Vilas Transcore Ltd Directors Report

To the Members,

VILAS TRANSCORE LIMITED

The Directors are pleased to present the 19^th Annual Report on the business and operations of the Company, along with the Audited Financial Statements, for the financial year ended March 31,2025.

1. COMPANY OVERVIEW AND VISION:

Vilas Transcore Limited, founded in 2006, was established with the vision of positioning India as a global leader in electrical equipment manufacturing by providing high-quality CRGO products.

The Companys success is driven by its skilled and dedicated workforce, supported by a strong team of experts committed to excellence. Our core philosophy is centred on quality production and a firm belief that client satisfaction is paramount to building enduring customer-vendor relationships.

2. FINANCIAL RESULTS:

(Amt in Rs Lakhs)

PARTICULARS	2024-2025	2023-2024
Revenue from Operations	35,305.12	30974.06
Other Incomes	894.65	420.71
Total Revenues	36,199.76	31394.77
Total Expenses	31,249.33	28325.81
Profit Before Exceptional and Extra ordinary items and tax	4,950.44	3068.97
Less: Exceptional items	--	--
Profit Before Extra-ordinary items and tax	4,950.44	3068.97
Less: Extra ordinary items	1.76	-
Less: Prior period tax adjustment	26.66	(6.20)
Profit Before Tax	4922.02	3075.17
Less: Current Tax	1538.00	805
Less: Deferred Tax	(33.05)	(37.33)
Profit for the Year After Tax	3417.06	2307.50

3. TRANSFER TO RESERVES

No amount is proposed to be transferred to general reserves for the financial year 2024-25.

4. DIVIDEND

For the financial year under review, your Directors have decided not to recommend any dividend. This decision has been made to conserve the Companys funds and ensure adequate resources are available for future growth and requirements.

5. OPERATIONAL HIGHLIGHTS AND PROSPECTS/STATEMENT OF AFFAIRS Financial Performance:

The Directors are pleased to report a strong financial performance for the year ended March 31, 2025. The Companys totalrevenue grew to Rs 36,199.76 lakhs compared to Rs 31,394.77 lakhs in the previous year.

The key financial highlights for the year are as follows:

Operational Income: Increased to Rs 35,305.12 lakhs from Rs 30,974.06 lakhs in the previous year.

Other Income: Saw a significant rise to Rs 894.65 lakhs from Rs 420.71 lakhs in the previous year.

Profit After Tax (PAT): Grew substantially to Rs 3,417.06 lakhs, marking a considerable improvement over the previous years figure of Rs 2,307.50 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 financial year under review, there has been no change in the Companys Authorized Share Capital.

However, the Issued, Subscribed, and Paid-up Share Capital increased from Rs 1,800.00 Lakhs to Rs 2,448.00 Lakhs. This increase was a result of the successful Initial Public Offer (IPO) of 64.80 lakh equity shares with a face value of Rs 10 each, issued at a premium of Rs 137 per share. The IPO bidding took place from May 27, 2024, to May 29, 2024, with the allotment finalized on May 30, 2024. The Companys shares were subsequently listed on the SME platform of the National Stock Exchange of India Limited (NSE) with effect from June 3, 2024.

It is further affirmed that the Company did not issue any Sweat Equity Shares or Employee Stock Option Plans (ESOPs), nor did it undertake any buy-back of securities during the year.

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

To fund our strategic objectives, including capital expenditure for the construction of a new factory and the installation of additional plant and machinery and general corporate purpose, the Company successfully completed an Initial Public Offering (IPO).

The IPO involved the issuance and allotment of 64,80,000 equity shares of Rs 10 each, at a premium of Rs 137 per share. This exercise raised a total of Rs 95.26 crore. The IPO process, which began on May 27, 2024, concluded with the allotment finalized on May 30, 2024. The shares were successfully listed on the SME platform of the National Stock Exchange of India Limited (NSE) with effect from June 3, 2024.

This successful listing is a significant milestone that underscores the Companys commitment to enhanced governance, transparency, and creating value for our shareholders. The ISIN for the Companys equity shares is INE0AZY01017.

CIN Change

Upon the successful listing of the Companys shares on the National Stock Exchange of India Limited (NSE), the Corporate Identification Number (CIN) has been updated from U31102GJ2006PLC049469 to L31102GJ2006PLC049469.

This change, along with the modification of our status from "Unlisted" to "Listed" on the Ministry of Corporate Affairs (MCA) portal, reflects the Companys new public status following the IPO.

Commencement of Unit-3

In line with our strategic expansion objectives, the Board is pleased to report the successful commencement of commercial production at our new manufacturing facility. The plant, located at New Block/Survey No. 419 & 420, Ganpatpura, Karjan, Vadodara, Gujarat, began operations on July 25, 2025. This facility is now actively producing CRGO laminations and nano crystalline cores. The operationalization of this new plant marks a significant milestone in our commitment to enhancing production capabilities and achieving our long-term strategic goals.

Statement of Fund Utilization of IPO Proceeds as of 31.03.2025

Sr No.	Object 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	1686.89	322.98	Used for construction of building and shed
3	Funding capital expenditure towards acquisition and installation 0f additional plant and machinery	4520.71	2061.84	2458.87	Advance given for machinery
4	General corporate purposes	2495.02	1274.47	1220.55	IPO expenses
	TOTAL	9525.60	5023.20	4502.40

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.

Allthe 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), willcontinue to serve as the Statutory Auditors of the Company for a five- year term. Their appointment, which commenced from the financial year 2024-25, 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.

It should be noted that Vide notification dated May 7,2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with.

OPINION:

No qualification, reservation or adverse remark or disclaimer has been made by the auditors in their Auditors Report for the year 2024-2025.

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 2024-25. 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. 2024-25. 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 InternalAuditors. 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. CONSERVATION OF ENERGY, 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 remains diligent in monitoring and controlling electricity usage and its associated costs. 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 also actively exploring alternate energy sources, such as solar power, as part of its future strategy.

iii) The capitalinvestment on energy conservation equipment: - There was no significant capital investment on energy conservation equipment during the year under review.

Technology absorption:

i) the efforts made towards technology absorption: -

The Company continues to prioritize the enhancement of its manufacturing capabilities through ongoing efforts to upgrade its technology and facilities.

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

The Companys focus on upgrading its manufacturing facilities has yielded several key benefits, including enhanced product quality, increased operational efficiency, controlled production costs, and reduced waste.

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 Rs Lakhs)

PARTICULARS	2024-2025	2023-2024
Foreign Exchange Earnings	604.65	290.87
Foreign Exchange Outgo:	15703.33	10,076.71
a) CIF value of Imports	15,687.76	10,068.73
b) Expenditure in foreign currency
• Travelling	15.57	7.98

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 no 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

Sr. No. 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

The Board has re-appointed Mr. Hemang Harshadbhai Shah as Independent Director for a second term of five years, effective from June 9, 2025, subject to approval of the shareholders at the ensuing Annual General Meeting.

Changes in Key Managerial Personnel

There was no change in Key Managerial Personnel during the year under review. However, after conclusion of the FY 202425, Mr. VipulKumar Patel resigned from the position of Chief Financial Officer (CFO) with effect from the close of business on May 21, 2025. Further, the Board has approved the appointment of Mr. Jagat Mazumdar as the new Chief Financial Officer (CFO), with his tenure commencing on May 22, 2025.

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

3) Ms. Gandhali Paluskar: Company Secretary cum Compliance Officer

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 13 times

Sr.no.	Date of meetings	Total Number of directors associated as on the date of meeting	Attendance
			Number of directors Attended	% of attendance
1	08-05-2024	5	5	100%
2	09-05-2024	5	5	100%
3	10-05-2024	5	5	100%
4	16-05-2024	5	5	100%
5	20-05-2024	5	5	100%
6	24-05-2024	5	5	100%
7	30-05-2024	5	5	100%
8	01-06-2024	5	5	100%
9	18-06-2024	5	5	100%
10	24-06-2024	5	5	100%
11	22-08-2024	5	5	100%
12	11-11-2024	5	5	100%
13	07-03-2025	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	Chairman	Independent Director
Mr. Hemang Shah	Member	Independent Director
Ms. Natasha Patel	Member	Non-Executive Director

During the year under review, the committee met once on 22/08/2024.

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 1 times during the FY 2024 - 25 i.e. on 07/03/2025

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 Patel	Chairman	Independent Director
Mr. Nilesh Patel	Member	Independent Director
Mr. Vipulkumar Patel	Member	Whole-time Director

The Committee met 1time during the FY.2024-25 i.e.11/11/2024.

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 5 times during the FY.2024-25 on

1. 08-05-2024

2. 10-05-2024

3. 24-06-2024

4. 22-08-2024

5. 11-11-2024

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: 51years
Designation	Managing Director
Date of Appointment	28/11/2006
Experience	27years
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 3103-2025)	17883700
The last employment held by such employee before joining the Company	Self - Employed
Details of remuneration last drawn (FY 2024-25)	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 2024-2025, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-2025 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 2024- 25	Ratio of Remuneration of each Director to Median remuneration of employee
Nilesh Patel	Managing Director	0%	140:1
VipulKumar Patel	Chief Financial Officer and Whole-time Director	18.75%	3.8:1
Gandhali Paluskar	Company Secretary	52.77%	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 Rs 25,000/- p.m.

iii. In the financial year, there was (decrease) of 0.79% p.a in the median remuneration of employees;

iv. There were 74 permanent employees on the rolls of Company as on 31^st March, 2025.

v. Average percentage increase/decrease made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2024-2025 was 18% whereas average increase in the managerial remuneration for the same financial year was 15%.

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 Employment
1	Jagat Mazmudar	Accountants Department	166667	CA	18	28/02/2025	Sunpharmacetical
2.	Kalpesh Shah	Vice President	135000	MBA	20	01/12/2006	Gilbert & Maxwell
3	Shrikant Tiwari Unit-3	Plant Head	121500	B.Tech	15	05/03/2024	Satyam Fab Industries
4	Pinky Shah	Marketing Head	109000	MCA & MBA	20	01/04/2007	Gilbert & Maxwell
5	Ajay Patel	Planning Department Head	102000	Diploma in Electrical	30	01/08/1995	V H engineering
6	Manish Patel	Production Manager	95000	B.com	23	2001	-
7	Vipulkumar Patel	CFO & Wholetime Director	95000	M. Com	18	04/01/2008	Pooja Services
8	Parth Parmar	Marketing Head	99000	MBA	9	01/07/2022	ATS
9	Hari Hara Sudhan Sundaramoorthy	Manager	85000	MBA	16	10/12/2024	Jaybee Laminations
10	Vishal Ramesh Kedare	Marketing Manager	67265	B.Tech	20	06/02/2014	Neel controls

26. CREDIT RATINGS:

we wish to inform you that ICRA Limited, a Credit Rating Agency has, assigned its ratings on 14^th July, 2025on the operationaland financialperformance 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 section forming 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 (Listing Obligations and Disclosure Requirements) 2015 is not applicable

The Company is claiming exemption under Regulation 15 (2) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Corporate Governance provisions shall not apply to the 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 31^st March, 2025.

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 sexualharassments complaints received and disposed off during the financial year ended March 31,2025.

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: 2

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 supportive work environment and ensures strict adherence 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 supportive work environment and ensures strict adherence 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.

Alleligible female employees who willavailmaternity 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

Your Directors confirm that in the preparation of the annual financial statements for the year ended March 31, 2025:

• The applicable accounting standards have been followed, and there are no material departures.

• Appropriate accounting policies have been selected and applied consistently. Judgments and estimates have been made that are reasonable and prudent, giving a true and fair view of the state of affairs of the Company and its profit/loss for the period.

• Proper and sufficient care has been taken to maintain adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the Companys assets and to prevent and detect fraud and other irregularities.

• The annual financial statements have been prepared on a going concern basis.

• Internal financial controls have been laid down and are adequate and operating effectively.

• Proper systems have been devised to ensure compliance with all applicable laws, and these systems are adequate and operating effectively.

31. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, as specified by the Institute of Company Secretaries of India (ICSI), regarding the conduct of Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

32. RISK MANAGEMENT POLICY

The Company has a robust risk management framework in place to identify, assess, monitor, and mitigate various risks that could impact its key objectives. Our Risk Management Policy is designed to systematically identify and evaluate both business risks and opportunities.

The key risks identified by the Company include:

• Industry Risks

• Legal and Regulatory Policy Risks

• Forex Fluctuation Risk

• Operational and Financial Risks

Through our risk management framework, we continuously work to minimize potential adverse impacts on our business objectives. The Company also has adequate mitigation plans in place for the identified risks, which helps to create transparency and enhance our competitive advantage for sustainable growth and stability.

The Companys detailed Risk Management Policy is available on its website at the following weblink: https://vilastranscore.com/corporate-policy/

33. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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

34. 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 Difference Between Amount of The Valuation Done at The Time of One-Time Settlement and The Valuation Done While Taking Loan from The Banks or Financial Institutions Along with The Reasons Thereof is not applicable to the Company.

35. ANNUAL RETURN:

The Annual Return of Company for the FY 2024-25 will be available on the Companys website at www.vilastranscore.com

36. ACKNOWLEDGMENT AND APPRECIATION

Your Directors would like to place on record their profound appreciation and gratitude to all stakeholders for their continued support, trust, and commitment during the year under review. Our sincere thanks are extended to our valued customers, suppliers, bankers, and business associates.

The Board also wishes to express special appreciation to all the employees of the Company for their dedication, hard work, and loyalty, which are crucial to our success.

We are confident that with their continued support, we will achieve our goals and create lasting value in the years to come.

		On behalf of the Board
		For Vilas Transcore Limited
Date: 28.08.2025	Nilesh Patel	Vipulkumar Patel
Place: Vadodara	Managing Director	Whole-time Director
	DIN: 00447907	DIN: 09732297