Your Directors take pleasure in presenting their 102nd Annual Report on the operations of the Company together with audited
accounts for the year ended 31st March, 2025.

PERFORMANCE AND STATE OF COMPANY'S
AFFAIRS

STANDALONE

The performance of your Company during the year under review
was satisfactory. Your Company has achieved a turnover of
H 1723.79 crores (net of discount and rebates H 1527.28 crores)
compared to H 1752.67 crores (net of discount and rebates
H 1556.54 crores) in the previous year, a decrease of 1.65%. The
drop in the turnover was mainly on account of increased focus
on premiumisation repositioning from the commodity segment
which was characterized by lesser margins vis-a-vis the volumes
achieved. During the year 2024-25, the Company's priority was
to develop high performance premium lubricants to meet the
demands of the modern lubricants market by leveraging advanced
R&D, sustainable formulations and cutting-edge technology. In
the automotive and industrial lubricant sectors the focus was
on enhancing efficiency, extending equipment life and reducing
environmental impact through next-generation products. By
staying agile and customer-focused, your Company ensured that
Veedol remains a trusted name not just for its history but for its
forward-thinking solutions in the ever-changing industry. During
the year under review the Company continued to deploy its
resources to build up the topline in tandem with the fundamental
and structured change initiatives that had been adopted. On
account of the same your Company could achieve an overall
improvement in product mix which although resulted in a small
dip in the turnover but had a positive effect in the profitability.
As such during the year the Company achieved a Profit before
Tax and Exceptional Item to the extent of H 140.93 crores as
compared to H 137.31 crores in the preceding year. Exceptional
Item to the extent of the entire value of stock destroyed by fire
amounting to H 6.56 crores had been charged to the Standalone
Statement of Profit and Loss for the year 2024-25 and accordingly
the Profit before Tax and after Exceptional Item was lower on
account of the same. Since the entire stock was insured therefore

claim in relation to the same has been made. Profit after Tax (after
taking into account Other Comprehensive Income Net of Tax) for
the year under review was at H 127.25 crores as against H 108.95
crores in the previous year, representing an increase of 16.80%.

CONSOLIDATED

During the financial year ended 31st March, 2025 the Company
had achieved a turnover (net of discount and rebates) of
H 1970.49 crores as compared to H 1932.61 crores for previous
year. The Consolidated Profit before Tax and Exceptional Item
was at H 208.17 crores as compared to H 187.17 crores for the
preceding year. Similar effect as that of Standalone Accounts
had also been given in the Consolidated Statement of Profit
and Loss for the year 2024-25 on account of value of stock
destroyed by fire amounting to H 6.56 crores which had its
consequential effect on the Consolidated Profit before Tax and
after Exceptional Item to the extent thereof. Profit after Tax (after
taking into account Other Comprehensive Income Net of Tax) for
the year under review was at H 176.91 crores as against H 143.75
crores in the previous year, representing an increase of 23.07%.

The Company's wholly owned step down subsidiary Granville
Oil & Chemicals Limited (GOCL) performed creditably during the
year under review. During the financial year ended 31st March,
2025, GOCL has achieved a turnover of GBP 34.30 million as
compared to GBP 29.78 million for previous year. The Profit
before Tax was higher at GBP 8.43 million as compared to GBP
6.39 million for the preceding year.

During the year 2024-25, Eneos Tide Water Lubricants India Pvt.
Ltd. (formerly JX Nippon TWO Lubricants India Pvt. Ltd.) (ENTI),
the joint venture company wherein your Company continues to
hold 50% stake has achieved a turnover of H 298.82 crores as
compared to H 249.46 crores for the previous year. The Company
has achieved a Profit before Tax (PBT) of H 76.05 crores as
compared to H 39.27 crores in the preceding year.

CHANGE OF CORPORATE NAME

Your Company was incorporated on 26th October, 1921 under
the name 'Eastern Oil Products, Limited' and subsequently under
the order of the Government of Bengal, with effect from 11th
January, 1928, the entity had been rechristened as 'Tide Water
Oil Co. (India), Ltd.' Ever since then the Company continued to
be known as such although the products manufactured by the
Company continued to be marketed under the name 'Veedol'
and the Company in the industry used to be commonly and
popularly recognized by its brand name instead of the corporate
name. Considering the relevance of the connection of the
brand with the name of the Company, the shareholders vide
their resolution dated 29th August, 2024 resolved to change
the name of the Company to 'Veedol Corporation Limited' to
aptly reflect the corporate identity and leverage the brand equity.
Subsequently a fresh Certificate of Incorporation depicting the
new name had been issued by the Ministry of Corporate Affairs
on 20th September, 2024.

BRAND 'VEEDOL' AND NEW LOGO

The Company has the global rights to a wide portfolio of
registered trademarks for the master brand 'VEEDOL' as well as
its associate product sub-brands and iconic logos. The Company
has exploited this opportunity for marketing lubricants under the
'VEEDOL' brand in various geographies around the world.

During the year the Company has adopted a new logo for its
brand that had been designed keeping in view the modern
outlook and integration of design by bringing the Shielded
Veedol and Flying V together and retention of the core identifiers
viz. brand color and Flying V logo. The same is being used in all
the products on a pan-India basis. Further the same is also being
used worldwide in all the products that are manufactured and
marketed by the Company and its subsidiaries across the globe.

INTERNATIONAL OPERATIONS

Your Company had invested in 100% shares of Veedol UK Limited
(formerly Price Thomas Holdings Limited), having a wholly
owned subsidiary viz. Granville Oil & Chemicals Limited (GOCL),
which is engaged in manufacturing and selling of lubricants
and automotive after care products. Since GOCL has its own
manufacturing facility, it has resulted in competitive product
pricing internationally. Also, the range of products and its sales
distribution network have been beneficial for the Company's
international operations. GOCL mainly operates in United
Kingdom and key brands marketed inter alia include Granville,
Gunk, Nova and Autosol. GOCL is presently manufacturing
Veedol products for different geographies. Further, in order to
comply with REACH Guidelines for undertaking operations in
the EU Region, Veedol UK Limited during the year 2024-25 had
set up a sole representative office in Dublin, Ireland through
another wholly owned subsidiary viz. Veedol Ireland Limited.

Other than as stated above and besides holding 100% shares
of Veedol International Limited the Company presently has two
wholly owned subsidiaries viz. Veedol International DMCC (VID),
UAE and Veedol Deutschland GmbH (VDG), Germany (under

dissolution). VID caters to the Middle East Asian Region. Veedol
International Limited has also licensed the Veedol brand inter alia
to licensees in Canada, Mexico, France, Germany, Italy, Portugal
and Republic of South Africa for sales thereat. The Company
has initiated its efforts in re-organizing its European operations
with a view to consolidate its business and supply chain
management for the said geography. Towards this, the Board of
Directors vide its resolution dated 18th May, 2024 resolved to
close the operations of Veedol Deutschland GmbH and dissolve
the same with effect from 1st September, 2024. In terms of the
law prevailing in Germany, the dissolution process is underway
as on the date of this report and the final order is awaited. The
geographies that were serviced by Veedol Deutschland GmbH
are now being catered through other subsidiary company(ies)
viz. Veedol UK Limited and Veedol International Limited.

WIND ENERGY BUSINESS

During the year 2024-25, the revenue generated from the Wind
Energy Project amounted to H 1.63 crores.

RESERVES AND DIVIDEND

During the year under review as well as during the previous
year, the Company has not transferred any amount to the
General Reserves. As on 31st March, 2025, Other Equity of
the Company were at H 746.04 crores. An amount of H 127.25
crores is proposed to be retained as surplus in the Statement of
Profit and Loss.

On 5th December, 2024 your Company had paid an interim
dividend of 1000% (H 20.00 per ordinary share) for the financial
year 2024-25 involving a total dividend out-flow of H 34.85
crores. In addition to the aforesaid, on 26th February, 2025 your
Company had paid a second interim dividend of 600% (H12.00
per ordinary share) for the financial year 2024-25 involving
a total dividend outflow of further H 20.91 crores. In view of
present financial results, your Directors have the pleasure in
recommending a final dividend of 1100% (H 22.00 per ordinary
share) on the ordinary shares of H 2/- each for the financial year
2024-25. The final dividend that will be recommended for 2024¬
25 will be distributed to the eligible shareholders within 30 (thirty)
days from the date of the 102nd Annual General Meeting. The
final dividend is in addition to the interim dividends, as already
distributed. The Dividend Distribution Policy is available at the
official website of the Company at the weblink https://www.
veedolindia.com/sites/default/files/assets/pdf/DIVIDEND%20
DISTRIBUTION%20POLICY.pdf. Dividend(s) declared / to be
declared were / is in line with the policy referred above and was
met / will be met from internal cash accruals.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management Discussion and Analysis Report for the year under
review, as stipulated under the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, is presented in a separate
section forming part of the Annual Report.

CORPORATE GOVERNANCE

Your Directors affirm their commitment to good Corporate
Governance practices. The report on Corporate Governance
as per the requirement of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, together with a certificate
from a Practicing Company Secretary and declaration by the
Managing Director form part of this report.

SUBSIDIARY COMPANIES

Veedol International Limited, Veedol International DMCC, Veedol
Deutschland GmbH (under dissolution) and Veedol UK Limited
(formerly Price Thomas Holdings Limited) continue to be the
wholly owned overseas subsidiaries of the Company. With a
view to restructure European Operations and consolidated its
business and supply chain management for the said geography,
the Board of Directors vide its resolution dated 18th May, 2024
resolved to close the operations of Veedol Deutschland GmbH
and dissolve the same with effect from 1st September, 2024.
As stated earlier in the report, as on date of this report, the
dissolution process is underway in terms of the law prevailing
in Germany and the final order is awaited. The geographies that
were serviced by Veedol Deutschland GmbH are now being
catered through other subsidiary company(ies) viz. Veedol UK
Limited and Veedol International Limited. Detailed disclosure
relating to this is available at the official website of the Company
at the weblink https://www.veedolindia.com/sites/default/files/
assets/pdf/disclosures-reg-30/bmoutcome18052024.pdf. As on
31st March, 2025 all the above companies excepting Veedol UK
Limited are deemed to be non-material and non-listed subsidiary
companies in terms of the provisions of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended. Veedol UK
Limited is deemed to be a material non-listed subsidiary. The
policy for determining 'Material Subsidiaries' is available at
the official website of the Company at the weblink https://
www.veedolindia.com/sites/default/files/assets/pdf/Material-
Subsidiary-Policy-2.pdf.

The Statement of Accounts along with the Report of the Board
of Directors and Auditors relating to your Company's Overseas
Subsidiaries for the financial year 2024-25 are not annexed.
Shareholders who wish to have a copy of the full Report and
Accounts of the aforesaid subsidiary companies will be provided
the same, on receipt of a written request. These documents
will also be available for inspection by any shareholder at
the Registered Office of the Company and the concerned
subsidiary companies during business hours on all working
days till 25th August, 2025. However, for the purpose of
inspection, the documents shall also be available at the website
of the Company at www.veedolindia.com under 'Financials of
Subsidiary Companies'.

PERFORMANCE OF SUBSIDIARIES AND JOINT
VENTURE COMPANIES AS PER RULE 8(4) OF THE
COMPANIES (ACCOUNTS) RULES, 2014

A report on the performance and the financial position of each
of the Subsidiaries and Joint Venture Companies as per the

Companies Act, 2013 is annexed to the Consolidated Financial
Statement and hence not repeated here for the sake of brevity.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sections 134(3)(c) and 134(5)
of the Companies Act, 2013 (the Act), with respect to Directors'
Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the financial
year ended 31st March, 2025, the applicable accounting
standards had been followed along with the proper
explanation relating to material departures, if any;

ii. The Directors had 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 and loss of
the Company for that period;

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

iv. The Directors had prepared the annual accounts on a
going concern basis;

v. The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial
controls were adequate and operating effectively; and

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

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Particulars of loan given, investment made and guarantee
given alongwith the purpose for which the loan or guarantee is
proposed to be utilized by the recipient is provided in the financial
statements (Please refer Note 4, 5, 33 and 34 to the Standalone
Financial Statements). No loan / advance is outstanding to any
subsidiary, associate or any firm / company in which the Directors
are interested other than as referred in the aforesaid Note read
with Note 38 of the Standalone Financial Statements and Note
38 of the Consolidated Financial Statements specifying the name
and amount thereof and pursuant to the proviso to Section 134(3)
the same have not been repeated here for the sake of brevity. This
may be regarded as a disclosure as required under Schedule V of
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended.

TRANSFER OF AMOUNTS AND SHARES TO
INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies
Act, 2013 and Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Second Amendment

Rules, 2019, read with all relevant notifications as issued by
the Ministry of Corporate Affairs from time to time all shares in
respect of which dividends have remained unpaid or unclaimed
for a period of seven consecutive years have been transferred
by the Company, within the stipulated due date, to the Investor
Education and Protection Fund (IEPF). Members / claimants
whose shares or unclaimed dividends, have been transferred
to the IEPF Demat Account or the Fund, as the case may be,
may claim the shares or apply for a refund by approaching the
Company for issue of Entitlement Letter along with all the
required documents before making an application to the IEPF
Authority in Form I EPF-5 (available on https://www.iepf.gov.
in) along with requisite fee as decided by the IEPF Authority
from time to time.

Due Dates for Transfer of Unclaimed/Unpaid Dividends
to the Investor Education and Protection Fund (IEPF)

The member/claimant can file only one consolidated claim in a
financial year as per the IEPF Rules.

Details of shareholders alongwith their folio number or DP ID. and
Client ID., who have not claimed their dividends for the last seven
consecutive years i.e. 2017-18 (final dividend) to 2023- 24 (inclusive
of interim and final dividends) and whose shares are therefore
liable for transfer to the IEPF Demat Account, are displayed on
the website of the Company at https://www.veedolindia.com/
investor/shareholders-details-for-transfer-to-iepf. Actual transfers
are effected after sending individual communication to the
concerned shareholders and issuance of public notice. Members
are requested to ensure that they claim the dividends and shares,
before they are transferred to the said fund.

The Company has uploaded the details of unpaid and unclaimed
amounts lying with the Company as on 31st March, 2024 and
also for the interim dividends declared during 2024-25 on the

Company's website (www.veedolindia.com) and also on the
Ministry of Corporate Affairs' website.

Further please note that in case of physical shares, if any for which
folio is incomplete with regard to the prescribed requirements as
per SEBI Circular i.e. PAN, Nomination, Contact details, Bank A/c
details and Specimen signature, the same is required to be updated
in writing to the Company's RTA, Maheshwari Datamatics Pvt.
Ltd. at 23, R. N. Mukherjee Road, 5th Floor, Kolkata - 700001 on
immediate basis. Necessary details / modalities / forms in this regard
are available at the Company's website at weblink https://www.
veedolindia.com/investor/forms-for-shareholders and at the RTA's
website www.mdpl.in. Shareholders may please note that dividend
on such incomplete folios will be treated in the manner as prescribed
by the Securities and Exchange Board of India vide its Master Circular
No. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated 17th May, 2023.

SUSPENSE ESCROW DEMAT ACCOUNT

In accordance with SEBI Master Circular No. SEBI/HO/MIRSD/
POD-1/P/ CIR/2024/37 dated 7th May 2024, a separate Suspense
Escrow Demat Account had been opened by the Company
with a Depository Participant for crediting unclaimed shares in
dematerialised form lying for more than 120 days from the date
of issue of Letter of Confirmation(s) to the shareholders in lieu
of physical share certificates to enable them to make a request
to DP for dematerialising their shares.

CORPORATE WEBSITE

The websites of your Company, www.veedolindia.com and www.
veedol.com carry comprehensive database of information of interest
to the stakeholders including the corporate profile, information with
regard to products, plants and various depots, financial performance
of your Company, corporate policies and others.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business, during the
period under review.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

During the year, there were no material changes and / or
commitments affecting the financial position of the Company
and no such changes and / or commitments have occurred
between 1st April, 2025 and the date of this report.

Particular regarding Board's decision on closure of operation
of Veedol Deutschland GmbH and dissolution thereof with
effect from 1st September, 2024 has been detailed under
the respective sections of this report relating to subsidiary
companies and its operations.

REPORTABLE FRAUDS

No fraud has been reported by the Auditors under Section 143(12)
of the Companies Act, 2013, during the period under review.

DIRECTORS

In accordance with the provisions of Section 152(6)(c) of
the Companies Act, 2013 and your Company's Articles of
Association, Shri Durgesh S. Chandavarkar, Chairman¹ retires by
rotation and is eligible for re-appointment.

Shri Vinod S Vyas, Director will be attaining the age of 75
years during the forthcoming financial year 2025-26. Shri Vyas
has vast and rich experience of nearly 50 years in the field of
manufacturing greases and in the automotive and industrial
lubricants industry. His knowledge of business, industry
environment and vast experience in general management has
been an asset to the Company. The Company is driven by his
vision and under his esteemed guidance, the Company has
attained considerable growth. He is the Founder and Joint
Managing Director of Standard Greases & Specialities Private
Limited, Joint Promoter of this Company. Since his experience
is relevant for the business and his expertise and domain
knowledge was deemed indispensable and beneficial for the
Company, the Board of Directors in compliance with Regulation
17(1A) of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 vide their resolution dated 28th May, 2025,
subject to approval of the shareholders resolved continuation of
his appointment beyond the aforesaid age of 75 years.

Shri Praveen P Kadle and Smt. B. S. Sihag are due for retirement
from their first term as Independent Director. In accordance
with Section 149 (10) and (11) of the Companies Act, 2013
an Independent Director shall hold office for a term up to five
consecutive years on the Board of a Company but shall be
eligible for re-appointment on passing of a Special Resolution by
the Company and disclosure of such appointment in the Board's
Report. No Independent Director shall hold office for more than
two consecutive terms, but such Independent Director shall
be eligible for appointment after the expiration of three years
of ceasing to become an Independent Director. Shri Praveen P
Kadle and Smt. B. S. Sihag joined the Board of Directors (the
Board) of the Company on 13th November, 2020 and 7th April,
2021 and they were appointed as an Independent Directors
vide respective shareholders' resolution dated 8th September,
2021, for a term up to 12th November, 2025 and 6th April,
2026, respectively (first term under the Companies Act, 2013).
The Company has received from Shri Kadle and Smt. Sihag (i)
consents in writing to act as Directors in Form DIR 2 pursuant
to Rule 8 of The Companies (Appointment and Qualification of
Directors) Rules, 2014, (ii) intimations in Form DIR 8 in terms
of The Companies (Appointment and Qualification of Directors)
Rules, 2014, to the effect that they are not disqualified under
sub-section (2) of Section 164 of the Companies Act, 2013
and (iii) declarations confirming their eligibility that they meet
the criteria of independence as provided in sub-section (6) of
Section 149 of the Companies Act, 2013. Shri Kadle and Smt.
Sihag had also provided declarations as referred to in Rule 6(3)
of the Companies (Appointment and Qualification of Directors)
Fifth Amendment Rules, 2019. Performance of Shri Kadle and
Smt. Sihag had been evaluated and the Board and Nomination
and Remuneration Committee (NRC) thereof noted the valuable
guidance and contribution provided by them to the Board and

the Company during their tenure. This may be deemed to be
disclosure as required under applicable Secretarial Standards
with regard to re-appointment of Independent Director(s). As
Shri Kadle and Smt. Sihag fulfill the requirements of Independent
Directors as laid down under Section 149(6) of the Companies
Act, 2013 and are independent of the management therefore
the Board considering their skills, experience, knowledge and
performance evaluation, vide their resolution dated 28th May,
2025 subject to approval of the shareholders resolved to re¬
appoint Shri Kadle and Smt. Sihag for another term (2nd term)
from 13th November, 2025 to 12th November, 2030 and from
7th April, 2026 to 6th April, 2031, respectively as Independent
Directors on the Board of the Company.

On recommendation of the Nomination and Remuneration
Commitee (NRC) the Board vide its resolution dated 28th May,
2025 appointed Dr Nitin R Gokarn and Shri Kishore M. Saletore
as Additional Directors (Non-Executive and Independent) for a
period of 5 years each with effect from 28th May, 2025.

Since all the aforesaid propositions will require approval of
the shareholders suitable resolutions in this regard have
been included in the Notice convening the 102nd Annual
General Meeting.

Brief resume / details relating to ¹Shri Durgesh S. Chandavarkar,
Shri Vinod S Vyas, Shri Praveen P Kadle, Smt. B. S. Sihag,
Dr Nitin R Gokarn and Shri Kishore M. Saletore are furnished in
the said notice.

Pursuant to Regulation 36(3)(c) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, it is disclosed that no Directors
share any relationship inter-se.

¹Shri Vijay Mittal had resigned from the Board of Directors with
effect from the close of business on 14th July, 2025 and his
resignation was duly noted by the Board of Directors vide its
resolution dated 18th July, 2025.

DECLARATIONS BY THE INDEPENDENT DIRECTORS

All Independent Directors have given declarations to the
Company stating their independence pursuant to Section 149
of the Companies Act, 2013 and the same have been noted
by the Board. The Board is of the opinion that the Independent
Directors of the Company possess requisite qualifications,
domain knowledge, experience and expertise in the fields
of finance, administration, management, strategy, etc. and
they hold highest standards of integrity. All the Independent
Directors of the Company have registered themselves with the
Indian Institute of Corporate Affairs, Manesar (IICA) as required
under Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014 and thereby have complied with
the provisions of sub-rule (1) and sub-rule (2) of Rule 6 of
the Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended and to the extent applicable. All the
Independent Directors have also complied with the provisions
of sub-rule (4) of Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended. This may

be deemed to be a disclosure as required under Rule 8(5)(iiia) of
the Companies (Accounts) Rules, 2014, as amended.

POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION

The Company has framed a Remuneration Policy, in relation to
remuneration of Directors, Key Managerial Personnels (KMPs)
and Senior Management, as recommended by the Nomination
and Remuneration Committee of the Board of Directors. The
details of such policy i.e. summary, weblink, etc. have been
furnished in the Corporate Governance Report forming part of
this Annual Report. The Nomination and Remuneration Policy,
as framed, inter alia includes its objective, applicability, matters
relating to the remuneration, perquisites for the Wholetime /
Executive / Managing Director, remuneration for Non-Executive /
Independent Director(s), Stock Options, remuneration for KMPs,
Senior Management Personnels and Other Employees and
interpretation provision. This may be deemed to be disclosure
as required under proviso of Section 178(4) read with Section
134 of the Companies Act, 2013, as amended relating to salient
features of Nomination and Remuneration Policy. The entire
policy is available on the Company's website at the weblink-
https://www.veedolindia.com/sites/default/files/assets/pdf/
REMUNERATION-POLICY-1.pdf. Further disclosure as stated
under Section 134(3)(e) of the Companies Act, 2013 has not been
provided in view of the provisions as contained under second
proviso to Section 134(3) of the Companies Act, 2013. Shri Arijit
Basu, Managing Director does not receive any remuneration or
commission from any other subsidiary company. This may be
deemed to be a disclosure as required under Section 197(14) of
the Companies Act, 2013.

The shareholders vide their resolution dated 23rd August, 2024
had approved providing of commission to Shri Basu, MD at a
rate not exceeding one percent per annum of the net profit
of the Company calculated in accordance with the provisions
of Section 198 of the Act and Rules made thereunder for the
financial years commencing with the financial year 2024-25.

Further, the shareholders vide their resolution dated 23rd
August, 2024 had approved providing of commission not
exceeding in aggregate, one percent per annum of the net profit
of the Company calculated in accordance with the provisions
of Section 198 of the Act and Rules made thereunder, for the
Non-Executive Directors, including Independent Directors for
the financial years commencing with the financial year 2024-25.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

In compliance with the Companies Act, 2013 and applicable
regulations, the performance evaluation of the Board was
carried out during the year under review. The Board Evaluation
and Diversity Policy which had been framed by the Company
for the purpose of establishing, inter alia, qualifications, positive
attributes, independence of Directors and determination of
criteria based on which such evaluation is required to be carried
out includes matters stated in guidance notes issued by the
Securities and Exchange Board of India (SEBI) vide its Circular

No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January,
2017 thereby modifying the evaluation process.

A separate meeting of Independent Directors was held on 5th
February, 2025, wherein the required evaluation was carried
out in terms of the modified policy thereof. More details on the
same are given in the Corporate Governance Report.

The performance evaluation of the Board was carried out
considering its composition, competency, experience,
mix of qualification of directors, regularity and frequency
of its meetings, its functions based on inter alia role and
responsibility, strategy, evaluation of risks and its independence
of management, access to management, etc. The performance
of the Board Committees was evaluated based on its respective
mandate and composition, effectiveness, structure and
meetings, independence from the Board and contribution
to decisions of the Board. The performance of Chairman,
Managing Director, Independent Directors and Non-Executive
Directors were evaluated based on inter alia leadership and
stewardship abilities, qualification and experience, knowledge
and competency, attendance record, intensity of participation
at meetings, quality of interventions and special contributions
during the Board Meeting, identification, monitoring and
mitigation of significant corporate risks, etc. The Independent
Directors were additionally evaluated based on independence,
ability of expressing independent views and judgment, etc.
Additional criteria for evaluation of Chairman were based on
effectiveness of leadership and ability to steer meetings,
impartiality, commitment and ability to keep shareholders'
interests in mind. Performance evaluation of the Board and its
Committees were carried out by the Independent Directors and
each individual Director at the meeting of the Board of Directors
held on 5th February, 2025. Independent Directors also evaluated
performance of the Chairman, each Non-Executive Director and
the Managing Director. The performance evaluation of each of
the Independent Directors was carried out by the entire Board,
excluding the Director being evaluated. This may be deemed
to be a disclosure as required under Section 134(3)(p) of the
Companies (Amendment) Act, 2017. The results of evaluation
of the Board and its Committees were shared with the Board.
The Chairman of the Nomination and Remuneration Committee
had discussed the performance review with the Chairman of the
Board, who in turn also discussed the performance feedback
with the other members of the Board. Based on the outcome
of evaluation, the Board had agreed upon certain action points
which will increase shareholders' value going forward.

CORPORATE SOCIAL RESPONSIBILITY

The Company recognizes that its operations impact a wide
community of stakeholders, including investors, employees,
customers, business associates and local communities and
that appropriate attention to the fulfillment of these social
responsibilities can enhance overall performance.

The Board of Directors of the Company, in this regard, has devised
a Corporate Social Responsibility (CSR) Policy. The policy inter
alia states mode of constitution of CSR Committee, activities

which can be undertaken, mode of implementation, quantum of
investment, etc. As per the terms of the CSR Policy, the Board
of Directors has constituted a CSR Committee. The Policy has
empowered the Committee to inter alia recommend the amount
of expenditure to be incurred on approved activities, annual action
plan in pursuance to the policy, etc. The policy also contains
provisions relating to scope, functioning and meetings of the
CSR Committee. The scope of the policy extends to activities
as stated under Schedule VII of the Companies Act, 2013 and all
additional and allied matters as may be notified by the Ministry
of Corporate Affairs from time to time, including but not limited
to education and digital literacy, skill development and livelihood
promotion, healthcare access, nutrition and child well-being,
etc. As per the policy the CSR Committee shall recommend to
the Board on matters relating to minimum eligibility criteria,
quantum of proposed expenditure, modalities of execution,
engagement of implementing agency, incidental and ancillary
matters, etc. in connection with any identified project. This may
be deemed to be a disclosure as required under Section 134 of
the Companies (Amendment) Act, 2017 in relation to providing
of salient features of CSR Policy. The entire policy is available on
the Company's website at the weblink https://www.veedolindia.
com/sites/default/files/assets/pdf/CSR-Policy_3_0.pdf. Imparting
of training to mechanics / garage owners for skill development by
way of setting up an auto-mechanic school, promoting health care,
contributing towards projects for promotion of education, etc. had
been identified as CSR activities being covered under Schedule VII
of the Companies Act, 2013.

Towards this during 2024-25, the Company has donated to
various organizations viz. Automotive Skills Development
Council, Tata Steel Foundation, Computer Shiksha, iTeach
Movement, SEVAMOB, Seva Sahayog Foundation, India Vision
Institute, Karla Education Trust, All India Movement for Seva,
Birati Globe Vision Society, Health Energy and Rehabilitation
Trust, The Purnima Foundation, Monoharpukur Proyaash (Ankur)
and Bright Future Organization for Blinds as a part of its CSR
initiatives. The CSR Committee has been constituted by the
Board, which as on 31st March, 2025 comprises of Shri Praveen
P. Kadle, as Chairman, Shri Arijit Basu and Shri Subir Das. The
Committee met four times during the year on 17th May, 2024,
13th August, 2024, 12th November, 2024 and 5th February,
2025 to monitor CSR activities undertaken, review scope of CSR
activities, approve CSR Report, etc. The Company has set up an
auto-mechanic school at Kolkata.

In order to determine the degree of success and effectiveness
of its CSR initiatives, the Company during the year 2024-25 has
undertaken impact assessment of the CSR projects in terms of
social, economic and environmental benefits that had accrued to
the intended beneficiaries. The details in relation to CSR reporting
as required under Rule 8 of the Companies (CSR Policy) Rules,
2014, as amended by the Companies (CSR Policy) Amendment
Rules, 2021 is enclosed with this report as Annexure I.

A Five Year Overview of CSR Projects (FY 2020-25) and the
summary of the Report on Impact Assessment in relation to the
CSR Projects for 2024-25 as undertaken by Consultivo also forms a
part of this Annual Report. The full report on Impact Assessments

of CSR Projects for 2024-25 is available at the official website of
the Company at https://www.veedolindia.com/sites/default/files/
assets/pdf/Impact_Assessment_Report_2024-25.pdf

Other relevant details in relation to CSR Committee, such as
terms of reference of the CSR Committee, number and dates
of meetings held and attendance of the Directors are given
separately in the enclosed Corporate Governance Report.

VIGIL MECHANISM

Fraud-free and corruption-free work culture has been core to the
Company. In view of the potential risk of fraud and corruption
due to rapid growth and geographical spread of operations, the
Company has put even greater emphasis to address this risk.

To meet this objective, a Vigil Mechanism Policy akin to Whistle
Blower Policy has been laid down. More details about the
policy are given in the Corporate Governance Report. The Audit
Committee oversees the vigil mechanism complaints. The
Vigil Mechanism Policy has been uploaded on the Company's
website at the weblink https://www.veedolindia.com/sites/
default/files/assets/pdf/VIGIL-MECHANISM-POLICY-1.pdf.

During the year 2024-25, the Company has received an
anonymous complaint in the nature of whistle blower complaint
which has been suitably addressed by the Audit Committee
of the Board of Directors. The same has been appropriately
evaluated and there was no impact on the financial statements.

RISK MANAGEMENT

The Company has identified various risks faced by it from
different areas. As required under the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended the Board has adopted a Risk
Management Plan for the Company which includes inter alia
identification of elements of risks which may threaten the
existence of the Company and specifically covers cyber security.
Structures are present so that risks are inherently monitored
and controlled. Additionally the Company has adopted a
Risk Management Policy covering inter alia procedures for
implementation of effective risk management process, risk
assessment, risk identification, categorization of risks faced
by the Company into internal risks comprising of financial
risk, operational risks, sectoral risks, sustainability risks, etc.
and external risks, risk mitigation, Business Continuity Plan
and others. The Risk Management Policy of the Company is
available at the official website of the Company at the weblink-
https://www.veedolindia.com/sites/default/files/assets/pdf/
Risk-Policy-121121 .pdf. Various aspects of the Policy are
implemented through regular Risk Review Meetings, wherein
the risks relating to major functional areas such as sales and
marketing, manufacturing and operations, research and
development, human resource, information technology, finance,
compliance, etc. are deliberated and reviewed. Deep dive
sessions and general reviews are undertaken at regular intervals.

The Company has been certified under ISO 31000:2018 Standard
with regard to its Enterprise Risk Management practices.
Regular surveillance certifications are also undertaken.

Relevant details of the Risk Management Plan including
implementation thereof and the Risk Management Committee
have been furnished under the Corporate Governance Report.

EMPLOYEE BENEFIT SCHEME AND TRUST

Your Company believes that equity compensation schemes are
an effective tool to reward the talents working with the Company.
Further, equity-based compensation is considered to be an integral
part of employee compensation across sectors, which enables
alignment of the rewards with long-term value creation. It also helps
in creating ownership culture and to retain, motivate and attract
talents considering growing business. Towards this during 2011,
the Company had implemented an Employee Benefit Scheme
viz. Tide Water Oil Company (India) Limited Employee Benefit
Scheme for grant of inter-alia stock options to its employees. The
provisions relating to General Employee Benefits Scheme (GEBS)
and Retirement Benefit Scheme (RBS) also formed a part of the
said Scheme. The same was administered through Tide Water Oil
Company (India) Limited Employee Benefit Trust.

Pursuant to Rule 12 of the Companies (Share Capital and
Debentures) Rules, 2014, the required details for the year
2024-25 in respect of the aforesaid Scheme that was in existence
during the year under review are stated as under:

Other than as stated hereinbelow, which will be effective from
financial year 2025-26, there has been no material change in
the aforesaid Scheme during the year under review i.e. during
financial year 2024-25. The provisions of the scheme that was
in existence during financial year 2024-25 are in compliance
with the Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021 (SBEBSE Regulations). Necessary detail as referred
in Regulation 14 of SBEBSE Regulations read with Circular
number CIR/CFD/POLICYCELL/2/2015 dated 16th June, 2015

as issued by the Securities and Exchange Board of India, has
been uploaded on the Company's website at the weblink https://
www.veedolindia.com/sites/default/files/assets/pdf/SEBI-
SBEB-Regulation-14-2024-25.pdf

Certificates from the Secretarial Auditor of the Company as
required under Regulation 13 of SBEBSE Regulations in relation
to the aforesaid Scheme are enclosed as Annexure II.

With the emergence of new skill sets relevant for the Company's
business and changed dynamics of the talent market it was felt
necessary to bring out a new meaningful reward strategy for attraction
of new talents and retention of both existing and new critical resources
having leadership qualities or holding critical roles as required in
the business. In this regard the shareholders of the Company on
recommendation of the Nomination and Remuneration Commitee
and the Board of Directors of the Company, vide their resolution dated
31st March, 2025, implemented Veedol Corporation Limited Employee
Stock Option Scheme (the Scheme) in place and stead of the existing
Scheme viz. Tide Water Oil Company (India) Limited Employee Benefit
Scheme. The same will be effective from the financial year 2025-26. As
with the implementation of the Veedol Corporation Limited Employee
Stock Option Scheme, the erstwhile Scheme i.e. Tide Water Oil
Company (India) Limited Employee Benefit Scheme will be rendered
no longer relevant w.e.f. financial year 2025-26, therefore vide the
said resolution, the shareholders also decided to revoke Tide Water
Oil Company (India) Limited Employee Benefit Scheme and render
the same as repealed and inoperative on implementation of Veedol
Corporation Limited Employee Stock Option Scheme.

However, as Tide Water Oil Company (India) Limited Employee
Benefit Trust had acquired equity shares from the secondary
market and as of the present date continued to hold 4,29,140
(Four Lakh Twenty Nine Thousand One Hundred Forty) ordinary
shares of face value of H 2/- (Rupees Two only) each fully paid-up
of the Company, the shareholders resolved to implement the
Scheme through the existing Trust and utilize the said shares
for the new Scheme. Further, as the name of Tide Water Oil
Company (India) Limited, being the Settlor has been changed
to Veedol Corporation Limited and since implementation of the
Scheme through the Trust will necessitate incorporation of the
new framework, therefore the shareholders also decided to vary
the terms of the Trust Deed to effect the changes, as morefully
referred in the concerned resolution and rechristen the same as
'Veedol Corporation Limited Employee Benefit Trust'.

FURTHER DISCLOSURES UNDER THE COMPANIES
ACT, 2013

i. Annual Return

The Annual Return(s) are available at the website of the
Company at https://www.veedolindia.com/investor/annual
-returns.

ii. Number of Board Meetings

There were 5 (five) meetings of the Board of Directors held
during the year 2024-25 on 18th May, 2024, 13th August,
2024, 12th November, 2024, 13th December, 2024 and 5th
February, 2025. The details of attendance of the Directors in

the said Board Meetings have been furnished in the Corporate
Governance Report. Details of Committee Meetings held
during 2024-25 and attendance thereof by each Director is
also furnished in the said Corporate Governance Report. The
intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013 and the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and as per the
circulars issued by the Ministry of Corporate Affairs and SEBI.

iii. Changes in Share Capital

There has been no change in the share capital of the
Company during the year. Your Company has not issued
any ordinary share or shares with differential voting rights
nor granted stock options nor sweat equity, during the
year. Your Company has not resorted to any buy back of its
ordinary shares during the year under review. As on 31st
March, 2025 none of the Directors of the Company hold
any share or convertible instrument of the Company.

iv. Composition of Audit Committee

The Board has constituted the Audit Committee which
comprises of Shri P S. Bhattacharyya as the Chairman,
Shri Subir Das and Shri P. Y. Gurav. All recommendations
of the Audit Committee have been accepted by the
Board of Directors.

More details on the Committee are given in the Corporate
Governance Report.

v. Related Party Transactions

During the year 2024-25, the Company has entered
into transactions, cumulative value whereof amounts to
H 329.26 crores with Standard Greases & Specialities
Pvt. Ltd. (SGSPL), Joint Promoter of the Company which
exceeded the threshold limit stated under the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements Regulations, 2015, as amended
and also the threshold limit stated under Rule 15 of the
Companies (Meetings of Board and its Powers) Rules, 2014,
as amended. SGSPL is one of the largest grease producers
in Asia and they process grease on behalf of the Company
to meet the needs of Western Region and Northern Region
as there are no grease plants thereat. Further the Company
also procures lubricating oil and other chemicals from
SGSPL. All these products are offered on competitive rates
and the same is in ordinary course of business.

During the year 2024-25, the Company has also entered
into transactions, cumulative value whereof amounts to
H 343.80 crores with Eneos Tide Water Lubricants India Pvt.
Ltd. (formerly JX Nippon TWO Lubricants India Pvt. Ltd.)
(ENTI), Associate Company which exceeded the threshold
limit stated under the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended and also the threshold
limit stated under Rule 15 of the Companies (Meetings of
Board and its Powers) Rules, 2014, as amended. Pursuant

to the Joint Venture Agreement, as executed between
ENTI, ENEOS Corporation (formerly JXTG Nippon Oil &
Energy Corporation) and the Company, Veedol Corporation
Limited (formerly Tide Water Oil Co. (India) Ltd.) pays
franchise fees to ENTI, in connection with manufacturing
and selling of 'ENEOS' range of products. This is on arms'
length basis and in ordinary course of business. The details
in Form AOC-2 of material transaction(s) entered into by the
Company with its related parties are enclosed as Annexure
III. There were no other materially significant related party
transactions with Promoters, Directors or the Management,
their subsidiaries or relatives, etc. during the year that may
have potential conflict with the interest of the Company at
large. Other than as stated above there was no related party
transaction during 2024-25, which was material in nature in
terms of provisions of the Companies Act, 2013 and Rules
made thereunder, requiring disclosure as prescribed under
Section 188(2) of the Companies Act, 2013.

Details of all other related party transactions, including but
not limited to with Andrew Yule & Company Limited, as
entered into by the Company during 2024-25, are provided
in the financial statements (Please refer to Note 38 of
the Standalone Financial Statements and Note 38 of the
Consolidated Financial Statements).

All related party transactions are presented to the Audit
Committee and the Board. Omnibus approval is obtained for
the transactions which are foreseen and repetitive in nature.
While granting omnibus approval, the Company has complied
with the provisions of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended. Shareholders' sanction is
also obtained for material related party transactions proposed
to be entered into during the year. All related party transactions
entered during the year were in ordinary course of business
and on arms' length basis. Majority of the related party
transactions are reviewed by an independent accounting
firm to establish compliance with the provisions of the Act,
applicable Regulations, the related party transaction policy of
the Company and limits approved.

The related party transaction policy for determining
materiality of related party transaction and also on dealing
with related parties is uploaded on the Company's
website at the weblink https://www.veedolindia.com/
sites/default/files/assets/pdf/RPT-Policy.pdf. The details of
the transactions with related parties are provided in the
accompanying financial statement. The details of the said
policy and other relevant details have also been furnished
in the Corporate Governance Report.

DISCLOSURES UNDER RULE 8(5) OF COMPANIES
(ACCOUNTS) RULES, 2014

i. Financial summary or highlights: As detailed under the
heading 'Performance and State of Company's Affairs'

ii. Change in the nature of business, if any: None

iii. Details of Directors or Key Managerial Personnel (KMP), who
were appointed or had resigned during the year 2024-25:

Note: The Board of Directors on recommendation of the
Nomination and Remuneration Commitee had appointed
Dr Nitin R. Gokarn and Shri Kishore M. Saletore as
Independent Directors with effect from 28th May, 2025
for a period of 5 (five) years i.e. till the close of business
on 27th May, 2030. Resolutions seeking shareholders
approval in relation to the said appointments have been
included in the notice of 102nd Annual General Meeting.

Other than as stated above there was no change in the
Directors and the KMPs during the year under review.

iv. Names of Companies which have become or ceased to
be Subsidiaries, Joint Venture Companies or Associate
Companies during the year

a. Subsidiary Company: There has been no change in
the subsidiaries during the year 2024-25. During the
year under review, Veedol UK Limited (formerly Price
Thomas Holdings Limited) has emerged as a material
unlisted subsidiary. As stated hereinbefore, Veedol
Ireland Limited has been incorporated as a wholly
owned step-down subsidiary of Veedol UK Limited for
the purpose of having a sole representative office to
comply with the requirements of REACH Guidelines.

b. Joint Venture Company (JVC): There has been no
change in JVC during the year 2024-25.

c. Associate Companies: There are no Associate
Companies other than the JVC viz., Eneos Tide Water
Lubricants India Pvt. Ltd. (formerly JX Nippon TWO
Lubricants India Pvt. Ltd.), in terms of the provisions
of the Companies Act, 2013.

v. Details relating to deposits: There were no fixed deposits
of the Company from the public outstanding at the end of
the financial year.

No fixed deposit has been accepted during the year and as
such, there is no default in repayment of the said deposits.

vi. There has not been any deposit, which is not in
compliance with the requirements of Chapter V of the
Companies Act, 2013.

vii. No significant and material orders have been passed by
any Regulator(s) or Court(s) or Tribunal(s) impacting the
going concern status and Company's operations in future.

viii. Adequacy of Internal Financial Control: Your Company
has an adequate system of internal financial control as
commensurate with the size and nature of business,
which ensures that all assets are safeguarded and
protected against any significant misuse or loss and all
transactions are recorded in all material respects and are
reported correctly.

The internal control system of the Company is monitored
and evaluated by internal auditors through an internal
audit programme and their audit reports are periodically
reviewed by the Audit Committee of the Board of
Directors. The observations and comments of the Audit
Committee are placed before the Board of Directors for
reference. However, during the year no reportable material
weaknesses were observed.

The scope of Internal Audit includes audit of Purchase
Policy, Sales Promotion Expenditure and Incentive
Scheme, Debtors and Creditors Policy, Inventory Policy,
Taxation matters and others, which are also considered by
the Statutory Auditors while conducting audit of the Annual
Financial Statements.

ix. M/s. DGM & Associates, Cost Accountants carried out the
cost audit for the Company. They have been re-appointed
as cost auditors for the financial year ending 31st March,
2026. A remuneration of H 2,50,000 (Rupees Two Lakhs and
Fifty Thousand Only) plus applicable taxes and out of pocket
expenses has been fixed for the Cost Auditors subject to
the ratification of such fees by the members at the 102nd
AGM. Accordingly, the matter relating to ratification of
remuneration payable to the Cost Auditors for the financial
year 2025-26 is placed at the 102nd AGM. The Company
has maintained cost records as specified under sub-section
(1) of Section 148 of the Companies Act, 2013 and the
same shall be audited by the Cost Auditor i.e. M/s. DGM &
Associates, Cost Accountants for the financial year 2025-26.

x. No application was made against the Company under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year. No proceeding is pending against the
Company under the Insolvency and Bankruptcy Code,
2016 (31 of 2016).

xi. There has been no instance of any one-time settlement
with any Bank or Financial Institution during the year and
as such the requirement of disclosure in connection with
difference between amount of valuation done at the time of
one-time settlement and valuation done while taking loan
from the Banks or Financial Institutions, does not arise.

xii. There are no reportable agreements in terms of clause 5A
to para A of part A of Schedule III of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulation, 2015, as amended.

DISCLOSURE AS PER RULE 5(1) OF COMPANIES
(APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) AMENDMENT
RULES, 2014 AS AMENDED

The disclosure as required under Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, as amended is enclosed with this report as Annexure IV.

Details of employee remuneration as required under the
provisions of Section 197 of the Act and Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended form part of this Report.
As per the provisions of Section 136 of the Act, the Report and
Financial Statements are being sent to the Members of your
Company and others entitled thereto, excluding the statement on
particulars of employees. Copies of said statement are available
at the Registered Office of the Company during the designated
working hours from 21 days before the Annual General Meeting
till date of the Annual General Meeting. Any member interested in
obtaining such details may also write to the Corporate Secretarial
Department at the Registered Office of the Company.

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

The Company has zero tolerance for sexual harassment at workplace
and has adopted a Policy on Prevention, Prohibition and Redressal of
sexual harassment at workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and Rules framed thereunder.

Prevention of Sexual Harassment Committee(ies) have been formed
at the corporate and regional levels to monitor compliance with
the provisions of the said Act and complaints thereof, if any. The
Company has complied with the relevant provisions of the said Act.

During the year under review no case was filed / reported to
the Company pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the last financial year 2023-24, 1 (one) case was filed /
reported to the Company and proper enquiry in relation thereto
was carried out and subsequently same was dismissed in view
of lack of merit in the concerned complaint. There is no impact
on the financial statements in relation to the same.

AUDITOR AND AUDITOR'S REPORT

M/s. Price Waterhouse Chartered Accountants LLP (PW) was re¬
appointed as Auditors of the Company at the 99th Annual General
Meeting. Since eligible, members had sanctioned continuation of
their appointment till the conclusion of the 104th Annual General
Meeting. In view of notification dated 7th May, 2018 issued by the
Ministry of Corporate Affairs read with the Companies (Audit and
Auditors) Amendment Rules, 2018, ratification of such appointment
has not been proposed. The Statutory Auditors have confirmed
their eligibility and have submitted a certificate in writing that they
are not disqualified to hold the office of the Statutory Auditor.

The report given by the Statutory Auditors on the financial statements
of the Company forms part of the Annual Report. No qualification
has been made by the Statutory Auditors in their Report.

A statement detailing Material Accounting Policies of the
Company is annexed to the Accounts.

SECRETARIAL AUDIT AND COMPLIANCE REPORT

A Secretarial Audit was conducted during the year 2024-25 by
the Secretarial Auditor, Shri Manoj Prasad Shaw of M/s. Manoj
Shaw & Co., Practicing Company Secretaries having a valid Peer

Review Certificate, in accordance with the provisions of Section
204 of the Companies Act, 2013 read with Regulation 24A of
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended.
The Secretarial Auditor's Report is enclosed as Annexure V and
forms part of this Report of Directors. No qualification has been
made by the Secretarial Auditor in his Report.

Further pursuant to the Securities and Exchange Board of India
Circular no. CIR/CFD/CMD1/27/2019 dated 8th February, 2019,
Shri Manoj Prasad Shaw of M/s. Manoj Shaw & Co., Practicing
Company Secretaries has issued an Annual Secretarial
Compliance Report to the Company, with respect to compliance
of all applicable regulations, circulars and guidelines issued by
the Securities and Exchange Board of India. The said Report has
been duly submitted to the National Stock Exchange of India
Ltd. and BSE Ltd. Further a copy of the Report is available at
the Company's website at the weblink https://www.veedolindia.
com/sites/defaults/files/assets/pdf/ascr28052025.pdf.

The applicable Secretarial Standards have been duly followed by
the Company during the year under review.

Also pursuant to the newly promulgated Regulation 24A as specified
under the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) (Third Amendment) Regulations, 2024,
the Board vide its resolution dated 5th February, 2025 subject to the
approval of the shareholders in the ensuing 102nd Annual General
Meeting has appointed Shri Manoj Prasad Shaw of M/s. Manoj Shaw
& Co., Practicing Company Secretaries having a valid Peer Review
Certificate as Secretarial Auditor for a period of 5 (five) consecutive
years from 1st April, 2025. Suitable resolution in this regard has been
included in the Notice of the 102nd Annual General Meeting. The
Secretarial Auditor complies with the criteria as prescribed under
Regulation 24A(1A) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) (Third Amendment)
Regulations, 2024 and does not and / or will not render any services
as referred under Regulation 24A(1B) of the said regulations.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

As stipulated under Regulation 34(2)(f) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended vide the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) (Fifth Amendment) Regulations,
2019 and further amended vide SEBI Circular No. SEBI/HO/CFD/
CFD-SEC-2/P/CIR/2023/122 dated 12th July, 2023 the Business
Responsibility and Sustainability Report (BRSR) describing the
initiatives taken by the Company from environmental, social and
governance perspective forms a part of the Annual Report.

The Company as a part of its ESG initiative, has undertaken
Reasonable Assurance of BRSR Core, being a sub-set of the
BRSR consisting of a set of Key Performance Indicators (KPIs) /
metrics under 9 ESG attributes as prescribed by the Securities
and Exchange Board of India vide its Circular No. SEBI/HO/CFD/
CFD-SEC-2/P/CIR/2023/122 dated 12th July, 2023. During the
year 2024-25, such Reasonable Assurance has been undertaken
through Tirkha Consultants & Advisors LLP. Tirkha Consultants
& Advisors LLP has provided an Independent Assurance
Statement in connection with BRSR of the Company for 2024¬
25, which forms a part of the Annual Report.

In addition to the above, during 2024-25, the Company has
also undertaken a detailed study on Global Reporting Initiatives
(GRI) in relation to the Company's ESG Initiatives. The study has
been undertaken by SGS India Private Limited (SGS) and the
summary of the Sustainability Report also forms a part of this
Annual Report. The Sustainability Report for 2024-25 themed
as 'Fast Forward to a Sustainable Tomorrow' is available at
the official website of the Company at the weblink https://
www.veedolindia.com/sites/default/files/assets/pdf/Veedol_
Sustainability_Report_2024-25.pdf

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO

A. CONSERVATION OF ENERGY

1. Steps taken or impact on conservation of energy.

Energy conservation during the financial year has
accrued as a result of the following steps taken at
various locations of the Company.

SILVASSA

1. Installed 5 (five) numbers of Variable Frequency
Drives (VFDs) to optimizing motor speed and
reducing power consumption which helped to
save energy upto 63,365 kWh.

2. Energy had been generated and consumed from
renewable source i.e. Solar Power Plant that had
been installed and operations have resulted in saving
of energy upto 6250 kWh KWH during the year.

TURBHE

Energy generated and consumed from renewable
source i.e. Solar Power Plant that had been installed
and the operations have resulted in saving of energy
upto 163727 KWH during the year.

ORAGADAM

1. Installed 2 (two) numbers of Variable Frequency
Drives (VFDs) to optimizing motor speed and
reducing power consumption which helped to
save energy upto 31,266 kWh.

2. Energy had been generated and consumed from
renewable source i.e. Solar Power Plant that
had been installed and operations have resulted
in saving of energy upto 7,13,648 kWh.

FARIDABAD

Saving on Diesel with using of Piped Natural Gas
(PNG) for running DG is 812.7 Ltrs / year. This has
also helped in CO₂ reduction by 2.17 MT / year.

RAMKRISHNAPUR

Conventional tubelights were replaced with LED
tubes & LED flood lights which resulted in saving of
energy consumption to the extent of 1980 kWh/yearly.

2. Steps taken by the Company for utilising alternate
sources of energy: as stated above.

3. Capital investment on energy conservation
equipments: Capital investments have been made
during 2024-25 towards procuring energy conservation
equipments, which have been cumulated under
'Plant and Equipments' appearing under Note 3.1 of
Standalone Financial Statements for 2024-25.

B. TECHNOLOGY ABSORPTION

1. Efforts made towards technology absorption:

New products are developed by the R&D centers of
the Company incorporating latest technology.

2. Benefits derived:

The Company is able to produce quality products in
view of the above. For further details, please refer to
the Sustainability Report for 2024-25, as available at
the official website of the Company at the weblink
https://www.veedolindia.com/sites/default/files/
assets/pdf/Veedol_Sustainability_Report_2024-25.pdf

3. Information regarding imported technology:

Not applicable.

4. Expenditure incurred on Research and
Development

C. FOREIGN EXCHAGE EARNINGS AND OUTGO

Foreign Exchange Earnings during the year under
review was H 5.48 crores (last year H 14.76 crores) while
Foreign Exchange Outgo was H 118.58 crores (last year
H 130.77 crores).

ACKNOWLEDGEMENT

The Board of Directors would like to place on record their
appreciation of the support and assistance received from the
Government of India and the State Government. The Directors
are thankful to the Company's Bankers / Shareholders / all
other Stakeholders and the esteemed customers for their
continued support.

The Board deeply appreciates the commitment and the
invaluable contribution of all the employees towards the
satisfactory performance of your Company.

On behalf of the Board
Place: Mumbai Durgesh S. Chandavarkar

Date: 28th May, 2025 Chairman