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VRL Logistics Ltd. Notes to Accounts
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You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 4710.18 Cr. P/BV 4.34 Book Value (Rs.) 62.00
52 Week High/Low (Rs.) 325/217 FV/ML 10/1 P/E(X) 25.75
Bookclosure 14/08/2025 EPS (Rs.) 10.46 Div Yield (%) 5.57
Year End :2025-03 

r) Provisions and Contingent liabilities

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a
past event, it is probable that an outflow of resources embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured
at the best estimate of the expenditure required to settle the present obligation at the Balance Sheet date.
If the effect of the time value of money is material, provisions are determined by discounting the expected
future cash flows specific to the liability. The unwinding of the discount is recognised as finance cost.

Contingent liabilities are disclosed in respect of possible obligations that arise from past events, whose

existence would be confirmed by the occurrence or non-occurrence of one or more uncertain future events
not wholly within the control of the Company or a present obligation that arises from past events where it is
either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate
of the amount cannot be made. Such liabilities are disclosed by way of notes to the financial statements. No
disclosure is made if the possibility of an outflow on this account is remote.

Provisions and contingent liabilities commitments are reviewed at each balance sheet date.

s) Earnings per share
Basic earnings per share

Basic earnings per share is calculated by dividing:

- the profit attributable to owners of the Company

- by the weighted average number of equity shares outstanding during the financial year, adjusted for
bonus elements in equity shares issued during the year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take
into account:

- the after income tax effect of interest and other financing costs associated with dilutive potential equity
shares, and

- the weighted average number of additional equity shares that would have been outstanding assuming
the conversion of all dilutive potential equity shares.

t) Accounting Standard not yet effective

All the Indian Accounting Standards (“Ind AS”) issued and notified by the Ministry of Corporate Affairs are
effective and considered for the significant accounting policies to the extent relevant and applicable for the
Company.

32 Earnings per share

The amount considered in ascertaining the Company's earnings per share constitutes the net profit after tax. The number of
shares used in computing basic earnings per share is the weighted average number of shares outstanding during the year.
The number of shares used in computing diluted earnings per share comprises the weighted average number of shares
considered for deriving basic earnings per share and also the weighted average number of shares which could have been
issued on conversion of all dilutive potential shares.

E] The Department of Stamps and Registration, Government of Karnataka had issued a notice towards stamp duty payable
on acknowledgment of delivery of a letter, article, document, parcel, package or consignment, given by the Company to
the sender of such letter, article, document, etc. in accordance with the Karnataka Stamp Act, 1957 (Article- 1 (ii) of the
Schedule). The Company has challenged the constitutional validity of the said provision by way of Writ Petition before
the Honourable High Court of Karnataka, Circuit Bench at Dharwad. The Writ Petition came-up for hearing and subject to
deposit of a sum of ^ 25 lakhs, the Authorities have been directed not to take any coercive action and also to determine
the Stamp Duty liability. The Company has paid the deposit of ^ 25 lakhs, disclosed under Other Non-current assets in the
books of account, but the quantum of Stamp Duty payable is yet to be arrived at by the Department. In the opinion of the
Management, no financial liability is expected to arise in this regard. The financial liability that may ultimately devolve upon
the Company is currently not ascertainable and as such no amount has been included as contingent liability towards the
same.

Notes:-

a. The Company is in appeal against demands on Income Tax, Customs duty, service tax, goods and services tax.

b. The Company had received a Show Cause-cum-Demand Notice from the Customs Department amounting to ^1,569.02
lakhs, citing alleged violations related to the Non-Scheduled Air Transport Service and Customs Duty on aircraft imports.
In response, the Company had deposited ^688.05 lakhs, including interest, under protest. In the previous year, CESTAT
(Ahmedabad) ruled in the Company's Favor, and accordingly, the deposited amount was refunded on June 28, 2023.
Following this, the Company has made an application seeking interest on the refunded amount for the period it remained
under protest.

During the year, the Customs Department filed a civil application with the Gujarat High Court on October 24, 2024, challenging
the CESTAT (Ahmedabad) order and seeking condonation of delay. The High Court issued a notice on November 18, 2024,
received by the Company on December 10, 2024. The Company's legal counsel is reviewing the matter and preparing an
appropriate response to safeguard its interests.

c. The above figures for contingent liabilities do not include amounts towards certain additional penalties/interest that may
devolve on the Company in the event of an adverse outcome as the same is subjective and not capable of being presently
quantified.

d. Future cash outflows in respect of (A) above can be determined only on receipt of judgments/decisions pending with
various forums/authorities.

e. The amount disclosed in respect of (B) above represents the estimated liability based on independent legal opinion
obtained by the Management in relation to the various cases of Motor Vehicle Accidents, Consumer disputes, Workmen
compensation, etc. filed against the Company.

35 The Honourable Supreme Court, has passed a judgement on 28 February 2019 in relation to inclusion of certain allowances
within the scope of "Basic wages" for the purpose of determining contribution to provident fund under the Employees'
Provident Funds & Miscellaneous Provisions Act, 1952. Management, based on legal advice obtained, is of the view that the
principles enumerated in the judgement is not applicable to the Company considering the nature of allowances paid and the
manner in which it is paid on selective basis to the employees and workers of the Company.

36 Capital Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for k 10585.98 lakhs net of
advances of k 701.38 lakhs. (31 March 2024: k 43560.92 lakhs, net of advances of k 1454.72 lakhs)

37 Certified Emission Reductions Credits

In earlier years, the Company had recognised income by trading complete amount of possible Green House Gas (GHG)
emission reductions generated by its Windmill project. The Company's Clean Development Mechanism (CDM) project is
registered with the United Nations Framework Convention on Climate Change (UNFCCC) and necessary approvals for the
trade of carbon credits have been procured.

As on 31 March 2025, the Company has a UNFCCC certified balance of 74,047 Certified Emission Reductions (CERs) units
(net of 2% CDM administration fees) (as on 31 March 2024: 74,047 CERs units) for the period 1 January 2013 to January
2018.

38 Buyback of Equity Shares

The Board of Directors at its meeting held on 30 January 2023 had approved the proposal to buy back up to 8,75,000 fully
paid up equity shares having a face value of k 10 each representing up to 0.99% of the total number of equity shares in the
paid-up equity share capital of the Company, at a price of k 700 per equity share payable in cash for a maximum amount not
exceeding k 6,125 lakhs (excluding transaction costs and other incidental expenses), representing 9.44% of the aggregate
of the fully paid-up equity share capital and free reserves of the Company, as per the latest audited financial statements of
the Company i.e. for the financial year ended 31 March 2022, being within the 10% limit of paid-up share capital and free
reserves (including securities premium account) as per the said audited financial statements. The Buyback was undertaken
through the Tender Offer route in accordance with the provisions contained in the SEBI (Buy-Back of Securities) Regulations,
2018, as amended and accordingly 8,75,000 equity shares were extinguished on 17 April 2023.

39 Contribution towards Corporate Social Responsibility (CSR)

- During the periods mentioned above, there have been no transfers amongst the levels of hierarchy.

- The carrying amounts of Security deposits (current), trade receivables, other current financial assets, cash and cash
equivalents, current fixed deposits with banks, current borrowings, trade payables and other current financial liabilities are
considered to be approximately equal to their fair value, since those are current in nature.

Fair value hierarchy

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

- The fair values computed above for assets measured at amortised cost are based on discounted cash flows using a current
borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of indirectly observable
inputs.

Valuation process

The Company evaluates the fair value of financial assets and financial liabilities on periodic basis using the best and most
relevant data available.

41 Fair value measurements (Contd.)

Financial risk management objectives and policies

The Company's principal financial liabilities, other than derivatives, comprise borrowings, lease liabilities, trade and other
payables. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal
financial assets include trade and other receivables, and cash and cash equivalents that derive directly from its operations
The Company also holds investments.

The Company is exposed to market risk, credit risk and liquidity risk. Company's senior management oversees the
management of these risks. It is Company's policy that no trading in derivatives for speculative purposes may be undertaken.
The Board of Directors review and agree policies for managing each of these risks, which are summarised below.

a) Market risk

Market risk is the risk of any loss in future earnings, in realisable fair value or in future cash flows that may result from a
change in the price of a financial instrument. The value of a financial instrument may change as a result of change in the
interest rates, foreign currency exchange rates, liquidity and other market changes. Future specific market movements
cannot be normally predicted with reasonable accuracy.

I. Interest rate sensitivity

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market interest rates. Company does not have significant exposure to the risk of changes in market interest rates as
Company's long-term debt obligations is at fixed interest rates.

II. Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign
exchange rates. However, the Company is not exposed to foreign currency risk since it has no unhedged exposure as at reporting
date.

b) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a
reasonable price. For the Company, liquidity risk arises from obligations on account of financial liabilities - borrowings, lease
liabilities, trade payables and other financial liabilities.

Liquidity risk management

Company's treasury department is responsible for liquidity and funding as well as settlement management. In addition,
processes and policies related to such risks are overseen by senior management. Management monitors the Company's net
liquidity position through rolling forecasts on the basis of expected cash flows.

c) Credit risk

Credit risk arises from cash and bank balances, current and non-current financial assets, trade receivables and other financial
assets carried at amortised cost.

Credit risk management

To manage credit risk, the Company periodically assesses the financial reliability of customers and other counterparties,
taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts
receivable. Individual risk limits are set accordingly. The Company uses a provision margin to compute the expected credit
loss allowance for trade receivable.

Bank balances are held with only high rated banks. Trade receivables are generally recovered within the credit period.
Accordingly, the provision for impairment is considered immaterial. Also, trade receivables are monitored on periodic basis
for any non-recoverability of the dues.

41 Fair value measurements
Trade receivables:

The ageing of trade receivables and expected credit loss analysis on these trade receivables is given in the table below:

Terms and conditions of transactions with related parties :

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length
transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs vide cash/bank
payment. There have been no guarantees received or provided for any related party receivables or payables. For the year
ended 31 March 2025, Company has not recorded any impairment of receivables relating to amounts owed by related
parties (31 March 2024: Nil). This assessment is undertaken each financial year through examining the financial position of
the related party and the market in which the related party operates.

45 Segment Reporting

The Company is engaged only in the Goods Transport Business which, in the context of Indian Accounting Standard 108
'Operating Segments' and in the opinion of the Chief Operating Decision-maker, constitutes a single reportable business
segment as on 31 March 2025.

The Company offers services for the transportation of goods across India using a range of road transportation solutions to its
customers, including less than full truck load and full truck load. Under this segment, the Company provides courier services
for transportation of small parcels and documents using range of multi-modal solutions.

Other Information

47 Subsequent Events:

There are no subsequent events that would require adjustments or disclosures in the financial statements as at the
Balance Sheet date.

50 General Information

a) Trade Receivables, Trade Payables and Advances from Customers / to Vendors balances are subject to balance
confirmation and reconciliation, if any.

b) Additional Regulatory information

i. The Company does not have any Immovable Property whose title deeds are not held in the name of the Company,
except for the cases mentioned in note no. 2(a)

ii. The Company does not have any Benami property, where any proceeding has been initiated or pending against
the Company for holding any Benami property.

iii. The Company has not granted any loans or advances in the nature of loans to promoters , directors, KMPs and
related parties (as defined under Companies Act , 2013), either severally or jointly with any other person, that are
repayable on demand or without specifying any terms or period of repayment.

iv. Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in
agreement with the books of accounts.

v. The Company has not been declared as a willful defaulter by any lender who has powers to declare a company as
a willful defaulter at any time during the financial year or after the end of reporting period but before the date when
the financial statements are approved.

vi. The Company does not have any transactions with struck-off companies.

vii. The Company does not have any charges or satisfaction which is yet to be registered with the Registrar of
Companies (ROC) beyond the statutory period.

viii. The company has not advanced or loaned or invested funds to any other person(s) or entity(is), including foreign
entities(intermediaries), with the understanding that the intermediary shall:

i. Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Company (Ultimate Beneficiaries), or

ii. Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

ix. The Company has not received any funds from any person(s) or entity(ies), including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

i. Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Funding Party (Ultimate beneficiaries), Or

ii. Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

x. The Company does not have any transactions which is not recorded in the books of accounts but has been

surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (Such as,
search or survey or any other relevant provisions of the Income Tax Act, 1961).

xi. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

xii. The Company has utilised funds raised from issue of securities or borrowings from banks and financial institutions
for the specific purposes for which they were issued/taken.

xiii. The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies
Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.


 
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