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VRL Logistics Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 4906.98 Cr. P/BV 4.01 Book Value (Rs.) 69.91
52 Week High/Low (Rs.) 310/225 FV/ML 10/1 P/E(X) 20.72
Bookclosure 13/02/2026 EPS (Rs.) 13.54 Div Yield (%) 1.78
Year End :2026-03 

Your directors are pleased to present the Forty Third Annual Report of your Company together with the audited
financial statements for the financial year ended 31 March 2026.

1. SUMMARY OF FINANCIAL RESULTS

The performance of the Company for the financial year ended 31 March 2026 is summarized below:

(' in lakhs)

Particulars

Financial Year Ended
March 31,2026

Financial Year Ended
March 31,2025

Total Operating Income

3,24,478

3,18,517

Earnings before Interest, Depreciation, Tax and
Amortization (EBITDA )

67,389

59,841

Finance Costs

9,498

9,483

Depreciation & Amortization expense

26,103

25,363

Profit Before Tax

31,788

24,995

Tax Expense

8,105

6,703

Net Profit After Tax

23,683

18,292

Other comprehensive income net of tax

(384)

(43)

Total comprehensive income for the year

23,299

18,249

Basic and Diluted earnings per share

13.54

10.46*

2. OPERATING HIGHLIGHTS / STATE OF COMPANY’S AFFAIRS

During the year under consideration, the Company has achieved total revenue of ?3,24,478 lakhs as against
?3,18,517 lakhs in the previous year representing a growth of 1.87 %. Profit before tax for the year was ?31,788
Lakhs as against ?24,995 lakhs in the previous year. Accordingly, PAT also increased to ?23,683 lakhs as against
the corresponding figure of ?18,292 lakhs for the previous year. A detailed discussion on the financial performance
are covered in the Management Discussion & Analysis section of this Annual Report.

3. SHARE CAPITAL

The paid-up Equity Share Capital as at March 31,2026 increased from Rs.8746.85 lakhs to Rs.17493.70 lakhs
during the year owing to the issuance of Bonus equity shares in the ratio of 1:1.

The company has not issued shares with differential voting rights nor has granted any stock options or sweat
equity. As on March 31,2026, none of the Directors held instruments convertible into equity shares.

4. CHANGE IN THE NATURE OF BUSINESS

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

5. CAPITAL EXPENDITURE

During the Financial year 2025-26, the company has incurred a capital expenditure of ?27,182 lakhs. Out of
the same, an amount of ?10,037 lakhs was invested on purchase of new fleet i.e., Goods Transport Vehicles
and an amount of ?14,525 lakhs was invested on purchase of premises for operations at Ernakulam, Indore,
Aroor (Kerala), Anantapur, Thiruvananthapuram, Vijayawada, Visakhapatnam and Nagpur. The balance capital
expenditure of ?2,620 lakhs was spent on Plant & Equipment, Furniture and Fixtures, Office Equipment and
Leasehold Improvements.

6. LEASES

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

This year, the net reduction in ROU assets was to the tune of '9,055 lakhs attributable entirely to Buildings owing
to vacation of certain transshipments and branches. The reduction to Lease Liabilities, including both current and
non-current was to the tune of '8,019 lakhs.

The impact of adopting IndAS 116 on the financial statements for the year ended 31 March 2026 is as follows:

Particulars

For the Year
Ended

31 March 2026

For the Year
Ended

31 March 2025

Depreciation charge on Right-of-use assets-Buildings

15,190

15,922

Interest expense included in finance cost

6,220

6,420

Expense relating to short-term leases

7,987

7,548

Total cash outflow for leases during current financial year (excluding short
term leases)

19,648

18,492

Additions to the right of use assets

13,517

18,878

7. DIVIDEND

During the year, the Board of Directors had declared and paid an Interim Dividend at the rate of Rs.5 per share.
The Board of Directors do not propose any final dividend to its shareholders for FY 2025-26.

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 our website
at
https://vrlgroup.in/investor_download/Policy_on_Dividend_Distribution.pdf. A copy of the same is annexed to
this Report as Annexure A.

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

Section 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), requires dividends that are not encashed/ claimed by the
shareholders for a period of seven consecutive years to be transferred to the Investor Education and Protection
Fund (IEPF). During the year, the Company has transferred a sum of ' 1,39,769/- to the IEPF. Also, related 1200
underlying shares were accordingly transferred.

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

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

9. TRANSFER TO RESERVES

The Company has transferred an amount of ' 2,368 lakhs to the General Reserve out of current year’s profits in
line with its practice of earlier years.

10. SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

11. FIXED DEPOSITS

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

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

13. CREDIT RATING

During the year, ICRA Limited has upgraded the Long term fund based term loan and Long term fund based
working capital loan rating of the Company from [ICRA] A Stable to [ICRA] A Positive.

As indicated by ICRA, the revision in the outlook from Stable to Positive is due to the future expectation that
company will sustain growth momentum in its core goods transport business, supported by expansion in its
fleet and branch network. This coupled with recent revision in freight rates as well as companies exit from a low-
margin business will lead to improved profitability over historical levels in the near to medium term. Over the last
three years, the Company has expanded and replaced its fleet as well as increased its branch network, leading
to improvement in its overall operational efficiency. Additionally, the increase in freight rates undertaken has led to
year on year revenue growth. These strategic measures have aided in generating higher revenues and stronger
operating margins for the Company.

14. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

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

15. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

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

16. CORPORATE GOVERNANCE

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

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

17. BOARD COMPOSITION AND INDEPENDENCE

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

As on March 31,2026, the Board comprised of twelve Directors. Out of these, two are Managing Directors who
are also the Promoters of the Company and One Whole time Executive Director, the other nine being Non¬
Executive Directors (one of whom is related to the Promoters).

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

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

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

18. NUMBER OF MEETINGS OF THE BOARD

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

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

COMMITTEES OF THE BOARD

The Board has the following committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. CSR Committee

d. Stakeholders Relationship Committee

e. Risk Management Committee

f. Administration Committee

g. Finance Committee

h. Bonus Committee

Details such as terms of reference, powers, functions, meetings, membership of committee, attendance of
directors etc. are dealt with in Corporate Governance Report forming part of this Annual report. Board has
accepted all recommendations made by the Audit Committee during the year.

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

a) Inductions

There was no change in the constitution of the Board of Directors during the year.

b) Retirement

None of the directors retired during the year.

c) Retirement by Rotation and reappointment

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

d) Resignation

None of the directors resigned during the year.

KEY MANAGERIAL PERSONNEL

During the year under consideration, there was no change in Key Managerial Personnel of the Company. The
remuneration and other details of the Key Managerial Personnel for FY 2025-26 can be accessed in the Annual
Return (MGT 7), available on our website at
www.vrlgroup.in.

20. STATUTORY DISCLOSURES

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

21. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the annual performance of
the Board, its Committees, Chairperson and Individual Directors including Independent Directors was evaluated
as per the criteria laid down by the Nomination and Remuneration Committee. The manner in which the evaluation

has been carried out has been explained in the Corporate Governance Report which forms part of this Annual
Report.

22. BOARD DIVERSITY

A diverse Board enables efficient functioning through differences in perspective and skill, and fosters differentiated
thought processes at the back of varied industrial and management expertise, gender and knowledge. The Board
recognizes importance of a diverse composition and has adopted a Board Diversity policy which sets out our
approach to diversity. The said policy can be accessed on our website at
https://vrlgroup.in/vrl_investors_desk.
aspx?display=policies.

23. DIRECTOR'S RESPONSIBILITY STATEMENT

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

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

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

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

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

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

vi. Based on the framework of internal financial controls established and maintained by the Company, work
performed by the internal, statutory auditors, reviews performed by the management and the relevant Board
Committees, the Board, in concurrence with the Audit Committee, is of the opinion that the Company’s internal
financial controls were adequate, operational and effective as on March 31,2026.

24. RELATED PARTY TRANSACTIONS

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

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

The Policy on materiality of related party transactions and dealing with related party transactions as approved by
the Board of Directors of the Company can be viewed on our website, at:
https://vrlgroup.in/investor_download/
Policy_on_Related_Party_Transactions.pdf

25. NOMINATION AND REMUNERATION POLICY

In adherence to Section 178(1) of the Companies Act, 2013, the Board has, on the recommendation of the
Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior
Management and their remuneration including criteria for determining qualifications, positive attributes and other
matters provided under sub section (1) (3) of section 178 of the Companies Act 2013. The Remuneration Policy
is annexed to this report as
Annexure B. The said policy alternatively can also be accessed on our website at
https://vrlgroup.in/investor_download/Nomination_Remuneration%20Policy.pdf.

26. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and
specified employees in the course of day-to-day business operations of the company. The Company believes in
“Zero Tolerance” against bribery, corruption and unethical dealings / behavior in any form and the Board has laid
down certain directives to counter such acts. Such code of conduct can be accessed on our website at
https://
vrlgroup.in/investor_download/Code_of_Conduct.pdf.
The Code lays down the standard procedure of business
conduct which is expected to be followed by the Directors and the designated employees in their business
dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing
with stakeholders. The Code gives guidance on the expected behavior from an employee in a given situation
and the reporting structure. All the Board Members and the Senior Management personnel have confirmed
compliance with the Code. Pursuant to SEBI Listing Regulations, a declaration from the Chairman & Managing
Director (Chief Executive Officer who performs the duties of the Chief Executive Officer) regarding compliance
with the Code by board of directors and senior management personnel is included as part of the Annual Report.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

28. PREVENTION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended (PIT Regulations), the Company has adopted a Code of Internal Procedures
and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders with a view to regulate trading in
securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance
for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and
designated employees while in possession of unpublished price sensitive information in relation to the Company
and during the period when the Trading Window is closed. The Board is responsible for implementation of the
Code. The said code is available on our website at:
https://vrlgroup.in/investor_download/Insider%20Trading%20
Regulation%20Policy%20APRIL%202019.pdf

29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System in commensurate with size, scale and complexity of its operations.
The Board of the Company had laid down policies, guidelines, procedures and structure to enable implementation
of appropriate internal financial controls across the Company. These control processes enable and ensure the
orderly and efficient conduct of Company’s business, including safeguarding of assets, prevention and detection
of frauds and errors, the accuracy and completeness of the Accounting records and timely preparation &
disclosure of financial statements. These controls also identify the risks and provides for means to minimize /
mitigate the risks affecting the business of the Company as a whole. Auditors, as required under the Companies
Act 2013, have also reported the existence and operations of these controls in an effective manner.

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

30. BUSINESS RISK MANAGtMtNI

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

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

The material risks affecting Company are identified along with related mitigation measures and elaborated in the
Risk Management Policy of the Company which has been hosted on website of the Company at
https://vrlgroup.
in/investor_download/Risk%20Management%20Policy_14_06_2023.pdf

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

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 SEBI Listing Regulations -

‘Policy for Preservation of Documents’ under Regulation 9 of SEBI Listing Regulations. The said policy can be
accessed on our website at
https://vrlgroup.in/vrl_investors_desk.aspx?display=policies.

‘Policy on Criteria for determining Materiality of Events/Information’ under Regulation 30 of SEBI Listing Regulations.
The said policy can be accessed on our website at:
http://vrlgroup.in/vrl_investor_desk.aspx?display=policies

32. DISCLOSURE RELATED TO LARGE CORPORATE ENTITY

With reference to SEBI Circular No. SEBI/HO/DDHS/DDHS-POD1/P/CIR/2023/172 dated 19.10.2023, your
Company confirms that it does not fall under the “Large Corporate” Category and as such the related compliances
are not applicable.

33. AUDITORS AND AUDIT REPORTS

a) Statutory Auditors and Audit Report:

In accordance with Section 139 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules,
2014, members at the 42nd Annual General Meeting of the Company had approved appointment of M/s.
Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N / N500013 as Statutory
Auditors of the Company, for a period of 5 years from date of the said Annual General Meeting.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report
for the financial year ended March 31,2026. Pursuant to provisions of section 143 (12) of the Companies Act
2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year
under review.

b) Secretarial Auditor & Secretarial Audit Report

In accordance with section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, members at the 42nd Annual General Meeting of the
Company had approved appointment of Mr. R Parthasarathy, Practicing Company Secretary, Bengaluru (ACS
3667, CP No.838), as the Secretarial Auditor of the Company for period of 5 years from date of the said Annual
General Meeting.

The Secretarial Audit report in Form MR-3 is annexed herewith as Annexure C. There were no qualifications/
adverse remarks in the Secretarial Audit report.

34. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As required under section 135 of the Companies Act 2013, the Board has constituted Corporate Social
Responsibility Committee which monitors and oversees various CSR initiatives and activities of the Company.
The CSR Committee comprises of four directors out of which two are Independent Directors. Further details such
as composition, terms, functions, meetings and attendance of directors of the said committee are provided in the

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The Company has undertaken and contributed to various projects by way of direct spends and also identified
Trusts, Societies, and other eligible institutions including Educational Institutions for CSR related activities as
approved by the CSR Committee, focusing predominantly on Education, Healthcare and Sports.

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

The CSR policy can be accessed on our website at https://vrlgroup.in/investor_download/CSR%20POLICYpdf

35. ANNUAL RETURN

A copy of the Annual Return of the Company containing the particulars prescribed u/s 92 of the Companies Act,
2013, in Form MGT-7, as of the end of the financial year i.e. March 31,2026 is uploaded on the website of the
Company in the Investor Relations Section under the tab ‘Annual Return’ and can be accessed at the below link
https://vrlgroup.in/vrl_investors_desk.aspx?display=annual_return

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

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

37. PARTICULARS OF EMPLOYEES

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

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

38. COMPLIANCE WITH SECRETARIAL STANDARDS

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

39. MATERIAL CHANGES AND COMMITMENTS

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

40. INDUSTRIAL RELATIONS

During the year under review, the Company maintained cordial and harmonious relations with its workmen and
employees at all levels.

41. SIGNIFICANT AND MATERIAL ORDERS

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

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

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

43. ACKNOWLEDGMENTS AND APPRECIATION

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

FOR AND ON BEHALF OF THE BOARDDR. VIJAY SANKESHWAR
Chairman & Managing Director

DIN: 00217714

Place: Hubballi
Date: May 18, 2026


 
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