RR Metalmakers India Ltd Directors Report

To

The Members,

RR MetalMakers India Limited

Your Directors present the 30^th Annual Report of the Company and the Standalone Audited Financial Statement of the Company for the financial year ended March 31, 2025 together with the Auditors Report thereon.

1. Financial Results:

The summarized financial results for the financial year ending March 31, 2025, are highlighted as under:

(Amount in Rs. Lakhs)

Particulars	March 31, 2025	March 31, 2024
Total Income	5250.82	9,680.37
Less: Total Expenses excluding Depreciation	5054.78	9,484.24
Profit before Depreciation, Exceptional Item and Tax	196.04	196.13
Less: Depreciation	28.39	34.34
Profit before Tax and Exceptional Item	167.65	161.79
Less: Exceptional Item	--	--
Less: Tax Expenses	--	56.67
Profit after tax	167.65	105.12

2. Brief description of the Companys working during the year/state of Companys affairs and operational results:

During the current year, the Companys income from operations was lower at Rs. 5197.09 Lakhs, compared to Rs. 9,638.93 Lakhs in the previous year. However, inspite of lower turnover, in view of various cost control measures initiated by the Company, the profit after tax was higher at Rs.167.65 Lakhs for the year ended March 31, 2025 as compared to Rs.105.12 Lakhs in the previous year.

The performance of the Company throughout the year was impacted due to the Corporate Insolvency Resolution Process (CIRP) initiated against the Company pursuant to Order passed passed by National Company Law Tribunal (NCLT) on April 22, 2024 and appointed Insolvency Resolution Professional (IRP). The Company had immediately challenged and filed an appeal with National Company Law Appellate Tribunal (NCLAT) and the NCLAT had stayed the Order passed by NCLT on April 24, 2024. After various hearings and submissions made, the NCLAT had passed an Order on February 27, 2025 setting aside the impugned Order passed by NCLT and accordingly, the Company was released from the CIRP process and powers of the Board reinstated. The Company continued its operations with the approval of IRP.

As the Company is now out of CIRP process, the Directors are optimistic about the Companys prospects and are confident in improving sales within the manufacturing sector, which they believe will result in substantial profits in the future.

During the year under review, the Company has surrendered the channel finance facility of Rs. 7 Crore taken from Tata Capital Financial Services Limited which resulted in substantial reduction in loan and also interest burden.

With a positive outlook, strategic initiatives and aggressive approach of the Management, the Company look forward for improved performance in future.

3. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future:

The Honble National Company Law Tribunal, Mumbai Bench, ("NCLT") vide its order dated April 22, 2024 ("Order"), had admitted the application filed by Jaldhi Overseas PTE Ltd under section 9 of the Insolvency and Bankruptcy Code, 2016, read with Rules and

Regulations framed thereunder for an alleged amount of default of Rs. 4.32 Crore. Accordingly, the Corporate Insolvency Resolution

Process ("CIRP") was commenced on RR Metalmakers India Limited ("Company") with effect from April 22, 2024 and appointed Interim Resolution Professional under the Code.

In this regard, the Company had filed an Appeal before the Honble National Company Law Appellate Tribunal, Principal Bench, New Delhi ("NCLAT"). The Appeal was accepted by the NCLAT on April 24, 2024 ordering that no further steps shall be taken in the CIRP initiated against the Company (pursuant to order dated April 22, 2024 of the NCLT) till the next date. The NCLAT had given dates of hearing from time to time and after the hearings and submissions by the parties, passed an Order on February 27, 2025 setting aside the

Order passed by NCLT and released the Company from CIRP process.

Though the operation of the Company was ongoing without any interruption with the approval of IRP, it has impacted the performance of the Company.

RR METALMAKERS INDIA LIMITED

4. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report:

There are no material changes and commitments happened affecting the financial position of the Company between the end of financial year and the date of this report.

5. The details of application made and proceeding pending under the Insolvency and Bankruptcy Code, 2016:

Except, as mentioned in the above point no. 3 above, no other application was made and proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

6. Change in the nature of business, if any:

The Company is in the business of manufacturing and trading of Steel and Iron Ores and its products. There was no change in nature of business during the period under report.

7. Reserves:

The Board does not propose to carry any amounts to reserves. The profit after tax during the year was carried to Surplus/Deficit account.

8. Dividend:

To conserve the cash resources and in view of the fund requirement for growth your Directors do not recommend any dividend for the financial year 2024-25.

9. Rating:

The Company has taken Credit Rating from Care Ratings Limited. The Company has been assigned Care B+; STABLE for Long Term

Bank Facilities & Care A4 for Companys Short Term Bank Facilities.

10. Transfer of amounts to Investor Education and Protection Fund:

During the year under review, the Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). But there is unclaimed amount lying in the Company towards Interim Dividend declared for the financial year 2017-18, which will be transferred to IEPF account if it remains unpaid or unclaimed for a period of seven years.

11. Share Capital:

The paid up Share Capital of the Company as on March 31, 2025 was Rs. 9,00,88,240/- comprising 90,08,824 Equity Shares of Rs. 10/-each.

The Shares of the Company are listed on BSE Limited under scrip code 531667 and having ISIN INE117K01013.

During the year under Report, there was no change in capital structure and also there was no issue or allotment of shares or securities.

12. Annual Return:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 ("the Act") read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return is placed on website of the Company and which shall be treated as part of this Report. The link of the Annual Report is as follows: https://www.rrmetalmakers.com/annual-return.asp

13. Auditors: a) Statutory Auditors:

At the 27^th Annual General Meeting held on September 30, 2022, M/s. M. A Chavan & Co., Chartered Accountants (Firm

Registration No. 115164W) were appointed as the Statutory Auditors of the Company for 5 consecutive financial years i.e. till the Annual General Meeting to be held for the financial year 2026-27.

During the year there was no change in Auditors in the Company. b) Secretarial Auditors:

As required under Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, in its meeting held on June 04, 2024, has appointed M/s. Hemanshu Kapadia & Associates, (Membership No. FCS: 3477 and C. P. No.: 2285), Practicing Company Secretary, as the Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for the financial year 2024-25 and issue Secretarial Audit Report as required under the Act.

c) Internal Auditors:

M/s. Vikram Shah and Co., Chartered Accountants, were appointed as Internal Auditors of the Company for the financial year

2024-25. In compliance with the provisions of Section 138 of the Act the Board, on the recommendation of the Audit Committee, has re-appointed the said firm as Internal Auditors of the Company for the financial year 2025-26 also.

14. Auditors Report: a) Statutory Audit Report:

The Auditors Report and annexure to the Auditors Report are self-explanatory and contain qualifications, reservations, adverse remarks or disclaimers and therefore the explanations are provided as under:

Sr. Observation No.	Management Reply
1. The Company has recognized revenue for export sales to customer Prisha International PTE Ltd. amounting to Rs.1,000.75 lakhs ($11,63,669.38 USD) vide tax invoice dated 23.12.2024. As per IND AS 115: Revenue from	The Company has already sold the Goods and also received the advance against the goods sold. Further, the GST invoice was generated under LUT for the said sale. The Company does not foresee any issue in consummating the transaction.
Contracts, an entity shall recognize revenue when the entity satisfies a performance obligation by transferring promisedthe financials. goods or service (i.e. an asset) to a customer. As observed during course of our Audit and as per enquiries made with Companys management, the goods have not been transferred to the customer as on the date of this Audit report. Accordingly, the revenue from operations and trade receivables are overstated to that extent.	Therefore, the above transaction does not have impact on
We are unable to comment on the possible consequential effects of the above qualifications, if any, on these statements.
2. Debtors amounting to Rs.61.17 lakhs are older for a period of more than 3 years on which impairment loss is not recognized by the management based on lifetime expected credit losses using provision matrix as per provisions of IND-	The management is hopeful to recover the full amount and in this regard the Company has taken legal action on said debtors.
AS 109 "Financial Instruments". The management of the company has filed recovery suits against the said parties and is of the opinion that the said debtors are recoverable.
We are unable to comment on the possible consequential effects of the above qualifications, if any, on these statements.

The Auditors in its report have also drawn attention to "Emphasis of Matters", the same is given herein under alongwith explanation thereto:

Sr. Content of Auditors Report	Management Reply
No.
1 The Company has decided to sell its manufacturing plant located at Ahmedabad, Gujarat in its Extraordinary General Meeting (EGM) of shareholders held on 27.03.2025 by way of Special Resolution which was unanimously approved by all the shareholders.	The Company took several strategic steps to expand its steel manufacturing business after setting-up the steel plant in Navavas Village, Dist.: Sabarkantha, Gujarat ("Undertaking").
	Even after many efforts, the Company realised that logistics costs were higher in Gujarat than in Maharashtra, which makes product costly. After the COVID-19 pandemic, manufacturing facility became uncompetitive due to the changing economic scenario. Other initiatives that the
	Company had taken in the past included the introduction of new products, significant improvements in quality and service, cost reduction, and so on. However, units performance did not improve and since the running the unit was no longer financially viable, the Board decided to sell it in the best interests of all stakeholders after considering various options.
2	During FY 2024-25, the CGST Department, Mumbai has The findings of GST Audit is awaited. carried out GST Audit of the Company vide its Final Audit Report dated 19.2.2025, with a total revenue detection of Rs.128.03 lakhs for the period FY 2018-19 to FY 2022-23.
	The further assessment is ongoing as on the date of this audit report.

b) Secretarial Audit Report:

The Secretarial Audit Report in form MR-3 issued by M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries, for the financial year 2024-25, is appended as Annexure - 1 to the Boards Report. The Secretarial Audit Report for financial year 2024-25 does not contain any observation / qualification.

15. Cost Records:

As the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014 was applicable on the Company; the Company was required to maintain Cost records. Accordingly, the Company has maintained the cost record.

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo: A. Conservation of energy: i. The steps taken or impact on conservation of energy: Our Company has always considered energy and natural resource conservation as a focus area and has been constantly making efforts towards its conservation. The Company has manufacturing operations at Gujarat and uses electricity as main source for operation. The Company, on continuous basis, has taken several sustainable steps voluntarily to contribute towards better environment. Select few steps are listed below: a) Monitoring the Electricity Expenses on monthly basis, b) Regular maintenance of machinery and electric equipment, c) Use of energy efficient electric equipment, and d) Educating employees and workers for energy conservation. ii. The steps taken by the Company for utilizing alternate sources of energy: The Company is using electricity as main source of its energy requirement for its manufacturing activities. The Company uses the generator in case of electricity failure to run the manufacturing activity. The Company is not exploring alternate sources of energy. iii. The capital investment on energy conservation equipment: The Company has not made any capital investment on energy conservation equipment.

B. Technology absorption: i. The efforts made towards technology absorption: Our Company has continued its endeavor to absorb advanced technologies for its product range to meet the requirements of a competitive market. Further, the Company is taking efforts to further improve quality of the products. The Company strives to achieve innovations in its operations by installing new and advanced machineries. ii. The benefits derived like product improvement, cost reduction, product development or import substitution:

Due to setting-up new and advance machineries our profitability has increased. iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): No technology has been imported by the Company during the last three financial years. iv. The expenditure incurred on Research and Development: Nil C. Foreign exchange earnings and Outgo:

Foreign exchange earnings: Rs.1000.75 lakhs Foreign exchange outgo: Nil

17. Particulars of contracts or arrangements with related parties:

All related party transactions conducted by the Company during the financial year have been executed on an arms length basis and at prevailing market prices. We have maintained strict adherence to the principles of fairness and transparency in these transactions.

It is important to note that apart from the transactions with RKB Global Ltd there have been no materially significant related party transactions with our Directors, Key Managerial Personnel or other designated individuals that could potentially create conflicts of interest with the overall interests of the Company.

Our commitment to corporate governance and ethical business practices has ensured that all related party transactions are conducted in a manner that upholds the best interests of the Company. We have implemented robust processes and procedures to identify, assess and monitor any potential conflicts of interest that may arise from related party transactions. The Board and management continuously strive to maintain the highest level of transparency, integrity and accountability in all our dealings, including related party transactions.

This commitment not only fosters trust and confidence among our stakeholders but also strengthens our corporate reputation.

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Act including material transactions entered at arms length basis and in ordinary course of business, as provided under third proviso to Section 188(1), in prescribed Form No. AOC -2 is appended as Annexure – 2 to the Boards Report.

The details of transactions entered into with related parties, as per Accounting Standards, are disclosed in the Note No. 26 of the Financial Statements.

18. Particulars of Loans, Guarantees or Investments under section 186:

During the year under Report, the Company has not provided any guarantee or security or granted any advances in the nature of loans, secured or unsecured, to companies, firms, limited liability partnership or any other parties. Further, the Company does not have any investment falling within the preview of Section 186 of the Act.

19. Directors and Key Managerial Personnel: a) Directors and Key Managerial Personnel and changes therein:

As on the date of this Report, your Company has 6 (Six) Directors consisting of 2 (Two) Independent (including one Woman Independent Director) and 1 (One) Executive Director and 3 (Three) Non-Independent Non-executive Directors (including 2 Promoters).

In accordance with the provisions of Section 152 of the Act read with the applicable Rules thereto and Articles of Association of the Company, Mr. Alok Shah (DIN: 00764237) and Ms. Reena Parmar (DIN: 09411621) retire by rotation at the ensuing AGM and, being eligible, offer themselves for re-appointment. The Board recommends to the Members their re-appointment as Director of the Company.

In view of ill health, Mr. Navin Mehta (DIN: 00764424) stepped down as a Whole time Director of the Company effective August 12, 2025. Mr. Vishal Metha (DIN: 03310453) was appointed as an Additional Director (Non-Executive Non-Independent) of the Company effective August 12, 2025, subject to approval of the Members at the ensuing AGM. Notice under Section 160 of the Act has been received proposing his candidature for the appointment as Director at the ensuing AGM.

The Board placed on record their gratitude and valuable contribution made by Mr. Navin Mehta during his tenure on the Board of the Company.

Following changes in the Directors and Key Managerial Personnel ("KMP") had taken place during the financial year under Report:

(i) At the 29^th AGM, Mr. Alok Shah (DIN: 00764237) was liable to retire by rotation pursuant to Section 152 of the Act and, being eligible, offered himself for re-appointment. However, as the Company was under CIRP process, the agenda of his reappointment was withdrawn and could not be taken up at the said AGM. The said item is now being placed at the 30^th AGM.; (ii) The Board of Directors had based on recommendation of Nomination & Remuneration Committee (NRC) appointed

Ms. Leena Nishad Jail (DIN: 10540470) as an Additional Director in the category of Independent Director for a term of five years with effect from April 30, 2024, subject to approval of Members at the 29^th AGM. However, since the Company was under CIRP process, the agenda item of her appointment was withdrawn and could not be taken up at the said AGM. Accordingly, she ceased to be an Independent Director of the Company on September 28, 2024. After the Company released from CIRP Process, the Members had at the Extraordinary General Meeting held on March 27, 2025, approved the appointment of

Ms. Leena Nishad Jail (DIN: 10540470) as an Independent Director for a term of five years with effect from March 27, 2025;

(iii) On the recommendation of NRC, the Board of Directors had appointed Ms. Harshika Kothari (PAN: ACIPH6325D) as the

Company Secretary and Compliance Officer designated as KMP of the Company with effect from June 04, 2024; Mr. Navin Madhavji Mehta (DIN: 00764424) was re-appointed as the Whole-time Director of the Company for a period of five years w.e.f. December 26, 2020 i.e. till December 25, 2025. Further, his remuneration was also approved for a period of five years. Since the Company was paying him remuneration under clause (A) of Section II of Part II of Schedule V of the Act, the approval of the Members for payment of remuneration can be for a period not exceeding three years. Hence, the approval of the Members given in 26^th Annual General Meeting of the Company held on August 12, 2021 for payment of remuneration was valid till December 25, 2023.

Therefore, on the recommendation of the NRC, the Board of Directors in its meeting held on November 09, 2023 had reviewed the terms and conditions of his re-appointment as Whole-time Director and approved payment of remuneration to him for a period from December 26, 2023 till his remaining tenure and also him to continue to act as Whole-time Director after the age of 70 years. The said approval of the Board is subject to the approval of the Members at the ensuing Annual General Meeting. Further, the Board of Directors, on the recommendation of the NRC, in its meeting held on August 12, 2024 has approved denovo appointment of Executive Directors (Mr. Navin Madhavji Mehta and Ms. Reena Parmar) for a period of three years w.e.f. October 01, 2024 till September 30, 2027 and payment of remuneration. The above appointments and payment of remuneration are subject to the terms and conditions mentioned in their appointment letters and are also subject to the approval of the Members in the General Meeting. Since Mr. Navin Mehta has stepped down as a Whole time Director effective August 12, 2025, his term of appointment would be upto August 12, 2025.

The aforesaid proposals earlier placed for approval of Members at the 29^th AGM held on September 28, 2024 were withdrawn as the Company was under CIRP process. The Board recommends these proposals for approval of the Members at the 30^th Annual General Meeting.

Based on declaration provided by Directors, none of them are disqualified from being appointed as Directors under Section 164 of the Companies Act, 2013.

As on March 31, 2025, following were the Directors and KMP in the Company:

1. Mr. Virat Shah (DIN: 00764118), Chairman & Non- Executive Director

2. Mr. Navin Mehta (DIN: 00764424), Whole-Time Director & KMP

3. Ms. Reena Parmar (DIN: 09411621), Whole-Time Director

4. Mr. Alok Shah (DIN: 00764237), Non- Executive Director

5. Mr. Samir Patil (DIN: 09655195), Independent Director

6. Ms. Leena Nishad Jail (DIN: 10540470), Independent Director

7. Mr. Dhiren Shah (PAN: BCGPS3926Q), Chief Financial Officer & KMP

8. Ms. Harshika Kothari (PAN: ACIPH6325D), Company Secretary and Compliance Officer & KMP

Brief resume of the Directors proposed to be appointed/re-appointed at the 30^th AGM, relevant information as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards 2 have been given in the

Notice convening the 30^th AGM.

Mr. Virat Shah (DIN: 00764118) and Mr. Alok Shah (DIN: 00764237), Directors of the Company, are related to each other

(inter-se). b) Board Evaluation:

The Board evaluation process is carried through a structured questionnaire which was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation; the questionnaire for evaluation are to be filled in, consolidated and then evaluation was carried out.

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and terms of reference of Nomination & Remuneration Committee, the Committee in its meeting held on November 01, 2023 had decided that performance of the Board, its Committee and all the Directors, excluding Independent Directors, would be carried by Independent Directors and performance evaluation of Independent Directors would be carried by the Board of Directors once in year. In accordance with the criteria suggested by the Nomination & Remuneration Committee, the performance of the Independent Director was evaluated by the entire Board of Directors in its meeting held on February 28, 2025 (wherein the Director getting evaluated was absent) on various parameters like engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders, etc. The Board was of the unanimous view that every Independent Directors were reputed person and brought their rich experience to the deliberations of the Board and suggesting new system and process to improve performance of the Company.

In view of the Company under CIRP process, the Company had only one Independent Director for major part of the year. Accordingly, the performance of all the Non-Independent Directors was evaluated by the sole Independent Director. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance, stakeholders, etc. Independent Director was of the view that all the Non-independent Directors were having good business and leadership skills. The Independent Director also reviewed the performance of the Board as whole and flow of information from Management to the Directors. They were satisfied with the performance of the Board as a whole. Further, he also evaluated the performance of the Chairman of the Company on various aspects such as Meeting dynamics,

Leadership (business and people), Governance and Communication, etc. and expressed their satisfaction over the same.

c) Declaration by Independent Director(s):

All the Independent Directors have provided declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013, there has been no change in the circumstances affecting their status as Independent Directors of the Company and that they are not disqualified to become Independent Directors under the Act. In the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act and that they are independent of the Management.

20. Number of meetings of the Board of Directors:

The Board of Directors met Six (6) times during the financial year 2024-2 5. The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013. Details of date of Board meeting held during the year and attendance of Directors are given in table below:

Name of the Director	30.04.2024	04.06.2024	12.08.2024	14.11.2024	05.02.2025	28.02.2025
Mr. Virat Shah	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Alok Shah	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Navin Mehta	Yes	Yes	Yes	No	Yes	Yes
Ms. Reena Parmar	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Samir Patil	Yes	Yes	Yes	Yes	Yes	Yes
Ms. Leena Nishad Jail *	Yes	Yes	Yes	NA	NA	NA

* appointed as Additional Independent Director with effect from April 30, 2024 and ceased on September 27, 2024 and was appointed as an Independent Director again with effect from March 27, 2025.

21. Details of Committees of the Board:

Presently, the Board has 3 Committees: the Audit Committee, Nomination & Remuneration Committee and Share Transfer and Stakeholders Relationship Committee. The Composition of various Committees and other details are as follows:

A. Audit Committee:

The Company has an Audit Committee as required under Section 177 of the Companies Act, 2013. As on March 31, 2025, the Audit Committee comprised of two members, namely, Mr. Samir Patil (DIN: 09655195) – Independent Director and Mr. Alok Shah (DIN: 00764237), Non-Executive Director. Mr. Samir Patil is a Chairman of the Audit Committee. The Company Secretary and

Compliance Officer of the Company, acts as a Secretary of the Committee.

Ms. Leena Nishad Jail (DIN: 10540470) was appointed as Additional Independent Director of the Company with effect from

April 30, 2024, subject to approval of shareholders and inducted as Member of the Audit Committee in order to have proper composition of the Audit Committee. However, since the proposal for her appointment as an Independent Director at the 29^th AGM was withdrawn due to Company under CIRP process, she ceased to be an Independent Director and also a member of the

Audit Committee effective September 27, 2024. After setting aside the NCLT order for initiation of CIRP process by NCLAT on February 27, 2025, the shareholders had at the EGM held on March 27, 2025, approved the appointment of Ms. Leena Nishad Jail as an Independent Director of the Company effective from that date. The Audit Committee was reconstituted on April 18, 2025 appointing Ms. Leena Nishad Jail as a member of the Audit Committee.

The present composition of the Audit Committee is as under:

Mr. Samir Patil (DIN: 09655195), Independent Director – Chairman of the Committee

Ms. Leena Nishad Jail (DIN: 10540470), Independent Director

Mr. Alok Shah (DIN: 00764237), Non-Executive Director

All the Members of the Audit Committee are financially literate and have accounting or related financial management expertise as required under the Companies Act, 2013.

All the major steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee.

The details of number of Audit Committee Meetings held during the year 2024-25 and attendance of Members of the Committee are given in table below:

Name of Committee Members	30.04.2024	04.06.2024	12.08.2024	14.11.2024	05.02.2025
Mr. Samir Patil	Yes	Yes	Yes	Yes	Yes
Mr. Alok Shah	Yes	Yes	Yes	Yes	Yes
Mr. Leena Nishad Jail *	Yes	Yes	Yes	NA	NA

* appointed with effect from April 30, 2024 and ceased on September 27, 2024.

Details of establishment of Vigil mechanism cum Whistle Blower policy for Directors and employees:

The Company, pursuant to Section 177(9) of the Companies Act, 2013, has established Vigil Mechanism cum Whistle Blower Policy for Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from victimization. Further, in appropriate and exceptional cases, there is direct access to approach Mr. Samir Patil (DIN: 09655195), the Chairman of the Audit Committee. The Policy on vigil mechanism may be accessed on the Companys website at the link: https:// www.rrmetalmakers.com/files/Vigil_mechansim.pdf

B. Nomination & Remuneration Committee:

The Company has Nomination & Remuneration Committee (NRC) as required under Section 178 of the Companies Act, 2013. As on March 31, 2025, the NRC comprised of Mr. Alok Shah (DIN: 00764237) – Non- Executive Director and Mr. Samir Patil (DIN: 09655195) – Independent Director. Mr. Alok Shah is a Chairman of the Committee. The Company Secretary and Compliance Officer of the Company , acts as Secretary of the Committee.

Ms. Leena Nishad Jail was earlier appointed as Additional Independent Director of the Company with effect from April 30, 2024 and inducted as Member of the NRC in order to have proper composition of the Committee. However, in view of Company in CIRP process, the proposal for her appointment at 29^th AGM was withdrawn and she ceased to be an Independent Director and member of the Committee effective September 28, 2024. Ms. Leena Nishad Jail was again appointed as an Independent Director at the EGM held on March 27, 2025 and member of the Committee effective April 18, 2025.

The present composition of the NRC is as under:

Mr. Alok Shah (DIN: 00764237), Non-Executive Director – Chairman of the Committee Mr. Samir Patil (DIN: 09655195), Independent Director

Ms. Leena Nishad Jail (DIN: 10540470), Independent Director

The appointment of the Directors and Key Managerial Personnel is recommended by the NRC to the Board. Your Company has devised the Nomination and Remuneration Policy for the appointment of Directors and Key Managerial Personnel (KMPs) of the Company who have ability to lead the Company towards achieving sustainable development. The said Policy also covers the matters related to the remuneration of Directors, Key Managerial Personnel and Senior Managerial Personnel. A copy of the policy is appended as Annexure - 3 to the Boards Report. The Nomination and Remuneration Policy may be accessed on the Companys website at the link:https://www.rrmetalmakers.com/Reports/Nomination_and_Remuneration_Policy.pdf The Details of remuneration paid to the Directors are given in form MGT-7 and also in annexures to the Boards Report.

The details of number of Committee Meetings held during the year 2024-25 and attendance of Members of the Committee are

Name of the Director	30.04.2024	04.06.2024	12.08.2024	28.02.2025
Mr. Alok Shah	Yes	Yes	Yes	Yes
Mr. Samir Patil	Yes	Yes	Yes	Yes
Ms. Leena Nishad Jail *	NA	Yes	Yes	NA

* appointed with effect from April 30, 2024 and ceased on September 27, 2024. She was again appointed as member of Nomination and Remuneration Committee with effect from April 18, 2025.

C. Share Transfer and Stakeholders Relationship Committee:

The Company has always valued its investors and stakeholders. In order to ensure the proper and speedy redressal of shareholders/ investors complaints, the Share Transfer and Stakeholders Relationship Committee ("STSR Committee") was constituted. The role of the Committee is to consider and resolve security holders complaint and to attend all the investors request. The terms of reference of the STSR Committee are in conformity with the provisions of Section 178(5) of the Companies Act, 2013. As on March 31, 2025, the STSR Committee was comprised of Mr. Virat Shah (DIN: 00764118), Mr. Navin Mehta (DIN: 00764424), Mr. Samir Patil (DIN: 09655195), where Mr. Virat Shah (DIN: 00764118) is a Chairman of the Committee.

The details of number of Committee Meetings held during the year 2024-25 and attendance of Members of the Committee are

Name of the Director	30.04.2024	12.08.2024	14.11.2024	05.02.2025
Mr. Virat Shah	Yes	Yes	Yes	Yes
Mr. Navin Mehta	Yes	Yes	No	Yes
Mr. Samir Patil	Yes	Yes	Yes	Yes

22. Management Discussion & Analysis Report:

In accordance with Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report is appended as Annexure - 4 of the Boards Report.

23. Directors Responsibility Statement:

As stipulated under section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors subscribe to the Directors Responsibility Statement and state that: a) in the preparation of the annual accounts for the financial year ended on March 31, 2025, the applicable accounting standards have been followed and that there are no material departures from the same; 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 on March 31, 2025 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 Companies Act, 2013 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 for the Company and such internal financial controls are adequate and operating effectively during the financial year ended March 31, 2025; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively during the financial year ended March 31, 2025.

24. Managerial Remuneration:

The information required to be disclosed with respect to the remuneration of Directors and KMPs in the Boards Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 for the financial year 2024-25, is appended asAnnexure – 5 to the Boards Report.

The Company has appointed contract labour and reduced employed workers on pay roll in the factory. The number of employees in the Company as on March 31, 2025 was 5. The names of all the employees of the Company in terms of remuneration drawn for the financial year 2024-25, as required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure - 6 to the Boards Report.

There were no employees in the Company employed in India or Outside India receiving remuneration more than Rs.1,02,00,000/-

(Rupees One Crore Two Lakh only) Per annum or Rs.8,50,000/- (Rupees Eight Lac Fifty Thousand only) per month.

25. Report on Corporate Governance:

In adherence to the regulatory framework and as part of our commitment to transparent business practices, we present the following disclosure on Corporate Governance for the year ended March 31, 2025.

Exemption from Detailed Reporting: Pursuant to the stipulations laid down in Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements), 2015, we wish to inform our stakeholders that the Company qualifies for an exemption from providing a comprehensive Corporate Governance Report. This exemption is attributed to two key factors: (Amount in Rs. Crore)

Particulars	Limit as per LODR	As on 31/03/2024	As on 31/03/2025
Paid-up Capital	10	9.01	9.01
Net Worth	25	6.71	8.39

Your Company is committed to maintain the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. We have implemented best corporate governance practices in the Company to enhance long-term shareholder value and respect minority rights in all our business decisions.

Even though the provisions of Corporate Governance are not applicable to the Company, the Company in words and spirit follows the most of the provisions of Corporate Governance.

26. Internal Control System and their Adequacy:

The Company has established an effective Internal Control System that aligns with the size and nature of our business. This system specifically focuses on the purchase of inventory and fixed assets, as well as the sale of goods and services. To ensure the integrity and independence of our internal control processes, we have defined the scope and authority of our Internal Audit function in the Internal

Audit Manual. This function reports directly to the Chairman of the Audit Committee and the Board, providing an additional layer of oversight. The primary responsibility of our Internal Auditor is to monitor and evaluate the effectiveness and adequacy of our internal control system. This includes assessing compliance with operating systems, accounting procedures, and policies within the Company.

27. Risk Assessment and Management:

A Business Risk Policy has been framed for creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The Policy has been formed with the intention to provide regular updates to the Board of Directors about various aspects of the business risks to which the Company is or will be exposed.

All the risks are identified at various levels and suitable mitigation measures are thereafter adopted. These are subjected to a periodic review by the Audit Committee as well as the Board. Accordingly, management of risk has always been an integral part of the Companys ‘Strategy of Organisation and straddles its planning, execution and reporting processes and systems. Backed by strong internal control systems, the current Risk Management Framework consists of the following key elements:

• Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique / relatively high risk profiles.

• The Audit Committee of the Board reviews Internal Audit findings and provides strategic guidance on internal controls. The Audit

Committee closely monitors the internal control environment within your Company including implementation of the action plans emerging out of internal audit findings.

• The Company has appointed Internal Auditors and Secretarial Auditors to comply with the various provisions and compliances under applicable laws.

28. Disclosure under the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013:

The Company has Policy on Prevention of Sexual Harassment at work place. The Company has not received any complaints pertaining to sexual harassment during the financial year 2024-25. Your Directors state that the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. Maternity benefit Act, 1961:

The Company has complied with the provisions of the Materntiy Benefit Act, 1961, as applicable.

30. Secretarial Standards:

The Company has complied with the applicable Secretarial Standards, as issued by the Institute of Company Secretaries of India and notified by the Central Government.

31. Other Disclosures / Reporting:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/event on these items during the year under review: a) Issue of equity shares with differential rights as to dividend, voting or otherwise as no such shares were issued; b) Issue of shares (including sweat equity shares) to employees of the Company as no such scheme was drawn; c) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013); d) Details relating to deposits covered under Chapter V of the Act; e) Details of payment of remuneration or commission to Managing Director or Whole-time Director of the Company from any of its subsidiaries as the Company does not have any Subsidiaries; f) Details in respect of frauds reported by Auditors under sub-section (12) of Section 143 other than those which are reportable to the Central Government, as there was no such frauds reported by the Auditors; g) Reporting on Corporate Social Responsibility as the Company does not attract any of the criteria as mentioned in Section 135(1) of the Act; h) Details of Subsidiary/Associates/Joint Venture Company as the Company was not having any. Subsidiary/Associates/Joint Venture

Company; and i) 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 as there was no one time settlement was made with the Banks or Financial Institutions.

32. Acknowledgments:

The Board of Directors extends its heartfelt appreciation to the entire team of dedicated employees and their families for their unwavering commitment and valuable contributions to the Companys operations throughout the year. The collective efforts, dedication, and hard work of our employees have been instrumental in driving the Companys growth and success.

Furthermore, the Directors wish to express their gratitude to our esteemed partners, Banks, Business Associates, and Financial Institutions for their unwavering support and cooperation. Your collaborative efforts have been pivotal in our journey, and we look forward to continued partnerships that foster mutual growth and success.

The synergy between our employees, stakeholders, and partners has played a significant role in shaping our achievements, and we remain committed to fostering a culture of excellence and collaboration.

For and on behalf of Board of Directors of

RR MetalMakers India Limited,

Sd/- Virat Shah Chairman (DIN: 0764118) Date: August 12, 2025

Place: Mumbai