Vaswani Industries Ltd

To

The Members,

Vaswani Industries Limited,

Raipur, Chhattisgarh

The Directors have pleasure in submitting their 21^st Annual Report of the Company together with the Audited financial Statements for the year ended 31^st March, 2024.

FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous year's figures is given hereunder: Rs. In ‘Lacs'

FINANCIAL HIGHLIGHTS

During the fiscal year, our Company reported a revenue from operations of 38,934.41 Lacs on a standalone basis, reflecting a marginal decrease from 39,185.36 Lacs in the previous financial year 2022-2023. Despite this slight dip in revenue, we successfully maintained a robust EBITDA of 2,379.37 Lacs, up from 2,295.82 Lacs in the prior year, demonstrating our strong operational efficiency and cost management.

Moreover, the Company achieved a significant improvement in Net Profit, which stood at 903.29 Lacs, marking a substantial increase compared to 601.13 Lacs in the previous year. This represents a remarkable 50% growth in Profit After Tax (PAT), underscoring our resilience and ability to deliver strong financial performance even in the face of declining product prices.

For a more comprehensive analysis of the Company's operating and financial performance during the year, please refer to the detailed comments provided in the Management Discussions & Analysis section.

OUTLOOK AND BUSINESS

The Indian steel and sponge iron industry is poised for significant growth in the coming years. Driven by robust economic expansion, increasing urbanization, and infrastructure development, the demand for steel products is expected to surge.

Key factors driving growth:

Government initiatives: Government policies such as the National Infrastructure Investment Fund (NIIF) and the Production Linked Incentive (PLI) scheme are providing a conducive environment for the industry. Infrastructure development: The ongoing expansion of transportation networks, housing projects, and industrial parks will boost steel consumption. Export opportunities: India's growing steel production capacity and competitive pricing position it well to capture global markets.

Challenges and opportunities:

Raw material costs: Fluctuations in iron ore and coking coal prices can impact profitability.

2 Environmental regulations: Stricter environmental standards may require investments in pollution control measures. Technological advancements: Adopting advanced technologies can enhance efficiency and reduce costs. Overall, the Indian steel and sponge iron industry is well-positioned to capitalize on the country's economic growth and emerging global opportunities.

DIVIDEND AND TRANSFER TO RESERVE

With a view to conserving the Company's resources for future growth and to bolster its financial position, the Directors have regretfully decided not to recommend a dividend for the financial year 2023-24. Instead, the Company has prudently transferred 10% of its profits to the general reserve to strengthen its financial reserves.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the Financial Year under review, there was no change in the nature of the business of the company. The Company has been engaged in the business of manufacturing & trading of Sponge Iron, Steel Billets, HB Wires, Iron Ore Pellets and generation of Power.

WEBSITE OF THE COMPANY

Our Company maintains a website www.vaswaniindustries.com, where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Since the conclusion of the financial year on March 31, 2024, there have been no significant developments or commitments that have materially impacted the Company's financial standing.

ENVIRONMENT

The Company is unwavering in its commitment to upholding the highest quality standards while simultaneously prioritizing environmental stewardship. We are resolute in our mission to achieve environmental sustainability and maintain ecological balance, as evidenced by our diligent efforts to curtail and regulate process emissions, minimize waste generation, and reduce the consumption of energy, water, and raw materials.

Our dedication extends to continuous environmental monitoring, real-time tracking of emissions and effluents, and the thorough treatment and recycling of process byproducts. Additionally, we have optimized the utilization of fly ash, further demonstrating our commitment to resource efficiency. With steadfast determination, the Company continues to spearhead initiatives that address global environmental challenges, such as climate change and global warming, by actively embracing alternative energy sources.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.

SHARE CAPITAL CAPITAL STRUCTURE:

During FY' 2023-24, there was no change in the Authorized Share Capital of the Company. As at the end of FY' 2023-24, the Authorized Share Capital of the Company was Rs. 35,00,00,000/ comprising of 3,47,50,000 Equity Shares of Rs.10/- each and 2,50,000 Non Cumulative Preference Shares of Rs.10/- e ach. The Paid-up Share Capital is Rs. 30,00,00,000/- comprising of 3,00,00,000 Equity Shares of Rs.10/-each. There was no change in share capital of the Company during the financial year under review.

BRIEF DESCRIPTION ABOUT COMPANY'S OPERATIONS

The principal activity of the company is to undertake manufacturing of iron and steel products including bar, rods, structures, bright bars, pipes, Sheets etc.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no dividend declared and paid last year.

EXTRACT OF ANNUAL RETURN

The copy of draft Annual Return as required under Section 92(3) and Section 134(3)(a) of the Act has been placed on the website www.vaswaniindustries.com of the Company.

PUBLIC DEPOSIT

The Company has not accepted any public deposit during the year under review and no amount against the same was outstanding at the end of the year. However the company has accepted unsecured loan from its sister concern body corporate which qualifies the exemption under section 73 of the Companies' Act 2013, more particularly detailed in the financial statement.

CONSERVATION OF ENERGY & TECHNICAL ABSORPTION & FOREIGN EXCHANGE EARNING OUTGO

The information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed as ANNEXURE-I to this Directors' report.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED

No disclosure is required under Section 67 of the Companies Act, 2013 read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

CORPORATE SOCIAL RESPONSIBILITY

The Company's steel plant is located in the village of Sondra, within the Siltara Industrial Area, approximately 15 kilometers from Raipur City. The Company is fully committed to meeting its CSR obligations as outlined in its CSR Policy, focusing on impactful initiatives near its manufacturing facilities. All CSR activities are carefully overseen by the Board/Committee and executed internally. The CSR Policy is available on the Company's website at www.vaswaniindustries.com.

In FY 2022-23, the Company's average net profit was 4,17,61,004/-, resulting in a prescribed CSR expenditure of 8,35,220/- (2% of the average net profits over the last three years). With 3,56,583/- carried forward from FY 2021-22, the Company spent 43,92,608/- on CSR, far exceeding the mandatory requirement of 4,78,637/-. The excess amount of 39,13,971/- was carried forward to FY 2023-24.

For FY 2023-24, with an average net profit of 7,70,40,740/-, the prescribed CSR expenditure was 15,40,815/-. Since the excess expenditure from FY 2022-23 was carried forward and set off, the Company did not make any new CSR expenditure for FY 2023-24.

The Company remains dedicated to creating a positive impact through these initiatives, enriching the lives of those in the surrounding communities.

ANNUAL REPORT ON CSR ACTIVITIES:

The Annual Report on CSR activities initiated and undertaken by the Company during the year under review is annexed herewith as an ANNEXURE-II

AUDIT

Statutory Auditors and Auditors' Report

M/s Amitabh Agrawal & Co., Chartered Accountants, (Firm Regn. No. 006620C), were appointed as the Statutory Auditors of the Company for a tenure of 5 (five) years, to hold office from the conclusion of the 20th AGM until the conclusion of 25th AGM of the Company to be held in the year 2028.

The Statutory Auditor's report does not contain any qualifications, reservations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards' Report. All Observations made in the Independent Auditors' Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditor's report is enclosed with the financial statements in this Auditor's Report.

Cost Auditors

Pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 read with Companies (Audit and Auditors Rules, 2014, M/s Sanat Joshi & Associates, Cost Accountants, Raipur have been appointed as Cost Auditors to conduct the audit of cost records of our company for the financial year 2023-24. The remuneration proposed to be paid to them requires ratification by the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

Secretarial Auditors

The Board has appointed M/s. Mayank Arora & Company, Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year 2023-24. In terms of Regulation 24A of SEBI LODR, the Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith an ANNEXURE III to this Report.

The Secretarial Audit Report for the financial year 2023 24 contains observations. Observation of Secretarial Auditors and Management reply for the same is given as under:

1. The Company failed to give a reference in the newspaper publication of the link of the website of Company and stock exchange(s), where further details are available as per Regulation 47(2) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Management's Reply: The Company inadvertently omitted to include a reference to the website links. We are currently taking proactive steps to rectify this oversight and ensure full compliance with the aforementioned SEBI regulation during the upcoming financial year, 2024-25.

2. The Company has not consolidated its financial statement with its associate entities, C.G. Ispat Private Limited (Private Limited Company) & Subh Infrastructures (Private Limited Company) which is in contravention of provisions of Section 134 of the Companies Act, 2013. Management's Reply: These entities are deemed immaterial associates, and their operations have no significant impact on the Company's overall business activities.

3. The Company failed to submit secretarial compliance report pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in XBRL mode within sixty days from end of financial year 2023. Management's Reply: The facility for filing in XBRL mode on NSE and BSE became available after 15.06.2023, as per the respective circulars No. 20230614-44 issued by BSE and NSE/CML/2023/39 issued by NSE, both dated 14.06.2023. The due date for submission was extended to 30.06.2023. We submitted our filing on 26.06.2023, well within the extended deadline. Therefore, the observation is incorrect

4. The Company has maintained website; however, the disclosures are not maintained under proper sections. Management's Reply: The Company acknowledges the observation and is committed to ensuring that all disclosures are properly maintained under the correct sections on the website. We will exercise greater diligence in this matter moving forward.

5. Disclosures to be made on the website of the Company:

i. A code of practices and procedures for fair disclosure of unpublished price sensitive information pursuant to the provisions of Schedule IV of SEBI (Prohibition of Insider Trading) Regulations, 1992 was not available on the website of the Company during the FY 2023-24.

It was uploaded on website after closure of financial year. Management's Reply: The same was already uploaded, but due to a technical error, it was not visible. The error has now been resolved, and it is available on the site.

ii. The Company has not placed a copy of Annual Return on its website pursuant to provision of Section 92 (3) of the Companies Act, 2013. Management's Reply: The Company acknowledges the observation. The copy of the Annual Return, pursuant to the provision of Section 92(3) of the Companies Act, 2013, has now been updated and is available on the website

iii. Information about the resignation Mr. Babu Lal Baghwar (DIN: 08430962), as Director and appointment of Ms. Monali Makhija (Company Secretary/ KMPs) was not posted on the website of the Company. Management's Reply: The Company acknowledges the observation; information has been updated and is available on the website.

iv. The Company failed to submit audio or video recordings and transcripts of post earnings/quarterly calls to Stock Exchanges on the website pursuant to Regulation 46 (2)(oa) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Management's Reply: The Company did not conduct any investor meetings or conference calls for earnings. Therefore, the submission of audio or video recordings and transcripts is not applicable.

v. The results declared along with the report of the scrutiniser was not placed on the website of the company immediately after the result declared by the Chairman as provided in Rule 20 (xvi) of Companies (Management and Administration) Rules, 2014. Management's Reply: The delay was due to a technical issue on the website. We will exercise more diligence regarding this in the future

6. Forms to be filed with RoC:

i. Pursuant to the provisions of the Companies Act, 2013, the Company has uploaded certain E-forms with additional fees.

ii. There are few deficiencies in the forms filed by the Company with RoC and relevant authorities.

iii. The Company failed to file Form MGT-14 for the appointment of the Internal Auditor for the financial year 2023-24 resulting in contravention of Section 117 of the Companies Act, 2013.

iv. DIN of the Directors of the Company were not mentioned in some of the return, information or particulars required to be furnished as per Section 158 of the Companies Act, 2013.

v. The consent letter was not attached in Form DIR 12 filed for the appointment of Ms. Monali Makhija.

vi. Advance from customer was not provided in Form DPT 3 filed for the year ended 31st March, 2023.

vii. eCSIN was not mentioned in the resignation letter of Ms. Sakshi Agrawal, Company Secretary of the Company attached in Form DIR-12 filed on 19^th December, 2023, which is in contravention of eCSIN Guideline issued by Institute of Company Secretaries of India. Management's Reply: The Company is committed to ensuring full compliance with Point No. 6 (i) to (vii) for the Financial Year 2024-25, with enhanced care and diligence.

viii. Form MGT 14 was not filed for ordinary business transacted in AGM 2023 for adoption of accounts and appointment of auditor, etc since the said annual general meeting was held through VC as per General Circular No. 14/2020 issued by the Ministry of Corporate affairs. Management's Reply: In our view, MCA Circulars on Virtual General Meetings provide guidelines but do not supersede existing laws. Therefore, only resolutions that require filing under the Companies Act, 2013 (e.g., Section 117) must be filed within 60 days, with an indication that they were passed in a Virtual General Meeting.

ix. The terms and conditions of the appointment including the remuneration as per sub section (2) of section 203 of the Companies Act, 2013 was not provided in board resolution dated 29th February, 2024 attached in Form MGT-14 filed on 11th March, 2024 for appointment of Ms. Monali Makhija as the Company Secretary & Compliance Officer of the Company. Management's Reply: The terms and conditions of the appointment, including remuneration, were not detailed in the board resolution dated 29th February 2024, attached to Form MGT-14 filed on 11th March 2024, to maintain confidentiality.

x. Form MGT 7 filed for the financial year 2022-23 pursuant to Section 92 (1) of the Companies Act, 2013 was certified by a company secretary in practice as the whole time Company Secretary appointed for the financial year 2022-23 had resigned as on the date of signing Form MGT 7. Management's Reply: The Form MGT-7 for the financial year 2022-23 was certified by a Company Secretary in practice due to the resignation of the whole-time Company Secretary.

xi. Letter of resignation along with detailed reasons for the resignation of Ms. Sakshi Agrawal, Company Secretary as per Clause 7C of Part A of Schedule III not disclosed to the stock exchanges & not provided in Form DIR-12 filed with ROC by the Company. Management's Reply: The letter of resignation, including detailed reasons for the resignation of Ms. Sakshi Agrawal, Company Secretary, as required under Clause 7C of Part A of Schedule III, was duly disclosed to the stock exchanges and provided in Form DIR-12 filed with the Registrar of Companies.

7. There are few deficiencies in compliances made by the Company with regards to maintenance of minutes and statutory registers. Management's Reply: The Company is going to ensure compliance of the same in the Financial Year 2024-25.

8. Pursuant to Regulation 29 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company failed to give intimation to Stock Exchanges at least five days in advance for Board Meeting held on 14th August, 2023. Management's Reply: The Company intended to ensure full compliance; however, due to a misunderstanding, it was believed that XBRL intimation alone was sufficient. As a result, the PDF intimation was overlooked. In the future, the Company will ensure that both PDF and XBRL submissions are made for all intimations.

9. There are few deficiencies in compliances made by the Company with regards to maintenance of minutes and statutory registers. Management's Reply: The matter regarding deficiencies in compliance related to the maintenance of minutes and statutory registers has been addressed in Point No. 7 above.

10. The Company failed to attach details of Associate Companies in Form AOC-1 as annexure in Annual Report 2023 which is in contravention of provisions of subsection (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014. Management's Reply: Due to some clerical error this happened there was not any malafide intention behind this. Company is going to attach the same in Annual Report 2024 .

11. The Company failed to submit quarterly/year-to-date consolidated financial results to Stock exchanges pursuant to Regulation 33 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Management's Reply: These entities are deemed immaterial associates, and their operations have no significant impact on the Company's overall business activities.

12. The Company failed to issue agenda and notes to agendas with board meeting notices issued during the year pursuant to provisions of Companies Act, 2013. Management's Reply: The agenda have been sent in brief via e-mail, notes are physically sent containing detailed items of agenda.

13. Approval of shareholders of the Company accorded by means of postal ballot in the Extra Ordinary General Meeting held on 28th January, 2022 for reappointment of Mr. Yashwant Vaswani as Chairman cum Whole Time Director of the Company for a period of 5 years from December 10, 2020 to December 10, 2025. Management's Reply: The approval of shareholders was obtained through a postal ballot.

14. The registration of Data Bank of Independent Directors was not obtained by Ms. Chittaranjan Parida (DIN: 10049650) and Ms. Supriya Goyal (10045382), Independent Directors of the Company in FY 2023-24 pursuant to provisions of the Companies (Appointment and Qualifications of Directors) Rules, 2014. Management's Reply: Both Independent Directors have registered themselves after paying the late fees for the delayed registration.

15. The members of Audit Committee were below three (3) for 9 days in quarter ended Dec 31, 2023 which is in contravention of minimum members requirement of Audit Committee as per Regulation 18 (1)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. The two-thirds of the Members of Audit Committee were not independent Director for 9 days in quarter ended Dec 31, 2023 which is in contravention of Regulation 18 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. The members of Nomination & Remuneration Committee were below three (3) for 9 days in quarter ended Dec 31, 2023 which is in contravention of minimum members requirement of Nomination & Remuneration Committee as per Regulation 19(1)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. The two-thirds of the Members of Nomination & Remuneration Committee were not independent Director for 9 days in quarter ended Dec 31, 2023 which is in contravention of Regulation 19 (1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Management's Reply: The non-compliances mentioned in Points No. 15 to 18 were due to the vacancy of an Independent Director, and the Company's inability to appoint a replacement within the stipulated period, as it was not feasible to convene a board meeting before November 8, 2023.

19. The Directors appointed during the year has not made disclosure of their holding of securities in the Company as on the date of appointment pursuant to the provisions of Regulation 7 (1) of SEBI (Prohibition of Insider Trading) Regulations, 1992. Management's Reply: The directors appointed during the year hold no shares in the Company.

20. Consolidated financial statement was not provided in Annual report filed for the year ended 2023 as specified in Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Management's Reply: These entities are deemed immaterial associates, and their operations have no significant impact on the Company's overall business activities.

21. MSME Form 1 was not filed for some of the creditors from whom MSME certificate was not received to the Company but payment was outstanding for more than 45 days pursuant to Order dated 22 January, 2019 issued under Section 405 of the Companies Act, 2013. Management's Reply: The dues were paid on 06.04.2024, within 45 days. Other dues were disputed, and due to a lack of information, the company could not identify whether the party fell under MSME regulations, so MSME-1 was not filed. After the implementation of section 43B(h) of the Income Tax Act, the auditor approached the party to determine their status. The party then produced the MSME certificate.

22. Following disclosure was not provided in the Board Report filed for the year ended 31.03.2023 as per Section 134 of the Companies Act, 2013 and Rule 8 of The Companies (Accounts) Rules, 2014: The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof. Management's Reply: There were no instances of loan settlements during the year, nor did the company have any settlements of loans. Therefore, the required reporting was not applicable.

23. Following standard was not provided in the Code of Fair Disclosure uploaded on website as specified in Sch B of SEBI (Prohibition of Insider Trading) Regulations, 1992:

1. The code of conduct shall specify any reasonable timeframe, which in any event shall not be more than seven trading days, within which trades that have been precleared have to be executed by the designated person, failing which fresh preclearance would be needed for the trades to be executed.

2. The code of conduct shall stipulate such formats as the board of directors deems necessary for making applications for pre-clearance, reporting of trades executed, reporting of decisions not to trade after securing pre-clearance and for reporting level of holdings in securities at such intervals as may be determined as being necessary to monitor compliance with these regulations.

3. The code of conduct shall stipulate the sanctions and disciplinary actions, including wage freeze, suspension, recovery, etc., that may be imposed, by the listed company required to formulate a code of conduct under sub-regulation (1) of regulation 9, for the contravention of the code of conduct. Management's Reply: The Company will take steps to update this information.

24. The following additional disclosures was missing in the annual report filed for the year ended 2023 as specified in Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

BOARD EVALUATION

During the financial year, formal annual evaluation of the Board, its committees and individual Directors was carried out pursuant to the Board Performance Evaluation Policy of the Company and under the provisions of the Companies Act 2013, relevant Rules and the Corporate Governance requirements as prescribed under Regulation 17 of Listing Regulations, 2015 and the circular issued by SEBI with respect to Guidance Note on Board Evaluation from time to time.

The performance of the Board and committees was evaluated after seeking inputs from all the Directors on the basis of the criteria such as Board/ committee constitutions, frequency of meetings, effectiveness of processes etc. The performance of individual Directors (including Independent Directors) was evaluated by the Board and Nomination & Remuneration Committee (excluding the Director being evaluated) after seeking inputs from all Directors on the basis of the criteria such as thought contribution, business in sights and applied knowledge.

As per stipulations in Para VII of the Code for Independent Directors in Schedule IV of the Act and as per SEBI (LODR), a separate meeting of the Independent Directors was held on 15th March, 2024 and was attended by all Independent Directors of the Company

NUMBER OF BOARD MEETINGS

The Board has met fourteen (14) times during the year ended 31st March, 2024. The details of the Board Meetings and other Committee Meetings held during the financial year 2023-24 with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report, which is part of annual report.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013 the Board hereby submits its responsibility statement: -

a) In the preparation of the annual accounts for the year ended 31^st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 at the end of the Financial Year and of the profit and loss of the company for that period;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors have prepared the annual accounts on a going concern basis; and

e) The directors have, in all material respects, implemented an internal financial controls system over financial reporting and such internal financial controls over financial reporting were adequate and operating effectively.

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

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations as required under the provisions of Section 149 (7) of the Companies Act, 2013 stating that they meet the eligibility criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, 2015, the Company has put in place a Familiarization Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company and nature of the industry in which the Company operates.

DIRECTOR AND KEY MANAGERIAL PERSONNEL

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As on the date of the report, your company has the following Directors and Key Managerial Personnel:

During the year under review following Changes were made in Board of Directors and KMP of the Company

Ms. Sakshi Agrawal was appointed as compliance officer-cum-Company secretary of the company on 17.03.2023. However she has resigned from the office of company secretary w.e.f. 05.12.2023.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Satya Narayan Gupta (DIN: 09517381), Non Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

Mr. Chittaranjan Parida (Non-Executive Independent Director) resigned from the office of director w.e.f. 23.06.2023. However he was appointed as an additional director in the in the category of Non-Executive Independent Director w.e.f. 31.08.2023 and was regularized as Director (non-executive) at the Annual General Meeting held for the year 2022-23.

Mr. Babulal Baghawar Executive Director resigned from the office of director w.e.f. 08.11.2023

Mr. Ashok Kumar Suri (Non-Executive Independent Director) retired from the office of director w.e.f. 29.10.2023.

Ms. Supriya Goyal was appointed as an additional director in the category of non- executive independent director w.e.f. 24.07.2023 and and was regularized as Director (non-executive) at the Annual General Meeting held for the year 2022-23.

Mr. Pawan Kumar Jha was appointed as an additional director w.e.f 23.02.2024. However he was ceased to be director w.e.f 22.05.2024.

Ms. Monali Makhija was appointed as compliance officer-cum-Company secretary of the company on 29.02.2024

Mr. Chittaranjan Parida brings to the Board his extensive knowledge and experience in areas of steel manufacturing, core understanding of issues that affects Infrastructure sectors in India.

Similarly, Ms. Supriya Goya brings to the Board her extensive knowledge and experience in areas of capital raising, mergers and acquisitions, financial structuring and corporate restructuring.

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

The particulars of loans, guarantees and investments by your Company under Section 186 of the Act are stated in Notes to Accounts, forming part of the Annual Report.

NOMINATION AND REMUNERATION COMMIITEE AND ITS POLICY

The Company has a Nomination and Remuneration Committee of Directors; Members of said Committee are Non-executive Directors. Details of the role and responsibilities of the Committee, the particulars of meeting(s) held and attendance of the Members at such meeting(s) are given in the Corporate Governance Report. The Board has framed a Nomination and Remuneration policy which is available on the Company website.

CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Act and the SEBI Listing Regulations, 2015, a Vigil Mechanism and Whistle Blower Policy for Directors, employees and other stakeholders to report genuine concerns has been established. The same is also uploaded on the website of the Company.

RISK MANAGMENT

During the year, the Company reviewed and strengthened its risk management policy and the risk management framework which ensures that the Company is able to carry out identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES

Information pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as ANNEXURE- IV. Further, particulars of employees' remuneration, as prescribed under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not attached with this report since there was no employee who was in receipt of excess remuneration as prescribed.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis report is part of the Annual Report and is annexed herewith as ANNEXURE-VII. A report on Corporate Governance together with the Auditors' Certificate regarding the compliance of conditions of Corporate Governance is part of the Annual Report and is annexed as ANNEXURE -V.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the period under review there were no significant and material orders passed by the Regulators/Courts or Tribunals impacting the going concern status of the Company and its operations in future.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

C.G. Ispat Private Limited and Shubh Infrastructures Private Limited is an Associate Company of Vaswani Industries Limited within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”) as on 31st March, 2024. There are no other subsidiary companies or joint venture companies. There has been no material change in the nature of the business of the Associate Company. Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the Financial Statements of the Associate Companies in Form AOC-1 is furnished in ANNEXURE-VI and is attached to this Report.

RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm's length and in the ordinary course of business. Prior omnibus approval was obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013. Also, there were no material related party contracts entered into by the Company during the year under review. Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of this Annual Report 2023-24.

DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016

There are no applications made during the financial year 2023-24 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF

During the reporting period, no such event transpired; consequently, no issues pertaining to valuation have arisen

PREVENTION OF INSIDER TRADING

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

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company's internal control procedures includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organization's pace of growth and increasing complexity of operations. Details of internal control system and its adequacy are furnished in "Management Discussion & Analysis Report", forming part of this Report.

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

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company's premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company does not have a formal Anti Sexual Harassment policy in place but has taken adequate measures including checks and corrections in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under the policy. The following is a summary of sexual harassment complaints received and disposed off during the current financial year 2022-23.

MAINTENANCE OF COST RECORDS:

The Company is required to maintain cost records of the Company as specified under Section 148 (1) of the Companies Act, 2013. Accordingly, the Company has properly maintained cost records and accounts.

STANDALONE ACCOUNTS

The Standalone financial statements for the year ended 31^st March, 2024 have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 together with the comparative period data as at 31st March, 2024 and for the previous year ended 31st March, 2023.

ACKNOWLEDGEMENT

Your Directors wish to thank all stakeholders, employees and business partners and Company's bankers for their continued support and valuable co-operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

By order of the Board of Directors For, Vaswani Industries Limited