DIRECTORS’REPORT

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

1. FINANCIAL RESULTS:

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

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 31^st 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 31^st 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
27^th 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.

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. 25^th 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. 25^th 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. 25^th July,
2022.

Their appointments were further approved by
the Members of the Company in the Annual
General Meeting held on 30^th 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. 30^th 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.
25^th 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.
30^th 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. 2^nd 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 11^th 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.

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 31^st March, 2023:

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 detai[s 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 8^th Annua[ Genera[ Meeting
he[d on 27^th September, 2018. Since, their term is
expiring at the ensuing Annua[ Genera[ Meeting, the
Board of Directors in its meeting he[d on 27^th Apri[,
2023, has approved and recommended to the
Shareho[ders 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 conc[usion of 13^th Annua[ Genera[ Meeting.

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
31^st 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 29^th 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 31^st 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

13. 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.

14. 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
31^st 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 31^st March, 2023 and of the profit of the
Company for the year ended on 31^st 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 2^nd
grant of ESOP Plan 2016.

Further, the Nomination and Remuneration
Committee in its meeting held on 23^rd 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 1^st
grant of ESOP Plan 2020.

Further, the Nomination and Remuneration
Committee in its meeting held on 23^rd 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

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.

FOR AND ON BEHALF OF THE BOARD

Place : Ludhiana (RAJEEV GUPTA)

Dated : 27^th April, 2023 Chairman