Your Board of Directors present the 22nd 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, 2025. 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, 2025, are as follows:

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. 1,177.04 Lakhs
for the financial year ended 31st March, 2025 as compared to a
net profit after tax of Rs. 1,771.94 Lakhs in the previous financial
year.

The Total Revenue from operations earned during the year is Rs.
99,826.22 lakh for the financial year ended 31st March, 2025 as
compared to revenue of Rs. 1,07,437.81 Lakhs in the previous
financial year.

During the financial year 2024-25 the company witnessed a
decline in revenue and profit primarily due to a significant drop in
steel prices in both domestic and international markets.

Although the company sold approximately the same quantity of
steel as the previous year, the decline in prices led to lower sales
turnover and a reduction in profit after tax (PAT). The softness in
prices impacted realizations, putting pressure on margins despite
stable production volumes.

To improve performance in the present Financial Year 2025-26,
the company is focusing on multiple strategic steps. These
include working towards price stabilization through better
contract management and value-added product offerings,
actively engaging with end-user industries to stimulate market
demand, and capitalizing on new opportunities from the recently
commissioned plant in Odisha. The Odisha plant is expected to
enhance capacity, reduce logistical costs, and provide access to
new regional markets, contributing to a stronger and more
resilient growth trajectory.

3. DIVIDEND

The Board of Directors of your Company has deemed it prudent

not to recommend any dividend for the Financial Year Ended 31st
March 2025 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/Dividen
d%20Distribution%20Policv.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
31st March 2025.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year 2024-25 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, 2025. 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 2024-2025 the credit ratings of the
banking facilities of the company has been Re-affirmed/ Revised
as under.

The Rating is carried by CARE Ratings Limited. Rating letter is issued by
CARE Ratings Limited is uploaded on the website of the company at
https://www.vstlindia.com/corporate-announcements.php

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/policies.php

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 UNDER THE 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 2024-25. 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 31st March 2025.

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 the
https://www.vstlindia.com/policies.php

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 31st March 2025.
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 ?25,31,000
(Rupees Twenty-Five lakhs Thirty One 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/policies.php

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 31st March 2025, 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, 2025, 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, 2025 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 2024-25, there was no change in
Authorised share capital of the company.

The Company's Authorised Share capital during the financial year
ended March 31, 2025, 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 2024-25, 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.
Pratima Sandhir (DIN: 07756142) Whole-time Director and Mr.
Pankaj Kumar Rai (DIN: 08697130) Executive Director of the
Company, retire by rotation and being eligible offer themselves
for re-appointment.

Your Board of Directors after taking into consideration the
recommendation of the Nomination and Remuneration
Committee and given the vast experience and contribution made
by Smt. Vijay Laxmi Kaushik (DIN: 02249677) Whole-time
Director recommends the continuation of her appointment as
Whole-time Director of the Company on attaining the age of 70
Years pursuant to section 196(3) of the Companies Act, 2013 at
the ensuing Annual General Meeting.

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

I. Changes in Board of Directors

• The Members of the Company at the 21st Annual
General Meeting held on 26th September 2024,
considered and approved the continuation of Mr. Vijay
Kaushik (DIN: 02249672) as Chairman and Executive
Director of the Company on attaining the age of Seventy
(70) years pursuant to Section 196(3)(a) of the
Companies Act, 2013 read with other applicable
provisions, taking into account his long term experience
and the services being rendered by him to the
Company.

II. Changes in Key Managerial Personnel

• As on date of signing this Report Mr. Lovkesh (Mem No.
A68975) has resigned from the office of Company
Secretary and Compliance Officer w.e.f. 24th June
2025. Further, Mrs. Pallavi Aggarwal (Mem No. A42227)
was appointed in the office of Company Secretary and
Compliance Officer w.e.f. 25th 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, 2025, the Board has the following
standing Committees::

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

• IPO 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 STATEMENTS

PENALTY FOR NON-COMPLIANCE OF CERTAIN PROVISIONS
UNDER WATER (PREVENTION AND CONTROL OF POLLUTION)
ACT, 1974 AND AIR (PREVENTION AND CONTROL OF
POLLUTION) ACT, 1981

The Company has received an Intimation from HDFC Bank vide its
e-mail dated 3rd July 2025 IST 2.58 P.M. stating that Telangana
State Pollution Control Board (Regional Office - Hyderabad) have
issued an Unconditional Claim letter addressing the Bank for
forfeiting Entire Bank Guarantee of Rs. 2,00,000/- (Rupees Two
Lakhs Only) given as Bank Guarantee through HDFC Bank for

non-compliance of certain provisions of Water (Prevention and
Control of Pollution) Act, 1974 and Air (Prevention and Control of
Pollution) Act, 1981 such as acid spillage, spillages of furnace oil,
storing untreated effluents, not providing hazardous wastes
storing shed, storing the sludge in bags openly etc.

COMMENCEMENT OF COMMERCIAL PRODUCTION AT 3rd GI
PLANT AT ODISHA

The Company has commenced commercial production at the
new Galvanizing Iron (GI) manufacturing (Unit-III) at Odisha
located at Village Podbahal under Sardar Sundargarh Tahsil in the
district of Sundargarh on June 24, 2025. With the commissioning
of this new facility, VSTL's total production capacity will be
increased to 377,000 MTPA. The new manufacturing facility
marks a significant milestone in the company's ongoing
expansion and commitment to quality and timely delivery.

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 2024¬
2025 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

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

The Meeting details are provided in the Corporate Governance
Report that forms part of this 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 DIRECTORS' APPOINTMENT AND REMUNERATION
AND OTHER DETAILS

The Nomination and Remuneration Committee (NRC) has been
mandated to oversee and develop competency requirements for
the Board based on the industry requirements and business
strategy of the Company. The NRC reviews and evaluates the
profiles of potential candidates for appointment of Directors and
meets them prior to making recommendations of their nomination
to the Board. Specific requirements for the position, including
expert knowledge expected are communicated to the appointee.

The current policy is to have an appropriate mix of Executive and
Independent Directors to maintain the independence of the
Board, and separate its functions of governance and
management. As on March 31, 2025, the Board consist of 10
members, five of whom are Executive and five are Non-Executive
Independent Directors. The Board periodically evaluates the
need for change in its composition and size.

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 at
https://www.vstlindia.com/policies.php

We affirm that the remuneration paid to the Managing Directors
and Whole-Time directors and Sitting Fees paid to Non-Executive
Independent 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 mentioned in the Corporate Governance Report
and forms an integral part of this report.

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~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 2024-25.

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 2024-25.

29. CHANGE IN PROMOTER GROUP SHAREHOLDING

During the year under review, the promoter group shareholding
has been increased from 73.48% to 73.66% as a result of open
market purchase by one of the promoters.

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 to till the conclusion of 25th 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

Further, in pursuant to Companies Amendment Act, 2017,
enforced on 07 May, 2018 by Ministry of Corporate Affairs,
the appointment of statutory auditor is not required to be
ratified at every annual general meeting.

The Auditor's Report to the shareholders on the Standalone
Financial Statement for the year ended March 31, 2025 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 2025-26.
There Remuneration is proposed to be ratified by the
members in ensuing Annual General Meeting.

The Cost Audit Report for the year ended 31st March 2024
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 31st, 2025 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,
2025. The Secretarial Audit Report for the Financial Year
ended March 31, 2025 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 31st March
2025 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, the Board of Directors at their meeting held on
12th August 2025, subject to the approval of members
appointed M/s KRS AND CO., Practicing Company
Secretaries, (Peer Review No. 3967/2023), represented by
CS. Ketan Ravindra Shirwadkar Proprietor (Mem No. 37829
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 2024-25
to conduct the internal audit of the 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 12th
August, 2025 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 2025-26.

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.

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 serous 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 at
https://www.vstlindia.com/policies.php

35. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

In compliance with the provisions of Section 179(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/policies.php

36. LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Details of the Loans, Guarantees and Investments covered under
Section 186 of the Companies Act, 2013, if any, are given in the
notes to the Financial Statements pertaining to the year under
review.

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

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
2024-25, 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 complaint 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 www.vstlindia.com

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 22nd Annual General
Meeting of the Company including the Annual Report for Financial
Year 2024-25 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. 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.

46. MATERNITY BENEFIT ACT COMPLIANCE:

During the financial year 2024-25 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.

The number of employees as on closure of the Financial Year ended 31st March 2025 is as under:

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

Sd/- Sd/-

VIJAY KAUSHIK VIBHOR KAUSHIK

Date: 12th August, 2025 CHAIRMAN AND DIRECTOR MANAGING DIRECTOR

Place: HISAR DIN: 02249672 DIN: 01834866