Directors Report of Veer Global Infraconstruction Ltd.

Mar 31, 2025

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

Further, in compliance with the Companies Act, 2013 (“the Act”) and the SEBI (Listing Obligations and
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 31^st, 2025 and March 31^st, 2024 are Ind AS
compliant.

(INR. in lakhs)

PARTICULARS	FOR THE FINANCIAL YEAR ENDED
	MARCH 31, 2025	MARCH 31, 2024
Total Income	1162.95	1541.22
Profit/Loss before Prior Period Items, Exceptional Items, Extraordinary Items and Tax	264.52	186.49
Net Profit for the period before tax and after Exceptional items.	195.27	186.49
Net Profit after tax and after exceptional item	180.81	146.43
Paid-up equity share capital	1624.34	1624.34
Basic and diluted EPS after Extraordinary items for the period	1.12	0.90

CASH FLOW STATEMENT

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

DIVIDENDS

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
DEPOSITS

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186

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

The details of the Directors of your Company are as follows:

S. NO	NAME OF THE DIRECTOR	DESIGNATION	NO. OF OTHER DIRECTORSHIP	MEMBERS OF BOARD COMMITTEES
1	Shri Manvendra	Chairman and Non-	1	0
	Shivshyam Tiwari	Executive Director
2	Shri Vijaybhai	Managing	2	0
	Vagjibhai Bhanshali	Director
3	Shri Priyank Chandrakant Parikh	Executive Director and Chief Financial Officer	3	0
4	Shri Vinod Mohanlal Jain	Non-Executive Director	0	3
5	Madam Rakhee Jain	Non-Executive Independent Director	0	3
6	Shri Subodh Jain	Non-Executive Independent Director	0	3

Disclosure of relationships between Directors inter-se

S. No.	NAME OF THE DIRECTOR	RELATION WITH OTHER DIRECTOR
1	Shri Vijaybhai Vagjibhai Bhanshali	Uncle of Shri Priyank Chandrakant Parikh
2	Shri Priyank Chandrakant Parikh	Nephew of Shri Vijaybhai Vagjibhai Bhanshali

CHANGE IN KEY MANAGERIAL PERSONNEL

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.

The details of the Key Managerial Personnels of your Company as on March 31, 2025 are as
follows:

S. No.	NAME OF KEY MANAGERIAL PERSONNEL	DESIGNATION
1	Shri Vijaybhai Vagjibhai Bhanshali	Managing Director
2	Shri Priyank Chandrakant Parikh	Chief Financial Officer
3	Shri Mahesh Kachhawa	Company Secretary and Compliance Officer

DIRECTOR(S) DISCLOSURES

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
Independent Director’s databank maintained by the Indian Institute of Corporate Affairs in terms of
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

BOARD EVALUATION

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.

AUDIT COMMITTEE

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:

S.	AUDIT COMMITTEE	DESIGNATION
No.
1	SHRI SUBODH JAIN	CHAIRMAN - INDEPENDENT DIRECTOR
2	MADAM RAKHEE JAIN	MEMBER - INDEPENDENT DIRECTOR
3	SHRI VINOD JAIN	MEMBER - NON-EXECUTIVE DIRECTOR

NOMINATION AND REMUNERATION COMMITTEE:

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:

S. No.	NOMINATION AND REMUNERATION COMMITTEE	DESIGNATION
1	SHRI SUBODH JAIN	CHAIRMAN - INDEPENDENT DIRECTOR
2	MADAM RAKHEE JAIN	MEMBER - INDEPENDENT DIRECTOR
3	SHRI VINOD JAIN	MEMBER - NON-EXECUTIVE DIRECTOR

STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

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:

S. No.	STAKEHOLDERS'' RELATIONSHIP COMMITTEE	DESIGNATION
1	MADAM RAKHEE JAIN	CHAIRMAN - INDEPENDENT DIRECTOR
2	SHRI SUBODH JAIN	MEMBER - INDEPENDENT DIRECTOR
3	SHRI VINOD JAIN	MEMBER - NON-EXECUTIVE DIRECTOR

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:

S. No.	DATE OF MEETING	BOARD MEETINGS		ATTENDANCE
		HELD	ATTENDED	NO. OF DIRECTORS	% OF ATTENDANCE
1	MAY 30, 2024	5	5	6	100
2	SEPTEMBER 26, 2024	5	5	6	100
3	OCTOBER 24, 2024	5	5	6	100
4	NOVEMBER 23, 2024	5	5	6	100
5	FEBRUARY 13, 2025	5	5	6	100

DIRECTOR’S RESPONSIBILITY STATEMENT

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.

PARTICULARS OF CONTRACTS WITH RELATED PARTIES / RELATED PARTY
TRANSACTIONS

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.

SECRETARIAL AUDITOR & THEIR 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.

INTERNAL AUDITOR

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.

COST AUDITOR

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

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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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.

VIGILANCE OFFICER CHAIRMAN OF THE AUDIT COMMITTEE

Company Secretary Sh. Subodh Jain

Veer Global Infraconstruction Limited Veer Global Infraconstruction Limited

A-01 Shalibhadra Classic, 100 feet Link Road, A-01 Shalibhadra Classic, 100 feet Link Road,

Near Union Bank of India, Nalasopara East, Near Union Bank of India, Nalasopara East,

Thane, Maharashtra - 401209 IN Thane, Maharashtra - 401209 IN

Tel: [phone] Tel: [phone]

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on
prevention, prohibition and redressal of sexual harassment at workplace. This has been widely
communicated internally. Your Company has constituted ‘Internal Complaints Committee’ to redress
complaints relating to sexual harassment at its workplaces. The Policy of the Company is available on
the Company’s website at www.veergloballtd.com. The Company has not received any complaints
relating to sexual harassment during financial year 2024-25.

(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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy)
Rules, 2014 are not applicable to the Company and hence, Company is not required to adopt the CSR
Policy or constitute CSR Committee during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and Company’s operations in future.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, extract of the Annual Return of the
Company for the financial year ended March 31, 2025 has been uploaded on the website of the Company
and can be accessed at www.veergloballtd.com

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR
MANAGEMENT

The Company has in place a Nomination and Remuneration Policy which lays down a framework for
selection and appointment of Directors, Key Managerial Personnel, Senior Management and for
determining qualifications, and independence of directors, fixation of their remuneration as per the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
No such employee is employed throughout the financial year who is in receipt of remuneration which
involves the reporting requirement as provided under section 5(2) of the companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014. The Policy of the Company is available on the
Company’s website at www.veergloballtd.com.

COMPLIANCE OF ACCOUNTING STANDARDS

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your
Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards
have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has followed the applicable Secretarial Standards, relating
to the meeting of the Board of Directors (SS-1) and the General Meetings (SS-2), issued by the Institute
of Company Secretaries of India (ICSI) and mandated as per the provisions of Section 118 (10) of the
Act.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, there have been no frauds reported by the Statutory Auditors of the
Company under sub-section (12) of Section 143 of the Act.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There remains no material change affected after the date of Balance Sheet which needs to be mentioned
specifically.

CHANGE IN THE NATURE OF COMPANY’S BUSINESS

There has been no change in the nature of business of the Company.

RISK MANAGEMENT POLICY: Not applicable.

OPERATIONS DURING THE INTERIM PERIOD

There are no material changes and commitments affecting the financial position of the company between
the end of financial year and the date of report.

CONSOLIDATED FINANCIAL STATEMENTS AND CASH FLOW STATEMENT

During the reporting period, the Company does not have any subsidiary, associate, or joint venture.
Accordingly, the requirement to prepare Consolidated Financial Statements under the Companies Act,
2013 is not applicable.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has proper and adequate internal control systems, which ensure that all assets are
safeguarded against loss from unauthorized use and all transactions are authorized, recorded and reported
correctly. The Management continuously reviews the internal control systems and procedures to ensure
orderly and efficient conduct of business. Internal audits are regularly conducted, using external and
internal resources to monitor the effectiveness of internal controls.

TECHNOLOGY: The Company is using modern technology available for the entire construction
process. The management is paying its proper attention to get the maximum yield coupled with quality
with requisite quantity of energy.

OTHER STATUTORY DISCLOSURES: Your directors state that no disclosure or reporting is
required in respect of the following items as there were no transactions on these items during the year
under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(c) None of the Whole-time Directors of the Company receive any remuneration or commission
from any of its subsidiaries.

CONSERVATION OF ENERGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

During the financial year under review, the Company has not undertaken any foreign exchange
transactions. Accordingly, there were no foreign exchange earnings or outgo during the year. The
Company is engaged in non-manufacturing activities, and as such, disclosure of particulars with respect
to power and energy consumption is not applicable and has therefore not been provided.

EMPLOYEE’S RELATIONS

Relations between the management and employees remain cordial during the year under review. The
Director’s place on records their appreciations of the efficient and loyal services rendered by the
employees at all levels.

BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock
Exchanges is not applicable to your Company for the financial year ending March 31, 2025.

GREEN INITIATIVE

Your Company has taken the initiative of going green and minimizing the impact on the environment.
The Company has been circulating the copy of the Annual Report in electronic format to all those
Members whose email addresses are available with the Company. Your Company appeals other
Members also to register themselves for receiving Annual Report in electronic form.

ACKNOWLEDGEMENT

Directors are thankful to all the shareholders, Advisors, Bankers, Governmental Authorities, media and
all concerned for their continued support. The Directors acknowledge the commitment and contribution
of all employees to the growth of the Company. Our consistent growth was made possible by their hard
work, solidarity, cooperation and support.

By Order of the Board of Directors

For: Veer Global Infraconstruction Limited

Sd/-

Vijaybhai Vagjibhai Bhanshali
(Managing Director - DIN: 05122207)

Date: July 23, 2025 | Place: Mumbai

---

Mar 31, 2024

The Board of Directors ("Board") is pleased to present the Company''s Thirteen (13^th) Annual Report on business and operations, together with the Audited Financial Statements along with the Report of the Auditors for the year ended March 31, 2024.

I - FINANCIAL PERFORMANCE

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014. The financial statements for the financial year ended March 31^st, 2024 and March 31^st, 2023 are Ind AS compliant.

(INR. in lakhs)

Particulars	For the Year ended 31.03.2024	For the Year ended 31.03.2023
Total Income	1541.22	1138.39
Net Profit / Loss from ordinary activities after finance cost but before exceptional	186.49	97.59
Net Profit for the period before tax and after Exceptional items.	186.49	97.59
Net Profit after tax and after exceptional item	146.43	71.53
Paid-up equity share capital	162.43	81.21
Basic and diluted EPS after Extraordinary items for the period	0.9	0.97

Cash Flow Statement

The Cash Flow statement for the year 2023-2024 is attached to the Balance Sheet.

Dividends

The Board has not recommended any dividend during the financial year 2023-24.

Bonus

The Board has not recommended any dividend during the financial year 2023-24.

II. FINANCE Deposits

The Company has not accepted any Deposit within the meaning of Section 73 of the Companies Act 2013 and rules made there under. As such, no amount of principal or interest was outstanding as of the Balance Sheet date, nor is there any deposit in non-compliance of Chapter V of the Companies Act, 2013.

Particulars of Loans, guarantees or investments u/s 186

No loan was given or no investments were made by the company during the year. At the same time the company had given no guarantee and offered security which requires disclosure pursuant to section 186(4) of the Companies Act, 2013

III. SUBSIDIARIES Subsidiary Companies:

As on March 31, 2024, the Company has no subsidiary Company therefore there is need not to submit any information and documents pertaining to subsidiary company under the Companies Act, 2013 and Listing Regulation.

IV. 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''.

V. DIRECTORS

a. Appointment/Re-appointment Managing Director & Whole Time Directors

There were such changes in the composition of the Board of Directors and Key Managerial Personnel during the year under review. Mr. Manvendra Shivshyam Tiwari (DIN: 09585374) appointment of director effect from May, 29^th 2023.

b. Retires by rotation

In accordance with the applicable provisions of the Companies Act, 2013 (''the Act'') and the Articles of Association of the Company, Mr. Vijaybhai Bhanshali (DIN: 05122207), retires by rotation at the ensuing Annual General Meeting (''AGM'') and being eligible, offers himself for re-appointment.

c. Directors

There were such changes in the composition of the Board of Directors during the year under review.

d. Declaration given by the Independent Directors

All the Independent Directors have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1) (b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the Independent Director''s databank maintained by the Indian Institute of Corporate Affairs in terms of 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

e. Key Managerial Personnel (KMPs)

In terms of Section 203 of the Act, the KMPs of the Company during the financial year 2023-24 are as follows:

S.No	Name of the KMP''S	Designation
1	Vijaybhai Vagjibhai Bhanshali	Managing Director
2	Vinod Mohanlal Jain	Director
3	Priyank Chandrakant Parikh	Director
4	Abhishek Mukesh Jain	Chief Financial Officer
5	Manvendra Shivshyam Tiwari	Director
6	Payal Kothari	Company Secretary & Compliance Officer

f. Board Evaluation

The Company has devised a policy for performance evaluation of Independent Directors Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. On the basis of the policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its committees and individual Directors.

The following policies of the company are attached herewith marked as Annexure-I for selection of Directors and determining Director''s independence;

g. Criteria for selection of Directors, KMPs and Senior leadership positions and their remuneration

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Remuneration Policy of your Company.

VI. MEETINGS OF THE BOARD

During the financial year 2023-24, 4(four) Board meetings were convened. The details of Board and Committee meetings held during the year under review, are given in the Corporate Governance Report, forming part of this Annual Report. The gap between these meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

VII. COMMITTEES OF BOARD

a. Audit Committee

During the financial year 2023-24, 04 (Four) Audit Committee meetings were convened. The composition of the Audit Committee is given in the Corporate Governance Report, forming part of this Annual Report. The Board has accepted all recommendations of the Audit Committee during the year under review

b. Nomination and Remuneration Committee:

During the financial year 2023-24, 04 (Four) Nomination and Remuneration Committee meeting was convened. The composition of the Nomination and Remuneration Committee is given in the Corporate Governance Report, forming part of this Annual Report.

c. Stakeholders'' Relationship Committee:

During the financial year 2023-24, 04 (Four) Stakeholders'' Relationship Committee meeting was convened. The composition of the Stakeholders'' Relationship Committee is given in the Corporate Governance Report, forming part of this Annual Report.

VIII. PARTICULARS OF CONTRACTS WITH RELATED PARTIES / RELATED PARTY TRANSACTIONS

During the year under review the company has entered into various related party transactions. These were submitted for approval of proper and competent authorities. Agreements 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 the Annexure VI.

IX. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Not Applicable

b) Secretarial Auditor & their Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. B.L. Harawat and Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report for the financial year ended March 31, 2024 is enclosed to this report as "Annexure-VII". The Secretarial Audit Report is self-explanatory and thus does not require any further comments.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

c) Internal Auditor

The Board, upon the recommendation of the Audit Committee, has appointed M/s Bansilal Shah & Co (Firm Registration No.000384W). Chartered Accountants as the Internal Auditors of the Company for the financial year ended 2024-25. M/s Bansilal Shah & Co. Chartered Accountants have confirmed their eligibility and have granted their consent to act as Internal Auditors of the Company for the financial year 2024 - 25.

d) Cost Auditor

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

XI. Corporate Governance

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

(a) Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

(b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 20232024.

XII. Corporate Social Responsibility (CSR)

Provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the company.

XIII. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established vigil mechanism and adopted whistle blower policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or ethics policy. The policy on Vigil mechanism and Whistle blower policy of the company are attached herewith marked as Annexure III.

XIV. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted ''Internal Complaints Committee'' to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2023-24.

XV. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

XVI. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for the financial year ended March 31, 2024 has been uploaded on the website of the Company and can be accessed at www.veergloballtd.com

XVII. INFORMATION PURSUANT TO SECTION 197(12) OF THE ACT

Disclosures with respect of the remuneration of the Directors, KMP''s and Employees as required under section 197(12) of the companies Act, 2013 read with Rule 5(1) of the companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-II to this report.

No such employee is employed throughout the financial year who is in receipt of remuneration which involves the reporting requirement as provided under section 5(2) of the companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

XVIII. COMPLIANCE OF ACCOUNTING STANDARDS

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

XIX. Compliance with Secretarial Standards

The Company has complied with the Secretarial Standards (SS-1 and SS-2), issued by the Institute of Company Secretaries of India and forming part of the Act, on meetings of the Board of Directors and General Meetings.

XX. Director''s Responsibility Statement

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/received from the operating Management, your Directors make the following statement and confirm that

A. In the preparation of the Annual Accounts for the year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanations.

B. Appropriate Accounting Policies have been applied consistently. Judgment and estimates, which are reasonable and prudent, have been made so as to give a true and fair view of state of affairs of the company as at the end of the financial year and of the profit of the company for the period:

C. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

D. The Annual Accounts for the year ended 31^st March, 2024 have been prepared on a going concern basis.

E. The Internal Financial control as laid down have been followed by the Company and such internal financial controls are adequate and were operating effectively.

F. The proper systems devised by the Board of Directors of the Company to ensure Compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

XXI. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors reported to the Audit Committee, of any instances of fraud committed in the Company by its officers or employees, as required under Section 143(12) of the Act.

XXII. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There remains no material change affected after the date of Balance Sheet which needs to be mentioned specifically. (Rights issue)

XXIII. CHANGE IN THE NATURE OF COMPANY''S BUSINESS

There has been no change in the nature of business of the Company.

XXIV. RISK MANAGEMENT POLICY

Not applicable.

XXV. Acknowledgement

Directors are thankful to all the shareholders, Advisors, Bankers, Governmental Authorities, media and all concerned for their continued support. The Directors acknowledge the commitment and contribution of all employees to the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

Operations during the interim period

There are no material changes and commitments affecting the financial position of the company between the end of financial year and the date of report.

Financial Position and Performance of Subsidiaries, Joint Ventures and Associates

During the year the Company has no subsidiary Company and Joint Ventures and Associates therefore there is need not to submit any information and documents pertaining to subsidiary company under the Companies Act, 2013 and Listing Regulation.

Consolidated Financial Statements and cash Flow Statement During the reporting period, the company has no subsidiary Company

Internal Control System and their adequacy

The Company has proper and adequate internal control systems, which ensure that all assets are safeguarded against loss from unauthorized use and all transactions are authorized, recorded and reported correctly. The Management continuously reviews the internal control systems and procedures to ensure orderly and efficient conduct of business. Internal audits are regularly conducted, using external and internal resources to monitor the effectiveness of internal controls.

Technology

The Company is using modern technology available for the entire construction process. The management is paying its proper attention to get the maximum yield coupled with quality with requisite quantity of energy.

Foreign Exchange Earnings and Outgo

There is no inflow or outflow of foreign exchange during the year. No import or export took place for the company business.

Details of Directors and Key Managerial Personnel

Sh. Vijaybhai Vagjibhai Bhanshali (DIN: 05122207) Director of the Company, retires at the forth coming Annual General Meeting and is eligible for re-appointment. The Board recommends his re-appointment. Details of the proposal for her appointment are given in the Notice of the Annual General Meeting.

Number of Meetings of the Board

Numbers of Meetings of the Board during the year 2023-24 were 4 (Four) which were held on 29.05.2023, 24.06.2023, 04.11.2023, 12.02.2024.

Auditor and Auditors Report

Existing auditor of the company namely M/s Bansilal Shah & Company are eligible for appointment as Auditors. The Audit Report as received from above named auditor is attached herewith marked as Annexure-VIII

General: Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(c) None of the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

Energy Conservation, Technology absorption, FOREX earnings & outgo

No forex transaction took place during the year by the company. Company being a non-manufacturing company power details has not been provided.

Employee''s Relations

Relations between the management and employees remain cordial during the year under review. The Director''s place on records their appreciations of the efficient and loyal services rendered by the employees at all levels.

Business Responsibility Reporting

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable to your Company for the financial year ending March 31, 2024.

Green Initiative

Your Company has taken the initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those Members whose email addresses are available with the Company. Your Company appeals other Members also to register themselves for receiving Annual Report in electronic form.

By order of the Board of Directors For: Veer Global Infraconstruction Limited

Sd/-

Place: Mumbai Vijaybhai Vagjibhai Bhanshali

Date: July 22, 2024 (Managing Director - DIN: 05122207)