Rama Steel Tubes Ltd Directors Report

Dear Members,

Your Board of Directors are pleased to present the 51st 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, 2025, are given below::

1. FINANCIAL RESULTS

( in Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	84,002.62	79,407.07	104,805.22	104,650.95
Other Income	2,035.23	966.57	1,677.24	432.00
Total Revenue	86,037.85	80,373.64	106,482.46	1,05,082.95
EBIDTA	3,075.08	4654.44	4638.69	6368.38
Finance Costs	696.73	1,230.54	1,166.96	2,124.59
Depreciation and Amortisation Expenses	466.32	437.76	585.93	564.43
Share of profits from Associates and JVs	-	-	59.39	73.55
Net Profit before Tax	1,912.03	2,986.13	2,885.80	3,752.90
Tax Expenses	511.90	716.03	611.40	753.27
Net Profit after Tax	1,400.13	2,270.10	2,274.40	2,999.63
Other Comprehensive Income	17.79	16.46	113.51	(332.89)
Total Comprehensive Income	1,417.92	2,286.56	2387.89	2,666.74
Earning per equity share (Face Value of 1 each)
Basic	0.09	0.43	0.15	0.50
Diluted	0.09	0.42	0.15	0.49

2. COMPANYS PERFORMANCE

The business performance of the company during the financial year 2024-25 was good and resilient. The Company was able to perform through its operational excellence, better price realization, higher efficiency, effective cost management practices and well executed strategies.

Standalone

During FY 2024-25, your company achieved Standalone Revenue from operations of 84,002.62 Lakhs compared to 79,407.07 Lakhs in FY 2023-24, representing a growth of approximately 5.79% over the previous year.

Standalone profit before tax (PBT) in FY 2024-25 was 1,912.03 Lakhs compared to 2,986.13 Lakhs in last FY 2023-24.

Standalone profit after tax (PAT) in FY 2024-25 was 1,400.13 Lakhs compared to 2,270.10 Lakhs in last FY 2023-24.

Consolidated

During the FY 2024-25, your company achieved Consolidated Revenue from operations of 104,805.22 Lakhs compared to

104,650.95 Lakhs in FY 2023-24, representing a growth of approximately 0.15 % over the previous year.

Consolidated profit before tax (PBT) in FY 2024-25 was

2,885.80 Lakhs compared to 3,752.90 /- Lakhs in last FY 2023-24.

Consolidated profit after tax (PAT) in FY 2024-25 was

2,274.40 Lakhs compared to 2,999.63 Lakhs in last FY 2023-24.

3. DIVIDEND

The Board of Directors of your Company has deemed it prudent not to recommend any dividend for the financial year under report to retain the profits, in order to meet the requirements of future growth.

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the Dividend Distribution Policy duly approved by the Board is available on the website of the Company 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 2024-25.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year 2024-25 under review, there was no change in the nature of business of the company. Subsequent to the close of the financial year, the Board of Directors approved the proposal to alter the Main Object Clause of the Memorandum of Association by inserting a new sub-clause 3 under Clause 3(A), which was subsequently approved by the members of the Company in EGM held on June 18, 2025.

The amendment is aimed at expanding the Companys business activities to include areas that support and enhance its core operations in the renewable energy sector. The Company, engaged in Independent Power Production (IPP) and EPC of solar power projects, also participates as a consortium partner in utility-scale solar ventures and provides financial and strategic support to improve project execution and bankability. This change will enable the Company to explore new opportunities aligned with its growth strategy in the clean energy space.

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, 2025, 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 named as Lepakshi Tubes Private Limited (Indian Wholly Owned Subsidiary), Rama Defence Private Limited (Indian Wholly Owned Subsidiary), RST International Trading FZE (U.A.E) (Foreign Wholly Owned Subsidiary) having one Step-down Subsidiary i.e. RST Industries Limited (Nigeria) and one partnership firm i.e. Ashoka Infrasteel Partnership Firm.

During the year, Rama Defence Private Limited became a wholly owned Indian subsidiary of the Company. This acquisition was undertaken with the objective of exploring and executing opportunities within the defence infrastructure sector. Further, Oram Green Energy Limited, engaged in the renewable energy became the associate company by virtue of acquisition of equity stake of 40 %. In addition, the Company entered into a consortium agreement with Onix Renewable Limited for investment in a renewable energy project, wherein the Company has invested a 10% equity stake in Onix IPP Private Limited. During the period there was no material subsidiary of the Company.

Pursuant to Section 129 of the Companies Act, 2013 a statement in prescribed Form AOC-1, for the year ended on March 31, 2025 has been attached with the consolidated financial statements of the Company for the financial year ended March 31, 2025.

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. The company will provide the annual accounts of the subsidiaries and related detailed information to the shareholders of the Company on specific request made to it in this regard by the shareholders.

Post-Financial Year Developments:

Bigwin Buildsys Coated Private Limited, engaged in coated structural steel segment, became the associate company by virtue of acquisition of equity stake of 24.81%.

Further, The Board of Directors, at its meeting held on April 09, 2025, has approved the Companys exit from the Joint Venture namely Pir Panchal Constructions Private Limited, as part of its strategic portfolio rationalisation, the Company held a 25% stake in its Joint Venture.

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

8. SECRETARIAL STANDARDS

The Company has followed applicable Secretarial Standards.

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 deeply committed to conducting its affairs with integrity, diligence, transparency, accountability, and a long-term focus on sustainability. It consistently endeavors to adopt and adhere to the highest standards of Corporate Governance, ensuring that its practices reflect fairness, ethical conduct and responsible decision-making. The Board of Directors, acting as fiduciaries of shareholders interests, acknowledges its duty to safeguard and enhance shareholder value while promoting trust and confidence among all stakeholders.

In alignment with its strategic growth objectives, the Company continues to strengthen its business model, emphasizing capacity expansion and ethical practices that prevent conflicts of interest. The organizational structure is designed to meet evolving business needs, supported by a strong framework of internal controls and risk management. Through timely, transparent disclosures and sound governance practices, the Company remains focused on delivering sustainable value creation over the long term.

In compliance with the provisions of the SEBI LODR Regulations a separate report on corporate governance along with a certificate from M/s Arun Kumar Gupta & Associates, Company Secretaries, on its compliance, forms an integral part of this report as Annexure-I.

12. CREDIT RATING

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

Long Term Rating	[ICRA]BBB- (Stable);
	downgraded from [ICRA]
	BBB (Stable)
Short Term Rating	[ICRA]A3; downgraded
	from [ICRA]A3+
Name of Credit Rating Agency	ICRA Limited

13. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered during the financial year ended 31st March 2025 were in ordinary course of the business and at an arms length basis. In terms of the Act and Rules framed thereunder read with the Listing Regulations, no material related party transactions, i.e. transaction with a related party exceeding rupees one thousand crore or ten percent of the annual consolidated turnover, as per the last Audited Financial Statements of your Company whichever is lower, were entered during the financial year ended 31st March 2025 by your Company. Accordingly, the disclosure of related party transactions as

68 required under Section 134 (3) (h) of the Companies Act, 2013 ("the Act"), in Form AOC-2 is not applicable. Members may refer to Note no. 47 to the standalone financial statements which sets out related party disclosures pursuant to IND AS-24

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 imperative to address climate change, foster inclusive growth, and facilitate the transition to a sustainable economy has garnered heightened global attention. Stakeholders, including investors, increasingly expect companies to operate responsibly and sustainably, placing equal emphasis on disclosures pertaining to Environmental, Social, and Governance (ESG) performance alongside traditional financial and operational reporting.

Pursuant to Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) for the financial year 2024–25 has been prepared and is presented as a separate section of this Annual Report, forming part of

Annexure-II.

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

15. CORPORATE SOCIAL RESPONSIBILITY

At RAMA, we are committed to creating economic value while actively contributing to the development of a sustainable society. We pursue projects that serve the greater good through responsible business practices and strong corporate governance.

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.

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.

During the year, the Companys total CSR expenditure obligation was 44.77 lakhs of this amount, and the same forms part of the Annual Report as Annexure-III.

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, 2025, 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, 2025 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

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Richi Bansal (DIN: 00119206), Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

As on March 31, 2025, the Board of Directors of the Company comprised the following members:

Mr. Naresh Kumar Bansal Managing Director

Mr. Richi Bansal Whole-Time Director & Chief

Executive Officer

Mr. Vinod Pal Singh Rawat Director*

Mr. Saurabh Shashwat Independent Director**

Mr. Jai Prakash Gupta Independent Director

Ms. Anju Gupta Independent Director

*Mr. Vinod Pal Singh Rawat tendered his resignation from the position of Executive Director with effect from the close of business hours on June 30, 2025.

**Pursuant to the recommendation of the Nomination and

Remuneration Committee, the Board of Directors appointed Mr. Saurabh Shashwat as an Independent Director at its meeting held on September 10, 2024. His appointment was approved by shareholders of the Company by special resolution by way of postal ballot on October 12, 2024.

The Board had, based on the recommendation of the Nomination and Remuneration Committee and Audit Committee at its meeting held on 12th August, 2025 reappointed Mr. Naresh Kumar Bansal as Chairman & Managing Director, for a further period of 5 years w.e.f. 1st October, 2025, subject to approval of shareholders in the ensuing AGM.

During the year under review, Mr. Bharat Bhushan Sahny and Mr. Bajrang Lal Mittal, who were serving as Independent Directors of the Company, tendered their resignations with effect from May 30, 2024, and July 15, 2024, respectively.

Subsequently, 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 an Additional Director (Executive Director) of the Company for a term of 5 (five) consecutive years w.e.f August 12, 2025, subject to approval of shareholders in the ensuing AGM.

Mr. Arpit Suri and Mr. Manish Kumar, who were designated as Company Secretary and Compliance Officer, resigned from their position with effect from the close of business hours on March 31, 2025 and August 12, 2025, respectively. Subsequent to the close of the financial year. Based on the recommendation of the Nomination and Remuneration Committee, the Board appointed 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 re-appointments.

During the year under review, the changes in Board of Directors/ Key Managerial Personnel are mentioned in the Corporate Governance Report in detail.

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.

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, 2025, the Board consist of 6 members, three of whom are executive and three are non-executive 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 2024-25.

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 2024-25.

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, 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, 2025.

24. CHANGES IN SHARE CAPITAL

As at March 31, 2025 the Authorised Share Capital of the Company is 200,00,00,000/- (Rupees Two Hundred Crore Only) consisting of 200,00,00,000 (Two Hundred Crore only) Equity Shares of 1/-(Rupees One) each and Issued and Paid-Up Share Capital is 155,42,31,075/- (One Hundred Fifty Five Crore Forty Two Lakhs Thirty One Thousand Seventy Five only) consisting of 155,42,31,075/- (One Hundred Fifty Five Crore Forty Two Lakhs Thirty One Thousand Seventy Five only) Equity shares of Face Value of 1/- each.

During the year, Company issued 6,70,926 Equity Shares of face value of Re 1/- each allotted pursuant to conversion of 6,70,926 convertible warrants. Further 26,83,704 Equity Shares allotted as Bonus shares reserved on the above shares in the ratio of 4:1 and 67,09,260 Equity Shares allotted as Bonus shares reserved on the above shares in the ratio of 2:1, Aggregating to 1,00,63,890 equity shares of face value of Re 1/- each.

25. PROMOTERS SHAREHOLDING

During the year under review the promoters shareholding stood at 47.96% as of March 31, 2025.

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 49th AGM held on September 28, 2023 until the conclusion of 54th 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, 2025, 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 Board had appointed M/s. Subodh Kumar & Co., Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for the FY 2024-25.

The said Auditors have conducted the audit of Cost Statements and Cost records for the year ended March 31, 2025, and have submitted their report, which is self-explanatory and do not call for any further comments. The Company will submit the Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

The Board has also re-appointed M/s. Subodh Kumar & Co., Cost Accountants, as Cost Auditors to conduct Cost Audit for FY 2025-26 and their remuneration has also been recommended for the ratification and approval of the Shareholders.

C. Secretarial Auditors

Pursuant to the provision of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors had appointed M/s Arun Kumar Gupta & Associates (CP No. 5086), Company Secretaries, to conduct Secretarial Audit for the financial year ended March 31, 2025. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith marked as Annexure - IV to this

Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

On the recommendation of the Audit Committee, the Board of Directors has proposed to appoint M/s Arun Kumar Gupta & Associates (CP No. 5086), as Secretarial Auditors for a period of five consecutive years commencing from financial year 2025-26 to financial year 2029-30, at a remuneration decided by the Board of Directors wherein M/s Arun Kumar Gupta

& Associates, Company Secretaries has confirmed their willingness and eligibility under the provision of the Companies 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 2024-25 to conduct the internal audit of the functions and activities of the Company. The Company has re-appointed Mr. Ranjeet Singh as an Internal Auditor of the Company to conduct the internal audit for the FY 2025-26. 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%20Blower%20 and%20Vigil%20Mechanism%20Policy%20for%20 Directors%20and%20Employees.pdf.

32. NUMBER OF MEETINGS OF THE BOARD

Seven 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 the energy efficiency by installing the inverters of Rs. 3.50 lacs
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 :

( in Lakhs)

	2025	2024
a) Total Foreign Exchange Earning	444.52	109.90
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 2024-25, 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

Material changes occurred between the ends of the financial year to which these financial statements relate on the date of this report.

1. Preferential Allotment of Equity Shares

The Company made a preferential allotment of up to 40,32,126 (Forty Lakhs Thirty-Two Thousand One Hundred Twenty-Six) equity shares having a face value of 1/- (Rupee One only) each, at an issue price of 14/- (Rupees Fourteen only) per equity share, including a premium of 13/- (Rupees Thirteen only) per equity share.

2. Proposed Preferential Allotment of Equity Shares

The Company has proposed a preferential allotment of up to 15,76,00,000 (Fifteen Crore Seventy-Six Lakhs) equity shares having a face value of 1/- (Rupee One only) each at an issue price of 11.25/- (Rupees Eleven and Paise Twenty-Five only), including a premium of 10.25/- (Rupees Ten and Paise Twenty-Five only) per equity share. The in-principle approval for the proposed allotment is currently awaited from BSE/NSE.

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

The Company has zero tolerance for sexual harassment at workplaceandhasadoptedaPolicyonPrevention,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 2024-25.

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:

Non-executive directors	Ratio to median
	remuneration
Mr. Bharat Bhushan Sahny	N.A.
Mr. Jai Prakash Gupta	N.A.
Ms. Anju Gupta	N.A.
Executive directors	Ratio to median
	remuneration
Mr. Naresh Kumar Bansal	28
Mr. Richi Bansal	28
Mr. Vinod Pal Singh Rawat	1

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 Secretary	% increase in Companyremuneration in the financial year
Mr. Bharat Bhushan Sahny,	N.A.
Independent Director
Mr. Jai Prakash Gupta,	N.A.
Independent Director
Ms. Anju Gupta, Independent	N.A.
Director
Mr. Naresh Kumar Bansal,	(6.94)
Managing Director
Mr. Richi Bansal, Whole Time	(3.79)
Director and Chief Executive
Officer
Mr. Vinod Pal Singh Rawat,	0
Executive Director
Mr. Rajeev Kumar Agarwal,	0
Chief Financial Officer
Mr. Arpit Suri, Company	69.42
Secretary

b. The percentage increase in median remuneration of employees in the financial year: (-)8.5%

c. The number of permanent employees on the rolls of Company: 118

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 : 1%.

Average percentage increase in the managerial remuneration: (-)5.13%.

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 51st Annual General Meeting of the Company including the Annual Report for FY 2024-25 are being sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).

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 not received the Commission of the Company 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.