Meeting Details and Voting Process

The 22nd Annual General Meeting will be held on Saturday, September 12, 2026 at 01:00 PM IST at Manch Auditorium, Raipur, Chhattisgarh. Remote e-voting through CDSL will be available from September 9-11, 2026, with physical voting at the venue for shareholders attending in person. The company has appointed CDSL as the e-voting service provider and Abhishek Jain & Associates as Scrutinizer to ensure transparent voting process.

Proposed Resolutions and Governance Matters

The AGM will consider adoption of audited financial statements for FY26, re-appointment of Mr. Prasant Kumar Mohta as Whole-time Director liable to retire by rotation, re-appointment of Mr. Praveen Somani as Whole-time Director for five years, ratification of Cost Auditors for FY27, and approval of material related party transaction for availing guarantee services from promoter Mr. Vijay Anand Jhanwar for borrowings up to ₹400 crores.

Financial Performance Analysis

Standalone Performance (₹ in Millions)

| Particulars | FY 2025-26 | FY 2024-25 | Change |

| Total Income | 5,966.01 | 4,788.60 | +24.59% |

| Profit Before Tax | 404.10 | 565.65 | -28.56% |

| Profit After Tax | 295.27 | 418.31 | -29.41% |

| EPS (Basic) | ₹8.95 | ₹13.55 | -33.95% |

Consolidated Performance (₹ in Millions)

| Particulars | FY 2025-26 | FY 2024-25 | Change |

| Total Income | 5,966.01 | 4,788.60 | +24.59% |

| Profit After Tax | 320.05 | 440.87 | -27.41% |

| EPS (Basic) | ₹9.70 | ₹14.28 | -32.07% |

The company reported strong revenue growth of 24.59% but experienced significant profit decline due to expansion costs and market conditions.

Expansion Projects and Capital Expenditure

Vraj Iron and Steel undertook substantial expansion during FY26:

  • Commissioned 15 MWP solar power plant on December 18, 2025
  • Commissioned MS Billet Expansion Project on March 27, 2026
  • Enhanced bank facilities from ₹108 crore to ₹128 crore for working capital
  • Property, Plant & Equipment increased to ₹3,504.80 million (FY25: ₹2,497.21 million)
  • Additions to PPE of ₹1,010.39 million during FY26
  • Board approved new integrated steel plant in Bastar, Chhattisgarh with project cost of ₹450 crore
  • Approval for 21 MWP additional solar power plant and new rolling mill at Bilaspur Plant

Shareholding Structure and Corporate Actions

The company has 100% of its shares in dematerialized form. Promoter holding changed significantly due to a Scheme of Amalgamation effective April 1, 2025, transferring VA Transport Private Limited, Kirti Ispat Private Limited, and Utkal Ispat Private Limited into Gopal Sponge and Power Private Limited. Gopal Sponge & Power Private Limited now holds 71.37% (up from 54.52% in FY25).

IPO Proceeds Utilization

The company completed its IPO in FY25 raising ₹1,710 million, which has been fully utilized as per prospectus objects:

  • Prepayment/repayment of term loans: ₹700.00 million
  • Capital expenditure - Expansion Project: ₹595.00 million
  • General corporate purposes: ₹231.00 million
  • IPO Issue Expenses: ₹184.00 million

Operational Metrics and Capacity Utilization

| Product | Installed Capacity | Production FY26 | Capacity Utilization |

| Sponge Iron | 235,500 MTPA | 191,464.00 MT | 81.30% |

| MS Billets | 210,600 MTPA | 48,851.20 MT | 23.20% |

| TMT Bars | 54,000 MTPA | 36,229.90 MT | 67.09% |

Related Party Transactions and Associate Performance

Significant transactions with related parties included purchase of raw materials ₹41.36 million and sale of finished products ₹87.19 million with Gopal Sponge & Power Private Limited (Holding Company), and management services ₹60.00 million with Vraj Metaliks Private Limited (Associate). Investment in Vraj Metaliks Private Limited stood at ₹380.89 million (49.9% ownership) with share of profit of ₹24.78 million for FY26.

Compliance and Regulatory Matters

The company maintained compliance with SEBI LODR Regulations, Companies Act, 2013, and received clean audit reports from Statutory Auditors, Secretarial Auditors, and Cost Auditors. Contingent liabilities totaled ₹516.14 million including tax demands and guarantees. CSR expenditure was ₹9.14 million against requirement of ₹13.20 million.

Legal Proceedings and Risk Factors

Ongoing legal matters include a trademark infringement suit filed by Viraj Profiles Private Limited claiming damages of ₹150 million and a Special Civil Application challenging Regional Director's order permitting the company to retain its name. Both matters are sub judice.

Board Composition and Management

The Board comprised 3 Executive Directors and 3 Non-Executive Independent Directors as of March 31, 2026. Key Managerial Personnel included Mr. Vijay Anand Jhanwar (Managing Director), Mr. Prasant Kumar Mohta (Whole-time Director), Mr. Praveen Somani (Whole-time Director), Mr. Shriram Verma (CFO), and Mrs. Priya Namdeo (Company Secretary). The company conducted 9 Board meetings during FY26 and maintained proper internal financial controls.