About VRL Logistics Ltd

VRL Logistics Ltd is one of the leading logistics service providers in the country. The service offering of the company in the logistics space are Goods transport, Passenger transport and Courier services apart from transport of passenger by Air and Wind Power Generation business. The company has a very well diversified customer base.VRL is a well established brand in the country when it comes to surface transportation and the industry leader in the parcel transportation space. It is also the leading name in the private bus operations industry and one of the biggest private sector operators in this space. With a track record of over four decades, VRL has increased its size and scale of operations and operates on a pan India basis. It has wide network of branches and franchisees and its owned fleet of commercial vehicles with dedicated in-house vehicle body designing and vehicle maintenance facilities to cater to the parcel transportation. The company presently operates across 23 States and 4 Union Territories in India. The company is also one of the largest fleet owners of commercial vehicles in the country and the same enables the company to set unparalleled standards in the movement of less than truck load (LTL) cargo in India in terms of service levels and safety of consignments. The policy at VRL is to own its vehicles for offering LTL services as also own significant infrastructure facilities comprising of warehouses and maintenance facilities. The company also has a dedicated in-house IT setup. The entire IT infrastructure of the company is operated internally and the in-house developed ERP enables the company to seamlessly operate on an online real time basis across all its business verticals as also have integration with franchisees and select customers. The company also has built up capability to maintain its owned vehicle fleet internally and the cost savings arising out of economies of scale by way of tie-ups with fuel suppliers, vehicle manufacturers for supply of spare parts, tyres etc. as well as ongoing in-house R&D in this domain have enabled the company to utilize its vehicles for a significantly longer term vis-a-vis the industry as also at significantly lesser maintenance costs. The company also benefits from in-house research and development with a capability to try its findings and experiment with newer products and technologies on its owned vehicles. In the passenger transportation business, their operations are focused on high density urban commuter markets, such as Bangalore, Mumbai, Pune and Panjim. They also connect metropolitan and tier-2 cities, such as Hubli, Bijapur, Dharwad, Belgaum, Hospet, Mangalore, Bagalkot, Gulbarga, and Bhatkal. They facilitate the booking of tickets for their passengers through a wide network of agents as well as the internet through leading web based travel agents and the online ticket booking facility on their website. The company has an extensive network of operations, with 436 owned branches and 423 franchisees in the goods transportation business and 56 owned branches and 515 franchisees in the passenger transportation business as on September 30, 2010, which enables them to provide connectivity even to certain remote locations. As on September 30, 2010 they had a fleet strength of 2,829 owned vehicles for carrying on the goods and passenger transportation business. VRL Logistics Ltd was incorporated on March 31, 1983 as a private limited company with the name Vijayanand Roadlines Pvt Ltd. Initially, in the year 1976, Vijay Sankeshwar, the promoter, commenced the good transportation business in the State of Karnataka through a proprietary firm. The assets and liabilities of the proprietary firm were subsequently purchased by a private limited company under the name Vijayanand Roadlines Pvt Ltd and thus, the company was formally incorporated. In the year 1992, the company commenced courier services for time sensitive documents and packages in the State of Karnataka. In the year 1994, the company was converted into a deemed public limited company. In the year 1996, they commenced the passenger transportation service business. In the year 1997, the status of the company was changed from deemed public limited company to a public limited company. In the year 2003, Vijayanand Printers Ltd became a wholly owned subsidiary of the company. In the year 2004, the company acquired Vijayanand Travels, a proprietorship concern, to take over their passenger transportation business. Also, they commenced commercial operations out of owned infrastructure facilities at Varur, Hubli. In the year, the company received ISO 9001:2000 certification for their passengers travel service at Hubli, Bangalore and Belgaum. In the year 2006, the company commenced their wind power business and installed 34 wind turbine generators with a capacity of 1.25 MW each. The equity and preference shareholding in Vijayanand Printers Ltd was divested in full to Times Group. Also, the company received ISO 9001:2000 certifications for providing logistics services for transportation of cargo, express cargo and courier services. In the year 2007, the company purchased a Premier 1A aircraft from Hawker Beechcraft Incorporation, USA to commence their air charter business. In the year 2008, they commenced their air charter business for providing services to individuals and corporate passengers. In the year 2009, the company was awarded the 'Best Logistics Service Provider' in the FMCG and retail sectors by Frost & Sullivan. In the year 2010, the company's power project was registered as Clean Development Mechanism (CDM) project with the United Nations Framework Convention on Climate Change (UNFCCC). In April 2015, VRL Logistics successfully completed an initial public offering (IPO) which received overwhelming response from the investors and was oversubscribed by more than 74 times thereby making this IPO a historical one. Fresh 5,707,333 equity shares of Rs.10/- each were issued at a premium of Rs. 195/- per share. Apart from the aforementioned fresh issue of shares, NSR PE Mauritius LLC, a private equity investor offloaded 1,45,50,000 equity shares and the promoters offered 25,66,000 equity shares held by them as a part of the said public offering. Shares of the company were listed on both BSE and NSE with effect from 30 April 2015. During the financial year ended 31 March 2016, the company incurred capital expenditure of Rs.10,127.75 lakhs. Out of the same, a sum of Rs.7754.75 lakhs was invested for fleet addition. Other capex components included a sum of Rs.1382.38 lakhs towards Plant & Office Equipments and Furniture/Fittings, Rs.524 lakhs towards freehold land and Rs.202.26 lakhs towards Building improvement costs. The said capex also included a sum of Rs.264.36 lakhs expended on leasehold improvements. During the financial year ended 31 March 2017, the company incurred a capital expenditure of Rs 7,856.14 lakhs. Out of the same, an amount of Rs 6,157.01 lakhs was invested on fleet addition. Other capex components included the cost incurred on additions to Buildings, Plant & Equipment, Office Equipment, Leasehold Improvements and Furniture & Fittings. During the financial year review, the company introduced Fast tags on all its vehicles which resulted into lower advance amounts for trip expenses and considerable discount on the toll costs. Post demonetization, the company took up a renegotiation of terms for all its rented premises and was able to reduce the lease rentals for quite a few of its business premises across the country. During the year under review, the company initiated profitability study of its branches and measures were taken to close 104 non performing branches, while adding 11 new branches. This not only helped in saving costs, but also resulted in consolidation of operations without affecting Goods Transport business turnover. The company also laid due emphasis on prioritizing the deployment of its own fleet thereby reducing dependence on outside vehicles. During the year there was a significant decrease in the distance covered by outside vehicles vis-a-vis the earlier year. To ensure quality of service, the company commenced GPS tracking of outside vehicles The company also initiated a negotiation with Banks and FIs to reduce the rate of interest pursuant to repo rate cuts by RBI also used the operating cash flows effectively during the year to repay other existing high cost debt. The same led to a decrease in the average interest rate cost and the Net debt levels of the company as of 31 March 2017 stand reduced to Rs 17,396 Lakhs as against a corresponding figure of Rs 24,501 Lakhs for the previous year. During the financial year ended 31 March 2018, the company incurred a capital expenditure of Rs. 4733.65 lakhs. Out of the same, an amount of Rs. 1759.11 lakhs was invested on fleet addition and comprised of 50 long route Ashok Leyland vehicles as also other smaller vehicles for short haul apart from cars. Other capex components include the cost incurred on additions to Buildings, Plant & Equipment, Office Equipment, Leasehold Improvements and Furniture & Fittings. Apart from the same the Company has also extended substantial advances for purchase of properties at Mangaluru and Surat. During the financial year review, the company initiated key cost saving measures such as extension of Fast tags on all its vehicles and increase in the procurement of Bio Fuel, Redemption benefits from IOC & utilizing cash back benefits. The company also laid due emphasis on prioritizing the deployment of its own fleet thereby reducing dependence on outside vehicles. During the year, there was a significant decrease in the distance covered by outside vehicles vis-a-vis the earlier year. The company also initiated a negotiation with Banks and FIs to reduce the rate of interest pursuant to repo rate cuts by RBI also used the operating cash flows of the effectively during the year to repay other existing high cost debts. The same led to a decrease in the average interest rate cost and the Net debt levels of the company as of March 31, 2018 stand reduced to Rs. 6277.58 lakhs as against a corresponding figure of Rs. 17396.35 lakhs for the previous year. The company has saved monetary outflow of Rs. 89.41 lakhs under the Pradhan Mantri Rojgar Protsahan Yojana (PMRPY) plant for enrolling new employees in EPFO and such savings would continue for first three years of such employment. The Board of Directors of the company at its meeting held on 3 November 2017 approved the buyback of its fully paid up Equity Shares for an aggregate amount not exceeding Rs. 4,140 Lakhs for a price not exceeding Rs. 460/- per Equity Share (Maximum Buy-back Price) from the shareholders of the company excluding promoters, promoter group, persons acting in concert and persons who are in control of the Company, payable in cash via the open market route through the stock exchanges. The company completed the Buyback of 9,00,000 equity shares at an average price of Rs. 419.39/- per share on January 30, 2018. The outlay on account of buy-back was Rs. 3774.60/- Lakhs, which represented 91.17% of the amount earmarked for Maximum Buyback Size.

VRL Logistics Ltd Chairman Speech

MESSAGE

Dear Members,

I take pride in presenting to you the 40th Annual Report of VRL Logistics Limited for the fiscal to write to you at the completion of the fourth decade of your Company's existence and highlight the key developments for the past year and my vision for the Company's future.

At the very outset I would like to express my gratitude to our valued stakeholders, including our shareholders, customers, employees, and partners, for their unwavering support and trust in VRL Logistics Limited. It is your continued commitment that has propelled us towards new heights and made this year a remarkable success.

I am pleased to announce that your company has achieved yet another year of robust profitability. Despite the challenging market conditions, VRL has delivered good financial results, demonstrating not only the resilience and adaptability of its business model but also the strong potential it presents. The management's focus on operational efficiency, optimization and strategic branch expansion has allowed the Company to navigate several challenges and emerge stronger.

During the past year, VRL hasmadesignificantprogress in enhancing service offerings and expanding branch network, enabling us to meet the evolving needs of our customers. Themostsignificantdevelopment during the year gone by was the rapid branch expansion done by us, especially in the eastern part of our Country. The rapid reduction in the e-invoicing thresholds being imposed by the Government hasbenefitedorganized players like us at the cost of the smaller and unorganized transporters. Customers have shifted to us in large numbers and have retained their confidenceafter experiencing our services. Addition of newer geographies has further ensured that such new branches get access to our wide network and vice-versa. I take pride in stating that our new branch contribution to the overall volume was around 8%, which is significant and is expected to further increase in the years to come.

We have focused our efforts on expanding our footprint across the country and the Northern, Eastern and North Eastern states have been a key area of strategic expansion for us. I am delighted to report that our newly established branches in this region have yielded substantial business volumes and have exceeded our expectations. By establishing a strong presence in the North East, we have not only tapped into new markets but also facilitated trade and economic development in these regions. We remain committed to further strengthening our presence in these states and unlocking their immense potential.

During the past year, we embarked on a strategic initiative to enhance our fleet and strengthen our logistical capabilities. I am pleased to announce that we have successfully added more than 1000 new vehicles to our fleet. This substantial investment allows us to meet the ever-growing demands of our customers, while also ensuring greater operational efficiencyand timely deliveries. These new vehicles will undoubtedly reinforce our position as the market leader in the surface logistics industry. At the same time we are also phasing out our older vehicles as a proactive measure. The vehicles being scrapped are lower capacity vehicles and these are gradually being replaced with new higher capacity vehicles which adds to the overall fleet capacity despite the older vehicles moving out.

We implemented an ambitious Bar code / QR mechanism for the consignments being handled by us our large size and scale of operations as also the varying consignment sizes presented a unique challenge and demanded that the people on the ground let go of status quo and embrace newer technology. I am happy to state that the transition time this project took was much lower than what we anticipated and our employees rose to the occasion and have overcome the initial hiccups, which also impacted our service for a short duration.

As a responsible corporate entity, we have proactively embraced the government's vehicle scrappage policy. By replacing older vehicles with newer, more fuel-efficient,and environmentally friendly models, we have not only reduced emissions but also improved the overall efficiency of our fleet. This initiative aligns with our commitment to sustainability and reinforces our dedication to preserving the environment for future generations.

On a prudent note, considering our imminent vehicle scrappage year on year in the future and the potential that the vehicle scrapping compulsion entails, we are gearing up to establish a vehicle scrappage unit at our centralized vehicle facility at Varur in Hubballi, Karnataka. This would be the best of its kind unit in Northern Karnataka and would cater not only to our in-house vehicles but outside vehicles would be also procured and scrapped.Thoughnotsignificantin quantum, I am sure that this business would yield positive cash flows. The imminent implementation of the vehicle scrappage policy will provide us with opportunities to leverage government incentives and optimize our operations.

The year gone by alsowitnessedsignificantinternal restructuring in alignment with our long term goal to position your Company as an entity focusing solely on Goods Transportation business, which is its core competency. We hived off the Wind Power business and Bus Operations Undertaking was also sold as a going concern.The Bus division did not find any takers as a going concern and we roped in the best of external consultants to ensure that pricing related modalities were transacted in a transparent manner and ensured that the Board did an independent evaluation prior to placing the proposal forth to the shareholders for their approval. These two transactions resulted in an exceptional profitability addition cash inflows to your Company. The bigger objective of ensuring that the Company now solely fortheyearasalsosignificant focuses on its core competency was also achieved. Your Board of Directors at their recently concluded meeting has also approved the in-principle disposal of the lone aircraft owned by the Company and this would ensure that the Company shall continue only with the Goods Transportation business going ahead. These measures were being contemplated by the Company's management over the last few years and the implementation of these measures have resulted in a very positive feedback from the investor community.

To ensure that our shareholders do benefit from the improved financial position, your Company transacted a buyback during the last quarter of the financial year. The buyback was concluded during the initial part of April said buy back, the Company bought back 8,75,000 equity shares from the shareholders at a price of Rs700/- per share. You Board of Directors have also recommended a final dividend of Rs5 per share and the shareholders are expected to approve the same at the ensuing Annual General Meeting. While we celebrate the achievements of the past year, we remain focused on the road ahead. Our commitment to technological innovation, customer satisfaction, and sustainable growth will continue to drive us forward. We will seek to invest in latest technologies, expand our service offerings, and explore newer geographies for volume growth. With an unwavering dedication to excellence, I am confident that VRL Logistics Limited will continue to set industry. We remain enthusiastic and optimistic about the future. While we anticipate ongoing market uncertainties, we are confident in our ability to negate challenges and capitalize on opportunities. We will continue to focus on branch expansion and focusing on further optimizing our consignment delivery model to add more and more stations being directly serviced from our larger transhipment hubs so as to reduce material handling and also improve on the service levels.

As the world becomes more environmentally conscious, sustainability has emerged as a key priority for businesses across all sectors. VRL Logistics Limited is deeply committed to minimizing our environmental footprint and promoting sustainable practices throughout our operations. We are actively exploring alternative fuels, electric vehicles, and renewable energy sources to reduce emissions and promote greener logistics.

I would like to extend my heartfelt gratitude to our shareholders for their unwavering trust and confidence in VRL Logistics. Your support has been instrumental in our growth journey, and we are committed to creating long-term value for you. I would also like to express my appreciation to our customers for their continued loyalty. Your trust in our services has motivated us to go above and beyond to meet your expectations. We are dedicated to further enhancing our offerings and delivering unparalleled value to you.

To our employees, I am immensely proud of your hard work and commitment. Your dedication and resilience have been the very basis for our success, and I express my heartfelt gratitude to each one of you. Lastly, I would like to thank our partners and stakeholders for their collaboration and support. Your contributions have been invaluable in our journey towards excellence.

Lastly, I wish to assure that myself and the entire management team of your Company will continue to strive and create sustainable value, drive innovation, and foster strong relationships with all our stakeholders in the days to come.

Warm regards,

Sincerely,

CHAIRMAN & MANAGING DIRECTOR

VRL Logistics Ltd Company History

VRL Logistics Ltd is one of the leading logistics service providers in the country. The service offering of the company in the logistics space are Goods transport, Passenger transport and Courier services apart from transport of passenger by Air and Wind Power Generation business. The company has a very well diversified customer base.VRL is a well established brand in the country when it comes to surface transportation and the industry leader in the parcel transportation space. It is also the leading name in the private bus operations industry and one of the biggest private sector operators in this space. With a track record of over four decades, VRL has increased its size and scale of operations and operates on a pan India basis. It has wide network of branches and franchisees and its owned fleet of commercial vehicles with dedicated in-house vehicle body designing and vehicle maintenance facilities to cater to the parcel transportation. The company presently operates across 23 States and 4 Union Territories in India. The company is also one of the largest fleet owners of commercial vehicles in the country and the same enables the company to set unparalleled standards in the movement of less than truck load (LTL) cargo in India in terms of service levels and safety of consignments. The policy at VRL is to own its vehicles for offering LTL services as also own significant infrastructure facilities comprising of warehouses and maintenance facilities. The company also has a dedicated in-house IT setup. The entire IT infrastructure of the company is operated internally and the in-house developed ERP enables the company to seamlessly operate on an online real time basis across all its business verticals as also have integration with franchisees and select customers. The company also has built up capability to maintain its owned vehicle fleet internally and the cost savings arising out of economies of scale by way of tie-ups with fuel suppliers, vehicle manufacturers for supply of spare parts, tyres etc. as well as ongoing in-house R&D in this domain have enabled the company to utilize its vehicles for a significantly longer term vis-a-vis the industry as also at significantly lesser maintenance costs. The company also benefits from in-house research and development with a capability to try its findings and experiment with newer products and technologies on its owned vehicles. In the passenger transportation business, their operations are focused on high density urban commuter markets, such as Bangalore, Mumbai, Pune and Panjim. They also connect metropolitan and tier-2 cities, such as Hubli, Bijapur, Dharwad, Belgaum, Hospet, Mangalore, Bagalkot, Gulbarga, and Bhatkal. They facilitate the booking of tickets for their passengers through a wide network of agents as well as the internet through leading web based travel agents and the online ticket booking facility on their website. The company has an extensive network of operations, with 436 owned branches and 423 franchisees in the goods transportation business and 56 owned branches and 515 franchisees in the passenger transportation business as on September 30, 2010, which enables them to provide connectivity even to certain remote locations. As on September 30, 2010 they had a fleet strength of 2,829 owned vehicles for carrying on the goods and passenger transportation business. VRL Logistics Ltd was incorporated on March 31, 1983 as a private limited company with the name Vijayanand Roadlines Pvt Ltd. Initially, in the year 1976, Vijay Sankeshwar, the promoter, commenced the good transportation business in the State of Karnataka through a proprietary firm. The assets and liabilities of the proprietary firm were subsequently purchased by a private limited company under the name Vijayanand Roadlines Pvt Ltd and thus, the company was formally incorporated. In the year 1992, the company commenced courier services for time sensitive documents and packages in the State of Karnataka. In the year 1994, the company was converted into a deemed public limited company. In the year 1996, they commenced the passenger transportation service business. In the year 1997, the status of the company was changed from deemed public limited company to a public limited company. In the year 2003, Vijayanand Printers Ltd became a wholly owned subsidiary of the company. In the year 2004, the company acquired Vijayanand Travels, a proprietorship concern, to take over their passenger transportation business. Also, they commenced commercial operations out of owned infrastructure facilities at Varur, Hubli. In the year, the company received ISO 9001:2000 certification for their passengers travel service at Hubli, Bangalore and Belgaum. In the year 2006, the company commenced their wind power business and installed 34 wind turbine generators with a capacity of 1.25 MW each. The equity and preference shareholding in Vijayanand Printers Ltd was divested in full to Times Group. Also, the company received ISO 9001:2000 certifications for providing logistics services for transportation of cargo, express cargo and courier services. In the year 2007, the company purchased a Premier 1A aircraft from Hawker Beechcraft Incorporation, USA to commence their air charter business. In the year 2008, they commenced their air charter business for providing services to individuals and corporate passengers. In the year 2009, the company was awarded the 'Best Logistics Service Provider' in the FMCG and retail sectors by Frost & Sullivan. In the year 2010, the company's power project was registered as Clean Development Mechanism (CDM) project with the United Nations Framework Convention on Climate Change (UNFCCC). In April 2015, VRL Logistics successfully completed an initial public offering (IPO) which received overwhelming response from the investors and was oversubscribed by more than 74 times thereby making this IPO a historical one. Fresh 5,707,333 equity shares of Rs.10/- each were issued at a premium of Rs. 195/- per share. Apart from the aforementioned fresh issue of shares, NSR PE Mauritius LLC, a private equity investor offloaded 1,45,50,000 equity shares and the promoters offered 25,66,000 equity shares held by them as a part of the said public offering. Shares of the company were listed on both BSE and NSE with effect from 30 April 2015. During the financial year ended 31 March 2016, the company incurred capital expenditure of Rs.10,127.75 lakhs. Out of the same, a sum of Rs.7754.75 lakhs was invested for fleet addition. Other capex components included a sum of Rs.1382.38 lakhs towards Plant & Office Equipments and Furniture/Fittings, Rs.524 lakhs towards freehold land and Rs.202.26 lakhs towards Building improvement costs. The said capex also included a sum of Rs.264.36 lakhs expended on leasehold improvements. During the financial year ended 31 March 2017, the company incurred a capital expenditure of Rs 7,856.14 lakhs. Out of the same, an amount of Rs 6,157.01 lakhs was invested on fleet addition. Other capex components included the cost incurred on additions to Buildings, Plant & Equipment, Office Equipment, Leasehold Improvements and Furniture & Fittings. During the financial year review, the company introduced Fast tags on all its vehicles which resulted into lower advance amounts for trip expenses and considerable discount on the toll costs. Post demonetization, the company took up a renegotiation of terms for all its rented premises and was able to reduce the lease rentals for quite a few of its business premises across the country. During the year under review, the company initiated profitability study of its branches and measures were taken to close 104 non performing branches, while adding 11 new branches. This not only helped in saving costs, but also resulted in consolidation of operations without affecting Goods Transport business turnover. The company also laid due emphasis on prioritizing the deployment of its own fleet thereby reducing dependence on outside vehicles. During the year there was a significant decrease in the distance covered by outside vehicles vis-a-vis the earlier year. To ensure quality of service, the company commenced GPS tracking of outside vehicles The company also initiated a negotiation with Banks and FIs to reduce the rate of interest pursuant to repo rate cuts by RBI also used the operating cash flows effectively during the year to repay other existing high cost debt. The same led to a decrease in the average interest rate cost and the Net debt levels of the company as of 31 March 2017 stand reduced to Rs 17,396 Lakhs as against a corresponding figure of Rs 24,501 Lakhs for the previous year. During the financial year ended 31 March 2018, the company incurred a capital expenditure of Rs. 4733.65 lakhs. Out of the same, an amount of Rs. 1759.11 lakhs was invested on fleet addition and comprised of 50 long route Ashok Leyland vehicles as also other smaller vehicles for short haul apart from cars. Other capex components include the cost incurred on additions to Buildings, Plant & Equipment, Office Equipment, Leasehold Improvements and Furniture & Fittings. Apart from the same the Company has also extended substantial advances for purchase of properties at Mangaluru and Surat. During the financial year review, the company initiated key cost saving measures such as extension of Fast tags on all its vehicles and increase in the procurement of Bio Fuel, Redemption benefits from IOC & utilizing cash back benefits. The company also laid due emphasis on prioritizing the deployment of its own fleet thereby reducing dependence on outside vehicles. During the year, there was a significant decrease in the distance covered by outside vehicles vis-a-vis the earlier year. The company also initiated a negotiation with Banks and FIs to reduce the rate of interest pursuant to repo rate cuts by RBI also used the operating cash flows of the effectively during the year to repay other existing high cost debts. The same led to a decrease in the average interest rate cost and the Net debt levels of the company as of March 31, 2018 stand reduced to Rs. 6277.58 lakhs as against a corresponding figure of Rs. 17396.35 lakhs for the previous year. The company has saved monetary outflow of Rs. 89.41 lakhs under the Pradhan Mantri Rojgar Protsahan Yojana (PMRPY) plant for enrolling new employees in EPFO and such savings would continue for first three years of such employment. The Board of Directors of the company at its meeting held on 3 November 2017 approved the buyback of its fully paid up Equity Shares for an aggregate amount not exceeding Rs. 4,140 Lakhs for a price not exceeding Rs. 460/- per Equity Share (Maximum Buy-back Price) from the shareholders of the company excluding promoters, promoter group, persons acting in concert and persons who are in control of the Company, payable in cash via the open market route through the stock exchanges. The company completed the Buyback of 9,00,000 equity shares at an average price of Rs. 419.39/- per share on January 30, 2018. The outlay on account of buy-back was Rs. 3774.60/- Lakhs, which represented 91.17% of the amount earmarked for Maximum Buyback Size.

VRL Logistics Ltd Directors Reports

Dear Members,

Your directors are pleased to present the Fortieth Annual Report of your Company together with the audited financial statements for the financial year ended March 31, 2023.

The performance of the Company for the Finacial year ended March 31, 2023 is summarized below:

The Gross turnover of the Company for the year was Rs2,92,924.29 lakhs. Out of the same, revenue depicted above as that of the Continuing Operations, i.e. Rs2,66,286.66 lakhs relates to Goods Transportation and corresponding revenues for the two discontinued business, i.e. Wind Power Undertaking and Bus Operations Undertaking was Rs797.37 lakhs and Rs25,840.26 lakhs respectively. Further details are given below.

During the year, the Company hived off two business divisions with an intention to solely focus on its Goods Transportation business, being its core competency. The Company has, during the year, executed a Business Transfer Agreement for the sale / transfer of its Wind Power Business as a going concern on a slump sale basis for an aggregate sale consideration amounting to Rs5,285 lakhs. The profit before tax amounting to Rs1,034 lakhs on this sale (net of expenses incurred amounting to Rs6 lakhs), has been accounted as an Exceptional Item in the Financial Results. The said division ceased to be a part of the Company w.e.f. August 2022.

The Company executed a Business Transfer Agreement with a promoter group company for the sale / transfer of its Bus Operations Business as a going concern on a slump sale basis for an aggregate sale consideration amounting to Rs23,000 lakhs. The profit before tax amounting to Rs17,687 lakhs on sale / transfer (net of expenses incurred amounting to Rs13 lakhs), has been accounted as an Exceptional Item in the Financial Results. The said division ceased to be a part of the Company w.e.f. January 2023. The Goods Transportation Business, which is the continuing operational division, achieved a gross revenue of Rs2,66,286.66 lakhs as against Rs2,18,037.10 lakhs for the earlier fiscal depicting a growth of 22.13% driven by robust 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 wasRs16,613.75 lakhs as against the corresponding figure of 15,615.22 for the previous year. The net profit after tax from discontinued operations for the year was 15,706.31 lakhs. The total profit after tax was 32,320.06 lakhs.

The Company's Goods Transport Division achieved a turnover of 2,60,877.18 lakhs registering a growth rate of 22.79 % as compared to the previous year.

The paid up Equity Share Capital as at March 31, 2023 stood at Rs8,834.35 lakhs. There was no change to the paid up share capital during the fiscal. The company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2023, none of the Directors of the company held instruments convertible into equity shares of the Company.

The company had initiated a buy-back of 8,75,000 equity shares during the last quarter of the fiscal and the same was concluded during FY 2023-24. A detailed note on Buy back has been summarized in point no 4 below.

The Board of Directors of the Company at its meeting held on January 30, 2023 approved the proposal of Buyback of up to 8,75,000 (Eight Lakh Seventy Five Thousand Only) Equity Shares, (representing 0.99 % of the total number of Equity Shares in the existing total paid-up equity capital of the Company as on the date of the Board Meeting), from the shareholders/ beneficial owners of Equity Shares of the Company as on the Record Date being Friday, February 10, 2023 on a proportionate basis, through the "tender offer" process as prescribed under the SEBI Buyback Regulations, at a price of Rs700/- (Indian Rupees Seven Hundred Only) per Equity Share, payable in cash, for an aggregate maximum amount of Rs61,25,00,000/-(Rupees Sixty

One Crores and Twenty Five Lakhs Indian Rupees), excluding transaction costs. The Buyback Size represented 9.44% of the aggregate of the Company's fully paid-up equity capital and free reserves as per the then last audited financial statements of the Company, as on March 31, 2022.

The Buyback Size was within the statutory limit of 10% of the aggregate of the paid-up capital and free reserves of the Company as on March 31, 2022 as per Section 68(2) of the Companies Act 2013 and Regulation 5(i)(b) of the SEBI Buyback Regulations. The maximum number of Equity Shares bought back represented 0.99 % of the total number of Equity Shares in the existing total paid-up equity capital of the Company, which is within the permissible limit of 25% of the total paid-up equity capital of the Company in that financial year.

The Board at the said meeting constituted a Buyback committee to execute necessary documentation, papers, announcements and to do other related things which were necessary to give effect to the said buyback of equity shares. The Committee comprised of 5 members viz., Dr. Vijay Sankeshwar, Chairman, Mr. L R Bhat, Dr, Anand Pandurangi, Mr. Gurudas Narekuli and Dr. Raghottam Akamanchi.

Upon closure, the Company has extinguished the shares in accordance with the extant provisions of the applicable Securities Exchange Board of India (Buy Back of Securities) Regulations, 2018, as amended, ("SEBI Buy Back Regulations") and Companies Act, 2013. The Company completed the Buyback of 8,75,000 equity shares of the Company during the month of April 2023 and as such no related accounting entries are effected during FY 2022-23.

Your Company continues to be one of the leading Logistics service providers in the country. The service offerings of the Company during the year in the Logistics space were Goods Transport, Bus Operations, Transportation of Passengers by Air and Wind Power Generation Business. There is no change in nature of business of the Company except as stated hereunder-

Wind Power:

During the year, the Company entered into a Business Transfer Agreement ("BTA") with Nirani Energy Private Limited for the sale of its Wind Power Generation Business on a going concern basis, by way of Slump Sale for a consideration of Rs52.85 Lakhs. The said transaction was concluded during the fiscal and with effect from August 2022 the said division, including its underlying cash flows, vested with the purchaser.

Bus Operations:

The Bus Operations Business Undertaking was a significant part of the Company's till the Financial Year 2019-20. However, the impact of the COVID-19 pandemic and subsequent lockdowns and local travel restrictions have adversely affected the operations of the Bus Operations Business Undertaking. The existing fleet of vehicles was predominantly aged and would require replacement in the near short term resulting in significant commitments from the Company. Such capex would be in the nature of replacement capex and would not necessarily yield incremental revenues. Given the nature of the business operations, it is imperative that the bus fleet customer needs, demands and also better than that of the competitors across the routes in which we operate. At the time of its evaluation, i.e. as of 31.08.2022, out of the total fleet of 277 owned buses, a total of 179 buses were over 9 years old.

Going ahead, the Management wishes to position VRL Logistics Limited as an entity focusing solely on its core competency, which is Goods Transportation. The Company had explored options to sell off the Bus Operations Business Undertaking to an independent third party. However no satisfactory response could be seen with regard to this transaction. The Company also tried to dispose off the buses individually however there were no suitable buyers for the same. Promoters, having started this undertaking, have stepped in and proposed to take over the operations on a going concern basis and accordingly, after obtaining the due shareholder approvals in respect thereof, the said transaction was concluded. The said undertaking was sold on slump sale basis for a lump sum consideration of Rs23,000 Lakhs determined on the basis of independent valuation report. The company had engaged the services of M/s Grant Thornton Bharat LLP to arrive at an independent valuation of the said division.

During the FY 2022-23, the approval of the shareholders was obtained by way of postal ballot for Transfer of the Bus Operations Business Undertaking of the Company to Vijayanand Travels Private Limited, on slump sale basis.

During the Financial year 2022-23, the company has incurred a capital expenditure of Rs41,398.42 Lakhs. Out of the same, an amount of Rs37,862.94 Lakhs was invested on purchase of new fleet i.e., Goods Transport Vehicles. The balance capex of Rs3,535.48 Lakhs was spent on machineries, land & building, furniture and fixtures, plant & equipment, office equipment and leasehold improvements etc.

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

This year, the addition to ROU assets was to the tune of Rs13,287.99 Lakhs attributable entirely to Buildings owing to rapid branch expansion. Also the addition to Lease Liabilities, including both current and Non-current was to the tune of Rs14,750.38 Lakhs.

The impact of adopting IndAS 116 on the financial statements for the year ended March 31, 2023 is as

(Rsin Lakhs)

The Board of Directors has proposed a Final Dividend of Rs5/- per share for the financial year 2022-23. No Interim dividend was declared during the year.

The comparative details of dividend declared are as follows:-

The Dividend payout will be subject to the approval of shareholders in the ensuing AGM of the Company.

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.

The Ministry of Corporate Affairs under 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).

During the year the company has transferred the IPO Share Application money which was unclaimed for a period of seven years amounting to Rs14,65,750 to the Investor Education and Protection Fund Authority in accordance with the provisions of the Act.

Dividend, pertaining to FY 2015-16 unclaimed for a period of seven years amounting to Rs1,83,920/- has been transferred to the Investor Education and Protection Fund Authority in accordance with the provisions of the Act. Pursuant to the provisions of the Companies Act 2013, read with the Investor Education and Protection Fund Authority 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 1012 equity shares in favour of IEPF Authority. The details of the consolidated unclaimed/ unpaid dividend as required by the Act read with IEPF Rules for all the unclaimed/ unpaid dividend accounts outstanding (drawn up to the Thirty Ninth Annual General Meeting held on August 10, 2022) have been uploaded on the Company's website and can be accessed at http://vrlgroup.in/investor_download/Unclaimed_ Dividend_2020.pdf?a=1 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.

The Company has transferred an amount of Rs 3,232.01 lakhs to the General Reserve out of current year's profits in line with its practice of earlier years.

The Company does not have any subsidiary.

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.

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.

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

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.

The Securities Exchange Board of India vide notification has mandated top 1,000 listed companies based on market capitalization to include a report on business responsibility & sustainability. Your Company stands at 445th position as on March 31, 2023. The said report is in compliance with the SEBI Listing Regulations and forms a part of this Annual Report.

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 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.

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, 2023, the Board comprised of twelve Directors. Out of these, two are Managing Directors who are also the Promoters of the Company and two are Whole Time Executive Directors, the other eight being Non-Executive Directors. Of the eight Non-Executive Directors, six are Independent Directors. These include two Independent Woman Directors. All the

Directors possess the requisite qualifications, expertise and experience in general corporate management, finance, 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) and Dr. Anand Sankeshwar, Managing Director (MD).

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.

During the year, six Board Meetings were held, details of which are provided in the Corporate Governance Report. The intervening gap between the Meetings was in compliance with the requirements of the Companies Act, 2013 and SEBI Listing Regulations. Details of attendance of meetings of the Board, its Committees and the Annual General Meeting are included in the Report on Corporate Governance, which forms part of this Annual Report.

The Board has the following committees: a. Audit Committee b. Nomination and Remuneration Committee c. Corporate Social Responsibility Committee (CSR) d. Stakeholders Relationship Committee e. Risk Management Committee f. Administration Committee g. Finance Committee h. Buy Back 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.

There was no induction of any new Director/KMP during the year under consideration.

Based on the recommendation of the Nomination & Remuneration Committee, the board proposes the induction of CA Shantilal Jain as an independent director on the Board of Directors. A resolution to that effect is proposed for the approval of the members at the ensuing Annual General Meeting of the company. The Board recommends his appointment.

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

During the year under review, no directors resigned from the Company.

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company are Dr. Vijay Sankeshwar, Chairman & Managing Director, Dr. Anand Sankeshwar, Managing Director, Mr. K N Umesh, Whole time 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.

The remuneration and other details of these Key Managerial Personnel for FY 2022-2023 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/ .

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.

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.

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://www.vrlgroup.in

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 laid down internal financial controls to be controls are adequate and were operating effectively.

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

vii) Based on the framework of internal financial controls established 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, 2023.

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 transferred its Bus Operations Business Undertaking 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 consideration of Rs 23,000 Lakhs determined on the basis of independent valuation report obtained from M/s Grant Thornton Bharat LLP. The said transaction was carried out with prior approval of Audit Committee and Board of Directors and was also approved by the shareholders through postal ballot. The said related party transaction was carried out at the Arms Length Price and is with compliance of Section 188 of the Companies Act 2013 and Regulation 23 of SEBI (LODR) Regulations 2015. Necessary disclosures related to the said transaction have been made to the stock exchanges where the company are listed.

Except for the above said transaction there were no materially significant related party transactions made 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 forms a part of this report and is covered in Annexure H.

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

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 confirmationfrom 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.

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 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 have 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.

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

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 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 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 system in the Company, its compliance with 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 observations and recommendations along with corrective actions thereon are presented to the Audit Committee.

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 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

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 through the following link: http://vrlgroup.in/vrl_investor_desk.aspx?display=policies

In accordance with Section 139 of the Companies Act, 2013 and Rules made thereunder, Members at the 37^th 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 year ended March 31, 2023. 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.

Section 148 (1) of the Companies Act 2013 read with Rules made thereunder mandates every Company belonging to category prescribed in the Rules to undertake a Cost Audit. In compliance with said provision, Company had appointed M/s S.K. Tikare & Co., Cost Accountants, Belagavi, to audit the cost records for FY 2022-23 pertaining to its Wind Power division.

The Cost Auditor has submitted the Cost Audit report for FY 2022-23 and the same is annexed as Annexure C herewith.

There are no qualifications, reservations or adverse remarks made by the Cost Auditors in their report for the financial year ended March 31, 2023.

Upon the hiving off the Company's Wind Power Division during the year, the requirement of maintenance of cost records does not arise from the succeeding fiscal. However, the company has written to the concerned officein the Ministry of Corporate Affairs for suitable exemption from maintenance of cost records and cost audit.

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 2022-23. The Secretarial Audit report in Form MR-3 is annexed herewith as Annexure D.

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 2023-24 at its meeting held on May 20, 2023 as also to issue the applicable Secretarial Compliance Report to be submitted to the Stock Exchanges.

With reference to the observation made by the Secretarial Auditor in his report relating to delay of Nine days (from August 1, 2022 to August 09, 2022) in obtaining consent of Members by passing Special Resolution, for continuation of Dr. Prabhakar Kore as an Independent Director, having attained the age of 75 years, it is submitted as under-

As indicated in the report of the Secretarial Auditor, the board took cognizance of the nine days' delay in getting the special resolution passed for continuation of Dr. Prabhakar Kore as an Independent Director, having attained the age of 75 years at its meeting held on January 30, 2023. The board also took note of the penalty of Rs 21,240/-, inclusive of GST, paid to each of the stock exchanges and also advised the Management to take care of non-recurrence of such delays and ensure proper compliance henceforth. The outcome of the said meeting was filed with the stock exchanges.

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 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, Disaster Management (Flood relief Activities) and Sports, etc.

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 E.

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%20POLICY.pdf

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, 2023 is uploaded on the website of the Company in the Investor Relations Section under the tab ‘Annual Return' and can be accessed at https://www.vrlgroup.in/vrl_investors_desk. aspx?display=annualfireturn

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

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 G. 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.

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

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

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

42. SIGNIFICANT AND MATERIAL ORDERS the regulators or courts or tribunals impacting going concern status Therearenosignificant and company's operations for a foreseeable future.

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.

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.

DIN: 00217714

Place: Hubballi

Date: May 20, 2023

VRL Logistics Ltd Company Background

VRL Logistics Ltd Company Management

VRL Logistics Ltd Listing Information

VRL Logistics Ltd Finished Product