Directors Report of Vibhor Steel Tubes Ltd.

Mar 31, 2025

Your Board of Directors present the 22nd Annual Report of Vibhor Steel Tubes Limited (the "Company" or "VSTL") along with the Audited
Standalone Financial Statements for the Financial Year ended March 31, 2025. A brief summary of Company''s performance is given below:

1. FINANCIAL RESULTS

The summary of the financial results of the Company for the year ended March 31, 2025, are as follows:

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from Operations	99,637.92	1,07,271.47
Other Income	188.30	166.33
Total Revenue	99,826.22	1,07,437.81
Operating Expenditure	95,978.09	1,02,391.76
Profit before Depreciation, Interest and Taxes	3,848.14	5,046.04
Finance Cost	1,120.46	1,807.24
Depreciation	1041.30	829.29
Profit Before Tax	1,686.38	2,409.52
Current Tax	509.84	652.77
Deferred Tax	(0.50)	(15.20)
Net Profit after Tax	1,177.04	1,771.94
Other Comprehensive Income	(1.16)	7.61
Total Comprehensive Income for the period	1,175.88	1,779.55
Earning per equity share (Face Value of ? 10 each)
Basic	6.21	9.34
Diluted	6.21	9.34

2. OPERATING RESULTS & BUSINESS PERFORMANCE

Your company is engaged in the business of Manufacturing of
Steel Products. During the year under review there was no
change in the business of the Company.

Your Company has earned net profit after tax of Rs. 1,177.04 Lakhs
for the financial year ended 31st March, 2025 as compared to a
net profit after tax of Rs. 1,771.94 Lakhs in the previous financial
year.

The Total Revenue from operations earned during the year is Rs.
99,826.22 lakh for the financial year ended 31st March, 2025 as
compared to revenue of Rs. 1,07,437.81 Lakhs in the previous
financial year.

During the financial year 2024-25 the company witnessed a
decline in revenue and profit primarily due to a significant drop in
steel prices in both domestic and international markets.

Although the company sold approximately the same quantity of
steel as the previous year, the decline in prices led to lower sales
turnover and a reduction in profit after tax (PAT). The softness in
prices impacted realizations, putting pressure on margins despite
stable production volumes.

To improve performance in the present Financial Year 2025-26,
the company is focusing on multiple strategic steps. These
include working towards price stabilization through better
contract management and value-added product offerings,
actively engaging with end-user industries to stimulate market
demand, and capitalizing on new opportunities from the recently
commissioned plant in Odisha. The Odisha plant is expected to
enhance capacity, reduce logistical costs, and provide access to
new regional markets, contributing to a stronger and more
resilient growth trajectory.

3. DIVIDEND

The Board of Directors of your Company has deemed it prudent

not to recommend any dividend for the Financial Year Ended 31st
March 2025 to retain the profits, in order to meet the requirements
of future growth.

Further, the Board of Directors of the Company have formulated a
Dividend Distribution Policy (''the Policy'') Pursuant to Regulation
43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(''SEBI LODR''), The Policy is available on the Company''s website:
https://www.vstlindia.com/upload dynamic content/Dividen
d%20Distribution%20Policv.pdf

4. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of
profit in the Profit & Loss Account. Accordingly the company has
not transferred to any amount to the reserve for the year ended
31st March 2025.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year 2024-25 under review, there was no
change in the nature of business of the company.

6. COMPLIANCE OF INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has followed Indian Accounting Standards (Ind AS)
in the preparation of the standalone financial statements of the
Company for the financial year ended March 31, 2025. The
Significant Accounting Policies which are consistently applied
have been set out in the notes to the financial statements.

7. CREDIT RATING

The Company enjoys a good reputation for its sound financial
management and the ability to meet its financial obligations.
During the Financial Year 2024-2025 the credit ratings of the
banking facilities of the company has been Re-affirmed/ Revised
as under.

Credit Rating Agency	Rated Instrument	Amount (Rs Crore)	Rating	Rating Action
CARE Ratings Limited	Long Term Bank Facilities	55.81 (Enhanced from 26.80)	CARE BBB; Stable	Re-affirmed; Outlook revised from Positive
CARE Ratings Limited	Long Term Bank Facilities	60.99 (Enhanced from 52.50)	CARE BBB; Stable/ CARE A3	Re-affirmed; Outlook revised from Positive
CARE Ratings Limited	Long Term Bank Facilities	155.00 (Reduced from 192.50)	CARE A3	Re-affirmed

The Rating is carried by CARE Ratings Limited. Rating letter is issued by
CARE Ratings Limited is uploaded on the website of the company at
https://www.vstlindia.com/corporate-announcements.php

8. SUBSIDIARY COMPANIES, ASSOCIATE COMPANIES AND
JOINT VENTURE

As of the end of the financial year, the Company does not have
any subsidiary companies, associate companies or joint
ventures. This status reflects the Company''s current strategic
focus and operational structure. Consequently, there are no
financial statements or performance metrics to report for
subsidiary, associate or joint venture entities. The Board
continues to evaluate potential opportunities for growth and
expansion, including the possibility of establishing or acquiring
subsidiary companies, associate companies and entering into
joint ventures, which will be pursued if they align with our
strategic objectives and offer value to our stakeholders.

The policy for determining material subsidiaries of the
Company is available on the Company''s website:
https://www.vstlindia.com/policies.php

9. SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance
with the provisions of all applicable Secretarial Standards issued
by the Institute of Company Secretaries of India and that such
systems are adequate and operating effectively.

10. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

During the year under review there was no proceeding
initiated/pending against the Company under the Insolvency and
Bankruptcy Code, 2016.

11. PUBLIC DEPOSITS

The Company does not have any outstanding deposits from
public.

Further, your Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013 ("the Act") and
the Companies (Acceptance of Deposits) Rules, 2014 during the
financial year 2024-25. Accordingly, there are no unclaimed or
unpaid deposits lying with the Company for the year under
review.

Hence the requirement for furnishing of details of deposits which
are not in compliance with Chapter V of the Act is not applicable.

12. CORPORATE GOVERNANCE REPORT

The Company remains dedicated to managing its operations with
the utmost diligence, transparency, responsibility, accountability,
and sustainability. We continuously strive to uphold the highest
standards of Corporate Governance.

The Board views itself as a steward of shareholder interests,
recognizing its duty to protect and enhance shareholder value.
We are committed to expanding our capacities as part of our
growth strategy.

Adhering to the highest levels of ethics and integrity in all
business activities is a core principle of the Company. We are
diligent in avoiding any conflicts of interest, ensuring that all
business dealings are conducted with transparency and
accountability.

To support these principles, the Company has established a
corporate structure that aligns with our business needs. We
maintain a high degree of transparency through regular
disclosures and robust control systems, ensuring stakeholders
are well-informed.

Your Company has taken adequate steps to ensure that all
mandatory provisions of Corporate Governance as prescribed
under the Listing Regulation are complied with. As per Regulation
34(3) Read with Schedule V of the Listing Regulations, a separate
section on corporate governance, together with a certificate from
the Practising Company Secretary on compliance of mandatory
requirements is given as an annexure to this report under
Annexure-V.

13. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the
Company during the Financial Year with related parties were in
the ordinary course of business and on an arm''s length basis.
During the year, the Company had not entered into any contract /
arrangement / transaction with related parties which could be
considered material in accordance with the policy of the
Company on materiality of related party transactions. Therefore
no information is required to be provided in form AOC-2 for the
year ended 31st March 2025.

All related party transactions are placed for the approval of the
Audit Committee and also before the Board and shareholders,
wherever required necessary, in compliance with the provisions
of the Act and SEBI (LODR) Regulations, 2015.

The Audit Committee has granted omnibus approval for related
party transactions as per the provisions of Regulation 23(3) of
SEBI (LODR) Regulations 2015.

Your directors draw attention of the members to Note 38 to the
Standalone Financial Statement which sets out related party
disclosures. The policy on Related Party Transactions as approved
by the Board can be accessed on the Company''s website at the
https://www.vstlindia.com/policies.php

14. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
(BRSR)

The Business Responsibility and Sustainability Report (BRSR) is
not applicable to the Company as it is not included in the top 1000
listed entities by market capitalization as on 31st March 2025.
While the formal requirements of BRSR do not apply, the
Company remains committed to maintaining high standards of
business responsibility and sustainability in its operations.

15. CORPORATE SOCIAL RESPONSIBILITY

We at VSTL aim to create economic value and to actively
contribute toward the development of a sustainable society by
taking up projects for the common good through responsible
business practices and good governance. In line with the
requirement of Section 135 of the Companies Act, 2013, read with
Companies (Corporate Social Responsibility) Rules 2014, the
Board of Directors have constituted a Corporate Social
Responsibility (CSR) Committee. The details of Committee and
the terms of reference are provided in corporate governance
report forming part of this report.

During the year under review the Company has spent ?25,31,000
(Rupees Twenty-Five lakhs Thirty One Thousand) on CSR
activities, Annual Report on CSR Activities as required under the
Companies (Corporate Social Responsibility Policy) Rules, 2014

has been appended as Annexure-I and forms an Integral part of
this report.

The Committee has formulated policy for CSR Activities
and is placed on the website of the Company at
https://www.vstlindia.com/policies.php

During the year under review two CSR Committee Meetings has
been conducted, the details of which is mentioned in Corporate
Governance Report forming part of this Report.

16. DIRECTORS'' RESPONSIBILTY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, in relation
to the Audited Financial Statements of the Company for the year
ended 31st March 2025, the Board of Directors, to the best of their
knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the Financial
Year ended March 31, 2025, the applicable accounting
standards had been followed and there has been no material
departure;

b) that the selected accounting policies were applied
consistently. Reasonable and prudent judgments and
estimates were made so as to give a true and fair view of the
state of affairs of the Company as at March 31, 2025 and of
the profit of the Company for the year ended on that date;

c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

d) that the Company had prepared the annual accounts on a
going concern basis;

e) the directors had laid down internal financial controls which
are followed by the Company and such internal financial
control are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and
such systems are adequate and were operating effectively.

17. SHARE CAPITAL
AUTHORISED SHARE CAPITAL

During the financial year 2024-25, there was no change in
Authorised share capital of the company.

The Company''s Authorised Share capital during the financial year
ended March 31, 2025, remained at ^20,00,00,000/- (Twenty
crore only) comprising 2,00,00,000 (Two Crore) equity shares of
?10/- each (Rupees Ten Only).

ISSUED & PAID-UP SHARE CAPITAL

During the financial year 2024-25, there was no change in Issue &
Paid up share capital of the company.

The Company''s paid-up equity share capital remained at
^18,96,24,430/- (Rupees Eighteen Crore Ninety-Six Lakhs
Twenty-Four Thousand Four Hundred and Thirty Only)
comprising 1,89,62,443 (One Crore Eighty-Nine Lakhs Sixty-Two
Thousand Four Hundred and Forty-Three) Equity Shares of ?10/-
each (Rupees Ten Only).

18. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board of Directors comprises of mix of Executive and NonÂ¬
Executive Directors including Women Directors with rich
industrial experience and expertise across a range of fields. In
terms of section 152(6) of the Companies Act, 2013 except
Independent Directors all other Directors liable to retire by
rotation.

At the ensuing Annual General Meeting of the Company Mrs.
Pratima Sandhir (DIN: 07756142) Whole-time Director and Mr.
Pankaj Kumar Rai (DIN: 08697130) Executive Director of the
Company, retire by rotation and being eligible offer themselves
for re-appointment.

Your Board of Directors after taking into consideration the
recommendation of the Nomination and Remuneration
Committee and given the vast experience and contribution made
by Smt. Vijay Laxmi Kaushik (DIN: 02249677) Whole-time
Director recommends the continuation of her appointment as
Whole-time Director of the Company on attaining the age of 70
Years pursuant to section 196(3) of the Companies Act, 2013 at
the ensuing Annual General Meeting.

Further the changes in details of Directors/Key Managerial
Personnel during the year are given below:

I. Changes in Board of Directors

â¢ The Members of the Company at the 21st Annual
General Meeting held on 26th September 2024,
considered and approved the continuation of Mr. Vijay
Kaushik (DIN: 02249672) as Chairman and Executive
Director of the Company on attaining the age of Seventy
(70) years pursuant to Section 196(3)(a) of the
Companies Act, 2013 read with other applicable
provisions, taking into account his long term experience
and the services being rendered by him to the
Company.

II. Changes in Key Managerial Personnel

â¢ As on date of signing this Report Mr. Lovkesh (Mem No.
A68975) has resigned from the office of Company
Secretary and Compliance Officer w.e.f. 24th June
2025. Further, Mrs. Pallavi Aggarwal (Mem No. A42227)
was appointed in the office of Company Secretary and
Compliance Officer w.e.f. 25th June 2025.

19. CONSTITUTION OF BOARD COMMITTEES

A detailed note on the Board and its Committees is provided in the
"Report on Corporate Governance" forming part of this Annual
Report. As on March 31, 2025, the Board has the following
standing Committees::

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

â¢ Risk Management Committee

â¢ Corporate Social Responsibility Committee

â¢ IPO Committee

These committees have been established to ensure effective
governance and oversight in their respective areas.

A detailed note on the composition of the Committees is provided
in the Corporate Governance Report that forms part of this
Report.

20. EVENTS SUBSEQUENT TO FINANCIAL STATEMENTS

PENALTY FOR NON-COMPLIANCE OF CERTAIN PROVISIONS
UNDER WATER (PREVENTION AND CONTROL OF POLLUTION)
ACT, 1974 AND AIR (PREVENTION AND CONTROL OF
POLLUTION) ACT, 1981

The Company has received an Intimation from HDFC Bank vide its
e-mail dated 3rd July 2025 IST 2.58 P.M. stating that Telangana
State Pollution Control Board (Regional Office - Hyderabad) have
issued an Unconditional Claim letter addressing the Bank for
forfeiting Entire Bank Guarantee of Rs. 2,00,000/- (Rupees Two
Lakhs Only) given as Bank Guarantee through HDFC Bank for

non-compliance of certain provisions of Water (Prevention and
Control of Pollution) Act, 1974 and Air (Prevention and Control of
Pollution) Act, 1981 such as acid spillage, spillages of furnace oil,
storing untreated effluents, not providing hazardous wastes
storing shed, storing the sludge in bags openly etc.

COMMENCEMENT OF COMMERCIAL PRODUCTION AT 3rd GI
PLANT AT ODISHA

The Company has commenced commercial production at the
new Galvanizing Iron (GI) manufacturing (Unit-III) at Odisha
located at Village Podbahal under Sardar Sundargarh Tahsil in the
district of Sundargarh on June 24, 2025. With the commissioning
of this new facility, VSTL''s total production capacity will be
increased to 377,000 MTPA. The new manufacturing facility
marks a significant milestone in the company''s ongoing
expansion and commitment to quality and timely delivery.

21. DECLARATION BY INDEPENDENT DIRECTOR(S)

In accordance with the Section 149(7) of the Act, the Independent
Directors has given a written declaration to the Company at the
first meeting of the Board of Directors for the Financial Year 2024Â¬
2025 confirming that they meet the criteria of independence as
mentioned under Section 149(6) of the Companies Act, 2013 and
Regulation 16(1) (b) of the SEBI LODR Regulations and there has
been no change in the circumstances which may affect their
status as an independent director during the year.

The Independent Directors have complied with the Code for
Independent Directors prescribed in Schedule IV to the
Companies Act, 2013 along with code of conduct for all members
of board in terms of Regulation 17(5) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

During the year under review, there we no change in the
constitution of Independent Directors.

22. STATEMENT REGARDING INTEGRITY, EXPERTISE AND
EXPERIENCE OF INDEPENDENT DIRECTORS

In the opinion of the Board the Independent Directors possess
excellent rating in respect of clear sense of value and integrity
and have requisite expertise and experience in their respective
fields.

Further, in terms of Section 150 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as
amended, the Independent Directors of the Company have
included their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs.

23. BOARD MEETINGS

Five meetings of the Board were held during the year under
review. The time gap between two meetings was less than 120
days.

The Meeting details are provided in the Corporate Governance
Report that forms part of this Report.

24. ANNUAL EVALAUTION OF DIRECTORS, COMMITTEE AND THE
BOARD

Your Company believes that the process of performance at Board
level is pivotal to Board engagement and effectiveness. The
Policy and criteria for Board Evaluation is duly approved by
Nomination and Remuneration Committee.

The Board of Directors has conducted an annual assessment of
its own performance, board committees, and individual directors
pursuant to Section 134(3)(p) of the Companies Act, 2013 read
with Rule 8(4) of the Companies (Accounts) Rules, 2014 and SEBI
(LODR) Regulations 2015.

The board has sought inputs from all the directors based on the
criteria such as board composition and structure, effectiveness
of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board
after seeking inputs from the committee members based on the
criteria such as the composition of committees, effectiveness of
committee meetings, etc.

A separate meeting of Independent Directors is held wherein a
performance of Non-Independent Directors including that of MD,
Chairman of the Board and of the Board as a whole is evaluated.
Performance Evaluation of Independent Directors was done by
the entire Board, excluding the Independent Director being
evaluated.

As a outcome of the above process the individual feedback is
shared with each Director subsequent during the Year.

25. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
AND OTHER DETAILS

The Nomination and Remuneration Committee (NRC) has been
mandated to oversee and develop competency requirements for
the Board based on the industry requirements and business
strategy of the Company. The NRC reviews and evaluates the
profiles of potential candidates for appointment of Directors and
meets them prior to making recommendations of their nomination
to the Board. Specific requirements for the position, including
expert knowledge expected are communicated to the appointee.

The current policy is to have an appropriate mix of Executive and
Independent Directors to maintain the independence of the
Board, and separate its functions of governance and
management. As on March 31, 2025, the Board consist of 10
members, five of whom are Executive and five are Non-Executive
Independent Directors. The Board periodically evaluates the
need for change in its composition and size.

The policy of the Company on directors'' appointment and
remuneration, including criteria for determining qualifications,
positive attributes, independence of a director and other matters
provided under Sub-section (3) of Section 178 of the Companies Act,
2013, adopted by the Board is available on the Company''s website at
https://www.vstlindia.com/policies.php

We affirm that the remuneration paid to the Managing Directors
and Whole-Time directors and Sitting Fees paid to Non-Executive
Independent Directors is as per the terms laid out in the
nomination and remuneration policy of the Company.

26. DISCLOSURE RELATING TO STATEMENT OF MATERIAL
DEVIATION

Pursuant to the provisions of Regulation 32(1) of SEBI (LODR)
Regulations 2015, details of Statement of Material Variations or
Deviations are mentioned in the Corporate Governance Report
and forms an integral part of this report.

27. FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The Company has designed a familiarisation programme for its
Independent Directors which is imparted at the time of
appointment of Independent Director on the Board as well as
during the year. The Programme aims to provide insights into the
whole operations of the Company to enable the Independent
Directors to understand the business of the Company and to
acclimatise them with the process and functionaries of the
Company. The Programme also aims to provide statutory and
regulatory updates to enable the roles rights and responsibility in
the Company.

The Familiarisation Programme enables the Independent
Directors to get a deep understanding of the Company, its people,
values and culture and facilitates their active participation in
overseeing the performance of the Management.

The Details of Familiarisation programme held during the year
have been uploaded on the website of the Company at the link
https://www.vstlindia.com/upload dynamic content/VSTL-
Familiarization-programme-for-board-members~1.pdf

28. TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

a. Transfer of unclaimed dividend to IEPF

Since there is no unclaimed/ un-paid dividend with the
Company, no amount was transferred from the Unclaimed
Divided Account to the Investor Education and Protection
Fund (IEPF) established by the Central Government during
the Financial Year 2024-25.

b. Transfer of shares to IEPF

In accordance with Section 124 of the Companies Act, 2013
no equity shares, has been transferred by the Company to
the Investor Education and Protection Fund Authority (IEPF)
during the Financial Year 2024-25.

29. CHANGE IN PROMOTER GROUP SHAREHOLDING

During the year under review, the promoter group shareholding
has been increased from 73.48% to 73.66% as a result of open
market purchase by one of the promoters.

30. AUDITORS AND AUDITORS'' REPORT

A. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies
Act, 2013 and rules framed thereafter M/s Ashok Kumar
Goyal &Co. Chartered Accounts, Hisar having FRN: 002777N
and Peer Review Certificate No. 019696 issued by Peer
Review Board of ICAI, has been appointed as Statutory
Auditors of the Company from the conclusion of the 20th
Annual General Meeting (AGM) of the Company held on 30
September, 2023 to till the conclusion of 25th Annual
General Meeting to be held for 2027-28. M/s Ashok Kumar
Goyal &Co. have confirmed that they are not disqualified as
auditors of the Company

Further, in pursuant to Companies Amendment Act, 2017,
enforced on 07 May, 2018 by Ministry of Corporate Affairs,
the appointment of statutory auditor is not required to be
ratified at every annual general meeting.

The Auditor''s Report to the shareholders on the Standalone
Financial Statement for the year ended March 31, 2025 does
not contain any qualification, observation or adverse
comment and the same is self-explanatory.

Further, there was no instance of fraud during the year under
review, which required the Statutory Auditors to report to the
Audit Committee and /or Board under Section 143(12) of the
Act and Rules framed thereunder.

B. Cost Auditors

Pursuant to Section 148 of the companies act 2013, read with
rules made there under the Board has re-appointed M/s. S K
AGARWAL & ASSOCIATES, Cost Accountants (Registration
No. 100322), as Cost Auditors for conducting the audit of
cost records of the Company for the Financial Year 2025-26.
There Remuneration is proposed to be ratified by the
members in ensuing Annual General Meeting.

The Cost Audit Report for the year ended 31st March 2024
was submitted to the Central Government by filing e-form
CRA-4. Further, the Cost Audit Report of the Company for the
Financial Year ended March 31st, 2025 will be filed with the
Central Government after its noting by the Board. The
Company has maintained accounts and records as specified
under sub-section (1) of 148 of the Act.

C. Secretarial Auditors

Pursuant to the provision of Section 204 of the Act, read with
Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 the Board of Directors
had appointed M/s KRS AND CO., Practicing Company
Secretaries, (Peer Review No. 3967/2023), to conduct
Secretarial Audit for the Financial Year ended March 31,
2025. The Secretarial Audit Report for the Financial Year
ended March 31, 2025 is annexed herewith marked as
Annexure - II to this Report. The Secretarial Audit Report
does not contain any qualification, reservation or adverse
remark.

Pursuant to Regulation 24A(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as
amended, the Company has obtained Annual Secretarial
Compliance Report for the Financial Year Ended 31st March
2025 from Ms/ KRS AND CO., Practicing Company
Secretaries and same is submitted to the stock exchange
within the prescribed time limits. The Annual Secretarial
Compliance Report does not contain any remarks or
qualification, observations.

Further as per the provisions of Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended, the provisions of Section
204 of the Companies Act 2013, read with Rule 9 of
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, on the recommendation of the Audit
Committee, the Board of Directors at their meeting held on
12th August 2025, subject to the approval of members
appointed M/s KRS AND CO., Practicing Company
Secretaries, (Peer Review No. 3967/2023), represented by
CS. Ketan Ravindra Shirwadkar Proprietor (Mem No. 37829
and COP No. 15386) as Secretarial Auditors of the Company
for a period of 5 (five) consecutive years to conduct the
Secretarial Audit effective from the financial year 2025-26
to the financial year 2029-30.

D. Internal Auditor

In accordance with Section 138 of the Companies Act, 2013
read with rules made thereunder, M/s V.D. & Company (FRN:
023090N), Chartered Accountants, was appointed as
Internal Auditor of the Company for Financial Year 2024-25
to conduct the internal audit of the functions and activities of
the Company. During the year under review no observation,
qualification or adverse mark was reported by the Internal
Auditor.

Further the Board of Directors at their Meeting held on 12th
August, 2025 on the recommendation of the Audit
Committee have approved the re-appointment of M/s V.D. &
Company (FRN: 023090N), Chartered Accountants, as
Internal Auditor of the Company for Financial Year 2025-26.

31. COST RECORDS

In terms of Rule 8(5) of Companies (Accounts) Rules, 2014, the
Company is required to maintain cost records as specified by the
Central Government under sub-section (1) of section 148 of the
Companies Act, 2013 read with rule 3 of Companies (Cost
Records and Audit) Rules, 2014 and accordingly such accounts
and records are made and maintained by the Company.

32. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of SEBI LODR
Regulations, the Management Discussion and Analysis forms an
integral part of this Report and gives details of the overall industry
structure, developments, performance and state of affairs of the
Company business. The shareholders are advised to refer to the
separate section on the Management Discussion and Analysis in
this Report.

33. INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring
the orderly and efficient conduct of its business, including
adherence to the Company''s policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the
timely preparation of reliable financial disclosures. During the
year under review no material or serous observations were
received from the Internal Auditors of the Company for
inefficiency or inadequacy of Internal Financial Controls.

The Internal Financial Controls followed by the Company are
adequate and commensurate with the size and nature of the
business and were operating effectively during the year under
review.

34. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business
and is committed to managing the risks in a proactive and efficient
manner. Your Company has constituted Risk Management
Committee which periodically assesses risk elements in the
internal and external environment, along with the cost of treating
such risk elements and incorporates risk treatment plans in its strategy,
business and operational plans; the details of the Risk Management
Committee are included in the Corporate Governance Report which
forms integral part of this report. As of the date of this report, the
Company does not foresee any critical risk, which threatens its
existence. Further Company has also formulated the Policy on Risk
Management which can be accessed from the website at
https://www.vstlindia.com/policies.php

35. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

In compliance with the provisions of Section 179(9) and (10) of the
Companies Act, 2013 and Regulation 22 of SEBI (LODR)
Regulations 2015, your Company has set up vigil mechanism viz.
Whistle Blower Policy to provide a formal mechanism to the
Directors and employees to report their genuine concerns,
unethical behaviour, actual or suspected fraud, irregularities or
violation of Company''s Code of Conduct, if any, noticed by them
in the Company, which could adversely affect company''s
operations. This mechanism also provides safeguards against
victimization of employees, who avail themselves of the
mechanism and provides direct access to the Chairperson of the
Audit Committee.

All Directors and employees have access to the Chairperson of
the Audit Committee. Further no personnel have been denied
access to the Audit Committee during the period under review.
The vigil mechanism is overseen by the Audit Committee and your
Company is happy to inform you that during the year, there have
been no Complaints received by the Audit Committee.

The said policy is available on the website of the Company at
https://www.vstlindia.com/policies.php

36. LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Details of the Loans, Guarantees and Investments covered under
Section 186 of the Companies Act, 2013, if any, are given in the
notes to the Financial Statements pertaining to the year under
review.

37. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
ANDOUTGO

Information on conservation of energy, technology absorption,
foreign exchange earnings and out go, is required to be given
pursuant to provision of Section 134 of the Companies Act, 2013,
read with the Companies (Accounts) Rules, 2014 is annexed
hereto marked Annexure III and forms part of this report.

The details of foreign currency inflow and outflow during the year
under review are given in Annexure III.

38. ANNUAL RETURN

In accordance with provisions of Section 134(3)(a) of the
Companies Act, 2013, the Annual Return as required
under Section 92 of the Act for the Financial Year
2024-25, is available on the Company''s website at
https://www.vstlindia.com/annual-return.php.

39. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

Your Company has adopted policy on prevention, prohibition and
redressal of sexual harassment at workplace, in line of the provisions
of the Sexual Harassment of women at workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder. The
policy aims to provide protection to employees at the workplace and
to prevent and redress complaints of sexual harassment and for
matters connected and incidental thereto, with an objective of
providing a safe working environment where employees feel secure.

The Company has complied with the provisions relating to the
constitution of an Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Number of complaint received and resolved in relation to Sexual
Harassment of Women at Workplace (Prevention, Protection and
Redressal) Act, 2013, during the year under review and their
breakup is as under:

a) No. of complaints filed during the year. NIL

b) No. of complaint disposed of during the year NIL

c) No. of complaint pending at end of year NIL

40. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of
Insider Trading with a view to regulate trading in securities by the
Directors and designated employees of the Company. The Code
requires pre-clearance for dealing in the Company''s shares and
prohibits the purchase or sale of Company shares by the
Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the
Company and during the period when Trading Window is closed.

41. PARTICULARS OF EMPLOYEES

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 the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 will be made available during
21 days before the Annual General Meeting in electronic mode to
any Shareholder upon request sent at [email protected]. Such
details are also available on your Company''s website and can be
accessed at www.vstlindia.com

Disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to the Report as Annexure IV.

42. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going
beyond it, electronic copy of the Notice of 22nd Annual General
Meeting of the Company including the Annual Report for Financial
Year 2024-25 are being sent to all Members whose e-mail
addresses are registered with the Company/ Depository
Participant(s).

Further, a letter providing the web-link for accessing the Annual
Report, including the exact path, will be sent to those Members

who have not registered their email address with the Company/ RTA/ Depositories/ Depository Participant(s).

43. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS OF THE COMPANY

There has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and
Company''s operations.

44. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL
YEAR AND TILL THE DATE OF THIS REPORT

Except as disclosed elsewhere in this report, no material changes and commitments affecting the financial position of the Company occurred
from the end of financial year till the date of this report.

45. OTHER DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items
during the year under review:

a) Voluntary revision of Financial Statements or Board''s Report;

b) Instance of fraud which required the Statutory Auditors to report to the Audit Committee and/ or Board under Section 143(12) of the Act
and rules framed thereunder;

c) Issue of equity shares with differential rights as to dividend, voting or otherwise;

d) Managing Directors and Whole Time Director have not received the Commission from the Company;

e) The Company has not made any one-time settlement for loans taken from the Banks or 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;

f) There was no instance of any Employee Stock Options, Equity Share with differential voting rights as to dividend, voting or otherwise.

g) During the year under review, the Company has not borrowed an unsecured loan from any of the Directors of the Company.

46. MATERNITY BENEFIT ACT COMPLIANCE:

During the financial year 2024-25 your Board of Directors be and hereby confirm that they have complied with the provisions of Maternity
Benefit Act 1961 read with the Rules made thereunder.

The number of employees as on closure of the Financial Year ended 31st March 2025 is as under:

Type of Employee	Number
Male Employee	726
Female Employee	4
Transgender Employee	NIL

47. APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers, its valued
customers, employees and all other intermediaries concerned with the Company''s business.

Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued
support and reiterate that we are determined to ensure that the plans are successfully implemented.

On behalf of the Board of Directors
For VIBHOR STEEL TUBES LIMITED

Sd/- Sd/-

VIJAY KAUSHIK VIBHOR KAUSHIK

Date: 12th August, 2025 CHAIRMAN AND DIRECTOR MANAGING DIRECTOR

Place: HISAR DIN: 02249672 DIN: 01834866

Mar 31, 2024

The Board of Directors present the 21^st Annual Report of Vibhor Steel Tubes Limited (the "Company" or "VSTL") - first, post IPO - along with the Audited Standalone Financial Statements for the Financial Year ended March 31, 2024 as given below are the witness of your company''s remarkable growth and performance.

1. FINANCIAL RESULTS

The summary of the financial results of the Company for the year ended March 31, 2024, are as follows:

('' in Lakhs)
	Yearended	Year ended
Particulars	March 31, 2024	March 31, 2023
Revenue from Operations	1,07,271.47	1,11,311.90
Other Income	166.33	125.92
Total Revenue	1,07,437.81	1,11,437.82
Operating Expenditure	1,02,391.76	1,06,753.38
Profit before Depreciation, Interest and Taxes	5,046.04	4,684.44
Finance Cost	1,807.24	1,225.57
Depreciation	829.29	636.51
Profit Before Tax	2,409.52	2,822.36
Current Tax	652.77	723.13
Deferred Tax	(15.20)	(7.39)
Net Profit after Tax	1,771.94	2,106.62
Other Comprehensive Income	7.61	15.88
Total Comprehensive Income for the period	1,779.55	2,122.50
Earning per equity share (Face Value of '' 10 each)
Basic	9.34	14.85
Diluted	9.34	14.85

2. OPERATING RESULTS & BUSINESS PERFORMANCE

Your company is engaged in the business of Manufacturing of Steel Products. During the year under review there was no change in the business of the Company.

Your Company has earned net profit after tax of '' 1,771.94 Lakhs for the financial year ended 31^st March, 2024 as compared to a net profit after tax of '' 2,106.62 Lakhs in the previous financial year.

The Total Revenue from operations earned during the year is '' 1,07,437.81 Lakhs for the financial year ended 31^st March, 2024 as compared to revenue of '' 1,11,437.82 Lakhs in the previous financial year.

3. DIVIDEND

The Board of Directors of your Company has deemed it prudent not to recommend any dividend for the Financial Year under report to retain the profits, in order to meet the requirements of future growth.

Further, the Board of Directors of the Company have formulated a Dividend Distribution Policy (''the Policy'') Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI LODR''),. The Policy is available on the Company''s website: https://www. vstlindia.com/policies.php

4. TRANSFER TO RESERVES

Your directors has not recommended transfer of any amount of profit to reserves during the year under review. The Company has not transferred any amount from reserves and not withdrawn any amount from the reserves.

For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2024, please refer to the ''Statement of Changes in Equity'' included in the standalone financial statements.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year 2023-24 under review, there was no change in the nature of business of the Company.

6. ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting Standards (Ind AS). Accordingly, the standalone financial statements of the Company for the financial year ended March 31, 2024, have been prepared in accordance with Ind AS as prescribed under section 133 of the Companies Act, 2013 (the "Act"), read with the relevant rules made there under and other accounting principles generally accepted in India.

7. 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 CARE BBB; Positive and CARE A3 ratings for its long-term and short-term banking facilities.

8. SUBSIDIARY COMPANIES, ASSOCIATE COMPANIES AND JOINT VENTURE

As of the end of the financial year, the Company does not have any subsidiary companies, associate companies or joint ventures. This status reflects the Company''s current strategic focus and operational structure. Consequently, there are no financial statements or performance metrics to report for subsidiary or joint venture entities. The Board continues to evaluate potential opportunities for growth and expansion, including the possibility of establishing or acquiring subsidiary companies, associate companies and entering into joint ventures, which will be pursued if they align with our strategic objectives and offer value to our stakeholders.

The policy for determining material subsidiaries of the Company is available on the Company''s website: https://www.vstlindia.com/upload_dynamic_content/ policy-on-material-subsidiaries.pdf

9. SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

10. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review there was no proceeding initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

11. PUBLIC DEPOSITS

The Company does not have any outstanding deposits from public.

Further, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014 during the financial year 2023-24. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the year under review.

Hence the requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

12. CORPORATE GOVERNANCE REPORT

The Company remains dedicated to managing its operations with the utmost diligence, transparency, responsibility, accountability, and sustainability. We continuously strive to uphold the highest standards of Corporate Governance.

The Board views itself as a steward of shareholder interests, recognizing its duty to protect and enhance shareholder value. We are committed to expanding our capacities as part of our growth strategy.

Adhering to the highest levels of ethics and integrity in all business activities is a core principle of the Company. We are diligent in avoiding any conflicts of interest, ensuring that all business dealings are conducted with transparency and accountability.

To support these principles, the Company has established a corporate structure that aligns with our business needs. We maintain a high degree of transparency through regular disclosures and robust control systems, ensuring stakeholders are well-informed.

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Regulation are complied with. As per Regulation 34(3) Read with Schedule V of the Listing Regulations, a separate section on corporate governance, together with a certificate from the Company''s Secretarial Auditors, forms part of this Report.

13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All related party transactions are placed for the approval of the Audit Committee and also before the Board and shareholders, wherever required necessary, in compliance with the provisions of the Act and SEBI (LODR) Regulations, 2015.

The Audit Committee has granted omnibus approval for related party transactions as per the provisions contained in SEBI Listing Regulations.

Your directors draw attention of the members to Note 38 to the Standalone Financial Statement which sets out related party disclosures. The policy on Related Party Transactions as approved by the Board can be accessed on the Company''s website at the https://www.vstlindia. com/upload_dynamic_content/Policy%20on%20 Related%20Party%20Transactions.pdf.

14. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability Report (BRSR) is not applicable to the Company as it is not included in the top 1000 listed entities by market capitalization as on 31^st March 2024. While the formal requirements of BRSR do not apply, the Company remains committed to maintaining high standards of business responsibility and sustainability in its operations.

15. CORPORATE SOCIAL RESPONSIBILITY

We at VSTL aim to create economic value and to actively contribute towards the development of a sustainable society by taking up projects for the common good through responsible business practices and good governance. In line with the requirement of Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility) Rules 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee. The details of Committee and the terms of reference are provided in corporate governance report forming part of this report.

During the year under review the Company has spent '' 21,94,500 (Rupees Twenty-one lakhs ninety-four thousand five hindered) on CSR activities. Annual Report on CSR Activities as required under the Companies (Corporate Social Responsibility) Rules, 2014 has been appended as Annexure-I and forms an Integral part of this report.

The Committee has formulated policy for CSR Activities and is placed on the website of the Company at https://www.vstlindia.com/upload_dynamic_ content/Corporate%20Social%20Responsibility%20 Policy.pdf.

During the year under review two CSR Committee Meetings has been conducted.

16. DIRECTORS'' RESPONSIBILTY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, in relation to the Audited Financial Statements of the Company for the year ended 31^st March 2024, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards had been followed and there has been no material departure;

b) that the selected accounting policies were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of

the profit and loss of the Company for the year ended on that date;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Company had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls which are followed by the Company and such internal financial control are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and were operating effectively.

1 7. CHANGE IN THE NAME AND CONVERSION OF OURCOMPANY

The Company is converted from Private Limited Company to Public Limited Company w.e.f. 7^th July, 2023. On Conversion from a private limited company to a public limited company, the name of your Company was changed from ''Vibhor Steel Tubes Private Limited'' to ''Vibhor Steel Tubes Limited'' with effect from 7^th July, 2023.

18. SHIFTING OF REGISTERED OFFICE

The Company has shifted its registered office from 2139/1553, Thandi Sarak, Hisar, Haryana to Plot No. 2 Industrial Development Colony, Delhi Road, Hisar, Haryana 125005 w.e.f. 17^th August, 2023.

19. INITIAL PUBLIC OFFERING:

The Board remains grateful to all investors for their overwhelming response to the IPO.

The shares of the Company have been listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) w.e.f. February 20, 2024. The Company''s shares are compulsorily traded in dematerialized form.

As of March 31,2024, 100% Shares of the Company are held in demat form. The listing fees for the year 202425 have been paid to both BSE as well as NSE.

20. CHANGES IN SHARE CAPITAL AUTHORISED SHARE CAPITAL

During the financial year 2023-24, the Company has increased its Authorised Share Capital from '' 14,50,00,000/- (Rupees Fourteen Crores Fifty Lakhs Only) consisting of 1,45,00,000 (One Crore Forty-Five Lakhs Only) Equity Shares of '' 10/- (Rupees Ten) each to '' 20,00,00,000/- (Rupees Twenty Crores Only) consisting of 2,00,00,000 (Two Crores only) Equity Shares of '' 10/- (Rupees Ten) each.

ISSUED & PAID-UP SHARE CAPITAL

During the financial year 2023-24, the Company successfully launched an Initial Public Offer (IPO) of 47,79,443 equity shares of face value of '' 10 each for cash, at a price of '' 151 per equity share (including a premium of '' 141 per equity share) aggregating to '' 7216.96 lakhs. Since there was primary issuance of shares, the paid-up share capital of the Company has been increased from 14,18,30,000 to 18,96,24,430. The equity shares were allotted to eligible applicants on February 19, 2024, and the listing and trading of the Company''s shares commenced on February 20, 2024, on BSE Limited and National Stock Exchange of India Limited.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year following changes took place in the Composition of Board of Director and Key Managerial Personnel of the Company:

â¢ Mr. Nikunj Haresh Gatecha (ICSI Mem No. A57115) Company Secretary resigned w.e.f. 26^th June, 2023.

â¢ Mr. Lovkesh (ICSI Membership No. A68975) is appointed as Company Secretary & Compliance Officer w.e.f. 27^th June, 2023.

â¢ Mr. Anil Jain is appointed as Chief Financial Officer of the Company w.e.f. 27^th June, 2023.

â¢ Mr. Vikram Grover (DIN: 09692781) has been appointed as a Non-Executive Independent Director of the Company for a period of 5 (five) consecutive years w.e.f. 14^th August 2023.

â¢ Mr. Shiv Kumar Singhal (DIN: 00940261) has been appointed as a Non-Executive Independent Director of the Company for a period of 5 (five) consecutive years w.e.f. 14^th August 2023.

â¢ Mr. Sanjeev Gupta (DIN: 00945812) has been appointed as a Non-Executive Independent Director of the Company for a period of 5 (five) consecutive years w.e.f. 14^th August 2023.

â¢ Mr. Ashwani Kumar Garg (DIN: 00387749) has been appointed as a Non-Executive Independent Director of the Company for a period of 5 (five) consecutive years w.e.f. 14^th August 2023.

â¢ Mr. Abhiram Tayal (DIN:00081453) has been appointed as a Non-Executive Independent Director for a period of 5 (five) consecutive years w.e.f. 28^th August 2023.

â¢ Mr. Vibhor Kaushik (DIN: 01834866) has been appointed as Managing Director of the Company for a period of 5 (five) consecutive years w.e.f. 28^th August 2023.

â¢ Mr. Vijay Kaushik (DIN: 02249672) has been appointed as Chairman and Executive Director of the Company for a period of 5 (five) consecutive years w.e.f. 28^th August 2023.

â¢ Ms. Vijay Laxmi Kaushik (DIN: 00249677) has been appointed as Whole Time Director of the Company for a period of 5 (five) consecutive years w.e.f. 28^th August 2023.

â¢ Ms. Pratima Sandhir (DIN: 07756142) has been appointed as Whole Time Director of the Company for a period of 5(five) consecutive years w.e.f. 28^th August 2023.

22. CONSTITUTION OF BOARD COMMITTEES

The Board of Directors, in its meeting dated 21^st September 2023, has constituted the following committees:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

â¢ Risk Management Committee

â¢ Corporate Social Responsibility Committee

â¢ IPO Committee

These committees have been established to ensure effective governance and oversight in their respective areas.

A detailed note on the composition of the Committees is provided in the Corporate Governance Report that forms part of this Report.

23. EVENTS SUBSEQUENT TO FINANCIAL STATEMENTS

CONSTRUCTION OF NEW FACILITY I.E. UNIT III IN ODISHA

Your Company has commenced the construction of new facility i.e. Unit III in Odisha located at Village Podbahal under Sardar Sundargarh Tahsil in the district of Sundargarh as mentioned in the Prospectus filed by the Company. Commissioning, testing and trail will take 2 months and plant is expected to be operational by end of September 2024. Upon operational, the capacity of the Company will be increased by 1,20,000 M.T. per annum.

PENALTY FOR NON-COMPLIANCE OF CERTAIN PROVISIONS UNDER WATER (PREVENTION AND CONTROL OF POLLUTION) ACT, 1974 AND AIR (PREVENTION AND CONTROL OF POLLUTION) ACT, 1981

Your Company has received an Intimation from HDFC Bank vide its e-mail dated 25^th April 2024 1ST 1.30 P.M. stating that Maharashtra Pollution Control Board (Regional Office - Raigad) have issued an Unconditional Claim letter addressing the Bank for forfeiting Bank Guarantee of '' 2,50,000/- (Rupees Two Lakhs Fifty Thousand Only) out of '' 5,00,000/-(Rupees Five Lakhs Only) given as Bank Guarantee through HDFC Bank for non-compliance of certain provisions of Water (Prevention and Control of Pollution) Act, 1974 and Air (Prevention and Control of Pollution) Act, 1981 such as exceeded JVS results and using RO reject on Land for gardening and not achieve zero liquid discharge.

COMMENCEMENT OF COMMERCIAL PRODUCTION AT 2ND GI PLANT

Your Company has commenced the new Galvanizing Iron (GI) manufacturing unit in Telangana on July 17, 2024. With the commissioning of this new facility, VSTL''s GI capacity in the state is set to double from 24,000 MTPA to 48,000 MTPA. The newly built manufacturing unit is spread over 1,296 Sq Mts with a capacity of 24,000 MTPA. The new manufacturing facility marks a significant milestone in the company''s ongoing expansion and commitment to quality and timely delivery.

24. DECLARATION BY INDEPENDENT DIRECTOR(S)

In accordance with the Section 149(7) of the Act, each Independent Director has given a written declaration to the Company at the time of their appointment and at the first meeting of the Board of Directors in every financial year confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI LODR Regulations and there has been no change in the circumstances which may affect their status as an independent director during the year.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 along with code of conduct for all members of board in terms of Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, following changes took place in the Independent Directors of the Company:

â¢ Mr. Vikram Grover (DIN: 09692781) has been

appointed as a Non-Executive Independent Director of the Company for a period of 5 (five) consecutive years w.e.f. 14^th August 2023.

â¢ Mr. Shiv Kumar Singhal (DIN: 00940261) has been appointed as a Non-Executive Independent Director of the Company for a period of 5 (five) consecutive years w.e.f. 14^th August 2023.

â¢ Mr. Sanjeev Gupta (DIN: 00945812) has been

appointed as a Non-Executive Independent Director of the Company for a period of 5 (five) consecutive years w.e.f. 14^th August 2023.

â¢ Mr. Ashwani Kumar Garg (DIN: 00387749) has been appointed as a Non-Executive Independent Director of the Company for a period of 5 (five) consecutive years w.e.f. 14^th August 2023.

â¢ Mr. Abhiram Tayal (DIN:00081453) has been

appointed as a Non-Executive Independent Director for a period of 5 (five) consecutive years w.e.f. 28^thAugust 2023.

25. BOARD MEETINGS

Twenty-Five meetings of the Board were held during the year under review. The time gap between two meetings was less than 120 days.

The Meeting details are provided in the Corporate Governance Report that forms part of this Report.

26. ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND THE BOARD

The Board of Directors has conducted an annual assessment of its own performance, Board committees, and individual Directors pursuant to Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and SEBI LODR.

The Board has sought inputs from all the directors based on the criteria such as Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board concluded that all committees were discharging their functions effectively.

In separate meetings of independent directors held on 26^th March 2024, the performance of non-independent directors, the Chairman, and the Board as a whole was evaluated. The same was also discussed in the meetings of Nomination and Remuneration Committee and the Board. Performance Evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

27. POLICY ON DIRECTORS''APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the profiles of potential candidates for appointment of Directors and meets them prior to making recommendations of their nomination to the Board. Specific requirements for the position, including expert knowledge expected are communicated to the appointee.

The current policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2024, the Board consist of 10 members, five of whom are Executive and five are Non-Executive Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board is available on the Company''s website at https://www.vstlindia.com/ upload_dynamic_content/Nomination%20and%20 Remuneration%20Policy.pdf

We affirm that the remuneration paid to the Managing Directors and Whole-Time directors and Sitting Fees paid to Non-Executive Non-Independent Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

28. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

As a practice, all new Directors (including Independent Directors) inducted to the Board are given a formal orientation. The Directors are usually encouraged to visit the manufacturing facilities of the Company and interact with members of Senior Management as part of the induction programme.

The Company familiarizes its new Directors with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, statutory and regulatory updates, etc., through various programmes. These include orientation programme upon induction of new Director, as well as other initiatives to update the Directors on an ongoing basis.

This enables the Directors to get a deep understanding of the Company, its people, values and culture and facilitates their active participation in overseeing the performance of the Management. Further details about familiarization program for Directors are provided in the Corporate Governance Report that forms part of this Annual Report.

29. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

a. Transfer of unclaimed dividend to IEPF

Since there is no unclaimed/ un-paid dividend with the Company, no amount was transferred from the Unclaimed Divided Account to the Investor Education and Protection Fund (IEPF) established by the Central Government during the Financial Year 2023-24.

b. Transfer of shares to IEPF

In accordance with Section 124 of the Companies Act, 2013 no equity shares, has been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the Financial Year 2023-24.

30. CHANGE IN PROMOTER GROUP SHAREHOLDING

During the year under review, the promoter group shareholding has been decreased from 98.23% to 73.48% as a result of Initial Public Offer (IPO) that took place during the year.

31. AUDITORS AND AUDITORS'' REPORT

A. Statutory Auditors

M/s Singla Shubham & Company, Chartered Accountants, Hisar (FRN: 035815N) were appointed as Statutory Auditors for a period of 5 consecutive financial years i.e., from the conclusion of 16^th Annual General Meeting till the conclusion of 21^st Annual General Meeting of the Company.

Since M/s Singla Shubham & Company, Chartered Accountants and Statutory Auditors of the Company does not fit into the peer review criteria required for company post Listing they tendered their resignation w.e.f. 1^st September, 2023. This resulted in a casual vacancy in the office of Statutory Auditor of the Company.

Accordingly, the Board of Directors of the Company at their meeting held on 11^th September, 2023, approved and recommended the appointment of M/s Ashok Kumar Goyal & Co. Chartered Accounts, Hisar having FRN: 002777N and Peer Review Certificate No. 014029 issued by Peer Review Board of ICAI, as Statutory Auditors to fill the casual vacancy caused by the resignation of M/s Singla Shubham & Company. Statutory Auditors and who shall hold such office from 2^nd September, 2023 till the conclusion of 20^th Annual General Meeting of the Company. M/s Ashok Kumar Goyal &Co. Chartered Accounts, Hisar, have given their consent and eligibility to this effect.

Further, the term of M/s Ashok Kumar Goyal & Co. Chartered Accounts, Hisar having FRN: 002777N and Peer Review Certificate No. 014029 issued by Peer Review Board of ICAI as Statutory Auditors to fill the casual vacancy caused by the resignation of M/s Singla Shubham & Company, Statutory Auditors expires at the conclusion of 20^th Annual General Meeting and being eligible have given their consent and eligibility for appointment as Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of 20^th Annual General Meeting.

The Members of the Company at their 20^th Annual General Meeting held on September 30, 2023, had approved the appointment of M/s Ashok Kumar Goyal & Co., Chartered Accountants (Firm Registration No. 002777N), as the Statutory Auditors of the Company for a period of five years commencing from the conclusion of the 20^th AGM held on September 30, 2023 until the conclusion of 25^th AGM of the Company to be held in the year 2028. Further, the Company has also received a copy of Peer Review Certificate (No. 014029) as prescribed by the Institute of Chartered Accountants of India to the Auditors.

The Auditor''s Report to the shareholders on the Standalone Financial Statement for the year ended March 31, 2024 does not contain any qualification, observation or adverse comment.

Further, there was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed thereunder.

B. Cost Auditors

The Board had appointed M/s. S K AGARWAL & ASSOCIATES, Cost Accountants (Registration No. 100322), as Cost Auditors for conducting the audit of cost records of the Company for the Financial Year 2023-24. The Cost Audit Report of the Company for the Financial Year ended March 31, 2024 will be filed with the MCA after its noting by the Board. The Company has maintained accounts and records as specified under sub-section (1) of 148 of the Act.

C. Secretarial Auditors

ended March 31, 2024 is annexed herewith marked as Annexure - II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Further, pursuant to Regulation 24(A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has obtained Annual Secretarial Compliance Report from Ms/ KRS AND CO., Practicing Company Secretaries and same is submitted to the stock exchange within the prescribed time limit. The Annual Secretarial Compliance Report does not contain any remarks or qualification, observations.

D. Internal Auditor

In accordance with Section 138 of the Companies Act, 2013 read with rules thereunder, M/s Asha Jain & Associates (FRN: 012687N), Chartered Accountants, was appointed as Internal Auditor of the Company for Financial Year 2023-24 to conduct the internal audit of the functions and activities of the Company. During the year under review no observation, qualification or adverse mark was reported by the Internal Auditor.

32. COST RECORDS

In terms of Rule 8(5) of Companies (Accounts) Rules, 2014, the Company is required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 read with rule 3 of Companies (Cost Records and Audit) Rules, 2014 and accordingly such accounts and records are made and maintained by the Company.

33. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of SEBI LODR Regulations, the Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Company business. The shareholders are advised to refer to the separate section on the Management Discussion and Analysis in this Report.

34. STATEMENT OF DEVIATION(S) OR VARIATION(S)

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. CIR/ CFD/CMDI/162/2019 dated December 24, 2019, we hereby inform that there has been no deviation or variation in the utilization of funds raised through the Initial Public Offer (IPO) as mentioned in the prospectus of the Company.

35. INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. During the year under review no material or serious observations were received from the Internal Auditors of the Company for inefficiency or inadequacy of Internal Financial Controls.

The Internal Financial Controls followed by the Company are adequate and commensurate with the size and nature of the business and were operating effectively during the year under review.

36. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company has constituted Risk Management Committee which periodically assesses risk elements in the internal and external environment, along with the cost of treating such risk elements and incorporates risk treatment plans in its strategy, business and operational plans. The details of the Risk Management Committee are included in the Corporate Governance Report which forms integral part of this report. As of the date of this report, the Company does not foresee any critical risk, which threatens its existence. Further Company has also formulated the Policy on Risk Management which can be accessed from the website at https:// www.vstlindia.com/upload_dynamic_content/ Risk%20Management%20Policy~0.pdf.

37. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

In compliance with the provisions of Section 179(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations 2015, your Company has set up vigil mechanism viz. Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their genuine concerns, unethical behaviour, actual or suspected fraud, irregularities or violation of Company''s Code of Conduct, if any, noticed by them in the Company, which could adversely affect company''s operations. This mechanism also provides safeguards against victimization of employees, who avail themselves of the mechanism and provides direct access to the Chairperson of the Audit Committee.

your Company is happy to inform you that during the year, there have been no Complaints received by the Audit Committee.

The said policy is available on the website of the Company at https://www.vstlindia.com/upload_ dynamic_content/Whistle%20Blower%20and%20 Vigil%20Mechanism%20Policy.pdf.

38. LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Details of the Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013, if any, are given in the notes to the Financial Statements pertaining to the year under review.

39. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption, foreign exchange earnings and out go, is required to be given pursuant to provision of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed hereto marked Annexure III and forms part of this report.

The details of foreign currency inflow and outflow during the year under review are given in Annexure III.

40. ANNUAL RETURN

In accordance with provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return as required under Section 92 of the Act for the Financial Year 2023-24, is available on the Company''s website at https://www.vstlindia.com/annual-return.php.

41. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has adopted policy on prevention, prohibition and redressal of sexual harassment at workplace, in line of the provisions of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The policy aims to provide protection to employees at the workplace and to prevent and redress complaints of sexual harassment and for matters connected and incidental thereto, with an objective of providing a safe working environment where employees feel secure.

The Company has complied with the provisions relating to the constitution of an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, VSTL reported Nil POSH Cases under the Prevention of Sexual Harassment (POSH) guidelines.

42. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when Trading Window is closed.

43. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure IV.

The statement containing particulars of top 10 employees and particulars of employees as required under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders, excluding the aforesaid Annexure. The said statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary. None of the employees listed in the said Annexure are related to any Director of the Company.

44. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 21^st Annual General Meeting of the Company including the Annual Report for Financial Year 2023-24 are being sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).

45. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and

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46. MATERIAL CHANGES AND COMMITMENT,

IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

Except as disclosed elsewhere in this report, no material changes and commitments affecting the financial position of the Company occurred from the end of financial year till the date of this report.

47. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Voluntary revision of Financial Statements or Board''s Report;

b) Instance of fraud which required the Statutory Auditors to report to the Audit Committee and/ or Board under Section 143(12) of the Act and rules framed thereunder;

c) Issue of equity shares with differential rights as to dividend, voting or otherwise;

d) Managing Directors and Whole Time Director have not received the Commission from the Company;

e) The Company has not made any one-time settlement for loans taken from the Banks or 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;

f) There was no instance of any Employee Stock Options, Equity Share with differential voting rights as to dividend, voting or otherwise.

48. APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers, its valued customers, employees and all other intermediaries concerned with the Company''s business.

Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

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