Directors Report of Rama Steel Tubes Ltd.

Mar 31, 2025

Your Board of Directors are pleased to present the 51st Annual Report of the Rama Steel Tubes Limited (the "Company” or "RAMA¹â€™). The
summary of Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2025, are given below::

1. FINANCIAL RESULTS

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	84,002.62	79,407.07	104,805.22	104,650.95
Other Income	2,035.23	966.57	1,677.24	432.00
Total Revenue	86,037.85	80,373.64	106,482.46	1,05,082.95
EBIDTA	3,075.08	4654.44	4638.69	6368.38
Finance Costs	696.73	1,230.54	1,166.96	2,124.59
Depreciation and Amortisation Expenses	466.32	437.76	585.93	564.43
Share of profits from Associates and JVs	-	-	59.39	73.55
Net Profit before Tax	1,912.03	2,986.13	2,885.80	3,752.90
Tax Expenses	511.90	716.03	611.40	753.27
Net Profit after Tax	1,400.13	2,270.10	2,274.40	2,999.63
Other Comprehensive Income	17.79	16.46	113.51	(332.89)
Total Comprehensive Income	1,417.92	2,286.56	2387.89	2,666.74
Earning per equity share (Face Value of ''1 each)
Basic	0.09	0.43	0.15	0.50
Diluted	0.09	0.42	0.15	0.49

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:

Long Term Rating	[ICRA]BBB- (Stable); downgraded from [ICRA] BBB (Stable)
Short Term Rating	[ICRA]A3; downgraded from [ICRA]A3
Name of Credit Rating Agency	ICRA Limited

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.

S.No.		Particular	Brief
	I.	The steps taken or impact on conservation of energy	The Company has adopted measures as use of solar power and it has now proved to be very beneficial, not only for the environment but also financially. The technology has been improved considerably, turning into a very efficient source of clean energy, Reduce energy loss, Reduce electricity bills by decreasing the Energy Rate, Low maintenance cost and Minimum breakdowns.
	II.	The steps taken by the Company for utilising alternate sources of energy	The company is switching from Furnace Oil to PNG because it emits significantly fewer greenhouse gases compare to furnace oil, now we relies on this eco-friendly fuel, reinforcing its commitment to sustainable and responsible growth.
	III.	The capital investment on energy conservation equipment	The company enhanced the energy efficiency by installing the inverters of Rs. 3.50 lacs
B)	TECHNOLOGY ABSORPTION:
S.No.		Particular	Brief
	I.	The efforts made towards technology absorption	The Company is continuously on the lookout for the latest and cutting- edge technologies to improve its operational performance.
	II.	The benefits derived like product improvement, cost reduction, product development or import substitution	The efforts made towards technology absorption resulted in benefits like product improvement lines to improve manpower productivity.
	III.	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) a) the details of technology imported b) the year of import c) whether the technology been fully absorbed d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	Nil
	IV.	The expenditure incurred on Research and Development	Nil

C) FOREIGN EXCHANGE EARNING AND OUTGO :

		2025	2024
a)	Total Foreign Exchange Earning	444.52	109.90
b)	Total Foreign Exchange Outgo	0.00	0.00

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:

Non-executive directors	Ratio to median remuneration
Mr. Bharat Bhushan Sahny	N.A.
Mr. Jai Prakash Gupta	N.A.
Ms. Anju Gupta	N.A.

Executive directors	Ratio to median remuneration
Mr. Naresh Kumar Bansal	28
Mr. Richi Bansal	28
Mr. Vinod Pal Singh Rawat	1

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

Directors, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Mr. Bharat Bhushan Sahny, Independent Director	N.A.

Directors, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Mr. Jai Prakash Gupta, Independent Director	N.A.
Ms. Anju Gupta, Independent Director	N.A.
Mr. Naresh Kumar Bansal, Managing Director	(6.94)
Mr. Richi Bansal, Whole Time Director and Chief Executive Officer	(3.79)
Mr. Vinod Pal Singh Rawat, Executive Director	0
Mr. Rajeev Kumar Agarwal, Chief Financial Officer	0
Mr. Arpit Suri, Company Secretary	69.42

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

---

Mar 31, 2024

Your Board of Directors are pleased to present the 50th Annual Report of the Rama Steel Tubes Limited (the "Company” or "RAMA¹â€™). the summary of Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2024 are given below:

1. FINANCIAL RESULTS

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	79,407.07	1,00,986.57	104,650.95	1,33,675.42
other Income	966.57	400.70	432.00	681.79
Total Revenue	80,373.64	1,01,387.26	1,05,082.95	1,34,357.21
EBIDTA	4654.44	3,686.69	6368.38	5823.74
Finance Costs	1,230.54	1,129.56	2,124.59	2,020.95
Depreciation and Amortisation Expenses	437.76	308.47	564.43	472.92
Share of profits from Associates and JVs	-	-	73.55	166.36
Net Profit before Tax	2,986.13	2,248.66	3,752.90	3,496.23
Tax Expenses	716.03	603.22	753.27	752.57
Net Profit after Tax	2,270.10	1,645.44	2,999.63	2,743.66
other Comprehensive Income	16.46	7.42	(332.89)	147.84
Total Comprehensive Income	2,286.56	1,652.86	2,666.74	2,891.50
Earning per equity share (Face Value of ''1 each)
Basic	0.43	0.71	0.50	1.22
Diluted	0.42	0.68	0.49	1.16

2. COMPANY''S PERFORMANCE

The business performance of the company during the financial year 2023-24 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 the FY 2023-24, your company achieved Standalone Revenue from operations of ''79,407.07 Lakhs compared to ''1,00,986.57 Lakhs in FY 2022-23, which is approx. 27.18% down in comparison to the last year.

Standalone profit before tax (PBT) in FY 2023-24 was ''2,986.13 Lakhs compared to ''2,248.66 Lakhs in last FY 2022-23.

Standalone profit after tax (PAT) in FY 2023-24 was ''2,270.10 Lakhs compared to ''1,645.44 Lakhs in last FY 2022-23.

Consolidated

During the FY 2023-24, your company achieved Consolidated

Revenue from operations of ''104,650.95 Lakhs compared to ''1,33,675.42 Lakhs in FY 2022-23, which is approx. 27.73% down in comparison to the last year.

Consolidated profit before tax (PBT) in FY 2023-24 was ''3,752.90 Lakhs compared to ''3,496.23/- Lakhs in last FY 2022-23.

Consolidated profit after tax (PAT) in FY 2023-24 was ''2,999.63 Lakhs compared to ''2,743.66 Lakhs in last FY 2022-23.

. 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 2023-24.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year 2023-24 under review, there was no change in the nature of business of the company.

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 for the financial year ended March 31, 2024, 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 two Direct subsidiaries named as Lepakshi Tubes Private Limited (Indian Wholly Owned Subsidiary) and RST International Trading FZE (U.A.E) (Foreign Wholly Owned Subsidiary), one Indirect subsidiary i.e. RST Industries Limited (Nigeria) (Step-down Subsidiary) and one JV i.e. Pir Panchal Construction Pvt. Ltd. Joint Venture (AOP), one partnership firm i.e. Ashoka Infrasteel partnership Firm Pursuant to Section 129 of the Companies Act, 2013 a statement in prescribed Form AOC-1, relating to subsidiaries and joint venture for the year ended on March 31, 2024 has been attached with the consolidated financial statements of the Company for the financial year ended March 31, 2024. In accordance with provisions of Section 136 of the Companies Act, 2013 the standalone and consolidated financial statements of the company, along with relevant document 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.

Moreover, during the period under review company has diluted its stake from Hagar Mega Mart Private Limited which was reduced from 50% and stands 17.60% at the end of financial year March 31, 2024. In result above mentioned

transaction the Hager Mega Mart Private Limited ceased to be an Associate Company of the Company.

Further Moreover, after closing of the financial year as on May 31, 2024 the Company has further diluted total remaining stake i.e. 17.60% from Hager Mega Mart Private Limited.

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

Lepakshi Tubes Private Limited is a Indian wholly owned subsidiary of Rama Steel Tubes Limited. However, during the period there was no material subsidiary of the Company.

During the year, The Board has decided to rescind the proposal for Scheme of Arrangement as proposed for amalgamation of M/s Lepakshi Tubes Private Limited with M/s Rama Steel Tubes Limited, which was considered and approved on February 14, 2022. The proposal was discussed in detail by the Board and it has been discussed that Post Covid pandemic, the market conditions have undergone drastically changes and due to these volatile market conditions and changes in the steel industry in this time period globally i.e. from application to current date the Applicant Companies are forced to reconsider the decision of merger. On reevaluating their market positioning within the steel industry the management of both applicant companies has come to the conclusion that the two companies will now be at better competitive advantage working as two separate entities rather than amalgamating into one entity in the better interest of all stakeholders at large. Moreover, due to Transferor Company operating in south India, it may have established relationships with local stakeholders including suppliers, customers and regulatory bodies. A merger that does not align with these existing relationships or involves unfamiliar regional dynamics in changed market dynamics is deemed less desirable by the management of Applicant companies.

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 continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility, accountability and sustainability and is committed to adopting and adhering to best Corporate Governance practices.

the Board considers itself as a trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. the Company has set itself the objective of expanding its capacities. As a part of its growth strategy it is committed to high levels of ethics and integrity in all its business dealings that avoid conflicts of interest. In order to conduct business with these principles, the Company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

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 as on January 11, 2024 from ICRA, and the details of the credit rating are as follows:

long term Rating	[ICRA]BBB(Stable); rating upgraded from [ICRA]BBB- (Stable)
Short term Rating	[ICRA]A3 ;
	rating upgraded from
	[ICRA]A3
name of Credit Rating Agency	ICRA Limited

13. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any

contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Your Directors draw attention of the members to Note 47 to the Standalone Financial Statement which sets out related party disclosures. the particulars of contracts and arrangements entered into by the company with related parties referred to in Section 188 in Form AoC-2 is attached herewith as Annexure-II.

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%20 pARtY%20tRANSACtIoN%20poLICY.pdf

14. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In recent years, the importance of addressing climate change, promoting inclusive growth, and transitioning to a sustainable economy has gained significant global attention. Investors and stakeholders now expect companies to be responsible and sustainable in their practices, placing equal importance on reporting their performance on sustainability-related factors alongside financial and operational performance.

In accordance with Regulation 34(2)(f) of the SEBI LoDR Regulations, BRSR, covering disclosures on the Company''s performance on Environment, Social and Governance (ESG) parameters for FY24, is provided in a separate section and forms part of the Annual Report as Annexure-III.

BRSR includes reporting on the nine principles of the national Voluntary Guidelines on social, environmental and economic responsibilities of business. the same is also available on the Company''s website at: : https://ramasteel.com/brsr.php

15. CORPORATE SOCIAL RESPONSIBILITY

We at RAMA aim to create economic value and to actively contribute toward the development of a sustainable society by taking up projects for the common good through responsible business practices and good governance. In line with the requirement of Section 135 of the Companies Act 2013 the Company having a Corporate Social Responsibility Committee. the details of Committee and the terms of reference are provided in corporate governance report. the CSR policy of the Company is available on its website at the link: https://ramasteel.com/assets/pdf/Corporate%20 Social%20Responsibility%20(CSR)%20policy.pdf

During the year, the Company''s total CSR expenditure obligation was ''29.29 lakhs of this amount, the Company spent ''18.32 Lakhs and offset of ''11.33 Lakhs which was excess incurred in the previous year and forms part of the Annual Report as Annexure-IV.

''18.32 lakhs have been paid to Konfyans Charitable public Trust for purpose of Education & Care for under-privileged children and food distribution to widows.

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, 2024, 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, 2024 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. Vinod pal Singh Rawat (DIN: 09228722), 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, 2024, the Board is comprised the Mr. Naresh Kumar Bansal Managing Director, Mr. Richi Bansal, Whole time Director and Chief executive officer, Mr. Vinod pal Singh Rawat, executive Director, Mr. Bharat Bhushan Sahny, Independent Director, Mr. Jai prakash Gupta, Independent Director, and Ms. Anju Gupta, Independent Director of the Company.

During the year under review based on the recommendation of the Nomination and Remuneration Committee and to enhance the capabilities of the team, Mr. Rajeev Kohli has been re-designated as the Chief operating officer (Coo) of the Company in the Board of Directors meeting held on August 14, 2023 Consequently, Mr. Rajeev Kohli has voluntarily tendered his resignation from the position of Chief executive officer (CEo) of the Company w.e.f. August 14, 2023.

Furthermore, the Board of Directors has put forth a proposal to appoint Mr. Richi Bansal as the Whole time Director and Chief executive officer of the Company for duration of 5 years, commencing from october 1, 2023, the same is approved by the Shareholders of the Company in the last Annual General Meeting

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 (Usting obligations and Disclosure Requirements) Regulations, 2015.

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

Moreover, after closure of the financial year following changes occurred in the Independent Directors of the Company:

1. Mr. Bajrang Lal Mittal (DIN: 10637719) appointed as Additional Director (Nonexecutive, Independent) of the Company on the recommendations of the Nomination and Remuneration Committee, subject to approval of the shareholders, to be obtained within three months, hereof in the meeting of Board of Directors held on May 30, 2024.

2. Mr. Bharat Bhushan Sahny (Din: 00014334), NonExecutive - Independent Director of the Company has tendered his resignation with effect from close of business hours on May 30, 2024, citing personal reasons. Consequently, he shall also have ceased to be a Chairman of the Audit Committee and Member of the nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee of the Company.

3. Mr. Bajrang lal Mittal (DIN: 10637719), Additional Nonexecutive - Independent Director of the Company has tendered his resignation with effect from close of business hours on July 15, 2024, citing health challenges. Consequently, he shall also have ceased to be a Chairman of the Audit Committee and Member of the Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee of the Company.

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. The same was also discussed in the meetings of Nomination and Remuneration Committee and the Board. 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, 2024, the Board consist of 6 members, three of whom are executive and three are nonexecutive 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.

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 2023-24.

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 2023-24.

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, external Ratings and 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 has forfeited 16,55,760 number of warrants of face value of Rs. 1/- (after split from FV5 to FV1) each issued to ''The Great International tusker Fund”, belonging to Nonpromoter warrant holder. Warrants were allotted on June 10, 2022 with the approval of the Board and Members of the Company in compliance with applicable provisions of Chapter V of SEBI (ICDR), Regulations, 2018. The warrants should have

been converted into equity shares of the Company within the period of 18 months from the date of allotment of the warrants.

In view of the same, the due date for conversion of warrants was December 9, 2023 but due to non-receipt of balance 75% amount from "The Great International Tusker Fund” one of the warrants holders of the Company, even after giving several reminder via electronic mail and phone call, the Board of Directors of the Company approved the forfeiture of the application money paid amounting to 25% of the total amount payable i.e. Rs. 3,16,25,016/- for the allotment of the warrants to the Company in accordance to the regulation 169(3) of SEBI (ICDR), Regulations, 2018.

24. CHANGES IN SHARE CAPITAL

As at March 31, 2024 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 ''154,41,67,185/- (One Hundred Fifty Four Crore Forty One Lakhs Sixty Seven Thousand One Hundred Eighty Five only) consisting of 154,41,67,185/- (One Hundred Fifty Four Crore Forty One Lakhs Sixty Seven Thousand One Hundred Eighty Five) Equity shares of Face Value of ''1/- each.

The Changes made in Share Capital of the Company during the year under are as follows: AUTHORISED SHARE CAPITAL

Date of Events	Subject matter which effect the Authorised Share Capital of the Company
28.02.2024	The Company has increased its Authorised Share Capital from ''55,00,00,000/- (Rupees Fifty Five Crore Only) consisting of 55,00,00,000 (Fifty Five Crore only) Equity Shares of ''1/-(Rupees One ) each to ''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.

During the year under review, the company has amended the Memorandum of Association of the company as mentioned above vide approval of shareholders through postal ballots.

ISSUED & PAID-UP SHARE CAPITAL

Date of Events	Subject matter which effect the Issued and Paid-Up Share Capital of the Company
25/04/2023	The Company has allotted 14,58,000 Equity Shares comprised of 2,91,600 Equity Shares allotted pursuant to conversion of warrants and 11,66,400 Equity Shares allotted pursuant to Bonus reserved for the warrant holders on April 25, 2023
27/06/2023	The Company has allotted 73,25,000 Equity Shares comprised of 14,65,000 Equity Shares allotted pursuant to conversion of warrants and 58,60,000 Equity Shares allotted pursuant to Bonus reserved for the warrant holders on June 27, 2023

06/07/2023	the Company has allotted 1,87,50,000 equity Shares comprised of 37,50,000 equity Shares allotted pursuant to conversion of warrants and 1,50,00,000 equity Shares allotted pursuant to Bonus reserved for the warrant holders on July 06, 2023.
01/08/2023	the Company has allotted 25,25,000 equity Shares comprised of 5,05,000 equity Shares allotted pursuant to conversion of warrants and 20,20,000 equity Shares allotted pursuant to Bonus reserved for the warrant holders on August 01, 2023.
17/08/2023	the Company has allotted 1,04,71,200 equity Shares comprised of 20,94,240 equity Shares allotted pursuant to conversion of warrants and 83,76,9 6 0 equity Shares allotted pursuant to Bonus reserved for the warrant holders on August 17, 2023.
11/10/2023	the Company has allotted 36,00,000 equity Shares comprised of 7,20,000 equity Shares allotted pursuant to conversion of warrants and 28,80,000 equity Shares allotted pursuant to Bonus reserved for the warrant holders on october 11, 2023.
20/03/2024	Allotment of 101,99,04,050 equity Shares pursuant to Bonus Shares allotment.
22/03/2024	the Company has allotted 1,43,11,110 equity Shares comprised of 9,54,074 equity Shares allotted pursuant to conversion of warrants and 1,33,57,036 equity Shares allotted pursuant to Bonus reserved for the warrant holders on March 22, 2024 in the ratio of 4:1 and 2:1.

25. CHANGE IN PROMOTER''S SHAREHOLDING

During the year under review, the promoter''s shareholding stood at 56.70% as of March 31, 2024, due to several allotments that took place throughout the year.

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, 2024 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 2023-24.

the said Auditors have conducted the audit of Cost Statements and Cost records for the year ended March 31, 2024 and have submitted their report, which is selfexplanatory 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 appointed M/s. Subodh Kumar & Co., Cost Accountants, as Cost Auditors to conduct Cost Audit for FY 2024-25 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, 2024. the Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith marked as Annexure - V to this Report. the Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

the Board has also appointed M/s Arun Kumar Gupta & Associates (Cp No. 5086), Company Secretaries to conduct Secretarial Audit for FY 2024-25.

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.

However, the Secretarial Audit Report and the Secretarial Compliance Report contain some observations, which have been addressed by the Management in an annexure to the Secretarial Audit Report.

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

2023- 24 to conduct the internal audit of the functions and activities of the Company. The Company has reappointed Mr. Ranjeet Singh as an Internal Auditor of the Company to conduct the internal audit for the FY

2024- 25. 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

During the FY 2023-24, the Company have the following Committees:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

f) Finance Committee

g) Acquisition and Allotment Committee

h) ESG Committee

i) Fund Rising Committee

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.

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

ten 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:

a) 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 e.g. size of the equipment''s is optimum to save energy. the low-efficient Machinery and Equipment''s are identified and replaced.

b) Keeping in view the nature of the manufacturing process no additional investment is proposed and hence further consumption of energy is ruled out in the near future.

c) No specific studies regarding impact of the above measures of (a) and (b) have been carried out and the cost impact of energy cost and energy saving measures on cost of production of goods is not material, as it forms a very low percentage vis-a vis the cost of Company''s product.

d) Total energy consumption and energy consumption per unit of production is given as per Form-A.

B) TECHNOLOGY ABSORPTION, ADOPTION AND

INNOVATION:

I. RESEARCH AND DEVELOPMENT (R&D)

i. Specific area in which R & D carried out by the Company:

there is no specific area in which the Company has carried the R & D. However, the Company is continuously making efforts for improvements in its production process for better productivity and cost efficiency.

ii. Future plan of action

the Company is continuously monitoring the plant efficiency, thus reducing the shortage and the cost of production.

iii. Expenditure on R & D

the company did not incur any Expenditure on R & D.

II. TECHNOLOGICAL, ABSORPTION, ADAPTATION & INNOVATION :

i. Efforts made towards Technology Absorption :

For the goods manufactured by the Company there is a simple process of ERW manufacturing technique and the Company has already adopted the same and no innovations have been carried by the company, as there is no other available alternative that would ensure further cost efficiency.

ii. Particulars relating to imported technology :

the Company has not imported any technology and the plant is working with completely Indigenous technical know-how.

C) FOREIGN EXCHANGE EARNING AND OUTGO :

('' in Lakhs)

		Current year	Previous year
a)	total Foreign exchange earning	109.90	4939.69
b)	total Foreign exchange outgo	0.00	4545.46

FORM ‘A''

POWER AND FUEL CONSUMPTION

Particulars	Current Year	Previous Year
1. Electricity
(a) purchased unit	37,80,307	39,08,713
total amount (in '')	3,91,20,767	3,57,49,598
Rate/unit	10.35	9.15
(b) own generation
through Diesel Generator unit	1,27,102	97,164
unit per Litre of Diesel oil	4.87	4.82
total Amount (in '')	23,40,784	18,42,877
Cost/unit	18.42	18.97
2. Furnace Oil Quantity(litres)
unit in litres	3,32,000	1,67,310
total Amount (in '')	1,94,50,479	1,14,11,614
Average Rate ''/litre	58.59	68.21

CONSUMPTION PER UNIT OF PRODUCTION

NAME OF PRODUCT	UNIT	Electricity (Unit)		PNG Gas/Furance Oil (Units)/Litre
		CURRENT YEAR	PREVIOUS YEAR	CURRENT YEAR	PREVIOUS YEAR
Black Steel Uibes/pipes	per ton	56.34	57.37	-	-
Galvd. Steel tubes/pipes	per ton	57.39	55.98	16.34	12.50

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 2023-24, is available on the Company''s 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. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations. All orders received by the Company during the year are of routine in nature which has no significant / material impact.

38. 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. the Company has allotted 1,00,63,890 Equity Shares comprised of 6,70,926 Equity Shares allotted pursuant to conversion of warrants and 93,92,964 equity Shares allotted pursuant to Bonus reserved for the warrant holders on April 08, 2024.

2. the Company has approved Further public officering upto Rs. 500 Crore in the meeting of Board of Directors held on April 22, 2024 and the same was also approved by the Shareholders of Company in the extra-ordinary General Meeting held on June 01, 2024.

3. Mr. Bajrang Lal Mittal (DIN: 10637719) appointed as Additional Director (Non-executive, Independent) of the Company on the recommendations of the nomination and Remuneration Committee, subject to approval of the shareholders to be obtained within three months, hereof in the meeting of Board of Directors held on May 30, 2024.

4. Mr. Bharat Bhushan Sahny (Din: 00014334), non-executive - Independent Director of the Company has tendered his resignation with effect from close of business hours on May 30, 2024, citing personal reasons. Consequently, he shall also have ceased to be a Chairman of the Audit Committee and Member of the Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee of the Company.

5. the Board of Directors approved the Reconstitution of Committee due to appointment of Mr. Bajrang lal Mittal (DIN: 10637719) as Additional Director (Non-executive, Independent) and resignation of Mr. Bharat Bhushan Sahny (DIN: 00014334), Nonexecutive - Independent Director of the Company.

The Following Committees are reconstituted: Audit Committee:

Sl. No.	Name of Director	CATEGORY	DESIGNATION
1	Mr. Bajrang lal Mittal	non- executive Independent Director	Chairman
2	Mr. Jai prakash Gupta	non- executive Independent Director	Member
3	Ms. Anju Gupta	non- executive Independent Director	Member
4	Mr. naresh Kumar Bansal	Managing Director	Member

Nomination and Remuneration Committee:

Sl. No.	Name of Director	CATEGORY	DESIGNATION
1	Mr. Jai prakash Gupta	non- executive Independent Director	Chairman
2	Mr. Bajrang lal Mittal	non- executive Independent Director	Member
3	Ms. Anju Gupta	non- executive Independent Director	Member

Stakeholder''s Relationship Committee:

Sl. No.	Name of Director	CATEGORY	DESIGNATION
1	Mr. Jai prakash Gupta	non- executive Independent Director	Chairman
2	Mr. Bajrang lal Mittal	non- executive Independent Director	Member
3	Ms. Anju Gupta	non- executive Independent Director	Member
4	Mr. Richi Bansal	Whole time Director and Chief executive officer	Member

Corporate Social Responsibility Committee:

Sl. No.	Name of Director	CATEGORY	DESIGNATION
1	Ms. Anju Gupta	non- executive Independent Director	Chairman
2	Mr. Bajrang lal Mittal	non- executive Independent Director	Member
3	Mr. naresh Kumar Bansal	Managing Director	Member
4	Mr. Richi Bansal	Whole time Director and Chief executive officer	Member

6. Mr. Bajrang Lal Mittal (DIN: 10637719), Additional Non-Executive - Independent Director of the Company has tendered his resignation with effect from close of business hours on July 15, 2024, citing health challenges. Consequently, he shall also have ceased to be a Chairman of the Audit Committee and Member of the nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee of the Company.

39. 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 2023-24.

40. 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.

41. 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

Non-executive directors	Ratio to median remuneration
Mr. Bharat Bhushan Sahny	N.A.
Mr. Jai prakash Gupta	N.A.
Ms. Anju Gupta	N.A.

Executive directors
Mr. Naresh Kumar Bansal	40
Mr. Richi Bansal	37
Mr. Vinod pal Singh Rawat	4

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

Directors, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Mr. Bharat Bhushan Sahny, Independent Director	N.A.
Mr. Jai prakash Gupta, Independent Director	n.a.
Ms. Anju Gupta, Independent Director	n.a.
Mr. Naresh Kumar Bansal, Managing Director	48.97%

Directors, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Mr. Richi Bansal, Whole Time Director and Chief Executive officer	55.68%
Mr. Vinod pal Singh Rawat, executive Director	7.91%
Mr. Rajeev Kumar Agarwal, Chief Financial officer	3.29%
Mr. Arpit Suri, Company Secretary	3.63%

b. the percentage increase in median remuneration of employees in the financial year: 18.24%

c. The number of permanent employees on the rolls of Company : 157

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 7.29%.

Average percentage increase in the managerial remuneration 48.61%.

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 [e-mail]. 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.

42. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 50th Annual General Meeting of the Company including the Annual Report for FY 2023-24 are being sent to all Members whose e-mail addresses are registered with the Company/Depository participant(s).

43. COMPLIANCE UPDATE

Information regarding the status of the pending application with the relevant department and any fines imposed by the department.

1. Reserve Bank of India

a) the Company has Voluntary file compounding application under FEMA Regulations 1999 in view of the notice received from the RBI vide ref. no. Fed. Co.oID. No./S1875/19-68-259/2023-24 dated 10th August, 2023 regarding the below mentioned point:

1. Delay in repatriation of loan receivables beyond due date is contravention of Regulation 15(ii) of Notification No. FEMA 120/RB-2004 dated July 07, 2004 as amended from time to time.

2. Delay in repatriation of share application money beyond prescribed time is contravention of Reg. 3 of Notification No. FEMA 9 (R)/2015-RB dated December 29, 2015.

the Company has filed the compounding application with the RBI and the same is pending with the RBI.

2. Securities and Exchanges Board of India

the Company has filed the application for Condonation of Non-Compliance with provisions of Regulation 167(6) of SEBI ICDR Regulations, 2018 with respect to preferential allotment of convertible warrants allotted on 10.06.2022 and the same has been disposed of and the approval for the listing has been duly granted by the

stock exchanges.

3. The National Stock Exchange of India Limited (”NSE”) and BSE Limited (“BSE”)

the national Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") imposed a fine on the Company due to delay in completion of Bonus Issue as per Regulation 295 (1) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, The Company has paid the requisite fine, such delay was arise due to frequent non-working/ trading days in the stock exchange and non-availability of listing approval in due course of time.

4. GENERAL

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) Managing Directors and Whole Time Director have received the Commission of the Company within a regulatory limits of the Company Act, 2013 and Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries Companies;

e) 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.

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

45. 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 14, 2024

---

Mar 31, 2023

REPORT OF BOARD OF DIRECTORS

Dear Members,

Your Board of Directors are pleased to present the 49th Report of the Board of Directors of Rama Steel Tubes Limited (the "Company”
or "RAMA”). The Company has grown rapidly this year. The summary of Audited Standalone and Consolidated Financial Statements for
the Financial Year ended March 31, 2023 as given below are the witness of your company''s remarkable growth and performance.

1. FINANCIAL RESULTS

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	100986.57	51731.75	133675.42	76816.78
Other Income	399.11	428.56	680.21	920.53
Total Revenue	101385.68	52160.31	134355.63	77737.31
EBIDTA	3686.69	2618.87	5823.74	5175.88
Finance Costs	1129.56	787.31	2020.95	1,089.18
Depreciation and Amortisation Expenses	308.47	314.10	472.92	427.43
Share of profits from Associates and JVs	-	(64.68)	166.36	(64.68)
Net Profit before Tax	2248.66	1452.78	3496.23	3594.60
Tax Expenses	603.22	400.95	752.57	863.08
Net Profit after Tax	1645.44	1051.83	2743.66	2731.52
Other Comprehensive Income	7.42	(2.41)	147.84	23.76
Total Comprehensive Income	1652.86	1049.43	2891.50	2755.28
Earning per equity share (Face Value of ''1 each)
Basic	0.71	6.25	1.22	16.41
Diluted	0.68	6.25	1.16	16.41

2. COMPANY''S PERFORMANCE

The business performance of the company during the
Financial Year 2022-23 was very strong, exhibited stellar
performance amidst a dampening environment globally.
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 the FY 2022-23, your company achieved Standalone
Revenue from operations of ''1,00,986.57/-Lakhs compared
to ''51,731.75/- Lakhs in FY 2021-22, registering a growth of
95% over the last year.

Standalone profit before tax (PBT) in FY 2022-23 was
''2,248.66/-Lakhs compared to ''1,452.78/- Lakhs in last FY
2021-22.

Standalone profit after tax (PAT) in FY 2022-23 was ''1,645.44/-
Lakhs compared to ''1,051.83/- Lakhs in last FY 2021-22.

Consolidated

During the FY 2022-23, your company achieved Consolidated
Revenue from operations of ''1,33,675.42/- Lakhs compared
to ''76,816.78/- Lakhs in FY 2021-22, registering a growth of
74% over the last year.

Consolidated profit before tax (PBT) in FY 2022-23 was
''3,496.23/- Lakhs compared to ''3,594.60/- Lakhs in last FY
2021-22.

Consolidated profit after tax (PAT) in FY 2022-23 was
''2,743.66/- Lakhs compared to ''2,731.52/- Lakhs in last FY
2021-22.

3. 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 ("the 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 https://ramasteel.com/assets/pdf/
annual/142/Dividend%20Distribution%20Policy.pdf

4. TRANSFER TO RESERVE

The Board of Directors do not propose/recommended to
transfer any sum to the General Reserve pertaining to
Financial Year 2022-23.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year 2022-23 under review, there was no
change in the nature of business of the company.

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 for the financial year ended
March 31, 2023, 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 two Direct subsidiaries named as Lepakshi
Tubes Private Limited (Indian Wholly Owned Subsidiary)
and RST International Trading FZE (U.A.E) (Foreign Wholly
Owned Subsidiary), one Indirect subsidiary i.e. RST Industries
Limited (Nigeria) (Step-down Subsidiary) and one JV i.e. Pir
Panchal Construction Pvt. Ltd. Joint Venture (AOP) as on
March 31, 2023. The Company has also acquired 51% stake in
Ashoka Infrasteel (Partnership Firm) and 50% stake in Hagar
Mega Mart Private Limited during the Financial Year 2022¬
23. Pursuant to Section 129 of the Companies Act, 2013 a
statement in prescribed Form AOC-1, relating to subsidiaries
and joint venture for the year ended on March 31, 2023 has
been attached with the consolidated financial statements of
the Company for the financial year ended March 31, 2023. In
accordance with provisions of Section 136 of the Companies
Act, 2013 the standalone and consolidated financial
statements of the company, along with relevant document
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.

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

Lepakshi Tubes Private Limited is a wholly owned subsidiary
of Rama Steel Tubes Limited. However, during the period there
was no material subsidiary of the Company, In accordance
with the provision of SEBI LODR Regulations.

As mentioned in the previous Annual Report, the Board of
Directors of the Company at its meeting held on February 14,
2022 subject to requisite approvals/consents, approved the
Scheme of Merger by absorption of Lepakshi Tubes Private
Limited, a wholly owned subsidiary of the Company with the
Company and their respective shareholders ("Scheme”) under
the provisions of sections 230 and 232 of the Companies Act,
2013 and proposed to consolidate the operations /business
by amalgamation of Lepakshi Tubes Private Limited with
Rama Steel Tubes Limited.

During the year, Hon''ble National Company Law Tribunal,
Bench at New Delhi passed an order dated 30th May, 2022 and
26th September, 2022 for calling Meeting of Shareholders,
Secured Creditors and Unsecured Creditors of the Company
and appointed Mr. Puneet Sachdev, having IBBI Registration
Number IBBI/IPA-001/IP-PO1124/2018-29/11821, Insolvency
Professional as a Chairman of the Meeting and Mr. Mohinder
Kumar Gaind, having IBBI Registration Number IBBI/IPA-
003/IP-N000158/2018-19/11842 appointed as scrutinizer by
the Hon''ble Tribunal.

The meeting of Equity shareholder, Secured and Unsecured
Creditors were held on 15th November, 2022 pursuant to
the order of the tribunal and the scheme as laid before the
meetings be approved and adopted.

Further, the Company filed second motion application in
respect of amalgamation aforesaid.

8. SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and that such systems are adequate and operating
effectively.

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 continues to place greater emphasis
on managing its affairs with diligence, transparency,
responsibility, accountability and sustainability and is
committed to adopting and adhering to best Corporate
Governance practices.

The Board considers itself as a trustee of its shareholders
and acknowledges its responsibilities towards them for
creation and safeguarding their wealth. The Company has set
itself the objective of expanding its capacities. As a part of its
growth strategy, it is committed to high levels of ethics and
integrity in all its business dealings that avoid conflicts of
interest. In order to conduct business with these principles,
the Company has created a corporate structure based on
business needs and maintains a high degree of transparency
through regular disclosures with a focus on adequate control
systems.

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 as on
January 03, 2023 from ICRA Limited (ICRA), and the details of
the credit rating are as follows:

Long Term Rating	[ICRA]BBB-(Stable) (pronounced ICRA triple B minus)
Short Term Rating	[ICRA]A3
	(pronounced ICRA A
	three)
Name of Credit Rating Agency	ICRA Limited

13. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the
Company during the Financial Year with related parties were
in the ordinary course of business and on an arm''s length
basis. During the year, the Company had not entered into any
contract / arrangement / transaction with related parties
which could be considered material in accordance with
the policy of the Company on materiality of related party
transactions.

Your Directors draw attention of the members to Note
47 to the Standalone Financial Statement which sets out
related party disclosures. The particulars of contracts and
arrangements entered into by the company with related
parties referred to in Section 188 in Form AOC-2 is attached
herewith as Annexure-II.

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

14. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
(BRSR)

In recent years, the importance of addressing climate change,
promoting inclusive growth, and transitioning to a sustainable
economy has gained significant global attention. Investors
and stakeholders now expect companies to be responsible
and sustainable in their practices, placing equal importance
on reporting their performance on sustainability-related
factors alongside financial and operational performance.

In accordance with Regulation 34(2)(f) of the Listing
Regulations, BRSR, covering disclosures on the Company''s
performance on Environment, Social and Governance (ESG)
parameters for Financial Year 2023, is provided in a separate
section and forms part of the Annual Report as Annexure-III.

BRSR includes reporting on the nine principles of the
National Voluntary Guidelines on social, environmental and
economic responsibilities of business.

15. CORPORATE SOCIAL RESPONSIBILITY

We at RAMA aim to create economic value and to actively
contribute toward the development of a sustainable
society by taking up projects for the common good through
responsible business practices and good governance. In line
with the requirement of Section 135 of the Companies Act,
2013, the Company having a Corporate Social Responsibility
Committee. The details of Committee and the terms of
reference are provided in corporate governance report.
The CSR Policy of the Company is available on its website

at the https://ramasteel.com/assets/pdf/Corporate%20
Social%20Responsibility%20(CSR)%20Policy.pdf

During the year the Company has spent ''27,43,335/- (Rupees
Twenty Seven Lakh Forty Three Thousand Three Hundred
Thirty Five) on CSR activities for the Financial Year 2022-23
as annexed herewith Annexure- IV to this Report.

''26,00,000/- (Rupees Twenty Six Lakhs) has been paid to
Haridham Sanatan Sewa Trust for Eradicating Hunger and
Feeding for poor people and ''1,43,335/- (Rupees One Lakh
Forty Three Thousand Three Hundred Thirty Five) has been
paid to Konfyans Charitable Public Trust for purpose of
Education & Care for under-privileged children.

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, 2023, 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,
2023 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, 2023, the Board is comprised Mr. Naresh
Kumar Bansal, Managing Director, Mr. Richi Bansal, Director,
Mr. Vinod Pal Singh Rawat, Director, Mr. Bharat Bhushan Sahny,
Independent Director, Mr. Jai Prakash Gupta, Independent
Director, and Ms. Anju Gupta, Independent Director of the
Company.

During the year under review, Mr. Kapil Datta, Company
Secretary of the Company has tendered his resignation from
the post of Company Secretary and Compliance Officer w.e.f
August 20, 2022 and Mr. Arpit Suri was appointed as Company
Secretary and Compliance Officer of the Company w.e.f,
August 22, 2022.

Further, as on March 31, 2023 Mr. Rajeev Kohli, Chief Executive
Officer, Mr. Rajeev Kumar Agarwal, Chief Financial Officer
and Mr. Arpit Suri, Company Secretary are the Key Managerial
Personnel of the Company in accordance with the provisions
of sections 2(51) and 203 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

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

Further, 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.

Further, in terms of Section 150 read with Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, the Independent Directors of the
Company have included their names in the data bank of
Independent Directors maintained with the Indian Institute
of Corporate Affairs.

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

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. The same
was also discussed in the meetings of Nomination and
Remuneration Committee and the Board. 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, 2023, 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.

21. TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)a. Transfer of unclaimed dividend to IEPF

No amount were transferred from the Unclaimed Divided
Account, to the Investor Education and Protection Fund
(IEPF) established by the Central Government during the
Financial Year 2022-23.

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 2022-23.

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, External Ratings and 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. ISSUE OF WARRANTSDuring the year the Company has issued the warrants and the details of the same are as follows:

Particulars	Warrants 1	Warrants 2
Date of Issue	June 10, 2022	October 12, 2022
No. of Warrants Issued	1,55,80,000 (After sub-division)	16,25,000
Whether the issue of warrants was by way of preferential allotment, private placement, public issue	Preferential Allotment	Preferential Allotment
Issue Price	''76.40 After (Sub-Division)	''112.50
Maturity Date	Within 18 months from the date of Issue	Within 18 months from the date of Issue
Amount raised, specifically stating as to whether twenty five percent of the consideration has been collected upfront from the holders of the warrants;	The Company has collected the upfront 25% from the warrants holders	The Company has collected the upfront 25% from the warrants holders
Terms and conditions of warrants including conversion terms	Convertible within 18 month in the ratio of 1:1	Convertible within 18 month in the ratio of 1:1

24. CHANGES IN SHARE CAPITAL

As at March 31, 2023 the Authorised Share Capital of the Company is ''55,00,00,000/- (Rupees Fifty-Five Crore Only) consisting of
55,00,00,000 (Fifty-Five Crore only) Equity Shares of ''1/-(Rupees One) each and Issued and Paid-Up Share Capital is ''46,58,22,825/-
(Forty-Six Crore Fifty-Eight Lakh Twenty-Two Thousand Eight Hundred Twenty-Five) consisting of 46,58,22,825 (Forty-Six Crore
Fifty-Eight Lakh Twenty-Two Thousand Eight Hundred Twenty-Five) Equity shares of Face Value of ''1/- each.

The Changes made in Share Capital of the Company during the year under are as follows:

AUTHORISED SHARE CAPITAL

Date of Events	Subject matter which effect the Authorised Share Capital of the Company
20.05.2022	Reclassification of the existing Authorized Share Capital of the Company of ''11,50,00,000/- (Rupees Eleven Crore Fifty Lakhs Only) comprising of 1,80,00,000 Equity Shares of ''5/- (Rupee Five) each and 25,00,000 (Twenty Five Lakh) 5% Non- Cumulative Redeemable Preference Shares of ''10/- each (Rupees Ten) was reclassified to ''11,50,00,000/- (Rupees Eleven Crore Fifty Lakhs Only) comprising of 2,30,00,000 Equity Shares of ''5/- (Rupee Five) each and consequently the existing Clause 5 of the Memorandum of Association of the Company was amended.
25.08.2022	The Company has made sub-division of Equity Shares of the Company from Face Value of ''5/- each to ''1/- each and the Shareholders approval was accorded through postal ballot on August 8, 2022. The Authorized Share Capital of the Company after sub-division become ''11,50,00,000 (Rupees Eleven Crore Fifty Lakhs Only) consisting of 11,50,00,000 (Eleven Crore Fifty Lakhs Only) Equity Shares of ''1/- each and the paid up capital after sub-division become ''8,39,70,000 (Eight Crore Thirty-Nine Lakhs Seventy Thousand Only) consisting of 8,39,70,000 (Eight Crore Thirty-Nine Lakhs Seventy Thousand) Equity Shares of ''1/- each pursuant to sub-division.
23.12.2022	The Company has increased its Authorised Share Capital from ''11,50,00,000/- (Rupees Eleven Crore Fifty Lakhs Only) consisting of 11,50,00,000 (Eleven Crore Fifty Lakhs Only) Equity Shares of ''1/-(Rupees One) each to ''55,00,00,000/- (Rupees Fifty Five Crore Only) consisting of 55,00,00,000 (Fifty Five Crore only) Equity Shares of ''1/-(Rupees One ) each.

During the year under review, the company has amended the Memorandum of Association of the company as mentioned above
vide approval of shareholders through postal ballots.

Date of Events	Subject matter which effect the Issued and Paid-Up Share Capital of the Company
31.08.2022	Allotment of 40,96,165 Equity Shares on preferential basis other than cash consideration at a price of ''78/- each (including premium)
23.09.2022	Allotment of 31,65,000 Equity Shares pursuant due to conversion of warrants into Equity Shares at a price of ''76.40/- each (including premium)
07.01.2023	Allotment of 19,33,400 Equity Shares pursuant to conversion of warrants into Equity Shares at a price of ''76.40/- each (including premium)
07.01.2023	Allotment of 37,26,58,260 Equity Shares pursuant to Bonus Shares allotment.

25. CHANGE IN PROMOTER''S SHAREHOLDING

During the year under review the promoter''s shareholding
has been decreased from 70.40% to 65.12% as a result of
several allotments that took place throughout the year.

26. RECLASSIFICATION OF PROMOTER TO PUBLIC

In accordance with the Regulation 31A and other relevant
provisions of the SEBI LODR Regulation, and subject to
the required statutory approval, the Company obtained
approval from shareholders through a postal ballot for the
reclassification of certain individuals from the promoter
group category to the public category. However, it should be
noted that no further actions were taken in this regard during
the year under review.

27. AUDITORS AND AUDITORS'' REPORTA. Statutory Auditors

The Members of the Company at their Annual General
Meeting held on September 29, 2018, had approved the
appointment of M/s Alok Mittal & Associates, Chartered
Accountants (Firm Registration No. 005717N), as the
Statutory Auditors of the Company for a period of five
years commencing from the conclusion of the 44th
AGM held on September 29, 2018 until the conclusion of
49th AGM of the Company to be held in the year 2023.
Their first term of appointment will be completing in
accordance with Section 139 of the Companies Act, 2013.

On the recommendation of the Audit Committee, the
Board of Directors has proposed to appoint M/s Rawat
& Associates, Chartered Accountants (Firm Registration
No. 134109W) as Statutory Auditors for a period of five
years i.e. from the conclusion of the ensuing Annual
General Meeting to be held in the year 2023 till the
conclusion of Annual General Meeting to be held in the
year 2028, at a remuneration decided by the Board of
Directors wherein M/s Rawat & Associates , Chartered
Accountants has confirmed their willingness and
eligibility under the provision of the Companies Act,

2013 to be Statutory Auditors of the Company, which is
subject to shareholders approval.

The proposed Auditors have consented to the said
appointment and confirmed that they are eligible for
appointment as Statutory Auditors of the Company
under Section 139 of the Act and meet the criteria for
appointment specified in Section 141 of the Act. Further,
the Company has also received a copy of Peer Review
Certificate as prescribed by the Institute of Chartered
Accountants of India to the Auditors and declaration
from the Auditors that they are not disqualified for such
appointment/ reappointment under the said Act.

The Auditor''s Report to the shareholders on the
Standalone and Consolidated Financial Statement for
the year ended March 31, 2023 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 Financial Year
2022-23.

The Cost Audit Report of the Company for the Financial
Year ended March 31, 2023 will be filed with the MCA after
its noting by the Board. The Company has maintained
accounts and records as specified under sub-section (1)
of 148 of the Act.

The Board has also appointed M/s. Subodh Kumar & Co.,
Cost Accountants, as Cost Auditors to conduct Cost
Audit for Financial Year 2023-24 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, 2023. The Secretarial Audit Report for the
Financial Year ended March 31, 2023 is annexed herewith
marked as Annexure - V to this Report. The Secretarial
Audit Report does not contain any qualification,
reservation or adverse remark.

The Board has also appointed M/s Arun Kumar Gupta
& Associates (CP No. 5086), Company Secretaries to
conduct Secretarial Audit for Financial Year 2023-24.

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 same submitted to the stock exchange within
the prescribed time limits. The Annual Secretarial
Compliance Report does not contain any remarks or
qualification, observations.

D. Internal Auditor

In accordance with Section 138 of the Companies Act,
2013 read with rules thereunder Mr. Ranjeet Singh,
M.Com, MBA (Finance); employee of the Company
was appointed as Internal Auditor of the Company for
Financial Year 2022-23 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 Financial Year 2023-24. During the year
under review no observation, qualification or adverse
mark was reported by the Internal Auditor.

28. 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.

29. 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.

30. BOARD''S COMMITTEES

The following statutory Committees constituted by
the Board according to their respective roles and
defined scope:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

e) Finance Committee

f) Acquisition and Allotment Committee

g) ESG Committee

Details of 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.

31. 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.

Moreover, your company has formulated Risk Management
Policy and Committee of the Board to determine and manage
the Risk factors, during the Financial Year 2023-2024.

32. 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%20and%20Vigil%20
Mechanism%20Policy%20for%20Directors%20and%20
Employees.pdf

33. NUMBER OF MEETINGS OF THE BOARD

Fifteen 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.

34. 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.

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

A) CONSERVATION OF ENERGY:

a) 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 e.g. size of
the Equipments is optimum to save energy. The low-
efficient Machinery and Equipments are identified
and replaced.

b) Keeping in view the nature of the manufacturing
process no additional investment is proposed and
hence further consumption of energy is ruled out in
the near future.

c) No specific studies regarding impact of the above
measures of (a) and (b) have been carried out and
the cost impact of energy cost and energy saving
measures on cost of production of goods is not
material, as it forms a very low percentage vis-a vis
the cost of Company''s product.

d) Total energy consumption and energy consumption
per unit of production is given as per Form-A.

B) TECHNOLOGY ABSORPTION, ADOPTION AND
INNOVATION:I. RESEARCH AND DEVELOPMENT (R&D)i. Specific area in which R & D carried out by the
Company:

There is no specific area in which the Company
has carried the R & D. However, the Company is
continuously making efforts for improvements
in its production process for better productivity
and cost efficiency.

ii. Future plan of action

The Company is continuously monitoring the
plant efficiency, thus reducing the shortage
and the cost of production.

iii. Expenditure on R & D

The company did not incur any Expenditure on
R & D.

II. TECHNOLOGICAL, ABSORPTION, ADAPTATION &
INNOVATION :i. Efforts made towards Technology Absorption :

For the goods manufactured by the Company
there is a simple process of ERW manufacturing
technique and the Company has already
adopted the same and no innovations have
been carried by the company as there is no
other available alternative that would ensure
further cost efficiency.

ii. Particulars relating to imported technology :

The Company has not imported any technology
and the plant is working with completely
Indigenous Technical know-how.

C) FOREIGN EXCHANGE EARNING AND OUTGO :

	Total Foreign Exchange Earning	Current year	Previous year
a)		4939.69	4262.34
b)	Total Foreign Exchange Outgo	4545.46	3323.99

POWER AND FUEL CONSUMPTION

Particulars	Current Year	Previous Year
1. Electricity
(a) Purchased Unit	39,08,713	37,15,603
Total amount (in '')	3,57,49,598	2,91,93,995
Rate/unit	9.15	7.86
(b) Own generation
Through Diesel Generator Unit	97,164	80,103
Unit per Litre of Diesel Oil	4.82	4.73
Total Amount (in '')	18,42,877	15,30,485
Cost/Unit	18.97	19.11
2. Furnace Oil Quantity(litres)
Unit in litres	1,67,310	3,22,290
Total Amount (in '')	1,14,11,614	1,54,60,346
Average Rate ''/litre	68.21	47.97

CONSUMPTION PER UNIT OF PRODUCTION

		Electricity (Unit)		PNG Gas/Furance Oil (Units)/Litre
NAME OF PRODUCT	UNIT	CURRENT YEAR	PREVIOUS YEAR	CURRENT YEAR	PREVIOUS YEAR
Black Steel Tubes/Pipes	Per Ton	57.37	58.87	-	-
Galvd. Steel Tubes/Pipes	Per Ton	55.98	57.63	12.50	17.32

36. 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 2022-23, is available on the Company''s website at https://ramasteel.com/assets/pdf/annual/return/
Form_MGT_7.pdf

37. 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.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS OF THE COMPANY

There has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern
status and Company''s operations. All orders received by the Company during the year are of routine in nature which has no
significant / material impact.

39. 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. The Company has allotted 14,58,000 Equity Shares
comprised of 2,91,600 Equity Shares allotted pursuant
to conversion of warrants and 11,66,400 Equity Shares
allotted pursuant to Bonus reserved for the warrant
holders on April 25, 2023.

2. The Company has allotted 73,25,000 Equity Shares
comprised of 14,65,000 Equity Shares allotted pursuant
to conversion of warrants and 58,60,000 Equity Shares
allotted pursuant to Bonus reserved for the warrant
holders on June 27, 2023.

3. The Company has allotted 1,87,50,000 Equity Shares
comprised of 37,50,000 Equity Shares allotted pursuant
to conversion of warrants and 1,50,00,000 Equity Shares
allotted pursuant to Bonus reserved for the warrant
holders on July 06, 2023.

4. The Company has allotted 25,25,000 Equity Shares
comprised of 5,05,000 Equity Shares allotted pursuant
to conversion of warrants and 20,20,000 Equity Shares
allotted pursuant to Bonus reserved for the warrant
holders on August 01, 2023.

5. The Nomination and Remuneration Committee and
Audit Committee recommended the increase in the
remuneration of Mr. Naresh Kumar Bansal, Managing
Director, Mr. Richi Bansal, Executive Director and
Mr. Vinod Pal Singh Rawat, Executive Director of the
Company in the meeting held on May 30, 2023 and
considered by the Board of Directors subject to the
approval of the Members in the ensuing Annual General
Meeting.

6. Based on the recommendation of the Nomination
and Remuneration Committee and to enhance the
capabilities of the team, Mr. Rajeev Kohli has been
re-designated as the Chief Operating Officer (COO) of
the Company in the Board of Directors meeting held
on August 14, 2023 Consequently, Mr. Rajeev Kohli has
voluntarily tendered his resignation from the position of
Chief Executive Officer (CEO) of the Company.

7. Furthermore, based on the recommendation of the
Nomination and Remuneration Committee, the Board of
Directors, in their meeting held on August 14, 2023, has
put forth a proposal to appoint Mr. Richi Bansal as the
Whole Time Director and Chief Executive Officer of the
Company. This appointment is proposed for duration of 5
years, commencing from October 1, 2023. However, both
the appointment and the remuneration are contingent
upon receiving the shareholders'' approval at the
upcoming Annual General Meeting.

40. 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 2022-23.

41. 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.

42. 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:

Non-executive directors	Ratio to median
	remuneration
Mr. Bharat Bhushan Sahny	N.A.
Mr. Jai Prakash Gupta	N.A.
Mrs. Anju Gupta	N.A.

Executive directorss	Ratio to median remuneration
Mr. Naresh Kumar Bansal	27
Mr. Richi Bansal	24
Mr. Vinod Pal Singh Rawat	4

ii. The percentage increase in remuneration of each
Director, Chief Executive Officer, Chief Financial
Officer, Company Secretary in the Financial Year:

Directors, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Mr. Bharat Bhushan Sahny	N.A.
Mr. Jai Prakash Gupta	N.A.
Mrs. Anju Gupta	N.A.
Mr. Naresh Kumar Bansal, Managing Director	N.A.
Mr. Richi Bansal, Executive Director	N.A.
Mr. Vinod Pal Singh Rawat	5%
Mr. Rajeev Kumar Agarwal, Chief Financial Officer	5%
Mr. Rajeev Kohli, Chief Executive Officer	29%
Mr. Arpit Suri, Company Secretary	N.A

b. The percentage increase in median remuneration of
employees in the Financial Year: 8.84%

c. The number of permanent employees on the rolls of
Company : 168

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 6%.

Average percentage increase in the managerial
remuneration 5%.

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 [e-mail].
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.

43. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and
going beyond it, electronic copy of the Notice of 49th Annual
General Meeting of the Company including the Annual Report
for Financial Year 2022-23 are being sent to all Members
whose e-mail addresses are registered with the Company/
Depository Participant(s).

44. General

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) Managing Directors and Whole Time Director have
received the Commission, if any, of the Company within
a regulatory limits of the Company Act, 2013 and neither
the Managing Director nor the Whole-time Directors of
the Company received any remuneration or commission
from any of its subsidiaries Companies;

e) 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.

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

45. 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 14, 2023

---

Mar 31, 2018

To the Members,

The Directors submit annual report of the Rama Steel Tubes Limited (the "Company" or "RAMA") along with the audited financial statements for the financial year ended March 31, 2018.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations	33,981.92	25,957.36	38,218.89	28,442.34
Other Income	389.03	240.33	461.96	275.56
Total Revenue	34,370.95	26,197.69	38,680.86	28,717.90
EBIDTA	2,450.81	2,230.46	2,727.60	2,370.63
Finance Costs	602.04	766.18	650.07	767.71
Depreciation and Amortisation Expenses	213.06	290.83	232.81	291.03
Net Profit Before Tax	1,635.70	1,173.46	1,844.72	1,311.89
Tax Expenses	576.63	365.59	573.18	365.59
Net Profit After Tax	1,059.07	807.86	1,271.55	946.30
Other Comprehensive Income	0.97	(3.36)	1.96	(7.21)
Total Comprehensive Income	1,060.04	804.50	1,273.50	939.09
Earing per equity share (Face Value of ''5 each)
Basic	6.34	5.38	7.62	6.28
Diluted	6.34	5.38	7.62	6.28

COMPANY''S PERFORMANCE

The Financial Year ("FY") 2017-18 was one of the significant years in the terms of growth and sustainability.

During the FY 2017-18, total revenue from operations was Rs.38,218.89 Lakhs as compared to Rs.28,442.34 Lakhs in FY 201617, registering an increase of 34%.

Profit before tax (PBT in FY 2017-18 was Rs.1844.72 Lakhs as compared to Rs.1311.89 Lakhs in FY 2016-17, reflecting an increase of 41%.

Profit after tax (PAT) was Rs.1271.55 Lakhs as against Rs.946.30 Lakhs in FY 2016-17, an increase of 34 % over the previous year.

Earnings before Interest, Depreciation and Taxes (EBIDTA) stood at Rs.2727.60 Lakhs in FY 2017-18, as compared to Rs.2370.63 Lakhs in FY 2016-17.

DIVIDEND

The Board does not recommend any dividend for the year under review.

ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

The 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 for the financial year ended March 31, 2018, 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.

EQUITY SHARE CAPITAL

The Company has issued 7,60,000 Equity Shares of Rs.5/- each pursuant to Conversion of 7,60,000 fully convertible warrants issued preferential basis to the persons belonging to promoter category.

Consequently the issued, subscribed and paid-up equity share capital has increased from Rs.8,01,70,000 divided into 1,60,34,000 Equity shares of Rs.5/- each to Rs.8,39,70,000 divided into 1,67,94,000 Equity shares of Rs.5/- each.

FULLY CONVERTIBLE WARRANTS

The Company has issued 15,00,000 fully convertible warrants on preferential basis to the persons belonging to promoter category in year 2016-17, out of them 7,60,000 fully convertible warrants were converted into equivalent number of equity Equity shares of ''5/- each in 2017-18.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of this Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

Pursuant to Section 129 of the Companies Act, 2013 a statement in prescribed Form AOC-1, relating to subsidiaries and joint venture for the year ended on March 31, 2018 has been attached with the consolidated financial statements of the Company for the financial year ended March 31, 2018.

The policy for determining material subsidiaries as approved may be accessed on the Company''s Website:http://www.ramasteel. com/app/webroot/img/uploads/files/93/POLICY%20FOR%20 DETERMINING%20MATERIAL%20SUBSIDIARY.pdf

PUBLIC DEPOSITS

Your 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by Rotation:

As per the provisions of the Companies Act 2013 and the Articles of Association of the Company, Mr. Surender Kumar Sharma, Director of the Company will be retiring by rotation at the ensuing AGM and being eligible has offered himself for reappointment.

The details pursuant to Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 relating to appointment and re-appointment of directors at the AGM are provided in the Notice to the members.

Committees of the Board of Directors:

The Company has constituted the following committees in compliance with the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015:

1. Audit Committee,

2. Nomination and Remuneration Committee and

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The Board has accepted all the recommendations of the above committee(s).

Key Managerial Personnel:

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

*Mr. Naresh Kumar Bansal, Managing Director *Mr. Rajkumar Malik, Chief Financial Officer (Upto 31st May 2018) *Mr. Kapil Datta, Company Secretary

*Mr. Rajeev Kumar Aggarwal, Chief Financial Officer (w.e.f. 1st June 2018)

During the year, there was no change (appointment or cessation) in the office of KMP. However, after the close of financial year, the Board of Directors in their meeting held on 28th May 2018 has appointed Mr. Rajeev Kumar Aggarwal as Chief Financial Officer, as KMP of the Company in place of Mr. Rajkumar Malik who has resigned from the post of Chief Financial Officer of the Company w.e.f. 31st May 2018.

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) that in the preparation of the annual accounts, the applicable accounting standards have 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, 2018 and of the 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 annual accounts have been prepared on a going concern basis;

e) the directors had laid down internal financial controls to be 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.

POLICY ON DIRECTORS''APPOINTMENT AND REMUNERATION AND OTHER DETAILS

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, 2018, the Board consist of 6 members, three of whom are executive and three are 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.

DECLARATION BY INDEPENDENT DIRECTOR(S)

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149 (6) 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.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

EXTRACT OF ANNUAL RETURN

In accordance with Section 92(3) of the Companies Act, 2013, an extract of annual return is given in Annexure -I in the prescribed Form MGT-9, which forms part of this report.

NUMBER OF MEETINGS OF THE BOARD

Nine 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.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Your Directors draw attention of the members to Note 43 to the Standalone financial statement which sets out related party disclosures. The particulars of contracts and arrangements entered into by the company with related parties referred to in Section 188 in Form AOC-2 is attached herewith as Annexure- II.

AUDITORS AND AUDITORS'' REPORT Statutory Auditors

The Auditors, M/s VAPS & Company, Chartered Accountants (Firm Registration No. 003612N) hold office until the conclusion of the Annual General Meeting to be held in the year 2018 as their term of appointment is completing in terms of Section 139 of the Companies Act, 2013.

On the recommendation of the Audit Committee, the Board of Directors has proposed to appoint M/s Alok Mittal & Associates, Chartered Accountants (Firm Registration No. 005717N) as Statutory Auditors for a period of five years i.e. from the conclusion of the ensuing Annual General Meeting to be held in the year 2018 and till the conclusion of Annual General Meeting to be held in the year 2023 subject to ratification by the Members at every Annual General Meeting, at a remuneration to be decided by the Board of Directors. Wherein M/s Alok Mittal & Associates, Chartered Accountants has confirmed their willingness and eligibility under the provision of the Companies Act, 2013 to be Statutory Auditors of the Company, which is subject to shareholders approval.

The proposed Auditors have consented to the said appointment and confirmed that they are eligible for appointment as Statutory Auditors of the Company under Section 139 of the Act and meet the criteria for appointment specified in Section 141 of the Act. Further, the Company has also received a copy of Peer Review Certificate as prescribed by the Institute of Chartered Accountant of India to the Auditors and declaration from the Auditors that they are not disqualified for such appointment/ reappointment under the said Act.

Secretarial Auditors

The Board has appointed M/s Arun Kumar Gupta & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure - III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

The Board has appointed M/s. S. Shekhar & Co., Cost Accountants, for conducting the audit of cost records of the Company for Steel pipe Segment for the financial year 2017-18.

Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments given under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.

CORPORATE SOCIAL RESPONSIBILITY

We at RAMA aim to create economic value and to actively contribute toward the development of a sustainable society by taking up projects for the common good through responsible business practices and good governance. In line with the requirement of Section 135 of the Companies Act 2013 your Company having a Corporate Social Responsibility Committee. The details of Committee and the terms of reference are provided in corporate governance report. The CSR Policy of the Company is available on its website at the link: http://ramasteel.com/cms/ policy-and-code-of-conduct.

During the year the Company has spent ''13.41 lakhs on CSR activities for the financial year 2017-18 and ''7.52 lakhs for the financial year 2016-17, provision for which was made in the same year as annexed herewith Annexure- IV to this Report.

Aforesaid CSR money paid to Konfyans Charitable Public Trust for purpose of women empowerment and social development.

INTERNAL FINANCIAL CONTROL

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.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Fraud-free and corruption free work culture has been the core of the Company''s functioning. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the company has put even greater emphasis to address the risk.

To meet this objective, a Whistle Blower Policy has been laid down. The same policy is approved by the Board was uploaded on the Company''s website (www.ramasteel.com).

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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. No complaint has been received for sexual harassment of women at work place by the Company during the financial year 2017-18.

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 Obligation and Disclosure Requirements), Regulation 2015.

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:

Non-executive directors	Ratio to median remuneration
Mr. Bharat Bhushan Sahny	N.A.
Mr. Rajendra Prasad Khanna	N.A.
Mrs. Hannya Dhir	N.A.
Mrs. Anju Gupta	N.A.
Executive directors
Mr. Naresh Kumar Bansal	24.00
Mr. Richi Bansal	20.00
Mr. Surender Kumar Sharma	2.08

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

Directors, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Mr. Bharat Bhushan Sahny	N.A.
Mr. Rajendra Prasad Khanna	N.A.
Mrs. Hannya Dhir	N.A.
Mrs. Anju Gupta	N.A.
Mr. Naresh Kumar Bansal, Managing Director	43.33%
Mr. Richi Bansal, Executive Director	56.73%
Mr. Rajkumar Malik, Chief Financial Officer	20.46%
Mr. Kapil Datta, Company Secretary	6.67%

b. The percentage increase in median remuneration of employees in the financial year: 6.84%

c. The number of permanent employees on the rolls of Company : 119

d. Variations in the market capitalisation of the Company, price earning ratio as at the closing date of the current financial year and previous financial year : N.A.

e. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer: N.A.

f. 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:

The average annual increase was 8.14%.

Increase in the managerial remuneration for the year was 47.55%.

g. 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.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 enclosed as Annexure V.

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

A) CONSERVATION OF ENERGY :

a) 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 e.g. size of the Equipments is optimum to save energy. The low-efficient Machinery and Equipments are identified and replaced.

b) Keeping in view the nature of the manufacturing process no additional investment is proposed and hence further consumption of energy is ruled out in the near future.

c) No specific studies regarding impact of the above measures of (a) and (b) have been carried out and the cost impact of energy cost and energy saving measures on cost of production of goods is not material, as it forms a very low percentage vis-a vis the cost of Company''s product.

d) Total energy consumption and energy consumption per unit of production is given as per Form-A.

B) TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION :

I. RESEARCH AND DEVELOPMENT (R&D)

i. Specific area in which R & D carried out by the Company :

There is no specific area in which the Company has carried the R & D. However, the Company is continuously making efforts for improvements in its production process for better productivity and cost efficiency.

ii. Future plan of action

The Company plans to monitor continuously the plant efficiency thus reducing the shortage and reducing the cost of production.

iii. Expenditure on R & D

The company did not incur any Expenditure on R & D.

II. TECHNOLOGICAL, ABSORPTION, ADAPTATION & INNOVATION :

i. Efforts made towards Technology Absorption :

For the goods manufactured by the Company there is a simple process of ERW manufacturing technique and the Company has already adopted the same and no innovations have been carried by the company, as there is no other available alternative that would ensure further cost efficiency.

ii. Particulars relating to imported technology :

The Company has not imported any technology and the plant is working with completely Indigenous Technical know-how.

C) FOREIGN EXCHANGE EARNING AND OUTGO :

(Rs. in Lakhs)

		Current year	Previous year
a)	Total Foreign Exchange Earning	4240.37	2970.44
b)	Total Foreign Exchange Outgo	38.20	68.07

FORM ''A'' POWER AND FUEL CONSUMPTION

	Current Year	Previous Year
1. Electricity
(a) Purchased Unit	3866952	3842917
Total amount (in Rs.)	23978501	32023166
Rate/unit	6.20	8.33
(b) Own generation
Through Diesel Generator Unit	66789	108322
Unit per Litre of Diesel Oil	4.68	4.74
Total Amount (in Rs.)	977434	1188341
Cost/Unit	14.63	10.97
2. Furnace Oil Quantity(litres)	160721	195925
Total Amount (in Rs.)	5497804	5850322
Average Rate ''/litre	34.21	29.86

CONSUMPTION PER UNIT OF PRODUCTION

NAME OF PRODUCT	UNIT	ELECTRICITY (UNIT)		FURNACE O TRE/SQ. C	)IL/GAS (LI-UBIC MTR)
		CURRENT YEAR	PREVIOUS YEAR	CURRENT YEAR	PREVIOUS YEAR
Black Steel Tubes/Pipes	Per Ton	73.25	66.50	--	--
Galvd. Steel Tubes/Pipes	Per Ton	77.65	70.49	26.60	24.22

ACKNOWLEDGEMENT

The Directors acknowledge the contributions made by the employees 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 in all its endeavors.

Sd/-

Place: Ghaziabad, UP (Naresh Kumar Bansal)

Date: August 14, 2018 Chairman & Managing Director

---

Mar 31, 2016

DIRECTORS'' REPORT

To the Members,

The Directors submit annual report of the Rama Steel Tubes Limited (the “Company” or “RAMA”) along with the audited financial statements for the financial year ended March 31, 2016.

FINANCIAL RESULTS

(Rs. in Lacs)

	Consolidated		Standalone
Particulars	2015-16	2014-15	2015-16	2014-15
Gross Turnover	24194.89	19244.01	21545.58	19244.01
Other Income	308.24	264.42	307.80	264.42
Total Revenue	24503.13	19508.43	21853.38	19508.43
Profit before Interest, Depreciation and tax	1765.83	840.35	1670.86	840.35
Financial Expenses	618.39	527.46	616.33	527.46
Depreciation	284.81	226.18	284.77	226.18
Profit before tax	862.63	86.71	769.76	86.71
Provision for taxation	260.30	18.06	260.30	18.06
Profit after tax	602.33	68.65	509.46	68.65

COMPANY’S PERFORMANCE

RAMA, on a standalone basis achieved 12% growth in its net sales to 21.545.58 lakhs in 2015-16 as against 19244.01 lakhs in 2014-15. The sale growth in value terms was impacted by drop in commodity prices during the year 2015-16.

The operating profit before finance costs, depreciation and tax grew by 99% toRs.1670.86 lakhs in financial year 2015-16 as compared toRs.840.35 lakhs in financial year 2014-15.

Profit after tax was Rs. 509.46 lakhs in year 2015-16 as compared to Rs. 68.65 lakhs of preceding year.

DIVIDEND

The Board does not recommend any dividend for the year under review.

EQUITYSHARE CAPITAL

Your Board of Directors recommended sub-division of Equity Shares of Rs. 10/- each into two Equity Shares of Rs.5/- each and Bonus shares in the ratio of 4:1 which was approved by the shareholders in the Extra ordinary General Meeting held on March 1,2016. Accordingly, the Equity Shares of face value of Rs. 10/- each were sub-divided into two Equity Shares of face value of Rs. 5/- each by way of corporate action to the shareholders who held the shares on the Record Date March 15,2016. Further, bonus shares in the ratio of 4:1 were allotted to the members who held the equity shares on the Record Date i.e., March 15,2016 by capitalization of balance in the Free Reserves amounting to Rs. 5,97,36,000/-.

Consequently the issued, subscribed and paid-up equity share capital has increased from Rs. 1,49,34,000 divided into 14,93,400 Equity shares of Rs.10/-each to Rs. 7,46,70,000 divided into 1,49,34,000 Equity shares of Rs.5/-each.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of this Annual Report.

SUBSIDIARY COMPANY

The Company has 1 subsidiary as on March 31,2016. There has been no material change in the nature of business of the subsidiary company.

PUBLIC DEPOSITS

Your 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment of Directors:

Mr. Surender Kumar Sharma (DIN - 03594435) was appointed as Additional Director (Executive Director) of the Company with effect from 4^th May 2016.

Retirement by Rotation:

As per the provisions of the Companies Act 2013 and the Articles of Association of the Company, Mr. Richi Bansal, Director of the Company will be retiring by rotation at the ensuing AGM and being eligible has offered himself for re-appointment.

The details pursuant to Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 relating to appointment and re-appointment of directors at the AGM are provided in the Notice to the members.

Committees of the Board of Directors:

The Company has constituted the following committees in compliance with the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015:

1. Audit Committee,

2. Nomination and Remuneration Committee and

3. Stakeholders Relationship Committee

The Board has accepted all the recommendations of the above committee(s).

DIRECTORS’ RESPONSIBILTYSTATEMENT

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) that in the preparation of the annual accounts, the applicable accounting standards have 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 31,2015 and of the 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 and the Companies Act, 1956, to the extent applicable, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

d) that the annual accounts have been prepared on a going concern basis;

e) the directors had laid down internal financial controls to be 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.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

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, 2016, the Board consist of 5 members, two of whom are executive and three are 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.

DECLARATION BY INDEPENDENT DIRECTOR(S)

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149 (6) 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.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

EXTRACTOF ANNUALRETURN

In accordance with Section 92(3) of the Companies Act, 2013, an extract of annual return is given in Annexure -I in the prescribed Form MGT-9, which forms part of this report.

NUMBER OF MEETINGS OFTHE BOARD

Eleven 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.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Your Directors draw attention of the members to Note 30 to the Standalone financial statement which sets out related party disclosures. The particulars of contracts and arrangements entered into by the company with related parties referred to in Section 188 in Form AOC-2 is attached herewith as Annexure- II.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

At 41st AGM held on September 29, 2016, M/s. VAPS & COMPANY, Chartered Accountants, were appointed as statutory auditors of the company to hold office till the conclusion of the AGM to be held for the financial year 2017-18. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditor shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. VAPS & COMPANY, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditors

The Board has appointed M/s Arun Kumar Gupta & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure - III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

The Board has appointed M/s. S. Shekhar & Co., Cost Accountants, for conducting the audit of cost records of the Company for Steel pipe Segment for the financial year 2015-16.

Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made there under.

LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments given under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.

INTERNAL FINANCIAL CONTROL

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.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Fraud-free and corruption free work culture has been the core of the Company’s functioning. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the company has put even greater emphasis to address the risk.

To meet this objective, a Whistle Blower Policy has been laid down. The same policy is approved by the Board was uploaded on the Company’s website (www.ramasteel.com).

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. No complaint has been received for sexual harassment of women at work place by the Company during the financial year 2015-16.

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 Obligation and Disclosure Requirements), Regulation 2015.

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:

Non-executive directors	Ratio to median remuneration
Mr. Bharat Bhushan Sahny	N.A.
Mr. Rajendra Prasad Khanna	N.A.
Ms. Hannya Dhir	N.A.

Executive Directors
Mr. Naresh Kumar Bansal	17.82
Mr. Richi Bansal	13.32

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

Directors, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Mr. Bharat Bhushan Sahny	N.A.
Mr. Rajendra Prasad Khanna	N.A.
Ms. Hannya Dhir	N.A.
Mr. Naresh Kumar Bansal, Managing Director	8.57%
Mr. Richi Bansal, Executive Director	24.20%
Mr. Rajkumar Malik, Chief Financial Officer	12.71%
Mr. Kapil Datta, Company Secretary	NIL

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

c. The percentage increase in median remuneration of employees in the financial year: 28.21 %

d. The number of permanent employees on the rolls of Company: 150

e. Variations in the market capitalization of the Company, price earning ratio as at the closing date of the current financial year and previous financial year: N.A.

f. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to therateat which the Company came out with the last public offer: N .A.

g. 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:

The average annual increase was 27.15%.

Increase in the managerial remuneration for the year was 29.63%.

h. 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.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 enclosed as Annexure IV.

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

A) CONSERVATION OF ENERGY:

a) 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 e.g. size of the Equipments is optimum to save energy. The low-efficient Machinery and Equipments are identified and replaced.

b) Keeping in view the nature of the manufacturing process no additional investment is proposed and hence further consumption of energy is ruled out in the near future.

c) No specific studies regarding impact of the above measures of (a) and (b) have been carried out and the cost impact of energy cost and energy saving measures on cost of production of goods is not material, as it forms a very low percentage vis-a vis the cost of Company’s product.

d) Total energy consumption and energy consumption per unit of production is given as per Form-A.

B) TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION :

I. RESEARCH AND DEVELOPMENT (R&D)

i. Specific area in which R&D carried out by the Company:

There is no specific area in which the Company has carried the R&D. However, the Company is continuously making efforts for improvements in its production process for better productivity and cost efficiency.

H. Future plan of action

The Company plans to monitor continuously the plant efficiency thus reducing the shortage and reducing the cost of production.

Hi. Expenditure on R&D

The company did not incur any Expenditure on R & D.

II. TECHNOLOGICAL, ABSORPTION, ADAPTATION & INNOVATION :

i. Efforts made towards Technology Absorption :

For the goods manufactured by the Company there is a simple process of ERW manufacturing technique and the Company has already adopted the same and no innovations have been carried by the company, as there is no other available alternative that would ensure further cost efficiency.

ii. Particulars relating to imported technology:

The Company has not imported any technology and the plant is working with completely indigenous Technical know-how.

C) FOREIGN EXCHANGE EARNING AND OUTGO:

		Current year	Previous year
a)	Total Foreign Exchange Earning	3105.43	7911.52
b)	Total Foreign Exchange Outgo	2073.12	66.54

FORM ‘A’

POWER AND FUEL CONSUMPTION (Amount in Rs.)

		Current year	Previous year
1.	Electricity
	(a) Purchased Unit	4340642	2974031
	Total amount (in Rs.)	34943043	23435361
	Rate/unit	8.05	7.88
	(b)Own generation
	Through Diesel Generator Unit	182636	362976
	Unit per Litre of Diesel Oil	4.61	4.56
	Total Amount (in Rs.)	1932286	4088046
	Cost/Unit	10.58	11.26
2.	Furnace Gas Quantity(Sq.Cubic Mtr)	-	332539
	Total Amount (in Rs.)	-	15486194
	Average Rate Rs./sq.cubic Mtr.	-	46.57
3.	Furnace Oil Quantity(litres)	255124	-
	Total Amount (in Rs.)	5668602	-
	Average Rate Rs./litre	22.22	-

CONSUMPTION PER UNIT OF PRODUCTION

		ELECTRICITY (UNIT)		FURNACE OIL/GAS (LITRE/SQ. CUBIC MTR)
NAME OF PRODUCT	UNIT	CURRENT YEAR	PREVIOUS YEAR	CURRENT YEAR	PREVIOUS YEAR
Black Steel Tubes/Pipes	Per Ton	72.51	74.73	-	-
Galvd. Steel Tubes/Pipes	Per Ton	76.84	79.21	25.39	19.59

*Current year consumption is in Litre(Furnace Oil) and in previous year the consumption is in sq. cubic mtr(Furnace Gas)

ACKNOWLEDGEMENT

The Directors acknowledge the contributions made by the employees 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 in all its endeavors.

Sd/-

Place: Delhi (Naresh Kumar Bansal)

Date: August 10, 2016 Chairman & Managing Director

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 40th Annual Report together with the Audited Annual Accounts of the company for the year ended 31st March, 2014 and Auditor's Report thereon.

Performance Review

The company's performance during the year ended review, is summarized below :

(Rs. In Lacs)

Particulars For the For the year ended year ended 31-03-2014 31-03-2013

Gross Turnover 18,134.93 18,523.62

Other Income 360.64 556.69

Total Revenue 18,495.57 19,080.31

Profit before Interest, 878.01 880.15 Depreciation & Tax

Financial Expenses 456.45 541.40

Depreciation 177.43 178.66

Profit before Tax 244.13 160.09

Provision for Taxation 30.97 49.34

Profit after Tax 213.16 110.75

Operations Overview

Turnover has slightly declined from Rs.185.24 Crores to Rs.181.35 Crores in the Current Year due to decline in exports from Rs. 46 Crores in 2012-13 to Rs. 35 Crores in the current year. However, the profit margins have been maintained at the previous year level as Net Profit before Interest and Depreciation was Rs. 8.78 Crores as against Rs. 8.80 Crores in the previous year. , The Net Profit after tax has increased from 1.11 crores to 2.13 Crores.

Re-structuring of Share Capital of the Company

The Share Capital of the Company has been restructured in order to expand company's operations and meeting the mandatory requirements of the Companies Act, 1956 and fulfill the commitments to Banks and other Financial Institutions. The Authorized Share Capital of the company has been restructured as under;

5,00,000 Equity Shares of Rs.10/- each Rs. 50,00,000

25,00,000 5% Non Cumulative Rs. 2,50,00,000 Preference Shares of Rs. 10/-each

10,00,000 5% Non Cumulative Preference Shares of Rs. 10/- each fully paid Cash at par were issued for the aggregate amount of Rs. 1,00,00,000/ Thus, the total share capital of the company stands increased to Rs. 1,24,89,000.00

Dividend

In order to augment the working capital resources of the company, the Board has not recommended any dividend for the year under review.

Director's Responsibility Statement

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Director's Responsibility statement, it is hereby confirmed :

(i) that in the preparation of the annual accounts for the financial Year ended 31st March 2014, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had 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 as at 31st March 2014 and of the profit of the company for that Period.

(iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies act ,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

(iv) That the directors had prepared the annual accounts for financial Year ended 31st March 2014 on a going concern basis.

Public Deposits

The company has duly complied with the provisions of section 58 A of the Companies Act, 1956 read with the companies (Acceptance of Deposits) Rules, 1975 and no amount of principal or interest was overdue for payment in respect of deposits as on the date of Balance Sheet.

Listing of Equity Shares

The Equity shares of the company are listed on the Delhi Stock Exchange (DSE). Listing fees for the financial year 2013-14 has been duly paid to the Stock Exchange. In order to get Company's Share quoted at the Stock exchanges, the Company has approached BSE Limited for Listing our Share for active trading. Necessary steps are being taken to get the needful done. The Company has already appointed Registrar & Transfer Agents. The Shareholders have also been asked to get their holding dematerialized. It is expected that Company's Shares will start trading at the BSE in the current financial year.

Information regarding Employees

As required by the provisions of section 217 (2A) of the companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, there is no such employee of the company, covered under these rules and required to be disclosed here.

Personnel / Industrial Relations

During the period under review, your company maintained healthy, cordial and harmonious Industrial relations at all levels. The enthusiasm and sincere efforts of the employee have enabled your company to remain at the forefront of the industry.

Auditors

M/s VAPS & Co., Chartered Accountants, the auditors of the company hold office until the conclusion of the ensuing Annual General Meeting, and being eligible offer themselves for reappointment.

The company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1-B) of the companies Act, 1956. Your Directors recommend reappointment of M/s. VAPS & Co., Chartered Accountants, as Auditors of the Company at the ensuring Annual General Meeting.

Remarks of the Auditor's Report

The auditors in their report have pointed out certain matters, which are explained below-:

1. Liability for gratuity and leave encashment shall be provided, as and when the same becomes payable and paid, as in the opinion of the Directors, it is not necessary to create provision on the basis of the estimated amount of gratuity and leave encashment liability on actuarial basis.

2. The other remarks in the Auditor's Report are self-explanatory and therefore do not call for any further comments.

Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Sh. Richi Bansal, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

The Present strength of the Board of Directors is 4 (Four).

Compliance Certificate by Company Secretary

As required by the Companies (Compliance Certificate) Rules, 2001, Compliance Certificate has been obtained from Company Secretary in practice.

Corporate Governance

Your Company is committed to follow the best of the Corporate Governance Practices and follows the same while conducting the affairs of the Company. A Report on Corporate Governance along-with a certificate from Auditors of the Company has been incorporated as a part of this Annual Report.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of Annual Report.

Particulars of conservation of energy, technology absorption and foreign Exchanges earning and outgo.

In accordance with the requirement of sec. 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 a statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed hereto and forms part of this report.

Acknowledgements

The Directors acknowledge the contributions made by the employees 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 in all its endeavors.

For and on behalf of the Board of Directors

Sd/- NARESH KUMAR BANSAL Managing Director

Place : New Delhi Date : : 1st September 2014

---

Mar 31, 2012

Dear Members,

The Directors are pleased to present the 38th Annual Report together with the Audited Annual Accounts of the company for the year ended 31st March, 2012 and Auditor's Report thereon.

Performance Review

The company's performance during the year ended review, is summarized below :

(Rs. In Lacs)

Particulars For the For the year ended year ended 31-03-2012 31-03-2011

Gross Turnover 15,375.42 12,707.96

Other Income 226.77 55.73

Total Revenue 15,602.19 12,763.69

Profit before interest, 566.71 756.25 Dep & Tax

Financial Expenses 400.92 388.64

Depreciation 125.70 186.70

Profit before Tax 40.09 180.91

Provision for Taxation 13.73 43.78

Profit after Tax 26.36 137.13

Operations Overview

With Indian economy recovering from the Slowdown, Turnover has improved from Rs.127.08 Crores to Rs.153.75 Crores in the Current Year. But consequent to stiff competition in the Steel Tube Market, the profit margins have squeezed considerably and Net Profit before Interest and depreciation stood at Rs.5.66 Crores as against Rs.7.56 Crores in the previous year thus showing decrease of 25.13%. In view of not sufficient profits, no amount has been transferred to General Reserve in the current Year.

Dividend

In order to augment the working capital resources of the company, the Board has not recommended any dividend for the year under review.

Director's Responsibility Statement

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Director's Responsibility statement, it is hereby confirmed :

(i) that in the preparation of the annual accounts for the financial Year ended 31st March 2012, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had 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 as at 31st March 2012 and of the profit of the company for that Period.

(iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies act ,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

(iv) That the directors had prepared the annual accounts for financial Year ended 31st March 2012 on a going concern basis.

Public Deposits

The company has duly complied with the provisions of section 58 A of the Companies Act, 1956 read with the companies (Acceptance of Deposits) Rules, 1975 and no amount of principal or interest was overdue for payment in respect of deposits as on the date of Balance Sheet.

Listing of Equity Shares

The Equity shares of the company are listed on the Delhi Stock Exchange. Listing fees for the financial year 2012-13 has been duly paid to the Stock Exchange. But as the Delhi Stock Exchange is still in the process of completing the necessary arrangements for quoting the share prices of various companies listed in it, leading to non-quoting of the our Company's Shares too. It is expected that very soon the DSE shall complete the necessary formalities and our shares shall begin being quoted on DSE.

Information regarding Employees

As required by the provisions of section 217 (2A) of the companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, there is no such employee of the company, covered under these rules and required to be disclosed here.

Personnel / Industrial Relations

During the period under review, your company maintained healthy, cordial and harmonious Industrial relations at all levels. The enthusiasm and sincere efforts of the employee have enabled your company to remain at the forefront of the industry.

Auditors

M/s VAPS & Co., Chartered Accountants, the auditors of the company hold office until the conclusion of the ensuing Annual General Meeting, and being eligible offer themselves for reappointment.

The company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1-B) of the companies Act, 1956. Your Directors recommend reappointment of M/s. VAPS & Co., Chartered Accountants, as Auditors of the Company at the ensuring Annual General Meeting.

Remarks of the Auditor's Report

The auditors in their report have pointed out certain matters, which are explained below-:

1. Liability for gratuity and leave encashment shall be provided, as and when the same becomes payable and paid, as in the opinion of the Directors, it is not necessary to create provision on the basis of the estimated amount of gratuity and leave encashment liability on actuarial basis.

2. The other remarks in the Auditor's Report are self-explanatory and therefore do not call for any further comments.

Directors

In terms of the provisions of the Companies Act, 1956, Sh. Naresh Kumar Bansal, Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

The Present strength of the Board of Directors is 4 (Four)

Compliance Certificate by Company Secretary

As required by the Companies ( Compliance Certificate) Rules, 2001, Compliance Certificate has been obtained from Company Secretary in practice.

Corporate Governance

The company's paid up share capital and net worth being less than Rs.3.00 Crores and Rs.25.00 Crores respectively, the company is exempted from complying the provisions of Corporate Governance of Clause 49 of the listing Agreement with the Delhi Stock Exchange. Consequent to the same, no Corporate Governance report and Management Discussion and Analysis have been compiled and annexed to this Report

Particulars of conservation of energy, technology absorption and foreign Exchanges earning and outgo.

In accordance with the requirement of sec. 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 a statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed hereto and forms part of this report.

Acknowledgements

The Directors acknowledge the contributions made by the employees 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 in all its endeavors.

For and on behalf of the Board of Directors

Sd/-

NARESH KUMAR BANSAL Managing Director

Place : New Delhi Date : 29th August 2012