Vilas Transcore Ltd Directors Report

To the Members,

VILAS TRANSCORE LIMITED

Your Directors have pleasure in presenting the 18^th Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year ended 31^st March, 2024.

1. CORPORATE OVERVIEW AND GENERAL INFORMATION:

Vilas Transcore Limited" was founded in 2006 with a vision to make India one of the most powerful electrical equipment producing country in the globe by Empowering electrical industry by providing quality c.r.g.o products.

The Company has class workforce and strong team of experts who are dedicated & committed to their assignment. The Company believes in Quality production and values client satisfaction as one of the most important aspects in customer vendor long term relationships.

2. FINANCIAL RESULTS:

[Figures in Lakhs]

Particulars	2023-24	2022-23
Revenue from Operations	30974.06	28260.51
Other Incomes	420.71	217.63
Total Revenues	31394.77	28478.14
Total Expenses	28325.81	25756.68
Profit Before Exceptional and Extra ordinary items and tax	3068.97	2721.46
Less: Exceptional items	--	--
Profit Before Extra-ordinary items and tax	3068.97	2721.46
Less: Extra ordinary items	-	-
Less: Prior period tax adjustment	(6.20)	(4.87)
Profit Before Tax	3075.17	2726.33
Less: Current Tax	805	740
Less: Deferred Tax	(37.33)	(34.79)
Profit for the Year After Tax	2307.50	2021.11

3. TRANSFER TO RESERVES:

The Company has transferred 807.5 lakhs to reserves and surplus during the year under review. No amount is proposed to be transferred to general reserves for the financial year 2024.

4. DIVIDEND:

With a view to conserve funds of your Company for future requirements, your Directors do not recommend any dividend for the year under review.

5. OPERATIONAL HIGHLIGHTS AND PROSPECTS/STATEMENT OF AFFAIRS:

The Company earned operational income of 30,974.06 lakhs compared to 28,260.51 lakhs for the previous year.

The other income is 420.71 lakhs compared to 217.63 lakhs in the previous year.

The total revenue for the year is 31,394.77 lakhs against 28478.14 lakhs in the previous year. Profit after tax is 2307.50 lakhs as compared to previous year figure of 2021.11 lakhs.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

During the year under review, no amount was required to be transferred to Investor Education and Protection Fund (IEPF) in terms of Section 125 of the Companies Act, 2013, as the Company has not declared any dividend in the past.

7. DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATES COMPANIES AND THEIR PERFORMANCE AND FINANCIAL POSITION:

The Company does not have any holding/subsidiary/ Joint Venture or Associate Company during the year under review.

8. CHANGES IN SHARE CAPITAL:

During the year under review, the Company has increased its Authorized capital from 3,00,00,000/- to 25,00,00,000/-, divided into 2,50,00,000 Equity Shares of 10 each, vide resolution passed in an extra-ordinary general meeting held on 31^st July, 2023. The Company has also increased its paid-up capital from 3,00,00,000/- to 18,00,00,000/- divided into 1,80,00,000 Equity share of 10/- each by way of allotting 1,50,00,000 fully paid-up Bonus Shares in the Ratio of 5 Bonus Shares of 10 each for each Equity Share of 10 on 7^th September, 2023 by Capitalization of Free Reserves being Surplus in Statement of Profit and Loss.

The Company has not issued Sweat Equity Shares, Employee Stock Option Plan or buy-back of securities during the year under review.

9. PARTICULARS OF LOANS, GUARNATEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year under review, there were no loans, Guarantees, or investments made under the provisions of

Section 186 of the Companies act, 2013.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

Initial Public Offer

With the objectives to meet funding for strategic investment, capital expenditure towards construction of factory building, installation of additional plant and machinery and general corporate purposes, the Company issued and made allotment of 64,80,000 equity shares of 10 each at premium of 137/- per share through Initial Public Offering (IPO) process, aggregating to total issue size of 95.26 cr. The IPO bidding started on 27^th May, 2024 and ended on 29^th May, 2024. The allotment of your Companys IPO was finalized on 30^th May, 2024. The Company had its successful listing on the SME platform of the National Stock Exchange of India Limited (NSE) with effect from 3^rd June, 2024.

The Companys listing at NSE marks a significant achievement and demonstrates its commitment to Governance, Shareholders Value creation and Transparency. The ISIN of Equity Shares of the Company is INE0AZY01017.

CIN Change

Since the Companys shares are listed at NSE, the Corporate

Identification Number (CIN) has been changed from

"U31102GJ2006PLC049469" to "L31102GJ2006PLC049469" and Status has been changed from "Unlisted" to "Listed" at the portal of Ministry of Corporate Affairs (MCA).

11. CHANGE IN NATURE OF BUSINESS:

During the year under review, there is no change in the nature of business activities of the Company.

12. INDEPENDENT DIRECTOR:

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and 16(b) of the Listing Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the rules made thereunder and Listing Regulations.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate

Affairs ("IICA"). Further, as per the declarations received, all the Independent Directors of Company have either passed or were exempted to clear online proficiency test as per the first proviso to Rule 6(4) of the MCA Notification dated 22^nd October, 2019 and 18^th December, 2020.

13. AUDITORS:

Statutory Auditors

M/s Naresh &Co, Chartered Accountants, (Firm Registration

No. 106928W), holds office as Statutory Auditors of your Company until the conclusion of the Annual General Meeting to be held in the year 2024. It is proposed to make appointment of M/s Talati & Talati LLP, Chartered

Accountants, Vadodara (Firm Registration No. 110758W/

W100377) as statutory auditors in place of retiring auditors at the ensuing Annual General Meeting for a tenure of 5 years.

The Company has received written consent from M/s Talati

& Talati LLP, Chartered Accountants along with a certificate that their appointment if made, shall be in accordance with the prescribed conditions and the said auditors satisfy the criteria provided under Section 141 of the Companies Act, 2013.

Opinion:

No qualification, reservation or adverse remark or disclaimer has been made by the auditors in their Auditors Report for the year 2023-2024.

Secretarial Auditors

Under the provisions of Section 204 of the Companies Act,

2013, the Company has made appointment of Kashyap

Shah & Co., Company Secretaries as Secretarial Auditors and to conduct Secretarial Audit Report for FY 2023-24. The Secretarial Audit Report is annexed as Annexure-I. The observations of the report are self explanatory. The Management was of the view that the compliance mentioned therein were no required. However, the same is being verified and shall be complied where required.

Cost Auditors and Maintenance of Cost Record

The provision related to Compliance and maintenance of Cost record as specified by the Central Government under sub-section (1) of Section 148 of the Companies act, 2013 are applicable to the Company. M/s. S S Puranik & Associates, Cost Accountants, Vadodara, were appointed to conduct Audit of Cost Accountants for the

F.Y. 2023-24. There are no qualification or observation or adverse remarks given by the Auditors in their Report.

Internal Auditors

The Company has in place an adequate internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organizations risk management, internal control and governance processes.

The framework is commensurate with the nature of the business, size, scale and complexity of its operations with a risk based internal audit approach.

The Company appointed M/S. B.K.H & ASSCOIATES LLP,

Chartered Accountants, Vadodara (FRN: W100790) as the Internal Auditorsmade towards technology absorption: for conducting Internal audit of systems and processes, providing of observations, impact and recommendation to strengthen the internal control framework and advise on internal control process gaps of the Company. The Internal Auditors report to the Audit Committee on half yearly basis.

14. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant regulators/courts that would impact the going concern status of the Company and its future operations.

15.CONSERVATIONOFENERGY,TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/OUTGO:

Conservation of energy i) The steps taken or impact on conservation of energy: During the Financial year the Company installed electrical appliances with Five Star rating.

The management is very much cautious for minimizing/ eliminating any losses in energy consumption. With such watch the consumption of electricity and its cost is absolutely under control.

ii) The steps taken by the Company for utilizing alternate sources of energy: The Company is in process of exploring alternate sources of energy like solar power. iii) The capital investment on energy conservation equipment: No capital investments made by the Company on energy conservation equipment during the year.

Technology absorption i) the efforts

Your Company has continued its efforts to upgrade its manufacturing facilities.

ii) the benefits derived like product improvement, cost reduction, product development or import substitution:

The efforts towards upgradation of manufacturing andmaterialorderspassedbythe facilities have resulted into improvement in quality of the products, increased efficiency of the machineries, keep costs of production under control and reduced wastages.

iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

(a) the details of technology imported: N.A

(b) the year of import: N.A

(c) whether the technology been fully absorbed: N.A

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A

(e) the expenditure incurred on Research and development: N.A

Foreign Exchange Earnings and Outgo

[Figures in Lakhs]

Particulars	2023-24	2022-23
Foreign Exchange Earnings	290.87	40.15
Foreign Exchange Outgo	10,076.71	8,294.82
a) CIF value of Imports	10,068.73	8,287.5
b) Expenditure in foreign currency
• Travelling	7.98	7.07

16. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review. No Unsecured loan was availed from Directors during the year.

17. PARTICULARS OF CONTRACTS OR ARRANGENENTS MADE WITH RELATED PARTIES:

All transactions with the related party are done at arms length price and in ordinary course of business. There were no materially significant related party transactions with the

Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee as per the omnibus approval of Audit Committee.Details of contract or arrangement made with related party referred to in Section 188(1) of the Companies Act, 2013, forming part of this report is attached herewith in Form AOC-2 as

Annexure-II.

18. FORMAL ANNUAL EVALUATION:

Pursuant to Section 134(3)(p) of the Companies Act, 2013, this clause is not applicable to the Company during the year under review.

19. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES THEREOF:

During the year under review, there were changes in the composition of the board of directors and KMP of the Company.

At the end of the year following are the directors of the Company:

Name of Directors	Designation	Date of Appointment
1 Nilesh Jitubhai Patel	Managing Director	28/11/2006
2 Vipulkumar Patel	Whole-Time Director & CFO	01/03/2023
3 Natasha Nilesh Patel	Non-Executive Director	09/06/2020
4 Hemang Harshadbhai Shah	Independent Director	09/06/2020
5 Sandeep Ambalal Patel	Independent Director	07/09/2023

Pursuant to the provisions of Sections 2(51) and 203 of the Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following persons are acting as Key Managerial Personnel of the

Company as on the date of this Report:

i Mr. Nilesh Jitubhai Patel	Managing Director
ii Mr. Vipulkumar Patel	Whole-Time Director & CFO
iii Ms. Gandhali Paluskar	Company Secretary cum Compliance Officer

During the year under review, Mr. Anirudh Bharara resigned as a Director w.e.f 07/09/2023. Mr. Sandeep Ambalal Patel was appointed as an Additional Director designated as Independent Director w.e.f. 07/09/2023 and Ms. Gandhali Paluskar was appointed as Company Secretary cum compliance officer (w.e.f 07/09/2023). At the Annual General Meeting held on

30/09/2023, the appointment of Mr. Sandeep Ambalal Patel was regularized as an Independent Director.

Based on the confirmation received from the Directors, neither of these Directors are disqualified under Section 164(2) of the Act.

20. BOARD MEETINGS:

During the year under review, the Board met 18 times.

Date of meetings	Total Number of directors associated as on the date of meeting	Attendance
		Number of directors attended	% of attendance
1. 06.04.2023	5	5	100%
2. 07.06.2023	5	5	100%
3. 03.07.2023	5	5	100%
4. 18.08.2023	5	5	100%
5. 04.09.2023	5	5	100%
6. 07.09.2023	5	5	100%
7. 14.09.2023	5	5	100%
8. 15.09.2023	5	5	100%
9. 27.09.2023	5	5	100%
10. 29.09.2023	5	5	100%
11. 30.09.2023	5	5	100%
12. 03.11.2023	5	5	100%
13. 16.12.2023	5	5	100%
14. 30.12.2023	5	5	100%
15. 02.01.2024	5	5	100%
16. 16.01.2024	5	5	100%
17. 19.01.2024	5	5	100%
18. 13.03.2024	5	5	100%

The interval between two meetings was well within the maximum period mentioned in Section 173 of the Companies Act, 2013.

21. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND NOMINATION AND REMUNERATION COMMITTEE:

During the year under review, the Board has constituted Nomination and Remuneration Committee. In terms of

Section 178(1) and Rule 6 of the Companies (Meetings of the Board and its Power) Rules, 2014, the Composition of

Nomination and Remuneration Committee is as follows:

Member Name	Membership	Category
Mr. Sandeep Patel (from 30.09.2023)	Chairman	Independent Director
Mr. Hemang Shah	Member	Independent Director
Mr. Anirudh Bharara (till 07.09.2023)	Member	Independent Director
Ms. Natasha Patel (from 30.09.2023)	Member	Non-Executive Director
Mr Vipulkumar Patel (till 07.09.2023 )	Member	CFO & Whole-Time Director

During the year under review, the committee met once on 07/09/2023.

The brief terms of reference of the Committee contains:

Formulation of the criteria for determining qualifications, positive attributes recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.

• Formulation of criteria for evaluation of performance of Independent Directors and the Board.

• Devising a policy on Board diversity.

Identifying persons who are qualified to become directors of the Company and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

• Recommending the remuneration, in whatever form, payable to the senior management personnel.

• Determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of Independent Directors.

• Perform such functions as are required to be performed by the NRC committee under the Securities and Exchange

Board of India (Share Based Employee Benefits) Regulations, 2014.

• Performing such other activities as may be delegated by the Board and/or are statutorily prescribed under any law to be attended to by the Nomination and Remuneration Committee.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, provisions of Corporate Social Responsibility (CSR) are applicable during the year under review. Relevant necessary details are provided in Annexure-III to this Report. The Company has CSR Committee consisting of:

Member Name	Membership	Category
Mr. Nilesh Patel (from 30.09.2023)	Chairman	Managing Director
Mr. Anirudha Bharara (till 07.09.2023)	Member	Independent Director
Mr. Sandeep Patel (from 30.09.2023 )	Member	Independent Director
Mr. Hemang Harshadbhai Shah (From 30.09.2023)	Member	Independent Director
Mr Vipulkumar Patel (till 07.09.2023)	Member	CFO & Whole-Time Director

The Committee met 2 times during the FY 2023-24 i.e. on 06/04/2023 and 07/09/2023.

23. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to Section 178(5) and other applicable provisions of Companies Act, 2013 and pursuant to Regulation 20 of

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Board of Directors has constituted

Stakeholders Relationship Committee of the Company which comprises of the following directors as its members:

Member Name	Membership	Category
Mr. Sandeep Ambalal Patel	Chairman	Independent Director
Mr. Hemang Harshadbhai Shah	Member	Independent Director
Mr. Nilesh Patel	Member	Managing Director

The Committee met 1 time during the FY.2023-24 i.e. 30/09/2023.

24. DETAILS OF AUDIT COMMITTEE AND ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

In terms of Section 177(1) and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, the Board has constituted Audit Committee and the Composition of Audit Committee and attendance of meetings is as follows:

Member Name	Membership	Category
Mr. Hemang Shah	Chairman	Independent Director
Mr. Sandeep Patel (from 30.09.2023)	Member	Independent Director
Mr. Nilesh Patel (from 30.09.2023)	Member	Managing Director
Mr Anirudh Bharara (till 07.09.2023)	Member	Independent Director
Mr.Vipulkumar Patel (till 07.09.2023)	Member	CFO & Whole-time Director

The Committee met once during the FY.2023-24 on 07/09/2023.

In terms of Section 177 (9) and Rule 7 of the Companies (Meetings of the Board and its Power) Rules, 2014 the provisions of establishment of Vigil Mechanism for Directors and Employees were not applicable.

25. DISCLOSURE OF PARTICULARS OF EMPLOYEES UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013:

Disclosure under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time are as follows:

NAME	Mr. Nilesh Patel (DIN: 00447907) Aged: 51years
Designation	Managing Director
Date of Appointment	28/11/2006
Experience	27 years
Nature of Employment, whether contractual/ otherwise	Managing Director for 3 years as per appointment board resolution dated 1st February, 2023
Qualifications	Diploma in Electrical Engineering
No. & % of Equity Shares held in the Company (as on 31/03/2024)	1,79,93,700
The last employment held by such employee before joining the Company	Self-Employed
Details of remuneration last drawn (FY 2023-24)	4,20,00,000/- p.a.
Whether any such employee is a relative of any director or manager of the Company and if so, name of such director or manager	Ms. Natasha Patel - Director

The information required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as below:

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2023-2024, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-2024 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Name of Director/Key Managerial Personnel	Designation	% Increase in Remuneration in the year 2023- 24	Ratio of Remuneration of each Director to Median remuneration of employee
Nilesh Patel	Managing Director	0%	138.89:1
VipulKumar Patel	Chief Financial Officer and Whole-Time Director	23.07%	3.17:1
Gandhali Paluskar	Company Secretary	0%	0.71 :1

i. Increase or decrease in their remuneration is due to increase or decrease in the meetings held/attended during the year.

ii. The median remuneration of employees of the Company during the financial year was 25,200/- p.m. iii. In the financial year, there was increase of 8.72% p.a in the median remuneration of employees; iv. There were 71 permanent employees on the rolls of Company as on 31^st March, 2024.

v. Average percentage increase/decrease made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2023-2024 was 14.06% whereas the increase in the managerial remuneration for the same financial year was 0.93%.

vi. Remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

None of the Directors of the Company are in receipt of any commission from the Company. Independent Directors are paid sitting fees.

The statement containing names of top Ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014:

Name of Employee	Designation	Salary (per month) (in )	Qualification	Experience (in years)	Date of joining	Last Employment
1 Kalpesh Shah	Vice President	1,12,000	MBA	20	01/12/2006	Gilbert & Maxwell
2 Sandeep Biyani	Plant Head	1,00,000	B.Tech	15	03/07/2020	Mangal Electricals
3 Parth Parmar	Marketing Head	99,000	MBA	9	01/07/2022	ATS
4 Pinky Shah	Marketing Head	92,000	MCA & MBA	20	01/04/2007	Gilbert & Maxwell
5 Ajay Patel	Planning Department Head	87,000	Diploma in Electrical	30	01/08/1995	V H engineering
6 Vinay Kumar Kushwaha	Deputy Manager – Marketing	82,000	BE	10	02/02/2023	Kirti Stampings
7 Vipulkumar Patel	CFO & Whole-time Director	80,000	M. Com	18	04/01/2008	Pooja Services
8 Manish Patel	Production Manager	80,000	B.com	23	2001	-
9 Vishal Ramesh Kedare	Marketing Manager	61,150	B.com	20	06/02/2014	Neel Controls
10 Rakesh Chandrakant Singh	Maintenance Department Head	60,000	B. Tech	14	08/09/2021	Machino Polymers

26. CREDIT RATINGS:

We wish to inform you that ICRA Limited, a Credit Rating Agency has, assigned its ratings on 20^th June, 2024 on the operational and financial bank facilities of the Company long-term Rating to [ICRA]A- (pronounced ICRA A minus) from [ICRA]BBB+ (pronounced ICRA triple B plus) and the short-term Rating to [ICRA]A2+ (pronounced ICRA A two plus) from [ICRA]A2 (pronounced ICRA A two) ("Rating"). Outlook on the long-term Rating revised to Stable from Positive.

27. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is presented in a separate Section forming part of this Annual Report at Annexure-IV.

28. CORPORATE GOVERNANCE REPORT:

The Company being unlisted public Company as on 31.03.2024, corporate governance report is not applicable.

29. FRAUDS REPORTED BY AUDITORS:

The Auditors have not reported any instances of frauds committed in your Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

30. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION OF, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an anti-sexual policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention of, Prohibition and Redressal) Act, 2013. All Employees (permanent, contractual, temporary, trainees etc.) are covered under this policy.

There exist at the group level an Internal Complaint

Committee (‘ICC) constituted under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC. During the year under review, no complaints were filed with the Committee under the provisions of the said

Act in relation to the workplace/s of the Company.

31. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors State that: a) in the preparation of the annual accounts for the year ended 31^st March, 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; b) 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 performance of Company for the profit/ Company as at 31^st March,2024and the (Loss) of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a going concern basis.

e) 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

f) 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.

32. SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

33. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks in achieving key objectives of the Company. The Company has developed and implemented Risk Management Policy of the Company to identify and evaluate business risks and opportunities.

The key risks identifiedby the Company which may threaten its existence are Industry Risks, Legal & Regulatory Policy Risks, Forex Fluctuation Risk, Operational and Financial Risks. The Company constantly endeavors to minimize this risk through its Risk Management Policy and also has in place adequate mitigation plans for the aforesaid risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage to ensure sustainable business growth with stability.

34. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources are acquired economically, used efficiently and adequately protected.

35. DETAILS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 AND OTHER DISCLOSURES:

The Company has not made any application and no proceedings are pending under the Insolvency and Bankruptcy Code,

2016 during the year under review. Moreover, there is no instance of one-time settlement with banks of financial institutions and hence the Details of DifferenceBetween 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 is not applicable to the Company.

36. ANNUAL RETURN:

The Annual Return of Company for the FY 2023-24 will be available on the Companys website at www.vilastranscore.com

37. ACKNOWLEDGMENT:

Your Directors would like to place on record their appreciation & take this opportunity to thank the all those associated with the Company during the year including the Customers, Suppliers, Bankers, Business Associates and all employees of the Company for their faith and support. We look forward to their continued support in the coming years.

		On behalf of the Board
		For Vilas Transcore Limited
	Nilesh Patel	Vipulkumar Patel
Date: 22.08.2024	Managing Director	Whole-Time Director & CFO
Place: Vadodara	DIN: 00447907	DIN: 09732297