Dear Members,
The Board of Directors presents the 58th Annual Report of the Company ("the Company" or "VST"), along with the audited financial statements, for the financial year ended March 31, 2026. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
Financial Performance
The Companys financial performance for the year ended March 31, 2026, is summarized below:
Amount (? in Lakhs) except EPS
| Particulars | Standalone FY 2025-26 | Standalone FY 2024-25 | Consolidated FY 2025-26 | Consolidated FY 2024-25 |
| Operating Income | 124036 | 99455 | 124036 | 99455 |
| Non-Operating Income | 435 | 3831 | 435 | 3831 |
| Total Income | 124471 | 103286 | 124471 | 103286 |
| Finance Cost | 191 | 196 | 191 | 196 |
| Depreciation | 2550 | 2548 | 2550 | 2548 |
| Total Expenses | 110186 | 91091 | 110186 | 91091 |
| Exceptional Item | - | - | - | - |
| Profit Before Tax | 14285 | 12195 | 14157 | 12046 |
| Tax | 3685 | 2749 | 3685 | 2749 |
| Profit After Tax | 10600 | 9446 | 10472 | 9297 |
| Other Comprehensive Income | (29) | (24) | (29) | (24) |
| Total Comprehensive Income | 10571 | 9422 | 10443 | 9273 |
| Earnings Per Share (Basic) (Amount in ?) | 122.63 | 109.33 | 121.16 | 107.60 |
| Earnings Per Share (Diluted) (Amount in ?) | 122.15 | 109.15 | 120.68 | 107.43 |
Financial Performance and State of the Companys Affairs
Overview of Companys Financial Performance on a Standalone basis:
Revenue from Operations of the Company stood at 1,24,036 Lakhs as against 99,455 Lakhs for the previous year, registering a growth of 25% in the revenue. Opr. EBITDA of the Company stood at 16,592 lakhs as against 11,108 lakhs for the previous year. Profit after Tax (PAT) of the Company stood at 10,600 Lakhs as against 9,446 Lakhs.
Overview of Companys Financial Performance on a Consolidated basis:
Revenue from Operations of the Company stood at 1,24,036 Lakhs as against 99,455 Lakhs for the previous year, registering a growth of 25% in the revenue. Opr. EBITDA of the Company stood at 16,592 Lakhs as against 10,959 Lakhs for the previous year.
Profit after Tax (PAT) of the Company stood at 10,472 Lakhs as against 9,297 Lakhs.
The Companys overall financial performance during the year reflects sustained growth in revenues, coupled with a significant improvement in operating profitability. The increase in Operating EBITDA indicates improved operating leverage and efficiency, while the healthy growth in PAT demonstrates the Companys continued ability to translate business growth into enhanced shareholder value. The Company remains focused on strengthening its core operations, investing in capabilities and infrastructure, and pursuing sustainable growth opportunities to support its long-term objectives.
Segment-wise or Product-wise Performance
Your Company deals with a single segment only i.e. "Manufacturing of Agricultural Machineries".
Transfer to Reserves
During the year under review, the Company does not propose any amount to the General Reserve. For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2026, please refer to the Statement of Changes in Equity included in the standalone and consolidated financial statements of this Annual Report.
Dividend
Based on the financial performance of the Company during the year, the Board of Directors is pleased to recommend, for the approval of the Members, a dividend of ?25/- per equity share of face value ?10/- each (250%) for the financial year ended 31 March 2026. The dividend will be payable to those Members whose names appear in the Register of Members/beneficial owners as on the Record Date, i.e.16th September 2026, subject to the approval of the Members at the ensuing 58th Annual General Meeting (AGM).
The recommended dividend has been proposed after considering the Companys financial performance, cash flows, future capital requirements, long-term growth plans, and the interests of all stakeholders. The recommendation is in line with the Companys Dividend Distribution Policy, which aims to ensure a sustainable and consistent dividend payout while retaining adequate resources to support future growth through internal accruals.
Upon approval by the Members at the 58th AGM, the dividend will be paid/dispatched on or after 23rd September 2026. The total cash outflow on account of the proposed dividend is estimated to be approximately 21.63 Crores.
In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Companys Dividend Distribution Policy is available on its website at: https://www.vsttractors.com/in/investor/disclosure/?tab=v-pills-disclosure9-tab.
Quality Initiatives
As part of the Companys commitment to Operational Excellence, continuous focus has been placed on strengthening quality systems, enhancing process capabilities, and building future readiness. This approach enables the Company to benchmark its current performance against industry best practices, identify improvement opportunities, and drive sustainable excellence across operations.
During the year, the Company implemented several key quality initiatives that have strengthened product quality, process reliability, customer satisfaction, and overall manufacturing excellence. The key quality achievements during the year are highlighted below:
Total Quality Management:
Quality Management System:
All VST Plants successfully got IMS Certification
Details of Directors and KMP Appointment/Reappointment/Retirement of Independent Directors
Dr. Nandakumar Jairam (DIN: 00321693) has been reappointed by the shareholders by way of postal ballot, as an Independent Director of the Company to hold office for 2nd term of five consecutive years w.e.f 21st June 2026.
Ms. Siva Kameswari Vissa (DIN: 02336249) retired from the office of Independent Director of the Company with effect from July 28, 2026, upon completion of her second consecutive term as an Independent Director. The Board of Directors placed on record its sincere appreciation and gratitude for her invaluable guidance, leadership, and contributions to the growth and governance of the Company during her tenure.
Mrs. Shuba Kumar (DIN: 02081819) was appointed as an additional Independent Director (woman independent director) of the Company with effect from July 27, 2026, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, subject to approval of the shareholders at the forthcoming AGM scheduled to be held on September 23, 2026.
Director Liable to Retire by Rotation
Mr. V.V. Pravindra (DIN: 00239888) will be liable to retire by rotation and being eligible, offers himself for re-appointment as per Section 152(6) of the Act at the 58th Annual General Meeting of the Company scheduled to be held on September 23, 2026.
Declaration by Independent Director
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. In the opinion of the Board, all the Independent Directors possess integrity, expertise, and experience (including proficiency).
Key Managerial Personnel (KMP)
The following persons are Key Managerial Personnel (KMP) of the Company under section 203 of the Companies Act, 2013, during FY 2025-26.
| Name | Designation |
| Mr. V.T. Ravindra | Managing Director |
| Mr. Antony Cherukara | Chief Executive Officer |
| Mr. Nitin Agrawal | Chief Financial Officer |
| Mr. Chinmaya Khatua | Company Secretary |
Note: There was no change in KMP of the Company during the Financial Year 2025-26.
Share Capital
During the year under review there was no change in the authorized capital of the Company. However, the subscribed and paid-up share capital of the Company increased from 86,43,358 number of equity shares ?10/- per equity share amounting to ?8,64,33,580/- to 86,52,754 number of equity shares ?10/- per equity share amounting to ?8,65,27,540/-.
The aforementioned increase was a result of the allotment of additional equity shares pursuant to the exercise of stock options by eligible employees under the "VST Tillers Tractors Limited - Restricted Stock Unit Plan 2024" ("RSU Plan").
Credit Rating
The Company enjoys a good reputation for its sound financial management and the ability to meet its financial obligations. The Company has received ICRA (AA-) (Stable)/ICRA (A1+) ratings for its long-term and short-term banking facilities.
Share Registrar & Transfer Agent (R&T)
Integrated Registry Management Services Private Limited is the Registrar and Transfer Agent of the Company.
Corporate Governance
The Company remains committed to maintaining the highest standards of corporate governance and ensuring compliance with the requirements prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Company continues to uphold the principles of transparency, accountability, fairness, and ethical business conduct, with the objective of creating sustainable long-term value for all stakeholders.
Pursuant to Regulation 34 of the SEBI Listing Regulations, the Corporate Governance Report, together with the Certificate issued by the Statutory Auditors confirming compliance with the conditions of Corporate Governance, forms an integral part of this Annual Report.
Directors Responsibility Statement
To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013.
(a) That in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) That the directors had selected such accounting policies and applied them consistently and made judgements 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 on March 31, 2026 and of the profit and loss of the company for that period;
(c) That proper and sufficient care had been taken 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;
(d) That the annual accounts have been prepared on a going concern basis;
(e) That the internal financial controls to be followed by the company have been laid down and that such internal financial controls are adequate and are operating effectively;
That proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors including the audit of internal financial controls over financial reporting by the Internal Auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2025-26.
Auditors & Auditors Report
Pursuant to the provisions of Section 139 of the Act read with rules thereunder, the shareholders of the Company at the 53rd Annual General Meeting ("AGM") held during August 2021 had re-appointed M/s. K.S. Rao & Co, Chartered Accountants (Firm Regd. No. 003109S), as Statutory Auditors of the Company for a second term of five financial years to hold office up to the conclusion of the 58th Annual General Meeting of the Company to be held in 2026.
Pursuant to the provisions of the Sections 139, 142 and other applicable provisions, if any of the Act and Rules issued thereunder, and based on the recommendation of the Audit Committee, the Board of Directors at their meeting held on August 13 2026, have approved and recommended to the shareholders at the ensuing 58th AGM of the Company, the appointment of M/s Brahmayya & Co, Chartered Accountants (Firms Registration No.: 000515S), as the Statutory Auditors of the Company, to hold office for a term of five consecutive years from the conclusion of the ensuing 58th AGM till the conclusion of 63rd AGM of the Company. The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder, from M/s. Brahmayya & Co. They have confirmed to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the Listing Regulations.
The Auditors Report for the financial year ended March 31, 2026, has been issued with an unmodified opinion, by the Statutory Auditors. The report is enclosed with the financial statements in this integrated annual report. The auditors report has no qualifications, reservation or adverse remarks for the financial year 2025-26.
Reporting of Fraud by Auditors
There was no fraud reported by the auditors under section 143(12) of the Companies Act, 2013 and the rules made thereunder.
Cost Auditors
Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Company is required to maintain cost records and have such records audited. The Company has maintained the prescribed cost records for the financial year.
Based on the recommendation of the Audit Committee, the Board of Directors appointed M/s. Rao, Murthy & Associates (Firm Registration No. 00065), Practising Cost Accountants, as the Cost Auditors of the Company for the financial year 2025-26.
The Board, on the recommendation of the Audit Committee, has approved the remuneration payable to the Cost Auditors for the financial year 2026-27, which is subject to ratification by the Members at the ensuing 58th Annual General Meeting (AGM). A resolution seeking Members ratification forms part of the Notice convening the AGM.
Internal Auditors
Pursuant to Section 138 of the Companies Act, 2013, and based on the recommendation of the Audit Committee the Board had appointed M/s. Brahmayya & Co, Chartered Accountants (ICAI Firm Registration No: 000515S) as Internal Auditors of the Company to conduct the internal audit of your Company for the financial year 2025-26.
Secretarial Auditors
Pursuant to the provisions of Regulation 24A of SEBI (LODR) Regulations read with section 204 of Companies Act, 2013 and Rules made there under, the shareholders at the 57th AGM had appointed M/s Thirupal Gorige & Associates LLP, Practicing Company Secretaries (FCS:6680, CP No:6424), a peer reviewed firm, to undertake the Secretarial Audit of the Company for a term of 5 (five) consecutive financial years commencing from the financial year 2025-26 to the financial year 2029-30. The Secretarial Audit Report is enclosed herewith as Annexure-4 to the Boards Report which forms the part of this Annual Report.
Auditors Qualification, Reservation or Adverse Remark or Disclaimer
There were no qualifications, reservations or adverse remarks or disclaimers from Statutory Auditors & Secretarial Auditors mentioned in their respective Reports. The comments, if any given by them in the report are self-explanatory and hence, do not call for any further explanations or comments from the Board.
Particulars of Employees
Disclosures concerning the remuneration of Directors, KMPs and employees as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as well as details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-1 to this Report. Your directors affirm that the remuneration is as per the remuneration policy of the Company.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Information under Section 134 of Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure-2.
Internal Financial Controls
Internal Financial Controls are an integral part of the risk management process which in turn is a part of Corporate Governance addressing financial reporting risks. The Company has in place a well-defined organizational structure and adequate internal controls for efficient operations which are cognizant of applicable laws and regulations, and the accurate reporting of financial transactions in the financial statements. The Company reviews and upgrades these systems on a continuous basis, to ensure their effectiveness.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, VST is committed to maintaining a safe, respectful and harassment-free workplace. The Company upholds the principles of gender equality and inclusivity and encourages equal employment opportunities for individuals across all genders. VST strives to foster a diverse and inclusive work environment that is free from discrimination, harassment and any form of inappropriate conduct.
During the financial year ended March 31, 2026, there was no complaint received for sexual harassment. Also, there are no complaints pending at the end of the financial year. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Deposits
Your Company has not accepted any deposits within the meaning of Chapter-V of the Companies Act, 2013 and rules made thereunder. Further, there are no deposits which remain unpaid or unclaimed as at March 31, 2026, nor has there been any default in repayment of deposits or payment of interest thereon during the year.
Industrial Relation
During the year under review, the Company maintained cordial and constructive industrial relations across its manufacturing facilities at Malur, Hosur and Mysuru. The Company continued to foster a harmonious work environment through open communication, mutual respect and collaborative engagement between the management and employees. The Companys commitment to maintaining strong industrial relations contributed to the smooth functioning of operations and sustained productivity across its manufacturing locations. The union settlements at the Hosur and Mysuru plants have been successfully concluded, while discussions with the union at the Malur plant are currently in progress.
As of March 31, 2026, the company employed a total of 825 permanent staff across all manufacturing locations.
Safety, Health and Environment
The Company accords the highest priority to maintaining a safe, healthy and environmentally responsible workplace. Its Safety, Health and Environment (SHE) Management System is designed to ensure compliance with applicable statutory and regulatory requirements, while being aligned with industry best practices and the principles of sustainable development. The Company remains committed to continuously strengthening its safety and environmental practices and fostering a culture of responsibility, awareness and continuous improvement across its operations.
Safety
Safety is embedded in every aspect of our operations through proactive risk management and a strong safety culture. Comprehensive safety procedures, hazard identification and risk assessments, periodic safety inspections, and internal audits are implemented to ensure safe execution of all activities. Regular safety training programs, toolbox talks, emergency mock drills, and awareness campaigns are conducted to strengthen employee competence and reinforce a "Safety First" mindset across all manufacturing locations.
Health
The health and well-being of our workforce is a key priority. We promote preventive healthcare through periodic health checkup, workplace health surveillance, ergonomics assessments, and employee wellness initiatives. Well-equipped Occupational Health Centres trained first-aid responders, emergency response teams, and health awareness programmes ensure timely medical support and enhance overall employee well-being. We have trained over 578 employees in forms of emergency preparedness and response team.
Environment
We continuously strive to reduce our environmental impact through efficient resource utilization, waste minimization, pollution prevention, and compliance with all applicable environmental regulations. Our initiatives include water conservation, emission monitoring, responsible waste management, energy efficiency measures, and continual improvement of environmental performance. We have also registered as a ERP Brand Owner and Importer ensuring plastic waste is recycled.
During the year, the Company further strengthened its commitment towards environmental conservation by undertaking plantation drives across all its manufacturing units, resulting in the planting of more than 350 saplings. To foster a culture of environmental responsibility among employees, the Company also introduced a unique initiative of presenting a sapling to every employee on their birthday, encouraging individual participation in creating a greener and more sustainable future.
Information Technology
Your company ensures that digital advancements are harnessed effectively to boost sales and reduce costs, all within a controlled, secure, and compliant environment. By adopting the most advanced Theory of Constraints (TOC) methodologies for Supply Chain Management, the organization achieves seamless integration between ERP (SAP S/4HANA), Supplier Relationship Management (SRM), and Dealer Management System (DMS). This integration ensures a precise balance between demand and supply, significantly improving overall operational efficiency.
The company operates a fully functional ERP - SAP S/4HANA, ensuring data integrity, operational stability, and protection of critical business information through advanced security protocols. Supporting this core system are various specialized platforms, including the Digital Approval System, Travel Management System, Dealer Management System, Supplier Relationship Management System, Sales Capability Building System, Dealer Scouting & Onboarding System, Endpoint Detection and Response, Data Loss Prevention and Quality Management System.
The infrastructure is robust and secure, with multi-layer cybersecurity measures and servers hosted across multiple environments: on-premises, at external data centres, and in multiple cloud platforms - ensuring flexibility, reliability, and scalability while safeguarding business operations.
Board Meeting
The company has conducted 4 meetings of the Board of Directors during this financial year. For further details, please refer to the section on Corporate Governance in this Annual Report.
Disclosure of Relationships between Directors
Mr. V.V. Pravindra, Mr. V.T. Ravindra and Mr. Arun V. Surendra belong to the promoters family. Apart from the promoter directors, none of the other Directors are related to each other.
Declaration of Independent Directors
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Rule 5 of the (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations.
In terms of the requirements under the SEBI Listing Regulations, the Board has identified list of key skills, expertise and core competencies of the Board, including the Independent Directors, details of which are provided in the Corporate Governance Report forming part of this Annual Report.
In the opinion of the Board, all the Independent Directors of the Company satisfy the criteria of independence as defined under the Act, rules framed thereunder and the SEBI Listing Regulations, and they are independent of the Management of the Company.
Committees
The Board of Directors of the Company has constituted various Committees in accordance with the provisions of the Companies Act, 2013 ("Act"), the rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as applicable. The constitution and terms of reference of these Committees are in compliance with the applicable statutory and regulatory requirements and are designed to facilitate focused oversight, effective decision-making, good corporate governance, transparency and accountability.
The following Committees have been constituted by the Board:
a) Audit Committee
b) Nomination, Compensation and Remuneration Committee
c) Stakeholders Relationship Committee
d) Corporate Social Responsibility Committee
e) Risk Management Committee
The composition, terms of reference, number of meetings held during the year and attendance of the members of these Committees are provided in the Corporate Governance Report, which forms part of this Annual Report.
Audit Committee
The members of the Audit Committee possess the requisite knowledge and expertise in accounting, financial management and related matters. The Company Secretary acts as the Secretary to the Audit Committee. In accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the members of the Audit Committee who are Independent Directors consider and approve Related Party Transactions, as applicable.
The composition, terms of reference, roles and responsibilities of the Audit Committee, along with details of the meetings held during the year and the attendance of its members, are set out in the Corporate Governance Report forming part of this Annual Report.
Nomination Compensation and Remuneration Committee
The Nomination and Remuneration Policy of the Company, inter alia, sets out the criteria and qualifications for the appointment of Directors, Key Managerial Personnel ("KMP") and Senior Management Personnel, provides for Board diversity and lays down the principles and framework for determining remuneration payable to Directors, KMP and other eligible personnel, in accordance with the applicable provisions of law. The Nomination and Remuneration Policy is available on the website of the Company at the following link: Nomination and Remuneration Policy.
For further details regarding the constitution, terms of reference, roles and responsibilities, meetings and attendance of the Nomination and Remuneration Committee, please refer to the Corporate Governance Report forming part of this Annual Report.
Vigil Mechanism cum-Whistle Blower Policy
The Company has established a Whistle Blower Policy and Vigil Mechanism in accordance with the requirements of Section 177(9) of the Companies Act, 2013 ("Act") and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Vigil Mechanism provides a structured and confidential framework for Directors and employees to report genuine concerns relating to suspected or actual instances of unethical conduct, fraud, financial or accounting irregularities, deficiencies in internal accounting controls, audit-related matters or other misconduct.
The Company has instituted appropriate safeguards to protect whistle-blowers from victimisation or retaliation. Directors and employees are made aware of the mechanism and the circumstances under which they may have direct access to the Chairperson of the Audit Committee. The Whistle Blower Policy is available on the Companys website at the following link: Whistle Blower Policy.
During the financial year 2025-26, the Company has not received any complaint or report under the Whistle Blower Policy and Vigil Mechanism.
Loans, Guarantee & Investment
The Company has made investment during the FY 2025-26. The investment details form part of the notes to the financial statements provided in this Annual Report. The company has not given any loan or guarantee during FY 2025-26.
Related Party Transactions
During the financial year under review, all transactions entered into with related parties were undertaken on an arms length basis, in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
There were no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons that could have a potential conflict with the interests of the Company.
All related party transactions were placed before the Audit Committee and the Board of Directors for their review and approval, as applicable. Prior omnibus approval of the Audit Committee was obtained for related party transactions that were foreseeable and repetitive in nature. The transactions entered into pursuant to the omnibus approvals were reviewed and monitored by the Audit Committee, and a statement containing the details of such transactions was placed before the Audit Committee and the Board of Directors for their review and noting.
The details of related party transactions, including transactions, if any, with any person or entity belonging to the Promoter/Promoter Group holding more than 10% of the shareholding in the Company, as required under Para A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are disclosed in the Notes to the Financial Statements forming part of this Annual Report.
Further, the particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, are provided as Annexure 5 to this Boards Report.
Related Party Transactions Policy
The Companys Policy on Related Party Transactions, as approved by the Board, is available on the Companys website and can be accessed at the following link: https://www.vsttractors.com/in/wp-content/uploads/2025/06/Policy-on-Related-Party-Transactions-new.pdf
Material Changes and Commitments Affecting the Financial Position
There are no material changes affecting the financial position of the Company subsequent to the closure of FY26 till the date of this report.
Risk Management
The Company has established a robust and comprehensive Risk Management Framework to identify, assess, monitor and mitigate risks across its operations. The Board of Directors has constituted a Risk Management Committee to oversee the implementation and effectiveness of the Companys risk management framework and to assist the Board in discharging its responsibilities in relation to risk management.
The Risk Management Committee is responsible for overseeing and approving the Companys enterprise-wide risk management framework and ensuring that material risks faced by the Company are identified, assessed and appropriately managed. The framework encompasses the Companys risk appetite, risk limits, risk dashboards and early warning indicators, thereby enabling timely identification and mitigation of emerging risks.
The Companys risk management framework operates at various levels across the organisation and provides a structured approach to managing strategic, financial, credit, market, liquidity, operational, information technology, legal, security and other relevant risks. Major risks identified by the respective businesses and functions are systematically evaluated and addressed through appropriate mitigation measures on an ongoing basis.
The Audit Committee provides additional oversight in respect of financial risks, internal controls and related matters, thereby strengthening the overall risk governance framework of the Company.
The Company has adopted a Risk Management Policy in accordance with the applicable provisions of the Companies Act, 2013 and Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy provides a framework for identification, assessment, mitigation and monitoring of risks and is reviewed periodically to ensure its continued relevance and effectiveness.
The Risk Management Policy is available on the Companys website at www.Risk Management Policy.
Corporate Social Responsibility (CSR)
During the financial year under review, the Company continued to undertake various Corporate Social Responsibility ("CSR") initiatives in line with its CSR Policy and the applicable provisions of the Companies Act, 2013. The Companys CSR initiatives focused on key areas including promotion of education, support for cancer care, addressing mental health concerns such as stress, anxiety and depression, empowerment of persons with disabilities, rehabilitation and support of persons with visual impairment, wildlife conservation and skill development.
In accordance with the provisions of the Companies Act, 2013, the Company has constituted a CSR Committee and adopted a CSR Policy. The CSR Policy provides the framework for the Companys CSR initiatives and is available on the Companys website at CSR Policy.
The prescribed particulars relating to CSR, including the details of the amount spent during the financial year and the amount unspent, if any, together with the requisite explanations, are provided in Annexure 3 to this Boards Report, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.
Evaluation of Board Performance
Pursuant to the provisions of Section 134(3)(p) and Section 178(2) of the Companies Act, 2013, read with Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors undertook an annual evaluation of the performance of the Board as a whole, its Committees, the Chairperson and individual Directors.
The evaluation process was facilitated by the Nomination, Compensation and Remuneration Committee, which formulated the evaluation criteria in accordance with the applicable provisions of Schedule II, Part D of the SEBI Listing Regulations. The evaluation was carried out through a structured peer evaluation process, with the Director being evaluated not participating in his/her own evaluation.
As part of the evaluation process, the Board reviewed and assessed the performance and effectiveness of the Board and its Committees, as well as the performance of individual Directors, based on the prescribed evaluation parameters.
The Independent Directors, at their separate meeting, evaluated the performance of the Non-Independent Directors, the Board as a whole and the Chairperson, taking into consideration the views of both Executive and Non-Executive Directors.
The Board concluded that the evaluation process was conducted in accordance with the established procedures of the Company and the applicable regulatory requirements. The evaluation outcomes and key aspects of the process are further detailed in the Corporate Governance Report forming part of this Annual Report.
Change in the Nature of Business
There is no change in the nature of business of the Company.
Details of Subsidiary, Associate, or Joint Venture Company
During the financial year under review, the Company continued to have its Joint Venture-cum-Subsidiary, VST Zetor Private Limited, its Wholly Owned Subsidiary, VST Americas Inc., and its step-down subsidiary, VST Fieldtrac LLC, incorporated in the United States of America. There has been no material change in the nature of business of the subsidiaries during the year under review. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the subsidiaries in Form AOC-1 is attached to the financial statements of the Company and forms part of this Annual Report as Annexure 7. During the financial year 2025-26, the subsidiary recorded a turnover of ?1,753.04 lakh, and the Company expects its performance to improve during the current financial year. The complete financial statements of the subsidiaries are available for inspection at the Registered Office of the Company and on the Companys website at https://www.vsttractors.com/investor/financials/?tab=vst-tab-btn-5.
Variation in Market Capitalisation
| Date | Paid-up Capital (?) | Closing Market Price per share | EPS | PE Ratio | Market Capitalization (? in Crores) |
| 31.03.2025 | 8,643,3580 | 3879.00 | 109.33 | 35.47 | 3836.61 |
| 31.03.2026 | 8,652,7540 | 4804.00 | 122.63 | 39.17 | 4155.46 |
| Increase/Decrease | 93960 | 925 | 13.31 | 3.73 | 18.85% |
| Increase/Decrease % | 0.10 | 23.81 | 2.17 | 10.43 | 8.3 |
No issue of shares during the year (Due to allotment of ESOP)
Data Source: BSE Ltd.
Significant and Material Orders
There is no significant material orders passed by any Regulators/Courts which would impact on the going-concern status of the Company and its future operations.
Employee Stock Options / Restricted Stock Units (RSUs)
The Company provides share-based benefits to eligible employees with the objective of attracting and retaining talent, fostering long-term commitment and association with the Company, and aligning the interests of employees with the sustained growth, performance and long-term objectives of the Company.
The Companys ESOP - Restricted Stock Unit Plan 2024 ("RSU Plan") sets out the terms and conditions governing the grant, vesting and exercise of Restricted Stock Units to eligible employees. The complete RSU Plan is available on the Companys website at ESOP - Restricted Stock Unit Plan 2024.
During the financial year under review, the 9,396 RSUs were vested in the eligible employees on February 26, 2026.
The vested RSUs were subsequently exercised by the respective grantees on March 29, 2026, upon submission of the requisite exercise applications to the Company along with the applicable exercise consideration. The shares corresponding to the vested and exercised RSUs were allotted to the respective grantees in accordance with the terms of the RSU Plan.
Annual Return
The draft Annual Return for FY 2025-26 is available on the Companys website i.e. https://www.vsttractors.com/investor/disclosure/?tab=v-pills-disclosure14-tab
Listing on Stock Exchange
The Companys shares are listed at BSE & NSE.
Secretarial Standards
The Company has complied with Secretarial Standards issued by the ICSI on Meetings of the Board of Directors, General Meetings, and voluntarily the Secretarial Standards on Dividend and Report of the Board of Directors issued by the Institute of Company Secretaries of India (ICSI).
Business Responsibility and Sustainability Reporting
A Business Responsibility and Sustainability Report ("BRSR") describing the initiatives taken by the Company from an environment, social and governance perspective, as required in terms of the provisions of Regulation 34(2)(f) of SEBI Regulations, 2015, separately forms a part of the Annual Report of the Company.
Prevention of Insider Trading
The Company has adopted a comprehensive Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, in accordance with the applicable provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
The Codes provide a framework for regulating trading in securities by Designated Persons, monitoring compliance and ensuring timely and fair disclosure of Unpublished Price Sensitive Information, thereby strengthening the Companys practices relating to prevention of insider trading.
The Company Secretary has been designated as the Compliance Officer and is responsible for monitoring compliance with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Codes adopted by the Company.
The Codes are available on the Companys website at Code of Conduct and Insider Trading Policies.
Disclosure of Certain Type of Agreements Binding the Listed Entity
Pursuant to the Regulation 30A(2) of SEBI Listing Regulations there are no agreements entered into by the Company which, either directly or indirectly impact on the management or control of the Company or imposing any restrictions or creating any liability upon the Company.
Investor Education and Protection Fund
During FY 2025-26, the Company transferred ?28,72,774/- towards unpaid and unclaimed dividend to the Investor Education and Protection Fund ("IEPF"), in accordance with the applicable provisions of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time.
Further, during the financial year, 1361 Nos equity shares in respect of which dividend remained unpaid or unclaimed for the prescribed period were transferred to the IEPF Authority, in accordance with the applicable provisions of the Act and the IEPF Rules. Any benefits arising in respect of such shares, including dividend, are required to be transferred to the IEPF. Accordingly, the dividend relating to the shares so transferred was also transferred to the IEPF.
The details of the unpaid and unclaimed dividend and shares transferred to the IEPF during the financial year are available on the Companys website at IEPF Disclosures.
Mr. Chinmaya Khatua, Company Secretary has been appointed as the Nodal Officer of the Company for the purposes of the IEPF Rules and for facilitating compliance with the applicable provisions relating to the IEPF.
The details of unclaimed dividends & shares summary as on 31/03/2026 are given below:
| Sl. Nos. Years | Total No. of Shareholders | Unclaimed Dividend Amount (?) | No. of Corresponding Shares | Due Date of Transfer To IEPF |
| 1 2018-19 Final | 2295 | 59365.00 | 37291 | 10-10-2026 |
| 2 2019-20 INTERIM | 2615 | 72475.00 | 38165 | 21-05-2027 |
| 3 2020-21 FINAL | 2195 | 81480.00 | 33797 | 28-10-2028 |
| 4 2021-22 FINAL | 1945 | 13817.00 | 30082 | 21-10-2029 |
| 5 2022-23 FINAL | 2125 | 77766.00 | 27268 | 10-11-2030 |
| 6 2023-24 FINAL | 3771 | 061773.00 | 61358 | 21-10-2031 |
| 7 2024-25 FINAL | 3369 | 73344.00 | 53219 | 17-10-2032 |
Total |
18284 |
840020.00 |
281180 |
Details of Nodal Officer:
Name: Mr. Chinmaya Khatua [Company Secretary & Compliance Officer]
Email: investors@vsttractors.com
Phone: 080-67141111
Cautionary Statement
Statements contained in the Boards Report and the Management Discussion & Analysis Report that describe the Companys objectives, expectations, projections, estimates or forecasts may constitute forward-looking statements within the meaning of applicable laws and regulations.
These statements are based on certain assumptions, expectations and estimates as on the date of this Report and are subject to various risks, uncertainties and other factors. Accordingly, actual results, performance or achievements may differ materially from those expressed or implied in such forward-looking statements. The Company assumes no obligation to publicly update or revise any forward-looking statements, except as may be required under applicable laws and regulations.
Other Disclosure
Maternity Benefits
The Company is committed to fostering an inclusive and supportive workplace and to providing appropriate support to women employees throughout their maternity journey. The Company provides maternity benefits, including maternity leave, in accordance with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time.
As part of its employee well-being initiatives, the Company also provides a range of support measures, including health awareness programmes and medical insurance coverage. These initiatives are aimed at supporting the health and well-being of women employees and enabling them to effectively balance their personal and professional responsibilities while maintaining a supportive and conducive work environment.
Health and Life Insurance
The Company is committed to safeguarding the health, well-being and financial security of its employees and their families. As part of its employee welfare initiatives, the Company provides eligible employees with health, personal accident and term life insurance coverage, in accordance with the applicable policies and terms.
These benefits are intended to facilitate access to quality healthcare and provide financial protection and security to employees and their families in the event of medical emergencies, accidents or other unforeseen circumstances.
Affirmations
a. The details of the difference between the amount of the valuation done at the time
of one-time settlement and the valuation done while taking loans from the Banks or
Financial Institutions along with the reasons thereof: Nil
b. There were no proceedings either filed by or against the Company pending under the
Insolvency and Bankruptcy Code, 2016 before the NCLT or any other Court.
Acknowledgements
The Directors place on record their sincere appreciation and gratitude to the Companys valued customers, vendors, dealers, investors, business associates and bankers for their continued trust, confidence, support and cooperation during the year under review.
The Board also acknowledges and appreciates the valuable contribution made by the employees across all levels of the organisation. Their commitment, dedication, resilience and teamwork have been instrumental in enabling the Company to navigate challenges, strengthen its operations and sustain its growth and performance during the year.
The Directors further express their sincere appreciation for the continued support, cooperation and guidance extended by various Government authorities and agencies and look forward to receiving their continued support in the years ahead.
The Board also places on record its deep gratitude to the Companys valued shareholders for their continued confidence, trust and unwavering support.
| For V.S.T. TILLERS TRACTORS LTD. |
| Date: August 13, 2026 |
| Place: Bengaluru |
| Arun V. Surendra |
| Chairman |
| DIN: 01617103 |
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