Your directors have pleasure in presenting their Twenty Fourth Annual Report on the business and operations of
the company together with the Audited Statement of Accounts for the year ended 31st March, 2025.

1. Financial Performance

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

fAmnnnt in I arel

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 Company's 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(3Xl) of the Companies Act, 2013, the Board of Directors wishes to
inform the members that material changes and commitments affecting the financial position of the
Company have occurred after the end of the financial year.

A significant development during this period was the successful completion of the Initial Public Offering
(IPO) of the Company and its listing on the SME Platform of BSE Limited.

• The IPO opened on July 23, 2024, and closed on July 25, 2024, comprising a fresh issue of 65,82,000

equity shares of face value ?10/- each at a price of ?93/- per share (including a premium of ?83/-),
aggregating to Rupees 61.21 crores.

• The issue received an overwhelming response from investors and was oversubscribed by 236.92 times,
with participation from various investor categories, including Anchor Investors, under the Book Building
process.

• The final listing documents were filed with BSE on July 29, 2024, and the equity shares of the Company
were listed and permitted for trading on the SME Platform of BSE on July 30, 2024.

• There was no delay in the listing process.

The funds raised through the IPO are being deployed in accordance with the stated Objects of the Issue as
detailed in the Prospectus, which include business expansion, meeting working capital requirements, and
general corporate purposes.

This successful listing marks a transformational milestone in the Company's journey, enabling greater
access to capital markets, enhancing brand visibility, and strengthening its corporate governance
framework - all of which are expected to contribute significantly to long-term shareholder value creation.

4. Statement of Company's Affairs:-

On a Standalone basis, the total income for the financial year 2024-25 stood at ? 27,903.93 lakhs as against
? 21,639.89 lakhs in the previous financial year, registering a growth of 28.97%.The profit before tax from
continuing operations( including exceptional items)was?3,596.68lakhsforFY20 24-25asagainst
f 2,350.94lakh s for the previous financia lyear, reflectinga growth of 52.99%.The profitaftertax stoodat
2,626.24lakhs ascomparedto? 1,700.49lakhs in FY 2023-24, marking agrowth of 54.47%.

On a Consolidated basis, the total income for the financial year 2024-25 was ? 37,320.99 lakhs, compared
to ? 28,577.77 lakhs in the previous financial year, reflecting a robust growth of 30.59%.The profit before
tax from continuing operations (including exceptional items) increased to ? 7,346.56 lakh in FY 2024-25 from
? 2,734.12 lakh in FY 2023-24, registering a growth of 168.71% The profitaftertax stood at?3,609.83 lakhs, as
against ?2,006.99 lakhsinthe previousyear, showinga significantgrowth of 147. 78%.

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. Board's 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, 2025. 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(3Xf) of
the Companies Act, 2013.

7. Significant and Material Orders

During the financial year under review, the Company successfully completed its Initial Public Offering (IPO)
and got listed on the BSE SME Platform. The process involved necessary approvals and observations from
various regulatory authorities including the Securities and Exchange Board of India (SEBI), the Registrar of
Companies (ROC), and the BSE Limited.

The Company confirms that, apart from approvals and observations in the normal course of the IPO process,
no significant and material orders were passed by any regulators, courts, or tribunals which would impact
the Company's 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
Board of Directors of the Company hereby confirms that there has been a deviation in the utilization of funds
raised through the Initial Public Offering (IPO) of the Company made on July 26, 2024, amounting to ?
61,21,26,000/-.

The objects of the issue and the corresponding utilization status as on date are as under:

The deviation relates to the amount originally allocated towards Capital Expenditure, which has been
reallocated and utilized towards Working Capital Requirements in light of the Company's immediate
operational needs and liquidity considerations.

The proposal for such reallocation was approved by the Board of Directors at its meeting held on 20th
January, 2025. Subsequently, in compliance with applicable provisions of the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015, the said deviation was approved by the shareholders of the Company
through special resolution passed by way of postal ballot and remote e-voting, with results declared on
26th February, 2025.

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 2024-25. 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 of the profit to the general reserves, therefore to provide an open-
ended opportunity to utilize the profits towards the company's 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 2024-25, there was a change in the issued, subscribed, and paid-up share capital
of the Company pursuant to the successful completion of its Initial Public Offering (IPO) and allotment of
fresh equity shares. However, there was no change in the authorized share capital of the Company during
the year under review.

The increase in paid-up 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 laws. The
Company also successfully got listed on the BSE SME Platform during the financial year, marking a
significant milestone in its corporate journey.

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
Management's discussion and analysis is set out in this Annual Report.

14. Corporate Governance:

The Company is committed to maintaining the highest standards of corporate governance and ethical
conduct. It ensures compliance with all applicable laws, rules, and regulations, including those prescribed
under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, as applicable to companies listed on the
BSE SME Platform. The governance practices of the Company are driven by effective Board oversight,
transparent disclosures, sound accounting policies, and integrity in all business decisions.

15. Details of Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Vaibhav
Tyagi (DIN: 01797558) retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible,
offers himself for reappointment. The Board of Directors, on the recommendation of the Nomination and
Remuneration Committee ("NRC"), has recommended his re-appointment. The Board of Directors has
appointed:

1. Mrs. Nupur Arora (DIN-11148474) Additional Non-Executive Independent Director of the Company with
effect from 1^st July, 2025, subject to the approval of the Members of the Company. The Board has
recommended her regularization/appointment as Non- Executive Independent Director for the approval of
the Members at the forthcoming 24th Annual General Meeting of the Company.

2. Mr. Adarsh Rastogi (DIN:-07775565) Non-Executive Independent Director of the Company tendered his
resignation from the Directorship and from all the Committees of the Board with effect from 16th
September, 2024, due to personal reasons.

3. Mrs. Ruchika Jain, (DIN: 07136403) Non-Executive Independent Director of the Company tendered her
resignation from the Directorship and from all the Committees of the Board with effect from 12^th June, 2025,
due to personal reasons.

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board of
Directors recommends the appointment/re-appointment of Directors at the ensuing Annual General
Meeting (AGM) for the approval of the members.

Except as stated above, there were no other changes in the composition of the Board of Directors and Key
Managerial Personnel of the Company during the year.

The Company has received declarations from all the Independent Directors confirming that:

1. They meet the criteria of independence as prescribed under the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015; and

2. They have registered their names in the Independent Directors' Databank maintained by the Indian
Institute of Corporate Affairs as required under the Act.

The Independent Directors have complied with the Code for Independent Directors as prescribed under
Schedule IV of the Companies Act, 2013 and the provisions of the Listing Regulations. The Board affirms
that the Independent Directors of the Company possess the requisite qualifications, experience, and
expertise, and uphold the highest standards of integrity.

There were no changes in Key Managerial Personnel during the financial year 2024-25.

16. Board and Committees of Board of Directors

During the financial year 2024-25, the Board of Directors of your Company met 15 (Fifteen) 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 31^st March, 2025

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 2024-25, the Audit Committee met four times. The details of the meetings and
attendance of the members are as follows:

Nomination and Remuneration Committee (NRC) Meetings

During the financial year 2024-25, the Nomination and Remuneration Committee met three times. The
details of the meetings and attendance are as follows:

Stakeholders Relationship Committee (SRC) Meetings

During the financial year 2024-25, the Stakeholders Relationship Committee met three times. The details
of the meetings and attendance are as follows:

Corporate Social Responsibility (CSR) Committee Meeting - FY 2024-25

Separate Meeting of Independent Directors - FY 2024-25

17. Reconstitution of Committees of the Board

During the year under review and up to the date of this Report, the following changes took place in the
constitution of the Committees of the Board due to changes in the composition of the Board:

Resignation of Director:

Mr. Adarsh Rastogi, Non-Executive Independent Director, tendered his resignation from the Board effective
16th September, 2024. Consequently, he ceased to be a member of the Board Committees where he was
serving.

Resignation of Director:

Mrs. Ruchika Jain (DIN: 07136403) Non-Executive Independent Director, tendered her resignation from the
Board effective 12th June, 2025. Consequently, she ceased to be a member of the Board Committees where
she was serving.

Appointment of Additional Director:

Mrs. Nupur Arora (DIN: 11148474) was appointed as an Additional Non-Executive Independent Director with
effect from 1st July, 2025, and was inducted into the following Committees:

Audit Committee - as Member

Stakeholder's Relationship Committee - as Member

Nomination remuneration Committee- as Member

Composition of Committees as on the date of this Report
1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholder's Relationship Committee

4. Corporate Social Responsibilities Committee

18. Details of Subsidiary/Joint Ventures/Associate Companies
Subsidiaries and Material Subsidiaries

As on March 31, 2025, the Company has one direct subsidiary, namely Vibhor Vaibhav Infrahome Private Limited,

having CIN: U70101DL2007PTC170268. The Company holds 90.02% of the total equity share capital of the said
subsidiary. Vibhor Vaibhav Infrahome Private Limited has been as a Material Subsidiary in accordance with
Regulation 16(1Xc) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, Vibhor Vaibhav Infrahome Private Limited acquired controlling interest in the
following entities, which are therefore treated as step-down subsidiaries of VVIP Infratech Limited:

i. VVIP Infrahome Private Limited

(Formerly known as Luck Real Properties Private Limited)

During the year, Vibhor Vaibhav Infrahome Private Limited acquired a total of 1,78,500 equity shares (51%) of

VVIP Infrahome Private Limited, making it a subsidiary with effect from 7^th March 2025. The shares were
purchased in two tranches - 72,347 shares were acquired directly from the company on 4^th March 2025, and
1,06,153 shares were purchased from existing shareholders on 7^th March 2025. As informed by the management,
no valuation was conducted for this transaction, and the investment is stated at cost.

ii. VVIP EMS Infrahome (Partnership Firm)

Vibhor Vaibhav Infrahome Private Limited, through a Retirement-cum-Reconstitution Deed dated 5^th
September 2024, increased its profit-sharing ratio in the partnership firm VVIP EMS Infrahome from 10% to 51%,
with effect from 1^st April 2024. Accordingly, this firm is now treated as a subsidiary of Vibhor Vaibhav Infrahome
Pvt. Ltd., and thereby becomes a step-down subsidiary of the Company. The investment is carried at cost and
adjusted for the Company's share in profits/losses of the firm as per applicable accounting standards.

iii. Investment in Joint Ventures

VVIP Infratech Limited holds 51.00% share in VIPL BCPL - JV and 51.00% share in VVIP KKR JV, thereby exercising
controlling interest in both. These joint ventures are considered subsidiaries for reporting purposes. Additionally,
the Company holds 35.00% share in KIPL VVIP JV and 36.00% share in KVS JV, which are classified as associates
due to significant influence.

A statement containing the salient features of the financial statements of the subsidiary and step-down
subsidiaries, 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].

The standalone and consolidated financial statements of the Company, including those of its subsidiary and step-
down subsidiaries, along with all other related documents, are available on the Company's website:
www.vvipinfra.com under the'Investor Relations' section.

Notes on Subsidiaries

The Consolidated Financial Statements of the Company are prepared in accordance with the Accounting
Standard (AS) 21 - Consolidated Financial Statements, as prescribed under the Companies (Accounting
Standards) Rules, 2006. These statements include the financial results of:

• Vibhor Vaibhav Infrahome Private Limited - a material subsidiary of the Company;

• VVIP Infrahome Private Limited - a subsidiary of Vibhor Vaibhav Infrahome Private Limited (step-down
subsidiary); and

• VVIP EMS Infrahome - a partnership firm in which Vibhor Vaibhav Infrahome Private Limited holds 51%
profit-sharing rights (step-down subsidiary).

• VIPL BCPL - JV and VVIP KKR JV - joint ventures in which the Company holds 51% share each, considered
as subsidiaries for the purpose of consolidation; and

• KIPL VVIP JV and KVS JV - associates in which the Company holds 35% and 36% share respectively, and
whose results have been considered under the equity method of accounting.

The Consolidated Financial Statements present a true and fair view of the consolidated financial position and
performance of the Company and its subsidiaries in accordance with applicable laws.

Shareholders desirous of obtaining the audited financial statements and related information of the subsidiary and
its step-down subsidiaries may do so by submitting a written request to the Company Secretary. The financials
are also available on the Company's website in a downloadable format.

19. Credit Rating

During the financial year 2024-25, the Company was assigned a credit rating of IVR BBB with Stable Outlook by
Infomerics Valuation and Ratings Private Limited. This rating reflects the Company's 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. 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, 2025, is placed on the website of the Company.

The web link to access the Annual Return is:
https://www.vvipinfra.com

21. 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 Company's 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 Company's website at: www.vvipinfra.com

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.

22. 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 30^th September, 2022 for further period.

The Auditors' Report with notes to accounts are self-explanatory and, therefore, do not call for further comments.
The Audit Report does not contain any qualification, reservation or adverse remarks.0

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, 2025.

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 2024-25.

The Secretarial Audit Report for the financial year 2024-25, as issued by the Secretarial Auditor, shall form an
integral part of this Report and will be attached as 'Annexure D'.

Information referred to in the Secretarial Auditor's Report is self-explanatory and does not call for any further
comments.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014, M/s. RGAR & Associates, Chartered Accountants (Firm Registration No. 007070N)was

appointed as the Internal Auditor of the Company for the financial year 2024-25, based on the recommendation
of the Audit Committee. The appointment was approved by the Board of Directors at its meeting held on 13th
November, 2024, for a period of one year commencing from 1st April, 2024 to 31st March, 2025.

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.

23. 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.

24. 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 Company's website at: www.vvipinfra.com .

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: www.vvipinfra.com .

25. 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 arm's length basis.

However, the Company has entered into certain related party transactions which are required to be disclosed
under Section 134(3Xh) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.
Accordingly, 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 Company's website at:www.vvipinfra.com

There were no materially significant related party transactions during the year that may have potential conflict
with the interests of the Company at large.

26. 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.

27. 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.

28. Corporate Social Responsibility (CSR) Initiatives

The Company strongly believes in corporate excellence coupled with social welfare. This philosophy is deeply
embedded in the Company's 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 socio-economic 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: www.vvipinfra.com

The Annual Report on CSR Activities and Expenditure for the financial year 2024-25 is annexed to this Report
and forms part of it as Annexure C.

29. 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 well-being, especially across its project sites, by conducting
regular safety training and awareness sessions. The employee relations environment remained cordial
throughout the year..

30. 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.

31. 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").

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.

There was re-constitution of ICC during the Financial Year.

32. Maternity Benefit Act, 1961

As In accordance with the Companies (Accounts) Second Amendment Rules, 2025, the Company confirms
that it has complied with the provisions of the Maternity Benefit Act, 1961, as applicable. The Company is
committed to supporting the rights and welfare of its women employees and ensures that all benefits under
the Act, including maternity leave and related entitlements, are provided in accordance with law.

33. Particulars of Employees

A Statement containing the names of every employee employed throughout the financial year and in receipt of
remuneration of Rs. 8.50 Lacs per month, or more, or employed for part of the year and in receipt of Rs. 1.02 Crore
Per Annum or more, under Rule 5(2) of the companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, do not applicable to the company.

34. 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.

35. CEO/CFO Certificate

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

36. 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 Company's website at www.vvipinfra.com.

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.

37. 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.

38. 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.

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

Your company is engaged into the infrastructural activities. Since this business does not involve any
manufacturing activity, most of the information required to be provided under Section 134(3)(m) of the Companies
act, 2013 read with Companies (Accounts) Rules, 2014 are Nil/Not applicable .

However, the information in this regard are given hereunder:

(a) Conservation of energy

The company uses energy for its office equipment such as computers, lighting, machineries and
utilities at its work premises. As an ongoing process every endeavour is made to ensure optimal use
of energy, avoid wastage and conserve energy as far as possible.

(b) Technology absorption

Your company uses the latest technology and machineries at work premises which results in increase
in productivity and reduction of cost of the company.

(c) Foreign exchange earnings and Outgo

During the year , no income and earnings were made in foreign exchange.

40. Directors' Responsibility Statement

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

(i) In preparation of the Annual Accounts for the financial year ending on 31^st March, 2025, the applicable
accounting standards have been followed without any material departure.

(ii) Appropriate accounting policies have been selected and applied consistently and that the judgments
and estimates made 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 the profit and loss of the Company for the said period.

(iii) Proper and sufficient care has been taken 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 of fraud and other irregularities.

(iv) The Annual financial statements have been prepared on a going concern basis;

(v) Proper systems were devised to ensure compliance with the provision of all applicable laws and the
systems were adequate and operating effectively.

41. 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 Company's executives, staff and workers.

For and on behalf of the Board
VVIP INFRATECH LIMITED

(Formerly known as "Vibhor Vaibhav Infra Private Limited")

Praveen Tyagi
DIN-00834200
Chairman & Director

Dated: 25/08/2025
Place: Ghaziabad