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

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) (i) there was no
material changes affecting the financial position of the

Company which have occurred between ends of the
financiai year to which the financiai statements reiate 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 wiii 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 wiii 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 Poiicy of the Company is
available on the website of the Company at https://www.
visioninfraindia.com/investor-reiations/.

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

The Company does not have any funds iying 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 generai 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:

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 demateriaiized 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-
reiations/.

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:

(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:

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. AIL 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:

AH 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:

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:

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:

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. AIL
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

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 sub¬
section (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.

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:

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:

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:

AIL 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.

For and on behalf of Board of Directors of,

VISION INFRA EQUIPMENT SOLUTIONS LIMITED

Sachin Vinod Gandhi Chetan Vinod Gandhi

(Managing Director, DIN: 09857165) (Whole Time Director, DIN: 09857164)

Address: Vadgaon Anand at Post, Address: Flat No-B/22, Arihant Co. Op. Hsg. Society,

Alephata, Junnar, Pune, Maharashtra, 412411, India. Market yard Road, Bibwewadi, Pune, Maharashtra, 411037, India

Date: 14th August 2025
Place: Pune