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 Company's 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:

Statement of Fund Utilization of IPO Proceeds as of 31.03.2025

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 Company's 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:

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 Company's 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

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 2024¬
25, 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

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

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;

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:

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

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:

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:

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

ii. The median remuneration of employees of the Company during the financial year was ' 25,000/- 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

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 Company's 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 Company's 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 Company's 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