RR Metalmakers India Ltd Directors Report

To

The Members,

RR MetalMakers India Limited

Your Directors present the 31^st Annual Report of the Company and the Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2026 together with the Auditors Report thereon.

1. Financial Results:

The summarized financial results for the financial year ending March 31,2026, are highlighted as under:

Particulars	March 31,2026	March 31,2025
Total Income	8739.41	5250.82
Less: Total Expenses excluding Depreciation	8933.72	5054.78
Profit/(Loss) before Depreciation, Exceptional Item and Tax	(194.31)	196.04
Less: Depreciation	21.70	28.39
Profit/(Loss) before Tax and Exceptional Item	(216.01)	167.65
Add: Exceptional Item	202.71	--
Less: Tax Expenses	53.91	--
Profit/(Loss) after tax	(67.21)	167.65

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 higher at Rs. 8739.41 Lakhs, compared to Rs. 5250.82 Lakhs in the previous year. The Company has reported loss before tax and Exceptional item of Rs.216.01 Lakhs for the year ended March 31,2026 as compared to profit of Rs.167.65 Lakhs in the previous year. The loss was basically due to higher input costs and expenses during the year under review. The exceptional income of Rs.202.71 lakhs was on account of sale of warehouse at village Ustane, Dist. Thane and a factory in Gujarat.

During the year under review, the Company has disposed off its factory in Gujarat in March 2026. The sale of factory was approved by the Shareholders at the Extraordinary General Meeting of the Company held on March 28, 2025.

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:

During the year under review, no significant or material orders were passed by any Regulatory authority or Court that could have an adverse impact on the going concern status of the Company or its future operations.

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:

The Company has not made any application and no 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.

8. Dividend:

The Directors do not recommend any dividend for the financial year 2025-26.

9. Rating:

Care Ratings Limited has assigned Care B; STABLE for Long Term Bank Facilities & Care A4 for Companys Short Term Bank Facilities Issuer not cooperating.

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

During the year under review, the Interim Dividend declared for the financial year 2017-18, which remained unclaimed for seven years and the underlying shares were transferred to Investor Education and Protection Fund (IEPF).

11. Share Capital:

The paid up Share Capital of the Company as on March 31,2026 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 of 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 May 21,2025, 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 2025-26 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 2025-26. 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 2026-27 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:

Observation	Management Reply
1. The Company has recognized revenue for export sales to customer Samaira International Limited amounting to Rs.1,354.70 lakhs ($ 15,75,140 USD) and Grandmark Global PTE Ltd. amounting to Rs.275.52 lakhs ($ 3,20,000 USD) vide tax invoices dated 25.6.2025, 7.8.2025, 30.9.2025 and 5.9.2025 respectively. As per IND AS 115: Revenue from Contracts, an entity shall recognize revenue when the entity satisfies a performance obligation by transferring promised goods or service (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.	The Company has already sold the Goods and the GST invoice was generated under LUT for the said sale. The Company does not foresee any issue in consummating the transaction.
We are unable to comment on the possible consequential effects of the above qualifications, if any, on these statements.	The reason is the DMG portal monitoring movement of goods (i.e. iron ore) from the site to the Port is not operational. Additionally, due to the ongoing Iran-Israel war, availability of the ships is very scarce. As and when situation improves, shipment will happen.
	Therefore, the above transaction does not have impact on the financials.

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 2025-26, is appended as Annexure - 1 to the Boards Report. The Secretarial Audit Report for financial year 2025-26 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, 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 office premises, 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.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution:

The benefits derived are being evaluated.

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.1630.22 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. The Company has 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 comprising of 2 (Two) Independent Directors and 1 (One) Executive Director (a Woman 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. Virat Seventilal Shah (DIN: 00764118) retire by rotation at the ensuing AGM and, being eligible, offer himself for re-appointment. The Board recommends to the Members his re-appointment as Director of the Company.

In view of ill health, Navin Madhavji Mehta (DIN: 00764424) stepped down as a Whole time Director of the Company with effect from August 12, 2025.

Mr. Vishal Mehta (DIN: 03310453) was appointed as an Additional Director (Non-Executive Non-Independent) with effect from August 12, 2025, which was approved by the shareholders at the 30^th AGM held on September 10, 2025.

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

Mr. Samir Mukund Patil (DIN: 09655195) has been re-appointed by the Board, based on the recommendation of the Nomination and Remuneration Committee (‘NRC) and in accordance with the provisions of the Companies Act, 2013, as a Non-Executive, Independent Director for a second term of 5 consecutive years commencing from July 12, 2027 to July 11, 2032, subject to shareholders approval by way of a Special Resolution at the ensuing Annual General Meeting.

Resolutions seeking the re-appointment of Mr. Virat Seventilal Shah and Mr. Samir Mukund Patil form part of the Notice convening the ensuing Annual General Meeting scheduled to be held on August 07, 2026.

As on date, following are the Directors and KMPs in the Company:

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

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

3. Mr. Vishal Mehta (DIN: 03310453), Non-Executive Director

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

5. Mr. Samir Mukund 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 re-appointed at the 31^st AGM, relevant information as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards - 2 have been given in the annexure to the Notice convening the 31^st AGM.

Mr. Virat Seventilal 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 Directors was evaluated by the entire Board of Directors in its meeting held on February 14, 2026 (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.

The performance of all the Non-Independent Directors was evaluated by the Independent Directors at its Meeting held on February 14, 2026. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance, stakeholders, etc. Independent Directors were of the view that all the Non-independent Directors were having good business and leadership skills. The Independent Directors 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, Independent Directors 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 2025-26. 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	21.05.2025	12.08.2025	29.09.2025	14.11.2025	14.02.2026	13.03.2026
Mr. Virat Shah	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Alok Shah	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Navin Mehta *	Yes	Yes	--	--	--	--
Mr. Vishal Mehta #	--	--	Yes	Yes	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	LoA	Yes	LoA	Yes

* ceased to be Wholetime Director of the Company upon resignation from the close of business hours on August, 12, 2025.

* appointed as Non-Executive Director with effect from August 12, 2025.

21. Details of Committees of the Board:

Presently, the Board has 3 Committees: 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. The Audit Committee was reconstituted on April 18, 2025 for appointment of Ms. Leena Nishad Jail, Independent Director as a member of the Committee.

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.

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 2025--26 and attendance of Members of the Committee are given in table below:

Name of Committee Members	21.05.2025	12.08.2025	29.09.2025	14.11.2025	14.02.2026
Mr. Samir Patil	Yes	Yes	Yes	Yes	Yes
Mr. Alok Shah	Yes	Yes	Yes	Yes	Yes
Mr. Leena Nishad Jail	Yes	Yes	LoA	Yes	LoA

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. The NRC was reconstituted on April 18, 2025 for appointment of Ms. Leena Nishad Jail, Independent Director as a member of the Committee. As on March 31,2026, the NRC comprised of Mr. Alok Shah (DIN: 00764237) - Non- Executive Director, Mr. Samir Patil (DIN: 09655195) and Ms. Leena Nishad Jail (DIN: 10540470) - Independent Directors. Mr. Alok Shah is a Chairman of the Committee. The Company Secretary and Compliance Officer of the Company, acts as Secretary of the Committee.

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. Ybur 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. The Board of Directors had based on recommendation of NRC approved the amended Policy on September 29, 2025. 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.

During 2025-26, one Meeting of NRC was held on August 12, 2025 which was attended by all the Members.

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.

Mr. Navin Mehta (DIN: 00764424) ceased to be a member of the STSR Committee consequent upon his resignation as a Wholetime Director of the Company with effect from the close of business hours on August 2025.

The STSR Committee was reconstituted on November 14, 2025 appointing Mr. Vishal Mehta (DIN: 03310453) as a member of the Committee.

As on March 31,2026, the STSR Committee was comprised of Mr. Virat Shah (DIN: 00764118), Mr. Vishal Mehta (DIN: 03310453) and 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 2025-26 and attendance of Members of the Committee are given in table below:

Name of the Director	21.05.2025	12.08.2025	14.11.2025	14.02.2026
Mr. Virat Shah	Yes	Yes	Yes	Yes
Mr. Navin Mehta	Yes	Yes	--	--
Mr. Vishal Mehta	--	--	--	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 31,2026, 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, 2026 and of the loss 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 31,2026; 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 31,2026.

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 2025-26, is appended as Annexure - 5 to the Boards Report.

The number of employees in the Company as on March 31,2026 was 5. The names of all the employees of the Company in terms of remuneration drawn for the financial year 2025-26, 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 31,2026.

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:

Particulars	Limit as per LODR	As on 31/03/2025	As on 31/03/2026
Paid-up Capital	10	9.01	9.01
Net Worth	25	8.39	7.49

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 2025-26. Ybur 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 Maternity 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 were 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: July 02, 2026

Place: Mumbai