VRL Logistics Ltd. ಖಾತೆಯ ಉಪಯುಕ್ತ ಮಾಹಿತಿ

Mar 31, 2026

(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 Companyâs 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.

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 assetâs 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, direcÂ¬
tors, KMPs or other related parties, either severally or jointly with any other person, that is repayable on demand or without speciÂ¬
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 longÂ¬
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 longÂ¬
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.

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.

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.

Mar 31, 2025

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 (âInd ASâ) 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.

Mar 31, 2024

s) Provisions, Contingent liabilities and Contingent Assets

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.

A contingent asset is not recognised but disclosed in the financial statements where an inflow of economic benefit is probable.

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

t) 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.

Nature and purpose of reserves Securities Premium:

Securities premium is used to record the premium on issue of shares . The reserve will be utilised in accordance with the provisions of the Companies Act, 2013.

General Reserve:

The reserve is created out of surplus balance of profit of the Company and is a distributable reserve maintained by the Company.

Capital Redemption Reserve:

Represents reserve created during buy-back of Equity Shares as required by the Companies Act 2013 and it is a nondistributable reserve.

Retained Earnings:

Retained earnings pertain to the accumulated earnings by the Company over the years.

Notes:

1) The Company has, during the year, executed a Business Transfer Agreement dated 28 July 2023 with a promoter group company for the sale / transfer of its ''Transportation of Passengers by Air'' Business on a slump sale basis for an aggregate sale consideration amounting to ^ 1,700.00 lakhs with an effective date of 31 July 2023. The profit before tax on the sale, amounting to ^ 48.67 lakhs (net of expenses incurred amounting to ^ 1.18 lakhs), is recognized as an Exceptional Item.

2) The Company has, during the previous year, executed a Business Transfer Agreement with a promoter group company for the sale / transfer of its Bus Operations Business as a going concern on a slump sale basis for an aggregate sale consideration amounting to ^ 23,000 lakhs. The Company has obtained all the relevant approvals for the sale / transfer, including approval from the regulatory authorities on 25 January 2023. The profit before tax amounting to ^ 17,687 lakhs on sale / transfer (net of expenses incurred amounting to ^ 13 lakhs) is recognized as an Exceptional Item.

3) The Company has, during the previous year, executed a Business Transfer Agreement for the sale / transfer of its Wind Power Business as a going concern on a slump sale basis for an aggregate sale consideration amounting to ^ 5,285 lakhs. The approval from the relevant regulatory authorities for the sale transaction has been obtained on 10 January 2023 and the profit before tax amounting to ^ 1,034 lakhs on this sale (net of expenses incurred amounting to ^ 6 lakhs) is recognized as an Exceptional Item.

34 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.

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.

43 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.

The table below summarises the maturity profile of Company''s financial liabilities based on contractual undiscounted payments.

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.

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 2024, Company has not recorded any impairment of receivables relating to amounts owed by related parties (31 March 2023: 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.

47 Segment Reporting

Based on the criteria given in Ind AS 108 and in the opinion of the Chief Operating Decision maker, "Transport of Passengers by Air", which in the previous year was considered as a reportable segment, is now no longer considered a reportable segment.

On the sale / transfer of the Wind Power Business and the Bus Operations Business, the Company is engaged only in the Goods Transport Business which, in the context of Ind AS - 108 ""Operating Segments"" constitutes a single reportable business segment as on 31 March 2024.

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.

49 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) Other information required by Schedule III to the Companies Act, 2013, has been given only to the extent applicable.

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

Mar 31, 2023

Nature and purpose of reserves Securities Premium:

Securities premium is used to record the premium on issue of shares . The reserve will be utilised in accordance with the provisions of the Companies Act, 2013.

General Reserve:

The reserve is created out of surplus balance of profit of the Company and is a distributable reserve maintained by the Company. Capital Redemption Reserve:

Represents reserve created during buy-back of Equity Shares as required by the Companies Act 2013 and it is a non-distributable reserve.

Retained Earnings:

Retained earnings pertain to the accumulated earnings by the Company over the years.

Disclosure of payable to vendors as defined under the "Micro, Small and Medium Enterprises Development Act, 2006" is based on the information available with the Company regarding the status of registration of such vendors under the said Act, as per the intimation received from them on requests made by the Company. There are no overdue principal amounts / interest payable amounts for delayed payments to such vendors at the Balance Sheet date. There are no delays in payment made to such suppliers during the year or for any earlier years and accordingly there is no interest paid or outstanding interest in this regard in respect of payment made during the year or on balance brought forward from previous year.

(1) The Company has, during the year, executed a Business Transfer Agreement for the sale / transfer of its Wind Power Business as a going concern on a slump sale basis for an aggregate sale consideration amounting to ^ 5,285 lakhs. The approval from the relevant regulatory authorities for the sale transaction has been obtained on 10 January 2023 and the profit before tax amounting to ^ 1,034 lakhs on this sale (net of expenses incurred amounting to ^ 6 lakhs) is recognized as an Exceptional Item.

(2) The Company has, during the year, executed a Business Transfer Agreement with a promoter group company for the sale / transfer of its Bus Operations Business as a going concern on a slump sale basis for an aggregate sale consideration amounting to ^ 23,000 lakhs. The Company has obtained all the relevant approvals for the sale / transfer, including approval from the regulatory authorities on 25 January 2023. The profit before tax amounting to ^ 17,687 lakhs on sale / transfer (net of expenses incurred amounting to ^ 13 lakhs) is recognized as an Exceptional Item.

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. Customs duty liability is in respect of alleged violation of terms and conditions of Non Scheduled Air Transport Service, as claimed by the Customs Department to the extent it can be quantified. The said department has issued a Show cause cum demand notice alleging violation of terms and conditions of Non Scheduled Air Transport Service and demanded, amongst others, customs duty on the import of aircraft, interest and penalty/fine thereon. The Company had earlier availed of the exemption available under the Customs Act, 1962 (the ''Act'') and was accordingly assessed to Nil duty under the Act. The Company has deposited the Customs duty, including interest thereon, without prejudice to further rights. These payments amounting to '' 688.05 lakhs have been disclosed under Other Non-current assets in the books of account. The Company has already filed the necessary response to the demand notice and subsequent to the year end has received a favourable order in this regard.

During the year, the Company has received an order for payment of differential customs duty on import of windshield for aircraft maintenance of '' 3.84 lakhs against which the Company has filed an appeal.

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.

36 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.

37 Capital Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for R 39,405.53 lakhs net of advances of R 889.23 lakhs. (31 March 2022: R 34,800.44 lakhs and net of advances of R 79.53 lakhs)

38 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.

The Company has Certified Emission Reductions (CERs) balance of 306,448 units (net of 2% CDM administration fees) for the period 1 January 2013 to January 2018 which has been certified.

39 Buyback of Equity Shares

The Board of Directors at its meeting held on 30 January 2023 had approved the proposal to buyback up to 8,75,000 fully paid up equity shares having a face value of R 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 R 700 per equity share payable in cash for a maximum amount not exceeding R 6,125 lakh (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 have been extinguished on 17 April 2023.

- 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.

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.

The table below summarises the maturity profile of Company''s financial liabilities based on contractual undiscounted payments.

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.

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 2023, Company has not recorded any impairment of receivables relating to amounts owed by related parties (31 March 2022: 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.

Note:

For the periods upto March 31, 2022, all relevant amounts pertaining to continuing and discontinued operations have been considered

For the periods after March 31, 2022, only relevant amounts pertaining to continuing operations have been considered. Financial ratios given above are not comparable because of impact of accounting for the scheme and different approach followed to calculate ratios for the year ended March 31, 2023 and March 31, 2022

Formulae used for Calculation of Key Ratios and Financial indicators:

Current Ratio = Current Assets / Current Liabilities

Debt - Equity Ratio = (Total Borrowings Total Lease Liabilities Accrued Interest Payable) / Shareholders'' Equity Debt Service Coverage Ratio = EBIDA / (Total Borrowings Total Lease Liabilities Accrued Interest Payable)

Return on Equity = Profit after Tax / Average Shareholder''s Equity

Trade Receivables turnover ratio = Net Credit Sales / Average Trade Receivables

Trade Payables turnover ratio = Net Credit Purchases / Average Trade Receivables

Net capital turnover ratio = Revenue from Operations / (Current Assets - Current Liabilities)

Net Profit Ratio = Profit after tax / Revenue from Operations

Return on Equity Ratio= Net Profits after taxes /Average Shareholder''s Equity

Return on capital employed (ROCE) = Earning before interest and taxes / Capital Employed

Capital Employed = Tangible Net worth Total Borrowings Total Lease Liabilities Accrued Interest Payable Deferred Tax Liabilities

Return on investment = Income generated from invested funds (including capital gains / losses, net of taxes) / Average value of investments

46 Segment Reporting

Based on the criteria given in Ind AS 108 and in the opinion of the Chief Operating Decision maker, ''Transport of Passengers by Air'', which in the previous year was considered as a reportable segment, is now no longer considered a reportable segment. On the sale / transfer of the Wind Power Business and the Bus Operations Business, the Company is engaged only in the Goods Transport Business which, in the context of Ind AS - 108 ""Operating Segments"" constitutes a single reportable business segment as on 31 March 2023."

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..

47 Subsequent Events:

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

1) Buyback of equity shares (refer note 39)

2) ''The Board of Directors has granted an in-principle approval for the sale / transfer of the Company''s ''Transportation of Passengers by Air'' Business by way of a slump sale, (including to any related party), subject to receipt of all applicable clearances and approvals from the concerned regulatory authorities.

48 a) Other information required by Division II of the Schedule III to the Act, is either not applicable or there are no reportable matters.

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

c) Previous year figures have been re-grouped / re-classified to confirm to the requirements of the amended Schedule III to the Companies Act, 2013.

Mar 31, 2022

Nature and purpose of reserves Securities Premium:

Securities premium is used to record the premium on issue of shares . The reserve will be utilised in accordance with the provisions of the Act.

General Reserve:

The reserve is created out of surplus balance of profit of the Company and is a distributable reserve maintained by the Company. Capital Redemption Reserve:

Represents reserve created during buy-back of Equity Shares as required by the Companies Act 2013 and it is a non-distributable reserve.

Retained Earnings:

Retained earnings pertain to the accumulated earnings by the Company over the years.

XII. The Company expects to contribute around ^ 656.12 lakhs to the funded plans in financial year 2022-23 towards Gratuity Liability.

- Compensated absences

The obligation for compensated absences is recognised in the same manner as gratuity and net charge to the Statement of Profit and Loss for the year is ^ 323.31 lakhs (31 March 2021: ^ 332.16 lakhs).

Company assesses the assumptions with the projected long-term plans of growth and prevalent industry standards.

30 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 and ESIC dues.

b. Customs duty liability is in respect of alleged violation of terms and conditions of Non Scheduled Air Transport Service, as claimed by the Customs Department to the extent it can be quantified. The said department has issued a Show cause cum demand notice alleging violation of terms and conditions of Non Scheduled Air Transport Service and demanded, amongst others, customs duty on the import of aircraft, interest and penalty/fine thereon. The Company had earlier availed of the exemption available under the Customs Act, 1962 (the ''Act'') and was accordingly assessed to Nil duty under the Act. The Company has deposited the Customs duty, including interest thereon, without prejudice to further rights. These payments amounting to Rs. 688.05 lakhs have been disclosed under Other Non-current assets in the books of account. The Company has already filed the necessary response to the demand notice and expects a favourable order in this regard.

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.

33 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.

34 Capital Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for R 34,800.44 lakhs (net of advances of R 79.53 lakhs) (31 March 2021: R 4,127.46 lakhs (net of advances of R 1,399.11 lakhs))

35 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.

During the year, the Company has sold 3,06,448 Certified Carbon Emission Reductions units (CERs) for a consideration amounting to Rs. 691.49 Lakhs.

The Company has Certified Emission Reductions (CERs) balance of 11,563 units as on 31 March 2022 (306,448 units as on 31 March 2021) (net of 2% CDM administration fees) for the period 1 January 2009 to January 2018 which has been certified. The Company has Certified Emission Reductions (CERs) balance of 65,812 units as on 31 March 2022 (net of 2% CDM administration fees) for the period 1 January 2018 to January 2019 which is under certification and pending to be issued. The financial impact of outstanding CERs remains unrecognised in the books of account, the impact of which, as per the Management, is not expected to be material to the financial statements.

36 Buyback of Equity Shares

The Board of Directors of the Company in their meeting held on February 6, 2021, had approved the proposal for Buy-back of the Company''s equity shares in accordance with Article 63 of the Articles of Association of the Company and pursuant to the provisions of Sections 68, 69, 70 and other applicable provisions of the Companies Act, 2013 ("the Act") and rules made thereunder and in compliance with the SEBl Buy-back Regulations, 2018, ("SEBI Regulations") as amended. The Board had opted for the "Open Market Buy back through Stock Exchanges" as permitted under the SEBI Regulations. Accordingly, the Buy-back by the Company comprised of purchase of fully paid up Equity Shares for an aggregate amount not exceeding R 6,000 lakhs, ("Maximum Buy-back Size"), being 9.73% of the total paid up share capital and free reserves based on the audited financial statements of the Company as at March 31, 2020, at a price not exceeding R 300 per Equity Share ("Maximum Buyback Price") from its shareholders / beneficiary owners of the Company excluding promoters, promoter group companies, under the SEBI Regulations and the Act. The Maximum Buyback Price excludes transaction and other related costs. Based on the Maximum Buyback Price and for Maximum Buyback Size, the maximum number of Equity shares that could be bought back was 20,00,000 Equity shares ("Maximum Buyback Shares").

The Company had, based on the above approval, bought back 20,00,000 fully paid-up Equity shares at an average rate of R 253.36 per fully paid-up Equity share having a face value of R 10 each, resulting in cash outflow of R 5,187.46 lakhs (including transaction costs and Buy-back related expenses of R 120.21 lakhs), amounting to 86.46% of Maximum Buy-back size. In line with the requirements of section 52 of the Act, an amount of R 4,987.46 lakhs has been utilized from the Securities Premium for the Buy-back. An amount of R 1,133.87 lakh was incurred on account of Income-tax on Buy-back, which has also been adjusted from the Securities Premium. The Equity shares so bought back have been extinguished and the amount of Issued and Paid-up Share Capital stands amended accordingly in the books of account of the Company.

During the previous year, in view of the raging COVID-19 pandemic and the nationwide lockdown announced by the Central Government on 24 March 2020, the operations of the Company were totally shut down during the month of April 2020. Concession of lease rent was sought from the lessors / licensors of the leased / licensed properties occupied by the Company across India for the month of April 2020. Several lessors / licensors assented to either a complete concession or partial lease rent concession, totally amounting to ^ 446.70 lakhs (including non-refundable GST amounting to ^ 48.46 lakhs). The Company had applied the practical expedient under Ind AS 116 Leases, inserted vide Notification No. G.S.R. 463(E) dated July 24, 2020, for the above mentioned rent concession amounting to ^ 446.70 lakhs, which was granted on account of the COVID-19 pandemic and the same was recognised as a reduction from ''rent expenses'' in the financial statements.

- 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.

- 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.

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.

The table below summarises the maturity profile of Company''s financial liabilities based on contractual undiscounted payments.

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.

40 Capital management 40.1 Risk management

The Company''s objectives when managing capital are to:

- safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

- maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, Company may adjust the amount of dividends paid to shareholders.

41 Segment Reporting

The Company''s Chief Operating Decision maker - Board of Directors examines the Company''s performance from a product perspective and has identified four reportable segments of its business as follows:

- Goods transport division: Offers services for the transportation of Goods across India using a range of road transportation solutions to the customers, including less than full truck load and full truck load. Under this segment, Company also does courier business for transportation of small parcels and documents using range of multi model solutions.

- Bus operations division: Offers services of transportation solutions through Buses.

- Sale of power division: The wind farm consists of Wind Turbine Generators (WTGs) having individual capacity of 1.25 MW.

- Transport of passengers by air: Offers services for the transportation of passengers by Air through the Aircrafts owned by the Company. The services are offered to the Individuals and corporate representatives.

The above operating segments have been identified considering:

(i) The internal financial reporting systems

(ii) The nature of the product/services

(iii) The risk return profile of individual divisions

Revenue and expenses has been accounted on the basis of their relationship to the operating activities of the segment. Income and expenses, which relate to the Company as a whole and are not allocable to segments on a reasonable basis, have been included under "Unallocable Income" and "Unallocable Expenses" respectively. Assets and Liabilities, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under "Unallocable Assets/ Liabilities". Inter-segment transfers are accounted for at competitive market prices charged to unaffiliated customers for similar goods/services.

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 2022, Company has not recorded any impairment of receivables relating to amounts owed by related parties (31 March 2021: 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.

Subsequent Events:

There are no subsequent events that would require adjustments or disclosures in the financial statements as at the Balance Sheet date other than the following: The Company has entered into a Memorandum of Understanding for the sale of its Wind Power Undertaking as a going concern on a Slump sale basis for an aggregate consideration of ^ 4,800 lakhs.

a) Other information required by Schedule III to the Companies Act, 2013, has been given only to the extent applicable.

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

c) Previous year figures have been re-grouped / re-classified to confirm to the requirements of the amended Schedule III to the Companies Act, 2013 effective 1 April 2021.

Mar 31, 2018

1 Earnings per share

The amount considered in ascertaining the Company''s earnings per share constitutes the net profit after tax and includes post tax effect of any exceptional items. 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.

Notes:-

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

b. Customs duty liability is in respect of alleged violation of terms and conditions of Non Scheduled Air Transport Service, as claimed by the Customs Department to the extent it can be quantified. The said department has issued a Show cause cum demand notice alleging violation of terms and conditions of Non Scheduled Air Transport Service and demanded, amongst others, customs duty on the import of aircraft, interest and penalty/fine thereon. The Company had earlier availed of the exemption available under the Customs Act, 1962 (the ''Act'') and was accordingly assessed to Nil duty under the Act. The Company has deposited the Customs duty, including interest thereon, without prejudice to further rights. These payments have been disclosed under non-current assets in the books of account. The Company has already filed the necessary response to the demand notice and expects a favourable order in this regard.

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.

34 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 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.

2. The Bhiwandi property admeasuring 240,000 square feet purchased for a total consideration of '' 3,240 lakhs from M/s Indian Corporation, represented by its proprietor, Mr.Rudrapratap Urmaliya Tripathi, as a Power of Attorney holder of the original land owners is registered in the name of VRL by paying appropriate stamp duty and registration fees. The Company is in actual and physical possession of the property and has been carrying out its business activities in the aforesaid premises without any hindrance from anybody whatsoever. However, the Company has been facing difficulties in getting its name updated in the relevant Revenue Records i.e 7/12 extract and has accordingly brought this to the notice of the vendor, who is trying to solve the matter and get the name of the Company entered into the Revenue Records as the owner of the property.

Further, the Company has received a recent demand from revenue authorities for payment of lease rent of '' 116.82 lakhs (settled at '' 50 lakhs) for using the land since the 7/12 extract did not reflect the Company''s name as owner. This demand from Revenue Authorities of '' 116.82 lakhs (against which '' 50 lakhs was paid) has been settled by the Company, more as a matter of convenience, without accepting the demand, to enable peaceful possession and use of the aforesaid property.

Considering the fact that the property is already registered in the name of the Company vide Registered Sale Deed and further since the Company is in actual and physical possession of the property and has been carrying out its business activities without any hindrance from anybody whatsoever, except that there has been some difficulty in entering the name of the Company in the Revenue Records, the investment made by the Company is safe and fully recoverable. The Company has also obtained appropriate legal opinion in this regard to support its view. That however, in case, for any reasons, entering the name of the Company in the revenue records is not possible, the Vendor has given an option to the Company to buy back the property at mutually agreed consideration, which shall not be less than the purchase price indicated above. Management does not expect any financial impairment of the book value of the aforesaid property considering the representations received from Mr. Rudrapratap Tripathi through his attorney and also the legal opinion obtained by the Company from its own attorney and accordingly no adjustments have been made to the financial statements to this effect.

3. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) - Rs, 41,597.81 lakhs (31 March 2017: Rs, 128.68 lakhs ).

Commitment relating to lease arrangements (refer note 37) Rs, 7,762.30 lakhs (31 March 2017: Rs, 9,305.94 lakhs).

4. The land whereat 33 Wind Turbine Generators (WTGs) are installed (at Kappatgudda, Gadag District, Karnataka) is leased to Suzlon Energy Limited by Karnataka Forest Department. Consequently, Suzlon Energy Limited has transferred the lease in favour of the Company with requisite clearances from Karnataka Forest Department.

5. The Company has entered into Operating lease agreements for godowns and office facilities and such leases include both cancellable and non-cancellable leases.

Lease rental expense recognized in the Statement of Profit and Loss for the year ended 31 March 2018 in respect of the operating leases is Rs, 9,538.41 lakhs (31 March 2017 : Rs, 8,884.80 lakhs).

Lease rental income recognized in the Statement of Profit and Loss for the year ended 31 March 2018 in respect of operating leases is Rs, 658.57 lakhs (31 March 2017: Rs, 511.37 lakhs).

6. 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 has been procured.

The Company has Certified Emission Reductions (CERs) balance of 185,552 units (net of 2% CDM administration fees) for the period 1 January 2013 to January 2016 which has been certified. Further, the certification of CERs generated during the period February 2016 to March 2017 is underway and hence is not quantifiable.

The financial impact of outstanding CERs remains unrecognised in the books of account, the impact of which, as per the management, is not expected to be material to the financial statements.

7. Fair value measurements

Financial instruments by category:

All financial assets and financial liabilities of the Company are under the amortised cost measurement category at each of the reporting dates except Equity investments which are recognised and measured at fair value through profit or loss.

Fair value hierarchy

The following table provides the fair value measurement hierarchy of Company''s financial assets and financial liabilities

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

- The carrying amounts of Security deposits, other financial assets, 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.

- 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 2 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.

8. Financial risk management objectives and policies

IThe Company''s principal financial liabilities, other than derivatives, comprise borrowings, 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, 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, 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 finance 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 account receivable. Individual risk limits are set accordingly. The Company uses a provision margin to compute the expected crec loss allowance for trade receivable.

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

Trade receivables:

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

9. Capital management 43.1 Risk management

The Company''s objectives when managing capital are to

- safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

- maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, Company may adjust the amount of dividends paid to shareholders.

10. Segment Reporting

The Company''s chief operating decision maker - Board of Directors examines the Company''s performance from a product perspective and has identified four reportable segments of its business as follows:

- Bus operations division: Offers services of transportation solutions through Buses.

- Sale of power division: The wind farm consists of Wind Turbine Generators (WTGs) having individual capacity of 1.25 MW.

The above operating segments have been identified considering:

(i) The internal financial reporting systems

(ii) The nature of the product/services

(iii) The risk return profile of individual divisions

As per Ind AS 24 "Related party Disclosures", disclosure of transactions with the related parties as defined in the Accounting Standard are given below:

a) Names of related parties and description of relationship:

a. Dr.Vijay Sankeshwar (Chairman & Managing Director)

b. Mr.Anand Sankeshwar (Managing Director)

c. Mr. Kalliveerappa Umesh (Executive director) (w.e.f. 19 May 2017)

d. Mr. Ramanand Laxminarayan Bhat (Executive director)

Key Management Personnel (KMP) and their relatives ^(w.^e.^f. ⁰⁴ August 2017)-

e. Mrs.Vani Sankeshwar (President) - relative of director

f. Mrs.Lalitha Sankeshwar - relative of director

g. Mrs.Bharati Holkunde - relative of director

h. Mr. Sunil Nalavadi (Chief Financial Officer)

i. Mr. Aniruddha Phadnavis (Company Secretary)

a. Dr. Prabhakar Kore

b. Mr. J S Korlahalli

c. Mr. C Karunakar Shetty

d. Mrs. Medha Pawar

Non executive directors and Independent directors (with ^e. ^Mr. ^{S R Prabhu (}tiN ¹⁹ May 2017)_

^{whom transactions have taken} p^lace) f. Mr. Ramesh Shetty (till 04 August 2017)_

g. Mr. Shankarasa Ladwa

h. Dr. Anand Pandurangi

i. Dr. Ashok Shettar

j. Dr. Raghottam Akamanchi

a. Aradhana Trust

b. Ayyappa Bhaktha Vrunda Trust

c. Shiva Agencies

d. Sankeshwar Minerals Private Limited

e. Sankeshwar Printers Private Limited

Enterprises in which KMP or their relative have significant ^f. ^{VRL Media Limited}_

influence (with whom transactions have taken place) g. vrl Employees Group Gratuity Trust

h. VRL Foundation

i. Vijayanand Infotech Private Limited

j. Hyperkonnect Technologies Private Limited k. VRL Electronics Private Limited l. Vijayanand Institute of Technologies

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 2018, Company has not recorded any impairment of receivables relating to amounts owed by related parties (31 March 2017: 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.

* As gratuity and compensated absences are computed for all the employees in aggregate, the amounts relating to key managerial personnel cannot be individually identified.

11. Related party disclosures

The Board of Directors of the Company at its meeting held on 3 November 2017, approved a proposal for Buy-back by the Company of fully paid up Equity Shares for an aggregate amount not exceeding '' 4,140 lakhs (referred to as the "Maximum Buyback Size"), at a price not exceeding '' 460/- per Equity Share from the shareholders of the Company excluding promoters, promoter group, persons acting in concert and persons who are in control of the Company, in cash via the open market route through the stock exchanges in accordance with the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 (as amended) and the Companies Act, 2013 and rules made thereunder, as amended. The Company bought back 900,000 equity shares resulting in total cash outflow of '' 3,774.50 lakhs (including premium of '' 3,684.50 lakh). In line with the requirements of the Companies Act, 2013, an amount of '' 3,684.50 lakhs has been utilized from the securities premium balance for the buyback. In addition, '' 97.11 lakhs was incurred on account of buyback expenses which was also adjusted from the securities premium balance. The shares so bought back were extinguished and the issued and paid-up capital stands amended accordingly.

12. The Financial Statements were authorised for issue by the directors on 26 May 2018.

Mar 31, 2017

1. Earnings per share

2. The Company is in appeal against demands on Income Tax, Customs duty and ESIC dues.

3. Customs duty liability is in respect of alleged violation of terms and conditions of Non Scheduled Air Transport Service, as claimed by the Customs Department to the extent it can be quantified. The said department has issued a Show cause cum demand notice alleging violation of terms and conditions of Non Scheduled Air Transport Service and demanded, amongst others, customs duty on the import of aircraft, interest and penalty/fine thereon. The Company had earlier availed of the exemption available under the Customs Act, 1962 (the ''Act'') and was accordingly assessed to Nil duty under the Act. The Company has deposited the Customs duty, including interest thereon, without prejudice to further rights. These payments have been disclosed under non-current assets in the books of account. The Company has already filed the necessary response to the demand notice and expects a favourable order in this regard.

4. 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.

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

6. 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.

7. 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 Rs.25 lakhs 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.

8. During the year ended 31 March 2015, the Company had issued a notice to Mr. Rudrapratap Tripathi, proprietor of M/s Indian Corporation, alleging that he has entered into a sale deed with the Company in relation to property situated at Bhiwandi, without being duly authorized to do so by the original land owners. The Company has further alleged that Mr. Rudrapratap Tripathi has not disclosed the defects in the title to the property including the fact that the land is an agricultural land. The Company had paid a sale consideration of Rs.3,240 lakhs towards purchase of the property. In the aforesaid notice, the Company has also alleged cheating and breach of trust by Mr. Rudrapratap Tripathi and has called upon him to refund Rs.3,240 lakhs paid to him along with the stamp duty, registration and other expenses incurred together with interest at the rate of 22% p.a. from the date of payment till the payment receive date, failing which the Company has the rights to initiate criminal proceedings against him. Management has received necessary representations from the attorney of Mr. Rudrapratap Tripathi in relation to sanctity of title and permitted utility of the aforesaid land towards industrial use and occupation. The attorney has also indicated the intention of Mr. Rudrapratap Tripathi to re-purchase the aforesaid property, if required. Management does not expect any financial impairment of the book value of the aforesaid property considering the representations received from Mr. Rudrapratap Tripathi through his attorney and accordingly no adjustments have been made to the financial statements to this effect.

9. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) -Rs.128.68 lakhs (31 March 2016: Nil, 01 April 2015: Nil).

Commitment relating to lease arrangements (refer note 37) Rs.9,306.36 lakhs (31 March 2016: Rs.10,061.72 lakhs, 01 April 2015: Rs.9,553.02 lakhs).

10. The land whereat 33 Wind Turbine Generators (WTGs) are installed (at Kappatgudda, Gadag District, Karnataka) is leased to Suzlon Energy Limited by Karnataka Forest Department. Consequently, Suzlon Energy Limited has transferred the lease in favour of the Company with requisite clearances from Karnataka Forest Department.

11. The Company has entered into Operating lease agreements for godowns and office facilities and such leases are basically cancellable in nature.

Lease rental expense recognized in the Statement of Profit and Loss for the year ended 31 March 2017 in respect of the operating leases is Rs.8,884.80 lakhs (31 March 2016 : Rs.8,085.08 lakhs).

Lease rental income recognized in the Statement of Profit and Loss for the year ended 31 March 2017 in respect of operating leases is Rs.511.37 lakhs (31 March 2016: Rs.450.69 lakhs).

Certain non-cancellable operating leases extend up to a maximum of seven years from Balance Sheet Date. Some of such lease agreements have a price escalation clause. Maximum obligations on long term non-cancellable operating leases in accordance with the rentals stated in the respective agreements are as under:

12. Certified Emission Reductions Credits

In earlier years, the Company had recognized 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 has been procured.

The Company has Certified Emission Reductions (CERs) balance of 128,821 units (net of 2% CDM administration fees) for the period 1 January 2013 to January 2015 which has been certified. Further, the certification of CERs generated during the period February 2015 to March 2017 is underway and hence is not quantifiable.

The financial impact of outstanding CERs remains unrecognized in the books of account, the impact of which, as per the management, is not expected to be material to the financial statements.

13. Contribution towards Corporate Social Responsibility (CSR)

Section 135 of the Companies Act, 2013 and Rules made there under prescribe that every company having a net worth of Rs.500 crore or more, or turnover of Rs.1,000 crore or more or a net profit of ''5 crore or more during any financial year shall ensure that the company spends, in every financial year, at least 2% of the average net profits earned during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy. The provisions pertaining to corporate social responsibility as prescribed under the Companies Act, 2013 are applicable to the Company. The financial details as sought by the Companies Act, 2013 are as follows:

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

- The fair values computed above for assets measured at amortized cost are based on discounted cash flows using a current borrowing rate. They are classified as level 2 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.

14. Financial risk management objectives and policies

The Company''s principal financial liabilities, other than derivatives, comprise borrowings, 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 summarized below.

15. Market risk

Market risk is the risk of any loss in future earnings, in realizable 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.

16. 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.

17. Foreign currency risk

The Company has a portion of the business which is transacted in foreign currencies. The fluctuations in foreign currency exchange rates may have impact on the income statement and equity. Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities relating to transport of passengers by air and foreign branch in Nepal. The Company is exposed to foreign exchange risk arising from foreign currency receivables and payables. There are certain foreign currency receivables and payables in USD and Nepalese rupee.

Foreign currency risk management

In respect of the foreign currency transactions, all exposures are kept open since the management believes the same will be offsetted by the corresponding receivables and payables which will be in the nature of natural hedge.

18. 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, 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.

19. Credit risk

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

A First Ind AS Financial statements

These are the Company''s first financial statements prepared in accordance with Ind AS.

The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended 31 March 2017, the comparative information presented in these financial statements for the year ended 31 March 2016 and in the preparation of an opening Ind AS balance sheet at 1 April 2015 (the date of transition). In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP).

An explanation of how the transition from previous GAAP to Ind AS has affected the Company''s financial position, financial performance and Cash flow is given below:

20. Optional exemptions availed Business combinations

The Company has availed the business combination exemption on first time adoption of Ind AS and accordingly the business combinations prior to date of transition have not been restated to the accounting prescribed under Ind AS 103 - Business combinations.

The Company applies the requirements of Ind AS 103 - Business combinations to business combinations occurring after the date of transition to Ind AS

Deemed cost

Since, there is no change in the functional currency of the Company, it has opted to continue with the carrying values measured under the previous GAAP and use that carrying value as the deemed cost for property, plant and equipment, other intangible assets and investment properties on the date of transition.

Leases

Appendix C to Ind AS 17, Leases, requires an entity to assess whether a contract or arrangement contains a lease. As per Ind AS 17, this assessment should be carried out at inception of the contract or arrangement. However, Company has used Ind AS 101 exemption and assessed all arrangements based for embedded leases based on conditions in place as at the date of transition.

Designation of previously recognized financial instruments

Ind AS 101 allows an entity to designate investments in equity instruments at FVTPL on the basis of the facts and circumstances at the date of transition to Ind ASs.

Company has elected to apply this exemption for its investment in equity instruments.

21. Mandatory exceptions applied Estimates

The estimates as at 1 April 2015 and 31 March 2016 are consistent with those made for the same dates in accordance with previous GAAP (after adjustment to reflect differences if any, in accounting policies) apart from the following items where the application of previous GAAP did not require estimation:

22. Impairment of financial assets based on the expected credit loss model; and

23. Investments in equity instruments carried as FVPL or FVOCI.

The estimates used by the Company to present the amounts in accordance with Ind AS reflect conditions that existed at the date on transition to Ind AS.

De-recognition of financial assets and liabilities

Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. However, Ind AS 101 allows a first-time adopter to apply the de-recognition requirements in Ind AS 109 retrospectively from a date of the entity''s choosing, provided that the information needed to apply Ind AS 109 to financial assets and financial liabilities derecognized as a result of past transactions was obtained at the time of initially accounting for those transactions.

The Company has applied the de-recognition provisions of Ind AS 109 prospectively from the date of transition to Ind AS.

Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

Impact of Ind AS adoption on the statement of cash flows for the year ended 31 March 2016 -

All the adjustments on account of Ind AS are non - cash in nature and hence, there is no material impact on the cash flows in the cash flow statement.

24. Impact of fair valuation of Security deposits paid at initial recognition and subsequently at amortized cost

Previous GAAP - Interest free rent deposits were recognized at the transaction price and reduced for repayments/ adjustments made.

Ind AS - Interest free rent deposits are financial assets and are initially recognized at fair value. The difference between the fair value and transaction price is recognized as prepaid rent and amortized over the lease term. Deposit asset is subsequently measured at amortized cost resulting into finance income in the statement of profit and loss. Consequently, the impact on this account of Rs.161.71 lakhs is recognized in the retained earnings as at 01 April 2015, further profit is lower to the extent of Rs.27.24 lakhs for the year ended 31 March 2016.

25. Impact of fair valuation of Security deposits received at initial recognition and subsequently at amortized cost Previous GAAP - Interest free rent deposits received were recognized at the transaction price and reduced for repayments/adjustments made.

Ind AS - Interest free rent deposits are financial liabilities and are initially recognized at fair value. The difference between the fair value and transaction price is recognized as perceived rent and amortized over the lease term. Deposit liability is subsequently measured at amortized cost resulting into Interest expense in the statement of profit and loss.

Consequently, the impact on this account of Rs.5.46 lakhs is recognized in the retained earnings as at 01 April 2015, further profit is lower to the extent of Rs.1.22 lakhs for the year ended 31 March 2016.

26. Finance cost de-recognized/recognized based on effective interest cost

Previous GAAP - Transaction costs were charged to Statement of Profit or loss as and when incurred.

Ind AS - Ind AS 109 requires transaction costs incurred towards origination of borrowings to be deducted from the carrying amount of borrowings on initial recognition. These costs are recognized in the Statement of Profit or loss over the tenure of the borrowing as part of the interest expense by applying the effective interest rate method. Accordingly borrowings as at 01 April 2015 has been reduced by Rs.59.64 lakhs with a corresponding adjustment to retained earnings. The total equity increased by an equivalent amount. Profit for the year ended 31 March 2016 reduced by Rs.31.51 lakhs.

27. Impact on account of deferred taxes

The impact of transition adjustments together with Ind AS mandate of using balance sheet approach (against profit and loss approach in the previous GAAP) for computation of deferred tax has impacted the reserves on date of transition, with consequential impacts to the statement of profit and loss for the subsequent periods.

28. Impact of recognizing actuarial gains / losses on defined benefit obligations in other comprehensive income (OCI) Indian GAAP - Actuarial gains / losses on defined benefit obligations is recognized in statement of profit and loss Ind AS - Actuarial gains / losses on defined benefit obligations is recognized in other comprehensive income. Consequently, actuarial losses of Rs.461.20 lakhs has been recognized in OCI A.6 Under Ind AS, all items of income and expense recognized in period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Item of income and expense that are not recognized in profit or loss but are shown in Statement of profit and loss as "Other comprehensive income" includes re-measurements of defined benefit plans. The concept of other comprehensive income did not exist under previous GAAP.

29. Segment Reporting

- Bus operations division: Offers services of transportation solutions through Buses.

- Sale of power division: The wind farm consists of Wind Turbine Generators (WTGs) having individual capacity of 1.25 MW.

The above operating segments have been identified considering:

30. The internal financial reporting systems

31. The nature of the product/services

32. The risk return profile of individual divisions

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 2017, Company has not recorded any impairment of receivables relating to amounts owed by related parties (31 March 2016: Nil, 1 April 2015: 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.

33. The Company completed its Initial Public Offering (IPO) pursuant to which 22,823,333 equity shares of the Company of Rs.10 each were allotted at a price of Rs.205 per equity share consisting of fresh issue of 5,707,333 equity shares and an offer for sale of 17,116,000 equity shares by the existing shareholders. Out of the total proceeds from the IPO of Rs.46,787.83 lakhs, the Company''s share is Rs.11,700.03 lakhs arising from the fresh issue of equity shares. The equity shares of the Company were listed on National Stock Exchange of India Limited and BSE Limited on 30 April 2015.

Mar 31, 2016

1. 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 Rs. 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 Rs. 25 Lakhs 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.

2. During the year ended 31 March 2015, the Company had issued a notice to Mr. Rudrapratap Tripathi, proprietor of M/s Indian Corporation, alleging that he has entered into a sale deed with the Company in relation to property situated at Bhiwandi, without being duly authorized to do so by the original land owners. The Company has further alleged that Mr. Rudrapratap Tripathi has not disclosed the defects in the title to the property including the fact that the land is an agricultural land. The Company had paid a sale consideration of Rs. 3,240 Lakhs towards purchase of the property. In the aforesaid notice, the Company has also alleged cheating and breach of trust by Mr. Rudrapratap Tripathi and has called upon him to refund Rs. 3,240 Lakhs paid to him along with the stamp duty, registration and other expenses incurred together with interest at the rate of 22 ACU- p.a. from the date of payment till the payment receive date, failing which the Company has the rights to initiate criminal proceedings against him. Management has received necessary representations from the attorney of Mr. Rudrapratap Tripathi in relation to sanctity of title and permitted utility of the aforesaid land towards industrial use and occupation. The attorney has also indicated the intention of Mr. Rudrapratap Tripathi to re-purchase the aforesaid property, if required. Management does not expect any financial impairment of the book value of the aforesaid property considering the representations received from Mr. Rudrapratap Tripathi through his attorney and accordingly no adjustments have been made to the financial statements to this effect.

3. During the year ended 31 March 2015, the Company had sold land at Bengaluru, having book value of Rs.3,128.37 Lakhs for value aggregating Rs. 3,500 Lakhs. The profit on sale of the aforesaid land amounting to Rs. 371.63 Lakhs has been accounted as exceptional item in the Statement of Profit and Loss for the year ended 31 March 2015.

4. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)

- Nil (Previous year: Nil). Commitment relating to lease arrangements (refer note 33) Rs. 10,061.72 Lakhs (Previous year: 9,553.02 Lakhs).

5. The land whereat 34 Wind Turbine Generators (WTGs) are installed (at Kappatgudda, Gadag District, Karnataka) is leased to Suzlon Energy Limited by Karnataka Forest Department. Consequently, Suzlon Energy Limited has transferred the lease in favour of the Company with requisite clearances from Karnataka Forest Department.

6. The Company has entered into Operating lease agreements for godowns and office facilities and such leases are basically cancellable in nature.

Lease rental expense recognized in the Statement of Profit and Loss for the year ended 31 March 2016 in respect of the operating leases is Rs. 7,858.30 Lakhs (Previous year: Rs. 6,949.59 Lakhs).

Lease rental income recognized in the Statement of Profit and Loss for the year ended 31 March 2016 in respect of operating leases is Rs. 447.62 Lakhs (Previous year: Rs. 410.54 Lakhs).

7. 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 has been procured.

The Company has Certified Emission Reductions (CERs) balance of 1,28,821 units (net of 2 ACU- CDM administration fees) for the period 1 January 2013 to January 2015 which has been certified. Further, the certification of CERs generated during the period February 2015 to March 2016 is underway and hence is not quantifiable.

The financial impact of outstanding CERs remains unrecognised in the books of account, the impact of which, as per the management, is not expected to be material to the financial statements.

8. CONTRIBUTION TOWARDS CORPORATE SOCIAL RESPONSIBILITY (CSR)

Section 135 of the Companies Act, 2013 and Rules made thereunder prescribe that every company having a net worth of Rs. 500 crore or more, or turnover of Rs. 1,000 crore or more or a net profit of Rs. 5 crore or more during any financial year shall ensure that the company spends, in every financial year, at least 2 ACU- of the average net profits earned during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy. The provisions pertaining to corporate social responsibility as prescribed under the Companies Act, 2013 are applicable to VRL Logistics Limited. The financial details as sought by the Companies Act, 2013 are as follows:

9. PREVIOUS YEAR FIGURES

The previous year''s figures have been recast / regrouped / rearranged wherever considered necessary.

Mar 31, 2015

Company overview

VRL Logistics Limited (the "Company") is in logistics services dealing mainly in domestic transportation of goods. Other businesses include bus operations, air chartering service, sale of power and sale of certified emission reductions (CER) units generated from operation of wind mills. The operations of the Company are spread all over the country through various branches.

a) Rights/preferences/restrictions attached to equity shares

The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. Any fresh issue of equity shares shall rank pari-passu with the existing shares. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing General Meeting, except interim dividend.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive the remaining assets of the Com- pany, after distribution of all preferential amounts, if any, in proportion to the number of equity shares held by the shareholders.

b) Terms of conversion of preference shares

The conversion parameters are specified in the Share Purchase and Subscription Agreement and Shareholder's agreement dated 15 December 2011 entered into by the Company with the promoters, other shareholders and NSR - PE Mauritius, LLC (the 'investor'), based on which the Company had issued 11,046,875, 0.001% Compulsorily and mandatorily convertible participatory preference shares (CCPPS) of face value of Rs.100 each. These shares were converted on 1 September 2013 in accordance with the conversion parameters specified in the agreements, into 14,836,162 equity shares of Rs.10 each fully paid.

a) Employee benefits

Gratuity is provided based on actuarial valuation for employees covered under the Group Gratuity Scheme. Few employees like drivers and hamaals are not covered under the Group Gratuity Scheme on account of very high attrition rates (specific to the indus- try and in their categories) and therefore gratuity payments made to them during each of the reporting periods are charged to the Statement of Profit and Loss of such periods. Further, no provision is made for compensated absences for drivers and hamaals on similar grounds and such compensated absences are charged to Statement of Profit and Loss in the reporting periods during which such payments are made.

i) Defined Contribution Plans: The amount recognised as an expense during the year is Rs.1,527.89 lacs (Previous year: Rs.1186.38 lacs).

a) There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at 31 March 2015. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company and has been relied upon by the statutory auditors of the Company.

PARTICULARS As at As at 31 March 2015 31 March 2014

2 CONTINGENT LIABILITIES NOT PROVIDED FOR

A] Claims against the Company not acknowledged as Debts

Income tax matters 775.92 513.43

Customs Duty (refer note (c) below) 1,569.02 1,569.02

ESIC matter 12.92 12.92

2,357.86 2,095.37

B] Disputed claims pending in Courts 638.55 529.19

C] Guarantees given on behalf of the Company by banks 37.78 22.10

D] Other contractual matters 334.31 273.50

Total 3,368.50 2,920.16

Notes:-

a. The Company is in appeal against demands from Income Tax, Customs duty and ESIC authorities.

b. 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.

c. Customs duty liability is in respect of alleged violation of terms and conditions of Non Scheduled Air Transport Ser- vice, as claimed by the Customs Department to the extent it can be quantified. The said department has issued a Show cause cum demand notice alleging violation of terms and conditions of Non Scheduled Air Transport Service and de- manded, amongst others, customs duty on the import of air- craft and interest thereon. The Company had earlier availed of the exemption available under the Customs Act, 1962 (the 'Act') and was accordingly assessed to Nil duty under the Act. The Company has deposited the Customs duty, including in- terest thereon, without prejudice to further rights. These payments have been disclosed as deposits in the books of account. The Company has already filed the necessary re- sponse to the notice and expects a favourable order in this regard.

d. Future cash outflows in respect of (A) above can be deter- mined 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 ob- tained by the management in relation to the various cases of Motor Vehicle Accidents, Consumer disputes, Workmen compensation, etc. filed against the Company.

3 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 accord- ance 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 Rs.25 lacs, the authorities have been directed not to take any coercive action and also to deter- mine the Stamp Duty liability. The Company has paid the de- posit of Rs 25 lacs 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.

4 The Company has issued a notice dated 5 November 2014 to Mr. Rudrapratap Tripathi, proprietor of M/s Indian Corpora- tion, alleging that he has entered into a sale deed with the Company in relation to property situated at Bhiwandi, with- out being duly authorized to do so by the original land own- ers. The Company has further alleged that Mr. Rudrapratap Tripathi has not disclosed the defects in the title to the prop- erty including the fact that the land is an agricultural land. The Company has paid a sale consideration of Rs.3,240 lacs towards purchase of the property. In the aforesaid notice, the Company has also alleged cheating and breach of trust by Mr. Rudrapratap Tripathi and has called upon him to re- fund Rs.3,240 lacs paid to him along with the stamp duty, registration and other expenses incurred together with interest at the rate of 22% p.a. from the date of payment till the payment receive date, failing which the Company has the rights to initiate criminal proceedings against him. Man- agement has received necessary representations from the attorney of Mr. Rudrapratap Tripathi in relation to sanctity of title and permitted utility of the aforesaid land towards in- dustrial use and occupation. The attorney has also indicated the intention of Mr. Rudrapratap Tripathi to re-purchase the aforesaid property, if required, at the sale consideration paid by the Company. Management does not expect any financial impairment of the book value of the aforesaid property con- sidering the representations received from Mr. Rudrapratap Tripathi through his attorney and accordingly no adjustments have been made to the financial statements to this effect

5 During the year ended 31 March 2015, the Company had sold land at Bangalore, having book value of Rs.3,128.37 lacs for value aggregating Rs.3,500 lacs. The profit on sale of the aforesaid land amounting to Rs.371.63 lacs has been accounted as exceptional item in the Statement of Profit and Loss for the year ended 31 March 2015.

During the year ended 31 March 2014, the Company had sold land at Gurgaon, Haryana having book value of Rs.1,155.28 lacs for value aggregating Rs.1,860 lacs. An amount of Rs.41 lacs was incurred towards the sale process including conver- sion of land into Non Agricultural Land. The profit on sale of the aforesaid land amounting to Rs.663.72 lacs has been accounted as exceptional item in the Statement of Profit and Loss for the year ended 31 March 2014.

6 Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) - Nil (Previous year: Rs.59.16 lacs).

7 The land whereat 34 Wind Turbine Generators (WTGs) are installed (at Kappatgudda, Gadag District, Karnataka) is leased to Suzlon Energy Limited by Karnataka Forest Depart- ment. Consequently, Suzlon Energy Limited has transferred the lease in favour of the Company with requisite clearances from Karnataka Forest Department.

8 The Company has entered into Operating lease agreements for godowns and office facilities and such leases are basically cancellable in nature.

Lease rental expense recognized in the Statement of Profit and Loss for the year ended 31 March 2015 in respect of the operating leases is Rs.6,949.59 lacs (Previous year: Rs 5,981.19 lacs).

Lease rental income recognized in the Statement of Profit and Loss for the year ended 31 March 2015 in respect of operating leases is Rs. 410.54 lacs (Previous year: Rs.498.46 lacs).

Certain non-cancellable operating leases extend upto a maximum of nine years from their respective dates of incep- tion. Some of such lease agreements have a price escalation clause. Maximum obligations on long term non-cancellable operating leases in accordance with the rentals stated in the respective agreements are as under:

9 CERTIFIED EMISSION REDUCTIONS CREDITS

The Company earns income by trading complete amount of possible Green House Gas (GHG) emission reductions gen- erated by its Windmill project. The Company's Clean Devel- opment Mechanism (CDM) project is registered with the United Nations Framework Convention on Climate Change (UNFCCC) and necessary approvals for the trade of carbon credits has been procured.

The Company has entered into an agreement dated 29 Oc- tober 2009 with Asian Development Bank (ADB) (as trustee of the Asia Pacific Carbon Fund) amended vide 'Amendment and Restatement Agreement' dated 01 August 2011, for sale of Certified Emission Reductions (CERs), generated during the period March 2009 to December 2012 (delivery period). The Company had generated and delivered the relevant units of CERs in accordance with the aforesaid agreements in earlier years and recognised revenue accordingly.

However, as per the 'Sale and Purchase of surplus CER's' clause in the aforesaid agreement, whenever the Company generates surplus CER's i.e. CER's in excess of the contract CER's on or before 31 December 2012, which has been lat- er verified and certified, ADB shall have the right but not the obligation, to purchase the said surplus CER's from the Company. Correspondingly, ADB had procured 61,366 CERs during an earlier year, in accordance with the contract. The balance 11,563 (net of 2% CDM administration fees) CERs, which has been certified but not purchased by ADB along with 69,342 (net of 2% CDM administration fees) CERs certi- fied for the period January 2013 to January 2014, remains unrecognised in the books of account, the impact of which, as per the management, is not expected to be material to the financial statements.

Further, the certification of CERs generated during the pe- riod February 2014 to March 2015 is underway and hence is not quantifiable.

10 EARNINGS PER SHARE

The amount considered in ascertaining the Company's earnings per share constitutes the net profit after tax and includes post tax effect of any exceptional / extra ordinary items. 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 com- prises 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.

11 SEGMENT REPORTING

Reporting segments in accordance with Accounting Standard 17, Segment reporting, prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, are Goods transport, Bus operations, Sale of power and Air chartering service.

12 RELATED PARTY DISCLOSURES

Related party transactions are transfer of resources or obligations between related parties, regardless of whether a price is charged. Parties are considered to be related, if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial or operating decisions. Parties are considered to be related if they are subject to common control or significant influence. List of related parties, as certified by the management, together with the transactions and related balances are given below:

Key Management Personnel (KMP) and their relatives

a. Dr.Vijay Sankeshwar (Chairman & Managing Director)

b. Mr.Anand Sankeshwar (Managing Director)

c. Mrs.Vani Sankeshwar (President) - relative of director

d. Mrs.Lalitha Sankeshwar - relative of director

e. Mrs.Bharati Holkunde - relative of director

f. Mr. Sunil Nalavadi (Chief Financial Officer) (disclosures applicable w.e.f. 1 April 2014)

g. Mr. Aniruddha Phadnavis (Company Secretary) (disclosures applicable w.e.f. 1 April 2014)

Companies in which KMP or their relative have significant influence

a. Aradhana Trust

b. Ayyappa Bhaktha Vrunda Trust

c. Shiva Agencies

d. Sankeshwar Minerals Private Limited

e. Sankeshwar Printers Private Limited

f. VRL Media Limited

Enterprise having significant influence over the entity NSR- PE Mauritius LLC

13 SUBSEQUENT EVENT

The Company completed its Initial Public Offering (IPO) pursuant to which 22,823,333 equity shares of the Company of Rs. 10 each were allotted at a price of Rs. 205 per equity share consisting of fresh issue of 5,707,333 equity shares and an offer for sale of 17,116,000 equity shares by the selling shareholders. The equity shares of the Company were listed on The National Stock Exchange of India Limited and Bombay Stock Exchange Limited on 30 April 2015.

14 PREVIOUS YEAR FIGURES

The previous year's figures have been recast / regrouped / rearranged wherever considered necessary.

Mar 31, 2014

1) Company overview

VRL Logistics Limited (the "Company") is in logistics services dealing mainly in domestic transportation of goods. Other businesses include bus operations, air chartering service, sale of power and sale of certified emission reductions (CER) units generated from operation of wind mills. The operations of the Company are spread all over the country through various branches.

2) Rights / preferences / restrictions attached to equity shares

"The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. Any fresh issue of equity shares shall rank pari-passu with the existing shares. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing General Meeting, except interim dividend.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts, if any, in proportion to the number of equity shares held by the shareholders."

3) Term of conversion of preference shares

Pursuant to conversion parameters specified in the Share Purchase and Subscription Agreement and Shareholder''s agreement dated 15 December 2011 entered with the promoters, other shareholders and NSR - PE Mauritius, LLC (the ''investor''), the Company had issued 11046875, 0.001% compulsorily and mandatorily convertible participatory preference shares (CCPPS) of face value of Rs.100 each. These shares have been converted on 01 September 2013 in accordance with the conversion parameters specified in the agreements, into 14836162 Equity shares of Rs.10 each fully paid.

4) Employee benefits

Gratuity is provided based on actuarial valuation for employees covered under the Group Gratuity Scheme. Few employees like drivers and hamaals are not covered under the Group Gratuity Scheme on account of very high attrition rates (specific to the industry and in their categories) and therefore gratuity payments made to them during each of the reporting periods are charged to the Statement of Profit and Loss of such periods. Further, no provision is made for compensated absences for drivers and hamaals on similar grounds and such compensated absences are charged to Statement of Profit and Loss in the reporting periods during which such payments are made.

i) Defined Contribution Plans: The amount recognised as an expense during the year is Rs.1186.38 lakhs (Previous year: Rs.1069.65 lakhs).

As at As at 31 March 2014 31 March 2013 PARTICULARS

5) CONTINGENT LIABILITIES NOT PROVIDED FOR

A) Claims against the Company not acknowledged as Debts

Income tax matters 513.43 499.12

Central Excise matters - 1085.35

Customs Duty (refer note (c) below) 694.92 694.92

PF and ESIC matters 12.92 12.92

Other contractual matters 273.50 184.63

1494.77 2476.94

B) Disputed claims pending 529.19 478.05 in Courts

Total 2023.96 2954.99

Notes:

a. The Company is in appeal against demands from Income Tax, Provident Fund and ESIC authorities.

b. The above figures for contingent liabilities do not include amounts towards 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.

c. Customs duty liability is in respect of alleged violation of terms and conditions of Non Scheduled Air Transport Service, as claimed by the Customs Department to the extent it can be quantified. The said department has issued a Show cause cum demand notice alleging violation of terms and conditions of Non Scheduled Air Transport Service and demanded, amongst others, customs duty on the import of aircraft and interest thereon. The Company had earlier availed of the exemption available under the Customs Act, 1962 (the ''Act'') and was accordingly assessed to Nil duty under the Act. The Company has deposited the Customs duty, including interest thereon, without prejudice to further rights. These payments have been disclosed as deposits in the books of account. The Company has already filed the necessary response to the notice and expects a favourable order in this regard.

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.

6) 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 Rs.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 Rs.25 lakhs 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.

7) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) - Rs.1070.25 lakhs (Previous year: Rs.568.12 lakhs).

8) In the opinion of the Management, Current Assets, Loans and Advances have a value on realization in the ordinary course of business, at least equal to the amounts at which they are stated.

9) The land whereat 34 Wind Turbine Generators (WTGs) are installed (at Kappatgudda, Gadag District, Karnataka) is leased to Suzion Energy Limited by the Karnataka Forest Department. Consequently, Suzion Energy Limited has transferred the lease in favour of the Company with requisite clearances from Karnataka Forest Department.

10) The Company has entered into Operating lease agreements for godowns and office facilities and such leases are basically cancellable in nature.

Lease rental expense recognized in the Statement of Profit and Loss for the year ended 31 March 2014 in respect of the operating leases is Rs.5981.19 lakhs (Previous year: Rs.4849.43 lakhs).

Lease rental income recognized in the Statement of Profit and Loss for the year ended 31 March 2014 in respect of operating leases is Rs.498.46 lakhs (Previous year: Rs.475.51 lakhs).

Certain non-cancellable operating leases extend upto a maximum of ten years from their respective dates of inception. Some of such iease agreements have a price escalation clause. Maximum obligations on long term non-cancellable operating leases in accordance with the rentals stated in the respective agreements.

11) Other current assets as at 31 March 2013 included net book value of land at Gurgaon, Haryana aggregating Rs.1155.28 lakhs which had been retired from active use and was heid for disposai. This land was accordingiy stated at the lower of net book value and net realisable value as on 31 March 2013. During the year, the Company has entered into a sale deed dated 29 October 2013 with respect to the land at Gurgaon for value aggregating Rs.1860 lakhs. An amount of Rs.41 lakhs was incurred towards the sale process including conversion of land into Non Agricultural Land. The profit on sale of the aforesaid land amounting to Rs.663.72 lakhs has been accounted as exceptional item in the Statement of Profit and Loss for the year ended 31 March 2014.

12) CERTIFIED EMISSION REDUCTIONS CREDITS

The Company earns 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 has been procured.

The Company has entered into an agreement dated 29 October 2009 with Asian Development Bank (ADB) (as trustee of the Asia Pacific Carbon Fund) amended vide ''Amendment and Restatement Agreement'' dated 01 August 2011, for sale of Certified Emission Reductions (CERs), generated during the period March 2009 to December 2012 (delivery period). The Company has generated and delivered the relevant units of CERs in accordance with the aforesaid agreements as at 31 March 2014 and recognised revenue accordingly.

However, as per the ''Sale and Purchase of surplus CER''s'' clause in the aforesaid agreement, whenever the Company generates surplus CER''s i.e.. CER''s in excess of the contract CER''s on or before 31 December 2012, which has been later verified and certified, ADB shall have the right but not the obligation, to purchase the said surplus CER''s from the Company. Correspondingly, ADB had procured 61366 CERs during the year, in accordance with the contract, and the balance 11563 (net of 2% CDM administration fees) CERs, which has been certified but not purchased by ADB, remains unrecognised in the books of account, the impact of which, as per the management, is not expected to be material to the financial statements.

Further, the certification of CERs generated during the period January 2013 to March 2014 is underway and hence is not quantifiable.

13) EARNINGS PER SHARE

The amount considered in ascertaining the Company''s earnings per share constitutes the net profit after tax and includes post tax effect of any exceptional / extra ordinary items. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the period. 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.

14) RELATED PARTY DISCLOSURES

Related party transactions are transfer of resources or obligations between related parties, regardless of whether a price is charged. Parties are considered to be related, if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial or operating decisions. Parties are considered to be related if they are subject to common control or significant influence. List of related parties, as certified by the management, together with the transactions and related balances are given below:

a) Names of related parties and description of relationship:

(i) Key Management Personnel (KMP) and their relatives

a. Dr. Vijay Sankeshwar (Chairman & Managing Director)

b. Mr. Anand Sankeshwar (Managing Director)

c. Mrs. Vani Sankeshwar (President) - relative of director

d. Mrs. Lalitha Sankeshwar - relative of director

e. Mrs. Bharati Holkunde - relative of director

(ii) Companies in which KMP or their relative have significant influence

a. Aradhana Trust

b. Ayyappa Bhaktha Vrunda Trust

c. Shiva Agencies

d. Sankeshwar Minerals Private Limited

e. Sankeshwar Printers Private Limited

f. VRL Cements Limited

g. VRL Media Limited

(iii) Enterprise having significant influence over the entity

NSR-PE Mauritius LLC

15) PREVIOUS YEAR FIGURES

The previous year''s figures have been recast / regrouped / rearranged wherever considered necessary.

Mar 31, 2013

1) Company overview

VRL Logistics Limited (the "Company") is in logistics services dealing mainly in domestic transportation of goods. Other businesses include bus operations, air chartering service, sale of power and sale of certified emission reductions (CER) units generated from operation of wind mills. The operations of the Company are spread all over the country through various branches with concentration in South India and Maharashtra.

2) Rights / preferences / restrictions attached to equity shares

"The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. Any fresh issue of equity shares shall rank pari-passu with the existing shares. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing General Meeting, except interim dividend. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts, if any, in proportion to the number of equity shares held by the shareholders."

3) Term of conversion/right attached to preference shares

"The compulsorily and mandatorily convertible participatory preference shares (CCPPS) are entitled to dividend at 0.001% per annum per CCPPS. In addition, the CCPPS holders have the right to participate further in the distributable profits of the Company and to receive dividends as may be determined by the Board in accordance with and subject to applicable laws (the "Participatory Preferential Dividend" and together with the Fixed Preferential Dividend, the "Preferential Dividend") provided that the aggregate preferential dividend in any period shall be equal to the amount which would have been payable as dividend to the holders of the CCPPS assuming all the CCPPS had been converted into equity shares. The CCPPS shall be mandatorily and compulsorily converted into equity shares on 1 September 2013 in accordance with the conversion parameters specified in the Share Purchase and Subscription Agreement and Shareholder''s agreement dated 15 December 2011. The holders of preference shares have rights to receive notices of, attend or vote at general meetings subject to conditions mentioned in the aforesaid agreement. In the event of liquidation of the Company before conversion of CCPPS, the holders of preference shares will have priority over equity shares in the payment of dividend and repayment of capital."

4) Employee benefits

Gratuity is provided based on actuarial valuation for employees covered under the Group Gratuity Scheme. Few employees like drivers and hamaals are not covered under the Group Gratuity Scheme on account of very high attrition rates (specific to the industry and in their categories) and therefore gratuity payments made to them during each of the reporting periods are charged to the Statement of Profit and Loss of such periods. Further, no provision is made for compensated absences for drivers and hamaals on similar grounds and such compensated absences are charged to Statement of Profit and Loss in the reporting periods during which such payments are made.

i) Defined Contribution Plans: The amount recognised as an expense during the year is Rs.1069.65 lakhs (Previous year: Rs.833.86 lakhs).

PARTICULARS As at As at 31.03.2013 31.03.2012

5) CONTINGENT LIABILITIES NOT PROVIDED FOR

A] Claims against the Company not acknowledged as Debts

Income tax matters 499.12 485.01

Service tax matters - 514.40

Central Excise matters 1085.35 1085.35

Customs Duty (refer note (c) below) 694.92 694.92

PF and ESIC matters 12.92 12.92

Other contractual matters 184.63 113.07

2476.94 2905.67

B] Disputed claims pending in Courts 9560.95 7199.47

Total 12037.89 10105.14

Notes:

a. The Company is in appeal against demands from Income Tax, Provident Fund and ESIC authorities.

b. The above figures for contingent liabilities do not include amounts towards 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.

c. Customs duty liability is in respect of alleged violation of terms and conditions of Non Scheduled Air Transport Service, as claimed by the Customs Department to the extent it can be quantified. The said department has issued a Show cause cum demand notice alleging violation of terms and conditions of Non Scheduled Air Transport Service and demanded, amongst others, customs duty on the import of aircraft and interest thereon. The Company had earlier availed of the exemption available under the Customs Act, 1962 (the ''Act'') and was accordingly assessed to Nil duty under the Act. The Company has deposited the Customs duty, including interest thereon, without prejudice to further rights. These payments have been disclosed as deposits in the books of account. The Company has already filed the necessary response to the notice and expects a favourable order in this regard.

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 pertains to the various cases of Motor Vehicle Accidents, Consumer disputes, Workmen compensation, etc. filed against the Company. A substantial portion of the expected liability / payment arising out of the same would devolve on third parties such as Insurance Companies, etc.

5) 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 Rs.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 Rs.25 lakhs 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.

6) During the year ended 31 March 2013, the Company received income tax refund of Rs.279.18 lakhs in relation to assessment year 2011-12, which has been adjusted against the advance tax for the aforesaid year. However, Company is yet to receive the concluding order in this respect. In the opinion of the management, no financial liability is expected to arise in this regard. Further, the appropriate allocation towards amount paid as advance tax in earlier years and interest income will be made once the final orders are received in this respect.

7) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) Rs.568.12 lakhs (Previous year: Rs.5,513.86 lakhs).

8) In the opinion of the Management, Current Assets, Loans and Advances have a value on realization in the ordinary course of business, at least equal to the amounts at which they are stated.

9) The land whereat 34 Wind Turbine Generators (WTGs) are installed (at Kappatgudda, Gadag District, Karnataka) is leased to Suzlon Energy Limited by the Karnataka Forest Department. Consequently, Suzlon Energy Limited has transferred the lease in favour of the Company with requisite clearances from Karnataka Forest Department.

10) The Company has entered into Operating leases for godowns and office facilities and such leases are basically cancellable in nature.

Lease rental expense recognized in the Statement of Profit and Loss for the year ended 31 March 2013 in respect of the operating leases is Rs.4,849.43 lakhs (Previous year: Rs.3984.61 lakhs).

Lease rental income recognized in the Statement of Profit and Loss for the year ended 31 March 2013 in respect of operating leases is Rs.475.51 lakhs (Previous year: Rs.241.67 lakhs).

Certain non-cancellable operating leases extend upto a maximum of six years from their respective dates of inception. Some of such lease agreements have a price escalation clause. Maximum obligations on long term non-cancellable operating leases in accordance with the rentals stated in the respective agreements.

11) Other current assets as at 31 March 2013 include net book value of land at Gurgaon, Haryana aggregating Rs.1155.28 lakhs which has been retired from active use and is held for disposal. In accordance with Accounting Standard 10, Accounting for Fixed Assets, items of fixed assets that have been retired from active use and held for disposal are stated at the lower of net book value and net realisable value. The net realisable value as per the agreement of sale dated 13 October 2010, entered into with the buyer is Rs.1600 lakhs and therefore it is stated at its book value. Advance received in accordance with the aforesaid agreement is Rs.160 lakhs. An amount of Rs.41 lakhs has been incurred towards the sale process including conversion of land into Non Agricultural Land and hence would be adjusted against the sale consideration when the entire transaction concludes, which is expected in the financial year 2013-14.

The Company had authorised the buyer to construct a warehouse on the said land and enter into lease deed on behalf of the Company. The buyer misused such authorisation and executed and registered a lease deed for the said property in favour of his wife for a period of 30 years. The Company has initiated legal proceedings against the buyer in the Civil and Criminal Court, Gurgaon (the ''Court'') and the Court has granted a ''Status Quo Injunction'' in respect of the said property and the aforesaid lessee is restrained from occupation of the said property. The management is confident of concluding the entire transaction in the financial year 2013-14 and recovering the balance consideration.

12) The Company was contemplating to purchase properties in Gurgaon for establishing a Transhipment Yard. The Company has entered into an agreement with Vikas Yadav for arranging the sale deed from the respective land owners at Gurgaon and a sum of Rs.660 lacs was paid in the year 2011-12 towards the same. The Company subsequently realised that the property shown by Vikas Yadav has been notified by Government of Haryana for acquisition towards Civic amenities and since this matter was suppressed by Vikas Yadav, the deal had to be cancelled. Further, Vikas Yadav is not able to pay back the amount paid by the Company and accordingly the Company has filed both Civil and Criminal Cases at Hubballi for recovery of the amount. The management is confident of recovering the advance amount in the financial year 2013-14.

13) CERTIFIED EMISSION REDUCTIONS CREDITS

The Company earns 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 has been procured

The Company has entered into an agreement dated 29 October 2009 with Asian Development Bank (ADB) (as trustee of the Asia Pacific Carbon Fund) amended vide ''Amendment and Restatement Agreement'' dated 01 August 2011, for sale of Certified Emission Reductions (CERs), generated during the period March 2009 to December 2012 (delivery period). The Company has generated and delivered the relevant units of CERs in accordance with the aforesaid agreements as at 31 March 2013 and recognised revenue accordingly.

As per the ''Sale and Purchase of surplus CER''s'' clause in the aforesaid agreement, when the Company generates surplus CER''s i.e. CER''s in excess of the contract CER''s on or before 31 December 2012, which are later verified and certified, ADB shall have the right but not the obligation, to purchase the said surplus CER''s from the Company. Subsequent to the Balance Sheet date, 72,929 (net of 2% CDM administration fees) CER''s have been certified and are ready to be delivered. However, ADB has agreed to procure 61,366 CERs in accordance with the contract.

14) EARNINGS PER SHARE

The amount considered in ascertaining the Company''s earnings per share constitutes the net profit after tax and includes post tax effect of any exceptional / extra ordinary items. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the period. 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.

15) RELATED PARTY DISCLOSURES

Related party transactions are transfer of resources or obligations between related parties, regardless of whether a price is charged. Parties are considered to be related, if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial or operating decisions. Parties are considered to be related if they are subject to common control or significant influence. List of related parties, as certified by the management, together with the transactions and related balances are given below:

Key Management Personnel (KMP) and their relatives

a . M r. Vijay Sankeshwar (Chairman & Managing Director)

b. Mr. Anand Sankeshwar (Managing Director)

c. Mrs. Vani Sankeshwar - relative of director

d. Mrs. Lalitha Sankeshwar - relative of director

e. Mrs. Bharati Holkunde - relative of director

Companies in which KMP or their relative have significant influence

a. Aradhana Trust

b. Shiva Agencies

c. Sankeshwar Minerals Private Limited

d. Sankeshwar Printers Private Limited

e. VRL Cements Limited

f. VRL Media Limited

Enterprise having significant influence over the entity

NSR - PE Mauritius LLC

Mar 31, 2012

1) Employee benefits

Gratuity is provided based on actuarial valuation for employees covered under the Group Gratuity Scheme. Few employees like drivers and hamaals are not covered under the Group Gratuity Scheme on account of very high attrition rates (specific to the industry and in their categories) and therefore gratuity payments made to them during each of the reporting periods are charged to the Statement of Profit and Loss of such periods. Further, no provision is made for compensated absences for drivers and hamaals on similar grounds and such compensated absences are charged to Statement of Profit and Loss in the reporting periods during which such payments are made.

i) Defined Contribution Plans: The amount recognised as an expense during the year is Rs.833.86 lacs (Previous year: Rs.706.47 lacs).

ii) Defined Benefit Plans (Gratuity scheme):

PARTICULARS As at As at 31.03.2012 31.03.2011 2) CONTINGENT LIABILITIES NOT PROVIDED FOR

A] Claims against the Company not acknowledged as Debts

Income tax matters 485.01 1,020.10

Service tax matters - Others 514.40 514.40

Central Excise matters 1085.35 809.19

Customs Duty (refer note (c) below) 694.92 694.92

PF and ESIC matters 12.92 12.92

Other contractual matters 113.07 53.11

2905.67 3104.64

B] Disputed claims pending in Courts 7199.47 6011.34

Total 10105.14 9115.98

Notes:

a. The Company is in appeal against demands from Income Tax, Service Tax, Provident Fund and ESIC authorities.

b. The above figures for contingent liabilities do not include amounts towards penalties 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.

c. The Finance Act 2011, which received the assent of the President of India on 8 April 2011, has retrospectively exempted with effect from 1 April 2000, service tax levied on tour operators having a contract carriage permit for inter-state or intra state transportation of passengers. The Customs, Excise and Service Tax Appellate Tribunal (CESTAT) has directed the adjudicating authorities (Commissioner of Central Excise and Customs) to consider the assessees'' claim for exemption and pass speaking orders after giving the assessees reasonable opportunities of being personally heard. Considering these developments, the management believes that there would be no liability to pay service tax on tour operator service based on demands raised earlier and accordingly has not disclosed the same as contingent liability.

d. Customs duty liability is in respect of alleged violation of terms and conditions of Non Scheduled Air Transport Service, as claimed by the Customs Department to the extent it can be quantified. The said department has issued a Show cause cum demand notice alleging violation of terms and conditions of Non Scheduled Air Transport Service and demanded, amongst others, customs duty on the import of aircraft and interest thereon. The Company had earlier availed of the exemption available under the Customs Act, 1962 (the ''Act'') and was accordingly assessed to Nil duty under the Act. The Company has deposited the Customs duty, including interest thereon, without prejudice to further rights. These payments have been disclosed as deposits in the books of account. The Company has already filed the necessary response to the notice and expects a favourable order in this regard.

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

f. The amount disclosed in respect of (B) above pertains to the various cases of Motor Vehicle Accidents, Consumer disputes, Workmen compensation, etc. filed against the Company. A substantial portion of the expected liability / payment arising out of the same would devolve on third parties such as Insurance Companies, etc.

3) The Company has received a letter during the year from the Department of Stamps and Registration, Government of Karnataka, 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 before the Honourable High Court of Karnataka, Circuit Bench at Dharwad and subsequent to the Balance Sheet date, the Honourable Court has passed Interim Orders to deposit a sum of Rs.25 lacs pending disposal of the case. The quantum of Stamp Duty payable is yet to be arrived at by the Government. 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.

4) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) - Rs.5513.86 lacs (Previous year: Rs.1937.63 lacs).

5) In the opinion of the Management, Current Assets, Loans and Advances have a value on realization in the ordinary course of business, at least equal to the amounts at which they are stated.

6) The land whereat 34 Wind Turbine Generators (WTGs) are installed (at Kappatgudda, Gadag District, Karnataka) is leased to Suzlon Energy Limited by the Karnataka Forest Department. Consequently, Suzlon Energy Limited has transferred the lease in favour of the Company with requisite clearances from Karnataka Forest Department.

7) The Company has entered into Operating leases for godowns and office facilities and such leases are basically cancellable in nature.

Lease rental expense recognized in the Statement of Profit and Loss for the year ended 31 March 2012 in respect of the operating leases is Rs.3984.61 lacs (Previous year: Rs.3311.90 lacs)

Lease rental income recognized in the Statement of Profit and Loss for the year ended 31 March 2012 in respect of operating leases is Rs.241.67 lacs (Previous year: Rs.230.41 lacs).

Certain non-cancellable operating leases extend upto a maximum of five years from their respective dates of inception. Some of such lease agreements have a price escalation clause. Maximum obligations on long term non-cancellable operating leases in accordance with the rentals stated in the respective agreements.

8) Other current assets as at 31 March 2012 include net book value of land at Gurgaon, Haryana aggregating Rs.1155.28 lacs which has been retired from active use and is held for disposal. In accordance with Accounting Standard 10, Accounting for Fixed Assets, items of fixed assets that have been retired from active use and held for disposal are stated at the lower of net book value and net realisable value. The net realisable value as per the agreement of sale dated 13 October 2010, entered into with the buyer is Rs.1600 lacs and therefore it is stated at its book value. Advance received in accordance with the aforesaid agreement is Rs.160 lacs. An amount of Rs.41 lacs has been incurred towards the sale process including conversion of land into Non Agricultural Land and hence would be adjusted against the sale consideration when the entire transaction concludes, which is expected in the financial year 2012-13.

The Company had authorised the buyer to construct a warehouse on the said land and enter into lease deed on behalf of the Company. The buyer misused such authorisation and executed and registered a lease deed for the said property in favour of his wife for a period of 30 years. The Company has initiated legal proceedings against the buyer in the Civil and Criminal Court, Gurgaon (the ''Court'') and the Court has granted a ''Status Quo Injunction'' in respect of the said property and the aforesaid lessee is restrained from occupation of the said property. The management is confident of concluding the entire transaction in the financial year 2012-13 and recovering the balance consideration.

9) CERTIFIED EMISSION REDUCTIONSCREDITS The Company earns 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 has been procured.

The Company has entered into an agreement dated 29 October 2009 with Asian Development Bank (ADB) (as trustee of the Asia Pacific Carbon Fund) amended vide ''Amendment and Restatement Agreement'' dated 01 August 2011, for sale of Certified Emission Reductions (CERs), generated during the period March 2009 to December 2012 (delivery period). The Company has generated and delivered the relevant units of CERs in accordance with the aforesaid agreements as at 31 March 2012 and recognised revenue accordingly.

10) MANAGERIAL REMUNERATION

Managerial remuneration under Section 198 of the Companies Act, 1956, read along with provisions of Schedule XIII, paid / payable to the Directors is as under:

11) EARNINGS PER SHARE

The amount considered in ascertaining the Company''s earnings per share constitutes the net profit / (loss) after tax and includes post tax effect of any exceptional / extra ordinary items. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the period. 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.

12) RELATED PARTY DISCLOSURES

Related party transactions are transfer of resources or obligations between related parties, regardless of whether a price is charged. Parties are considered to be related, if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial or operating decisions. Parties are considered to be related if they are subject to common control or significant influence. List of related parties, as certified by the management, together with the transactions and related balances are given below:

a) Names of related parties and description of relationship:

1. Key Management Personnel (KMP) a. Mr. Vijay Sankeshwar and their relatives (Chairman & Managing Director)

b. Mr. Anand Sankeshwar (Managing Director)

c. Mrs. Vani Sankeshwar - relative of Director

d. Mrs. Lalitha Sankeshwar - relative of director

e. Mrs. Bharati Holkunde - relative of director

2. Companies in which KMP or their a. Aradhana Trust relative has significant influence b. Shiva Agencies

c. Sankeshwar Minerals Private Limited d. Sankeshwar Printers Private Limited

e. VRL Cements Limited f. VRL Media Limited

13) SUBSEQUENTEVENTS

The Company has entered into a Share Purchase and Subscription Agreement and Shareholders'' agreement dated 15 December 2011 with the promoters, other shareholders and NSR - PE Mauritius, LLC (the ''investor'') partly amended vide First Amendment Agreement dated 27 March 2012, for issue and allotment of 11046875, 0.001% compulsorily and mandatorily convertible participatory preference shares (CCPPS) of face value of Rs.100 each of the Company at an issue price of Rs.113.15 per share, aggregating Rs.12500 lacs. The CCPPS shall be mandatorily and compulsorily converted into equity shares of Rs.10 each on 1 September 2013 in accordance with the conversion parameters specified in the agreements. The issue and allotment of CCPPS have been completed in the month of April 2012.

The Board of Directors of the Company have recommended a final dividend of 6% (Rs.0.60 per share of face value, Rs.10 each) to its equity shareholders for the financial year 2011-12. Pursuant to such equity dividend recommendation and in view of the participating nature of the CCPPS issued to the investor, a further provision of Rs.66.28 lacs is being made towards proportionate dividend payable on such CCPPS in accordance with the Shareholders'' agreement entered into with the said Investor.

14) PREVIOUS YEAR FIGURES

The previous year''s figures have been recast / regrouped / rearranged wherever considered necessary in accordance with Revised Schedule VI forming part of the Companies Act, 1956 and effective for the financial year commencing on or after 01 April 2011.

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