Veer Global Infraconstruction Ltd

TO,

THE MEMBERS,

VEER GLOBAL INFRACONSTRUCTION LIMITED,

The Board of Directors ("Board") is pleased to present the Company's Fourteenth (14th) Annual Report, along with the Audited Standalone Financial Statements and the Auditors' Report for the Financial Year ended March 31, 2025.

Disclosure Requirements) Regulations, 2015, the Company has made the requisite disclosures in this report to ensure accountability and transparency in its operations, thereby keeping you informed about the Company's performance.

1. FINANCIAL PERFORMANCE

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") as amended from time to time read with the Companies (Accounts) Rules, 2014. The financial statements for the financial year ended March 31st, 2025 and March 31st, 2024 are Ind AS compliant.

(INR. in lakhs)

The Cash Flow statement for the year 2024-2025 is attached to the Balance Sheet.

The Board has not recommended any dividend during the financial year 2024-25. The Policy of the Company is available on the Company's website at www.veergloballtd.com.

BONUS

The Board has not recommended any dividend during the financial year 2024-25.

2. FINANCE

The Company has not accepted any deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. Accordingly, there was no principal or interest outstanding as of the Balance Sheet date, nor was there any deposit in non-compliance of Chapter V of the Companies Act, 2013.

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or re-enactment thereof for the time being in force), the Company has not given any Loans, guarantees and security covered under Section 186 of the Companies Act, 2013.

3. SUBSIDIARIES AND JOINT VENTURES

As on March 31, 2025, the Company does not have any subsidiaries and Joint Ventures. Accordingly, the provisions relating to submission of information and documents pertaining to subsidiary companies under the Companies Act, 2013 and the SEBI Listing Regulations are not applicable.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The detailed review of the operations, state of affairs, performance and outlook of the Company and its business as stipulated under Regulation 34 of the SEBI Listing Regulations, is presented in a separate section forming part of Annual Report under the head ‘Management Discussion and Analysis'.

5. DIRECTORS

As on March 31, 2025, the Board of Directors of your Company comprises of 6 (Six) Directors out of which 2 (Two) are Executive Directors, 2 (Two) are Non-Executive Independent Directors and 2 (Two) are Non-Executive Directors. The Chairman is a Non-Executive Director. The Board composition is in compliance with the requirements of the Act, the SEBI Listing Regulations and the circulars / directions / notifications issued by therein.

All appointments of Directors are made in accordance with the relevant provisions of the Act, the SEBI Listing Regulations, and other laws, rules, guidelines as may be applicable to the Company. The Nomination & Remuneration Committee of the Company exercises due diligence inter-alia to ascertain the ‘fit and proper' person status of person proposed to be appointed on the Board of Directors of the Company, and if deemed fit, recommends their candidature to the Board of Directors for consideration. During the year under review, there was no appointment or cessation of any director of the Company.

In terms of the provisions of Section 152 of the Companies Act, 2013, Shri. Vinod Mohanlal Jain (DIN: 06827919) is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Further, the tenure of Madam Rakhee Jain (DIN: 09612344) as Independent Director and Shri Vijaybhai Vagjibhai Bhanshali (DIN: 05122207) as Managing Director has also come to an end/is also coming to end. The Nomination and Remuneration Committee and the Board of Directors, after due evaluation, recommend the re-appointment of all three Directors

During the year under review, the following changes occurred in the Key Managerial Personnel (KMP) of the Company in accordance with Section 203 of the Companies Act, 2013:

Mr. Priyank Chandrakant Parikh was appointed as the Chief Financial Officer of the Company with effect from May 30, 2024.

Mrs. Payal Kothari, Company Secretary and Compliance Officer, resigned from her position with effect from September 19, 2024.

Subsequently, Mr. Mahesh Kachhawa was appointed as the Company Secretary and Compliance Officer of the Company with effect from October 01, 2024.

Based on the declarations and confirmations received pursuant to section 164 and 184 of the Act, none of the Directors on the Board of your Company are disqualified from being appointed as Directors.

Further the Company has received the declarations from all the Independent Directors as per the Section 149(7) of the Act and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Act.

Further, the Independent Directors have confirmed that they have included their names in the

Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014. The Board is of the opinion that the Independent Directors of the Company are persons of integrity, having relevant expertise, experience

The Company has formulated a policy for performance evaluation of the Independent Directors, the Board, its committees, and other individual Directors, which includes the criteria for evaluation of Non-Executive and Executive Directors. The Policy of the Company is available on the Company's website at www.veergloballtd.com. In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of its committees, and of individual Directors, including Independent Directors, based on the established evaluation framework.

COMMITTEES OF BOARD

The Board of Directors, in compliance with the applicable provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015, and other relevant laws, and for ensuring effective governance and operational efficiency, has constituted various Committees to oversee and manage specific functional areas of the Company.

The Audit Committee and terms of reference of the Audit Committee are in compliance with the provisions of Section 177 of the Act. All members of the Audit Committee are financially literate and have accounting or related financial management expertise. During the financial year 2024-25, 05 Audit Committee meetings were convened. The Audit Committee consists of the following members:

The Nomination and Remuneration Committee and the terms of reference of the Nomination and Remuneration Committee are in compliance with the provisions of Section 178 of the Act. During the financial year 2024-25, 03 meeting was convened. The Nomination and Remuneration Committee consists of the following members:

The terms of reference of the Stakeholders Relationship Committee are in compliance with the provisions of Section 178 of the Act. During the financial year 2024-25, 03 meeting was convened. The Stakeholders Relationship Committee consists of the following members:

MEETINGS OF THE BOARD

The Board meets at regular intervals inter-alia to discuss and review various matters including business performance, business strategies and policies The gap between the two consecutive board meetings was within the prescribed period of 120 days as specified under the provisions of Section 173 of the Act. During the year under review, 5 (Five) meetings of the Board of Directors of the Company were held as follows:

As required under Section 134 of the Act, and to the best of their knowledge and belief and based on the information and explanations obtained from the operating management, your Directors hereby confirm that:

A. In the preparation of the annual accounts for the year under review, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

B. The Directors 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 as on March 31, 2025, and of its profit and loss for the period ended on that date;

C. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

D. The Director had prepared the annual accounts for the year under review on a ‘going concern' basis; and

E. The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

F. The Directors had devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.

During the year under review the company has entered into various related party transactions. These were submitted for approval of proper and competent authorities. All the transactions entered into with the Related Parties during the year under review were on an arm's length basis and were in the ordinary course of business. Agreement and contracts executed and entered with such parties were approved and ratified wherever required by the competent authority. The statement of related party transaction is enclosed in this report.

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. B.L. Harawat and Associates, Company Secretaries in Practice, for conducting Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report is enclosed to this report. The Secretarial Audit Report is self-explanatory and thus does not require any further comments.

M/s Bansilal Shah & Co (Firm Registration No. 000384W) were appointed as the Statutory Auditor of the Company for the Financial Year ended 2024-25. M/s Bansilal Shah & Co, Statutory Auditor in their report(s) on the Standalone Audited Financial Statements of your Company for the financial year ended March 31, 2025, have not made any qualifications, reservations, adverse remarks or disclaimers and said report forms part of the Annual Report. Further, the notes to the accounts referred to in the Auditor's

Report are self-explanatory.

The provisions of Section 148 regarding the maintenance of Cost records are not applicable to Company.

Since Company's Shares are listed on the SME Platform of BSE Limited and therefore, the provisions of Corporate Governance provisions under SEBI Listing Regulations are not applicable to the Company.

In terms of the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013, the Board of Directors of the Company has adopted a Whistle Blower Policy/Vigil Mechanism. This mechanism provides a formal process for the Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company's Code of Conduct. The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the Company's website at www.veergloballtd.com.