Vaswani Industries Ltd Directors Report

The Companys financial performance for the year under review along with previous years figures is given hereunder: Rs. In ‘Lacs

During the financial year under review, the Company recorded revenue from operations of 41,163.59 Lacs on a standalone basis, as compared to 38,934.41 Lacs in FY 2023-24, reflecting a moderate growth driven by sustained demand in the steel sector.

The Company continued to maintain its focus on operational efficiency and prudent cost management, which resulted in an improvement in EBITDA to 2,908.59 Lacs as against 2,379.37 Lacs in the previous year.

The Profit After Tax (PAT) for the year stood at 883.37 Lacs, marginally lower than 903.29 Lacs in the previous year. This decline was primarily attributable to the write-off of MAT Credit Entitlement and a loss incurred on buy-back of shares held as investments. Excluding these one-time adjustments, the underlying profitability reflects a steady operating performance.

A detailed analysis of the Companys operational and financial performance forms part of the Management Discussion and Analysis Report, which is annexed to this Report.

With a view to conserving resources for future growth and strengthening the financial position of the Company, the Board of Directors has, with regret, decided not to recommend any dividend for the financial year 2024-25

In order to further augment the financial strength of the Company, the Board has transferred 10% of the profits for the year to the General Reserve.

During the year under review, the paid-up equity share capital of the Company increased from 30,00,00,000/- to 31,34,61,530/- pursuant to a preferential allotment of equity shares to the promoters. The said allotment was made at a face value of 10/- per share, together with a share premium of 42/- per share. Apart from the aforesaid preferential issue, no other changes were affected in the share capital of the Company during the year.

During the year under review, the Company issued 1,346,153 equity shares of 10 each at a premium of 42 per share to the Promoters/Promoter Group by way of preferential allotment, raising total proceeds of 69,999,956. The proceeds from the preferential issue have been utilized as follows:

Rs.

There are no material changes and commitments affecting the financial position of the Company since close of the financial year. Further details on the performance of the Company and on the Companys operations and financials are provided in the Management Discussion and Analysis and other sections, as annexed to this report (Annexure VI). There was no change in the nature of the business of the Company during the year.

However, in line with the provisions of the Companies Act, 2013, the Company adopted a revised set of Memorandum of Association and Articles of Association, which were duly approved by the shareholders at the Annual General Meeting, held on September 20, 2024.

Billet Capacity Expansion:

During the year, the Company completed the expansion of its Billet manufacturing capacity from 66,000 MT per annum to 1,50,000 MT per annum in June 2025. Trial runs of the expanded facility are currently in progress, and commercial production shall commence upon receipt of the Consent to Operate (CTO) from the Pollution Control Department. In addition, the Company is in the process of upgrading its Billet Plant to facilitate the production of special grade steel.

Solar Power Projects (Aggregate Capacity: 66.50 MWp) The Company is also pursuing renewable energy initiatives through solar power projects in the State of Chhattisgarh: A. 16.25 MWp Gandai: The project is fully operational.

B. 13.75 MWp Mohbhatta, District Bemetara: a) Structure work has been completed. b) Module installation was delayed due to heavy rainfall in July 2025, which impacted site conditions and logistics. c) Installation is presently in progress, and the project is expected to be operational by the end of November 2025.

C. 36.25 MWp Mohbhatta, District Bemetara: a) Land acquisition and structure work have been completed. b) Financing has been secured from Union Bank of India. c) Module installation has commenced, and the project is expected to be operational during November December 2025.

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://www.vaswaniindustries.com/.

10. NUMBER OF MEETINGS OF BOARD

During the period under review, 17 (Seventeen) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

11. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013 the Board hereby submits its responsibility statement: -

a) In the preparation of the annual accounts for the year ended 31st March 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same. b) the Directors 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 as at 31st March 2025 and of the profit of the Company for the year ended on that date. c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The directors have prepared the annual accounts on a going concern basis; and e) The directors have, in all material respects, implemented an internal financial controls system over financial reporting and such internal financial controls over financial reporting were adequate and operating effectively. f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

12. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors of the Company have given declarations as required under the provisions of Section 149 (7) of the Companies Act, 2013 stating that they meet the eligibility criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13. SEPERATE MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors of the Company convened a separate meeting on 17th March, 2025, wherein, inter alia, the following matters were deliberated: a. Evaluation of the performance of Independent Directors. b. Evaluation of the performance of Non-Independent Directors. c. Review of the functioning and effectiveness of the Committees and the Board as a whole.

d. Assessment of the performance of the Chairman of the Company, taking into account the views expressed by Executive and Non-Executive Director

14. NOMINATION AND REMUNERATION COMMITEE AND ITS POLICY

The Companys Policy on Directors Appointment and Remuneration, including the criteria for determining qualifications, positive attributes, independence of Directors, and other matters as provided under Section 178(3) of the Companies Act, 2013, is available on the website of the Company at https://www.vaswaniindustries.com.

The Nomination and Remuneration Committee of the Company comprises two (2) Independent Non-Executive Directors and one Non-Executive Directors and its composition is as under:

15. AUDIT COMMITEE

The Audit Committee of the Company comprises two (2) Independent Non-Executive Directors and one (1) Whole-Time Director. The composition of the Audit Committee is provided below, and further details are available in the Corporate Governance Report forming part of this Annual Report.

16. AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter, M/s Amitabh Agrawal & Co., Chartered Accountants, (Firm Regn. No. 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. 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 reappointment and also satisfies the criteria as mentioned under Section 141 and they have obtained peer review certificate as required under SEBI Guidelines for appointment of Statutory Auditors of listed companies.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark. During the year under review, the Auditors did not report any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Cost Auditors

Pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors has re-appointed M/s. Sanat Joshi & Associates, Cost Accountants, Raipur, as the Cost Auditors of the Company for the financial year 2025-26, to conduct the audit of the cost records of the Company. The remuneration payable to the Cost Auditors, as recommended by the Audit Committee and approved by the Board, is required to be ratified by the members at the ensuing Annual General Meeting. Accordingly, the ratification of their remuneration forms part of the Notice of the AGM for the approval of the shareholders.

Secretarial Auditors

During the year under review, M/s. Mayank Arora & Company, Practicing Company Secretaries, resigned as Secretarial Auditors of the Company. Consequently, the Board appointed M/s. Mund Bikram & Associates, Practicing Company Secretaries (FCS 6426, CP 7001) to conduct the Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the year ended 31st March, 2025 is annexed herewith and forms part of this Report as Annexure I.

Further, pursuant to the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has also approved, on the recommendation of the audit committee the appointment of M/s. Mund Bikram & Associates, Practicing Company Secretaries, for a term of five years (from FY 2025-26 to FY 2029-30), subject to the approval of the shareholders at the ensuing Annual General Meeting, to undertake the Secretarial Audit of the Company.

Managements reply to observations made by Secretarial auditors

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE

COMPANIES ACT, 2013

Pursuant to Section 186 of the Companies Act, 2013, the details of investments made by the Company are provided in the Standalone Financial Statements (refer Notes 2 & 3). The Company has not given any loans or provided any corporate guarantees during the year under review.

18. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no dividend declared and paid last year. Also, no amount due to be transferred to investor education and protection funds fell due during the year.

19. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:

There have been no material changes and commitments affecting the financial position of the Company between April 1, 2025 and the date of this Report, except that on August 13, 2025, the Company allotted 16,00,000 (Sixteen Lakh) equity shares of 10/- each at a premium of 40/- per share on preferential basis to the Promoters of the Company.

20. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION & FOREIGN EXCHANGE EARNING OUTGO

The information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed as Annexure II to this Directors report

21. CORPORATE SOCIAL RESPONSIBILITY

The Companys steel plant is situated at Village Sondra, within the Siltara Industrial Area, approximately 15 kilometers from Raipur City. In line with its CSR Policy, the Company is committed to undertaking meaningful and impactful initiatives, with a particular focus on communities in the vicinity of its manufacturing operations.

All CSR activities are formulated in accordance with the approved CSR Policy, closely monitored by the Board, and implemented through internal mechanisms to ensure transparency and effectiveness. The CSR Policy is available on the Companys website at www.vaswaniindustries.com

The Company remains steadfast in its commitment to fostering sustainable development and creating a measurable positive impact on the surrounding communities. The detailed Annual Report on CSR activities forms part of this Report and is annexed as Annexure III.

22. BOARD EVALUATION

In accordance with the provisions of the Companies Act, 2013 and the Companys Nomination and Remuneration Policy, the Nomination and Remuneration Committee has formulated the criteria for evaluation of the performance of each Director. Based on the said criteria, the performance of the Board as a whole, its committees, and individual Directors was evaluated by the Board of Directors and the Independent Directors.

23. RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. All material related party transactions and their material modifications, if any, were entered into after being approved by the Companys shareholders. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company for FY2024-25 and hence, does not form part of this Report. Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone and consolidated financial statements forming part of this Integrated Report & Annual Accounts 2024-25.

24. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNEL

There are no changes in the Directors and Key Managerial Personnel of the company during the year under review, except the following:

During the year under review, Mr. Pawan Kumar Jha, who was appointed as an Additional Director on the Board during 2023-24, subject to approval of the members within 3 months, vacated office on 22.05.2024 since members approval could not be taken. Mr. Pawan Kumar Jha was again appointed as an Additional Director of the Company with effect from August 17, 2024. Subsequently, his appointment was regularized as Director by the Members at the Annual General Meeting held on September 20, 2024. Also, Mr. Jitendra Verma was appointed as an Additional Director in the non-executive category of the Company with effect from May 15, 2024. He later resigned from Directorship w.e.f. 10.08.2024.

Ms. Monali Makhija resigned from the position of Company Secretary of the Company with effect from October 30, 2024. Thereafter, Ms. Sakshi Agrawal was appointed as Company Secretary and Compliance Officer of the Company with effect from January 28, 2025.

There has been no change in the circumstances affecting the status of Independent Directors of the Company, and the Board continues to be satisfied with the integrity, expertise, and experience of all Independent Directors. Further, in terms of Section 150 of the Companies Act, 2013 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 databank maintained with the Indian Institute of Corporate Affairs. Subsequent to the close of the financial year 2024-25, the Board appointed Mr. Devendra Jain as an Additional Director in the category of Independent Director with effect from September 5, 2025, subject to the approval of the Members at the ensuing Annual General Meeting.

In accordance with the provisions of Section 152(6)(c) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Yashwant Vaswani, Director, shall retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board recommends his reappointment for approval of the Members.

25. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

During the year under review, the Company sold its entire shareholding in Shubh Infrastructures Limited, pursuant to which it ceased to be an Associate Company. Further, the Company participated in the buyback offer of C.G. Ispat Private Limited and sold 16,65,770 equity shares out of the 20,77,250 equity shares held, thereby reducing its shareholding from 31% to 8%. Consequently, C.G. Ispat Private Limited also ceased to be an Associate Company. Accordingly, as on March 31, 2025, the Company does not have any Associate, Subsidiary, or Joint Venture Company.

26. PUBLIC DEPOSIT

The Company has not accepted any public deposit during the year under review and no amount against the same was outstanding at the end of the year. However, the company has accepted unsecured loan from its sister concern body corporate which qualifies the exemption under section 73 of the Companies Act 2013, more particularly detailed in the financial statement.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the period under review there were no significant and material orders passed by the Regulators/Courts or Tribunals impacting the going concern status of the Company and its operations in future.

28. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place adequate internal control procedures, including internal financial controls, which ensure compliance with applicable policies, procedures, and statutory requirements, while also keeping in view the Companys pace of growth and the increasing complexity of its operations. The details of the internal control systems and their adequacy are provided in the ‘Management Discussion & Analysis Report, forming part of this Report.

29. MAINTENANCE OF COST RECORDS

The Company is required to maintain cost records of the Company as specified under Section 148 (1) of the Companies Act, 2013. Accordingly, the Company has properly maintained cost records and accounts.

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

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Companys premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company does not have a formal Anti-Sexual Harassment policy in place but has taken adequate measures including checks and corrections in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under the policy. The following is a summary of sexual harassment complaints received and disposed off during the current financial year.

31. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Act and the SEBI Listing Regulations, 2015, a Vigil Mechanism and Whistle Blower Policy for Directors, employees and other stakeholders to report genuine concerns has been established. The same is also uploaded on the website of the Company

Our Company maintains a website www.vaswaniindustries.com, where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

32. PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES

Information pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as ANNEXURE- IV. Further, particulars of employees remuneration, as prescribed under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not attached with this report since there was no employee who was in receipt of excess remuneration as prescribed.

33. CORPORATE GOVERNANCE

Pursuant to the Listing Regulations, Corporate Governance Report along with the Auditors Certificate regarding compliance of conditions of Corporate Governance is made a part of the Annual Report.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate management discussion and analysis report which forms an integral part of the Annual Report (Annexure VI).

35. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE 2016

There are no applications made during the financial year 2024-25 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

36. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME

SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF

During the year under review, the Company has not entered into any one-time settlement with banks or financial institutions; hence, the requirement to provide details of difference in valuation does not arise.

37. BOARD POLICIES

The Board has approved and adopted various policies as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. For the sake of brevity, the disclosures and information already provided in other sections of this Annual Report have not been repeated in the Directors Report. Members are requested to refer to the relevant sections of this Annual Report for detailed information. Further, in compliance with the applicable provisions, all policies and disclosures of the Company are available in the ‘Investors section of the Companys website at https://www.vaswaniindustries.com.

38. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

39. BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

40. PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

During the year under review, the Company has fully complied with the provisions of the Maternity Benefit Act, 1961, as amended by the Maternity Benefit (Amendment) Act, 2017, which entitles women employees to maternity leave and related benefits. The Company has implemented appropriate measures to ensure adherence to all statutory requirements and has provided necessary facilities to support the health, welfare, and work-life balance of its women employees. These initiatives reflect the Companys commitment to promoting an inclusive and supportive workplace environment.

41. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2024-25, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

42. ACKNOWLEDGEMENT

Your directors place on records their sincere appreciation for the continued support, cooperation, and commitment extended by all stakeholders, including employees, business partners, and the Companys bankers. The Board also conveys its deep gratitude to the shareholders and investors for the trust and confidence reposed in the Company.

For and on behalf of Board of Directors For, Vaswani Industries Limited