Directors Report of Vraj Iron & Steel Ltd.

Mar 31, 2025

Your Board of Directors take pleasure in presenting the 21^st Annual Report of Vraj Iron and Steel Limited (“The
Company”) on the business and operations of the Company, together with the Audited Financial Statements,
prepared in compliance with Ind AS Accounting Standards, for the year ended 31st March, 2025.

1. FINANCIAL SUMMARY AND PERFORMANCE HIGHLIGHTS:

The Audited Financial Statements for the Financial Year ended March 31, 2025, forming part of this Annual
Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as “Ind
AS”) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and
policies to the extent applicable. Necessary disclosures with regard to Ind-AS reporting have been made under
the Notes to Financial Statements. The Company’s performance during the financial year under review as
compared to the previous financial year is summarised below:

(Rs. in Millions)

Particulars	Consolidated		Standalone
	Year Ended	Year Ended	Year Ended	Year Ended
	31-Mar-2025	31-Mar-2024	31-Mar-2025	31-Mar-2024
Total Income	4788.60	4242.70	4788.60	4242.70
Less: Expenditure	4143.67	3458.12	4143.67	3458.12
Profit before Depreciation	644.93	784.58	644.93	784.58
Less: Depreciation	79.29	58.42	79.29	58.42
Profit before Tax	588.20	759.07	565.65	726.16
Provision for Taxation	147.33	184.99	147.33	184.99
Profit after Tax	440.87	574.08	418.31	541.17
Other Comprehensive Income	15.56	7.67	15.60	(3.73)
Total Comprehensive Income/Loss for the year attributable to:	456.43	581.74	433.91	537.44
Earnings Per Share (Face Value of ?10)
(1) Basic	14.28	23.22	13.55	21.89
(2) Diluted	14.28	23.22	13.55	21.89

PERFORMANCE HIGHLIGHTS:

Standalone:

During the year under review, the Company registered Total Income Rs. 4,788.60 million for the financial year
ended March 31, 2025, representing an increase of 12.86% over the previous year’s income of Rs. 4,242.70
million.

The Company achieved, the Net Profit after tax for the Rs. 418.31 million, compared to Rs. 541.17 million in
the previous year, The Company achieved a total Comprehensive Income of Rs. 433.91 million as against
previous year’s Comprehensive Income of ''Rs. 537.44 million.

Consolidated:

During the year under review the Consolidated Total Income Rs. 4788.60 million for the financial year ended
March 31, 2025 as against Rs. 4242.70 million during the previous financial year, and the Company achieved
the consolidated Net Profit after tax is Rs. 440.87 million for the year ended March 31, 2025 as compared to Rs.
574.08 million in the previous year.

The Company has a Total Comprehensive Income of Rs. 456.43 million as against previous year’s
Comprehensive Income of Rs. 581.74 million. The consolidated financial results reflect the cumulative
performance of the Company together with its Associate Company M/s Vraj Metaliks Private Limited.

More details on the financial statements of the Company along with various financial ratios are available in the
Management Discussion & Analysis Report forming part of this report in Annexure IV.

2. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT,
2013:

The Directors do not propose to transfer any amounts to the general reserves of the Company, instead have
recommended to retain the entire of profits for the financial year ended 31st March, 2025 in the profit and loss
account.

There is no dividend which was required to be transferred to Investor Education and Protection Fund during the
year ended 31st March, 2025.

3. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a The Cash Flow Statement is included
as part of the financial statements in this Annual Report.

4. DIVIDEND:

In view of the Company’s strategy focus on expansion and capital deployment toward long term growth. The
Board of Directors of the Company has decided not to recommended any dividend for the financial year ended
March 31, 2025. This decision has been taken after careful consideration of the Company’s future capital
requirement, to conserve resources and strengthen the financial position of the Company during this investment
phase.

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(‘Listing Regulations’), the Company has formulated Dividend Distribution Policy taking into account the
parameters prescribed in the said Regulations. The Dividend Distribution Policy is available on Company’s
website at https://vraitmt.in/investor-sub.php?investor=11.

5. INITIAL PUBLIC OFFERING:

During the year under review, the Company has successfully completed its Initial Public Offering (“IPO”)
comprising of fresh issue of 82,60,869 Equity Shares of face value of Rs. 10 each for issue price of Rs. 207/- per
Equity Share including a premium of Rs. 197 per Equity Share, aggregating total offer to Rs. 1710.00 million.
The Equity Shares of the Company were listed on National Stock Exchange of India Limited and BSE Limited
(‘Stock Exchanges’) on July 03, 2024. The issue was led by book running lead manager Aryaman Financials
Limited

Your directors would like to thank the Merchant Bankers, Legal Counsels, Auditors and other Stakeholders for
their support to the Company in achieving a successful IPO and listing.

Y our directors extend their heartfelt gratitude to the Shareholders for investing/subscribing for the Equity Shares
in the IPO and reposing their continuous trust and faith in the Company and its management.

6. SHARE CAPITAL OF THE COMPANY:

Authorised Capital:

During the year under review, there is no change in the Authorised Share Capital of the Company. The authorized
share capital of the company is Rs. 40,00,00,000/- (Rupees Forty Crore Only) divided into 4,00,00,000 (Four
Crore Only) equity shares of Rs. 10/- each.

Issued, Subscribed and Paid-Up Capital:

The paid-up capital has increased from 2,47,21,750 Shares of Face Value of 10/- each to 3,29,82,619 Shares of
Face Value of 10/- each, said increase consequent to Initial Public Offering (IPO) made during the year. The
total offer size of the IPO was 8260869 Equity shares of Face Value of Rs. 10 each, from fresh issue.

As on March 31, 2025, the Issued, Subscribed and Paid-up Share Capital of the Company is 3,29,82,619 Equity
Shares of Face Value of Rs. 10/- each amounting to 32,98,26,190/-'' (Rupees Thirty-Two Crore Ninety-Eight
Lakhs Twenty-Six Thousand One Hundred Ninety Only)

7. DEMATERIALISATION OF SHARES:

As on March 31, 2025 all the shares of the Company are held in dematerialized form. The breakup of the equity
shares is held with the depository NSDL and CDSL in dematerialized form and physical form as on March 31
2025 are as follows:

MODE	SHARES	% OF CAPITAL
Shares in Demat mode with NSDL	36,18,942	10.97%
Shares in Demat mode with CDSL	2,93,63,677	89.03%
Shares in Physical Mode	0	0
Total	32,98,26,19	100.00

Company has obtained ISIN (INE0S2V01010) from NSDL and CSDL for facilitating demat services to its
shareholders. Company has appointed M/s Bigshare Services Private Limited as the Registrar and Transfer Agent
of the Company.

8. CHANGE IN NAME OF THE COMPANY:

During the year under review no change in the name of the Company, however preceding financial year Company
has changed its name from Phil Ispat Private Limited to Vraj Iron and Steel Private Limited on 29^th September,
2023 and from Vraj Iron and Steel Private Limited to Vraj Iron and Steel Limited on 31^st October, 2023 for the
purpose of better representation of name in the market by the members of the Company at their duly convened
meeting.

9. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

As on March 31, 2025, the Company has a holding company i.e. Gopal Sponge and Power Private Limited and
M/s Vraj Metaliks Private Limited is an associate company of Vraj Iron and Steel Limited. Details of the
associate company are provided in the form AOC-1 is annexed herewith as Annexure-I Further, the Company
has no subsidiaries or joint venture companies, during the period under review.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, all transactions entered into with related parties as defined under the Act during
the F.Y. 2024-25 were in the ordinary course of business and on an arm’s length pricing basis and do not attract
the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties
during the F.Y. 2024-25 which were in conflict with the interest of the Company and A statement in Form AOC-
2 pursuant to the provisions of clause (h) of sub-section (3) of section 134 of the Act read with sub-rule (2) of
rule 8 of Companies (Accounts) Rules, 2014 is furnished in Annexure-II Suitable disclosure as required by the
Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

In line with the requirements of the Act and the Listing Regulations, the Company has also formulated a Policy
on dealing with Related Party Transactions (‘RPTs’) and the same is available on the website of the Company at
https://vrajtmt.in/investor-sub.php?investor=11

Further, the Company has not entered into any contracts/arrangements/transactions with related parties which
are material in nature in accordance with the Related Party Transactions Policy of the Company nor any
transaction has any potential conflict with the interest of the Company.

11. CORPORATE SOCIAL RESPONSIBILITY:

The Company believes that as a responsible corporate citizen, it has a duty towards the society, environment,
and the Country where it operates. The Company’s sense of responsibility (which goes beyond just complying
with operational and business statutes) towards the community and environment, both ecological and social, in
which it operates is known as corporate social responsibility in compliance with the provision of Section 135 of
The Companies Act, 2013, the Company has constituted a Corporate Social Responsibility (CSR) Committee. It
is committed to ensure the social wellbeing of the communities through its CSR initiatives, in alignment with
the Company’s key priorities.

The Company has adopted a Corporate Social Responsibility Policy in accordance with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 which can be accessed at www.vraitmt.in.

The detailed Composition of members of the CSR Committee at present as given below:

Sr. No.	Name of Committee members	DIN	Category	Position in the committee
1	Mr. Vijay Anand Jhanwar	00826103	Chairman and Managing Director	Chairman
2	Mr. Praveen Somani	09297084	Whole time Director	Member
3	Mrs. Sanjeeta Mohta	07786544	Non-Executive - Independent Director	Member

The Annual Report on CSR activities initiated and undertaken by the Company during the year under review is
annexed herewith in the Form CSR-2 as an Annexure-III.

12. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations")
and is presented in a separate section forming part of the Annual Report as “Annexure IV”.

13. UTILISATION OF PROCEEDS OF IPO:

Pursuant to the Regulation 32 of the Listing Regulations, there was no deviation(s) or variation(s) in the use of
proceeds of IPO till 31st March, 2025. The proceeds of IPO were utilised for the objects as disclosed in the
Prospectus. Details as on 31st March, 2025 are as follows:

Sr No	Name of the Object	Amount as proposed in the offer documents	Amount utilized	Total Amount unutilised
1.	Prepayment or repayment of term loan borrowings availed by our Company	700.00	700.00	NIL
2.	Capital expenditure towards the “Expansion Project” at Bilaspur Plant	595.00	517.55	77.45
3.	General corporate purposes	228.00	158.43	69.57
4.	IPO Issue Expense	187.00	160.07	26.93
Total		1710.00	1536.05	173.95

The Company has appointed CARE Ratings Limited as a Monitoring Agency to monitor the fund utilisation.
The report issued by the Monitoring Agency states that there is no deviation in the utilisation of the funds.

There was no deviation/variation in the utilisation of the funds as certified by Mr. Shriram Verma, Chief Financial
Officer of the Company enclosed as Annexure-V.

Necessary disclosures have been made to the Stock Exchanges in the Statement of Deviation/Variation Report
on the basis of report issued by the Monitoring Agency on quarterly basis along with the Financial Statements.

14. PUBLIC DEPOSITS

The Company has not accepted any deposit from the public during the Financial Year under review.

15. CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in nature of business of the Company during the F.Y. 2024-25 under review, however
the size of the company has grown from the expansion of the Company.

16. DIRECTORS & KEY MANAGERIAL PERSONNEL:

A. Directors

The Board of Directors holds fiduciary position and is entrusted with the responsibility to act in the best interests
of the Company. The Board at its meetings deliberates and decides on strategic issues including review of
policies, financial matters, discuss on business performance and other critical matters for the Company.
Committees constituted by the Board focus on specific areas and take informed decisions within the framework
of the delegated authority and responsibility and make specific recommendations to the Board on matters under
its purview. Decisions and recommendations of the Committees are placed before the Board for consideration
and approval as required.

Composition of Board of Directors of the Company is duly constituted with proper balance of Executive
Directors, and Non-Executive Independent Directors including Women Director in accordance with the
provisions of Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”). All the Directors have rich experience and specialized
knowledge in sectors covering law, finance, accountancy and other relevant areas. The Board of Directors
Composition of the Company are as follows:

Sr. No.	Name	Designation	Date of Appointment
1	Mr. Vijay Anand Jhanwar	Chairman and Managing Director	07/04/2012
2	Mr. Prasant Kumar Mohta	Whole time Director	26/08/2013
3	Mr. Praveen Somani	Whole time Director	07/09/2021
4	Mrs. Sanjeeta Mohta	Non-Executive Independent Director	10/11/2023
5	Mr. Sumit Deb	Non-Executive Independent Director	19/12/2023
6	Mr. Pramod Kumar Vaswani	Non-Executive Independent Director	19/12/2023

As on 31st March, 2025, the Board consists of 6 (Six) directors comprising of 3 (Three) Non-Executive
Independent Directors including a woman director, namely, Mrs. Sanjeeta Mohta. The Chairman of the Company
is an Executive Director. The Board of Directors has submitted Disclosure of interest in Form MBP-1 under
Section 184(1) as well as intimation by directors in Form DIR-8 under Section 164(2) and declarations as to
compliance with the Code of Conduct of the Company.

None of the Directors of the Company are disqualified from being appointed as Directors in terms of Section
164(1) and (2) of the Companies Act, 2013 and are not debarred from holding the office of Director by virtue of
any SEBI order or any other such authority.

Your Company has also obtained a certificate from a Company Secretary in practice confirming that none of the
Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing
as Directors of companies by Securities Exchange Board of India (“SEBF’)/Mimstry of Corporate Affairs
(“MCA”) or any such statutory authority. The aforementioned certificate forms part of this Annual Report
annexed with Corporate Governance Report.

In the view of the Board, all the Directors possess the requisite skills, expertise, integrity, competence, as well
as experience considered to be vital for business growth. The composition of Board of Directors and detailed
analysis of various skills, qualifications and attributes as required and available with the Board has been presented
in the Corporate Governance Report.

B. Director Retire by Rotation:

Directors retiring by rotation Pursuant to the provisions of Section 152 (6) of the Companies Act, 2013,
Mr. Praveen Somani (DIN:09297084) Whole Time Director of the Company, retired by rotation and being
eligible, were re-appointed as Directors of the Company with the approval of Members at the 20th AGM held on
September 30, 2024.

Further, in accordance with the provisions of the Companies Act, 2013, Mr. Vijay Anand Jhanwar (DIN:
00826103) is liable to retire by rotation at the ensuing 21^st AGM of the Company. He is eligible and has offered
himself for reappointment as Director of the Company. Resolution for his reappointment is being proposed at
the 21^st AGM and his profile is included in the Annexure to Notice of the 21^st AGM.

C. Change in Board of Directors:

During the financial year under review, there was no change in the Board of Director of the Company other than
as mentioned above.

D. Key Managerial Personnel

As on 31st March, 2025, the following persons have been designated as Key Managerial Personnel (“KMP”) of
the Company pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Sr No	Name	Designation
1	Mr. Vijay Anand Jhanwar	Managing Director
2	Mr. Prasant Kumar Mohta	Whole time Director
3	Mr. Praveen Somani	Whole time Director
4	Mr. Sriram Verma	Chief Finance Officer
5	Mr. Priya Namdeo	Company Secretary and Compliance Officer

E. Declaration by Independent Directors

There are 03 (Three) Independent Directors on the Board of the Company. The Company has received
declarations from all the Independent Directors confirming that they meet the criteria of independence as
prescribed under Section 149 (6) of the Act and Regulation 16(1)(b) & 25 of SEBI LODR Regulations. The
Independent Directors have also submitted a declaration confirming that they have registered their names in the
databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs (IICA) in
terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Independent Directors have complied with the Code for Independent Directors as prescribed in Schedule IV
to the Act along with the Code of Conduct for Directors and Senior Management Personnel formulated by the
Company as per Listing Regulations. The Company has obtained declaration of independence from all the
Independent Directors of the Company. None of the Directors have any pecuniary relationship or transactions
with the Company.

17. MEETING OF INDEPENDENT DIRECTORS:

During the Financial Year under review, a separate Meeting of the Independent Directors was held on February
12, 2025 without the attendance of Non-Independent Directors and the Management of the Company. The
Independent Directors discussed and reviewed the performance of the Non-Independent Directors and the Board
as a whole, and also assessed the quality, quantity and timeliness of flow of information between the Management
and the Board which is necessary for the Board to effectively and reasonably perform its duties:

• Review the Post-IPO Utilization of funds.

• Update on Business performance of the Company post listing.

• Strategic concern or the long-term vision alignment after the IPO.

• Review the Project Expansion of the company.

• Review of Stakeholders grievance and Investor relation.

• Compliance Review.

• Review the corporate Governance Practice.

• Performance evaluation of the Board and Management: Review the performance of the Chairman of the
Company, taking into account the views of Executive Directors and Non-Executive Directors and KMP.

• Evaluate the performance of the Committee.

• Review the Management Structure of the Company.

18. NUMBER OF MEETINGS OF THE BOARD:

Your Board of Directors meets at regular intervals to discuss and decide on business strategies/policies and
review the Company’s financial performance. During the Financial Year 2024-25, the 16 (Sixteen) Board
Meetings were held. The meetings were held in accordance with the applicable provisions of the Act Companies
Act, 2013 and other applicable Rules and Regulations.

The details relating to Board Meetings and attendance of Directors in each Board Meeting held during 2024-25
has been separately provided in the Corporate Governance Report.

19. COMMITTEES OF THE BOARD:

The constitution of the Board Committees is in acquiescence of provisions of the Act and the relevant rules made
thereunder and Listing Regulations of the Company. The Board has constituted Audit Committee, Nomination
and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility
Committee, to deal with specific areas/activities that need a closer review and to have an appropriate structure
for discharging its responsibilities:

(A) Audit Committee:

(B) Nomination and remuneration committee:

(C) Stakeholders Relationship Committee:

(D) Corporate Social Responsibility Committee:

The details with regard to the composition of the Committees of the Board and the number of meetings held
during the year of such Committees, as required under the SEBI Listing Regulations, is separately provided in
the Annual Report, as part of the Report on Corporate Governance Annexed to this Report.

20. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Familiarization programme for independent director under clause 25(7) of SEBI (LODR) Regulations 2015,
during the year was held. However, the Independent Directors attended one familiarization programme designed
to enhance their understanding of the Company and their roles including the following:

1) Nature of the industry in which the company operates;

2) Business model of the company;

3) Project Execution excellence

4) Hybrid Projects execution

5) Presentation on Capital Management Plan.

6) Roles, rights, responsibilities of independent directors; and

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured
orientation programmed. Presentations are made by Senior Management giving an overview of the operations,
to familiarise the Directors with the Company''s business operations. The Directors are given an orientation on
the expansion project of the business and structure.

During the year under review, the Independent Directors attended one familiarization programmes designed to
enhance their understanding of the Company and their roles.

21. BOARD EVALUATION:

The Nomination and Remuneration Committee of the Company had approved a Nomination and Remuneration
policy containing the criteria for performance evaluation, which was approved and adopted by the Board of
Directors. The Board has carried out an annual evaluation of its own performance, Board Committees, and
individual Directors pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015,
and as per the criteria defined in the said act and regulations.

The Board’s assessment was discussed with the full Board evaluating, amongst other things, the full and common
understanding of the roles and responsibilities of the Board, contribution towards development of the strategy
and ensuring robust and effective risk management, understanding of the operational programs being managed
by the Company, receipt of regular inputs, receipt of reports by the Board on financial matters, budgets and
operations services, timely receipt of information with supporting papers, regular monitoring and evaluation of
progress towards strategic goals and operational performance, number of Board meetings, committee structures
and functioning, etc.

The outcome of the evaluations conducted by the Nomination and Remuneration Committee and the Independent
Directors at their respective meetings was presented to the Board, for assessment and development
of plans/suggestive measures for addressing action points that arise from the outcome of the evaluation. The
Directors expressed their satisfaction on the parameters of evaluation, the implementation and compliance of the
evaluation exercise done and the results/outcome of the evaluation process. The members concluded that the
Board was operating in an effective and constructive manner.

22. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, based on representation from the
management and after due enquiry, confirm that:

i. In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting
standards have been followed and there are no material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments 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 and of the profit of the Company for that period.

iii. They have taken proper and sufficient care 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.

iv. The Annual Accounts for the year ended March 31, 2025 have been prepared on a “going concern” basis.

v. They have laid down internal financial controls to be followed by the Company and such internal
financial controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively throughout the financial year end March 31,
2025.

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and external consultants 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 the financial
year 2024-25.

23. COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL SENIOR MANAGEMENT PERSONNEL AND OTHER EMPLOYEES:

The Company has in place a ‘Policy on Nomination & Remuneration for Directors, Key Managerial Personnel
(KMP) and Senior Management’, which, inter-alia, lays down the criteria for identifying the persons who are
qualified to be appointed as Directors and/or Senior Management Personnel of the Company, along with the
criteria for determination of remuneration of Directors, KMPs, Senior Management and their evaluation and
includes other matters, as prescribed under the provisions of Section 178 of the Companies Act, 2013 and
Regulation 19 of SEBI LODR Regulations. The Remuneration paid to the Directors is in line with the
Remuneration Policy of the Company.

The Nomination and Remuneration policy is available on the website of the Company at
https://vraitmt.in/investor-sub.php?investor=11

24. MATERIAL CHANGES AND COMMITMENTS:

During the year under review there have been material changes and commitments, which affect the financial
position of the Company as follows:

• During the year under review the Board of directors of the Company has approved in its meeting held
on July 18, 2024, further investment in its Associate Company M/s Vraj Metaliks Private Limited,
Company has entered into share purchase agreement with the existing shareholder of the Vraj Metaliks
Private Limited, subsequent the said transaction holding increase upto 49.90% which rise the
consolidated profit.

• Company has in the process of installation of 15MWp Solar Power Plant, Implementation Agreement
with SR Corporate Consultant Private Limited have been entered, the said set up shall minimize the
Power Cost.

• The expansion project has been successfully commissioned and the commercial operations of Sponge
Iron have been started from December 23, 2024 during the financial year.

• During the year Power plant set up successfully commissioned on March 24, 2025.

• The Company has approved in its meeting held on March 17, 2025 the formation of CSR Trust as
Implementing Agency under the name and style of Vraj Foundation to undertake CSR activities of the
Company with its holding company M/s Gopal Sponge and Power Private Limited and Its Associates
Company M/s Vraj Metaliks Private Limited.

25. AUDITORS AND AUDIT REPORT:

i. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter, M/s. Amitabh Agrawal
& Co. (FRN: 006620C) has been appointed as Statutory Auditor of the Company for a period of five years from
the financial year 2023-24 to financial year 2027-28 i.e. till conclusion of the Annual General Meeting
to be held in the year 2028, after obtaining a certificate from M/s. Amitabh Agrawal & Co (FRN: 006620C) to

the effect that if their appointment is made, the same would be within the limits prescribed under Section 141 (3)
(g) of the Companies Act, 2013. The Company has received certificate from the said auditors that they are not
disqualified and are eligible to hold the office as Auditors of the Company.

The Statutory Auditors have not made any adverse comments or given any qualification, reservation or
adverse remarks or disclaimer in their Audit Reports on the Financial Statements of both Standalone
and Consolidated for the Financial Year 2024-25. and the Reports are self-explanatory.

The said Auditors’ Reports for the Financial Year ended March 31, 2025 on the Financial Statements of
the Company forms part of this Annual Report.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Nitin Agrawal & Co. a
proprietorship firm of Company Secretary in Practice (CP No. 11931 & M.N. F9684), toundertake the Secretarial
Audit of the Company for a term of 03 (Three) consecutive F.Y. i.e. from 2023-24 to 2025-26.

Further in accordance with the Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read along with SEBI Circular No. SEBI/HO/CFD/PoD2ICINP/0155 dated November
11,2024. The Board of Directors of the Company at their meeting held on May 27, 2025 has re-appointed M/s
Nitin Agrawal & Co. as the Secretarial Auditor of the Company for the 05 (Five) consecutive F.Y. i.e. from
2025-26 to 2029-30 which is subject to the approval of the Shareholders of the Company. He is eligible and has
offered himself for reappointment as Secretarial Auditor of the Company, Resolution for his reappointment
is being proposed at the 21^st AGM and his profile is included in the Annexure to Notice of the 21^st AGM.

The Secretarial Audit Report for the F.Y. 2024-25 in Form MR-3 is annexed to this report as “Annexure-VI”
Pursuant to provisions of Regulation 24A of Listing Regulations, the Company has undertaken an audit
for the F.Y. 2024-25, for all applicable compliances as per SEBI Rules, Regulations, Circulars, Notifications,
Guidelines etc. issued thereunder.

The Secretarial Audit Report and the Annual Secretarial Compliance Report for the financial year ended March
31, 2025 are unmodified i.e. they do not contain any qualification, reservation, or adverse remark.

iii. Cost Auditor:

Pursuant to Section 148(1) of the Companies Act, 2013 the Company is required to maintain cost records
as specified by the Central Government and accordingly such accounts and records are made and maintained.
Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit)
Amendment Rules, 2014, the Company is also required to get its cost accounting records audited by a
Cost Auditor. Accordingly, the Board, at its meeting held on May 14, 2025 has on the recommendation of the
Audit Committee, re-appointed M/s Sanat Joshi & Associates, Cost Accountant (FRN: 000506) to conduct
the audit of the cost accounting records of the Company for FY 2025-26 on a remuneration of Rs. 60000/-
(Rupees Sixty Thousand) plus out of pocket expenses and applicable taxes.

The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of
the Companies (Audit and Auditors) Rules, 2014 and is being accordingly placed before the Members for
ratification in the ensuing 21^st Annual General Meeting.

The cost audit report does not contain any observation or qualification requiring explanation or comments
from the Board under Section 134(3) of the Companies Act, 2013. M/s Sanat Joshi & Associates, Cost
Accountant (FRN:000506) were appointed as the Cost Auditors of the Company for the F.Y. 2024-2025.

iv. Internal Auditor:

The Company has in place an adequate internal audit framework to monitor the efficacy of the internal controls
with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective
and reasonable assurance on the adequacy and effectiveness of the Company’s processes. The Internal Auditor
reports directly to the Chairman of the Audit Committee.

M/s Amit Kumar Agrawal & Co. Chartered Accountants, (FRN:024556C) Raipur appointed as the Internal
Auditors of your Company for a term of 03 (Three) consecutive F.Y. i.e. from 2023-24 to 2025-26. in accordance
with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014.

Certification by CFO under Regulation 17(8) of the Listing Regulation is annexed to the Board’s Report as
“Annexure V”.

26. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Returns of the Company are available on the website
of the Company at https://vraitmt.in/investor.php?investor=2

27. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, none of the auditors have reported any instances of fraud committed against the
Company by its officers or employees to the Audit Committee as required to be reported under Section 143 (12)
of the Act.

28. VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy and established the necessary Vigil Mechanism, which is in
line with the Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulation, 2015,
for its Directors and Employees. The details of this policy are explained in the Corporate Governance Report
which forms a part of this Annual Report and also hosted on the website of the Company at
https://www.vraitmt.in/investor-sub.php?investor=11 There were no instances of reporting under vigil
mechanism during the financial year ended 31st March, 2025.

29. INTERNAL CONTROLS & AUDIT:

According to Section 134(5)(e) of the Act and Regulation 17(8) of SEBI (LODR) Regulation, 2015 in terms of
internal control over financial reporting, the term Internal Financial Control (‘IFC’) means the policies and
procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including
adherence to Company’s policies, the safeguarding of its assets, the prevention and early detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial
information.

The Company has a well-established internal control framework, which is designed to continuously assess the
adequacy, effectiveness and efficiency of financial and operational controls and the Board is responsible for
ensuring that IFC are laid down in the Company and that such controls are adequate and operating effectively.

The Company believes that strengthening of internal controls is an ongoing process and there will be continuous
efforts to keep pace with changing business needs and environment. The Company’s internal control systems are
commensurate with the nature of its business and the size and complexity of its operations.

These are routinely tested and certified by Statutory as well as Internal Auditors. Further there were no letters of
internal control weaknesses issued by the Internal Auditor or the Statutory Auditors during the financial year
under review.

Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3)(i) of the Act
forms part of the Audit Report.

30. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its various operational and business
risks involved in its business. Your Company also takes all efforts to train its employees from time to time to
handle and minimize these risks.

31. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time in respect of Directors/
employees of the Company and a statement showing the names and other particulars of the employees drawing
remuneration in excess of the limits set out in Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as amended from time to- time forms part of this Board
Report as “Annexure- VIP to this report.

32. HUMAN RESOURCES & INDUSTRIAL RELATIONS:

Employees are the most valuable and indispensable asset for a Company. Your Company has cordial relations
with the workers and employees at all levels of the organisation. A section on Human Resources/ Industrial
relations is provided in the Management Discussion and Analysis Report which forms part of the Annual Report.

33. LISTING WITH STOCK EXCHANGES:

Your Company has listed its Securities with Stock Exchange on July 03, 2024 at BSE Limited and NSE of India
Limited (Main Board) followed by Initial Public Offering (IPO) during the year with the BSE Scrip Code: 544204
and NSE Symbol: VRAJ respectively.

34. CREDIT RATING:

During the year under review, the credit rating of the Company has been reaffirmed by the M/s CARE Ratings
Limited (the Rating Agency), the agency has, reaffirmed the credit ratings on the Bank Facilities of the Company,
details of the same are provided in the Corporate Governance Report.

35. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of
the Board of Directors and General Meetings respectively.

36. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 and the SEBI Regulations, the Company has adopted policies
which are available on its website http: //www .vrajtmt.in.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy and technology absorption under section 134(3Xm), of the
Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are as follows:

1. Conservation of Energy

(i) Steps taken or impact on conservation of energy:

Company has plan to set up Energy efficiency is a cornerstone for positive impact on environment and
sustainable growth; the company is putting continues efforts to reduce the consumption of energy and
maximum possible saving of energy.

(ii) The steps taken by the company for utilizing alternate sources of energy: -

• 15 MW Solar Power Plant set up is under the process during the year in the village-Mohbhattha,
Tehsil-Berla, District-Bemetara (C.G), generation of the power from this plant will be consumed
in the Raipur (Siltara) plant by the Company.

• The Company has used alternate source of energy, whenever and to the extent possible.

(iii) The capital investment on utilizing alternate sources of energy upto March 31, 2025: - 100.00 million.

2. Technology Absorption:

(i) The effort made towards technology absorption: - No specific activities have been done by the Company.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:
- No specific activity has been done by the Company.

(iii) In case of Imported Technology (Imported during the last three years reckoned from the beginning of the
Financial Year: - NA

(iv) The Expenditure Incurred on Research and Development: This Clause is Not Applicable in the company

3. Foreign Exchange Earnings and Outgo:

The Company did not have any foreign exchange earnings or outgo during the financial year under review.

38. INDUSTRIAL RELATIONS

During the year under review Industrial Relations for the period under review continued to be cordial.

39. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act and
Regulation 34 read with Schedule V of the SEBI Listing Regulations form part of the Notes to the financial
statements of the Company provided in this Annual report.

40. PREVENTION OF INSIDER TRADING:

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015 as amended from time to time, the Company has complied and formulated a Code of Conduct for Prevention
of Insider Trading Policy, which prohibits trading in shares of the Company by insiders while in possession of
unpublished price sensitive information in relation to the Company and can be accessed on the Company’s
website through the following link https://vraitmt.in/investor-sub.php?investor=11

The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price
sensitive information and to prevent any insider trading activity by way of dealing in securities of the Company
by its Designated Persons Mrs. Priya Namdeo, Company Secretary and Compliance Officer of the Company is
authorized to act as Compliance Officer under the Code. The code is applicable to all directors, designated
persons and their immediate relatives and connected persons who have access to unpublished price sensitive
information. Further, the Company has maintained a Structural Digital Database (SDD) pursuant to provisions
of regulations 3 (5) and (6) of Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015.

41. SIGNIFICANT AND MATERIAL ORDERS:

During the under review no significant and material orders were passed by the Regulators or Courts or Tribunals
which would impact the going concern status or the Company’s future operations.

However, Regional Director (RD) Ahmedabad, has passed an order under section 16 of the Companies Act,
2013, in favour of the Company, the order was issued in response to an objection raised by another entity
regarding similar names, The RD after examining the matter passed an order:

“That the name of the respondent company namely Vraj Iron and Steel Limited is not identical or too nearly
resembles to the name of the applicant company M/s Viraj Profiles Private Limited and its registered trade mark
"Viraj" and thereby, does not merit a direction upon the respondent company under section 16(1) of the
companies act, 2013 warranting no direction for rectification of change of name upon the respondent company.
Therefore, the petition filed by the Applicant Company was dismissed, accordingly”.

42. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at workplace and is committed to provide a safe and
secure working environment for all employees. The Company has adopted a Policy on Prevention, Prohibition
and Redressal of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder and the same
is hosted on the Company’s website at https://vraitmt.in/investor-sub.php?investor=11

Sr. No.	Particulars	Remark
1	No of Complaint at the beginning of the year	NIL
2	No of complaint received during the year	NIL
3	No. of complaints disposed of during the year	NIL
4	No. of complaints pending as on March 31, 2025	NIL

An Internal Complaints Committee (ICC) has also been set up to redress complaints received regarding sexual
harassment. During the year under review, no cases were filed under the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

43. PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT. 1961.

During the year the under review the company has complied with the provision of Maternity Benefits Act, 1961.
As amended by the Maternity Benefit Act, 2017 which inter-alia provides maternity leaves to the woman
employee. The company has taken adequate measures to ensure compliance with the requirement, and necessary
facilities are extended to woman employee to support their health, welfare and work life balance.

44. CORPORATE GOVERNANCE:

As per Regulation 34(3) read with Schedule V of the of SEBI (LODR) Regulations 2015, a separate section on
corporate governance practices followed by the Company, together with a certificate from M/s Nitin Agrawal
and Co., Practicing Company Secretary confirming compliance with the same has been disclosed under the
Corporate Governance Report section of this Annual Report. A certificate of the CEO & Whole Time Director
and Chief Financial Officer of the Company in terms of Listing Regulations, inter alia, confirming the correctness
of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of
matters to the Audit Committee, is also annexed as “Annexure-IX”.

Also, a declaration signed by the CEO & Whole Time Director stating that members of the board and senior
management personnel have affirmed the compliance vide Code of Conduct of the Board and senior management
is attached to the report on corporate governance.

45. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the top 1000 listed entities based on market capitalization are required to submit a Business Responsibility
and Sustainability Report (BRSR) as part of their Annual Report.

As per the list of top 1000 listed companies based on market capitalization as on December 31, 2024, issued by
the National Stock Exchange (NSE) and the Bombay Stock Exchange (BSE), the Company is ranked 1458^th on
NSE and 1542 th on BSE. Accordingly, the provisions relating to submission of BRSR are not applicable to the
Company for the financial year 2024-25.

46. GENERAL:

There were no transactions with respect to following matters during the year:

1. During the Financial Year under review, the Company neither made any application nor any proceeding
is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

2. There was no instance of one-time settlement with any Bank or Financial Institution, However Company
has paid its Long-Term Loan Facilities of Rs. 700.00 million (Rupees Seven Hundred Million Only) from
the IPO proceeds as per the object of the company stated in the RHP.

3. During the financial year under review no disclosure or reporting is required with respect to issue of equity
shares with differential rights as to dividend, voting or otherwise, issue of Sweat equity shares and
Buyback of shares.

4. The Company serviced all the debts & financial commitments as and when they became due with the
Bankers or Financial Institutions.

47. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as
explained in the Corporate Governance Report, describing the Company’s objectives, projections, estimates and
expectations may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations.
Actual results might differ materially from those either expressed or implied in the statement depending on the
circumstances.

48. ACKNOWLEDGEMENTS:

Your directors’ place on records their sincere appreciation for the continued co-operation and support extended
to the Company by all the stakeholders. Your directors’ also place on record sincere appreciation of the continued
hard work put in by the employees at all levels, amidst the challenging time.

The Directors are thankful to the esteemed shareholders for their support and the confidence reposed in the
Company and its management and also thank the Company’s vendors, investors, business associates,
Central/State Government and various departments and agencies for their support and co-operation.

For and on behalf of Board of Directors
VRAJ IRON AND STEEL LIMITED

Sd/- Sd/-

Vijay Anand Jhanwar Prasant Kumar Mohta

(Managing Director) (Whole time Director)

DIN: 00826103 DIN: 06668452

Place: Raipur Chhattisgarh
Date: Thursday August 28, 2025

---

Mar 31, 2024

Your directors take pleasure in presenting their Twentieth Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31^stMarch, 2024.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of consolidated and standalone financial highlights for the financial year ended March 31, 2024 and previous financial year ended March 31, 2023 is given below:

Standalone and Consolidated Financial Performance:

(Rs. in Millions)

Particulars	Consolidated		Standalone
	31-Mar-2024	31-Mar-2023	31-Mar-2024	31-Mar-2023
Total Income	4242.70	5174.21	4242.70	5174.21
Less: Expenditure	3458.12	4419.81	3458.96	4419.81
Profit before Depreciation	784.58	754.4	784.58	754.4
Less: Depreciation	58.42	64.42	58.42	64.42
Profit before Tax	726.16	689.98	726.16	689.98
Provision for Taxation	184.99	178.87	184.99	178.87
Profit after Tax	574.08	539.97	541.17	511.11
Other Comprehensive Income	-	-	-	-
Total Comprehensive Income	-	-	-	-
Total Profit/Loss for the year attributable to:
Owners of the Company	-	-	-	-
Non-Controlling Interests	-	-	-	-
Other Comprehensive Income for the year attributable to:
Owners of the Company	-	-	-	-
Non-Controlling Interests	-	-	-	-
Total Comprehensive Income/Loss for the year attributable to:
Owners of the Company	-	-	-	-
Non-Controlling Interests	-	-	-	-
Earnings Per Share (Face Value of ?10)
(1) Basic	23.22	21.84	21.89	20.67
(2) Diluted	23.22	21.84	21.89	20.67

Standalone

The Total Income of the Company stood at Rs.4242.70 Millions for the year ended March 31, 2024 as against Rs.5174.21Millions in the previous year. The Company made a Net Profit of Rs.541.17 Millions for the year ended March 31, 2024 as compared to the Net Profit of Rs.511.11Millions in the previous year.

Consolidated:

The Consolidated Total Income isRs.4242.70 Millions for the financial year ended March 31, 2024 as against Rs.5174.21Millions during the previous financial year. Consolidated Net Profit is Rs. 574.08Millions for the year ended March 31, 2024 as compared to Rs. 539.97Millions in the previous year.

The consolidated financials reflect the cumulative performance of the Company together with its Associate M/s Vraj Metaliks Private Limited.

2. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

The Board has decided not to transfer any amount to the reserve for the year under review, however an amount of Rs.19,77,74,000 capitalised from the Reserves for Issue of Bonus Shares.

3. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a The Cash Flow Statement is included as part of the financial statements in this Annual Report.

4. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2024.

5. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND:

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF). In FY 2023-24, there was no amount due for transfer to IEPF.

6. CHANGE IN NAME OF THE COMPANY:

During the year under review the Company has changed its name from Phil Ispat Private Limited to Vraj Iron and Steel Private Limited on 29^th September, 2023 and from Vraj Iron and Steel Private Limited to Vraj Iron and Steel Limited on 31^st October, 2023 for the purpose of better representation of name in the market by the members of the Company at their duly convened meeting.

7. SHARE CAPITAL:

The authorized share capital of the company is Rs. 40,00,00,000/- divided into 4,00,00,000 equity shares of Rs. 10/-

The paid-up share capital of the Company is Rs 24,72,17,500/- divided into 2,47,21,750Equity shares of Rs. 10/-

8. DEMATERIALISATION OF SHARES:

As on March 2024 all the shares of the Company isheld in dematerialized form. The breakup of the equity shares held in dematerialized and physical form as on 31^st March 2024 is as follows:

MODE	SHARES	% OF CAPITAL
Shares in Demat mode with NSDL	0	0
Shares in Demat mode with CDSL	2,47,21,750	100
Shares in Physical Mode	0	0
Total	2,47,21,750	100

Company has obtained ISIN (INE0S2V01010)from NSDL and CSDL for facilitating demat services to its shareholders. Company has appointed M/sBigshare Services Private Limited as the Registrar and Transfer Agent of the Company.

9. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and is presented in a separate section forming part of the Annual Report as“Annexure I”.

10. CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in nature of business of the Company during the F.Y. 2023-24 under review, however company has expansion project.

11. DISCLOSURES BY DIRECTORS:

The Board of Directors has submitted Disclosure of interest in Form MBP-1 under Section 184(1)as well as intimation by directors in Form DIR-8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

Certificate of Non-Disqualification of Directors received from Nitin Agrawal &Co., Practicing Company Secretary is annexed to the Board’s Report as “Annexure II”.

12. REMUNERATION POLICY:

The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Policy is provided in Annexed to this Report as “Annexure III”.

13. MATERIAL CHANGES AND COMMITMENTS:

There have been material changes and commitments, which affect the financial position of the Company during the year under review. However as on the date of this Report Company has entered into share purchase agreement with the existing shareholder of Vraj Metaliks Private Limited upto 49.90%and installation of 15MWp Solar Power Plant Implementation Agreement with SR Corporate Consultant Private Limited.

Further following are the material changes happened during the year under review:

• During the Year, the Company has increased its Authorised share capital from Rs. 5,00,00,000 (Rupees Five Crores) to Rs. 40,00,00,000 (Rupees Forty Crores) at EOGM held on 29^th September, 2023.

• The Company has made Issue of Bonus Equity Shares of 1,97,77,400 (One Crore Ninety-Seven Lakhs Seventy-Seven Thousand Four Hundred) Bonus Equity Shares of Rs. 10/- (Rupees Ten only) each in the Proportion of 4:1 at EOGM held on 29^th September, 2023.

• During the Year, the Company has changed its Name from Phil Ispat Private Limited to Vraj Iron and Steel Private Limited by-passing Special Resolution at EOGM held on 29^th September, 2023.

• During the Year, the Company has made Certain Additions in Object clause of the Memorandum of Association and Altered the Memorandum of Association and adopted Table A Schedule I and Further the Company has Adopted New Set of Article of Association as per Table F, Schedule I of Companies Act, 2013 at EOGM held on 29^th September, 2023.

• During the Year, the Company has Converted from Private Limited Company to Public Company at EOGM held on 31^st October, 2023, in addition the Company has made Alteration in the Memorandum of Association and in Article of Association by changing the name of the company from Vraj Iron and Steel Private Limited to Vraj Iron and Steel Limited.

• The Members of the Company in pursuance to Section 180(1)(a) of the Companies Act, 2013 has passed the Special resolution in the EOGM held on 10^th November, 2023 to sell, lease or otherwise dispose of the whole or substantially the whole of the Undertaking of Company. Further, Special Resolution was also passed U/s 180(1)(c) of the Companies Act, 2013 to increase the Borrowing Limit up to Rs. 1,000 Cr.

• The Members of the Company in Pursuance to Section 185 of the Companies Act, 2013 has passed Special Resolution in the EOGM held on 10^th November, 2023 for the Approval of giving loan or guarantee or providing security in connection with loan availed by any person in whom any of the Director of the Company is interested up to a sum not exceeding Rs. 1,000 Cr (Rupees One Thousand Crores).

• The Members of the Company in Pursuance to Section 186 of Companies Act, 2013 has passed Special Resolution in the EOGM held on 10^th November, 2023 for granting loans and investments up to an amount not exceeding Rs. 1,000 Cr (Rupees One Thousand Crores)

• The Members of the Company in Pursuance to Section 188 of Companies Act, 2013 has passed Special Resolution in the EOGM held on 10^th November, 2023 to approve the Related Party Transactions in the Ordinary course of Business of the Company.

• During the Year, the Company has made Certain Alteration in Article of Association by Adding new Articles in the ‘Others’ at EOGM held on 10^th November, 2023.

• The Members of the Company in Pursuance to Section 23, 62(1)(C) and applicable Provision of Companies Act, 2013 has passed Special Resolution in the EOGM held on 21^st December, 2023 to Approve Initial Public Offer of the Equity Shares of the Company.

• During the Year, the Company has made all the Arrangement pertaining to Listing on Recognised Stock Exchange and enacted all the Necessary Policies which is duly approved by Board of Directors of the Company.

• On 20^th March, 2024, the Company has obtained In-principle Approval from the Recognised Stock Exchange i.e, National Stock Exchange and Bombay Stock Exchange for getting its Equity shares listed on the said exchanges.

14. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2024 is available on the website of the Company https://www.vraitmt.in/investor.php?investor=2

15. CHANGE IN SHARE CAPITAL:

During the year the company has increased its authorized share capital from Rs. 5,00,00,000/- (Rupees Five Crore) divided into 50,00,000 equity shares of Rs. 10/- each to Rs. 40,00,00,000/- (Rupees Forty Crore) divided into 4,00,00,000 equity shares of Rs. 10/- each by creation of additional 3,50,00,000 (Three Crore Fifty lakh)Equity Shares of Rs. 10/- (Rupees Ten only) each in the Extra-Ordinary General Meeting held on 29^th September, 2023.

As known to all of us, all the above proposals were duly passed in the Extra-Ordinary General Meeting and it was resolved to alter the Memorandum and Articles of Association. All the formalities regarding alterations have been duly completed.

16. ALLOTMENT:

During the year, the Company has allotted following equity Shares:

> Allotment of 1,97,77,400 Equity Shares of Rs 10/- each per share on 29/09/2023 as bonus issue of shares.

Due to the above allotment the paid-up capital has been increased from Rs. 4,94,43,500/- to Rs. 24,72,17,500/-

17. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Familiarization programme for independent director under clause 25(7) during the year was not applicable. However, the Independent Directors attended one familiarization programme designed to enhance their understanding of the Company and their roles including the following:

(a) nature of the industry in which the company operates;

(b) business model of the company;

(c) roles, rights, responsibilities of independent directors; and

(d) any other relevant information.

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation programmed. Presentations are made by Senior Management giving an overview of the operations, to familiarise the new Directors with the Company''s business operations. The Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company.

During the year under review, the following directors were inducted to the Board as Independent Director:

(a) Mrs. Sanjeeta Mohta (w.e.f. November 10^th2023)

(b) Mr. Sumit Deb (w.e.f. December19^th2023)

(c) Mr.Pramod Kumar Vaswani (w.e.f. December19^th 2023)

During the year under review, the Independent Directors attended one familiarization programme designed to enhance their understanding of the Company and their roles.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has a right mix of Board of Directors. The Structure and Composition of Board has optimum number of executive and non-executive directors and key Managerial Personnel’s to have good governance and to carry out the Board Functions efficiently and effectively.

i. Composition of the Board

Sr. No.	Name	Designation	Date of Appointment
1	Mr. Vijay Anand Jhanwar	Chairman and Managing Director	07/04/2012
2	Mr. Prasant Kumar Mohta	Whole time Director	26/08/2013
3	Mr. Praveen Somani	Whole time Director	07/09/2021
4	Mrs. Sanjeeta Mohta	Non Executive Independent Director	10/11/2023
5	Mr. Sumit Deb	Non Executive Independent Director	19/12/2023
6	Mr. Pramod Kumar Vaswani	Non Executive Independent Director	19/12/2023

ii. Change in Directors and designation:

The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors, NonExecutive Directors, and Independent Directors. All changes in the composition of the Board during the period under review were carried out in compliance with the provisions of the Companies Act, 2013.

*During the period under review, and as of the date of this report, the following changes occurred in the composition of the Board of Directors:

Sr No.	Name of Director	Category of Director	Date of Appointment/ Cessation	Reason of change
1	Mr. Vijay Anand Jhanwar	Managing Director	November10th2023	To form Board composition Appointed as Chairman and Managing Director
2	Mrs. Sanjeeta Mohta	Non-Executive -Independent Director	November 10th2023	Appointment
3	Mr. Sumit Deb	Non-Executive -Independent Director	December 19th2023	Appointment
4	Mr. Pramod Kumar Vaswani	Non-Executive -Independent Director	December 19th 2023	Appointment

During the year under reviewand as of the date of this report, the following directors were re-appointed:

(A) Mr. Prasant Kumar Mohta(DIN:06668452) has been Re-Appointed as Whole Time Director of the Company, for a period of 5 (five) years i.e. with effect from June 17, 2024 up to June 16, 2029.

iii. Committees of Board of Directors

To ensure focused oversight and effective governance, the Board of Directors has established several committees. These committees are composed of board members and are tasked with specific responsibilities that support the board''s overall mission. The committees are as follows:

(A) Audit Committee

The details with regard to the composition of the Committees of the Board as on 31^st March 2024.

Sr. No.	Name of Committee members	DIN	Category	Position in the committee
1	Mrs. Sanjeeta Mohta	07786544	Non-Executive - Independent Director	Chairman
2	Mr. Vijay Anand Jhanwar	00826103	Chairman and Managing Director	Member
3	Mr. Pramod Kumar Vaswani	01627359	Non-Executive - Independent Director	Member

(B) Nomination and remuneration committee

The details with regard to the composition of the Committees of the Board as on 31st March 2024.

Sr. No.	Name of Committee members	DIN	Category	Position in the committee
1	Mr. Sumit Deb	08547819	Non-Executive - Independent Director	Chairman
2	Mrs. Sanjeeta Mohta	07786544	Non-Executive - Independent Director	Member
3	Mr. Pramod Kumar Vaswani	01627359	Non-Executive - Independent Director	Member

(C) Stakeholders Relationship Committee

The details with regard to the composition of the Committees of the Board as on 31st March 2024

Sr. No.	Name of Committee members	DIN	Category	Position in the committee
1	Mr. Pramod Kumar Vaswani	01627359	Non-Executive -Independent Director	Chairman
2	Mr. Prashant Kumar Mohta	06668452	Whole time Director	Member
3	Mr. Vijay Anand Jhanwar	00826103	Chairman and Managing Director	Member

(D) Corporate Social Responsibility Committee

The details with regard to the composition of the Committees of the Board as on 31st March 2024

Sr. No.	Name of Committee members	DIN	Category	Position in the committee
1	Mr. Vijay Anand Jhanwar	00826103	Chairman and Managing Director	Chairman
2	Mr. Praveen Somani	09297084	Whole time Director	Member
3	Mrs. Sanjeeta Mohta	07786544	Non-Executive -Independent Director	Member

The details with regard to the composition of the Committees of the Board and the number of meetings held during the year of such Committees, as required under the SEBI Listing Regulations, is separately provided in the Annual Report, as part of the Report on Corporate Governance Annexed to this Report as “Annexure IV”.

iv. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances, which may affect their status as Independent Director during the year.

During the year under review, the Independent Directors held their separate meeting on 18/03/2024 inter alia, to discuss:

• Review the performance of the Non-Independent Directors.

• Review the performance of the committees and Board as a whole.

• Review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

• Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties

v. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Praveen Somani (09297084), Executive Director of the Company, retires by rotation and offers himself for re- appointment.

The brief resume of Mr. Praveen Somani, the nature of his expertise in specific functional areas, names of the companies in which he has held directorships, her shareholding etc. are furnished in the Annexure - A to the notice of the ensuing AGM.

19. KEY MANAGERIAL PERSONNEL:

During the period under review and as on the date of Report, the Key Managerial Personnel (KMP) of the Company, appointed under the provisions of Section 203 of the Companies Act, 2013, are as follows:

(a) Mr. Shriram Verma (Chief Financial Officer)

(b) Ms. Priya Namdeo (Company Secretary & Compliance Officer)

During the period under review, the following changes in Key Managerial Personnel occurred:

(a) .Mr. Shriram Verma was appointed as the Chief Financial Officer of the Company effective from December 01, 2023

(b) Ms. Priya Namdeowas appointed as the Company Secretary & Compliance Officer of the Company effective from December 01, 2023.

20. BOARD MEETINGS:

During the year, Twenty-SevenBoard Meetings were convened and duly held. The details of which are given in the Corporate Governance Report annexed to this Report as “Annexure IV”. which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

21. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, and Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2024. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.

The Board carried out formal annual evaluation of its own performance and that of its Committees viz., the Audit Committee, Stakeholders’ Relationship Committee, Nomination and Remuneration Committee (NRC). The Board also carried out the performance evaluation of all the individual directors including the Chairman of

the Company. Additionally, NRC also carried out the evaluation of the performance of all the individual directors and Chairman of the Company. The performance evaluation was carried out by way of obtaining feedback from the Directors through a structured questionnaire prepared in accordance with the policy adopted by the Board and after taking into consideration the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India.

The feedback received from the Directors through the above questionnaire was reviewed by the Chairman of the Board and the Chairman of the NRC and then discussed the same at the meetings of the Board and NRC respectively. The performance evaluation of the Chairman, Whole Time Director and the Board as a whole was carried out by the Independent Directors at their separate meeting.

22. CORPORATE SOCIAL RESPONSIBILITY:

The Company has duly constituted a CSR committee of the Board , the Powers, Rolls, and Terms of reference of the CSR committees is in accordance with the provision of Section 135 of The Companies Act, 2013 and the policy framed as per amendments inserted and the same has been disclosed on the website of the Company at https://www.vraitmt.in/

The detailed Composition of members of the CSRCommittee at present as given below_:

Sr. No.	Name of Committee members	DIN	Category	Position in the committee
1	Mr. Vijay Anand Jhanwar	00826103	Chairman and Managing Director	Chairman
2	Mr. Praveen Somani	09297084	Whole time Director	Member
3	Mrs. Sanjeeta Mohta	07786544	Non-Executive -Independent Director	Member

The Annual report on CSR activities initiated and undertaken by the Company during the year under review is annexed herewith as an Annexure V.

23. AUDITORS:

i. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter, M/s. Amitabh Agrawal & Co (FRN: 006620C) has been appointed as Statutory Auditor of the Company for a period of five years from the financial year 2023-24 to financial year 2027-28 i.e. till conclusion of the Annual General Meeting to be held in the year 2028, after obtaining a certificate from M/s. M/s. Amitabh Agrawal & Co (FRN: 006620C) to the effect that if their appointment is made, the same would be

within the limits prescribed under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment and also satisfies the criteria as mentioned under Section 141.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, the Company has appointed Nitin Agrawal & Co. a firm of Company Secretaries in Practice (CP No. 11931), to undertake the Secretarial Audit of the Company for the 03 (Three) consecutive F.Y. i.e. from 2023-24 to 2025-26. The Secretarial Audit Report for F.Y. 2023-24 is annexedherewith as“Annexure VI”.

iii. Cost Auditor:

The provisions of section 148 of Companies Act, 2013 read with Companies (Cost Record and Audit) Rules, 2014 are applicable to the company for maintenance of cost record as the item manufactured by the company falls under non-regulated sector, Table B of the said rules, and the same are maintained.

Further the Company has duly appointed M/s Sanat Joshi& Associates, Cost Accountant (FRN: 000506) as the Cost Auditor for the audit of cost Records maintained by the Company.

iv. Internal Auditor:

The Board of Directors of the Company and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed M/s Amit Kumar Agrawal & Co. Chartered Accountants,(FRN:024556C) Raipur as the Internal Auditors of your Company for the 03 (Three) consecutive F.Y. i.e. from 2023-24 to 2025-26.The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board.

24. AUDITOR’S REPORT:

i. Statutory Auditors Reports

The Statutory Auditor has given opinion on their Audit Report as “In our opinion and according to the information and explanations given to us, the company has used software for maintaining its books of accounts and the said software does not have audit trail (edit log) feature and as such there is no question of maintaining of audit trail (edit log) feature and tampering thereof.”

The Boards explanation on the Statutory Auditor’s opinion is:

“The Software used by the company for maintaining its books of accounts does not have audit trail (edit log) feature although the management of the Company has numerous times endeavored to procure the upgraded version of the software currently used while the concerned software providers were not able to provide the same. Your directors also tried to procure comparative software with audit trial (edit log) feature but were not satisfied with the functioning of the same and as such search is still not complete. But that does not imply failure or material weakness in the operating effectiveness of the software put to use by the company and the company is planning to procure and employ the software with audit trial (edit log) feature at the earliest possible time.

ii. Secretarial Auditor Report

Secretarial Auditor’s Report does not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an Annexure, which forms part of this report.

iii. Internal Auditor Report

Internal Auditor Report does not contain any qualifications, reservations or adverse remarks or disclaimers.

Certification by CFO under Regulation 17(8) of the Listing Regulation is annexed to the Board’s Report as “Annexure VII

25. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

As on March 31, 2024, the Company has a holding company i.e. Gopal Sponge And Power Private Limited and M/s Vraj Metaliks Private Limited is an associate company of Vraj Iron and Steel Limited. Details of the associate company are provided in the form AOC-1 is annexed herewith as Annexure VIII Further, the company has no subsidiaries or joint venture companies, during the period under review.

26. VIGIL MECHANISM:

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://www.vraitmt.in/investor-sub.php?investor=11

27. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s Amit Kumar Agrawal& Co., Chartered Accountants, (FRN. 024556C)as an Internal Auditors of the Company for the year under review, to check the internal controls and functioning of the activities and recommend ways of

improvement. The Internal Audit is carried out on quarterly and half yearly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants 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 the financial year 2023-24.

28. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

29. LISTING WITH STOCK EXCHANGES:

During the year under review your Company has filed DRHP on December 28 2023, to issue fresh shares in public and listed on July 03, 2024 at BSE Limited and NSE of India Limited (Main Board).

30. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

31. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted policies which are available on its website http://www.vraitmt.in

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy and technology absorption under section 134(3Xm), of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are as follows:

i. Conservation of Energy

The company is putting continues efforts to reduce the consumption of energy and maximum possible saving of energy.

a. The steps taken by the company for utilizing alternate sources of energy:-

The Company has used alternate source of energy, whenever and to the extent possible

b. The capital investment on energy conservation equipments:- NIL

ii. Technology absorption

a. The effort made towards technology absorption:-

No specific activities have been done by the Company.

b. The benefits derived like product improvement, cost reduction, product development or import substitution:-

No specific activity has been done by the Company

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:- NA

iii. The expenditure incurred on Research and Development - Not Applicable.

iv. Foreign exchange earnings and Outgo

The Company did not have any foreign exchange earnings or outgo during the financial year under review.

33. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

The company has made requisite disclosure as required pursuant to section 186 under the provision of the Companies Act,2013 during the year. The required details form the part of Financial Statements and disclosed in the Independent Audit Report as on 31^st March 2024.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into with related parties as defined under the Act during the FY were in the ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the FY which were in conflict with the interest of the Company and A statement in Form AOC-2 pursuant to the provisions of clause

(h) of sub-section (3) of section 134 of the Act read with sub-rule (2) of rule 8 of Companies (Accounts) Rules, 2014 is furnished in Annexure IX. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

35. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

36. PREVENTION OF INSIDER TRADING:

During the year under review Code of Conduct for Prevention of Insider Trading” (“the Insider Trading Code”) and Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“the Code”) in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018 was not applicable to the Company, However in compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted “Code of Conduct for Prevention of Insider Trading” (“the Insider Trading Code”). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. And the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“the Code”) in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Company’s website www.vrajtmt.in

37. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

However, company had received in-principal approval on 20^th March, 2024, from recognized stock exchange BSE & NSE for getting its shares listed in the said exchanges.

38. FRAUD REPORTING:

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

39. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013and an Internal

Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

40. CORPORATE GOVERNANCE:

Pursuant to SEBI (LODR) Regulations, 2015, the Report on Corporate Governance during the period under review with the Certificate issued by M/s Nitin Agrawal and Co., Practicing Company Secretaries, on compliance in this regards forms part of this Annual Report as “Annexure -X”.

41. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments 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 and of the profit of the Company for that period.

iii. They have taken proper and sufficient care 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.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants 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 the financial year 2023-24.

42. INTERNALFINANCIAL CONTROLS:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants 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 the financial year 2023-24.

43. GENERAL:

There were no transactions with respect to following matters during the year:

1. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

2. There was no instance of one-time settlement with any Bank or Financial Institution.

44. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company’s objectives, projections, estimates and expectations may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

45. ACKNOWLEDGEMENTS:

Your directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.

By Order of the Board of Directors

FOR VRAJ IRON AND STEEL LIMITED

Vijay Anand Jhanwar Prasant Kumar Mohta

(Managing Director) (Whole time Director)

DIN: 00826103 DIN: 06668452

Place: Raipur

Date: Tuesday, September 03, 2024