Your directors are pleased to present the Forty Second Annual Report of your Company together with the
audited financial statements for the financial year ended 31 March, 2025.

1. SUMMARY OF FINANCIAL RESULTS

The performance of the Company for the financial year ended 31 March 2025 is summarized below:

C in lakhs)

2. OPERATING HIGHLIGHTS / STATE OF COMPANY’S AFFAIRS

During the year under consideration, the Company has achieved a gross income of ' 3,18,640.65 lakhs as
against ' 2,90,971.85 lakhs in the previous year representing a growth of 9.51 %. Due to increased turnover, cost
reduction and realization, the Company could achieve a record profit before tax of ' 25,048.34 Lakhs as against
'12,051.23 Lakhs in the previous year. Accordingly, PAT also increased to '18,332.79 lakhs as against the
corresponding figure of ' 8,906.10 for the previous year. The other major reasons for the increase in profitability
are the increased yield pursuant to rationalisation of fright rates resulting higher yield effected during later part
of the fiscal.

For more detailed analysis on the operations and financial performance and position of the Company, please
refer the Management Discussion & Analysis section of this Annual Report.

3. SHARE CAPITAL

The paid-up Equity Share Capital as at March 31,2025 remained at ' 8746.85 lakhs and there was no change in
the same.

The company has not issued shares with differential voting rights nor has granted any stock options or sweat
equity. As on March 31, 2025, none of the Directors of the company held instruments convertible into equity
shares of the Company.

4. CHANGE IN THE NATURE OF BUSINESS

There was no change in nature of business of the Company. Your Company continues to be one of the leading
Surface Logistics service providers in the country. The service offerings of the Company during the year within
Goods Transportation, its core business, included less than truck load and full truck load offerings.

5. CAPITAL EXPENDITURE:

During the Financial year 2024-25, the company has incurred a capital expenditure of ' 46,094.73 lakhs. Out of the
same, an amount of ' 12,349.14 lakhs was invested on purchase of new fleet i.e., Goods Transport Vehicles and
an amount of '29,780.97 lakhs was invested on purchase of premises for operations at Bengaluru, Mangaluru
and Mysuru. The balance capex of '3,964.62 lakhs was spent on Plant & Equipments, furniture and fixtures,
office equipment and Leasehold improvements etc. The predominant capex during the year was purchase of the
existing leased transshipment hub located at Bengaluru.

6. LEASES

The adoption of the accounting standard Ind-AS 116- Leases, which had become effective from 1 April 2019, has
resulted in the Company recognizing significant right-of-use (ROU) assets and related lease liability over the year
in connection with operating leases except for those identified as low-value or having a remaining lease term of
less than 12 months from the reporting date.

This year, the net reduction in ROU assets was to the tune of ' 1,382.96 lakhs attributable entirely to Buildings
owing to vacating of certain branches as also purchase of the existing transshipment hub at Bengaluru. The
addition to Lease Liabilities, including both current and non-current was to the tune of '2,158.45 lakhs.

The impact of adopting IndAS 116 on the financial statements for the year ended 31 March 2025 is as follows:

7. DIVIDEND:

Considering the record profit earned by the Company and the liquidity position, the Board of Directors recommend
a final dividend of ' 10/- per equity share for the financial year 2024-25. Your board had declared an interim
dividend of ' 5/- per equity share during the year. Thereby the aggregate dividend for the year works out to
' 15/- per equity share.

In compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), the Dividend policy of the Company is available on the Company’s
website at http:// vrlgroup.in/vrl_investor_desk.aspx?display=policies. A copy of the same is annexed to this
Report as Annexure A.

8. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS AND SHARES TO IEPF:

Section 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), requires dividends that are not encashed/ claimed by the
shareholders for a period of seven consecutive years to be transferred to the Investor Education and Protection
Fund (IEPF).

The details of the consolidated unclaimed/ unpaid dividend statements as required by the Act read with IEPF
Rules for all the unclaimed/ unpaid dividend accounts have been uploaded on the Company’s website and can
be accessed at https://vrlgroup.in/vrl_investors_desk.aspx?display=unclaimed_dividend

The Members of the Company, who have not yet encashed their dividend warrant(s) or those who have not
claimed their dividend amounts as also members whose shares have been transferred to IEPF, may write to the
IEPF/ Company/ Company’s Registrar and Share Transfer Agent, Kfin Technologies Limited.

9. TRANSFER TO RESERVES:

The Company has transferred an amount of ' 1829.83 lakhs to the General Reserve out of current year’s profits
in line with its practice of earlier years.

10. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

11. FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year within the meaning of Section 73 of the
Companies Act, 2013 and the rules made thereunder.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies
Act, 2013. Details of investments made by the company are given in the notes to the financial statements.

13. CREDIT RATING

During the year, ICRA Limited has revised the Fund based Long term and Cash Credit rating of the Company to
[ICRA] A Stable from [ICRA] A Positive.

As indicated by ICRA, the revision in the outlook to Stable from Positive for VRL Logistics Limited (VRL) factors in
the likely moderation in VRL’s debt protection metrics against ICRA’s expectations, amid debt-funded capex plans
in FY2025. The company’s earnings profile in the quarters close rating were affected by stable freight rates and
persistent inflationary scenario. While the company has recently hiked the freight rates, a sustained expansion
in the operating margins remains to be seen. The Stable outlook reflects ICRA’s opinion that VRL’s credit profile
will remain healthy and be supported by its established position in the market, and a strong customer base,
which would improve its earnings and cash flows amid a strong business profile. Strengthening of its fleet, and
expansion of the branch network and expected return from the same are likely to be visible in the days to come.

14. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2)
of SEBI Listing Regulations read with Schedule V thereto, is presented in a separate section forming part of this
Annual Report.

15. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Securities Exchange Board of India has mandated top 1000 listed companies based on market capitalization
to include a report on business responsibility & sustainability. The said report is in compliance with the SEBI
Listing Regulations and forms a part of this Annual Report.

16. CORPORATE GOVERNANCE

The Company is committed to maintain the steady standards of corporate governance and adhere to the
corporate governance requirements set out under extant law. The Report on corporate governance as stipulated
under Regulation 34 of the SEBI Listing Regulations read with Schedule V thereto forms part of this Annual
Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of
corporate governance as stipulated under the aforesaid Regulations, as also the related certificate from CEO/
CFO are attached to the Report on Corporate Governance.

The auditors’ certificate does not contain any qualification, reservation or adverse remarks.

17. BOARD COMPOSITION AND INDEPENDENCE

The composition of the Board is in conformity with Section 149 of the Companies Act, 2013 and Regulation 17
of the SEBI Listing Regulations, which stipulates that the Board should have optimum combination of Executive
and Non-executive Directors with at least one Independent Woman Director and at least 50% of the Board should
consist of Independent directors, as the Chairman of our Board is an Executive Director.

As on March 31,2025, the Board comprised of twelve Directors. Out of these, two are Managing Directors who
are also the Promoters of the Company and One Whole Time Executive Director, the other nine being Non¬
Executive Directors (one of whom is related to the Promoters).

Of the nine Non-Executive Directors, six are Independent Directors. These include one Independent Woman
Director. All the Directors possess the requisite qualifications, expertise and experience in general corporate
management, finance, banking, laws, operations and other allied fields enabling them to contribute effectively in
their capacity as Directors of the Company.

None of the Directors of the Company are related to each other except Dr. Vijay Sankeshwar, Chairman &
Managing Director (CMD), Dr. Anand Sankeshwar, Managing Director (MD) and Mr. Shiva A Sankeshwar (Non¬
Executive Director).

All Independent Directors have given due declarations that they meet the criteria of independence as laid down
under section 149 (6) and (7) of the Companies Act, 2013 and under extant provisions of the SEBI Listing
Regulations.

18. NUMBER OF MEETINGS OF THE BOARD

During the year, five Board Meetings were held, the details of which are provided in the Corporate Governance
Report which forms part of this Annual Report. The intervening gap between these Meetings was in compliance
with the requirements of the Companies Act, 2013 and SEBI Listing Regulations.

Details of attendance of meetings of the Board, Committees and the Annual General Meeting are also included
in the Report on Corporate Governance.

COMMITTEES OF THE BOARD

The Board has the following committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. CSR Committee

d. Stakeholders Relationship Committee

e. Risk Management Committee

f. Administration Committee

g. Finance Committee

Details such as terms of reference, powers, functions, meetings, membership of committee, attendance of
directors etc. are dealt with in Corporate Governance Report forming part of this Annual report.

Board has accepted all recommendations made by the Audit Committee during the year.

19. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

a) Inductions

In view of retirement of Dr. Prabhakar Kore and Mr. Gurudas Narekuli, Independent Directors of the Company
whose term ended on March 31, 2024, Mr. Virupaxagouda Patil and Mr. Vinay Javali were appointed as an
Independent Directors of the Company w.e.f. April 1,2024 through Postal Ballot.

In view of further retirement of Dr. Anand Pandurangi and Mr. Shankarasa Ladwa, Independent Directors of the
Company whose term ended on February 18, 2025, Dr. D. V. Guruprasad and Mr. Shankar Vasantrao Pinge were
appointed as an Independent Directors of the Company w.e.f. February 19, 2025 through Postal Ballot dated
December 11th 2024.

b) Retirement

Mrs. Medha Pawar, Independent Director of the Company retired on December 11,2024, Dr. Anand Pandurangi
and Mr. Shankarasa Ladwa, Independent Directors of the Company retired on February 18, 2025.

c) Retirement by Rotation and reappointment

Mr. Shiva A Sankeshwar and Dr. Ashok Shettar, Non- Executive Directors of the Company, retire by rotation at
this AGM and being eligible, offer themselves for reappointment. The Board recommends their re-appointment.

d) Resignation

None of the directors resigned during the year.

KEY MANAGERIAL PERSONNEL

During the year under consideration, there was no change in Key Managerial Personnel of the Company.

The remuneration and other details of the Key Managerial Personnel for FY 2024-25 are provided in the Annual
Return (MGT 7) which is available on the website of the Company and can be accessed at https://www.vrlgroup.
in/ .

20. STATUTORY DISCLOSURES

None of the Directors of your Company are disqualified as per provisions of Section 164(2) of the Companies Act,
2013. Your Directors have made necessary disclosures, as required under various provisions of the Companies
Act, 2013 and SEBI Listing Regulations. A Certificate to that effect as mandated under Schedule V of the SEBI
(LODR) Regulations, 2015 has been obtained from a Company Secretary in practice.

21. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the annual performance of
the Board, its Committees, Chairperson and Individual Directors including Independent Directors was evaluated
as per the criteria laid down by the Nomination and Remuneration Committee. The manner in which the evaluation
has been carried out has been explained in the Corporate Governance Report which forms part of this Annual
Report.

22. BOARD DIVERSITY

A diverse Board enables efficient functioning through differences in perspective and skill and also fosters
differentiated thought processes at the back of varied industrial and management expertise, gender and
knowledge. The Board recognizes the importance of a diverse composition and has adopted a Board Diversity
policy which sets out the approach to diversity.

The said policy can be accessed through the following link : https://vrlgroup.in/vrl_investors _desk.
aspx?display=policies

23. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i. In the preparation of the annual accounts, the applicable accounting standards (IndAS) have been followed
along with proper explanation relating to material departures, as prescribed under Section 133 of the
Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and
Companies (Indian Accounting Standards) Amendment Rules, 2016.

ii. The directors have selected such accounting policies and applied them consistently and made judgments
and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit or loss of the Company for that period.

iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.

iv. The directors have prepared the annual accounts on a going concern basis.

v. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

vi. Based on the framework of internal financial controls established and maintained by the Company, work
performed by the internal, statutory auditors, reviews performed by the management and the relevant Board
Committees, the Board, in concurrence with the Audit Committee, is of the opinion that the Company’s
internal financial controls were adequate, operational and effective as on March 31,2025.

24. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm’s length basis. There
were no materially significant related party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons. Accordingly, particulars of contracts or arrangements with related parties
referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form
AOC-2 does not form a part of this report.

All Related Party Transactions are placed before the Audit Committee as also to the Board for prior approval.
Omnibus approval was obtained for transactions which are repetitive in nature. A statement containing details of
all transactions entered into pursuant to omnibus approval are placed before the Audit Committee and the Board
for review and approval on a quarterly basis.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by
the Board of Directors of the Company can be viewed on the website of the Company through the following link.

http://vrlgroup.in/investor_download/RPT%20Policy.pdf

25. NOMINATION AND REMUNERATION POLICY

In adherence to Section 178(1) of the Companies Act, 2013, the Board has, on the recommendation of the
Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior
Management and their remuneration including criteria for determining qualifications, positive attributes and other
matters provided under sub section (1) (3) of section 178 of the Companies Act 2013. The Remuneration Policy
is annexed to this report as Annexure B. The said policy alternatively can also be accessed on the website of the
Company at the following link:

http://vrlgroup.in/investor_download/Nomination_Remuneration%20Policy.pdf

26. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and
specified employees in the course of day-to-day business operations of the company. The Company believes
in “Zero Tolerance” against bribery, corruption and unethical dealings / behavior in any form and the Board has
laid down certain directives to counter such acts. Such code of conduct has also been placed on the Company’s
website. The Code lays down the standard procedure of business conduct which is expected to be followed by
the Directors and the designated employees in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance on
the expected behavior from an employee in a given situation and the reporting structure. All the Board Members
and the Senior Management personnel have confirmed compliance with the Code. Pursuant to SEBI (LODR)
Regulations, 2015, a confirmation from the Managing Director regarding compliance with the Code by all the
Directors and senior management of the Company is given as a part of the Annual Report.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy in line with the provisions of Section 177 of the Companies Act, 2013
to deal with instances of fraud and mismanagement, if any. Staying true to our core values being committed
to high standards of Corporate Governance and stakeholder responsibility, the said policy ensures that strict
confidentiality is maintained in respect of whistle blowers whilst dealing with concerns and also specified that no
discrimination will be meted out to any person for a genuinely raised concern and also provides a direct access
to the Chairman of the Audit Committee. During the year under review none of the personnel has been denied
access to the Chairman of Audit Committee.

The Vigil Mechanism policy is available on the website of the Company and can be accessed at the following link.
http://vrlgroup.in/investor_download/vigil_Mechanism.pdf.

28. PREVENTION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015, as amended (PIT Regulations), the Company has adopted a Code of Internal Procedures and Conduct for
Regulating, Monitoring and Reporting of Trading by Insiders with a view to regulate trading in securities by the
Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in
the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and designated
employees while in possession of unpublished price sensitive information in relation to the Company and during
the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The said code is available on the website of the Company and can be accessed at the
following link. http://vrlgroup.in/vrl_investor_desk.aspx?display=policies

29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
The Board of the Company had laid down policies, guidelines, procedures and structure to enable implementation

of appropriate internal financial controls across the Company. These control processes enable and ensure the
orderly and efficient conduct of Company’s business, including safeguarding of assets, prevention and detection
of frauds and errors, the accuracy and completeness of the Accounting records and timely preparation &
disclosure of financial statements. These controls also identify the risks and provides for means to minimize /
mitigate the risks affecting the business of the Company as a whole. Auditors, as required under the Companies
Act 2013, have also reported the existence and operations of these controls in an effective manner.

The Company’s internal audit department enables the Management to mitigate the risks and prevent non¬
compliance with laws which would affect the financial position of the Company. The scope and authority of the
Internal Audit function is well defined and to maintain its objectivity and independence, the Internal Audit function
reports directly to the Chairman of the Audit Committee of the Board as well as directly to the Chairman &
Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal
control systems in the Company, its application within operating systems, accounting procedures and policies at
all locations of the Company. Based on the internal audit report from time to time, the management undertakes
corrective actions in the relevant areas and thereby strengthens the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to the Audit Committee.

30. BUSINESS RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI (LODR) Regulations,
2015, the Company has in place a risk management architecture that provides a holistic approach to the best of
its capabilities. The Company identifies, assesses and mitigates risks that could materially impact its performance
in achieving the stated objectives.

The Risk Management Committee and Audit Committee, on a regular basis, reviews the Company’s portfolio of
risks and examines it under the light of the Company’s Risk Appetite.

The material risks affecting Company are identified along with related mitigation measures and elaborated in the
Risk Management Policy of the Company which has also been hosted on the website of the Company and can
be accessed at the following link.

http://vrlgroup.in/investor_download/Risk%20Management%20Policy.pdf

31. SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015

The Company’s Equity Shares are listed on the BSE Ltd and National Stock Exchange of India Limited and
the Company has paid the applicable Annual listing fees to these stock exchanges. The Company has also
formulated the following Policies as required under Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 -

‘Policy for Preservation of Documents’ under Regulation 9 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The said policy can be accessed at the following link: http://vrlgroup.in/vrl_investor_desk.aspx?display=policies

‘Policy on Criteria for determining Materiality of Events/Information’ under Regulation 30 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015

The said policy can be accessed thru the following link: http://vrlgroup.in/vrl_investor_desk.aspx?display=policies

32. DISCLOSURE RELATED TO LARGE CORPORATE ENTITY

Pursuant to SEBI Circular SEBI/HO/DDHS/DDHS-POD1/P/CIR/2023/172 dt 19.10.2023, Your Company confirms
that it does not fall under the “Large Corporate” Category and as such the related compliances are not applicable.

33. AUDITORS AND AUDIT REPORTS
a) Statutory Auditors and Audit Report:

M/S. Kalyaniwalla & Mistry LLP Chartered Accountants, Mumbai, Statutory Auditors of the Company, retire at this
AGM. In accordance with Section 139 and 142 of the Companies Act, 2013 and Rules made thereunder read
with the Companies (Audit and Auditors Rules, 2014 (the Rules) and in accordance with Regulation 36(5) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
and a notice having been received from a member and as recommended by the Audit Committee, the Board
recommends that M/s. Walker Chandiok & Co, LLP Chartered Accountants (Firm Registration No. 001076N /

N500013 be appointed as Statutory Auditors of the Company, in the place of retiring Auditors, AGM, for a period
of 5 years, their remuneration being fixed for an initial period of two years as detailed in the AGM Notice, with
an authority being proposed to the Board to revise the same in consultation with the Auditors. The new Auditors
have given their consent and declaration on their eligibility for appointment as Statutory Auditors.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report for the
financial year ended March 31,2025. Pursuant to provisions of section 143 (12) of the Companies Act 2013, the
Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

b) Secretarial Auditor & Secretarial Audit Report

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the company had appointed Mr. R Parthasarathy, Company
Secretary in practice to undertake the Secretarial Audit of the Company for FY 2024-25. The Secretarial Audit
report in Form MR-3 is annexed herewith as Annexure C. There were no qualifications/adverse remarks in the
Secretarial Audit report.

As per recent amendment in the SEBI (LODR) Regulations 2015 and pursuant to the recommendation of the Audit
Committee and Board of Directors, subject to the approval of the Shareholders in the ensuing Annual General
Meeting, the Board of Directors recommends the appointment of Mr. R Parthasarathy, Company Secretary, as
Secretarial Auditor of the Company, for a period of 5 years.

34. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As required under the provisions of the section 135 of the Companies Act 2013, the Board has constituted the
Corporate Social Responsibility Committee which monitors and oversees various CSR initiatives and activities of
the Company. The CSR Committee comprises of four directors out of which two are Independent Directors. The
CSR Committee met three times during the year. Further details such as composition, terms, functions, meetings
and attendance of directors of the said committee are provided in the Corporate Governance report forming part
of this Annual Report.

The Company has undertaken and contributed to various projects identified by the other Trusts/Educational
Institutions for CSR related activities as approved by the CSR Committee during the year mainly towards
Education, Healthcare, Sports and other worthy causes.

A detailed Annual Report as required to be given under Section 135 of the Companies Act, 2013 and Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014 containing details of CSR activities & contents
of CSR policy is annexed as Annexure D.

CSR policy of the Company is available on the Company’s website and can be accessed through the following
link http://vrlgroup.in/investor_download/CSR%20POLICv.pdf

35. ANNUAL RETURN:

A copy of the Annual Return of the Company containing the particulars prescribed u/s 92 of the Companies Act,
2013, in Form MGT-7, as of the end of the financial year i.e. March 31,2025 is uploaded on the website of the
Company in the Investor Relations Section under the tab ‘Annual Return’ and can be accessed at the below link
https://www.vrlgroup.in/vrl_investors_desk.aspx?display=annual_return

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

The particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
expenditure are annexed hereto as Annexure E and forms part of this Report.

37. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms part of this
report and annexed herewith as Annexure F.

A statement containing top ten employees in terms of remuneration and the names of every employee who was
in employment of the Company throughout the year and was in receipt of the specified remuneration is also
included therein.

38. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.

39. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments that occurred subsequent to the end of the financial year till
the date of this report, which affects the financial position of the Company.

40. INDUSTRIAL RELATIONS

During the year under review, your Company experienced cordial relationship with workers and employees at all
levels, throughout the year.

41. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting going
concern status and company’s operations for a foreseeable future.

42. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place a Policy for Prevention Prohibition and Punishment of Sexual Harassment of Women
at Work place in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act 2013. Internal Complaints Committee has been set up to redress complaints received
regarding sexual harassment. All employees are covered under this policy. During the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

43. ACKNOWLEDGMENTS AND APPRECIATION

The Directors take this opportunity to thank the Company's customers, shareholders, Investors, suppliers,
bankers, financial institutions and Central & State Governments for their consistent support and cooperation
extended to the Company. The Directors also wish to place on record their appreciation towards employees at all
levels for their hard work, dedication and commitment.

For and on behalf of the Board

Dr. Vijay Sankeshwar
Chairman & Managing Director

DIN:00217714

Place: Hubballi
Date: May 21,2025