Velox Shipping and Logistics Ltd

The Shareholders,

Velox Industries Limited

Your directors are delighted to present the 41^st Board Report on Company's Business Operations along with the Audited Financial Statements for the financial year ended 31^st March 2024.

FINANCIAL SUMMARY

The Standalone Financial Results of the Company for the year ended 31^st March, 2024 are as follows:

(Amount in Lakhs)

No material changes and commitments affecting the financial position of the Company have occurred after the closure of the financial year to which this financial statement relates and the date of this report.

PERFORMANCE REVIEW

During the financial year 2023-24, the Company has earned a revenue of Rs.40.67/- (In Lakhs) and earned a profit of Rs.17.95/- (In Lakhs) as compared to the loss of previous year Rs.15.36/- In Lakhs.

DIVIDEND

In the absence of adequate profits during the financial year 2023-24, the Board does not recommend any Dividend. 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, 2024, the Authorized Share Capital of the Company is Rs.1,300/- (in Lakhs) divided into 1,30,00,000 (One Crore Thirty Lakh) equity shares of Rs.10/- (Ten only).

The Issued, Subscribed and Paid-up Share Capital of the Company as at March 31, 2024 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.

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

Mrs. Vani Ramesh Alva - Independent Director

Mr. Moti Dabhi - Independent Director

Mr. Vishal Nilesh Kothari - Chief Financial Officer

Mrs. Pinal Rahul Parekh - Company Secretary & Compliance Officer

During the Year, Following were the changes in Directors/ Key Managerial Personnel:

1. Mrs. Shobha Rustagi and Mrs. Vani Alva has resigned with effect from 06^th May, 2023.

2. Mrs. Shobha Rustagi and Mrs. Vani Alva was appointed as an Additional Independent Director, on the recommendation by Nomination and Remuneration Committee, with effect from 25^th May, 2023.

3. Mr. Vijay Bhutna has resigned as a Managing Director of the Company with effect from with effect from 25^th May 2023 and Mr. Debashis Mukherjee has been appointed as a Managing Director of the Company with effect from with effect from 25^th May, 2023.

4. Mr. Sanjiv Jain has resigned as a Non-Executive Director with effect from 25^th May, 2023.

5. Mr. Sushil Dattatraya has appointed as a Non-Executive Director and Chairman of the Company with effect from 25^th May, 2023.

6. Ms. Nishi was appointed as a Company Secretary and Compliance Officer with effect from 14^th September, 2023 and Mr. Ebrahim Nimuchwala has resigned with effect from 25^th May, 2023 from the post of Company Secretary and Compliance Officer.

7. Ms. Nishi has resigned as a Company Secretary and Compliance officer with effect from 19^th January, 2024 and Mrs. Pinal Parekh has been appointed as a Company Secretary officer with effect from 25^th January, 2024.

8. Mrs. Shobha Rustagi has resigned as an Independent Director with effect from 24^th January, 2024.

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.

Mrs. Vani Alva, Mrs. Shobha Rustagi and Mr. Debashis Mukherjee was regularized as a Director in the Annual General Meeting of the Company held on 30^th September, 2023.

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/

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

During the year, annual performance evaluation of the Board and Committees of the Board, individual Directors including the Chairman of the Company, was carried out as per the criteria and process

approved by Nomination and Remuneration Committee, which is in line with the SEBI Guidance Note on Board Evaluation.

The Chairman and other members of the Board discussed upon the performance evaluation outcome and concluded that they were satisfied with the overall performance of the Board and Committees of the Board and Directors individually. The Board also assessed the fulfillment of the independence criteria as specified in Listing Regulations, by the Independent Directors of the Company and their independence from the management

MEETINGS OF BOARD

The Board of Directors of your Company 11 (Eleven) 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.

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. The Independent Director Meeting for this Matter was held by the Company on 25^th January, 2024 and the information regarding this matter has been preserved and kept under record by the Company Secretary of the Company.

COMMITTEES OF THE BOARD

As on March 31, 2024, 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 and Number of Committee Meetings held during the year shall be as follows:

A. Audit Committee:

B. Nomination and Remuneration Committee:

C. Stakeholders Relationship Committee:

STATUTORY AUDITORS

The Shareholders of the Company at the 39^th Annual General Meeting (AGM) held on 26th September, 2022, appointed M/s. P. Shah & Co, Chartered Accountants (Firm Reg. No. 109710W) as the Statutory Auditors of the Company for a second term of Five Consecutive years from the conclusion of the 39^th Annual general Meeting, till the conclusion of the 44 ^th Annual General Meeting of the Company to be held in the year 2027. M/s. P. Shah & Co, Chartered Accountants, had tendered their resignation letter dated May 30, 2024 and to fill the casual vacancy, the Company had appointed M/s. Bilimoria Mehta & Co., Chartered Accountants (Firm Registration No. 101490W) to act as Statutory Auditors of the Company till the conclusion of this Annual General Meeting.

Based on the recommendation of the Audit Committee and Board of Directors, M/s. Bilimoria Mehta & Co., Chartered Accountants (Firm Registration No. 101490W) were appointed 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, 2024 does not contain any qualification, reservation or adverse remark on the financial statements of the Company.

SECRETARIAL AUDITORS AND THEIR REPORT

CS Hiren Gediya, Practicing Company Secretary was appointed as Secretarial Auditor of the Company to conduct a secretarial auditfor the financial year 2023-24 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as 'Annexure 1' to this report.

Qualification: The Secretarial Audit report mentioned that the Change in the composition of Directors or KMP had to be submitted to the Stock Exchange in both XBRL and PDF format as per circular notice number 20230127-37 dated 27^th January, 2023 but only PDF format was submitted by the Company.

Clarification by the Company: We would like to inform you that the filing in the XBRL format was missed inadvertently. Prior to the circular, intimation to the Stock Exchange was mandatory only in the PDF format. Also, the Stock Exchange did not notify the Company and hence the XBRL filing was missed inadvertently.

INTERNAL AUDITORS

The Internal Audit Department lead by Mr. Vishal Kothari, performs the duties of internal auditors of the Company and their report is reviewed by the audit committee from time to time.

COST RECORDS & COST AUDIT

During the Financial year 2023-24, 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 ARE REPORTABLE 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, 2024 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

The Company has not granted any loans, provided any securities and not made any investments pursuant to Section 186 of the Companies Act, 2013 during the year under review.

The Company has accepted an unsecured loan from the Directors of the Company in compliance of the provision of the Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014.

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 Director's 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 Company's website at www.veloxindustriesltd.in

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. The Risk Management Policy is available on the website of the Company at www.veloxindustriesltd.in

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 Company's 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 ensures that 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 of the act read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 is not applicable.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered in to during the financial year were on arm's 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 Company's website at www.veloxindustriesltd.in

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

In compliance with the provisions of Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, your Company has in place a 'Whistleblower Policy,' which provides an opportunity to the directors and employees to raise concerns about unethical and improper practices or any other wrongful conduct in or in relation to the Company. The Whistle- Blower Protection Policy aims to:

• Allow and encourage stakeholders to bring to the management notice concerns about unethical behavior, malpractice, wrongful conduct, actual or suspected fraud or violation of policies.

• Ensure timely and consistent organizational response.

• Build and strengthen a culture of transparency and trust.

• Provide protection against victimization.

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 ofthe

Audit Committee of the Company.

The Vigil mechanism/ Whistle Blower Policy is available on the website of the Company at www.veloxindustriesltd.in

INTERNAL COMPLAINT COMMITTEE

Since the provisions for constitution of internal complaint committee is not applicable on the Company, the Company has not constituted said committee.

During the financial year 2023-24, the Company has not received any complaint related to sexual harassment and no complaint has been filed with the local complaint committee.

PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs

There are no employees employed throughout the financial year who were in receipt of remuneration of Rs. One Crore and Two Lakh Rupees 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 - 2.

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. The Company has however 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 Company's 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:

ENVIRONMENT/ POLLUTION CONTROL, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's 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.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

The Company is now engaged in the business of carrying on all or any of the trades and business of freight contractors, carriers, shippers, shipping agent, agents of operators of shipping lines consolidation and multi model transport operations. Earlier the Company was engaged in food industry.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S 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.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES AND ITS PERFORMANCE AND FINANCIAL POSITION INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

The Company does not have any Subsidiary, Joint venture or Associate Company.

NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATES DURING THE FINANCIAL YEAR 2023-24

During the financial year 2023-24, no entity has become or ceased to be its subsidiary, joint venture

or associate of the Company.

HUMAN RESOURCE

Your Company is of the firm opinion that efficiency of its employees plays a key role in achieving set goals and building a competitive work environment. The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" the Company has constituted an "Internal Complaints Committee" for prevention of sexual harassment of its women employees. During the year, the Committee has not received any complaint related to Sexual harassment.

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 organization's 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 Company's 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, 2024 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 Company's internal controls over financial reporting as of March 31, 2024 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.

DEPOSITORY SYSTEMS

The Company has established connectivity with both depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The Company has appointed M/s. Alankit Assignments Limited, a Category-I SEBI registered R & T Agent as its Registrar and Share Transfer Agent (RTA) across physical and electronic alternative. The members are requested to contact the Registrar directly for any of their requirements.

LIST OF CREDIT RATINGS OBTAINED/ REVISION

During the year under review, no fresh credit rating was obtained by the Company.

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.

UNCLAIMED SHARES

Pursuant to Regulation 39(4) read with Schedule VI of the Listing Regulations, the Company reports that there are no unclaimed shares as on March 31, 2024.

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.

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

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

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.

Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31^st MARCH 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members,

Velox Industries Limited

902, Filix Commercial Complex, Opp - Asian Paints, L.B.S. Marg, Bhandup,Mumbai, 400078

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by VELOX INDUSTRIES LIMITED (hereinafter referred to as "the Company"). Secretarial Audit was conducted ina manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the VELOX INDUSTRIES LIMITED's books, papers, minutes books, forms and returns filed and other records maintained by the Company and alsothe information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by VELOX INDUSTRIES LIMITED ("the Company") for the financial year ended on 31^st March, 2024 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

1. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations, 2011; Not Applicable

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; Not Applicable

(d) The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations, 2014; Not Applicable

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,2022; Not Applicable

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not Applicable

(i) The Securities and Exchange Board of India (Listing obligations & disclosure requirements) regulations, 2015

2. OTHER APPLICABLE ACTS :

(a) The Finance Act, 2022

(b) Goods & Service Tax Act, 2017

(c) Other Miscellaneous Acts and rules as applicable

We have also examined compliance with the applicable clauses of the following:

I. Secretarial Standards issued by The Institute of Company Secretaries of India with respect to Board Meetings and General Meeting,

II. The listing agreement and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into by the Company with Bombay Stock Exchange Limited (BSE).

During the financial year as on 31^st March, 2024, the Company has complied with the applicable clauses as amended from time to time of Secretarial Standard (SS-1 and SS-2) issued by the Institute of Company Secretaries of India and it was noted that the Company has complied with the same as mentioned above.

We further report that:-

• The Board of Directors of the Company is duly constituted.

• There are changes in the composition of the Board of Directors that took place during the period. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

• Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven working days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

• The compliance by the Company of applicable financial laws such as Direct or Indirect tax laws and maintenance of financial records and books of accounts have not been reviewed in this audit since the same have been subject to review by statutory financial auditors, tax auditors and designated professional.

• The Company has complied with all the committee meeting compliances and all the committee meetings were duly held during the year as required under the law.

Although the submission guidelines specify that both XBRL (eXtensible Business Reporting Language) and PDF formats are required, only the PDF format was adhered to. The XBRL format was not followed, which is necessary compliance for change in composition of Directors or Key Managerial Personnel to Authorized Regulatory i.e. Stock Exchange and Registrar of Companies, but fails to comply with Regulation 30 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 vide circular notice number 20230127-37 dated 27^th January, 2023.

• During the year, Company has shifted its Registered Office within the local limits of city, town from Business Bay, 102-103, Level 1 Service Road,, Western Express Highway, Ville Parle (East), Mumbai, Maharashtra, 400052 to 902 Filix Commercial Complex, opp Asian Paints, L.B.S. Marg, Bhandup, Mumbai, Mumbai, Mumbai, Maharashtra, India, 400078. Necessary forms and documents were filed and intimated to Registrar of Companies (ROC) and Stock Exchange (BSE) on 30^th May, 2023.

• During the year, Company has altered the Object clause of Memorandum of Association and filed the required forms and intimation to Stock Exchange and Registrar of Companies with subject to approval of the shareholders at the 40^th Annual General Meeting dated 30^th September, 2023.

• We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance

with applicable laws, rules, regulations and guidelines.

• The observations with respect to the other Statutory Acts as applicable apart from the Companies Act 2013 are based upon the certification received from various departmental heads of the Company.

This report is to be read with our letter of even date which is annexed as "Annexure A" and forms an integral part of this report.

Annexure A

To

The Members,

Velox Industries Limited

902, Filix Commercial Complex, Opp - Asian Paints, L.B.S. Marg, Bhandup, Mumbai, 400078 Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records, based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of secretarial records. The verification was done on test basis to ensure that the correct facts are reflected in secretarial records. We believe that the processes and practices, we followed, provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the company.

4. Whenever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws. Rules, regulations, standards are the responsibility of the management. Our examination was limited to the extent of verification of procedures on test basis.

6. The secretarial audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

During the year under review, the Company has not paid any remuneration or salary to any employee/ directors of the Company except sitting fees for attending Board Meetings.

Thus, the percentage increase in remuneration of each Director and Key Managerial Personnel during the financial year 2023-24, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company cannot be provided since there were no remuneration/ salary paid to any Employees or Directors or Key Managerial Personnel of the Company.

*Mrs. Shobha Rustagi has resigned w.e.f. January 24, 2024.

1. In the financial year, there was no increase in the median remuneration of employees;

2. There were 3 permanent employees on rolls of Company as on March 31, 2024;

3. Average percentage in increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2023-24 was NIL.

The details of remuneration to be paid to the Directors/ KMP for the financial year ended March 31, 2024 is given below:

4. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable; and

5. It is hereby affirmed that the remuneration paid is as per the as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

6. None of the employees of the Company are related to any Director of the Company.