Your Directors are pleased to present this 29th Annual Report and the Audited Standalone and Consolidated Financial Statements of
the Company for the financial year ended 31 March 2025.

FINANCIAL RESULTS

OPERATIONS

The standalone Revenue from operations of the Company
was H 5,664.90 million and profit before interest, depreciation,
tax and exceptional items was at H 322.20 million for the
FY 2024-25. The consolidated Revenue from operations of the
Company was H 5,664.90 million and profit before interest,
depreciation, tax and exceptional items was at H 322.21 million
during the FY 2024-25. The exceptional item includes impairment
loss on fixed assets of H 4,380.75 million, write off of abandoned
projects lying in Capital Work in Progress of H 387.50 million and
write back of difference between the outstanding amount and
settlement amount of loan exposure H 75.04 million with Edelweiss
Asset Reconstruction Company. The Ferro Alloy Plant operated
under conversion arrangement to continue as a going concern,
due to non-availability of funds for working capital.

During the year under review, operations of the Company continued
under conversion arrangement with support of related parties
and other operational creditors, without which Plant operation
as a going concern would become impossible causing a risk of
Plant closure and agitation and other law and order problems.
The management is continuously making all efforts to keep the
Company as a going concern so as to preserve the asset value.

Scheme of Arrangement for Transfer of Special
Steel Business Undertaking

The NCLT vide its order dated 8th July 2019 had sanctioned
the Scheme of Arrangement for transfer of the Company's
Special Steel Business Undertaking to VISA Special Steel Limited.
However, the Hon'ble Supreme Court vide its ex-parte order dated
17 January 2020 had stayed the NCLT Order dated 8 July 2019.
The NCLT Order had been given effect to and the Scheme stood
implemented by the Company prior to 17 January 2020. The

aforesaid stay order dated 17th January 2020 stands vacated
consequent to the Hon'ble Supreme Court order dated 16 May
2024, and the Scheme of Arrangement sanctioning the transfer
of Company's Special Steel Business undertaking to VISA Special
Steel Limited stands affirmed.

Debt Resolution

Your Company has been under financial stress since 2011-12 due
to various external factors beyond the control of the Company
and its management. Despite the Debt Restructuring as per
CDR LoA dated 27 September 2012 and 31 December 2014, the
lenders have not disbursed sanctioned facilities for operations and
have adjusted the same towards interest, resulting in complete
depletion of working capital and it now appears that the whole
exercise of purported restructuring was mere ever greening of debt
without even considering its adverse effect on Plant operations
and financial performance of your Company.

Oriental Bank of Commerce, since merged with Punjab National
Bank, had filed an application for initiating CIRP under IBC
which was admitted vide NCLT order dated 28 November 2022.
Meanwhile, Hon'ble Orissa High Court has stayed the operation of
the NCLT order dated 28 November 2022. PNB had since assigned
its debt to Assets Care & Reconstruction Enterprise Limited (ACRE)
on 25 August 2023 and subsequently ACRE had filed Substitution
Application in the matter. Majority of the lenders with 95% of debt
have assigned their debts to ACRE. The Company is engaged with
ACRE for restructuring its outstanding loan exposure through out
of court settlement.

The debts of the company have been classified as Non Performing
Assets (NPA) and are barred by limitation from the NPA date.
Such debts are disputed and as such are not to be considered as
acknowledgement of liability by the Company.

Future Outlook

Some of the key risks going forward include geo-political tensions,
impact of US tariffs and slowdown in the Chinese economy. Due
to these factors, the demand and prices of Ferro Alloys may get
adversely impacted going forward.

The Company is focused on implementing Debt Resolution as per
RBI guidelines and is making efforts for reducing cost and keeping
the Plant operational to continue as a going concern.

DIVIDEND

In view of the losses incurred by the Company, your Directors have
not recommended any dividend for the FY ended 31 March 2025.

TRANSFER TO RESERVES

No amount has been transferred to the General Reserve for the
FY ended 31 March 2025.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the
nature of business of the Company.

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

During the year under review, no amount was due to be transferred
in the Investor Education and Protection Fund.

Ms. Amisha Chaturvedi Khanna, Company Secretary of the
Company continues to be the Nodal Officer (IEPF) of the
Company. The details of the Nodal officer are also available on
the website of the Company (i.e) www.visasteel.com.

SHARE CAPITAL

Your Company's paid-up Equity Share Capital is H 1,157,895,000
(Rupees One Hundred Fifteen Crore Seventy-Eight Lac Ninety-
Five Thousand only) comprising of 115,789,500 Equity Shares of
H 10/-each. There has been no change in the Capital Structure of
the Company, during the financial year under review, except that
VISA Industries Limited, an entity belonging to Promoter Group
acquired 5,090,000 Equity Shares of H 10/- each through Open
Market Purchase. Post this acquisition, VISA Industries Limited,
now holds 1,65,90,000 Equity Shares of H 10/- each aggregating
to 14.33% of the total paid up share capital of the Company.

SUBSIDIARIES

As on 31 March 2025, the Company has one subsidiary,
Kalinganagar Chrome Private Limited which was incorporated on
1 July 2013.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements presented by your
Company includes financial information of its subsidiary prepared
in compliance with applicable Accounting Standards. A statement
containing the salient features of the financial statements of your
Company's subsidiary in the prescribed form AOC-1 pursuant to
first proviso to Section 129(3) of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014 is annexed separately
to the financial statements.

The Annual Financial Statements of the aforesaid subsidiary
and your Company will be made available to the shareholders
as and when they demand and will also be kept for inspection
by any investor at the registered office of your Company. The
financial statements of your Company and its subsidiary are also
available on the website of your Company. In terms of Securities
& Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations, 2015, (hereinafter termed as the SEBI
Listing Regulations or Listing Regulations), Consolidated Financial
Statements, confirming to Indian Accounting Standard 110 issued
by the Institute of Chartered Accountants of India, is attached as
a part of the Annual Report.

The highlights of performance of subsidiary as on 31 March 2025
and its contribution to the overall performance of your Company
during the period under review are tabulated below:

CASH FLOW ANALYSIS

In conformity with the provisions of Regulation 34 of the Listing
Regulations and Section 2(40) of the Companies Act, 2013, the
cash flow statement for the financial year ended 31st March, 2025
is included in the Annual Accounts.

BOARD MEETINGS

The Board met 4 times during the year, the details of which are
given in the Corporate Governance Report that forms part of the
Annual Report. The intervening gap between the meetings was
within the period prescribed under the Companies Act, 2013 and
the SEBI Listing Regulations, as amended from time to time.

Further, the Independent Directors at their separate meeting, held
on 12 February 2025, reviewed the performance of the Board,
Chairman of the Board and of Non-Independent Directors, as
required under the Act and the SEBI Listing Regulations.

The Independent Directors at their separate meeting also
assessed the quality, quantity and timeliness of flow of
information between your Company's Management and the
Board of Directors of your Company.

COMMITTEES OF THE BOARD AND ITS MEETING

As a matter of good Corporate Governance and to ensure better
accountability and to deal with specific areas/concerns that
need a closer view, various Board level Committees have been
constituted in terms of the provisions of the Act and the SEBI Listing
Regulations under formal approval of the Board. There exists
an Audit Committee, Nomination & Remuneration Committee,
Stakeholders Relationship Committee, Corporate Social
Responsibility Committee and an Internal Complaints Committee.

The details of the composition, brief terms of reference, meetings
held during the financial year 2024-25, attendance of the Board of
Directors/ Members etc., of the said Board Meeting/ Committees

are given in the Report on Corporate Governance annexed hereto
and forming part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

The Board comprises of an optimum mix of Executive and Non¬
Executive Directors including Independent Directors.

In accordance with the provisions of Section 152 of the Companies
Act, 2013 and in terms with the Articles of Association of your
Company, Mr. Manoj Kumar, Whole-time Director designated
as Director Kalinganagar (DIN: 06823891), retires by rotation
at the forthcoming Annual General Meeting and being eligible
offers himself for reappointment. The Board recommends his
reappointment, to the members for their approval.

Statement of Declaration

All the Independent Directors of the Company have submitted
the requisite declarations confirming that they meet the criteria
of independence as prescribed under Section 149(6) of the
Companies Act, 2013 read with Regulation 16 and 25(8) of the
SEBI Listing Regulations. The Independent Directors have also
confirmed that they have complied with Schedule IV of the
Companies Act, 2013 and the Company's Code of Conduct.

In terms of Section 150 of the Companies Act, 2013 read with
Rule 6 of Companies (Appointment & Qualifications of Directors)
Rules, 2014, all the Independent Directors of the Company have
confirmed their enrollment in the Independent Directors data
bank maintained with Indian Institute of Corporate Affairs.

Key Managerial Personnel

Mr. Vishambhar Saran is responsible for Chief Executive functions
of your Company in addition to being the Whole time Director
designated as the Chairman, Mr. Vishal Agarwal acts as Deputy
Chief Executive Officer in addition to being the Vice Chairman &
Managing Director and Mr. Manoj Kumar, acts as Chief Operating
Officer in addition to being the Whole time Director designated as
Director (Kalinganagar).

Mr. Surinder K. Singhal continues to be the Chief Financial
Officer of your Company and Ms. Amisha Chaturvedi Khanna
continues to be the Company Secretary and Compliance Officer
of your Company.

Particulars of Senior Management Personnel
and changes thereof during the Financial Year
2024-25:

BOARD EVALUATION

Pursuant to the provisions of Section 134 of the Companies Act,
2013 and Regulation 19 of the SEBI Listing Regulations, the
Board has carried out an annual performance evaluation of its
own performance, the individual Directors as well as the Board
Committees. The performance evaluation of the Independent
Directors, Chairman and Executive Directors was done by the
Nomination and Remuneration Committee and the Board during
the year under review.

The Board evaluation was carried out in accordance with the
criteria laid down in the Nomination and Remuneration policy of
the Company.

REGISTRAR AND SHARE TRANSFER AGENT

During the year under review, KFin Technologies Limited (previously
known as KFin Technologies Private Limited) continues to be the
Registrar and Share Transfer Agent of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(5) of the Companies
Act, 2013, your Directors, to the best of their knowledge and
ability, confirm:

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

b) t hat the directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company
as at 31 March 2025 and of the loss of the Company for
that period;

c) that 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 Annual Accounts had been prepared on a going
concern basis;

e) that the directors have laid down internal financial controls to
be followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

f) that proper systems have been devised to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

AUDIT COMMITTEE

The Audit Committee comprises of 3 (three) Non-Executive
Independent Directors. As on 31 March 2025, Ms. Ritu Bajaj,
Independent Director, is the Chairperson of the Audit Committee.
The members of the Committee possess adequate knowledge
of Accounts, Audit and Finance, among others. The composition

of the Audit Committee meets the requirements as per Section
177 of the Companies Act, 2013 and Regulation 18 of the SEBI
Listing Regulations, the details of which are given in the Corporate
Governance Report forming part of this Annual Report.

All recommendations made by the Audit Committee during
the FY 2024-25 were accepted by the Board of Directors of
the Company.

CEO / CFO CERTIFICATION

In accordance with the SEBI Listing Regulations, Mr. Vishal
Agarwal, Vice Chairman & Managing Director and Mr. Surinder K.
Singhal, Chief Financial Officer of the Company have certified to
the Board regarding the Financial Statements for the year ended
31 March 2025, which is annexed to this Report.

AUDITORS

Statutory Auditors and Auditors Report

The members of the Company had, at the 26th Annual General
Meeting of the members of the Company held on 29 September
2022, approved the re-appointment of M/s. Singhi & Co.,
Chartered Accountants (FRN 302049E) as Statutory Auditors
of the Company (for their second term) to hold office from the
conclusion of that Annual General Meeting till the conclusion of
31st Annual General Meeting.

The para-wise management response to the qualifications/
observations made in the Independent Auditors Report is stated
as under:

1. Attention is drawn to Para 2 of the Independent Auditors
Report regarding Basis of Qualified Opinion. The
clarification of the same is provided in Note No. 17B of the
Standalone Accounts.

2. Attention is drawn to Para 5 of the Independent Auditors
Report regarding Emphasis of Matter related to restructuring
of outstanding loan. The clarification of the same is provided
in Note No. 34 of the Standalone Accounts.

3. Attention is drawn to Para 4 of the Independent Auditors
Report regarding Matter related to material uncertainty
relating to Going Concern. The clarification of the same is
provided in Note No. 34 of the Standalone Accounts.

4. Attention is drawn to Para ix of Annexure A to the
Independent Auditors Report. The clarification of the same
is provided in Note No. 17 of the Standalone Accounts.

5. The Auditors observation in para 8 of the Annexure B to
the Auditors Report regarding dues to financial institution
and banks has been addressed in Note No. 17B of the
Standalone Accounts.

Internal Auditors

In terms of the provisions of Section 138 of the Companies Act,
2013, M/s. L B Jha & Co., an Independent Chartered Accountants
firm were re-appointed as Internal Auditors of the Company
for FY 2025-26. The Audit Committee in consultation with the
Internal Auditors formulates the scope, functioning, periodicity
and methodology for conducting the Internal Audit. The Audit
Committee, interalia, reviews the Internal Audit Report in the
quarterly meetings of the Committee.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors of the Company
had appointed M/s. MKB & Associates, Company Secretaries (Firm
Registration Number: P2010WB042700, Peer Review Certificate No.:
6825/2025), as its Secretarial Auditor to undertake the Secretarial
Audit for a period of 5 (five) consecutive years commencing from
FY 2025-26 till FY 2029-30. The report of the Secretarial Auditor of the
Company in specified form MR-3 are annexed herewith as Annexure
- I and forms part of this report. The report does not contain/contains
any observation or qualification or adverse remarks.

Cost Auditors

In terms of Section 148 of the Companies Act, 2013, the Company
is required to maintain cost records and have the audit of its cost
records conducted by a Cost Accountant. Cost records are prepared
and maintained by the Company as required under Section 148(1)
of the Act.

The Board, on the recommendation of the Audit Committee, has
re-appointed, M/s. DGM & Associates, (Registration No. 000038),
Cost Accountants, Kolkata as Cost Auditors of the Company, to
carry out the cost audit of the products manufactured by the
Company for the financial year ending 31 March 2026.

Pursuant to Section 148 of the Act read with the Companies
(Audit and Auditors) Rules, 2014, appropriate resolutions seeking
ratification to the remuneration of the said Cost Auditors are
appearing in the Notice convening the 29th Annual General
Meeting of the Company.

Reporting of fraud by Auditors

During the year under review, the Statutory Auditors, Cost
Auditors and Secretarial Auditors have not reported any instances
of frauds, committed in the Company by its officers or employees,
to the Audit Committee under Section 143(12) of the Companies
Act, 2013.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards
respectively, have been duly followed by the Company.

RISK MANAGEMENT

The speed and degree of changes in the global economy and the
increasingly complex interplay of factors influencing the business
makes Risk Management an inevitable exercise and to cater to
the same, your Company has identified major focus areas for risk
management to ensure organizational objectives are achieved
and has a robust policy along with well-defined and dynamic
structure and proactive approach to assess, monitor and mitigate
risks associated with the business.

The Company has formulated and implemented a risk
management policy in accordance with SEBI Listing Regulations,
to identify and monitor business risk and assist in measures to
control and mitigate such risks. In accordance with the policy, the
risk associated with the Company's business is always reviewed by
the management team and placed before the Audit Committee.
The Audit Committee reviews these risks on periodical basis and
ensures that mitigation plans are in place. The Board is briefed
about the identified risks and mitigation plans undertaken.

The risks faced by the Company are detailed in Management
Discussion and Analysis Report forming part of this Annual Report.
In the opinion of the Board, as on date, there are no material risks
which may threaten the existence of the Company, except as
stated in Management Discussion and Analysis Report forming
part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS / COURTS

There are no significant material orders passed by the Regulators/
Courts which would impact the going concern status of your
Company and its future operations.

INTERNAL CONTROL SYSTEM

Your Company has adequate system of internal control
procedures commensurate with its size and the nature of business.
The internal control systems of the Company are monitored and
evaluated by the Internal Auditors and their audit reports are
periodically reviewed by the Audit Committee of the Board of
Directors of the Company.

Your Company manages and monitors the various risks and
uncertainties that can have adverse impact on the Company's
business. Your Company is giving major thrust in developing
and strengthening its internal audit so that risk threat can be
mitigated. Significant audit observations and recommendations
along with corrective actions thereon are presented to the Audit
Committee for their inputs and suggestions.

The Audit Committee, through Internal Auditors, regularly reviews
the system for cost control, financial controls, accounting controls,
etc. to assess the adequacy and effectiveness of the internal
control systems. Such controls have been tested during the year
and no reportable material weakness in the design or operation
was observed and the Board is of the opinion that the Company's
Internal Financial Controls were adequate and effective during
the year ended 31 March 2025. Necessary certification by
the Statutory Auditors in relation to Internal Financial Control
u/s 143(3)(i) of the Companies Act, 2013 forms part of the
Audit Report.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND
DATE OF THE REPORT

There have been no material changes and commitments which
affect the financial position of the Company that have occurred
between the end of the financial year to which the financial
statements relate and the date of this report, except as disclosed.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during FY 2024-25 were
on arm's length basis and also in the ordinary course of business.
No Related Party Transactions were made by the Company
with Promoters, Directors, Key Managerial Personnel or other
designated persons during FY 2024-25 except those reported.

All Related Party Transactions were placed before the Audit
Committee for approval. Prior omnibus approval of the Audit
Committee was obtained on a yearly basis for the transactions

which were of foreseen and repetitive in nature. The transactions
entered into pursuant to the omnibus approval so granted.
CS Sachin Pilania, (Membership No.: 37957, COP No. 14154),
Company Secretary in whole-time practice certified a statement
giving details of all Related Party Transactions which were placed
before the Audit Committee for its approval on a quarterly basis.
CS Sachin Pilania concluded that all Related Party Transactions
entered into during FY 2024-25 by your Company were in the
ordinary course of business, to the Audit Committee of the Board
of Directors and M/s. L B Jha & Co. Chartered Accountants (Firm
Registration No. 301088E) concluded that the Related Party
Transactions during the year were on Arms Length Basis.

The Related Party Transactions Policy, Policy for determining
‘Material' subsidiaries and Policy on Materiality of RPT as
approved by the Board is available on the following weblink:
https://www.visasteel.com/codepolicies/Related%20Party%20
Transactions%20Policv%20Policv%20for%20determing%20
material %20subsidiarv%20&%20Policv%20on% 20
materiality%20of%20RPT.pdf.

Information on transactions with Related Parties is given in Form
AOC-2 pursuant to Rule 8(2) of the Companies (Accounts) Rules,
2014 as Annexure II, forming part of the report.

None of the Directors or KMP(s) has any pecuniary relationships
or transactions vis-a-vis the Company during FY 2024-25 except
as disclosed in Notes to Financial Statements, forming part of this
Annual Report.

PARTICULARS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134(3)(m) of the Companies
Act, 2013 read with the Rule 8(3) of the Companies (Accounts)
Rules, 2014 in respect of Conservation of Energy and Technology
Absorption and Foreign Exchange Earnings and Outgo is given in
Annexure III, forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in
the note no. 17 and 4 to the Financial Statements.

HUMAN RESOURCES

The Company places significant emphasis on recruitment,
training & development of human resources, which assumes
utmost significance in achievement of corporate objectives. The
Company integrates employee growth with organisational growth
in a seamless manner through empowerment and by offering a
challenging workplace aimed towards realisation of organisational
goals. To this effect, your Company has a training centre at its
Plant for knowledge-sharing and imparting need-based training
to its employees. The Company also has in place a Performance
Management System in SAP for performance appraisal of the
employees. To ensure accommodation, hospitality and other
facilities for its employees, the Company has set up a modern
guest house at Kalinganagar in Odisha.

The Company's workforce as at 31 March, 2025 was consisting
of 297 - males, 11 - females and NIL - Transgender Employees.
This disclosure reinforces the Company's efforts to promote
an inclusive workplace culture and equal opportunity for all
individuals, regardless of gender.

PARTICULARS OF EMPLOYEES AND OTHER
ADDITIONAL INFORMATION

The information required under Section 197(12) of the Companies
Act, 2013, read with Rule 5(2) & 5(3) of the Companies (Particulars
of Employees) Rules, 1975, as amended, and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 (the Rules) are set out in Annexure IV forming part of this
Report. However, as per the provisions of Section 136 of the
Companies Act, 2013, the Annual Report excluding the aforesaid
information is being sent to all the members of the Company and
others entitled thereto. Any member interested in obtaining a
copy of the statement may write to the Company.

The disclosure pertaining to remuneration of Directors, Key
Managerial Personnel and Employees as required under Section
197(12) of the Act read with Rule 5(1) of the Companies
(Particulars of Employees) Rules, 1975 are provided in Annexure
IV to this report.

DISCLOSURE REQUIREMENTS FOR CERTAIN
TYPES OF AGREEMENTS BINDING LISTED
ENTITIES UNDER REGULATION 30A(2) OF
LISTING REGULATIONS:

There are no agreements entered into by the shareholders,
promoters, promoter group entities, related parties, directors,
key managerial personnel, employees of the Company, among
themselves or with the Company or with a third party, solely or
jointly, which either directly or indirectly or potentially or whose
purpose and effect is to, impact the management or control of
the Company or impose any restriction or create any liability
upon the and there are no material departures. Such accounting
policies have been selected and the Company as on the date of
notification of clause 5A to Para A of Part A of Schedule III of the
Listing Regulations, except as disclosed if applicable.

DEPOSITS

The Company has not accepted or renewed any deposits within
the meaning of section 73 and 74 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules, 2014,
during the year under review.

CORPORATE GOVERNANCE REPORT

The Company is committed in maintaining the highest standards
of Corporate Governance and adheres to the stipulations
prescribed under Regulation 17-27 of the SEBI Listing Regulations.

The report on Corporate Governance as stipulated under
Regulation 34 (3) read with Schedule V of the Securities &
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 along with the requisite
certificate from the Practicing Company Secretary confirming
compliance with the conditions of Corporate Governance is
appended and forms part of this Annual report.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed analysis of the Industry and Company Outlook,
Company's operations, project review, risk management, strategic
initiatives and financial review & analysis, as stipulated under
SEBI Listing Regulations is presented under a separate section
titled “Management Discussion and Analysis”, forming part of the
Annual Report.

ANNUAL RETURN

In accordance with Section 92(3), 134(3)(a) read with Rule 12 of
the Companies (Management and Administration) Rules, 2014
(as amended), a copy of Annual Return shall be available on the
website of the Company, i.e. https://visasteel.com/annual-return.
Bhp.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy to
deal with instances of fraud and mismanagement, if any. The
policy provides for adequate safeguards against victimisation of
employees and/or Directors and also provides for direct access
to the Chairman of the Audit Committee. (The policy provides
a framework to promote responsible and secure reporting of
undesirable activities (“Whistle Blowing”). Through this policy, the
Company seeks to provide a mechanism to the whistle blowers
to disclose any misconduct, malpractice, unethical and improper
practice taking place in the Company for appropriate action and
reporting without fear of any kind of discrimination, harassment,
victimisation or any other unfair treatment or employment
practice being adopted against the whistle blower).The Policy is
available on the following weblink: https://visasteel.com/code-
policies/vigil-mechanism-whistle-blower-policy.pdf.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee comprises
of 3 (three) Directors. As on 31 March 2025, Mr. Vishal Agarwal is
the Chairman of the CSR Committee.

The Corporate Social Responsibility (CSR) policy recommended by
the Corporate Social Responsibility Committee had been approved
by the Board of Directors and is available on the following weblink:
https://visasteel.com/code-policies/csr-policy.pdf.

During the year, the CSR initiatives undertaken by the Company,
although not mandatory under Section 135 of the Act read with
Companies (Corporate Social Responsibility Policy) Rules 2014, are
detailed in the Annual Report.

Detailed Annexure as per Companies (CSR Policy) Rules, 2014 (as
amended from time to time) is attached as Annexure V forming
part of this Report.

NOMINATION AND REMUNERATION POLICY

In terms of the requirement of Section 178 of the Companies
Act, 2013, on the recommendation of the Nomination and
Remuneration Committee, the Board has approved the
Nomination and Remuneration Policy (hereinafter referred as
“Policy') of the Company. The policy is available on the following
weblink: https://visasteel.com/codepolicies/Nomination%20

and%20Remuneration%20Policv.pdf.

The salient features of the policy are as below:

• to lay down criteria for identifying persons who are qualified
to become Directors and who may be appointed in Senior
Management or KMP(s) of the Company;

• to lay down the terms and conditions in relation to the
appointment of Directors, Senior Management Personnel
or KMP and recommend to the Board the appointment and
removal of Directors, Senior Management Personnel or KMP(s);

• to lay down criteria to carry out evaluation of every
Director's performance;

• to formulate criteria for determining qualification, positive
attributes and Independence of a Director;

• to determine the composition and level of remuneration,
including reward linked with the performance, which is
reasonable and sufficient to attract, retain and motivate
Directors, KMP, Senior Management Personnel and other
Employees to work towards the long-term growth and success
of the Company;

• to devise a policy on the diversity of the Board;

• to assist the Board with developing a succession plan for
the Board.

DISCLOSURE AS PER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at
the workplace and has adopted a policy on prevention, prohibition
and redressal of sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules
thereunder. The Company has not received any complaint of
sexual harassment during the FY 2024-25.

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

A brief detail of the compliance with the aforesaid provisions are
explained herein below:

a) number of complaints of sexual harassment received - Nil

b) number of complaints disposed off during the year - Nil

c) number of cases pending for more than ninety days - Nil

DISCLOSURE OF COMPLIANCE OF THE
PROVISIONS OF MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity
Benefit Act, 1961, including all applicable amendments and rules
framed thereunder. The Company is committed to ensuring a safe,
inclusive, and supportive workplace for women employees. All eligible
women employees are provided with maternity benefits as prescribed
under the Maternity Benefit Act, 1961, including paid maternity leave,
nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in
recruitment or service conditions on the grounds of maternity.
Necessary internal systems and HR policies are in place to uphold
the spirit and letter of the legislation.

OTHER DISCLOSURES

During the year under review:

• No issue of Equity Shares with differential voting rights as to
dividend, voting or otherwise, was made.

• No issue of Sweat Equity Shares was made to Directors
or employees.

• No Whole-time Director received remuneration from the
subsidiary of the Company.

• The Company has settled its outstanding loan exposure with
Edelweiss Asset Reconstruction Company and the difference
between the outstanding amount and settlement amount of
H 75.04 million has been shown as an Exceptional Item in the
Financial Statements.

PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

Oriental Bank of Commerce, since merged with Punjab National
Bank (PNB), had filed an application for initiating CIRP under IBC
which was admitted vide NCLT order dated 28 November 2022.
Meanwhile, Hon'ble Orissa High Court had stayed the operation
of the NCLT order dated 28 November 2022. During the year
under review, PNB had since assigned its debt to Assets Care &
Reconstruction Enterprise Limited (ACRE) on 25 August 2023 and
subsequently ACRE had filed Substitution Application in the matter.
Majority of the lenders with 95% of the debt have assigned their
debts to ACRE. The Company is engaged with ACRE for restructuring
its outstanding loan exposure through out of court settlement.

ACKNOWLEDGEMENT

Your Directors record their sincere appreciation for the assistance,
support and guidance provided by all stakeholders including
employees, banks, customers, suppliers, regulatory & government
authorities, business associates. The Directors commend the
continuing commitment and dedication of all employees at all
levels and look forward to their continued support in future.

Your Directors value your involvement as shareholders and look
forward to your continuing support.

For and on behalf of the Board
Vishal Agarwal

Vice Chairman & Managing Director
(DIN: 00121539)

Manoj Kumar

Wholetime Director designated as Director (Kalinganagar)

(DIN: 06823891)

Kolkata

Date: 14 August 2025