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TO,
THE MEMBERS,
VEER GLOBAL INFRACONSTRUCTION LIMITED,
The Board of Directors (Board) is pleased to present the Company's
Fifteenth (15th) Annual Report, along with the Audited Standalone Financial Statements and
the Auditors' Report for the Financial Year ended March 31, 2026.
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 31st, 2026 and March 31st, 2025 are Ind AS compliant.
(INR. in lakhs)
PARTICULARS |
FOR THE FINANCIAL YEAR ENDED |
|
MARCH 31, 2026 |
MARCH 31, 2025 |
| Total Income |
690.32 |
1162.95 |
| Profit/Loss before Prior Period Items, Exceptional Items, Extraordinary
Items and Tax |
191.12 |
264.52 |
| Net Profit for the period before tax and after Exceptional items. |
231.57 |
195.27 |
| Net Profit after tax and after exceptional item |
161.45 |
180.81 |
| Paid-up equity share capital |
1624.34 |
1624.34 |
| Basic and diluted EPS after Extraordinary items for the period |
1.00 |
1.12 |
CASH FLOW STATEMENT
The Cash Flow Statement for the financial year ended March 31, 2026 forms part of the
financial statements.
DIVIDENDS
The Board has not recommended any dividend during the financial year 2025-26. The
Policy of the Company is available on the Company's website at www.veergloballtd.com.
BONUS
The Board has not recommended any bonus during the financial year 2025-26.
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, 2026, 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, 2026, the Board of Directors of your Company comprises of 6 (Six)
Directors out of which 1 (One) is Managing Director, 2 (Two) are Executive Directors, 2
(Two) are Non-Executive Independent Directors and 1 (One) is 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. Manvendra
Shivshyam Tiwari (DIN: 09585374) is liable to retire by rotation at the ensuing Annual
General Meeting and, being eligible, offers himself for re-appointment.
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 Vijaybhai Vagjibhai Bhanshali |
Managing Director |
2 |
0 |
| 2 |
Shri Manvendra Shivshyam Tiwari |
Chairman and Non- Executive Director |
1 |
0 |
| 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 |
CHANGE IN KEY MANAGERIAL PERSONNEL
During the year under review, no changes occurred in the Key Managerial Personnel (KMP)
of the Company in accordance with Section 203 of the Companies Act, 2013.
The details of the Key Managerial Personnels of your Company as on March 31, 2026 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 and 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.
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, 2026, 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 2025-26. 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 2025-26. 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, 2026, 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
The Report on Corporate Governance forms an integral part of the Annual Report of 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 |
| Near Union Bank of India, Nalasopara East, |
Union Bank of India, Nalasopara East, Thane, |
| Thane, Maharashtra - 401209 IN |
Maharashtra - 401209 IN |
| Tel: 9594333331 |
Tel: 9594333331 |
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, 2026 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 AND SUSTAINABILITY REPORTING
The Business Responsibility and Sustainability Reporting as required by SEBI LODR
Regulations is not applicable to your Company for the financial year ending March 31,
2026.
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: August 10, 2026 Place: Mumbai
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