The Board of Directors are pleased to present the Company's Annual Report and the Company's
audited financial statements for the financial year ended 31st March, 2025.

1. OPERATING RESULTS

The operating results of the Company for the year ended 31st March, 2025 are as follow:

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANY'S AFFAIR

During the year under review, your Company achieved total revenue from operations of Rs. 10526.63
thousand (previous year Rs. 160396.72thousand).

The Profit after tax (including other comprehensive income) is at Rs. 609.10 thousand (previous year
loss Rs. 115451.32 thousand).

4. DIVIDEND

Your directors do not recommend any divided for the financial year ended 31s March 2025.

5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated
Financial Statement is part of the Annual Report.

6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND.

During the financial year total Rs. 112782/- of unpaid dividend balance of 2016-2017 was transferred
to Investor's Education & Protection Fund.

8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
ETC.

The information pertaining to conservation of energy, technology absorption, foreign exchange
earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director's Report.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key
business objectives. Major risks identified by the businesses and functions are systematically
addressed also discussed at the meetings of the Risk Management Committee and the Board of

Directors of the Company. The Company has constituted Risk Management Committee and its risk
management policy is available on the website of the Company.

10. INTERNAL CONTROL SYSTEM

The Company's internal controls system has been established on values of integrity and operational
excellence and it supports the vision of the Company "To be the most sustainable and competitive
Company in our industry". The Company's internal control systems are commensurate with the
nature of its business and the size and complexity of its operations. These are routinely tested and
certified by Statutory as well as Internal Auditors and their significant audit observations and follow
up actions thereon are reported to the Audit Committee.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013

During the year under review, your Company has not made any investment, given any loan or
guarantee falling within the meaning of section 186 of the Companies Act, 2013 and the rules made
thereunder.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arm's length basis, in the ordinary course of business
and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially
significant related party transactions made by the Company with Promoters, Directors or Key
Managerial Personnel etc. which may have potential conflict with the interest of the Company at large
or which warrants the approval of the shareholders.

The transactions are being reported in Form AOC-2 i.e. Annexure B in terms of Section 134 of the Act
read with Rule 8 of the Companies (Accounts) Rules, 2014.

However, the details of the transactions with Related Party are provided in the Company's financial
statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus
approval is obtained for the transactions which are foreseen and repetitive in nature.

13. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end,
has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees
(permanent, contractual, temporary, trainees) are covered under the said policy.

The Company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 which redresses complaints received on sexual harassment.

During the financial year under review:

a) Number of complaints filed during the financial year: NIL

b) Number of complaints disposed of during the financial year: NIL

c) Number of complaints pending as on end of the financial year: NIL

14. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual
Return Financial Year 2024-25. http://www.rishabhdighasteel.com/investors.html

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board met 6 times on 28/05/2024, 29/07/2024, 14/08/2024,
06/09/2024, 12/11/2024 and 14/02/2025.

16. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby
confirm:

• That in the preparation of the annual accounts, the applicable accounting standards have been
followed and there has been no material departure.

• That the selected accounting policies were applied consistently and the Directors 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 as on 31st March, 2025, and that of the profit of the Company for the year ended on
that date.

• That proper and sufficient care has been taken 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.

• That the annual accounts have been prepared on a going concern basis.

• The Board has laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively.

• The directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

17. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

18. ARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure C to this
report. In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names and other particulars of employees drawing remuneration in excess of
the limits set out in the said Rules, if any, forms part of the Report.

The policy is available on the Company's website. www.rishabhdighasteel.com.

19. DIRECTORS

Ms. Kumud Ashok Mehta is liable to retire by rotation in this ensuing Annual General Meeting and
being eligible he has offered herself for reappointment Your Directors recommend her re¬
appointment.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted
declarations that each of them meets the criteria of independence as provided in Section 149(6) of the
Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.
There has been no change in the circumstances affecting their status as Independent Directors of the
Company.

20. COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013, the Board has formed a Risk Management Committee.
There are currently 3 Committees of the Board, as follows:

• Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the
Companies Act, 2013 read with regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Audit Committee as on the date of the report comprises of 2
Non-Executive Independent Directors & 1 Executive Directors.

Following are the members of the Committee

Jigar Rajendra Sheth : Independent Director Chairman

Hardik Pravinbhai Makwana : Independent Director Member
Ashok Maganlal Mehta : Managing Director Member

During the year there were in total 5 Audit committee meetings held on 28/05/2024, 29/07/2024,
06/09/2024, 12/11/2024 & 13/02/2025.

The Chairperson of Audit Committee was present in previous AGM held on 30/09/2024 to answer
shareholder's queries.

Broad terms of reference of the Audit Committee are as per following:

The role of the audit committee shall include the following:

1 Oversight of the listed entity's financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

2 Recommendation for appointment, remuneration and terms of appointment of auditors of the listed
entity;

3 Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4 Reviewing with the management, the quarterly financial statements before submission to the board
for approval;

5 Reviewing and monitoring the auditor's independence and performance and effectiveness of audit
process.

7 Approval or any subsequent modification of transactions of the listed entity with related parties.

8 Evaluation of internal financial controls and risk management systems.

9 reviewing, with the management, performance of statutory and Internal Auditors, adequacy of the
internal control systems.

10 Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit.

11 Discussion with internal auditors of any significant findings and follow up there on.

12 Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature and
reporting the matter to the board.

13 Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern.

14 To review the functioning of the whistle blower mechanism.

15 Approval of appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate.

16 Carrying out any other function as is mentioned in the terms of reference of the audit committee
• Nomination And Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted in line with the
provisions of Section 178 of the Companies Act, 2013 read with regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The Committee comprises of 2 Non-Executive Independent Directors and 1 Executive Director.

The Nomination and Remuneration Committee met 3 times in the Financial Year 2024-2025 on
28/05/2024, 14/08/2024 & 06/09/2024.

The necessary quorum was present in the said meetings.

The Chairman of the Nomination and Remuneration Committee was present at the last Annual
General Meeting of the Company held on 30/09/2024.

The composition of the Committee and the details of meetings held and attended by the Directors are
as under:

Jigar Rajendra Sheth : Independent Director Chairman

Hardik Pravinbhai Makwana : Independent Director Member
Ashok Maganlal Mehta : Managing Director Member

Role of nomination and remuneration committee, inter-alia, include the following:

(1) Formulation of the criteria for determining qualifications, positive attributes and independence of
a director and recommend to the Board of Directors a policy relating to, the remuneration of the
directors, key managerial personnel and other employees;

(2) Formulation of criteria for evaluation of performance of independent directors and the board of
directors;

(3) Devising a policy on diversity of board of directors;

(4) Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down and recommend to the board of directors their
appointment and removal.

(5) Whether to extend or continue the term of appointment of the independent director, on the basis
of the report of performance evaluation of independent directors.

(6) To recommend to the Board all remuneration, in whatever form, payable to senior management.

The policy on directors' appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters is available on
company's website.

Remuneration of Directors

The remuneration of the Managing Director and Whole- Time Director is recommended by the
Remuneration Committee and then approved by the Board of Directors and subsequently by the
shareholders in general meeting within the limits prescribed in Companies Act, 2013.

Criteria for making payments

Non-Executive Directors of the Company are paid sitting fees for attending Board and Committee
Meetings and no Commission is drawn by either of them during the year.

Performance evaluation criteria for Independent Directors:

1) Attendance and participations in the meetings.

2) Preparing adequately for the board meetings.

3) Contribution towards strategy formation and other areas impacting company performance

4) Rendering independent, unbiased opinion and resolution of issues at meetings.

5) Safeguard of confidential information.

6) Initiative in terms of new ideas and planning for the Company.

7) Timely inputs on the minutes of the meetings of the Board and Committee's.

8) Raising of concerns to the Board

Remuneration Policy

The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the
Companies Act, 2013 is available at the website of the Company: https://rishabhdighasteel.com/
Further, criteria of making payments to non-executive directors, the details of remuneration paid to
all the Directors and the other disclosures required to be made under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 have been published below:

• Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted in line with Regulation 20 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee comprises
of 2 Non-Executive Independent Directors and 1 Executive Director.

The committee looks into the shareholders and investors grievances that are not settled at the level of
Compliance Officer and helps to expedite the share transfers and related matters. The Committee
periodically reviews the status of stakeholders' grievances and redressal of the same.

The Committee met once on 06/09/2024.

The necessary quorum was present for all the meetings. The Chairman of the Committee was present
at the last Annual General Meeting of the Company held on 30th September 2024.

The composition of the Committee during FY 2024-25 and the details of meetings held and attended
by the Directors are as under:

Jigar Rajendra Sheth : Independent Director

Hardik Pravinbhai Makwana : Independent Director
Ashok Maganlal Mehta : Managing Director

Following are the members of the Committee.

The role of the committee shall inter-alia include the following:

(1) Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends,
issue of new/ duplicate certificates, general meetings etc.

(2) Review of measures taken for effective exercise of voting rights by shareholders.

(3) Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar & Share Transfer Agent.

(4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum
of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory
notices by the shareholders of the Company.

21. MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the independent directors ("Annual ID Meeting") was convened on
11/03/2025, which reviewed the performance of the Board (as a whole), the Non-Independent
Directors and the Chairman. Post the Annual ID Meeting, the collective feedback of each of the
Independent Directors was discussed by the Chairperson with the Board covering performance of the
Board as a whole, performance of the Non-Independent Directors and performance of the Board
Chairman. All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is no
change in their status of Independence. As required under Section 149(7) of the Companies Act, 2013.

22. DETAILS OF FAMILIARIZATION PROGRAMMED IMPARTED TO INDEPENDENT
DIRECTORS FOR THE FINANCIAL YEAR 2024-2025

On appointment, the concerned Director is issued a Letter of appointment setting out in detail, the
terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed
Independent Director is taken through an induction and familiarization program including the
presentation and interactive session with the Committee Members and other Functional Heads on the
Company's finance and other important aspects.

23. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR
APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection,
Appointment and Remuneration of Directors which inter-alia requires that composition and
remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior
management employees and the Directors appointed shall be of high integrity with relevant expertise
and experience so as to have diverse Board and the Policy also lays down the positive
attributes/criteria while recommending the candidature for the appointment as Director.

24. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the
requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to
be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the
relevant rules.

25. STATUTORY AUDITORS

M/S Bilimoria Mehta & Co, Chartered Accountant were appointed as Statutory Auditor of the
Company at the 33^rd Annual General Meeting held on 30th September 2024, to hold the office for a
term upto 38th Annual General Meeting of the Company.

26. INTERNAL AUDITORS

M/s Yogesh Bhuva & Co., Chartered Accountant, were appointed as internal auditors by the Board
for the financial year 2024-25 and who have issued their reports on quarterly basis.

27. SECRETARIAL AUDITORS

The Company has appointed M/s Jaymin Modi & Co. Company Secretaries, as Secretarial Auditors
of the Company to carry out the Secretarial Audit for the Financial Year 2024-2025 and to issue
Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the
Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

The Secretarial Audit Report for the FY 2024-25 is annexed herewith and forms part of this report as
Annexure D. Secretarial Audit is not applicable to the Subsidiary, not being a material subsidiary.

28. COST RECORDS AND COST AUDIT

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the
Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the
Companies Act, 2013 was not applicable for the business activities carried out by the Company for the
FY 2024-25. Accordingly, such accounts and records are not made and maintained by the Company
for the said period.

29. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING
COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory
Auditor and Internal Auditor in their reports.

The Observation/remarks of Secretarial Auditor and comment of Board of Director are as under:

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review, as stipulated under
regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed to this Annual Report as Annexure E.

31. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Holding, Subsidiary, Joint Ventures and Associate Companies

32. VIGIL MECHANISM

The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by
the employees and other Directors. The Company has also provided adequate safeguards against
victimisation of employees and Directors who express their concerns.

he Vigil Mechanism Policy is available at the website of the Company: www.rishabhdighasteel.com.

33. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have
not reported any instances of frauds committed in the Company by its Officers or Employees to the
Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this
Report.

34. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the
performance evaluation of the Board and its Committees were carried out during the year under
review.

35. 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 affecting the financial position of the Company
occurred during the financial year.

36. THE 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.

During the year there has been no significant material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and company's operations in future.

37. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the period under review, neither any application under Corporate Insolvency Resolution
Process was initiated nor any pending under the Insolvency and Bankruptcy Code, 2016

38. 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

During the period under review, no such settlement took place.

39. CORPORATE GOVERNANCE

Your Company always places a major thrust on managing its affairs with diligence, transparency,
responsibility and accountability thereby upholding the important dictum that an Organization's
corporate governance philosophy is directly linked to high performance. The Company understands
and respects its fiduciary role and responsibility towards its stakeholders and society at large and
strives to serve their interests, resulting in creation of value for all its stakeholders. In terms of
Regulation 34 of SEBI (LODR) Regulations, furnishing of Corporate Governance Report is not
applicable to the company.

40. OTHER DISCLOSURES

The Company does not have any Employees Stock Option Scheme in force and hence particulars are
not furnished, as the same are not applicable. No proceedings against the Company is initiated or
pending under the Insolvency and Bankruptcy Code, 2016. The details of difference between amount
of the valuation done at the time of one-time settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof - Not Applicable.

41. POLICIES

The Company seeks to promote highest levels of ethical standards in the normal business transactions
guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 mandates formulation of certain policies for listed companies. The Policies are reviewed
periodically by the Board and are updated based on the need and compliance as per the applicable

laws and rules and as amended from time to time. The policies are available on the website of the
Company.

42. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of the
revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

43. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success, the marketplace and a good reputation are among the
primary determinants of value to the shareholder. The organisational vision is founded on the
principles of good governance and delivering leading-edge products backed with dependable after
sales services. Following the vision your Company is committed to creating and maximising long¬
term value for shareholders.

44. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not
applicable as the Company is having Net worth less than rupees Five Hundred Crore, Turnover less
than rupees One Thousand Crore and Net Profit less than rupees Five Crore.

45. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the
continued co-operation extended by shareholders, employees, customers, banks, suppliers and other
business associates.

By order of the Board

For Rishabh Digha Steel and Allied Products Limited
Sd/-

Mr. Ashok Maganlal Mehta
Chairman & Managing Director
DIN 00163206
Date: 06th September 2025
Place: Mumbai