Vraj Iron & Steel Ltd Directors Report

To,

The Members,

Your directors take pleasure in presenting their Twentieth Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31^stMarch, 2024.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of consolidated and standalone financial highlights for the financial year ended March 31, 2024 and previous financial year ended March 31, 2023 is given below:

Standalone and Consolidated Financial Performance:

(Rs. in Millions)

Particulars	Consolidated		Standalone
	31-Mar-2024	31-Mar-2023	31-Mar-2024	31-Mar-2023
Total Income	4242.70	5174.21	4242.70	5174.21
Less: Expenditure	3458.12	4419.81	3458.96	4419.81
Profit before Depreciation	784.58	754.4	784.58	754.4
Less: Depreciation	58.42	64.42	58.42	64.42
Profit before Tax	726.16	689.98	726.16	689.98
Provision for Taxation	184.99	178.87	184.99	178.87
Profit after Tax	574.08	539.97	541.17	511.11
Other Comprehensive Income	-	-	-	-
Total Comprehensive Income	-	-	-	-
Total Profit/Loss for the year attributable to:
Owners of the Company	-	-	-	-
Non-Controlling Interests	-	-	-	-
Other Comprehensive Income for the year attributable to:
Owners of the Company	-	-	-	-
Non-Controlling Interests	-	-	-	-
Total Comprehensive Income/Loss for the year attributable to:
Owners of the Company	-	-	-	-
Non-Controlling Interests	-	-	-	-
Earnings Per Share (Face Value of 10)
(1) Basic	23.22	21.84	21.89	20.67
(2) Diluted	23.22	21.84	21.89	20.67

Standalone

The Total Income of the Company stood at Rs.4242.70 Millions for the year ended March 31, 2024 as against Rs.5174.21Millions in the previous year. The Company made a Net Profit of Rs.541.17 Millions for the year ended March 31, 2024 as compared to the Net Profit of Rs.511.11Millions in the previous year.

Consolidated:

The Consolidated Total Income isRs.4242.70 Millions for the financial year ended March 31, 2024 as against Rs.5174.21Millions during the previous financial year. Consolidated Net Profit is Rs. 574.08Millions for the year ended March 31, 2024 as compared to Rs. 539.97Millions in the previous year.

The consolidated financials reflect the cumulative performance of the Company together with its Associate M/s Vraj Metaliks Private Limited.

2. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

The Board has decided not to transfer any amount to the reserve for the year under review, however an amount of Rs.19,77,74,000 capitalised from the Reserves for Issue of Bonus Shares.

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:

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2024.

5. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND:

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF). In FY 2023-24, there was no amount due for transfer to IEPF.

6. CHANGE IN NAME OF THE COMPANY:

During the year under review the 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.

7. SHARE CAPITAL:

The authorized share capital of the company is Rs. 40,00,00,000/- divided into 4,00,00,000 equity shares of Rs. 10/-

The paid-up share capital of the Company is Rs 24,72,17,500/- divided into 2,47,21,750Equity shares of Rs. 10/-

8. DEMATERIALISATION OF SHARES:

As on March 2024 all the shares of the Company isheld in dematerialized form. The breakup of the equity shares held in dematerialized and physical form as on 31^st March 2024 is as follows:

MODE	SHARES	% OF CAPITAL
Shares in Demat mode with NSDL	0	0
Shares in Demat mode with CDSL	2,47,21,750	100
Shares in Physical Mode	0	0
Total	2,47,21,750	100

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

9. 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 I".

10. CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in nature of business of the Company during the F.Y. 2023-24 under review, however company has expansion project.

11. DISCLOSURES BY DIRECTORS:

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.

Certificate of Non-Disqualification of Directors received from Nitin Agrawal &Co., Practicing Company Secretary is annexed to the Boards Report as "Annexure II".

12. REMUNERATION POLICY:

The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Policy is provided in Annexed to this Report as

" Annexure III".

13. MATERIAL CHANGES AND COMMITMENTS:

There have been material changes and commitments, which affect the financial position of the Company during the year under review. However as on the date of this Report Company has entered into share purchase agreement with the existing shareholder of Vraj Metaliks Private Limited upto 49.90%and installation of 15MWp Solar Power Plant Implementation Agreement with SR Corporate Consultant Private Limited.

Further following are the material changes happened during the year under review:

During the Year, the Company has increased its Authorised share capital from Rs. 5,00,00,000 (Rupees Five Crores) to Rs. 40,00,00,000 (Rupees Forty Crores) at EOGM held on 29^th September, 2023.

The Company has made Issue of Bonus Equity Shares of 1,97,77,400 (One Crore Ninety-Seven Lakhs Seventy-Seven Thousand Four Hundred) Bonus Equity Shares of Rs. 10/- (Rupees Ten only) each in the Proportion of 4:1 at EOGM held on 29^th September, 2023.

During the Year, the Company has changed its Name from Phil Ispat Private Limited to Vraj Iron and Steel Private Limited by-passing Special Resolution at EOGM held on 29^th September, 2023.

During the Year, the Company has made Certain Additions in Object clause of the Memorandum of Association and Altered the Memorandum of Association and adopted Table A Schedule I and Further the Company has Adopted New Set of Article of Association as per Table F, Schedule I of Companies Act, 2013 at EOGM held on 29^th September, 2023.

During the Year, the Company has Converted from Private Limited Company to Public Company at EOGM held on 31^st October, 2023, in addition the Company has made Alteration in the Memorandum of Association and in Article of Association by changing the name of the company from Vraj Iron and Steel Private Limited to Vraj Iron and Steel Limited.

The Members of the Company in pursuance to Section 180(1)(a) of the Companies Act, 2013 has passed the Special resolution in the EOGM held on 10^th November, 2023 to sell, lease or otherwise dispose of the whole or substantially the whole of the Undertaking of Company. Further, Special Resolution was also passed U/s 180(1)(c) of the Companies Act, 2013 to increase the Borrowing Limit up to Rs. 1,000 Cr.

The Members of the Company in Pursuance to Section 185 of the Companies Act, 2013 has passed Special Resolution in the EOGM held on 10^th November, 2023 for the Approval of giving loan or guarantee or providing security in connection with loan availed by any person in whom any of the Director of the Company is interested up to a sum not exceeding Rs. 1,000 Cr (Rupees One Thousand Crores).

The Members of the Company in Pursuance to Section 186 of Companies Act, 2013 has passed Special Resolution in the EOGM held on 10^th November, 2023 for granting loans and investments up to an amount not exceeding Rs. 1,000 Cr (Rupees One Thousand Crores)

The Members of the Company in Pursuance to Section 188 of Companies Act, 2013 has passed Special Resolution in the EOGM held on 10^th November, 2023 to approve the Related Party Transactions in the Ordinary course of Business of the Company.

During the Year, the Company has made Certain Alteration in Article of Association by Adding new

Articles in the ‘Others at EOGM held on 10^th November, 2023.

The Members of the Company in Pursuance to Section 23, 62(1)(C) and applicable Provision of Companies Act, 2013 has passed Special Resolution in the EOGM held on 21^st December, 2023 to Approve Initial Public Offer of the Equity Shares of the Company.

During the Year, the Company has made all the Arrangement pertaining to Listing on Recognised Stock Exchange and enacted all the Necessary Policies which is duly approved by Board of Directors of the Company.

On 20^th March, 2024, the Company has obtained In-principle Approval from the Recognised Stock Exchange i.e, National Stock Exchange and Bombay Stock Exchange for getting its Equity shares listed on the said exchanges.

14. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2024 is available on the website of the Company https://www.vrajtmt.in/investor.php?investor=2

15. CHANGE IN SHARE CAPITAL:

During the year the company has increased its authorized share capital from Rs. 5,00,00,000/- (Rupees Five Crore) divided into 50,00,000 equity shares of Rs. 10/- each to Rs. 40,00,00,000/- (Rupees Forty Crore) divided into 4,00,00,000 equity shares of Rs. 10/- each by creation of additional 3,50,00,000 (Three Crore Fifty lakh)Equity Shares of Rs. 10/- (Rupees Ten only) each in the Extra-Ordinary General Meeting held on 29^th September, 2023.

As known to all of us, all the above proposals were duly passed in the Extra-Ordinary General Meeting and it was resolved to alter the Memorandum and Articles of Association. All the formalities regarding alterations have been duly completed.

16. ALLOTMENT:

During the year, the Company has allotted following equity Shares:

Allotment of 1,97,77,400 Equity Shares of Rs 10/- each per share on 29/09/2023 as bonus issue of shares.

Due to the above allotment the paid-up capital has been increased from Rs. 4,94,43,500/- to Rs. 24,72,17,500/-

17. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Familiarization programme for independent director under clause 25(7) during the year was not applicable. However, the Independent Directors attended one familiarization programme designed to enhance their understanding of the Company and their roles including the following:

(a) nature of the industry in which the company operates; (b) business model of the company; (c) roles, rights, responsibilities of independent directors; and (d) any other relevant information.

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 new Directors with the Companys business operations. The Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company.

During the year under review, the following directors were inducted to the Board as Independent Director:

(a) Mrs. Sanjeeta Mohta (w.e.f. November 10^th2023)

(b) Mr. Sumit Deb (w.e.f. December19^th2023)

(c) Mr.Pramod Kumar Vaswani (w.e.f. December19^th 2023)

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

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has a right mix of Board of Directors. The Structure and Composition of Board has optimum number of executive and non-executive directors and key Managerial Personnels to have good governance and to carry out the Board Functions efficiently and effectively.

i. Composition of the Board

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

ii. Change in Directors and designation:

The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors, Non-Executive Directors, and Independent Directors. All changes in the composition of the Board during the period under review were carried out in compliance with the provisions of the Companies Act, 2013.

*During the period under review, and as of the date of this report, the following changes occurred in the composition of the Board of Directors:

Sr No. Name of Director	Category of Director	Date of Appointment/ Cessation	Reason of change
1 Mr. Vijay Anand Jhanwar	Managing Director	November10th2023	To form Board composition Appointed as Chairman and Managing Director
2 Mrs. Sanjeeta Mohta	Non-Executive - Independent Director	November 10th2023	Appointment
3 Mr. Sumit Deb	Non-Executive - Independent Director	December 19th2023	Appointment
4 Mr. Pramod Kumar Vaswani	Non-Executive - Independent Director	December 19th 2023	Appointment

During the year under reviewand as of the date of this report, the following directors were re-appointed:

(A) Mr. Prasant Kumar Mohta(DIN:06668452) has been Re-Appointed as Whole Time Director of the Company, for a period of 5 (five) years i.e. with effect from June 17, 2024 up to June 16, 2029.

iii. Committees of Board of Directors

To ensure focused oversight and effective governance, the Board of Directors has established several committees. These committees are composed of board members and are tasked with specific responsibilities that support the boards overall mission. The committees are as follows:

(A) Audit Committee

The details with regard to the composition of the Committees of the Board as on 31^st March 2024.

Sr. No. Name of Committee members	DIN	Category	Position in the committee
1 Mrs. Sanjeeta Mohta	07786544	Non-Executive - Independent Director	Chairman
2 Mr. Vijay Anand Jhanwar	00826103	Chairman and Managing Director	Member
3 Mr. Pramod Kumar Vaswani	01627359	Non-Executive - Independent Director	Member

(B) Nomination and remuneration committee

The details with regard to the composition of the Committees of the Board as on 31st March 2024.

Sr. No. Name of Committee members	DIN	Category	Position in the committee
1 Mr. Sumit Deb	08547819	Non-Executive - Independent Director	Chairman
2 Mrs. Sanjeeta Mohta	07786544	Non-Executive - Independent Director	Member
3 Mr. Pramod Kumar Vaswani	01627359	Non-Executive - Independent Director	Member

(C) Stakeholders Relationship Committee

The details with regard to the composition of the Committees of the Board as on 31st March 2024

Sr. No. Name of Committee members	DIN	Category	Position in the committee
1 Mr. Pramod Kumar Vaswani	01627359	Non-Executive - Independent Director	Chairman
2 Mr. Prashant Kumar Mohta	06668452	Whole time Director	Member
3 Mr. Vijay Anand Jhanwar	00826103	Chairman and Managing Director	Member

(D) Corporate Social Responsibility Committee

The details with regard to the composition of the Committees of the Board as on 31st March 2024

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 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 as "Annexure IV".

iv. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances, which may affect their status as Independent Director during the year.

During the year under review, the Independent Directors held their separate meeting on 18/03/2024 inter alia, to discuss:

• Review the performance of the Non-Independent Directors.
• Review the performance of the committees and Board as a whole.
• Review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.
• Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties

v. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Praveen Somani (09297084), Executive Director of the Company, retires by rotation and offers himself for re- appointment.

The brief resume of Mr. Praveen Somani, the nature of his expertise in specific functional areas, names of the companies in which he has held directorships, her shareholding etc. are furnished in the Annexure - A to the notice of the ensuing AGM.

19. KEY MANAGERIAL PERSONNEL:

During the period under review and as on the date of Report, the Key Managerial Personnel (KMP) of the Company, appointed under the provisions of Section 203 of the Companies Act, 2013, are as follows:

(a) Mr. Shriram Verma (Chief Financial Officer)

(b) Ms. Priya Namdeo (Company Secretary & Compliance Officer)

During the period under review, the following changes in Key Managerial Personnel occurred:

(a).Mr. Shriram Verma was appointed as the Chief Financial Officer of the Company effective from December 01, 2023

(b) Ms. Priya Namdeowas appointed as the Company Secretary & Compliance Officer of the Company effective from December 01, 2023.

20. BOARD MEETINGS:

During the year, Twenty-SevenBoard Meetings were convened and duly held. The details of which are given in the Corporate Governance Report annexed to this Report as "Annexure IV". which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

21. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, and Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2024. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.

The Board carried out formal annual evaluation of its own performance and that of its Committees viz., the

Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee (NRC).

The Board also carried out the performance evaluation of all the individual directors including the Chairman of the Company. Additionally, NRC also carried out the evaluation of the performance of all the individual directors and Chairman of the Company. The performance evaluation was carried out by way of obtaining feedback from the Directors through a structured questionnaire prepared in accordance with the policy adopted by the Board and after taking into consideration the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India.

The feedback received from the Directors through the above questionnaire was reviewed by the Chairman of the Board and the Chairman of the NRC and then discussed the same at the meetings of the Board and NRC respectively. The performance evaluation of the Chairman, Whole Time Director and the Board as a whole was carried out by the Independent Directors at their separate meeting.

22. CORPORATE SOCIAL RESPONSIBILITY:

The Company has duly constituted a CSR committee of the Board , the Powers, Rolls, and Terms of reference of the CSR committees is in accordance with the provision of Section 135 of The Companies Act, 2013 and the policy framed as per amendments inserted and the same has been disclosed on the website of the Company at https://www.vrajtmt.in/

The detailed Composition of members of the CSRCommittee 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 as an Annexure V.

23. AUDITORS:

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. 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 and that they are not disqualified for re-appointment and also satisfies the criteria as mentioned under Section 141.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, the Company has appointed Nitin Agrawal & Co. a firm of Company Secretaries in Practice (CP No. 11931), to undertake the Secretarial Audit of the Company for the 03 (Three) consecutive F.Y. i.e. from 2023-24 to 2025-26. The Secretarial Audit Report for F.Y. 2023-24 is annexedherewith as"Annexure VI".

iii. Cost Auditor:

The provisions of section 148 of Companies Act, 2013 read with Companies (Cost Record and Audit) Rules, 2014 are applicable to the company for maintenance of cost record as the item manufactured by the company falls under non-regulated sector, Table B of the said rules, and the same are maintained.

Further the Company has duly appointed M/s Sanat Joshi& Associates, Cost Accountant (FRN: 000506) as the Cost Auditor for the audit of cost Records maintained by the Company.

iv. Internal Auditor:

The Board of Directors of the Company and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed M/s Amit Kumar Agrawal & Co. Chartered Accountants,(FRN:024556C) Raipur as the Internal Auditors of your Company for the 03 (Three) consecutive F.Y. i.e. from 2023-24 to 2025-26.The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board.

24. AUDITORS REPORT:

i. Statutory Auditors Reports

The Statutory Auditor has given opinion on their Audit Report as "In our opinion and according to the information and explanations given to us, the company has used software for maintaining its books of accounts and the said software does not have audit trail (edit log) feature and as such there is no question of maintaining of audit trail (edit log) feature and tampering thereof."

The Boards explanation on the Statutory Auditors opinion is:

"The Software used by the company for maintaining its books of accounts does not have audit trail (edit log) feature although the management of the Company has numerous times endeavored to procure the upgraded version of the software currently used while the concerned software providers were not able to provide the same. Your directors also tried to procure comparative software with audit trial (edit log) feature but were not satisfied with the functioning of the same and as such search is still not complete. But that does not imply failure or material weakness in the operating effectiveness of the software put to use by the company and the company is planning to procure and employ the software with audit trial (edit log) feature at the earliest possible time.

ii. Secretarial Auditor Report

Secretarial Auditors Report does not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an Annexure, which forms part of this report.

iii. Internal Auditor Report

Internal Auditor Report does not contain any qualifications, reservations or adverse remarks or disclaimers.

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

" Annexure VII

25. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

As on March 31, 2024, 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 VIII Further, the company has no subsidiaries or joint venture companies, during the period under review.

26. VIGIL MECHANISM:

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://www.vrajtmt.in/investor-sub.php?investor=11

27. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s Amit Kumar Agrawal& Co., Chartered Accountants, (FRN. 024556C)as an Internal Auditors of the Company for the year under review, to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out on quarterly and half yearly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

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 2023-24.

28. 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.

29. LISTING WITH STOCK EXCHANGES:

During the year under review your Company has filed DRHP on December 28 2023, to issue fresh shares in public and listed on July 03, 2024 at BSE Limited and NSE of India Limited (Main Board).

30. 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.

31. POLICIES AND DISCLOSURE REQUIREMENTS:

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

32. 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: i. Conservation of Energy

The company is putting continues efforts to reduce the consumption of energy and maximum possible saving of energy.

a. The steps taken by the company for utilizing alternate sources of energy:-

The Company has used alternate source of energy, whenever and to the extent possible

b. The capital investment on energy conservation equipments:- NIL

ii. Technology absorption

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

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

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:- NA

iii. The expenditure incurred on Research and Development Not Applicable.

iv. Foreign exchange earnings and Outgo

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

33. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

The company has made requisite disclosure as required pursuant to section 186 under the provision of the Companies Act,2013 during the year. The required details form the part of Financial Statements and disclosed in the Independent Audit Report as on 31^st March 2024.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into with related parties as defined under the Act during the FY 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 FY 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 IX. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

35. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

36. PREVENTION OF INSIDER TRADING:

During the year under review Code of Conduct for Prevention of Insider Trading" ("the Insider Trading Code") and Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code") in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018 was not applicable to the Company, However in compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted "Code of Conduct for Prevention of Insider Trading" ("the Insider Trading Code"). The object of the

Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. And the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code") in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Companys website www.vrajtmt.in

37. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

However, company had received in-principal approval on 20^th March, 2024, from recognized stock exchange BSE & NSE for getting its shares listed in the said exchanges.

38. FRAUD REPORTING:

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

39. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013and an Internal

Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

40. CORPORATE GOVERNANCE:

Pursuant to SEBI (LODR) Regulations, 2015, the Report on Corporate Governance during the period under review with the Certificate issued by M/s Nitin Agrawal and Co., Practicing Company Secretaries, on compliance in this regards forms part of this Annual Report as "Annexure X".

41. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, con rm that:

i. In the preparation of the annual accounts, 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. They have prepared the annual accounts 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 were adequate and operating effectively.

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 2023-24.

42. INTERNALFINANCIAL CONTROLS:

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 2023-24.

43. GENERAL:

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

1. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. 2. There was no instance of one-time settlement with any Bank or Financial Institution.

44. 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.

45. ACKNOWLEDGEMENTS:

Your directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.

By Order of the Board of Directors
FOR VRAJ IRON AND STEEL LIMITED
Vijay Anand Jhanwar	Prasant Kumar Mohta
(Managing Director)	(Whole time Director)
DIN: 00826103	DIN: 06668452
Place: Raipur
Date: Tuesday, September 03, 2024