Your Board of Directors present the 23^rd Annual Report of Vibhor Steel Tubes Limited (the "Company" or "VSTL") along with the Audited
Standalone Financial Statements for the Financial Year ended March 31,2026. A brief summary of Company's performance is given below:

1. FINANCIAL RESULTS

The summary of the financial results of the Company for the year ended March 31,2026, are as follows:

(? in Lakhs)

2. OPERATING RESULTS & BUSINESS PERFORMANCE

Your company is engaged in the business of Manufacturing
of Steel Products. During the year under review there was no
change in the business of the Company.

Your Company has earned net profit after tax of Rs. 879.34 Lakhs
for the financial year ended 31st March, 2026 as compared to a
net profit after tax of Rs. 1,177.04 Lakhs in the previous financial
year.

The Total Revenue from operations earned during the year is
Rs. 114,935.10 Lakhs for the financial year ended 31st March,
2026 as compared to revenue of Rs. 99,637.92 Lakhs in the
previous financial year.

During the financial year under review, the Company achieved
significant growth in its operations, with Revenue from
Operations increasing from ?99,637.92 Lakhs to ?114,935.10
Lakhs, reflecting a growth of approximately 15.35%. EBITDA
(Profit before Depreciation, Interest and Tax) also improved
from ?3,848.13 Lakhs to ?4,640.30 Lakhs.

However, despite the improvement in operational performance,
the Company's Profit After Tax decreased from ?1,177.04 Lakhs
in the previous year to ?879.34 Lakhs during the current year.

The decline in profitability was primarily attributable to the
substantial capital expenditure incurred towards the newly
commissioned Odisha manufacturing plant.

As a result of the commissioning of the Odisha facility,
depreciation expense increased significantly from ?1,041.29
Lakhs to ?1,676.14 Lakhs, while finance costs rose from
?1,120.46 Lakhs to ?1,593.88 Lakhs due to borrowings availed
for funding the expansion project. The increase in these non¬
operating costs offset the gains achieved from higher revenues
and improved operating performance.

Further, the Company recognized an exceptional expense of
?132.00 Lakhs during the year, which also impacted the overall
profitability. During the year under review, the Company
has recognized an exceptional item comprising the write¬
off of a capital advance amounting to ?1,32,00,000/- paid to
Punjab National Bank, Sambalpur Branch, Odisha, towards
the proposed acquisition of property through the e-auction
proceedings of Shiva Re Roller Private Limited.

Based on a comprehensive assessment by the Management
of the facts and circumstances relating to the transaction, the
aforesaid advance was considered no longer recoverable or
adjustable in the ordinary course of business. Accordingly, in

line with the applicable accounting standards and considering
the materiality and exceptional nature of the transaction, the
Company has written off the said amount in the Statement of
Profit and Loss as an exceptional item during the financial year
under review.

Consequently, the Profit Before Tax for the financial year
stands reduced by ?1,32,00,000/-. The write-off is a one-time
accounting adjustment and does not impact the Company's
operational performance or cash flows for the year.

The management believes that the Odisha plant will strengthen
the Company's manufacturing capacity, improve market
reach, and contribute positively to revenue and profitability
in the coming years once the plant achieves optimal capacity
utilization and operational efficiencies.

3. DIVIDEND

The Board of Directors of your Company has deemed it prudent
not to recommend any dividend for the Financial Year Ended
31^st March 2026 to retain the profits, in order to meet the
requirements of future growth.

Further, the Board of Directors of the Company have formulated
a Dividend Distribution Policy ('the Policy') Pursuant to
Regulation 43A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015 ('SEBI LODR'), The Policy is available on the Company's
website:https://www.vstlindia.com/upload dynamic
content/Dividend%20Distribution%20Policy.pdf

4. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount
of profit in the Profit & Loss Account. Accordingly the company
has not transferred to any amount to the reserve for the year
ended 31^st March 2026.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year 2025-26 under review, there was no
change in the nature of business of the company.

6. COMPLIANCE OF INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has followed Indian Accounting Standards (Ind
AS) in the preparation of the standalone financial statements of
the Company for the financial year ended March 31,2026. The
Significant Accounting Policies which are consistently applied
have been set out in the notes to the financial statements.

7. CREDIT RATING

The Company enjoys a good reputation for its sound financial
management and the ability to meet its financial obligations.
During the Financial Year 2025-2026 the credit ratings of the
banking facilities of the company has been Re-affirmed/
Revised. The current details of ratings are as under :

The Rating is carried by CRISIL Ratings. Rating letter is issued
by CRISIL Ratings is uploaded on the website of the company

athttps://www.vstlindia.com/upload dynamic content/
VBSTL 17Apr2026.pdf

8. SUBSIDIARY COMPANIES, ASSOCIATE COMPANIES AND
JOINT VENTURE

As of the end of the financial year, the Company does not
have any subsidiary companies, associate companies or joint
ventures. This status reflects the Company's current strategic
focus and operational structure. Consequently, there are
no financial statements or performance metrics to report
for subsidiary, associate or joint venture entities. The Board
continues to evaluate potential opportunities for growth and
expansion, including the possibility of establishing or acquiring
subsidiary companies, associate companies and entering into
joint ventures, which will be pursued if they align with our
strategic objectives and offer value to our stakeholders.

The policy for determining material subsidiaries of the
Company is available on the Company's website:https://www.
vstlindia.com/upload dynamic content/Policy%20on%20
Material%20Subsidiary.pdf

9. SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and that such systems are adequate and operating
effectively.

10. PROCEEDINGS UNDERTHE INSOLVENCY AND BANKRUPTCY
CODE, 2016

During the year under review there was no proceeding
initiated/pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

11. PUBLIC DEPOSITS

The Company does not have any outstanding deposits from
public.

Further, your Company has not accepted any deposits within
the meaning of Section 73 of the Companies Act, 2013 ("the
Act") and the Companies (Acceptance of Deposits) Rules, 2014
during the financial year 2025-26. Accordingly, there are no
unclaimed or unpaid deposits lying with the Company for the
year under review.

Hence the requirement for furnishing of details of deposits
which are not in compliance with Chapter V of the Act is not
applicable.

12. CORPORATE GOVERNANCE REPORT

The Company remains dedicated to managing its operations
with the utmost diligence, transparency, responsibility,
accountability, and sustainability. We continuously strive to
uphold the highest standards of Corporate Governance.

The Board views itself as a steward of shareholder interests,
recognizing its duty to protect and enhance shareholder value.
We are committed to expanding our capacities as part of our
growth strategy.

Adhering to the highest levels of ethics and integrity in all
business activities is a core principle of the Company. We are
diligent in avoiding any conflicts of interest, ensuring that
all business dealings are conducted with transparency and

accountability.

To support these principles, the Company has established
a corporate structure that aligns with our business needs.
We maintain a high degree of transparency through regular
disclosures and robust control systems, ensuring stakeholders
are well-informed.

Your Company has taken adequate steps to ensure that
all mandatory provisions of Corporate Governance as
prescribed under the Listing Regulation are complied with.
As per Regulation 34(3) Read with Schedule V of the Listing
Regulations, a separate section on corporate governance,
together with a certificate from the Practising Company
Secretary on compliance of mandatory requirements is given
as an annexure to this report under Annexure-V.

13. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered 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 policy
of the Company on materiality of related party transactions.
Therefore no information is required to be provided in form
AOC-2 for the year ended 31^st March 2026.

All related party transactions are placed for the approval of the
Audit Committee and also before the Board and shareholders,
wherever required necessary, in compliance with the provisions
of the Act and SEBI (LODR) Regulations, 2015.

The Audit Committee has granted omnibus approval for related
party transactions as per the provisions of Regulation 23(3) of
SEBI (LODR) Regulations 2015.

Your directors draw attention of the members to Note 38 to
the Standalone Financial Statement which sets out related
party disclosures. The policy on Related Party Transactions
as approved by the Board can be accessed on the Company's
website at thehttps://www.vstlindia.com/upload dynamic
content/Policy%20on%20Related%20Party%20Transaction.pdf

14. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
(BRSR)

The Business Responsibility and Sustainability Report (BRSR) is
not applicable to the Company as it is not included in the top
1000 listed entities by market capitalization as on 31^st March
2026. While the formal requirements of BRSR do not apply, the
Company remains committed to maintaining high standards of
business responsibility and sustainability in its operations.

15. CORPORATE SOCIAL RESPONSIBILITY

We at VSTL aim to create economic value and to actively
contribute toward the development of a sustainable society by
taking up projects for the common good through responsible
business practices and good governance. In line with the
requirement of Section 135 of the Companies Act, 2013, read
with Companies (Corporate Social Responsibility) Rules 2014,
the Board of Directors have constituted a Corporate Social
Responsibility (CSR) Committee. The details of Committee and
the terms of reference are provided in corporate governance
report forming part of this report.

During the year under review the Company has spent
?45,82,000 (Rupees Forty-Five lakhs Eighty Two Thousand)
on CSR activities, Annual Report on CSR Activities as required
under the Companies (Corporate Social Responsibility Policy)
Rules, 2014 has been appended as Annexure-I and forms an
Integral part of this report.

The Committee has formulated policy for CSR Activities and
is placed on the website of the Company at https://www.
vstlindia.com/upload dynamic content/Corporate%20
Social%20Responsibility%20Policy.pdf

During the year under review two CSR Committee Meetings
has been conducted, the details of which is mentioned in
Corporate Governance Report forming part of this Report.

16. DIRECTORS' RESPONSIBILTY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, in
relation to the Audited Financial Statements of the Company
for the year ended 31^st March 2026, the Board of Directors, to
the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the Financial
Year ended March 31, 2026, the applicable accounting
standards had been followed and there has been no
material departure;

b) that the selected accounting policies were applied
consistently. Reasonable and prudent judgments and
estimates were made so as to give a true and fair view of
the state of affairs of the Company as at March 31,2026
and of the profit of the Company for the year ended on
that date;

c) the directors had taken proper and sufficient care 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) that the Company had prepared the annual accounts on a
going concern basis;

e) the directors had laid down internal financial controls
which are followed by the Company and such internal
financial control are adequate and were operating
effectively; and

f) the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and such systems are adequate and were operating
effectively.

17. SHARE CAPITAL
AUTHORISED SHARE CAPITAL

During the financial year 2025-26, there was no change in
Authorised share capital of the company.

The Company's Authorised Share capital during the financial
year ended March 31, 2026, remained at ?20,00,00,000/-
(Twenty crore only) comprising 2,00,00,000 (Two Crore) equity
shares of ?10/- each (Rupees Ten Only).

ISSUED & PAID-UP SHARE CAPITAL

During the financial year 2025-26, there was no change in Issue
& Paid up share capital of the company.

The Company's paid-up equity share capital remained at
?18,96,24,430/- (Rupees Eighteen Crore Ninety-Six Lakhs
Twenty-Four Thousand Four Hundred and Thirty Only)
comprising 1,89,62,443 (One Crore Eighty-Nine Lakhs Sixty-
Two Thousand Four Hundred and Forty-Three) Equity Shares of
?10/- each (Rupees Ten Only).

18. CHANGES IN DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Your Board of Directors comprises of mix of Executive and
Non-Executive Directors including Women Directors with rich
industrial experience and expertise across a range of fields.
In terms of section 152(6) of the Companies Act, 2013 except
Independent Directors all other Directors liable to retire by
rotation.

At the ensuing Annual General Meeting of the Company Mrs.
Vijay Laxmi Kaushik (DIN: 02249677) Whole-time Director and
Mr. Vibhor Kaushik (DIN: 01834866) Managing Director of the
Company, retire by rotation and being eligible offer themselves
for re-appointment.

Further the changes in details of Directors/Key Managerial
Personnel during the year are given below:

I. Changes in Board

• At the 22^nd Annual General Meeting Mr. Pankaj
Kumar Rai (DIN: 08697130) Executive Director and
Mrs. Pratima Sandhir (DIN: 07756142) Whole-Time
Director who were retiring by rotation and eligible
for reappointment were reappointed in terms of
Section 152(6) of the Companies Act 2013

II. Changes in Key Managerial Personnel

• During the year 2025-26, Mr. Lovkesh (Mem No.
A68975) has resigned from the office of Company
Secretary and Compliance Officer w.e.f. 24^th June
2025. Further, Mrs. Pallavi Aggarwal (Mem No.
A42227) was appointed in the office of Company
Secretary and Compliance Officer w.e.f. 25^th June
2025.

19. CONSTITUTION OF BOARD COMMITTEES

A detailed note on the Board and its Committees is provided
in the "Report on Corporate Governance" forming part of
this Annual Report. As on March 31, 2026, the Board has the
following standing Committees::

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

These committees have been established to ensure effective
governance and oversight in their respective areas.

A detailed note on the composition of the Committees is
provided in the Corporate Governance Report that forms part
of this Report.

20. EVENTS SUBSEQUENT TO FINANCIAL STATEMENTSFORMATION OF WHOLLY OWNED SUBSIDIARY IN THE
NAME OF VIYOM STEEL INFRA PRIVATE LIMITED

The company has invested its funds in a Wholly Owned
Subsidiary named "Viyom Steel Infra Private Limited". The said
wholly owned subsidiary (WOS) Company is incorporated in
Hisar, Haryana India, and shall diversify its business portfolio
by venturing into Manufacturing of Infrastructure related
products including but not limited to transmission towers,
monopoles, crash barriers, octagonal poles, High Mast Poles.
Pre-Fab Structures etc. The Wholly Owned Subsidiary is
incorporated on 17^th June, 2026.

21. DECLARATION BY INDEPENDENT DIRECTOR(S)

In accordance with the Section 149(7) of the Act, the
Independent Directors has given a written declaration to the
Company at the first meeting of the Board of Directors for
the Financial Year 2025-2026 confirming that they meet the
criteria of independence as mentioned under Section 149(6)
of the Companies Act, 2013 and Regulation 16(1) (b) of the
SEBI LODR Regulations and there has been no change in the
circumstances which may affect their status as an independent
director during the year.

The Independent Directors have complied with the Code
for Independent Directors prescribed in Schedule IV to the
Companies Act, 2013 along with code of conduct for all
members of board in terms of Regulation 17(5) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, there we no change in the
constitution of Independent Directors.

22. STATEMENT REGARDING INTEGRITY, EXPERTISE AND
EXPERIENCE OF INDEPENDENT DIRECTORS

In the opinion of the Board the Independent Directors possess
excellent rating in respect of clear sense of value and integrity
and have requisite expertise and experience in their respective
fields.

Further, in terms of Section 150 read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules,
2014, as amended, the Independent Directors of the Company
have included their names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate
Affairs.

23. BOARD MEETINGS

Nine (9) meetings of the Board were held during the year under
review. The time gap between two meetings was less than 120
days.

The particulars of meetings held and attendance of each
Director are detailed in the Corporate Governance Report
forming part of this Annual Report.

24. ANNUAL EVALAUTION OF DIRECTORS, COMMITTEE AND
THE BOARD

Your Company believes that the process of performance at
Board level is pivotal to Board engagement and effectiveness.
The Policy and criteria for Board Evaluation is duly approved by
Nomination and Remuneration Committee.

The Board of Directors has conducted an annual assessment
of its own performance, board committees, and individual
directors pursuant to Section 134(3)(p) of the Companies Act,

2013 read with Rule 8(4) of the Companies (Accounts) Rules,

2014 and SEBI (LODR) Regulations 2015.

The board has sought inputs from all the directors based on the
criteria such as board composition and structure, effectiveness
of board processes, information and functioning, etc.

The performance of the committees was evaluated by the
board after seeking inputs from the committee members
based on the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

A separate meeting of Independent Directors is held wherein
a performance of Non-Independent Directors including that
of MD, Chairman of the Board and of the Board as a whole is
evaluated. Performance Evaluation of Independent Directors
was done by the entire Board, excluding the Independent
Director being evaluated.

As a outcome of the above process the individual feedback is
shared with each Director subsequent during the Year.

25. POLICY ON APPOINTMENT AND REMUNERATION OF
DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHERS

Pursuant to Section 178(3) of the Act and Regulation 19(4)
of the Listing Regulations, the Board of Directors, based on
the recommendation of the Nomination and Remuneration
Committee ('NRC'), has adopted a Nomination and Remuneration
Policy. The Policy sets out the guiding principles and framework for
recommending the appointment of, and remuneration payable
to, Directors, Key Managerial Personnel, Senior Management and
other employees. It also prescribes the criteria for determining
the qualifications, positive attributes and independence of
Directors. In accordance with the Policy, the NRC evaluates the
overall balance of skills, knowledge and experience on the Board
and, thereafter, recommends the appointment/ re-appointment
of Independent Directors to the Board.

The policy of the Company on directors' appointment and
remuneration, including criteria for determining qualifications,
positive attributes, independence of a director and other
matters provided under Sub-section (3) of Section 178 of the
Companies Act, 2013, adopted by the Board is available on
the Company's website athttps://www.vstlindia.com/upload
dynamic content/Nomination%20and%20Remuneration%20
Policy.pdf

We affirm that the remuneration paid to the Managing
Directors and Whole-Time directors and Sitting Fees paid to
Non-Executive IIndependent Directors is as per the terms
laid out in the nomination and remuneration policy of the
Company.

26. DISCLOSURE RELATING TO STATEMENT OF MATERIAL
DEVIATION

Pursuant to the provisions of Regulation 32(1) of SEBI (LODR)
Regulations 2015, details of Statement of Material Variations or
Deviations are not applicable during the year under review.

27. FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The Company has designed a familiarisation programme for

its Independent Directors which is imparted at the time of
appointment of Independent Director on the Board as well
as during the year. The Programme aims to provide insights
into the whole operations of the Company to enable the
Independent Directors to understand the business of the
Company and to acclimatise them with the process and
functionaries of the Company. The Programme also aims to
provide statutory and regulatory updates to enable the roles
rights and responsibility in the Company.

The Familiarisation Programme enables the Independent
Directors to get a deep understanding of the Company,
its people, values and culture and facilitates their active
participation in overseeing the performance of the
Management.

The Details of Familiarisation programme held during the year
have been uploaded on the website of the Company at the link
https://www.vstlindia.com/upload dynamic content/VSTL-
Familiarization-programme-for-board-members%20(1).pdf

28. TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)a. Transfer of unclaimed dividend to IEPF

Since there is no unclaimed/ un-paid dividend with the
Company, no amount was transferred from the Unclaimed
Divided Account to the Investor Education and Protection
Fund (IEPF) established by the Central Government
during the Financial Year 2025-26.

b. Transfer of shares to IEPF

In accordance with Section 124 of the Companies Act,
2013 no equity shares, has been transferred by the
Company to the Investor Education and Protection Fund
Authority (IEPF) during the Financial Year 2025-26.

29. CHANGE IN PROMOTER GROUP SHAREHOLDING

During the year under review, the promoter group shareholding
has been increased from 73.66% to 74.74% as a result of open
market purchase by promoter/promoter group.

30. AUDITORS AND AUDITORS' REPORT

A. Statutory Auditors

Pursuant to the provisions of Section 139 of the
Companies Act, 2013 and rules framed thereafter M/s
Ashok Kumar Goyal & Co. Chartered Accounts, Hisar
having FRN: 002777N and Peer Review Certificate No.
019696 issued by Peer Review Board of ICAI, has been
appointed as Statutory Auditors of the Company from
the conclusion of the 20th Annual General Meeting
(AGM) of the Company held on 30 September, 2023 till
the conclusion of 25^th Annual General Meeting to be held
for 2027-28. M/s Ashok Kumar Goyal &Co. have confirmed
that they are not disqualified as auditors of the Company

The Auditor's Report to the shareholders on the
Standalone Financial Statement for the year ended March
31, 2026 does not contain any qualification, observation
or adverse comment and the same is self-explanatory.

Further, there was no instance of fraud during the year
under review, which required the Statutory Auditors
to report to the Audit Committee and /or Board under

Section 143(12) of the Act and Rules framed thereunder.

B. Cost Auditors

Pursuant to Section 148 of the companies act 2013, read
with rules made there under the Board has re-appointed
M/s. S K AGARWAL & ASSOCIATES, Cost Accountants
(Registration No. 100322), as Cost Auditors for conducting
the audit of cost records of the Company for the Financial
Year 2026-27. There Remuneration is proposed to be
ratified by the members in ensuing Annual General
Meeting.

The Cost Audit Report for the year ended 31^st March 2025
was submitted to the Central Government by filing e-form
CRA-4. Further, the Cost Audit Report of the Company for
the Financial Year ended March 31^st, 2026 will be filed with
the Central Government after its noting by the Board.
The Company has maintained accounts and records as
specified under sub-section (1) of 148 of the Act.

C. Secretarial Auditors

Pursuant to the provision of Section 204 of the Act,
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
the Board of Directors had appointed M/s KRS AND
CO., Practicing Company Secretaries, (Peer Review No.
3967/2023), to conduct Secretarial Audit for the Financial
Year ended March 31,2026. The Secretarial Audit Report
for the Financial Year ended March 31, 2026 is annexed
herewith marked as Annexure - II to this Report.
The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

Pursuant to Regulation 24A(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as
amended, the Company has obtained Annual Secretarial
Compliance Report for the Financial Year Ended 31^st
March 2026 from Ms/ KRS AND CO., Practicing Company
Secretaries and same is submitted to the stock exchange
within the prescribed time limits. The Annual Secretarial
Compliance Report does not contain any remarks or
qualification, observations.

Further as per the provisions of Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended, the provisions of
Section 204 of the Companies Act 2013, read with Rule
9 of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, on the
recommendation of the Audit Committee and the
Board of Directors, the members of the Company at
the 22^nd Annual General Meeting held on Friday 26^th
September 2025 approved the appointed M/s KRS
AND CO., Practicing Company Secretaries, (Peer Review
No. 3967/2023), represented by CS. Ketan Ravindra
Shirwadkar Proprietor (Mem No. F13938 and COP No.
15386) as Secretarial Auditors of the Company for a period
of 5 (five) consecutive years to conduct the Secretarial
Audit effective from the financial year 2025-26 to the
financial year 2029-30.

D. Internal Auditor

In accordance with Section 138 of the Companies
Act, 2013 read with rules made thereunder, M/s V.D.

& Company (FRN: 023090N), Chartered Accountants,
was appointed as Internal Auditor of the Company for
Financial Year 2025-26 to conduct the internal audit
functions and activities of the Company. During the year
under review no observation, qualification or adverse
mark was reported by the Internal Auditor.

Further the Board of Directors at their Meeting held on
6^th August 2026 on the recommendation of the Audit
Committee have approved the re-appointment of M/s V.D.
& Company (FRN: 023090N), Chartered Accountants, as
Internal Auditor of the Company for Financial Year 2026-27.

31. COST RECORDS

In terms of Rule 8(5) of Companies (Accounts) Rules, 2014, the
Company is required to maintain cost records as specified by
the Central Government under sub-section (1) of section 148 of
the Companies Act, 2013 read with rule 3 of Companies (Cost
Records and Audit) Rules, 2014 and accordingly such accounts
and records are made and maintained by the Company.

32. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of SEBI LODR
Regulations, the Management Discussion and Analysis forms
an integral part of this Report and gives details of the overall
industry structure, developments, performance and state of
affairs of the Company business. The shareholders are advised
to refer to the separate section on the Management Discussion
and Analysis in this Report annexed as Annexure VI

33. INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring
the orderly and efficient conduct of its business, including
adherence to the Company's policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and
the timely preparation of reliable financial disclosures. During
the year under review no material or serious observations
were received from the Internal Auditors of the Company for
inefficiency or inadequacy of Internal Financial Controls.

The Internal Financial Controls followed by the Company are
adequate and commensurate with the size and nature of the
business and were operating effectively during the year under
review.

34. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of
business and is committed to managing the risks in a proactive
and efficient manner. Your Company has constituted Risk
Management Committee which periodically assesses risk
elements in the internal and external environment, along
with the cost of treating such risk elements and incorporates
risk treatment plans in its strategy, business and operational
plans; the details of the Risk Management Committee are
included in the Corporate Governance Report which forms
integral part of this report. As of the date of this report, the
Company does not foresee any critical risk, which threatens
its existence. Further Company has also formulated the Policy
on Risk Management which can be accessed from the website
athttps://www.vstlindia.com/upload dynamic content/
Risk%20Management%20Policy~0.pdf

35. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(9) and (10)
of the Companies Act, 2013 and Regulation 22 of SEBI (LODR)
Regulations 2015, your Company has set up vigil mechanism
viz. Whistle Blower Policy to provide a formal mechanism to
the Directors and employees to report their genuine concerns,
unethical behaviour, actual or suspected fraud, irregularities
or violation of Company's Code of Conduct, if any, noticed by
them in the Company, which could adversely affect company's
operations. This mechanism also provides safeguards against
victimization of employees, who avail themselves of the
mechanism and provides direct access to the Chairperson of
the Audit Committee.

All Directors and employees have access to the Chairperson of
the Audit Committee. Further no personnel have been denied
access to the Audit Committee during the period under review.
The vigil mechanism is overseen by the Audit Committee and
your Company is happy to inform you that during the year, there
have been no Complaints received by the Audit Committee.

The said policy is available on the website of the Company at
https://www.vstlindia.com/upload dynamic content/Whistle%20
Blower%20and%20Vigil%20Mechanism%20Policy.pdf

36. LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

During the financial year 2025-26 the Company has not given
an Loans, Guarantee or provided security or made investments
covered under the provisions of Section 186 of the Companies
Act 2013. Details of the Loans, Guarantees and Investments
covered under Section 186 of the Companies Act, 2013, if any
in the previous period, are given in the notes to the Financial
Statements forming part of this report.

37. CONSERVATION OF ENERGY, RESEARCH AND
DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption,
foreign exchange earnings and out go, is required to be given
pursuant to provision of Section 134 of the Companies Act,
2013, read with the Companies (Accounts) Rules, 2014 is
annexed hereto marked Annexure III and forms part of this
report.

The details of foreign currency inflow and outflow during the
year under review are given in Annexure III.

38. ANNUAL RETURN

In accordance with provisions of Section 134(3)(a) of the
Companies Act, 2013, the Annual Return as required under
Section 92 of the Act for the Financial Year 2025-26, is available
on the Company's website at https://www.vstlindia.com/
annual-return.php.

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

Your Company has adopted policy on prevention, prohibition
and redressal of sexual harassment at workplace, in line of the
provisions of the Sexual Harassment of women at workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the
Rules thereunder. The policy aims to provide protection to
employees at the workplace and to prevent and redress

complaints of sexual harassment and for matters connected
and incidental thereto, with an objective of providing a safe
working environment where employees feel secure.

The Company has complied with the provisions relating to
the constitution of an Internal Complaints Committee under
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Number of complaints received and resolved in relation to
Sexual Harassment of Women at Workplace (Prevention,
Protection and Redressal) Act, 2013, during the year under
review and their breakup is as under:

a) No. of complaints filed during the year. NIL

b) No. of complaint disposed of during the year. NIL

c) No. of complaint pending at end of year. NIL

40. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention
of Insider Trading with a view to regulate trading in securities
by the Directors and designated employees of the Company.
The Code requires pre-clearance for dealing in the Company's
shares and prohibits the purchase or sale of Company shares
by the Directors and the designated employees while in
possession of unpublished price sensitive information in
relation to the Company and during the period when Trading
Window is closed.

41. PARTICULARS OF EMPLOYEES

Details of employee remuneration as required under provisions
of Section 197(12) of the Companies Act, 2013 read with Rule
5(2) & 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 will be made available during
21 days before the Annual General Meeting in electronic mode
to any Shareholder upon request sent at cs@vstlindia.com. Such
details are also available on your Company's website and can be
accessed at https://www.vstlindia.com/annual-report.php

Disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed to the Report as
Annexure IV.

42. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and
going beyond it, electronic copy of the Notice of 23^rd Annual
General Meeting of the Company including the Annual Report
for Financial Year 2025-26 are being sent to all Members whose
e-mail addresses are registered with the Company/ Depository
Participant(s).

Further, a letter providing the web-link for accessing the
Annual Report, including the exact path, will be sent to those
Members who have not registered their email address with the
Company/ RTA/ Depositories/ Depository Participant(s).

43. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS OF THE COMPANY

There has been no significant and material order passed by the
regulators or courts or tribunals impacting the going concern
status and Company's operations.

44. MATERIAL CHANGES AND COMMITMENT, IF ANY,
AFFECTING FINANCIAL POSITION OF THE COMPANY FROM
THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS
REPORT

Except as disclosed elsewhere in this report, no material
changes and commitments affecting the financial position of
the Company occurred from the end of financial year till the
date of this report.

45. MATERNITY BENEFIT ACT COMPLIANCE:

During the financial year 2025-26 your Board of Directors
be and hereby confirm that they have complied with the
provisions of Maternity Benefit Act 1961 read with the Rules
made thereunder.

46. OTHER DISCLOSURES:

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

a) Voluntary revision of Financial Statements or Board's
Report;

b) Instance of fraud which required the Statutory Auditors
to report to the Audit Committee and/ or Board under
Section 143(12) of the Act and rules framed thereunder;

c) Issue of equity shares with differential rights as to
dividend, voting or otherwise;

d) Managing Directors and Whole Time Director have not
received the Commission from the Company;

e) The Company has not made any one-time settlement for

loans taken from the Banks or Financial Institutions, and
hence the details of difference between amount of the
valuation done at the time of one-time settlement and
the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof is not
applicable;

f) There was no instance of any Employee Stock Options,
Equity Share with differential voting rights as to dividend,
voting or otherwise.

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

h) The number of employees as on closure of the Financial
Year ended 31^st March 2026 is as under:

*The employee does not include directors of the company.

47. APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation
for the co-operation and support of the Company's Bankers,
its valued customers, employees and all other intermediaries
concerned with the Company's business.

Your directors are grateful towards all members for supporting
and sustaining us during the intricate days. We look forward to
your continued support and reiterate that we are determined
to ensure that the plans are successfully implemented.

On behalf of the Board of Directors
For VIBHOR STEEL TUBES LIMITED

Plot No. 2, Industrial Development Colony,

Delhi Road, Hisar,

Haryana, India, 125005
CIN: L27109HR2003PLC035091

VIJAY KAUSHIK VIBHOR KAUSHIK

Date: 06^th August 2026 CHAIRMAN AND DIRECTOR MANAGING DIRECTOR

Place: HISAR DIN: 02249672 DIN: 01834866