REPORT

The Directors of your Company have pleasure in presenting their 13th Annual
Report of the business and operations of the Company along with the Audited Financial
Statements for the year ended 31st March, 2023.

1. FINANCIAL RESULTS:

The financial performance of your Company for the year ended 31st March,
2023 is as under:-

(C in Lakhs)


  

    
PARTICULARS
    
2022-231
    
2021-22
  
  

    
Revenue from operations (Net)
    
1,73,499.11
    
1,36,846.01
  
  

    
Other Income
    
3,875.39
    
2,889.16
  
  

    
Profit before Depreciation, Interest & Tax (PBDIT)
    
18,008.08
    
20,257.95
  
  

    
Interest and Financial expenses
    
1,765.35
    
1,727.94
  
  

    
Profit before Depreciation and Tax (PBDT)
    
16,242.73
    
18,530.01
  
  

    
Depreciation
    
2,812.16
    
2,696.45
  
  

    
Profit/(Loss) before Tax (PBT)
    
13,430.57
    
15,833.56
  
  

    
Provision for Tax
    

    

  
  

    
- Current Tax (including tax adjustment relating to prior years)
    
3,462.45
    
2,704.01
  
  

    
- Deferred Tax
    
(76.66)
    
3,054.51
  
  

    
Profit after tax (PAT)
    
10,044.78
    
10,075.04
  
  

    
Other Comprehensive Income/(Expense)
    
(27.91)
    
18.75
  
  

    
Total Comprehensive Income
    
10,016.87
    
10,093.79
  
  

    
Earnings per share (D)
    

    

  
  

    
- Basic
    
24.76
    
24.87
  
  

    
- Diluted
    
24.59
    
24.71
  


2. FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS:

PRODUCTION & SALES REVIEW:

During the year under review, the production of Billet increased from 1,89,719 MT to
2,19,925 MT, showing an increase of 15.92% over the previous year. The Rolled production
increased from 1,65,809 MT to 1,88,108 MT,

showing an increase of 13.45% over the previous year.

Your Company has registered Revenue from Operations of C1,73,499.11 lakhs as compared
to C1,36,846.01 lakhs in the previous year. The exports of the Company increased from
C7,594.32 lakhs to C8,488.23 lakhs showing an increase of 11.77%.

PROFITABILITY:

The Company earned profit before depreciation, interest and tax of C18,008.08 lakhs as
against C20,257.95 lakhs in the previous year. After providing for depreciation of
C2,812.16 lakhs (Previous Year C2,696.45 lakhs), interest of C1,765.35 lakhs (Previous
Year C1,727.94 lakhs), provision for current tax including tax adjustment relating to
prior years of C3,462.45 lakhs (Previous Year C2,704.01 lakhs) and Deferred Tax amounting
to C(76.66) lakhs (Previous Year C3,054.51 lakhs), the total comprehensive income worked
out to C10,016.87 lakhs as compared to C10,093.79 lakhs in the previous year.

The balance available for appropriation after adding balance in surplus account is
C31,563.63 lakhs.

RESOURCES UTILISATION:

a) Fixed Assets:

The net block as at 31st March, 2023 was C29,300.63 lakhs as compared to
C28,830.23 lakhs in the previous year.

b) Current Assets:

The current assets as on 31st March, 2023 were C69,862.65 lakhs as against
C59,672.50 lakhs in the previous year. Inventory level was at C36,267.99 lakhs as compared
to the previous year level of C30,432.20 lakhs.

FINANCIAL CONDITIONS & LIQUIDITY:

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

3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate
section forming part of this Annual Report.

4. DIVIDEND:

The Board of Directors in its meeting held on 27th April, 2023 has
recommended dividend of C2/- per share on the fully paid-up Equity Shares of the Company.

5. CONSOLIDATED FINANCIAL STATEMENT:

As your Company does not have any subsidiary, associate or joint venture company, the
provisions of Companies Act, 2013 and Indian Accounting Standards (Ind AS) 110, 111 and
112 in relation to consolidation of accounts do not apply.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, associate or joint venture company.

7. DIRECTORS:

Liable to retire by rotation: In accordance with the provisions of the Articles of
Association of the Company, Mrs. Suchita Jain and Mr. Rajendar Kumar Rewari, Directors of
the Company, retires by rotation at the conclusion of the forthcoming Annual General
Meeting and being eligible, offers themselves for re-appointment. The Board recommended
their re-appointment for the consideration of the Members of the Company at the ensuing
Annual General Meeting.


  

    
PARTICULARS
    
2022-23
    
2021-22
  
  

    
Cash and Cash equivalents:
    

    

  
  

    
Beginning of the year
    
27.10
    
234.00
  
  

    
End of the year
    
953.50
    
27.10
  
  

    
Net cash provided (used) by:
    

    

  
  

    
Operating Activities
    
7,357.55
    
5,887.98
  
  

    
Investing Activities
    
(1,483.48)
    
(911.18)
  
  

    
Financing Activities
    
(4,947.67)
    
(5,183.70)
  


(Cin lakhs)

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

Appointment of Directors: During the year under review:

- Mr. Suman Chatterjee and Mrs. Vidya Shah, were appointed as Independent Directors of
the Company for a term of five (5) consecutive years w.e.f. 25th July, 2022;

- Mr. Rajendar Kumar Rewari was appointed as an Executive Director of the Company for a
term of five (5) years w.e.f. 25th July, 2022; and

- Mr. Toshio Ito was appointed as a Non-Executive Director (Subscriber Director of
Aichi Steel Corporation) of the Company, w.e.f. 25th July, 2022.

Their appointments were further approved by the Members of the Company in the Annual
General Meeting held on 30th September, 2022.

Further, during the year, designation of Mr. Rajeev Gupta was changed from
Non-Executive Independent Director to Non-Executive Non-Independent Director w.e.f. 30th
September, 2022.

Cessation from Directorship: During the year under review:

- Mr. Takashi Ishigami, Non-Executive Director (Subscriber Director of Aichi Steel
Corporation) ceased to be Director of the Company w.e.f. 25th July, 2022, as he
resigned from the Board of the Company due to his retirement from Aichi Steel Corporation;

- Mr. Sanjeev Pahwa, Independent Director, ceased to be Director of the Company w.e.f.
30th September, 2022 on completion of his second term of appointment; and

- Mrs. Shubhra Bhattacharya, Independent Director, ceased to be Director of the Company
w.e.f. 2nd January, 2023, as she resigned from the Board of the Company due to
personal and other professional commitments.

Declaration by Independent Directors:

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

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

Familiarization programmes for Board Members:

Your Company has formulated Familiarization Programme for all the Board members in
accordance with Regulation 25 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Schedule IV of the Companies Act, 2013 which
provides that the Company shall familiarize the Independent Directors with the Company,
their roles, rights, responsibilities in the Company, nature of Industry in which the
Company operates, business model of the Company, etc. through various programs.

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



Annual Evaluation of the Board Performance:

The meeting of Independent Directors of the Company for the financial year 2022-23 was
held on 11th March, 2023 to evaluate the performance of Non-Independent
Directors, Chairperson of the Company and the Board as a whole.

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

A policy on the performance evaluation of Independent Directors, Board, Committees and
other individual Directors which includes criteria for performance evaluation of
non-executive directors and executive directors has been formulated by the Company.

8. NOMINATION AND REMUNERATION POLICY:

In compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and
Remuneration Policy of the Company has been duly approved and adopted by the Board
pursuant to recommendations of Nomination and Remuneration Committee of the Company and
may be accessed on the website of the Company at the link: https://www.vardhman.com/
Document/Report/Company%20Information/ Po[icies/Vardhman%20Specia[%20Stee[s%20
Ltd/Nomination & Remuneration Poiicv.pdf. As mandated by proviso to Section 178(4)
of the Companies Act, 2013, sa[ient features of Nomination and Remuneration Policy are as
under:

a) Identifying persons who are qualified to become Directors and who may be appointed
in Senior Management in accordance with the criteria [aid down and recommending to the
Board their appointment and remova[.

b) Formulating the criteria for determining qualifications, positive attributes and
independence of a Director and eva[uating the ba[ance of ski[[s, know[edge and experience
on the Board and on the basis of such eva[uation, prepare a description of the ro[e and
capabi[ities required of an independent director.

c) Recommending to the Board, po[icy re[ating to remuneration of Directors (Whole time
Directors, Executive Directors etc.), Key Manageria[ Personne[ and other emp[oyees while
ensuring the following:

i. That the level and composition of remuneration is reasonable and sufficient to
attract, retain and motivate directors of the qua[ity required to run the company
successfu[[y.

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

10. NUMBER OF BOARD MEETINGS:

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

11. AUDITORS AND AUDITORS' REPORT:

Statutory Auditors:

M/s. BSR & Co., LLP, Chartered Accountants, (Firm Registration No.:
101248W/W-100022) were appointed as Statutory Auditors of the Company for a term of 5
years at the 8th Annual General Meeting held on 27th September,
2018. Since, their term is expiring at the ensuing Annua[ Genera[ Meeting, the Board of
Directors in its meeting held on 27th April, 2023, has approved and recommended
to the Shareholders the re-appointment of M/s. BSR & Co., LLP, as the Statutory
Auditors of the Company for a second consecutive term of 5 years starting from the
conclusion of 13th Annual General Meeting.


  

    
S.No. Name
    
Designation
  
  

    
1. Sachit Jain
    
Vice-Chairman & Managing Director
  
  

    
2. Sanjeev SingLa
    
Chief Financia[ Officer
  
  

    
3. Sonam Taneia
    
Company Secretary
  


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

d) Formulating the criteria for evaluating performance of Board and a[[ the Directors.

e) Devising a po[icy on diversification of Board.

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

g) Recommending to the Board remuneration

payab[e to senior management.

9. KEY MANAGERIAL PERSONNEL (KMP):

In comp[iance with provisions of Section 203 of

the Companies Act, 2013, fo[[owing are the KMPs

of the Company as on 31st March, 2023:

The said re-appointment is subject to approva[ by the Members of the Company.

Further, the Statutory Auditors of the Company have submitted Auditors' Report on the
accounts of the Company for the accounting year ended 31st March, 2023.

This Auditors' Report is se[f-exp[anatory and requires no comments.

Secretarial Auditor:

M/s. Harsh Goya[ & Associates, Company Secretary in Practice, were appointed as
Secretaria[ Auditors of the Company by the Board of Directors of the Company in its
meeting he[d on 29th Apri[, 2022 for the financia[ year 2022-23.

The Secretaria[ Auditors of the Company have submitted their Report in Form No. MR-3 as
required under Section 204, of the Companies Act, 2013 for the financia[ year ended 31st
March, 2023. This Report is se[f-exp[anatory and requires no comments. The Report forms
part of this report as Annexure - I.

Cost Auditor:

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

The Board of Directors has appointed M/s Ramanath Iyer & Company, Cost Accountants,
New De[hi, as the Cost Auditors of the Company to conduct Cost Audit of the Accounts for
the financia[ year ended 2023-24. However, as per the provisions of Section 148 of the
Companies Act, 2013, read with Companies (Cost Records and Audit) Ru[es, 2014, the
remuneration to be paid to the Cost Auditors is subject to ratification by Members at the
Annua[ Genera[ Meeting. According[y, the remuneration to be paid to M/s Ramanath Iyer
& Company, Cost Accountants, New De[hi, for financia[ year 2023-24 is p[aced for
ratification by the Members.

12. AUDIT COMMITTEE & VIGIL MECHANISM: Composition of Audit Committee:

The Audit Committee consists of Mr. Rakesh Jain, Mr. Sanjoy Bhattacharyya, Mr. Suman
Chatterjee and Mrs. Vidya Shah, Independent Directors and Mr. Rajinder Kumar Jain,
Non-Executive Director. Mr. Rakesh Jain is the Chairman of the Committee and Ms. Sonam
Taneja is the Secretary of the

Committee. A[[ the recommendations made by the Audit Committee were accepted by the
Board.

Vigil Mechanism:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, the Company
has estab[ished a "Vigi[ Mechanism" incorporating Whist[e B[ower Po[icy in terms
of SEBI (Listing Ob[igations and Disc[osure Requirements) Regu[ations, 2015, for emp[oyees
and Directors of the Company, for expressing the genuine concerns of unethica[ behavior,
actua[ or suspected fraud or vio[ation of the codes of conduct by way of direct access to
the Managing Director/ Chairman of the Audit Committee.

The Company has a[so provided adequate safeguards against victimization of emp[oyees
and Directors who express their concerns.

The Po[icy on Vigi[ Mechanism and Whist[e B[ower Po[icy as approved by the Board may be
accessed on the Company's website at the [ink: https://www.vardhman.com/Document/Report/
Company%20Information/Po[icies/Vardhman%20 Specia[%20Stee[s%20Ltd/ Whist[e B[ower Po[icy.
pdf



L3. CORPORATE GOVERNANCE:

The Company has in p[ace a system of Corporate Governance. Corporate Governance is
about maximizing shareho[der va[ue [ega[[y, ethica[[y and sustainab[y. A separate report
on Corporate Governance forming part of the Annua[ Report of the Company is annexed
hereto. A certificate from the Practising Company Secretary regarding comp[iance of
conditions of Corporate Governance as stipu[ated under SEBI (Listing Ob[igations and
Disc[osure Requirements) Regu[ations, 2015 is annexed to the report on Corporate
Governance.

L4. CORPORATE SOCIAL RESPONSIBILITY (CSR): Vision & Core areas of CSR: Your Company
is committed to and fu[[y aware of its CSR, the guide[ines in respect of which are more
c[ear[y [aid down in the Companies Act, 2013. The Company's vision on CSR is to pursue a
corporate strategy that enab[es shareho[der va[ue enhancement and societa[ va[ue creation
in a mutua[[y reinforcing and synergistic manner.

CSR Policy: The Corporate Socia[ Responsibi[ity Po[icy of the Company indicating the
activities to be undertaken by the Company, as approved by the Board, may be accessed on
the Company's

website at the link: https://www.vardhman.com/
Document/Report/Company%20Information/ Po[icies/Vardhman%20Specia[%20Stee[s%20Ltd/
Corporate Social Responsibility Poiicy.pdf



During the year, the Company has spent a total of C122.94 [akhs on CSR activities.

The disclosures related to CSR activities pursuant to Section 134(3) of the Companies
Act, 2013 read with Rule 9 of Companies (Accounts) Rules, 2014 and Companies (Corporate
Social Responsibility) Rules, 2014 is annexed hereto and forms part of this report as
Annexure - II.

15. RISK MANAGEMENT:

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

The Risk Management Po[icy may be accessed on the Company's website at the [ink:
https:// www.vardhman.com/Document/Report/ Company%20Information/Po[icies/Vardhman%20
Specia[%20Stee[s%20Ltd/Risk Management Po[icy.pdf



16. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR):

SEBI (Listing Ob[igations and Disc[osure Requirements) Regu[ations, 2015 mandate the
inc[usion of the BRSR as part of the Annua[ Report for top 1000 [isted entities based on
market capita[ization. In comp[iance with the Listing Regu[ations, we have integrated BRSR
disc[osure into our Annua[ Report.

17. DIVIDEND DISTRIBUTION POLICY (DDP):

As per Regu[ation 43A of the SEBI (Listing Ob[igations and Disc[osure Requirements)
Regu[ations, 2015, the top 1000 [isted companies are required to formu[ate a DDP
According[y, a DDP was adopted to set out the parameters and circumstances that wi[[ be
taken into account by the Board in recommending the distribution of dividend to its
shareho[ders and/or retaining profits earned by the

Company. The po[icy is avai[ab[e on the Company's website at the [ink:
https://www.vardhman.com/ Document/Report/Company%20Information/
Po[icies/Vardhman%20Specia[%20Stee[s%20Ltd/ Dividend Distribution Po[icy.pdf



18. INTERNAL FINANCIAL CONTROLS:

The Company has in p[ace adequate interna[ financial contro[s with reference to
financiaL statements. During the year, such control were tested and no reportab[e materia[
weakness in the design or operation was observed.

A report on the Interna[ Financia[ Control under c[ause (i) of sub-section 3 of section
143 of the Companies Act, 2013 as given by the Statutory Auditors of the Company forms
part of the Independent Auditor's Report as Annexure B.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

A[[ contracts / arrangements / transactions entered into by the Company during the
financia[ year with re[ated parties were in the ordinary course of business and on an
arm's [ength basis. During the year, the Company had not entered into any contract/
arrangement/ transaction with re[ated parties which cou[d be considered materia[ in
accordance with the Regu[ation 23 of SEBI (Listing Ob[igations and Disdosure Requirements)
Regu[ations, 2015. According^, the disdosure of Re[ated Party Transactions as required
under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not app[icab[e.

The Po[icy on deafing with re[ated party transactions as approved by the Board may be
accessed on the Company's website at the [ink: https://www.vardhman.com/Document/Report/
Company%20Information/Po[icies/Vardhman%20 Specia[%20Stee[s%20Ltd/Re[ated Party
Transaction Po[icy.pdf



Your Directors draw attention of the Members to Note 44 to the financia[ statement
which sets out re[ated party disdosures.

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

Particu[ars of [oans given/ taken, investments made, guarantees given and securities
provided a[ong with the purpose for which the [oan or guarantee or security is proposed to
be utitized by the recipient

are provided in the financia[ statement (P[ease refer to Note 6, 7, 12 and 20 to the
financia[ statement).

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

Energy conservation continues to be an area of major emphasis in our Company. Efforts
are made to optimize the energy cost white carrying out the manufacturing operations.
Particu[ars with respect to conservation of energy and other areas as per Section
134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Ru[es, 2014, are
annexed hereto and forms part of this report as Annexure - III.

22. ANNUAL RETURN:

In terms of Section 92(3) and 134(3)(a) of the Companies Act, 2013 the Annua[ Return of
the Company is avai[ab[e on the website of the Company www.vardhman.com/ www.vardhmanstee[.com.

23. HUMAN RESOURCES /INDUSTRIAL RELATIONS:

Human resource is considered as the most va[uab[e of a[[ resources avai[ab[e to the
Company. The Company continues to [ay emphasis on bui[ding and sustaining an exceUent
organization dimate based on human performance. The Management has been continuous^
endeavoring to bui[d high performance cu[ture on one hand and amiabte work environment on
the other hand. As on 31st March, 2023, the Company emp[oyed around 1,125
emp[oyees on permanent ro[[s.

Pursuit of proactive po[icies for industria[ re[ations has resu[ted in a peacefu[ and
harmonious situation on the shop floor of the p[ant.

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The disdosures in respect of manageria[ remuneration as required under section 197(12)
read with Ru[e 5(1) of the Companies (Appointment & Remuneration of Manageria[
Personne[) Ru[es, 2014 is annexed hereto and forms part of this report.

A statement showing the names and other particu[ars of the emp[oyees drawing
remuneration in excess of the Emits set out in Ru[e 5(2) and 5(3) of the Companies
(Appointment & Remuneration

of Manageria[ Personne[) Ru[es, 2014 is annexed hereto and forms part of this report.

A[[ the above detai[s are provided in Annexure - IV.

In terms of section 197(14) of the Companies Act, 2013, the Company does not have any
Ho[ding or Subsidiary Company.

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

No materia[ changes and commitments affecting the financia[ position of the Company
occurred between the end of the financia[ year to which these financia[ statements re[ate
and the date of this report.

26. DIRECTORS' RESPONSIBILITY STATEMENT:

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

a. in the preparation of the annua[ accounts, the app[icab[e accounting standards have
been fo[[owed a[ong with the proper exp[anation renting to materia[ departures;

b. appropriate accounting poficies have been se[ected and app[ied consistent[y and have
made judgments and estimates that are reasonab[e and prudent so as to give a true and fair
view of the state of affairs of the Company as at 31st March, 2023 and of the
profit of the Company for the year ended on 31st March, 2023;

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

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

e. the Interna[ financia[ control have been [aid down to be foUowed by the Company and
that such interna[ financia[ control are adequate and are operating effective[y; and

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

27. GENERAL DISCLOSURES:

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

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

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

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

d. Change in nature of Business of Company.

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

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

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

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

Further, your Directors state that the Company has complied with the provisions
relating to constitution of Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and there was no
complaint filed under the said Act.

28. VARDHMAN SPECIAL STEELS LIMITED EMPLOYEE STOCK OPTION PLAN:

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

• As per the terms of the ESOP Plan 2016, the Company can grant a maximum of
3,71,108 options to eligible employees from time to time. One option entitles the holder
to apply

for one equity share of the Company in terms of ESOP Plan 2016. Accordingly, during the
financial year, a total of 28,125 options were exercised by the eligible employees under 2nd
grant of ESOP Plan 2016.

Further, the Nomination and Remuneration Committee in its meeting held on 23rd
July, 2022 has made a third grant of 9,000 options under ESOP Plan 2016 to its eligible
employees out of 9,437 options lying ungranted under the said Plan. These options will
vest with the eligible employees after two years from the date of grant.

• As per the terms of the ESOP Plan 2020, the Company can grant a maximum of
5,00,000 options to eligible employees from time to time. One option entitles the holder
to apply for one equity share of the Company in terms of ESOP Plan 2020. Accordingly,
during the financial year, a total of 38,125 options were exercised by the eligible
employees under 1st grant of ESOP Plan 2020.

Further, the Nomination and Remuneration Committee in its meeting held on 23rd
July, 2022 has made a second grant of 1,25,000 options under ESOP Plan 2020 to its
eligible employees out of 2,20,500 options lying ungranted under the said Plan. These
options will vest with the eligible employees after two years from the date of grant.

The paid-up equity share capital of the Company after this allotment stood increased to
C40,62,74,140.

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

The details as required to be disclosed are put on the Company's website and may be
accessed at https://www.vardhman.com/ Document/Report/Compliances/Miscellaneous/
Vardhman%20Special%20Steels%20Ltd/ESOP Disclosure - 2022-23.pdf



29. BONUS ISSUE:

The Board of Directors of your Company in its meeting held on 12th April,
2023 has approved to issue Bonus Shares to the existing Equity Shareholders of the Company
in the ratio of 1:1, subject to approval of Members through Postal Ballot.

30. ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere gratitude to the
Government, Bankers, Business Constituents and Shareholders for their


  

    
Place :
    
Ludhiana
    
(RAJEEV GUPTA)
  
  

    
Dated
    
: 27th April, 2023
    
Chairman
  


continued and valuable co-operation and support to the Company and look forward to
their continued support and co-operation in future too.

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