Dear Shareholders,

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 Rs.5,664.90 million and profit before interest, depreciation, tax and exceptional items was at Rs.322.20 million for the FY 2024-25. The consolidated Revenue from operations of the Company was Rs.5,664.90 million and profit before interest, depreciation, tax and exceptional items was at Rs.322.21 million during the FY 2024-25. The exceptional item includes impairment loss on fixed assets of Rs.4,380.75 million, write off of abandoned projects lying in Capital Work in Progress of Rs.387.50 million and write back of difference between the outstanding amount and settlement amount of loan exposure Rs.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.

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 Rs.1,157,895,000 (Rupees One Hundred Fifteen Crore Seventy-Eight Lac Ninety-Five Thousand only) comprising of 115,789,500 Equity Shares of Rs.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 Rs.10/- each through Open Market Purchase. Post this acquisition, VISA Industries Limited, now holds 1,65,90,000 Equity Shares of Rs.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) that 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.

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%20Policy%20Policy%20for%20determing%20 m a t e r i a l % 2 0 s u b s i d i a r y % 2 0 & % 2 0 P o l i c y % 2 0 o n % 2 0 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-?-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.

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. php.

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%20Policy.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.

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 Rs.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.