Rajputana Stainless Ltd Directors Report

• Nomination & Remuneration Policy

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

10. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

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

11. AUDIT COMMITTEE

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

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

12. CHANGES IN KEY MANAGERIAL PERSONNEL

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

13. DIRECTORS RESPONSIBILITY STATEMENT

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

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

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2026 and of the profit and loss of the company for the year ended on that date;

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

14. UTILISATION OF IPO PROCEEDS

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

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

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

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

15. CORPORATE GOVERNANCE REPORT

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

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

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

17. GENERAL MEETINGS

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

18. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

19. CORPORATE SOCIAL RESPONSIBILITY

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

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

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

20. RELATED PARTY TRANSACTIONS

21. AUDITORS STATUTORY AUDITORS:

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

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

year 2030-31, at such remuneration as may be determined by the Board of Directors of the Company in consultation with the Auditors M/s. RUPAREL & BAVADIYA, Chartered Accountants, Vadodara.

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

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

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

SECRETARIAL AUDITOR:

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

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

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

COST AUDITOR:

Pursuant to Section 148 of the Companies Act, 2013, read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the company in respect of its Stainless Steel business is required to be audited. On the recommendation of the Audit Committee the Board had

appointed M/s. Y S Thakar & Co., Cost Accountants, Vadodara as the Cost Auditor for auditing cost accounts of the Company for the financial year 2026-2027 on such terms, conditions and remuneration as decided between Cost Auditor and the Board of Directors of the company.

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

INTERNAL AUDITOR:

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

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

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

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

23. REPORTING OF FRAUDS BY AUDITORS

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

24. COST AUDIT

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

25. ANNUAL RETURN

26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

27. MATERIAL CHANGES AND COMMITMENTS

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

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

28. VIGIL MECHANISM

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

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

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

29. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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

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

30. HUMAN RESOURCE

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

Number of Employees as on the closure of financial year

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

31. PARTICULARS OF EMPLOYEES

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

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

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

33. RISK MANAGEMENT

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

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

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

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

34. DEPOSITS

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

35. CREDIT RATING

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

36. INSURANCE

The assets of your company are adequately insured.

37. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

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

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

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

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

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

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

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

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

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

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

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

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

39. SEXUAL HARRASMENT POLICY

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

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

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

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

40. SECRETARIAL STANDARDS

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

41. INDUSTRIAL RELATIONS

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

42. INSOLVENCY AND BANKRUPTCY CODE

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

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable to the Company.

43. OTHER DISCLOSURES

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

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

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

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

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

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

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

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

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

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

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

10. Disclosure under Maternity Benefit Act, 1961

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

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

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

44. ACKNOWLEDGEMENTS

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