Vibhor Steel Tubes Ltd Directors Report

To the Members of Vibhor Steel Tubes Limited

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

1. FINANCIAL RESULTS

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

( Rs in Lakhs)

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

2. OPERATING RESULTS & BUSINESS PERFORMANCE

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

Your Company has earned net profit after tax of Rs 1,771.94 Lakhs for the financial year ended 31st March, 2024 as compared to a net profit after tax of Rs 2,106.62 Lakhs in the previous financial year. The Total Revenue from operations earned during the year is Rs 1,07,437.81 Lakhs for the financial year ended 31st March, 2024 as compared to revenue of Rs 1,11,437.82 Lakhs in the previous financial year.

3. DIVIDEND

The Board of Directors of your Company has deemed it prudent not to recommend any dividend for the Financial Year under report to retain the profits, in order to meet the requirements of future growth. Further, the Board of Directors of the Company have formulated a Dividend Distribution Policy (‘the Policy) Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR),. The Policy is available on the Companys website: https://www. vstlindia.com/policies.php

4. TRANSFER TO RESERVES

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

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

5. CHANGE IN NATURE OF BUSINESS, IF ANY

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

6. ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

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

7. CREDIT RATING

The Company enjoys a good reputation for its sound financial management and the ability to meet its financial obligations. The Company has received CARE BBB; Positive and CARE A3+ ratings for its long-term and short-term banking facilities.

8. SUBSIDIARY COMPANIES, ASSOCIATE COMPANIES AND JOINT VENTURE

As of the end of the financial year, the Company does not have any subsidiary companies, associate companies or joint ventures. This status reflects the Companys current strategic focus and operational structure. Consequently, there are no financial statements or performance metrics to report for subsidiary or joint venture entities. The Board continues to evaluate potential opportunities for growth and expansion, including the possibility of establishing or acquiring subsidiary companies, associate companies and entering into joint ventures, which will be pursued if they align with our strategic objectives and offer value to our stakeholders. The policy for determining material subsidiaries of the Company is available on the Companys website: https://www.vstlindia.com/upload_dynamic_content/ policy-on-material-subsidiaries.pdf

9. SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all applicable

Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

10. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

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

11. PUBLIC DEPOSITS

The Company does not have any outstanding deposits from public.

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

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

12. CORPORATE GOVERNANCE REPORT

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

The Board views itself as a steward of shareholder interests, recognizing its duty to protect and enhance shareholder value. We are committed to expanding our capacities as part of our growth strategy. Adhering to the highest levels of ethics and integrity in all business activities is a core principle of the Company. We are diligent in avoiding any conflicts of interest, ensuring that all business dealings are conducted with transparency and accountability. To support these principles, the Company has established a corporate structure that aligns with our business needs. We maintain a high degree of transparency through regular disclosures and robust control systems, ensuring stakeholders are well-informed.

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

13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

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

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

14. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability Report

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

15. CORPORATE SOCIAL RESPONSIBILITY

We at VSTL aim to create economic value and to actively contribute towards the development of a sustainable society by taking up projects for the common good through responsible business practices and good governance. In line with the requirement of Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility) Rules 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee. The details of Committee and the terms of reference are provided in corporate governance report forming part of this report. During the year under review the Company has spent Rs 21,94,500 (Rupees Twenty-one lakhs ninety-four thousand five hindered) on CSR activities. Annual Report on CSR Activities as required under the Companies (Corporate Social Responsibility) Rules, 2014 has been appended as Annexure-I and forms an Integral part of this report.

The Committee has formulated policy for CSR

Activities and is placed on the website of the Company at https://www.vstlindia.com/upload_dynamic_ content/Corporate%20Social%20Responsibility%20 Policy.pdf.

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

16. DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, in relation to the Audited Financial Statements of the Company for the year ended 31st March 2024, the Board of Directors, to the best of their knowledge and ability, confirm that: a) in the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards had been followed and there has been no material departure; b) that the selected accounting policies were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit and loss of the Company for the year ended on that date; c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) that the Company had prepared the annual accounts on a going concern basis; e) the directors had laid down internal financial controls which are followed by the Company and such internal financial control are adequate and were operating effectively; and f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and were operating effectively.

17. CHANGE IN THE NAME AND CONVERSION OF OUR COMPANY

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

18. SHIFTING OF REGISTERED OFFICE

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

19. INITIAL PUBLIC OFFERING:

During the financial year 2023-24, the Company successfully launched an Initial Public Offer (IPO) of 47,79,443 equity shares of face value of Rs 10 each for cash, at a price of Rs 151 per equity share (including a premium of Rs 141 per equity share) aggregating to Rs 7216.96 lakhs. Total Net Proceeds received by the Company pursuant to the IPO aggregates to Rs 6537.16 lakhs.

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

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

As of March 31, 2024, 100% Shares of the Company are held in demat form. The listing fees for the year2024-25 have been paid to both BSE as well as NSE.

20. CHANGES IN SHARE CAPITAL

AUTHORISED SHARE CAPITAL

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

ISSUED & PAID-UP SHARE CAPITAL

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

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

• Mr. Nikunj Haresh Gatecha (ICSI Mem No. A57115) Company Secretary resigned w.e.f. 26thJune, 2023.

• Mr. Lovkesh (ICSI Membership No. A68975) is appointed as Company Secretary & Compliance

Officer w.e.f. 27th June, 2023.

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

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

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

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

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

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

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

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

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

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

22. CONSTITUTION OF BOARD COMMITTEES

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

• IPO Committee

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

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

23. EVENTS SUBSEQUENT TO FINANCIAL STATEMENTS CONSTRUCTION OF NEW FACILITY I.E. UNIT III IN ODISHA

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

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

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

COMMENCEMENT OF COMMERCIAL PRODUCTION AT 2ND GI PLANT

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

24. DECLARATION BY INDEPENDENT DIRECTOR(S)

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

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

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

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

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

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

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

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

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

25. BOARD MEETINGS

Twenty-Five meetings of the Board were held during the year under review. The time gap between two meetings was less than 120 days. The Meeting details are provided in the Corporate Governance Report that forms part of this Report.

26. ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND THE BOARD

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

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

The performance of the committees was evaluated by the Board after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board concluded that all committees were discharging their functions effectively. In separate meetings of independent directors held on 26th March 2024, the performance of non-independent directors, the Chairman, and the Board as a whole was evaluated. The same was also discussed in the meetings of Nomination and Remuneration Committee and the Board. Performance Evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

27. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

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

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

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board is available on the Companys website at https://www.vstlindia.com/ upload_dynamic_content/Nomination%20and%20 Remuneration%20Policy.pdf We affirm that the remuneration paid to the Managing Directors and Whole-Time directors and Sitting Fees paid to Non-Executive Non-Independent Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

28. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

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

The Company familiarizes its new Directors with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, statutory and regulatory updates, etc., through various programmes. These include orientation programme upon induction of new Director, as well as other initiatives to update the Directors on an ongoing basis. This enables the Directors to get a deep understanding of the Company, its people, values and culture and facilitates their active participation in overseeing the performance of the Management. Further details about familiarization program for Directors are provided in the Corporate Governance Report that forms part of this Annual Report.

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

a. Transfer of unclaimed dividend to IEPF

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

b. Transfer of shares to IEPF

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

30. CHANGE IN PROMOTER GROUP SHAREHOLDING

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

31. AUDITORS AND AUDITORS REPORT

A. Statutory Auditors

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

Since M/s Singla Shubham & Company,

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

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

Further, the term of M/s Ashok Kumar Goyal & Co.

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

The Members of the Company at their 20 ^thAnnual General Meeting held on September 30, 2023, had approved the appointment of M/s Ashok Kumar Goyal & Co., Chartered Accountants (Firm Registration No. 002777N), as the Statutory Auditors of the Company for a period of five years commencing from the conclusion of the 20th AGM held on September 30, 2023 until the conclusion of 25th AGM of the Company to be held in the year 2028. Further, the Company has also received a copy of Peer Review Certificate (No. 014029) as prescribed by the Institute of Chartered Accountants of India to the Auditors. The Auditors Report to the shareholders on the Standalone Financial Statement for the year ended March 31, 2024 does not contain any qualification, observation or adverse comment. Further, there was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed thereunder.

B. Cost Auditors

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

C. Secretarial Auditors

Pursuant to the provision of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors had appointed M/s KRS AND CO., Practicing Company Secretaries, (Peer Review No. 3967/2023), to conduct Secretarial Audit for the Financial Year ended March 31, 2024. The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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

D. Internal Auditor

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

32. COST RECORDS

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

33. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of SEBI

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

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

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

35. INTERNAL FINANCIAL CONTROL

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

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

36. RISK MANAGEMENT

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

37. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

In compliance with the provisions of Section 179(9) and (10) of the Companies Act, 2013 and Regulation22 of SEBI (LODR) Regulations 2015, your Company has set up vigil mechanism viz. Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their genuine concerns, unethical behaviour, actual or suspected fraud, irregularities or violation of Companys Code of Conduct, if any, noticed by them in the Company, which could adversely affect companys operations. This mechanism also provides safeguards against victimization of employees, who avail themselves of the mechanism and provides direct access to the Chairperson of the Audit Committee.

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

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

38. LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

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

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

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

40. ANNUAL RETURN

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

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

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

The Company has complied with the provisions relating to the constitution of an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, VSTL reported Nil POSH Cases under the Prevention of Sexual Harassment (POSH) guidelines.

42. PREVENTION OF INSIDER TRADING

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

43. PARTICULARS OF EMPLOYEES

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

44. GREEN INITIATIVES

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

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

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

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

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

47. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: a) Voluntary revision of Financial Statements or Boards Report; b) Instance of fraud which required the Statutory Auditors to report to the Audit Committee and/ or Board under Section 143(12) of the Act and rules framed thereunder; c) Issue of equity shares with differential rights as to dividend, voting or otherwise; d) Managing Directors and Whole Time Director have not received the Commission from the Company; e) The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable; f) There was no instance of any Employee Stock Options, Equity Share with differential voting rights as to dividend, voting or otherwise.

48. APPRECIATION AND ACKNOWLEDGEMENT

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

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

		On behalf of the Board of Directors
		For VIBHOR STEEL TUBES LIMITED
	Vijay Kaushik	Vibhor Kaushik
Date: 13th August 2024	Chairman and Director	Managing Director
Place: HISAR	DIN: 02249672	DIN: 01834866