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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.) 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 

(x) Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Company has a present obligation as a result of past events, for which it
is probable that an outflow of resources embodying economic benefits will be required to settle the obligation
and a reliable estimate of the amount can be made. Provisions are measured at the best estimate of the amount
required to settle the present obligation at the balance sheet date. If the effect of the time value of money is
material, provisions are discounted to reflect its present value using a current pre-tax rate that reflects the current
market assessment of the time value of money and the risks specific to the obligation. When discounting is used,
the increase in the provision due to the passage of time is recognised as a finance cost. Where the Company
expects a provision to be reimbursed, the reimbursement is recognised as a separate asset, only when such
reimbursement is virtually certain.

A disclosure for a contingent liability is made where there is a possible obligation that arises from past
events and the existence of which will be confirmed only 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 the 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. Provisions are reviewed
regularly and are adjusted where necessary to reflect the current best estimates of the obligation.

Contingent asset is not recognised in the financial statements. However, contingent assets are assessed
continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and related income
are recognised in the period in which the change occurs.

(xi) Employee benefits

(a) Short-term employee benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as short-term
employee benefits and are measured on undiscounted basis. Benefits such as salaries, wages, and performance
incentive etc. are recognised in the period in which the employee renders the related service. A liability is

recognised for the amount expected to be paid if the Company has a present legal or constructive obligation to
pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(b) Other long-term employee benefits

The Company’s net obligation in respect of other long-term employee benefits, i.e., compensated absence is the
amount of future benefit that employees have earned in return for their service in the current and previous years.
That benefit is discounted to determine its present value. Liability for such benefits is provided on the basis of
actuarial valuations, as at the balance sheet date, carried out by an independent actuary using the projected unit
credit method. Actuarial gains and loss are recognised in the statement of profit and loss during the period in
which they arise. The Company has unconditional right to defer the settlement beyond 12 months from reporting
date in the case of provisions, disclosed as non-current.

(c) Gratuity - Defined benefit plan

Liability for post-retirement benefit plan such as gratuity for eligible employees of the Company in India are
calculated using projected unit credit method on the basis of actuarial valuation carried out by an independent
actuary as at the reporting date. The Company established the VRL Employees Group Gratuity Trust to fund the
gratuity plan. Re-measurement, comprising actuarial gains and losses, the effect of the changes to the asset
ceiling (if applicable), and the return on plan assets (excluding net interest), is recognised in OCI in the period
in which they occur. Re-measurement recognised in OCI is presented separately in 'Other equity' and will not be
reclassified to profit or loss.

The present value of the defined benefit obligation is determined by discounting the estimated future cash
outflows by reference to market yields at the end of the reporting period on government bonds that have terms
approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation
and the fair value of plan assets. This cost is included in 'Employee benefits expense' in the statement of profit
and loss.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments
are recognised immediately in the statement of profit and loss as past service cost.

(d) Defined contribution plans

The Company has defined contribution plan for post employment benefits in the form of provident fund,
employees' state insurance and labour welfare fund. Under the defined contribution plan, the Company has no
further obligation beyond making the contributions. Such contributions are charged to the statement of profit and
loss as incurred.

(e) Termination benefits

Termination benefits are recognised in the statement of profit and loss at the earlier of the following dates:

- when the Company can no longer withdraw the offer of those benefits; or

- when the Company recognises costs for a restructuring that is within the scope of Ind AS 37 "Provisions,
Contingent Liabilities and Contingent Assets" and involves the payment of termination benefits.

Benefits falling due more than 12 months after the end of the reporting date are discounted to their present value
in the balance sheet.

(xii) Income recognition

Revenue recognition

When a performance obligation is satisfied, the Company recognises as revenue the amount of the transaction
price (net of estimated variable consideration) that is allocated to that performance obligation. Transaction price
is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised
goods or services to a customer, excluding amounts collected on behalf of third parties.

Ind AS 115 "Revenue from Contract's with Customers" specifies five step model for revenue recognition:

1. Identify the contract with a customer;

2. Identify the separate performance obligations in the contract;

3. Determine the transaction price;

4. Allocate the transaction price to the separate performance obligations; and

5. Recognize revenue when (or as) each performance obligation is satisfied.

The Company accounts for a contract when it has approval and commitment from all parties, the rights of the
parties are identified, payment terms are identified, the contract has commercial substance and collectability of
consideration is probable.

Revenue is recognised in the statement of profit and loss with the contracted price showing separately each
of the adjustments made to the contract price and specifying the nature and amount of each such adjustment
separately.

The Company satisfies a performance obligation and recognises revenue over time, if one of the following criteria
is met:

1. The customer simultaneously receives and consumes the benefits provided by the Company's performance
as the Company performs; or

2. The Company's performance creates or enhances an asset that the customer controls as the asset is created
or enhanced; or

3. The Company's performance does not create an asset with an alternative use to the Company and an entity
has an enforceable right to payment for performance completed to date.

For performance obligations where one of the above conditions are not met, revenue is recognised at the point
in time at which the performance obligation is satisfied.

Revenue is measured based on the transaction price (which is the consideration, adjusted for discounts and
returns, etc., if any) that is allocated to that performance obligation. The adjustments are generally accounted for
as variable consideration estimated in the same period the related sales occur.

The Company does not expect to have any contracts where the period between the transfer of the promised
goods or services to the customer and payment by the customer exceeds one year. As a consequence, it does
not adjust any of the transaction prices for the time value of money.

Revenue from goods transport services and courier services

Revenue from goods transport services and courier services is recognised at a point in time, when control of
the goods is transferred to the customer. Control is considered to be transferred when the goods are delivered
to the customer, as per the agreed contractual terms, at which the company obtains a present right to recive
consideration for the services rendered.

Other operating income (sale of scrap)

Revenue from sale of scrap is recognised at the point in time when control of the goods is transferred to the
customer in accordance with the terms of the contract.

Significant financing component

The Company considers all relevant facts and circumstances in assessing whether a contract contains a financing
component and whether that financing component is significant to the contract, including both the conditions:

(a) the difference, if any, between the amount of promised consideration and the cash selling price of the promised
goods or services; and

(b) the combined effect of both the following conditions:

- the expected length of time between when the entity transfers the promised goods or services to the
customer and when the customer pays for those goods or services; and

- the prevailing interest rates in the relevant market.

Trade receivables and contract liabilities

Trade Receivable, net is primarily comprised of billed receivables for which the Company has an unconditional
right to consideration, net of loss allowance.

Contract liabilities consist of revenue received in advance. The difference between opening and closing balance
of the contract liabilities results from the timing differences between the performance obligation and customer
payment.

(xiii) Other income

Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the
Company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by
reference to the principal outstanding and at the effective interest rate applicable, which is the rate that discounts
estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount
on initial recognition.

Dividend income from investments is recognised when the right to receive payment has been established,
provided that it is probable that the economic benefits will flow to the Company and the amount of income can
be measured reliably.

Other income is recognised when it is probable that the economic benefits will flow to the Company and amount
of income can be measured reliably.

(xiv) Recent accounting pronouncements

Ministry of Corporate Affairs ('MCA') has notified the Companies (Indian Accounting Standards) Second
Amendment Rules, 2025:

~ Lack of exchangeability - Amendments to Ind AS 21

~ Classification of liabilities as current or non-current and non-current liabilities with covenants - Amendments
to Ind AS 1

~ Supplier Finance Arrangements - Amendment to Ind AS 7 and Ind AS 107

~ International Tax Reforms - Pillar Two Model Rules - Amendment to Ind AS 12

The Company has reviewed the new pronouncements and based on its evaluation has determined that it is not
likely to have any material impact in its financial statements.

New standards and amendments issued but not effective - MCA has issued Ind AS 118 "Presentation
and Disclosure in Financial Statements" ('Ind AS 118'), which will replace Ind AS 1 "Presentation of Financial
Statements" and is effective for annual reporting periods beginning on or after 1 April 2027. Ind AS 118 introduces
revised presentation requirements in the statement of profit and loss and enhanced disclosure requirements.
The standard is expected to impact presentation and disclosures but not the recognition and measurement. The
Company is currently evaluating the impact of this standard on the accompanying financial statements.

Premises given on operating lease

The Company has given a part of its Varur building on lease to VRL Media Private Limited. This arrangement is classified as
operating leases from a lessor perspective because all the risks and rewards incidental to the ownership of the assets are not
transferred substantially to the lessee. The cancellable lease arrangement range for a period of 9 years starting from financial year
ended 2022 with an escalation of 5% after every 3 years. The lease will be terminated on completion of the term.

Valuation process

"The fair value of investment property was determined by an accredited external independent property valuer using the best
evidence of fair value in an active market for similar properties. The said property valuer is a registered valuer as defined under
Rule 2 of the Companies (Registered Valuers and Valuation) Rules, 2017.

The fair value measurement has been categorised as level 3 fair value based on the inputs to the valuation technique used.

The Company has no restrictions on the realisability of its investment property. The contractual obligation related to repair,
maintenance and enhancement is with the Company.

Notes:

1) Refer note 33 for information on credit risk.

2) Refer note 13 for information on assets provided as collateral or security for borrowings or financing facilities availed by the Company

3) There are no repatriation restrictions with regard to margin money deposits, as at the end of the reporting year and previous year.

4) Loans or advances to specified person

The Company has not granted any loan or advance in the nature of loan, during the current and previous year, to promoters, direc¬
tors, KMPs or other related parties, either severally or jointly with any other person, that is repayable on demand or without speci¬
fying any terms or period of repayment. Also, no such loan or advance in nature of loan is outstanding as at 31 March 2026 and 31
March 2025.

5) The Company has not given any loan or advance in the nature of loan to any entity during the year ended 31 March 2026 and 31
March 2025. Therefore, disclosure under Regulation 53(1)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is not applicable.

Above amounts have been included in the line item "Contribution to provident fund and other funds" in note 23. Also,
the obligation of the Company is limited to the amount contributed and it has no further contractual or con structive
obligation.

(b) Defined benefit plans - gratuity

Under the gratuity plan, every employee who has completed at least five years of service gets a gratuity on departure at
15 days of last drawn salary for each completed year of service. This defined benefit plan is governed by The Payment
of Gratuity Act, 1972. The gratuity plan for the staff is a funded plan and the Company makes contributions to VRL
Employees Group Gratuity Trust. Liabilities in respect of the gratuity plan are determined by an actuarial valuation, based
upon which the Company makes contributions to the above mentioned fund. The trustees of the fund are responsible
for the overall governance of the plan in accordance with the provisions of the trust deed and rules in the best interests
of the plan participants. They are tasked with periodic reviews of the solvency of the fund and play a role in the long¬
term investment, risk management and funding strategy. The gratuity plan for drivers and hamals is an unfunded plan.

The Company's investment strategy in respect of its funded plan is implemented within the framework of the applicable
statutory requirements. The plan expose the Company to a number of actuarial risks such as investment risk, interest
rate risk, longevity risk and inflation risk. The Company has developed policy guidelines for the allocation of assets
to different classes with the objective of controlling risk and maintaining the right balance between risk and long¬
term returns in order to limit the cost to the Company for the benefits provided. To achieve this, investments are well
diversified, such that the failure of any single investment would not have a material impact on the overall level of assets.

Each year, the Board of Trustees reviews the level of funding in the plan assets. Such a review includes the asset-liability
matching strategy and investment risk management policy. This includes employing the use of annuities and longevity swaps
to manage the risks.

The weighted average duration of DBO at the end of the reporting period for staff is 7.15 years (31 March 2025: 7.22 years).

The weighted average duration of DBO at the end of the reporting period for drivers and hamals is 3.38 years (31
March 2025: 3.25 years).

The Company expects to make a contribution of ' 754 lakhs (31 March 2025: ' 1,230 lakhs) to the defined benefit plan
during the next financial year.

(c) Compensated absences

The leave obligations cover the Company's liability for sick and earned leave. Leave encashment is payable to the
eligible employees on separation from the entity due to death, retirement, superannuation or resignation. All
eligible employees are entitled to avail leave while serving in the entity. Accumulating paid absences (earned
leaves) may be either vesting (in other words, employees are entitled to a cash payment for unused entitlement
on superannuation or resignation or retirement) or non-vesting (when employees are not entitled to a cash
payment for unused entitlement on superannuation or resignation or retirement). An obligation arises as
employees render service that increases their entitlement to future paid absences. The obligation exists,
and is recognised, even if the paid absences are non-vesting, although the possibility that employees may
leave before they use an accumulated non-vesting entitlement affects the measurement of that obligation.

As per Ind AS 12 "Income Taxes", a deferred tax asset ('DTA') shall be recognised for the carry forward of unused tax
loss, unused tax credits and taxable timing differences to the extent it is probable that future taxable profit will be
available against which the unused tax loss, unused tax credits and taxable timing differences can be utilised.

The Company offsets tax assets and tax liabilities, if and only if, it has a legally enforceable right to set off tax assets and
tax liabilities and entity's intention is to settle on a net basis or to realise the asset and settle the liabilities simultaneously,
and deferred tax assets and deferred tax liabilities relate to the income taxes levied by the same tax authorities.

* The movement during the year is primarily due to the termination of significant lease contracts. The derecognition
of ROU assets and related lease liabilities gave rise to changes in temporary differences, resulting in a net increase in
taxable temporary differences.

** The increase during the year is primarily on account of the acquisition of vehicles, where depreciation is claimed at
higher rates under the Income-tax Act compared to the SLM method over a longer useful life under the Act. This timing
difference has led to an increase in taxable temporary differences.

(a) Performance obligation

In case of goods transport and courier service, revenue is recognised on satisfaction of performance obligation upon
transfer of control of promised products or services to customers in an amount that reflects the consideration the Company
expects to receive in exchange for those products or services. The performance obligation is satisfied at a point in time.

Revenue from sale of scrap is recognised at the point in time when controls of the goods is transferred to the customer
in accordance with the terms of the contract.

(b) Disaggregation of revenue

The tables below present disaggregated revenue from contracts with customers by customer location (geography),
timing of revenue recognition, and type of channel. The Company believes this disaggregation best depicts how
the nature, amount, timing and uncertainty of revenues and cash flows are affected by industry, market and other
economic factors..

28 Earnings Per Share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity
shareholders of the Company by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity
shareholders of the Company and the weighted average number of shares outstanding during the period, are adjusted
for the effects of all dilutive potential equity shares.

(a) The Company is contesting all of the above demands and the management believes that its positions are likely to be
upheld at the appellate stage. No expense has been accrued in the financial statements for the aforesaid demands. The
management believes that the ultimate outcome of these proceedings are not expected to have a material adverse effect on
the Company's financial position and results of operations and hence no provision has been made in this regard.

(b) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above, pending
resolution of the respective proceedings.

(c) The amounts disclosed above represent the best possible estimates arrived at on the basis of available information and
do not include any interest/ penalty payable.

(d) The Company does not expect any reimbursements in respect of the above contingent liabilities.

(e) Amount outstanding as at balance sheet date represents gross demand raised by the tax authorities, as amount paid
under protest is not charged to the statement of profit and loss by the Company.

(f) It represents demands raised by direct and indirect tax authorities on various grounds, which are contested by the
Company.

(g) The Department of Stamps and Registration, Government of Karnataka issued a notice to the Company regarding stamp
duty alleged to be payable on the acknowledgment of delivery of letters, documents, parcels, packages, or consignments, in
accordance with Article 1(ii) of the Schedule to the Karnataka Stamp Act, 1957. The Company challenged the constitutional
validity of this provision by filing a Writ Petition before the Hon'ble High Court of Karnataka, Circuit Bench at Dharwad.

During the hearing, the Hon'ble Court directed that, upon deposit of ^25 lakhs, the authorities shall refrain from taking
any coercive action against the Company and shall proceed to determine the applicable stamp duty liability. The Company
deposited ^ 25 lakhs with respect to such matter. The department has not yet determined the quantum of stamp duty, if
any, payable by the Company.

Based on the assessment of the management, no financial liability is expected to arise from this matter. As the potential
financial impact, if any, cannot presently be ascertained, no amount has been recognized or disclosed as a contingent liability
in this regard.

(h) The customs duty matter pertains to an alleged violation of the terms and conditions of the Non-Scheduled Air Transport
Service, as asserted by the Customs Department to the extent the liability can be quantified. The Department issued a Show
Cause-cum-Demand Notice alleging non-compliance with the applicable conditions and, among other claims, sought to levy
customs duty on the import of an aircraft along with interest and associated penalties/ fines. The Company had originally
availed the exemption permitted under the Customs Act, 1962 (the 'Customs Act') and had been assessed at Nil duty at the
time of import.

The Company, without prejudice to its legal rights, deposited the customs duty and interest demanded amounting to ^ 688
lakhs under protest and submitted detailed responses contesting the allegations raised in the notice. During financial year
2023-24, CESTAT (Ahmedabad) ruled in the favour of the Company, and the Customs Department refunded the amount
deposited earlier. Following this, the Company has made an application seeking interest on the refunded amount for the
period it remained under protest.

During the financial year 2024-25, the Customs Department filed a civil application with the Gujarat High Court challenging
the CESTAT (Ahmedabad) order and seeking condonation of delay. The High Court issued a notice to the Company.

In a separate matter, the Company received an order requiring payment of differential customs duty amounting to ^ 4 lakhs
relating to the import of an aircraft windshield for maintenance purposes. The Company filed an appeal against this order,
and the matter remains pending adjudication.

(i) It represents the estimated liability based on independent legal opinion obtained by the management in relation to
various cases of Motor Vehicle Accidents, consumer disputes, workmen compensation, etc. filed against the Company.

(j) With respect to income tax, the Company received assessment orders from the Income Tax authorities for financial year
2016-17 in respect of certain matters which are currently under dispute. These primarily relate to (i) disallowance of gratuity
(ii) denial of deduction under Section 80JJAA of the Income-tax Act, 1961 ('IT Act') on account of procedural delay in filing
Form 10DA, (iii) disallowance of certain aircraft-related expenses, (iv) addition made by applying an average profit margin
for AY 2017-18 without considering the increase in various operating costs, and (v) disallowance of lease-related expenses
and leasehold improvements treated as capital in nature, and raised a demand for aforementioned matters amounting to ^
1,226 lakhs.

The Company had filed appeals against these matters. Based on legal advice and internal assessment, management believes
that these positions are tenable and does not expect any material liability to arise on their ultimate resolution.

(k) During the financial year 2025-26, the assessment for FY 2023-24 was completed under section 143(3) of the Income-tax
Act. The assessment was completed by accepting the Return of Income as filed by the Company without any disallowances
or any additions. Subsequently, while processing the order, the Centralized Processing Centre (CPC) raised a demand of ^
5,186 lakhs under section 156 of IT Act, primarily due to apparent computational errors, including non-grant of credit for
advance tax, TDS/ TCS, and tax paid on buyback not being given the credit , as well as incorrect levy of interest under section
234B of IT Act. Consequently, the Company has filed a rectification application under section 154 of IT Act.

Based on management's assessment, the erroneous demand made by the Income Tax Department does not represent a
valid obligation, as it has arisen solely from processing inaccuracies. Accordingly, no amount is payable by the Company
and the likelihood of any cash outflow is considered very remote, and therefore this matter does not give rise to either any
potential liability or a contingent liability for the purposes of these financial statements.

(A) Company as a lessee

The Company's leased assets primarily comprise building premises used for branch operations and transshipment hubs,
covered under lease agreements with varying lease terms. For extension/ termination options, management exercises
significant judgement in determining whether the extension or termination option is reasonably expected to be exercised.
Since it is reasonably certain to not exercise extension and/ or termination option, the Company has opted to ignore
extension and termination option in determination of lease term. Further, Company is not exposed to any variable lease
payments or residual value guarantee.

1. Fair value of cash and cash equivalents, bank balances other than cash and cash equivalents, trade receivables, trade
payables and other current financial assets/ liabilities approximate their carrying amounts largely due to short term maturities
of these instruments. The trade receivables do not have a significant financing component and there is no significant benefit
of financing to either of the parties.

2. Financial instruments are evaluated by the Company based on parameters such as individual credit worthiness of
the counter-party. Based on this evaluation, allowances are taken to account for expected losses on these receivables.
Accordingly, fair value of such instruments is not materially different from their carrying amounts.

3. The fair value for deposits is calculated based on cash flows discounted using market interest rate on the date of initial
recognition and subsequently on each reporting date. The lease liability is initially recognised at the present value of the
future lease payments and is discounted using the interest rate implicit in the lease or, if not readily determinable, using the
incremental borrowing rates and subsequently measured at amortised cost.

4. The fair value of long term borrowings approximate their carrying amounts due to the fact that no significant upfront fees
is paid as compensation to secure the borrowing and the interest rate is equal to the market interest rate.

5. Based on management's assessment, the fair value of the investment in unquoted equity instruments approximates
their carrying amount, having regard to the nature of the investee, recent financial information available, and absence of
observable indicators of impairment or value enhancement. Accordingly, no material fair value gain or loss is recognised.

6. The Company receives refundable security deposits from various agencies/ business partners in the ordinary course of
its operations across different jurisdictions. These deposits are non-interest bearing and are repayable upon cessation of
the respective business relationship. The Company has assessed the fair value of such deposits by estimating the expected
tenure of the underlying business relationships based on historical trends and applying an appropriate market-based
discount rate. Based on this evaluation, the difference between the transaction value and the fair value of these deposits at
initial recognition is not material to the financial statements. Accordingly, these deposits are recognised at their transaction
value, which approximates their fair value, and no material adjustment has been recorded on account of discounting. This
assessment is reviewed periodically.

7. The Company collects refundable security deposits from certain drivers as a risk mitigation measure. These deposits
are non-interest bearing and are refundable upon cessation of employment or retirement, subject to applicable terms.
The Company assess the fair value of such deposits by estimating the expected tenure of employment based on historical
attrition patterns and applying an appropriate market-based discount rate. Based on the assessment, the difference between
the transaction value and the fair value at initial recognition is not material to the financial statements. Accordingly, these
deposits are recognised at their transaction value, which approximates their fair value, and no material adjustment has been
recorded on account of discounting. This assessment is reviewed periodically.

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by
valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical financial assets or liabilities.

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

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable
market data (unobservable inputs). This means that fair values are determined in whole or in part using a valuation model
based on assumptions that are neither supported by prices from observable current market transactions in the same
instrument nor are they based on available market data. However, the fair value measurement objective remains the same,
that is, to estimate an exit price from the perspective of the Company.

There have been no transfer amongst the levels of fair value hierarchy during the year.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines
whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the lowest level
input that is significant to the fair value measurement as a whole) at the end of each reporting period.

B) Financial risk management objectives and policies

The Company's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company's primary
focus is to foresee the unpredictability of financial markets and seek to minimise potential adverse effects performance. The
Company has implemented a robust Business Risk Management framework to identify and evaluate business risks and
opportunities. This framework seeks to create transparency and minimise adverse impact on the business and also enhance
the Company's competitive advantage. The business risk framework defines the risk management approach across the
enterprise at various levels including documentation and reporting. The framework has different risk models for identifying
risks, exposure and potential impact analysis at a Company level. The Audit Committee of the Board periodically reviews the
risk management framework. Such risks are summarised below:

(a) Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in
market rates and prices. The Company's size and operations result in limited exposure to interest risk, which may affect the
Company's income and expenses, or the value of its financial instruments. The Company's exposure to and management of
this risk is explained below.

Foreign currency risk is not applicable, as the Company's transactions are predominantly denominated in Indian Rupees.
Price risk exposure is limited to the Company's investment in unquoted equity instruments. Given that such investment is
insignificant in relation to the overall financial position of the Company, and the related fair value changes are not material,
the impact of price risk on the statement of profit and loss and equity is not considered significant.

Interest risk

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. The Company's exposure to the risk of changes in market interest rates relates primarily to the
Company's debt obligations.

(b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company
manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when
due. The Company manages its liquidity needs by monitoring scheduled debt servicing payments for financial liabilities as
well as forecast cash inflow and outflows due in day to day business. In addition, processes and policies related to such
risks are overseen by senior management. The Company's management monitors the net liquidty position through rolling
forecast on the basis of expected cash flows.

The Company has undrawn ^ 12,700 lakhs cash credit and overdraft facilities that is secured and can be drawn down to
meet short-term financing needs. Interest would be payable at a rate mutually agreed with banks at the time of drawdown.

(c) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet
its contractual obligations, and arises from cash and cash equivalents, bank balances other than cash and cash equivalents,
security deposits as well as credit exposures to customers including outstanding receivables. The maximum exposure to
credit risk is equal to the carrying value of the financial assets.

Trade receivables

The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. To manage
this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition,
current economic trends, forward looking macroeconomic information, analysis of historical bad debts and ageing of
accounts receivables. Individual risk limits are set accordingly. The Company's exposure to credit risk is influenced mainly by
the individual characteristics of each customer. The demographics of the customer including the default risk of the industry
and country in which the customer operates also has an influence on credit risk assessment.

The expected credit loss rates are based on the payment profiles of sales over a period of 3 years before the reporting
date and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to
reflect current and forward-looking information on macro-economic factors affecting the ability of the customers to settle
the receivables. The Company recognises lifetime expected losses for all trade receivables that do not constitute a financing
component.

The Company has no concentration of credit risk as the customer base is widely distributed both economically and
geographically.

Outstanding customer receivables are regularly monitored.

Other financial assets

The Company periodically monitors the recoverability and credit risks of its other financial assets. The Company evaluates 12
months expected credit losses for all the financial assets for which credit risk has not increased significantly. In case credit risk
has increased significantly, the Company considers life time expected credit losses for the purpose of impairment provisioning.

The Company has considered financial condition, current economic trends, forward looking macroeconomic information,
analysis of historical bad or doubtful receivables and ageing of receivables related to cash and cash equivalents and bank
balances other than cash and cash equivalents, security deposits, and other financial assets. In most of the cases, risk
is considered low since the counterparties are reputed organisations with no history of default to the Company and no
unfavourable forward looking macro economic factors. Wherever applicable, expected credit loss allowance is recorded.

Cash and cash equivalents, other bank balances including term deposits

The Company's exposure to credit risk is considered low, as it places its surplus funds only with scheduled commercial banks
and reputed financial institutions having strong credit profiles.

The Company continuously monitors the creditworthiness of these counterparties and diversifies its deposits across multiple
banks to mitigate concentration risk. These financial assets are neither past due nor impaired as at the reporting date.

Security deposits for leased premises

The Company has provided interest-free, refundable security deposits to landlords in respect of rented buildings. These
deposits are recoverable at the end of the lease tenure, subject to compliance with the terms and conditions of the respective
lease agreements. Credit risk associated with security deposits is considered low as (i) security deposits are provided to
identified and contractually bound lessors under legally enforceable lease agreements, (ii) deposits are recoverable against
possession of leased premises and are not subject to discretionary settlement, (iii) the Company assesses the creditworthiness
and reputation of the lessors at the time of entering into lease arrangements, and (iv) there has been no instance of default
or non-recovery of security deposits in the past. Considering these facts, the probability of default is considered remote, and
accordingly, no material loss allowance has been recognised during the year.

Bad debts during the year ... .

The Company does not require collateral in respect of trade receivables. Also, there are no such receivables for which no loss
allowance is recognised because of collateral.

34 Capital risk management

The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to
optimise returns to its shareholders.

The capital structure of the Company is based on management's judgement of the appropriate balance of key elements in
order to meet its strategic and day-to-day needs. Management considers the amount of capital in proportion to risk and
manages the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders,
return capital to shareholders or issue new shares.

The Company's policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain
investor, creditors and market confidence and to sustain future development and growth of its business. The Company will
take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

Reasons for variance of more than 25% as compared to previous year:

(A) The improvement in net profit ratio is primarily driven by significant margin expansion arising from reduction in key
operating costs (especially diesel costs), coupled with stable revenue growth by improving freight realisations and
disciplined cost management.

(B) The movement is attributable to both higher yield on deployed funds and denominator compression before the year end.

37 Segment information

The Company is primarily engaged into business of goods transport services. The Chief Operating Decision Maker
(CODM) reviews the Company's performance as a single segment. As the activities of the Company comprise of only
one segment and accordingly, the financial results are reflective of the information required by Ind AS 108 'Operating
Segments'. Also, the entire operations of the Company in terms of location of assets are within India.

38 Subsequent events

There are no subsequent events which warrant adjustment or disclosure in the financial statements.

39 Additional regulatory information required by Division II Schedule III of the Act

a) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current and previous year.

b) Relationship with struck off companies

There is no transaction and year-end balance as at 31 March 2026 and 31 March 2025 with struck off companies.

c) Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under section 2(87) of the Act for the years ended 31
March 2026 and 31 March 2025.

d) Compliance with approved scheme of arrangements

The Company has not entered into any scheme of arrangement in terms of section 230 to 237 of the Act for the year
ended 31 March 2026 and 31 March 2025.

e) Utilisation of borrowed funds and share premium (year ended 31 March 2026 and 31 March 2025)

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

(a) 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

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Further, the Company has not advanced or loaned or invested (either from borrowed funds or share premium or any
other sources or kind of funds) to any other persons or entities, including foreign entity ('Intermediaries') with the
understanding (whether recorded in writing or otherwise) that the Intermediary shall:

(a) 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

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

f) Undisclosed income

The Company has not entered into any such transaction which is not recorded in the books of account that 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).

40 Audit trail

The Ministry of Corporate Affairs ('MCA') prescribed a requirement for companies under the proviso to Rule 3(1) of the
Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules, 2021 requiring companies,

which use accounting software for maintaining their books of account, to use only such accounting software which has
a feature of recording audit trail of each and every transaction, creating an audit log of each change made in the books
of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.

The Company has used accounting software for maintaining its books of account which have a feature of audit trail (edit
log) facility and the same was enabled at the application level. During the year ended 31 March 2026, the Company has
not enabled the feature of recording audit trail (edit log) at the database level for the said accounting software to log any
direct data changes. Additionally, the audit trail has been preserved by the Company as per the statutory requirements
for record retention where such feature was enabled.

41 Authorisation of financial statements

The financial statements have been reviewed and recommended by the Audit Committee and were thereafter approved
by the Board of Directors of the Company, at their respective meetings held on 18 May 2026.

Previous year figures have been regrouped, reclassified and rearranged wherever necessary, to conform to this year's
presentation, and these are not material to the financial statements.


 
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