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
|
The Board of Directors presents the 57th 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 Company's financial performance for the year ended March 31,2025, is summarized below:
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. 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 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 10th September 2025, if approved by the members at the 57th 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 38th 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 49th CII National level Kaizen Competition (June 2024) - Mysuru Plant
Won award for Best Theme Category in 38th CII Karnataka State level Quality Circle Competition (August 2024) - Mysuru Plant.
Won award for Best Use of Tool in 38th 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 57th 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 53rd 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 58th 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 57th 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
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 (Due to allotment of ESOP)
|
1
|
-
|
-
|
-
|
-
|
ANNUAL RETURN
The draft Annual Return for FY 2024-25 is available on the Company's website i.e. https://www.vsttractors.com/in/ investor/disclosure/?tab=v-pills-disclosure14-tab
LISTING ON STOCK EXCHANGE
The Company's shares are listed at BSE & NSE.
SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by the ICSI on Meetings of the Board of Directors, General Meetings, and voluntarily the Secretarial Standards on Dividend and Report of the Board of Directors issued by the Institute of Company Secretaries of India (ICSI).
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 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
|
Tota
|
|
|
3,830
|
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:
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 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
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