Rathi Steel & Power Ltd

Dear Shareholders,

Your Directors have pleasure in presenting the 53^rd Annual Report together with the Audited Statement of Accounts of Rathi Steel & Power Limited for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

2. OPERATIONAL REVIEW:

During the year under review, the Company has achieved total revenue of Rs. 49,628.32 Lacs as against previous year of Rs.

72,7546.98 Lacs. Company has achieved EBIDTA of Rs. 2,424.91 Lacs as against previous year of Rs. 3,268.17 Lacs.

Company expects to do better if there is an improvement in overall industrial scenario.

3. SHARE CAPITAL AND PREFERENTIAL ISSUE

The Company in the financial year 2023-24 increased and alter the capital structure of the Company. After increase and alteration, the Capital Structure of the Company is is Rs. 1,31,64,81,470/- (Rupees One Hundred Thirty-One Crores Sixty- Four Lakhs Eighty-One Thousand Four Hundred and Seventy only) divided into 8,64,51,399 (Eight Crores Sixty-Four Lakhs Fifty-One Thousand Three Hundred and Ninety-Nine only) Equity Shares of Rs. 10/- (Rupees Ten only) each aggregating to Rs. 86,45,13,990 (Rupees Eighty-Six Crores Forty-Five Lakhs Thirteen Thousand Nine Hundred and Ninety only) and 4,51,96,748 (Four Crores Fifty-One Fakhs Ninety- Six Thousand Seven Hundred and Forty- Eight only) Preference Shares of Rs. 10/- (Rupees Ten only) each aggregating to Rs. 45,19,67,480/- (Rupees Forty-Five Crores Nineteen Lakhs Sixty- Seven Thousand Four Hundred and Eighty only).

During the year under review, the Company has approved the issue and allotment of 3,55,70,522 (Three Crores Fifty-Five Fakh Seventy Thousand Five Hundred and Twenty-Two Only) equity shares of the Company of face value of Rs. 10/- each at a price of ? 32.25 (Rupees Thirty-Two and Paisa Twenty-Five Only) each, to certain entities/persons, who are not forming part of the Promoter/Promoter Group of the Company on preferential basis, subject to receipt of necessary approvals, including that of shareholders, as per the EOGM Notice dated February 06, 2024. Subsequently, the approval of the members by way of a Special Resolution was obtained at an Extra-Ordinary General Meeting of the Company held on 10^th February 2024 and upon receipt of in-principal approval of the Stock Exchanges, for issue of equity shares on Preferential Basis, the Share Allotment Committee of the Board, in its meeting held on February 22, 2024, has allotted 3,55,70,522 (Three Crores Fifty-Five Lakh Seventy Thousand Five Hundred and Twenty-Two Only) equity shares of the Company of face value of Rs. 10/- each at issue price of? 32.25 (Rupees Thirty-Two and Paisa Twenty-Five Only) each on preferential basis.

C. Variation of rights / extension of tenure of redeemable preference shares ‘RPS' and issuance of Optionally Convertible Redeemable Preference shares 'OCRPS'

a. The redemption period of 88,94,000 (Eighty-Eight Lakhs Ninty-Four Thousand) RPS Type 1 be and hereby extended from March 31, 2024 to March 31, 2034. These preference shares are not cumulative and carry coupon rate of 1%. These shares are redeemable at a redemption premium of Rs. 20/- each.

b. 2,37,36,000 (Two Crore Thirty-Seven Lakhs Thirty-Six Thousand) RPS Type 1 of the Face Value of Rs 10/- each, along with the redemption premium of Rs 10/- each, is converted into 2,37,36,000 (Two Crore Thirty-Seven Fakhs Thirty-Six Thousand) 1% Optionally Convertible Redeemable Preference Shares (“OCRPS”) at face value of Rs. 10/- each along with the redemption premium of Rs 10/- each, which was subsequently converted into 86,31,271 Equity Shares of the Face Value of Rs 10/- each at a Conversion Price of Rs.55/- (Rupees Fifty-Five Only) each (including a Premium of Rs 45/-each). The above equity shares shall rank pari-pasu with existing shares

c. 1,25,66,748 (One Crore Twenty-Five Lakhs Sixty-Six Thousands Seven Hundred and Forty Eight) 1% Redeemable Preference Shares (“RPS Type 2”) of a face value of Rs. 10/- each, issued at a Premium of Rs 15/-,

along with the redemption premium of Rs 25/- each, allotted on March 31, 2015, is converted into 1,25,66,748 (One Crore Twenty Five Lakhs Sixty-Six Thousands Seven Hundred and Forty Eight) 1% Optionally Convertible Redeemable Preference Shares (“OCRPS”) at face value of Rs. 10/- issued at a premium of Rs 15/-, along with the adjusted redemption premium of Rs 22.50 each. Out of the above, OCRPS holders, holding 1,10,61,483 1% OCRPS have exercise the option and converted OCRPS into 95,53,099 Equity shares of the Face Value of Rs 10/- each at a Conversion Price of Rs.55/- (Rupees Fifty-Five Only) each (including a Premium of Rs 45/-each). The above equity shares shall rank pari-pasu with existing shares

Paid up Share capital of the company as on March 31, 2023 is divided into 8,50,63,003 Equity shares of Rs. 10/- each aggregating to Rs. 85,06,30,030/-, 88,94,000 1% Redeemable preference shares of Rs. 10/- each aggregating to Rs. 8,89,40,000/- and 15,05,265 1% OCRPS of Rs. 10/- each aggregating to Rs. 1,50,52,650/-

During the year company issued and allotted 5,37,54,892 equity shares of face value of Rs. 10/- each (1,81,84,370 equity shares issued on preferential basis to non-promoters and 3,55,70,522 equity shares allotted by the way of conversion of OCRPS into equity shares at the option of OCRPS Holders) of face value of Rs. 10/- each, which got listing approval from Bombay Stock Exchange on dated 02-04-2024 vide their letter reference number LOD/PREF/TT/FIP/10/2024-25 dated 0204-2024

4. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT AND CONVERSION OF OCRPS INTO EQUITY SHARES AS SPECIFIED UNDER 32 (7A) OF THE LISTING REGULATION

During the year under review, the funds raised through preferential allotment of equity shares upon variation of terms of existing redeemable preference shares and preferential allotment of equity shares to non-promoters have been utilized as per the objects / purpose of the preferential allotment as stated in the Explanatory statement of the Notice of EOGM dated 10^th February 2024 of the Company and there was no deviation in the utilization of proceeds. The details of amount raised and utilization of proceeds are as under:

* The unutilized amount has been kept in a separate Bank Account.

5. DIVIDEND

Company is ploughing back its profit for smooth operations of the Company, so no dividend has been recommended.

6. ISO CERTIFICATION

The Company holds ISO 9001:2015 for Quality Management System, ISO 14001:2015 for Environment Sustainability, certifications for its plant situated at Ghaziabad.

7. INSURANCE

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

8. ECONOMIC SCENARIO AND OUTLOOK

Strong economic growth in the first quarter of FY23 helped India overcome the UK to become the fifth-largest economy after it recovered from the COVID-19 pandemic shock. India's gross domestic product (GDP) at current prices in the second quarter (Q2) of 2023-24 was estimated to be Rs. 71.66 trillion (US$ 861.2 billion), as against Rs. 65.67 trillion (US$ 789.2 billion) in Q2 of 2022-23, showing a growth rate of 9.1%. Strong domestic demand for consumption and investment, along with Government's continued emphasis on capital expenditure are seen as among the key driver of the GDP in the first half of FY24. In 2023-24 (April-December), India's service exports stood at US$ 247.92 billion. Furthermore, India's overall exports (services and merchandise) in 2023-24 (April-December) were estimated at US$ 565.04 billion. Rising employment and substantially increasing private consumption, supported by rising consumer sentiment, will support GDP growth in the coming months.

Future capital spending of the government in the economy is expected to be supported by factors such as tax buoyancy, the streamlined tax system with low rates, a thorough assessment and rationalisation of the tariff structure, and the digitization of tax filing. In the medium run, increased capital spending on infrastructure and asset-building projects is set to increase growth

multipliers. The contract-based services sector has largely demonstrated promise to boost growth by unleashing the pent-up demand. The sector's success is being captured by a number of HFIs (High-Frequency Indicators) that are performing well, indicating the beginnings of a comeback.

Clearly, despite three years of global macroeconomic headwinds ? including a pandemic that severely impaired businesses and conflicts in Europe and West Asia - India is looking at robust gross domestic product (GDP) growth. Global companies are hopeful about the future, too, though - unlike their visibly upbeat India counterparts - they are still somewhat cautious in their predictions for the year. As per an industry survey, 86% of India CEOs said they believed the economy would improve in their own territory - as against 44% of global CEOs who believed this about their respective territories.

> In FY24 (until November 2023), the production of crude steel and finished steel stood at 94.01 MT and 88.81 MT respectively.

> In 2022, India produced about 124.5 MT of crude steel, while finished steel production stood at 117.6 MT. This increased to 125.32 MT and 121.29 MT, respectively in FY23. In November 2023 alone, crude steel production m India stood at 11.76 MT while finished steel production stood at 11.02 MT.

> Steel Authority of India Limited (SAIL) achieved the best-ever annual production during the financial year 2022-23. The company recorded 18.289 million tonnes (MT) of crude steel production with a growth of 5.3% over the previous best

> In FY22, SAIL's crude steel production stood at 17.36 MT and saleable steel production was 16.9 MT. Moreover, the Company's capacity increased to 142.29 million tonnes (MT) in FY20, and the figure is anticipated to rise to 300 MT by 2030-31.

During the year the Company initiated work on modernization and cost optimization projects other than normal capital expenditure, to maintain and enhance the plant.

The modernization project has since then been completed and yielding positive result and gives us confidence to manufacture high margin earning grades and also expand our customer base.

Rathi steel and Power Limited is well-positioned to leverage the positive growth opportunities in the steel industry. With its established reputation for exceptional product quality and customer-centric approach, the company is well-equipped for the near to medium-term future. Rathi steel's expanding product line, which includes stainless steel reinforcement bars, S.S. wires, Pickled and/ or annealed Bars and Rods (These projects are in still in planning stage) demonstrates the company's commitment to addressing the diversified needs of its customers. By collaborating with recognized downstream stainless steel manufacturers such as Bansal, KEI, Supron and a large number of recognize dealers / distributors among others, the company ensures access to well-established brands which are leaders in their segments.

The company plans to expand its portfolio with Bright Bars/Wires and a range of Stainless Steel products to gain a competitive advantage in the market.

In terms of industry trends, the steel industry is predicted to have continued increase in demand from a variety of sources, including infrastructure, automotive, and affordable housing. Rathi Steel & Power is poised to gain from these developments, given its ability to meet rising steel demand. Furthermore, the government's focus on infrastructure development, Smart Cities initiatives, and the new Vehicle Scrappage policy will provide additional impetus to the steel industry, creating favourable conditions for growth.

The Company's optimistic outlook is enhanced by its focus on boosting operational efficiency through continuous process improvement, such as technological development and modernization of loading and unloading, quality control operations, customer service, and consistency in quality, which results in optimal production levels.

Overall, the company is well-positioned to seize market opportunities, drive development, and deliver sustainable value to its stakeholders.

In the FY 2023-24, post restructuring / One time settlement of secured debts, Company has met its obligations and has become a Debt Free Company as on 31^st March 2024.

Apart from the information provided/disclosures made elsewhere in the Directors' Report including Annexures thereof, there are no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year of the Company i.e. 31st March, 2024 to which this financial statement relates and till date of this Report.

Full particulars of the loans given, guarantees extended or securities provided and the investments made by the Company, if any, in various bodies corporate in terms of the provisions of Section 186 of the Companies Act, 2013 and the rules framed thereunder have been adequately described in the notes to Financial Statements. The same are in consonance the provisions of the aforesaid section.

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

Risk management policy of the Company promotes a proactive approach in reporting, evaluating and mitigating risks associated with the business. Mechanisms for identification and prioritization of risks include business risk environment scanning and focused discussions in the Risk Management Group (at Senior Management Level).

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. The Company has a well- defined delegation of power with authority limits for approving revenue as well as expenditure, both capital and revenue. The Company uses an established ERP system to record day to day transactions for accounting and financial reporting.

The Company's internal audit function monitors and assesses the adequacy and effectiveness of the Internal Financial Controls. The Audit Committee deliberated with the members of the management, considered the systems as laid down and met the internal auditors and statutory auditors to ascertain, inter alia, their views on the internal financial control systems. The Audit Committee satisfied itself of the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed. Details of internal control system are given in the Management Discussion and Analysis Report, which forms part of the Report.

Company has appointed M/s Y.P. Arya & Company, Chartered Accountants having FRN 008298N as internal auditor of the Company for the financial year 2023-24.

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

M/s M. Lai and Company, the statutory auditors of the Company have audited the financial statements included in this annual report and have issued a report on the Company's Internal Control over financial reporting (as defined in section 143 of the Companies Act, 2013

The Company has adopted a Whistleblower Policy and Vigil Mechanism to provide a formal mechanism to the Directors, employees and its stakeholders to report their concerns about unethical behavior, actual or suspected fraud or violation of the

Company's Code of Conduct or Ethics Policy. Protected disclosures can be made by a whistleblower through several channels. The policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. However, there were no material related party transactions in pursuance of regulation 23 of SEBI (LODR) regulations, 2015.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company except as mentioned in the notes to accounts attached to the Annual Report.

There was two new appointment during the Financial year 2023-24. Ms. Sonika Sharma (DIN 10192265) and Ms. Surbhi Pareek(DIN 10231959) joined the Board as Non-Executive Independent Directors w.e.f. 10.07.2023.

Moreover, Mr. Abhishek Verma whose term of 5 years expires as Independent Director has been re-designated as Nonindependent Director of the Audit Committee of the Company on 16-05-2023.

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation in terms of Section 149(13) the Act. In accordance with Section 149(7) of the Act, each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and the Listing Regulations. Details of Familiarisation programme for Independent Director is provided separately in the Corporate Governance Report.

Mr. P. N. Vershney (Managing Director), Mr Rakesh Kumar (CFO) and Mrs. Shobhita Singh (Company Secretary) are the other KMP as per the definition under Section 2(51) and Section 203 of the Act.

Pursuant to the provisions of the Act and the corporate governance requirements prescribed under the Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, and that of its Committees and Individual Directors.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the directors. The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long term strategic planning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members. The criteria for performance evaluation of the committees included aspects such as composition of committees, effectiveness of committee meetings, etc.

The Board and the NRC reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the feedback received from the Directors on the performance of the Board, its Committees and Individual directors were also discussed.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultants), including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the FY 2023-24.

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

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

(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 and of the profit of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Pursuant to Regulation 34 of SEBI (LODR) Regulation, 2015, the Management Discussion and Analysis and the Corporate Governance Report are presented in a separate section forming part of the Annual Report.

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

M/s M. Lai & Company, Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of 5 years to hold office i.e., till the conclusion of Annual General Meeting to be held in year 2027. As required by the provisions of the Companies Act, 2013 their appointment should be ratified by members each year at the AGM. Accordingly, requisite forms part of the notice convening the AGM.

Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this Report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

In view of the provisions of Section 148 and all other applicable provisions of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s R. M. Bansal & Co., Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your Company for the FY 2024-25. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM. The Company is properly maintaining the records for the purpose of Cost Audit as per the provisions of the Companies Act, 2013.

In terms of Section 204 of the Act and Rules made there under, M/s. Sameer Bhatnagar & Company, Practicing Company Secretaries have been appointed as Secretanal Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure-2 to this Report. The report is self-explanatory and do not call for any further comments.

There was no change in the Internal Auditor of the Company during the Financial Year ending March 31, 2024. Internal Auditors has performed their duties and their report is reviewed by the audit committee from time to time. Company has appointed M/s Y.P. Arya and Company, Chartered Accountants (FRN 008298 N) as Internal Auditors for the Financial Year 2024-25.

During the year, 13 (Thirteen) Board meetings were held and the details of which are provided in the Corporate Governance Report.

The Audit Committee comprises 3 (three) Members out of which two are Independent Directors. During the year, 6 (Six) Audit Committee meetings were held and the details of which are provided in the Corporate Governance Report.

The Securities and Exchange Board of India (SEBI) has, by its notification dated 2nd September, 2015, issued the (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an aim to consolidate and streamline the provisions of the Listing Regulations for different segments of capital markets to ensure better enforceability. The Regulations became effective from 1st December, 2015 and have replaced the Listing Agreements. Accordingly, all listed entities were required to enter into the Listing Agreement within 6 (six) months from the effective date. The Company has entered into Listing Agreement with BSE Limited. Pursuant to the Listing Regulations, the following policies were approved and adopted by the Board:

(l) Policy on determination of Materiality for disclosures of events or information.

(ii) Policy for preservation of documents, to classify documents in two categories, viz. documents which need to be preserved permanently and documents which need to be preserved for not less than 8 years after completion of the relevant transactions.

(iii) Archival Policy, to determine the period, for which information is required to be disclosed on the Company's website. Policy on Materiality and Archival Policy are also available on the website of the Company under ‘Investor Relations' section.

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

The company has One Executive Director and no sitting fees have been paid to any director during the year. Details enclosed as Annexure-4 to this Report

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS A detailed note on ongoing litigations/court orders has been provided in the notes to account.

Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT 9 is enclosed as Annexure -3 to this Report.

The Company has implemented the “Green Initiative” to enable electronic delivery of notice/documents/annual reports to shareholders. The Annual Report for the FY 2023-24 and Notice of the 53^rd Annual General Meeting are being sent to all members electronically, whose e-mail addresses are registered with the Company/Depository Participant(s).

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions set forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice of this 53^rd AGM. Further, Company has also added E-vehicles in its fleet and started procuring Green Power through Open access as per its green initiative.

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

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

27. CAUTIONARY STATEMENT

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

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

For and on behalf of the Board of Directors