Vibhor Steel Tubes Ltd Directors Report

TO

THE MEMBERS OF

VIBHOR STEEL TUBES LIMITED

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

1. FINANCIAL RESULTS

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

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

2. OPERATING RESULTS & BUSINESS PERFORMANCE

Your company is engaged in the business of Manufacturing of Steel Products. During the year under review there was no change in the business of the Company. Your Company has earned net profit after tax of Rs. 1,177.04 Lakhs for the financial year ended 31st March, 2025 as compared to a net profit after tax of Rs. 1,771.94 Lakhs in the previous financial year.

The Total Revenue from operations earned during the year is Rs. 99,826.22 lakh for the financial year ended 31st March, 2025 as compared to revenue of Rs. 1,07,437.81 Lakhs in the previous financial year. During the financial year 2024-25 the company witnessed a decline in revenue and profit primarily due to a significant drop in steel prices in both domestic and international markets. Although the company sold approximately the same quantity of steel as the previous year, the decline in prices led to lower sales turnover and a reduction in profit after tax (PAT). The softness in prices impacted realizations, putting pressure on margins despite stable production volumes.

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

3. DIVIDEND

The Board of Directors of your Company has deemed it prudent not to recommend any dividend for the Financial Year Ended 31st March 2025 to retain the profits, in order to meet the requirements of future growth.

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

4. TRANSFER TO RESERVES

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

5. CHANGE IN NATURE OF BUSINESS, IF ANY

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

6. COMPLIANCE OF INDIAN ACCOUNTING STANDARDS (IND AS)

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

7. CREDIT RATING

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

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

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

8. SUBSIDIARY COMPANIES, ASSOCIATE COMPANIES AND JOINT VENTURE

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

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

9. SECRETARIAL STANDARDS

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

10. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY

CODE, 2016

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

11. PUBLIC DEPOSITS

The Company does not have any outstanding deposits from public.

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

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

12. CORPORATE GOVERNANCE REPORT

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

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

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

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

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

Annexure-V.

13. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

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

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

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

Your directors draw attention of the members to Note 38 to the Standalone Financial Statement which sets out related party disclosures. The policy on Related Party Transactions as approved by the Board can be accessed on the Company s website at the https://www.vstlindia.com/policies.php 14. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

(BRSR)

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

15. CORPORATE SOCIAL RESPONSIBILITY

We at VSTL aim to create economic value and to actively contribute toward the development of a sustainable society by taking up projects for the common good through responsible business practices and good governance. In line with the requirement of Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility) Rules 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee. The details of Committee and the terms of reference are provided in corporate governance report forming part of this report. During the year under review the Company has spent 25,31,000 (Rupees Twenty-Five lakhs Thirty One Thousand) on CSR activities, Annual Report on CSR Activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure-I and forms an Integral part of this report. The Committee has formulated policy for CSR Activities and is placed on the website of the Company at https://www.vstlindia.com/policies.php

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

16. DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, in relation to the Audited Financial Statements of the Company for the year ended 31st March 2025, the Board of Directors, to the best of their knowledge and ability, confirm that: a) in the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable accounting standards had been followed and there has been no material departure; b) that the selected accounting policies were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date; c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) that the Company had prepared the annual accounts on a going concern basis; e) the directors had laid down internal financial controls which are followed by the Company and such internal financial control are adequate and were operating effectively; and f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and were operating effectively.

17. SHARE CAPITAL

AUTHORISED SHARE CAPITAL

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

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

ISSUED & PAID-UP SHARE CAPITAL

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

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

18. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

II. Changes in Key Managerial Personnel

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

19. CONSTITUTION OF BOARD COMMITTEES

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

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.

20. EVENTS SUBSEQUENT TO FINANCIAL STATEMENTS

PENALTY FOR NON-COMPLIANCE OF CERTAIN PROVISIONS

UNDER WATER (PREVENTION AND CONTROL OF POLLUTION) ACT, 1974 AND AIR (PREVENTION AND CONTROL OF POLLUTION) ACT, 1981

The Company has received an Intimation from HDFC Bank vide its e-mail dated 3rd July 2025 IST 2.58 P.M. stating that Telangana State Pollution Control Board (Regional Office Hyderabad) have issued an Unconditional Claim letter addressing the Bank for forfeiting Entire Bank Guarantee of Rs. 2,00,000/- (Rupees Two Lakhs Only) given as Bank Guarantee through HDFC Bank for non-compliance of certain provisions of Water (Prevention and Control of Pollution) Act, 1974 and Air (Prevention and Control of Pollution) Act, 1981 such as acid spillage, spillages of furnace oil, storing untreated effluents, not providing hazardous wastes storing shed, storing the sludge in bags openly etc.

COMMENCEMENT OF COMMERCIAL PRODUCTION AT 3rd GI

PLANT AT ODISHA

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

21. DECLARATION BY INDEPENDENT DIRECTOR(S)

In accordance with the Section 149(7) of the Act, the Independent Directors has given a written declaration to the Company at the first meeting of the Board of Directors for the Financial Year 2024-2025 confirming that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI LODR Regulations and there has been no change in the circumstances which may affect their status as an independent director during the year. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 along with code of conduct for all members of board in terms of Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, there we no change in the constitution of Independent Directors.

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

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

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

23. BOARD MEETINGS

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

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

24. ANNUAL EVALAUTION OF DIRECTORS, COMMITTEE AND THE

BOARD

Your Company believes that the process of performance at Board level is pivotal to Board engagement and effectiveness. The Policy and criteria for Board Evaluation is duly approved by Nomination and Remuneration Committee. The Board of Directors has conducted an annual assessment of its own performance, board committees, and individual directors pursuant to Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and SEBI (LODR) Regulations 2015.

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

The performance of the committees was evaluated by the board after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings, etc. A separate meeting of Independent Directors is held wherein a performance of Non-Independent Directors including that of MD, Chairman of the Board and of the Board as a whole is evaluated. Performance Evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. As a outcome of the above process the individual feedback is shared with each Director subsequent during the Year.

25. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

AND OTHER DETAILS

The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the profiles of potential candidates for appointment of Directors and meets them prior to making recommendations of their nomination to the Board. Specific requirements for the position, including expert knowledge expected are communicated to the appointee. The current policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2025, the Board consist of 10 members, five of whom are Executive and five are Non-Executive Independent Directors. The Board periodically evaluates the need for change in its composition and size. The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board is available on the Company s website at https://www.vstlindia.com/policies.php

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

26. DISCLOSURE RELATING TO STATEMENT OF MATERIAL

DEVIATION

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

27. FAMILIARIZATION PROGRAMME FOR INDEPENDENT

DIRECTORS

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

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

The Details of Familiarisation programme held during the year have been uploaded on the website of the Company at the link https://www.vstlindia.com/upload_dynamic_content/VSTL-Familiarization-programme-for-board-members~1.pdf 28. TRANSFER TO INVESTOR EDUCATION AND PROTECTION

FUND (IEPF) a. Transfer of unclaimed dividend to IEPF

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

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

29. CHANGE IN PROMOTER GROUP SHAREHOLDING

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

30. AUDITORS AND AUDITORS REPORT

A. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereafter M/s Ashok Kumar Goyal &Co. Chartered Accounts, Hisar having FRN: 002777N and Peer Review Certificate No. 019696 issued by Peer Review Board of ICAI, has been appointed as Statutory Auditors of the Company from the conclusion of the 20th Annual General Meeting (AGM) of the Company held on 30 September, 2023 to till the conclusion of 25th Annual General Meeting to be held for 2027-28. M/s Ashok Kumar Goyal &Co. have confirmed that they are not disqualified as auditors of the Company Further, in pursuant to Companies Amendment Act, 2017, enforced on 07 May, 2018 by Ministry of Corporate Affairs, the appointment of statutory auditor is not required to be ratified at every annual general meeting.

The Auditor s Report to the shareholders on the Standalone Financial Statement for the year ended March 31, 2025 does not contain any qualification, observation or adverse comment and the same is self-explanatory. Further, there was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Act and Rules framed thereunder.

B. Cost Auditors

Pursuant to Section 148 of the companies act 2013, read with rules made there under the Board has re-appointed M/s. S K

AGARWAL & ASSOCIATES, Cost Accountants (Registration No. 100322), as Cost Auditors for conducting the audit of cost records of the Company for the Financial Year 2025-26. There Remuneration is proposed to be ratified by the members in ensuing Annual General Meeting. The Cost Audit Report for the year ended 31st March 2024 was submitted to the Central Government by filing e-form CRA-4. Further, the Cost Audit Report of the Company for the Financial Year ended March 31st, 2025 will be filed with the Central Government after its noting by the Board. The Company has maintained accounts and records as specified under sub-section (1) of 148 of the Act.

C. Secretarial Auditors

Pursuant to the provision of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors had appointed M/s KRS AND CO., Practicing Company Secretaries, (Peer Review No. 3967/2023), to conduct Secretarial Audit for the Financial Year ended March 31, 2025. The Secretarial Audit Report for the Financial Year ended March 31, 2025 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Pursuant to Regulation 24A(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has obtained Annual Secretarial Compliance Report for the Financial Year Ended 31st March 2025 from Ms/ KRS AND CO., Practicing Company Secretaries and same is submitted to the stock exchange within the prescribed time limits. The Annual Secretarial Compliance Report does not contain any remarks or qualification, observations.

Further as per the provisions of Regulation 24A of SEBI

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

D. Internal Auditor

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

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

31. COST RECORDS

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

32. MANAGEMENT S DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of SEBI LODR

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

33. INTERNAL FINANCIAL CONTROL

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

34. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company has constituted Risk Management Committee which periodically assesses risk elements in the internal and external environment, along with the cost of treating such risk elements and incorporates risk treatment plans in its strategy, business and operational plans; the details of the Risk Management Committee are included in the Corporate Governance Report which forms integral part of this report. As of the date of this report, the Company does not foresee any critical risk, which threatens its existence. Further Company has also formulated the Policy on Risk Management which can be accessed from the website at https://www.vstlindia.com/policies.php 35. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

In compliance with the provisions of Section 179(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations 2015, your Company has set up vigil mechanism viz. Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their genuine concerns, unethical behaviour, actual or suspected fraud, irregularities or violation of Company s Code of Conduct, if any, noticed by them in the Company, which could adversely affect company s operations. This mechanism also provides safeguards against victimization of employees, who avail themselves of the mechanism and provides direct access to the Chairperson of the Audit Committee. All Directors and employees have access to the Chairperson of the Audit Committee. Further no personnel have been denied access to the Audit Committee during the period under review. The vigil mechanism is overseen by the Audit Committee and your Company is happy to inform you that during the year, there have been no Complaints received by the Audit Committee.

The said policy is available on the website of the Company at https://www.vstlindia.com/policies.php 36. LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

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

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

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.

38. ANNUAL RETURN

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

39. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has adopted policy on prevention, prohibition and redressal of sexual harassment at workplace, in line of the provisions of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The policy aims to provide protection to employees at the workplace and to prevent and redress complaints of sexual harassment and for matters connected and incidental thereto, with an objective of providing a safe working environment where employees feel secure. The Company has complied with the provisions relating to the constitution of an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Number of complaint received and resolved in relation to Sexual Harassment of Women at Workplace (Prevention, Protection and Redressal) Act, 2013, during the year under review and their breakup is as under: a) No. of complaints filed during the year. NIL b) No. of complaint disposed of during the year NIL c) No. of complaint pending at end of year NIL

40. PREVENTION OF INSIDER TRADING

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

41. PARTICULARS OF EMPLOYEES

Details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be made available during 21 days before the Annual General Meeting in electronic mode to any Shareholder upon request sent at cs@vstlindia.com. Such details are also available on your Company s website and can be accessed at www.vstlindia.com Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure IV.

42. GREEN INITIATIVES

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

Further, a letter providing the web-link for accessing the Annual Report, including the exact path, will be sent to those Members who have not registered their email address with the Company/ RTA/ Depositories/ Depository Participant(s).

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

STATUS OF THE COMPANY

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

44. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL

YEAR AND TILL THE DATE OF THIS REPORT

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

45. OTHER DISCLOSURES:

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

46. MATERNITY BENEFIT ACT COMPLIANCE:

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

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

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

*The employee does not include directors of the company.

47. APPRECIATION AND ACKNOWLEDGEMENT

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

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