Vilas Transcore Ltd Directors Report

To the Members,

VILAS TRANSCORE LIMITED

On behalf of the Board of Directors, it is our privilege to present the 20th Annual Report on the business, strategy, and operations of your Company, together with the Audited Financial Statements for the financial year ended March 31, 2026.

1. COMPANY OVERVIEW AND VISION:

Founded in 2006, Vilas Transcore Limited was established with a singular mandate: to elevate Indias position as a global powerhouse in electrical equipment manufacturing through world-class CRGO products. Our trajectory of growth is anchored by a formidable team of industry experts and a highly skilled workforce. At our core, we are driven by an uncompromising commitment to manufacturing excellence and the belief that sustained client satisfaction is the bedrock of enduring strategic partnerships.

2. FINANCIAL RESULTS:

[Figures in Lakhs]

PARTICULARS	2025-26	2024-2025
Revenue from Operations	46067.04	35305.12
Other Incomes	659.60	894.65
Total Revenues	46726.64	36199.76
Total Expenses	41561.12	31249.33
Profit Before Exceptional and Extra ordinary items and tax	5165.52	4951.44
Less: Exceptional items	-	--
Profit Before Extra-ordinary items and tax	5165.52	4951.44
Less: Prior period tax adjustment	-	-
Profit Before Tax	5165.52	4951.44
Less: Current Tax	1220	1544.00
Less: Deferred Tax	10.92	(41.87)
Profit for the Year After Tax	3956.44	3449.27

3. TRANSFER TO RESERVES:

No amount is proposed to be transferred to specific reserves for the financial year 2025-26.

4. DIVIDEND:

To conserve resources for ongoing business operations and support the Companys future growth plans, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2026.

5. STATE OF COMPANYS AFFAIRS AND FINANCIAL PERFORMANCE:

During the financial year ended March 31, 2026, your Company demonstrated robust financial and operational performance, reflecting the successful execution of our strategic priorities.

Financial Highlights for FY 2025-26:

• Total Revenue: Scaled to 46726.64 lakhs, as against 36248.85 lakhs in the preceding financial year.

• Revenue from Operations: Registered healthy growth, reaching 46067.04 lakhs compared to

35305.12 lakhs in the previous year.

• Other Income: Augmented to 659.60 lakhs, as against 943.73 lakhs in FY 2025-26.

• Profitability (PAT): The Company delivered a strong bottom-line performance, with Profit After Tax surging to 3956.44 lakhs, a significant expansion from the 3449.27 lakhs reported in the previous year.

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

During the year under review, there were no amounts required to be transferred to the Investor Education and Protection Fund (IEPF) under the provisions of Section 125 of the Companies Act, 2013, and the rules framed thereunder.

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 financial year under review, there has been no change in the Companys Authorized Share Capital.

The Authorized Share Capital of the Company as of March 31, 2026, stood at 25,00,00,000 divided into 2,50,00,000 Equity Shares of 10 each. The Issued, Subscribed, and Paid-up Equity Share Capital of the Company as of March 31, 2026, remained unchanged at 24,48,00,000 divided into 2,44,80,000 Equity Shares of 10 each.

During the year under review, the Company did not issue any equity shares with differential voting rights, sweat equity shares, or employee stock options, nor did it undertake any buyback of shares.

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:

KEY BUSINESS DEVELOPMENTS/EXPANSION OF OPERATIONS

FY 2025-26 marked a pivotal year in the Companys growth trajectory with the successful commissioning of our new manufacturing unit III at New Block/Survey No. 419 & 420, Ganpatpura, Karjan, Vadodara, Gujarat, began operations on July 25, 2025. Equipped with advanced technology and automated processes, this facility significantly enhances our aggregate production capacity. The operationalization of this unit not only de-risks our reliance on existing facilities but also enables us to service our growing client base with improved turnaround times and sustained quality excellence.

The Company acquired land at Moje Gandhara, Ta-Karjan, Dist. Vadodara viz. Account no.174, block/survey no.11 on 29.06.2026. The total cost of acquisition was 5.56 crores and the said acquisition will enable the Company to augment its manufacturing capacity, facilitate future expansion and support to long term growth strategy.

Moreover the Company acquired land and building costing 3.50 crores at Block No. 420, Moje Ganpatpura, Taluka Karjan, District Vadodara on 29.06.2026, in order to augment its manufacturing capacity, facilitate future expansion and support to long term growth strategy.

STATEMENT OF FUND UTILIZATION OF IPO PROCEEDS as of 31.03.2026

[Figures in Lakhs]

Sr. 6o.	Obect disclosed in offer document	Amount disclosed in offer document	Actual utilization amount	Unutilised amount	Remarks
1	Funding for strategic investment and acquisition	500.00	NIL	500.00	-
2	Funding capital expenditure towards construction of building	2009.87	2009.87	NIL	Used for construction of building and shed
3	Funding capital expenditure towards acquisition and installation 0f additional plant and machinery	4520.71	4520.71	NIL	Advance given for machinery
4	General corporate purposes	2495.02	2495.02	NIL	IPO expenses
	TOTAL	9525.60	9025.60	500.00

The unutilised amounts are parked in separate Bank account or are temporarily invested in Fixed Deposits.

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 October 22, 2019 and December 18, 2020.

13. AUDITORS

• STATUTORY AUDITORS

M/s Talati&Talati LLP, Chartered Accountants (Firm Registration No. 110758W/W100377), will continue to serve as the Statutory Auditors of the Company for a five-year term. Their appointment, which commenced from the financial year 2025-26, will conclude at the end of the Annual General Meeting for the financial year 2028-29.

We have received a written confirmation from M/s Talati&Talati LLP that their appointment is in conformity with the requirements of Sections 139 and 141 of the Companies Act, 2013, as amended.

OPINION:

No qualification, reservation or adverse remark or disclaimer has been made by the auditors in their Auditors Report for the year 2025-2026.

• 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 2026-27. The Secretarial Audit Report is annexed as Annexure-I.The observations of the report are self-explanatory.

• 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. 2025-26. There are no qualification or observation or adverse remarks given by the Auditors in their Report.

• INTERNAL AUDITORS

The company maintains a robust internal audit framework to monitor the effectiveness of its internal controls and risk management processes. This framework is tailored to the size and complexity of our operations, utilizing a risk-based approach to ensure the adequacy and effectiveness of our governance processes.

M/S. K R & Associates, Chartered Accountants (FRN: W100790) from Vadodara, have been appointed as the Internal Auditors. Their role is to conduct half-yearly internal audits of our systems and processes. They provide observations, assess the impact of their findings, and recommend ways to strengthen our internal control framework to the Audit Committee.

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

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

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

Particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are as follows:

A. Conservation of Energy: Energy conservation remains a continuous process. Your Company ensures strict adherence to power optimization protocols, including minimizing idle run-times of heavy equipment and maximizing natural lighting. No significant capital investment in specific energy conservation equipment was required during the year.

B. Technology Absorption: The Company leverages indigenous technology and established manufacturing processes. Continuous internal process improvements were undertaken to maintain product quality and operational efficiency. The Company has neither imported any foreign technology nor incurred any standalone capital expenditure on pure Research & Development during the year under review.

C. Foreign Exchange Earnings and Outgo: During the financial year, the foreign exchange earned stood at _ 171.96 lakhs (PY: _ 604.65 lakhs), and the foreign exchange outgo was _ 17640.74 lakhs (PY: _ 15703.33 lakhs).

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:

The Board of Directors is optimally constituted with a blend of executive and independent oversight. During the year under review, and up to the date of this report, the following changes took place in the Board and Key Managerial Personnel (KMP) of the Company:

A. Changes in the Board of Directors:

• Independent Director: Based on the recommendation of the Nomination and Remuneration Committee (NRC) and the Board, Mr. Hemang Harshadbhai Shah was re-appointed as an Independent Director for a second consecutive term of 5 (five) years, effective from June 9, 2025. This re-appointment was duly approved by the shareholders via a Special Resolution at the previous Annual General Meeting.

• Executive Directors: To ensure continuity in leadership and strategic direction, the Board, upon the recommendation of the NRC, has approved the reappointment of Mr. NileshJitubhai Patel as Managing Director and Mr. Vipulkumar Patel as Whole-time Director, for a further term of 5 (five) years each with effect from 01.03.2026. Both re-appointments are subject to the approval of the shareholders at the ensuing Annual General Meeting.

B. Changes in Key Managerial Personnel (KMP):

• Chief Financial Officer (CFO): Mr. Jagat Mazmudar was appointed as Chief Finance Officer with effect from 22-05-2025 due to resignation of Mr. Vipulkumar Patel as Chief Finance Officer on 21-05-2025.

Further, Mr. Jagat Mazmudar resigned from the position of Chief Financial Officer and KMP of the Company, effective from the close of business hours on 13-11-2025. Based on the recommendations of the Audit Committee and the NRC, the Board appointed Mr. Vipulkumar Patel as the CFO and KMP, with effect from 13-11-2025.

• Company Secretary: After closure of the Financial Year and upto the date of this Report, Ms. Gandhali Paluskar tendered her resignation from the post of Company Secretary and Compliance Officer (KMP) of the Company, effective from the close of business hours on 10-07-2026. The Company is currently in the process of identifying a suitable candidate to fill the resultant vacancy in compliance with Section 203 of the Companies Act, 2013.

At the end of the year following are the Directors of the company

Sr. No.	Name of Directors	Designation	Date of Appointment
1	NileshJitubhai Patel	Managing Director	28/11/2006
2	Vipulkumar Patel	Whole time Director	01/03/2023
3	Natasha Nilesh Patel	Non-Executive Director	09/06/2020
4	HemangHarshadbhai 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:

1) Mr. Nilesh Jitubhai Patel: Managing Director

2) Mr. Vipulkumar Patel: Whole-time Director & CFO

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 4 times.

Sr. 6o.	Date of meetings	Total Number of directors associated as on the date of meeting	Attendance Number of directors Attended	% of attendance
1	21-05-2025	5	5	100%
2	28-08-2025	5	5	100%
3	13-11-2025	5	5	100%
4	27-02-2026	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 ANDREMUNERATION 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	Chairman	Independent Director
Mr. Hemang Shah	Member	Independent Director
Ms. Natasha Patel	Member	Non-Executive Director

During the year under review, the committee met 4 times on 21-05-2025, 28-08-2025, 13-11-2025 and 27-02-2026.

The brief terms of reference of the Committee contains:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and 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	Chairman	Managing Director
Mr. Sandeep Patel	Member	Independent Director
Mr. Hemang Shah	Member	Independent Director

The Committee met 2 times during the FY 2025 – 26 on 21-05-2025 and on 27-02-2026.

23. STAKEHOLDERS RELATIONSHIP COMMITTEE:

PursuanttoSection178(5)andotherapplicableprovisions 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 Patel	Chairman	Independent Director
Mr. Nilesh Patel	Member	Independent Director
Mr. Vipulkumar Patel	Member	Whole-time Director

The Committee met 1 time during the FY.2025-26 i.e. 13-11-2025.

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	Member	Independent Director
Mr. Nilesh Patel	Member	Managing Director

The Committee met 4 times during the FY.2025-26on 21-05-2025, 28-08-2025, 13-11-2025 an 27-02-2026.

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 THECOMPANIES 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: 52years
Designation	Managing Director
Date of Appointment	28/11/2006
Experience	30 Years
Nature of Employment, whether contractual/otherwise	Managing Director for 5 years tenure
Qualifications	Diploma in Electrical Engineering
No. & % of Equity Shares held in the company	17882700
The last employment held by such employee before joining the Company (as on 31-03-2026)	Self – Employed
Details of remuneration last drawn (FY 2025-26)	4,20,00,000/- pa.
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 2025-2026, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2025-2026 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 2025-26	Ratio of Remuneration of each Director to Median remuneration of employee
Nilesh Patel	Managing Director	0%	129:1
VipulKumar Patel	Chief Financial Officer and Whole-time Director	128.77%	4:1
Gandhali Paluskar	Company Secretary	143.23%	1.25:1

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 27000/- p.m. iii. In the financial year, there was increase of 108% p.a in the median remuneration of employees; iv. There were 132 permanent employees on the rolls of Company as on 31st March, 2026.

v. Average percentage increase/decreasemade in the salaries of employees other than the managerial personnel in the last financial year i.e. 2025-2026 was 43.89% whereas average increase in the managerial remuneration for the same financial year was 0.57%.

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 only.

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 withRule 5(1) of the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014

Sr. No.	Name of Employee	Designation	Salary (per month) (in )	Qualification	Experience (in years)	Date of joining	Last Employ- ment
1	Ramchandran	Project Head	300000	BE Mechanical	30	5/2/2026	-
2.	Kalpesh Shah	Vice President	199176	MBA	20	01/12/2006	Gilbert & Maxwell
3	Manish Patel	Production Manager	125000	B.com	23	2001	-
4	Ajay Patel	Planning Department Head	124476	Diploma in Electrical	30	01/08/1995	V H engineering
5	Mahesh Shinde	Plant Head	116667	BSC	33	5/2/2025	Vidhya wire pvt ltd
6	Vipulkumar Patel	CFO & Whole-time Director	110000	M. Com	18	04/01/2008	Pooja Services
7	Pinky Shah	Marketing Head	104216	MCA & MBA	20	01/04/2007	Gilbert & Maxwell
8	Rajiv Jaiswal	Production Manager	100000	BE Mechanical	15
9	Dhruv Chouhan	Production Manager	98000	BE Electrical	13	16/3/2026	Vidhya wire pvt ltd
10	Rajesh Makwana	Marketing Manager	92400	BE Electrical	10	5/2/2019	Scale Tech Machtronics pvt ltd

26. CREDIT RATINGS: we wish to inform you that ICRA Limited, a Credit Rating Agency assigned its ratings on 14th July, 2025 on the operational and financial performance of Company for bank facilities of the Company long-term Rating to [ICRA] A- (pronounced ICRA A minus)(stable)(reaffirmed) from [ICRA]A- (pronounced ICRA A minus) and the short-term Rating to [ICRA]A2+ (pronounced ICRA A two plus) (reaffirmed) from [ICRA]A2+ (pronounced ICRA A two plus) ("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 sectionforming part of this Annual Report at Annexure IV.

28. CORPORATE GOVERNANCE REPORT:

This is to inform you that Corporate Governance Report under Regulation 27(2) of SEBI (ListingObligations and Disclosure Requirements) 2015 is not applicable. The Company is claiming exemption under Regulation

15 (2) (b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 as Corporate Governance provisions shall not apply tothe listed entity which has listed its specified securities on the SME Exchange.The Company is not required to submit Corporate Governance Report for the year ended 31st March, 2026.

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:

Company has adopted a Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and rules framed thereunder. Company is committed to provide a safe and secure environment to its women employees across its functions and other women stakeholders, as they are considered as integral and Important part of the Organization.

An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates. All employees (permanent, contractual, temporary, trainees) are covered under this policy, which also extends to cover all women stakeholders of the company.

The following is the summary of sexual harassments complaints received and disposed off during the financial year ended March 31, 2026.

1. No of Complaints Received – Nil

2. No of Complaints disposed off – Nil

3. No of Cases Pending for more than 90 Days – Nil

4. No of Workshops of awareness program against sexual harassment carried out: 02

Mention Any Training Program conducted during year under review Nature of action taken by the employer or district officer: Nil.

31. MATERNITY POLICY

The Company is committed to fostering an inclusive and supportiveworkenvironmentandensuresstrictadherence to all statutory provisions, including the Maternity Benefit (Amendment) Act, 2017. Our internal policy is fully compliant with the Act, providing comprehensive benefits and support to our female employees.

Maternity Benefit Compliance

The Company is committed to fostering an inclusive and supportiveworkenvironmentandensuresstrictadherence to all statutory provisions, including the Maternity Benefit (Amendment) Act, 2017. Our internal policy is fully compliant with the Act, providing comprehensive benefits and support to our female employees.

Key highlights of our compliance during the financial year under review are as follows:

• Maternity Leave: Eligible female employees were granted maternity leave of 26 weeks with full pay. For employees who have adopted a child or are commissioning mothers, a leave of 12 weeks was provided in accordance with the Act.

• Work-from-Home: In cases where the nature of the work permits, female employees were provided the option to work from home following their maternity leave, as per the provisions of our policy.

All eligible female employees who will avail maternity benefits will receive their full entitlements as per the policy. The management continues to prioritize the well-being of its female workforce and ensures a smooth and supportive transition back to work.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

In the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there have been no material departures;

They 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 at the end of the financial year and of the profit of the Company for that period;

They 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;

They have prepared the annual accounts on a going concern basis;

They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

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

31. SECRETARIAL STANDARDS:

Pursuant to the provisions of Section 118(10) of the Companies Act, 2013, the Directors confirm that the Company has observed and complied with the applicable Secretarial Standards, namely SS-1 (Meetings of the Board of Directors) and SS-2 (General Meetings), issued by the Institute of Company Secretaries of India (ICSI), during the year under review.

32. RISK MANAGEMENT POLICY:

In accordance with the provisions of Section 134(3)(n) of the Companies Act, 2013, the Board of Directors has framed and implemented a Risk Management Policy for the Company. The policy provides a structured framework for the timely identification, evaluation, and mitigation of internal and external risks associated with the Companys operations.

In terms of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to constitute a dedicated Risk Management Committee is applicable to the top 1000 listed entities based on market capitalization. As the Company does not currently fall within this threshold, the constitution of a separate Risk Management Committee is not mandatory. Accordingly, the Audit Committee and the Board of Directors collectively review and monitor the risk profile, internal controls, and mitigation strategies on an ongoing basis.

The Board is of the considered opinion that present mitigation mechanisms are adequate and there are no material risks that may threaten the existence of the Company.

The Companys detailed Risk Management Policy is available on its website at the following weblink: https:// www.vilastranscore.com/corporate_policy.html

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

The Company maintains an adequate and highly effective system of internal controls commensurate with the scale and complexity of its operations. These meticulously designed systems, comprising comprehensive policies and documented procedures, are structured to ensure the reliability of financial reporting and strict compliance with applicable laws, regulations, and internal mandates. Furthermore, the control environment is specifically engineered to ensure that all corporate assets and resources are procured economically, utilized efficiently, and adequately safeguarded against potential risks and unauthorized disposition.

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

In accordance with the requirements of Rule 8(5) of the Companies (Accounts) Rules, 2014, it is hereby confirmed that neither has any application been filed by the Company, nor are any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the year under review. Furthermore, the Company has not opted for any one-time settlement with its consortium of banks or financial institutions during the financial year. Accordingly, the regulatory requirement pertaining to the disclosure of the difference in valuation done at the time of a one-time settlement and the valuation done while taking the loan is not applicable to the Company.

35. ANNUAL RETURN:

The Annual Return of Company for the FY 2025-26 will be available on the Companys website at https://www. vilastranscore.com/investor.html

36. ACKNOWLEDGMENT AND APPRECIATION:

The Board of Directors takes this opportunity to express its sincere gratitude to the broader ecosystem of stakeholders whose collaborative partnerships have been integral to the Companys sustained growth and operational success during the year under review.

We wish to place on record our deep appreciation for the steadfast support, guidance, and co-operation received from various Central and State Government Authorities, Regulatory Bodies, Financial Institutions, and our consortium of Banks. We also recognize the pivotal role played by our esteemed clients, vendors, and supply chain partners. Your enduring trust, continued patronage, and collaborative alliances validate our commitment to manufacturing excellence.

Special recognition is due to our human capital—the management team and employees at all levels. Their relentless dedication, agility, and operational discipline remain the driving force behind navigating the years business challenges and achieving our strategic milestones.

Ultimately, your Directors express their profound and heartfelt gratitude to the shareholders and investors for their unwavering trust, confidence, and enduring belief in the Companys vision and long-term capital strategy.

		For and on behalf of the Board of Directors of
		Vilas Transcore Limited
	Nilesh Jitubhai Patel	Vipulkumar Patel
	Chairman & Managing Director	Whole Time Director
	DIN: 00447907	DIN: 09732297
Place: Vadodara
Date: 27.08.2026