Rama Steel Tubes Ltd Directors Report

REPORT OF BOARD OF DIRECTORS

Dear Members,

Your Board of Directors are pleased to present the 52^nd Annual Report of the Rama Steel Tubes Limited (the "Company" or "RAMA"). The summary of Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2026, are given below:

1. FINANCIAL RESULTS

				(Rs. in Lakhs)
	Standalone		Consolidated
Particulars	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	95,433.38	84,002.62	112,411.91	104,805.22
Other Income	2,053.41	2,035.23	1,824.88	1,677.24
Total Revenue	97,486.79	86,037.85	114,236.79	106,482.46
EBIDTA	3073.68	3,075.08	3572.27	4638.69
Finance Costs	698.93	696.73	1,246.15	1,166.96
Depreciation and Amortisation Expenses	432.26	466.32	581.57	585.93
Share of profits from Associates and JVs	-	-	48.82	59.39
Net Profit Before Tax	1,942.49	1,912.03	1,744.55	2,885.80
Tax Expenses	489.00	511.90	649.85	611.40
Net Profit after Tax	1453.49	1,400.13	1,094.70	2,274.40
Other Comprehensive Income	18.45	17.79	643.98	113.51
Total Comprehensive Income	1,471.93	1,417.92	1,738.68	2387.90
Earning per equity share (Face Value of Rs.1 each)
Basic	0.09	0.09	0.08	0.15
Diluted	0.08	0.09	0.07	0.15

2. COMPANYS PERFORMANCE

The Company delivered a strong and resilient performance during the financial year 2025-26. This was driven by operational excellence, improved price realizations, enhanced efficiency, disciplined cost management, and the effective execution of strategic initiatives.

Standalone

During FY 2025-26, your company achieved Standalone Revenue from operations of Rs.95,433.38 Lakhs compared to Rs.84,002.62 Lakhs in FY 2024-25, representing a growth of approximately 13.61% over the previous year.

Standalone profit before tax (PBT) in FY 2025-26 was Rs.1.942.49 Lakhs compared to Rs.1,912.03 Lakhs in last FY 2024-25.

Standalone profit after tax (PAT) in FY 2025-26 was Rs. 1453.49 Lakhs compared to Rs.1,400.13 Lakhs in last FY 2024-25.

Consolidated

During the FY 2025-26, your company achieved Consolidated Revenue from operations of Rs.112,411.91 Lakhs compared to Rs.104,805.22 Lakhs in FY 2024-25, representing a growth of approximately 7.26 % over the previous year.

Consolidated profit before tax (PBT) in FY 2025-26 was Rs.1,744.55 Lakhs compared to Rs.2,885.80/- Lakhs in last FY 2024-25.

Consolidated profit after tax (PAT) in FY 2025-26 was Rs.1,094.70 Lakhs compared to Rs.2,274.40 Lakhs in last FY 2024-25.

3. DIVIDEND

The Board of Directors has considered it prudent not to recommend any dividend for the financial year under review, in order to conserve resources and support the Companys future growth requirements.

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the Dividend Distribution Policy, as approved by the Board, is available on the Companys website and can be accessed at www.ramasteel.com

4. TRANSFER TO RESERVE

The Board of Directors do not propose/recommended to transfer any sum to the General Reserve pertaining to FY 2025-26.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year 2025-26 under review, the Board of Directors approved the proposal to alter the Main Object Clause of the Memorandum of Association of the Company by inserting a new sub-clause 3 under Clause 3(A). The proposed amendment was subsequently approved by the members of the Company at the Extra Ordinary General Meeting ("EGM") held on June 18, 2025. The amendment is intended to broaden the scope of the Companys business activities by enabling it to undertake activities that are ancillary, complementary and supportive of its core operations in the renewable energy sector.

6. ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

Your Company has adopted Indian Accounting Standards (Ind AS). Accordingly, the standalone financial statements of the Company and the consolidated financial statements of the Company with its subsidiary/Associate for the financial year ended March 31, 2026, have been prepared in accordance with Ind AS as prescribed under section 133 of the Companies Act, 2013 (the "Act"), read with the relevant rules made there under and other accounting principles generally accepted in India.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES

The Company has four direct subsidiaries, namely Lepakshi Tubes Private Limited and Rama Defence Private Limited (both Indian wholly owned subsidiaries), and RST International Trading FZE (U.A.E.), a foreign wholly owned subsidiary. RST International Trading FZE has one step-down subsidiary, RST Industries Limited (Nigeria). The Company also has an interest in a partnership firm, i.e. Ashoka Infrasteel Partnership Firm.

Further, the Board of Directors, at its meeting held on April 9, 2025, approved the Companys exit from its joint venture, Pir Panchal Constructions Private Limited, as part of its strategic portfolio rationalisation and realized the investment by 25% stake in the said joint venture. Further note that, during the year, the Company also disinvested 10% of its equity stake in Onix IPP Private Limited.

During the financial year, Bigwin Buildsys Coated Private Limited, engaged in the coated structural steel business, became an Associate Company of the Company pursuant to the acquisition of a 24.81% equity stake.

Subsequently, Bigwin Buildsys Coated Private Limited issued further equity shares on a preferential basis, resulting in the dilution of the Companys shareholding from 24.80% to 9.32% of its equity share capital. Consequently, the Company ceased to have significant influence over Bigwin Buildsys Coated Private Limited and, accordingly, it ceased to be an Associate Company of the Company with effect from March 28, 2026, in accordance with the applicable provisions of the Companies Act, 2013 and the relevant Accounting Standards.

During the period under review, the Company did not have any material subsidiary.

Pursuant to Section 129 of the Companies Act, 2013 a statement in prescribed Form AOC-1, for the year ended on March 31, 2026 has been attached with the consolidated financial statements of the Company for the financial year ended March 31, 2026.

In accordance with provisions of Section 136 of the Companies Act, 2013 the standalone and consolidated financial statements of the company, along with relevant documents and separate audited accounts in respect of the subsidiaries, are available on the website of the company www.ramasteel.com.

Post-Financial Year Developments: -

Subsequent to the close of the financial year ended March 31, 2026, the Board of Directors, at its meeting held on May 30, 2026, has accorded its consent for striking- off of Rama Defence Private Limited, a wholly owned subsidiary of the Company ("subsidiary"). The subsidiary had not commenced any business or conducted any operations, transactions or activities since the date of its incorporation. Further, it may be noted that it was not a material subsidiary of the Company.

The policy for determining material subsidiaries as approved may be accessed on the Companys Website: https://ramasteel.com/asset s/pdf/annual/146/ PolicyfordeterminingMaterialSubsidiaries_n.pdf .

8. SECRETARIAL STANDARDS

During the period under review, the Company has duly complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

9. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review there was no proceeding initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

10. PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the year under review.

11. CORPORATE GOVERNANCE REPORT

The Company remains firmly committed to conducting its affairs with integrity, transparency, accountability, and a sustained focus on long-term value creation. It continues to uphold and adopt the highest standards of Corporate Governance, ensuring that its policies and practices are guided by principles of fairness, ethical conduct, and responsible decision-making. The Board of Directors, in its fiduciary capacity, remains dedicated to protecting and enhancing shareholder value while fostering trust and confidence among all stakeholders.

In line with its strategic objectives, the Company continues to strengthen its business model with a focus on capacity expansion and adherence to ethical practices, including the avoidance of conflicts of interest. Its organizational framework is aligned with evolving business requirements and is supported by robust internal controls and an effective risk management system. Through timely and transparent disclosures, the Company remains committed to maintaining high governance standards and delivering sustainable value over the long term.

Pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance, along with a certificate from M/s Arun Kumar Gupta & Associates, Company Secretaries, confirming compliance with the applicable requirements, forms an integral part of this Report as Annexure I.

12. CREDIT RATING

The Company has obtained the latest credit rating on December 20, 2025, from ICRA, and the details of the credit rating are as follows:

Long Term Rating	[ICRA]BB+; Watch developing (Placed on "Rating Watch with Developing Implications")
Short Term Rating	[ICRA]A4+; (Placed on "Rating Watch with Developing Implications")
Name of Credit Rating Agency	ICRA Limited

Further, pursuant to the no-objection certificate received from the bankers, ICRA Limited ("ICRA"), vide its letter dated July 13, 2026, has withdrawn, in accordance with ICRAs policy on the withdrawal of ratings, the ratings assigned to the Companys Long-Term Fund-Based Cash Credit and Short-Term Fund-Based Cash Credit facilities.

13. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

During the financial year ended March 31, 2026, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on arms length basis and were in compliance with the applicable provisions of the Act read with Regulation 23 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 Listing Regulations.

Further, the Company has not entered into any contract or arrangement or transaction with the related parties which were not on arms length basis or which could be considered material in accordance with the policy of the Company on materiality of related party transactions. In view of the above, it is not required to provide the specific disclosure of related party transactions in form AOC-2.

Your Directors draw the attention of the Members to note no. 47 of the Financial Statement which sets out related party disclosures.

The policy on Related Party Transactions as approved by the Board may be accessed on the Companys website at the link:

https://ramasteel.com/assets/pdf/annual/94/ RELATED%20PARTY%20TRANSACTION%20POLICY.pdf.

14. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In recent years, the need to address climate change, promote inclusive growth, and enable the transition to a sustainable economy has gained significant global prominence. Stakeholders, including investors, increasingly expect companies to operate in a responsible and sustainable manner, with enhanced focus on disclosures relating to Environmental, Social, and Governance (ESG) performance alongside traditional financial and operational metrics.

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) for the financial year 2025-26 has been prepared and is presented as a separate section of this Annual Report, forming part of Annexure II.

The BRSR outlines the Companys performance across key ESG parameters and is structured in alignment with the nine principles of the National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business.

15. CORPORATE SOCIAL RESPONSIBILITY

In line with the provisions of Section 135, Schedule VII of the Act, the Company has framed its Corporate Social Responsibility (CSR) policy for development of programmes and projects for the benefit of weaker sections of the society and the same has been approved by Corporate Social Responsibility Committee (CSR Committee) and the Board of Directors of the Company. The CSR policy of the Company provides a road map for its CSR activities.

The Companys CSR Policy can be accessed on its website at the following link: https://ramasteel.com/ assets/pdf/Corporate%20Social%20Responsibility%20 (CSR)%20Policy.pdf.

In accordance with the requirements of Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility (CSR) Committee. Details regarding the composition of the Committee and its terms of reference are available in the Corporate Governance Report.

During the year under review, the Company has made contribution of Rs.40.18 lakhs as CSR expenditure for CSR purposes as decided by the Committee and Board. The Annual Report on CSR activities containing all the requisite details (including brief of CSR Policy, CSR Committee as well as expenditure details) is annexed herewith as Annexure-III and forms an integral part of this report.

16. DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the Financial Year ended March 31, 2026, the applicable accounting standards had been followed and there has been no material departure;

b) that the selected accounting policies were applied consistently. Reasonable and prudent judgments and estimates were made 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Company had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls which are followed by the Company and such internal financial control 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 such systems are adequate and were operating effectively.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments/Re-appointments during the year under review

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on August 12, 2025, appointed Mr. Hari Shankar Singh (DIN: 11233459) as a whole time Director (Executive Director) of the Company for a term of 5 (five) consecutive years w.e.f August 12, 2025. Subsequently, his appointment was approved by shareholders of the Company by special resolution in the 51^st Annual General Meeting held on September 30, 2025.

Further, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Rakesh Chaturvedi (DIN: 01107166) as an Executive Director, liable to retire by rotation at its meeting held on January 20, 2026 for a period of five years from the date of meeting. Subsequently, his appointment was approved by shareholders of the Company by special resolution in Extra-ordinary General Meeting held on February 14, 2026.

The Board had, based on the recommendation of the Nomination and Remuneration Committee and Audit Committee at its meeting held on 12^th August, 2025 re-appointed Mr. Naresh Kumar Bansal as Chairman & Managing Director and on 25^th August, 2025 reappointed Mr. Jai Prakash Gupta as an Independent Director of the Company, for a further period of 5 years w.e.f. 1^st October, 2025 and 4th September, 2025, respectively, their appointment were approved by shareholders of the Company by special resolution in the 51^st Annual General Meeting held on September 30, 2025.

Mr. Vinod Pal Singh Rawat and Mr. Hari Shankar Singh tendered their resignation from the position of Directorship with effect from June 30, 2025 and January 08, 2026 respectively.

Mr. Manish Kumar, Company Secretary and Compliance Officer, resigned from their position with effect from the close of business hours August 12, 2025. Thereafter, based on the recommendation of the Nomination and Remuneration Committee, the Board appointed the appointment Mr. Vikas Sharma as the Company Secretary and Compliance Officer of the Company with effect from August 12, 2025.

The Company has received necessary disclosures and notices with respect to Appointment/Re-appointment as mentioned above.

Retirement by Rotation and Appointment of Directors

In accordance with the provisions of Section 152 of the Act and in terms of Articles of Association of the Company, Mr. Rakesh Chaturvedi will retire at the ensuing Annual General Meeting (AGM) and being eligible, offer themselves for re-appointment.

Also, during the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, reimbursement of expenses, if any.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, Mr. Naresh Kumar Bansal, Chairman & Managing Director, Mr. Richi Bansal Whole Time Director and CEO, Mr. Rajeev Kumar Agarwal, Chief Financial Officer and Mr. Vikas Sharma, Company Secretary are the KMPs of the Company as on March 31, 2026.

18. DECLARATION BY INDEPENDENT DIRECTOR(S)

In accordance with the Section 149(7) of the Act, each Independent Director has given a written declaration to the Company at the time of their appointment and at the first meeting of the Board of Directors in every financial year confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations and there has been no change in the circumstances which may affect their status as an independent director during the year.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 along with code of conduct for all members of board in terms of Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management. List of core skills, expertise and core competencies of the Board, including the Independent Directors, are given in the Corporate Governance Report forming an integral part of this Boards Report.

During the year under review, there is no change in Independent Directors of the Company, except as mentioned above.

19. BOARD EVALUATION

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 Companies Act, 2013 and 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 criteria such as the Board composition and structure, effectiveness of board 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 criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated at separate meetings of Independent Directors. Performance Evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

20. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the profiles of potential candidates for appointment of Directors and meets them prior to making recommendations of their nomination to the Board. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31,2026, the Board consist of 6 members, three of whom are executive and three are nonexecutive Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The policy of the Company 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 of the Companies Act, 2013, adopted by the Board. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company. The policy is available on the website of the Company at www.ramasteel.com

21. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

a. Transfer of unclaimed dividend to IEPF

No amount was transferred from the Unclaimed Divided Account to the Investor Education and Protection Fund (IEPF) established by the Central Government during the Financial Year 2025-26.

b. Transfer of shares to IEPF

In accordance with Section 124 of the Companies Act, 2013, no equity shares has been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the Financial Year 2025-26.

22. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

A formal familiarization programme was conducted about the amendments in the Companies Act, 2013, Rules prescribed thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws of the Company including BRSR, Best Practices in Industry, External Ratings and Disclosures, Stakeholder Engagement and Materiality, Risks and Opportunities etc. with the Board of Directors

The Company familiarizes its Independent Directors with their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, etc., through various programmes. These include orientation programme upon induction of new Director, as well as other initiatives to update the Directors on an ongoing basis.

23. FORFEITURE OF WARRANTS

The Company confirms that no warrants were forfeited during the financial year ended March 31, 2026.

24. CHANGES IN SHARE CAPITAL

As at March 31, 2026 the Authorised Share Capital of the Company is Rs.200,00,00,000/- (Rupees Two Hundred Crore Only) consisting of 200,00,00,000 (Two Hundred Crore only) Equity Shares of Rs.1/-(Rupees One) each and Issued and Paid-Up Share Capital is Rs. 163,60,40,979/- (One Hundred Sixty Three Crore Sixty Lakhs Forty Thousand Nine hundred Seventy Nine only) consisting of 163,60,40,979/- (One Hundred Sixty Three Crore Sixty Lakhs Forty Thousand Nine hundred Seventy Nine only) Equity shares of Face Value of Rs.1/- each.

During the year, Company issued 40,32,126 Equity Shares of face value of Re.1/- and 7,77,77,778 Equity Shares of face value of Re. 1/-, Aggregating to 8,18,09,904 equity shares of face value of Re 1/- each.

25. PROMOTERS SHAREHOLDING

During the year under review the promoters shareholding stood at 35.89% as of March 31, 2026.

26. AUDITORS AND AUDITORS REPORT

A. Statutory Auditors

The Members of the Company at their Annual General Meeting held on September 28, 2023, had approved the appointment of M/s Rawat & Associates, Chartered Accountants (Firm Registration No. 134109W), as the statutory auditors of the Company for a period of five years commencing from the conclusion of the 49^th AGM held on September 28, 2023 until the conclusion of 54^th AGM of the Company to be held in the year 2028.

The Auditors Report to the shareholders on the standalone and consolidated financial statement for the year ended March 31,2026, does not contain any qualification, observation or adverse comment.

Further, there was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Act and Rules framed thereunder.

B. Cost Auditors

The Company has maintained the cost records as prescribed by the Central Government under Section 148(1) of the Act.

In terms of Section 148 of the Act, the Company is required to get the audit of its cost records conducted by a Cost Accountant. In this connection, the Board of Directors of the Company in its meeting held on August 12, 2025, on the recommendation of the Audit Committee, approved the appointment of M/s Subodh Kumar & Co., Cost Accountants, (Firm Registration No. 104251) as the cost auditors of the Company for the Financial Year ending March 31, 2026.

The Cost Audit Report of the Company for the Financial Year ended March 31,2026 will be filed with the MCA after its noting by the Board. The Company has maintained accounts and records as specified under sub-section (1) of 148 of the Act. Further, the Cost Auditors have not reported any fraud under Section 143(12) of the Act.

Based on the recommendation of the Audit Committee, the Board had appointed M/s. Dhawan & Co., Cost Accountants, (Firm Registration No.: 006659), as the Cost Auditors to conduct the cost audit of the Company for FY 2026-27, subject to ratification of their remuneration by the members of the Company in the ensuing Annual General Meeting of the Company.

C. Secretarial Auditors

In terms of the amended provisions of Regulation 24A of the Listing Regulations and Section 204 of the Act, the members of the Company, based on the recommendation of the Board of Directors, appointed M/s. Arun Kumar Gupta & Associates, Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration Number- S2004DE075500) as Secretarial Auditors of the Company to conduct Secretarial Audit for a period of (5) five consecutive years commencing from FY 2025- 26 to FY 2029-30.

The Secretarial Audit Report for the financial year ended March 31, 2026 received from Secretarial Auditors is annexed herewith as Annexure ‘IV forming an integral part of this Boards Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. During FY 2026, Secretarial Auditors have not reported any matter of fraud under Section 143(12) of the Act, therefore no disclosure is required under Section 134(3)(ca) of the Act.

Pursuant to Regulation 24(A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has obtained annual Secretarial Compliance Report from M/s Arun Kumar Gupta & Associates (CP No. 5086), Company Secretaries, and the same has been submitted to the stock exchange within the prescribed time limits.

D. Internal Auditor

In accordance with Section 138 of the Companies Act, 2013 read with rules thereunder Mr. Ranjeet Singh was appointed as Internal Auditor of the Company for FY 2025-26 to conduct the internal audit of the functions and activities of the Company.

The Company has appointed Mr. Sumit Sharma as an Internal Auditor of the Company to conduct the internal audit for the FY 2026-27. During the year under review no observation, qualification or adverse mark was reported by the Auditor.

27. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of SEBI LODR Regulations, the Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Company business.

28. STATEMENT OF DEVIATION(S) OR VARIATION(S)

In accordance with Regulation 32 of SEBI LODR Regulation, the Company has fully utilized the fund which is raised during the Financial Year by the Company for its working capital and general corporate purposes. There is no deviation or variation of fund during the year under review.

29. BOARDS COMMITTEES

The Committees composition, charters and meetings held during the year and attendance there are given in the Report on Corporate Governance forming part of this Annual Report.

30. INTERNAL FINANCIAL CONTROL AND RISK MANAGEMENT

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Risk Management Committees composition, charters and meetings held during the year and attendance there are given in the Report on Corporate Governance forming part of this Annual Report.

31. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy in compliance with the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI LODR Regulations. The policy provides for a framework and process whereby concerns can be raised by its Employees/Directors or any other person against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them through an e-mail, or a letter for this purpose to the Vigilance Officer /Chairman of the Audit Committee.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at: https://ramasteel.com/assets/pdf/Whistle%20

Blower%20and%20Vigil%20Mechanism%20Policy%20 for%20Directors%20and%20Employees.pdf.

32. NUMBER OF MEETINGS OF THE BOARD

Ten meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report. The maximum interval between any two meetings did not exceed 120 days.

33. LOANS, GUARANTEES AND INVESTMENTS

Details of the Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013, if any, are given in the notes to the financial statements pertaining to the year under review.

34. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A) CONSERVATION OF ENERGY:

The Company has always been particular to conservation of energy on continuous basis by closely monitoring energy consuming equipment involving use of energy generating diesel set and power purchased from Electricity Board.

S.No. Particular	Brief
I. The steps taken or impact on conservation of energy	The Company has adopted measures as use of solar power and it has now proved to be very beneficial, not only for the environment but also financially. The technology has been improved considerably, turning into a very efficient source of clean energy, Reduce energy loss, Reduce electricity bills by decreasing the Energy Rate, Low maintenance cost and Minimum breakdowns.
II. The steps taken by the Company for utilising alternate sources of energy	The company is switching from Furnace Oil to PNG because it emits significantly fewer greenhouse gases compare to furnace oil, now we relies on this eco-friendly fuel, reinforcing its commitment to sustainable and responsible growth.
III. The capital investment on energy conservation equipment	The company enhanced energy efficiency by changing the controllers with capacitors at an investment of Rs. 1.12 lakhs.

B) TECHNOLOGY ABSORPTION :

S. No. Particular	Brief
I. The efforts made towards technology absorption	The Company is continuously on the lookout for the latest and cutting-edge technologies to improve its operational performance.
II. The benefits derived like product improvement, cost reduction, product development or import substitution	The efforts made towards technology absorption resulted in benefits like product improvement lines to improve manpower productivity.
III. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	Nil
a) the details of technology imported
b) the year of import
c) whether the technology been fully absorbed
d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
IV. The expenditure incurred on Research and Development	Nil

C) FOREIGN EXCHANGE EARNING AND OUTGO :

	2026	2025
a) Total Foreign Exchange Earning	192.27	444.52
b) Total Foreign Exchange Outgo	0.00	0.00

35. EXTRACT OF ANNUAL RETURN

In accordance with provisions of Section 134(3)(a) of the Companies Act, 2013, the annual return as required under Section 92 of the Act for the financial year 202526, is available on the Companys website at https:// ramasteel.com/annual-return.php.

36. COST RECORDS

In terms of Rule 8(5) of Companies (Accounts) Rules,2014, the Company is required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 read with rule 3 of Companies (Cost Records and Audit) Rules, 2014 and accordingly such accounts and records are made and maintained by the Company.

37. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

There were no material changes or commitments affecting the financial position of the Company between the end of the Financial Year and the date of this Report.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

No complaint has been received for sexual harassment of women at work place by the Company during the financial year 2025-26.

39. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing

in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when Trading Window is closed.

40. PARTICULARS OF EMPLOYEES RELATED DISCLOSURES

a. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

i. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Executive directors	Ratio to median remuneration
Mr. Naresh Kumar Bansal	23.92
Mr. Richi Bansal	23.92
Mr. Rakesh Chaturvedi	13.16

Note: The sitting fees paid to the independent directors have not been considered as remuneration for the purpose of calculating the median remuneration.

ii. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Directors, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Mr. Naresh Kumar Bansal, Managing Director	(10.45)
Mr. Richi Bansal, Whole Time Director and Chief Executive Officer	(5.51)
Mr. Rakesh Chaturvedi, Executive Director	N.A.
Mr. Rajeev Kumar Agarwal, Chief Financial Officer	2.81
Mr. Vikas Sharma, Company Secretary	N.A.

Note: Mr. Vikas Sharma and Mr. Rakesh Chaturvedi were appointed w.e.f 12.08.2025 and 20.01.2026, Respectively. Hence, change in their remuneration during the year is not applicable.

b. The percentage increase in median remuneration of employees in the financial year: 18.38%

c. The number of permanent employees on the rolls of Company: 100

d. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year : 4.50%.

Average percentage increase in the managerial remuneration: (8.05)%.

e. The Company affirms that the remuneration is as per remuneration policy of the Company.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no such employee drawing remuneration in excess of the limits set out in the said rules and are required to be disclosed.

Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above rules form part of this report. However, in terms of provisions of section 136 of the said Act, the report and accounts are being sent to all the members of the Company and others entitled thereto, excluding the said particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary at investors@ ramasteel.com. The said information is available for inspection at the Registered Office of the Company during working days of the Company upto the date of the ensuing AGM.

41. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 52^nd Annual General Meeting of the Company including the Annual Report for FY 2025-26 are being sent to all Members whose e-mail addresses are registered with the Company/Depository Participant(s). Further, the Company is being sent a letter providing the web-link, including the exact path, where complete details of the Annual Report will be available, to those shareholder(s) who have not registered their email ids with the Company and Companys Registrar and Transfer Agent ("RTA").

42. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Voluntary revision of Financial Statements or Boards Report;

b) Instance of fraud which required the statutory auditors to report to the Audit Committee and/ or Board under Section 143(12) of the Act and rules framed thereunder;

c) Issue of equity shares with differential rights as to dividend, voting or otherwise;

d) No significant and material orders were passed by the Regulators/ Courts/Tribunals which impact the going concern status and Companys operations in future;

e) Managing Directors and Whole Time Director have received the Commission of the Company within a regulatory limits of the Companies Act, 2013 and Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries Companies;

f) The Company has not made any one-time settlement for loans taken from the Banks or

Financial Institutions, and hence 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.

g) The Company has complied with the provisions of Maternity Benefit Act 1961

h) There was no instance of any Employee Stock Options, Equity Share with differential voting rights as to dividend, voting or otherwise.

43. APPRECIATION

The Directors acknowledge the contributions made by the employees, customers, vendors of the Company and the communities in which the Company operates towards the success and growth of the company.

Your Directors also take this opportunity to express sincere thanks to the Government Authorities, Financial Institutions and the Bankers for their co-operation and assistance to the Company.

The Directors would also like to acknowledge the continued support of the Companys shareholders and investors in all its endeavors.

	For and on behalf of the Board
	Sd/-
	(Naresh Kumar Bansal)
Place: New Delhi	Chairman & Managing Director
Date: August 14, 2026	DIN: 00119213