Vraj Iron & Steel Ltd Directors Report

Dear Shareholders,

Your Board of Directors take pleasure in presenting the 22^nd 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, 2026.

1. FINANCIAL SUMMARY AND PERFORMANCE HIGHLIGHTS:

The Audited Financial Statements for the Financial Year ended March 31, 2026, 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 recognized 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 summarized below:

Particulars	Consolidated	Standalone
	Year Ended 31-Mar-2026	Year Ended 31-Mar-2025	Year Ended 31-Mar-2026	Year Ended 31-Mar-2025
Total Income	5966.01	4788.60	5966.01	4788.60
Less: Expenditure	5333.21	4143.67	5333.21	4143.67
Profit before Depreciation	632.8	644.93	632.8	644.93
Less: Depreciation	228.70	79.29	228.70	79.29
Profit before Tax	428.88	588.20	404.10	565.65
Provision for Taxation	108.83	147.33	108.83	147.33
Profit after Tax	320.05	440.87	295.27	418.31
Other Comprehensive Income	8.60	15.56	8.37	15.60
Total Comprehensive Income/Loss for the year attributable to:	328.65	456.43	303.64	433.91
Earnings Per Share (Face Value of Rs.10)
(1) Basic	9.70	14.28	8.95	13.55
(2) Diluted	9.70	14.28	8.95	13.55

PERFORMANCE HIGHLIGHTS:

Standalone:

During the year under review, the Company registered Total Income Rs. 5,966.01 million for the financial year ended March 31, 2026, representing an increase of 24.59% over the previous years income of Rs. 4,788.60 million.

The Company achieved, the Net Profit after tax for the Rs. 295.27 million, compared to Rs. 418.31 million in the previous year, The Company achieved a total Comprehensive Income of Rs. 303.64 million as against previous years Comprehensive Income of Rs. 433.91 million.

Consolidated:

During the year under review, the Companys consolidated total income stood at Rs. 5,966.01 million for the financial year ended March 31, 2026, as against Rs. 4,788.60 million in the previous financial year. The Company recorded a consolidated net profit after tax of Rs. 320.05 million for the financial year ended March 31, 2026, as compared to Rs. 440.87 million in the previous financial year.

The Company has a Total Comprehensive Income of Rs. 328.65 million as against previous years Comprehensive Income of Rs. 456.43 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, 2026 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, 2026.

3. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, 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 recommend any dividend for the financial year ended March 31, 2026. 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://vraitmt.in/investor-sub.php Rs.investor=11.

5. 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:

As on March 31, 2026, 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 Rs. 32,98,26,190/- (Rupees Thirty-Two Crore Ninety- Eight Lakhs Twenty-Six Thousand One Hundred Ninety Only)

6. DEMATERIALISATION OF SHARES:

As on March 31, 2026 all the shares of the Company are held in dematerialized form. The breakup of the equity shares held with the depository NSDL and CDSL and physical form as on March 31, 2026 are as follows:

MODE	SHARES	% OF CAPITAL
Shares in Demat mode with NSDL	33,40,745	10.12%
Shares in Demat mode with CDSL	2,96,41,874	89.88%
Shares in Physical Mode	0	0.00
Total	32,98,26,19	100.00

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

7. CHANGE IN NAME OF THE COMPANY:

During the year under review there is no change in the name of the Company.

8. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATES COMPANIES:

As on March 31, 2026, the Company has no subsidiaries or joint ventures. However, the Company has one associate company, namely M/s Vraj Metaliks Private Limited. The Company also has a holding company, M/s Gopal Sponge and Power Private Limited.

The details of the associate company, as required under the applicable provisions of the Companies Act, 2013, are provided in Form AOC-1, which is annexed hereto as Annexure-I.

9. 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. 2025-26 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. 2025-26 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://vraitmt.in/investor-sub.php Rs.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.

10. 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.vraitmt.in. The detailed composition of members of the CSR Committee at present as given below:

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.

11. 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 ("Listing Regulations") and is presented in a separate section forming part of the Annual Report as "Annexure-IV".

12. UTILISATION OF IPO PROCEEDS AND MONITORING AGENCY REPORT:

The Company had raised funds through its Initial Public Offering (IPO) for the purposes specified in the Prospectus. During the financial year ended March 31, 2026, the Company has fully utilised the net proceeds of the IPO towards the objects of the issue as disclosed in the Prospectus.

As on March 31, 2026, the entire IPO proceeds stood fully utilised and there were no unutilised proceeds pending deployment. The utilisation of the IPO proceeds was reviewed periodically by the Audit Committee:

Name of the Object	Amount as proposed in the offer documents	Amount utilized
1. Prepayment or repayment of term loan borrowings availed by our Company	700.00	700.00
2. Capital expenditure towards the "Expansion Project" at Bilaspur Plant	595.00	595.00
3. General corporate purposes	228.00	231.00
4. IPO Issue Expense	187.00	184.00
Total	1710.00	1710.00

Note: The actual IPO issue expenses amounted to Rs. 184.00 million, as against the projected IPO issue expenses of Rs. 187.00 million. Accordingly, the unutilized amount of Rs. 3.00 million has been deployed towards General Corporate Purpose (GCP), in accordance with the disclosures made in the Offer Document.

The Monitoring Agency, CARE Ratings Limited, has confirmed that there was no deviation or variation in the utilisation of the IPO proceeds from the objects stated in the prospectus. Accordingly, the statements of deviation(s)/variation(s) submitted to the Stock Exchanges reflected a Nil deviation.

The Monitoring Agency reports and the statements of deviation(s)/variation(s) are available on the website of the Company and the Stock Exchange(s) at www.vrajtmt.in.www.bseindia.com and www.nseindia.com.

13. PUBLIC DEPOSITS:

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

14. CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the Company as on date of this Report.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL:

A. Directors:

The Board of Directors occupies a fiduciary position and is entrusted with the responsibility of safeguarding the interests of the Company and its stakeholders. The Board provides strategic direction and oversight by reviewing and approving key business strategies, policies, financial performance, operational matters, and other significant decisions impacting the Company.

To facilitate effective governance, the Board has constituted various Committees, each entrusted with specific roles and responsibilities within its defined terms of reference. The Committees deliberate on matters within their respective domains and make recommendations to the Board, wherever required. The decisions and recommendations of the Committees are placed before the Board for its consideration and approval.

The composition of the Board is in compliance with the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board comprises an appropriate mix of Executive, Non-Executive Independent Directors, including a Woman Director, ensuring a balanced and effective governance framework. The Directors bring with them extensive experience and expertise across diverse fields, including industry, finance, accounting, law, management, and corporate governance, enabling the Board to discharge its responsibilities effectively.

The Composition of Board of Directors of the Company are as follows:

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 March 31, 2026, the Board comprised of 6 (Six) Directors, including 3 (Three) Non-Executive Independent Directors, of whom Mrs. Sanjeeta Mohta is the Woman Independent Director. The Chairman of the Company is an Executive Director.

All Directors have submitted the requisite disclosures under the Companies Act, 2013, including Form MBP-1, Form DIR-8, and declarations confirming compliance with the Companys Code of Conduct.

None of the Directors is disqualified under the provisions of the Companies Act, 2013 or debarred from holding the office of Director by SEBI or any other statutory authority. A certificate from a Practicing Company Secretary confirming the same forms part of the Corporate Governance Report.

The Board is of the opinion that all the Directors possess the requisite integrity, expertise, experience, and skills necessary for the effective discharge of their duties. The composition of the Board and the details of the Directors skills and competencies are provided in the Corporate Governance Report forming part of this Annual Report.

Further, Mr. Praveen Somani (DIN:09297084) Whole time Director, whose term of office expires on September 06, 2026 and who is eligible for reappointment, has expressed his willingness to be re-appointed. The Board recommends his reappointment for a further term of 05 (five) years, subject to the approval of the Members. His brief profile forms part of the notice convening the 22nd Annual General Meeting.

B. Director Retire by Rotation:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Vijay Anand Jhanwar (DIN: 00826103), Managing Director, retired by rotation at the Annual General Meeting held on September 25, 2025, and, being eligible for re-appointment, was re-appointed by the Members.

Further, Mr. Prasant Kumar Mohta (DIN: 06668452) Whole time Director, is liable to retire by rotation at the ensuing 22nd Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board recommends his re-appointment for the approval of the Members. His brief profile forms part of the Notice convening the 22nd Annual General Meeting.

C. Change in Board of Directors:

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

D. Key Managerial Personnel:

As on 31st March, 2026, 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.

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. Shriram Verma	Chief Finance Officer
5 Mrs. 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 (Listing Obligations and Disclosure Requirement) Regulations,2015.

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.

16. MEETING OF INDEPENDENT DIRECTORS:

During the Financial Year under review, a separate Meeting of the Independent Directors was held on February 24, 2026 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 following duties:

• Review the Utilization of funds.

• Update on Business performance of the Company.

• Strategic concern or the long-term vision alignment.

• Review the Expansion Projects of the company.

• Review of grievance and Investor relation.

• Review of Compliance and Corporate Governance Practice.

• Evaluate the performance of the Committee.

• Review the Management Structure of the Company.

17. NUMBER OF MEETINGS OF THE BOARD:

Your Board of Directors meets at regular intervals to discuss and decide on business strategies and review the Companys financial performance. During the Financial Year 2025-26, 09 (Nine) Board Meetings were held. The meetings were held in accordance with the applicable provisions of The 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 2025-26 has been separately provided in the Corporate Governance Report.

18. 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.

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Familiarisation Programme for its Independent Directors to provide them with an understanding of the Companys business, operations, industry, regulatory environment and governance framework.

During the year, the Independent Directors were familiarised with the Companys business model, manufacturing operations, industry developments, expansion plans, risk management framework, captive solar power project, sustainability initiatives and key regulatory updates. They were also briefed on their roles, responsibilities and duties as Independent Directors.

The details of the Familiarisation Programme are available on the Companys website.

20. BOARD EVALUATION:

The Nomination and Remuneration Committee has formulated a Nomination and Remuneration Policy, including criteria for performance evaluation, which has been approved and adopted by the Board of Directors.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of its committees, and individual Directors based on the prescribed evaluation criteria. The evaluation covered various parameters, including effectiveness of Board processes, discharge of roles and responsibilities, contribution towards strategic planning, risk management, operational oversight, quality and timeliness of information provided to the Board, and effectiveness of Committees.

The outcome of the evaluation conducted by the Nomination and Remuneration Committee and Independent Directors was placed before the Board for consideration and necessary action. The Directors expressed their satisfaction with the evaluation process and its outcome and concluded that the Board and its Committees were functioning effectively.

21. 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, 2026, 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 financial year and of the profit 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, 2026 have been prepared on a "going concern" basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial 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, 2026.

Based on the framework of internal financial 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 financial controls were adequate and effective during the financial year 2025-26.

22. 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. Policy is available on the website of the Company at https://vraitmt.in/investor-sub.php Rs.investor=11

23. MATERIAL CHANGES AND COMMITMENTS:

During the year under review, the following material changes and commitments occurred, which have an impact on the financial position and operations of the Company:

• During the year under review, the Board of Directors of the Company at its meeting September 18, 2025 approves the enhancement of its existing bank credit facilities from Rs. 108 Crore to Rs.128 to meet its working capital requirements in the ordinary course of business and to support its ongoing expansion activities.

• The Company successfully commissioned and operationalized its 15 MWP Solar Power Plant on December 18, 2025. The plant commenced power generation during the year and is expected to reduce the Companys power costs and improve operational efficiency.

• During the year, the Board of Directors, at its meeting held on December 20, 2025, approved the enhancement of the corporate guarantee proposed to be extended on behalf of the Associate Company, Vraj Metaliks Private Limited, from Rs. 25 Crore to Rs. 35 Crore. However, as on the date of this Report, the Company has extended a corporate guarantee aggregating to Rs. 30 Crore in favour of the associate company

• The Board of Directors, at its meeting held on February 12, 2026, approved the setting up of an additional 21 MWP Solar Power Plant. The project is expected to be completed and commissioned during FY 2026-27, which will further strengthen the Companys renewable energy capacity and support cost optimization.

• The Companys MS Billet Expansion Project was successfully commissioned, and commercial operations commenced on March 27, 2026, thereby enhancing the Companys manufacturing capacity.

• After the Financial Year, on the date of this report, the Board of Directors of the company at its meeting held on July 14, 2026 approved the proposal for the setting up the Greenfield Integrated Steel Plant in the Village-Chapka, Tehsil-Bhanpuri, District-Bastar Chhattisgarh, in the first stage project cost to Rs. 450 crore including GST. The proposed project shall be funded through internal accruals, equity infusion, and debt.\

• During the year the Board of Directors of the Company, at its meeting held on February 24, 2026, has approved the proposal for setting up a Rolling Mill at Bilaspur Plant for manufacturing of TMT Bars with an installed capacity of 1,50,000 Tons per annum.

24. 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 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 2025-26 and the Reports are self-explanatory. The said Auditors Reports for the Financial Year ended March 31, 2026 on the Financial Statements of the Company forms part of this Annual Report.

ii. Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013, the applicable rules and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has appointed M/s. Nitin Agrawal & Co., Company Secretary in Practice (CP No. 11931 & M. No. F9684) as Secretarial Auditor for a term of five consecutive financial years from FY 2025-26 to FY 2029-30, as approved at the 21st Annual General Meeting.

The Secretarial Audit Report for the financial year ended 31st March, 2026 does not contain any qualification, reservation, adverse remark or disclaimer in respect of the statutory compliances of the Company.

The Secretarial Audit Report for FY 2025-26 in Form MR-3, covering applicable laws, rules, regulations, circulars and guidelines, is annexed to this Report as "Annexure-VIII

"The Secretarial Auditor has reported certain matters relating to ongoing legal proceedings with Viraj Profiles Private Limited concerning the Companys name and trademark, as well as the Scheme of Amalgamation involving certain promoter entities.

The Board has taken appropriate legal and procedural steps to protect and safeguard the interests of the Company in relation to the said legal proceedings. Further, the Scheme of Amalgamation referred to in the Secretarial Audit Report relates to the amalgamation of certain promoter entities and does not have any impact on the shareholding pattern or ownership control of the Company except increase in shares of Gopal Sponge and Power Private Limited due to merger of the Companies.

With respect to the unspent CSR obligation of Rs. 4.07 million for the FY 2025-26, the Company shall transfer the said unspent amount to the fund specified in Schedule VII to the Companies Act, 2013, within the prescribed period and on or before 30th September, 2026, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder".

The Board confirms that there are no other qualifications, observations or adverse remarks requiring explanation in the Secretarial Audit Report.

iii. Cost Auditor:

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013, the Company maintains cost records as prescribed by the Central Government. Further, in accordance with Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to have its cost records audited by a Cost Auditor.

Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on May 14, 2026, re-appointed M/s Sanat Joshi & Associates, Cost Accountants (FRN:000506) as the Cost Auditors of the Company for the Financial Year 2026-27 at a remuneration of Rs. 60,000/- (Rupees Sixty Thousand only) plus applicable taxes and reimbursement of out-of-pocket expenses.

The remuneration of the Cost Auditor is subject to ratification by the Members pursuant to Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, and the same is placed before the Members for approval at the ensuing 22nd Annual General Meeting.

The Cost Audit Report for the Financial Year 2025-26 does not contain any qualification, reservation, adverse remark, or observation requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. M/s Sanat Joshi & Associates, Cost Accountants (FRN: 000506) were appointed as the Cost Auditors of the Company for FY 2025-26.

iv. Internal Auditor:

The Company has an effective internal audit framework to evaluate the adequacy and effectiveness of its internal controls, processes, and systems. The Internal Audit function provides independent and objective assurance to the Audit Committee and the Board of Directors. The Internal Auditor reports directly to the Chairman of the Audit Committee.

Based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 14, 2026, re-appointed M/s Amit Kumar Agrawal & Co., Chartered Accountants (FRN: 024556C) as the Internal Auditors of the Company for the financial year 2026-27 in accordance with the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

The Internal Audit Reports do not contain any qualification, reservation, adverse remark, or significant observation requiring disclosure. The certificate under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report and is annexed as "Annexure V" to the Boards Report.

25. 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://vraitmt.in/investor.php Rs.investor=2.

26. 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.

27. 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.vraitmt.in/investor-sub.php Rs.investor=11 there were no instances of reporting under Vigil Mechanism during the financial year ended 31st March, 2026.

28. INTERNAL CONTROLS & AUDIT:

Pursuant to the provisions of Section 134(5)(e) of the Companies Act, 2013 and Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established an Internal Financial Control (IFC) framework comprising policies and procedures to ensure orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy of financial records, and timely preparation of reliable financial information.

The Company has a robust internal control system commensurate with the nature, size, and complexity of its operations. The framework is designed to continuously evaluate the adequacy and effectiveness of financial and operational controls. The Board is responsible for ensuring that appropriate internal financial controls are established and operate effectively.

The internal control systems are periodically reviewed, tested, and evaluated by the Internal Auditors and Statutory Auditors. During the financial year under review, no material weakness or significant deficiency was reported by the Internal Auditors or Statutory Auditors. The Statutory Auditors report on the adequacy and operating effectiveness of Internal Financial Controls under Section 143(3)(i) of the Companies Act, 2013 forms part of the Audit Report.

29. 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.

30. 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- VI" to this report.

31. 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 organization. A detailed section on Human Resources/ Industrial relations is provided in the Management Discussion and Analysis Report which forms part of the Annual Report.

32. CREDIT RATING:

During the year under review, the credit rating of the Company has been reaffirmed by the M/s CARE Ratings Limited (Credit 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.

33. 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.

34. 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.vraitmt.in.

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

The information on conservation of energy and technology absorption under Section 134(3)(m), of the Companies Act, 2013 read with Rule 8(3) Companies (Accounts) Rules, 2014 are as follows:

1. Conservation of Energy:

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

The Company continues to accord high priority to energy conservation and optimum utilization of available resources through continuous monitoring and adoption of energy-efficient technologies. The Company also continued to implement energy conservation measures across its manufacturing operations by optimizing energy consumption and improving operational efficiencies wherever feasible.

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

• Successfully commissioned a 15 MW Solar Power Plant at Village Mohbhattha, Tehsil Berla, District Bemetara, Chhattisgarh, for captive consumption at the Companys Siltara (Raipur) manufacturing unit.

• Development of an additional 21 MW Solar Power Plant is under progress and is expected to further increase the use of renewable energy in the Companys operations.

• Continued use of alternate and renewable sources of energy, wherever technically and economically feasible.

(iii) The capital investment on energy conservation equipment:

During the Financial Year, the Company has commissioned 15 MW Solar Power Plant. Further made investment of Rs. 65.00 millions in the 21 MW Solar Power Project as on March 31, 2026.

2. Technology Absorption:

(i) The effort made towards technology absorption: - The Company continuously evaluates and adopts appropriate technologies to improve manufacturing efficiency, product quality, operational safety and environmental performance.

(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.

36. 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.

37. 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 has 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://vraitmt.in/investor-sub.php Rs.investor=11

The Code aims to protect the interests of shareholders, ensure fair disclosure of UPSI, and prevent insider trading activities by Directors, Designated Persons, their immediate relatives, and connected persons who have access to UPSI.

Mrs. Priya Namdeo, Company Secretary and Compliance Officer, is designated as the Compliance Officer responsible for administering the Code and ensuring compliance with applicable regulations.

The Company has also maintained a Structured Digital Database (SDD) in compliance with Regulations 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code is available on the Companys website.

38. SIGNIFICANT AND MATERIAL ORDERS:

During the year under review, no significant or material orders were passed by any Regulators, Courts, or Tribunals that could adversely impact the going concern status or future operations of the Company.

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

The Company follows a zero-tolerance approach towards sexual harassment at the workplace and is committed to providing a safe, secure, and respectful working environment for all employees. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy is available on the Companys website at https://vraitmt.in/investor-sub.php Rs.investor=11.

During the financial year under review, no complaints were received or filed under the provisions of the said Act as follows;

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, 2026	NIL

The Company has constituted an Internal Complaints Committee (ICC) in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to address and redress complaints relating to sexual harassment at the workplace.

40. 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.

41. INDUSTRIAL RELATIONS:

During the year under review, the Company maintained cordial and harmonious industrial relations with its employees. The Company continues to foster a positive work environment through effective communication, employee engagement, and collaborative relations with its workforce.

42. CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practices followed by the Company, along with a certificate from M/s Nitin Agrawal & Co., Practicing Company Secretary, confirming compliance with the applicable requirements, forms part of this Annual Report.

A certificate from the Managing Director and Chief Financial Officer, as required under the Listing Regulations, confirming the correctness of the financial statements and cash flow statements, adequacy of internal controls, and reporting of relevant matters to the Audit Committee, is annexed as Annexure-VII to this Report.

Further, a declaration from the Managing Director and Whole-time Director confirming compliance with the Companys Code of Conduct by the Board Members and Senior Management Personnel forms part of the Corporate Governance Report.

43. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

Pursuant to Regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to include a Business Responsibility and Sustainability Report (BRSR) in the Annual Report is applicable to the top 1,000 listed entities based on market capitalization.

As per the list of the top 1,000 listed entities based on market capitalization as on December 31, 2025, published by the National Stock Exchange (NSE) and the Bombay Stock Exchange (BSE), the Company is ranked 1699 and 1817 respectively in the exchange. Accordingly, the provisions relating to the submission of the Business Responsibility and Sustainability Report (BRSR) are not applicable to the Company for the Financial Year 2025-26.

44. 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.

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.

5. During the year under review, V A Transport Private Limited, Kirti Ispat Private Limited, and Utkal Ispat Private Limited, forming part of the Promoter Group of the Company, ceased to exist pursuant to their merger with Gopal Sponge and Power Private Limited. The merger was approved by the Regional Director, South East Region, Hyderabad, vide Order dated March 18, 2026.

6. Viraj Profiles Private Limited has filed a commercial suit before the Honble High Court of Judicature at Bombay alleging infringement of the trademark "VRAJ" and claiming damages of Rs. 150.00 million. The Company has taken appropriate legal measures and made necessary representations before the Honble Court. The matter is sub judice, and the Company is taking all necessary steps, based on legal advice, to protect and safeguard its interests.

7. During the year under review, Viraj Profiles Private Limited filed a Special Civil Application before the Honble High Court of Gujarat at Ahmedabad challenging the order of the Honble Regional Director, North Western Region, Ahmedabad, passed in favour of the Company, holding that the name "Vraj Iron and Steel Limited" is neither identical nor too nearly resembles the name of Viraj Profiles Private Limited or its registered trademark "Viraj" and dismissed the petition filed against the Company. The matter is presently sub judice, and the Company is taking all necessary legal steps to protect and safeguard its interests.

8. As on the date of this Report, the Corporate Guarantee previously provided by Gopal Sponge and Power Private Limited in respect of the Companys borrowings from HDFC Bank has been released.

45. 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.

46. 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.