VMS TMT Ltd Directors Report

To,

The Members, VMS TMT LIMITED

Survey No 214 Nr. Water Tank, Bhayla, Ahmedabad, Bavla, Gujarat, India, 382220

The Board of Directors of the company are pleased to present the 13th Annual Report of the Company together with the Audited Statement of Accounts and the Auditors Report of company for the financial year ended 31st March, 2026.

1. FINANCIALS SUMMARY & HIGHLIGHTS

The highlights of the financial results for the financial year 2025-26 along with previous financial year 2024-25 are as follows:

Particulars	2025-26	2025-26
Revenue from operations	83,855.74	77,019.10
Other Income	164.21	121.66
Total revenue	84,019.95	77,140.76
Expenditure
Cost of material consumed	52,588.37	52,781.10
Purchase of Trading goods	15440.13	12415.76
Change in inventories	(7,638.61)	(2,042.04)
Financial Cost	2,516.25	1984.76
Employee benefits expenses	1,931.48	1,322.37
Depreciation and Amortisation Expense	998.15	680.53
Other expenses	15,466.73	7989.88
Total expenses	81,302.50	75,132.38
Profit before exceptional and extra ordinary items and tax	2,717.45	2,008.38
Profit before tax	2,717.45	2,008.38
Tax expense: Current Tax	351.02	318.18
Deferred Tax	263.07	148.46
Profit After Tax	2,103.36	1,541.75
Profit/(Loss) from Discontinued Operation	-	(68.15)
Other Comprehensive Income	8.62	8.71
Net profit for the year	2,111.98	1,482.31
Earning per equity shares (Basic & Diluted)	4.95	4.29

2. REVIEW OF OPERATIONS AND STATEMENT OF COMPANYS AFFAIR:

The Company was incorporated on 09th April, 2013. Your company is engaged in manufacturing of thermo-mechanically-treated

(TMT) bars and billets, operating a modern automated facility in Gujarat created a new segment in the Industry and continued its high growth by expanding the production capacities of existing products and also diversifying the product portfolio in the last financial year.

In FY 2025 26, the Company completed its first financial year as a listed company. Alongside strengthening its capital structure through the successful IPO, the Company delivered its strongest financial performance to date.

As a backward integrated player, VMS TMT strengthened its manufacturing capacities, optimized cost structure, and enhanced the market presence. With a healthy demand outlook, ongoing infra approach, and benefits from captive solar plant, Company remain confident of sustaining growth and improving profitability going forward.

FY2025 26 was the strongest financial year in the demand for TMT bars is growing due to the construction industrys expansion and the need for steel in infrastructure development. Indias TMT bar market is expected to grow significantly between 2022 and 2030.

The Company has reported income from operation during the year of Rs. 83,855.74 (Rupee in Lakhs) as compared to the previous years income from operation of Rs. 77,019.10 (Rupee in Lakhs) The Company due to has earned net Profit before tax of Rs. 2,717.45 lakhs as against previous years net Profit before tax of Rs. 2008.38 lakhs and Profit after tax of Rs. 2,103.36Lakhs and as against previous years profit after tax of Rs. 1541.75 Lakhs.

3. TRANSFER TO RESERVE:

The board has decided not to transfer the amount to any reserves during the year under review.

4. INITIAL PUBLIC OFFER (IPO) OF EQUITY SHARES AND LISTING ON STOCK EXCHANGES:

During the year under review, the Company achieved a significant milestone with the successful completion of its Initial Public Offering ("IPO") and the listing of its equity shares on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"). The Company successfully concluded its IPO of 1,50,00,000 equity shares of face value of 10 each, aggregating to Rs. 1,48.50 Lakh, comprising entirely of a fresh issue of equity shares, with no offer for sale.

The equity shares of the Company were listed and admitted to dealings on the NSE and BSE with effect from September 24, 2025. The successful completion of the IPO and subsequent listing marked an important milestone in the Companys growth journey, strengthened its capital base, enhanced its visibility among investors and stakeholders, and provided a strong platform for pursuing its future growth objectives.

The proceeds from the fresh issue are being utilised towards the repayment and/or pre-payment, in full or in part, of certain borrowings availed by the Company and for general corporate purposes, in accordance with the objects of the issue set out in the Prospectus. In compliance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, CARE Ratings Limited has been appointed as the Monitoring Agency to monitor the utilisation of the IPO proceeds.

Particulars	BSE Limited	National Stock Exchange of India Limited
Scrip Code / Symbol	544521	VMSTMT

5. CAPITAL STRUCTURE OF THE COMPANY:

Year	Authorized Capital		Issued Capital		Subscribed Capital & Paid-Up Capital
	Shares	Rs.	Shares	Rs.	Shares	Rs.
2025-26	5,10,00,000	51,00,00,000	4,96,31,210	49,63,12,100	4,96,31,210	49,63,12,100
[C.F.Y.]
2024-25	5,10,00,000	51,00,00,000	3,46,31,210	34,63,12,100	3,46,31,210	34,63,12,100
[C.F.Y.]

I. AUTHORISED SHARE CAPITAL

During the year under review, there was no change in the Authorised Share Capital of the Company. As on March 31, 2026, the

Authorised Share Capital of the Company stood at 51,00,00,000 divided into 5,10,00,000 equity shares of face value of 10/- each.

II. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

As at March 31, 2026, the issued, subscribed and paid-up share capital of the Company stood at Rs. 49,63,12,100 (Rupees Forty

Nine Crores Sixty Three Lakh Twelve Thousand One Hundred), comprising 4,96,31,210 equity shares of 10/- each.

During the year under review, the Company raised funds aggregating to Rs. 1,48.50 Lakh through an Initial Public Offering ("IPO") of its equity shares by issuing 1,50,00,000 equity shares of Rs. 10/- each through a fresh issue. The proceeds of the fresh issue were raised in accordance with the objects of the issue set out in the Prospectus.

Consequently, the paid-up share capital of the Company increased from Rs. 34,63,12,100, comprising 3,46,31,210 equity shares of 10/- each, to Rs. 49,63,12,100, comprising 4,96,31,210 equity shares of 10/- each.

6. THE CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business of the Company.

7. DIVIDEND: i. Dividend Distribution Policy

In terms of Regulation 43A of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of the company has formulated and adopted the dividend distribution policy (the "Policy"). The Policy is available on website of company at https://vmstmt.com/wpcontent/uploads/2025/03/Dividend-Distribution-Policy.pdf. ii. Dividend

In view of the Companys ongoing expansion plans and the requirement to conserve resources for funding its growth initiatives and business operations, the Board has not recommended any dividend on the equity shares of the Company for the Financial

Year ended March 31, 2026

8. SUBSIDIARY COMPANIES:

During the year under review, The Company does not have any Subsidiary/ Associate Company/Joint Venture Company/Holding Company at the year ended 31st March, 2026.

9. DEMATERIALISATION OF SHARES

The breakup of the Equity Shares held in dematerialised and physical form as on March 31, 2026 is as follows:

49,631,209 equity shares, representing 100.00% of the total share capital, are held in dematerialised form. 1 equity share, representing

0.000002% of the total share capital, is held in physical form. Accordingly, the total share capital comprises 49,631,210 equity shares of 10/- each. The Companys ISIN is INE0SJA01013 and KFin Technologies Limited is the Registrar and Share Transfer Agent of the

Company.

10. DEPOSITS:

During the year under review, the Company has neither invited nor accepted or renewed any amount falling within the purview of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, the provisions relating to acceptance of deposits under Chapter V of the Act are not applicable to the Company, and hence, the requirement to furnish details of deposits covered under Chapter V of the Act or deposits not in compliance with the provisions thereof does not arise. Further, the Company has not accepted any deposits from the public and, consequently, no amount towards principal or interest on public deposits was outstanding or unpaid as at the date of the Balance Sheet.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Particulars of Loans, Guarantees and Investments have been disclosed in the Note No.33 in Financial Statement.

12. DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is required to furnish.

13. DISCLOSURE RELATING TO SWEAT EQUITY SHARES:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule

8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

14. DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME:

The Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme. Hence no information as per the provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

15. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and has complied with the requirements prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The Company believes that good corporate governance promotes transparency, accountability, ethical business conduct, and long-term stakeholder value.

Pursuant to the SEBI Listing Regulations, the Report on Corporate Governance forms an integral part of this Boards Report and is annexed as Annexure ‘A.

The certificate issued by the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance, as stipulated under the SEBI Listing Regulations, forms part of the said Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report ("MD&A") for the year under review, prepared in compliance with Regulation 34(3) read with Para B of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed as Annexure

‘B.

17. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The Companys internal control system is commensurate with its size, scale and complexities of its operations.

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place an internal compliant committee and robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment.\

During the Financial Year 2025-26, the Company has not received any complaint of sexual harassment. Accordingly, the requirement of disclosing the number of complaints received, disposed of and or pending for more than 90 days is not applicable.

Number of complaints of Sexual Harassment received in the Year	0
Number of Complaints disposed off during the year	0
Number of cases pending for more than ninety days	0

19. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in last seven years so the Company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to the provision of Section 125 (e) of the Companies Act, 2013 as there is no amounts unclaimed for a period of 7 years from the date it became due for repayment.

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

Pursuant to Rule 8 (3) of Companies (Accounts) Rules, 2014 and section 134 of the Companies Act, 2013, the Company has effectively taken steps for conservation of resources and all effective measures have been taken to save energy.

(A) Conservation of energy-

Sr. No.	Particulars	Details
1.	The steps taken or impact on conservation of energy	To reduce our electricity expenses, we have initiated the process of setting up of a 15 MW solar power plant in Gujarat for our captive consumption.
2.	The steps taken by the company for utilizing alternate sources of energy.	Installation of Solar Power plant.
3.	Capital Investment	The proposed capital investment on energy conservation equipment: We estimate that the cost of this solar power plant will be 4,640 lakhs.

(B) Technology absorption-

The Company has taken precautionary steps for technology absorption by implementing various measures & efforts which improve the productivity of the machineries, improve quality of a product, reduce the cost of a manufacturing and no specific investment has been made in reduction in technology absorption.

(C) Foreign exchange earnings and Outgo-

During the period under review foreign exchange earnings or out flow reported as follow:

Particulars	Amount In Foreign currency
Out Flow	14,492.81
Earning	Nil

21. VIGIL MECHANISM:

In compliance with the provisions of Section 177 of the Companies Act, 2013, read with Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated a comprehensive Whistle Blower Policy to address instances of fraud and mismanagement, if any. The Whistle Blower Policy aims to encourage Directors, employees and other stakeholders to report any instances of unethical or improper actual or suspected fraud, or violations of the Code of Conduct without fear of retaliation. The Policy also provides for direct access to the Chairperson of the Audit Committee under certain circumstances. The policy may be accessed on the Companys website at: https://vmstmt.com/wp-content/uploads/2025/03/Whistle-Blower-and-Vigil-Mechanism-Policy.pdf

During the year under review, the Company did not receive any complaints under the Vigil Mechanism.

22. DIRECTORS:

The Board of the Company comprises of Six (6) Directors with an optimum combination of Executive and Non- Directors including two Independent Women Director and one other Independent Directors as on the date of this report. The details of Board and Committee composition, tenure of directors, number of meetings and other details are provided in the Corporate Governance

Report, which forms an integral part of this Annual Report.

In compliance with the provisions of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the applicable provisions of the Companies Act, 2013, the Board of the Company is duly constituted with an appropriate combination of Executive, Non-Executive and Independent Directors. As on March 31, 2026, the composition of the Board was in conformity with the applicable statutory and regulatory requirements, including those relating to the proportion of Independent Directors.

A. Independent Directors

All Independent Directors of the Company have furnished the requisite declarations under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the rules made thereunder and Regulation 16 (1) (b) of SEBI (LODR) Regulations.

In the opinion of the Board of Directors, the Independent Directors possess the requisite proficiency, expertise, experience and competencies required for effectively discharging their duties and responsibilities as members of the Board. Further, all the Directors have confirmed that they are not disqualified from being appointed or continuing as Directors under Section 164 of the

Companies Act, 2013.

However, subsequent to the end of the financial year and prior to the date of this report, the following changes took place:

Mr. Vinod Bhanwer Singh resigned from the Board of Directors of the Company with effect from the close of business hours on 28th April, 2026. The Board places on record its appreciation for the valuable services rendered during their tenure.

Ms. Vaishaliben Sanjaybhai Jain was appointed as the Independent Director of the Company by the Board of Directors at their meeting held on 29th April, 2026, pursuant to the provisions of Section 149 of the Companies Act, 2013."

B. Re-appointment of Director Retiring by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Manojkumar Jain (DIN: 02190018), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

The requisite resolution for his re-appointment forms part of the Notice convening the ensuing Annual General Meeting. The profile, experience, qualifications, attributes and skills of Manojkumar Jain that qualify him for continued membership of the Board are set out in the said Notice.

23. KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013, the Key Managerial Personnel ("KMP") of the Company comprised Mr. Varun Manojkumar Jain, Chairman and Managing Director, Mr. Rishabh Sunil Singhi, Wholetime Director, Mr. Vikram Patel, Chief Financial Officer, and Ms. Shikha Ranjan, Company Secretary and Compliance Officer.

However, subsequent to the end of the financial year and prior to the date of this report, the following changes took place in the Key

Managerial Personnel of the Company:

Mr. Vijay Amrabhai Boliya resigned from the post of Company Secretary and Compliance Officer of the Company with effect from the close of business hours on 31st March, 2026. The Board places on record its appreciation for the valuable services rendered during their tenure.

Ms. Shikha Ranjan was appointed as the Company Secretary and Compliance Officer of the Company by the Board of Directors at their meeting held on 10th June, 2026 with effective date of appointment being 9th June, 2026, pursuant to the provisions of Section 203 of the Companies Act, 2013."

24. BOARD MEETINGS:

The Board met Twenty Two (22) times during the year under review, with the intervening period between meetings being within the timelines prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. The Committees of the Board met as and when . Details regarding the composition of the Board and its Committees, required to discharge their respective roles and responsibilities the number of meetings held during the year under review, and the attendance of the Directors at such meetings are provided in the

Corporate Governance Report.

25. COMMITTEE MEETINGS:

During the year under review, the Board has 06 (Six) Committees viz:

1) Audit Committee,

2) Nomination & Remuneration Committee,

3) Stakeholder Relationship Committee,

4) Corporate Social Responsibility Committee

5) Independent Directors and

6) IPO Committee.

Details about the Committees, Committee Meetings and attendance of its Members are given in the Corporate Governance Report, which forms an integral part of this Annual Report.

26. NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178(3) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Nomination and Remuneration Policy. The Policy sets out the criteria for the appointment of Directors, Key Managerial Personnel and Senior Management Personnel, including their qualifications, positive attributes and independence, as well as the identification of persons eligible for such appointments. It also provides a framework for determining the remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the

Company.

The Nomination and Remuneration Policy is available on the Companys website at https://vmstmt.com/wp-content/uploads/2025/03/

NRC-Policy.pdf.

27. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out an annual performance evaluation of the Board, its Committees, the Chairman, individual Directors and Independent Directors for the financial year under review.

The evaluation was conducted through a structured questionnaire covering various aspects, including the composition and effectiveness of the Board and its Committees, governance practices, strategic oversight, risk management, stakeholder value creation, Board processes, and the contribution, participation, knowledge, leadership, independence and overall effectiveness of the Directors and the Chairman.

The performance evaluation was carried out in accordance with the criteria approved by the Nomination and Remuneration Committee. The evaluation framework is reviewed periodically to ensure alignment with applicable regulatory requirements and evolving governance practices.

Details of the evaluation process are provided in the Corporate Governance Report forming part of this Annual Report.

28. FAMILIARISATION PROGRAMME FOR DIRECTORS

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, VMS TMT Limited has adopted a Familiarisation Programme for its Independent Directors to enable them to understand the Companys business, industry, operations, business model, regulatory environment, as well as their roles, rights and responsibilities.

At the time of appointment, the Independent Directors are provided with relevant documents, including their letter of appointment, the Companys constitutional documents, annual reports and key policies. They are also familiarised with the Companys organisational structure, business operations, internal control systems and risk management framework through interactions with senior management and presentations made at Board and Committee meetings.

The details of the Familiarisation Programme imparted to the Independent Directors are made available on the website of the Company at https://vmstmt.com/wp-content/uploads/2025/03/Familiarization_Programme.pdf

29. PARTICULARS OF EMPLOYEES REMUNERATION:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules") are annexed to this Report as

Annexure ‘C.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by members at the registered office of the Company during business hours on working days of the Company up to the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard at compliance@vmstmt.com.

30. DIRECTORS RESPONSBLITY STATEMENT:

In accordance with the provisions of the Section 134(3)(C ) of the Companies Act, 2013, the directors confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards had been relating followed along with proper explanation to material departures; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c) they 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) they have prepared the annual accounts on a going concern basis; and e) the Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively is not applicable to the company. f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. RELATED PARTY TRANSACTIONS:

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of VMS TMT Limited has formulated and approved a Policy on Related Party Transactions. The Policy is available on the Companys website.

During the Financial Year 2025 26, all Related Party Transactions entered into by the Company were on an arms length basis and in the ordinary course of business. The same were reviewed and approved/ratified by the Audit Committee in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

Further, there were no materially significant Related Party Transactions entered into by the Company during the year that had or were likely to have a potential conflict with the interests of the Company. In accordance with Ind AS 24 Related Party Disclosures, the details of Related Party Transactions entered into by the Company during the year have been disclosed in the Notes forming part of the Financial Statements.

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party (ies) are in ordinary course of business and on arms length. AOC-2 is forming part of this report as Annexure ‘D.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provision of section 135 of Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 for implementing Corporate Social Responsibility Policy, constitute committee and expenditure thereof is Applicable to the Company. During the year, the Company has paid Rs. 29.87 (In lakhs) towards Corporate Social Responsibilities Expenses.

A brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year, as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed herewith as Annexure ‘E and forms part of this Report.

The above said Policy is available on the Companys website, which can be accessed at https://vmstmt.com/wp-content/ uploads/2025/03/Corporate-Social-Responsibility-Policy.pdf.

33. AUDITORS:

A. STATUTORY AUDITORS:

The Company appointed M/s. Suresh Chandra & Associates, Chartered Accountants having Firm Registration no. 001359N as statutory auditor of the company to hold office from conclusion of 11th Annual general meeting till the conclusion of 16th Annual General meeting of the company to be held in year 2029. Further members of the company have approved their appointment in their general meeting held on 30th September, 2024 based on board recommendation.

The report given by the Statutory Auditors on the financial statements of the Company is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their report. There were no frauds reported by the auditors under sub section 12 of Section 143 of the Companies Act, 2013. Observations of the auditors in their report together with the notes on accounts are self-explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

B. COST RECORDS AND COST AUDIT:

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained. M/s. Anuj Aggarwal & Co., Cost Accountants, (FRN: 102409) has conducted the audit of the cost record of the Company for the

Financial Year 2025-26. The Cost Audit Report for FY2026 does not contain any qualification.

The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s. Anuj Aggarwal & Co., Cost Accountants, (FRN: 102409) as Cost Auditor to audit the cost records of the Company for the financial year 2026-27.

As required under the Act, a resolution seeking members approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the 13th Annual General Meeting for their ratification.+

C. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Account) Rule 2014, the Board of Directors has appointed M/s. N R Kalal & Associates, Chartered Accountants (FRN: 149215W), as Internal Auditors of the Company for the Financial Year 2026-27. /s. N R Kalal & Associates, Chartered Accountants have confirmed their willingness to be re-appointed as an Internal Auditors of the Company.

D. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of

Managerial Personnel) Rules 2014, the Board of Directors have appointed M/s Umesh Ved & Associates, Company Secretaries,

Ahmedabad (Peer Review Registration No: 6564/2025) as the secretarial auditor of the Company to conduct secretarial audit for the year 2025-26. The report of the Secretarial Auditors is annexed herewith as "Annexure F". The report of the secretarial auditors is self-explanatory and confirming compliance by the Company of all the provisions of applicable corporate laws.

Pursuant to the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 (Third Amendment); the Company appointed M/s Umesh Ved & Associates, Company Secretaries (Peer Reviewed Firm Firm Registration Number 6564/2025) as Secretarial Auditors for a term of 5 (five) consecutive years commencing from FY 2025-26 to FY 2029-30.

34. RISK MANAGEMENT POLICY:

The Company has in place a Risk Management Policy in line with Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to identify and evaluate business risks and opportunities. The Company has a system in place for identification of elements of risk which are associated with the accomplishment of the objectives, operations, development, revenue, regulations and appropriate measures are taken, wherever required, to mitigate such risks beforehand.

The aforesaid Policy is available on the Companys website https://vmstmt.com/wp-content/uploads/2025/03/Risk-Management-

Policy.pdf.

The development and implementation of the Risk Management Policy has been covered in the Management Discussion & Analysis

Report, which forms part of this Annual Report.

35. CODE OF CONDUCT:

In compliance with Regulation 17(5) of the Listing Regulations, the Company has a comprehensive Code of Conduct (‘the Code) in place applicable to all the Senior Management Personnel and Directors, including Independent Directors, to such extent as may be applicable to them depending on their roles and responsibilities. The Code provides guidance on ethical conduct of business and compliance with applicable laws.

The Code is available on the Companys website https://vmstmt.com/wp-content/uploads/2025/03/Code-of-Conduct-for-Directors-

Senior-Management-Independent-Directors.pdf.

36. PREVENTION OF INSIDER TRADING AND CODE OF FAIR DISCLOSURE:

In compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board has formulated a Code of

Conduct to regulate, monitor and report trading by Insiders. This Code outlines the guidelines and procedures to be followed, and the disclosures required to be made by Insiders when dealing in the Companys shares, while also informing them of the consequences of non-compliance.

The Code is available on the Companys website https://vmstmt.com/wp-content/uploads/2025/03/Code-Of-Conduct-For-Prevention-

Of-Insider-Trading.pdf.

37. UNSECURED LOAN FROM DIRECTORS:

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

38. COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The Company has duly complied with all the provisions of Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India.

39. ENVIRONMENT AND SAFETY:

The company understands the value of operating in an ecologically friendly and safe manner. The Companys philosophy mandates that activities be carried out in such a way that all parties involved are safe, environmental standards are followed, and natural resources are preserved.

40. ANNUAL RETURN ON WEBSITE:

The Company is having website i.e. www.vmstmt.com and annual return of Company has been published on such website at https:// vmstmt.com/annual-returns/.

41. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, there were no applications made or proceedings pending in the name of Company under the Insolvency and Bankruptcy Code, 2016.

42. 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:

During the year under review, there has been no one time settlement of loans taken from the Banks or Financial Institutions.

43. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013:

The Company has received the disclosure in Form DIR-8 from its Directors being appointed or re-appointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

44. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been material changes and commitments, which affect the financial position of the Company during the year under review, as provided below:

The Board of Directors of the Company has approved the Scheme of Amalgamation of VMS TMT Limited with Aditya Ultra Steel

Limited. The Scheme is presently under review by the Stock Exchanges and is subject to receipt of the requisite statutory and regulatory approvals, including the approval of the Honble National Company Law Tribunal and such other approvals as may be applicable.

45. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant or material orders passed by any Regulator, Court or Tribunal impacting the going concern status of the Company or its operations in the future. However, members attention is drawn to the contingent liabilities and commitments disclosed in the Notes forming part of the Financial Statements annexed to this Report.

46. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees.

47. ACKNOWLEDGEMENT:

The Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. The Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

	BY ORDER OF BOARD OF DIRECTORS
	VMS TMT LIMITED
	VARUN MANOJKUMAR JAIN
Place: Bhayla	Chairman & Managing Director
Date: 26.08.2026	DIN: 03502561