Your Board of Directors are pleased to present the 51st Annual Report of the Rama Steel Tubes Limited (the "Company” or "RAMA¹’). The
summary of Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2025, are given below::

1. FINANCIAL RESULTS

2. COMPANY'S PERFORMANCE

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

Standalone

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

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

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

Consolidated

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

Consolidated profit before tax (PBT) in FY 2024-25 was
'2,885.80 Lakhs compared to '3,752.90 /- Lakhs in last FY
2023-24.

Consolidated profit after tax (PAT) in FY 2024-25 was
'2,274.40 Lakhs compared to '2,999.63 Lakhs in last FY
2023-24.

DIVIDEND

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

In terms of Regulation 43A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI LODR
Regulations”), the Dividend Distribution Policy duly approved
by the Board is available on the website of the Company and
can be accessed at www.ramasteel.com.

4. TRANSFER TO RESERVE

The Board of Directors do not propose/recommended to
transfer any sum to the General Reserve pertaining to FY
2024-25.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

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

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

6. ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

Your Company has adopted Indian Accounting Standards
(Ind AS). Accordingly, the standalone financial statements
of the Company and the consolidated financial statements
of the Company with its subsidiary/Associate for the
financial year ended March 31, 2025, have been prepared in
accordance with Ind AS as prescribed under section 133 of
the Companies Act, 2013 (the "Act”), read with the relevant
rules made there under and other accounting principles
generally accepted in India.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
COMPANIES

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

During the year, Rama Defence Private Limited became
a wholly owned Indian subsidiary of the Company.
This acquisition was undertaken with the objective of
exploring and executing opportunities within the defence
infrastructure sector. Further, Oram Green Energy Limited,
engaged in the renewable energy became the associate

company by virtue of acquisition of equity stake of 40 %. In
addition, the Company entered into a consortium agreement
with Onix Renewable Limited for investment in a renewable
energy project, wherein the Company has invested a 10%
equity stake in Onix IPP Private Limited. During the period
there was no material subsidiary of the Company.

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

In accordance with provisions of Section 136 of the
Companies Act, 2013 the standalone and consolidated
financial statements of the company, along with relevant
documents and separate audited accounts in respect
of the subsidiaries, are available on the website of the
company. The company will provide the annual accounts
of the subsidiaries and related detailed information to the
shareholders of the Company on specific request made to it
in this regard by the shareholders.

Post-Financial Year Developments:

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

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

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

8. SECRETARIAL STANDARDS

The Company has followed applicable Secretarial Standards.

9. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

During the year under review there was no proceeding
initiated/pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

10. PUBLIC DEPOSITS

The Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules, 2014.
Accordingly, there are no unclaimed or unpaid deposits lying
with the Company for the year under review.

11. CORPORATE GOVERNANCE REPORT

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

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

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

12. CREDIT RATING

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

13. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

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

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

The policy on Related Party Transactions as approved by
the Board may be accessed on the Company's website at
the link: https://ramasteel.com/assets/pdf/annual/94/
RELATED%20PARTY%20TRANSACTION%20POLICY.pdf.

14. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
(BRSR)

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

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

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

15. CORPORATE SOCIAL RESPONSIBILITY

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

In accordance with the requirements of Section 135 of
the Companies Act, 2013, the Company has constituted a
Corporate Social Responsibility (CSR) Committee. Details
regarding the composition of the Committee and its terms of
reference are available in the Corporate Governance Report.

The Company's CSR Policy can be accessed on its website
at the following link: https://ramasteel.com/assets/pdf/
Corporate%20Social%20Responsibility%20(CSR)%20Policy.pdf.

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

16. DIRECTORS' RESPONSIBILTY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of their knowledge and ability,
confirm that:

a) in the preparation of the annual accounts for the
Financial Year ended March 31, 2025, the applicable
accounting standards had been followed and there has
been no material departure;

b) that the selected accounting policies were applied
consistently. Reasonable and prudent judgments and
estimates were made so as to give a true and fair view
of the state of affairs of the Company as at March 31,
2025 and of the profit and loss of the Company for the
year ended on that date;

c) the directors had taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) that the Company had prepared the annual accounts
on a going concern basis;

e) the directors had laid down internal financial controls
which are followed by the Company and such internal
financial control are adequate and were operating
effectively; and

f) the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and such systems are adequate and were operating
effectively.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

• Mr. Naresh Kumar Bansal - Managing Director

• Mr. Richi Bansal - Whole-Time Director & Chief
Executive Officer

• Mr. Vinod Pal Singh Rawat - Director*

• Mr. Saurabh Shashwat - Independent Director**

• Mr. Jai Prakash Gupta - Independent Director

• Ms. Anju Gupta - Independent Director

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

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

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

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

Subsequently, on the recommendation of the Nomination
and Remuneration Committee, the Board of Directors,
at its meeting held on August 12, 2025, appointed Mr. Hari
Shankar Singh (DIN: 11233459) as an Additional Director
(Executive Director) of the Company for a term of 5 (five)
consecutive years w.e.f August 12, 2025, subject to approval
of shareholders in the ensuing AGM.

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

The Company has received necessary disclosures and
notices with respect to re-appointments.

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

Also, during the year, the non-executive directors of the
Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, reimbursement
of expenses, if any.

18. DECLARATION BY INDEPENDENT DIRECTOR(S)

In accordance with the Section 149(7) of the Act, each
Independent Director has given a written declaration to the
Company at the time of their appointment and at the first
meeting of the Board of Directors in every financial year
confirming that he/she meets the criteria of independence
as mentioned under Section 149(6) of the Companies Act,
2013 and Regulation 16(1) (b) of the SEBI LODR Regulations
and there has been no change in the circumstances which
may affect their status as an independent director during
the year.

The Independent Directors have complied with the Code
for Independent Directors prescribed in Schedule IV to
the Companies Act, 2013 along with code of conduct
for all members of board in terms of Regulation 17(5) of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Based on the disclosures received, the Board is of the
opinion that, all the Independent Directors fulfill the
conditions specified in the Act and Listing Regulations and
are independent of the management. List of core skills,
expertise and core competencies of the Board, including
the Independent Directors, are given in the Corporate
Governance Report forming an integral part of this Board's
Report.

During the year under review, there is no change in
Independent Directors of the Company, except as mentioned
above.

19. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation
of its own performance, Board Committees and individual
directors pursuant to the provisions of the Companies Act,
2013 and Corporate Governance requirements as prescribed
by SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The performance of the Board was evaluated by the Board
after seeking inputs from all the directors on the basis
of criteria such as the Board composition and structure,
effectiveness of board processes, information and
functioning, etc.

The performance of the Committees was evaluated by the
Board after seeking inputs from the Committee members on
the basis of criteria such as the composition of committees,
effectiveness of Committee meetings, etc.

The performance assessment of Non-Independent Directors,
Board as a whole and the Chairman were evaluated at
separate meetings of Independent Directors. Performance
Evaluation of Independent Directors was done by the entire

Board, excluding the Independent Director being evaluated.

20. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
AND OTHER DETAILS

The Nomination and Remuneration Committee (NRC)
has been mandated to oversee and develop competency
requirements for the Board based on the industry
requirements and business strategy of the Company.
The NRC reviews and evaluates the profiles of potential
candidates for appointment of Directors and meets them
prior to making recommendations of their nomination to
the Board. Specific requirements for the position, including
expert knowledge expected, are communicated to the
appointee.

The current policy is to have an appropriate mix of executive
and independent directors to maintain the independence
of the Board, and separate its functions of governance and
management. As on March 31, 2025, the Board consist of 6
members, three of whom are executive and three are non¬
executive independent directors. The Board periodically
evaluates the need for change in its composition and size.

The policy of the Company on directors' appointment
and remuneration, including criteria for determining
qualifications, positive attributes, independence of a director
and other matters provided under Sub-section (3) of Section
178 of the Companies Act, 2013, adopted by the Board. We
affirm that the remuneration paid to the directors is as
per the terms laid out in the nomination and remuneration
policy of the Company. The policy is available on the website
of the Company at www.ramasteel.com

21. TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

a. Transfer of unclaimed dividend to IEPF

No amount was transferred from the Unclaimed
Divided Account, to the Investor Education and
Protection Fund (IEPF) established by the Central
Government during the Financial Year 2024-25.

b. Transfer of shares to IEPF

In accordance with Section 124 of the Companies Act,
2013 no equity shares, has been transferred by the
Company to the Investor Education and Protection
Fund Authority (IEPF) during the Financial Year 2024¬
25.

22. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

A formal familiarization programme was conducted
about the amendments in the Companies Act, 2013, Rules

prescribed thereunder, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and all other
applicable laws of the Company including BRSR, Best
Practices in Industry, Disclosures, Stakeholder Engagement
and Materiality, Risks and Opportunities etc. with the Board
of Directors

The Company familiarizes its Independent Directors with
their roles, rights, responsibilities in the Company, nature of
the Industry in which the Company operates, etc., through
various programmes. These include orientation programme
upon induction of new Director, as well as other initiatives to
update the Directors on an ongoing basis.

23. FORFEITURE OF WARRANTS

The Company confirms that no warrants were forfeited
during the financial year ended March 31, 2025.

24. CHANGES IN SHARE CAPITAL

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

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

25. PROMOTER'S SHAREHOLDING

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

26. AUDITORS AND AUDITORS' REPORT

A. Statutory Auditors

The Members of the Company at their Annual General
Meeting held on September 28, 2023, had approved the
appointment of M/s Rawat & Associates, Chartered
Accountants (Firm Registration No. 134109W), as the
statutory auditors of the Company for a period of five
years commencing from the conclusion of the 49th
AGM held on September 28, 2023 until the conclusion

of 54th AGM of the Company to be held in the year 2028.

The Auditor's Report to the shareholders on the
standalone and consolidated financial statement for
the year ended March 31, 2025, does not contain any
qualification, observation or adverse comment.

Further, there was no instance of fraud during the year
under review, which required the Statutory Auditors
to report to the Audit Committee and /or Board under
Section 143(12) of the Act and Rules framed thereunder.

B. Cost Auditors

The Board had appointed M/s. Subodh Kumar & Co.,
Cost Accountants, as Cost Auditors for conducting the
audit of cost records of the Company for the FY 2024¬
25.

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

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

C. Secretarial Auditors

Pursuant to the provision of Section 204 of the Act,
read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 the Board of Directors had appointed M/s Arun
Kumar Gupta & Associates (CP No. 5086), Company
Secretaries, to conduct Secretarial Audit for the
financial year ended March 31, 2025. The Secretarial
Audit Report for the financial year ended March 31, 2025
is annexed herewith marked as Annexure - IV to this
Report. The Secretarial Audit Report does not contain
any qualification, reservation or adverse remark.

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

Pursuant to Regulation 24(A) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, as amended, the Company has obtained annual
Secretarial Compliance Report from M/s Arun
Kumar Gupta & Associates (CP No. 5086), Company
Secretaries, and the same has been submitted to the
stock exchange within the prescribed time limits.

D. Internal Auditor

In accordance with Section 138 of the Companies Act,
2013 read with rules thereunder Mr. Ranjeet Singh was
appointed as Internal Auditor of the Company for FY
2024-25 to conduct the internal audit of the functions and
activities of the Company. The Company has re-appointed
Mr. Ranjeet Singh as an Internal Auditor of the Company
to conduct the internal audit for the FY 2025-26. During
the year under review no observation, qualification or
adverse mark was reported by the Auditor.

27. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of SEBI LODR
Regulations, the Management Discussion and Analysis
forms an integral part of this Report and gives details of the
overall industry structure, developments, performance and
state of affairs of the Company' business.

28. STATEMENT OF DEVIATION(S) OR VARIATION(S)

In accordance with Regulation 32 of SEBI LODR Regulation,
the Company has fully utilized the fund which is raised
during the Financial Year by the Company for its working
capital and general corporate purposes. There is no deviation
or variation of fund during the year under review.

29. BOARD'S COMMITTEES

The Committees' composition, charters and meetings held
during the year and attendance there are given in the Report
on Corporate Governance forming part of this Annual Report.

30. INTERNAL FINANCIAL CONTROL AND RISK MANAGEMENT

The Board has adopted the policies and procedures for
ensuring the orderly and efficient conduct of its business,
including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable
financial disclosures.

The Risk Management Committees' composition, charters
and meetings held during the year and attendance there are
given in the Report on Corporate Governance forming part of
this Annual Report.

31. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company is committed to highest standards of ethical,
moral and legal business conduct. Accordingly, the Board
of Directors has formulated a Whistle Blower Policy in
compliance with the provisions of Section 177(9) & (10) of the
Companies Act, 2013 and Regulation 22 of the SEBI LODR
Regulations. The policy provides for a framework and process
whereby concerns can be raised by its Employees/Directors
or any other person against any kind of discrimination,
harassment, victimization or any other unfair practice being
adopted against them through an e-mail, or a letter for this
purpose to the Vigilance Officer /Chairman of the Audit
Committee.

The Policy on vigil mechanism and whistle blower policy
may be accessed on the Company's website at:

https://ramasteel.com/assets/pdf/Whistle%20Blower%20

and%20Vigil%20Mechanism%20Policy%20for%20

Directors%20and%20Employees.pdf.

32. NUMBER OF MEETINGS OF THE BOARD

Seven meetings of the board were held during the year.
For details of the meetings of the board, please refer to
the corporate governance report, which forms part of this
report. The maximum interval between any two meetings did
not exceed 120 days.

33. LOANS, GUARANTEES AND INVESTMENTS

Details of the Loans, Guarantees and Investments covered
under Section 186 of the Companies Act, 2013, if any, are
given in the notes to the financial statements pertaining to
the year under review.

34. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

A) CONSERVATION OF ENERGY:

The Company has always been particular to
conservation of energy on continuous basis by closely
monitoring energy consuming equipment involving use
of energy generating diesel set and power purchased
from Electricity Board.

C) FOREIGN EXCHANGE EARNING AND OUTGO :

35. EXTRACT OF ANNUAL RETURN

In accordance with provisions of Section 134(3)(a) of the Companies Act, 2013, the annual return as required under Section 92 of
the Act for the financial year 2024-25, is available on the Company's website at https://ramasteel.com/annual-return.php.

36. COST RECORDS

In terms of Rule 8(5) of Companies (Accounts) Rules,2014,
the Company is required to maintain cost records as
specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013 read with
rule 3 of Companies (Cost Records and Audit) Rules, 2014
and accordingly such accounts and records are made and
maintained by the Company.

37. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING
FINANCIAL POSITION OF THE COMPANY FROM THE END OF
FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

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

1. Preferential Allotment of Equity Shares

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

2. Proposed Preferential Allotment of Equity Shares

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

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

The Company has zero tolerance for sexual harassment at
workplace and has adopted a Policy on Prevention, Prohibition
and Redressal of Sexual Harassment at workplace in line
with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
(POSH) and the rules made thereunder. The Policy aims to
provide protection to employees at workplace and prevent
and redress complaints of sexual harassment and for
matters connected or incidental thereto, with the objective
of providing a safe working environment, where employees
feel secure.

No complaint has been received for sexual harassment of
women at work place by the Company during the financial
year 2024-25.

39. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention
of Insider Trading with a view to regulate trading in
securities by the Directors and designated employees of
the Company. The Code requires pre-clearance for dealing
in the Company's shares and prohibits the purchase or sale
of Company shares by the Directors and the designated
employees while in possession of unpublished price
sensitive information in relation to the Company and during
the period when Trading Window is closed.

40. PARTICULARS OF EMPLOYEES RELATED DISCLOSURES

a. Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 are given below:

i. The ratio of the remuneration of each director to
the median remuneration of the employees of
the Company for the financial year:

ii. The percentage increase in remuneration of each
director, chief executive officer, chief financial
officer, company secretary in the financial year:

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

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

d. Average percentile increase already made in the
salaries of employees other than the managerial
personnel in the last financial year and its comparison
with the percentile increase in the managerial
remuneration and justification thereof and point out if
there are any exceptional circumstances for increase
in the managerial remuneration:

Average percentage increase already made in the
salaries of employees other than the managerial
personnel in the last financial year : 1%.

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

e. The Company affirms that the remuneration is as per
remuneration policy of the Company.

In terms of the provisions of Section 197(12) of the
Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, there is no such employee
drawing remuneration in excess of the limits set out in
the said rules and are required to be disclosed.

Further, particulars of employees pursuant to Rule
5(2) & 5(3) of the above rules form part of this report.
However, in terms of provisions of section 136 of the
said Act, the report and accounts are being sent to
all the members of the Company and others entitled
thereto, excluding the said particulars of employees.
Any member interested in obtaining such particulars
may write to the Company Secretary at investors@
ramasteel.com. The said information is available for
inspection at the Registered Office of the Company
during working days of the Company upto the date of
the ensuing AGM.

41. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives
and going beyond it, electronic copy of the Notice of 51st
Annual General Meeting of the Company including the
Annual Report for FY 2024-25 are being sent to all Members
whose e-mail addresses are registered with the Company/
Depository Participant(s).

42. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were no
transactions on these items during the year under review:

a) Voluntary revision of Financial Statements or Board's
Report;

b) Instance of fraud which required the statutory auditors
to report to the Audit Committee and/ or Board under
Section 143(12) of the Act and rules framed thereunder;

c) Issue of equity shares with differential rights as to
dividend, voting or otherwise;

d) No significant and material orders were passed by the
Regulators/ Courts/Tribunals which impact the going
concern status and Company's operations in future;

e) Managing Directors and Whole Time Director have
not received the Commission of the Company and
Neither the Managing Director nor the Whole-time
Directors of the Company received any remuneration
or commission from any of its subsidiaries Companies;

f) The Company has not made any one-time settlement
for loans taken from the Banks or Financial Institutions,
and hence the details of difference between amount of
the valuation done at the time of one-time settlement
and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons
thereof is not applicable.

g) The Company has complied with the provisions of
Maternity Benefit Act 1961

h) There was no instance of any Employee Stock Options,
Equity Share with differential voting rights as to
dividend, voting or otherwise.

43. APPRECIATION

The Directors acknowledge the contributions made by the
employees, customers, vendors of the Company and the
communities in which the Company operates towards the
success and growth of the company.

Your Directors also take this opportunity to express sincere
thanks to the Government Authorities, Financial Institutions
and the Bankers for their co-operation and assistance to the
Company.

The Directors would also like to acknowledge the continued
support of the Company's shareholders and investors in all
its endeavors.

For and on behalf of the Board
Sd/-

(Naresh Kumar Bansal)
Chairman & Managing Director
Place: New Delhi DIN: 00119213

Date: August 12, 2025