Vardhman Special Steels Seeks Shareholder Approval for Director Appointments and ESOP Plan

Vardhman Special Steels Limited (VSSL) has initiated a postal ballot process to seek shareholder approval for three significant proposals, including the appointment of two new Independent Directors and the implementation of an Employee Stock Option Plan (ESOP).

Board Appointments

The company proposes to appoint Mr. Dinkar Gupta and Mr. Nishant Arya as Independent Directors for five-year terms commencing September 25, 2025.

Mr. Dinkar Gupta, 61, brings over three decades of experience in the security domain. He previously served as the Director General of the National Investigation Agency from June 2022 to March 2024 and as Director-General of Police for Punjab from 2019 to 2021.

Mr. Nishant Arya, 39, is the Vice Chairman & MD of the JBM Group, a global conglomerate with interests in electric vehicles, renewable energy, and auto systems. He has been recognized in Fortune India's Best CEOs 2024 list and the Economic Times 40 Under 40.

Employee Stock Option Plan 2025

VSSL is seeking approval for the Vardhman Special Steels Limited Employee Stock Option Plan 2025. Key features of the proposed ESOP include:

Feature	Details
Total Shares	12,00,000 equity shares (approximately 1.24% of total issued capital)
Face Value	Rs. 10 per share
Vesting Period	Minimum of two years
Exercise Period	Two years from the vesting date
Eligibility	Employees and directors (excluding independent directors, promoters, and certain others)

Voting Process

The e-voting period for these resolutions is scheduled as follows:

Event	Date and Time
Commencement of voting	November 11, 2025, 09:00 a.m. IST
End of voting	December 10, 2025, 05:00 p.m. IST
Results Declaration	By December 12, 2025

Shareholders whose names appear in the Register of Members or List of Beneficial Owners as of November 7, 2025 (cut-off date) are eligible to participate in the e-voting process.

These corporate actions reflect VSSL's efforts to strengthen its board with diverse expertise and align employee interests with company growth through the proposed ESOP. Shareholders are encouraged to review the detailed postal ballot notice and cast their votes accordingly.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-0.22%	-1.51%	-7.85%	+1.96%	+5.92%	+431.86%

Vardhman Special Steels Limited (VSSL) has reported a mixed set of results for the second quarter of FY26, with EBITDA growth offsetting lower sales volumes and revenue decline. The company's strategic initiatives and operational improvements have helped maintain profitability despite market challenges.

Financial Performance

VSSL reported the following key financial metrics for Q2 FY26:

Metric	Q2 FY26	Q2 FY25	YoY Change
Sales Volume	55,500 tons	59,000 tons	-5.93%
Revenue	Rs. 432.00 crores	Rs. 494.50 crores	-12.64%
EBITDA	Rs. 56.00 crores	Rs. 48.00 crores	+16.67%
EBITDA per ton	Rs. 10,000	Rs. 8,135	+22.92%
PAT	Rs. 34.50 crores	Rs. 26.00 crores	+32.69%

The company's revenue declined due to lower volumes and price reductions. However, EBITDA increased by 16% year-on-year, with EBITDA per ton reaching Rs. 10,000. The profit after tax (PAT) grew significantly, benefiting from reduced finance costs following Aichi Steel's Rs. 385 crore investment for a 25% stake in the company.

Operational Highlights

VSSL renewed its technical assistance agreement with Aichi Steel for three years, strengthening their partnership.
The company successfully commissioned the Kocks Block, enhancing its production capabilities.
A new reheating furnace is expected to be commissioned by March, which will increase rolling capacity to 2,70,000 tons and reduce job work costs.
VSSL initiated a circular economy project with Maruti Suzuki, buying CRC scrap from Maruti plants to make steel in a closed loop.

Future Outlook

The management expects FY27 volumes to reach around 2,45,000 tons. They maintain an EBITDA guidance of Rs. 8,000-11,000 per ton from the next financial year, indicating confidence in sustained profitability.

Strategic Initiatives

Capacity Expansion: The upcoming reheating furnace will not only increase production capacity but also improve quality and yield, leading to cost savings.
Green Steel Focus: VSSL is positioning itself as a leader in green steel production, which is attracting interest from European OEMs and aligning with global sustainability trends.
Circular Economy: The partnership with Maruti Suzuki on circular economy initiatives may pave the way for similar arrangements with other OEMs, potentially boosting demand and margins.
Forging Business: The company plans to announce details of its new forging business by January, which could open up new revenue streams and enhance its product portfolio.
Export Opportunities: While current exports are limited to 6-8% of revenue, the company is working on approvals that could drive future export growth, particularly as global trade issues resolve.

Challenges and Risks

The company faces ongoing price competition, which it aims to counter through quality improvements and cost reductions.
Global economic factors, such as the weakening Japanese yen, have impacted export volumes to partners like Aichi Steel.
The auto industry's transition towards electric vehicles may require VSSL to adapt its product offerings in the long term.

Vardhman Special Steels Limited's focus on operational efficiency, strategic partnerships, and future-oriented investments appears to be paying off, as evidenced by its improved EBITDA performance. The company's initiatives in green steel and circular economy position it well for future growth in an evolving automotive market. However, investors should monitor the execution of capacity expansion plans and the development of new business lines, as these will be crucial for VSSL's long-term success in a competitive industry landscape.