డైరెక్టర్ల నివేదిక Voler Car Ltd.

Mar 31, 2025

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 year’s profits were boosted by exceptional
and non-recurring items; this year’s 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 Al-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 Al-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 inour 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

Your Directors are pleased to present the 15^,h 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 31" 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 Company’s 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 (?)	5.30	563.76
Diluted (?)	5.30	11.05

2. RESULTS OF OPERATIONS AND STATE OF THE
COMPANY''S AFFAIRS:

The Highlights of the Company''s Performance for the
Financial Year ended 31“ March, 2025, are as under:

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

The Profit before Exceptional, prior period Items and Tax
increased to ? 521.10 lakhs from ? 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
company’s 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 ?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 ? 10/- (Rupees Ten only)
to ? 12,00,00,000/- (Rupees Twelve Crores Only)
divided into 1,20,00,000 (One Crore Twenty Lakhs)
equity shares of ? 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 ? 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 T10/- each.

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

SL. No.	Date of Issuance of Equity Shares	Brief Details	No of Equity Shares
1.	29.06.2024	Issuance of further equity shares byway of Private Placement	11,370
2.	13.08.2024	Issuance of further equity shares by way of Bonus Issue	79,83,850
3.	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^,h 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, 6* 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,thefollowing 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:-

SL. No.	Date of Board Meeting	No of Directors eligible to attend Board Meeting	No. of Directors attended Meeting
1	01.04.2024	2	2
2	0204.2024	2	2
3	05.04.2024	2	2
4	2204.2024	3	3
5	27.04.2024	3	3
6	07.05.2024	3	3
7	20.05.2024	3	3
8	27.05.2024	3	3
9	29.06.2024	3	3
10	26.07.2024	5	3
11	0208.2024	5	5
12	13.08.2024	5	3
13	2208.2024	5	3
14	29.08.2024	5	5
15	16.09.2024	5	3
16	17.09.2024	5	5
17	25.11.2024	5	3
18	14.01.2025	5	3
19	18.01.2025	5	3
20	29.01.2025	5	5
21	05.02.2025	5	5
22	17.02.2025	5	5
23	03.03.2025	5	5

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

Name of the Director	Number of Board Meetings
	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
Stakeholder’s 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 Stakeholder’s 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
i ndependence I ai d 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^,h 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" 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 Company''s
website at: https://volercars.com/familiarization-

proarams-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 statementswhichformspartofthisAnnual 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 arm’s 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 Company’s website and can
be accessed at https://volercars.com/policy-on-related-
partv-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
Board’s 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” 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” 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 Company’s website and can
be accessed through the link: https://volercars.com/wp-
content/uploads/7074/09/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
? 3,39,08,059 and the total CSR obligation for the year
was 7 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-lll.

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 equipment’s.

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 BOARD''S
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 14^th Annual General Meeting of the Company held on
23^,d of September, 2024 for a term of 2 years commencing
from conclusion of the 14^,h Annual General Meeting upto
the 16^,h 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^,d 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 Company’s
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 Company’s
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
Senior Management. The detail s of the same are given on the
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 COMPANY''S
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 wel l-bei ng 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 31" 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 UNDERTHE 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
applicableto 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)

---

Mar 31, 2024

Your Directors are pleased to present the 14^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 year ended March 31,2024.

1. FINANCIAL RESULTS

The Company’s financial performance for the year under review along with previous year’s figures
are given hereunder:

(Amount in INR}

	STANDALONE
PARTICULARS	FY 2023-24	FY 2022-23
Total Income	31,45,14,579	26,26,77,590
Total Expenses	26,34,00,299	23,90,89,384
Profit before exceptional, prior-period items and tax	5,11,14,280	2,35,88,207
Prior period items (Net)	(1,74,04,755)	-
Profit before exceptional items and tax	6,85,19,035	2,35,88,207
Exceptional Item	41,03,993	-
Profit/(Loss) before tax	7,26,23,027	2,35,88,207
Tax Expenses	(1,09,87,376)	-
Profit/(Loss) after tax	8,36,10,403	2,35,88,207
Earnings Per Equity Share
Basic (Rs.)	563.77	159.04
Diluted (Rs.)	563.77	14.55

2. RESULTS OF OPERATIONS AND STATE OF THE COMPANY’S AFFAIRS:

Standalone:

The Highlights of the Company’s performance for the year ended March 31, 2024 are as
under:

• Total revenue of the Company during the year was Rs. 31,45,14,579/- as opposed to revenue
of Rs. 26,26,77,590/- in the previous year.

• Profit before Depreciation Interest and Tax (PBDIT) during the year was
Rs. 7,19,54,279/- as opposed to PBDIT of Rs. 3,22,95,541/- in the previous year.

• Profit Before Tax (PBT) during the year was Rs. 7,26,23,027/- as opposed to a PBT of Rs.
2,35,88,207/- in the previous year.

• Profit during the year was Rs. 8,36,10,403/- as opposed to a Profit of Rs. 2,35,88,207/- in the
previous year.

3. SHARE CAPITAL:

During the period under review, Company has not offered, issued or allotted any securities or
issued letters, coupons and warranties.

As on March 31, 2024, the issued, subscribed and paid up share capital of your Company
stood at Rs. 14,83,070/- comprising of 1,48,307 Equity Shares of Rs. 10 /- each.

4. CHANGE IN THE NATURE OF BUSINESS

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

5. DIVIDEND:

No dividend was declared for the current financial year. The Board does not recommend any
dividend on equity shares of the Company for the year ended March 31, 2024.

6. TRANSFER TO RESERVES:

During the year under review, a profit of Rs. 8,36,10,403/- (Eight Crore Thirty-Six Lakhs Ten
Thousand Four Hundred and Three) is being transferred to the Reserves & Surplus account.

7. BONUS SHARES:

During the financial year under review, the Company did not declare any Bonus Shares and
hence no information as per the provisions of Section 63 of the Companies Act, 2013 read
with applicable rules is furnished.

8. SIGNIFICANT AND MATERIAL ORDERS

There were no significant or material orders passed by regulators, courts or tribunals
impacting the Company’s operations in future.

9. DEPOSITS

During the year under review, your Company has not accepted any deposits from the public.
Further, no amount of deposit remained unpaid or unclaimed at the end of the year i.e. as on
31st March, 2024. Subsequently, no default has been made in repayment of deposits or
payment of interest thereon during the year.

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no
unclaimed dividend up to date.

11. 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 have been no material changes and commitments affecting the financial position of the
Company between the end of the financial year and date of this report. There has been no
change in the nature of business of the Company.

12. SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES:

During the year under review, your Company did not have any Subsidiaries, Associate or
Joint Venture Company.

13. CORPORATE OFFICE OF THE COMPANY

The Corporate Office of the Company is maintained at Room No. 608, 6^th Floor, Merlin
Infinite, DN 51, Sector V, Salt Lake, Bidhan Nagar, CK Market, North 24 Parganas, West
Bengal - 700091, India.

14. CONSOLIDATED FINANCIAL STATEMENT:

The Company does not have any subsidiary, joint venture or associate Company and hence
Consolidated Financial Statements of the Company are not required to be prepared.

15. SECRETARIAL STANDARDS:

The Directors state that all the applicable Secretarial Standards, have been duly followed by
the Company.

16. DIRECTORS’ RESPONSIBILITY STATEMENT:

As stipulated under section 134(3)(c) read with Section 134(5) of the Companies Act, 2013,
your Directors hereby state and confirm that:

• In the preparation of the annual accounts for the year ended March 31,2024, the applicable
accounting standards read with requirements set out under Schedule III to the Act, have
been followed and there are no material departures from the same;

• 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 at March 31, 2024 and of the profit of the
Company for the year ended on that date;

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

• The Directors have prepared the annual accounts on a ‘going concern’ basis;

• The Directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating effectively; and

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

17. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the Related Party Transactions that were entered into during the financial year were on
arm''s length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel, or other designated persons which may have a potential conflict with
the interest of the Company at large during the year under review.

18. CORPORATE SOCIAL RESPONSIBILITIES:

The Company has not implemented or formulated any policy on Corporate Social
Responsibility as the provisions of section 135 of the Companies Act, 2013 and rules made
there under are not applicable to the Company.

19. RISK MANAGEMENT:

The Company has adequate internal controls in place at various functional levels and does
not foresee any major risk such as financial, credit, legal, regulatory and other risk keeping
in view the nature and size of its business.

20. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of Directors as on date of this report comprised of the following Directors:

Name of Director	Director Identification Number	Designation
Pawan Parasrampuria	01731502	Managing Director
Vikas Parasrampuria	03143499	Whole-Time Director
Sachin Punni	07365854	Non-Executive Director
Pankaj Jhawar	01571775	Independent Director
Shrishti Garg	07711088	Independent Director

None of the directors of the Company are disqualified as per the provisions of Section 164(2)
of the Companies Act, 2013.

Following are the KMP''s of the Company in terms of Section 203 of the Companies Act,
2013:

Vikas Parasrampuria	Managing Director
Pawan Parasrampuria	Whole-Time Director
Mustafa Rangwala	Company Secretary & Compliance Officer
Ankit Toshniwal	Chief Financial Officer

21. EMPLOYEE STOCK OPTION SCHEME:

During the financial year under review, the Company did not have any Employees Stock
Option Scheme for its employees/ directors and hence no information as per the provisions
of Section 62(1 )(b) of the Companies Act, 2013 read with applicable rules is furnished.

22. AUDITORS:

a) Statutory Auditors

The Statutory Auditor of the Company i.e. Sumit Shah & Co. LLP (Firm Registration No.
32779IE) who was appointed for the financial years 2019-20 to 2023-24 resigned due to
personal reasons with effect from 24 April, 2024. Subsequently, the casual vacancy was filled
with the appointment of Goyal Goyal & Co. (Firm Registration No. 015069C) pursuant to the
relevant provisions of the Companies Act, 2013 on 20 May, 2024 for the audit of the financial
year 2023-24.

b) Cost Auditors

The Company is not required to appoint Cost Auditor as it does not fall within the purview
of Section 148 of the Companies Act, 2013 and rules made there under and hence it is not
required to conduct Cost Audit.

c) Secretarial Auditor

The Company is not required to appoint Secretarial Auditor as it does not fall within the
purview of Section 204 of the companies Act, 2013 and rules made there under and hence it
is not required to conduct Secretarial Audit.

d) Internal Auditor

The Company is not required to appoint Internal Auditor as it does not fall within the purview
of Section 138 and rules made there under and hence it is not required to conduct Internal
Audit.

23. AUDITORS REPORT:

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and
do not call for any further comments.

There were no qualifications, reservations or adverse remarks made by the auditors in their
report.

24. MEETINGS OF THE BOARD:

During the year, 5 (five) meetings of the Board of Directors of the Company were held and
the gap between the said meetings did not exceed the limit of 120 days, as prescribed under
the relevant provisions of the Companies Act, 2013, the relevant Rules made there under.

The Board Meetings were held on the below mentioned dates:

1. 18^,h May, 2023

2. 26^th July, 2023

3. 22^nd November, 2023

4. 15^th March, 2024

5. 26^th March, 2024

Details of the attendance of the Directors at the Board meetings held during the year ended
31^st March, 2024 are as follows:

Name of the Director Number of Board Meetings

Held Attended

Vikas Parasrampuria 5 5

Pawan Parasrampuria 5 5

Sachin Punni NA NA

Pankaj Jhawar NA NA

Shristi Garg NA NA

25. AUDIT COMMITTEE:

The Audit Committee comprises of following Directors:

Name of Member	Position	Designation
Mr.Pankaj Jhawar	Chairman	Independent Director
Mrs. Shristi Garg	Member	Independent Director
Mr. Vikas Parasrampuria	Member	Whole-time director

26. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination, Remuneration and Compensation Committee comprises of the
following Directors:

Name of Member	Position	Designation
Mrs. Shristi Garg	Chairman	Independent Director
Mr.Pankaj Jhawar	Member	Independent Director
Mr. Sachin Punni	Member	Non - Executive Director

27. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of following Directors:

Name of Member	Position	Designation
Mr. Sachin Punni	Chairman	Non - Executive Director
Mr. Pankaj Jhawar	Member	Independent Director
Mr. Pawan Parasrampuria	Member	Managing Director

28. 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.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK
PLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

The Management is pleased to inform that no complaints pertaining to sexual harassment
were received during the period under report.

30. VIGIL MECHANISM:

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed
thereunder is implemented through the Company’s 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 Chairperson of the Audit Committee in exceptional cases. The policy of vigil
mechanism is available on the Company’s website.

31. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES
GIVEN AND SECURITIES PROVIDED:

Particulars of loan or guarantee given or securities provided or investments made as covered
under Section 186 of the Companies Act, 2013, are given in the notes to the financial
statements for the year ended 31^st March, 2024.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN
EXCHANGE EARNINGS AND OUTGO ARE AS FOLLOWS:

The details of conservation of energy, technology absorption, foreign exchange earnings and
outgo are as follows:

• The Particulars regarding Conservation of Energy.

As the Company is not covered in the list of industries required to furnish information in
Form “A” relating to the conservation of Energy, the same is reported to be Nil. However,
the Company takes all possible measures to conserve energy.

• The Particulars regarding Technology Absorption. Adaptation and Innovation,

The particulars regarding Technology Absorption, Adaptation and Innovation are reported
to be Nil.

• Foreign exchange earnings and Outgo (1NR).

Foreign Exchange Earnings during the Financial Year 2023-24 were Nil.

Foreign Exchange Outgo during the Financial Year 2023-24 were Nil.

33. EXTRACT OF 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 shall be
available on the website of the Company when it is operational.

34. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following
matters as there were no transactions on these items during the year under review:

• Details relating to deposits covered under Chapter V of the Act.

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

• Issue of shares to employees (including sweat equity shares and any Employees: Stock
Option Scheme) of the Company.

• No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Company''s operations in future.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

35. 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:

No material order was passed during the year by the regulators or courts or tribunals impacting
the going concern status and Company''s operations in future.

36. 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

37. 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 THEREOF

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.

38. ACKNOWLEGEMENT;

The Board of Directors would like to express their sincere appreciation for the assistance and
co-operation received from the financial institutions, banks, Government authorities,
customers, vendors and members during the year under review. The Board of Directors also
wish to place on record its deep sense of appreciation for the committed services by the
Company''s executives, staff and workers.

For and on behalf of the Board of Directors of

\

VOLER CAR LIMITED

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PAWAN PARASRAMPURIA VIKAS PARASRAMPURIA

(DIN: 01731502) (DIN: 0314349$)

Managing Director Whole-Time Director