Rajnandini Metal Ltd Directors Report

To The Members,

The Board of Directors are pleased to present the 16th Annual Report of the Company together with the audited Financial Statements for the year ended March 31, 2026.

1. THE STATE OF THE COMPANY AFFAIR

Our Company has a manufacturing unit spread in around 2 acres of land situated at Plot No. 344, Sector-3, Phase-II, IMT Bawal, Rewari, Haryana-123501, solely dedicated for production of Copper products. Our Company is rapidly growing in manufacturing of copper products. Copper is the most widely used conductor in many kinds of electrical wiring. Copper has the lowest resistance to the flow of electricity of all non-precious metals. With the use of highly sophisticated technology and imported machinery, we are a pioneer in manufacturing of high-grade Copper Continuous Casting Rods which does not only have a uniform high electrical conductivity but also ensures maximum efficiency in conducting Electrical power and signals.

2. FINANCIAL PERFORMANCE

REVENUE

The total income achieved by your Company during the FY 2025-26 was Rs. 264.74 crores against the total income of Rs. 1,041.91 crores achieved during last fiscal. Operating income for the current year decreased by Rs. 263.33 crores against Rs. 1,033.58 crores during last fiscal. The decline in sales during the year was primarily due to the recall of the credit facilities extended to the Company by its lending banks, which adversely impacted its working capital position and business operations.

EXPENSES

The total expenditure for the FY 2025-26 amounted to Rs. 264.60 crores as against expenditure of Rs. 1,044.63 crores during last fiscal.

PROFIT

During the Financial Year 2025 26, your Company reported a profit before tax of Rs. 10 lakhs. However, due to the impact of tax expenses, the Company incurred a loss after tax of Rs. 32 lakhs, as compared to a loss before tax of Rs. 2.72 crores and a loss after tax of Rs. 2.17 crores during the previous financial year.

SHARE CAPITAL

During FY 2025-26, your Company has not increased its Authorized Share Capital.

3. FINANCIAL HIGHLIGHTS

Particulars	Year Ended 31.03.2026	Year Ended 31.03.2025
	(Rs. in Lakhs)	(Rs. in Lakhs)
Revenue from operations	26,333	1
Other income	141	8
Profit Before Finance Cost,	1,156	3,758
Depreciation & Amortization, Other
Expenses and Taxation
Less: Finance Cost	314	1,317
Less: Depreciation and amortization	118	1
Less: Other Expenses	710	2,593
Profit Before tax	1
Less: Provision for tax
Current Tax	7
Deferred Tax	(29)	(73)
Net Profit for the Year	(32)	(217)
Add: Other Comprehensive Income	2	9
Total Comprehensive Income	(3)	(215)
Interim Dividend paid	-	-

4. DIVIDEND

During the year, the Board of Directors have not declared any dividend for the period under review.

5. TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserve for the financial year ended March 31, 2026.

6. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year ended March 31, 2026.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Manoj Kumar Jangir (DIN-08069170), who retires by rotation at this meeting and being eligible has offered himself for reappointment. The Board recommends the re-appointment of Mr. Manoj Kumar Jangir as Director liable to retire by rotation. The information in terms of Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been provided in this notice convening the Annual General Meeting.

Mr. Arun Sharma and Mr. Sanjeev Chhaudha have been re-appointed as the Independent Director of the company for the second term in the Board Meeting held on November 06, 2025 subject to the approval of the Shareholder of the Company.

During the period, Mr. Sanjay Choudhary (DIN-11224217) has resigned as the Managing Director of the company w.e.f. February 27, 2026 due to his other prior commitments. The Board places on record deep appreciation for guidance and support provided by Mr. Sanjay Choudhary during his tenure with the Company.

Further, pursuant to the recommendation of Nomination and Remuneration Committee and Board of Directors, Mr. Ashok Kalra (DIN-09024019) has been appointed as the Managing Director of the company w.e.f. February 27, 2026 for a period of 3 years from February 27, 2026 to February 26, 2029, subject to the approval of the shareholders.

Mr. Pradeep Kumar Verma (DIN: 10749814) has been appointed as the Independent Director of the Company for a period of 5 years w.e.f. June 08, 2026 subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company.

Apart from above, there has been no change in the Directors and KMPs of the Company during the Financial Year 2025-26.

Presently, the Board of Directors and KMPs of the Company comprise of the following as on March 31, 2026:

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

The particulars required to be furnished under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Account) Rules, 2014 are set out in Annexure-1, which forms part of the report.

9. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year, no material changes have occurred and commitments made, affecting the financial position of the Company, between the end of the financial year of the Company and the date of this report.

There is no order passed by any regulator or court or tribunal against the Company, impacting the going concern concept or future operations of the Company.

10. LOANS, GUARANTEES OR INVESTMENTS

The Company has adhered to the provisions of section 186 of the Companies Act, 2013 in respect of loans, advances and investments which are duly accounted for & reflected in the audited financial statements (refer Note No. 12 to the “Notes to IND AS Financial Statements”).

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company. Therefore, disclosure in form AOC-1 is not applicable.

12. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the year were in the ordinary course of business and at arms length basis and were entered with the omnibus/prior approval of the Audit Committee, which were periodically placed before the Board for review. The details of the transactions with related party are provided in the companys financial statements in accordance with the applicable provisions/ Accounting Standards.

Disclosure required under Schedule V of SEBI (LODR) Regulations, 2015 read with Regulation 34(3) is given as under:

Sl. No.	Disclosures of amounts at the year end and the maximum amount of loans/ advances/ Investments outstanding during the year	Details
1.	Loans and advances in the nature of loans to subsidiaries by name and amount	NA
	Loans and advances in the nature of loans to associates by name and amount.	NA
	Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount.	NIL
2.	Investments by the loanee in the shares of parent company and subsidiary company, when the company has made a loan or advance in the nature of loan.	NIL

The company has a policy on materiality of and dealing with Related Party Transactions, as approved by the Board, which is available at its website www.rajnandinimetal.com. Therefore, disclosure in form AOC-2 is not applicable.

13. STATUTORY AUDITORS

M/s. Krishna & Associates, Chartered Accountant (FRN: 013169C), the Statutory Auditors of the Company were appointed in the 15th Annual General Meeting of the Company held on September 26, 2025 for a period of 5 (five) consecutive years to hold the office until the conclusion of 20th Annual General Meeting of the Company.

M/s. Krishna & Associates, in their audit report as on March 31, 2026, have mentioned a qualification stating that the Company was subjected to a search by the GST Authorities based on certain information available with them. Pursuant to the search, the GST Authorities have alleged that the Company had availed ineligible Input Tax Credit (ITC) of GST in earlier years. Consequently, an order was passed under Section 74 of the CGST Act, 2017, on January 16, 2025, directing the Company to deposit the ineligible ITC amounting to 96.14 crores, along with interest of 98.42 crores and a penalty of 96.14 crores, aggregating to a total demand of 290.70 crores.

The Management is of the strong view that the Company had legitimately availed the GST input credit and that the allegation made by the GST Authorities is not tenable. The Management has filed an appeal before the appellate authority. In the opinion of the Management, based on the facts and circumstances of the case, the full documentary evidence of entitlement to the input credit, and legal advice obtained, this liability will not crystallize. Accordingly, no provision for this liability has been considered necessary in these accounts.

The Audit Committee and the Board have reviewed the observations of the Statutory Auditor and concur with the managements explanation.

14. COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the cost accounts and records are being made and maintained by the Company.

Based on the recommendation of Audit Committee, the Board approved the appointment of M/s. Vandana Bansal & Associates, Cost Accountants, as the Cost Auditors of the Company for the financial year 2026-27 at a remuneration of Rs. 1,25,000/- plus taxes and out of pocket expenses. The proposed remuneration of the Cost Auditors would be approved by the members in the ensuing Annual General Meeting.

Cost Audit Report for the financial year ended on March 31, 2026 has been approved by the Board of Directors in their meeting held on August 13, 2026.

15. SECRETARIAL AUDIT REPORT

Secretarial Audit was conducted during the year by the Secretarial Auditor Abhishek J & Co., Company Secretaries (Peer reviewed), appointed in the 15th Annual General Meeting held on September 26, 2025 for a period of 5 (five) consecutive years from FY 2025-26 till FY 2029-30. The Secretarial Audit Report is attached as Annexure-2.

The management response on the observation given by the Secretarial Auditor in the Audit Report is as-

Sl.No.	Observation	Management Response
1.	Composition of Board of Directors Regulation 17 - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015	The Company has appointed new Director on June 08, 2026 subject to the approvals of the members in the ensuing AGM.
	Number of board member is less than six as on March 31, 2026.

16. REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the Auditors have reported to the Audit Committee, or to the Board, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

17. INTERNAL FINANCIAL CONTROLS

The Company has policies and procedures in place for ensuring orderly and efficient conduct of its business including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The details of internal control systems are given in the Management Discussion and Analysis Report (MDAR).

18. VIGIL MECHANISM

The Company has established a vigil mechanism that enables the Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors and employees who avail the mechanism. In exceptional cases, Directors and employees are provided direct access to the Chairman of the Audit Committee. Vigil Mechanism (Whistle Blower Policy) is available o n the Companys website www.rajnandinimetal.com.

19. PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in Annexure-3 of this report.

Number of permanent employees as on the closure of financial year were as under:

Male	88
Female	5
Transgender	-
Total	93

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

The company has a policy on prohibition, prevention and redressal of sexual harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as contained under “Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013”.

The company has complied with the provision relating to constitution of Internal Complaints Redressal Committee under the Act. The Internal Committee composed of internal members and an external member who has extensive experience in the field.

During the financial year 2025-26, the details of the complaints were as under

Sl.No.	Particulars	Details
1.	Number of complaints of sexual harassment received during the year	Nil
2.	Number of complaints disposed of during the financial year	NA
3.	Number of cases pending for more than 90 days	Nil

21. COMMITMENT TO QUALITY AND ENVIRONMENT

Rajnandini recognizes quality and productivity as a pre-requisite for its operations and has implemented the following standards-

ISO 9001:2015

ISO 14001:2015

ISO 45001:2018

Anti-pollution systems are fully installed and operational. Continuous efforts to preserve the environment are pursued.

22. BOARD MEETINGS

The details of number and dates of meetings held by the Board and its Committees, attendance of Directors and sitting fee/ commission/ remuneration paid to them is given separately in the attached Corporate Governance Report.

23. ANNUAL RETURN

The particulars required to be furnished under Section 92(3) read with Section 134(3) of the Companies Act, 2013 and with Companies (Management and Administration) Rules, 2014 as prescribed will be available at companys website link at https://www.rajnandinimetal.com/investor.

24. INDEPENDENT DIRECTORS DECLARATION

During the period under review, all Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board confirms that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 making them eligible to act as Independent Directors.

25. PERFORMANCE EVALUATION OF BOARD & INDIVIDUAL DIRECTORS

In compliance with Section 178 of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board, its committees and of individual directors was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

The performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation, the directors who were subject to evaluation, did not participate.

In the opinion of the Board, the Independent Directors possess relevant integrity, expertise and experience required to perform their duties and are independent of the Management. All the Independent Directors had cleared the online proficiency test being conducted by Indian Institute of Corporate Affairs.

26. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy applies to Directors, Key Managerial Personnel and Senior Management Personnel. The policy was recommended by the Nomination and Remuneration Committee and approved by the Board.

The policy is available o n the companys website and web link for the same is https://www.rajnandinimetal.com/RajnandiniMetalImage/InvestorsPdf/nomination-remuneration-policy-1.pdf. The policy is designed to attract, motivate and retain manpower by creating congenial work environment and inculcating a sense of belonging, besides offering appropriate remuneration package and superannuation benefits. The appointment and remuneration of Executive Directors is based on merit and seniority of person. Non- Executive Directors are paid sitting fee in accordance with the Companies Act, 2013.

During the period under review, there has been no change in the policy.

27. DEPOSITS

Your Company has not accepted any deposit and, accordingly, no amount was outstanding as at the Balance Sheet date. The provisions of Section 73 of the Companies Act, 2013 and Rules made thereunder with reference to acceptance of deposits are not applicable on the Company.

28. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The company have not transferred any dividend to IEPF.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as Annexure-4 to this Report.

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis Report.

30. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Corporate Social Responsibility Committee comprised of Mr. Arun Sharma as the Chairman and Mr. Manoj Kumar Jangir and Mr. Ashok Kalra as the members.

The web-link of the CSR Policy is https://www.rajnandinimetal.com/RajnandiniMetalImage/InvestorsPdf/csr-policy-1.pdf.

Report on CSR activities is given in Annexure-5 forming part of this report.

31. AUDIT COMMITTEE

Audit Committee comprised of Mr. Arun Sharma as Chairman and Mr. Sanjeev Chhaudha and Mr. Manoj Kumar Jangir as members.

The details of terms of reference of the Audit Committee, member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

32. NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee comprised of Mr. Arun Sharma as Chairman and Mr. Sanjeev Chhaudha and Mrs. Ankita Bhargava as members.

The details of terms of reference of the Nomination and Remuneration Committee, member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

33. STAKEHOLDER RELATIONSHIP COMMITTEE

Stakeholders Relationship Committee comprised of Mr. Sanjeev Chhaudha as Chairman and Mr. Manoj Kumar Jangir & Mr. Arun Sharma as members.

The details of terms of reference of the Committee, member, dates of meetings held and attendance of the Directors are given separately in the Corporate Governance Report.

34. RISK MANAGEMENT

The Board of Directors has adopted a risk management policy to develop and implement risk management procedure/ plan including their in elements of risks, if any which in the opinion of the Board may threaten the existence of the Company.

35. CORPORATE GOVERNANCE

A separate report of the Board of Directors of the Company on Corporate Governance is included in the Annual Report as Annexure-6.

36. BUSINESS REPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your company for the financial period ended March 31, 2026.

37. LISTING

The equity shares of your Company are listed on the National Stock Exchange of India (NSE) Limited.

38. DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on March 31, 2026, 100% of the share capital stands dematerialized

39. CODE OF CONDUCT

Directors, Key Managerial Personnel and Senior Management of the company have confirmed compliance with the Code of Conduct applicable to the Directors and Employees of the company and the declaration in this regard made by the Managing Director forms a part of this report of the directors. Code of Conduct is available on the companys website www.rajnandinimetal.com.

40. COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

The certificate from M/s. Abhishek J & Co., Practicing Company Secretaries confirming compliance with the requirements of Corporate Governance as stipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual report.

41. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (SS-1 and SS-2) respectively relating to Meetings of the Board and its Committees which have mandatory application.

42. DETAILS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application has been made nor any proceeding is pending under the Insolvency & Bankruptcy Code, 2016.

43. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

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

44. DETAILS OF DIFFERENCE IN VALUATION AMOUNT

Disclosure with respect to difference between the amounts of the valuation executed at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable of the Company.

45. ANNEXURES FORMING PART OF DIRECTORS REPORT

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report:

Annexure	Particulars
1	Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
2	Secretarial Audit Report 2013
3	Particulars of Employees under Section 134(3)(q) and Section 197(12) of the Companies Act,
4	Management Discussion and Analysis Report
5	Report on Corporate Social Responsibility
6	Corporate Governance Report

46. CAUTIONARY STATEMENT

Statements in this report, describing the Companys objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Regulations.

Actual results may differ materially from those stated in the statement. Important factors that could influence the Companys operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

47. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors wish to inform members that the Audited Accounts containing Financial Statements for the Financial Year 2025-26 are in conformity with the requirements of the Companies Act, 2013. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Companys financial condition and results of operation.

In accordance with the provisions of Section 134(3)(C) of the Companies Act, 2013 your Directors further confirm as under:

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

(ii) That 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 period and of profit or loss of the Company for that period;

(iii) That the Directors have taken proper and sufficient care for the maintenance of the 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) That the Directors have prepared the annual accounts on a “going concern basis”.

(v) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(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.

The Companys Internal Auditors have conducted periodic audits to provide reasonable assurance that the Companys approved policies and procedures have been followed.

48. OTHER DISCLOSURES

During the year under review, there being no transactions/ event/ occasion with respect to following items, therefore, no disclosure or reporting is required in respect of the same:

i) Issue of equity shares with differential rights as to dividend, voting or otherwise; ii) Issue of debentures, bonds or any other convertible or non-convertible securities; iii) Buy-back of shares under Section 67(3) of the Act; iv) Details of revision of the financial statement or the Report; v) Amounts received from any director or their relatives; vi) Change in Share Capital of the Company and issuance of warrants; vii) Companys securities were not suspended for trading during the year; viii) Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme; ix) Agreements of the nature as stated in Clause 5A of paragraph A of Part A of Schedule III of the SEBI Listing Regulations, 2015.

49. APPRECIATIONS

Your Directors express their sincere gratitude to the Members for their continued trust and support. The Board also acknowledges the cooperation received from regulatory bodies, customers, suppliers, bankers, business associates and other stakeholders. Your Directors further place on record their appreciation for the dedication and commitment of the employees at all levels, which continues to contribute significantly to the Companys growth and performance.

	For and on behalf of Board of Director
	sd/-
	Ashok Kalra
	Managing Director
	DIN: 09024019
Date: August 13, 2026
Place: Bawal