VVIP Infratech Ltd Directors Report

VVIP INFRATECH LIMITED FOR THE YEAR ENDED ON F.Y. 2025-2026

Dear Shareholders,

Your directors have pleasure in presenting their Twenty Fifth Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2026.

1. Financial Performance

During the year under review, performance of your company as under:

(Amount in Lacs)

	Consolidated		Standalone
PARTICULARS	Year Ended March 31, 2026	Year Ended March 31, 2025	Year Ended March 31, 2026	Year Ended March 31, 2025
Net Sales/other operating revenue	34,649.31	37,066.75	26,063.51	27,705.14
Dividend and other Income	320.43	254.24	211.76	198.79
Total Expenditure before Depreciation and Finance Costs (Net of expenditure transferred to capital accounts)	27,494.52	29,259.72	22,365.41	23,708.58
Less: Finance Costs	703.29	537.65	633.88	485.28
Profit/fLossl before Depreciation and tax	6,771.93	7,523.62	3,275.98	3,710.07
Less: Depreciation and Amortization Expense	251.45	177.06	153.11	113.39
Profit/fLossl: before Tax	6,520.49	7,346.56	3,122.88	3,596.68
Less: Provision for Current/Deferred Taxes	2,152.46	2,336.78	827.05	955.30
Less: Prior Years Tax Adjustments	101.69	(11.06)	29.09	15.14
Profit/fLossl after Tax	4,266.33	5,020.85	2,266.74	2,626.24
Minority Interest	1,259.13	1,411.03	-	-
Profit for the Year	3,007.21	3,609.82	2,266.74	2,626.24

2. Nature of Business

VVIP Infratech Limited is a top-tier Class "A" civil and electrical contracting company, established in the year 2001. The Company is engaged in the execution of critical infrastructure development projects with a strong specialization in:

• Sewer treatment plants and Sewage Networks

• Water supply and distribution systems

• Civil construction

• Electrification works

With a robust foundation built on innovation and technical expertise, the Company has developed a strong reputation for timely and high-quality project execution. Leveraging automation and modern construction techniques, VVIP has successfully delivered numerous government and private infrastructure projects, particularly in Uttar Pradesh, Uttarakhand, the National Capital Region (NCR) of Delhi, and other regions of Northern India.

The Companys deep domain knowledge and commitment to engineering excellence have made it a preferred partner for sewerage and treatment infrastructure. With a customer-centric approach, VVIP Infratech Limited is driven by its mission to deliver sustainable, efficient, and economical

infrastructure solutions that contribute to nation-building.

3. Material Changes and Commitments

Pursuant to the provisions of Section 134(3)(l) of the Companies Act, 2013, the Board of Directors wishes to inform the members that except for the changes in the composition of the Board of Directors and the Committees of the Board as disclosed elsewhere in this Report, there have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

Subsequent to the closure of the financial year ended March 31, 2026, Mr. Man Mohan Goel, Non-Executive Independent Director of the Company, resigned from the Board with effect from June 30, 2026. Further, the Board has recommended the appointment of Mr. Adarsh Rastogi as an Independent Director, subject to the approval of the Members at the ensuing 25th Annual General Meeting. The details of the aforesaid changes have been provided under the relevant sections of this Report.

4. Statement of Companys Affairs:-

On a Standalone basis, the total income for the financial year 2025-2026 stood at ^26,275.27 lakhs as against ^27,903.93 lakhs in the previous financial year, registering a reduction of 05.84%. The profit before tax from continuing operations (including exceptional items) was ^3122.88

lakhs for FY 2025-26 as against ^3,596.68 lakhs for the previous financial year, reflecting a reduction of 13.17%. The profit after tax stood at ^2,266.74 lakhs for FY 202526 as compared to ^2,626.24 lakhs in FY 2024-25, marking a reduction of 13.69%.

On a Consolidated basis, the total income for the financial year 2025-26 was ^34,969.74 lakhs, compared to ^37,320.99 lakhs in the previous financial year, reflecting a reduction of 6.30%. The profit before tax from continuing operations (including exceptional items) decreased to ^6,520.49 lakh in FY 2025-26 from T7,346.56 lakh in FY 2024-25, a reduction of 11.24% The profit after tax stood at ^3,007.21 lakhs, as against ^3,609.82 lakhs in the previous year, showing a decrease of 16.70%.

The Company continues to demonstrate strong financial performance, driven by operational efficiency, execution capability, and sectorial demand. Moving forward, the Company will continue to focus on expanding its presence across key markets, investing in innovation, and delivering sustainable and profitable growth

5. Details in respect of fraud:

The Board of Directors hereby confirms that the Statutory Auditors of the Company have not reported any instance of fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013, in their Audit Report for the financial year under review.

Accordingly, no specific disclosures are required under the said provision.

6. Boards comment on the Auditors Report:

The Board has carefully reviewed the report submitted by the Statutory Auditor, M/s Rishi Kapoor & Co. (FRN. 006615C), Chartered Accountants, on the financial statements of the Company for the year ended March 31, 2026. The observations and remarks made by the Auditors in their report are self-explanatory in nature and are to be read along with the notes to accounts and significant accounting policies, which form an integral part of the standalone and consolidated financial statements.

The Board would like to affirm that there are no qualifications, reservations, or adverse remarks in the Auditors Report that require any further explanation or comment from the Board under Section 134(3)(f) of the Companies Act, 2013.

7. Significant and Material Orders

During the financial year under review, the Company has no

significant and material orders passed by any regulators, courts, or tribunals including the Securities and Exchange Board of India (SEBI), the Registrar of Companies (ROC),

and the BSE Limited which would impact the Companys going concern status or its future operations.

The Company remains in full compliance with all applicable regulatory requirements and continues to operate its business on sound legal and ethical grounds.

8. Statement of Deviation or Variation in Utilization of IPO Proceeds

Pursuant to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company confirms that the entire proceeds raised through the issue of securities have been fully utilised for the purposes for which they were raised. Accordingly, there were no unutilized proceeds as on March 31, 2026, and consequently, no deviation or variation in the utilization of such proceeds exists. Therefore, the requirement of providing a Statement of Deviation or Variation is not applicable for the financial year 2025-26 under review.

9. Dividend

In view of the requirement of funds for ongoing projects of the company, the Board of Directors of the company has not proposed any dividend for the year 2025-26. Your Board believes that it will be prudent for the company to conserve resources for better upliftment of the company, it will also result in increase in profitability to a great extent in coming years.

10. Reserves

There is no requirement for transfer ofthe profit to the general reserves, therefore to provide an open-ended opportunity to utilize the profits towards the companys activities, during the year under review the Board have not considered it appropriate to transfer any amount to the general reserves.

11. Changes in Share Capital

During the financial year 2025-26, the Authorised Share Capital of the Company was increased from ^25,00,00,000 (Rupees Twenty-Five Crore only) divided into 2,50,00,000 Equity Shares of ^10 each to ^35,00,00,000 (Rupees Thirty-Five Crore only) divided into 3,50,00,000 Equity Shares of ^10 each, by creation of an additional 1,00,00,000 Equity Shares of ^10 each, aggregating to ^10,00,00,000, after obtaining the requisite approvals in accordance with the provisions of the Companies Act, 2013.. However, there was no change in the paid up share capital of the Company during the year under review.

Particulars	As on March 31, 2025	As on March 31, 2026
Authorised Share Capital	^25,00,00,000/-	^35,00,00,000/-
	2,50,00,000 equity shares of ^10/- each	3,50,00,000 equity shares of ^10/- each
Paid-up Share Capital	^24,96,97,000/-	^24,96,97,000/-
	2,49,69,700 equity shares of ^10/- each	2,49,69,700 equity shares of ^10/- each
	Authorised Share capital has been increased by
Change during the year	^10,00,00,000 i.e. 1,00,00,000 Equity Shares of ^10 each (from ^25,00,00,000 to ^35,00,00,000)	-

The increase in Authorised share capital was carried out in compliance with the provisions of the Companies Act, 2013, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable law.

12. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Pursuant to Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund Rules), 2016 (the IEPF Rules), during the year under review, no amount of Unclaimed dividend and corresponding equity shares were due to be transferred to IEPF account.

13. Management Discussion and Analysis

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Managements discussion and analysis is set out in this Annual Report.

14. Corporate Governance

The Company is committed to maintaining high standards of corporate governance, transparency, accountability and ethical conduct in all its business operations. As a company listed on the BSE SME Platform, the Company follows the corporate governance requirements applicable to it under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable to the Company, and other applicable laws, rules and regulations.

The Company has established appropriate governance mechanisms, including the constitution and functioning of the Board and its Committees, in accordance with the provisions applicable to the Company. The Board of Directors and its Committees provide effective oversight of the Companys affairs, financial reporting, internal controls, risk management and compliance framework.

The Company endeavours to maintain transparency in its operations and ensure that all business decisions are undertaken with due regard to the interests of its shareholders and other stakeholders.

The Company has complied with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable to an entity listed on the BSE SME Platform.

15. Details of Directors and Key Managerial Personnel

During the financial year under review and up to the date of this Report, the composition of the Board of Directors of the Company underwent certain changes, as detailed below:

Retirement by Rotation and Re-appointment

In accordance with the provisions of the Companies Act, 2013 ("Act"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the Articles of Association of the Company, Mr. Vibhor Tyagi (DIN: 01797579), Whole-Time Director, is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and, being eligible, has offered himself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board of Directors has recommended his re-appointment for consideration and approval of the Members at the ensuing AGM.

Appointment of Independent Director

The Board of Directors, at its meeting held on 29th August, 2026, considered and recommended the appointment of Mr. Adarsh Rastogi (DIN: 07775565) as a Non-Executive Independent Director of the Company, based on the recommendation of the Nomination and Remuneration Committee and Audit Committee, subject to the approval of the Members of the Company at the ensuing 25th Annual General Meeting scheduled to be held on 28th September, 2026. Mr. Adarsh Rastogi had previously served as a Director of the Company from 6th October, 2023 to 16th September, 2024. His proposed appointment as a NonExecutive Independent Director shall be effective from 28th September, 2026, only upon approval by the Members at the said Annual General Meeting.

Upon his appointment, Mr. Adarsh Rastogi shall be inducted as a member of such Committees of the Board as may be required in accordance with the applicable provisions of the Act, the Listing Regulations and other applicable laws.

Resignation of Independent Director

Mr. Man Mohan Goel (DIN: 06368540), Non-Executive Independent Director of the Company, tendered his resignation from the office of Director and from the membership of all Committees of the Board with effect from 30 June 2026, due to personal reasons. The Board placed on record its appreciation for the valuable contribution and guidance provided by him during his tenure with the Company.

Changes in the Board during the Financial Year

Ms. Ruchika Jain resigned from the office of Director of the Company with effect from 12 June 2025. Consequently, her membership/position in the various Committees of the Board ceased with effect from the said date.

Subsequently, Mrs. Nupur Arora was appointed as an Additional Director in the category of Independent Director of the Company with effect from 1 July 2025. Her appointment was subsequently regularized as an Independent Director by the Members of the Company at the 24th Annual General Meeting held on 20 September 2025. She was thereafter inducted as a member of the respective Committees of the Board in place of Ms. Ruchika Jain, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Declarations by Independent Directors

The Company has received the requisite declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under the Act and the Listing Regulations. The Independent Directors have also confirmed that they have registered their names in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs, as required under the applicable provisions of the Act.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013, as well as the applicable provisions of the Listing Regulations. The Board is of the opinion that

the Independent Directors of the Company possess the requisite qualifications, experience, expertise and integrity necessary to discharge their duties and responsibilities effectively.

Key Managerial Personnel

There were no changes in the Key Managerial Personnel ("KMP") of the Company during the financial year 2025-26.

16. Board and Committees of Board of Directors

During the financial year 2025-26, the Board of Directors of your Company met 09 (Nine) times to deliberate on key strategic, operational, and compliance matters. The meetings were held in compliance with the applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company. The attendance of Directors at these meetings reflected their active participation and commitment toward the effective governance of the Company.

List Of Board Meetings of VVIP Infratech Limited for the period ended on 31st March, 2026

S. No.	Dates of Board Meeting	Total Number of Directors Which Are Associated as on The Meeting Date	Attendance
			No. Of Directors Attended	% Of Attendance
01/2025-26	26-05-2025	6	4	66.67%
02/2025-26	01-07-2025	6	3	50.00%
03/2025-26	25-08-2025	6	6	100.00%
04/2025-26	08-09-2025	6	4	66.67%
05/2025-26	15-09-2025	6	3	50.00%
06/2025-26	14-11-2025	6	5	83.33%
07/2025-26	25-11-2025	6	3	50.00%
08/2025-26	30-12-2025	6	3	50.00%
09/2025-26	28-03-2026	6	6	100.00%

In addition to the meetings of the Board, the following Committees of the Board convened their meetings during the year to discharge their respective roles and responsibilities as mandated under the Companies Act, 2013:

• Audit Committee

• Nomination and Remuneration Committee (NRC)

• Stakeholders Relationship Committee (SRC)

• Corporate Social Responsibility Committee (CSR)

• Meeting of Independent Directors

These Committees functioned effectively throughout the year, reviewing matters falling under their purview and placing their recommendations before the Board for consideration and approval. The Company ensured proper composition and functioning of all Committees in compliance with applicable statutory provisions.

Audit Committee Meetings Held During the Year

During the financial year 2025-26, the Audit Committee met five times. The details of the meetings and attendance of the members are as follows:

Sr. No.	Date of Meeting	No. of Members Present
1	07-05-2025	2
2	23-06-2025	2
3	12-08-2025	3
4	04-11-2025	3
5	02-03-2026	3

Nomination and Remuneration Committee (NRC)

Meetings

During the financial year 2025-26, the Nomination and Remuneration Committee met two times. The details of the meetings and attendance are as follows:

Sr. No.	Date of Meeting	No. of Members Present
1	23-06-2025	2
2	12-08-2025	3

Stakeholders Relationship Committee (SRC) Meetings

During the financial year 2025-26, the Stakeholders Relationship Committee met four times. The details of the meetings and attendance are as follows:

Sr. No.	Date of Meeting	No. of Members Present
1	08-04-2025	2
2	09-07-2025	3
3	08-10-2025	3
4	05-01-2026	3

Corporate Social Responsibility (CSR) Committee Meeting - FY 2025-26 "

Sr. No.	Date of Meeting	No. of Members Present
1	16-03-2026	3

Separate Meeting of Independent Directors - FY 2025-26

Sr. No.	Date of Meeting	No. of Independent Directors Present
1	30-12-2025	3

17. RECONSTITUTION OF COMMITTEES OF THE BOARD

The Company has duly constituted the Committees of the Board in accordance with the provisions of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The composition of the Committees during the Financial Year 2025-26 was as follows:

Composition of Committees as on March, 31st 2026

1.	Audit Committee
	Name	Designation
	Mr. Man Mohan Goel	Chairperson
	Mr. Vaibhav Tyagi	Member
	Mrs. Nupur Arora	Member
	Ms. Kanchan Aggarwal	Secretary
2.	Nomination & Remuneration Committee
	Name	Designation
	Mr. Man Mohan Goel	Chairperson
	Mr. Varun Agarwal	Member
	Mrs. Nupur Arora	Member
	Ms. Kanchan Aggarwal	Secretary
3.	Stakeholders Relationship Committee
	Name	Designation
	Mr. Man Mohan Goel	Chairperson
	Mr. Vaibhav Tyagi	Member
	Mrs. Nupur Arora	Member
	Ms. Kanchan Aggarwal	Secretary
4.	Corporate Social Responsibilities Committee
	Name	Designation
	Mr. Man Mohan Goel	Chairperson
	Mr. Vaibhav Tyagi	Member
	Mr. Praveen Tyagi	Member

Changes in Composition of Committees after the Financial Year End

Subsequent to the end of the Financial Year 2025-26, Mr. Man Mohan Goel (DIN: 06368540), Non-Executive Independent Director of the Company, resigned from the Board with effect from 30th June, 2026. Consequently, he ceased to be a Director of the Company and ceased to be a member of the Committees of the Board on which he was serving.

Consequent upon the aforesaid resignation, the Committees of the Board were/will be reconstituted, as applicable, in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Board has recommended the appointment of Mr. Adarsh Rastogi (DIN: 07775565) as an Independent Director of the Company, subject to the approval of the Members at the ensuing 25th Annual General Meeting scheduled to be held on 28th September, 2026. Accordingly, his name has not been included in

the composition of the Committees as at 31st March, 2026.

Upon approval of his appointment by the Members, the Committees of the Board shall be reconstituted, as may be required, in accordance with the applicable provisions of law.

The Company continues to ensure that the composition of its Board Committees remains in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. Details of Subsidiary/Joint Ventures/Associate

Companies

As at March 31, 2026, the Company has one direct subsidiary, namely VVIP Realtech Private Limited (formerly known as Vibhor Vaibhav Infrahome Private Limited), having CIN: U70101DL2007PTC170268. The Company holds 90.02% of the total equity share capital of the said subsidiary.

(i) VVIP Realtech Private Limited (formerly known as Vibhor Vaibhav Infrahome Private Limited), has been identified as a Material Subsidiary of the Company in accordance with Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.

During the year under review, the subsidiary of the Company acquired controlling interests in the following entities, which are accordingly considered as step- down subsidiaries of VVIP Infratech Limited:

(ii) . VVIP Infrahome Private Limited

(Formerly known as Luck Real Properties Private Limited)

VVIP Realtech Private Limited acquired 1,78,500 equity shares, representing 51% of the equity share capital of VVIP Infrahome Private Limited, thereby making it a subsidiary with effect from March 7, 2025.

Accordingly, VVIP Infrahome Private Limited became a subsidiary of VVIP Realtech Private Limited and a step-down subsidiary of VVIP Infratech Limited with effect from March 7, 2025.

(iii) . Colorcity Homes Private Limited

During the year under review, VVIP Realtech Private Limited (formerly known as Vibhor Vaibhav Infrahome Private Limited, a subsidiary of the Company, acquired

10,00,000 equity shares representing 100% of the paid-up equity share capital of Colorcity Homes Private Limited on October 3, 2025, by way of issue of fresh equity Shares by the company pursuant to the order of NCLT, Allahabad under IBC Code,2017.

Consequently, Colorcity Homes Private Limited became a wholly-owned subsidiary of VVIP Realtech Private Limited and a step-down subsidiary of VVIP Infratech Limited with effect from October 3, 2025.

Other Joint ventures and Associates

VVIP EMS Infrahome - Partnership Firm

VVIP Realtech Private Limited, pursuant to the Retirement- cum-Reconstitution Deed dated September 5, 2024, acquired a 51% profit-sharing interest in VVIP EMS Infrahome with

effect from April 1, 2024. Based on the assessment of control under the applicable accounting framework, VVIP EMS Infrahome is considered a controlled entity for the purpose of preparation of consolidated financial statements and is accordingly included in the consolidated financial statements of VVIP Infratech Limited, as applicable. The interest in the partnership firm is accounted for in accordance with the applicable accounting standards.

The Company has an interest of 51.00% each in VIPL BCPL - JV and VVIP KKR JV and exercises control over these entities. Accordingly, the said entities are considered as subsidiaries for the purpose of consolidation and financial reporting,

as applicable.

The Company also holds 35.00% interest in KIPL VVIP JV and 36.00% interest in KVS JV. These entities are classified as Associates on account of the Companys significant influence.

A statement containing the salient features of the financial statements of the subsidiaries, associates and joint ventures, as required under Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, is provided in Form AOC-1, which forms part of this Report as Annexure - [A].

During the financial year under review, the performance and financial highlights of the Companys subsidiaries are summarized below:

Name of Subsidiary	Shareholding %	Revenue / Turnover (Rs. In lakhs)	Net Profit / (Loss) (Rs. In lakhs)	Key Operational Highlights
VVIP Realtech Private Limited.	90.02% (Direct Material Subsidiary)	Rs.2549.24/-	Rs.926.95/-	its real estate operations through its ongoing projects, including VVIP Namah, VVIP Addresses and VVIP-Yamuna, with continued focus on project execution, sales and collections.
VVIP Infrahome Private Limited	51% (Step2 Subsidiary)	Nil	(20.85)	VVIP Infrahome Private Limited continued its operations in the real estate sector with a focus on development and execution of its ongoing projects and contributed to the overall performance of the Company.
Colorcity Home Private Limited	100% (Step2 Subsidiary)	Rs.1725.00/-	Rs.28.95/-	Real estate development, including development and sale of residential properties and related real estate activities.

The standalone and consolidated financial statements of the Company, together with the financial statements and other relevant information of its subsidiaries, step-down subsidiaries, associates and joint ventures, are available on the Companys website at https://vvipinfra.com/subsidiary- companies/ under the Investor Relations section.

19. Credit Rating

During the financial year 2025-26, the Company was assigned a credit rating of Long term BBB+ which is Assigned and stable and Short term A2+ which is Assigned by Acuite Ratings & Research Limited. This rating reflects the Companys adequate credit profile, financial discipline, and ability to meet its financial obligations in a timely manner. The rating indicates a moderate degree of safety regarding timely servicing of financial obligations and is considered to have moderate credit risk.

20. Director Retiring by Rotation

Pursuant to Section 152 and other applicable provisions of the Act, read with the Articles of Association of the Company, Mr. Vibhor Tyagi (DIN: 01797579), Whole Time Director is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board of Directors of your Company, on the recommendations of NRC, recommends his reappointment for consideration by the members of the Company at the ensuing AGM.

Accordingly, a resolution is included in the Notice of the 25th AGM of the Company for seeking approval of members for his re-appointment as a Director of the Company. A brief profile, expertise of Director and other details as required under the Act, Regulation 36 of the SEBI Listing Regulations and Secretarial Standards - 2 notified by Ministry of Corporate Affairs related to the Director proposed to be appointed is annexed to the Notice convening the 25th AGM.

21. Extract of Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2026, is placed on the website of the Company.

The web link to access the Annual Return is:

https://vvipinfra.com/annual-reports/

22. Vigil Mechanism

In line with the best corporate governance practices and in compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, VVIP Infratech Limited has established a robust Vigil Mechanism (Whistle Blower Policy) to provide a secure environment for Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud,

or violation of the Companys Code of Conduct, without fear of reprisal or victimization.

The Vigil Mechanism provides adequate safeguards against victimization and also grants direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. The policy is overseen by the Compliance Officer and aims to promote high standards of integrity and accountability within the organization.

The Whistle Blower Policy is available on the Companys website at: https://vvipinfra.com/wp-content/

uploads/2025/08/Whistle-Blower-Policy-VVIPL.pdf

During the year under review, there were no complaints received under the Whistle Blower Mechanism and no instance of fraud was reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors.

23. Auditors and Auditors Reports

Statutory Auditors and their report

M/s Rishi Kapoor & Co. (FRN. 006615C), the Statutory Auditors of the company were appointed by the members in their Twenty First Annual General Meeting held on 30th September, 2022 for further period.

The Auditors Report with notes to accounts are selfexplanatory and, therefore, do not call for further comments. The Audit Report does not contain any qualification, reservation or adverse remarks.

Cost Auditors

The Board of Directors has approved the appointment of

M/s. Subodh Kumar & Co., Cost Accountants, (Firm Registration Number 104250), as Cost Auditors for the financial year ending March 31, 2027.

In accordance with the provisions of Section 148 of the Act read with Companies (Audit & Auditors) Rules, 2014, Company is required to maintain cost records and accordingly, such accounts and records are maintained by the Company. Further, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for approval by members at the ensuing annual general meeting.

Secretarial Auditor

The Board of Directors of your Company has, as per the requirement under Section 204 of the Companies Act, 2013 and the rules made thereunder, appointed M/s. Sagar Saxena & Company, Practicing Company Secretary, having Membership No. F12936 and COP No. 21615, as the Secretarial Auditor of the Company for the financial year 2025-26.

The Secretarial Audit Report for the financial year 2025-26, as issued by the Secretarial Auditor, shall form an integral part of this Report and will be attached as Annexure E.

Information referred to in the Secretarial Auditors Report is self-explanatory and it contains few comments to be provided by the company is following:-

The Secretarial Audit Report records that the Company paid additional fees in filing few forms - an adverse remark on which the Board is required to give explanations or comments.

Explanation from the management:-The Secretarial Audit Report for the financial year ended 31 March 2026 contains an observation regarding payment of additional fees for delayed filing of certain statutory forms. The delay was inadvertent, and the requisite forms were subsequently filed along with the applicable additional fees. The Company has strengthened its compliance monitoring mechanism to ensure timely statutory filings and avoid recurrence of such instances.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, Mr. Kamal Sharma, Chartered Accountant (M. No.- 582006) as an in-house Internal Auditor was

appointed as the Internal Auditor of the Company for the financial year 2025-26, based on the recommendation of the Audit Committee. The appointment was approved by the Board of Directors at its meeting held on 15th September, 2025, for a period of one year commencing from 1st April, 2025 to 31st March, 2026.

The Internal Auditor has submitted their half-yearly Internal Audit Reports, and the same were placed before the Audit Committee and discussed with the Board of Directors.

24. Internal Financial Control System:

The Company has an adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal auditor of the company checks and verifies the internal control and monitors then in accordance with policy adopted by the company. The company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

25. Difference in the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions

There were no instances where your Company required the Valuation for one time settlement and while taking the loan from the Banks or Financial Institutions.

26. Policy on Appointment and Remuneration for Directors, Key Managerial Personnel and Senior Management Employees:

The Nomination and Remuneration Committee of

the Board of VVIP Infratech Limited has formulated a policy for the selection and appointment of Directors, Key Managerial Personnel (KMPs), and Senior Management Personnel, as well as for determining their remuneration. The policy outlines the criteria for determining qualifications, positive attributes, and independence of a Director (including Independent Directors), in accordance with the provisions of

Section 178(3) of the Companies Act, 2013.

The said policy is available on the Companys website at: https://vvipinfra.com/wp-content/uploads/202S/08/ Remuneration-Policy-VVIPL.pdf .

Further, the Company has also adopted a comprehensive Remuneration Policy for its Directors, Key Managerial Personnel, and other employees, which is available on the website at: https://vvipinfra.com/wp-content/

uploads/2025/08/Remuneration-Policy-VVIPL.pdf .

27. Particulars of Contract or Arrangement with Related Parties

All contracts, arrangements, and transactions entered into by company during the financial year under review with related parties were in the ordinary course of business and on an arms length basis.

However, the Company has entered into certain related party transactions which are required to be disclosed under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, the requisite disclosures are provided in Form AOC-2, which forms part of this Report as Annexure-B.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions, as approved by the Board, is available on the Companys website at: https://vvipinfra.com/wp-content/uploads/2025/08/ Related-Party-Transaction-Policy-VVIPL.pdf .

28. Particulars of Loans, Guarantees, or Investments by the Company

During the year, the particulars of loans given, investments made, guarantees given and securities provided along with the purpose are provided in the Notes to the Standalone Financial Statement.

29. Risk Management Policy

During the financial year under review, the company has identified and evaluated elements of business risk. Consequently, a Business Risk Management framework is in place. The Risk management framework defines the risk management approach of the company and includes periodic review of such risks and also documentation, mitigation controls, and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure, and potential impact analysis at a company level as also separately for business.

30. Corporate Social Responsibility (CSR) Initiatives

The Company strongly believes in corporate excellence coupled with social welfare. This philosophy is deeply embedded in the Companys value system and forms the foundation of its commitment to integrate Corporate Social Responsibility (CSR) into its core values, culture, operations, and strategic decisions across all levels of the organization.

As a responsible corporate citizen, the Company is guided by the principle of giving back to society and continuously strives to improve the quality of life of the people and the

environment around its operational areas. The Company views CSR not only as a responsibility but also as an opportunity to contribute to a more inclusive, secure, and sustainable future.

The Company believes that aligning business strategies with social development efforts ensures the long-term sustainability of both the enterprise and the communities it serves. With this conviction, the Company is dedicated to creating meaningful and lasting improvements in the socioeconomic framework of the communities in and around its areas of operation.

In compliance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted a CSR Policy, which is available on its website at: https://vvipinfra.com/wp-content/uploads/2025/08/CSR- POLICY-VVIPL.pdf .

The Annual Report on CSR Activities and Expenditure for the financial year 2025-26 is annexed to this Report and forms part of it as Annexure C.

31. Human Resources

The Company considers its human resources as one of its most important assets and a critical driver of growth. During the year, the Company continued its focus on attracting, retaining, and developing talent through structured recruitment, training, and development initiatives.

Regular up skilling programs, technical workshops, and leadership development efforts were undertaken to strengthen employee capabilities and align them with business needs. A transparent performance management system ensures alignment between individual and organizational goals, fostering a culture of merit and accountability.

The Company also prioritizes employee safety and wellbeing, especially across its project sites, by conducting regular safety training and awareness sessions. The employee relations environment remained cordial throughout the year..

32. Deposits

During the financial year under review, the Company has not accepted any deposits from the public or its members under Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

The Company has also not accepted any deposit which is not in compliance with the provisions of Section 73 to 76 of the Companies Act, 2013 or any other applicable provisions of the Act and the relevant rules made thereunder.

Accordingly, the disclosures required under this clause are not applicable to the Company for the year under review.

33. Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company is providing a safe and respectful work environment for all its employees and has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act").

Particulars	Number
Number of complaints filed during the financial year	0
Number of complaints disposed of during the year	0
Number of complaints pending for more than 90 days	0
Number of workshops or awareness programs conducted	1

The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior. Four members Internal Complaints Committee (ICC) was set up from the senior management with women employees constituting majority.

The ICC is responsible for Redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

34. Maternity Benefit Act, 1961

Pursuant to Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, as inserted by the Companies (Accounts) Second Amendment Rules, 2025, the Company hereby confirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961 during the financial year 2025-26.

The Company remains committed to providing eligible women employees with the maternity benefits and related entitlements as prescribed under the applicable provisions of the Act and the rules made thereunder

35. Particulars of Employees

The particulars of employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided as follows:

(i) Employees employed throughout the financial year and in receipt of remuneration of ^1,02,00,000 or more per annum; and

(ii) Employees employed for a part of the financial year and in receipt of remuneration of ^8,50,000 or more per month.

The provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to disclosure of particulars of employees drawing remuneration exceeding the prescribed thresholds, are not applicable to the Company, as none of the employees of the Company falls within the prescribed limits during the financial year under review.

36. Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, performance of the Board Committees and that of the individual directors, pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated after seeking inputs from all Directors, based on criteria such as composition and structure of the Board, effectiveness of the

Board processes, information provided to the Board, and overall functioning of the Board.

Similarly, the performance of various Committees of the Board was evaluated by the Board, after taking inputs from the Committee members, based on the composition, effectiveness of meetings, and functioning of the respective Committees.

The criteria for the above evaluation are broadly based on the "Guidance Note on Board Evaluation" issued by the Securities and Exchange Board of India on January 5, 2017.

Further, in a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole and the Chairman were evaluated, taking into account the views of Executive and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee also reviewed the performance of individual Directors on parameters such as level of preparedness for the meetings, active participation, contribution to discussions, and constructive feedback.

The performance evaluation of Independent Directors was carried out by the entire Board, excluding the director being evaluated, based on their contribution in meetings, professional conduct, integrity, maintenance of confidentiality and their independence in decision-making.

37. CFO Certificate

In accordance with Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Chief Financial Officer and Managing Director of the Company have certified the financial statements and other matters as prescribed. This certification forms part of this Annual Report.

38. Code of Conduct

The Board of Directors has approved a Code of Conduct applicable to all Members of the Board and employees of the Company in the course of day-to-day business operations. The Company is committed to upholding the highest standards of ethics and integrity and follows a policy of "Zero Tolerance" towards bribery, corruption, and any form of unethical behaviour.

The Code lays down principles and procedures for ethical business conduct and provides guidance on integrity at the workplace, responsible business practices, and interaction with stakeholders. It also outlines the reporting mechanisms for violations and offers illustrative scenarios to guide employees in decision-making.

The Code of Conduct is available on the Companys website at https://vvipinfra.com/wp-content/uploads/2025/08/ Code-of-Conduct-and-terms-and-condition-of-independent- Director-Policy-VVIPL.pdf .

All Board Members and Senior Management personnel have confirmed compliance with the Code during the financial year under review. Appropriate training and awareness sessions have been conducted to ensure that the standards outlined in the Code are well understood and followed by the management and employees.

39. Change in the Nature of Business - Rule 8(5)(ii)

There has been no change in the nature of business of the Company during the financial year under review.

Application or Proceedings under the Insolvency and Bankruptcy Code, 2016 - Rule 8(5)(ix)

During the financial year under review, no application was made and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016. Accordingly, there was no matter requiring disclosure of its status as at the end of the financial year.

40. Compliance of applicable Secretarial Standards

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), namely Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings, as approved by the Central Government under Section 118(10) of the Companies Act, 2013.

41. Accounting Policies and Procedures

The Significant accounting policies as narrated in the Notes to the Financial Statements is in conformity with the Accounting Standards issued by the Institute of Chartered Accountants of India and referred to under Section 129 & 133 of the Companies Act, 2013, as applicable to the Company.

42. Conservation of energy, technology absorption, foreign exchange earnings and outgo

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the relevant particulars are as follows:

A. Conservation of Energy:

The Company continues to adopt measures for efficient utilisation of energy at its offices and project sites and endeavours to minimise energy consumption and wastage. No material expenditure was incurred specifically towards energy conservation during the year.

B. Technology Absorption:

The Company continues to use modern technology, equipment and machinery in its infrastructure and project execution activities to improve operational efficiency, productivity and cost effectiveness. No technology was imported during the year.

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil

43. Directors Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, the Directors of the Company hereby confirm that:

(a) in the preparation of the annual financial statements for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there have been no material departures therefrom;

(b) the Directors have selected and applied appropriate accounting policies 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 as at March 31, 2026 and of the profit and loss of the Company for the financial year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual financial statements on a going concern basis; and

(e) 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.

(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 during the financial year ended March 31, 2026.

44. Acknowledgement

Your Director would like to express their sincere appreciation for the assistance and co-operation received from financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Director also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

	VVIP INFRATECH LIMITED (Formerly known as "Vibhor Vaibhav Infra Private Limited")
Place: Ghaziabad Date: 29-08-2026	Praveen Tyagi Sd/- Chairman DIN: 00834200	Vaibhav Tyagi Sd/- Managing Director DIN-01797558