Your Directors take pleasure in presenting their 103rd Annual Report on the operations of the Company together with audited accounts for the year ended 31st March, 2026.

Amount (H in crores)

PERFORMANCE AND STATE OF COMPANY'S AFFAIRS

STANDALONE

The performance of your Company during the year under review was satisfactory. Your Company has achieved a turnover of H 1546.96 crores (net of discount and rebates H 105.38 crores) compared to H 1527.28 crores (net of discount and rebates H 95.85 crores) in the previous year, an increase of 1.29%. The increase in the turnover was mainly on account of increased focus on premiumisation repositioning from the commodity segment which was characterized by higher margins vis-a-vis the volumes achieved. During the year 2025-26, the Company's priority was to develop high performance premium lubricants to meet the demands of the modern lubricants market by leveraging advanced R&D, sustainable formulations and cutting-edge technology. In the automotive and industrial lubricant sectors the focus was on enhancing efficiency, extending equipment life and reducing environmental impact through next-generation products. By staying agile and customer-focused, your Company ensured that Veedol remains a trusted name not just for its history but for its forward-thinking solutions in the ever-changing industry. During the year under review the Company continued to deploy its resources to build up the topline in tandem with the fundamental and structured change initiatives that had been adopted. As such during the year the Company achieved a Profit before Tax and Exceptional Item to the extent of H 142.49 crores as compared to H 140.93 crores in the preceding year. Profit after Tax (after taking into account Other Comprehensive Income Net of Tax) for the year under review was at H 143.15 crores as against H 127.25 crores in the previous year, representing an increase of 12.50%.

CONSOLIDATED

During the financial year ended 31st March, 2026, the Company had achieved a turnover (net of discount and rebates) of H 2168.54 crores as compared to H 1972.14 crores for previous year. (Reclassification of comparative amounts to conform with the current year). The Consolidated Profit before Tax and Exceptional Item was at H 238.43 crores as compared to H 208.17 crores for the preceding year.

Profit after Tax (after taking into account Other Comprehensive Income Net of Tax) for the year under review was at H 220.12 crores as against H 176.91 crores in the previous year, representing an increase of 24.42%.

The Company's wholly owned step-down subsidiary Granville Oil & Chemicals Limited (GOCL) performed creditably during the year under review. During the financial year ended 31st March, 2026, GOCL has achieved a turnover of GBP 45.18 million as compared to GBP 34.10 million for previous year. The Profit before Tax was higher at GBP 12.35 million as compared to GBP 8.43 million for the preceding year.

During the year 2025-26, ENEOS VCL India Private Limited (formerly ENEOS Tide Water Lubricants India Private Limited), the joint venture company wherein your Company continues to hold 50% stake has achieved a turnover of H 322.42 crores as compared to Rs 298.83 crores for the previous year 2024-25. The Company has achieved a Profit before Tax (PBT) of H 81.41 crores as compared to H 76.05 crores in the preceding year 2024-25.

BRAND 'VEEDOL' AND NEW LOGO

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

The Company has adopted a new logo for its brand that had been designed keeping in view the modern outlook and integration of design by bringing the Shielded Veedol and Flying V together and retention of the core identifiers viz. brand colour and Flying V logo. The same is being used in all the products on a pan-India basis. Further the same is also being used worldwide in all the products that are manufactured and marketed by the Company and its subsidiaries across the globe.

NEW PRODUCT LAUNCH

1. New Product Development

During the year under review, the Company strengthened its product portfolio through the launch of NextGEN Fully Synthetic engine oil range under the product series SynthGlide and SwiftPower for PCMO and MCO segments under the flagship "Veedol" brand. The products incorporate proprietary Engine Power Retention (EPR™) technology with extended drain interval capability up to 20,000 kms and advanced EstoBioLides™ bio-sourced estolide-based fluid technology, developed as a next-generation sustainable base oil platform. The technology, for which patent filings are under process, represents a significant advancement in high-performance and sustainable lubrication solutions.

The Company also expanded its automotive aftercare and industrial portfolio with the launch of Care Range PGR Cleaner, Gunk Engine Degreaser, Tata EGR Cleaner, Tata Anti Rust Spray, Liquid Wrench LT 408 Pro Penetrant and Arden PU Grease.

2. Efforts Made Towards Technology Absorption

The Company continued its focus on technology-driven product development through its dedicated R&D Centres with emphasis on advanced lubrication technologies, sustainability, and specialty performance solutions. During the year, the Company developed and absorbed technologies related to Engine Power Retention (EPR™), advanced synthetic formulations and proprietary EstoBioLides™ bio-sourced lubrication chemistry for next-generation high-performance lubricants. The technology forms part of the Company's ongoing patent filing initiatives and strengthens its innovation and sustainability-led product portfolio.

INTERNATIONAL OPERATIONS

Your Company had invested in 100% shares of Veedol UK Limited (formerly Price Thomas Holdings Limited), having a wholly owned subsidiary viz. Granville Oil & Chemicals Limited (GOCL), which is engaged in manufacturing and selling of lubricants and automotive after care products. Since GOCL has its own manufacturing facility, it has resulted in competitive product

pricing internationally. Also, the range of products and its sales distribution network have been beneficial for the Company's international operations. GOCL mainly operates in United Kingdom and key brands marketed inter alia include Granville, Gunk, Nova and Autosol. GOCL is presently manufacturing Veedol products for different geographies. Further, in order to comply with REACH Guidelines for undertaking operations in the EU Region, Veedol UK Limited during the year 2024-25 had set up a sole representative office in Dublin, Ireland through another wholly owned subsidiary viz. Veedol Ireland Limited.

Other than as stated above and besides holding 100% shares of Veedol International Limited, the Company presently has wholly owned subsidiary viz. Veedol International FZCO (VIFZCO) (formerly Veedol International DMCC), UAE. VIFZCO caters to the Middle East and African Region. Veedol International Limited has also licensed the Veedol brand inter alia to licensees in Canada, Mexico, France, Germany, Italy, Portugal and Republic of South Africa for sales there at. The Company has initiated its efforts in re-organizing its European operations with a view to consolidate its business and supply chain management for the said geography. Towards this, the Board of Directors vide its resolution dated 18^th May, 2024 resolved to close the operations of Veedol Deutschland GmbH and dissolve the same with effect from 1^st September, 2024. In terms of the law prevailing in Germany, the liquidation is under process and has now officially been entered in the German commercial register. The geographies that were serviced by Veedol Deutschland GmbH are now being catered through other subsidiary company(ies) viz. Veedol UK Limited and Veedol International Limited.

WIND ENERGY BUSINESS

During the year 2025-26, the revenue generated from the Wind Energy Project amounted to H 2.03 crores.

RESERVES AND DIVIDEND

During the year under review as well as during the previous year, the Company has not transferred any amount to General Reserves. As on 31^st March, 2026, Other Equity of the Company was at H 790.63 crores. The amount of H 143.15 crores is proposed to be retained as surplus in the Statement of Profit and Loss.

On 2^nd December, 2025, your Company paid an interim dividend of 1100% (H 22.00 per ordinary share) for the financial year 2025-26 involving a total dividend out-flow of H 38.33 crores. In addition to the aforesaid, on 26^th February, 2026, your Company paid a second interim dividend of 700% (H 14.00 per ordinary share) for the financial year 2025-26 involving a total dividend outflow of further H 24.39 crores. In view of present financial results, your Directors have the pleasure in recommending a final dividend of 1100% (H 22/- per ordinary share) on the ordinary shares of H 2/- each for the financial year 2025-26. The final dividend that will be recommended for 2025-26 will be distributed to the eligible shareholders within 30 (thirty) days from the date of the 103^rd Annual General Meeting. The final dividend is in addition to the interim dividends, as already distributed. The Dividend Distribution Policy is available at the official website of the Company at the weblink https://www.veedolindia.com/sites/ default/files/assets/pdf/DIVIDEND%20DISTRIBUTION%20

POLICYpdf. Dividend(s) declared / to be declared were / is in line with the policy referred above and was met / will be met from internal cash accruals.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

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

SUBSIDIARY COMPANIES

Veedol International Limited, Veedol International FZCO (formerly Veedol International DMCC) and Veedol UK Limited continue to be the wholly owned overseas subsidiaries of the Company. As on 31^st March, 2026 all the above companies excepting Veedol UK Limited are deemed to be non-material and non-listed subsidiary companies in terms of the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. Veedol UK Limited is deemed to be a material non-listed subsidiary. The policy for determining 'Material Subsidiaries' is available at the official website of the Company at the weblink https://www.veedolindia.com/sites/default/files/assets/pdf/ Material-Subsidiary-Policy-2.pdf.

The Statement of Accounts along with the Auditors Report relating to your Company's Overseas Subsidiaries for the financial year 2025-26 are not annexed. Shareholders who wish to have a copy of the full Report and Accounts of the aforesaid subsidiary companies will be provided the same, on receipt of a written request. These documents will also be available for inspection by any shareholder at the Registered Office of the Company and the concerned subsidiary companies during business hours on all working days till 21^st August, 2026. However, for the purpose of inspection, the documents shall also be available at the website of the Company at www.veedolindia.com under 'Financials of Subsidiary Companies'.

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

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

DISCLOSURE WITH RESPECT TO THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

As required under Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, your Company affirms that it has complied with all applicable provisions of the Maternity Benefit Act, 1961, during FY 2025-26 including the provision of paid maternity leave and other prescribed benefits to eligible women employees during the financial year. The Company remains committed to supporting the health, dignity and welfare of women in the workplace.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i. In the preparation of the annual accounts for the financial year ended 31^st March, 2026, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any;

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

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loan given, investment made and guarantee given alongwith the purpose for which the loan or guarantee is proposed to be utilized by the recipient is provided in the financial statements (Please refer Note 4, 5, 33 and 34 to the Standalone Financial Statements). No loan / advance is outstanding to any subsidiary, associate or any firm / company in which the Directors are interested other than as referred in the aforesaid Note read with Note 38 of the Standalone Financial Statements and Note 38 of the Consolidated Financial Statements specifying the name and amount thereof and pursuant to the proviso to Section 134(3) the same have not been repeated here for the sake of brevity. This may be regarded as a disclosure as required under Schedule V of the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION & PROTECTION FUND

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

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

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

Details of shareholders along with their folio number or DP ID. and Client ID., who have not claimed their dividends for the last seven consecutive years i.e. 2018-19 (2^nd Interim Dividend) to 2024-25 (inclusive of interim and final dividends)

and whose shares are therefore liable for transfer to the IEPF Demat Account, are displayed on the website of the Company at https://www.veedolindia.com/investor/shareholders-details-for-transfer-to-iepf. Actual transfers are effected after sending individual communication to the concerned shareholders and issuance of public notice. Members are requested to ensure that they claim the dividends and shares, before they are transferred to the said fund.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31^st March, 2026 and also for the interim dividends declared during 2025-26 on the Company's website (www.veedolindia.com) and also on the Ministry of Corporate Affairs' website.

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

SUSPENSE ESCROW DEMAT ACCOUNT

In accordance with SEBI Master Circular No.SEBI/HO/MIRSD/ POD-1/P/CIR/2024/37 dated 7^th May 2024, a separate Suspense Escrow Demat Account had been opened by the Company with a Depository Participant for crediting unclaimed shares in dematerialised form lying for more than 120 days from the date of issue of Letter of Confirmation(s) to the shareholders in lieu of physical share certificates to enable them to make a request to DP for dematerialising their shares.

CORPORATE WEBSITE

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

CHANGE IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year, there were no material changes and / or commitments affecting the financial position of the Company and no such changes and / or commitments have occurred between 1^st April, 2025 and the date of this report.

Particular regarding Board's decision on closure of operation of Veedol Deutschland GmbH and liquidation thereof with effect from 15^th January, 2026 has been detailed under the respective sections of this report relating to subsidiary companies and its operations.

REPORTABLE FRAUDS

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

DIRECTORS

On recommendation of the Nomination and Remuneration Committee (NRC) the Board vide its resolution dated 28^th May, 2025 appointed Shri Kishore M. Saletore (DIN: 01705850) and Dr. Nitin R. Gokarn (DIN: 07619691) as Additional Directors (Non-Executive and Independent) for a period of 5 years each with effect from 28^th May, 2025. Vide shareholders' resolution dated 25^th August, 2025, Shri Kishore M. Saletore and Dr. Nitin R. Gokarn were appointed as Non-Executive and Independent Directors of the Company with effect from 28^th May, 2025.

Shri Vijay Mittal (DIN: 09548096) resigned from the Board of Directors with effect from the close of business hours on 14^th July, 2025 and his resignation was duly noted by the Board of Directors vide its resolution dated 18^th July, 2025.

Vide its resolution dated 13^th August, 2025, the Board had appointed Shri Brajesh Kumar Srivastava (DIN: 09835338) as an Additional Director with immediate effect. Since the 102^nd Annual General Meeting of the Company was held on 25^th August, 2025, therefore Shri Srivastava was ceased to be an Additional Director on conclusion thereof. Shri Srivastava (DIN: 09835338) was again appointed as a director by the Board of Directors with effect from 26^th August, 2025. The shareholders' vide their resolution dated 27^th September, 2025 appointed Shri Brajesh Kumar Srivastava (DIN: 09835338) as a Non-Executive and Non-Independent Director of the Company with effect from 26^th August, 2025. Shri Brajesh Kumar Srivastava had resigned from the Board of Directors with effect from the close of business on 16^th January, 2026 and his resignation was duly noted by the Board of Directors at its 352^nd Board Meeting held on 2^nd February, 2026.

On recommendation of the Nomination and Remuneration Committee (NRC) the Board vide its resolution dated 2^nd February, 2026, appointed Shri Kulbhushan Malhotra (DIN: 11507259) as an Additional Director (Non-Executive and Non-Independent) with effect from 3^rd February, 2026. Vide shareholders' resolution dated 17^th March, 2026, Shri Kulbhushan Malhotra was appointed as Non-Executive and Non-Independent Director of the Company with effect from 3^rd February, 2026.

Shri Arijit Basu, Managing Director (07215894) resigned as Managing Director with effect from close of business hours on 31^st May, 2026. Pursuant to the recommendation of Nomination & Remuneration Committee, the Board vide their resolution dated 20^th May, 2026 subject to the approval of Shareholders in the ensuing Annual General Meeting, resolved to appoint Shri Rajendra Nath Ghosal (DIN:00308865), erstwhile Managing Director of the Company, as an Additional Director and Managing Director of the Company, and consequently as a Key Managerial Personnel under the Companies Act, 2013, for the period from 1^st June, 2026 to 31^st March, 2027 (both days inclusive).

In accordance with the provisions of Section 152(6)(c) of the Companies Act, 2013 and your Company's Articles of Association, Shri Ananta Mohan Singh, (DIN: 03594804) Director retires by rotation and being eligible offers himself for re-appointment.

Brief resume / details relating to Shri Ananta Mohan Singh, (DIN: 03594804) and Shri Rajendra Nath Ghosal (DIN: 00308865), Directors are furnished in the said notice. Pursuant to Regulation 36(3)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, it is disclosed that no Directors share any relationship inter-se.

DECLARATIONS BY THE INDEPENDENT DIRECTORS

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

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

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

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

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

In compliance with the Companies Act, 2013 and applicable regulations, the performance evaluation of the Board was carried out during the year under review. The Board Evaluation and Diversity Policy which had been framed by the Company for the purpose of establishing, inter alia, qualifications, positive attributes, independence of Directors and determination of criteria based on which such evaluation is required to be carried out includes matters stated in guidance notes issued by the Securities and Exchange Board of India (SEBI) vide its Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5^th January, 2017 thereby modifying the evaluation process.

A separate meeting of Independent Directors was held on 2^nd February, 2026, wherein the required evaluation was carried out in terms of the modified policy thereof. More details on the same are given in the Corporate Governance Report.

The performance evaluation of the Board was carried out considering its composition, competency, experience, mix of qualification of directors, regularity and frequency of its meetings, its functions based on inter alia role and responsibility, strategy, evaluation of risks and its independence of management, access to management, etc. The performance of the Board Committees was evaluated based on its respective mandate and composition, effectiveness, structure and meetings, independence from the Board and contribution to decisions of the Board. The performance of Chairman, Managing Director, Independent Directors and Non-Executive Directors were evaluated based on inter alia leadership and stewardship abilities, qualification and experience, knowledge and competency, attendance record, intensity of participation at board and committee meetings, quality of interventions and special contributions during the Board Meeting, identification, monitoring and mitigation of significant corporate risks, etc. The Independent Directors were additionally evaluated based on independence, ability of expressing independent views and judgment, etc. Additional criteria for evaluation of Chairman were based on effectiveness of leadership and ability to steer meetings, impartiality, commitment and ability to keep shareholders' interests in mind. Performance evaluation of the Board and its Committees were

Towards this during 2025-26, the Company has donated to various organizations the details of which are mentioned in Annexure-I to this Report.The CSR Committee has been constituted by the Board, which as on 31^st March, 2026 comprises of Shri Praveen P. Kadle, as Chairman, Shri Arijit Basu and Shri Subir Das. The Committee met four times during the year on 28^th May, 2025, 13^th August, 2025, 10^th November, 2025 and 2^nd February, 2026 to monitor CSR activities undertaken, review scope of CSR activities, approve CSR Report, etc. The Company has set up an auto-mechanic school at Kolkata.

In order to determine the degree of success and effectiveness of its CSR initiatives, the Company during the year 2025-26 has undertaken impact assessment of the CSR projects in terms of social, economic and environmental benefits that had accrued to the intended beneficiaries. The details in relation to CSR reporting as required under Rule 8 of the Companies (CSR Policy) Rules, 2014, as amended by the Companies (CSR Policy) Amendment Rules, 2021, is enclosed with this report as Annexure I.

A summary of the Report on Impact Assessment in relation to the CSR Projects for 2025-26 as undertaken by Karve Institute of Social Service also forms a part of this Annual Report. The full report on Impact Assessments of CSR Projects for 2025-26 is available at the official website of the Company at https://www. veedolindia.com/impact-assessment-report

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

VIGIL MECHANISM & WHISTLE BLOWER POLICY

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

To meet this objective, a Vigil Mechanism and Whistle Blower Policy has been laid down. More details about the policy are given in the Corporate Governance Report. The Audit Committee oversees the Whistle Blower complaints. The Vigil Mechanism and Whistle Blower Policy has been uploaded on the Company's website at the weblink https://www.veedolindia.com/sites/ default/files/assets/pdf/VIGIL-MECHANISM-POLICY-1 .pdf and https://www.veedolindia.com/sites/default/files/assets/pdf/ Whistle%20Blower%20Policy%2028.05.2026.pdf.

During the year 2025-26, there was one Whistle Blower Complaint which was disposed off.

RISK MANAGEMENT

The Company has identified various risks faced by it from different areas. As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended the Board has adopted a Risk Management Plan for the Company which includes inter alia identification of elements of risks which may threaten the existence of the Company and specifically covers cyber security.

Structures are present so that risks are inherently monitored and controlled. Additionally, the Company has adopted a Risk Management Policy covering inter alia procedures for implementation of effective risk management process, risk assessment, risk identification, categorization of risks faced by the Company into internal risks comprising of financial risk, operational risks, sectoral risks, sustainability risks, etc. and external risks, risk mitigation, Business Continuity Plan and others. The Risk Management Policy of the Company is available at the official website of the Company at the weblink https://www.veedolindia.com/sites/default/files/assets/pdf/ Risk-Policy-121121.pdf. Various aspects of the Policy are implemented through regular Risk Review Meetings, wherein the risks relating to major functional areas such as sales and marketing, manufacturing and operations, research and development, human resource, information technology, finance, compliance, etc. are deliberated and reviewed. Deep dive sessions and general reviews are undertaken at regular intervals. The Company has been certified under ISO 31000:2018 Standard with regard to its Enterprise Risk Management practices. Regular surveillance certifications are also undertaken.

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

EMPLOYEE BENEFIT SCHEME AND TRUST

Your Company believes that equity-based compensation schemes are an effective mechanism to reward and retain talent, align employee interests with long-term value creation and foster an ownership culture within the organization. Such schemes also support the Company's efforts to attract, motivate and retain employees possessing critical skills and leadership potential required for sustained business growth.

In line with this philosophy, the Company has in place the Veedol Corporation Limited Employee Stock Option Scheme ("Scheme"), which is administered through the Veedol Corporation Limited Employee Benefit Trust ("Trust"). The Scheme has been formulated in accordance with the applicable provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEBSE Regulations") and is intended to provide eligible employees an opportunity to participate in the long-term growth and success of the Company.

Pursuant to Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, the required details in respect of the Scheme for the financial year 2026-27 are stated below:

There was no material change in the Scheme during the financial year under review. The Scheme continues to be in compliance with the provisions of the SBEBSE Regulations. The disclosures required under Regulation 14 of the SBEBSE Regulations have been hosted on the Company's website and can be accessed at the prescribed web link.

The Trust, through which the Scheme is administered, continues to hold 4,29,140 (Four Lakh Twenty-Nine Thousand One Hundred Forty) fully paid-up equity shares of face value of H2/- each of the Company acquired from the secondary market. These shares are available for implementation and administration of the Scheme in accordance with applicable laws and regulations.

The certificate from the Secretarial Auditor of the Company, as required under Regulation 13 of the SBEBSE Regulations, confirming that the Scheme has been implemented in accordance with the applicable regulations and shareholders' approval, is enclosed as Annexure II.

FURTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013

i. Annual Return

The Annual Return(s) are available at the website of the Company at https://www.veedolindia.com/investor/ annual-returns.

ii. Number of Board Meetings

There were 5 (Five) meetings of the Board of Directors held during the year 2025-26 on 28^th May, 2025, 13^th August, 2025, 10^th November, 2025, 2^nd February, 2026 and 23^rd March, 2026. The details of attendance of the Directors in the said Board Meetings have been furnished in the Corporate Governance Report. Details of Committee Meetings held during 2025-26 and attendance thereof by each Director are also furnished in the said Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the circulars issued by the Ministry of Corporate Affairs and SEBI.

iii. Changes in Share Capital

There has been no change in the share capital of the Company during the year. Your Company has not issued any ordinary shares or shares with differential voting rights nor granted stock options nor sweat equity, during the year. Your Company has not resorted to any buyback of its ordinary shares during the year under review. As on 31^st March, 2026 none of the Directors of the Company hold any share or convertible instrument of the Company.

iv. Composition of Audit Committee

The Board has constituted the Audit Committee which, as on 31^st March 2026, comprises of Shri Kishore M. Saletore as the Chairman, Shri Subir Das and Dr. Nitin R. Gokarn. All recommendations of the Audit Committee have been accepted by the Board of Directors.

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

v. Related Party Transactions

During the year 2025-26, the Company has entered into transactions, cumulative value whereof amounts to H 278.47 crores for purchase of goods from with Standard Greases & Specialities Private Limited (SGSPL), Joint Promoter of the Company which exceeded the threshold limit stated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements Regulations, 2015, as amended and also the threshold limit stated under Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended. SGSPL is one of the largest grease producers in Asia and they process grease on behalf of the Company to meet the needs of Western Region and Northern Region as there are no grease plants thereat. Further the Company also procures lubricating oil and other chemicals from SGSPL. All these products are offered on competitive rates and the same is on Arms length price i.e. in ordinary course of business.

During the year 2025-26, the Company has also entered into transactions, cumulative value whereof amounts to H 365.74 crores with ENEOS VCL India Private Limited (formerly ENEOS Tide Water Lubricants India Private Limited), Associate Company which exceeded the threshold limit stated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and also the threshold limit stated under Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended. Pursuant to the Joint Venture Agreement, as executed between ENEOS VCL India Private Limited (formerly ENEOS Tide Water Lubricants India Private Limited) and the Company, Veedol Corporation Limited [formerly Tide Water Oil Company (India) Limited] pays franchise fees to ENEOS VCL India Private Limited, in connection with manufacturing and selling of 'ENEOS' range of products. This is on arms'

length basis and in ordinary course of business. The details in Form AOC-2 of material transaction(s) entered into by the Company with its related parties are enclosed as Annexure III. There were no other materially significant related party transactions with Promoters, Directors or the Management, their subsidiaries or relatives, etc. During the year that may have potential conflict with the interest of the Company at large. Other than as stated above there was no related party transaction during 202526, which was material in nature in terms of provisions of the Companies Act, 2013 and Rules made thereunder, requiring disclosure as prescribed under Section 188(2) of the Companies Act, 2013.

Details of all other related party transactions, including but not limited to with Andrew Yule & Company Limited, as entered into by the Company during 2025-26, are provided in the financial statements (Please refer to Note 38 of the Standalone Financial Statements and Note 38 of the Consolidated Financial Statements).

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

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

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

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

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

iii. Details of Directors or Key Managerial Personnel (KMP), who were appointed or had resigned during the year 2025-26:

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

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

Subsidiary Company: There has been no change in the subsidiaries during the year 2025-26. During the year under review, Veedol UK Limited has emerged as a material unlisted subsidiary. As stated hereinbefore, Veedol Ireland Limited has been incorporated as a wholly owned step-down subsidiary of Veedol UK Limited for the purpose of having a sole representative office to comply with the requirements of REACH Guidelines. Veedol Deutschland GmbH closure and the liquidation has now officially been entered in the German commercial register. The end of the liquidation process must also be recorded in the Commercial Register. Consequently, the company will be deleted from the register and will cease to exist.

a. Joint Venture Company (JVC): There has been no change in JVC during the year 2025-26.

b Associate Companies: There are no Associate Companies other than the JVC viz., ENEOS VCL India Private Limited (formerly ENEOS Tide Water Lubricants India Private Limited), in terms of the provisions of the Companies Act, 2013.

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

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

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

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

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

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

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

ix. M/s. DGM & Associates, Cost Accountants carried out the cost audit for the Company for the year under review. They have been re-appointed as cost auditors for the financial year ending 31^st March, 2026. A remuneration of H 2,50,000 (Rupees Two Lakhs and Fifty Thousand Only) plus applicable taxes and out of pocket expenses has been fixed for the Cost Auditors subject to the ratification of such fees by the members at the 102^nd AGM. Accordingly, the matter relating to ratification of remuneration payable to the Cost Auditors for the financial year 2025-26 was placed at the 102^nd AGM. The Company has maintained cost records as specified under sub-section (1) of Section 148 of the Companies Act, 2013 and the same shall be

with all applicable provisions of the said Act during the year under review.

During the financial year 2025-26, one complaint relating to sexual harassment was filed/reported under the provisions of the aforesaid Act. The complaint was duly investigated in accordance with the Company's Policy and the applicable legal provisions and was subsequently disposed off. There was no impact on the financial statements of the Company arising from the said matter.

AUDITOR AND AUDITOR'S REPORT

M/s. Price Waterhouse Chartered Accountants LLP (PW) was re-appointed as Auditors of the Company at the 99^th Annual General Meeting. Since eligible, members had sanctioned continuation of their appointment till the conclusion of the 104^th Annual General Meeting. In view of notification dated 7^th May, 2018 issued by the Ministry of Corporate Affairs read with the Companies (Audit and Auditors) Amendment Rules,

2018, ratification of such appointment has not been proposed. The Statutory Auditors have confirmed their eligibility and have submitted a certificate in writing that they are not disqualified to hold the office of the Statutory Auditor.

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

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

SECRETARIAL AUDIT AND COMPLIANCE REPORT

Pursuant to the amended provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and Section 204 of the Companies Act, 2013 ("the Act") read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Members of the Company at the 102^nd Annual General Meeting appointed Shri Manoj Prasad Shaw of M/s. Manoj Shaw & Co., Practicing Company Secretaries, holding a valid Peer Review Certificate, as the Secretarial Auditor of the Company for a term of five (5) consecutive financial years commencing from 1^st April, 2025.

The Secretarial Audit for the Financial Year 2025-26 was conducted in accordance with the aforesaid provisions. The Secretarial Audit Report for the Financial Year 2025-26, which forms part of this Report as Annexure V, does not contain any qualifications, reservations or adverse remarks.

Further, pursuant to the Securities and Exchange Board of India Circular No. CIR/CFD/CMD1/27/2019 dated 8^th February,

2019, Shri Manoj Prasad Shaw of M/s. Manoj Shaw & Co.,

Practicing Company Secretaries, has issued the Annual Secretarial Compliance Report for the Financial Year 2025-26 in respect of compliance with all applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the circulars and guidelines issued thereunder. The said Report has been duly submitted to the stock exchanges and is also available on the Company's website at the following weblink: https://www. veedolindia.com/investor/secreterial-compliance-report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

The Company as a part of its ESG initiative, has undertaken Reasonable Assurance of BRSR Core, being a sub-set of the BRSR consisting of a set of Key Performance Indicators (KPIs) / metrics under 9 ESG attributes as prescribed by the Securities and Exchange Board of India vide its Circular No. SEBI/HO/CFD/ CFD-SEC-2/P/CIR/2023/122 dated 12^th July, 2023. During the year 2025-26, such Reasonable Assurance has been undertaken through Tirkha Consultants & Advisors LLP. Tirkha Consultants & Advisors LLP has provided an Independent Assurance Statement in connection with BRSR of the Company for 2025-26, which forms a part of the Annual Report.

In addition to the above, during 2025-26, the Company has also undertaken a detailed study on Global Reporting Initiatives (GRI) in relation to the Company's ESG Initiatives. The study has been undertaken by SGS India Private Limited (SGS) and the summary of the Sustainability Report also forms a part of this Annual Report. The Sustainability Report for 2025-26 themed as 'Fast Forward to a Sustainable Tomorrow' is available at the official website of the Company at the weblink https://www. veedolindia.com/sustainability-report.

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

A. CONSERVATION OF ENERGY

1. Steps taken or impact on conservation of energy.

Energy conservation during the financial year has accrued as a result of the following steps taken at various locations of the Company.

SILVASSA

1. Energy had been generated and consumed from renewable source i.e. Solar Power Plant that had been installed and operations have resulted in saving of energy up to 39629 kWh during the year.

TURBHE

1. Installed 22 numbers of LED Bay lights of 100 wats in replacement with 150 watts old conventional lights (Halogen). Savings of 2970 kWh during the year.

2. Energy had been generated and consumed from renewable source i.e. Resulted in saving of energy upto 153477 kWh during the year.

ORAGADAM

1. Installed 2 (two) numbers of Variable Frequency Drives (VFDs) for optimizing motor speed and reducing power consumption which helped to save energy up to 5,169 kWh.

2. Energy had been generated and consumed from renewable source i.e. Solar Power Plant that had been installed and operations have resulted in saving of energy up to 4,19,403 kWh.

FARIDABAD

1. Installed one numbers of Variable Frequency Drives (VFDs) to optimizing motor speed and reducing power consumption which helped to save energy up to 5,400 kWh for 2025-26.

2. Energy had been generated and consumed from renewable source i.e. Solar Power Plant that had been installed (100 kWh) and operations have resulted in saving of energy up to 24327 kWh for 2025-26.

RAMKRISHNAPUR

Energy consumptions has increased 2.76% in FY 2025-26, due to modifications and site implementation work (involving Welding/cutting), Industrial exhaust fans installed for air ventilation of shop floor during summer.

Steps taken or impact on conservation of energy :-

1. We have installed energy meter to record section wise consumptions data to evaluate and take steps for energy conservation.

2. Steps taken by the Company for utilizing alternate sources of energy: Will proposed rooftop Solar panel for utilization of alternate energy source for FY 2027-28.

B. TECHNOLOGY ABSORPTION

1. Efforts made towards technology absorption:

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

2. Benefits derived:

The Company is able to produce quality products in view of the above. For further details, please refer to the Sustainability Report for 2025-26, as available at the official website of the Company at the weblink https://www.veedolindia.com/sustainability-report.

3. Information regarding imported technology:

Not applicable.

4. Expenditure incurred on Research and Development

C. FOREIGN EXCHAGE EARNINGS AND OUTGO

Foreign Exchange earnings during the year under review was H 91.69 crores (last year H 5.48 crores) while Foreign Exchange outgo was H 136.02 crores (last year H 118.58 crores).

ACKNOWLEDGEMENT

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

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