PERFORMANCE AND STATE OF COMPANY'S AFFAIRS

STANDALONE

The performance of your Company during the year under review was satisfactory. Your Company has achieved a turnover of H 1752.67 crores (net of discount and rebates H 1555.13 crores) as compared to H 1701.11 crores (net of discount and rebates H 1492.36 crores) in the previous year, an increase of 3.03%. During 2023-24, the Company had undertaken various transition and marketing initiatives aimed towards exploring of new and emerging routes to market by way of creation of new verticals and increasing its focus on better product mix and premiumisation. The objective for the year was to get back to high profitability levels and to lay foundation for transformation that would be required for the Company to move forward in order to reach higher levels of performance. Besides putting constant focus on the profitability, resources had also been deployed to build up the topline in tandem with the fundamental and structured change initiatives that had been adopted. In view of the same the Company could achieve an overall improvement in product mix which coupled with various austerity measures that were adopted had resulted in achieving an increased profitability during the year. Further the efforts undertaken towards raw material and finished goods inventory management and rationalization of costs incurred on account of various schemes declared from time to time also had its positive effect on the bottom-line during 2023-24. As such during the year the Company achieved a Profit before Tax (PBT) of H 137.31 crores as compared to H 106.07 crores in the preceding year. Profit after Tax (after taking into account Other Comprehensive Income net of Tax) for the year under review was at H 108.95 crores against H 84.63 crores in the previous year.

CONSOLIDATED

During the financial year ended 31st March, 2024 the Company had achieved a turnover (net of discount and rebates) of

H 1931.19 crores as compared to H 1853.80 crores for previous year. The Consolidated Profit before Tax was at H 187.17 crores as compared to H 147.16 crores for the preceding year. Profit after Tax (after taking into account Other Comprehensive Income net of Tax) for the year under review was at H 143.75 crores against H 116.04 crores in the previous year.

The Company's wholly owned step down subsidiary Granville Oil & Chemicals Limited (GOCL) performed creditably during the year under review. During the financial year ended 31st March, 2024, GOCL achieved a turnover of GBP 29.79 million as compared to GBP 27.92 million (GBP 27.10 million after adjustment of schemes) for previous year. The Profit before Tax was higher at GBP 6.39 million as compared to GBP 5.53 million for the preceding year.

During the year 2023-24, Eneos Tide Water Lubricants India Pvt. Ltd. (formerly JX Nippon TWO Lubricants India Pvt. Ltd.) (ENTI), the joint venture company wherein your Company continues to hold 50% stake has achieved a turnover of H 249.46 crores as compared to H 208.20 crores for the previous year. The Company has achieved a Profit before Tax (PBT) of H 39.27 crores as compared to H 22.47 crores in the preceding year.

BRAND 'VEEDOL'

The Company has the global rights to a wide portfolio of registered trademarks for the master brand 'VEEDOL' as well as its associate product sub-brands and iconic logos. The Company has exploited this opportunity for marketing lubricants under the 'VEEDOL' brand in various geographies around the world.

INTERNATIONAL OPERATIONS

Your Company had invested in 100% shares of Veedol UK Limited (formerly Price Thomas Holdings Limited), having a wholly owned subsidiary viz. Granville Oil & Chemicals Limited (GOCL), which is engaged in manufacturing and selling of lubricants

and automotive after care products. Since GOCL has its own manufacturing facility, it has resulted in competitive product pricing internationally. Also, the range of products and its sales distribution network have been beneficial for the Company's international operations. GOCL mainly operates in United Kingdom and key brands marketed inter alia include Granville, Gunk, Nova and Autosol. GOCL is presently manufacturing Veedol products for different geographies.

Other than as stated above and besides holding 100% shares of Veedol International Limited the Company presently has two wholly owned subsidiaries viz. Veedol International DMCC (VID), UAE and Veedol Deutschland GmbH (VDG), Germany to cater to the Middle East Asian Region and Eastern Europe, respectively. Veedol International Limited has also licensed the Veedol brand inter alia to licensees in Canada, Mexico, France, Germany, Italy, Portugal and Republic of South Africa for sales thereat. The Company has initiated its efforts in re-organizing its European operations with a view to consolidate its business and supply chain management for the said geography. Towards this, the Board of Directors vide its resolution dated 18th May, 2024 resolved to close the operations of Veedol Deutschland GmbH and dissolve the same with effect from 1 st September, 2024. The geographies that are presently serviced by Veedol Deutschland GmbH will be catered through other subsidiary company(ies).

WIND ENERGY BUSINESS

During the year 2023-24, the revenue generated from the Wind Energy Project amounted to H 1.93 crores.

RESERVES AND DIVIDEND

During the year under review as well as during the previous year, the Company has not transferred any amount to the General Reserves. As on 31st March, 2024, Other Equity of the Company were at H 709.14 crores. An amount of H 108.95 crores is proposed to be retained as surplus in the Statement of Profit and Loss.

On 5th December, 2023 your Company had paid an interim dividend of 1000% (H 20.00 per ordinary share) for the financial year 2023-24 involving a total dividend outflow of H 34.85 crores. In addition to the aforesaid, on 6th March, 2024 your Company had paid a second interim dividend of 600% (H 12.00 per ordinary share) for the financial year 2023-24 involving a total dividend outflow of further H 20.91 crores. In view of present financial results, your Directors have the pleasure in recommending a final dividend of 1000% (H 20.00 per ordinary share) on the ordinary shares of H 2/- each for the financial year 2023-24. The final dividend that will be recommended for 2023-24 will be distributed to the eligible shareholders within 30 (thirty) days from the date of the 101st Annual General Meeting. The final dividend is in addition to the interim dividends, as already distributed. The Dividend Distribution Policy is available at the official website of the Company at the weblink https://www. veedolindia.com/sites/default/files/assets/pdf/DIVIDEND%20 DISTRIBUTION%20POLICY.pdf. Dividend(s) declared / to be declared were / is in line with the policy referred above and was met / will be met from internal cash accruals.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

Your Directors affirm their commitment to good Corporate Governance practices. The report on Corporate Governance as per the requirement of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, together with a certificate from a Practicing Company Secretary and declaration by the Managing Director form part of this report.

SUBSIDIARY COMPANIES

Veedol International Limited, Veedol International DMCC, Veedol Deutschland GmbH and Veedol UK Limited (formerly Price Thomas Holdings Limited) continue to be the wholly owned overseas subsidiaries of the Company. With a view to restructure Europeon Operations and consolidated its business and supply chain management for the said geography, the Board of Directors vide its resolution dated 18th May, 2024 resolved to close the operations of Veedol Deutschland GmbH and dissolve the same with effect from 1st September, 2024. Detailed disclosure relating to this is available at the official website of the Company at the weblink https://www.veedolindia.com/sites/default/files/ assets/pdf/disclosures-reg-30/bmoutcome18052024.pdf. As on 31st March, 2024 all the above companies excepting Veedol UK Limited are deemed to be non-material and non-listed subsidiary companies in terms of the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. Veedol UK Limited is deemed to be a material non-listed subsidiary. The policy for determining 'Material Subsidiaries' is available at the official website of the Company at the weblink https:// www.veedolindia.com/sites/default/files/assets/pdf/Material-Subsidiary-Policy-2.pdf.

The Statement of Accounts along with the Report of the Board of Directors and Auditors relating to your Company's Overseas Subsidiaries for the financial year 2023-24 are not annexed. Shareholders who wish to have a copy of the full Report and Accounts of the aforesaid subsidiary companies will be provided the same, on receipt of a written request. These documents will also be available for inspection by any shareholder at the Registered Office of the Company and the concerned subsidiary companies during business hours on all working days till 23rd August, 2024. However, for the purpose of inspection, the documents shall also be available at the website of the Company at www.veedolindia.com under 'Financials of Subsidiary Companies'.

PERFORMANCE OF SUBSIDIARIES AND JOINT VENTURE COMPANIES AS PER RULE 8(4) OF THE COMPANIES (ACCOUNTS) RULES, 2014

A report on the performance and the financial position of each of the Subsidiaries and Joint Venture Companies as per the Companies Act, 2013 is annexed to the Consolidated Financial Statement and hence not repeated here for the sake of brevity.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sections 134(3)(c) and 134(5) of the Companies Act, 2013 (Act), with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any;

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

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

iv. The Directors had prepared the annual accounts on a going concern basis;

v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loan given, investment made and guarantee given alongwith the purpose for which the loan or guarantee is proposed to be utilized by the recipient is provided in the financial statements (Please refer Note 4, 5, 36 and 37 to the Standalone Financial Statements). No loan / advance is outstanding to any subsidiary, associate or any firm / company in which the Directors are interested other than as referred in the aforesaid Note read with Note 42 of the Standalone Financial Statements and Note 44 of the Consolidated Financial Statements specifying the name and amount thereof and pursuant to the proviso to Section 134(3) the same have not been repeated here for the sake of brevity. This may be regarded as a disclosure as required under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2019, read with all relevant notifications as issued by the Ministry of Corporate Affairs from time to time all shares in respect of which dividends have remained unpaid or unclaimed for a period of seven consecutive years have been transferred by the Company, within the stipulated due date, to the Investor Education and Protection Fund (IEPF). Members / claimants whose shares or unclaimed dividends, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for a refund by approaching the Company for issue of Entitlement Letter along with all the required documents before making an application to the IEPF Authority in Form IEPF-5 (available on http://www.iepf.gov. in) along with requisite fee as decided by the IEPF Authority from time to time.

Due Dates for Transfer of Unclaimed/Unpaid Dividends to the Investor Education and Protection Fund (IEPF)

The member/claimant can file only one consolidated claim in a financial year as per the IEPF Rules.

Details of shareholders alongwith their folio number or DP. ID. and Client ID., who have not claimed their dividends for the last seven consecutive years i.e. 2016-17 (final dividend) to 202223 (inclusive of interim and final dividends) and whose shares are therefore liable for transfer to the IEPF Demat Account, are displayed on the website of the Company at https://www. veedolindia.com/investor/shareholders-details-for-transfer-to-iepf. Actual transfers are effected after sending individual communication to the concerned shareholders and issuance of public notice. Members are requested to ensure that they claim the dividends and shares, before they are transferred to the said fund.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31st March, 2023 and also for the interim dividends declared during 2023-24 on the Company's website (www.veedolindia.com) and also on the Ministry of Corporate Affairs' website.

Further please note that in case of physical shares, if any folio is incomplete with regard to the prescribed requirements as per SEBI Circular i.e. PAN, Nomination, Contact details, Bank A/c details and Specimen signature, the same is required to be updated in writing to the Company's RTA, Maheshwari Datamatics Pvt. Ltd. at 23, R. N. Mukherjee Road, 5th Floor, Kolkata-700001 on immediate basis. Necessary details /modalities / forms in this regard are available at the Company's website at weblink https:// www.veedolindia.com/investor/forms-for-shareholders and at the RTA's website www.mdpl.in. Shareholders may please note that dividend on such incomplete folios will be treated in the manner as prescribed by the Securities and Exchange Board of India vide its Master Circular No. SEBI/HO/MIRSD/POD-1/P/ CIR/2023/70 dated 17th May, 2023.

CORPORATE WEBSITES

The websites of your Company, www.veedolindia.com and www.veedol.com carry comprehensive database of information of interest to the stakeholders including the corporate profile, information with regard to products, plants and various depots, financial performance of your Company, corporate policies and others.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business, during the period under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year, there were no material changes and / or commitments affecting the financial position of the Company and no such changes and / or commitments have occurred between 1st April, 2024 and the date of this report.

Particulars regarding Boards' decision on closure of operation of Veedol Deutschland GmbH and dissolution thereof with effect from 1st September, 2024 has been detailed under the respective sections of this report relating to subsidiary companies and its operations.

REPORTABLE FRAUDS

No fraud has been reported by the Auditors under Section 143(12) of the Companies Act, 2013, during the period under review.

DIRECTORS

Shri Sanjoy Bhattacharya had resigned from the Board of Directors with effect from the close of business on 31st August, 2023 and his resignation was duly noted by the Board of Directors at its 341st Board Meeting held on 11th September, 2023.

Vide shareholders' resolution dated 30th October, 2023 Shri Rajinder Singh Manku was appointed as a Non-Executive and Non-Independent Director of the Company with effect from 11th September, 2023. Shri Manku had resigned from the Board of Directors with effect from 9th January, 2024 and his resignation was duly noted by the Board of Directors at its 343 rd Board Meeting held on 13th February, 2024.

Vide shareholders' resolution dated 26th March, 2024 Shri Ananta Mohan Singh was appointed as a Non-Executive and Non-Independent Director of the Company with effect from 13th February, 2024.

In accordance with the provisions of Section 152(6)(c) of the Companies Act, 2013 and your Company's Articles of Association, Shri Vinod S. Vyas, Director retires by rotation and is eligible for re-appointment.

Brief resume / details relating to Shri Vinod S. Vyas is furnished in the said notice.

Pursuant to Regulation 36(3)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, it is disclosed that no Directors share any relationship inter-se.

DECLARATIONS BY THE INDEPENDENT DIRECTORS

All Independent Directors have given declarations to the Company stating their independence pursuant to Section 149 of the Companies Act, 2013 and the same have been noted by the Board. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, domain knowledge, experience and expertise in the fields of finance, administration, management, strategy, etc. and they hold highest standards of integrity. All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar (IICA) as required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and thereby have complied with the provisions of sub-rule (1) and sub-rule (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended and to the extent applicable. All the Independent Directors have also complied with the provisions of sub-rule (4) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended. This may be deemed to be a disclosure as required under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, as amended.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company has framed a Remuneration Policy, in relation to remuneration of Directors, Key Managerial Personnels (KMPs) and Senior Management, as recommended by the Nomination and Remuneration Committee of the Board of Directors. The details of such policy i.e. summary, weblink, etc. have been furnished in the Corporate Governance Report forming part of this Annual Report. The Nomination and Remuneration Policy, as framed, inter alia includes its objective, applicability, matters

relating to the remuneration, perquisites for the Wholetime / Executive / Managing Director, remuneration for Non-Executive / Independent Director(s), Stock Options, remuneration for KMPs, Senior Management Personnels and Other Employees and interpretation provision. This may be deemed to be disclosure as required under proviso of Section 178(4) read with Section 134 of the Companies Act, 2013, as amended relating to salient features of Nomination and Remuneration Policy. The entire policy is available on the Company's website at the weblink https://www.veedolindia.com/sites/default/files/assets/pdf/ REMUNERATION-POLICY-1.pdf. Further disclosure as stated under Section 134(3)(e) of the Companies Act, 2013 has not been provided in view of the provisions as contained under second proviso to Section 134 (3) of the Companies Act, 2013. Shri Arijit Basu, Managing Director does not receive any remuneration or commission from any other subsidiary company. This may be deemed to be a disclosure as required under Section 197(14) of the Companies Act, 2013.

The Board of Directors vide their resolution dated 18th May, 2024 on recommendation of the Nomination and Remuneration Committee has approved providing of commission to the Managing Director not exceeding one percent per annum of the net profit of the Company calculated in accordance with the provisions of Section 198 of the Act and Rules made thereunder, or such other amounts or proportions or such percentage of the net profit not exceeding the above and in such manner and in all respects as may be decided and directed by the Board of Directors from time to time based on the recommendation of the Nomination and Remuneration Committee for the financial years commencing with the financial year 2024-25, subject to approval of the shareholders of the Company.

Further the Board of Directors vide their resolution dated 18th May, 2024 on recommendation of the Nomination and Remuneration Committee, subject to the approval of the shareholders, has sanctioned payment of commission not exceeding in aggregate, one percent per annum of the net profit of the Company calculated in accordance with the provisions of Section 198 of the Act and Rules made thereunder, to the NonExecutive Directors, including Independent Directors or some or any of them in such amounts or proportions and in such manner and in all respects as may be decided and directed by the Board of Directors from time to time based on the recommendation of the Nomination and Remuneration Committee. Such payments, if approved will be made in respect of the profits of the Company for the financial years commencing with the financial year 2024-25.

Since the aforesaid propositions will require approval of the shareholders suitable resolutions in this regard have been included in the Notice convening the 101st Annual General Meeting.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

In compliance with the Companies Act, 2013 and applicable regulations, the performance evaluation of the Board was carried out during the year under review. The Board Evaluation and Diversity Policy which had been framed by the Company

for the purpose of establishing, inter alia, qualifications, positive attributes, independence of Directors and determination of criteria based on which such evaluation is required to be carried out includes matters stated in guidance notes issued by the Securities and Exchange Board of India (SEBI) vide its Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January, 2017 thereby modifying the evaluation process.

A separate meeting of Independent Directors was held on 13th February, 2024, wherein the required evaluation was carried out in terms of the modified policy thereof. More details on the same are given in the Corporate Governance Report.

The performance evaluation of the Board was carried out considering its composition, competency, experience, mix of qualification of directors, regularity and frequency of its meetings, its functions based on inter alia role and responsibility, strategy, evaluation of risks and its independence of management, access to management, etc. The performance of the Board Committees was evaluated based on its respective mandate and composition, effectiveness, structure and meetings, independence from the Board and contribution to decisions of the Board. The performance of Chairman, Managing Director, Independent Directors and Non-Executive Directors were evaluated based on inter alia leadership and stewardship abilities, qualification and experience, knowledge and competency, attendance record, intensity of participation at meetings, quality of interventions and special contributions during the Board Meeting, identification, monitoring and mitigation of significant corporate risks, etc. The Independent Directors were additionally evaluated based on independence, ability of expressing independent views and judgment, etc. Additional criteria for evaluation of Chairman were based on effectiveness of leadership and ability to steer meetings, impartiality, commitment and ability to keep shareholders' interests in mind. Performance evaluation of the Board and its Committees were carried out by the Independent Directors and each individual Director at the meeting of the Board of Directors held on 13th February, 2024. Independent Directors also evaluated performance of the Chairman, each Non-Executive Director and the Managing Director. The performance evaluation of each of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. This may be deemed to be a disclosure as required under Section 134(3)(p) of the Companies (Amendment) Act, 2017. The results of evaluation of the Board and its Committees were shared with the Board. The Chairman of the Nomination and Remuneration Committee has discussed the performance review with the Chairman of the Board, who in turn also discussed the performance feedback with the other members of the Board. Based on the outcome of evaluation, the Board had agreed upon certain action points which will increase shareholders' value going forward.

CORPORATE SOCIAL RESPONSIBILITY

The Company recognizes that its operations impact a wide community of stakeholders, including investors, employees, customers, business associates and local communities and that appropriate attention to the fulfillment of these social responsibilities can enhance overall performance.

The Board of Directors of the Company, in this regard, has devised a Corporate Social Responsibility (CSR) Policy. The policy inter alia states mode of constitution of CSR Committee, activities which can be undertaken, mode of implementation, quantum of investment, etc. As per the terms of the CSR Policy, the Board of Directors has constituted a CSR Committee. The Policy has empowered the Committee to inter alia recommend the amount of expenditure to be incurred on approved activities, annual action plan in pursuance to the policy, etc. The policy also contains provisions relating to scope, functioning and meetings of the CSR Committee. The scope of the policy extends to activities as stated under Schedule VII of the Companies Act, 2013 and all additional and allied matters as may be notified by the Ministry of Corporate Affairs from time to time, including but not limited to promotion of health care and education, contribution towards technology and engineering, imparting of training to identified persons for skill development, etc. As per the policy the CSR Committee shall recommend to the Board on matters relating to minimum eligibility criteria, quantum of proposed expenditure, modalities of execution, engagement of implementing agency, incidental and ancillary matters, etc. in connection with any identified project. This may be deemed to be a disclosure as required under Section 134 of the Companies (Amendment) Act, 2017 in relation to providing of salient features of CSR Policy. The entire policy is available on the Company's website at the weblink https://www.veedolindia.com/sites/ default/files/assets/pdf/CSR-Policy_3_0.pdf. Imparting of training to mechanics / garage owners for skill development by way of setting up an auto-mechanic school, promoting health care, contributing towards projects for promotion of education, research in science, technology and engineering, etc. had been identified as a CSR activity being covered under Schedule VII of the Companies Act, 2013.

Towards this during 2023-24, the Company has donated to various organizations viz. Automotive Skills Development Council (New Delhi), George College of Management and Science (Kolkata, West Bengal), Aim Achievers Education Society (Bhopal, Madhya Pradesh), Operation Straight Spine Trust (Kolkata, West Bengal), SEVAMOB (Mumbai, Maharashtra), Purnima Foundation (Kolkata, West Bengal), Bright Future Organization (Mumbai, Maharashtra), I-Teach Movement (Pune, Maharashtra), Shri Tintoi Education Society (Tintoi, Gujarat), Shree Trust (Karla, Maharashtra), Arunima (The Gateway Trust) (Dehradun, Uttarakhand and Gurugram, Haryana), IIT Madras (Chennai, Tamil Nadu) as a part of its CSR initiatives. The CSR Committee has been constituted by the Board, which as on 31 st March, 2024 comprises of Shri Praveen P. Kadle, as Chairman, Shri Arijit Basu and Shri Subir Das. The Committee met four times during the year on 26th May, 2023, 11th August, 2023, 11th November, 2023 and 13th February, 2024 to monitor CSR activities undertaken, review scope of CSR activities, approve CSR Report, etc. The Company has set up an auto-mechanic school at Kolkata. The details in relation to CSR reporting as required under Rule 8 of the Companies (CSR Policy) Rules, 2014, as amended by the Companies (CSR Policy) Amendment Rules, 2021 is enclosed with this report as Annexure I.

Other relevant details in relation to CSR Committee, such as terms of reference of the CSR Committee, number and dates of meetings held and attendance of the Directors are given separately in the attached Corporate Governance Report.

VIGIL MECHANISM

Fraud-free and corruption-free work culture has been core to the Company. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the Company has put even greater emphasis to address this risk.

To meet this objective, a Vigil Mechanism Policy akin to Whistle Blower Policy has been laid down. More details about the policy are given in the Corporate Governance Report. The Audit Committee oversees the vigil mechanism complaints. The Vigil Mechanism Policy has been uploaded on the Company's website at the weblink https://www.veedolindia.com/sites/ default/files/assets/pdf/VIGIL-MECHAN ISM-POLICY-1 .pdf

RISK MANAGEMENT

The Company has identified various risks faced by it from different areas. As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended the Board has adopted a Risk Management Plan for the Company which includes inter alia identification of elements of risks which may threaten the existence of the Company and specifically covers cyber security. Structures are present so that risks are inherently monitored and controlled. Additionally the Company has adopted a Risk Management Policy covering inter alia procedures for implementation of effective risk management process, risk assessment, risk identification, categorisation of risks faced by the Company into internal risks comprising of financial risk, operational risks, sectoral risks, sustainability risks, etc. and external risks, risk mitigation, Business Continuity Plan and others. The Risk Management Policy of the Company is available at the official website of the Company at the weblink https://www.veedolindia.com/sites/default/files/assets/pdf/ Risk-Policy-121121.pdf. Various aspects of the Policy are implemented through regular Risk Review Meetings, wherein the risks relating to major functional areas such as sales and marketing, manufacturing and operations, research and development, human resource, information technology, finance, compliance, etc. are deliberated and reviewed. Deep dive sessions and general reviews are undertaken at regular intervals. The Company has been certified under ISO 31000:2018 Standard with regard to its Enterprise Risk Management practices.

Relevant details of the Risk Management Plan including implementation thereof and the Risk Management Committee have been furnished under the Corporate Governance Report.

EMPLOYEE BENEFIT SCHEME AND TRUST

In terms of the approval of the shareholders, your Company has in place a scheme viz. Tide Water Oil Co. (India) Ltd. Employee Benefit Scheme for granting / allotting options to the eligible

employees of the Company through Tide Water Oil Co. (India) Ltd. Employee Benefit Trust. The provisions relating to General Employee Benefits Scheme (GEBS) and Retirement Benefit Scheme (RBS) also form a part of Tide Water Oil Company (India) Limited Employee Benefit Scheme.

Pursuant to Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, the required details, for the year 202324, are stated as under:

ii. Number of Board Meetings

There were 6 (six) meetings of the Board of Directors held during the year 2023-24 on 26th May, 2023, 29th May, 2023, 11th August, 2023, 11th September, 2023 11th November, 2023 and 13th February, 2024. The details of attendance of the Directors in the said Board Meetings have been furnished in the Corporate Governance Report. Details of Committee Meetings held during 2023-24 and attendance thereof by each Director is also furnished in the said Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the circulars issued by the Ministry of Corporate Affairs and SEBI.

iii. Changes in Share Capital

There has been no change in the share capital of the Company during the year. Your Company has not issued any ordinary shares or shares with differential voting rights nor granted stock options nor sweat equity, during the year. Your Company has not resorted to any buy back of its ordinary shares during the year under review. As on 31st March, 2024 none of the Directors of the Company hold any share or convertible instrument of the Company.

iv. Composition of Audit Committee

The Board has constituted the Audit Committee which comprises of Shri P S. Bhattacharyya as the Chairman, Shri Subir Das and Shri P. Y. Gurav. All recommendations of the Audit Committee have been accepted by the Board of Directors.

More details on the Committee are given in the Corporate Governance Report.

v. Related Party Transactions

During the year 2023-24, the Company has entered into transactions, cumulative value whereof amounts to H 311.28 crores with Standard Greases & Specialities Pvt. Ltd. (SGSPL), Joint Promoter of the Company which exceeded the threshold limit stated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and also the threshold limit stated under Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended. SGSPL is one of the largest grease producers in Asia and they process grease on behalf of the Company to meet the needs of Western Region and Northern Region as there are no grease plants thereat. Further the Company also procures lubricating oil and other chemicals from SGSPL. All these products are offered on competitive rates and the same is in ordinary course of business.

During the year 2023-24, the Company has also entered into transactions, cumulative value whereof amounts to H 289.30 crores with Eneos Tide Water Lubricants India Pvt. Ltd. (formerly JX Nippon TWO Lubricants India Pvt. Ltd.) (ENTI), Associate Company which exceeded the threshold limit stated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and also the threshold limit stated under Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended. Pursuant to the Joint Venture Agreement, as executed between ENTI, ENEOS Corporation (formerly JXTG Nippon Oil & Energy Corporation) and the Company, Tide Water Oil Co. (India) Ltd. pays franchise fees to ENTI, in connection with manufacturing and selling of 'ENEOS' range of products. This is on arms' length basis and in ordinary course of business. The details in Form AOC-2 of material transaction(s) entered into by the Company with its related parties are enclosed as Annexure III. There were no other materially significant related party transactions with Promoters, Directors or the Management, their subsidiaries or relatives, etc. during the year that may have potential conflict with the interest of the Company at large. Other than as stated above there was no related party transaction during 2023-24, which was material in nature in terms of provisions of the Companies Act, 2013 and Rules made thereunder, requiring disclosure as prescribed under Section 188(2) of the Companies Act, 2013.

Details of all other related party transactions, including but not limited to with Andrew Yule & Company Limited, as entered into by the Company during 2023-24, are provided in the financial statements (Please refer to Note 42 of the Standalone Financial Statements and Note 44 of the Consolidated Financial Statements).

All related party transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. While granting omnibus approval, the Company complied with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. Shareholders' sanction is also obtained for material related party transactions proposed to be entered into during the year. All related party transactions entered during the year were in ordinary course of business and on arms' length basis. Majority of the related party transactions are reviewed by an independent accounting firm to establish compliance with the provisions of the Act, applicable Regulations, the related party transaction policy of the Company and limits approved.

The related party transaction policy for determining materiality of related party transaction and also on dealing with related parties is uploaded on the Company's website at the weblink https://www.veedolindia.com/ sites/default/files/assets/pdf/RPT-Policy.pdf. The details of the transactions with related parties are provided in the accompanying financial statement. The details of the said policy and other relevant details have also been furnished in the Corporate Governance Report.

DISCLOSURES UNDER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014

i. Financial summary or highlights: As detailed under the heading 'Performance and State of Company's Affairs'

ii. Change in the nature of business, if any: None

iii. Details of Directors or Key Managerial Personnel (KMP), who were appointed or had resigned during the year 2023-24:

Other than as stated above there was no change in the Directors and the KMPs during the year under review.

iv. Names of Companies which have become or ceased to be Subsidiaries, Joint Venture Companies or Associate Companies during the year

a. Subsidiary Company: There has been no change in the subsidiaries during the year 2023-24. During the year under review, Veedol UK Limited (formerly Price

Thomas Holdings Limited) has emerged as a material subsidiary. The Board of Directors vide its resolution dated 18th May, 2024 decided to close the operation of Veedol Deutschland GmbH and dissolve the same with effect from 1st September, 2024, with a view to restructure European operations.

b. Joint Venture Company (JVC): There has been no change in JVC during the year 2023-24.

c. Associate Companies: There are no Associate Companies other than the JVC viz., Eneos Tide Water Lubricants India Pvt. Ltd. (formerly JX Nippon TWO Lubricants India Pvt. Ltd.), in terms of the provisions of the Companies Act, 2013.

v. Details relating to deposits: There were no fixed deposits of the Company from the public outstanding at the end of the financial year.

No fixed deposit has been accepted during the year and as such, there is no default in repayment of the said deposits.

vi. There has not been any deposit, which is not in compliance with the requirements of Chapter V of the Companies Act, 2013.

vii. No significant and material orders have been passed by any regulator(s) or Court(s) or Tribunal(s) impacting the going concern status and Company's operations in future.

viii. Adequacy of Internal Financial Control: Your Company has an adequate system of internal financial control as commensurate with the size and nature of business, which ensures that all assets are safeguarded and protected against any significant misuse or loss and all transactions are recorded in all material respects and are reported correctly.

The internal control system of the Company is monitored and evaluated by internal auditors through an internal audit programme and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are placed before the Board of Directors for reference. However, during the year no reportable material weaknesses were observed.

The scope of Internal Audit includes audit of Purchase Policy, Sales Promotion Expenditure and Incentive Scheme, Debtors and Creditors Policy, Inventory Policy, Taxation matters and others, which are also considered by the Statutory Auditors while conducting audit of the Annual Financial Statements.

ix. M/s. DGM & Associates, Cost Accountants carried out the cost audit for the Company. They have been re-appointed as cost auditors for the financial year ending on 31st March, 2025. A remuneration of H 2,50,000 (Rupees Two Lakhs and Fifty Thousand Only) plus applicable taxes and out of pocket expenses has been fixed for the Cost Auditors subject to the ratification of such fees by the members at the 101st AGM. Accordingly, the matter relating to ratification of remuneration payable to the Cost Auditors for the financial year 2024-25 is placed at the 101st AGM. The Company has maintained cost records as specified under sub-section (1) of Section 148 of the Companies Act, 2013 and the same shall be audited by the Cost Auditor i.e. M/s. DGM & Associates, Cost Accountants for the financial year 2024-25.

x. No application was made against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year. No proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

xi. There has been no instance of any one-time settlement with any Bank or Financial Institution during the year and as such the requirement of disclosure in connection with difference between amount of valuation done at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions, does not arise.

xii. There are no reportable agreements in terms of clause 5A to para A of part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended.

DISCLOSURE AS PER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES, 2014 AS AMENDED

The disclosure as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended is enclosed with this report as Annexure IV.

Details of employee remuneration as required under the provisions of Section 197 of the Act and Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended form part of this report. As per the provisions of Section 136 of the Act, the Report and Financial Statements are being sent to the Members of your Company and others entitled thereto, excluding the statement on particulars of employees. Copies of said statement are available at the registered office of the Company during the designated working hours from 21 days before the Annual General Meeting till date of the Annual General Meeting. Any member interested in obtaining such details may also write to the corporate secretarial department at the registered office of the Company.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder.

Prevention of Sexual Harassment Committee(ies) have been formed at the corporate and regional levels to monitor compliance with the provisions of the said Act and complaints thereof, if any. The Company has complied with the relevant provisions of the said Act.

During the year under review 1 (one) case was filed / reported to the Company pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the same is pending as on 31st March, 2024 as the enquiry is underway.

AUDITOR AND AUDITOR'S REPORT

M/s. Price Waterhouse Chartered Accountants LLP (PW) was re-appointed as Auditors of the Company at the 99th Annual General Meeting. Since eligible, members had sanctioned continuation of their appointment till the conclusion of the 104th Annual General Meeting. In view of notification dated 7th May, 2018 issued by the Ministry of Corporate Affairs read with the Companies (Audit and Auditors) Amendment Rules, 2018, ratification of such appointment has not been proposed. The Statutory Auditors have confirmed their eligibility and have submitted a certificate in writing that they are not disqualified to hold the office of the Statutory Auditor.

The reports given by the Statutory Auditors on the financial statements of the Company form part of the Annual Report. No qualification has been made by the Statutory Auditors in their Reports.

A statement detailing Material Accounting Policies of the Company is annexed to the Accounts.

SECRETARIAL AUDIT AND COMPLIANCE REPORT

A Secretarial Audit was conducted during the year 2023-24 by the Secretarial Auditor, Shri Manoj Prasad Shaw of M/s. Manoj Shaw & Co., Practicing Company Secretaries, in accordance with the provisions of Section 204 of the Companies Act, 2013 read with Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The Secretarial Auditor's Report is attached as Annexure V and forms part of this Report of Directors. No qualification has been made by the Secretarial Auditor in his Report.

Further pursuant to the Securities and Exchange Board of India Circular no. CIR/CFD/CMD1/27/2019 dated 8th February, 2019, Shri Manoj Prasad Shaw of M/s. Manoj Shaw & Co., Practicing Company Secretaries has issued an Annual Secretarial Compliance Report to the Company, with respect to compliance of all applicable regulations, circulars and guidelines issued by the Securities and Exchange Board of India. The said Report has been duly submitted to the National Stock Exchange of India Ltd. and BSE Ltd. Further a copy of the Report is available at the Company's website at the weblink https://www.veedolindia. com/sites/default/files/assets/pdf/annualsectlcomp310324.pdf.

The applicable Secretarial Standards have been duly followed by the Company during the year under review.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As stipulated under Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended vide the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2019 and further amended vide SEBI Circular No. SEBI/HO/CFD/ CFD-SEC-2/P/CIR/2023/122 dated 12th July, 2023 the Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by the Company from environmental, social and governance perspective forms a part of the Annual Report.

The Company as a part of its ESG initiative, has undertaken Reasonable Assurance of BRSR Core, being a sub-set of the BRSR consisting of a set of Key Performance Indicators (KPIs) / metrics under 9 ESG attributes as prescribed by the Securities and Exchange Board of India vide its Circular No. SEBI/HO/ CFD/CFD-SEC-2/P/CIR/2023/122 dated 12th July, 2023. During the year 2023-24, such Reasonable Assurance has been undertaken through SGS India Private Limited (SGS). SGS has provided an Independent Assurance Statement in connection with BRSR of the Company for 2023-24, which forms a part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A. CONSERVATION OF ENERGY

1. Steps taken or impact on conservation of energy.

Energy conservation during the financial year has

accrued as a result of the following steps taken at

various locations of the Company.

SILVASSA

i. Replaced conventional tubelights with LED

lamps in plant which helped to save energy upto 1680 KWH / year.

ii. Energy had been generated and consumed

from renewable source i.e. Solar Power Plant which had been installed. Operations have

resulted in saving of energy upto 12648 KWH during the year.

TURBHE

i. Replaced conventional tubelights with LED

lamps in plant which has helped to save energy upto 599 KWH / year.

ii. Energy had been generated and consumed

from renewable source i.e. Solar Power Plant which had been installed. Operations have

resulted in saving of energy upto 165211 KWH during the year.

ORAGADAM

i. Modification in Cooling tower line has resulted in reduction of energy consumption to the extent of 8280 KWH / year.

ii. Fuel saving by optimizing of Thermopak has reduced energy consumption to the extent of 9750 Ltrs / year. This has also helped in CO₂ reduction by 26.13 MT / year.

iii. Energy had been generated and consumed from renewable source i.e. Solar Power Plant which had been installed. Operations have resulted in saving of energy upto 53163 KWH during the year.

FARIDABAD

Saving on Diesel by using PNG for running DG was 1584 Ltrs / year. This has also helped in CO₂ reduction by 4.24 MT / year.

2. Steps taken by the Company for utilising alternate sources of energy:

As stated above.

3. Capital investment on energy conservation equipments:

None in particular.

B. TECHNOLOGY ABSORPTION

1. Efforts made towards technology absorption:

New products are developed by the R&D centers of the Company incorporating latest technology.

2. Benefits derived:

The Company is able to produce quality products in view of the above.

3. Information regarding imported technology:

Not applicable.

C. FOREIGN EXCHAGE EARNINGS AND OUTGO

Foreign Exchange Earnings during the year under review was H 14.76 crores (last year H 28.55 crores) while Foreign Exchange Outgo was H 130.77 crores (last year H 296.63 crores).

ACKNOWLEDGEMENT

The Board of Directors would like to place on record their appreciation of the support and assistance received from the Government of India and the State Government. The Directors are thankful to the Company's Bankers / Shareholders / all other Stakeholders and the esteemed customers for their continued support.

The Board deeply appreciates the commitment and the invaluable contribution of all the employees towards the satisfactory performance of your Company.