DIRECTORS' REPORT

Your directors have pleasure in presenting the 35^th Annual Report on the Business and Operations of your Company ("the
Company") together with the Audited Financial Statements and the Auditors' Report thereon for the Financial Year ended on
March 31, 2026.

1. FINANCIAL RESULTS AT A GLANCE

The summarized Financial Performance/highlights of the Company (standalone) for the year ended on March 31, 2026 is as
under:

Note:

1. Previous Year figures have been regrouped/ re-arranged wherever necessary.

2. These audited financial results for the year ended March 31, 2026 and the financial results for all the periods presented
have been prepared as per "IND AS" in accordance with the recognition and measurement principal as stated therein.

During the year under review on the basis of standalone
Financial Statement the Company's total revenue from
operations during the financial year ended March 31,
2026 were ' 1,00,696.37 Lakh as against ' 93,193.27 Lakh
of the previous year over the corresponding period with
total expenses of ' 94,451.60 Lakh as against previous
year of ' 88,139.49 Lakh. The company has made Profit
before Exceptional Items, Extraordinary Items and Tax
Expense of ' 6,635.11 Lakh as against. ' 5,463.93 Lakh in
the previous year. The Company has made Net Profit of '
4,981.84 Lakh as against ' 3,985.14 Lakh of the previous
year.

The EPS of the Company for the year 2025-26 is ' 7.17.

The Board of Directors is satisfied with the Financial
Performance of your Company and assure that all
necessary actions will be initiated for further increasing
the income and profitability of the Company in the years
to come.

2. STATE OF COMPANY'S AFFAIRS

Your company is engaged into the business of
manufacturing of stainless-steel products comprising
of billets, forging ingots, rolled bars (both black and

bright), flat patti and other ancillary products . We offer
our products in more than eighty (80) diverse grades of
stainless steel.

Operating Result

During the year under review, company made Total
Income of ' 1,01,086.70 Lakhs as against ' 93,603.41
Lakhs in the previous year. The company has made
Profit/loss before depreciation, Finance, Costs,
Exceptional items and Tax Expense of ' 6,635.11
Lakhs as against profit of ' 5,463.93 Lakhs in the previous
year in the financial statement.

Your Company made net profit of ' 4,981.84 Lakhs as
against ' 3,985.14 in the previous year in the financial
statement.

Segment reporting

Your Company is operating into a single segment of
manufacturing of Stainless Steel (SS) products such as
Billets, Ingots, rolling of SS Flat and Round Bars, Bright
Bars, with its fully integrated infrastructure.

Our sale network is designed to facilitate the nationwide
sale of our products in India. We currently sell our products
in thirteen states and two union territories through direct

sales and our dealer distribution network. We generate
significant revenue from operations in the western and
northern states of India.

3. CHANGE IN NATURE OF BUSINESS

During the year, the Company has not undergone for any
change in nature of business or objects of the Company
and it continues to be in the same line of business as per
main objects of the company.

4. DIVIDEND

The Board of Directors of your company have
recommended a Dividend of ' 0.50/- (Fifty Paise Only)
(5%) per share of ' 10/- each (previous year-Nil) each
for the financial year ended March 31, 2026, subject to
approval of Members in the ensuing Annual General
Meeting. The dividend would be paid out of the profits for
the year.

The Record date for the purpose of payment of the dividend
and the 35^th AGM for the Financial Year ended on March
31, 2026, is Wednesday, September 16, 2026. Pursuant
to Regulation 43(A) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Company does not fall under top 1000
Listed Companies by market capitalization as on 31^st
March, 2026 and hence the requirement for adopting
the Dividend Distribution Policy is not applicable to the
Company.

5. AMOUNTS TRANSFERRED TO RESERVES

During the year under review, no transfer is proposed
to the General Reserve, an amount of ' 4,981.84 Lakhs
(Surplus) is proposed to be retained as Surplus in the
Statement of Profit and Loss.

6. INITIAL PUBLIC OFFER ('IPO') CUM OFFER FOR
SALE (OFS)

During the year ended March 31, 2026, the Company has
completed its Initial Public Offer ("IPO") of 2,09,00,000
equity shares of face value of ' 10/- each comprising of
(i) fresh issue of 1,46,50,000 Equity Shares of face value
of '10 each aggregating to '17,873.00 lakhs; (ii) an offer
for sale of 62,50,000 Equity Shares of face value of '10
each aggregating to '7,625.00 lakhs. The equity shares
of the Company were listed on Bombay Stock Exchange
Limited ("BSE") and National Stock Exchange of India
Limited ("NSE") on March 19, 2026.

The Management is thankful to Securities Exchange
Board of India ("SEBI") and all other statutory authorities
for allowing IPO cum Offer for sale and also thankful to the
Investors for reposing trust in the Company.

7. SHARE CAPITAL & CHANGE IN SHARE CAPITAL
• Authorised Capital

The Authorised Share Capital of the Company is

' 100 Crores.

• Paid-up Share Capital

The Paid-up Equity Share Capital as at the beginning
of the Financial Year 2025-26 was ' 68,91,76,580.
The Paid-up Equity Share Capital as on March
31, 2026 was '83,56,76,580. Subsequent to the
completion of the Initial Public Offer ("IPO") including
both Fresh issue and offer for sale, the paid-up
equity share capital of the Company increased from
' 68,91,76,580 to ' 83,56,76,580.

During the year under review, the Company have
issued equity shares to respective bidders at an
issue price of ' 122 per equity shares, including a
share premium of ' 112 per equity share through
Initial Public Offer (IPO).

Issued, Subscribed and Paid-up share capital of the
Company is ' 83,56,76,580 (Rupees only) divided
into 8,35,67,658 (Eight Crore Thirty-Five Lacs Sixty-
Seven Thousand Six Hundred Fifty-Eight) Equity
Shares of ' 10/- (Rupees Ten Only) each.

During the year under review, the Company has
not issued shares with differential voting rights
nor granted stock options or sweat equity. Your
Company has not issued any Bonus Shares during
the year under review. Your Company has not
bought back any of its securities during the year
under review.

8. TRANSFER OF SHARES AND UNPAID/
UNCALIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies
Act, 2013, read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 ("IEPF Rules"), all the unpaid or unclaimed
dividends are required to be transferred to the IEPF
established by the Central Government, upon completion
of seven (7) years.

Further, according to the Investor Education &
Protection Fund ("IEPF") Rules, the shares in respect
of which dividend has not been paid or claimed by the
Shareholders for seven (7) consecutive years or more
shall also be transferred to the demat account created by
the IEPF Authority.

During the year under 2025-26, the Company was not
required to transfer the equity shares/unclaimed dividend
to Investor Education and Protection Fund (IEPF) pursuant
to provisions of Section 124 & 125 of the Companies Act,
2013.

Your Company does not have any unpaid or unclaimed
dividend or shares relating thereto which is required to be
transferred to the IEPF as on the date of this Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL ( KMPs)• Board of Directors and KMPs

During the financial year 2025-26 the Board of Directors of the Company are as under:

* Re-appointed for three (3) years effective from April 01, 2024 to March 31, 2027 liable to retire by rotation, at the Extra
Ordinary General Meeting of the Members of the Company.

^A Respected Directors appointed (w.e.f 12^th June, 2024) by Board of Directors at their meeting held on 12^th June, 2024
as approved by the members of the Company by passing the Special Resolution at its Extra Ordinary General Meeting
held on 10^th July, 2024.

All Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold
high standards of integrity for the purpose of Rule 8(5) (iii a) of the Companies Act,2013.

• Key Managerial Personnel as on 31^st March, 2026

• Retirement by Rotation

Mr. Babulal Deepchand Mehta, Whole¬
time Director of the Company, being liable
to retire by rotation offers himself to be
reappointed. The resolutions proposing the
reappointment of the Director is set out in the
notice convening Annual General Meeting for
approval of members. The Board recommends
for approval of the same. Brief resume of the
director who is proposed to be reappointed
at the ensuing Annual General Meeting is
provided in the notice convening the Annual
General Meeting of the Company.

Brief particulars and expertise of the directors
to be re-appointed/appointed have been given
in the annexure to the Notice of the Annual
General Meeting.

• Declaration by the Independent directors

The Company has received declarations from
the Independent Directors of the Company that
they meet with the criteria of independence as
prescribed under Sub- section (6) of Section
149 of the Companies Act, 2013 in compliance
of Rule 6(1) and (3) of Companies (Appointment
and Qualifications of Directors) Rules, 2014
as amended from time to time and there has
been no change in the circumstances which
may affect their status as independent director
during the year and they have complied with
the code of conduct for Independent Directors
prescribed in Schedule IV of the Companies
Act, 2013.

During the year under review, the Non-Executive
Directors/Independent Directors of the Company
had no pecuniary relationship or transactions with
the Company.

In the opinion of the Board, there has been no
change in the circumstances which may affect their
status as Independent Directors of the Company and
the Board is satisfied of the integrity, expertise, and
experience (including proficiency in terms of Section
150(1) of the Act and applicable rules thereunder) of
all Independent Directors on the Board.

• Disclosure by directors

The Directors on the Board have submitted requisite
disclosure under Section 184(1) of the Companies
Act, 2013 & declaration of non-disqualification
under Section 164(2) of the Companies Act, 2013
and Declaration as to compliance with the Code of
Conduct of the Company.

• Performance Evaluation

Pursuant to the provisions of the Companies
Act, 2013, and Regulation 17(10) of the SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015, the Board has carried out
an annual performance evaluation of its own
performance. This evaluation covers various aspects
of the Board's functioning such as adequacy of the
composition of the Board, Board culture, execution
and performance of specific duties, obligations and
governance.

The performance of the Board is evaluated based
on composition of the Board, its committees,

performance of duties and obligations, governance
issues etc. The performance of the committees is
evaluated based on adequacy of terms of reference
of the Committee, fulfilment of key responsibilities,
frequency and effectiveness of meetings etc. The
performance of individual Directors and Chairman
was also carried out in terms of adherence to
code of conduct, participation in board meetings,
implementing corporate governance practices etc.
the details of Board evaluation process have been
provided under the Corporate Governance Report.

• Familiarization Programmes for Board Members

The details of Programmes for familiarization of
Independent Directors with the Company, their roles,
rights, responsibilities in the Company, nature of the
industry in which the Company operates, business
model of the Company and related matters are put
up on the website of the Company at the web link:
https://www.rajputanastainless.com/investor-
relations/cA==/Policies-ft-Programmes

• Nomination & Remuneration Policy

The Company's policy for appointment of
Directors, Key Management Personnel and Senior
Management employees and their remuneration
and other matters provided in Section 178(3) of
the Act is available on the website of the Company
athttps://www.rajputanastainless.com/investor-
relations/cA==/Policies-ft-Programmes

The details of Nomination & Remuneration Policy
form part of the Corporate Governance Report of this
Annual Report.

10. NUMBER OF MEETINGS OF THE BOARD AND
ITS COMMITTEES

During the year under review, 31 meetings of the Board
of Directors of the Company were convened and held.
The detailed information on the meeting of the Board
and its various Committee Meetings are included in
the Corporate Governance Report forming part of this
report. The Company has complied with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India.

11. AUDIT COMMITTEE

The Company has constituted Audit Committee. The
board of directors has entrusted the Audit Committee
with the responsibility to supervise these processes and
ensure accurate and timely disclosures that maintain
the transparency, integrity and quality of financial
control and reporting. As provided in Section 177(8) of
the Companies Act, 2013, the information about Audit
Committee is given in the Corporate Governance Report.
As at March 31, 2026, Mr. Kushal Kamlesh Brahmkshatriya
a non- executive Independent Director is the Chairman
Mr. Prashant Bharatkumar Patel and Mr. Jayesh Natwarlal
Pithva are the members of the Committee.

During the year, the Board has accepted all
recommendations of Audit Committee and accordingly
no disclosure is required to be made in respect of
non-acceptance of the recommendation of the Audit
Committee by the Board. The composition of Audit
Committee and other details are given in the Corporate
Governance Report.

12. CHANGES IN KEY MANAGERIAL PERSONNEL

During the year under review, there are no changes in the
Key Managerial Personnel.

13. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013
the Board of Directors of the Company confirms that-

a. In the preparation of the annual accounts for the year
ended March 31, 2026, the applicable accounting
standards have been followed along with proper
explanation relating to material departures if any;

b. The directors had 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 March 31, 2026 and of the profit and
loss of the company for the year ended on that date;

c. The directors had 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. They have prepared the annual accounts on a going
concern basis;

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

14. UTILISATION OF IPO PROCEEDS

Your Company is utilising IPO proceeds as per the objects
stated in the Prospectus of the Company and pursuant to
Regulation 32 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended ("SEBI Listing
Regulations") during the period under review, there
was no deviation/ variation in utilisation of funds raised in
respect of the Initial Public Offering of the Company.

The Company has appointed Care Ratings Limited as
Monitoring Agency in terms of Regulation 41 of the
Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018 as

amended from time to time, to monitor the utilisation of
IPO proceeds and the Company has obtained monitoring
report for the Quarter ended March 31, 2026 and will
obtain the monitoring report from the Monitoring Agency
from time to time.

The Company has submitted the statement(s) and report
obtained from monitoring agency as required under
Regulation 32 of the SEBI Listing Regulations to both the
exchanges where the shares of the Company are listed.
The report obtained from monitoring agency was also
placed before the Audit Committee and the Board.

15. CORPORATE GOVERNANCE REPORT

The Company has complied with the Corporate
Governance requirements under the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

A report on Corporate Governance together with the
certificate of the statutory auditors confirming compliance
with the conditions of Corporate Governance as stipulated
in Regulation 34(3) read with Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 is enclosed as a part of this report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34(2) (e) read with
Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Management
Discussion and Analysis is enclosed as a part of this report.

17. GENERAL MEETINGS

During the financial year ended 31^ST March, 2026
Annual General Meeting of the Company was held on
30^TH September, 2025. Company had conducted Extra
Ordinary General Meetings which were held on 22^nd April,
2025, 14^th May,2025 & 18^th February,2026 .

18. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint
venture or an Associate Company during the year under
review.

19. CORPORATE SOCIAL RESPONSIBILITY

The Company believes Corporate Social Responsibility
(CSR) is a way of creating shared value and contributing
to social and environmental good.

CSR Committee is constituted by the Board with effect
from 12^th June, 2024.

The Board has formulated a Corporate Social
Responsibility Policy (CSR Policy) indicating the
activities to be undertaken by the Company CSR Policy
is available on the website of the Company athttps://
www.rajpiitanastainless.com/investor-relations/cA==/
Policies-ft-Programmes

The Annual Report on CSR Activities during the financial
year 2025-26 forming part of this Board's Report is
annexed herewith as "Annexure- 1" to this report.

20. RELATED PARTY TRANSACTIONS

All the related party transactions that were entered during
the financial year ended on 31^st March, 2026 were in
the ordinary course of business of the Company and
were on arm's length basis. and is in compliance with the
applicable provisions of the Act There were no materially
significant related party transactions entered by the
Company with its Promoters, Directors, Key Managerial
Personnel or other persons which may have potential
conflict with the interest of the Company.

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.

Details of related party transactions entered into by the
Company; in terms of Ind AS-24 for the financial year
2025-26 is given in notes of the financial statements,
forming part of this Annual Report.

Form AOC- 2 as required under Section 134(3)(h) of the
Companies Act,2013 read with rule 8(2) of the Companies
(Accounts) Rules, 2014 is attached as "Annexure-2'' of
this Director Report.

In line with the requirements of the Act and the SEBI
Listing Regulations, the Company has formulated a
Policy on Related Party Transactions. The Policy can be
accessed on the Company's website athttps://www.
rajputanastainless.com/investor-relations/cA==/
Policies-ft-Programmes

21. AUDITORS
STATUTORY AUDITORS:

The members of the Company at the 30^th Annual
General Meeting ("AGM") held on 2021, had approved
appointment of M/s. RUPAREL & BAVADIYA, Chartered
Accountants (FRN-126260W& Peer Review Certificate
No.-015292) as Statutory Auditors of the Company for
a term of five consecutive years commencing from
the conclusion of the 30^th AGM to hold office till the
conclusion of the AGM to be held for the financial year
2025-26.

Based on the recommendation of Audit Committee
and board of directors of the company, it is proposed
to reappoint M/s. RUPAREL & BAVADIYA, Chartered
Accountants (FRN-126260W & Peer Review Certificate
No.-015292) as Statutory Auditors of the Company for
a term of five consecutive years commencing from
the conclusion of 35^th AGM and to hold office till the
conclusion of the 40^th AGM to be held for the financial
year 2030-31, at such remuneration as may be determined
by the Board of Directors of the Company in consultation
with the Auditors M/s. RUPAREL & BAVADIYA, Chartered
Accountants, Vadodara.

The Company has received a written consent and
eligibility certificate from the said Auditors to the
effect that their re-appointment, if made, would be in
accordance with the provisions of Section 139, 141 and
other applicable provisions of the Companies Act, 2013
and the rules framed thereunder.

The audited financial results for the year ended March
31, 2026, have been prepared in accordance with the
recognition and measurement principles as stated in
Indian Accounting Standards ("Ind AS") therein. The
Notes to the financial statements referred in the Auditors'
Report are self-explanatory and therefore do not call for
any comments under Section 134 of the Companies Act,
2013.

The report given by the Statutory Auditors on the financial
statements of the Company is a part of this Annual Report.
There were no qualifications, reservations or adverse
remarks made by the Auditors in their report.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 204 of the Companies
Act, 2013, the Board considered the recommendation of
the Audit Committee and recommends for your approval,
the appointment of M/s Kavita Khatri & Associates,
Company Secretaries (Membership No.- F13898 and
Peer Review Certificate No.- 2795/2022), as Secretarial
Auditor of the Company for a term of 5 consecutive years.
She is eligible for the said appointment and has furnished
necessary certificate of her eligibility and consent to act
as the Secretarial Auditors of the Company. Accordingly,
a resolution seeking appointment of M/s Kavita Khatri &
Associates as Secretarial Auditors is provided at item no. 6
of the Notice of Annual General Meeting.

The Secretarial Audit Report as issued by the Secretarial
Auditor in Form No. MR-3 for the financial year 2025-26
is annexed herewith as "Annexure-3" and forms integral
part of this Annual Report. There are no qualifications,
reservations, adverse remarks or disclaimers made by the
Secretarial Auditors, in their Audit Report for the financial
year 2025-26.The remarks made are self-explanatory.

The report given by the Secretarial Auditor is a part of this
Annual Report. Auditors' Report are self-explanatory and
therefore do not call for any comments.

COST AUDITOR:

Pursuant to Section 148 of the Companies Act, 2013,
read with The Companies (Cost Records and Audit)
Amendment Rules, 2014, the cost audit records
maintained by the company in respect of its 'Stainless
Steel' business is required to be audited. On the
recommendation of the Audit Committee the Board had
appointed M/s. Y S Thakar & Co., Cost Accountants,
Vadodara as the Cost Auditor for auditing cost accounts
of the Company for the financial year 2026-2027 on such
terms, conditions and remuneration as decided between
Cost Auditor and the Board of Directors of the company.

As required under the Companies Act, 2013, a resolution
seeking members' approval for the remuneration payable
to the Cost Auditor forms part of the Notice convening the
Annual General Meeting for their approval.

INTERNAL AUDITOR:

M/s. JAIN & HINDOCHA, Chartered Accountants,(Firm
Registration No.: 103868W), member firm of KKC Network
were appointed as an Internal Auditor of the Company for
the financial year 2025-26.

On recommendation of the Audit Committee the Board
has reappointed M/s. Jain & Hindocha as an Internal
Auditor for the financial year 2026-27.

22. DIRECTORS' RESPONSE ON AUDITORS'
QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMER MADE BY
THE AUDITOR

There is a no qualification or Disclaimer of Opinion in
the Auditor's Report on the Financial Statements to the
shareholders of the Company made by the Statutory
Auditors in their Auditors.

23. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Auditors have not
reported any instances of fraud under Section 143(12)
of the Act, committed against the Company by its officers
or employees, to the Audit Committee or the Board, the
details of which would be required to be mentioned in the
Directors' Report.

24. COST AUDIT

The Company has maintained such accounts and
records as per the provisions of the Companies Act,2013
and rules made there under and the filing of Cost Audit
Report for the financial year ended 31^st March, 2026 with
the Ministry of Corporate Affairs in XBRL Mode shall take
place as per the provisions of the Companies Act, 2013.

25. ANNUAL RETURN

In accordance with Sections 134(3)(a) & 92(3) of
the Companies Act, 2013 read with Rule 12(1) of the
Companies (Management and Administration) Rules,
2014, The annual return in Form No.MGT-7 for the
financial year 2025-26 will be available on the website
of the Company (www.rajputanastainless.com). The
due date for filing annual return for the financial year
2025-26 is within a period of sixty days from the date
of annual general meeting. Accordingly, the Company
shall file the same with the Ministry of Corporate Affairs
within prescribed time and a copy of the same shall be
made available on the website of the Company (www

rajputanastainlesss.com) as is required in terms of Section
92(3) of the Companies Act, 2013.

Link for the Annual Return of the Company-
https://www.rajputanastainless.com/investor-relations/
anM=/Anniial-Retiirns

26. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The Company has not acquired by way of subscription
purchase or otherwise, the securities of any other body
corporate exceeding sixty percent, of its paid-up share
capital, free reserve and securities premium account or
one hundred percent of its free reserves and securities
premium account whichever is more. The company has
not made any investments, given guarantees, or provided
securities during the financial year under review. However,
the company has given loan during the financial year.
Therefore, company has complied with the provisions of
Section 186 of the Companies Act, 2013 and details of
the same has been given in the notes 5 to the Financial
Statements.

27. MATERIAL CHANGES AND COMMITMENTS

During the year ended March 31, 2026, the Company has
completed its Initial Public Offer ("IPO") of 2,09,00,000
equity shares of face value of ' 10/- each comprising of
(i) fresh issue of 1,46,50,000 Equity Shares of face value of
'10 each aggregating to '17,873.00 lakhs.

Further no any other material changes and commitments
affecting the financial position of the Company occurred
between the end of the financial year to which these
financial statements relate to the date of this Director's
Report.

28. VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act,
2013, the company has established Vigil Mechanism for
directors and employees to report genuine concerns till
date. The Company formulated a Vigil Mechanism policy
for establishing the vigil mechanism to safeguard the
interest of its stakeholders. Directors and employees can
freely communicate and address to the Company their
genuine concerns in relation to any illegal or unethical
practice being carried out in the Company.

The Company is committed to principles of professional
integrity and ethical behavior in the conduct of its
affairs. The Whistle-blower Policy provides for adequate
safeguards against victimisation of director(s) /
employee(s) who avail of the mechanism and also
provides for direct access to the Chairperson of the
Audit Committee. It is affirmed that no person has been
denied access to the Audit Committee. The Compliance
officer and Audit Committee is mandated to receive the
complaints under this policy. The Board on a yearly basis
is presented an update on the whistleblower policy. The
Policy ensures complete protection to the whistle-blower
and follows a zero-tolerance approach to retaliation or

unfair treatment against the whistle-blower and all others
who report any concern under this Policy. During the year
under review, the Company did not receive any complaint
of any fraud, misfeasance etc. The Company's Whistle
Blower Policy (Vigil Mechanism) has also been amended
to make employees aware of the existence of policies and
procedures for inquiry in case of leakage of Unpublished
Price Sensitive Information to enable them to report on
leakages, if any, of such information.

29. INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY

Your Company has laid down the adequate Internal
Control System with set of standards, processes and
structure which enables to implement internal financial
control across the Organization and ensure that the same
are operating effectively.

The Internal Auditor monitors and evaluates the efficacy
and adequacy of internal control system in the Company,
its compliance with the operating systems, accounting
procedures and policies of the Company. Significant audit
observation and corrective actions thereon are presented
to the Audit Committee of the Board.

30. HUMAN RESOURCE

Success of the Company depended on the human
resource of the Company. The Company undertakes
several initiatives to enhance the employee experience
and improvement in the productivity, efficiency and
quality.

Number of Employees as on the closure of financial
year

There were total 385 employees in the Company during
the year under review it includes 377 Males, 8 Females.

31. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the
Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Companies (Appointment and
Remuneration of Managerial Personnel) Amendments
Rules, 2016, as amended from time to time, in respect
of Directors / employees of the Company is set out in
"Annexure-4" to this report.

32. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION

The Information on conservation of energy, technology
absorption, foreign exchange earnings and out go,
which is required to be given pursuant to the provisions
of section 134(3)(m)of the Companies Act, 2013, read
with Rule 8(3) of Companies (Account) Rules, 2014, is
annexed herewith as "Annexure-5" to this Report.

33. RISK MANAGEMENT

The Company has the risk assessment and mitigation
procedures in place.

The Company is aware of the risks associated with the
business. It regularly analyses and takes corrective
actions for managing/mitigating the same.

The Company has framed a formal Risk Management
Policy for risk assessment and risk minimization which is
periodically reviewed to ensure smooth operation and
effective management control. The Audit Committee also
reviews the adequacy of the risk management framework
of the Company, the key risks associated with the business
and measures and steps in place to minimize the same.

The provisions of Regulation 21 of SEBI (LODR)
Regulations, 2015 relating to Risk Management
Committee are not applicable to the Company.

34. DEPOSITS

During the year under review, the Company has neither
invited nor accepted any deposits from the public under
Section 76 and Chapter V of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules,
2014.

35. CREDIT RATING

The Rating Agency Crisil Ratings Limited has upgraded
the ratings to the bank loan facilities of the Company vide
its communication dated July 03, 2026.

36. INSURANCE

The assets of your company are adequately insured.

37. COMPANY'S POLICY RELATING TO
DIRECTORS' APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR
DUTIES

The Company has formed Nomination and Remuneration
Committee which has framed Nomination and
Remuneration Policy. The Committee reviews and
recommends to the Board of Directors about remuneration
for Directors and Key Managerial Personnel and other
employee up to one level below of Key Managerial
Personnel. The Company does not pay any remuneration
to the Non-Executive Directors of the Company other
than sitting fee for attending the Meetings of the Board
of Directors and Committees of the Board. Remuneration
to Executive Directors is governed under the relevant
provisions of the Act and approvals.

The Company has devised the Nomination and
Remuneration Policy for the appointment, re-appointment
and remuneration of Directors, Key Managerial. All the
appointment, re-appointment and remuneration of
Directors and Key Managerial Personnel are as per the
Nomination and Remuneration Policy of the Company.

For Board of Directors and Senior Management Group.
The Board of Directors of the Company has laid down a
code of conduct for all the Board Members and Senior
Management Group of the Company. The main object
of the Code is to set a benchmark for the Company's
commitment to values and ethical business conduct and
practices. Its purpose is to conduct the business of the
Company in accordance with its value systems, fair and
ethical practices, applicable laws, rules and regulations.
Further, the Code provides for the highest standard of
professional integrity while discharging the duties and
to promote and demonstrate professionalism in the
Company.

All the Board Members and Senior Management Group of
the Company have affirmed compliance with the code of
conduct for the financial year ended on March 31, 2026.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE COURTS/REGULATORS

During the year under review, there were no significant
and/or material orders passed by any Court or Regulator
or Tribunal, which may impact the going concern status
or the Company's operations in future.

The Board of Directors confirms that there were no orders
passed by any Regulators, Courts or Tribunals during the
reporting period which have a material impact on the
Company's business, financial position or going concern
status.

Routine litigation and departmental proceedings not
having material impact on going concern status have not
been considered for this disclosure However, Members'
attention is drawn to the statement on contingent
liabilities, commitments in the notes forming part of the
Financial Statements.

The Company has filed two applications for compounding
of offences on a suo moto basis under Section 441 of
the Companies Act, 2013, after making good both the
offences, as detailed below:

1. An application under Section 441 of the Companies
Act, 2013 (corresponding to erstwhile Section 621A
of the Companies Act, 1956), seeking compounding
of the offence for violation of the provisions of Section
383A of the Companies Act, 1956 (corresponding to
Section 203 of the Companies Act, 2013).

2. An application under Section 441 of the Companies
Act, 2013, seeking compounding of the offence
for violation of the provisions of Section 203 of the
Companies Act, 2013.

The Company has paid the entire penalty amount as
imposed by the Regional Director, North West Region,
Gujarat. Both the e-Forms GNL-1 filed in this regard have
been approved, and interim orders have been passed
by the Regional Director on 24.03.2025 and Final orders
have been passed by the Good office of Regional Director
on 15^TH April 2025. Accordingly, the aforesaid matters
have been duly complied with and concluded pursuant
to the orders passed by the Office of the Regional Director.

39. SEXUAL HARRASMENT POLICY

The Company has a Policy on Prohibition, Prevention and
Redressal of Sexual Harassment of Women at Workplace
and matters connected therewith or incidental thereto
covering all the aspects as contained under the "The
Sexual Harassment of Women at Workplace (Prohibition,
Prevention and Redressal) Act, 2013 and the rules framed
thereunder." Up till date, the Company has not received
any complaint under the Policy.

During the year under review, the Company has not
received any complaint on sexual harassment, hence no
complaint was disposed of and/or remains pending for
more than 90 days as of March 31, 2026.

Further, your company has setup an Internal Complaint
Committee ("ICC") to redress complaints received
regarding sexual harassment.

Your Company provides equal opportunities and is
committed to creating a healthy working environment
that enables our Minds to work with equality and without
fear of discrimination, prejudice, gender bias or any form
of harassment at workplace.

40. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had revised
the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and Secretarial Standards on General
Meetings (SS-2) with effect from October 1, 2017.
The Company has devised proper systems to ensure
compliance with Secretarial standards and its provisions
and is in compliance with the same.

41. INDUSTRIAL RELATIONS

The Directors are pleased to report that the relations
between the employees and the management continued
to remain cordial during the year under review.

42. INSOLVENCY AND BANKRUPTCY CODE

There is no application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year.

The 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 the reasons thereof is not
applicable to the Company.

43. OTHER DISCLOSURES

Your Directors state that there being no transactions with
respect to following items during the year under review,
no disclosure or reporting is required in respect of the
following matters:

1. There was no change in the nature of business of the
Co|mpany as stipulated under sub-rule 5(ii) of Rule 8
of Companies (Accounts) Rules, 2014.

2. No Deposits from the public falling within the ambit
of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.

3. No Issue of equity shares with differential rights as to
dividend, voting or otherwise.

4. No Issue of shares (including sweat equity shares) to
employees of your Company under any scheme.

5. No receipt of remuneration or commission by the
Managing Director nor the Whole-time Directors of
your Company from its subsidiaries.

6. No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the
going concern status and Company's operations in
future.

7. No Buy-back of shares or financial assistance under
Section 67(3).

8. No application was made or any proceeding is
pending under the Insolvency and Bankruptcy
Code, 2016.

9. Particulars of valuation done at the time of one-time
settlement and valuation done while taking loan
from the banks or Financial Institutions.

There were no instances of any one-time settlement
against loan taken from Banks or Financial
Institutions.

10. Disclosure under Maternity Benefit Act, 1961

The company is committed to create and maintain
supportive work environment that upholds the rights
& welfare of its women employees in accordance with
applicable laws including the Maternity Benefit.

In compliance with Rules 8(5)(xiii) of the Companies
(Accounts) Rules, 2014, as amended by the Companies
(Accounts) Second Amendment Rules, 2025 (effective

July, 14, 2025), the Board hereby confirms that the Company has fully complied with all applicable provisions of the Maternity
Benefit Act, 1961.

44. ACKNOWLEDGEMENTS

The Board of Directors greatly appreciates the commitment and dedication of employees at all levels who have contributed
to the growth and success of the Company. We also thank all our clients, vendors, investors, bankers and other business
associates for their continued support and encouragement during the year. We also thank the Government of India,
Government of Gujarat, Ministry of Commerce and Industry, Ministry of Finance, Customs and Excise Departments, Income
Tax Department and all other Government Agencies for their support during the year and look forward to their continued
support in future.

For and on behalf of the Board of Directors
RAJPUTANA STAINLESSS LIMITEDShankarlal Deepchand Mehta Jayesh Natvarlal Pithva

Date :August 12, 2026 Chairman & Managing Director Director

Place: Kalol DIN 02656381 DIN: 01531196