Rathi Steel & Power Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting the 55^th Annual Report on the business and operations of your Company together with the Audited Financial Statements of the Company for the financial year ended March 31, 2026.

1. FINANCIAL RESULTS:

PARTICULARS	FOR THE FINANCIAL YEAR ENDED MARCH 31, 2026	FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025
	(Rs in Lakh)	(Rs in Lakh)
Total Revenue	71,649.32	50,543.39
EBIDTA (including other income and before Exceptional / Extraordinary Items)	2,889.80	2,431.10
Interest / Finance Charges	742.06	550.26
Depreciation	861.25	956.89
Exceptional / Extraordinary Items	0.00	(471.48)
Profit before tax (PBT)	1,286.49	1,395.43
Tax (including adjustment of previous years)	0.00	0.00
Profit after tax	1,286.49	1,395.43
Other Comprehensive Income (Net)	9.72	10.59
Net Profit available for appropriation	1,296.21	1,406.02
Appropriations:
Dividend per share	0.00	0.00
Earnings per share [equity share of Rs. 10]		1.62
-Basic earnings per share (in Rs.)	1.49
-Diluted earnings per share (in Rs.)	1.49	1.62

During the year under review, the Company has achieved total revenue of INR 71,649.32 1

Lakh as against previous year of INR 50,543.39 Lakh. The Company has achieved EBIDTA of INR 2,889.80 Lakh as against previous year of INR 2,431.10 Lakh. The Company expects to do better if there is an improvement in overall industrial scenario.

STATEOFCOMPANY’SAFFAIR

The Company operated in the single segment i.e., steel and steel related products.

The Company undertook following capex to upgrade its manufacturing facilities:

S Upgraded its Wire Rod Mill initiate by installing cantilever stands.

S Implemented Direct Charging of Steel Billets into rolled products. The said technology is one of its unique kind for Stainless Steel Rolled Products in long segment.

S Implementing Direct Charging of Carbon Steel Billets into TMT Rebars to reduce dependency of Fuel for reheating M.S. Billets and reduce carbon footprint.

S Accredited with the License / Permission(s) from Bureau of Indian Standards for the following:

> Stainless Steel Reinforcement Rebars.

> TMT Rebars of Grade Fe 500, Fe 550 and Fe 550 D of various dimensions.

S Accredited with GreenPro Certification from CII for Rathi Powertech TMT Rebars.

S In line with Company’s efforts to reduce the carbon footprint, Company has utilized about 30% of Green Power (renewable sources) through open access and Solar Power Contract for its manufacturing unit and committed to increase the consumption of green power.

S To save and serve Mother Earth, Company adopted village ponds in surrounding areas to recharge water.

S Company and its employees, workers actively participated in the plantation drive.

During the period under review company manufactured 1,02,971.460 MT rolled products (including rolled for others and Job Work) as against the 47,440.040 MT rolled products (including rolled for others and Job Work)) of corresponding period of previous year.

The Company resumed production of idle TMT bar mill in Q1 of current financial year (FY 26’). This is a strategic decision, which not only enable the Company to sweat out idle assets, but also enables us to expand brand visibility, which opens up future business opportunities.

ECONOMIC SCENARIO AND OUTLOOK

One of the primary forces behind industrialization has been the use of metals. Steel has traditionally occupied a top spot among metals. Steel production and consumption are frequently seen as measures of a countrys economic development because it is both a raw material and an intermediary product. Therefore, it would not be an exaggeration to argue that the steel sector has always been at the forefront of industrial progress and that it is the foundation of any economy. The Indian steel industry is classified into three categories, major producers, main producers, and secondary producers.

India is the world’s second-largest producer of crude steel with an output of 151.14 MT of crude steel and finished steel production of 145.30 MT in FY25.

India’s steel sector remains de-regulated, with the Government acting as a facilitator through policy support and institutional frameworks to enhance efficiency and growth. Guided by the National Steel Policy 2017 and schemes like the PLI for Specialty

Steel the sector is witnessing capacity expansion and investment momentum, with crude steel capacity reaching 200 MT in 202425 and specialty steel output targeted to rise significantly by ²⁰²6-27.

Market Size

In the past 10-12 years, Indias steel sector has expanded significantly. Production has increased by 75% since 2008, while domestic steel demand has increased by almost 80%. The capacity for producing steel has grown concurrently, and the rise has been largely organic.

> In FY26 (April-February 2026), the consumption of finished steel stood at 147.7 MT.

> In FY26 (April-February 2026), crude steel production in India stood at 153.6 MT.

> In FY26 (April-February 2026), finished steel production stood at 146.8 MT.

> Share of Secondary steel plants including MSMEs in crude steel capacity in FY25 stood at 47%.

> India’s steel production capacity increased to 200.33 MT in FY25, and the figure is anticipated to rise to 300 MT by FY30.

> As of April 2025, India has huge iron ore reserves and can produce 700 MT per year and has the potential to be the second largest producer of iron ore globally.

> In FY26 (April-February 2026), the exports S( and imports of steel stood at 6.02 MT and 5.62 MT, respectively.

> The top five exported products during this period were HR Coil/Strip, Pipes, GP/GC * Sheets/Coil, Bars & Rods, and CR Coil/Sheets.

> As of July 30, 2025, India’s green steel demand is forecasted to climb from negligible levels today to 4.49 million tonnes (MT) by FY30, driven by the construction sector, infrastructure and automobiles with projections rising to 24 MT by FY35, 73 MT by FY40 and peaking at 179 MT by FY50.

investments

The steel industry and its associated mining and metallurgy sectors have seen major investments and developments in the recent past. According to the data released by the Department for Promotion of Industry and Internal Trade (DP] IT), between April 2000-December 2025, Indian metallurgical industries attracted FDI inflows of Rs. 1,19,407.30 crore (US$ 19.14 billion).

Some of the major investments in the Indian steel industry are as follows:

> On February 19, 2026, India’s steel sector is witnessing a fresh wave of investments through capital market activity, with around 10 steel and related companies planning to raise Rs. 5,000 7.000 crore (USS 554.52- 776,3 I million) via IPOs over the next 8 10 months. These fundraises reflect strong investor confidence driven by infrastructure demand and supportive policies, and the capital is expected to be used for capacity expansion, modernization, and growth of steel operations in the country.

> On February 18, 2026, India’s steel industry is expected to attract nearly Rs. 9.01 lakh crore (US$ 100 billion) in investments to achieve its 2030 capacity targets, supporting large-scale expansion, modernization, and a shift towards sustainable production (ethnologies.

> On January 21, 2026, Tata Steel reiterated an investment of Rs. 11,000 crore (US$ 1.21 billion) in Jharkhand for green steel development, aimed at advancing low-carbon production, generating employment, and strengthening the regional industrial ecosystem.

Road Ahead - Indian Steel Industry:

FINANCIAL YEAR 2031 300 MTPA CAPACITY

The steel industry has emerged as a major focus area given the dependence of a diverse range of sectors on its output as India works to become a manufacturing powerhouse through policy initiatives like Make in India. With the industry accounting for about 2% of the nations GDP, India ranks as the worlds second-largest producer of steel and is poised to overtake China as the worlds second-largest consumer of steel. Both the industry and the nations export manufacturing capacity have the potential to help India regain its favourable steel trade balance.

The Government of India’s Production Linked Incentive (PLI) scheme for specialty steel has witnessed strong progress, with investment commitments exceeding Rs. 43,800 crore (US$ 4.83 billion) and additional commitments of around Rs. 11,887 crore (US$ 1.34 billion) under PLI 1.2, reflecting robust industry participation on February 9, 2026 and November 4, 2025. The initiative, including its third round, is focused on expanding capacity, with an expected addition of 8.7 million tonnes by FY31, while promoting high-grade and emerging steel categories such as CRGO steel, super alloys, and coated products. This is expected to strengthen domestic manufacturing, reduce import dependence, support key sectors like defence and infrastructure, and enhance India’s global competitiveness in advanced steel production.

Tata Steel reaffirmed its long-term growth strategy focused on expanding capacity, strengthening its product portfolio, and investing in advanced and sustainable steel production capabilities in India in 2025. The company will prioritise investments in volume growth, value-added downstream products, mining assets and infrastructure, along with low- carbon steelmaking technologies. Additionally, the Board approved inprinciple expansion of Neelachal Ispat Nigam Limited by 4.80 million tonnes and initiated plans to enhance flat steel capacity through new facilities.

The National Steel Policy, 2017 envisage 300 million tonnes of production capacity by FY31. The per-capita consumption of steel stood at 100 kgs in FY26 (April-August 2025) and the National Steel Policy aims to increase it to 160 kgs by FY31. While, in FY23, per capita consumption of steel in rural India was estimated to be between 21.3 kg per annum.

Huge scope for growth is offered by Indias comparatively low per capita steel consumption and the expected rise in consumption due to increased infrastructure construction and the thriving automobile and railways sectors.

References: Media reports, press releases, Press Information Bureau (PIB), Joint Plant Committee (JPC), Union Budget 2026-27, DPIIT, Ministry of Steel, https://www.ibef.org/industry/steel

ISO CERTIFICATION

The Company holds ISO 9001:2015 for Quality Management System, ISO 14001:2015 for Environment Sustainability, and ISO 45001:2018 for Occupational Health and Safety (OH&S) Management Systems certifications for its plant situated at Ghaziabad.

Besides, Company also obtained GreenPro Certification from CII for TMT Bars manufactured by the Company at its Ghaziabad Unit under the Trademark “POWERTECH”

INSURANCE

All insurable interest of the Company including inventories, buildings and plant & machinery are adequately insured.

NATURE OF BUSINESS

There is no change in the nature of business of the Company during the period under review.

2. SHARE CAPITAL AND PREFERENTIAL ISSUE

The Authorized Capital of the Company as on March 31, 2025 was:

Rs. 1,31,64,81,470/- (Rupees One Hundred Thirty-One Crore Sixty-Four Lakh Eighty-One Thousand Four Hundred and Seventy only) divided into 12,12,40,000 (Twelve Crore Twelve Lakh and Forty Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each aggregating to INR 1,21,24,00,000 (Indian Rupees One Hundred and Twenty One Crore Twenty Four Lakh only) and 1,04,08,147 (One Crore Four Lakh Eight Thousand One Hundred and Forty Seven Only) Preference Shares of Rs. 10/- (Rupees Ten only) each aggregating to Rs. 10,40,81,470/- (Rupees Ten Crore Forty Lakh Eighty-One Thousand Four Hundred and Seventy only).

The Board of Directors of the Company at their meeting held on September 3, 2025, subject to the shareholder’s approval, approved the increase in authorized equity share capital of the Company and canceled and reclassified the existing unissued preference share capital in following manner:

(i) Creation of an additional 8,51,853 (Eight Lakh Fifty-One Thousand Eight Hundred and Fifty Three) Equity Shares of Rs.10/- (Rupees Ten only) each, aggregating to Rs. 85,18,530 (Rupees Eighty Five Lakh Eighteen Thousand Five Hundred and Thirty only).

(ii) Cancellation & reclassification of the unissued 4,08,147 (Four Lakh Eight Thousand One Hundred and Forty Seven) Preference Shares (“PS”) having face value of Rs. 10/- (Rupees Ten only) each, aggregating to Rs. 40,81,470/- (Rupees Forty Lakh Eighty One Thousand Four Hundred and Seventy Only) into 4,08,147 (Four Lakh Eight Thousand One Hundred and Forty Seven) Equity Shares having face value of Rs. 10/- (Rupees Ten only) each, aggregating to Rs. 40,81,470/- (Rupees Forty Lakh Eighty One Thousand Four Hundred and Seventy Only).

Consequent the aforesaid change, the Board in the said meeting, subject to the shareholder’s approval, approved the alteratio n to the capital clause of Memorandum of Association (“MOA”) of the Company by substituting with the following new capital clause:

The Share Capital of the Company is Rs. 1,32,50,00,000/- (Rupees One Hundred Thirty-Two Crore Fifty Lakh only) divided into 12,25,00,000 (Twelve Crore Twenty Five Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each aggregating to Rs.

1,22,50,00,000 (Rupees One Hundred and Twenty Two Crore and Fifty Lakh only) and 1,00,00,000 (One Crore Only) Preference Shares of Rs. 10/- (Rupees Ten only) each aggregating to Rs. 10,00,00,000/- (Rupees Ten Crore only).

The shareholders in the 54^th Annual General Meeting approved the said alteration to the capital clause of MOA of the Company.

Authorized Capital of the Company as on March 31, 2026 is Rs. 1,32,50,00,000/- (Rupees One Hundred Thirty-Two Crore Fifty Lakh only) divided into 12,25,00,000 (Twelve Crore Twenty Five Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each aggregating to Rs. 1,22,50,00,000 (Rupees One Hundred and Twenty Two Crore and Fifty Lakh only) and 1,00,00,000 (One Crore Only) Preference Shares of Rs. 10/- (Rupees Ten only) each aggregating to Rs. 10,00,00,000/- (Rupees Ten Crore only).

Total Paid up Share capital of the Company as on March 31, 2026 is Rs. 86,36,30,040 (Rupees Eighty Six Crore Thirty Six Lakh Thirty Thousand Forty only) divided into 8,63,63,004 (Eight Crore Sixty Three Lakh Sixty Three Thousand Four) Equity Shares of Face Value of Rs. 10/- (Rupees Ten only) each and Rs. 8,89,40,000 (Rupees Eight Crore Eighty Nine Lakh Forty Thousand only) divided into 88,94,000 (Eighty Eight Lakh Ninety Four Thousand) 1% Redeemable Preference Shares (RPS) of Face Value of Rs. 10/- (Rupees Ten only) each.

3. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT AS REQUIRED UNDER REGULATION 32 (7A) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (“LISTING REGULATIONS”)

The Board of Directors in its meeting held on March 24, 2025 approved the allotment of 13,00,001 (Thirteen Lakh and One) Equity Shares of Face Value of INR 10/- each (Indian Rupees Ten only) pursuant to conversion of 15,05,265 (Fifteen Lakh Five Thousand Two Hundred and Sixty Five) 1% Optionally Convertible Redeemable Preference Shares (“OCRPS”) issued on February 22, 2024 at a conversion price of INR 55/- (Indian Rupees Fifty Five Only) per Equity Share i.e., on premium of INR 45/- (Indian Rupees Forty Five Only) per Equity Share to M/s PCR Holdings Private Limited (Formerly known as M/s Archit Securities Private Limited), belonging to Promoter and Promoter Group category of the Company by way of Preferential Allotment on Private Placement basis. Trading approval of aforesaid 13,00,001 (Thirteen Lakh and One) Equity Shares of INR10/- (Indian Rupees Ten only) each was granted by the BSE Limited effective from June 24, 2025.

The funds raised on February 22, 2024 through issuance of Equity Shares to non-promoters on private placement basis, have been utilized as per the objects / purpose of such issue as stated in the Explanatory statement of the Notice of Extra Ordinary General Meeting (“EGM”) of the Company held on February 10, 2024 read with the Reports issued by ICRA Limited, the Monitoring Agency, during the reporting period. As per the aforesaid Report, the cost allocated to different item heads such as payment of outstanding liabilities, capital expenditure, working capital purpose, has been revised within permissible limits as mentioned in the said EGM notice. Further, the issue proceeds were fully utilised by June 30, 2025 and such utilisation was in line with the objects of the issue and there was no deviation or variation therefrom.

The Reports issued by the Monitoring Agency during the reporting period, also mentions that a part of the funds (forming part of the said Report) originally raised in the form of Redeemable Preference Shares (“RPS”) were first intended to be converted into Optionally Converted Redeemable Preference Shares (“OCRPS”) and then subsequently to be converted into Equity Shares. However, there was no actual infusion of funds.

As on March 31, 2026, all the OCRPS i.e., 3,63,02,748 have been fully converted into 1,94,84,371 Equity Shares. There are no outstanding OCRPS as on March 31, 2026.

The details of amount as per Object of Issue and utilization of proceeds as on June 30, 2025, as confirmed by the Report Issued by ICRA Limited are as under:

S.N. Item Head	Cost as per Offer Document / explanatory statement of EGM Notice (Revised) [Rs. in Lakh]	Amount Utilized [Rs. in Lakh]
1 Payment of Outstanding Liabilities including Debt	4400.00	4400.00
2 Capital Expenditure	920.40	920.40
3 Working Capital purpose	6151.00	6151.00
4 Conversion of Redeemable Preference Shares into OCRPS & consequently into Equity Shares	10716.40	10716.40
TOTAL	22187.80	22187.80

As on March 31, 2026, entire amount raised as aforesaid stands utilized for the purpose for which it was raised and such utilisation was in line with the objects of the issue and there was no deviation or variation therefrom.

4. DIVIDEND

During the financial year under review, the Board has not recommended any dividend.

5. AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES

During the financial year under review, the Company has not proposed to transfer any amount to the reserves.

6. MATERIAL CHANGES AND FINANCIAL COMMITMENTS.

Apart from the information provided/disclosures made elsewhere in this Report including Annexures thereof, there are no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year of the Company i.e. March 31, 2026 to which this financial statement relates and till date of this Report.

7. SUBSIDIARY/ JOINT VENTURE AND ASSOCIATE COMPANY

The Company did not have any subsidiary, associate, or joint venture company. Further, no company has become or ceased to be the Subsidiary, joint venture or associate company of the Company during the year under review. Therefore, the report on Performance and Financial Position of subsidiary, associate, or joint venture company do not apply to the Company.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the Financial Year 2025-26, the Company has not given any loan or provided any guarantees or securities, pursuant to Section 186 of the Companies Act, 2013 (“Act”).

Particulars of Investments made during the financial year under the provisions of Section 186 of the Act, have been disclosed in Note No. 3 to the Standalone Financial Statements forming an integral part of the Annual Report for the financial year 2025-26.

9. CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

During the period under review, Section 135 of the Act read with applicable Rules framed thereunder is not applicable to the Company and accordingly, no CSR Committee has been constituted by the Board and no Policy on CSR has been adopted by the Company.

Even though the provisions of Act, regarding CSR are not applicable on the Company, yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

10. RISK MANAGEMENT POLICY

The Company has duly approved a Risk Management Policy. The Company has an effective risk management procedure, which is governed at the highest level by the Board of Directors, covering the process of identifying internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Board of Directors of the Company , assessing, mitigating, reporting and review of critical risks impacting the achievement of Company’s objectives or threaten its existence.

The Company follows a 4 (four) steps Risk Management framework which includes identification of the risk to which Company is exposed to:

- First Step - Basis relevance, type, source, impact, severity, probability and function

- Second Step - Risk assessment (each risk assessed to have a primary and secondary owner)

- Third Step - Mitigation plan

- Forth Step - Monitoring

The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

11. NOMINATION AND REMMUNERATION POLICY

The Nomination and Remuneration Policy (“NRC Policy”) has been developed in accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations.

The salient features of the NRC Policy, inter alia, are as follows:

• To formulate the criteria for determining qualification, competencies, positive attributes and independence for appointment of Directors (Executive and Non-executive) and persons who may be appointed in Senior Management, Key Managerial positions and recommend to the Board, policies relating to the remuneration for the Directors, Key Managerial Personnel, Senior Management and other employees;

• To lay down criteria for appointment, removal of Directors, Key Managerial Personnel and Senior Management;

• To ensure that the remuneration to Directors, Key Managerial Personnel (KMP) and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The core objective of the NRC Policy is to attract, retain, and reward most qualified and skilled talent capable of driving longterm growth and success of the Company.

During the financial year under review, no changes were made to the NRC Policy. The NRC Policy can be accessed at the website of the company viz, www.rathisteelandpower.com.

We confirm that all remuneration paid to Directors complies with the provisions of the NRC Policy.

12. INTERNAL FINANCIAL CONTROLS

In the opinion of the Board, your Company has in place adequate system of internal control commensurate with its size and nature of business. The system maintained by the Company provides a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, and ensuring compliance with corporate policies. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and are also apprised of the internal audit findings and corrective actions. The Audit Committee suggests improvements in the performance of internal audit function and ensures the necessary checks and balances that may need to be built into the control system.

The Company has in place adequate internal financial controls with reference to its Financial Statements. The report on Internal Financial Controls issued by M/s M. Lal and Company, Chartered Accountants, Statutory Auditors of the Company, is annexed to the Auditor’s report on the Financial Statements of the Company and does not contain any reportable material weaknesses in the Company.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistleblower Policy and Vigil Mechanism as per section 177(9) of the Act read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules 2014 and Regulations 4(2) and 22 of Listing regulations, to provide a formal mechanism to the Directors, employees and its stakeholders to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct and other policies adopted by the Company. Protected disclosures can be made by a whistleblower through several channels. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. This Policy can be accessed at the website of the company viz, www.rathisteelandpower.com.

14. RELATED PARTY TRANSACTIONS

Pursuant to Section 188(1) of the Act, all the contract(s), arrangement(s) and transaction(s) with the related parties as entered by the Company during the year under review were on arm’s length basis and in the ordinary course of business. Prior omnibus approval has been granted by the Audit Committee for all the related party transaction(s) taking into consideration the factors as mentioned in the Act and Listing Regulations. A statement of all Related Party Transaction(s) undertaken by the Company is presented to the Audit Committee for review on a quarterly basis in accordance with the requirements of the Act and Listing Regulations.

During the year under review, the Company did not enter into any arrangement/transaction with related parties that could be considered material pursuant to Section 188 of the Act read with Rules framed thereunder, Company’s Policy on Related Party Transactions and the Listing Regulations.

Hence, disclosure under the prescribed form AOC-2 in terms of Section 134 of the Act is not required.

The Related Party Transactions have been disclosed in Note No. 12 to the Standalone Financial Statements forming an integral part of this Annual Report.

There are no materially significant related party transaction(s) made by the Company which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website and can be accessed at www.rathisteelandpower.com. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company except as mentioned in the notes to accounts attached to this Annual Report.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following changes took place during the period under review and till the date of this report:

(a) Mr. Abhishek Verma (DIN: 08104325) was re-designated as Executive Director (Whole Time Director), liable to retire by rotation and Key Managerial Personnel of the Company, by the Board of Directors upon recommendation of the Nomination Remuneration Committee of the Board, for a term of 5 years with effect from March 25, 2025, subject to the approval of the shareholders. The Shareholders vide its resolution passed through Postal Ballot on June 15, 2025, approved the re-designation of Mr. Abhishek Verma as Executive Director (Whole Time Director), liable to retire by rotation for a term of 5 years with effect from March 25, 2025.

(b) Mr. Rajesh Khurana (DIN: 11015277) was appointed as the Additional Director of the Company, by the Board of Directors upon recommendation of the Nomination Remuneration Committee of the Board, with effect from March 25, 2025, to hold office as such upto the date of next Annual General Meeting of the Company or three months whichever is earlier. Based on the recommendation of the Nomination and Remuneration Committee of the Board of Directors of the Company, the Board subject to the approval of shareholders, appointed him as Executive Director (Whole Time Director)- Business Development, liable to retire by rotation and Key Managerial Personnel of the Company for a term of 5 years with effect from March 25, 2025. The Shareholders vide its resolution passed through Postal Ballot on June 15, 2025, approved the appointment of Mr. Rajesh Khurana as Executive Director (Whole Time Director)- Business Development, liable to retire by rotation, for a term of 5 years with effect from March 25, 2025.

(c) Mr. Arpan Kumar Atrey (DIN: 11023021) was appointed as the Additional Director of the Company by the Board of Directors upon recommendation of the Nomination Remuneration Committee of the Board, with effect from March 29, 2025, to hold office as such upto the date of next Annual General Meeting of the Company or three months whichever is earlier. Based on the recommendation of the Nomination and Remuneration Committee of the Board of Directors of the Company, the Board subject to the approval of shareholders, appointed him as Non-Executive Independent Director of the Company, not liable to retire by rotation, for a term of 5 years with effect from March 29, 2025. The Shareholders vide its resolution passed through Postal Ballot on June 15, 2025, approved the appointment of Mr. Arpan Kumar Atrey as Non-Executive Independent Director of the Company, not liable to retire by rotation, for a term of 5 years with effect from March 29, 2025.

(d) Mr. Mahesh Pareek (DIN: 00174146) was appointed as the Additional Director of the Company, by the Board of Directors upon recommendation of the Nomination Remuneration Committee of the Board, with effect from May 9, 2025, to hold office as such upto the date of next Annual General Meeting of the Company or three months whichever is earlier. Based on the recommendation of the Nomination and Remuneration Committee of the Board of Directors of the Company, the Board subject to the approval of shareholders, appointed him as Managing Director, not liable to retire by rotation and Key Managerial Personnel of the Company for a term of 5 years with effect from May 9, 2025. The Shareholders vide its resolution passed through Postal Ballot on June 15, 2025, approved the appointment of Mr. Mahesh Pareek as Managing Director of the Company, not liable to retire by rotation and Key Managerial Personnel of the Company for a term of 5 years with effect from May 9, 2025.

(e) Ms. Surbhi Pareek (DIN: 10231959) was re-designated as Non-Executive Non-Independent Director, liable to retire by rotation, by the Board of Directors upon recommendation of the Nomination Remuneration Committee of the Board, with effect from May 9, 2025, subject to approval of the shareholders, on account of change in independence status. The Shareholders vide its resolution passed through Postal Ballot on June 15, 2025, approved the re-designation of Ms. Surbhi Pareek as Non-Executive Non-Independent Director, liable to retire by rotation, with effect from May 9, 2025.

(f) Mr. Prem Narain Varshney (DIN: 00012709) resigned from the position of Managing Director of the Company effective from close of business hours on May 9, 2025 due to health and medical issues as mentioned in his resignation letter and also confirmed that there is no other material reason for his resignation other than stated in the resignation letter.

Declaration by Independent Directors

The Independent Directors hold office for their respective term and are not liable to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Listing Regulations and are not disqualified from continuing as an Independent Director of the Company and that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence as required under Regulation 25 of the Listing Regulations. Further, in pursuance of Rule 6 of the Companies (Appointment and

Qualifications of Directors) Rules, 2014, Independent Directors of the Company have duly confirmed renewal of their respective registration with the Indian Institute of Corporate Affairs (IICA).

The Board took on record the declarations and confirmations submitted by the Independent Directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of Regulation 25(9) of Listing Regulations.

Based on the disclosures received, the Board is of the opinion that, all the Independent Directors of the Company possess the requisite expertise and experience (including the proficiency) and are persons of high integrity and repute and are independent of the Management

Key Managerial Personnel (KMP)

Except as aforesaid, Ms. Shobhita Singh resigned as Company Secretary and Compliance Officer of the Company effective from June 24, 2025 and Ms. Namita Lal Madan holding Membership Number: A32625 was appointed as the Company Secretary cum Compliance Officer of the Company effective from August 01, 2025

Further, Mr. Rajeev Kumar had resigned as Chief Financial Officer of the Company effective from August 4, 2025. Mr. Pawan Kumar was appointed as Chief Financial Officer of the Company effective from November 03, 2025 to fill the casual vacancy caused due to resignation of Sh. Rajeev Kumar.

The Company has following whole time Key Managerial Personnel as on March 31, 2026 and the date of this Report:

a) Mr. Abhishek Verma - Whole Time Director, effective from March 25, 2025

b) Mr. Mahesh Pareek- Managing Director, effective from May 9, 2025

c) Mr. Rajesh Khurana- Executive Director (Whole Time Director)- Business Development, effective from March 25, 2025

d) Ms. Namita Lal Madan- Company Secretary and Compliance Officer, effective from August 1, 2025.

e) Mr. Pawan Kumar - Chief Financial Officer, effective from November 3, 2025.

16. PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations read with the Policy for Performance Evaluation of the Company and keeping in mind the culture of the Company and assuring that the process helps to build trust amongst the participants, the evaluation process involved conducting interviews by the Chairperson, of or independent discussion with all the Board members and Committee members on one on one basis in order to obtain viewpoints from the Board members and the Committee members on the functioning of the Board, Committee and Director’s performance. The interview enabled all the Directors to give their feedback while allowing for confidentiality, in order to evaluate their self-performance, the performance of the Board of Directors, its Committees and peer Directors.

Further, the Independent Directors in their separate meeting evaluated the performance of all Non Independent Directors, Board of Directors and the Chairperson after taking into account the views of executive and non-executive Directors of the Company.

The information obtained through interviews was collected and analyzed and further discussed by the Nomination and Remuneration Committee. The evaluation culminated in deliberation and discussion about whether the said Committee is satisfied with the overall performance evaluation or there are areas for improvement in the functioning of the Board, Committees or individual Directors.

The outcome of the performance evaluation was then placed before the Nomination and Remuneration Committee and the Committee was satisfied with the overall performance evaluation and recommended the same to be placed before the Board for its consideration and further evaluation.

The outcome of the performance evaluation made by the Nomination Remuneration Committee and the Independent Directors at their respective meetings along with the feedback of the Chairperson of the Company in this regard, was placed before the Board and the feedback received was discussed. Further, the entire Board also evaluated the performance of the Independent Directors excluding the Director being evaluated.

The Board was satisfied with the outcome of the overall performance evaluation.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability and according to the information & explanations obtained by them, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, wherever applicable;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2025-26 and of the profit of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. DEPOSITS

During the reporting period, the Company has not accepted or renewed or defaulted in repayment of any deposit within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014. Further, no amount remained unpaid/ unclaimed as at the end of the financial year 2025-26. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits not in compliance with Chapter V of the Act, are not applicable.

19. COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with the applicable provisions of the Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

20. VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT

During the financial year under review, disclosure w.r.t. 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.

21. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORTS

Pursuant to Regulation 34 of Listing Regulations, the Management Discussion and Analysis Report and the Corporate Governance Report are presented in a separate section forming part of this Annual Report.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to the provisions of Section 134 of the Act read with the Companies (Accounts) Rules, 2014, are provided in Annexure -1 to this Report.

23. COST RECORDS

The cost records as specified under sub-section (1) of 148 of the Act is required to be maintained by the Company and accordingly such records are made and maintained for the financial year 2025-26.

24. AUDITORS

I. Statutory Auditors and their report:

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s M. Lal & Company, Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of 5 years to hold office as such i.e., till the conclusion of 56^th Annual General Meeting of the shareholders of the Company to be held in year 2027.

M/s M. Lal & Company have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and satisfy the prescribed eligibility criteria.

The Auditors’ Report on the audited financial statements of the Company for the Financial Year 2025-26 together with the annexures referred to therein are self-explanatory and therefore do not call for any further comments. The said report does not contain any adverse remark, qualification, reservation or observation or disclaimer.

II. Cost Auditors:

Pursuant to the provisions of Section 148 and all other applicable provisions of the Act read with the Companies (Cost Records and Audit) Rules, 2014 and Companies (Audit and Auditors) Rules, 2014, M/s R. M. Bansal & Co., Cost Accountants (Firms Registration No. 000022) were appointed as Cost Auditors to conduct the audit of cost records of your Company for the FY 2025 - 26.

The Board on recommendation of the Audit Committee of the Board of the Company, has re-appointed M/s R. M. Bansal & Co., Cost Accountants (Firms Registration No. 000022) as the Cost Auditors to conduct the audit of cost records of your Company for the financial year 2026-27 at a remuneration of INR 50,000/- (Indian Rupees Fifty Thousand Only) p.a. excluding out of pocket expenses and taxes as applicable. As per the provisions of the Act read with applicable Rules framed thereunder, the remuneration of the Cost Auditor shall be ratified by the shareholders of the Company. The matter for ratification of remuneration of the Cost Auditor appointed for the financial year 2026-27 shall be placed before the shareholders at the ensuing Annual General Meeting.

III. Secretarial Audit

Pursuant to Regulation 24A of the Listing Regulations read with Section 204 of the Act and applicable Rules framed thereunder, and on basis of recommendation of the Audit Committee of the Board of Directors of the Company and the Board, the shareholders of the Company at their 54^th Annual General Meeting held on September 30, 2025, appointed Mr. Sameer Kishore Bhatnagar, Practicing Company Secretaries (M. No. ACS 30997, CoP No. 13115, Peer Reviewed No. 5256/2023) as Secretarial Auditor of the Company for the first term of five (5) consecutive years commencing from the conclusion of the 54^th Annual General Meeting till the conclusion of 59^th Annual General Meeting to be held for the financial year 2029-30, to conduct the Secretarial Audit. The report of the Secretarial Auditors for the Financial Year 2025 -26 is enclosed as Annexure-2 to this Report. The report is self-explanatory and does not contain any qualification or reservation or observation or adverse remark or disclaimer.

Mr. Sameer Kishore Bhatnagar have confirmed that he is not disqualified from continuing as Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria in accordance with the provisions of the Act and the Listing Regulations.

IV. Internal Auditors

The Board of Directors on recommendation of the Audit Committee had appointed M/s D I T & Company, Chartered Accountants having Firm Registration Number 015421C as Internal Auditor of the Company for the financial year 2025-26.

The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The Internal Audit Reports along with implementation and recommendations contained therein are periodically reviewed by Audit Committee of the Board.

25. BOARD MEETINGS

During the financial year under review, the Board met 14 Fourteen) times. The maximum interval between any two meetings of the Board did not exceed 120 days. Details of the meetings of the Board along with the attendance of the Directors thereat have been disclosed in the Corporate Governance Report forming part of this Annual Report.

26. COMMITTEES OF THE BOARD

As on financial year ended on March 31, 2026, the Board has the following three (3) Committees constituted in compliance with the applicable provisions of the Act and Listing Regulations:

• Audit Committee;

• Nomination and Remuneration Committee; and

• Stakeholders’ Relationship Committee

A detailed note on the composition of the Committees and other mandatory details is provided in the Corporate Governance Report forming part of this Annual Report. Further recommendations made by all the Committees have been accepted by the Board during the period under review.

27. PARTICULARS OF EMPLOYEES

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 provided in the prescribed format and annexed herewith as Annexure- 3 to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Further, the Report is being sent to the Members excluding the said details. In terms of Section 136 of the Act, any member interested in obtaining a copy thereof may write to the Company Secretary and Compliance Officer of the Company at investors@rathisteelandpower.com.

Number of employees as on the closure of financial year 2025-26

> Female ; 5

> Male ; 260

> Transgender; NIL

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant and material orders has been passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

29. ANNUAL RETURN

The annual return of the Company as on the financial year ended on March 31, 2026 in terms of Sections 92 and 134 of the Act is available on the website of the Company at www.rathisteelandpower.com.

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

The Company has zero tolerance towards sexual harassment at the workplace. The Company 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 Act”) and the Rules made thereunder.

In light with the provisions the POSH Act, the Company has duly constituted Internal Complaints Committee (“IC”). IC is in place for all works and offices of the Company to redress complaints received regarding sexual harassment.

Further, the details of complaints/cases under the POSH Act as on March 31, 2026 are as follows:

Particulars	Number of Complaints
Number of complaints filed during the financial year	0
Number of complaints disposed of during the financial year	0
Number of complaints pending as at the end of the financial year	0
Number of cases pending for more than ninety days during the financial year	0

31. DISCLOSURE WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company is committed to ensuring a safe, supportive, and inclusive workplace for all women employees. All eligible women employees have been extended the benefits under the said Maternity Benefit Act, 1961, including maternity leave, nursing breaks, and other statutory entitlements as prescribed. The Company has duly complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

32. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the financial year under review, pursuant to Section 143(12) of the Act, M/s M. Lal and Company, Chartered Accountants, Statutory Auditors, Mr. Sameer Kishore Bhatnagar, Practicing Company Secretary, Secretarial Auditors and M/s R. M. Bansal & Co., Cost Accountants, Cost Auditor have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee.

33. OTHER DISCLSOURES

Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the Year under Review:

a. Issue of equity share capital with differential rights as to dividend, voting or otherwise.

b. Issue of sweat equity shares.

c. Revision of the financial statements or Board’s Report pertaining to previous financial periods during the Year under Review.

d. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along-with their status as at the end of the financial year.

e. Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

34. ACKNOWLEDGEMENTS

The Board wishes to place on record its appreciation of the significant contributions made by the employees of the Company during the year under review. The Company has achieved impressive growth through competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thank the customers, dealers, distributors, franchisee partners, vendors and other business associates for their continued support in the Company’s growth.

Your Directors also wish to thank the Government of India, the State Governments and other regulatory authorities, banks and members for their cooperation and support extended to the Company.

35. CAUTIONARY STATEMENT

The statements contained in the Board’s Report and Management Discussion and Analysis Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

	By Order of the Board
	For Rathi Steel and Power Limited
	Sd/-	Sd/-
	Abhishek Verma	Mahesh Pareek
Date: 01-09-2026	Director	Managing Director
Place: New Delhi	DIN: 08104325	DIN: 00174146