FINANCIAL PERFORMANCE/ STATE OF COMPANY

AFFAIRS

Overview of Company's 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 Company's 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 company's
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 Company's 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. 03^rd 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 Company's Dividend Distribution Policy to pay sustainable
dividend linked to long-term growth objectives of the
Company to be met by internal cash accruals. The Dividend
will be disbursed on or after 10^th 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 the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations") is available on the Company's website at
https://www.vsttractors.com/in/sites/default/files/2021-08/
Dividend Distribution Policy.pdf

QUALITY INITIATIVES

To achieve Operational Excellence, it's 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 No's 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.

Won award " Machinist Super shopfloor of the Year 2024
Category" 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
effective from August 13, 2024 after completion of second
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 Officer
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
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

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 SEBI
Listing Regulations, a report on Corporate Governance and
the Certificate from the Statutory Auditors of the Company
confirming compliance with the conditions of Corporate
Governance 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.

DIRECTOR'S 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;

(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;

(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 Company's internal financial
controls were adequate and effective during FY 2024-25.

AUDITORS & AUDITOR'S 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 Auditor's 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 auditor's
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 Internal
Auditors 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
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 the FY 2024-25. The Secretarial Audit Report
is enclosed herewith as Annexure-4 to the Board's 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 year 2025-26 to the financial year 2029-30.

The Secretarial Audit certificate on the implementation of
share-based scheme in accordance with SEBI (Share Based
Employee Benefits and Sweat Equity) Regulation, 2021 is
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 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 Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
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
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, 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 anc
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 ol
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 o
Director, Key Managerial Personnel and Senior Management
Board diversity, remuneration to Directors, Key Manageria
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 or
the committee, please refer to the report on Corporate
Governance.

VIGIL MECHANISM CUM-WHISTLE BLOWER POLICY

The Company has formulated the Whistleblower Policy ir
line with the mandated regulatory requirements of Section
177(9) of the Companies Act, 2013 and Regulation 22 ol
Listing Regulations, which mandates listed companies tc
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 anc
employees are duly sensitized about mechanisms and
guidelines for direct access to the Chairman of the Audi
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 financia
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 financial year meets the criteria of
an arm's 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 financial position
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 and ensuring its effectiveness.
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 Company's 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
Company's 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 Company's 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
Board's 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 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 Company's 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 of the subsidiary Company
is available at https://www.vsttractors.com/in/investor/
financials/?tab=vst-tab-btn-5

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 the
Company is available at https://www.vsttractors.com/in/
wp-content/uploads/2024/08/ESOP-PLAN.pdf.

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

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 Company's 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 Investor
Education 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 Company's 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:

DETAILS OF NODAL OFFICER:

Name: Mr. Chinmaya Khatua [Company Secretary &
Compliance Officer]

Email: investors@vsttractors.com
Phone: 080-67141111

CAUTIONARY STATEMENT

Statements in the Board's Report and the Management
Discussion & Analysis Report describing the Company's
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, creche
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 the
Company 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