Your directors’ have immense pleasure in presenting the 1^st Annual Report of the Company along with the audited financial statements for the financial year ended on 31^st March, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS:

2. OVERVIEW 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 U77309PN2024PLC227226. 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 trading business of refurbishment of used Construction Equipment and rental of Construction Equipment.

During the period, turnover of your Company in value terms is Rs. 6946.25 Lakhs and the Company expect to grow more in upcoming years. The profit before tax earned during the year is Rs. 803.87 Lakhs.

The Board is confident on improving the performance of the Company and achieving desired results in coming years.

3. STATE OF COMPANY'S AFFAIRS:

The Directors of the Company had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

4. 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:i. Approval of Draft Prospectus:

The Board in their meeting held on 31^st May 2024 approved the draft prospectus for the proposed Initial Public Offering (the “Issue”) of up to 73,68,000 equity shares of Rs. 10/- each (the “Equity Shares”) through the SME Platform of National Stock Exchange Limited i.e. NSE Emerge.

ii. Issue of equity shares on a preferential basis through private placement:

The Board in their meeting held on 17"' 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 18^th July 2024.

iii. Secured and unsecured loans (borrowings)

Prior to conversion of the partnership firm “Vision Infra” into the company, the secured and unsecured loans (financial facilities) were obtained by the firm from various banks and financial institutions. Post conversion such subjected financial facilities were get vested and transferred in the name of the company accordingly the company has initiated the process with lender banks to execute agreements in the name of the Company and is in process of registering the charges towards the sanctioned financial facility for these loans.

5. CHANGE IN NATURE OF BUSINESS. IF ANY:

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

6. CHANGE IN NAME OF THE COMPANY:

There has been no change in the Name of the Company during the period ended 31^st March 2024.

7. DIVIDEND:

The Board of Directors has decided to retain the profits for business growth and hence not declare any dividend for the financial year ended on 31^st March 2024.

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8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF!;

No amount is required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 2013 and rules made there under.

9. RESERVES:

During the year under review, no amount was transferred to the reserves.

10. DETAILS OF SUBSIDIARIES. JOINT VENTURES(JV) OR ASSOCIATE COMPANIES (AC):

No company has ceased to be subsidiary, joint venture or associate of the Company during the year.

During the year the company has invested in the partnership firm which is controlled by company and its promoters and 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, 2024, the Company has following subsidiary:

11. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, JOINT VENTURES (.TV), ASSOCIATE COMPANIES f AO:

The Consolidated financial statements of the Company and its subsidiaries for FY 2023-24 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- B.

12. C11ANGES IN SHARE CAPITAL. IF ANY:

At present 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).

As on March 31, 2024, the Paid-up Equity Share Capital of your Company stood at Rupees 17,30,00,000/-comprising of 1,73,00,000 equity shares of face value of Rupees 10/- each. Entire paid-up equity shares of the

Company are in dematerialized form as on 31st March, 2024 and Company has appointed Link Intime India Private Limited as the Registrar and Share Transfer Agent of the Company.

Further members passed and approved the issue of up to 75,00,000 equity shares as Initial Public Issue i.e. Fresh Issue through Book Building issue process in consultation with Lead Managers, by passing the special resolution in the Extraordinary General Meeting of the Company held on 18th March, 2024;

• Sweat Equity: The Company has not issued any Sweat Equity Shares during the year under review.

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

• Equity Shares with differential voting rights: The Company has not issued equity shares with differential voting rights during the year.

• Employees stock option plan: The Company has not provided any Stock Option Scheme to the employees during the year under review.

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

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:

Being public limited company retirement by rotation is applicable for the company hence following director is proposed to be retired by rotation in the ensuing annual general meeting -

Sachin Vinod Gandhi (DIN: 09857165), Managing Director of the company, whose period of office is liable to determination by retirement of directors by rotation at ensuing annual general meeting.

(11) Appointment and Resignation of Key Managerial Personnel:

During the year, the following changes were made in the Board of Directors of the Company A. Appointment as tirst director

E. Appointment of CFO and CS

The following appointments were made during the year:

*Ms. Dipali Rakesh Shah having PAN: FGAPS2513D was appointed as Company Secretary and Compliance Officer of the Company with effect from 31^st May 2024 to fill the causal vacancy due to resignation of Ms. Nikita Jain having PAN: AZLPJ9857C.

14.NUMBER OF BOARD MEETINGS HELD DURING THE YEAR 2023-24:

The Board of Directors meets at regular intervals to discuss and decide on Company business, policies and strategy. The details of Board meetings and the attendance of the Directors are as below:

15. DECLARATION BY INDEPENDENT DIRECTORS;

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under sub-section ( 6)of Section 149 of the Companies Act 2013, read with the Schedules and Rules issued thereunder. There has been no change in the circumstances affecting their status as independent directors of the Company.

16. BOARD OPINION ON THE INTEGRITY. EXPERTISE, AND EXPERIENCE OF NEWLY APPOINTED INDEPENDENT DIRECTORS:

Directors state that during the period under review, the independent directors i.e. Akash Manohar Phatak (DIN: 09288697) and Anjali Sapkal (DIN: 02136528) appointed on the board are duly registered under the independent director’s databank maintained with the MCA.

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

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 31^st March, 2024 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 2 (Two) times during the financial year ended 31^st March, 2024 on 28/03/2024 and 30/03/2024 wherein due quorum, was present for the meeting and the notice of meeting was given to all the Members.

All the recommendations made by the Audit Committee in the financial year 2023-24 were approved by the Board.

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 31^st March, 2024, on 28^th March 2024 wherein due quorum, was present for the meeting and the notice of meeting was given to all the Members.

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.

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.

18. 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 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, details of which along with the procedure to be followed by the employees have been placed on the website of the company viz. https://www.visioninfraindia.com/investor-reiations/ as “Whistle Blower Vigil Mechanism Policy”.

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

This clause is Not Applicable to the Company as it was not listed on any stock exchange as on the date of this report and has paid up share capital of Rs. 17,30,00,000/- only, which does not exceed the limit stated above.

2Q.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/

Accordingly, the Company has also formulated the Audit committee and Stakeholders Relationship committee in accordance with section 177 and 178 (5) of Companies Act, 2013, details of which has been placed on the website of the Company.

21 .PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/ EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the company being unlisted public limited company, as on 31^s1 March 2024.

22. DISCLQSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLE-TIME DIRECTOR FROM THE COMPANY’S HOLDING OR SUBSIDIARY COMPANY:

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

23. RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is in place published on the website of the company.

24. CORPORATE SOCIAL RESPONSIBILITY;

The period under review was the First Financial Year of the Company due to which the Company did not fulfill the criteria for class of Companies as prescribed under Section 135 (1) of Companies Act 2013.

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-hltps://vvvvvv. vision jnfrnind ia.com/investor-relations/

As on 31^st March 2024 the Net Profit of the Company has exceeded Rupees Five Crores, hence the provisions of CSR are applicable to the Company and the management to spend two per cent, of the average net profits of the Company made during the immediately preceding financial year 2024-2025.

25. AUDITORS:(i) Statutory Auditor:

The Company’s Auditor M/s A D V & Associates, Chartered Accountants, Mumbai, (FRN: 128045W) were appointed as statutory auditors in the first Board Meeting held on 15^th January, 2024 pertaining to financial year 2023-24 to hold the office till the conclusion of Annual General Meeting to be held for the financial year ending on 31^st March, 2024.

Board of directors has recommended the appointment of M/s A D V & Associates, Chartered Accountants, Mumbai, (FRN: 128045W), as a Statutory Auditor in their meeting held on 24^th July 2024 subject to approval of shareholders in their Annual General Meeting to be held on 30^th July 2024 to hold the office till the conclusion of Annual General Meeting to be held for the financial year ending on 3 I^s' March 2029.

The company has received necessary consent and eligibility from the statutory auditor M/s A D V & Associates, Chartered Accountants.

(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 the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, M/s A. Khadilkar & Associates, Company Secretaries, were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending March 31, 2024.

(iv) Internal Auditor:

The Board of Directors of the Company has appointed CA Pratik Nandkumar Bhalgat as an Internal Auditor of the Company, to audit the function and activities of the Company and to review various operations of the Company.

26. SECRETARIAL AUDIT REPORT:

Pursuant to provisions of Section 204 of the Company Act, 2013read 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 for conducting the Secretarial Audit of your Company for Financial Year 2023-24.

The Secretarial Audit Report in prescribed form MR-3, issued by the Secretarial Auditor is annexed herewith as Annexure - C to this Report.

27. AUDITOR’S QUALIFICATION, REMARKS OR OBSERVATIONS:(a) By the Statutory Auditor in his report: -

The Auditors Report on the Audited Financial Statement of the Company for the year ended 31^st March, 2024, contains the following observations in report on Other Legal and Regulatory Reauirements and Comoanies (Auditor’s Report) Order. 2020, “CARO Report”.

(b) By the Company Secretary in his audit report:-

Pursuant to provisions of Section 204 of the Act 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 & Asscociates, Practicing Company Secretaries for conducting the Secretarial Audit of your Company for Financial Year 2023-24.

The secretarial auditor’s report do not contain any qualifications, reservations, or adverse remarks or disclaimer, except as mentioned below;

1) During the year under review, company has granted loan to related parties for which compliance under Section 185 of the Act is not done, however as explained by the management of the company the such loans were given to interested person prior to conversion of the partnership firm into company and the provisions of section 185 of the Act were not applicable to the partnership firm.

Management response - The remark is self-explanatory. The loan were granted on May and December 2023 i.e. prior to conversion.

2) Details of partnership firm mentioned in the Form URC-1 filed for conversion of partnership firm into company are incorrect.

Management response- The remark is self-explanatory.

The Secretarial Audit Report in prescribed form MR-3, issued by the Secretarial Auditor is annexed herewith as

Annexure - C to this Report.

28. 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.

29. 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, 2024 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 have prepared the annual accounts on a ‘Going Concern Basis’.

e) 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.

30. WEB LINK OF ANNUAL RETURN:

The annual return of the Company as required under Section 92(3) of the Companies Act, 2013 will be placed on the website of the Company at weblink https://www.visioninfraindia.com/investor-relations/

31. DEPOSITS:

The Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended from time to time, during the year under review.

32.LOAN FROM DIRECTORS:

During the year under review, the company has accepted unsecured loans from Directors of the Company. The details of the loan are as below:

The loans from the directors mentioned above were obtained before the conversion of the partnership firm into a company and have recorded and vested in the books of the Company.

33.PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS:

Details of loans, guarantees and investments, as on March 31, 2024, as stipulated under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, are as follows:

The amounts stated above related to loan, advances, and investment made are prior to conversion of partnership firm into the company and accordingly the provisions of companies act 2013 were not applicable in relation to Section 186 of the Act.

34. PARTICULARS OF RELATED PARTY TRANSACTIONS:

contracts or arrangements with related parties referred to in Sub-section (1) of section 188 were entered by the company in the Ordinary Course of the Business and at Arm’s Length basis the detailed note for related party transactions are given in Note No 33 to financial statement for the year ended on 31^st March 2024. The Copy of Form AOC-2 is enclosed as Annexure - A to this report

35. 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:

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

The Company has always been conscious for the conservation of energy and optimum utilization of available resources and has been steadily making progress towards this.

replacement of all lighting with LED lighting fixtures at offices and site locations of the Company Creating awareness among employees to conserve energy and follow protocols while leaving the workplace

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;

The Company has made efforts to reduce and optimize energy requirements at all its plants, utilizing most of the energy-saving equipment.

b) Technology absorption:

The Company is using latest technology and indigenization, which keeps on absorbing latest technology for the betterment of society at large.

c) Foreign exchange earnings and Outgo-

Foreign Exchange Earnings during the year: Rs. 2968.29 Lacs. (USD - 40.03 Lacs)

Foreign Outgo during the year: NIL

36. 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.

37. THE PET AIT & 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 suitably monitoring the procedures in place to provide reasonable assurance for the accuracy and timely reporting of the financial information and compliance with the statutory requirements.

38. 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.

39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE < PREVENTION PROHIBITION AND REDRESSALt ACT. 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act. 2013 read with Rule 14 of the Rules issued there under the Company has complied with the provisions relating to the constitution of internal compliant Committee the Internal complaint Committee constituted under the said Act has confirmed that no complaint has been received by the Company during the year 2023-24 and there were no pending cases.

40. DETAILS OF APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 20161:

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.

41. QBSERVANCE 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).

42. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation and acknowledge with the gratitude, the support and co-operation extended to the Company by the employees at all levels, bankers, financial Institutions, Central and State Governments authorities.