Your directors present the Thirty Second (32^nd) Annual Report on the business and operations of the
Company along with the Audited Standalone Financial Statements of the Company for the financial year
ended March 31, 2025.

1. FINANCIAL RESULTS:

The Company’s financial performance for the year ended 31^st March, 2025 is summarized below:

2. REVIEW OF OPERATIONS/ STATEMENT OF COMPANY’S AFFAIRS:

During the year, the Company reported revenue from operations of Rs. 49,628.82 Lakhs as compared to
Rs. 61,403.52 Lakhs in the previous year. There is a slight downfall in the revenue from operations of the
Company as compared to the previous year. Due to decrease in Iron & Steel Price in both domestic and
global market majorly due to uncertain market cues. Consequently, EBT has also decreased in FY 24-25
to Rs. 351.60 Lakhs as compared to Rs. 404.73 Lakhs in the previous year.

During the year, your Company had produced 92836.455 MT Steel Bars (Including trading purchase
31712.170 MT) and 9608.025 MT Ingots/ Billets (Including trading purchase 9608.025 MT) as against
production of 1,15,556.799 MT Steel Bars (including trading purchase of 33,891.690 MT) and 10,127.805
Ingots/Billets (Including trading purchase 10,127.805 MT) during the corresponding period of last year.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The present Board of the Company is duly constituted. The Company has eminent individuals from diverse
fields as Directors on its Board, who bring in the required skill, integrity, competence, expertise and
experience that is required for making effective contribution to the Board.

The composition of the Board of the Company as of 31^st March 2025 is as under:

a) Pursuant to Section 149 of the Companies Act, 2013, Ms. Sonali V Chitalkar, Ms. Shikha Chakraborty
and Mr. Rajendra Prasad are the Independent Directors of the Company.

*CHANGE IN DIRECTORS AND KMP

• In accordance with the provisions of the Companies Act, 2013 and the Company’s Articles of
Association, Mr. Anurag Rathi, Managing Director of the Company retires by rotation at the
forthcoming Annual General Meeting and being eligible for re-appointment, has offered himself
for re-appointment. He has confirmed that he is not disqualified under Section 164 of the
Companies Act, 2013 and is eligible to be re-appointed as Director of the Company.

• Mr. Chander Mohan, Non-Executive Director has resigned from the post of Director w.e.f.

25.10.2024 And Mr. Hukum Singh was appointed as an Additional Non-Executive Director w.e.f.

25.10.2024 and proposed to be regularized in the ensuing Annual General Meeting.

• Ms. Anamika Shukla, Company Secretary and Compliance Officer of the Company has tendered
her resignation vide her letter dated 09.12.2024 due to personnel and unavoidable circumstances
which was accepted with immediate effect.

• Ms. Bharti Chitkara, an Associate Member of Institute of Company Secretaries of India (ICSI)
having Membership No. A72963 was appointed as the Company Secretary and Compliance Officer
of the Company by the Board in their Board Meeting held on 11.02.2025.

4. MEETINGS OF BOARD OF DIRECTORS:

During the Financial Year 2024-25, the Company held Eleven (11) Board meetings of the Board of
Directors as per Section 173 of the Companies Act, 2013. The provisions of the Companies Act, 2013 were
adhered to while considering the time gap between two meetings.

ATTENDANCE OF DIRECTORS IN BOARD MEETING:

5. DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Shikha Chakraborty, Ms. Sonali V Chitalkar and Mr. Rajendra Prasad are the Independent Directors
of the Company. The Company has received necessary declaration from each Independent Director under
Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence laid down in
Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

6. DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE:

Mr. Anurag Rathi, and Mr. Uddhav Rathi are related to each other in accordance with Section 2 (77) of the
Companies Act, 2013 and Rule 4 of the Companies (Specification of Definitions Details) Rules, 2014 but
Mr. Hukum Singh (Additional Non-Executive Director), Ms. Shikha Chakraborty, Ms. Sonali V Chitalkar
and Mr. Rajendra Prasad (Independent Directors) of the Company, are not related to the other Directors of
the Company.

7. REMUNERATION OF DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ SENIOR
MANAGEMENT:

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in
accordance with the Nomination and Remuneration Policy formulated in accordance with Section of the
Act and Regulation 19 of the Listing Regulations.

The information required under Section 197 of the Act read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of the Company is
as follows:

Notes:

• The aforesaid details are calculated on the basis of remuneration for the financial year 2024-25 and
include sitting fees paid to Directors during the financial year.

• The remuneration to Directors is within the overall limits approved by the shareholders of the Company.

• Percentage increase/ decrease in remuneration is not applicable in case of Mr. Anurag Rathi, Mr.
Uddhav Rathi, Mr. Rajendra Prasad, Mrs. Shikha Chakraborty and Mrs. Sonali V Chitalkar as there is
no increase/ decrease in the sitting fee or remuneration paid to them.

• Percentage increase/ decrease in remuneration paid to Mr. Chander Mohan (Director) and Ms. Anamika
Shukla (Company Secretary cum Compliance Officer) is based on their service to the Company till

25.10.2024 and 09.12.2024 respectively

• % increase/ decrease in remuneration of Ms. Bharti Chitkara is calculated on the basis of 2 months
remuneration as she was appointed on 11.02.205.

• The Company has total 92 permanent employees as on 31.03.2025 on roll.

• The Company has paid remuneration to all its director as per the remuneration policy.

8. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,

EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT

DIRECTORS APPOINTED DURING THE YEAR:

In the opinion of the Board, Independent Directors of the Company possess required integrity, expertise

and experience necessary for administrative working in the steel industry.

9. WEB LINK OF ANNUAL RETURN, IF ANY:

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, Draft Annual Return of the Company as at 31^st
March, 2025 is uploaded on the website of the Company at
https://www.aquare.co.in/mobileAPI/rathisteels/wp-content/uploads/2025/08/RBL Form-MGT-7
AB6160608 FY-24-25.pdf.

10. DIVIDEND:

Your directors do not recommend any dividend at this stage as the Company requires ploughing back of
the profits to the working capital of the Company and expects better results in the coming years.

11. SHARE CAPITAL:

The Authorized Capital of the Company is Rs. 18,00,00,000/- (Rupees Eighteen Crores Only) and the Paid-
up Capital of the Company is Rs. 16,33,03,570/- (Rupees Sixteen Crores Thirty-Three Lakh Three
Thousand Five Hundred Seventy only). There is no change in paid up capital of the Company during the
year under review.

12. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BOARD
REPORT AND END OF FINANCIAL YEAR:

There have been no material changes and commitments, affecting the financial position of the Company
which have occurred between the end of the financial year of the Company to which the financial statements
relate and the date of the Report.

13. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company during the financial year 2024-25.

14. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for the Financial Y ear 2024-25.

15. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of Regulation 34 of the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis
Report is annexed herewith & marked as Annexure-A of this Board Report.

16. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There is no such amount required to be transferred to the Investor Education and Protection Fund in
accordance with the provisions of Section 125 of the Companies Act, 2013 and Rules made thereunder.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has no Subsidiary, Joint Venture or Associate Company.

18. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS
COMMITTEES & INDIVIDUAL DIRECTORS:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees
and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements
as prescribed by SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on
the basis of the criteria such as the Board’s composition and structure, effectiveness of Board’s processes,
information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee
Members on the basis of the criteria such as the composition of committees, effectiveness of Committee
Meetings, etc.

The Board and the Nomination and 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.

19. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB¬
SECTION (3) OF SECTION 178:

The Board has, on the recommendation of the Nomination & Remuneration Committee (NRC) framed a
policy for the selection and appointment of Directors, Senior Management and their remuneration including
criteria for determining qualification, positive attributes, independence of the directors and other matters
provided under sub section (3) of section 178. The Remuneration Policy has been disclosed on the website
of the listed entity which can be accessed through http://erp.tsnet.in:8080/rathisteels/wp-content/uploads/
2024/04/RBL NR-Policy.pdf

20. CORPORATE SOCIAL RESPONSIBILITY:

The Companies Act, 2013 introduced the concept of CSR pursuant to Section 135 while the eligibility
criteria don’t cover your Company.

21. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and in order to ensure that the activities of
the Director(s) and employee(s) are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behavior, the Company has adopted a Vigil
Mechanism policy. This policy has been prepared for directors and employees to report their genuine
concerns in the interest of the Company and its stakeholders.

22. AUDIT COMMITTEE AND ITS COMPOSITION:

As per Section 177(2) and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the composition of Audit Committee as on 31^st March, 2024 is as follows:

23. AUDITORS:

A. STATUTORY AUDITORS:

Pursuant to Section 139 of the Act and Rules made thereunder, the members of the Company in their
30^th Annual General Meeting held on 04.08.2023 approved the appointment of M/s Masar & Co.

Chartered Accountants (FRN: 033829N) as Statutory Auditors for tenure of 5 (five) years, to
examine and audit the accounts of the Company during the said period.

a) STATUTORY AUDITOR’S REPORT:

The Auditor’s Report for the financial year 2024-25 does not contain any qualification, reservation
or adverse remark and therefore do not call for any further comments. The Auditors’ Report is
enclosed with the financial statements in this Annual Report.

B. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of
Listing Regulations, the Company has appointed M/s PWR Associates, Company Secretaries in
Practice to undertake the Secretarial Audit of the Company for the FY ended March 31, 2025.

a) SECRETARIAL AUDITOR’S REPORT:

The Secretarial Auditor’s Report for financial year 2024-25 is annexed herewith and marked as
Annexure-B of this Board Report and there are some qualification, reservation, adverse comment,
or disclaimers made by the auditor in their report. The Board of Directors gave the suitable and
satisfactory reply on each observation raised by the Secretarial Auditor.

C. INTERNAL AUDITOR:

Your Company has adequate system of internal control systems commensurate with size, scale and
complexity of its operations to ensure accurate and timely reporting of various transactions,
efficiency of operations and compliance with applicable laws, regulations, guidelines and
Company’s policies. Review of the Internal Financial Controls for ensuring accuracy and
completeness of the accounting record, safeguarding of assets, the prevention and detection of frauds
and errors and timely preparation of reliable financial information.

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Company has appointed
Mr. Chaturbhuj Chauhan, Finance Manager to undertake the Internal Audit of the Company for FY
2024-25.

D. COST AUDIT AND MAINTENANCE OF COST RECORDS:

Pursuant to Section 148(2) of the Companies Act, 2013 read with Rule 14 of the Companies (Cost
Records and Audit) Amendment Rules, 2014, the Company is required to get its cost accounting
records audited by a Cost Auditor. The Directors, on the recommendation of the Audit Committee,
appointed M/s Avnesh Jain & Co. (Cost Accountants) to undertake the Cost Audit of the Company.
The remuneration payable to the Cost Auditor is required to be ratified by the shareholders at the
ensuing AGM.

a) DISCLOSURE ON MAINTENANCE OF COST RECORDS:

The Company made and maintained the Cost Records under Section 148 of the Companies Act, 2013
for the Financial Year 2024-25.

24. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not
reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit
Committee under Section 143(12) of the Act, details of which needs to be mentioned in Director’s Report.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the year under review, the Company has not advanced any loans or given guarantees or made
investments. However, the details of investments already made by the Company are as follow:

26. INDUSTRIAL RELATIONS:

During the year, your Company maintained harmonious and cordial industrial relations.

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

During the year under review, there have been no such significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and Corporation in future.

28. STATUS OF LISTING:

The Company’s shares are listed at Bombay Stock Exchange Ltd. The Company has paid the listing fees
to the Stock Exchange, Mumbai for the year 2025-26.

29. PUBLIC DEPOSITS:

Your Company has not invited or accepted any deposits from the Public during the year and there were no
unpaid and unclaimed deposits as on March 31, 2025. Hence, no information is required to be appended to
this Report in terms of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank
of India Directions, 1998).

30. PARTICULARS OF EMPLOYEES:

None of the Employee was drawing remuneration in excess of the limits laid by the Companies Act, 2013
as specified under Rule 5(2) and Rule 5 (3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

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

The manufacturing unit of the Company has continued their efforts to reduce their average energy
consumption year on year basis. Some of the key measures taken by the Company are as follows:

Information as required under Section 134(3) (m) of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, our Director furnish following information as required.

A) CONSERVATION OF ENERGY:

The Company is using best technology available for conservation of energy and had taken adequate steps
to improve the conservation of energy and this is a continuous process and forms an integral part of
responsibilities of departmental heads.

Some of the energy conservation steps taken are as follow:

i) Optimum Capacity utilization.

ii) Optimization of pump and motor operations through standard operating practices.

iii) Strict quality checks on inputs thus saving electricity consumption.

iv) Minimization of handling losses.

v) Total Energy Consumption and Energy Consumption per unit of production is optimum as per
industry standards.

B) During the year under review, the Company has consumed 2,77,64,532 KWH units of electricity
and Nil liters of Diesel. However, the Company has discontinued the consumption of coal.

C) TECHNOLOGY ABSORPTION:

The Company is using technology, which is best available in the Steel Industry (TMT) and always
step forward to upgrade the same.

D) FOREIGN EXCHANGE EARNINGS AND OUTGO (IN Rs):

During the year under review:

Foreign Exchange Earned: NIL

Foreign Exchange Outgo: NIL

32. COMPLIANCE OF SECRETARIAL STANDARD:

The Company has complied with Secretarial Standards as prescribed by the Institute of Companies
Secretaries of India and as per section 118 (10) of the Companies Act, 2013.

33. CORPORATE GOVERNANCE:

Your Company is committed to adopting and following the best practices in Corporate Governance and
meets all the applicable requirements which are within its ambit, under the Companies Act, 2013, SEBI
LODR Regulations, 2015 and Secretarial Standards issued by the Institute of Company Secretaries of India.
Your Company is committed to ethical business decisions and conducting business with a firm commitment
to value creation and the expectations of stakeholders.

Your Company considers it an inherent responsibility to disclose timely and accurate information regarding
the operations & performance, leadership, and governance of your Company. The certificate issued by the
Statutory Auditors of the Company M/s. Masar & Co., Chartered Accountants pursuant to Schedule V Para
E of SEBI (LODR) Regulations, 2015 and report on Corporate Governance are attached as Annexure C
and D of this report respectively.

34. RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm’s length basis and
were in the ordinary course of business. There were no materially significant related party transactions with
the Company’s Promoters, Directors, Management or their relatives, which could have had a potential
conflict with the interests of the Company. However, transactions entered by the Company in the normal
course of business are periodically placed before the Audit Committee for its omnibus approval and the
particulars of contracts entered during the year are mentioned in Note No. 2(e) of the Financial Statements.

35. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Directors
Responsibility Statement, the Board of Directors hereby state and confirm that: -

i) in the preparation of the annual accounts for the Financial Year ending March 31, 2025, the
applicable accounting standards have been followed along with proper explanations relating to
material departures;

ii) 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 at the end of the financial year 31^st March, 2025 and of the Profit &

Loss of the Company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the annual accounts on a going concern basis;

v) the Directors have laid down Internal Financial Controls to be followed in the Company and that

such Internal Financial Controls are adequate and were operating effectively;

vi) 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.

36. BUSINESS RISK MANAGEMENT:

In accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 the Board Members were informed about risk assessment and minimization procedures after which
the Board formally adopted steps for framing, implementing and monitoring the Risk Management Policy
for the Company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a
pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to
achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management,
in order to guide decisions on risk-related issues.

In today’s challenging and competitive environment, strategies for mitigating inherent risks in
accomplishing the growth plans of the Company are imperative. The common risks inter alia are:
Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and
expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk etc. As a matter
of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

37. INTERNAL FINANCIAL CONTROL:

The Board has adequate system of internal control to safeguard and protect from loss, unauthorized use or
disposition of its assets. All the transactions are properly authorized, recorded and reported to the
Management. The Company is following all the applicable Accounting Standards for properly maintaining
the books of accounts and reporting financial statements. The Internal Auditor of the Company checks and
verifies the internal control and monitors them in accordance with policy adopted by the Company.

38. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE YEAR:

During the year under review, there were no application made or proceedings pending in the name of the
Company under the Insolvency & Bankruptcy Code, 2016.

39. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of loans taken from Banks and
Financial Institutions.

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

Your Company is committed to foster a positive workplace environment, free from harassment of any
nature and takes strong and stringent action in the event of reporting any such incidents. Your Company
has in place an Internal Complaints Committee to examine the cases of sexual harassment under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the
financial year 2024-25, no complaints have been received on this subject.

• No. complaints of sexual harassment received in the year: Nil

• No. complaints disposed off during the year: Nil

• No. of cases pending for more than 90 days: Nil

41. STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE
PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961.

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and
has extended all statutory benefits to eligible women employees during the year.

ACKNOWLEDGEMENTS:

The Board thanks the customers, vendors, dealers, investors, business associates and bankers for their
continued support during the year. The Board places on record its appreciation of the contribution made by
employees at all levels. The Company’s resilience to meet challenges was made possible by their hard
work, solidarity, co-operation and support. The Board thanks the Government of India, the State
Governments and other regulatory authorities and government agencies for their support and looks forward
to their continued support in the future.

By order of the Board of Directors
For Rathi Bars Limited

Sd/- Sd/-

Date: 22.08.2025 Anurag Rathi Uddhav Rathi

Place: New Delhi (Managing Director) (WTD and CFO)

DIN:00063345 DIN:06604905