VST Tillers Tractors Ltd Directors Report

Dear Members,

The Board of Directors presents the 57^th Annual Report of the Company ("the Company" or "VST"), along with the audited financial statements, for the financial year ended March 31, 2025. 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, 2025, is summarized below:

Amount (in Lakhs) except EPS

Particulars	Standalone		Consolidated
	For the F.Y 2024-25	For the F.Y 2023-24	For the F.Y 2024-25	For the F.Y 2023-24
Operating Income	99,455	96,805	99,455	96,805
Non-Operating Income	3,831	6,058	3,831	6,058
Total Income	1,03,286	1,02,863	1,03,286	1,02,863
Finance Cost	196	215	196	215
Depreciation	2,548	2,701	2,548	2,701
Total Expenses	91,091	87,302	91,091	87,302
Exceptional Item	-	-	-	-
Profit Before Tax	12,195	15,561	12,046	15,516
Tax	2,749	3,410	2,749	3,410
Profit After Tax	9,446	12,151	9,297	12,107
Other Comprehensive Income	(24)	(55)	(24)	(55)
Total Comprehensive Income	9,422	12,096	9,273	12,051
Earnings Per Share (Basic) (Amount in )	109.33	140.64	107.60	140.13
Earnings Per Share (Diluted) (Amount in )	109.16	140.62	107.43	140.10

FINANCIAL PERFORMANCE/ STATE OF COMPANY AFFAIRS

Overview of Companys Financial Performance on a Standalone basis:

Revenue from Operations of the Company stood at 99,455 Lakhs as against 96,805 Lakhs for the previous year, registering a growth of 2.74% in the revenue.

Opr. EBITDA of the Company stood at 11,109 Lakhs as against 12,419 Lakhs for the previous year. Profit after Tax (PAT) of the Company stood at 9,446 Lakhs as against 12,151 Lakhs.

Overview of Companys Financial Performance on a Consolidated basis:

Revenue from Operations of the Company stood at 99,455 Lakhs as against 96,805 Lakhs for the previous year, registering a growth of 2.74% in the revenue.

Opr. EBITDA of the Company stood at 11,109 Lakhs Lakhs as against 12,419 Lakhs for the previous year.

Profit after Tax (PAT) of the Company stood at 9,297 Lakhs as against 12,107 Lakhs.

The operational EBITDA has experienced a decline of approximately 13 crores, primarily attributable to a strategic increase in expenditures aimed at supporting the companys long-term growth objectives. These additional costs were incurred as part of our forward-looking investments in strengthening research and development (R&D) capabilities and scaling up our product development infrastructure. Specifically, during the previous financial year, we undertook significant resourcing initiatives, such as talent acquisition, infrastructure enhancement, and technology upgrades, intended to build a robust foundation for future operations.

While these investments have impacted short-term profitability, they are expected to yield substantial value in the medium to long term by accelerating innovation and enhancing our ability to deliver differentiated products to the market.

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, 2025, 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 Companys performance, your directors are pleased to recommend, for the approval of the members, Dividend of 20/- per equity share of face value of 10/- each (i.e.200%) payable to those members whose names appear in the Register of Members as on the Record Date. i.e. 03rd September 2025. The dividend payout is subject to the approval of Members at the ensuing Annual General Meeting (AGM).

The dividend payout for the period under review has been formulated in accordance with shareholders aspirations and the Companys Dividend Distribution Policy to pay sustainable dividend linked to long-term growth objectives of the from August 13, 2024 after Company to be met by internal cash accruals. The Dividend will be disbursed on or after 10th September 2025, if approved by the members at the 57^th AGM. The total outflow will be around 17.28 Crores (Approx). The Dividend Distribution Policy, in terms of Regulation 43A of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBIListing Regulations") is available on the Companys website at https://www.vsttractors.com/in/sites/default/files/2021-08/Dividend_Distribution_Policy.pdf

QUALITY INITIATIVES

To achieve Operational Excellence, its essential to maintain an ongoing focus on future preparedness. This approach not only allows for a realistic assessment of the current state of excellence but also offers valuable insights into what steps are needed to align with industry leaders. Below are some of the key Quality Achievements:

Total Quality Management:

Implemented Kaizens 2656 Nos reported in FY25 Won award for Best Visual Category in 38^th CII Karnataka State level Quality Circle Competition (August 2024) Hosur Plant.Won award " Manufacturing Excellence Category" in Machinist Super shopfloor awards (June 2024) Organized by Times Group - Mysuru Plant.Wonaward"MachinistSupershopfloorof the Year 2024Category" in Machinist Super shopfloor awards (June 2024) Organized by Times Group - Mysuru Plant.

Won Gold Award in 49^th CII National level Kaizen Competition (June 2024) Mysuru Plant

Won award for Best Theme Category in 38^th CII Karnataka State level Quality Circle Competition (August 2024) Mysuru Plant.

Won award for Best Use of Tool in 38^th CII Karnataka State level Quality Circle Competition (August 2024) Hosur Plant. Training Provided on Integrated Management system to 21 employees Aug-2024.

QUALITY MANAGEMENT SYSTEM:

All VST Plants successfully got IMS Certification (Nov 2024) QMS ISO 9001:2015 EMS ISO 14001: 2015 H&S ISO 45001: 2018

DETAILS OF DIRECTORS AND KMP APPOINTMENT/ REAPPOINTMENT RETIREMENT OF INDEPENDENT DIRECTORS

Mr. Moloy Kumar Bannerjee (DIN: 00219178) and Mr. Kashinath Martu Pai (DIN: 01171860) have retired from the position of Independent Director of the Company completion of second effective term. The Board recorded its appreciation, expressed their gratitude and acknowledgment of their contributions to the Company.

RE-APPOINTMENT/DIRECTOR LIABLE TO RETIRE BY ROTATION

Mr. Arun V. Surendra (DIN: 01617103) 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 57^th Annual General Meeting of the Company scheduled to be held on September 10, 2025.

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 2024-25.

Mr. V.T. Ravindra	: Managing Director
Mr. Antony Cherukara	: Chief Executive
Mr. Nitin Agrawal	: Chief Financial Officer
Mr. Chinmaya Khatua	: Company Secretary

SHARE CAPITAL

During the year under review there was no change in the authorized capital of the Company. However, the subscribed care and paid-up share capital of the Company increased from 86,39,528 number of equity shares @ 10/- per equity share amounting to 8,63,95,280/- to 86,43,358 number of equity shares @ 10/- per equity share amounting to 8,64,33,580/-.

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" or "the Plan").

CREDIT RATING effectively; 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 is committed in maintaining the highest standards of corporate governance and adherence to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI) and the Companies Act, 2013. The Company strives to achieve fairness for all stakeholders and to enhance long-term value to Shareholders. In compliance with Regulation 34 of the SEBIListing Regulations, a report on Corporate Governance and the Certificate confirming compliance with the conditions of CorporateGovernance are attached to the report on Corporate Governance which forms part of this Annual Report. Compliance reports in respect of all laws applicable to the Company have been reviewed by the Board of Directors.

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, 2025, 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 31,2025 and of the profit and loss of the company for that period;sufficienthad been taken for (c) Thatproperand 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

(f) 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 2024-25.

AUDITORS & AUDITORS REPORT

Pursuant to the provisions of Section 139 of the Act read with rules thereunder, the shareholders of the Company at the 53^rd Annual General Meeting ("AGM") held during FY 2020-21 had re-appointed M/s. K.S. Rao & Co, Chartered Accountants (Firm Regd. No. 003109S), as Statutory Auditors of the Company for a for a second term of five financial years to hold office up to the conclusion of the 58^th Annual General Meeting of the Company to be held in 2026.

The Auditors Report for the financial year ended March 31, 2025, 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 2024-25.

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 Section 148 of the Companies Act, read with the Companies (Cost Records and Audit) Rules, 2014 (as amended), your Company is required to maintain the cost records and the said cost records are required to be audited. The Company maintains all the aforesaid cost records.

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 Cost Auditors of the Company for FY 2024 25. The remuneration payable to the Cost Auditors for FY 2025-26 is subject to ratification by the members at the ensuing 57^th Annual General Meeting ("AGM"), and the same is included in 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 Accountant (ICAI Firm Registration No: 000515S) as InternalAuditors of the Company to conduct the internal audit of your Company for the financial year 2024-25.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rules made there under, the Board organizational structure 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 Company for the FY 2024-25. The Secretarial Audit Report is enclosed herewith as Annexure-4 to the Boards Report which forms the part of this Integrated Annual Report.

In accordance with the recent amendments to the Listing Regulations, the Board has recommended to the members for their approval, appointment of M/s Thirupal Gorige & Associates LLP, Practising Company Secretaries (FCS:6680, CP No:6424), as the Secretarial Auditors of the Company, for a term of 5 (five) consecutive financial years commencing from the financial year2025-30.

The Secretarial Audit certificate on the implementation of share-based scheme in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulation, 2021 enclosed herewith as Annexure-4.

AUDITORS QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER

There were no qualifications, reservations or adverse remarks or disclaimers from Statutory Auditors & Secretarial Auditors and the comments (if any) given by the Statutory & Secretarial Auditors 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 is 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 placeawell-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 Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, -26to thefinancialyear2029 2013, VST is committed to fostering a safe, respectful and a harassment-free workplace environment. VST strongly believes in gender neutrality and encourages hiring resources from all genders, ensuring we create an environment free of any form of discrimination and harassment.

During the financial year ended March 31, 2025, 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, 2025, nor has there been any default in repayment of deposits or payment of interest thereon during the year.

INDUSTRIAL RELATION

Throughout the year under review, the company successfully fostered and upheld positive and collaborative industrial relations across all its manufacturing facilities in Malur,

Hosur, and Mysore. By prioritizing open communication and mutual respect, the company ensured a harmonious working environment, promoting a culture of trust and cooperation between management and employees. This commitment to strong industrial relations played a key role in maintaining smooth operations and productivity at each of these locations.

As of March 31, 2025, the company employed a total of 809 permanent staff across all manufacturing locations.

SAFETY, HEALTH AND ENVIRONMENT

The organization places the highest priority on ensuring a safe, healthy, and environmentally responsible workplace. Our Safety, Health and Environment management system is designed to comply with statutory requirements, industry best practices, and the principles of sustainable development.

Safety: Comprehensive safety procedures are implemented across all operations, supported by risk assessments, work permit systems, and regular safety audits. Employees are trained through periodic safety drills, toolbox talks, and hazard awareness programs to foster a strong safety culture.

Health: Occupational health programs focus on preventive healthcare, periodic medical examinations, and ergonomics to safeguard employee well-being. First-aid facilities, emergency response teams, and health awareness initiatives are maintained on-site.

Environment: The company actively monitors and minimizes environmental impacts through waste reduction, pollution control measures, and efficient resource utilization.

Initiatives include emission monitoring, water conservation, and adherence to environmental regulations.

Ensure contribution to the environment with plantation drive across the units and planting more than 400 saplings, and providing a sapling during a employee birthday

INFORMATION TECHNOLOGY

Your company ensures that digital advancements are allharnessed effectively 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, 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 Company have formed various Committees, as per the provisions of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as a part of the best corporate governance practices, the terms of reference and the constitution of these Committees is in compliance with the applicable laws and to ensure focused attention on business and for better governance and accountability. The Committees constituted are as below: a) Audit Committee; b) Nomination, Compensation and Remuneration Committee; c) Stakeholders Relationship Committee; d) Corporate Social Responsibility Committee; and e) Risk Management Committee. Details of the composition, terms of reference, and meetings 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 accounting and/or financial management knowledge and expertise.

The Company Secretary of the Company is the Secretary of the Committee. In pursuance of the SEBI Listing Regulations, members of the audit committee who are Independent Directors shall approve the related party transactions.

Details of the composition, roles and responsibilities, particulars of meeting and attendance thereat are mentioned in the Corporate Governance Report.

NOMINATION COMPENSATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Policy, inter-alia, provides for criteria and qualifications for appointments Director, Key Managerial Personnel and Senior Management, Board diversity, remuneration to Directors, Key Managerial Personnel, etc. The policy can be accessed at the following link: https://www.vsttractors.com/in/sites/default/files/2019-04/ Nomination_Renumeration_policy.pdf. For more details on the committee, please refer to the report on Corporate Governance.

VIGIL MECHANISM CUM-WHISTLE BLOWER POLICY

The Company has formulated the Whistleblower Policy in line with the mandated regulatory requirements of Section 177(9) of the Companies Act, 2013 and Regulation 22 ofListing Regulations, which mandates listed companies to establish a "vigil mechanism" for reporting genuine concerns.

The forum is predominantly for the receipt, retention and treatment of complaints regarding matters of probable discrepancies in accounting, internal accounting controls or auditing, irregularities etc. The policy is available on the website of the Company at the link https://www.vsttractors. com/in/wp-content/uploads/2025/04/VIGIL_MECHANISM_ WHISTLE_BLOWER_POLICY.pdf

The Company has in place robust measures to safeguard whistle blowers against victimization. Directors and employees are duly sensitized about mechanisms and guidelines for direct access to the Chairman of the Audit Committee, in appropriate cases. Further, during FY 2024-25, the company has not received any complaints.

LOANS, GUARANTEE & INVESTMENT

The Company has made investment during the FY 2024-25. 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 2024-25.

RELATED PARTY TRANSACTIONS

We ensure that all the transactions that are entered into with related parties during the financialyear meets the criteria of an arms length price basis. There are no materially significant related party transactions made by the company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interests of the Company at large.

All Related Party Transactions were placed before the Audit Committee and Board for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of a foreseen and repetitive nature.

The transactions entered into pursuant to the omnibus approval so granted were audited and a statement giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their information and approval.

The Related Party Transaction details including the transaction(s) of the Company if any, with a person/entity belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required pursuant to para A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 forms part of the notes to the financial statements provided in this Annual Report. Please refer to the details in Annexure -5 for AOC-2 Form.

RELATED PARTY TRANSACTIONS POLICY

The policy on dealing with Related Party Transactions as approved by the Board can be accessed at 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 financialposition of the Company subsequent to the closure of FY25 till the date of this report.

RISK MANAGEMENT

The Board of Directors of the Company has a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.

The Committee is responsible for monitoring and reviewing the risk management plan andensuringitseffectiveness.

The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Company has a robust framework in place to effectively manage risks. The Risk Management Committee, which is constituted by the Board, is responsible for overseeing the Risk Management Framework. The Framework covers the Companys risk appetite statement, risk limits, risk dashboards, and early warning signals. The risk management framework works at various levels across the enterprise.

These levels form the strategic defense cover of the

Companys risk management. The Company has adopted a

Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the Listing Regulations.

The policy is available on the website of the Company at https://www.vsttractors.com/in/sites/default/files/2021-08/

RISK_MANAGEMENT_FRAMEWORK.pdf

The Risk Management Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companys enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial,credit, market, liquidity, security, IT, legal and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year, the Company undertook various Corporate Social Responsibility (CSR) initiatives with a focus on promoting education, supporting the fight against cancer addressing mental health issues such as stress, anxiety, and depression, empowering individuals with disabilities, facilitating the rehabilitation of the visually impaired, advancing wildlife conservation and fostering skill development.

The Company has formed CSR policy and CSR Committee as required by the Act and the details of the same are available on the Company website i.e. https://www.vsttractors.com/in/ wp-content/uploads/2025/04/CSR_POLICY.pdf.

During FY 2024-25 the Company has spent 2,21,84,543/- for towards CSR activities. The prescribed particulars, including details of the amount spent, unspent (if any), and related explanations, are provided in Annexure 3 to this

Boards Report, prepared in the format prescribed under the Companies (CSR Policy) Rules, 2014.

EVALUATION OF BOARD PERFORMANCE

In accordance with the provisions of Section 134(3)(p) and Section 178(2) of the Companies Act, 2013, and Regulation 17(10) of the SEBI (Listing Obligations and financials/?tab=vs Disclosure

Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors carried out an annual evaluation of its own performance, board committees, chairman and, individual directors. The evaluation process was facilitated by the Nomination, Compensation & Remuneration Committee, which laid down the evaluation criteria in line with the requirements prescribed under Schedule II, Part D of the

SEBI Listing Regulations. The process was conducted through a structured peer-evaluation methodology, excluding the

Director being evaluated.

As part of the process, The Board evaluated the performance of its committees and individual Directors.

The Independent Directors have evaluated the performance of the Non-Independent Directors, the Board as a whole, and the Chairman, taking into account the views of the Executive and Non-Executive Directors.

The evaluation was conducted as per the established procedure of the Company, and further details are provided 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.

The Company established a Joint Venture Cum Subsidiary

Company in the name of VST ZETOR PRIVATE LIMITED and also incorporated a Wholly Owned Subsidiary in the name of VST Americas Inc and stepped down subsidiary named as VST FIELDTRAC LLC in the United States.

There is no material change in the nature of the business of the subsidiaries. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company as Annexure-7. The Subsidiary Company has a turnover of 1,784.55 Lakhs for FY 2024-25. We expect performance will improve during the current financial year. The complete financial is available at https://www.vsttractors.com/in/investor/ t - tab-btn-5

VARIATION IN MARKET CAPITALISATION

Date	Paid-up Capital (in )	Closing Market Price per shares	EPS	PE Ratio	Market Capitalization (in Crores)
31.03.2024	8,63,95,280	3,248.90	140.64	23.09	2806.09
31.03.2025	8,64,33,580	3879.00	109.33	35.47	3836.61
Increase/Decrease	38,300	630.10	(31.31)	12.38	1030.52
% Increase/Decrease	0.004	19.39	(22.27)	53.61	36.72
No issue of shares during the year	1	-	-	-	-
(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 grants share-based benefits to eligible employees with a view to retaining talent, have long term commitment and association of employees for sustained growth, development and long-term interest of the Company. The complete ESOP- Restricted Stock Unit Plan 2024 of theCompany is available at https://www.vsttractors.com/in/ wp-content/uploads/2024/08/ESOP-PLAN.pdf.

The 1st tranche of the options (25%) was vested on 26th February 2025 and the same has been exercised by the following grantees on 03rd March 2025 by submitting the exercise application to the company along with application money, for the allotment of shares pursuant to the vested RSUs:

Sr. No. Name of Employee	Designation	No of equity shares allotted
1 Antony Cherukara	KMP-CEO	1500
2 Nitin Agrawal	KMP-CFO	810
3 Kodiganti Bheem Reddy	VP	800
4 Krishan Kumar Tiwari	VP	720
Total		3,830

ANNUAL RETURN

The draft Annual Return for FY 2024-25 is available on the Companys website i.e. https://www.vsttractors.com/in/ investor/disclosure/?tab=v-pills-disclosure14-tab

LISTING ON STOCK EXCHANGE

The Companys shares are listed at BSE & NSE.

SECRETARIAL STANDARDS of the subsidiary Company

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 Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and Code of practices & procedures for fair disclosure of Unpublished Price Sensitive Information, for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015, as amended from time to time.

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations.

The Code is displayed on the Companys website at https:// www.vsttractors.com/in/sites/default/files/policies/VTTL_ code_conduct_board_sr_mgmt.pdf

DISCLOSURE OF CERTAIN TYPE OF AGREEMENTS BINDING LISTED ENTITY

Pursuant to 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 the FY 2024-25, the Company has transfered 9,96,885/- unpaid and unclaimed dividend to InvestorEducation and Protection Fund (IEPF) and further transferred 7,408 Nos of shares to IEPF Authority as per IEPF Rules during the FY 2024-25. As per the said rule, any benefits such as dividend shall be transferred to IEPF with respect to shares transferred to IEPF and accordingly the dividend of the corresponding shares transferred to IEPF, has also been transferred to IEPF. The details of such Dividends and shares are available on the Companys website at https:// www.vsttractors.com/in/investor/disclosure/?tab=v-pills-disclosure5-tab. Mr. Chinmaya Khatua has been appointed as nodal officer under IEPF Rule.

The details of unclaimed dividends & shares summary as on 31/03/2025 are given below:

Sl. Nos.	Years	Total No. of Shareholders	Unclaimed Dividend Amount (In )	No. of Corresponding Shares	Due Date of Transfer To IEPF
1	2017-18 FINAL	257	2000700.00	40014	11-10-2025
2	2018-19 FINAL	253	584460.00	38964	10-10-2026
3	2019-20 INTERIM	283	605580.00	40372	21-05-2027
4	2020-21 FINAL	243	615975.00	35739	28-10-2028
5	2021-22 FINAL	209	531605.00	31162	21-10-2029
6	2022-23 FINAL	230	622776.00	29319	10-11-2030
7	2023-24 FINAL	392	1100751.00	63712	21-10-2031

DETAILS OF NODAL OFFICER:

Name: Mr. Chinmaya Khatua [Company Secretary & Compliance Officer] Email: investors@vsttractors.com Phone: 080-67141111

CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable laws and regulations.

Actual results may differ from those expressed in the statements.

OTHER DISCLOSURE MATERNITY BENEFITS

We are committed to supporting our women employees throughout their motherhood journey by offering maternity leave in accordance with the Maternity Benefit Act.

Our comprehensive wellness framework includes health awareness sessions, medical insurance coverage, cr?che facilities, etc. These initiatives are designed to help women balance their personal and professional responsibilities more effectively and with greater comfort.

HEALTH AND LIFE INSURANCE

Employees are provided with health, accident, and term life insurance coverage, ensuring access to quality medical care when needed and offering a sense of security and peace of mind during challenging times.

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 theCompany pending under the Insolvency and Bankruptcy Code, 2016 before the NCLT or any other Court.

ACKNOWLEDGEMENTS

The directors would like to extend their sincere gratitude towards customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We take the opportunity to express our sincere appreciation for the contribution made by the employees at all levels. Our resilience to meet challenges and the consistent growth of the Company was made possible by their hard work, solidarity, co-operation, and support. Your directors would like to express their sincere appreciation of the positive co-operation received from the government agencies for their support and look forward to their continued support in the future.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

	For V.S.T. TILLERS TRACTORS LTD.
	Arun V. Surendra
Date: August 11, 2025	Chairman
Place: Bengaluru	DIN: 01617103