Visa Steel Ltd

Dear Shareholders,

Your Directors are pleased to present this 27th Annual Report and the Audited Standalone and Consolidated Financial Statements of Accounts of the Company for the financial year ended 31 March 2023.

FINANCIAL RESULTS

( in Million)

OPERATIONS

The standalone Revenue from operations of the Company was C 5,724.77 million and profit before interest, depreciation, tax and exceptional items was at C 91.97 million for the FY 2022-23. The consolidated Revenue from operations of the Company was C 6,574.84 million and profit before interest, depreciation, tax and exceptional items was at C 104.12 million during the FY 2022-23. 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.

During the year, Kalinganagar Special Steel Private Limited (KSSPL) has issued fresh equity shares consequent to which KSSPL along with its subsidiaries i.e. VISA Ferro Chrome Limited (VFCL) and VISA Special Steel Limited (VSSL) have ceased to be subsidiaries of the Company w.e.f. 25 November 2022.

Scheme of Arrangement for Transfer of Special Steel Business Undertaking

The Scheme of Arrangement between your Company and VISA Special Steel Limited (VSSL) and their respective shareholders and creditors was sanctioned by the Hon'ble National Company Law Tribunal, Cuttack Bench vide an Order dated 8 July 2019 and the Certified Copy of the order was filed with Registrar of Companies on 13 July 2019. Consequently, the Special Steel Business Undertaking (including Blast Furnace, Sponge Iron Plant, Steel Melting Shop and Rolling Mill) including all its assets and liabilities stood transferred to and vested in VSSL effective from the appointed date of 1 April 2013.

However, the Hon'ble Supreme Court vide its ex-parte order dated 17 January 2020 in Civil Appeal (Civil) No 56 of 2020 (State Bank of India vs VISA Steel Ltd & Anr) has directed issuance of notice and in the meantime stayed the aforesaid NCLT Order. Since the NCLT Order had been given effect to and stood implemented by the Company prior to 17 January 2020, the Company is dealing with the aforesaid Civil Appeal before the Hon'ble Supreme Court in consultation with its Advocates.

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.

State Bank of India (SBI) had filed an application before National Company Law Tribunal (NCLT) for initiating Corporate Insolvency Resolution Process (CIRP) under Insolvency and Bankruptcy Code (IBC), which was dismissed by NCLT Cuttack bench. SBI preferred an appeal before National Company Law Appellate Tribunal (NCLAT) New Delhi which has directed NCLT to restore the application and proceed further in accordance with law. The order of NCLAT has been challenged by the Company in the Hon'ble Supreme Court by way of a Civil Appeal and the same has been admitted on 9 September 2021. Oriental Bank of Commerce, since merged with Punjab National Bank, has filed an application before NCLT for initiating CIRP under IBC which was admitted vide NCLT order dated 28 November 2022 and Interim Resolution Professional had been appointed. The NCLT order has been challenged before NCLAT and the matter is pending. Meanwhile, Hon'ble Orissa High Court has stayed the operation of the NCLT order dated 28 November 2022. It is expected that the overall financial health of the Company would improve after debt resolution and improvement in availability of working capital for which the Company plans to raise funds by inducting Investor.

Your Company has been requesting lenders to implement a Resolution as per RBI Guidelines. State Bank of India (Lead Bank) implemented resolution through sale/ assignment of debt to ARCs and has assigned its debt exposure to Assets Care & Reconstruction Enterprise Ltd (ACRE) on 25 May 2023. Several other Banks including Vijaya bank (since merged with Bank of Baroda), SIDBI, Bank of Baroda, Dena Bank (since merged with Bank of Baroda), Indian Overseas Bank, Central Bank of India, UCO Bank and State Bank of Travancore (since merged with State Bank of India) have already implemented Resolution through sale/ assignment of Debt to ARCs (other Banks are also in various stages of implementing Resolution through sale/assignment of Debt to ARCs).

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 acknowledgment of liability by the Company.

Future Outlook

Some of the key risks going forward include high inflation globally, prolonged Russia-Ukraine war, high interest rates and weakness in Chinese economy, especially real estate sector. 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 2023.

TRANSFER TO RESERVES

No amount has been transferred to the General Reserve for the FY ended 31 March 2023.

CHANGE IN NATURE OF BUSINESS

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

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

SHARE CAPITAL

Your Company's paid-up Equity Share Capital is C 1,157,895,000 (Rupees One Hundred Fifteen Crore Seventy-Eight Lac Ninety-Five Thousand only) comprising of 115,789,500 Equity Shares of C 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 57,80,000 Equity Shares of C 10/- each aggregating to 4.99% through open market purchase.

SUBSIDIARIES

As on 31 March 2023, the Company has one subsidiary, Kalinganagar Chrome Private Limited which was incorporated on 1 July 2013.

During the year under review, Kalinganagar Special Steel Private Limited, VISA Ferro Chrome Limited and VISA Special Steel Limited have ceased to be the subsidiaries of the Company with effect from 25th November 2022.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement 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 statement 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 Statement 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 and its subsidiary. The financial statements of your Company and its subsidiary are also available on the website of your Company. In terms of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, Consolidated Financial Statement, 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 2023 and its contribution to the overall performance of your Company during the period under review are tabulated below:

( C in million)

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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, hereinafter termed as SEBI Listing Regulations, as amended from time to time.

Further, the Independent Directors at their separate meeting, held on 14 February 2022 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 timelines of flow of information between your Company's Management and the Board of Directors of your Company.

COMMITTEES OF THE BOARD

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 underformalapprovaloftheBoard.ThereexistsanAuditCommittee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The details of the composition, brief terms of reference, meetings held during the financial year 2022-23, 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 re-appointment. The Board recommends his reappointment, to the members for their approval.

Subsequent to the year end, Mr. Sheo Raj Rai (DIN: 07902184), who was reappointed as Independent Director for his second term of three (3) years on 8 August 2020, retired on 07 August 2023 upon the completion of his second term. Mr. Biswajit Chongdar (DIN: 07571173) was appointed as an Additional Director on the Board of the Company with effect from 07 August 2023. Mr. Chongdar holds office upto the ensuing Annual General Meeting.

Further, Ms. Rupanjana De (DIN: 01560140), who was reappointed as Independent Director for her second term of three (3) years on 26 August 2020, retires on 25 August 2023 upon the completion of her second term. Ms. Ritu Bajaj (DIN: 0216798) was appointed as an Additional Director on the Board of the Company with effect from 24 August 2023. Ms. Bajaj holds office upto the ensuing Annual General Meeting.

Independent Directors have in terms of Section 150 of the Companies Act 2013 read with Rule 6 of Companies (Appointment

& Qualifications of Directors) Rules, 2014 confirmed that they have enrolled themselves in the Independent Directors data bank maintained with Indian Institute of Corporate Affairs. Brief resume of the above Directors, nature of their expertise in their specific functional areas, details of directorships in other companies, the chairmanship / membership of committees of the Board and the skills and capabilities required for the role, as stipulated under Regulation 16 of the SEBI Listing Regulations and Secretarial Standard – 2 issued by the Institute of Company Secretaries of India are given in the Notice for the ensuing Annual General Meeting. In the opinion of the Bord, the Directors are person(s) of integrity and possess relevant expertise and experience.

In accordance with the appointment of these Directors, the Committees of the Board were also reconstituted thereof.

Statement of Declaration

Mr. Dhanesh Ranjan (DIN 03047512), Ms. Rupanjana De (DIN 01560140) and Mr. Sheo Raj Rai (DIN 07902184) have given declarations in accordance with Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Regulation 16 and 25(8) of the SEBI Listing Regulations and have complied with the code of conduct prescribed in Schedule IV to the Companies Act, 2013.

Subsequent to the year end, Mr.Biswajit Chongdar (DIN 07571173) and Ms. Ritu Bajaj (DIN 02167982) have given declarations in accordance with Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Regulation 16 and 25(8) of the SEBI Listing Regulations and have complied with the code of conduct prescribed in Schedule IV to the Companies Act, 2013.

The Nomination & Remuneration policy is hosted on the Company's website at www.visasteel.com.

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 Kumar Singhal continues to be the Chief Financial Officer of your Company and Ms. Amisha Chaturvedi continues to be the Company Secretary and Compliance Officer of your Company.

BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the Board Committees, in due compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The performance evaluation of the Independent Directors was carried out by the entire Board and performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

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

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards respectively, have been duly followed by 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 2023 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 2023, Ms. Rupanjana De, 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 and as is detailed in the Corporate Governance Report forming part of this Annual Report.

All recommendations made by the Audit Committee during the FY 2022-23 were accepted by the Board of Directors of the Company.

CEO / CFO CERTIFICATION

As required under SEBI Listing Regulations, Mr. Vishal Agarwal, Vice Chairman & Managing Director and Mr. Surinder Kumar Singhal, Chief Financial Officer of the Company have certified to the Board regarding the Financial Statements for the year ended 31 March 2023, which is annexed to this Report.

AUDITORS

Statutory Auditors and Auditors Report

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

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

1. Attention is drawn to Para 2 of the Independent Auditors Report regarding Basis of Qualified Opinion. The clarification of the same is provided in Note No. 16B of the Accounts of the Standalone Accounts.

2. Attention is drawn to Para 5 of the Independent Auditors Report regarding Emphasis of Matter related to Scheme of Arrangement. The clarification of the same is provided in Note No. 34 of the Accounts 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. 36 of the Accounts 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. 16 of the Accounts 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. 16B of the Standalone Accounts.

Internal Auditors

In terms of the provisions of Section 138 of the Act, M/s. L B Jha & Co., an Independent Chartered Accountants firm were appointed as Internal Auditors of the Company for FY 2023-24. 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.

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, as its Secretarial Auditor to undertake the Secretarial Audit for FY 2022-23. 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.

The Board has re-appointed M/s. MKB & Associates, Company Secretaries, as Secretarial Auditors of the Company for the financial year 2023-24.

Cost Auditors

As per Section 148 of the Companies Act, 2013, the Board of Directors has appointed, M/s. DGM & Associates, (Registration No.00038), Cost Accountants, Kolkata as Cost Auditors of the Company, to carry out the cost audit of the products manufactured by the Company for the FY ending 31 March 2024. The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records are made and maintained. The filings as prescribed under the provisions of Companies Act, 2013 were done within the due time.

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 27th Annual General Meeting of the Company.

No frauds have been reported during the financial year under review by the Auditors of 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 Auditor 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. 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 2022-23 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 2022-23 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 were audited by M/s. L. B. Jha & Co., Chartered Accountants and a statement giving details of all Related Party Transactions were placed before the Audit Committee for its approval on a quarterly basis. M/s. L. B. Jha

& Co., concluded that all Related Party Transactions entered into during FY 2022-23 by your Company were on Arm's Length Basis and also in the ordinary course of business, to the Audit Committee of the Board of Directors of your Company.

The Related Party Transactions Policy, Policy for determining ‘Material' subsidiaries and Policy on Materiality of RPT as approved by the Board is uploaded on the Company's website at www.visasteel.com. Information on transaction with Related Parties is given in Form AOC-2, Annexure II and the same forms part of this report.

None of the Directors or KMP(s) has any pecuniary relationships or transactions vis-?-vis the Company during FY 2022-23 except as disclosed in Notes to Financial Statement 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 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 notes to the Financial Statement.

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 center 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.

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 to 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 Rules are provided in Annexure IV to this report.

DEPOSITS

The Company has not accepted or renewed any deposits during the year under review.

CORPORATE GOVERNANCE

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. A Report on Corporate Governance & Shareholder Information together with the Auditors' Certificate thereon is annexed as part of the 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 Regulation is presented under a separate section titled "Management Discussion and Analysis" forming part of the Annual Report.

ANNUAL RETURN

The copy of Annual Return shall be available on the website of the Company, i.e. www.visasteel.com.

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 is uploaded on the website of the Company at www.visasteel.com.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee comprises of 3 (three) Directors. As on 31 March 2023, 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. The CSR policy is available on the website of the Company www.visasteel.com.

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.

The CSR Policy is available on the website of the Company ( www.visasteel.com ).

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

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 website of the Company ( www.visasteel.com ).

The salient features of the policy are as below:

• to lay down criteria for identifying persons who are qualified to become Directors and who may be appointed in Senior Management or KMP(s) of the Company; • to lay down the terms and conditions in relation to the appointment of Directors, Senior Management Personnel or KMP and recommend to the Board the appointment and removal of Directors, Senior Management Personnel or KMP(s); • to lay down criteria to carry out evaluation of every Director's performance; • to formulate criteria for determining qualification, positive attributes and Independence of a Director; • to determine the composition and level of remuneration, including reward linked with the performance, which is reasonable and sufficient to attract, retain and motivate Directors, KMP, Senior Management Personnel and other Employees to work towards the long-term growth and success of the Company;

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

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

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has not received any complaint of sexual harassment during the FY 2022-23.

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

ACKNOWLEDGEMENT

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

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

For and on behalf of the Board

Vishal Agarwal

Vice Chairman & Managing Director (DIN: 00121539)

Manoj Kumar

Wholetime Director designated as Director (Kalinganagar) (DIN: 06823891) Kolkata 24 August 2023