P S Raj Steels Ltd Directors Report

Further Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31^st March, 2025 made under the provisions of Section 92(3) of the Act need not be part of the Annual Report as per the amendment in Rule 12 of Companies (Management and Administration) Rules, 2014 effective from March 31, 2022.

The information on Loans, Guarantees and Investments covered under the provisions of Section 186/185 of the Companies Act, 2013 is not applicable as no such Loans, Guarantees have been given or Investments have been made by the Company during the period under review.

During the year, the Company changed its name from P S Raj Steels Private Limited to P S Raj Steels Limited and subsequently converted into a public limited company under the name P S Raj Steels Limited, pursuant to Special Resolution No. 04 passed at the Extra Ordinary General Meeting held on 17th May, 2024. The revised Certificate of Incorporation was issued on 6th August, 2024.

The Company’s equity shares were listed on the NSE Emerge Platform on 19^th February, 2025 and became a listed entity on NSE Emerge Platform w.e.f. 19^th February, 2025. The Company has raised the total fund of Rs. 28.28/- Crore through SME IPO of the Company. The Company’s SME IPO has received an exceptional response being oversubscribed around 9.16 times led by the strong participation from Retail Investors, Non-Institutional Investors and Qualified Institutional Buyers (QIBs).

The Company has paid the annual listing fee for the financial year 2024-25. The Equity Shares of the Company has the electronic connectivity under ISIN No. INE0XUS01012. To provide service tothe Shareholders, the Company has appointed M/s. Bigshare Services Private Limited as Registrar and Share Transfer Agent (RTA) of the Company for allied Services for its Members / Investors and for Electronic Connectivity with both the depositories i.e. NSDL and CDSL.

Authorised share capital of the company increased from Rs.1.00/- Crore (comprising of 10,00,000 Equity Share of Rs. 10 Each) to Rs.8.00/- crore (comprising of 80,00,000 Equity Share of Rs. 10 Each) pursuant to the provisions of section 61 of Companies Act, 2013 in preceding financial year 2024-25 by Shareholders EGM held on 4^th April, 2024.

The issued and paid-up share capital of the Company was Rs. 61,31,460 /- (comprising of 6,13,146 Equity Shares of 10 Each) at the beginning of the Financial Year 2024-2025.

Your Company has issued Bonus shares of 49,05,168 amounting to Rs. 4,90,516,80 /- in the ratio of 8:1 to the existing shareholder vide resolution passed in EGM held on 04-04-2024. Post Bonus Issue Company paid up capital increased to Rs. 5,51,83,140/-.

The Company issued 20,20,000 fresh equity shares at an issue price of 140 per share through an Initial Public Offering (SME IPO) and got listed on the NSE Emerge Platform on 19^th February, 2025. As a result of this IPO, the Company’s paid-up share capital increased to Rs.7,53,83,140, comprising 7538314 equity shares of Rs.10 each.

During the period under review your Company has not offered/completed any buy back of its securities.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

As members are aware, the company’s shares are compulsorily tradable in the electronic form. As on March 31, 2025, 100% of the Company’s total paid-up capital representing 75,38,314 shares were in dematerialized form. The ISIN of the Equity Shares of your Company is INE0XUS01012.

The bidding for anchor Investor opened and closed on 11 February, 2025 . The company has received 5 Anchor Investor applications for 857000 Equity Shares. The Anchor Investor allocation price was finalized at 140 per Equity Shares. A Total of 569000 equity shares were allotted under the Anchor Investor portion aggregating to Rs. 7,96,60,000/-.

Subscription Details for SME IPO of the Company:

The proceeds of the SME Initial Public Offer have been utilized by the company upto the period ended as on 31.03.2025 as under:

The company has appointed optimum number of Executive, Non-Executive Director (Including Independent Directors) with at least one Women Director in pursuance of SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. As on 31st March 2025 the company has 6 directors comprising of 1 Whole time Director, 1 Managing Director, 1 Women Non Executive Director, 3 Non-Executive Independent Directors. The Company has appointed Mr. Vinod Kumar as Chief Financial Officer (CFO) and Ms. Suman as Company Secretary & Compliance Officer w.e.f. 30^th August, 2024 in pursuance to the provisions of Companies Act, 2013.

The Following below are the brief of the Directors & KMP of the Company as follows:

? Mrs. Nikita Gupta (DIN: 10645088) was appointed as an additional Director by board in their Board Meeting held on 18/04/2024 and the same has been regularized by Members in EGM held on 17/05/24.

? Mr. Deepak Kumar (DIN:00677030) was appointed as Managing Director of the Company by board in their Board Meeting held on 18/04/24 and the same has been approved by Members in EGM held on 17/05/2024.

? Mr. Gaurav Gupta(DIN:00593822) was appointed as Whole Time Director of the Company by board in their Board Meeting held on 18/04/24 and the same has been approved by Members in EGM held on 17/05/2024.

? Mr. Alok Kumar Jain (DIN: 05282469), Raj Kumar Dewan (DIN: 02663208) & Dinesh Vinayak (DIN: 10765895) Independent Directors of the Company were appointed as an Additional Independent Directors by the Board Members at their Board Meeting held on 5^th September, 2024 and the same has been regularize by the Members at their EGM held on 7^th September, 2025.

? The Company has appointed Mr. Vinod Kumar as Chief Financial Officer (CFO) and Ms. Suman as Company Secretary & Compliance Officer w.e.f. 30^th August, 2024.

Mr. Deepak Kumar (DIN:00677030), Managing Director of the company is liable to retire by the rotation at the 21^st Annual General Meeting of the company pursuant to section 152 of the companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rule, 2014 (including any statutory modification(s) or reenactments) thereof for the time being in force) and being eligible, for re-appointment.

The Independent Directors of the Company are appointed for a fixed term of 5 Years in compliance with the provisions of the Companies Act, 2013 and are not liable to retire by rotation. Each Independent Director has provided a formal declaration affirming compliance with the independence criteria as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.Additionally, in line with Regulation 25 of the Listing Regulations, all Independent Directors have confirmed that no circumstances exist or are reasonably expected to arise that could compromise their ability to exercise independent judgment or discharge their duties in an objective, unbiased and effective manner. The Company has 3 Director on Board as an Independent Director .The Composition of the Independent Director is as under along with meeting held by them

In accordance with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 a separate meeting of Independent Directors of the Company was convened during the Financial Year 2024-2025 and all Independent Directors were present at the Meeting .

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors is required to carry out an annual evaluation of its own performance, that of its committees, and individual Directors. For this purpose, the Company developed a structured framework incorporating key evaluation parameters, including a detailed questionnaire covering various aspects of the Board’s functioning, composition, culture, governance practices, and the performance of specific duties and responsibilities.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors.

The Directors expressed their satisfaction with the evaluation process.

Familiarization Programme has been conducted during the period under review for Independent Directors Pursuant to provisions of Regulation 25 of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations’) and Schedule IV of Companies Act, 2013.

The Board of Directors met 22 times during the financial year 2024-2025 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Board Meeting were held within the prescribed time limit under section 173 of Companies Act, 2013.Proper Quorum were present at all board meeting and Board meeting were conducted with proper compliance mentioned under Companies act, 2013 and SS-1 issued by ICSI.The Company has received a proper leave of Absence from the Directors who are unable to attend the scheduled board Meeting and Board has approved the same.

The details of Board Meeting conducted during the period under review are as follows:

Number of meetings attended by each director during the year:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2025, the Board of Directors hereby confirms that:

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

b. such accounting policies have been selected and applied consistently and the Directors 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 31st March, 2025 and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken 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. the annual accounts of the Company have been prepared on a going concern basis;

e. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Details of particulars of employees as required under rule 5 (2) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed in "Annexure -II".

The Board of Directors has constituted Three Committees, viz.:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

1. Audit Committee:

The Audit Committee was constituted on 5^th September, 2024. The Constitution, composition and functioning of the Audit Committee also meets with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company.The Composition of the Audit Committee is as under along with meetings held by them:

The Audit Committee shall have powers, including the following:

a. To investigate any activity within its terms of reference.

b. To seek information from any employee.

c. To obtain outside legal or other professional advice.

d. To secure attendance of outsiders with relevant expertise if it considers necessary.

The role of the Audit Committee shall include the following:

1. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

2. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

3. Examination of the financial statement and the auditors’ report thereon;

4. Approval or any subsequent modification of transactions of the company with related parties;

5. Overseeing of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

6. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

7. Formulation of a policy on related party transactions, which shall include materiality of related party transactions and making of omnibus approval of related party transactions;

8. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

i. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;

ii. Changes, if any, in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by management;

iv. Significant adjustments made in the financial statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to financial statements;

vi. Disclosure of any related party transactions;

vii. Modified opinion(s) in the draft audit report;

9. Reviewing, with the management, the quarterly, half yearly and Annual financial statements before submission to the Board for approval;

The Company has an effective internal control system that is commensurate with its size and nature of its Business Operations which is periodically reviewed and strengthened through revised standard operating procedures. The Company complies with all applicable Accounting Standards in maintaining its books of account and in the preparation of Financial Statements.

During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls. The management assessed the effectiveness of internal financial controls as of 31st March 2025 and confirmed that no material weaknesses in design or operation were observed.

The Board of Directors of the Company identify, evaluate business risks and opportunities. The Company has formulated the Risk Management Policy which indicates Companys standards for risk taking while conducting business and to provide an easy-to-access guide any time you have a question. Major risks identified by the businesses and functions are systemically addressed through mitigating action plan on a continuing basis.The Board of Directors of your Company is of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.

Human Resource Development (HRD) plays a pivotal role in enhancing workforce capabilities at workplace. Companies are focusing on upskilling through targeted training in technical areas, leadership, and functional roles.Special emphasis is placed on health and safety training to ensure a secure, compliant, and responsible work environment particularly in high-risk operational areas. During the financial year, the Company organized a series of awareness and training sessions across various departments, focusing on the holistic development and wellbeing of employees.

Further Industrial relation continues to be cordial. The Company Management express deep appreciation for the dedicated services rendered by workers, Vendors, Suppliers, Other Stakeholders associated with the company.

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity

Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

The Company has duly complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, including the constitution of the Internal Complaints Committee. The Company maintains a zero-tolerance policy towards sexual harassment and ensures strict adherence to the law in both letter and spirit.The following is the summary of sexual harassment complaints received and disposed off during the year:

The Company is engaged in Steel & metal manufacturing industry. Efforts are being continuously made to monitor the consumption and reduce energy costs. Your Company is committed to sustainable business practices by contributing to environment protection and considers energy conservation as one of the strong pillars of preserving natural resources. This also helps the Company in reducing carbon footprint across all its operations and improve the bottom-line under its sustainability mission.

The details of activities regarding conservation of energy, proper utilization of energy resources are as follows:

Your Company is committed towards technology driven innovation and inculcating an innovation driven culture within the organization. During the year under review, your Company continued to work on advanced technologies, up gradation of existing technology and capability development in the critical areas of current and future growth.

The details of foreign exchange earnings and outgo during the year under preview are as follows:

(Rs. In Lakhs)

Further The Board of Directors and the members of the Senior Management Team (one level below the Board of Directors) of the Company are required to affirm annual Compliance of code of conduct Code. A declaration signed by the WTD and Managing Director of the Company to this effect is placed at the end of this report as an "Annexure-VH"

There were no material changes and commitments made by directors/Management affecting the financial position of the company which have occurred after end of the financial year and upto the date of this report.

No orders have been passed by any Regulator or Court or Tribunal during the period under review which can have impact on the going concern status and the Company’s operations in future.

There was no instance of one-time settlement with any Bank or Financial Institution during the period under review. Hence requirement of such disclosure is not applicable to your Company during the period under review.

NO application has been made under IBC code, 2016 by and against the Company, hence requirement of disclosure of application made or pending under IBC,2016 during the period under review is not applicable to the Company There was no such instance occurred during the period under review.

The Company has complied with the Secretarial Standards, issued by the Institute of Company Secretaries of India, and notified by the Central Government during the period under review.

The Company has complied with all applicable mandatory requirements as prescribed under the relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 , Labour Laws and and other laws as applicable on the Company during the period under review.

The Statements contained in the Board Report 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 result

The Key Policies as adopted by the Company as per Companies Act, 2013 and SEBI (LODR) Regulations, 2015 are as follows:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, Government Authorities, customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.