Vraj Iron & Steel Ltd Directors Report

Dear Shareholders,

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

1. FINANCIAL SUMMARY AND PERFORMANCE HIGHLIGHTS:

The Audited Financial Statements for the Financial Year ended March 31, 2025, forming part of this Annual

Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as "Ind AS") prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable. Necessary disclosures with regard to Ind-AS reporting have been made under the Notes to Financial Statements. The Companys performance during the financial year under review as compared to the previous financial year is summarised below: (Rs. in Millions)

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

PERFORMANCE HIGHLIGHTS:

Standalone:

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

23

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

Consolidated:

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

The Company has a Total Comprehensive Income of Rs. 456.43 million as against previous years

Comprehensive Income of Rs. 581.74 million. The consolidated financial results reflect the cumulative performance of the Company together with its Associate Company M/s Vraj Metaliks Private Limited.

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

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

2013:

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

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

3. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

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

4. DIVIDEND:

In view of the Companys strategy focus on expansion and capital deployment toward long term growth. The

Board of Directors of the Company has decided not to recommended any dividend for the financial year ended March 31, 2025. This decision has been taken after careful consideration of the Companys future capital requirement, to conserve resources and strengthen the financial position of the Company during this investment phase.

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

(‘Listing Regulations), the Company has formulated Dividend Distribution Policy taking into account the parameters prescribed in the said Regulations. The Dividend Distribution Policy is available on Companys website at https://vrajtmt.in/investor-sub.php?investor=11.

5. INITIAL PUBLIC OFFERING:

During the year under review, the Company has successfully completed its Initial Public Offering ("IPO") comprising of fresh issue of 82,60,869 Equity Shares of face value of Rs. 10 each for issue price of Rs. 207/- per Equity Share including a premium of Rs. 197 per Equity Share, aggregating total offer to Rs. 1710.00 million. The Equity Shares of the Company were listed on National Stock Exchange of India Limited and BSE Limited

(‘Stock Exchanges) on July 03, 2024. The issue was led by book running lead manager Aryaman Financials Limited

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

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

6. SHARE CAPITAL OF THE COMPANY:

Authorised Capital:

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

Issued, Subscribed and Paid-Up Capital:

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

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

7. DEMATERIALISATION OF SHARES:

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

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

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

8. CHANGE IN NAME OF THE COMPANY:

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

9. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

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

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

11. CORPORATE SOCIAL RESPONSIBILITY:

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

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

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

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

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

12. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

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

13. UTILISATION OF PROCEEDS OF IPO:

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

(Rupees in Millions)

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

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

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

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

14. PUBLIC DEPOSITS

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

15. CHANGE IN NATURE OF BUSINESS, IF ANY:

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

16. DIRECTORS & KEY MANAGERIAL PERSONNEL:

A. Directors

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

Composition of Board of Directors of the Company is duly constituted with proper balance of Executive Directors, and Non-Executive Independent Directors including Women Director in accordance with the provisions of Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 ("Listing Regulations"). All the Directors have rich experience and specialized knowledge in sectors covering law, finance, accountancy and other relevant areas. The Board of Directors Composition of the Company are as follows:

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

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

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

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

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

B. Director Retire by Rotation:

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

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

C. Change in Board of Directors:

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

D. Key Managerial Personnel

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

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

E. Declaration by Independent Directors

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

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

17. MEETING OF INDEPENDENT DIRECTORS:

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

Review the Post-IPO Utilization of funds.

Update on Business performance of the Company post listing.

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

Review the Project Expansion of the company.

Review of Stakeholders grievance and Investor relation.

Compliance Review.

Review the corporate Governance Practice.

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

Evaluate the performance of the Committee.

Review the Management Structure of the Company.

18. NUMBER OF MEETINGS OF THE BOARD:

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

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

19. COMMITTEES OF THE BOARD:

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

(A) Audit Committee:

(B) Nomination and remuneration committee: (C) Stakeholders Relationship Committee: (D) Corporate Social Responsibility Committee:

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

20. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

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

1) Nature of the industry in which the company operates; 2) Business model of the company; 3) Project Execution excellence 4) Hybrid Projects execution 5) Presentation on Capital Management Plan. 6) Roles, rights, responsibilities of independent directors; and

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

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

21. BOARD EVALUATION:

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

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

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

22. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company at the end of the nancial year and of the pro t of the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

Based on the framework of internal nancial controls and compliance systems established and maintained by the

Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal nancial controls were adequate and effective during the nancial year 2024-25.

23. COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY

MANAGERIAL PERSONNEL SENIOR MANAGEMENT PERSONNEL AND OTHER EMPLOYEES:

The Company has in place a ‘Policy on Nomination & Remuneration for Directors, Key Managerial Personnel

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

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

24. MATERIAL CHANGES AND COMMITMENTS:

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

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

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

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

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

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

25. AUDITORS AND AUDIT REPORT:

i. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter, M/s. Amitabh Agrawal & Co. (FRN: 006620C) has been appointed as Statutory Auditor of the Company for a period of five years from the financial year 2023-24 to financial year 2027-28 i.e. till conclusion of the Annual General Meeting to be held in the year 2028, after obtaining a certificate from M/s. Amitabh Agrawal & Co (FRN: 006620C) to the effect that if their appointment is made, the same would be within the limits prescribed under Section 141 (3) (g) of the Companies Act, 2013. The Company has received certificate from the said auditors that they are not disqualified and are eligible to hold the office as Auditors of the Company.

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

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

ii. Secretarial Auditor:

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

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

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

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

iii. Cost Auditor:

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

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

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

iv. Internal Auditor:

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

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

Certification by CFO under Regulation 17(8) of the Listing Regulation is annexed to the Boards Report as

" Annexure V".

26. ANNUAL RETURN:

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

27. REPORTING OF FRAUDS BY AUDITORS:

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

28. VIGIL MECHANISM:

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

29. INTERNAL CONTROLS & AUDIT:

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

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

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

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

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

30. RISK ASSESSMENT AND MANAGEMENT:

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

31. PARTICULARS OF EMPLOYEES:

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

32. HUMAN RESOURCES & INDUSTRIAL RELATIONS:

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

33. LISTING WITH STOCK EXCHANGES:

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

34. CREDIT RATING:

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

35. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

36. POLICIES AND DISCLOSURE REQUIREMENTS:

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

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO:

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

1. Conservation of Energy

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

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

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

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

The Company has used alternate source of energy, whenever and to the extent possible. (iii) The capital investment on utilizing alternate sources of energy upto March 31, 2025: - 100.00 million.

2. Technology Absorption:

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

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

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

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

3. Foreign Exchange Earnings and Outgo:

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

38. INDUSTRIAL RELATIONS

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

39. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

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

40. PREVENTION OF INSIDER TRADING:

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

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

41. SIGNIFICANT AND MATERIAL ORDERS:

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

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

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

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

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

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

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

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

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

44. CORPORATE GOVERNANCE:

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

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

45. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

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

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

46. GENERAL:

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

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

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

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

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

47. CAUTIONARY STATEMENTS:

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

48. ACKNOWLEDGEMENTS:

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

The Directors are thankful to the esteemed shareholders for their support and the confidence reposed in the

Company and its management and also thank the Companys vendors, investors, business associates,

Central/State Government and various departments and agencies for their support and co-operation.

For and on behalf of Board of Directors
VRAJ IRON AND STEEL LIMITED
Sd/-	Sd/-
Vijay Anand Jhanwar	Prasant Kumar Mohta
(Managing Director)	(Whole time Director)
DIN: 00826103	DIN: 06668452
Place: Raipur Chhattisgarh
Date: Thursday August 28, 2025