-

No company has become or ceased to be subsidiary, joint venture or associate of the Company during the period under review.

The company has invested in the partnership firm which is controlled by the company and its promoter Directors. Accordingly, as per Accounting Standard (AS) 21, as per the definition of subsidiary, an enterprise controlled by the parent is required to be consolidated and accordingly such a partnership firm is "Subsidiary" of the company.

As on March 31, 2025, the Company has following subsidiary:

S. No. Name of the Entity	Status	relation
1. Equipment HUB	Partnership Firm	Subsidiary of company

9. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, JOINT VENTURES (JV), ASSOCIATE COMPANIES (AC):

The Consolidated financial statements of the Company and its subsidiaries for FY 2024-25 are prepared in compliance with the applicable provisions of the Act and in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor?s Report thereon forms part of this Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statements of the subsidiary companies is attached to the Financial Statements in Form AOC-1 is annexed herewith as

Annexure- I.

10. CHANGES IN SHARE CAPITAL, IF ANY:

A. Authorized Capital: The Authorized Share Capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty-Five Crores only) comprising of 2,50,00,000 (Two Crore Fifty Lakhs) equity shares of Rs.10/- each (Rupees Ten Only).

B. Issued, Subscribed and Paid-up Capital: As on March 31, 2025, the issued, subscribed and paid-up share capital of the Company was Rs. 24,64,24,000/- consisting of 2,46,42,400 Equity Shares of Rs. 10/- each.

C. Changes in Share Capital:

During the period under review, The Board in their meeting held on 17th July 2024 resolved to issue 8,26,400 equity shares on a preferential basis through private placement and the said issue was approved by the members of the Company in their meeting held on 18th July 2024.

Further, the Company came up with an Initial Public Offer (IPO) of the equity shares of the Company, wherein the Company has issued 65,16,000 equity shares to public. The Company has raised funds amounting to Rs. 106,21,08,000/- through initial public issue of total 65,16,000 equity shares in total at the price of Rs. 163/- per share.

D. Listing of company?s shares:

The Company has listed 24,64,24,000/- equity shares on the EMERGE SME platform of NSE i.e. National Stock Exchange on 13th September 2024.

• Bonus shares: No Bonus Shares were issued during the year under review.

• Buy back of securities: The Company has not bought back any of its securities during the year under review.

• Disclosure Under Section 54(1)(D) of the Companies Act, 2013: - The Company has not issued any Sweat Equity Shares during the year under review and hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

• Disclosure Under Section 43(A)(Ii) of the Companies Act, 2013: -The Company has not issued any shares with Differential Rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

• Disclosure Under Section 62(1)(B) of the Companies Act, 2013:- Employees stock option plan: The Company has not issued any Equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

• Disclosure Under Section 67(3) of the Companies Act, 2013: - During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

11. DEPOSITORY SYSTEM & REGISTRAR AND TRANSFER AGENT: -

The entire paid up equity shares i.e. 24,64,24,000/- Equity Shares of the Company are in dematerialized form as on 31st March, 2025 and the Company has appointed MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited as the Registrar and Transfer Agent of the Company.

12. THE WEB ADDRESS, WHERE ANNUAL RETURN REFERRED TO IN SUB-SECTION (3) OF SECTION 92 WILL BE PLACED: -

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the Financial year ended 31st March, 2025 made under the provisions of Section 92(3) of the Act, shall be placed on the web link - https://www.visioninfraindia.com/investor-relations/.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: (i) Composition of the Board of Directors:

The Board of the Company comprises an optimum combination of Executive Directors and Non-Executive Independent Directors. As on the date of this report, the composition of the Board of Directors and KMPs are as under:

Name	DIN	Designation	Date of appointment
Sachin Vinod Gandhi	09857165	Chairman & Managing Director	12/01/2024
Chetan Vinod Gandhi	09857164	Whole–Time Director	12/01/2024
Sameer Sanjay Gandhi	09857166	Whole–Time Director	12/01/2024
Akash Manohar Phatak	09288697	Additional Non-Executive Independent Director	03/05/2025
*Director up to 11th August 2025
Anjali Sapkal	02136528	Additional Non-Executive Independent Director	03/05/2025
Rahul Ramkrishna Modak	11178610	Additional Non-Executive Independent Director	28/07/2025
*Director from 28th July 2025
Kamlesh Popatlal Bhandari	10531914	Non-Executive Director	12/03/2024
Nilesh Pokharna	-	Chief Financial Officer	06/02/2024
Dipali Rakesh Shah	-	Company Secretary and Compliance Officer	31/05/2024

(ii) Retirement by Rotation & re-appointment:

Mr. Chetan Vinod Gandhi (DIN: 09857164), Whole-time Director of the Company, whose period of office is liable to retirement by rotation under section 152 of the Companies Act will retire at ensuing the Annual General Meeting. He is eligible for re-appointment has offered himself for the same and the shareholders are requested to consider his re-appointment on the board.

(iii) Change in composition:

During the year, the following changes were made in the Board of Directors of the Company.

As per recommendation of Nomination and Remuneration committee and by passing of board resolution in the meeting held on 31st May 2024 CS Dipali Rakesh Shah having PAN: FGAPS2513D and membership number A39027 was appointed as the Company Secretary and Compliance Officer of the Company with effect from 31st May 2024 to fill the causal vacancy due to resignation of CS Nikita Jain from the post of company secretary w.e.f. 31st May 2024.

During the year, the tenure of appointment of Mr. Akash Manohar Phatak and Ms. Anjali Sapkal, Non- Executive Independent Directors ended on 05th February 2025. Post closure of financial year, as per recommendation of Nomination and Remuneration committee the board of directors of company by passing board resolution in the meeting held on 3rd May 2025 has re-appointed both Mr. Akash Manohar Phatak and Ms. Anjali Sapkal as additional Non-Executive Independent Directors till the conclusion of ensuing 2nd Annual General meeting.

Further Mr. Akash Manohar Phatak has resigned fom the post of Additional ( Non- Executive and Independent Director) director of the company w.e.f 11th August 2025.

Mr. Rahul Ramkrishna Modak was appointed as Additional ( Non- Executive and Independent Director) director of the company w.e.f 28th July 2025 till the conclusion of ensuing 2nd Annual General meeting The shareholders of the company are requested to consider and approve the appointment of Ms. Anjali Sapkal as Non- Executive Independent Directors. for further term of 4 (Four) years and Mr. Rahul Ramkrishna

Modak as Non- Executive and Independent Director of the company for a term up to 5 (Five) consecutive years from conclusion of ensuing General Meeting

14. DECLARATION BY INDEPENDENT DIRECTORS:

The Company being listed entity on the SME platform of National Stock Exchange (NSE) since 13th September, 2024, has appointed the required number of independent directors on the board.

Accordingly, as per the provisions of Section 149(6) and (7) of Companies Act, 2013 along with all the applicable provisions, rules and regulations there under, the Company has received the due declarations from the Independent directors of the Company and the same has been presented and approved by the board in the board meeting held on 3rd May 2025.

The Independent Directors meet the criteria of the independence as specified in Section 149 of the Act and Regulation 16(b) of the SEBI (Listing obligations and Disclosures Requirements) Regulations, 2015.

The Board is of the opinion that the Independent Directors are persons of high integrity and possess the requisite expertise and experience.

15. DISCLOSURES BY DIRECTORS:

The Board of Directors have submitted notice of interest in Form MBP-1 under Section 184(1) as well as intimation of non-disqualification in Form DIR-8 under Section 164(2) and the same has been presented and approved by the board in their first board meeting for the financial year.

16. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR 2024-25:

The Board of Directors meets at regular intervals to discuss and decide on Company business, policies and strategy. During the Financial Year 2024-25 the board met 16 (Sixteen) times, wherein due quorum was present for the meeting and the notice of Board meeting was given to all the Directors. Also, the intervening gap between two meetings was within the period prescribed by the Companies Act, 2013.

The details of Board meetings and the attendance of the Directors are as below:

Name of Director Date of Meeting	Sachin Vinod Gandhi	Sameer Sanjay Gandhi	Chetan Vinod Gandhi	Akash Manohar Phatak	Anjali Sapkal	Kamlesh Popatlal Bhandari
09.05.2024	P	P	A	P	P	P
31.05.2024	P	P	P	P	P	P
31.05.2024	P	P	P	P	P	P
12.06.2024	P	P	P	P	P	P
17.07.2024	P	P	P	P	P	P
24.07.2024	P	P	P	P	P	P
31.07.2024	P	P	P	P	P	P
27.08.2024	P	P	P	P	P	P
31.08.2024	P	P	P	P	P	P
01.09.2024	P	P	P	P	P	P
05.09.2024	P	P	P	P	P	P
11.09.2024	P	P	P	P	P	P
11.09.2024	P	P	P	P	P	P
12.09.2024	P	P	P	P	P	P
12.11.2024	P	P	P	P	P	P
06.02.2025	P	P	P	NA	NA	P
Total No of meetings held during the year	16	16	16	16	16	16
Total No of meetings entitled to attend	16	16	16	15	15	16
Total No. of Meetings Attended	16	16	15	15	15	16
% of Attendance	100%	100%	93.75%	100%	100%	100%

P – Present, A - Absent

During the year under review, Independent Directors Meeting was held on 12th November 2024 to review the performance of Non-Independent Directors and the overall performance of the Board of the Company. All the Independent Directors were present at the Independent Directors meeting.

17. COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY:

The Company has formed committees as required under the Companies Act, 2013. Accordingly, as on 31st March, 2025 and presently the board has Four (4) committees i.e. Audit Committee, Nomination and Remuneration Committees, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The constitution of which are given below: i. Audit Committee:

Pursuant to provisions of the section 177 of the Companies Act, 2013 read with Rule 6 of the companies (Meeting of board and its power) rules, 2014 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted an Audit Committee ("Audit Committee").

The Audit Committee met 7 (Seven) times during the financial year ended 31st March, 2025 wherein due quorum was present for the meeting and the notice of meeting was given to all the Members.

The composition of Audit Committee and Meetings conducted during the period are as follows:

Name of Director Date of Meeting	Sachin Vinod Gandhi	Akash Manohar Phatak	Anjali Sapkal
09.05.2024	P	P	P
31.05.2024	P	P	P
12.06.2024	P	P	P
17.07.2024	P	P	P
24.07.2024	P	P	P
31.08.2024	P	P	P
12.11.2024	P	P	P
% of Attendance	100%	100%	100%

All the recommendations made by the Audit Committee in the financial year 2024-25 were considered and approved by the Board.

The policy is disclosed on the website of the company under the link https://www.visioninfraindia.com/investor-relations/ ii. Nomination and Remuneration Committee:

Pursuant to the provisions of the Section 178, Schedule V and all other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 and Regulation 19 SEBI Listing Regulations, the Board has constituted Nomination and Remuneration Committee ("NRC").

The Nomination and Remuneration Committee met 1 time (One) during the financial year ended 31st March, 2025, wherein due quorum was present for the meeting and the notice of meeting was given to all the Members. The committee review the performance and compensation of the directors and key managerial personnels and recommended the few suggestions. Same was reviewed and accepted by the Board of Directors.

The composition of the Nomination and Remuneration Committee and meetings conducted during the period:

Name of Director Date of Meeting	Kamlesh Popatlal Bhandari	Akash Manohar Phatak	ALIGN=RIGHT>Anjali Sapkal
31.05.2024	P	P	P
% of Attendance	100%	100%	100%

P – Present, A - Absent

The Company has formulated a Remuneration Policy which is available on the website of the Company at the link https://www. visioninfraindia.com/investor-relations/ iii. Stakeholders Relationship Committee

Pursuant to the provisions of the Section 178(5) and all other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted Stakeholders Relationship Committee.

The Stakeholders Relationship Committee met 1 time (One) during the financial year ended 31st March, 2025 wherein due quorum, was present for the meeting and the notice of Board meeting was given to all the Members.

Composition of Stakeholders Relationship Committee and Meetings conducted during the period:

Name of Director Date of Meeting	Sachin Vinod Gandhi	Akash Manohar Phatak	Anjali Sapkal
12.11.2024	P	P	P
% of Attendance	100%	100%	100%

P – Present, A - Absent iv. Corporate Social Responsibility Committee

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has constituted the Corporate Social Responsibility Committee. The Corporate Social Responsibility Committee met 2 times (Two) during the financial year ended 31st March, 2025 wherein due quorum, was present for the meeting and the notice of Board meeting was given to all the Members. Composition of Corporate Social Responsibility Committee and Meetings conducted during the period:

Name of Director Date of Meeting	Sachin Vinod Gandhi	Chetan Vinod Gandhi	Akash Manohar Phatak
31.08.2024	P	P	P
06.02.2024	P	P	A
% of Attendance	100%	100%	50%

P – Present, A - Absent

The Company has formulated a Corporate Social Responsibility Policy which is available on the website of the Company at the link https://www.visioninfraindia.com/investor-relations/

18. ANNUAL PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS, COMMITTEES AND INDIVIDUAL DIRECTOR:

The Board of Directors carried out an annual evaluation of the Board itself, its committees and individual Director. Board also conducts performance evaluation of each Independent Director excluding the Independent Director being evaluated.

The evaluation is done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct, etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.

19. COMPANY?S POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION:

As per the provisions of section 178 of Companies Act, 2013 and applicable rules and regulations thereunder, the Nomination and Remuneration Committee has been constituted by the Board, details of which along with the roles and responsibilities of respective members have been placed on the website of the company viz. https:// www.visioninfraindia.com/investor-relations/

20. CODE OF CONDUCT:

According to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Code of Conduct of the Company has been approved and adopted by the Board of Directors of the Company. All Board members and senior management personnel have affirmed the compliance with the code.

21. REMUNERATION/COMMISSION DRAWN FROM HOLDING/SUBSIDIARY COMPANY: -

There were no such instances during the relevant financial year requiring the disclosure under section 197(14) of the Companies Act, 2013.

22. PARTICULARS OF EMPLOYEES AND REMUNERATION:-

The disclosure in accordance with the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as

Annexure-III.

23. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby state that: - a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to the material departures; b) the Directors have selected such accounting policies and applied them consistently and made judgments

42 and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date; c) The Directors have taken the 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. e) The Directors have prepared the annual accounts on a ‘Going Concern Basis?. f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. AUDITORS:

(i) Statutory Auditor:

The Company?s Auditor M/s A D V & Associates, Chartered Accountants, Mumbai, (FRN: 128045W) has been appointed as Statutory Auditor of the company in the 1st Annual General Meeting held on 30th July 2024 by the approval of members for five years to hold office from the conclusion of 1st Annual General Meeting until the conclusion of Annual General Meeting to be held for the financial year to be ended on 31st March 2029.

(ii) Cost Auditor:

The Company is not required to appoint a cost auditor as per the provisions of section 148 of the Companies Act, 2013

(iii) Secretarial Auditor:

Pursuant to provisions of Section 204 of the Company Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended or re-enacted from time to time), your Company had appointed M/s A. Khadilkar & Associates, Practicing Company Secretaries to act as Secretarial Auditor of the Company for the financial year 2024 -25. Board of directors has recommended the appointment of M/s. KANJ & Co. LLP, Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration No. P2000MH005900/Peer Review No. 1331/2021), as a Secretarial Auditor in their meeting held on 14th August 2025 for a term of next of 5 ( five) years beginning from the financial year 2025-26 till the financial year 2029-30 subject to the approval of the members in the ensuing 2nd Annual General Meeting. M/s. KANJ & Co. LLP, (Firm Registration No. P2000MH005900/Peer Review No. 1331/2021), has given their consent to act as secretarial auditor for term of 5 (five) years beginning from the financial year 2025-26 till the financial year 2029-30.

(iv) Internal Auditor:

Pursuant to section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules,

2014, and other applicable provisions, if any of the Companies Act 2013 the board of directors had appointed CA Pratik Nandkumar Bhalgat (Membership No.: 186093), as an Internal Auditor of the company for financial year 2024-25.

Further with receipt of due consent, the board has appointed CA Pratik Nandkumar Bhalgat (Membership No.: 186093), to act as an Internal Auditor of the Company for FY 2025-26 in the board meeting held on 17th May 2025.

25. AUDITOR?S QUALIFICATION, REMARKS OR OBSERVATIONS: (a) By the Statutory Auditor:

The Auditors have not given any Qualification, Reservation, Adverse Remark or Disclaimer in their report for the Financial Year ended on 31st March 2025. The Observations made by the Auditors are self-explanatory and have been dealt with an Independent Auditor?s Report and it is forming part of this Annual Report.

(b) By Secretarial Auditor:

The Auditors have not given any Qualification, Reservation, Adverse Remark or Disclaimer in their Secretarial Audit Report for the Financial Year ended on 31st March 2025. The Secretarial Audit Report forms part of Annual Report.

26. REPORTING OF FRAUD BY STATUTORY AUDITORS:

There were no fraud suspects in the Company, hence no reporting was made by Statutory Auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

27. INTERNAL AUDIT & CONTROLS: -

Pursuant to provisions of Section 138 read with rules made there under, the Board had appointed CA Pratik Nandkumar Bhalgat (Membership No.: 186093) as an Internal Auditor of the company for financial year 2024-25 to check the internal controls and functioning of the activities and recommend ways of improvement.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Internal Audit is carried out for financial year 2024-25; the report of which was placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company.

28. THE DETAILS IN RESPECT OF ADEQUACY OF

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS: -

The Company has maintained adequate internal controls commensurate with its size and nature of operations. There are suitable monitoring procedures in place to provide reasonable assurance for the accuracy and timely reporting of the financial information and compliance with the statutory requirements.

29. A DISCLOSURE FOR MAINTENANCE OF COST RECORD AS SPECIFIED UNDER SUB-SECTION 148 OF THE COMPANIES ACT 2013: -

The provisions for maintenance of cost accounts and cost records as specified by Central Government under subsection (1) of Section 148 of the Companies Act 2013 are not applicable to the Company during the year.

30. THE DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE ACT: -

The Company has not accepted any deposits from the public during the year hence Chapter V is Not Applicable to the Company.

Particulars	Amount in Rs.
(a) accepted during the year	N.A.
(b) remained unpaid or unclaimed as at the end of the year	N.A.
(b) remained unpaid or unclaimed as at the end of the year	N.A.

31. LOAN FROM DIRECTORS:

During the year under review, Time to time Company has accepted unsecured loans from Directors of the Company for business purpose. The details of the loan are as below:

Sr. No. Name	Designation	Outstanding as on 31st March 2025
		(Rs. In lacs)
1. Sachin Vinod Gandhi	Managing Director	1,583.41
2. Chetan Vinod Gandhi	Whole time Director	1,088.24
3. Sameer Sanjay Gandhi	Whole time Director	1,435.68

32. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of loans, guarantees and investments, as on March 31, 2025, as stipulated under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, are as follows:

Sr. No. Particulars	(Rs. In Lacs)
1. Loans	Nil
2. Guarantees	Nil
3. Investments	142.98

The company has invested and made capital contribution of Rs 142.98 Lacs in the partnership firm which is controlled by company and its promoter Directors. The year end balance for such investment is as stated above as disclosed in the Note No 12 of the financial statement for the year ended on 31st March 2025. Such a investment is within the provisions of section 186 of the Act.

33. PARTICULARS OF RELATED PARTY TRANSACTIONS:

All Transactions/Contracts/Arrangements entered by the Company with Related Party (ies) as provided under the provisions of Section 2(76) of the Companies Act, 2013, during the Financial Year under review were in ordinary course of business and on an Arm?s Length Basis.

The company has obtained the omnibus resolution of audit committee for all related party transactions as well as approval of shareholders in the 1st Annual General Meeting held on 30th July 2024. Pursuant to the SEBI Listing Regulations, the resolutions seeking approval of the Members on material related party transactions forms part of the Notice of the ensuing AGM.

The copy of Form AOC-2 forms part of Annual Report and it is annexed as Annexure-II.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given herein below:

E) Conservation of energy:

(i) Steps taken or impact on conservation of energy:

The Company is always conscious for the conservation of energy at its office premise and other workplaces. It uses latest technology and energy savings equipment to optimise resources. - replacement of all lights with CFL/LED lights at office and site locations of the Company

- Creating awareness among employees about scarcity, importance and conservation of energy

- Save electricity by using motion sensors in corporate office.

(ii) Steps taken by the company for utilising alternate sources of energy:

The Company is striving to achieve sustainable development goals and government?s agenda of adopting clean and green energy.

(iii) Capital investment on energy conservation equipment:

No major capital Investment.

F) Technology absorption:

a) The efforts made towards technology absorption: The Company is in the construction equipment rental business. It is always company endeavors to opt for the latest equipment/machinery which is technologically advanced and more superior.

b) The benefits derived from technology absorption are like more output in less time, cost reduction, and better quality results.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Not Applicable.

i. the details of technology imported: Not Applicable

ii. the year of import: Not Applicable

iii. whether the technology been fully absorbed: Not Applicable

iv. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

d) The expenditure incurred on Research and Development: Not Applicable being None.

G) Foreign exchange earnings and Outgo-

a) Foreign Exchange Earnings during the year: Rs. 23,133.31 Lakhs, comprising of i) Export of goods: Rs. 22,972.33 Lakhs ii) Export of services: Rs. 160.98 Lakhs

b) Foreign Outgo during the year: NIL

35. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The board believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. Therefore, the company has adopted a Code of Conduct for Directors and Senior Management Personnel ("the Code"), which lays down the principles and standards that should govern the actions of the Directors and Senior Management Personnel.

Also pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, details of which along with the procedure to be followed by the employees to report genuine concerns are given under "Whistle blower or Vigil Mechanism Policy" which is disclosed on the website of the company under link. https://www.visioninfraindia.com/ investor-relations/ as "Whistle Blower Vigil Mechanism Policy".

36. RISK MANAGEMENT POLICY:

The Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. The policy of the Company on risk management is in place published on the website of the company at the link https://www.visioninfraindia.com/investor-relations/ as "Risk Management Policy"

37. CORPORATE SOCIAL RESPONSIBILITY:

As on 31st March 2024 the Net Profit of the Company has exceeded Rupees Five Crores, hence the provisions of CSR are applicable to the Company. Pursuant to Section 135 of the Act, Annual report on CSR is annexed herewith as Annexure- IV.

The CSR policy, indicating the activities to be undertaken by the Company, formulated by the Corporate Social Responsibility Committee and approved by the Board, can be accessed on the Company?s website- https://www. visioninfraindia.com/investor-relations/

38. POLICY FOR PRESERVATION OF DOCUMENTS:

In accordance with the Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Policy for preservation of documents (The Policy) has been framed and adopted by the Board of Directors of the Company in their Board Meeting to aid the employees in handling the Documents efficiently. This Policy not only covers the various aspects on preservation of the Documents, but also the safe disposal/destruction of the Documents. The policy is disclosed on the website of the company under the link https://www.visioninfraindia.com/investor-relations/

39. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted various policies which are available on its website under link https://www.visioninfraindia. com/investor-relations/.

40. MANAGEMENT?S DISCUSSION AND ANALYSIS REPORT:

Management?s Discussion and Analysis Report for the period under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the

"Amended Listing Regulations"), is presented in a separate section forming part of the Annual Report.

41. PREVENTION OF INSIDER TRADING: -

As required under the provisions of SEBI (PIT) Regulations, 2015, the Board of Directors has adopted a code of conduct for prevention of Insider Trading. The Code of Conduct is applicable to all the directors and such identified employees of the Company as well as who are expected to have access to unpublished price sensitive information related to the Company. The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with shares of Vision Infra Equipment Solutions Limited and cautions them on consequences of violations also the code is modified from time to time considering the amendments.

All the adopted codes of conduct and details of procedures to be followed are disclosed on the website of company under link https://www.visioninfraindia.com/investor-relations/

42. HUMAN RESOURCES: -

The Company considers its human workforce as a valuable resource and ensures their strategic alignment with the business priorities and objectives. The board has laid down procedures which emphasizes the need of attaining organizational goals through individual growth and development.

The management has also been providing necessary training in regard with the assignments in hand and is ensuring the personal development across its workforce, employees, staff which excels them for higher engagement and exposure to new opportunities through skill development.

43. CORPORATE GOVERNANCE: -

The Company being listed on the SME Platform of National Stock Exchange is exempted from provisions of Corporate Governance as per Regulation 15 of the SEBI (LODR) Regulations, 2015.

Hence the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence Corporate Governance Report is not required to be annexed with Annual Report.

However, the Board of Directors and the management of the Company take all necessary steps to ensure that a good corporate governance structure is maintained and followed by the Company. The Board is moving ahead with an aim of maintaining a sustainable corporate environment which can keep a check and balance on the governance of the Company.

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

No significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company?s operations in future during the year.

45. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual

Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy. Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment, or no complaint (s) / case (s) is pending with the Company during the year under review. a. number of complaints of sexual harassment received in the year - NIL b. number of complaints disposed off during the year - NIL c. number of cases pending for more than ninety days - NIL

Annual Report on Sexual Harassment Policy for the period 1st January, 2024 to 31st December, 2024, is annexed to the Annual Report as Annexure VI.

46. CERTIFICATION FROM CHIEF FINANCIAL OFFICER/ CHIEF EXECUTIVE OFFICER OF THE COMPANY:-

The Company has obtained a Compliance Certificate in accordance with Regulation 17(8) of SEBI (Listing obligations and disclosures Requirements) Regulations, 2015 from Mr. Sachin Vinod Gandhi, Managing Director and Mr. Nilesh Pokharna, Chief Financial Officer (CFO) of the Company.

The same is enclosed as Annexure V of the Annual Report.

47. DETAILS OF APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016):

No application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year. No instance of one-time settlement occurred during the year.

48. COMPLIANCE OF PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961:

The company has compiled with applicable provisions under Maternity benefits Act 1961

49. GENDER-WISE COMPOSITION OF EMPLOYEES:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025. Male Employees: 301 Female Employees: 06 Transgender Employees Nil This disclosure reinforces the Company?s efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

50. OBSERVANCE OF THE SECRETARIAL STANDARDS:

The Directors state that proper systems have been devised to ensure compliance with the applicable laws. Your Company adheres and complies with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (ICSI).

51. ACKNOWLEDGEMENT

Your directors thank the customers, vendors, dealers, investors, business associates, bankers, Government agencies and communities for their continued support during the year. The Board places on record its appreciation of the contribution made by employees at all levels. The Company?s resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.