Voler Car Ltd Directors Report

Dear Shareholders,

FY 2024–25 was a landmark year for Voler Car Limited — one that demonstrated the strength of our asset-light model, technology-led operations, and disciplined execution. While we delivered strong growth in revenues, we also reinforced the principles that define us: customer obsession, capital efficiency, and long-term shareholder value creation.

Our total revenue grew to 4,299.05 lakhs in FY 2024 25, compared to 3,145.14 lakhs in FY 2023 24, marking a year-on-year increase of over 36.6%. Despite one-time accounting impacts reducing reported profits (PAT of 449.89 lakhs vs. 836.10 lakhs last year), our operating momentum remains strong. The previous years profits were boosted by exceptional and non-recurring items; this years results reflect the true strength of our core operations.

We entered three new cities — Jaipur, Lucknow, and Ludhiana and each reached breakeven in under 12 months, proving the scalability and replicability of our playbook. Our vendor-first sourcing model, combined with AI-driven route optimisation, allowed us to expand without burdening our balance sheet.

Importantly, we ended the year completely debt-free and strengthened liquidity, with cash and cash equivalents of 3,109 lakhs. The 2700 lakhs raised from our IPO in February 2025 are being invested prudently into expansion, technology, and salesforce enhancement — all with the intent of compounding free cash flows over the long term.

In line with our growth-first philosophy, the Board has chosen to retain earnings rather than declare a dividend this year. We believe reinvestment today multiplies shareholder value tomorrow. This is consistent with our long-term discipline: prioritising sustainable growth, technology innovation, and client trust over short-term payouts.

Looking ahead, we remain committed to three priorities:

1. Expanding into high-growth Tier-1 and Tier-2 markets while maintaining operational discipline.

2. Scaling our green fleet and AI-led platforms to lower costs and improve customer experience.

3. Delivering shareholder value through free cash flow growth, not just reported profits.

We are still at Day 1 in our journey to redefine corporate mobility in

India. With your continued trust, we will keep building a company that is bigger, stronger, and more resilient each year — one that compounds both customer loyalty and shareholder wealth.

For and on behalf of the Board of Directors,

Pawan Parasrampuria– Managing Director

Vikas Parasrampuria– Whole-Time Director

To The Members,

Your Directors are pleased to present the 15^th Annual Report on the business and operations of Voler Car Limited (Formerly known as Voler Car Private Limited) ("the Company/your Company") together with the Audited Financial Statements for the Financial Year ended 31st March, 2025, in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("Listing Regulations").

1. FINANCIAL RESULTS:

The Companys financial performance for the year under review along with previous year figures is summarized hereunder:

(Amount in Lakh)

Particulars	2024-25	2023-24
Revenue from Operations	4239.85	3089.71
Other Income	59.20	55.43
Total Revenue	4299.05	3145.14
Total Expenses	3777.95	2634.00
Profit Before Exceptional, prior period items and Tax	521.10	511.14
Prior Period items(Net)	-	(174.05)
Exceptional Items	15.99	41.04
Provision for Taxation:
(i) Current Income Tax	3.05	-
(ii) Deferred Tax	84.15	(109.87)
Profit for the Period	449.89	836.10
Earnings Per Equity Share
Basic (H)	5.30	563.76
Diluted (H)	5.30	11.05

2. RESULTS OF OPERATIONS AND STATE OF THE COMPANYS AFFAIRS:

The Highlights of the Companys Performance for the Financial Year ended 31^st March, 2025, are as under:

The total revenue from operations of the Company increased to 4239.85 lakhs from H 3089.71 in the previous financial year.

The Profit before Exceptional, prior period Items and Tax increased to H 521.10 lakhs from H 511.14 in the previous financial year.

The profit for the current financial year stands at 449.89 lakhs, compared to 836.10 lakhs in the previous financial year.

The significant difference between the profits of the current financial year and the previous financial year is explained below:

In F.Y. 2023-24, apart from operational factors, the companys Profit After Tax (PAT) was positively impacted by non-recurring items, including prior period income of

174.05 lakhs, exceptional gains of 41.04 lakhs (primarily from loan settlements), and deferred tax income of 109.87 lakhs arising from recognition of deferred tax assets on previously unrecognized brought forward losses. These items cumulatively contributed 324.96 lakhs to the PAT of F.Y. 2023-24.

In contrast, during F.Y. 2024-25, the company reported only

15.99 lakhs of exceptional income and incurred a tax expense of 87.20 lakhs, resulting in a net negative impact of 71.21 lakhs from non-operational items.

Consequently, the PAT for F.Y. 2024-25 declined by 396.17 lakhs compared to the previous year, solely due to the lower contribution from these non-operational items.

3. DIVIDEND

Keeping in view the future expansion plans, your Board of Directors do not recommend any dividend for Financial Year 2024-25.

4. TRANSFER TO RESERVES

An amount of H 449.89 Lakhs were transferred to Reserves and Surplus during the financial year 2024-25.

5. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the Company.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

7. CAPITAL STRUCTURE:

i. Authorized Share Capital

The authorized share capital of the Company increased from 25,00,000/- (Rupees Twenty-Five Lakhs Only) divided into 2,50,000 (Two Lakhs Fifty Thousand) equity shares of H 10/- (Rupees Ten only) to H 12,00,00,000/- (Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crore Twenty Lakhs) equity shares of H 10/- (Rupees Ten only).

ii. Issued, Subscribed and Paid-up Share Capital

The issued, subscribed and paid up share capital of the Company as on March 31, 2025 is H 11,14,35,270/-

(Rupees Eleven Crore Fourteen Lakhs Thirty-Five Thousand Two Hundred and Seventy only), divided into 1,11,43,527 (One Crore Eleven Lakhs Forty-Three Thousand Five Hundred and Twenty-Seven) equity shares of H 10/- each.

Details of issuance of equity shares done by the Company during the financial year under review are given here under:

Date of Issuance of Equity Shares	Brief Details	No of Equity Shares
29.06.2024	Issuance of further equity shares by way of Private Placement	11,370
13.08.2024	Issuance of further equity shares by way of Bonus Issue	79,83,850
17.02.2025	Issuance of further equity shares by way of Initial Public Offer (IPO)	30,00,000

iii. Equity shares with differential Voting rights and sweat equity shares

During the financial year under review, the Company has neither issued the equity shares with differential voting rights nor issued sweat equity shares in terms of the Act.

8. LISTING OF EQUITY SHARES

The Equity Shares of the Company were listed on the EMERGE SME Platform of National Stock Exchange Limited with effect from 18^th February, 2025. The Annual Listing fees for the year 2024-25 has been paid.

9. CORPORATE OFFICE OF THE COMPANY:

The Corporate Office of the Company is located at Room

No. 608, 6th Floor, Merlin Infinite, DN 51, Sector V Salt

Lake, Bidhan Nagar, CK Market, North 24 Parganas, West

Bengal, India, 700091.

10. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There was no amount liable or due to be transferred to

Investor Education and Protection Fund (IEPF) during the financial year ended March 31, 2025.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The appointment and remuneration of Directors and

KMPs are governed by the Policy devised by the Nomination, Remuneration and Compensation Committee of your Company.

During the financial year under review, the following directors and Key Managerial Persons (KMPs) have been appointed in the Company, in accordance with the provisions of the

Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendments, modifications or re-enactments thereof for the time being in force) ("SEBI Listing Regulations"):

Directors a. Mr. Sachin Punni (DIN: 07365854), was appointed as Non-Executive Director, with effect from April 05, 2024.

b. Mr. Pankaj Jhawar (DIN: 01571775) was appointed as Non-Executive Independent Director for a term of five years with effect from June 29, 2024;

c. Mrs. Shristi Garg (DIN: 07711088) was appointed as Non-Executive Independent Director for a term of five years with effect from June 29, 2024;

Key Managerial Personnel (KMP) a. Mr. Mustafa Rangwala was appointed as the Company Secretary and Compliance Officer with effect from June 29, 2024

b. Mr. Ankit Toshniwal was appointed as the Chief Financial Officer with effect from April 01, 2024.

Following are the KMPs of the Company in terms of Section 203 of the Act

Pawan Parasrampuria	: Managing Director
Vikas Parasrampuria	: Whole-Time Director
Mustafa Rangwala : Company Secretary & Compliance Officer
Ankit Toshniwal	: Chief Financial Officer
Composition of the Board
Pawan Parasrampuria	: Managing Director
Vikas Parasrampuria	: Whole-Time Director
Sachin Punni	: Non-Executive Director
Pankaj Jhawar	: Independent Director
Shrishti Garg	: Independent Director

Resignation of director(s) and KMP

During the financial year under review, no director(s) or

KMPs resigned from the Company.

Directors liable to retire by rotation

Mr. Pawan Parasrampuria, Managing Director of the

Company, retires by rotation at the upcoming annual general meeting ("AGM") of the Company and being eligible, has offered himself for re-appointment as per the provisions of the Act. A resolution seeking approval of the shareholders for his re-appointment forms part of the

Notice of the AGM.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, the Board of Directors met 23 (Twenty-Three) times. The maximum interval between any two meetings did not exceed 120 days. The prescribed quorum was present for all the Meetings.

There being 23 meetings of Board of Directors being convened under the financial year complying with the requirement of Section 173 of the Companies Act 2013. Details of Board meeting held are as follows:-

Date of Board Meeting	No of Directors eligible to attend Board Meeting	No. of Directors attended Meeting
01.04.2024	2	2
02.04.2024	2	2
05.04.2024	2	2
22.04.2024	3	3
27.04.2024	3	3
07.05.2024	3	3
20.05.2024	3	3
27.05.2024	3	3
29.06.2024	3	3
26.07.2024	5	3
02.08.2024	5	5
13.08.2024	5	3
22.08.2024	5	3
29.08.2024	5	5
16.09.2024	5	3
17.09.2024	5	5
25.11.2024	5	3
14.01.2025	5	3
18.01.2025	5	3
29.01.2025	5	5
05.02.2025	5	5
17.02.2025	5	5
03.03.2025	5	5

Details of the attendance of the Directors at the Board meetings held during the year ended 31^st March 2025 are as follows:

	Number of Board Meetings
Name of the Director	Held	Attended
Pawan Parasrampuria	23	23
Vikas Parasrampuria	23	23
Sachin Punni	23	20
Pankaj Jhawar	23	07
Shristi Garg	23	07

13. DEPOSITS:

During the year under review, your Company has not invited nor accepted any public deposits within the meaning of section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 hence the requirement for furnishing of details of deposits which are not in Compliance with the Chapter V of the Companies

Act, 2013 is not applicable.

14. COMMITTEES OF THE BOARD:

Audit Committee:

The Audit Committee comprises of Mr. Pankaj Jhawar

(Chairman), Mrs. Shristi Garg (Member) and Mr. Vikas Parasrampuria (Member).

The constitution, composition and functioning of the Audit Committee also meets with the requirement of Section

177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company.

Nomination and Remuneration Committee:

The Constitution, Composition and functioning of the Nomination and Remuneration Committee also meets with the requirements of Section 178(1) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee comprises of Mrs. Shristi Garg (Chairperson), Mr. Pankaj Jhawar (Member) and Mr. Sachin Punni (Member).

Stakeholders Relationship Committee:

The Constitution, Composition and functioning of the Stakeholders Relationship Committee also meets with the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Stakeholders Relationship Committee comprises of

Mr. Sachin Punni (Chairman), Mr. Pankaj Jhawar (Member) and Mr. Pawan Parasrampuria (Member).

15. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held on 14^th March 2025, inter-alia, to discuss evaluation of the performance of Non-Independent Directors, the

Board as a whole, evaluation of the performance of the

Chairman, taking into account the views of the Executive and Non- Executive Directors and the evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties. The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

17. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company had no Subsidiary or Joint Ventures or

Associate Companies as on 31^st March, 2025. Hence a statement to be annexed to this Board Report in form AOC-

1 is not applicable.

18. PERFORMANCE AND CONTRIBUTION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

This clause is not applicable as the Company do not have any Subsidiary, Joint Venture or Associate Company as on 31^st March, 2025.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:

Details of loans given, investments made or guarantees given or security provided as per the provisions of Section

186 of the Act and Regulation 34 read with Schedule V of the SEBI Listing Regulations are given in the notes forming part of the financial statements provided in this Annual Report.

20. WEBSITE www.volercars.com is the website of the Company. All the requisite details, policies are placed on the website of the Company.

21. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR/WHOLE-TIME DIRECTOR:

The appointment is made pursuant an established procedure which includes assessment of managerial skills, professional behavior, technical skills and other requirements as may be required and shall take into consideration recommendation, if any, received from any member of the Board.

22. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS:

The Company has in place a process for familiarization of newly appointed independent directors with respect to their respective duties and departments. The highlights of the Familiarization Programme is available on the Companys website at: https://volercars.com/familiarization-programs-for-independent-directors/

23. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented separately as Annexure I forming part of the Annual Report attached herewith.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year under review, all the Related party transactions are disclosed in the notes provided in the financial statements which forms part of this Annual Report.

All transactions with related parties are in accordance with the policy on related party transactions formulated by the Board. Further, during the financial year under review, in terms of Section 188 and Section 134 of the Act read with rules thereunder, all contracts/arrangements/ transactions entered into by the Company with its related parties were on arms length basis and not material. All the related party transactions are approved by the Audit Committee and Board of Directors. Hence disclosure under form AOC-2 in terms of Section 134 of the Act is not required.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Companys website and can be accessed at https://volercars.com/policy-on-related-party-transactions/. There has been no change in the policy during the year under review.

25. FORMAL ANNUAL EVALUATION:

The Board of Directors is committed to get carried out an annual evaluation of its own performance, board committees and individual Directors pursuant to applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. Performance evaluation of Independent Directors was carried out by the entire board, excluding the Independent Director being evaluated. Based on the criteria the exercise of evaluation was carried out through the structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Managing Director and the Non- Independent Directors was carried out by the Independent Directors.

26. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with

Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Boards Report as Annexure – II.

27. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013:

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Board of Directors of the

Company hereby confirms:

(i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March, 2025 and Profit and Loss Account of the Company for that period;

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of

Companies Act, 2013 and Rules made there under for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That the directors have prepared the annual accounts for the Financial Year ended 31^st March 2025 on a going concern basis;

(v) That the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

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

28. CORPORATE SOCIAL RESPONSIBILITY:

The CSR Policy of the Company inter alia includes CSR activities to be undertaken by the Company in line with Schedule VII of the Act. The Policy on CSR as approved by the Board of Directors in accordance with the requirements of the Act is available on the Companys website and can be accessed through the link: https://volercars.com/wp-content/uploads/2024/09/CSR-Policy.pdf. There has been no change in the policy during the year under review.

The average net profit of the Company made during the three immediately preceding financial years was

H 3,39,08,059 and the total CSR obligation for the year was H 6,78,161.

Annual Report on CSR activities as prescribed under the

Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed herewith and marked as Annexure-III.

29. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the

Company is available on the website of the Company at the web-link: www.volercars.com.

30. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO PURSUANT TO THE PROVISIONS OF SECTION 134(3) (M) OF THE COMPANIES ACT, 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014:

Disclosures regarding activities undertaken by the company in accordance with the provisions of section

134 of the Companies Act, 2013 read with Companies (Accounts) rules, 2014 are provided here under:

A. Conservation of energy:

(i) The Steps taken or impact on Conservation of energy:

The Company has adopted strict control system to monitor day to day power consumption. The Company ensures optimal use of energy with minimum extend of wastage as far as possible. The day to day consumption is monitored and efforts are made to save energy.

(ii) Steps taken by company for utilizing alternate source of energy:

The Company is not utilizing any alternate source of energy.

(iii) The Capital Investment on energy conservation equipment:

The Company has not made any Capital Investment on energy conservation equipments.

B. Technology absorption:

The Company does not undertake any activities relating to technology absorption.

C. Foreign Exchange earnings and outgo:

(i) Foreign Exchange Earnings: NIL (ii) Foreign Exchange Outgo: NIL

31. CORPORATE GOVERNANCE REPORT:

By virtue of Regulation 15 of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 ("LODR") the compliance with the corporate governance provisions as specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of

Schedule V are not applicable to the Company. Hence, the

Corporate Governance Report does not form part of this

Annual Report.

32. RISK MANAGEMENT POLICY OF THE COMPANY:

In terms of the provisions of Regulation 17 of the Listing

Regulations, the Company has in place a proper system for Risk Management, assessment and minimization of risk. Risk Management involves the identification and assessment of risk. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

The Board members are informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company.

33. AUDITORS, AUDIT QUALIFICATION AND BOARDS EXPLANATION:

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/S Goyal Goyal & Co., Chartered Accountants, Firm Registration No. 015069C were appointed as Statutory Auditors of the Company in the 14th Annual General Meeting of the Company held on 23^rd of September, 2024 for a term of 2 years commencing from conclusion of the 14th Annual General Meeting upto the 16th Annual General Meeting of the Company to be held in calendar year 2026.

The Auditors have confirmed their availability within the meaning of provisions of Section 139 of the companies Act, 2013.

Internal Auditor

The Company has constituted an In-House Internal Audit

Department for conducting the internal audit of the Company for the financial year 2024–25. The Internal Audit

Department is headed by Mr. Nirankar Mishra, General Manager (GM) and comprised of such other officials as decided by the management, from time to time. The constitution was duly approved by the board members in their meeting held on 3^rd March, 2025.

Secretarial Auditors Report

Pursuant to provisions of section 204 of the Companies

Act, 2013 and Rules made thereunder, the Board of Directors of your Company has appointed M/s. Ankita Dey

& Associates, Practicing Company Secretary as Secretarial Auditor of the Company to undertake the Secretarial Audit for the financial year 2024-25 in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit report in the prescribed Form MR-3 for the financial year 2024-25 issued by M/s. Ankita Dey & Associates, Company Secretary is enclosed as Annexure IV to this report.

Cost Auditor:

The provisions of Cost Audit as prescribed under Section

148 of the Act and the rules framed thereunder are not applicable to the Company.

34. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

35. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate systems of internal control meant to ensure proper accounting controls, monitoring cost cutting measures, efficiency of operation and protecting assets from their unauthorized use. The Company also ensures that internal controls are operating effectively. The Company has also in place adequate internal financial controls with reference to financial statement. Such controls are tested from time to time to have an internal control system in place.

Based on their view of these reported evaluations, the directors confirm that, for the preparation of financial statements for the financial year ended 31 March 2025, the applicable Accounting Standards have been followed and the internal financial controls are generally found to be adequate and were operating effectively & that no significant deficiencies were noticed.

36. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India.

37. VIGIL MECHANISM (WHISTLE BLOWER POLICY):

The Vigil Mechanism as envisaged in the Companies

Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Companys Whistle Blower Policy.

The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairman of the Audit Committee in exceptional cases. The Policy of vigil mechanism may be accessed on the Companys website at the weblink: https://volercars.com/wp-content/ uploads/2024/08/Whistle-Blower-Policy.pdf

38. NOMINATION AND REMUNERATION POLICY:

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and Employees of SeniorManagement.Thedetailsofthesamearegivenonthe website of the Company i.e., www.volercars.com.

39. PREVENTION OF INSIDER TRADING:

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. During the year under review, there has been due compliance with the said code.

40. POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. Details of the same are given in the website of the Company i.e. www.volercars.com.

41. THE 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 have been no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

42. INSURANCE:

All the assets of the Company wherever necessary and to the extent required have been adequately insured.

43. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Your Company lays emphasis on commitment towards its human capital and recognizing its pivotal role for organization growth. During the year, the Company maintained a record of peaceful employee relations.

Your Directors wish to place on record their appreciation for the commitment shown by the employees throughout the year.

44. ENVIRONMENT, HEALTH AND SAFETY:

The Company is committed to provide a safe and healthy work environment for the well-being of all our Stakeholders. The operations of the Company are conducted in such a manner that it ensures safety of all concerned and a pleasant working environment. The Company strives to maintain and use efficiently limited natural resources as well as focus on maintaining the health and well-being of every person.

45. PREVENTION OF SEXUAL HARASSMENT:

Your Company has framed a Policy of 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.

The Company has zero tolerance for sexual harassment for women at workplace and has adopted a policy against sexual harassment in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013 and the rules framed thereunder.

All women who are associated with the Company–either as permanent employees or temporary employees or contractual persons including service providers at

Company sites are covered under the above policy. During the financial year 2024-25, the Company has not received any complaints on sexual harassment and hence no compliant remains pending as on 31st March, 2025. Details of the same are given on the website of the Company i.e., www.volercars.com.

46. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016: DURING THE YEAR ALONG WITH THEIR STATUS AT THE END OF THE FINANCIAL YEAR

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 are not applicable to the Company.

47. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons are not applicable to the Company.

48. ACKNOWLEDGEMENT:

Your Directors wishes to express its gratitude and places on record its sincere appreciation for the commitment and efforts put in by all the employees. And also record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review.

Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. 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, cooperation and support.

Place: Kolkata	For and on behalf of the Board of Directors of
Date: 01.09.2025	VOLER CAR LIMITED
	SD/-	SD/-
	Pawan Parasrampuria	Vikas Parasrampuria
	Managing Director	Whole-Time Director
	(DIN: 01731502)	(DIN: 03143499)