DIRECTORS' REPORT

Your Directors have pleasure in presenting the 54^th Annual Report on the business and operations of your Company together with the
Audited Financial Statements of the Company for the financial year ended March 31, 2025.

1 FINANCIAL RESULTS-

During the year under review, the Company has achieved total revenue of INR 50,543.39 Lakh as against previous year of INR
49,628.32 Lakh. The Company has achieved EBIDTA of INR 2,431.10 Lakh as against previous year of INR 2,424.91 Lakh. The
Company expects to do better if there is an improvement in overall industrial scenario.

STATE OF COMPANY’S AFFAIR

The Company operated in the single segment i.e., steel and steel related products.

The Company undertook following capex to upgrade its manufacturing facilities-
S Upgraded its Wire Rod Mill initiate by installing cantilever stands.

S Implementing Direct Charging of Steel Billets into rolled products. The said technology is one of its unique kind for
Stainless Steel Rolled Products in long segment.

S Accredited with the License / Permission(s) from Bureau of Indian Standards for the following:

> Stainless Steel Reinforcement Rebars.

> TMT Rebars of Grade Fe 500 , Fe 550 and Fe 550 D of various dimensions..

S In line with Company’s efforts to reduce the carbon footprint, Company has utilized more than 10% of Green Power
(renewable sources) through open access for its manufacturing unit and committed to increase the consumption of green
power.

S To save and serve Mother Earth, Company adopted village ponds in surrounding areas to recharge water.

S Company and its employees, workers actively participated in the plantation drive.

During the period under review Company manufactured 47,440.040 MT rolled products (out of which 193.435 MT was for Job
Work) as against the 59,488.595 MT rolled products (out of which 11,181.490 MT was for Job Work) of corresponding period
of previous year.

The Company availed credit facilities to the tune of Rs. 40.06 Crores from Kotak Mahindra Bank Limited in the form of O.D /
Term Loan during the Financial Year 2024-25.

S The Company resumed production of idle TMT bar mill in Q1 of current financial year (FY 26’). This is a strategic
decision, which not only enable the Company to sweat out idle assets, but also enables us to expand brand visibility,
which opens up future business opportunities.

ECONOMIC SCENARIO AND OUTLOOK

One of the primary forces behind industrialization has been the use of metals. Steel has traditionally occupied a top spot among
metals. Steel production and consumption are frequently seen as measures of a country's economic development because it is
both a raw material and an intermediary product. Therefore, it would not be an exaggeration to argue that the steel sector has
always been at the forefront of industrial progress and that it is the foundation of any economy. The Indian steel industry is
classified into three categories - major producers, main producers, and secondary producers.

India is the world’s second-largest producer of crude steel, with an output of 125.32 MT of crude steel and finished steel
production of 121.29 MT in FY23.

India’s domestic steel demand is estimated to grow by 9-10% in FY25 as per ICRA. India’s steel production is estimated to grow
4-7% to 123-127 MT in FY24.

The growth in the Indian steel sector has been driven by the domestic availability of raw materials such as iron ore and cost-
effective labour. Consequently, the steel sector has been a major contributor to India's manufacturing output.

The Indian steel industry is modern, with state-of-the-art steel mills. It has always strived for continuous modernisation of older
plants and up-gradation to higher energy efficiency levels.

According to a Deloitte report the demand for steel in India is projected to grow significantly over the next decade, with annual
growth rates expected to range from 5% to 7.3%.

Market Size

In the past 10-12 years, India's steel sector has expanded significantly. Production has increased by 75% since 2008, while
domestic steel demand has increased by almost 80%. The capacity for producing steel has grown concurrently, and the rise has
been largely organic.

0 In April-December 2024, crude steel production in India stood at 110.99 MT.

0 In April-December 2024, finished steel production stood at 106.86 MT.

0 In FY25 (April-December), the consumption of finished steel stood at 111.25 MT.

0 In FY24, the production of crude steel and finished steel stood at 143.6 MT and 138.5 MT, respectively.

The annual production of steel is anticipated to exceed 300 million tonnes by 2030-31. By 2030-31, crude steel production is
projected to reach 255 million tonnes at 85% capacity utilisation achieving 230 million tonnes of finished steel production,
assuming a 10% yield loss or a 90% conversion ratio for the conversion of raw steel to finished steel. With net exports of 24
million tonnes, consumption is expected to reach 206 million tonnes by the years 2030-1931. As a result, it is anticipated that
per-person steel consumption will grow to 160 kg.

Investments

The steel industry and its associated mining and metallurgy sectors have seen major investments and developments in the recent
past. According to the data released by the Department for Promotion of Industry and Internal Trade (DPIIT), between April
2000-September 2024, Indian metallurgical industries attracted FDI inflows of Rs. 1,10,062 crore (US$ 18.06 billion). In FY22,
demand for steel was expected to increase by 17% to 110 million tonnes, driven by rising construction activities. Some of the
major investments in the Indian steel industry are as follows:

> India and Japan held the third Steel Dialogue on Feb 4, 2025, in New Delhi, discussing economic trends, steel trade, and
industry developments. India highlighted policy initiatives, green steel efforts, and investment opportunities for Japan.

> In February 2025, during the Bengal Global Business Summit, about 50% of the Rs. 26,000 crore (US$ 3.02 billion)
investment proposals received by Jharkhand government in Kolkata pertain to the steel sector.

> In February 2025, JSW Group announced a Rs. 1,00,000 crore (US$ 11.60 billion) investment to set up a 25 MT steel
plant in Maharashtra's Gadchiroli district over seven to eight years. The project, expected to be the world's largest and
most eco-friendly, will drive economic growth and job creation in Vidarbha.

Government Initiatives

Some of the other recent Government initiatives in this sector are as follows:

O The Union Ministry of Steel launched PLI Scheme 1.1 on January 6, 2025, with a Rs. 6,322 crore (US$ 733.40 million)
outlay to boost specialty steel production and attract investments. Covering five key product categories, the scheme
eases norms to reduce imports, enhance domestic manufacturing, and improve energy efficiency, with applications open
until January 2025.

O In February 2024, the government has implemented various measures to promote self-reliance in the steel industry.

O The Union Cabinet, Government of India approved the National Steel Policy (NSP) 2017, as it intends to create a
globally competitive steel industry in India. NSP 2017 envisage 300 million tonnes (MT) steel-making capacity and 160
kgs per capita steel consumption by 2030-31.

Road Ahead

The steel industry has emerged as a major focus area given the dependence of a diverse range of sectors on its output as India
works to become a manufacturing powerhouse through policy initiatives like Make in India. With the industry accounting for
about 2% of the nation's GDP, India ranks as the world's second-largest producer of steel and is poised to overtake China as the
world's second-largest consumer of steel. Both the industry and the nation's export manufacturing capacity have the potential to
help India regain its favourable steel trade balance.

The National Steel Policy, 2017 envisage 300 million tonnes of production capacity by 2030-31. The per capita consumption of
steel has increased from 57.6 kgs to 74.1 kgs during the last five years. The government has a fixed objective of increasing rural
consumption of steel from the current 19.6 kg/per capita to 38 kg/per capita by 2030-31.

Huge scope for growth is offered by India's comparatively low per capita steel consumption and the expected rise in consumption
due to increased infrastructure construction and the thriving automobile and railways sectors.

References: Media reports, press releases, Press Information Bureau (PIB), Joint Plant Committee (JPC), Union Budget 2021-22, Union Budget 2023-24
Note: Conversion rate used in January 2025, Rs. 1 = US$ 0.012
Note: P- Provisional, Except low grade (below 58%)
http s: // www .ibef. or g/industry/ steel

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FY25*.

*The Indian Steel Association (ISA) anticipates that the steel requirement will reach 128.9 MT in the I
2023-24 period, showing an increase from 119.9 MT in the preceding year.

*India’s domestic steel demand is estimated to grow by 9-10% in FY25 as per ICRA.

I*The industry is witnessing consolidation of players, which has led to investment by entities from other I
sectors. The ongoing consolidation also presents an opportunity to global players to enter the Indian I
market.

*PLI short-listed companies are expected to invest US$ 1.2 billion (Rs. 10,000 crore) in specialty steel¬
making next year and nearly US$ 1.9 billion (Rs. 16,000 crore) by FY24-end.

I*In February 2024, The government has implemented various measures to promote self-reliance in the
steel industry.

*Under the Union Budget 2023-24, the government allocated Rs. 70.15 crore (US$ 8.6 million) to the
Ministry of Steel.

I*In April-December 2024, crude steel production in India stood at 110.99 MT.

*Easy availability of low-cost manpower and presence of abundant iron ore reserves make India I
competitive in the global set up.

2. SHARE CAPITAL AND PREFERENTIAL ISSUE

A. Cancellation and Reclassification of Share Capital

During the year under review, the Company has cancelled and reclassified the unissued 3,47,88,601 (Three Crore Forty-Seven
Lakh Eighty Eight Thousand Six Hundred and One) Preference Shares having face value of INR 10/- (Indian Rupees Ten only)
each, aggregating to INR 34,78,86,010/- (Indian Rupees Thirty Four Crore Seventy Eight Lakh Eighty Six Thousand and Ten
Only) into 3,47,88,601 (Three Crore Forty Seven Lakh Eighty Eight Thousand Six Hundred and One) Equity Shares having face
value of INR 10/- (Indian Rupees Ten only) each, aggregating to INR 34,78,86,010/- (Indian Rupees Thirty-Four Crore Seventy
Eight Lakh Eighty Six Thousand and Ten Only), vide the approval of members in the Annual General Meeting dated September
30, 2024.

The revised Authorized Capital of the Company consequent to the above cancellation and reclassification is:

INR 1,31,64,81,470/- (Indian Rupees One Hundred Thirty-One Crore Sixty-Four Lakh Eighty-One Thousand Four Hundred and
Seventy only) divided into 12,12,40,000 (Twelve Crore Twelve Lakh and Forty Thousand) Equity Shares of INR 10/- (Indian
Rupees Ten only) each aggregating to INR 1,21,24,00,000 (Indian Rupees One Hundred and Twenty One Crore Twenty Four
Lakh only) and 1,04,08,147 (One Crore Four Lakh Eight Thousand One Hundred and Forty Seven Only) Preference Shares of
INR 10/- (Indian Rupees Ten only) each aggregating to INR 10,40,81,470/- (Indian Rupees Ten Crore Forty Lakh Eighty-One
Thousand Four Hundred and Seventy only).

B. Allotment of Equity Shares pursuant to conversion of Optionally Convertible Redeemable Preference Shares (‘OCRPS’)

The Board of Directors in its meeting held on March 24, 2025 approved the allotment of 13,00,001 (Thirteen Lakh and One)
Equity Shares of Face Value of INR 10/- each (Indian Rupees Ten only) pursuant to conversion of 15,05,265 (Fifteen Lakh Five
Thousand Two Hundred and Sixty Five) 1% OCRPS issued on February 22, 2024 at a conversion price of INR 55/- (Indian
Rupees Fifty Five Only) per Equity Share i.e., on premium of INR 45/- (Indian Rupees Forty Five Only) per Equity Share to
M/s PCR Holdings Private Limited (Formerly known as M/s Archit Securities Private Limited), belonging to Promoter and
Promoter Group category of the Company by way of Preferential Allotment on Private Placement basis. Trading approval of
aforesaid 13,00,001 (Thirteen Lakh and One) Equity Shares of INR10/- (Indian Rupees Ten only) each was granted by the BSE
Limited effective from June 24, 2025.

Consequent to the said allotment, the paid up Equity Share Capital of the Company stands increased to INR 86,36,30,040 (Indian
Rupees Eighty Six Crore Thirty Six Lakh Thirty Thousand Forty only) divided into 8,63,63,004 (Eight Crore Sixty Three Lakh
Sixty Three Thousand Four) Equity Shares of Face Value of INR 10/- (Indian Rupees Ten only) each.

Total Paid up Share capital of the Company as on March 31, 2025 is divided into 8,63,63,004 (Eight Crore Sixty Three Lakh
Sixty Three Thousand Four) Equity Shares of Face Value of INR 10/- (Indian Rupees Ten only) each and 88,94,000 (Eighty
Eight Lakh Ninety Four Thousand) 1% Redeemable Preference Shares (RPS) of Face Value of INR 10/- (Indian Rupees Ten
only) each

Except as stated herein, there was no other change in the share capital of the Company.

3. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT AS REQUIRED
UNDER REGULATION 32 (7A) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015

The funds raised through issuance of Equity Shares to non-promoters on private placement basis, have been utilized as per the
objects / purpose of such issue as stated in the Explanatory statement of the Notice of Extra Ordinary General Meeting (“EGM”)
of the Company held on February 10, 2024 read with the Reports issued by ICRA Limited, the Monitoring Agency, during the
reporting period. As per the aforesaid Report, the cost allocated to different item heads such as payment of outstanding liabilities,
capital expenditure, working capital purpose, has been revised within permissible limits as mentioned in the said EGM notice.
Further, the utilization of the issuance proceeds is in line with the objects of the issue and there is no deviation or variation
therefrom.

The Reports issued by the Monitoring Agency during the reporting period, also mentions that a part of the funds (forming part of
the said Report) originally raised in the form of Redeemable Preference Shares (“RPS”) were first intended to be converted into
Optionally Converted Redeemable Preference Shares (“OCRPS”) and then subsequently to be converted into Equity Shares.
However, there was no actual infusion of funds during the period under review.

As on March 31, 2025, 3,63,02,748 OCRPS have been fully converted into 1,94,84,371 Equity Shares.

The details of amount as per object of issue and utilization of proceeds as on March 31, 2025 as confirmed by the report issued
by TOR A Limited is as under'

* The utilization is within the permissible limit of deviation as approved in the E.G.M. and the unutilized amount was kept in
a separate Bank Account.

Further, the details of amount as per Object of Issue and utilization of proceeds as on June 30, 2025, as confirmed by the Report
Issued by TCRA Limited are as under:

* The utilization is within the permissible limit of deviation

4. DIVIDEND

During the financial year under review, the Board has not recommended any dividend.

5. AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES

During the financial year under review, the Company has not proposed to transfer any amount to the reserves.

6. MATERIAL CHANGES AND FINANCIAL COMMITMENTS.

Apart from the information provided/disclosures made elsewhere in this Report including Annexures thereof, there are no material
changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year
of the Company i.e. March 31, 2025 to which this financial statement relates and till date of this Report.

7. SUBSIDIARY/ JOINT VENTURE AND ASSOCIATE COMPANY

The Company did not have any subsidiary, associate, or joint venture company. Further, no companies has become or ceased to
be the Subsidiary, joint venture or associate company of the Company during the year under review. Therefore, the report on
Performance and Financial Position of subsidiary, associate, or joint venture company do not apply to the Company.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

No Loans / Guarantees / Security was provided and no investment was made by the Company during the reporting period, in
terms with Section 186 of the Companies Act, 2013 (‘Act’).

9. CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

During the period under review, Section 135 of the Act read with applicable Rules framed thereunder is not applicable to the
Company and accordingly, no CSR Committee has been constituted by the Board.

Even though the provisions of Act, regarding CSR are not attracted to the Company and no Policy on CSR has been adopted vy
the Company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy
voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the
community with those of the Company itself in an environment of partnership for inclusive development.

10. RISK MANAGEMENT POLICY

The Company has duly approved a Risk Management Policy. The Company has an effective risk management procedure, which
is governed at the highest level by the Board of Directors, covering the process of identifying internal and external risks
specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, ESG related
risks), information, cyber security risks or any other risk as may be determined by the Board of Directors of the Company,
assessing, mitigating, reporting and review of critical risks impacting the achievement of Company’s objectives or threaten its
existence.

The Company follows a 4 (four) steps Risk Management framework which includes identification of the risk to which Company
is exposed to (basis relevance, type, source, impact, severity, probability and function) as a first step, risk assessment (each risk
assessed to have a primary and secondary owner) as a second step, mitigation plan as third step and monitoring as the fourth and
the last step. The major risks identified by the businesses and functions are systematically addressed through mitigating actions
on a continuing basis.

11. NOMINATION AND REMMUNERATION POLICY

The Nomination and Remuneration Policy (“NRC Policy”) has been developed in accordance with Section 178 of the Act and
Regulation 19 of the Listing Regulations. It establishes a structured framework for the nomination, evaluation, and remuneration
of the Company’s Directors and Senior Management Personnel of the Company. The core objective of the NRC Policy is to
attract, retain, and reward most qualified and skilled talent capable of driving long-term growth and success of the Company.

During the financial year under review, changes were made to the NRC Policy. The NRC Policy can be accessed at the website
of the company viz, www.rathisteelandpower.com.

Information regarding the composition of the Board and its Committees, Director tenures, and other relevant disclosures is
available in the Corporate Governance Report, which forms an integral part of this Annual Report. We confirm that all
remuneration paid to Directors complies with the provisions of the NRC Policy.

12. INTERNAL FINANCIAL CONTROLS

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have
been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational
information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use,
executing transactions with proper authorisation and ensuring compliance of corporate policies. The Company has a well-defined
delegation of power with authority limits for approving revenue as well as expenditure, both capital and revenue. The Company
uses an established ERP system to record day to day transactions for accounting and financial reporting.

The Company’s internal audit function monitors and assesses the adequacy and effectiveness of the Internal Financial Controls.
The Audit Committee deliberated with the members of the management, considered the systems as laid down and met the internal
auditors and statutory auditors to ascertain, inter alia, their views on the internal financial control systems. The Audit Committee
satisfied itself of the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of
Directors informed. Details of internal control system are given in the Management Discussion and Analysis Report, which forms
part of the Report.

The Board has appointed M/s Y.P. Arya & Company, Chartered Accountants having FRN 008298N as Internal Auditor of the
Company for the financial year 2024-25.

In the opinion of the Board, your Company has in place adequate system of internal control commensurate with its size and nature
of business. The system maintained by the Company provides a reasonable assurance in respect of providing financial and
operational information, complying with applicable statutes, safeguarding of assets of the Company, and ensuring compliance
with corporate policies. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the
internal control systems and are also apprised of the internal audit findings and corrective actions. The Audit Committee suggests
improvements in the performance of internal audit function and ensures the necessary checks and balances that may need to be
built into the control system.

M/s M. Lal and Company, the statutory auditors of the Company have audited the financial statements included in this annual
report and have issued a report on the Company’s Internal Control over financial reporting as defined in section 143 of the Act.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistleblower Policy and Vigil Mechanism as per section 177(9) of the Act read with Rule 7 of the
Companies (Meeting of Board and its Powers) Rules 2014 and Regulations 4(2) and 22 of SEBI (Listing Obligation and
Disclosure Requirements) regulations 2015, to provide a formal mechanism to the Directors, employees and its stakeholders to
report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct and
other policies adopted by the Company. Protected disclosures can be made by a whistleblower through several channels. The
policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access
to the Audit Committee. This Policy can be accessed at the website of the company viz, www.rathisteelandpower.com.

14. RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the Company in accordance with provisions of Section 188
of the Act. Further, there were no material related party transactions (which are not at arm’s length) in pursuance of Section
188 of the Act read with applicable Rules framed thereunder and Regulation 23 of Listing Regulations. Hence, disclosure under
the prescribed form AOC-2 in terms of Section 134 of the Act is not required.

There are no materially significant related party transactions made by the Company which may have a potential conflict with the
interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website and can be accessed
at www.rathisteelandpower.com. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company
except as mentioned in the notes to accounts attached to the Annual Report.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following changes took place during the period under review and till the date of this report:

(a) Mr. Rajesh Khurana (DIN: 11015277) was appointed as the Additional Director designated as Executive Director (Whole
Time Director)- Business Development, liable to retire by rotation and Key Managerial Personnel of the Company for a term
of 5 years with effect from March 25, 2025 who held the office as such till the shareholder’s approval. The Shareholders vide
its resolution passed through Postal Ballot on June 15, 2025, approved the appointment of Mr. Rajesh Khurana as Executive
Director (Whole Time Director)- Business Development, liable to retire by rotation, for a term of 5 years with effect from
March 25, 2025.

(b) Mr. Abhishek Verma (DIN: 08104325) was re-designated as Executive Director (Whole Time Director), liable to retire by
rotation and Key Managerial Personnel of the Company for a term of 5 years with effect from March 25, 2025, subject to the
approval of the shareholders. The Shareholders vide its resolution passed through Postal Ballot on June 15, 2025, approved
the redesignation of Mr. Abhishek Verma as Executive Director (Whole Time Director), liable to retire by rotation for a term
of 5 years with effect from March 25, 2025.

(c) Mr. Arpan Kumar Atrey (DIN: 11023021) was appointed as the Additional Non-Executive Director designated as
Independent Director of the Company, not liable to retire by rotation, for a term of 5 years with effect from March 29, 2025,
who held the office as such till the shareholder’s approval. The Shareholders vide its resolution passed through Postal Ballot
on June 15, 2025, approved the appointment of Mr. Arpan Kumar Atrey as Independent Director of the Company, not liable
to retire by rotation, for a term of 5 years with effect from March 29, 2025.

(d) Ms. Sangeeta Pandey (DIN: 08213476) resigned as the Independent Director of the Company, with effect from close of
business hours on March 29, 2025, due to other commitments and personal reasons as mentioned in the resignation letter and
also confirmed that there is no other material reason for her resignation other than stated in the resignation letter.

(e) Mr. Mahesh Pareek (DIN: 00174146) was appointed as the Additional Director designated as Managing Director of the
Company, not liable to retire by rotation and Key Managerial Personnel of the Company for a term of 5 years with effect
from May 9, 2025, who held the office as such till the shareholder’s approval. The Shareholders vide its resolution passed

through Postal Ballot on June 15, 2025, approved the appointment of Mr. Mahesh Pareek Managing Director of the Company,
not liable to retire by rotation and Key Managerial Personnel of the Company for a term of 5 years with effect from May 9,
2025.

(f) Ms. Surbhi Pareek (DIN: 10231959) was re-designated as Non-Executive cum Non-Independent Director, liable to retire
by rotation, with effect from May 9, 2025, subject to approval of the shareholders on account of change in independence
status. The Shareholders vide its resolution passed through Postal Ballot on June 15, 2025, approved the redesignation of Ms.
Surbhi Pareek as Non-Executive cum Non-Independent Director, liable to retire by rotation, with effect from May 9, 2025.

(g) Mr. Prem Narain Varshney (DIN: 00012709) resigned from the position of Managing Director of the Company effective
from close of business hours on May 9, 2025 due to health and medical issues as mentioned in his resignation letter and also
confirmed that there is no other material reason for his resignation other than stated in the resignation letter.

Declaration by Independent Directors

The Independent Directors hold office for their respective term and are not liable to retire by rotation. The Company has received
declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as
prescribed both under the Act and Listing Regulations and that they are not aware of any circumstance or situation, which exists
or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent
judgment and without any external influence as required under Regulation 25 of the Listing Regulations. Further, in pursuance
of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, Independent Directors of the Company
have duly confirmed renewal of their respective registration with the Indian Institute of Corporate Affairs (IICA) database.

Further, in the opinion of the Board, the Independent Directors of the Company possess the requisite expertise and experience
(including the proficiency) and are persons of high integrity and repute.

Key Managerial Personnel (KMP)

The Company has following whole time Key Managerial Personnel as on the date of this Report:

a) Mr. Abhishek Verma - Whole Time Director effective from March 25, 2025

b) Mr. Mahesh Pareek- Managing Director effective from May 9, 2025

c) Mr. Rajesh Khurana- Executive Director (Whole Time Director)- Business Development, effective from March 25, 2025

Shri Rakesh Kumar ceased as Chief Financial Officer of the Company effective from December 6, 2024 due to his sudden demise.

Ms. Shobhita Singh resigned as Company Secretary of the Company effective from June 24, 2025 and Ms Namita Lal Madan
has been appointed joined as the Company secretary cum compliance officer of the Company Effective from August 01, 2025

Mr. Rajeev Kumar was appointed as Chief Financial Officer of the Company effective from February 14, 2025 and further, he
resigned from such post effective from August 4, 2025.

16. BOARD EVALUATION

Pursuant to the provisions of the Act and the corporate governance requirements prescribed under the Listing Regulations, the
Board has carried out the annual performance evaluation of its own performance, and that of its Committees and Individual
Directors in accordance with the Policy for Performance Evaluation adopted by the Company.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors.
The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of
Board processes, contribution in the long term strategic planning, etc. The performance of the Committees was evaluated by the
Board after seeking inputs from the Committee members. The criteria for performance evaluation of the Committees included
aspects such as composition of committees, effectiveness of Committee meetings, etc.

The Board and the Nomination Remuneration Committee reviewed the performance of the individual Directors on the basis of
the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also
evaluated on the key aspects of his role.

Evaluation of Independent Director was carried out by the entire Board of Directors of the Company except the Director getting
evaluated.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole
and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive
Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the
feedback received from the Directors on the performance of the Board, its Committees and Individual Directors were also
discussed. The Board was satisfied with outcome of the overall performance evaluation.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work
performed by the internal, statutory, cost and secretarial auditors and external consultant(s), including audit of internal financial
controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board
Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were
adequate and effective during the financial year 2024-25.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm
that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper
explanation relating to material departures;

(b) they 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 at the end of the financial
year and of the profit of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

18. DEPOSITS

During the reporting period, the Company has not accepted or renewed or defaulted in repayment of any deposit within the purview
of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014. Further, no amount remained
unpaid/ unclaimed as at the end of the financial year ended March 31, 2025. Hence, the requirement for furnishing of details
relating to deposits covered under Chapter V of the Act or the details of deposits not in compliance with Chapter V of the Act, are
not applicable.

19. COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with the applicable provisions of the Secretarial Standard-1
and Secretarial Standard-2 issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate
Affairs.

20. VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT

During the financial year under review, disclosure w.r.t. 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.

21. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORTS

Pursuant to Regulation 34 of Listing Regulations, the Management Discussion and Analysis and the Corporate Governance
Report are presented in a separate section forming part of the Annual Report.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be
disclosed pursuant to the provisions of Section 134 of the Act read with the Companies (Accounts) Rules, 2014, are provided in
Annexure -1 to this Report.

23. COST RECORDS

The cost records as specified under sub-section (1) of 148 of the Act is required to be maintained by the Company and accordingly
such accounts and records are made and maintained for the financial year 2024-25.

24. AUDITORS

I. Statutory Auditors and their report:

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s M. Lal &
Company, Chartered Accountants, (Firm Registration Number: 016069C) were appointed as Statutory Auditors of the Company
for a period of 5 years to hold office as such i.e., till the conclusion of Annual General Meeting to be held in year 2027.

Further, they have confirmed that:

a. their appointment is within the limit prescribed under the Section 141 of the Act;

b. they are not disqualified from continuing as Statutory Auditors under the Section 141 of the Act; and

c. they hold a valid certificate issued by the peer review board of the Institute of Chartered Accountants of India.

The observations made by the Statutory Auditor in the Auditors’ Report on the audited financial statements of the Company for
the Financial Year 2024-25 are self-explanatory and therefore do not call for any further comments. The said report does not
contain any adverse remark, qualification, reservation or disclaimer.

II. Cost Auditors and Cost Audit report:

Pursuant to the provisions of Section 148 and all other applicable provisions of the Act read with the Companies (Cost Records
and Audit) Rules, 2014 and Companies (Audit and Auditors) Rules, 2014, M/s R. M. Bansal & Co., Cost Accountants (Firm's
Registration No. 000022) were appointed as Cost Auditors to conduct the audit of cost records of your Company for the FY 2024¬

25.

The Board has re-appointed M/s R. M. Bansal & Co., Cost Accountants, Cost Accountants (Firm's Registration No. 000022) as
the Cost Auditors to conduct the audit of cost records of your Company for the financial year 2025-26 at a remuneration of INR
50,000/- (Indian Rupees Fifty Thousand Only) p.a. excluding out of pocket expenses and taxes as applicable. As per the provisions
of the Act read with applicable Rules framed thereunder, the remuneration of the Cost Auditor shall be ratified by the shareholders
of the Company. The matter for ratification of remuneration of the Cost Auditor appointed for the financial year 205-26 shall be
placed before the shareholders at the ensuing Annual General Meeting.

III. Secretarial Audit

In terms of Section 204 of the Act and Rules made there under, Mr. Sameer Kishore Bhatnagar, Practicing Company Secretaries
(M. No. 30997, CoP No. 13115, Peer Review No. 5256/2023) was appointed as Secretarial Auditor of the Company for the
Financial Year 2024-25. The report of the Secretarial Auditors for the Financial Year 2024-25 is enclosed as Annexure-2 to this
Report. The report is self-explanatory and does not contain any qualification or reservation or adverse remark or disclaimer.

Pursuant to Regulation 24A of the Listing Regulations read with Section 204 of the Act and applicable Rules framed thereunder,
the Board Recommends to appoint Mr. Sameer Kishore Bhatnagar, Practicing Company Secretaries (M. No. 30997, CoP No.
13115, Peer Review No. 5256/2023) as Secretarial Auditor of the Company for a term of five (5) consecutive years commencing
from the Financial Year 2025-26 to the financial year 2029-30 .

IV. Internal Auditors

The Board of Directors on recommendation of the Audit Committee had appointed M/s Y P Arya & Company Chartered
Accountants having Firm Registration Number 008298N as Internal Auditor of the Company for the financial year 2024-25.

The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The Internal Audit
Reports along with implementation and recommendations contained therein are periodically reviewed by Audit Committee of the
Board.

25. BOARD MEETINGS

During the financial year under review, the Board met 16 (Sixteen) times. The maximum interval between any two meetings of
the Board did not exceed 120 days. Details of the meetings of the Board along with the attendance of the Directors therein have
been disclosed in the Corporate Governance Report forming part of this Annual Report.

26. COMMITTEES OF THE BOARD

As on financial year ended on March 31, 2025, the Board has the following three (3) Committees constituted in compliance with
the applicable provisions of the Act and Listing Regulations :

• Audit Committee;

• Nomination and Remuneration Committee; and

• Stakeholders’ Relationship Committee

A detailed note on the composition of the committees and other mandatory details is provided in the Corporate Governance Report
forming part of this Annual Report.

27. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and
annexed herewith as Annexure- 3 to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Further,
the Report is being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, any member
interested in obtaining a copy thereof may write to the Company Secretary and Compliance Officer of the Company at
investors@rathisteelandpower.com.

Number of employees as on the closure of financial year 2024-25

> Female ; 10

> Male ; 248

> Transgender; NIL

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status
and Company’s operations in future.

29. ANNUAL RETURN

The annual return of the Company as on the financial year ended on March 31, 2025 in terms of Section 92 and Section 134 of
the Act is available on the website of the Company at www.rathisteelandpower.com.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace. The Company 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 (“POSH Act”) and the Rules made thereunder.

In light with the provisions the POSH Act, the Company has duly constituted Internal Complaints Committee (“IC”). IC is in place
for all works and offices of the Company to redress complaints received regarding sexual harassment.

Further, the details of complaints/cases under the POSH Act as on March 31, 2025 are as follows:

31. DISCLOSURE WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT, 1961

The Company is committed to ensuring a safe, supportive, and inclusive workplace for all women employees. All eligible women
employees have been extended the benefits under the said Maternity Benefit Act, 1961, including maternity leave, nursing breaks,
and other statutory entitlements as prescribed. The Company has duly complied with the provisions of the Maternity Benefit Act,
1961, as amended from time to time.

32. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the financial year under review, pursuant to Section 143(12) of the Act, M/s M. Lal and Company, Chartered Accountants,
Statutory Auditors, Mr. Sameer Kishore Bhatnagar, Secretarial Auditors and M/s R. M. Bansal & Co., Cost Accountants, Cost
Auditor have not reported any instance of fraud committed in the Company by its officers or employees to the audit committee.

33. ACKNOWLEDGEMENTS

The Board wishes to place on record its appreciation of the significant contributions made by the employees of the Company
during the year under review. The Company has achieved impressive growth through competence, hard work, solidarity,
cooperation and support of employees at all levels. Your Directors thank the customers, dealers, distributors, franchisee partners,
vendors and other business associates for their continued support in the Company’s growth.

Your Directors also wish to thank the Government of India, the State Governments and other regulatory authorities, banks and
members for their cooperation and support extended to the Company.

34. CAUTIONARY STATEMENT

The statements contained in the Board’s Report and Management Discussion and Analysis contain certain statements relating to
the future and therefore are forward looking within the meaning of applicable laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and
other associated and incidental factors may however lead to variation in actual results.

By Order of the Board
For Rathi Steel and Power Limited

Sd/- Sd/-

Abhishek Verma Mahesh Pareek

Date: 03-09-2025 Director Managing Director

Place: New Delhi DIN: 08104325 DIN: 00174146