FY 2025-26

To The Members of VISHNUSURYA PROJECTS AND INFRA LIMITED

Your Directors are pleased to present the 30th Annual Report on the business and operations of the Company together with the Audited Accounts (Both Standalone and Consolidated) of the Company for the year ending on March 31, 2026.

1. FINANCIAL SUMMARY

(i) Standalone Financials

(Rs in Lakhs)

(ii) Consolidated Financials

2. FINANCIAL HIGHLIGHTS

Standalone revenue from operations for the FY 2025-26 was Rs. 35,172.48 Lakhs as against Rs. 27,063.43 lakhs in the previous year. Profit before tax is increased by Rs. 465.1 Lakhs. Profit before tax for the financial year 2025-26 is Rs 4532.72 Lakhs as against Rs. 4067.62 Lakhs for the year 2024-25. Increase in revenue is mainly due to new EPC Projects undertaken by the Company during the year 2025-26.

Consolidated revenue from operations for the FY 2025-26 was Rs. 35172.48 Lakhs. Profit before tax for the financial year 2025-26 is Rs. 4510.71 Lakhs.

3. CHANGE IN NATURE OF BUSINESS:

During the year, there was no change in the nature of business of the Company, and the Company continued to carry on its existing business and operations.

4. DIVIDEND

Your Directors recommend a Final Dividend of Re. 1/- per share, representing 10% of face value of each equity share, out of the profits of the Company for the financial approval of the Members at the ensuing Annual General Meeting. If approved by the Members, the payment of the final dividend would involve a cash outflow of Rs 259.26 lakhs.

5. AMOUNTS TRANSFERED TO RESERVES

The consolidated reserves and surplus as of March 31, 2026 stood at Rs. 20,804 Lakhs as against Rs. 15,276.79 Lakhs as of March 31, 2025. During the Financial year, the Company has not transferred any amount to the reserves.

6. CASH FLOW STATEMENT

In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation 34(2) (c) of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash flow statement for the financial year ended March 31, 2026 forms part of this Annual Report.

7. LISTING

Your Company is listed on National Stock Exchange of India Limited (NSE) Emerge /SME Platform, with the symbol VISHNUINFR

8 BRIEF HISTORY OF THE COMPANY, OVERVIEW OF THE INDUSTRY AND IMPORTANT CHANGES IN THE INDUSTRY DURING THE LAST FINANCIAL YEAR

BRIEF HISTORY

Our Company was incorporated in the year 1996 with a small and dedicated team of construction experts, service providers, contractors, suppliers, and consultants to accomplish one shared goal, building a responsible future. Our Promoter and Promoter Group have interest in diverse set of business spread across Engineering Procurement and Construction ("EPC"), education, technology, risk mitigation, media and consultancy. We are engaged in mining of rough stones and manufacturing of aggregates & Manufactured sand by using Crushing Plants and Sand washing plants.

In addition to mining activities, we are engaged in EPC Projects (construction and infrastructure) delivered across all key sectors such as water, transportation, rail, resource, and institutional development. Our Company has executed and delivered multiple real estate projects in the past, such as construction of villas, multi storied apartments, specific contracts like compound wall, renovation works, site formation, etc.

INDUSTRY OVERVIEW

Infrastructure support to nation's manufacturers also remains one of the top agendas as it will significantly transform goods and exports movement making freight delivery effective and economical. The "Smart Cities

Mission" and "Housing for All" programmes have benefited from these initiatives. Saudi Arabia seeks to spend up to US$ 100 billion in India in energy, petrochemicals, refinery, infrastructure, agriculture, minerals, and mining.

In order to meet India's, aim of reaching a US$ 5 trillion economy , infrastructure development is the need of the hour. The government has launched the National Infrastructure Pipeline ("NIP") combined with other initiatives such as ‘Make in India' and the production-linked incentives ("PLI") scheme to augment the growth of infrastructure sector. Historically, more than 80% of the country's infrastructure spending has gone toward funding for transportation, electricity, and water& irrigation.

The Indian infrastructure capex is estimated to grow at a CAGR of 11.4% driven by spending on water supply, transport, and urban infrastructure.

9. CAPITAL STRUCTURE

The Authorized capital as on March 31, 2026 stood as below:

The Paid up capital of the company as on March 31, 2026 stood as below:

Increase in Authorised Share Capital

During the year under review, the authorised share capital of the Company was increased from Rs. 25,00,00,000 (Rupees Twenty-Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) equity shares of Rs. 10 (Rupees Ten only) each to Rs. 30,00,00,000 (Rupees Thirty Crore only) divided into 3,00,00,000 (Three Crore) equity shares of Rs. 10 (Rupees Ten only) each, by the creation of an additional 50,00,000 (Fifty Lakh) equity shares of Rs. 10 (Rupees Ten only) each.

The Members approved the said increase and the consequential alteration of the Capital Clause of the

Memorandum of Association by an Ordinary Resolution passed at the [Extraordinary General Meeting held on December 10, 2025, in terms of Sections 61(1)(a) and 13 of the Companies Act, 2013. Form SH-7 was filed with the Registrar of Companies within the prescribed time.

Preferential Issue of Equity Shares and Convertible Warrants

The Members, by a Special Resolution passed at the Extraordinary General Meeting held on December 10, 2025, approved the issue of equity shares and convertible warrants on a preferential basis under Sections 23(1)(b), 42 and 62(1)(c) of the Companies Act, 2013 and Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The National Stock Exchange of India Limited granted its in-principle approval vide letter no. NSE/LIST/51989 dated January 16, 2026. Pursuant thereto, the Board of Directors, at its meeting held on January 31, 2026, allotted the securities as follows:

A. Equity Shares

The equity shares so allotted rank pari passu in all respects with the existing equity shares of the Company and are subject to lock-in in terms of Chapter V of the SEBI ICDR Regulations.

B. Convertible Warrants

Each warrant entitles the holder thereof to apply for and be allotted one equity share of the face value of Rs 10 each at an issue price of Rs 174.18 per share (including a premium of Rs 164.18 per share). The warrant holders have paid 25% of the issue price upfront in accordance with the applicable provisions of the SEBI ICDR Regulations. The balance 75% of the issue price shall be payable upon exercise of the warrants, which may be exercised in one or more tranches within a period of eighteen months from the date of allotment of the warrants, in terms of Regulation 169 of the SEBI ICDR Regulations. In the event that the warrants are not exercised within the aforesaid period, the warrants shall lapse and the amount paid upfront shall stand forfeited.

Consequent to the allotment of equity shares, the paid-up equity share capital of the Company increased to

Rs. 25,92,55,380/-.The return of allotment in Form PAS-3 was filed with the Registrar of Companies within the prescribed time, and the equity shares allotted have been listed and admitted to trading.

None of the warrants was exercised during the year under review, and 7,31,998 convertible warrants remained outstanding as on March 31, 2026.

Utilisation of Proceeds

In terms of Regulation 32 of the SEBI Listing Regulations, the proceeds of the preferential issue have been utilised as follows:

There has been no deviation or variation in the use of the proceeds from the objects stated in the notice convening the general meeting.

10. CREDIT RATINGS OF SECURITIES

During the year under review, there was no situation for the Company to obtain the credit rating of securities.

11. NON-CONVERTIBLE DEBENTURES

There are no Non-Convertible Debentures outstanding as on March 31, 2026.

12. EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise during the year under review.

13. SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review.

14. EMPLOYEE STOCK OPTION SCHEME

The Company does not have any employee stock option scheme or employee stock purchase scheme. No options were outstanding at the beginning of the year, and no options were granted, vested, exercised, lapsed or cancelled during the year under review.

15. VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES

The Company has not made any provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. No shares are held by trustees for the benefit of employees.

16. SUBSIDIARY AND ASSOCIATE COMPANIES - DETAILS OF SUBSIDIARY COMPANIES, ASSOCIATE COMPANIES, AND THEIR FINANCIAL POSITION.

As on March 31, 2026, the Company had two wholly-owned subsidiaries:

The Company has no joint venture or associate company.

During the year, Vishnusurya Projects and Infra Thoothukudi Private Limited became a wholly-owned subsidiary of the Company with effect from March 20, 2026. No company ceased to be a subsidiary, joint venture or associate during the year.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013, a statement containing the salient features of financial statements of the Company's subsidiaries, associate Companies and Joint Venture in Form No. AOC-1 under Annexure - 1.

17. DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 134 (5) of the Companies Act, 2013 your directors, on the basis of information made available to them, confirm the following:

a) In the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable

Indian Accounting Standards have been followed with explanation relating to material departures, if any;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the

Company as at March 31, 2026 and of the profit of the Company for that period;

c) Proper care has been taken for maintenance of adequate accounting for safe guarding the assets of the Company and detecting fraud and other irregularities;

d) The Directors have laid down proper internal financial controls, and that such internal financial controls are adequate and were operating effectively.

e) The annual accounts are prepared on a going concern basis;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. INTERNAL FINANCIAL CONTROLS

The Company has designed and implemented a process-driven framework for internal financial controls within the meaning of the Explanation to Section 134(5)(e) of the Companies Act, 2013.

The Board is of the opinion that, for the financial year ended March 31, 2026, the Company has internal financial controls with reference to the financial statements which are adequate having regard to the nature and size of its business, and that such controls are operating effectively. No material weakness was observed in the internal financial controls during the year.

The Company has a system in place to monitor the effectiveness of these controls, to identify gaps, if any, and to implement new or improved controls wherever required.

The Audit Committee reviews the adequacy and effectiveness of the internal financial controls at regular intervals, in terms of Section 177(4) of the Companies Act, 2013 and Regulation 18 of the SEBI Listing

Regulations read with Part C of Schedule II thereto.

The Statutory Auditors have expressed an unmodified opinion on the adequacy and operating effectiveness to the financial oftheCompany'sinternalfinancial statements in their report for the year ended March 31, 2026.

19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems, having regard to the nature of its business and the size and complexity of its operations. These systems operated satisfactorily during the year.

The internal control systems consist of policies and procedures designed to ensure reliable financial reporting, timely feedback on operational and strategic goals, and compliance with the Company's policies and with applicable laws. They also ensure that assets and resources are acquired economically, used efficiently adequately safeguarded.

The Audit Committee also reviews the adequacy and effectiveness of the internal control systems and the internal audit function, in terms of Section 177(4) of the Companies Act, 2013 and Regulation 18 of the SEBI

Listing Regulations.

Directors

There was no change in the composition of the Board of Directors during the year under review.

Retirement by Rotation and Re-appointments

Mr. Subramanian Neelakantan (DIN: 01474064) retires by rotation at the ensuing Annual General Meeting in terms of Section 152(6) of the Companies Act, 2013 and, being eligible, has offered himself for reappointment. The Board recommends his re-appointment for the approval of the Members. The details required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 in respect of the said Director are given in the Notice convening the Annual General Meeting.

Key Managerial Personnel

The following changes took place in the Key Managerial Personnel during the year:

The vacancy was filled within the period prescribed under Section 203(4) of the Companies Act, 2013.

As on March 31, 2026, the Key Managerial Personnel of the Company under Section 203 of the Companies Act, 2013 were:

21. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from each Independent Director under Section 149(7) of the Companies Act, 2013andRegulation25(8)oftheSEBIListingRegulationsconfirmingthat they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and that they are independent of the management.

The Independent Directors have also confirmed

Directors maintained by the Indian Institute of Corporate Affairs, and have complied with the requirements of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, including the online proficiency self-assessment test where applicable.

In the opinion of the Board, the Independent Directors are persons of integrity and possess the necessary expertise, experience and proficiency, and they fulfil the conditions of independence specified in the Companies Act, 2013 and the SEBI Listing Regulations.

Meeting of Independent Directors

The Independent Directors met on March 28, 2026 without the presence of the Non-Independent Directors and members of the management, in terms of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI Listing Regulations. At the meeting, they reviewed the performance of the Non-Independent

Directors and of the Board as a whole, the performance of the Chairperson, and the quality, quantity and timeliness of the flow of information between the management and the Board.

22. NUMBER OF MEETINGS OF THE BOARD

Number of meetings of Board and its Committee thereof is enclosed as Annexure 1 to the report.

BOARD MEETINGS

The Board of Directors met 7 (Seven) times during the financial year ended March 31, 2026, on May 23, 2025,

August 29, 2025, September 15, 2025, November 10, 2025, January 31, 2026, February 23, 2026 and March 28, 2026.

The gap between two consecutive Board Meetings did not exceed the maximum period prescribed under Section 173(1) of the Companies Act, 2013 and Regulation 17(2) of the SEBI Listing Regulations.

COMMITTEES OF THE BOARD

The Company has constituted the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee and the Corporate Social Responsibility Committee in accordance with the Companies Act, 2013 and the SEBI Listing Regulations.

The composition of each Committee, its terms of reference, and the details of the meetings held and the attendance of the members are given below and also form part of the Report on Corporate Governance annexed to this Report.

AUDIT COMMITTEE

The Audit Committee has been constituted under Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations. The Committee met 6 (Six) times during the year, on May 23, 2025, August 29, 2025, September 15, 2025, November 10, 2025, February 23, 2026 and March 28, 2026.

RECOMMENDATIONS OF THE AUDIT COMMITTEE NOT ACCEPTED BY THE BOARD

During the year under review, the Board accepted and implemented all the recommendations made by the Audit Committee. There was no instance where a recommendation of the Audit Committee was not accepted by the Board. The disclosure under the proviso to Section 177(8) of the Companies Act, 2013 is therefore not applicable.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been constituted under Section 178(1) of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations. The Committee met twice during the year, on May 23, 2025 and August 29, 2025.

The Nomination and Remuneration Policy framed under Section 178(3) of the Companies Act, 2013 and

Regulation 19(4) of the SEBI Listing Regulations is available on the website of the Company at https://www. vishnusurya.com/corporate/governance-policies

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been constituted under Section 178(5) of the Companies Act,

2013 and Regulation 20 of the SEBI Listing Regulations. The Committee met once during the year, on March

28, 2026.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee has been constituted under Section 135(1) of the Companies Act, 2013. The Committee met once during the year, on March 28, 2026.

RISK MANAGEMENT COMMITTEE

The Company does not fall within the class of listed entities to which Regulation 21 of the SEBI Listing Regulations applies. Accordingly, the constitution of a Risk Management Committee is not applicable to the Company.

23. BOARD EVALUATION

A formal annual evaluation is required to be made by the Board of its own performance and that of its Committees and individual Directors. Section 178(2) of the Companies Act, 2013 requires the Nomination and Remuneration Committee to specify the manner for effective evaluation of the performance of the Board, its Committees and individual Directors. The Board of Directors carried out the annual performance evaluation of the Board, its Committees, Individual Directors and Chairperson during the year under review pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The evaluation was carried out based on the criteria and manner specified by the Nomination and

Remuneration Committee.

24. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has a familiarisation programme for its Independent Directors, conducted in terms of Regulation 25(7) of the SEBI Listing Regulations and Schedule IV to the Companies Act, 2013.

The programme familiarises the Independent Directors with the business of the Company, the industry in which it operates, its business model and the challenges it faces. This is done through interaction with subject matter experts within the Company and regular meetings with the business and functional heads. The Independent Directors are also kept updated on their roles, rights and responsibilities and on changes in the regulatory framework applicable to the Company.

The details of the familiarisation programme conducted during the financial year 2025-26, including the number of programmes attended and the cumulative hours spent by each Independent Director, are available on the website of the Company at https://www.vishnusurya.com/investors/lodr-regulation-46-disclosures

25. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on appointment of directors is available on the Company's website at www.vishnusurya. com/corporate/governance-policies. The salient features of the Remuneration Policy details are:

Appointment

General appointment criteria:

(a) The Committee shall consider the ethical standards of integrity and probity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel or at Senior Management level and accordingly recommend to the Board his / her appointment.

(b) The Company should ensure that the person so appointed as Director/ Independent Director/ Key Managerial Personnel / Senior Management Personnel shall not be disqualified under the Act, rules made there under or any other enactment for the time being in force.

(c) The Director/ Independent Director/ Key Managerial Personnel / Senior Management Personnel shall be appointed as per the procedure laid down under the provisions of the Act, rules made there under, or any other enactment for the time being in force.

(d) The Company shall not appoint or continue the employment of any person as Managing Director/Whole-time Director/Manager who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

(e) The Company shall appoint / re-appoint an independent director, in terms with its "POLICY ON TERMS OF APPOINTMENT OF INDEPENDENT DIRECTOR".

Remuneration:

Remuneration to Executive Director.

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remuneration to Non-executive Director.

The Non-Executive Directors are paid remuneration by way of Sitting Fees and Commission. The Non-Executive Directors are paid sitting fees for each meeting of the Board and Committee of Directors attended by them. The payment of sitting fees will be recommended by the Nomination and Remuneration Committee and approved by the Board. Quantum of sitting fees may be subject to review on a periodic basis, as required provided that the amount of such fees shall not exceed Rs. 1 lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

Evaluation of the Directors:

1. The evaluation/assessment of the Directors, of the Company is to be conducted on an annual basis on basis of "Board and Independent Director Evaluation Policy" of the Company.

2. Following criteria of evaluation of performance may assist in determining how effective the performances of the Directors have been:

a) Executive Directors. The Executive Directors shall be evaluated on the basis of targets/Criteria given to executive Directors by the Board from time to time. Non-Executive Director. The Non-Executive Directors shall be evaluated on the basis of the following criteria i.e., whether they:

(i) act objectively and constructively while exercising their duties;

(ii) exercise their responsibilities in a bona fide manner in the interest of the Company; sufficient time and attention to their professional obligations for informed and balanced

(iii) devote decision making;

(iv) do not abuse their position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;

(v) refrain from any action that would lead to loss of his independence

(vi) inform the Board immediately when they lose their independence,

(vii) assist the Company in implementing the best corporate governance practices.

(viii) strive to attend all meetings of the Board of Directors and the Committees; participate constructively and actively in the committees of the Board in which they are chairpersons or members; strive to attend the general meetings of the Company;

(ix) keep themselves well informed about the Company and the external environment in which it operates;

(x) do not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;

(xi) moderate and arbitrate in the interest of the Company as a whole, in situations of conflict between management and shareholder's interest.

(xii) abide by Company's Memorandum and Articles of Association, Company's policies and procedures including code of conduct, insider trading etc.

3. Additionally, for the evaluation/assessment of the performances of Managing Director(s)/Whole Time Director(s) of the Company, following criteria may also be considered:

a) Leadership abilities.

b) Communication of expectations & concerns clearly with subordinates. c) Direct, monitor & evaluate Key Managerial Personnel, senior officials.

4. Evaluation on the aforesaid parameters will be conducted by the Independent Directors for each of the Executive/Non-Independent Directors in a separate meeting of the Independent Directors.

5. The Executive Director /Non-Independent Directors along with the Independent Directors will evaluate / assess each of the Independent Directors on the aforesaid parameters. Only the Independent Director being evaluated will not participate in the said evaluation discussion.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named "Whistle Blower Policy" to deal with any genuine concerns raised by the Directors / Employees. The details of the Vigil Mechanism / Whistle Blower Policy are explained in the Corporate Governance Report and is also posted on the Company's website www.vishnusurya.com/ corporate/governance-policies. There were no incidents / concerns reported during the year under review.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR initiatives and activities are aligned to the requirements of Section 135 of the Companies Act, 2013. A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure -2 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Company's website at www.vishnusurya.com/corporate/governance-policies.

28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has disclosed the particulars of the loans given, investments made or guarantees given or security provided during the year, as required under Section 186 of the Companies Act, 2013, Regulation

34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in Notes forming part of the financial statements..

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into by the Company with related parties during the year were in the ordinary course of business and on an arm's length basis. None of them was in conflict with the interest of the Company.

All related party transactions were placed before the Audit Committee for its review and approval, in terms of Section 177(4)(iv) of the Companies Act, 2013 and Regulation 23(2) of the SEBI Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for transactions that are repetitive in nature, and the transactions entered into under such omnibus approval are placed before the Audit Committee for review on a quarterly basis.

The Members of the Company, through Postal Ballot dated July 7, 2025, approved the material related party transactions proposedtobeenteredintobytheCompanyduringthefinancialyear 2025-26 pursuant to Regulation 23(4) of the SEBI Listing Regulations.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the

Companies Act 2013 for the financial year 2025-26 in prescribed format, AOC 2 is attached in Annexure 3.

The Company has formulated a Policy on Related Party Transactions in accordance with the Companies Act,

2013 and the SEBI Listing Regulations, which is available on the website of the Company at https://www. vishnusurya.com/corporate/governance-policies.

Detailsoftransactionsenteredintowithrelatedpartiesduringthefinancialyear are disclosed in the Notes to the Financial Statements.

30. ANNUAL RETURN

As required under Section 92(3), copy of Annual Return will be placed on the Company's website. The web link to access the Annual Return is https://www.vishnusurya.com/investors/annual-return

31. DEPOSITS

During the year under review, the Company has not accepted any deposit from its members or from the public within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

There were no deposits outstanding at any time during the year or as at March 31, 2026. Accordingly, no deposit remained unpaid or unclaimed at the end of the year, and there was no default in the repayment of any deposit or payment of interest thereon.

32. SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS:

No significant and material orders have been passed by any Regulator or Court or Tribunal which could have an impact on the going concern status of the Company or its operations in future.

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

The Company believes in providing a safe and harassment-free workplace for every individual, and endeavours to create an environment free from discrimination and harassment, including sexual harassment.

The Company has adopted a Policy on Prevention of Sexual Harassment at the Workplace and has constituted an Internal Committee in accordance with Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details of complaints during the year under review are as follows:

No case of sexual harassment was reported during the year under review.

The Company has complied with the provisions relating to the constitution of the Internal Committee under the said Act.

(a) Statutory Auditor:

Pursuant to Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Madhu Balan & Associates, Chartered Accountants, (Firm Registration Number 011106S), were appointed as the Statutory Auditors of the Company by the Members at the 28th Annual General

Meeting, for a term of five consecutive years, to hold office from the conclusion of that Annual General

Meeting until the conclusion of the Annual General Meeting of the Company to be held in the year 2029.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors and are eligible to hold office as Auditors of the Company. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India, as required by Regulation 33(1)(d) of the SEBI Listing Regulations.

The Audit Committee reviews the independence and objectivity of the Statutory Auditors and the effectiveness of the audit process.

The Auditors' Report on the financial statements for the financial year ended March 31, 2026 does not contain any qualification, reservation, adverse remark or disclaimer. The notes to accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments under Section 134(3) (f) of the Companies Act, 2013.

(b) Internal Auditor:

Pursuant to Section 138 (1) of the Companies Act, 2013, the Company had appointed M/s. Suri & Co., Chartered Accountants, Chennai (FRN:004283S) as Internal auditors of the Company to conduct internal audit for the Financial Year 2025 - 26. The Internal Auditor has submitted his reports to the Audit Committee and Board of Directors of the Company, periodically.

(c) Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013 read with the rules made thereunder and Regulation

24A of the SEBI Listing Regulations, the Board of Directors, on the recommendation of the Audit Committee, approved the appointment of M/s. VAK & Associates, Practising Company Secretaries (Firm Registration

No. P2025TN322600), as the Secretarial Auditors of the Company for a term of five consecutive years commencing from the financial year 2025-26 until the financial year 2029-30, subject to the approval of the Members.

The Members approved the said appointment by an Ordinary Resolution passed at the Extraordinary

General Meeting held on December 10, 2025. Accordingly, M/s. VAK & Associates hold Secretarial Auditors of the Company for the aforesaid term.

The remuneration and other terms of appointment of the Secretarial Auditors are determined by the Board of Directors in consultation with the Secretarial Auditors, on the recommendation of the Audit Committee.

As required under SEBI (LODR) Regulations, Your Company has obtained a certificate from the Practicing

Company Secretary that none of the Directors of the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors by MCA/Statutory Authorities. The said Certificate is forming part of this Report.

The Secretarial Audit Report for the financial year 2025-26 issued by M/s. VAK & Associates,

Company Secretaries, in Form MR-3, is annexed to this Report as Annexure -4.

The Secretarial Audit Report contains the following observations, and the responses of the Board thereto are given below:

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(d) Cost Auditor:

The maintenance of cost records as specified by the Central Government under Section 148 (1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, is applicable to the Company and accordingly the Company has made and maintained the prescribed cost records and accounts.

The Company has appointed G Sugumar and Co, Cost Accountants (FRN: 102522), Chennai as Cost Auditors of the Company for the financial year 2026-27. The remuneration of the Cost auditor shall be ratified by the shareholders in the ensuing annual general meeting.

35. DISCLOSURE AS PER LISTING REGULATIONS:

Disclosures pursuant to Regulation 34 read with Schedule V of the SEBI (LODR) Regulation, 2015 has been provided in Annexure 6

36. EXPLANATIONS IN RESPONSE TO AUDITORS' QUALIFICATIONS:

The Standalone as well as Consolidated Financial Statements are accompanied with the Statutory Auditors

Report. The Auditors Report do not contain any qualification, reservations or adverse/disclaimers remarks/ observations. The Auditors Report read with the Notes and Schedules to Accounts forming part of the financial statements are self-explanatory.

The Company has take note of the emphasis matter by the secretarial auditor that the Company shall ensure the compliance of Section 123(4) of the Companies Act, 2013".

37. FRAUD REPORTING

During the year under review, the Statutory Auditors, the Secretarial Auditor and the Internal Auditor 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.

During the year under review , the Statutory Auditors have not reported any fraud under Section 143(12) of Companies Act 2013 other than those which are required to be reported to Central Government .Accordingly, there are no matters to be reported under Section 134(3)(ca) of the Companies Act, 2013.

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Boards' report should include as statement as per rule 8 of the Companies (accounts) rules, 2014 with respect to the following matters:

CONSERVATION OF ENERGY:

TECHNOLOGY ABSORPTION: NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO:

39. MATERIAL CHANGES AND COMMITMENTS:

During the Financial Year 2025-26, the Company made an investment in Tuticorin Desal Private Limited on 14th of November 2025 by subscribing to 5,000 (Five Thousand) Equity Shares of Rs 10/- each.

Further, during the Financial Year 2025-26, the Company incorporated a wholly owned subsidiary in the name of Vishnusurya Projects And Infra Thoothukudi Private Limited on 20th of March 2026, by subscribing to 10,000 (Ten Thousand) Equity Shares of Rs 10/- each.

Subsequent to the close of the Financial Year and before the date of this Directors' Report, the Company made an investment in CWS Private Limited on 7th of April 2026 by subscribing to 5,000 (Five Thousand) Equity Shares of Rs 10/- each.

Except for the aforesaid investments, there have been no material changes and commitments affecting the financial position of the Company that have occurred i.e., 31 March 2026, and the date of this Directors' Report.

40. RISK MANAGEMENT:

The Board of Directors has put in place a Risk Management Policy which aims at enhancing shareholder value and providing an optimum risk-reward trade-off. The risk management approach is based on a clear understanding of the variety of risks that the Company faces, disciplined risk monitoring and measurement, and continuous risk assessment and mitigation.

The Board reviews the risk management framework periodically. In the opinion of the Board, there is no risk which may threaten the existence of the Company.

The Board has not identified any material risk which in its assessment may threaten the existence of the Company .The company continues to monitor and mitigate financial, operational, regulatory, project execution and other business risks through its risk management framework.

The Company does not fall within the class of listed entities to which Regulation 21 of the SEBI Listing Regulations applies, and accordingly the constitution of a Risk Management Committee is not applicable to the Company.

41. STATEMENT OF UTILIZATION OF FUNDS:

In accordance with provisions of Regulation 32 of SEBI (LODR), Regulations, 2015, there are no deviations or variations on utilisation of funds. The funds have been utilized in the manner as specified in its offer document.

42. DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year 2025-26.

43. PARTICULARS OF EMPLOYEES

The disclosures 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 annexed to this Report as Annexure – 5

The information required under Rules 5(2) and 5(3) of the said Rules, relating to the top ten employees in terms of remuneration drawn and employees drawing remuneration in excess of the limits prescribed therein, is available for inspection by the Members.

In terms of the second proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the Members excluding the said information. Any Member interested in obtaining a copy may write to the

Company Secretary and Compliance Officer, and the information will be furnished.

During the Financial Year, no employee (excluding Managing/Executive Directors) received remuneration in excess of the limits prescribed under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

44. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Detailed discussion on Industry outlook and Operational performance is discussed in Management Discussion and Analysis report and it forms part of this report.

45. CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining high standards of corporate governance. Pursuant to Regulation

34 (3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance along with the Compliance Certificate confirming the compliance of conditions of Corporate Governance given by the Secretarial Auditor of the Company is annexed hereto as ‘ANNEXURE - 6.

46. TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During this year, no shares/Dividends amounts were liable to be transferred to the IEPF authority.

47. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

48. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has formulated a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons, and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, under the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Code aims to protect the interest of shareholders, prevent the misuse of unpublished price sensitive information and prevent insider trading in the securities of the Company. It applies to the Directors, Designated Persons and their immediate relatives, and to connected persons who have access to unpublished price sensitive information.

The Code of Practices and Procedures for Fair Disclosure is available on the website of the Company at https://www.vishnusurya.com/corporate/governance-policies

The Company maintains a Structured Digital Database in terms of Regulation 3(5) and 3(6) of the said Regulations.

49. COMPLIANCE CERTIFICATE WITH THE CODE OF CONDUCT

The Company has framed a Code of Conduct for the Board of Directors and Senior Management Personnel in terms of Regulation 17(5) of the SEBI Listing Regulations. The Code is available on the website of the

Company at https://www.vishnusurya.com/corporate/governance-policies

All the Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year ended March 31, 2026.

As required by Regulation 34(3) read with Para D of Schedule V to the SEBI Listing Regulations, a declaration to this effect signed by Vengatte Sanal Kumar, Chief Executive Officer, is annexed to the Report on Corporate Governance forming part of this Annual Report.

Certificate by CEO and CFO of the company, as required under Regulation 33(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 certifying that the Audited Financial Statements for the year ended March 31, 2026, do not contain any false or misleading statements forms part of this report.

50. FIRST TIME IND- AS ADOPTION:

The Company has adopted Indian Accounting Standards (IND-AS) for the first time for the Financial Year ended March 31,2026 with April 01,2024 being the date of transition to IND-AS as first time adoption of Ind

Accounting Standards

The company has adopted Indian Accounting Standards (Ind AS) for the first time for the financial ended March 31,2026, with April 1, 2024, being the date of transition to Ind -AS. Accordingly the financial statements for the year ended March 31,2026, including the comparative information for the year ended

March 31,2025, have been prepared in accordance with Ind AS notified under section 133 of the Companies

Act,2013, read with the relevant rules issued thereunder.

The transition from the previous GAAP to Ind AS has resulted in adjustments to the carrying amounts of certain assets, liabilities and equity and has affected the reported financial performance for the comparative period. The equity as at April 1, 2024, increased from Rs13,137.50 lakh under previous GAAP to Rs 14,949.50 lakh under Ind AS. The detailed reconciliation of equity and financial performance, together with the nature of the significant transition adjustments, is disclosed in the Notes forming part of the financial statements.

51. DISCLOSURE OF MATERNITY BENEFIT COMPLIANCE:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, to the extent applicable to it, including those relating to maternity leave, medical bonus, nursingbreaksandotherbenefitspayable to eligible women employees.

52. ACKNOWLEDGMENT

Your Directors thank the Banks, Customers, Financial Institutions, Government Authorities, Suppliers and Shareholders for their continued support. Your directors also place on record their appreciation for the services by the employees of the Company.