VRL Logistics Ltd

Dear Members,

Your directors are pleased to present the Forty First Annual Report of your Company together with the audited financial statements for the financial year ended 31st March, 2024.

1. SUMMARY OF FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2024 is summarized below:

(Rs in lakhs)

During the Financial Year (‘FY?) 2022-23, the Company hived off its Bus Operations Business and the significantly higher profitability for the corresponding previous FY is on that account.

During the year the total operating income of the Company for the year was ' 2,90,971.85 lakhs. As against the same, the Company earned EBIDTA to the tune of '41,454.01 lakhs and a total post tax comprehensive income of '9,038.74 lakhs.

2. OPERATING HIGHLIGHTS / STATE OF COMPANY?S AFFAIRS

During the year, the Company hived off its only remaining non-core business division with an intention to solely focus on its Goods Transportation business.

Accordingly, the Company executed a Business Transfer Agreement with a promoter group company for the transfer of its ‘Transportation of Passenger by Air? Business as a going concern on a slump sale basis for an aggregate sale consideration of '1700 lakhs. The profit before tax amounting to '48.67 lakhs on this sale is thereby depicted as an Exceptional Item in the summarized financial results above. The said division ceased to be a part of the Company w.e.f. July 2023.

The total operating income of the Company was '2,90,971.85 lakhs as against '266,286.66 lakhs for the earlier fiscal depicting a growth of 9.27 % driven by volume growth. Such growth was possible owing to rapid branch expansion as also the ongoing shift of customers from the unorganized operators to entities like us. The Net profit after tax from continuing operations was '8,906.10 lakhs as against the corresponding figure of '16,613.75 for the previous year. The primary reason for the decline in profitability is owing to the Company not passing on the increased costs to its customers. The total profit after tax was Rs 8,885.11 lakhs.

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 31,2024 stood at Rs 8746.85 lakhs as against the corresponding figure of Rs 8834.35 lakhs. The company had initiated a buy-back of 8,75,000 equity shares during the previous year and the same was concluded during the month of April 2023.

The company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31st, 2024, none of the Directors of the company held instruments convertible into equity shares of the Company.

A brief note on Buy back has been summarized in point no 4 below.

4. BUY BACK OF SHARES

During the last quarter of FY 2022-23, your company had initiated the buyback of 8,75,000 Equity Shares through tender offer route at a price of Rs 700/- per Equity Share, payable in cash, for an aggregate maximum amount of Rs 61,25,00,000/-(Rupees Sixty One Crores and Twenty Five Lakhs Indian Rupees), excluding transaction costs under the SEBI Buyback Regulations, 2018. The Buyback Size represented 9.44% of the aggregate of the Company?s fully paid-up equity capital. The Company completed the Buyback of 8,75,000 equity shares of the Company during the month of April 2023 and as such related accounting entries have been effected during the first quarter of FY 2023-24.

5. CHANGE IN THE NATURE OF BUSINESS

Your Company continues to be one of the leading Logistics service providers in the country. The service offerings of the Company during the year were Goods Transportation and Transportation of Passengers by Air for a part of the year, change in which is stated hereunder-

Transportation of Passengers by Air: During the year, the Company entered into a Business Transfer Agreement ("BTA") with the Promoter Group Entity i.e, Vijayanand Travels Private Limited for the sale of its ‘Transportation of Passengers by Air? Business Undertaking on a going concern basis, by way of Slump Sale for a consideration of Rs 1700 Lakhs. The said transaction was concluded during the fiscal and with effect from July 2023 the division, including its underlying risk and rewards, vested with the purchaser.

Going ahead, the Management has positioned VRL Logistics Limited as an entity focusing solely on its core competency, which is Goods Transportation.

6. CAPITAL EXPENDITURE:

During the Financial Year 2023-24, the company has incurred a capital expenditure of Rs 29,880.31 Lakhs. Out of the same, an amount of Rs 26,017.24 Lakhs was invested on purchase of new fleet i.e., Goods Transport Vehicles. The balance capex of Rs 3,863.07 Lakhs was spent on Machineries, Land & Building, Furniture and Fixtures, Plant & Equipment, Office Equipment and Leasehold Improvements etc.

7. LEASES

The adoption of the accounting standard Ind-AS 116- Leases, which has become effective from 1 April 2019, has resulted in the Company recognizing significant right-of-use (ROU) assets and related lease liability in connection with all 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 addition to ROU assets was to the tune of Rs 21,845.40 Lakhs attributable entirely to Buildings owing to rapid branch expansion and expansion of certain existing transshipment hubs. Also the addition to Lease Liabilities, including both current and Non-current was to the tune of Rs 21,642.36 Lakhs.

The impact of adopting IndAS 116 on the financial statements for the year ended 31 March 2024 is as follows:

(Rs in Lakhs)

8. DIVIDEND:

The Board of Directors does not propose any dividend to its shareholders for FY 2023-24.

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.aspxRs display=policies. A copy of the same is annexed to this Report as Annexure A.

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

Pursuant to 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).

Dividend, pertaining to FY 2016-17 remaining unclaimed for a period of seven years amounting to Rs 2,70,968/- has been transferred to the Investor Education and Protection Fund Authority in accordance with the provisions of the Act. Also, pursuant to the provisions of the Companies Act 2013, read with the Investor Education and Protection Fund Authority Rules (IEPF Rules), underlying shares on which dividends have not been claimed for 7 consecutive years have been transferred to the IEPF Authority. In compliance with the above, the Company has transferred 490 equity shares in favour of IEPF Authority.

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 outstanding (drawn up to the Fortieth Annual General Meeting held on August 7, 2023) have been uploaded on the Company?s website and can be accessed at https://vrlgroup.in/vrl_investors_desk.aspxRs 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 Company/ Company?s Registrar and Share Transfer Agent, Kfin Technologies Limited.

10. TRANSFER TO RESERVES:

The Company has transferred an amount of Rs 888.51 lakhs to the General Reserve out of current year?s profits in line with its practice of earlier years.

11. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

12. FIXED DEPOSITS

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

13. 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.

14. CREDIT RATING

During the year, ICRA Limited has reaffirmed its long-term rating of the Company to [ICRA] A+ (Positive) (pronounced as ICRA A Plus Positive). The outlook on the long-term rating is reaffirmed as Positive, indicative of low credit risk.

15. 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.

16. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Securities Exchange Board of India vide its notification has mandated top 1000 listed companies based on market capitalization to include a report on business responsibility & sustainability. Your Company stands at 658th position as on March 31,2024 as per BSE Report. The said report is in compliance with the SEBI Listing Regulations and forms a part of this Annual Report

17. 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 Chairman & Managing Director/ CFO are attached to the Report on Corporate Governance.

The auditor's certificate does not contain any qualification, reservation or adverse remarks.

18. 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, 2024, the Board comprised of thirteen Directors. Out of these, two are Managing Directors who are also the Promoters of the Company and One Whole Time Executive Director, the other ten being Non- Executive Directors.

Of the Ten Non-Executive Directors, seven are Independent Directors. These include two Independent Woman Directors. All the Directors possess the requisite qualifications, expertise and experience in general corporate management, finance, legal, banking, laws 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.

19. 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 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.

a) Inductions

Mr. Shantilal Jain has been appointed as an Independent Director of the Company at the AGM of the Company held on August 7, 2023 for a period of 5 years. Mr. Shiva Sankeshwar (Non-Executive Director) and Dr. (Mrs.) Shailaja Ambli (Independent Director) were appointed w.e.f. January 18, 2024 through postal ballot.

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

b) Retirement

Mrs. Smriti Bellad, Independent Director of the Company retired upon completion of her tenure w.e.f. November 02, 2023. Dr. Prabhakar Kore, and Mr. Gurudas Narekuli, Independent Directors of the Company retired pursuant to the conclusion of their respective tenure w.e.f. March 31,2024.

c) Retired by Rotation and Reappointed

Mr. L R Bhat, Whole Time Director and Dr. Raghottam Akamanchi, Non-Executive Director of the Company, retires by rotation at this AGM and being eligible, offer themselves for reappointment. The Board recommends their re- appointment.

d) Resignation

During the year under review, Mr. K N Umesh resigned as a Whole-Time director with effect from January 1, 2024 citing individual commitments after a long stint of over four decades of association with the Company. Your directors place on record their absolute appreciation for his contributions.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company as of March 31st 2024 are Dr. Vijay Sankeshwar, Chairman & Managing Director, Dr. Anand Sankeshwar, Managing Director, Mr. L R Bhat, Whole Time Director, Mr. Sunil Nalavadi, Chief Financial Officer and Mr. Aniruddha Phadnavis Company Secretary & Compliance Officer. There was no change in Key Managerial Personnel of the Company during the year except resignation of Mr. K N Umesh as a Whole-Time director with effect from January 1,2024.

The remuneration and other details of the Key Managerial Personnel for FY 2023-2024 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/ .

21. 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.

22. 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.

23. 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. aspxRs display=policies

The said policy can be accessed through the following link : https://www.vrlgroup.in

24. 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. The Ind AS are 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 this Act 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 31,2024.

25. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm?s length basis and were in the ordinary course of the business.

During the financial year, the company had sold/transferred its ‘Transport of passengers by Air" Business Undertaking of the Company to Vijayanand Travels Private Limited (a company owned and controlled by the promoter(s) of the Company), as a going concern, on slump sale basis for a lump sum sale consideration of Rs 1,700 Lakhs (Rupees One thousand seven hundred lakhs only) determined on the basis of Independent

Valuation report. The said Transaction was carried out with prior approval of Audit Committee and Board of Directors at their respective meetings held on July 24, 2023. The said related party transaction was carried out at the Arm?s Length Price and was in compliance with Section 188 of the Companies Act 2013 and Regulation 23 of SEBI Listing Regulations. Necessary disclosures related to the said transaction have been made to the stock exchanges where the equity shares of the company are listed.

There were no materially significant related party transactions entered into by the company with Promoters, Key Managerial Personnel or other designated persons.

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

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.

26. 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

27. 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 Listing Regulations, 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.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy in line with the provisions of Section 177(9) and Section 177(10) 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.

29. 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.aspxRs display=policies

30. 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 its 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, 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. Statutory 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.

31. 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

32. 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 on 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.aspxRs 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 through the following link: http://vrlgroup.in/vrl_investor_deskaspxRs display=policies

32 A. 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 such the related compliances are not applicable.

a) Statutory Auditors and Audit Report:

In accordance with Section 139 of the Companies Act, 2013 and rules made thereunder, Members at the 37th Annual General Meeting of the Company had approved the appointment of Statutory Auditors, M/S. Kalyaniwalla & Mistry LLP, Chartered Accountants, Mumbai (Firm Registration No. 104607W / W100166) for a period of 5 years from the date of the said Annual General Meeting.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report for the financial year ended March 31,2024. 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 has appointed Mr. R Parthasarathy, Company Secretary in practice to undertake the Secretarial Audit of the Company for FY 2023-24. The Secretarial Audit report in Form MR-3 is annexed herewith as Annexure C.

Pursuant to the recommendation of the Audit Committee, the Board of Directors have re-appointed Mr. R Parthasarathy, Company Secretary to conduct the Secretarial Audit for FY 2024-25 at its meeting held on May 20, 2024 as also to issue the applicable Secretarial Compliance Report to be submitted to the Stock Exchanges.

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 five directors out of which two are Independent Directors. The CSR Committee met two 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 31,2024 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.aspxRs 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 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.