General information about company |
|
|---|---|
| Scrip Code | 539118 |
| NSE Symbol | VRLLOG |
| MSEI Symbol | NOTLISTED |
| ISIN | INE366I01010 |
| Name of the entity | VRL LOGISTICS LIMITED |
| Date of start of financial year | 01-Apr-2025 |
| Date of end of financial year | 31-Mar-2026 |
| Reporting Quarter | Yearly |
| Date of Quarter Ending | 31-Mar-2026 |
| Type of company | Equity |
| Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity? | Yes |
| Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity? | Yes |
| Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity? | No |
| Reason For Part C Of Annexure I Disclosure Of Acquisition Of Shares OrVotingRightsInUnlistedCompaniesIsNotApplicableToTheEntity | No such declaration is necessary as no aquisation of shares or voting rights was taken place in the Unlisted Companies by the Company. |
| Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity? | Yes |
| Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity? | Yes |
| Whether Annexure I (Part F) of the SEBI Circular dated December 31, 2024 related to Disclosure Of Loans / Guarantees / Comfort Letters / Securities Etc. is Applicable to the entity? | No |
| Reason For Part F Of Annexure I Disclosure Of Loans Or Guarantees Or Comfort Letters Or Securities Etc Is Not Applicable To The Entity | No deisclosure is required as there was no loans/guarantees/comfort letters/security given directly or indirectly to the Directors or their relatives or entity in which directors or thier relatives interested |
| Risk management committee | Yes |
| Market Capitalisation as per immediate previous Financial Year | Top 1000 listed entities |
| Is SCORE ID Available ? | Yes |
| SCORE Registration ID | v392 |
| Reason For No SCORE ID | |
| Type of Submission | New |
| Remarks (website dissemination) | |
Annexure I |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Annexure I to be submitted by listed entity on quarterly basis | ||||||||||||||||||||||||||
| I. Composition of Board of Directors |
| Disclosure of notes on composition of board of directors explanatory | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Whether the listed entity has a Regular Chairperson | Yes | |||||||||||||||||||||||||
| Whether Chairperson is related to MD or CEO | Yes | Disqualification of Directors under section 164 of the Companies Act, 2013 | ||||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Reason for Cessation | Notes for not providing PAN | Notes for not providing DIN |
| 1 | Mr. | VIJAY BASAVANNEPPA SANKESHWAR | 00217714 | Executive Director | Chairperson related to Promoter | MD | 02-Aug-1950 | No | Active | NA | 15-Jun-2005 | 01-Jan-2022 | 1 | 0 | 0 | 0 | ||||||||||
| 2 | Mr. | ANAND VIJAY SANKESHWAR | 00217773 | Executive Director | Not Applicable | MD | 14-Nov-1974 | No | Active | NA | 19-Jun-2007 | 01-Apr-2024 | 1 | 0 | 0 | 0 | ||||||||||
| 3 | Mr. | SHIVA A SANKESHWAR | 09236519 | Non-Executive - Non Independent Director | Not Applicable | 05-Aug-2001 | No | Active | NA | 18-Jan-2024 | 06-Aug-2025 | 1 | 0 | 0 | 0 | |||||||||||
| 4 | Mr. | RAMANAND LAXMINARAYAN BHAT | 01875068 | Executive Director | Not Applicable | 27-Jan-1959 | No | Active | NA | 04-Aug-2017 | 04-Aug-2022 | 1 | 0 | 0 | 0 | |||||||||||
| 5 | Mr. | SHANKAR VASANTRAO PINGE | 10847936 | Non-Executive - Independent Director | Not Applicable | 16-Jul-1960 | No | Active | NA | 19-Feb-2025 | 19-Feb-2025 | 13 | 1 | 1 | 2 | 1 | ||||||||||
| 6 | Mr. | SHANTILAL DHANRAJ JAIN | 00571902 | Non-Executive - Independent Director | Not Applicable | 18-Aug-1954 | No | Active | NA | 07-Aug-2023 | 07-Aug-2023 | 32 | 1 | 1 | 2 | 1 | ||||||||||
| 7 | Mr. | VIRUPAXAGOUDA ANNADANAGOUDA PATIL | 10395538 | Non-Executive - Independent Director | Not Applicable | 01-Jul-1952 | No | Active | NA | 01-Apr-2024 | 01-Apr-2024 | 24 | 1 | 1 | 0 | 0 | ||||||||||
| 8 | Mr. | VINAY JWALAKUMAR JAVALI | 00589315 | Non-Executive - Independent Director | Not Applicable | 18-Aug-1956 | No | Active | NA | 01-Apr-2024 | 01-Apr-2024 | 24 | 1 | 1 | 1 | 0 | ||||||||||
| 9 | Mrs. | SHAILAJA SHIVASHANKAR AMBLI | 10393506 | Non-Executive - Independent Director | Not Applicable | 18-Jul-1956 | No | Active | NA | 18-Jan-2024 | 18-Jan-2024 | 26 | 1 | 1 | 0 | 0 | ||||||||||
| 10 | Mr. | D V GURUPRASAD | 01558266 | Non-Executive - Independent Director | Not Applicable | 10-Jul-1951 | No | Active | Yes | 15-Jan-2025 | 19-Feb-2025 | 19-Feb-2025 | 13 | 1 | 1 | 0 | 0 | |||||||||
| 11 | Mr. | ASHOK SHIVAYOGAPPA SHETTAR | 07038714 | Non-Executive - Non Independent Director | Not Applicable | 26-Jun-1958 | No | Active | NA | 08-Aug-2015 | 06-Aug-2025 | 1 | 0 | 0 | 0 | |||||||||||
| 12 | Mr. | RAGHOTTAM HANUMANTACHARYA AKAMANCHI | 07038738 | Non-Executive - Non Independent Director | Not Applicable | 17-Apr-1964 | No | Active | NA | 19-Feb-2015 | 05-Aug-2024 | 1 | 0 | 1 | 0 | |||||||||||
Annexure 1 |
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|---|---|
II. Composition of Committees |
|
| Disclosure of notes on composition of committees explanatory | |
Audit Committee Details |
|
|---|---|
| Whether the Audit Committee has a Regular Chairperson | Yes |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 00571902 | SHANTILAL DHANRAJ JAIN | Non-Executive - Independent Director | Chairperson | 06-Nov-2023 | ||
| 2 | 10847936 | SHANKAR VASANTRAO PINGE | Non-Executive - Independent Director | Member | 19-Feb-2025 | ||
| 3 | 00589315 | VINAY JWALAKUMAR JAVALI | Non-Executive - Independent Director | Member | 23-Nov-2024 |
Nomination and remuneration committee |
|
|---|---|
| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 00571902 | SHANTILAL DHANRAJ JAIN | Non-Executive - Independent Director | Chairperson | 06-Nov-2023 | ||
| 2 | 01558266 | D V GURUPRASAD | Non-Executive - Independent Director | Member | 19-Feb-2025 | ||
| 3 | 07038714 | ASHOK SHIVAYOGAPPA SHETTAR | Non-Executive - Non Independent Director | Member | 02-Nov-2015 | ||
| 4 | 10393506 | SHAILAJA SHIVASHANKAR AMBLI | Non-Executive - Independent Director | Member | 05-Feb-2025 |
Stakeholders Relationship Committee |
||
|---|---|---|
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 10847936 | SHANKAR VASANTRAO PINGE | Non-Executive - Independent Director | Chairperson | 19-Feb-2025 | ||
| 2 | 00571902 | SHANTILAL DHANRAJ JAIN | Non-Executive - Independent Director | Member | 06-Nov-2023 | ||
| 3 | 07038738 | RAGHOTTAM HANUMANTACHARYA AKAMANCHI | Non-Executive - Non Independent Director | Member | 03-Nov-2018 |
Risk Management Committee |
|
|---|---|
| Whether the Risk Management Committee has a Regular Chairperson | Yes |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 00217714 | VIJAY BASAVANNEPPA SANKESHWAR | ED | Chairperson | 09-Feb-2019 | ||
| 2 | 01875068 | RAMANAND LAXMINARAYAN BHAT | ED | Member | 09-Feb-2019 | ||
| 3 | 01558266 | D V GURUPRASAD | ID | Member | 19-Feb-2025 | ||
| 4 | 99999999 | SUNIL NALAVADI | CFO | Member | 09-Feb-2019 | Textual Information(1) | |
| 5 | 99999999 | RAGHAVENDRA MALGI | Vice President - Accounts | Member | 09-Feb-2019 | Textual Information(2) |
Text Block |
|
| Textual Information(1) | Mr. Sunil Nalavadi is Chief Finance Officer of the Company and is appointed as a member of the Risk Management Committee |
| Textual Information(2) | Mr. Raghavendra Malgi is Vice President - Accounts of the Company and is appointed as a member of the Risk Management Committee |
Annexure 1 |
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|---|---|---|---|---|---|---|---|---|
| III. Meeting of Board of Directors | ||||||||
| Disclosure of notes on meeting of board of directors explanatory | ||||||||
| Sr | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* | |
| 1 | 03-Nov-2025 | Yes | 12 | 11 | 6 | |||
| 2 | 05-Feb-2026 | 93 | Yes | 12 | 12 | 6 | ||
Annexure 1 |
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|---|---|---|---|---|---|---|---|---|---|---|
| IV. Meeting of Committees | ||||||||||
| Disclosure of notes on meeting of committees explanatory | ||||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Audit Committee | 03-Nov-2025 | Yes | 3 | 3 | 3 | 0 | |||
| 2 | Audit Committee | 05-Feb-2026 | 93 | Yes | 3 | 3 | 3 | 0 | ||
| 3 | Nomination and remuneration committee | 03-Nov-2025 | Yes | 4 | 3 | 2 | 0 | |||
| 4 | Nomination and remuneration committee | 05-Feb-2026 | 93 | Yes | 4 | 4 | 3 | 0 | ||
| 5 | Risk Management Committee | 06-Dec-2025 | Yes | 5 | 5 | 1 | 2 | |||
| 6 | Risk Management Committee | 05-Feb-2026 | 60 | Yes | 5 | 5 | 1 | 2 | ||
| 7 | Stakeholders Relationship Committee | 05-Feb-2026 | Yes | 3 | 3 | 2 | 0 | |||
Annexure 1 |
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|---|---|---|
| VI. Affirmations | ||
| Sr | Subject | Compliance status (Yes/No) |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee | Yes |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) | Yes |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
| 9 | Any comments/observations/advice of Board of Directors may be mentioned here: |
|---|
Annexure 1 |
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|---|---|---|
| Sr | Subject | Compliance status |
| 1 | Name of signatory | ANIRUDDHA PHADNAVIS |
| 2 | Designation | Company Secretary and Compliance Officer |
Details of Cyber security incidence |
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|---|---|---|
| Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter | No | |
| Other details of cyber security incidence or breaches or loss of data event | ||
| Number of cyber security incidence or breaches or loss of data event occurred during the quarter | ||
| Sr | Date of the event | Brief details of the event |
|---|
| Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) | ||||
|---|---|---|---|---|
| I. Disclosure on website in terms of LODR Regulation | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is No details of non-compliance may be given here. | Web address |
| 1.1 | Details of business | Yes | https://vrlgroup.in/vrl_group_home.aspx | |
| 1.2 | Memorandum of Association and Articles of Association | Yes | https://vrlgroup.in/investor_download/VRL_MOA_and_AOA_certified_publish_on_08_10_2025.pdf | |
| 1.3 | Brief profile of board of directors including directorship and full time positions in body corporates | Yes | https://vrlgroup.in/directors.aspx | |
| 2 | Terms and conditions of appointment of independent directors | Yes | https://vrlgroup.in/investor_download/Terms%20of%20Appointment%20of%20Independent%20Director_2.pdf | |
| 3 | Composition of various committees of board of directors | Yes | https://vrlgroup.in/vrl_investors_desk.aspx?display=board_committees | |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | https://vrlgroup.in/investor_download/Code_of_Conduct.pdf | |
| 5 | Details of establishment of vigil mechanism or whistle blower policy | Yes | https://vrlgroup.in/vigil_policy.aspx | |
| 6 | Criteria of making payments to non-executive directors | Yes | https://vrlgroup.in/investor_download/Nomination_Remuneration%20Policy.pdf | |
| 7 | Policy on dealing with related party transactions | Yes | https://vrlgroup.in/investor_download/Policy_on_Related_Party_Transactions.pdf | |
| 8 | Policy for determining material subsidiaries | NA | ||
| 9 | Details of familiarization programmes imparted to independent directors | Yes | https://vrlgroup.in/investor_download/Familiarisation%20Programme%20for%20Independent%20Directors.pdf | |
| 10 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | https://vrlgroup.in/vrl_investors_desk.aspx?display=compliance_officer | |
| 11 | Email address for grievance redressal and other relevant details | Yes | https://vrlgroup.in/vrl_investors_desk.aspx?display=nodal_officer | |
| 12 | Financial results | Yes | https://vrlgroup.in/vrl_investors_desk.aspx?display=finance_q_results | |
| 13 | Shareholding pattern | Yes | https://vrlgroup.in/vrl_investors_desk.aspx?display=share_holding | |
| 14 | Details of agreements entered into with the media companies and/or their associates | No | No such agreements executed | |
| 15.1 | Schedule of analyst or institutional investor meet and presentation prepared by listed entity for analyst or institutional investor meet | Yes | https://vrlgroup.in/vrl_investors_desk.aspx?display=presentation | |
| 15.2 | Audio or video recordings and transcripts of post earnings/quarterly calls | Yes | https://vrlgroup.in/vrl_investors_desk.aspx?display=investor_concall | |
| 16 | New name and the old name of the listed entity | NA | ||
| 17 | Advertisements as per regulation 47 (1) | Yes | https://vrlgroup.in/vrl_investors_desk.aspx?display=advertisements | |
| 18 | Credit rating or revision in credit rating obtained | Yes | https://vrlgroup.in/vrl_investors_desk.aspx?display=exchange_filings | |
| 19 | Separate audited financial statements of each subsidiary of the listed entity | NA | ||
| 20 | Secretarial compliance report | Yes | https://vrlgroup.in/investor_download/Annual_Secretarial_Compliance_Report_for_FY_2024_25.pdf | |
| 21 | Materiality policy as per regulation 30 (4) | Yes | https://vrlgroup.in/investor_download/Policy%20for%20disclosure%20requirements%20-%20revision.pdf | |
| 22 | Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) | Yes | https://vrlgroup.in/vrl_investors_desk.aspx?display=presiding_officer | |
| 23 | Disclosures under regulation 30(8) | Yes | https://vrlgroup.in/investor_download/Policy%20for%20disclosure%20requirements%20-%20revision.pdf | |
| 24 | Statements of deviation(s) or variations(s) as specified in regulation 32 | NA | ||
| 25 | Dividend distribution policy as specified in regulation 43A (1) | Yes | https://vrlgroup.in/investor_download/Policy_on_Dividend_Distribution.pdf | |
| 26.1 | Annual return as provided under section 92 of the Companies Act 2013 | Yes | https://vrlgroup.in/vrl_investors_desk.aspx?display=annual_return | |
| 26.2 | Employee benefit scheme documents framed in terms of SEBI (SBEB) regulations 2021 | |||
| 27 | Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) | Yes | https://vrlgroup.in/vrl_investors_desk.aspx | |
| 28 | Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updation | Yes | https://vrlgroup.in/vrl_investors_desk.aspx | |
| 29 | Disclosure of notes on website in terms of Listing Regulations explanatory | |||
Annexure II |
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|---|---|---|---|---|
| II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is No details of non-compliance may be given here. |
| 1 | Independent director(s) have been appointed in terms of specified criteria of independence and/or eligibility | 16(1)(b) | Yes | |
| 2 | Board Composition | 17(1), 17(1A) & 17(1C), 17(1D) & 17(1E) | Yes | |
| 3 | Meeting Of Board Of Directors | 17(2) | Yes | |
| 4 | Quorum of board meeting | 17(2A) | Yes | |
| 5 | Review of Compliance Reports | 17(3) | Yes | |
| 6 | Plans for orderly succession for appointments | 17(4) | Yes | |
| 7 | Code of Conduct | 17(5) | Yes | |
| 8 | Fees/compensation | 17(6) | Yes | |
| 9 | Minimum Information | 17(7) | Yes | |
| 10 | Compliance Certificate | 17(8) | Yes | |
| 11 | Risk Assessment & Management | 17(9) | Yes | |
| 12 | Performance Evaluation of Independent Directors | 17(10) | Yes | |
| 13 | Recommendation of Board | 17(11) | Yes | |
| 14 | Maximum number of Directorships | 17A | Yes | |
| 15 | Composition of Audit Committee | 18(1) | Yes | |
| 16 | Meeting of Audit Committee | 18(2) | Yes | |
| 17 | Role of Audit Committee and information to be reviewed by the audit committee | 18(3) | Yes | |
| 18 | Composition of nomination & remuneration committee | 19(1) & (2) | Yes | |
| 19 | Quorum of Nomination and Remuneration Committee meeting | 19(2A) | Yes | |
| 20 | Meeting of Nomination and Remuneration Committee | 19(3A) | Yes | |
| 21 | Role of Nomination and Remuneration Committee | 19(4) | Yes | |
| 22 | Composition of Stakeholder Relationship Committee | 20(1), 20(2) & 20(2A) | Yes | |
| 23 | Meeting of Stakeholders Relationship Committee | 20(3A) | Yes | |
| 24 | Role of Stakeholders Relationship Committee | 20(4) | Yes | |
| 25 | Composition and role of risk management committee | 21(1),(2),(3),(4) | Yes | |
| 26 | Meeting of Risk Management Committee | 21(3A) | Yes | |
| 27 | Quorum of Risk Management Committee meeting | 21(3B) | Yes | |
| 28 | Gap between the meetings of the Risk Management Committee | 21(3C) | Yes | |
| 29 | Vigil Mechanism | 22 | Yes | |
| 30 | Policy for related party Transaction | 23(1), (1A), (5), (6), & (8) | Yes | |
| 31 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | Yes | |
| 32 | Approval for material related party transactions | 23(4) | Yes | |
| 33 | Disclosure of related party transactions on consolidated basis | 23(9) | Yes | |
| 34 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | NA | |
| 35 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | NA | |
| 36 | Alternate Director to Independent Director | 25(1) | NA | |
| 37 | Maximum Tenure | 25(2) | NA | |
| 38 | Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism | 25(2A) | Yes | |
| 39 | Meeting of independent directors | 25(3) & (4) | Yes | |
| 40 | Familiarization of independent directors | 25(7) | Yes | |
| 41 | Declaration from Independent Director | 25(8) & (9) | Yes | |
| 42 | Directors and Officers insurance | 25(10) | Yes | |
| 43 | Confirmation with respect to appointment of Independent Directors who resigned from the listed entity | 25(11) | NA | |
| 44 | Memberships in Committees | 26(1) | Yes | |
| 45 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
| 46 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| 47 | Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity | 26(6) | NA | |
| 48 | Vacancies in respect Key Managerial Personnel | 26A(1) & 26A(2), 26A(3) | Yes | |
| Any other information to be provided - Add Notes | ||||
| Annexure II | ||
|---|---|---|
| III. Affirmations | ||
| Sr | Particulars | Compliance status (Yes/No/NA) |
| 1 | The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied | NA |
| Any other information to be provided | ||
| Annexure II | ||
|---|---|---|
| 1 | Name of signatory | ANIRUDDHA PHADNAVIS |
| 2 | Designation | Company Secretary and Compliance Officer |
Additional Half yearly Disclosure |
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|---|---|---|---|
| Any Other Information for Disclosure of Loans / Guarantees / Comfort Letters / Securities Etc. | |||
| I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below | |||
| (A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to | |||
| Entity | Aggregate amount advanced during six months | Balance outstanding at the end of six months | |
| Promoter or any other entity controlled by them | |||
| Promoter Group or any other entity controlled by them | |||
| Directors (including relatives) or any other entity controlled by them | |||
| KMPs or any other entity controlled by them | |||
| (B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By | |||
| Entity | Type (guarantee, comfort letter etc.) | Aggregate amount of issuance during six months | Balance outstanding at the end of six months(taking into account any invocation) |
| Promoter or any other entity controlled by them | |||
| Promoter Group or any other entity controlled by them | |||
| Directors (including relatives) or any other entity controlled by them | |||
| KMPs or any other entity controlled by them | |||
| (C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by | |||
| Entity | Type of security (cash, shares etc.) | Aggregate value of security provided during six months | Balance outstanding at the end of six months |
| Promoter or any other entity controlled by them | |||
| Promoter Group or any other entity controlled by them | |||
| Directors (including relatives) or any other entity controlled by them | |||
| KMPs or any other entity controlled by them | |||
| (D) Additional Information | |||
| II. Affirmations | |||
| Affirmations | Compliance Status | Company Remarks | |
| All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company. | $intratedCg.get("CG_YN_$!integratedFillingMasterDto.cgMasterVO.anx4aAffirmComplStatus") | ||
| Name | |||
| Designation | |||
| Place | |||
| Date | |||
Signatory Details |
|
|---|---|
| Name of signatory | ANIRUDDHA PHADNAVIS |
| Designation of person | Company Secretary and Compliance Officer |
| Place | HUBBALLI |
| Date | 09-Apr-2026 |
Investor Grievance Details |
|
|---|---|
| No. of investor complaints pending at the beginning of Quarter | 0 |
| No. of investor complaints received during the Quarter | 0 |
| No. of investor complaints disposed off during the Quarter | 0 |
| No. of investor complaints those remaining unresolved at the end of the Quarter | 0 |
Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies- |
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|---|---|---|---|---|---|
| Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies | |||||
| Sr. No. | Name of the unlisted company in which shares or voting rights have been acquired | Date of acquisition | Aggregate holding (% shares or voting rights) as at the end of the previous quarter | % shares or voting rights acquired during the quarter | Aggregate holding (% shares or voting rights) as at the end of the quarter |
Disclosure of Imposition of Fine or Penalty |
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| Any Other Information for Disclosure of Imposition of Fine or Penalty | |||||
| Sr. No. | Name of the authority | Nature and details of the action(s) taken or order(s) passed | Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority | Details of the violation(s)/ contravention(s) committed or alleged to be committed | Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible |
| 1 | First Additional Senior Civil Judge and Motor Accident Claims Tribunal (MACT) Chitradurga | The Award and Decree Directing VRL Logistics Limited to pay compensation for suffered serious Injuries while travelling in Company's Lorry | 14-Nov-2025 | A passanger had filed the claim petition claiming compensation for having suffered serious injuries while travelling in a company lorry. The Company had contested the case that the liability should be saddled by the Insurance Company since vehcle had valid insurance as on the date of accident. Ultimately, the Hon'ble Court had came to the conclusion that the petitioner was a gratuitous passanger in the lorry and accepted the Insurance Company contention that they are not liable and directing the Company to deposit award amount of Rs. 389190/- along with interest @ 6% in the satisfaction of the Award. Accordinly the Company had obliged. | No material impact on the financial position of the Company. Given the nature of industry as also being the largest fleet owner of commercial vehicles in India's private sector such impositions are inherent to our business. |
| 2 | Fourth Senior Civil Judge, City Civil Court Hyderbad | A Decree and Judgement assed for reimbursement of settled claim by New India Assurance Company Ltd. | 08-Jun-2018 | The Consignment had booked from Hyderbad to Lucknow in Uttar Pradesh for transporation which coverd transit Insurance the consignment had to damaged during transit and according damage certificate was issued. The Consignor claimed the loss from their the Insurer Company i.e. New India Assurance Company Ltd. The Insurer proceeded against the Company for reimbursement of the settled claim. the Hon'ble court passed a decree on 08-06-2018 directing to Pay compensation for sum of Rs. 12,28,150/- along with Interest. Aggrieved by the Order, the Company had filed an appeal before the High Court of the State of Telangana. the appeal was dismissed by the said Court, upheld the order passed by the trail court. The Special Leave Petition was filed before the Hon'ble Supreme Court of India on 05.03.2025 with reference to the provisions of the Carraige by Road Act, 2007 which limits the liability of Common Carrier maximum upt extent of 10 times of frieght charged. The Hon'ble inclined to go throgh the provisions of statute, dismissed the petition on 10.02.2026 . Accordingly, the Company settled compensation on 11th March 2026. | No material impact on the financial position of the Company. Given the nature of industry as also being the largest fleet owner of commercial vehicles in India's private sector such impositions are inherent to our business. |
| 3 | The District Consumer Disputes Redressal Commisssion - I Chittoor | The Hon'ble has passed award for payment of compensation of Rs. 40,172/- for recovery for loss of materials booked for transporation, compensation for mental agony and Litigation Expenses | 05-Jan-2026 | The complainant had filed a case against the Company for compensation for abnormal delay short delivery of 2 articles out 10 articles booked. The Company argued on ground of a special provision under the Carraige Road by Act, 2007, limiting the liability of Common Carrier. The Hon'ble Athority considering these proviosions passed the decree awarding compensation of Rs. 40,172/- to the Complainant. | No material impact on the financial position of the Company. Given the nature of industry as also being the largest fleet owner of commercial vehicles in India's private sector such impositions are inherent to our business. |
| 4 | The District Consumer Disputes Redressal Commisssion - I Jaipur | The Hon'ble Forum has passed an award for payment of compensation of Rs. 30,791/- for recovery for loss of materials booked for transporation, compensation for mental agony and Litigation Expenses | 03-Feb-2026 | The complainant had filed a case against the Company for recovery of value of short delivered consignment booked. After hearing arguments of both the parties, The Hon'ble has passed an award for payment of compensation of Rs. 30,791/-. Accordingly the compensation had been settled. | No material impact on the financial position of the Company. Given the nature of industry as also being the largest fleet owner of commercial vehicles in India's private sector such impositions are inherent to our business. |
| 5 | Various State Authorities across India | Fines for violation of Vehicle norms and traffic rules violated by the drivers total aggegate amount of Rs. 25.48 lakhs in 893 cases during quarter ended March 2026 | 31-Mar-2026 | Fines for violation of Vehicle norms and traffic regulations such as improper & obstructive parking, overspeeding, using air horn in silent zone, driver without uniform, seat belt non-wearing, wrong lane driving, covering reflective tape, etc., | No material impact on the financial position of the Company. The quarter witnessed 893 cases against which a sum of Rs. 25.48 lakhs fine was imposed . Given the nature of industry as also being the largest fleet owner of commercial vehicles in India's private sector employing thousands of drivers, such impositions are inherent to our business. |
| 6 | The High Court of Karnataka - Dharwad Bench | The Hon'ble High Court passed an award for payment of compensation of Rs.3,68,600/- for damage caused to consignemts booked for transporation, Interest compensation for mental agony and Litigation Expenses | 20-Jan-2026 | The complainant had filed a case against the Company for recovery of loss caused due to abnormal delay in delivery and damage of consignment booked for transportation. The Company had defended the case as consignment was booked on owner risk. | No material impact on the financial position of the Company. Given the nature of industry as also being the largest fleet owner of commercial vehicles in India's private sector such impositions are inherent to our business. |
Disclosure of Updates to Ongoing Tax Litigations or Disputes |
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| Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes | |||||
| Sr. No. | Name of the opposing party | Date of initiation of the litigation / dispute | Status of the litigation / dispute as per last disclosure | Current status of the litigation / dispute | |
| 1 | The Income Tax Authority | 31-Mar-2008 | Demand of tax of Rs. 2635.86 on setting-off of Depreciation loss of windmill segment with other segment during Financial year 2007-08 | Pending before the High Court of Karnataka | |
| 2 | The Income Tax Authority | 31-Mar-2014 | Disallowance on Tax on Sale of Certified Emission Reduction and on account of personal flights undertaken by the management in Financial year 2013-14 of Rs. 185.59 Lakhs | Tribunal passed an order in favour of the Company and Pending before the High Court of Karnataka | |
| 3 | The Income Tax Authority | 31-Mar-2016 | Disallowance of certain expenses treating them as personal expenses and tax amounting to Rs.14.23 lakhs during FY 2015-16. | An appeal has been filed against assessment order and case is pending before the Commissioner of Income Tax (Appeals) | |
| 4 | Department of Income Tax, Ministry of Finance, Government of India | 31-Mar-2017 | Disallowance of expenses resulting into amounting to Rs 980.82 lakhs during FY 2016-17 | An appeal has been filed against assessment order and case is pending before the Commissioner of Income Tax (Appeals) | |
| 5 | Department of Income Tax, Ministry of Finance, Government of India | 31-Mar-2018 | Disallowance of employer's contribution to gratuity fund and deduction in respect of new employees amount of Rs. 116.92 lakhs for FY 2017-18 (Net of Amount paid under Protest - Rs.29.23 lakhs). | An appeal has been filed against assessment order and the said case is pending before the Commissioner of Income Tax (Appeals) | |
| 6 | Department of Income Tax, Ministry of Finance, Government of India | 31-Mar-2023 | Demand of tax treating the slump sale of Bus division as short-term capital gain amounting to Rs. 811.83 Lakhs. | An appeal has been filed against assessment order passed by the Income Tax Authority and the said case is pending before the Commissioner of Income Tax (Appeals). The stay order has been granted for recovery of amount. | |
| 7 | Department of Customs, Ministry of Finance, Government of India, Ahmedabad, Gujarat | 31-Mar-2008 | Custom Duty on import of aircraft and related interest / penalties / fines of Rs. 1569.02 lakh for FY 2007-08 | The CESTAT had passed an order in favour of the Company.The Custom authority has filed an appeal against order passed by the CESTAT and same is pending before the Honerable High Court of Gujarat | |
| 8 | Department of Customs, Excise and Service Tax Bengaluru, Ministry of Finance, Government of Karnataka | 31-Mar-2002 | Non-refund of service tax paid Rs. 242.88 lakh for FY 2000-01 and 2001-02 | The Custom authority has filed an appeal before the CESTAT (Bengaluru) against the order of the Commissioner of Central Excise (Appeals), Mysore allowing the refund amount along with interest. | |
| 9 | Department of Revenue - Customs, Excise and Service Tax. Ministry of Finance, Government of India. | 28-Feb-2017 | Service tax arising due to reclassification of services Rs. 328.45 Lakhs from the period April 2014-February 2017 | The Custom authority has filed an appeal before the CESTAT (Bengaluru) against the order of the Commissioner of Central Excise (Appeals), Belguam allowing the refund amount along with interest. | |
| 10 | Department of Revenue - the Goods & Service Tax Department. Ministry of Finance, Government of India. | 30-Jun-2017 | Service Tax on National Permit Fees amounting to Rs. 68.07 Lakhs during FY 2016-17 & FY 2017-18 | Commissioner of GST, Belgaum. | |
| 11 | Department of Revenue - the Goods & Service Tax Department. Ministry of Finance, Government of India. | 30-Sep-2021 | Goods & Service Tax on National Permit Fees Rs. 285.79. during FY 2017-18 to FY 2021-22 (Net of GST paid under protest Rs. 31.76 lakh) | Before the Commissioner of Central Tax (Appeals), Belgaum. The Commissioner(Appeals), Belagavi has passed Order-in-Appeal No BEL-GST-COMMR-APP-VDJ-045-2025-26 dated 31.10.2025 for re-determining the tax payable under Section 73 of CGST Act 2017 by proper officer as per Section 75(2) of CGST Act 2017 – (De-Novo Adjudication) | |
| 12 | Department of Revenue - the Goods & Service Tax Department. Ministry of Finance, Government of India. | 31-Mar-2018 | GST on Supplies attracting reverse charge of Rs. 85.69 lakhs (net of GST paid under protest `4.28 lakh) | Pending before the Additional/Joint Commissioner of Central Tax, (Appeals), Delhi | |
| 13 | Office of the Superintendent, Autonagar Range, Vijayawada, Guntur, Vishakapatnam, Amaravathi, CBIC Andra Pradesh | 30-Dec-2025 | Tax and Penalty of Rs. 20,176/-has been imposed for non maintainance of records at principal place of Business. | The Company is in process of Appeal against order passed by the Authority and will be filed within timeline given for appeal | |
| 14 | Office of the Superintendent, Autonagar Range, Vijayawada, Guntur, Vishakapatnam, Amaravathi, CBIC Andra Pradesh | 30-Dec-2025 | Fresh order passed and imposed tax & penalty of Rs. 8.85/- lakhs for FY 2018-2019 even the Company had paid excess tax and requested for adjustment. | The Company is in process of Appeal against order passed by the Authority and will be filed within timeline given for appeal | |
| 15 | The Commissioner of Central Tax, Belgaum | 31-Dec-2025 | The company has received a showcause notice from the Commissioner of Central Tax, Belgaum demanding service tax on issue of National Permit fees | The company has replied for the showcause notice | |
| 16 | the Additional Commissioner of Central tax (Appeals), Guntur | 31-Dec-2025 | Demand was made for refund of Rs. 1933980/- GST paid erroneously under APGST registration number instead of Telangana GST Registration Number | the Additional Commissioner of Central tax (Appeals), Guntur has passed an order denying refund of tax. The Company is process of filing an appeal before GSTAT. | |