Annual Report for FY 2025-26

Dt.03.09.2026 The Listing Department BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001 Subject: Submission of Annual Report for the Financial Year 2025-26 pursuant to Regulation 34(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Ref.: VMS Industries Limited – Scrip Code: 533427 Dear Sir/Madam, Pursuant to Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby submit the Annual Report of VMS Industries Limited for the Financial Year 2025-26. The Annual Report contains, inter alia: 1. Notice of the 34th Annual General Meeting; 2. Board’s Report along with applicable annexures; 3. Corporate Governance Report; 4. Management Discussion and Analysis Report; 5. Independent Auditor’s Report for the financial year ended 31st March, 2026; 6. Secretarial Audit Report and other applicable certificates/reports; and 7. Other statutory disclosures and information as required under applicable laws and regulations. The 34th Annual General Meeting of the Company is scheduled to be held on Monday, 28th September, 2026 at 3:00 P.M. through Video Conferencing/Other Audio-Visual Means (VC/OAVM). The Annual Report will also be made available on the website of the Company for access by the shareholders and other stakeholders via link https://www.vmsil.in/uploads/2/8/8/8/28880383/vms_ar_25-26.pdf You are requested to kindly take the above submission on record. Thanking you, Yours faithfully, For VMS Industries Limited Hemal Pankajkumar Patel Company Secretary & Compliance Officer Membership No.: 24693 Encl.: Annual Report for the Financial Year 2025-26 ANNUAL REPORT 2 0 2 5 - 2 6 CORPORATE INFORMATION (01.04.2025-31.03.2026) BOARD OF DIRECTORS: 1. Mr. Manojkumar Jain Managing Director 2. Mrs. Sangeeta Jain Whole Time Director 3. Mr. Vinod Rana Independent Director 4. Ms. Dhwani Nagar Independent Director 5. Ms. Khyati Shah Independent Director KEY MANAGERIAL PERSONNEL: 1. Mr. Manojkumar Jain Managing Director 2. Mr. Amit Mandalia Chief Financial Officer 3. Mr. Hemal Patel Company Secretary and Compliance Officer AUDIT COMMITTEE: Name of the Director Designation STATUTORY AUDITORS Mr. Vinod Rana Chairman S N Shah & Associates Chartered Accountants, Ahmedabad Ms. Dhwani Nagar Member Ms. Khyati Shah Member COST AUDITORS Mr. Manojkumar Jain Member M/s. Anuj Aggarwal & Co., Cost Accountants, Ahmedabad NOMINATION & REMUNERATION COMMITTEE: INTERNAL AUDITORS Name of the Director Designation M/s. N R Kalal & Associates, Ms. Dhwani Nagar Chairman Chartered Accountants, Ahmedabad Ms. Khyati Shah Member Mr. Vinod Rana Member SECRETARIAL AUDITORS M/s. Umesh Ved & Associates, STAKEHOLDER RELATIONSHIP COMMITTEE: Company Secretaries, Ahmedabad Name of the Director Designation Ms. Khyati Shah Chairman REGISTERED OFFICE: Ms. Dhwani Nagar Member 808-C Pinnacle Business Park, Corporate Road, Prahladangar, Mr. Sangeeta Jain Member Ahmedabad-380015 CORPORATE IDENTITY NUMBER: L74140GJ1991PLC016714 CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: WEBSITE: www.vmsil.in Name of the Director Designation EMAIL: info@vmsil.in, cs@vmsil.in Mr. Manojkumar Jain Chairman Ms. Dhwani Nagar Member Mrs. Sangeeta Jain Member KEY CONTACT PERSON Mr. Hemal Patel Company Secretary Email: cs@vmsil.in, info@vmsil.in Contents Page No. BANKERS 1. Notice of AGM 02 Bank of Baroda, SME Branch, Ahmedabad 2. Directors’ Rerport 09 Axis Bank, Panchvati Branch, Ahmedabad 3. Independent Auditors’ Report 44 4. Balance Sheet 54 5. Statement of Profit & Loss 55 6. Cash Flow Statement 57 7. Notes Forming Part of the Accounts 59 ANNUAL REPORT 2025-2026 1 NOTICE OF THE 34TH ANNUAL GENERAL MEETING Notice is hereby given that the 34th Annual General Meeting (“AGM”) of the Members of VMS Industries Limited (“the Company”) will be held on Monday, 28th September, 2026 at 3:00 P.M. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), without the physical presence of Members at a common venue, to transact the following businesses: The deemed venue for the AGM shall be the Registered Office of the Company at 808/C, Pinnacle Business Park, Corporate Road, Prahladnagar, Ahmedabad – 380015, Gujarat, India. ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2026, together with the Reports of the Board of Directors and the Auditors thereon. 2. To appoint Mrs. Sangeeta Jain (DIN: 00125273), Whole-time Director of the Company, who retires by rotation and, being eligible, offers herself for re-election. 3. To consider and, if thought fit, to re-appoint M/s S N SHAH & Associates (Firm Registration No. 109782W), Chartered Accountants, as Statutory Auditors of the Company and to fix their remuneration, and in this regard to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules made thereunder, as amended from time to time, and subject to such approvals as may be required, M/s S N SHAH & Associates (Firm Registration No. 109782W), Chartered Accountants, be and are hereby re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 34th Annual General Meeting until the conclusion of the 35th Annual General Meeting of the Company, at such remuneration plus applicable Goods and Services Tax, reimbursement of out-of-pocket, travelling and other expenses as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors.” SPECIAL BUSINESS 4. To consider and approve Related Party Transactions with M/s Aditya Ultra Steel Limited (“AUSL”) and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014, Regulation 23 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, and subject to such approvals, consents, permissions and sanctions of any authorities as may be necessary, consent of the Members be and is hereby accorded to the Board of Directors of the Company to enter into related party transaction(s), including material related party transaction(s), with M/s Aditya Ultra Steel Limited (“AUSL”), for sale, purchase, transfer or receipt of products, goods, materials, assets and/or services, for an aggregate value not exceeding Rs. 100 crore (Rupees One Hundred Crore only) during the financial year 2026-27 and thereafter, subject to the applicable statutory and regulatory limits and approvals, on such terms and conditions as may be mutually agreed between the Company and AUSL and on an arm’s length basis and in the ordinary course of business, wherever applicable.” “RESOLVED FURTHER THAT the Board of Directors or the Managing Director of the Company be and is hereby authorised to determine the nature, value, terms and conditions of the products, goods, materials, assets and/or services to be transacted with AUSL within the aforesaid overall limit, subject to applicable law.” “RESOLVED FURTHER THAT Mr. Manojkumar Jain (DIN: 02190018), Managing Director of the Company, and/or the Company Secretary be and are hereby severally authorised to settle any question, difficulty or doubt that may arise in giving effect to this resolution and to do all such acts, deeds, matters and things as may be necessary or expedient for the purpose of giving effect to this resolution.” “RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers conferred upon it by or under this Resolution to any Committee of Dire [Showing first 8,000 characters — download PDF for full document]