Velox Shipping and Logistics Ltd Directors Report

To, The Shareholders

VELOX SHIPPING AND LOGISTICS LIMITED

(Formerly known as Velox Industries Limited)

Your directors are delighted to present the 43^rd Board Report on Companys Business Operations along with the Audited Financial Statements for the financial year ended March 31, 2026.

FINANCIAL SUMMARY

The Standalone Financials of the Company for the year ended March 31, 2026 are as follows:

(Amount in Lakhs)

PARTICULARS	Year Ended 31st March, 2026	Year Ended 31st March, 2025
Revenue from operations	210.33	-
Other income	120.12	69.50
Total Revenue	330.45	69.50
Less: Expenses	284.16	14.35
Profit/ (Loss) before taxation	46.28	55.15
Less: Tax Expenses	12.03	11.21
Profit/ Loss after tax	34.25	43.94

The Consolidated Financials of the Company for the year ended March 31, 2026 are as follows:

(Amount in Lakhs)

PARTICULARS	Year Ended 31st March, 2026	Year Ended 31st March, 2025
Revenue from operations	2,089.53	-
Other income	138.09	69.50
Total Revenue	2,227.62	69.50
Less: Expenses	2,290.49	14.35
Profit/ (Loss) before taxation	(62.87)	55.15
Less: Tax Expenses	10.41	11.21
Profit/ Loss after tax	(73.28)	43.94

Material changes and commitments affecting the financial position of the Company have occurred during, after the closure of the financial year and up to the date of this report are captured in this report as follows:

International Logistics Associates LLC:

On November 18, 2025, the Company executed an agreement for investment in 98% ownership interest in M/s. International Logistics Associates LLC ("ILA") in the USA for an aggregate consideration of USD 4,47,860.

The investment in ILA would significantly strengthen the Companys global logistics and supply chain capabilities by combining complementary expertise, an expanded international delivery network, and enhanced operational capabilities. The partnership would enable the Company to offer more integrated, technology-enabled logistics solutions across freight forwarding, warehousing, transportation, and end-to-end supply chain management. By leveraging a broader talent base and an expanded global footprint, the Company would be better positioned to deliver superior customer outcomes, improve service quality and operational efficiency, and accelerate growth across key international markets.

Anchorage Shipping:

The Company has entered into an agreement with M/s. Anchorage Shipping, a Partnership Firm registered in Kerala, on December 17, 2025 for investment of 98% stake therein for an aggregate consideration of INR 15 Crore.

The investment in Anchorage would strengthen the Companys logistics and supply chain capabilities by expanding its presence across customs brokerage, international freight forwarding, and integrated 3PL services. Leveraging Anchorages established expertise, global partner network, and long-standing customer relationships, the Company would be better positioned to deliver end-to-end logistics solutions, enhance customer value, and accelerate growth across key domestic and international markets.

Consolidated Container Shipping Line LLC:

On December 19, 2025, the Company executed an agreement with M/s. Consolidated Container Shipping Line LLC, Dubai ("CCSL Dubai") for investment in 98% of membership interest therein. CCSL Dubai is engaged in providing cargo packaging, sea freight, shipping agency, container handling, and other freight and logistics-related services. Pursuant to the terms of the executed agreement, the Company proposes to acquire a 98% equity stake in CCSL Dubai to strengthen its international presence, expand its global logistics network, and enhance its capabilities in serving customers across key overseas markets.

PERFORMANCE REVIEW

The Company has earned a revenue for the year ended March 31, 2026 was Rs.210.33/- (in Lakhs) and have earned a profit of Rs.34.25/- (in Lakhs) (Previous Year Rs.43.94/- [In Lakhs]) after the treatment of tax.

HOLDING/ SUBSIDIARY/ ASSOCIATE COMPANIES

The Company has subsidiaries, which are as follows:

Name	Relationship of the Company	Address	Percentage of holding
1 International Logistics Associates LLC	An enterprise in which the Company holds majority interest	525 Milltown Rd STE 305 North Brunswick, NJ 08902	98%
2 Anchorage Shipping	An enterprise in which the Company holds majority interest	Office No. 902, 9th Floor, Filix, Opp. Asian Paint Building, L.B.S Marg, Bhandup West, Mumbai, Maharashtra, India - 400078	98%

The details of the subsidiaries are attached in the report as "Annexure 1".

DIVIDEND

Your directors do not recommend any dividend on equity shares for the year. Your directors have not paid any interim Dividend during the year. There is no unpaid Dividend of earlier years which has been transferred or due to be transferred to Investor Education and Protection Fund during the year.

RESERVES

During the year under review, there was no amount transferred to any of reserves by the Company.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

As at March 31, 2026, the Authorized Share Capital of the Company is Rs.4,000/- (In Lakhs) divided into 4,00,00,000 (Four Crore) equity shares of Rs.10/- (Ten only).

The Issued, Subscribed and Paid-up Share Capital of the Company as at March 31, 2026 is Rs.797.40/- (In Lakhs) consisting of total 79,74,000 equity shares of Rs. 10/- each. During the year under review, there is no change in the Issued, Subscribed and Paid-up Share Capital of the Company.

However, the Company has issued 2,83,33,333 (Two Crore Eighty-Three Lakh Thirty-Three Thousand Three Hundred and Thirty-Three Only) Fully Convertible Warrants on January 08, 2026 at an issue price of Rs. 12/- (Rupees Twelve Only) per warrant, to be convertible at an option of Warrant holder(s) in one or more tranches, within 18 (Eighteen) months from its allotment date into an equivalent number of fully paid-up equity shares of the face value of Rs.10/- each.

As on reporting date, the allottees to the aforesaid issue has exercised warrant options and has converted 94,36,688 into equity shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Presently, the Board comprises of the following Directors and Key Managerial Personnel:

Mr. Debashis Mukherjee - Managing Director

Mr. Sushil Dattatraya Sindhkar Non-Executive Director Ms. Vani Ramesh Alva Independent Director Mr. Moti Dabhi Independent Director Ms. Kiwa Mehul Shah - Chief Financial Officer

Ms. Pinal Rahul Parekh - Company Secretary & Compliance Officer

During the Year, the Company has reappointed Mr. Debashis Mukherjee, (DIN: 00537728) Managing Director of the Company who retires by rotation.

After the closure of the financial year, Ms. Pinal Rahul Parekh, Company Secretary & Compliance Officer of the Company has tendered her resignation with effect from August 15, 2026.

All Directors of your Company have given requisite declaration pursuant to Section 164 of the Companies Act, 2013 that they are not disqualified to be appointed as Directors. The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and the Listing Regulations. Further, in the opinion of the Board, the independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014. The Company has also received from them declaration of compliance of Rule 6 (1) & (2) that they have registered themselves with databank of Independent Directors as maintained by Ministry of Corporate Affairs.

DECLARATION OF INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they comply with the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and as per SEBI (LODR) Regulations, 2015.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarization Programme conducted are available on the website of the Company: http://veloxindustriesltd.in/

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to the provisions of Section 178 (1) of the Companies Act, the Company has constituted a committee under the name Nomination and Remuneration Committee to perform the functions as specified under the said section.

The Nomination and Remuneration committee has laid down the criteria as specified under Section 178(3) of the Act and also carried out evaluation of every Directors performance.

The Board of Directors has also framed a policy which lays down a framework in relation to remuneration of Directors, key managerial personnel and senior management of the Company. This policy also lays down criteria for selection and appointment of Board Members and related matters are put up on the website of the Company.

The Nomination and remuneration Policy may be accessed on the Companys website at www.veloxindustriesltd.in

MEETINGS OF BOARD

The Board of Directors of your Company met 06 (Six) times during the year under review. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. In compliance with the Companies Act, 2013 and the Rules framed there under, where permitted.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. In compliance with the Companies Act, 2013 and the Rules framed there under, where permitted.

Date of Meeting (dd/mm/yyyy)	Total No. of Directors as on the date of meeting	Attendance
		No. of Directors attended	% of Attendance
06/05/2025	4	4	100
12/08/2025	4	4	100
05/09/2025	4	4	100
14/11/2025	4	4	100
08/12/2025	4	4	100
14/02/2026	4	4	100

COMMITTEES OF THE BOARD

As on March 31, 2026, the Board has 3 (Three) Committees. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee. During the year under review, all the recommendations made by the Committees of the Board, including the Audit Committee, were accepted by the Board.

The details of Composition of Committee held during the year shall be as follows:

A. Audit Committee:

Name of the Member	Designation
Sushil Sindhkar	Non-Executive Director
Vani Alva	Independent Director
Debashis Mukherjee	Managing Director
Moti Dabhi	Independent Director

The Audit Committee of your Company met 5 (Five) times during the year under review. The said meetings were held on: May 06, 2025; August 12, 2025; September 05, 2025; November 14, 2025 February 14, 2025.

B. Nomination and Remuneration Committee:

Name of the Member	Designation
Sushil Sindhkar	Non-Executive Director
Vani Alva	Independent Director
Debashis Mukherjee	Managing Director
Moti Dabhi	Independent Director

The Nomination and Remuneration Committee of your Company met 1 (One) time during the year under review. The said meeting was held on September 05, 2025.

C. Stakeholders Relationship Committee:

Name of the Member	Designation
Sushil Sindhkar	Non-Executive Director
Vani Alva	Independent Director
Debashis Mukherjee	Managing Director
Moti Dabhi	Independent Director

The Stakeholders Relationship Committee of your Company met 1 (One) time during the year under review. The said meeting was held on February 14, 2026.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV of the Companies, Act, 2013, a separate meeting of the Independent Directors of the Company was held to review the performance of Non- Independent Directors, the Board as whole, including the Chairman of the Company and to discuss the matters related to the quality, quantity and timeliness of flow of information between the Company management and the Board.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The provisions relating to formal performance evaluation of the Board, its committees and individual Directors under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company during the financial year under review.

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the performance of its Committees and that of the individual Directors. The evaluation was based on various parameters, including the composition and effectiveness of the Board and its Committees, discharge of responsibilities, governance practices, and the contribution of individual Directors. Based on the evaluation, the Board was satisfied with its overall performance and that of its committees and individual Directors during the year under review.

STATUTORY AUDITORS

The Shareholders of the Company at 41^st Annual General Meeting has appointed M/s. Bilimoria Mehta & Co., Chartered Accountants (Firm Registration No. 101490W) as the Statutory Auditors of the Company to hold the office for a term of 5 years starting from the conclusion of 41^st Annual General Meeting till the conclusion of 46^th Annual General Meeting to be held in the year 2029.

The Statutory Auditors of the Company viz. M/s. Bilimoria Mehta & Co., Chartered Accountants (Firm Registration No. 101490W), have confirmed their eligibility and qualification required under Section 139, Section 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactments thereof for the time being in force) and are not disqualified from continuing as Statutory Auditors of the Company.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Statutory Auditor report for the financial year ended March 31, 2026 does not contain any qualification, reservation or adverse remark on the financial statements of the Company except following matters/ observations in standalone as well as consolidated report:

Observation in Standalone Audit Report:

"As per the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, the requirement to maintain books of account using accounting software having an audit trail (edit log) feature, which records each and every change made in the books of account along with the date of such changes and ensures that the audit trail cannot be disabled, became applicable to the Company with effect from April 1, 2023. Based on the audit procedures performed and the information and explanations provided by the management, we observed that the audit trail (edit log) feature was enabled in the accounting software, to the extent applicable, with effect from January 07, 2026. Further, based on the procedures performed, we did not come across any instance indicating that the audit trail had been tampered with during the period for which the audit trail was maintained. However, the Company has not preserved the audit trail in accordance with the statutory requirements relating to retention of accounting records for the period prior to January 07, 2026. Accordingly, we are unable to comment on whether the audit trail for the period prior to January 7, 2026 was maintained and operated without alteration or tampering." Managements Response to Auditors Observation on Audit Trail:

The Board takes note of the observation made by the Statutory Auditors with respect to the audit trail (edit log) feature in the accounting software. The Company acknowledges that, although the audit trail feature was enabled in the accounting software with effect from January 07, 2026, the audit trail records for the period prior to January 07, 2026 were not preserved in accordance with the applicable statutory requirements relating to retention of accounting records.

The Company has taken note of the matter and has strengthened its processes and internal controls to ensure compliance with the requirements of the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014. The audit trail (edit log) feature is currently enabled and is being maintained in the accounting software, and the Company has put in place appropriate measures for preservation and retention of the audit trail records in accordance with the applicable statutory requirements. The management has also been advised to ensure continued compliance with the applicable provisions in this regard.

Observations in Consolidated Audit Report:

1. We did not audit the annual financial statements/ financial information/ financial results of its subsidiaries International Logistics Associates LLC included in the Statement, whose financial information reflects total assets of Rs.1249.12 Lakhs as at March 31,2026, total income of Rs.406.80 Lakhs total net loss after tax of Rs.69.78 Lakhs and cash flows (net) inflow of 28.07 Lakhs, for the year ended on that date, as considered in the Consolidated Financial Statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of subsection (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on the reports of the other auditors.

One of the subsidiaries is located outside India whose financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Holding Companys management has converted the financial statements of such subsidiary located outside India from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Holding Companys management. Our opinion in so far as it relates to the balances and affairs of such subsidiary located outside India is based on the report of other auditors and the conversion adjustments prepared by the management of the Holding Company and audited by us.

2. Audit Trail

Based on our examination, which included test checks, and according to the information and explanations provided to us, the Holding Company and its subsidiaries, as applicable, have used accounting software for maintaining their books of account, which has a feature of recording audit trail (edit log) facility, except for the matters stated below:

Name of Component	Relationship	Exceptions reported by respective auditors
1 Velox Shipping and Logistics Limited (Formerly known as Velox Industries Limited)	Holding Company	In respect of the Holding Company, the audit trail (edit log) feature in the accounting software was enabled with effect from January 07, 2026. Accordingly, the audit trail was operational and retained from the date of its enablement; however, the audit trail was not available for the period prior to January 7, 2026.
2 International Logistics & Associates LLC	Subsidiaries	In respect of the foreign subsidiary, International Logistics & Associates LLC, which was acquired on January 23, 2026, the accounting records were maintained with an audit trail facility, and the audit trail was maintained and retained for the period relevant to the financial statements.
3 Anchorage Shipping, a partnership firm	Subsidiaries	In respect of Anchorage Shipping, a partnership firm and an Indian subsidiary, the accounting software used by the entity did not have a feature of recording audit trail (edit log), and accordingly, no audit trail was maintained or retained during the year.

Managements Response to Auditors Observations in Consolidated Audit Report:

1. The Management has noted the "Other Matters" reported by the Statutory Auditors in respect of the financial information of the subsidiary, International Logistics Associates LLC, audited by other auditors. The Management confirms that the audited financial information of the subsidiary, including the necessary conversion adjustments for consolidation purposes, was duly provided to the Statutory Auditors of the Holding Company for their audit and consideration.

The Management further notes that the Statutory Auditors opinion on the Consolidated Financial

Statements is not modified in respect of the above matter.

2. The Management has noted the observations of the Statutory Auditors regarding the audit trail (edit log) facility in the accounting software of the Group entities.

The audit trail facility of the Holding Company was enabled from January 07, 2026 and has been operational and retained thereafter.

The International Logistics & Associates LLC, a foreign subsidiary maintained the audit trail for the period relevant to the financial statements.

In respect of Anchorage Shipping, the Management is taking appropriate steps to strengthen the accounting systems and controls, including implementation of an appropriate audit trail facility, wherever applicable, to ensure compliance with the applicable requirements.

SECRETARIAL AUDITORS AND THEIR REPORT

During the year under review, the Members approved the appointment of M/s. Hiren Gediya & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company, to hold office for a term of five consecutive years up to FY 2030.

The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as ‘Annexure - 2 to this report.The Secretarial Audit Report for the year does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board has appointed M/s. Abhishek M Agrawal & Co., Chartered Accountants (FRN: 144307W), as an Internal Auditor of the Company for conducting an internal audit of the Company for FY 2025-26.

COST RECORDS & COST AUDIT

During the Financial year 2025-26, provisions related to maintenance of cost records and cost audit were not applicable on the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH AREREPORTABLE TO CENTRAL GOVERNMENT

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud to the Audit, Risk and Compliance Committee during the year under review.

INDIAN ACCOUNTING STANDARDS

The financial statements for the year ended on March 31, 2026 has been prepared in accordance with the Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) Amendment Rules, 2016 notified under Section 133 of Companies Act, 2013 and other relevant provisions of the Act.

ANNUAL RETURN

The annual return of the Company as per the provision of Section 134(3)(a) and 92(3) of the Companies Act, 2013 is available on website of the Company at http://veloxindustriesltd.in/ investor-relations/annual-returns/

DEPOSITS

During the period under review, the Company had not accepted any fixed deposits or deposits from the public falling within the ambit of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, the Company has not accepted any unsecured loan from Director of the Company or their relatives.

The Company has not provided any securities or given any guarantees but have granted loans and advances to the other Body Corporates and made investments pursuant to Section 186 of the Companies Act, 2013 read with Rule 11 of Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provisions of the Companies Act, 2013.

Details of the loans and advances made under Section 186 are as follows:

Particulars	Details
1 CIN/ LLPIN/ FLLPIN/ PAN or passport for individuals/ any other registration number	U67120WB1994PLC061951	AAD-0110
2 Name of the Party	Appu Financial Services Ltd	Acetech Ventures LLP
3 Type of person (Individual/ Entity)	Entity	Entity
4 Nature of Transaction (Loan, Guarantee or Security purchased)	Loan	Loan
5 In case of loan, rate of Interest would be enquired	9% p.a.	9% p.a.
6 Brief on the transaction	The Company has given an Inter corporate deposit, to an entity in which the Directors of the Company exercises significant influence, for working capital and general corporate purpose at a prevailing rate of interest of	The Company has given an Inter corporate loan for working capital and general corporate purpose at a prevailing rate of interest of 9% p.a.
	9% p.a.
7 Amount	20	43.22
8 Date of Board Meeting	05/09/2025	06/05/2025
9 Limit of 186 exceed (Yes/ No)	No	No
10 Special Resolution required	Not Applicable	Not Applicable
11 SRN of MGT-14	Not Applicable	Not Applicable

RISK MANAGEMENT

The provision regarding the establishment of Risk Management Committee is not applicable to the Company. However, Board of Directors, time to time in their meetings discuss and evaluate about industry risks, political risks and all other risk which may affect the business of the Company and plans the strategies to mitigate these risks.

INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate internal financial control system which ensuresthat all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly.

TRANSFER OF UNCLAIMED DIVIDEND/ SHARES TO INVESTOR EDUCATION & PROTECTION FUND

Since the Company has not declared any divided from last 7 years, so the provisions of Section 125 ofthe act read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 is not applicable.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The disclosures relating to the Demat Suspense Account/ Unclaimed Suspense Account, as prescribed under the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are Not Applicable (N.A.) to the Company, as there are no shares lying in the Demat Suspense Account/ Unclaimed Suspense Account during the year. Accordingly, there were no shareholders or outstanding shares in such account at the beginning or end of the year, and no shareholders approached the Company or received any transfer of shares from such account during the year. Consequently, the disclosure relating to freezing of voting rights on such shares until the rightful owner claims the shares is also Not Applicable.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered in to during the financial year were on arms length basis and were in ordinary course of business. The Company presents all related party transactions before the Audit Committee and Board specifying the nature, value, and terms and conditions of the transaction. The transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority. During the year under review, the Company has not entered in to any contract or agreement with related parties which qualify as material.

Accordingly, the disclosure of Related Party Transaction as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable upon the Company.

In line with the requirements of the Act and SEBI Listing Regulations the Company has formulated a Policy on Materiality of Related Party Transactions which is also available on the Companys website at www.veloxindustriesltd.in

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Employees, Directors and Stakeholders in conformation with the provisions of Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report genuine concerns about unethical behaviour and to ensure strict compliance with ethical and legal standards across the Company.

The Audit Committee periodically reviews the existence and functioning of the mechanism. The policy permits all the directors and employees to report their concerns directly to the Chairman of the Audit Committee of the Company. The Vigil mechanism/ Whistle Blower Policy is available on the website of the Company at www.veloxindustriesltd.in

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

The Company follows a zero-tolerance approach towards sexual harassment and remains firmly committed to ensuring the safety, dignity and well-being of all employees. It strives to foster a safe, inclusive and respectful workplace across all its global operations.

Since the provisions for constitution of internal complaint committee is not applicable on the Company, the Company has not constituted said committee. The below table provides details of complaints received/ disposed during financial year 2024-25:

Number of complaints at the beginning of the financial year	NIL
No. of complaints filed during the financial year	NIL
No. of complaints disposed of during the financial year	NA
No. of complaints pending at the end of the financial year	NA

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

DETAILS OF EMPLOYEES

Male Employee	Female Employee	Transgender
1	2	-

AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013

The Company has used accounting software for maintaining its books of account for the financial year ended 31^st March, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the Company to designate a responsible individual for ensuring compliance with statutory obligations.

The Company has proposed and appointed a designated person in a Board meeting and the same has been reported in Annual Return of the Company.

PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs

There are no employees employed throughout the financial year who were in receipt of remuneration of Rs. 1,02,00,000/- (Rupees One Crore and Two Lakh Only) or more or employed for part of the year who were in receipt of remuneration of Eight Lakh and Fifty Thousand Rupees Per Month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014. The disclosure u/s 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure - 3.

COMPLIANCE OF CORPORATE GOVERNANCE PROVISIONS

The provision of Corporate Governance requirements as specified in regulation 17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C, D & E of schedule V of SEBI (LODR) Regulations, 2015 are not applicable upon the Company as of March 31, 2026. The Company has complied with all the other applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY, ADOPTION & FOREIGN EXCHANGE EARNING & OUTGO

The Company has no particulars to report regarding conservation of energy as required under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 thereunder.

However, the Company has undertaken various energy efficient practices which has strengthened the Companys commitment towards becoming an environment friendly organization. The Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. As far as possible,

Company is utilizing alternate sources of energy.

(B) Technology absorption:

The operations of the Company are not technology driven. No technology has been imported. There is nothing to be disclosed on account of technology absorption.

(C) Foreign exchange earnings and Outgo during the year:

Particulars	Amount (In Lakhs)
Foreign Exchange Earned in terms of actual inflows	NIL
Foreign Exchange Earned in terms of actual inflows	NIL

ENVIRONMENT/ POLLUTION CONTROL, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators/ Courts/ Tribunals which would impact on the going concern status of the Company and its future operations.

POLICY ON BOARD DIVERSITY

The Board has framed a policy for Board Diversity which lays down the criteria for appointment of Directors on the Board of your Company and guides organizations approach to Board Diversity. Your Company believes that, Board diversity on the basis of the gender, race and age will help build diversity of thought and will set the tone at the top. A mix of individuals representing different geographies, culture, industry experience, qualification and skill set will bring in different perspectives and help the organization grow. The Board of Directors is responsible for review of the policy from time to time. Policy on Board Diversity has been placed on the Companys website at http://veloxindustriesltd.in/

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors, based on representation from operating management and after due enquiry, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no departures;

(ii) Accounting policies have been selected in consultation with the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the Profit of the Company for the year ended on that date;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis;

(v) The Company has laid down internal financial controls. The Company has also assessed the adequacy of the Companys internal controls over financial reporting as of March 31, 2026 and have found them to be adequate; and

(vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SECRETARIAL STANDARDS

Your Directors confirm that pursuant to Section 118(10) of the Companies Act, 2013, applicable Secretarial Standards, i.e. SS-1 and SS- 2, pertaining to Meeting of Board of Directors and General Meetings, respectively specified by the Institute of Company Secretaries of India has been duly complied by the Company.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

STATUTORY COMPLIANCE, STRICTURES AND PENALTIES

The Company has complied with the requirement of the Stock Exchanges, SEBI and other statutory authority on matters related to capital markets during the last three years.

GENERAL DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following items as they were not applicable to your Company during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any Scheme.

3. Shares having voting rights not exercised directly by the employees and for the purchase of which or subscription to which loan was given by the Company.

4. Provisions relating to the Corporate Social Responsibility under Section 135 of the Companies Act, 2013.

5. The application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

6. The one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

Your directors are pleased to take this opportunity to thank the Employees, Investors, Bankers Customers, Vendors and all the other Stakeholders for their continued support during the year. We are grateful to the various authorities for their continued cooperation. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

FOR AND ON BEHALF OF

VELOX SHIPPING AND LOGISTICS LIMITED

(Formerly Velox Industries Limited)

Sd/-

DEBASHIS MUKHERJEE

CHAIRMAN & MANAGING DIRECTOR

DIN: 00537728

Date: 07/09/2026

Place: Mumbai