The Directors of your Company have pleasure in presenting their 15^th Annual Report of the business and operations of
the Company along with the Audited Financial Statements for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS:

The financial performance of your Company for the year ended 31^st March, 2025 is as under:-

2. FINANCIAL ANALYSIS AND REVIEW OF
OPERATIONS:

PRODUCTION & SALES REVIEW:

During the year under review, the production of Billet
increased from 2,26,321 MT to 2,47,635 MT, showing
an increase of 9.42% over the previous year. The
Rolled production increased from 1,71,042 MT to
1,76,763 MT, showing an increase of 3.34% over the
previous year.

Your Company has registered Revenue from
Operations of H 1,76,440.83 lakhs as compared to
H 166,135.93 lakhs in the previous year. The exports

of the Company decreased from H 6,303.01 lakhs to
H 5,883.58 showing a decrease of 6.65%.

STANDALONE AND CONSOLIDATED:
PROFITABILITY:

The Company earned profit before depreciation,
interest and tax of H 17,715.76 lakhs as against
H 17,226.24 lakhs in the previous year. After providing
for depreciation of H 3,346.99 lakhs (Previous Year
H 3,098.37 lakhs), interest of H 1,862.71 lakhs (Previous
Year H 1,842.09 lakhs), provision for current tax
including tax adjustment relating to prior years of

H 3,332.39 lakhs (Previous Year H 3,153.54 lakhs) and
Deferred Tax amounting to H (135.14) lakhs (Previous
Year H (30.56) lakhs), the total comprehensive income
worked out to H 9,281.02 lakhs as compared to
H 9,180.42 lakhs in the previous year.

The balance available for appropriation after adding
balance in surplus account is H 48,399.97 lakhs.
Out of this, a sum of H 1,629.90 lakhs has been
utilised towards dividend and balance of H 46,770.07
lakhs is proposed to be carried as surplus to the
Balance sheet.

RESOURCES UTILISATION:

a) Fixed Assets:

The net block as at 31^st March, 2025 was H 30,831.42
lakhs as compared to H 32,414.17 lakhs in the
previous year.

b) Current Assets:

The current assets as on 31^st March, 2025 were
H 66,115.20 lakhs as against H 67,428.19 lakhs in the
previous year. Inventory level was at H 33,497.38
lakhs as compared to the previous year level of
H 35,617.24 lakhs.

FINANCIAL CONDITIONS & LIQUIDITY:

The Company enjoys a rating of "AA/Stable" from
Credit Rating Information Services of India (CRISIL)
for long term borrowings and "A1 " for short
term borrowings. Management believes that the
Company's liquidity and capital resources should be
sufficient to meet its expected working capital needs
and other anticipated cash requirements. The position
of liquidity and capital resources of the Company is
given below:-

3. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

Management Discussion and Analysis Report for the
year under review, as stipulated under Regulation

34(2)(e) of the Securities and Exchange Board of Indie
(Listing Obligations and Disclosure Requirements
Regulations, 2015, is presented in a separate section
forming part of this Annual Report.

4. DIVIDEND:

The Board of Directors in its meeting held on 22^nd April
2025 has recommended dividend of H 3/- per share
on the fully paid-up Equity Shares of the Company.

5. CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the Companies Act, 2013 &
applicable Indian Accounting Standards, the Audited
Consolidated Financial Statements are provided in the
Annual Report.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES:

The Company does not have any subsidiary and join
venture. However, during the year, your Company
had acquired 26% shares in Sone Solar Private
Limited, pursuant to terms and conditions of 'Share
Subscription and Shareholder's Agreement' entered
into by the Company with ASG HOLDCO BETA PTE
LTD. (Promoter) & Sone Solar Private Limited ("Sone"
(Power Producer) and 'Power Supply and Offtake
Agreement' entered into by the Company with Sone
According to Ind AS 109 and terms of Agreements
this investment in Sone is required to be classified
as investment in an Associate using equity method
As per the terms of the investment, the Company i
not entitled to any dividend or profit distribution. The
Company holds a put option which is exercisable
at the end of 18th year from the date of investmen
with an Option Price at Fair Market Value at leas
equal to the original investment amount. Therefore
the Company shall not be recording any downside
on account of losses to its associate. As the Option
Price will be determined at the end of 18th year, there
shall be no recognition of upside also till the date o
exercise of the option, since Company's return on
this investment is uncertain until then. Therefore
there is no difference between the consolidation
and standalone figures as provided in point no.1 o
this Report.

Except as stated above, no company have become o
ceased to be subsidiary, joint venture or associate o
the Company during the year.

7. DIRECTORS:

Liable to retire by rotation: In accordance with
the provisions of the Articles of Association of the
Company, Mrs. Soumya Jain and Mrs. Suchita Jain

Directors of the Company, retires by rotation at
the conclusion of the forthcoming Annual General
Meeting and being eligible, offers themselves for
re-appointment. The Board recommended their re¬
appointment for the consideration of the Members of
the Company at the ensuing Annual General Meeting.

Further, in accordance with the provisions of the Articles
of Association of the Company, Mr. Rajeev Gupta,
Director of the Company, also retires by rotation at
the ensuing Annual General Meeting of the Company.
However, he has not offered himself for re-appointment
as a Director. Accordingly, he would cease to be a
Director of the Company at the ensuing AGM.

Appointment of Director: During the year under
review, Mr. Hemant Bharat Ram and Mr. Randhir Singh
Kalsi were appointed as Independent Directors of the
Company w.e.f. 25^th July, 2024 and 7^th November,
2024, respectively. Their appointments were further
approved by the Members of the Company in the
Annual General Meeting held on 19^th September,
2024 and through Postal Ballot dated 13^th December,
2024, respectively.

Cessation from Directorship: During the year under
review, Mr. Raghav Chandra, Independent Director,
ceased to be a Director of the Company w.e.f. 4^th May,
2024, on completion of his term of appointment.

Declaration by Independent Directors:

The Independent Directors have submitted their
disclosures to the Board that they fulfill all the
requirements as stipulated in section 149(6) of the
Companies Act, 2013 so as to qualify themselves
to be appointed as Independent Directors under
the provisions of the Companies Act, 2013 and the
relevant rules thereof.

Your Board confirms that in its opinion the
Independent Directors possess the requisite integrity,
experience, expertise, proficiency and qualifications.
All the Independent Directors on the Board of the
Company are registered with the Indian Institute of
Corporate Affairs, Manesar, Gurgaon (IICA) as notified
by the Central Government under section 150(1) of
the Companies Act, 2013 and, if applicable, shall
undergo online proficiency self-assessment test
within the time prescribed by the IICA.

Familiarization programmes for Board Members:

Your Company has formulated Familiarization
Programme for all the Board members in accordance
with Regulation 25 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015

and the Schedule IV of the Companies Act, 201
which provides that the Company shall familiariz
the Independent Directors with the Company
their roles, rights, responsibilities in the Company
nature of Industry in which the Company operates
business model of the Company, etc. throug
various programs.

The Familiarization Programme for Board member
may be accessed on the Company's website at th
link: https://www.vardhman.com/Document/Report
Companv%20Information/Policies/Vardhman%2(
Special%20Steels%20Ltd/Familiarisation
Programme for Board Members.pdf

Annual Evaluation of the Board Performance:

The meeting of Independent Directors of the
Company for the financial year 2024-25 was hel
on 24^th March, 2025 to evaluate the performanc
of Non-Independent Directors, Chairman of th
Company and the Board as a whole.

The evaluation was done by way of discussions o
the performance of the Non- Independent Directors
Chairman and Board as a whole.

A policy on the performance evaluation o
Independent Directors, Board, Committees an
other individual Directors which includes criteria fo
performance evaluation of non-executive director
and executive directors has been formulated b
the Company.

8. NOMINATION AND REMUNERATION POLICY:

In compliance with Section 178 of the Companies Act
2013 and Regulation 19 of the SEBI (Listing Obligation:
and Disclosure Requirements) Regulations, 2015
the Nomination and Remuneration Policy of th
Company has been duly approved and adopte
by the Board pursuant to recommendations of th
Nomination and Remuneration Committee of th
Company and may be accessed on the website o
the Company at the link: https://www.vardhmar
com/Document/Report/Company%20Information
Policies/Vardhman%20Special%20Steels%20Ltd
Nomination & Remuneration Policy.pdf

As mandated by proviso to Section 178(4) of the
Companies Act, 2013, salient features of Nominatior
and Remuneration Policy are as under:

a) Identifying persons who are qualified to become
Directors and who may be appointed in Senio
Management in accordance with the criteria laic
down and recommending to the Board thei
appointment and removal.

b) Formulating the criteria for determining
qualifications, positive attributes and independence
of a Director and evaluating the balance of skills,
knowledge and experience on the Board and on
the basis of such evaluation, prepare a description
of the role and capabilities required of an
Independent Director.

c) Recommending to the Board, policy relating to
remuneration of Directors (Whole time Directors,
Executive Directors etc.), Key Managerial
Personnel and other employees while ensuring
the following:-

i. That the level and composition of
remuneration is reasonable and sufficient
to attract, retain and motivate directors of
the quality required to run the Company
successfully.

ii. That relationship of remuneration to
performance is clear and meets appropriate
performance benchmarks.

iii. That remuneration to directors, key
managerial personnel and senior
management involves a balance between
fixed and incentive pay reflecting short
and long term performance objectives
appropriate of the working of the Company
and its goals.

d) Formulating the criteria for evaluation of
performance of Board and all the Directors.

e) Devising a policy on diversification of Board.

f) Determining whether to extend or continue the
term of appointment of the independent director
on the basis of the report of performance
evaluation of independent directors.

g) Recommending to the Board remuneration
payable to the Senior Management.

9. KEY MANAGERIAL PERSONNEL (KMP):

In compliance with the provisions of section 203 of

the Companies Act, 2013, following are the KMPs of

the Company as on 31^st March, 2025:

10. NUMBER OF BOARD MEETINGS:

During the year under review, the Board met Four
(4) times and the intervening gap between any two
meetings was within the period prescribed under
Companies Act, 2013. The details of Board Meetings
are set out in Corporate Governance Report which
forms part of this Annual Report.

11. AUDITORS AND AUDITORS' REPORT:

Statutory Auditors:

M/s. BSR & Co., LLP, Chartered Accountants,
(Firm Registration No.: 101248W/W-100022) were
appointed as Statutory Auditors of the Company for a
second consecutive term of 5 years at the 13^th Annual
General Meeting held on 27^th September, 2023.

Further, the Statutory Auditors of the Company
have submitted Auditors' Report on the accounts
of the Company for the accounting year ended
31^st March, 2025.

This Auditors' Report is self-explanatory and requires
no comments.

Secretarial Auditor:

M/s. Harsh Goyal & Associates, Company Secretary
in Practice, were appointed as Secretarial Auditors
of the Company by the Board of Directors of the
Company in its meeting held on 1^st May, 2024 for
the financial year 2024-25. The Secretarial Auditors
of the Company have submitted their Report in Form
No. MR-3 as required under Section 204, of the
Companies Act, 2013 for the financial year ended
31^st March, 2025. This Report is self-explanatory and
requires no comments. The Report forms part of this
report as Annexure - I.

Further, pursuant to the amended provisions of
Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) ("LODR") Regulations,
2015 and Section 204 of the Act read with Rule 9
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board of
Directors of the Company, on the recommendation
of the Audit Committee, have approved and
recommended the appointment of M/s. Harsh Goyal
& Associates, Peer Reviewed Company Secretary
in Practice (CP No. 2802) as Secretarial Auditors
of the Company for a term of 5 (Five) consecutive
years from the FY 2025-26 to 2029-30, for approval
of the Members at ensuing AGM of the Company.
Brief resume and other details of M/s. Harsh Goyal
& Associates, Company Secretaries in Practice, are
separately disclosed in the Notice of ensuing AGM.

M/s. Harsh Goyal & Associates have given their
consent to act as Secretarial Auditors of the Company
and confirmed that their aforesaid appointment (if
made) would be within the prescribed limits under
the Act & Rules made thereunder and SEBI (LODR)
Regulations. They have also confirmed that they
are not disqualified to be appointed as Secretarial
Auditors in terms of provisions of the Act & Rules
made thereunder and SEBI (LODR) Regulations.

Cost Auditor:

The Company is maintaining the Cost Records, as
specified by the Central Government under section
148(1) of Companies Act, 2013.

The Board of Directors had appointed M/s Ramanath
Iyer & Company, Cost Accountants, New Delhi,
as the Cost Auditors of the Company to conduct
Cost Audit of the Accounts for the financial year
ended 2025-26. However, as per the provisions of
Section 148 of the Companies Act, 2013, read with
Companies (Cost Records and Audit) Rules, 2014,
the remuneration to be paid to the Cost Auditors
is subject to ratification by Members at the Annual
General Meeting. Accordingly, the remuneration
to be paid to M/s Ramanath Iyer & Company, Cost
Accountants, New Delhi, for financial year 2025-26 is
placed for ratification by the Members.

12. AUDIT COMMITTEE & VIGIL MECHANISM:

Composition of Audit Committee:

The Audit Committee comprises of Mrs. Vidya Shah,
Mr. Rakesh Jain, Mr. Sanjoy Bhattacharyya and Mr.
Suman Chatterjee, Independent Directors and Mr.
Rajinder Kumar Jain, Non-Executive Director. Mrs.
Vidya Shah is the Chairperson of the Committee
and Mrs. Sonam Dhingra is the Secretary of the
Committee. All the recommendations made by the
Audit Committee were accepted by the Board.

Apart from the Audit Committee, the Company
has also constituted other Board level Committees
as mandated by applicable laws. Details of the
Committees, along with their composition, charters
and meetings held during the year, are provided in
the 'Corporate Governance Report', which forms a
part of this Report. Further, during the FY 2024-25,
the Board has accepted all the recommendations of
its Committees.

Vigil Mechanism:

Pursuant to the provisions of section 177(9) of the
Companies Act, 2013, the Company has established a
"Vigil Mechanism" incorporating Whistle Blower Policy
in terms of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, for employees and
Directors of the Company, for expressing the genuine
concerns of unethical behavior, actual or suspected
fraud or violation of the code of conduct by way of
direct access to the Managing Director/ Chairman of
the Audit Committee.

The Company has also provided adequate safeguards
against victimization of employees and Directors who
express their concerns.

The Policy on Vigil Mechanism and Whistle Blower
Policy as approved by the Board may be accessed
on the Company's website at the link: https://www.
vardhman.com/Document/Report/Company%20
Information/Policies/Vardhman%20Special%20
Steels%20Ltd/ Whistle Blower Policy.pdf

3. CORPORATE GOVERNANCE:

The Company has in place a system of Corporate
Governance. Corporate Governance is about
maximizing shareholder value legally, ethically
and sustainably. A separate report on Corporate
Governance forming part of the Annual Report of the
Company is annexed hereto. A certificate from the
Practising Company Secretary regarding compliance
of conditions of Corporate Governance as stipulated
under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed to the
report on Corporate Governance.

4. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Vision & Core areas of CSR: Your Company is
committed to and fully aware of its CSR, the guidelines
in respect of which are more clearly laid down in
the Companies Act, 2013. The Company's vision on
CSR is to pursue a corporate strategy that enables
shareholder value enhancement and societal value
creation in a mutually reinforcing and synergistic
manner.

CSR Policy: The Corporate Social Responsibility
Policy of the Company indicating the activities to
be undertaken by the Company, as approved by the
Board, may be accessed on the Company's website
at the link: https://www.vardhman.com/Document/
Report/Company%20Information/Policies/
Vardhman%20Special%20Steels%20Ltd/Corporate
Social_Responsibility_Policy.pdf

During the year, the Company has spent H263.76
lakhs on CSR activities. Out of this, an amount of
H 230.46 lakhs pertains to FY 2024-25 and H 33.30
lakhs pertains to FY 2023-24.

The disclosures related to CSR activities pursuant to
Section 134(3) of the Companies Act, 2013 read with

Rule 9 of Companies (Accounts) Rules, 2014 and
Companies (Corporate Social Responsibility) Rules,
2014 is annexed hereto and forms part of this report
as Annexure - II.

15. RISK MANAGEMENT:

The Risk Management Policy required to be
formulated under the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 has been duly
formulated and approved by the Board of Directors
of the Company. The aim of Risk Management Policy
is to maximize opportunities in all activities and to
minimize adversity. The Policy includes identifying
types of risks and its assessment, risk handling,
monitoring and reporting, which in the opinion of the
Board may threaten the existence of the Company.

The Risk Management Policy may be accessed on
the Company's website at the link: https://www.
vardhman.com/Document/Report/Company%20
Information/Policies/Vardhman%20Special%20
Steels%20Ltd/Risk Management Policy.pdf

16. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT (BRSR):

The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandate the
inclusion of the BRSR as part of the Annual Report for
top 1000 listed entities based on market capitalization.
In compliance with the Listing Regulations, BRSR
is available on the Company's website at the link :
https://www.vardhman.com/Document/Report/
Compliances/BRR/Vardhman%20Special%20
Steels%20Ltd/BRSR 2024-25.pdf

17. DIVIDEND DISTRIBUTION POLICY (DDP):

As per Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
top 1000 listed companies are required to formulate
a DDP. Accordingly, a DDP was adopted to set out
the parameters and circumstances that will be taken
into account by the Board in recommending the
distribution of dividend to its shareholders and/or
retaining profits earned by the Company. The policy
is available on the Company's website at the link:
https://www.vardhman.com/Document/Report/
Company%20Information/Policies/Vardhman%20
Special%20Steels%20Ltd/Dividend Distribution
Policy.pdf

18. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial
controls with reference to financial statements.
During the year, such controls were tested and

no reportable material weakness in the design or
operation was observed.

A report on the Internal Financial Controls under clause
(i) of sub-section 3 of section 143 of the Companies
Act, 2013 as given by the Statutory Auditors of the
Company forms part of the Independent Auditor's
Report on Standalone Financial Statements and
Consolidated Financial Statements as Annexure B.

L9. PARTICULARS OF CONTRACTS OR ARRANGE¬
MENTS MADE WITH RELATED PARTIES:

All contracts / arrangements / transactions entered into
by the Company during the financial year with related
parties were in the ordinary course of business and on
an arm's length basis. During the year, the Company
had not entered into any contract/ arrangement/
transaction with related parties which could be
considered material in accordance with the Regulation
23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Accordingly, the
disclosure of Related Party Transactions as required
under Section 134(3)(h) of the Companies Act, 2013 in
Form AOC-2 is not applicable.

The Policy on dealing with related party transactions
as approved by the Board may be accessed on
the Company's website at the link: https://www.
vardhman.com/Document/Report/Company%20
Information/Policies/Vardhman%20Special%20
Steels%20Ltd/Related Party Transaction Policy.pdf

Your Directors draw attention of the Members to
Note 44 to the financial statements which sets out
related party disclosures.

20. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

Particulars of loans given/ taken, investments made,
guarantees given and securities provided along with
the purpose for which the loan or guarantee or
security is proposed to be utilized by the recipient are
provided in the financial statement (Please refer to
Note 6, 7, 12 and 19 to the financial statements).

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

Energy conservation continues to be an area of
major emphasis in our Company. Efforts are made
to optimize the energy cost while carrying out the
manufacturing operations. Particulars with respect to
conservation of energy and other areas as per Section
134(3)(m) of the Companies Act, 2013 read with the

Companies (Accounts) Rules, 2014, are annexed
hereto and forms part of this report as Annexure - III.

22. ANNUAL RETURN:

In terms of Section 92(3) and 134(3)(a) of the
Companies Act, 2013, the Annual Return of the
Company is available on the website of the Company
at the link: https://www.vardhman.com/Investors/
Compliances

23. HUMAN RESOURCES /INDUSTRIAL RELATIONS:

Human resource is considered as the most valuable
of all resources available to the Company. The
Company continues to lay emphasis on building and
sustaining an excellent organization culture based
on human performance. The Management has been
continuously endeavoring to build high performance
culture on one hand and amiable work environment
on the other hand. As on 31^st March, 2025, the
Company employed around 1,363 employees on
permanent rolls.

Pursuit of proactive policies for industrial relations
has resulted in a peaceful and harmonious situation
on the shop floor of the plant.

24. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES:

The disclosures in respect of managerial remuneration
as required under section 197(12) read with Rule 5(1)
of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 are annexed
hereto and forms part of this report.

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 theCompanies
(Appointment & Remuneration of Managerial
Personnel) Rules, 2014 is annexed hereto and forms
part of this report.

All the above details are provided in Annexure - IV
In terms of section 197(14) of the Companies Act,
2013, the Company does not have any Holding or
Subsidiary Company.

25. MATERIAL CHANGES AND COMMITMENT, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE
OF THE REPORT:

No material changes and commitments affecting the
financial position of the Company occurred between
the end of the financial year to which the financial
statements relate and the date of this report.

26. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the
Companies Act, 2013, the Board hereby submit its
Responsibility Statement that: —

a. in the preparation of the annual accounts, the
applicable accounting standards have been
followed along with the proper explanation
relating to material departures;

b. appropriate accounting policies have been
selected and applied consistently and have 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 as at 31^st
March, 2025 and of the profit of the Company
for the year ended on 31^st March, 2025;

c. proper and sufficient care has been taken for
the maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013, for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

d. the annual accounts have been prepared on a
going concern basis;

e. the Internal financial controls have been laid
down to be followed by the Company and that
such internal financial controls are adequate and
are operating effectively; and

f. a proper system has been devised to ensure
compliance with the provisions of all applicable
laws and such systems are adequate and
operating effectively.

27. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting
is required in respect of the following items as
therewere no transactions on these items during the
year under review:

a. Details relating to deposits covered under
Chapter V of the Act.

b. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

c. Significant or material orders passed by the
Regulators or Courts or Tribunals which impact
the going concern status and Company's
operations in future.

d. Change in nature of Business of the Company.

e. Transfer of Unclaimed dividend to Investor
Education and Protection fund.

f. No fraud has been reported by the Auditors to
the Audit Committee or the Board.

g. There is no proceeding pending under the
Insolvency and Bankruptcy Code, 2016.

h. There was no instance of one time settlement
with any Bank or Financial Institution.

Further, your Directors state that the Company has
complied with the provisions relating to constitution
of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and there
was no complaint filed under the said Act and
applicable Secretarial Standards with respect to
Meetings of the Board of Directors (SS-1) and General
Meetings (SS-2) issued by the Institute of Company
Secretaries of India.

In addition to this, all the policies as required under
the Act or the SEBI LODR Regulations have been
formulated by the Company and are available on the
website of the Company, links whereof are provided
in the 'Corporate Governance Report', which forms
part of this report.

28. VARDHMAN SPECIAL STEELS LIMITED EMPLOYEE
STOCK OPTION PLAN:

The Company had granted Options to its eligible
employees under Vardhman Special Steels Limited
Employee Stock Options Plan, 2016 (hereinafter
referred as ESOP Plan 2016) and Vardhman Special
Steels Limited Employee Stock Options Plan, 2020
(hereinafter referred as ESOP Plan 2020).

• As per the terms of the ESOP Plan 2016, the
Company can grant a maximum of 3,71,108
Options to eligible employees from time to time.
One Option entitles the holder to apply for one
equity share of the Company in terms of ESOP
Plan 2016.

• As per the terms of the ESOP Plan 2020, the
Company can grant a maximum of 5,00,000
Options to eligible employees from time to time.
One Option entitles the holder to apply for one
equity share of the Company in terms of ESOP
Plan 2020.

During the financial year 2023-24, the Company had
issued Bonus Shares to the existing shareholders of
the Company in the ratio of 1:1. As per ESOP Plan
2016 and 2020, the employees who will exercise
Options, shall also be entitled to receive Bonus Shares
in the ratio of 1:1.

Now, during the financial year, 32,000 Options
and 2,250 Options were exercised by the eligible
employees under 2^nd grant and 3^rd grant, respectively,
of ESOP Plan 2016 and consequently 68,500 shares
(including Bonus Shares) were allotted to employees;
and 77,250 Options and 25,250 Options were
exercised by the eligible employees under 1^st grant
and 2^nd grant, respectively, of ESOP Plan 2020 and
consequently 2,05,000 shares (including Bonus
Shares) were allotted to employees. Accordingly, the
paid-up equity share capital of the Company after this
allotment stood increased to H 81,73,33,280.

Further, the Nomination and Remuneration
Committee in its meeting held on 18^th July, 2024 had
made a third grant of 1,36,500 Options under ESOP
Plan 2020 to its eligible employees out of 1,37,125
Options lying un-granted under the ESOP Plan 2020.
These Options will vest with the eligible employees
after two years from the date of grant.

The ESOP Plan 2016 and 2020 of the Company are
being implemented in accordance with SEBI (Share
Based Employee Benefits) Regulations, 2014 and the
resolutions passed by the shareholders approving the
said Plans. A certificate from the Secretarial Auditor of
the Company in this regard would be available during
the Annual General Meeting for the inspection by the
Members.

The details as required to be disclosed are
put on the Company's website and may be
accessed at https://www.vardhman.com/
Document/Report/Compliances/Miscellaneous/
Vardhman%20Special%20Steels%20Ltd/ESOP
DISCLOSURE - 2024-25.pdf

29. ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their
sincere gratitude to the Government, Bankers,
Business Constituents and Shareholders for their
continued and valuable co-operation and support to
the Company and look forward to their continued
support and co-operation in future too.

They also take this opportunity to express their deep
appreciation for the devoted and sincere services
rendered by the employees at all levels of the
operations of the Company during the year.

FOR AND ON BEHALF OF THE BOARD

Place : Ludhiana (RAJEEV GUPTA)

Dated : 22^nd April, 2025 Chairman