Directors Report of Rathi Steel & Power Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 54^th Annual Report on the business and operations of your Company together with the
Audited Financial Statements of the Company for the financial year ended March 31, 2025.

1 FINANCIAL RESULTS-

PARTICULARS	FOR THE FINANCIAL YEAR ENDED MARCH 31,2025 (Rs in Lakh)	FOR THE FINANCIAL YEAR ENDED MARCH 31,2024 (Rs in Lakh)
Total Revenue	50,543.39	49,628.32
EBIDTA (Before Exceptional / Extraordinary Items)	2431.10	2424.91
Interest / Finance Charges	550.26	1,173.57
Depreciation	956.89	874.29
Exceptional / Extraordinary Items	(471.48)	(1983.65)
Profit before tax (PBT)	1395.43	2360.70
Tax (including adjustment of previous years)	0.00	7.30
Profit after tax	1395.43	2353.40
Other Comprehensive Income (Net)	10.59	11.03
Net Profit available for appropriation	1406.02	2364.43
Appropriations:
Dividend per share	0.00	0.00
Earnings per share [equity share of Rs. 10]
-Basic earnings per share (in Rs.)	1.62	2.77
-Diluted earnings per share (in Rs.)	1.62	2.73

During the year under review, the Company has achieved total revenue of INR 50,543.39 Lakh as against previous year of INR
49,628.32 Lakh. The Company has achieved EBIDTA of INR 2,431.10 Lakh as against previous year of INR 2,424.91 Lakh. The
Company expects to do better if there is an improvement in overall industrial scenario.

STATE OF COMPANY’S AFFAIR

The Company operated in the single segment i.e., steel and steel related products.

The Company undertook following capex to upgrade its manufacturing facilities-
S Upgraded its Wire Rod Mill initiate by installing cantilever stands.

S Implementing Direct Charging of Steel Billets into rolled products. The said technology is one of its unique kind for
Stainless Steel Rolled Products in long segment.

S Accredited with the License / Permission(s) from Bureau of Indian Standards for the following:

> Stainless Steel Reinforcement Rebars.

> TMT Rebars of Grade Fe 500 , Fe 550 and Fe 550 D of various dimensions..

S In line with Company’s efforts to reduce the carbon footprint, Company has utilized more than 10% of Green Power
(renewable sources) through open access for its manufacturing unit and committed to increase the consumption of green
power.

S To save and serve Mother Earth, Company adopted village ponds in surrounding areas to recharge water.

S Company and its employees, workers actively participated in the plantation drive.

During the period under review Company manufactured 47,440.040 MT rolled products (out of which 193.435 MT was for Job
Work) as against the 59,488.595 MT rolled products (out of which 11,181.490 MT was for Job Work) of corresponding period
of previous year.

The Company availed credit facilities to the tune of Rs. 40.06 Crores from Kotak Mahindra Bank Limited in the form of O.D /
Term Loan during the Financial Year 2024-25.

S The Company resumed production of idle TMT bar mill in Q1 of current financial year (FY 26’). This is a strategic
decision, which not only enable the Company to sweat out idle assets, but also enables us to expand brand visibility,
which opens up future business opportunities.

ECONOMIC SCENARIO AND OUTLOOK

One of the primary forces behind industrialization has been the use of metals. Steel has traditionally occupied a top spot among
metals. Steel production and consumption are frequently seen as measures of a country''s economic development because it is
both a raw material and an intermediary product. Therefore, it would not be an exaggeration to argue that the steel sector has
always been at the forefront of industrial progress and that it is the foundation of any economy. The Indian steel industry is
classified into three categories - major producers, main producers, and secondary producers.

India is the world’s second-largest producer of crude steel, with an output of 125.32 MT of crude steel and finished steel
production of 121.29 MT in FY23.

India’s domestic steel demand is estimated to grow by 9-10% in FY25 as per ICRA. India’s steel production is estimated to grow
4-7% to 123-127 MT in FY24.

The growth in the Indian steel sector has been driven by the domestic availability of raw materials such as iron ore and cost-
effective labour. Consequently, the steel sector has been a major contributor to India''s manufacturing output.

The Indian steel industry is modern, with state-of-the-art steel mills. It has always strived for continuous modernisation of older
plants and up-gradation to higher energy efficiency levels.

According to a Deloitte report the demand for steel in India is projected to grow significantly over the next decade, with annual
growth rates expected to range from 5% to 7.3%.

Market Size

In the past 10-12 years, India''s steel sector has expanded significantly. Production has increased by 75% since 2008, while
domestic steel demand has increased by almost 80%. The capacity for producing steel has grown concurrently, and the rise has
been largely organic.

0 In April-December 2024, crude steel production in India stood at 110.99 MT.

0 In April-December 2024, finished steel production stood at 106.86 MT.

0 In FY25 (April-December), the consumption of finished steel stood at 111.25 MT.

0 In FY24, the production of crude steel and finished steel stood at 143.6 MT and 138.5 MT, respectively.

The annual production of steel is anticipated to exceed 300 million tonnes by 2030-31. By 2030-31, crude steel production is
projected to reach 255 million tonnes at 85% capacity utilisation achieving 230 million tonnes of finished steel production,
assuming a 10% yield loss or a 90% conversion ratio for the conversion of raw steel to finished steel. With net exports of 24
million tonnes, consumption is expected to reach 206 million tonnes by the years 2030-1931. As a result, it is anticipated that
per-person steel consumption will grow to 160 kg.

Investments

The steel industry and its associated mining and metallurgy sectors have seen major investments and developments in the recent
past. According to the data released by the Department for Promotion of Industry and Internal Trade (DPIIT), between April
2000-September 2024, Indian metallurgical industries attracted FDI inflows of Rs. 1,10,062 crore (US$ 18.06 billion). In FY22,
demand for steel was expected to increase by 17% to 110 million tonnes, driven by rising construction activities. Some of the
major investments in the Indian steel industry are as follows:

> India and Japan held the third Steel Dialogue on Feb 4, 2025, in New Delhi, discussing economic trends, steel trade, and
industry developments. India highlighted policy initiatives, green steel efforts, and investment opportunities for Japan.

> In February 2025, during the Bengal Global Business Summit, about 50% of the Rs. 26,000 crore (US$ 3.02 billion)
investment proposals received by Jharkhand government in Kolkata pertain to the steel sector.

> In February 2025, JSW Group announced a Rs. 1,00,000 crore (US$ 11.60 billion) investment to set up a 25 MT steel
plant in Maharashtra''s Gadchiroli district over seven to eight years. The project, expected to be the world''s largest and
most eco-friendly, will drive economic growth and job creation in Vidarbha.

Government Initiatives

Some of the other recent Government initiatives in this sector are as follows:

O The Union Ministry of Steel launched PLI Scheme 1.1 on January 6, 2025, with a Rs. 6,322 crore (US$ 733.40 million)
outlay to boost specialty steel production and attract investments. Covering five key product categories, the scheme
eases norms to reduce imports, enhance domestic manufacturing, and improve energy efficiency, with applications open
until January 2025.

O In February 2024, the government has implemented various measures to promote self-reliance in the steel industry.

O The Union Cabinet, Government of India approved the National Steel Policy (NSP) 2017, as it intends to create a
globally competitive steel industry in India. NSP 2017 envisage 300 million tonnes (MT) steel-making capacity and 160
kgs per capita steel consumption by 2030-31.

Road Ahead

The steel industry has emerged as a major focus area given the dependence of a diverse range of sectors on its output as India
works to become a manufacturing powerhouse through policy initiatives like Make in India. With the industry accounting for
about 2% of the nation''s GDP, India ranks as the world''s second-largest producer of steel and is poised to overtake China as the
world''s second-largest consumer of steel. Both the industry and the nation''s export manufacturing capacity have the potential to
help India regain its favourable steel trade balance.

The National Steel Policy, 2017 envisage 300 million tonnes of production capacity by 2030-31. The per capita consumption of
steel has increased from 57.6 kgs to 74.1 kgs during the last five years. The government has a fixed objective of increasing rural
consumption of steel from the current 19.6 kg/per capita to 38 kg/per capita by 2030-31.

Huge scope for growth is offered by India''s comparatively low per capita steel consumption and the expected rise in consumption
due to increased infrastructure construction and the thriving automobile and railways sectors.

References: Media reports, press releases, Press Information Bureau (PIB), Joint Plant Committee (JPC), Union Budget 2021-22, Union Budget 2023-24
Note: Conversion rate used in January 2025, Rs. 1 = US$ 0.012
Note: P- Provisional, Except low grade (below 58%)
http s: // www .ibef. or g/industry/ steel

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FY25*.

*The Indian Steel Association (ISA) anticipates that the steel requirement will reach 128.9 MT in the I
2023-24 period, showing an increase from 119.9 MT in the preceding year.

*India’s domestic steel demand is estimated to grow by 9-10% in FY25 as per ICRA.

I*The industry is witnessing consolidation of players, which has led to investment by entities from other I
sectors. The ongoing consolidation also presents an opportunity to global players to enter the Indian I
market.

*PLI short-listed companies are expected to invest US$ 1.2 billion (Rs. 10,000 crore) in specialty steel¬
making next year and nearly US$ 1.9 billion (Rs. 16,000 crore) by FY24-end.

I*In February 2024, The government has implemented various measures to promote self-reliance in the
steel industry.

*Under the Union Budget 2023-24, the government allocated Rs. 70.15 crore (US$ 8.6 million) to the
Ministry of Steel.

I*In April-December 2024, crude steel production in India stood at 110.99 MT.

*Easy availability of low-cost manpower and presence of abundant iron ore reserves make India I
competitive in the global set up.

2. SHARE CAPITAL AND PREFERENTIAL ISSUE

A. Cancellation and Reclassification of Share Capital

During the year under review, the Company has cancelled and reclassified the unissued 3,47,88,601 (Three Crore Forty-Seven
Lakh Eighty Eight Thousand Six Hundred and One) Preference Shares having face value of INR 10/- (Indian Rupees Ten only)
each, aggregating to INR 34,78,86,010/- (Indian Rupees Thirty Four Crore Seventy Eight Lakh Eighty Six Thousand and Ten
Only) into 3,47,88,601 (Three Crore Forty Seven Lakh Eighty Eight Thousand Six Hundred and One) Equity Shares having face
value of INR 10/- (Indian Rupees Ten only) each, aggregating to INR 34,78,86,010/- (Indian Rupees Thirty-Four Crore Seventy
Eight Lakh Eighty Six Thousand and Ten Only), vide the approval of members in the Annual General Meeting dated September
30, 2024.

The revised Authorized Capital of the Company consequent to the above cancellation and reclassification is:

INR 1,31,64,81,470/- (Indian Rupees One Hundred Thirty-One Crore Sixty-Four Lakh Eighty-One Thousand Four Hundred and
Seventy only) divided into 12,12,40,000 (Twelve Crore Twelve Lakh and Forty Thousand) Equity Shares of INR 10/- (Indian
Rupees Ten only) each aggregating to INR 1,21,24,00,000 (Indian Rupees One Hundred and Twenty One Crore Twenty Four
Lakh only) and 1,04,08,147 (One Crore Four Lakh Eight Thousand One Hundred and Forty Seven Only) Preference Shares of
INR 10/- (Indian Rupees Ten only) each aggregating to INR 10,40,81,470/- (Indian Rupees Ten Crore Forty Lakh Eighty-One
Thousand Four Hundred and Seventy only).

B. Allotment of Equity Shares pursuant to conversion of Optionally Convertible Redeemable Preference Shares (‘OCRPS’)

The Board of Directors in its meeting held on March 24, 2025 approved the allotment of 13,00,001 (Thirteen Lakh and One)
Equity Shares of Face Value of INR 10/- each (Indian Rupees Ten only) pursuant to conversion of 15,05,265 (Fifteen Lakh Five
Thousand Two Hundred and Sixty Five) 1% OCRPS issued on February 22, 2024 at a conversion price of INR 55/- (Indian
Rupees Fifty Five Only) per Equity Share i.e., on premium of INR 45/- (Indian Rupees Forty Five Only) per Equity Share to
M/s PCR Holdings Private Limited (Formerly known as M/s Archit Securities Private Limited), belonging to Promoter and
Promoter Group category of the Company by way of Preferential Allotment on Private Placement basis. Trading approval of
aforesaid 13,00,001 (Thirteen Lakh and One) Equity Shares of INR10/- (Indian Rupees Ten only) each was granted by the BSE
Limited effective from June 24, 2025.

Consequent to the said allotment, the paid up Equity Share Capital of the Company stands increased to INR 86,36,30,040 (Indian
Rupees Eighty Six Crore Thirty Six Lakh Thirty Thousand Forty only) divided into 8,63,63,004 (Eight Crore Sixty Three Lakh
Sixty Three Thousand Four) Equity Shares of Face Value of INR 10/- (Indian Rupees Ten only) each.

Total Paid up Share capital of the Company as on March 31, 2025 is divided into 8,63,63,004 (Eight Crore Sixty Three Lakh
Sixty Three Thousand Four) Equity Shares of Face Value of INR 10/- (Indian Rupees Ten only) each and 88,94,000 (Eighty
Eight Lakh Ninety Four Thousand) 1% Redeemable Preference Shares (RPS) of Face Value of INR 10/- (Indian Rupees Ten
only) each

Except as stated herein, there was no other change in the share capital of the Company.

3. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT AS REQUIRED
UNDER REGULATION 32 (7A) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015

The funds raised through issuance of Equity Shares to non-promoters on private placement basis, have been utilized as per the
objects / purpose of such issue as stated in the Explanatory statement of the Notice of Extra Ordinary General Meeting (“EGM”)
of the Company held on February 10, 2024 read with the Reports issued by ICRA Limited, the Monitoring Agency, during the
reporting period. As per the aforesaid Report, the cost allocated to different item heads such as payment of outstanding liabilities,
capital expenditure, working capital purpose, has been revised within permissible limits as mentioned in the said EGM notice.
Further, the utilization of the issuance proceeds is in line with the objects of the issue and there is no deviation or variation
therefrom.

The Reports issued by the Monitoring Agency during the reporting period, also mentions that a part of the funds (forming part of
the said Report) originally raised in the form of Redeemable Preference Shares (“RPS”) were first intended to be converted into
Optionally Converted Redeemable Preference Shares (“OCRPS”) and then subsequently to be converted into Equity Shares.
However, there was no actual infusion of funds during the period under review.

As on March 31, 2025, 3,63,02,748 OCRPS have been fully converted into 1,94,84,371 Equity Shares.

The details of amount as per object of issue and utilization of proceeds as on March 31, 2025 as confirmed by the report issued
by TOR A Limited is as under''

S.N.	Item Head	Total estimated amount to be Utilized as per Offer Document / explanatory statement of EGM Notice [Rs. in Lakh]	Amount Utilized [Rs. in Lakh] *
1	Payment of Outstanding Liabilities including Debt	4000.00	4400.00
2	Capital Expenditure	971.40	906.00
3	Working Capital purpose	6500.00	6151.00
4	Conversion of Redeemable Preference Shares into OCRPS & consequently into Equity Shares	10716.40	10716.40
	TOTAL	22187.80	22173.40

* The utilization is within the permissible limit of deviation as approved in the E.G.M. and the unutilized amount was kept in
a separate Bank Account.

Further, the details of amount as per Object of Issue and utilization of proceeds as on June 30, 2025, as confirmed by the Report
Issued by TCRA Limited are as under:

S.N.	Item Head	Total estimated amount to be utilized as per Offer Document / explanatory statement of EGM Notice [Rs. in Lakh]	Amount Utilized [Rs. in Lakh] *
1	Payment of Outstanding Liabilities including Debt	4000.00	4400.00
2	Capital Expenditure	971.40	920.40
3	Working Capital purpose	6500.00	6151.00
4	Conversion of Redeemable Preference Shares into OCRPS & consequently into Equity Shares	10716.40	10716.40
	TOTAL	22187.80	22187.80

* The utilization is within the permissible limit of deviation

4. DIVIDEND

During the financial year under review, the Board has not recommended any dividend.

5. AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES

During the financial year under review, the Company has not proposed to transfer any amount to the reserves.

6. MATERIAL CHANGES AND FINANCIAL COMMITMENTS.

Apart from the information provided/disclosures made elsewhere in this Report including Annexures thereof, there are no material
changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year
of the Company i.e. March 31, 2025 to which this financial statement relates and till date of this Report.

7. SUBSIDIARY/ JOINT VENTURE AND ASSOCIATE COMPANY

The Company did not have any subsidiary, associate, or joint venture company. Further, no companies has become or ceased to
be the Subsidiary, joint venture or associate company of the Company during the year under review. Therefore, the report on
Performance and Financial Position of subsidiary, associate, or joint venture company do not apply to the Company.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

No Loans / Guarantees / Security was provided and no investment was made by the Company during the reporting period, in
terms with Section 186 of the Companies Act, 2013 (‘Act’).

9. CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

During the period under review, Section 135 of the Act read with applicable Rules framed thereunder is not applicable to the
Company and accordingly, no CSR Committee has been constituted by the Board.

Even though the provisions of Act, regarding CSR are not attracted to the Company and no Policy on CSR has been adopted vy
the Company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy
voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the
community with those of the Company itself in an environment of partnership for inclusive development.

10. RISK MANAGEMENT POLICY

The Company has duly approved a Risk Management Policy. The Company has an effective risk management procedure, which
is governed at the highest level by the Board of Directors, covering the process of identifying internal and external risks
specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, ESG related
risks), information, cyber security risks or any other risk as may be determined by the Board of Directors of the Company,
assessing, mitigating, reporting and review of critical risks impacting the achievement of Company’s objectives or threaten its
existence.

The Company follows a 4 (four) steps Risk Management framework which includes identification of the risk to which Company
is exposed to (basis relevance, type, source, impact, severity, probability and function) as a first step, risk assessment (each risk
assessed to have a primary and secondary owner) as a second step, mitigation plan as third step and monitoring as the fourth and
the last step. The major risks identified by the businesses and functions are systematically addressed through mitigating actions
on a continuing basis.

11. NOMINATION AND REMMUNERATION POLICY

The Nomination and Remuneration Policy (“NRC Policy”) has been developed in accordance with Section 178 of the Act and
Regulation 19 of the Listing Regulations. It establishes a structured framework for the nomination, evaluation, and remuneration
of the Company’s Directors and Senior Management Personnel of the Company. The core objective of the NRC Policy is to
attract, retain, and reward most qualified and skilled talent capable of driving long-term growth and success of the Company.

During the financial year under review, changes were made to the NRC Policy. The NRC Policy can be accessed at the website
of the company viz, www.rathisteelandpower.com.

Information regarding the composition of the Board and its Committees, Director tenures, and other relevant disclosures is
available in the Corporate Governance Report, which forms an integral part of this Annual Report. We confirm that all
remuneration paid to Directors complies with the provisions of the NRC Policy.

12. INTERNAL FINANCIAL CONTROLS

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

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

The Board has appointed M/s Y.P. Arya & Company, Chartered Accountants having FRN 008298N as Internal Auditor of the
Company for the financial year 2024-25.

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

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

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistleblower Policy and Vigil Mechanism as per section 177(9) of the Act read with Rule 7 of the
Companies (Meeting of Board and its Powers) Rules 2014 and Regulations 4(2) and 22 of SEBI (Listing Obligation and
Disclosure Requirements) regulations 2015, to provide a formal mechanism to the Directors, employees and its stakeholders to
report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct and
other policies adopted by the Company. Protected disclosures can be made by a whistleblower through several channels. The
policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access
to the Audit Committee. This Policy can be accessed at the website of the company viz, www.rathisteelandpower.com.

14. RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the Company in accordance with provisions of Section 188
of the Act. Further, there were no material related party transactions (which are not at arm’s length) in pursuance of Section
188 of the Act read with applicable Rules framed thereunder and Regulation 23 of Listing Regulations. Hence, disclosure under
the prescribed form AOC-2 in terms of Section 134 of the Act is not required.

There are no materially significant related party transactions made by the Company which may have a potential conflict with the
interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website and can be accessed
at www.rathisteelandpower.com. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company
except as mentioned in the notes to accounts attached to the Annual Report.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following changes took place during the period under review and till the date of this report:

(a) Mr. Rajesh Khurana (DIN: 11015277) was appointed as the Additional Director designated as Executive Director (Whole
Time Director)- Business Development, liable to retire by rotation and Key Managerial Personnel of the Company for a term
of 5 years with effect from March 25, 2025 who held the office as such till the shareholder’s approval. The Shareholders vide
its resolution passed through Postal Ballot on June 15, 2025, approved the appointment of Mr. Rajesh Khurana as Executive
Director (Whole Time Director)- Business Development, liable to retire by rotation, for a term of 5 years with effect from
March 25, 2025.

(b) Mr. Abhishek Verma (DIN: 08104325) was re-designated as Executive Director (Whole Time Director), liable to retire by
rotation and Key Managerial Personnel of the Company for a term of 5 years with effect from March 25, 2025, subject to the
approval of the shareholders. The Shareholders vide its resolution passed through Postal Ballot on June 15, 2025, approved
the redesignation of Mr. Abhishek Verma as Executive Director (Whole Time Director), liable to retire by rotation for a term
of 5 years with effect from March 25, 2025.

(c) Mr. Arpan Kumar Atrey (DIN: 11023021) was appointed as the Additional Non-Executive Director designated as
Independent Director of the Company, not liable to retire by rotation, for a term of 5 years with effect from March 29, 2025,
who held the office as such till the shareholder’s approval. The Shareholders vide its resolution passed through Postal Ballot
on June 15, 2025, approved the appointment of Mr. Arpan Kumar Atrey as Independent Director of the Company, not liable
to retire by rotation, for a term of 5 years with effect from March 29, 2025.

(d) Ms. Sangeeta Pandey (DIN: 08213476) resigned as the Independent Director of the Company, with effect from close of
business hours on March 29, 2025, due to other commitments and personal reasons as mentioned in the resignation letter and
also confirmed that there is no other material reason for her resignation other than stated in the resignation letter.

(e) Mr. Mahesh Pareek (DIN: 00174146) was appointed as the Additional Director designated as Managing Director of the
Company, not liable to retire by rotation and Key Managerial Personnel of the Company for a term of 5 years with effect
from May 9, 2025, who held the office as such till the shareholder’s approval. The Shareholders vide its resolution passed

through Postal Ballot on June 15, 2025, approved the appointment of Mr. Mahesh Pareek Managing Director of the Company,
not liable to retire by rotation and Key Managerial Personnel of the Company for a term of 5 years with effect from May 9,
2025.

(f) Ms. Surbhi Pareek (DIN: 10231959) was re-designated as Non-Executive cum Non-Independent Director, liable to retire
by rotation, with effect from May 9, 2025, subject to approval of the shareholders on account of change in independence
status. The Shareholders vide its resolution passed through Postal Ballot on June 15, 2025, approved the redesignation of Ms.
Surbhi Pareek as Non-Executive cum Non-Independent Director, liable to retire by rotation, with effect from May 9, 2025.

(g) Mr. Prem Narain Varshney (DIN: 00012709) resigned from the position of Managing Director of the Company effective
from close of business hours on May 9, 2025 due to health and medical issues as mentioned in his resignation letter and also
confirmed that there is no other material reason for his resignation other than stated in the resignation letter.

Declaration by Independent Directors

The Independent Directors hold office for their respective term and are not liable to retire by rotation. The Company has received
declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as
prescribed both under the Act and Listing Regulations and that they are not aware of any circumstance or situation, which exists
or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent
judgment and without any external influence as required under Regulation 25 of the Listing Regulations. Further, in pursuance
of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, Independent Directors of the Company
have duly confirmed renewal of their respective registration with the Indian Institute of Corporate Affairs (IICA) database.

Further, in the opinion of the Board, the Independent Directors of the Company possess the requisite expertise and experience
(including the proficiency) and are persons of high integrity and repute.

Key Managerial Personnel (KMP)

The Company has following whole time Key Managerial Personnel as on the date of this Report:

a) Mr. Abhishek Verma - Whole Time Director effective from March 25, 2025

b) Mr. Mahesh Pareek- Managing Director effective from May 9, 2025

c) Mr. Rajesh Khurana- Executive Director (Whole Time Director)- Business Development, effective from March 25, 2025

Shri Rakesh Kumar ceased as Chief Financial Officer of the Company effective from December 6, 2024 due to his sudden demise.

Ms. Shobhita Singh resigned as Company Secretary of the Company effective from June 24, 2025 and Ms Namita Lal Madan
has been appointed joined as the Company secretary cum compliance officer of the Company Effective from August 01, 2025

Mr. Rajeev Kumar was appointed as Chief Financial Officer of the Company effective from February 14, 2025 and further, he
resigned from such post effective from August 4, 2025.

16. BOARD EVALUATION

Pursuant to the provisions of the Act and the corporate governance requirements prescribed under the Listing Regulations, the
Board has carried out the annual performance evaluation of its own performance, and that of its Committees and Individual
Directors in accordance with the Policy for Performance Evaluation adopted by the Company.

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

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

Evaluation of Independent Director was carried out by the entire Board of Directors of the Company except the Director getting
evaluated.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole
and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive
Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the
feedback received from the Directors on the performance of the Board, its Committees and Individual Directors were also
discussed. The Board was satisfied with outcome of the overall performance evaluation.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work
performed by the internal, statutory, cost and secretarial auditors and external consultant(s), including audit of internal financial
controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board
Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were
adequate and effective during the financial year 2024-25.

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

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

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial
year and of the profit of the Company for that period;

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

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

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

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

18. DEPOSITS

During the reporting period, the Company has not accepted or renewed or defaulted in repayment of any deposit within the purview
of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014. Further, no amount remained
unpaid/ unclaimed as at the end of the financial year ended March 31, 2025. Hence, the requirement for furnishing of details
relating to deposits covered under Chapter V of the Act or the details of deposits not in compliance with Chapter V of the Act, are
not applicable.

19. COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with the applicable provisions of the Secretarial Standard-1
and Secretarial Standard-2 issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate
Affairs.

20. VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT

During the financial year under review, disclosure w.r.t. 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.

21. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORTS

Pursuant to Regulation 34 of Listing Regulations, the Management Discussion and Analysis and the Corporate Governance
Report are presented in a separate section forming part of the Annual Report.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

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

23. COST RECORDS

The cost records as specified under sub-section (1) of 148 of the Act is required to be maintained by the Company and accordingly
such accounts and records are made and maintained for the financial year 2024-25.

24. AUDITORS

I. Statutory Auditors and their report:

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s M. Lal &
Company, Chartered Accountants, (Firm Registration Number: 016069C) were appointed as Statutory Auditors of the Company
for a period of 5 years to hold office as such i.e., till the conclusion of Annual General Meeting to be held in year 2027.

Further, they have confirmed that:

a. their appointment is within the limit prescribed under the Section 141 of the Act;

b. they are not disqualified from continuing as Statutory Auditors under the Section 141 of the Act; and

c. they hold a valid certificate issued by the peer review board of the Institute of Chartered Accountants of India.

The observations made by the Statutory Auditor in the Auditors’ Report on the audited financial statements of the Company for
the Financial Year 2024-25 are self-explanatory and therefore do not call for any further comments. The said report does not
contain any adverse remark, qualification, reservation or disclaimer.

II. Cost Auditors and Cost Audit report:

Pursuant to the provisions of Section 148 and all other applicable provisions of the Act read with the Companies (Cost Records
and Audit) Rules, 2014 and Companies (Audit and Auditors) Rules, 2014, M/s R. M. Bansal & Co., Cost Accountants (Firm''s
Registration No. 000022) were appointed as Cost Auditors to conduct the audit of cost records of your Company for the FY 2024¬

25.

The Board has re-appointed M/s R. M. Bansal & Co., Cost Accountants, Cost Accountants (Firm''s Registration No. 000022) as
the Cost Auditors to conduct the audit of cost records of your Company for the financial year 2025-26 at a remuneration of INR
50,000/- (Indian Rupees Fifty Thousand Only) p.a. excluding out of pocket expenses and taxes as applicable. As per the provisions
of the Act read with applicable Rules framed thereunder, the remuneration of the Cost Auditor shall be ratified by the shareholders
of the Company. The matter for ratification of remuneration of the Cost Auditor appointed for the financial year 205-26 shall be
placed before the shareholders at the ensuing Annual General Meeting.

III. Secretarial Audit

In terms of Section 204 of the Act and Rules made there under, Mr. Sameer Kishore Bhatnagar, Practicing Company Secretaries
(M. No. 30997, CoP No. 13115, Peer Review No. 5256/2023) was appointed as Secretarial Auditor of the Company for the
Financial Year 2024-25. The report of the Secretarial Auditors for the Financial Year 2024-25 is enclosed as Annexure-2 to this
Report. The report is self-explanatory and does not contain any qualification or reservation or adverse remark or disclaimer.

Pursuant to Regulation 24A of the Listing Regulations read with Section 204 of the Act and applicable Rules framed thereunder,
the Board Recommends to appoint Mr. Sameer Kishore Bhatnagar, Practicing Company Secretaries (M. No. 30997, CoP No.
13115, Peer Review No. 5256/2023) as Secretarial Auditor of the Company for a term of five (5) consecutive years commencing
from the Financial Year 2025-26 to the financial year 2029-30 .

IV. Internal Auditors

The Board of Directors on recommendation of the Audit Committee had appointed M/s Y P Arya & Company Chartered
Accountants having Firm Registration Number 008298N as Internal Auditor of the Company for the financial year 2024-25.

The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The Internal Audit
Reports along with implementation and recommendations contained therein are periodically reviewed by Audit Committee of the
Board.

25. BOARD MEETINGS

During the financial year under review, the Board met 16 (Sixteen) times. The maximum interval between any two meetings of
the Board did not exceed 120 days. Details of the meetings of the Board along with the attendance of the Directors therein have
been disclosed in the Corporate Governance Report forming part of this Annual Report.

26. COMMITTEES OF THE BOARD

As on financial year ended on March 31, 2025, the Board has the following three (3) Committees constituted in compliance with
the applicable provisions of the Act and Listing Regulations :

• Audit Committee;

• Nomination and Remuneration Committee; and

• Stakeholders’ Relationship Committee

A detailed note on the composition of the committees and other mandatory details is provided in the Corporate Governance Report
forming part of this Annual Report.

27. PARTICULARS OF EMPLOYEES

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 provided in the prescribed format and
annexed herewith as Annexure- 3 to this Report.

The statement containing particulars of employees 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, forms part of this Annual Report. Further,
the Report is being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, any member
interested in obtaining a copy thereof may write to the Company Secretary and Compliance Officer of the Company at
[e-mail].

Number of employees as on the closure of financial year 2024-25

> Female ; 10

> Male ; 248

> Transgender; NIL

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status
and Company’s operations in future.

29. ANNUAL RETURN

The annual return of the Company as on the financial year ended on March 31, 2025 in terms of Section 92 and Section 134 of
the Act is available on the website of the Company at www.rathisteelandpower.com.

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

The Company has zero tolerance towards sexual harassment at the workplace. The Company 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 Act”) and the Rules made thereunder.

In light with the provisions the POSH Act, the Company has duly constituted Internal Complaints Committee (“IC”). IC is in place
for all works and offices of the Company to redress complaints received regarding sexual harassment.

Further, the details of complaints/cases under the POSH Act as on March 31, 2025 are as follows:

Particulars	Number of Complaints
Number of complaints filed during the financial year	0
Number of complaints disposed of during the financial year	0
Number of complaints pending as at the end of the financial year	0
number of cases pending for more than ninety days during the financial year	0

31. DISCLOSURE WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT, 1961

The Company is committed to ensuring a safe, supportive, and inclusive workplace for all women employees. All eligible women
employees have been extended the benefits under the said Maternity Benefit Act, 1961, including maternity leave, nursing breaks,
and other statutory entitlements as prescribed. The Company has duly complied with the provisions of the Maternity Benefit Act,
1961, as amended from time to time.

32. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the financial year under review, pursuant to Section 143(12) of the Act, M/s M. Lal and Company, Chartered Accountants,
Statutory Auditors, Mr. Sameer Kishore Bhatnagar, Secretarial Auditors and M/s R. M. Bansal & Co., Cost Accountants, Cost
Auditor have not reported any instance of fraud committed in the Company by its officers or employees to the audit committee.

33. ACKNOWLEDGEMENTS

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

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

34. CAUTIONARY STATEMENT

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

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

By Order of the Board
For Rathi Steel and Power Limited

Sd/- Sd/-

Abhishek Verma Mahesh Pareek

Date: 03-09-2025 Director Managing Director

Place: New Delhi DIN: 08104325 DIN: 00174146

---

Mar 31, 2024

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

1. FINANCIAL RESULTS:

PARTICULARS	CURRENT YEAR	PREVIOUS YEAR
	(RS. IN LACS)	(RS. IN LACS)
Total Revenue	49628.32	72756.98
EBITDA (before Exceptional / Extraordinary Items)	2424.91	3268.17
Interest / Finance Charges	1173.57	1210.31
Depreciation	874.29	832.52
Exceptional / Extraordinary Items	1983.65	7521.82
Profit Before Tax(PBT)	2360.70	8747.17
Tax adjusted for earlier year(s)	7.30	24.89
Profit after Tax (PAT)	2353.40	8722.28
Dividend	NIL	NIL

2. OPERATIONAL REVIEW:

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

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

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

3. SHARE CAPITAL AND PREFERENTIAL ISSUE

A Increase and Alteration in Authorised Share Capital Structure

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

II. Preferential Issue to Non-Promoter Category

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

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

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

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

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

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

D. Present Paid up capital of Company

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

E. Listing of fresh shares issued / allottedfresh equity shares

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

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

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

S.N.	Item Head	Amount Raised	Amount Utilized
		[Rs. Crore]	[Rs. Crore]
1	Payment of Outstanding Liabilities including Debt	44.00	44.00
2	Capital Expenditure	9.20	4.84
3	Working Capital purpose	61.51	61.51
4	Conversion of RPS intoOCRPS & consequently into Equity Shares	107.16	107.16
	TOTAL	221.878	217.515
* The unutilized amount has been kept in a separate Bank Account.

5. DIVIDEND

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

6. ISO CERTIFICATION

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

7. INSURANCE

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

8. ECONOMIC SCENARIO AND OUTLOOK

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

Future capital spending of the government in the economy is expected to be supported by factors such as tax buoyancy, the streamlined tax system with low rates, a thorough assessment and rationalisation of the tariff structure, and the digitization of tax filing. In the medium run, increased capital spending on infrastructure and asset-building projects is set to increase growth multipliers. The contract-based services sector has largely demonstrated promise to boost growth by unleashing the pent-up demand. The sector''s success is being captured by a number of HFIs (High-Frequency Indicators) that are performing well, indicating the beginnings of a comeback.

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

INDIA STEEL INDUSTRY

Steel Production

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

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

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

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

OUTLOOK:

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

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

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

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

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

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

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

9. REVIVAL/SETTLEMENT/RESTRIJCTURING WITH LENDERS

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

10. MATERIAL CHANGES AND FINANCIAL COMMITMENTS.

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

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

12. CORPORATE SOCIAL RESPONSIBILITY

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

13. RISK MANAGEMENT POLICY

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

14. INTERNAL FINANCIAL CONTROLS

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

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

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

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

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

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

16. RELATED PARTY TRANSACTIONS

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

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

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

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

Appointment/Re-appointment

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

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

Independent Directors

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

Key Managerial Personnel (KMP)

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

BOARD EVALUATION

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

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

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

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

18. DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

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

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

19. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORTS

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

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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

21. AUDITORS

I. Statutory Auditors and their report:

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

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

II. Cost Auditors and Cost Audit report:

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

III. Secretarial Audit

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

IV. Internal Auditors

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

22. DISCLOSURES

i. Details of Board meetings

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

ii. Composition of Audit Committee:

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

iii. Listing Regulations

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

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

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

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

iv. Particulars of Employees

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

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

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

24. EXTRACT OF ANNUAL RETURN

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

25. GREEN INITIATIVE

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

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

26. ACKNOWLEDGEMENTS

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

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

27. CAUTIONARY STATEMENT

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

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

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Mar 31, 2023

The Directors have pleasure in presenting the 52^nd Annual Report together with the Audited Statement of Accounts of Rathi Steel & Power Limited for the year ended 31^st March, 2023.

1. FINANCIAL RESULTS:

	CURRENT YEAR (RS. IN LACS)	PREVIOUS YEAR (RS. IN LACS)
Total Revenue	72756.98	54577.56
EBITDA (before Exceptional / Extraordinary Items)	3268.17	3120.08
Interest / Finance Charges	1210.31	1311.15
Depreciation	832.51	1346.44
Exceptional / Extraordinary Items	7521.82	4111.35
Profit Before Tax(PBT)	8747.17	(3648.86)
Tax adjusted for earlier year(s)	24.89	0.00
Profit after Tax (PAT)	8722.28	(3648.86)
Dividend	NIL	NIL

2. OPERATIONAL REVIEW:

During the year under review, the Company has achieved revenue from operation of Rs. 72,654.65 Lacs as against previous year of Rs. 54,577.56 Lacs. Company has achieved EBIDTA of Rs. 3,268.17 Lacs as against previous year of Rs. 3,120.08 Lacs. Company expects to do better if there is an improvement in overall industrial scenario.

3. DIVIDEND

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

4. ECONOMIC SCENARIO AND OUTLOOK GLOBAL SCENARIO

The World Steel Association (worldsteel) has released its Short Range Outlook (SRO) steel demand forecast for 2023 and 2024. Worldsteel forecasts that this year, demand will see a 2.3% rebound to reach 1,822.3 Mt. Steel demand is forecast to grow by 1.7% in 2024 to reach 1,854.0 Mt. Manufacturing is expected to lead the recovery, but high interest rates will continue to weigh on steel demand. Next year, growth is expected to accelerate in most regions, but deceleration is expected in China.

Global steel demand seen growing 1.7% in 2024 - association

Global steel demand is expected to grow by 1.7% in 2024 following a forecast 2.3% rebound in consumption this year mainly due to a recovery in manufacturing activity, an executive from the World Steel Association (WSA) said on Tuesday.

In the long run, the Association of Southeast Asian Nations (ASEAN) is expected to see a doubling in steel demand by 2035 from 80 million tonnes currently, Frank Zhong, the association’s deputy director general told an industry conference.

Source: https://www.reuters.com/article/zlobal-steel-idINLlN37K03D

Global steel demand seen rising 2.3% in 2023,1.7% in 2024

India remains a bright spot in the sector as govt spending on infrastructure is strong, says World Steel Association

Demand for steel worldwide will witness a 2.3 per cent growth in 2023 and 1.7 per cent in 2024, the World Steel Association (worldsteel), a body with membership of every steel producing country, has said.

In its short range outlook released earlier this week, worldsteel said the demand will increase to 1,822 million tonnes (mt) in 2023 and 1,854 mt in 2024. The association pegged 2022 crude steel at 1,831.5 mt, down 4.3 per cent compared with 2021.

“Manufacturing is expected to lead the recovery, but high interest rates will continue to weigh on steel demand. Next year, growth is expected to accelerate in most regions, but deceleration is expected in China,” worldsteel said.

INDIAN SCENARIO

Steel industry outlook: Growth prospects of the Indian steel sector in 2023

Let us first look at what’s driving the demand for steel metal in India. According to predictions by the World Steel Association, the steel industry growth rate is estimated to be around 6.7% in 2023. After a slack period following the pandemic, the sector was able to revive in 2021-22 with global demand for steel rising.

The growth prospects and steel industry outlook in India is favourable. Recent changes in export taxes and import duties on steel, complemented by the rising demand for affordable housing, infrastructure development and construction projects, has led to a pan-India need for steel metal. Moreover, the government’s initiative to make India self-sufficient has made room for sustainable urban development, construction of proposed logistics parks and industrial corridors - all adding to the meteoric demand for finished steel and steel as a raw material.

The iron and steel industry naturally will play a dominant role in bringing progress. In the next section, let us take a look at what are the growth prospects of the steel sector, the present outlook and future prospects of steel in India, and the multiple factors supporting and contributing to it.

Budget 2023-24: Announcements for the steel sector

Every year, all eyes are on the Budget announcement for news on monetary incentives, rebates, funds allocation and more for the development of different sectors and businesses.

In Budget 2023-34, though there were no specific funds for driving growth of the steel sector, there are several opportunities present in other industries that would directly boost the steel industry outlook.

• Railways: The government’s initiative to redevelop 50 existing railway stations and the plan to provide a capital of ?2.4 lakh crore to Railways is likely to scale the need for steel.

• Logistics: An investment of ?75,000 crore is planned for 100 critical transportation infrastructure projects that will connect ports, coal, steel, fertiliser, and food grain sectors across the first- and last-mile delivery network. This is expected to improve connectivity and transportation services across major points, in turn leading to a rise in demand for steel.

• City development: Urban planning development projects will be undertaken to transform cities into sustainable cities. With the proposed 410.000 crore annual fund, the goal is to ramp up infrastructure development, especially in Tier II and Tier III cities. This is likely to witness a growth in steel demand, especially for steel girders in infrastructure and TMT steel bars in construction among others.

(Source: Outlook, March 2023)

Steel pricing in India

An overview of steel pricing will show how steel metal has always had its demand in India. However, in the last few months, especially following the global economic crisis caused by the pandemic, the price of steel in India has been dynamic. In February 2023, there was a 5% increase in steel prices in India.

Multiple factors, including rise of raw material prices (especially iron ore and coking coal) and rise in infrastructural and engineering projects, has impacted daily steel price. It is however predicted that steel prices will be above the pre-pandemic rates, i.e., tOO.OOO per tonne by March 2023.

5. REVIVAL/SETTLEMENT/RESTRUCTURING WITH LENDERS

In the FY 20-21 Company has entered into settlement agreement with lenders for majority of its debt. Thereafter in the FY 2122 debt level was further brought down through sale of Orissa unit. In the interest of all its stakeholders and for long term revival of the Company, efforts are being made to further bring down the debt to sustainable level. With continuous efforts during the FY 22-23,Company has entered into settlement/successfully implemented the settlement with banks .

Company is making all efforts to further bring down the debt in the interest of all stakeholders.

6. MATERIAL CHANGES AND FINANCIAL COMMITMENTS.

Apart from the information provided/disclosures made elsewhere in the Directors’ Report including Annexures thereof, there are no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year of the Company i.e. 31st March, 2023 to which this financial statement relates and till date of this Report.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

8. CORPORATE SOCIAL RESPONSIBILITY

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

9. RISK MANAGEMENT POLICY

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

10. INTERNAL FINANCIAL CONTROLS

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

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

11. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistleblower Policy and Vigil Mechanism to provide a formal mechanism to the Directors, employees and its stakeholders to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. Protected disclosures can be made by a whistleblower through several channels. The policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

12. RELATED PARTY TRANSACTIONS

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

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

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL DirectorsAppointment/Re-appointment

There was no new appointment during the Financial year 2022-23. However, Ms. Sonika Sharma (DIN 10192265) and Ms. Surbhi Pareek (DIN 10231959) joined the Board as Non-Executive Independent Directors w.e.f. 10.07.2023.

Moreover, Mr. Abhishek Verma whose term of 5 years expires as Independent Director has been re-designated as NonExecutive Director and Chairman of the Company

Independent Directors

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

Key Managerial Personnel (KMP)

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

BOARD EVALUATION

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

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

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

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

14. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant!''s). including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the FY 2022-23.

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

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

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

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

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

15. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORTS

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

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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

16. AUDITORS

I. Statutory Auditors and their report:

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

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

II. Cost Auditors and Cost Audit report:

In view of the provisions of Section 148 and all other applicable provisions of the Act read with the Companies (Audit and Auditors) Rules, 2014, R. M. Bansal & Co., Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your Company for the FY 2023-24. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM. The Company is properly maintaining the records for the purpose of Cost Audit as per the provisions of the Companies Act, 2013.

III. Secretarial Audit

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

IV. Internal Auditors

There was no change in the Internal Auditor of the Company during the Financial Year ending March 31, 2023. Internal Auditors has performed their duties and their report is reviewed by the audit committee from time to time. Company has appointed M/s Y.P. Arya and Company, Chartered Accountants (FKN 008298 N) as Internal Auditors for the Financial Year 2023-24.

17. DISCLOSURES

i. Details of Board meetings

During the year, 10 (Ten) Board meetings were held and the details of which are provided in the Corporate Governance Report.

ii. Composition of Audit Committee:

The Audit Committee comprises 3 (three) Members out of which two are Independent Directors. During the year, 4 (Four) Audit Committee meetings were held and the details of which are provided in the Corporate Governance Report.

Listing Regulations

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

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

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

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

Particulars of Employees

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

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

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

A detailed note on ongoing litigations/court orders has been provided in the notes to account.

19. EXTRACT OF ANNUAL RETURN

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

20. GREEN INITIATIVE

The Company has implemented the “Green Initiative” to enable electronic delivery of notice/documents/annual reports to shareholders. The Annual Report for the FY 2022-23 and Notice of the 52^nd Annual General Meeting are being sent to all members electronically, whose e-mail addresses are registered with the Company/Depository Participant(s).

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions set forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice of this 52“^d AGM.

21. ACKNOWLEDGEMENTS

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

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

22. CAUTIONARY STATEMENT

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

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

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 44th Annual Report together with the Audited Statement of Accounts of your company for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

Particulars Year ended Year ended 31st March 31st March 2015 2014

Sales 66882.35 46553.09

EBITDA 696.68 (4377.42)

Interest 5040.18 4927.90

Depreciation 3186.63 891.68

Profit after Tax (PAT) (8239.23) (7433.67)

Dividend NIL NIL

2. OPERATIONAL REVIEW:

During the year under review, the Company has achieved sales turnover of Rs. 66882.35 lacs against previous year sales of Rs. 46553.09 Lacs. The Company has incurred loss of Rs. 8239.23 lacs against previous year loss of Rs.7433.67 lacs. Company expects to do better if there is an improvement in overall industrial scenario.

3. REFERENCE UNDER SECTION 15 AND OTHER APPLICABLE PROVISIONS OF CHAPTER III OF THE SICK INDUSTRIAL COMPANIES (SPECIAL PROVISIONS) ACT, 1985.

Due to erosion of net worth of the company by more than 50% in the previous accounting year i.e. 12 months period ended on March 31,2014, as per the requirement of Section 23 of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), a reference had been made with the Hon'ble BIFR by within the prescribed time.

Since, during the current 12 months period ended 31 March, 2015, the Company has suffered a net loss of Rs. 8239.23 lacs which has resulted in full erosion of net worth of the company, the company became a "Sick Industrial Company" under Section 3(1)(o) of the aforesaid Act. Consequently, necessary reference/registration is required to be obtained with the Hon'ble BIFR. The necessary recommendation of the Board for approval from the members of the company has been received to comply with the provisions of the SICA.

4. DIVIDEND

No dividend has been recommended.

5. CAPITAL

During the year under review, Company has increased authorized capital by creating 25000000 Redeemable Preference Shares of Rs. 10/- each, resulting into Authorised Capital of Rs.90,00,00,000/- divided 32000000 Equity Share of Rs.10/- each amounting to Rs.32,00,00,000/- and 58000000 redeemable shares of Rs.10/- each amounting to Rs.58,00,00,000/-.

During the year company has issued 12566748 Redeemable Preference Share of Rs.10/- each at a Premium of Rs.20/- per Share amounting to Rs.37,70,02,440/-.

6. DEMERGER PLAN

Orissa unit is an integrated steel manufacturing unit and with the complexities in the land acquisition, particularly of large chunks of land it will be very difficult to acquire land for setting up a new project. It has its own locational advantage in the sense near to raw materials sources, sufficient land and necessary approvals for further expansion.

In order to unlock the values of both the units and outside infusion of funds/sale/PE investment, hiving off/demerger of both the units is absolutely necessary.

Company plans to hive off the Orissa unit into a separate Company. Deliberation are on and decision will be taken after considering all the aspects.

7. Corporate Debt Restructuring

The debts of the Company were restructured under Corporate Debt Restructuring (CDR) mechanism in the year 2013-14. The Scheme has given relief to the Company and provided with the breathing space to further improve operational levels and improve the cash position. Due to delay in implementation of approved restructuring scheme Company could not start operations at Orissa unit nor was the implementation of setting up of rolling mill at Orissa and even its Ghaziabad unit is operating at lower than desired capacity utilization.

Keeping in mind the current business & economic outlook environment, the Company is in fresh discussions/negotiation with the lenders for its business restructuring plans and is in the process of finalizing fresh proposal for re-working of its debt obligations.

8. ECONOMIC SCENARIO AND OUTLOOK

The expected population growth, emerging new applications for steel and more sophisticated steel applications, the global steel market has a potential to grow by between 700 and 1000 million tonnes in the next 50 years. That is equivalent to a market that is 60% larger than that of today. We believe that between now and 2030, global use of steel will increase by as much as 400 million tons annually.

The world market for steel will reach $1.3 trillion in 2015, with production levels to reach 1,694.73 million tonnes whilst consumption will reach 1,545.50 million tonnes. The market has been declining over the past few years as a result of the large oversupply of steel that pressured prices downwards. The global recession that hit the commodities sector hard also contributed to the shrinking growth.

The steel market has been dominated by China, accounting for half of the global market. It is the largest and fastest growing producer and consumer of steel and it will retain its leading position. India, Taiwan, Iran, Japan, Mexico and South Korea are other countries exhibiting strong growth in terms of steel production and consumption. Global steeldemand over the next decade will mainly depend on the emerging economies. However, economic conditions for the global steel industry remain challenging.

The main factors that led to a previously significant increase in demand for steel are new infrastructure developments and the growing needs of the increasing middle class in the developing countries. The construction, automobile, and white goods industries will attract a high demand for steel over the next decade. The construction sector will be the key consumer of steel.

Financial year 2014-15 saw India emerge as a bright spark even as advanced and emerging economics grappled with uncertainty and slower growth. Cyclical macro parameters like inflation, current account deficit have improved during the year due to domestic as well as external factors. However, domestic steel producers witnessed subdued sales as increased imports from China and Russia resulted in sharp cut to steel prices in India over the past six months.

The Indian economy is in the midest of significant structural change and is expected to embark on a sustained economic growth cycle. According to World Bank,India is set to be the world's fastest growing major economy in the financial year 2015-16 at 7.5% and gradually move up to 8% in the next two financial years. However, this economic growth will depend on steady implementation of reforms aimed to improve productivity and competitiveness. Government initiatives like "Make in India" will stimulate manufacturing growth while its focus on infrastructure should revive the investment cycle. This should help India grow while being fiscally prudent.

Indian steel demand is expected to reflect improving macro- economic environment. Steel end use sectors are expected to perform better compared to previous financial year. Infrastructure projects like dedicated freight corridor etc. are gaining momentum and the steady decline in stalled projects coupled with hike in import duty should stimulate steel demand. However, steel prices are expected to remain under pressure from Chinese exports and increased domestic competitiveness.

9. CORPORATE SOCIAL RESPONSIBILITY

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

10. BUSINESS RISK MANAGEMENT

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion.

Therefore, in accordance with clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same

11. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of account and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company www.rathisteelandpower.com.

13. DIRECTORS & COMMITTEES

At the 43rd Annual General Meeting of the company held on 30th September, 2014 the company appointed the existing independent directors Shri S. K. Daga (DIN: 00208058) and Shri Dwarka Das Lakhotia (DIN: 00012380)) as independent directors under the companies Act, 2013 for 5 consecutive years for a term upto the conclusion of the 49th Annual General Meeting.

All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of listing agreement.

In accordance with the provisions of Companies Act, 2013 Shri Pradeep Kumar Rathi (DIN-00012596), Director retires by rotation and being eligible offers himself for re- appointment.

Ms Akanksha Garg was appointed as an Additional Director w.e.f. May 30, 2015 in accordance with the provisions of Section 161 of the Companies Act, 2013 and Article 99 of Article of Association of the Company. Pursuant to Section 161 of the Companies Act, 2013 the above director holds

office up to the date of the ensuing Annual General Meeting. In this regard the Company has received request in writing from a member of the company proposing Ms Akanksha Garg candidature for appointment as Director of the Company.

13.1. BOARD EVALUATION

Pursuant to the provisions of companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

13.2. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

13.3. MEETINGS

During the year twelve Board Meetings and one independent directors' meeting was held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

13.4. AUDIT COMMITTEE

The company is having an audit committee comprising of the following directors:

Name Status Category

Shri Shree Kumar Chairman Non Executive & Daga Independent Director

Shri Dwarka Das Member Non Executive & Lakhotia Independent Director

Shri Prem Narain Member Executive Director Varshney

13.5 NOMINATION AND REMUNERATION COMMITTEE

The company is having a Nomination and Remuneration Committee comprising of the following directors:

Name Status Category

Shri Shree Kumar Chairman Non Executive & Daga Independent Director

Shri Dwarka Das Member Non Executive & Lakhotia Independent Director

Ms Akanksha Member Non-Executive Director Garg

14. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent 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) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

15. RELATED PARTY TRANSACTIONS

None of the transactions with any of related parties were in conflict with the Company's interest. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. All related party transactions are negotiated at an arms-length basis and are in the ordinary course of business. Therefore, the Provisions of Section 188(1) of the Companies Act, 2013 are not applicable. The Related Party Transactions Policy as approved by the Board is uploaded on the Company's website. The details of the transaction with the Related party are provided in the accompanying financial statements.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

A detailed note on ongoing litigations/court orders has been provided in the Notes to account.

17. AUDITORS

17.1. STATUTORY AUDITORS

M/s M. Lal & Co, Chartered Accountants, who are the statutory auditors of the Company, hold office until the conclusion of the ensuing AGM and are eligible for re- appointment. Members of the Company at the AGM held on 30 September, 2014 had approved the appointment of M/s M. Lal & Co as the Statutory Auditors for a period of three financial years I.e., up to 31 March, 2017. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by members each year at the AGM. Accordingly, requisite resolution forms part of the notice convening the AGM.

The Auditors' Report on Financial Statements of the Company for the Financial Year 2014-15 does not contain any qualification.

The observations of Statutory Auditors' and Notes to the Financial Statements are self-explanatory

17.2. COST AUDITORS

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of R. M. Bansal & Co., Cost Accountants as the cost auditors of the Company for the year ending 31 March, 2016, at a remuneration of Rs. 50,000/- plus out of pocket expenses.

R. M. Bansal & Co., Cost Accountants have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years.

17.3. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ranjeet Verma & Associates. (CP No.: 7463, FCS: 6814), Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure 1'.

17.4. INTERNAL AUDITORS

M/s Rajiv S Agarwal & Co. Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

18. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Secretarial Auditor confirming compliance forms an integral part of this Report.

19. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure 2".

20. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure 3".

21. PARTICULARS OF EMPLOYEES

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

The Company has One Executive Director and one Managing Director, no sitting fees have been paid to any director during the year.

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure 4".

22. ACKNOWLEDGEMENTS

The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Central and State Governments, Bankers and others associated with the Company.

Your Directors wish to thank the banks, financial institutions, shareholders and business associates for their continued support and cooperation.

We look forward to receiving the continued patronage from all quarters to become a better and stronger company.

23. CAUTIONARY STATEMENT

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

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

BY order of the Board For Rathi Steel And Power Limited

Sd/- Sd/- Prem Narain Varshney Pradeep Kumar Rathi (Whole Time Director) (Managing Director) DIN:00012709 DIN: 00012596

Place: New Delhi Date: 14/08/2015

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 43rd Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs. In Lacs)

Particulars Year ended Year ended 31st March 31st March 2014 2013

Sales 46553.09 80843.18

EBITDA (4377.42) (8038.40)

Interest 4927.90 5320.88

Depreciation 891.68 2207.40

profit after Tax (PAT) (7433.67) (11004.82)

Dividend NIL NIL



DIVIDEND

Due to heavy losses, Directors regret their inability to declare any dividend.

CAPITAL

During the year the Company reclassified its Authorized Capital by creating 1,80,00,000 redeemable preference shares of Rs 10.00 each out of the then existing 5,00,00,000 equity shares of Rs 10.00 each. It further increased its Authorized capital by creating 1,50,00,000 redeemable preference shares of Rs 10.00 each, resulting into Authorized capital of Rs 65,00,00,000 divided into 3,20,00,000 equity shares of Rs 10 each amounting to Rs. 32,00,00,000 and 3,30,00,000 redeemable preference shares of Rs 10 each amounting to Rs 33,00,00,000.

During the year the Company issued 3,26,30,000 redeemable preference shares of Rs 10.00 each amounting to Rs 32,63,00,000.

PERFORMANCE REVIEW

The Gross sales for the financial year under review were Rs. 465 croreas against Rs.808 Crore for the previous financial year. The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis report.

FUTURE OUTLOOK :

Domestic steel demand to remain muted during FY2012–17 on account of a weak macroeconomic environment. The demand for longs is expected to increase by 19 million ton (MT) at a CAGR of 9 percent and for fats by 16 MT at a CAGR of 8 percent between FY2012 and FY2017. This is due to relatively weaker growth prospects of fats end-user industries (such as automotive and consumer durables) than those for longs.

The growth in the steel market is expected to be muted in the short term on account of poor growth in core consumer sectors such as infrastructure and construction. The demand is expected to rebound in the latter half of 2015 with growth in infrastructure as announced in the Twelfth Five-year Plan. Growth in the automobile and consumer durable sectors will also support demand growth in the long term.

The large steel players and new entrants have announced capacity addition of about 71 MTPA till 2017. Regulatory hurdles and land acquisition challenges remain the largest supply-side constraint for the Indian steel market. Mining bans in Karnataka and Goa and delays in the execution of announced capital projects can further constrain supplies.

With a stable Government in Centre and its thrust on infrastructure development, your company reasonably believes that the turbulent conditions during the year under review, which did not allow potential of the operations to be fully realized, will not be a lasting phenomenon.

CORPORATE DEBT RESTRUCTURING:

In the wake of adverse business environment and severe liquidity crunch, your company had applied for restructuring of its debts. We are happy to inform you that the restructuring proposal has since been approved and implemented by the banks.

PUBLIC DEPOSITS:

The Company has not invited any public deposit during the year. There is no overdue / unclaimed deposit.

DIRECTORS'':

In terms of Article 116 of the Article of Association of the Company Shri Prem Narain Varshney, Director of the company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. He has confirmed that he has not incurred any disQualification under section 164 of the Companies Act, 2013 and is eligible for reappointment as Director of the Company.

The tenure of Shri Prem Narain Varshney Whole time Director of the Company also expired. It is proposed to reappoint him as Whole Time Director. Shri Prem Narain Varshney, aged 62 years and holds Post Graduate degree and associated with company since 1997. He has more than 36 years of experience in the feld of Human Resource Department and has a pivotal role in running the affairs of the Company. The Board of Directors/ Remuneration Committee of the Company at its Meeting held on August 14, 2014 reappointed Shri Prem Narain Varshney as a Whole Time Director for a period of Five (5) years with effect from 01/08/2014. The said reappointment is subject to the approval of the shareholders in general meeting.

Pursuant to section 149 and other applicable provision of the Companies Act, 2013, and as per Clause 49 of the Listing Agreement with stock Exchanges, the Board of Director seeking appointment of Shri S.K Daga and Shri Dwarka Das Lakhotia as Independent director for a term of 5 consecutive years. Details of the proposal for appointment of Shri S.K Daga and Shri Dwarka Das Lakhotia are mentioned in Explanatory statement under section 102 of the Companies Act, 2013.

The tenure of Shri Pradeep Kumar Rathi as Managing Director expired on 31stJuly 2014 and he is eligible to be reappointed as such. He being eligible and offers himself for re-appointment. Shri Pradeep Kumar Rathi is a promoter Director of the Company and associated with company for last 35 years. He is at the helm of the affairs and has a pivotal role in running the affairs of the Company. Hence the Board of Directors/Remuneration committee of the Company (the Board) at its meeting held on 14th August 2014 has, subject to the approval of members, re-appointed Shri Pradeep Kumar Rathi as Managing Director of the Company for a period of 5(five) years from the expiry of his present term.

The Board recommends the re-appointment of aforesaid directors by the shareholders at ensuing AGM.

AUDITORS AND AUDITORS'' REPORT:

M/s M.Lal& Co., Chartered Accountants hold office until the conclusion of the ensuing 43rd Annual General Meeting and are eligible for re-appointment. They have confirmed that their appointment, if made, would be in conformity with the limit prescribed under section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The notes to the accounts referred to in by the Auditors are self explanatory and therefore do not calls for any further comment.

COST AUDITORS:

The Board of Directors had approved the appointments of Messrs R. M. Bansal & Co., Cost Accountants (Kanpur) to conduct the Cost Audit for the year ending on 31st March, 2014.

PARTICULARS OF EMPLOYEE(S):

During the year under review there was no employee falling under the terms of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As required under the provisions narrated under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 the relevant data is attached and forming part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of sub section 217(2AA) of the Companies Act, 1956 the Board of Directors confirms:

(i) That in preparations of the annual accounts for the financial year ended 31.03.2014 the applicable accounting standards had been followed along with proper explanations relating to material departure.

(ii) That the selected accounting policies were applied consistently and judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2014 and of the profit or loss of the company for the year ended on that date.

(iii) That proper and suffcient care has been taken 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.

(iv) That the annual accounts of your company have been prepared on going concern basis.

LISTING OF SHARES:

The Equity shares of the Company are presently listed with Bombay Stock Exchange Limited. The Company has made a request to de list its shares from Delhi Stock Exchange Limited.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "compliance report on corporate governance" has been included in this Annual Report along with a certificate of compliance from the Auditors and forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review, as per clause 49 of the Listing Agreement with the Stock Exchange is presented in a separate section, forming part of Annual Report.

CHIEF FINANCIAL OFFICER:

As per the provision of section 203 (1) of the Companies Act, 2013 Shri Anil Kumar Gupta has been appointed as Chief Financial officer of the Company.

INDUSTRIAL RELATIONS:

The Company enjoys cordial industrial relations with the employees. The Board wishes to place on record its deep sense of appreciation of the contribution made by all the employees in ensuring high level of performance and growth during the year.

ACKNOWLEDGEMENT:

The Board of Directors take this opportunity to express its gratitude and appreciation to the Banks, Central and State Government Authorities, Regulatory Authorities Stock Exchange and the stake holders for the continued cooperation and assistance extended to the Company.

For Rathi Steel And Power Limited Sd/- Sd/- Prem Narain Varshney Pradeep Kumar Rathi Whole Time Director Managing Director DIN: 00012709 DIN: 00012596

Place: New Delhi Date: 14/08/2014

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Mar 31, 2013

The Directors have pleasure in presenting the 42nd Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars Year ended Year ended 31st March 31st March 2013 (Rs. In 2012 (Rs. Lacs) In Lacs)

Sales 80843.18 93665.84

EBITDA (8038.40) 8276.42

Interest 5320.88 5003.43

Depreciation 2207.40 2255.73

Proft before Tax (PBT) (15566.67) 1017.26

Proft after Tax (PAT) (11004.82) 1238.00

Dividend and Dividend Tax NIL NIL



DIVIDEND

Due to heavy losses, Directors regret their inability to declare any dividend.

PERFORMANCE REVIEW

The sales for the fnancial year under review were Rs.808 Crore as against 937 Crore for the previous fnancial year. The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis report.

FUTURE OUTLOOK / PROSPECTS:

The Indian economy has been impacted due to concerns in the developed economies. Unlike the situation post 2008, wherein the Indian economy witnessed considerable resilience to the global economic slowdown, and was able to recover strongly the impact this time is of higher magnitudes due to policy related issues.

Driven by policy log jam, the industrial sector was plagued by a slowdown in demand and consumption in 2012-13. World crude steel production for the 62 countries reporting to the World Steel Association was 132 MT in April 2013, an increase of 1.2% compared to April, 2012 and accounted for more than 98% of world crude steel production. The average capacity utilization ratio in 2012 was 78.8% compared to 80.7% in 2011.

With the steady decline in the domestic economy''s growth rate, the Indian steel industry''s pace of growth slowed down and in terms of all the performance indicators.

A report by Bank of America-Merrill Lynch suggests domestic steel outlook to remains weak with lesser possibility of turnaround in the current fnancial year. Offering a negative outlook, the report blames it on demand slowdown from key industries like construction, auto and infrastructure, keeping margins of steel frms under pressure. A fall in the value of the rupee has further complicated matters for the Reserve Bank to reduce policy rates, creating fear of delaying the process of economic recovery. The report also points out that while demand for steel products remains low; many delayed steel projects are due for commissioning during this fscal leading to overcapacity.

The Indian economy''s outlook for 2013-14 can be viewed as cautiously optimistic. It is expected that the domestic steel industry will continue to be under pressure over the short term. Domestic steel demand is expected to be muted and proft margins in fnancial year 2013-14 to remain broadly similar to the fnancial year 2013-14. This is mainly due to persistent high cost of steel production. Though the Steel demand was low in 2012-13 due to continuing economic crisis, however, spurt in demand is expected in 2014- 15.

The Government of India has planned to invest about Rs.56.32 lakh crore in infrastructure during the 12th Five Year Plan period 2012-17. This will augur well for the industry.

Your company reasonably believes that the turbulent conditions during the year under review, which did not allow the potential of the operations to be fully realized, will not be a lasting phenomenon.

CORPORATE DEBT RESTRUCTURING:

In the wake of adverse business environment and severe liquidity crunch, your Company has applied for restructuring of its debts. The Restructuring proposal has since been admitted in the CDR cell. Final Approval from CDR Empowered Group/CDR Cell is yet to be received.

PUBLIC DEPOSITS:

The Company has not invited any public deposit during the year. There is no overdue / unclaimed deposit.

DIRECTORS'':

In terms of Article 116 of the Articles of Association of the Company Shri Dwarka Das Lakhotia, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. He has confrmed that he has not incurred any disqualifcation under section 274(1) (g) of the Companies Act, 1956 and is eligible for reappointment as Director of the Company.

AUDITORS AND AUDITORS'' REPORT:

M/s M. Lal & Co., Chartered Accountants hold offce until the conclusion of the ensuing 41st Annual General Meeting and are eligible for re-appointment. They have confrmed that their appointment, if made, would be in conformity with the limit prescribed under section 224 (1B) of the Companies Act, 1956. The Auditors'' observation in para 10 of the Annexure to the Auditor''s Report that the Company has incurred cash losses as at 31st March 2013 and accumulated losses of the Company at the end of the year are more than 50% of its net worth is self explanatory and does not require any further comments from the Directors.

With respect to Auditors observation under para 11 of the Annexure to the Auditors'' Report, your Directors wish to inform you that the delay in repayment of principal of Rs. 10.45 Crores, interest of Rs. 9.36 Crores and bills Crystallized Rs. 50.57 Crores for the period from 01.12.2012 to 31.03.2013 were due to severe liquidity crisis being faced by the Company on account of continued losses incurred during the year, further aggravated by the delay in receipt of expected cash fows on time.

COST AUDITORS:

The Board of Directors had approved the appointments of Messrs R.M.Bansal & Co., Cost Accountants (Kanpur) to conduct the Cost Audit for the year ending on 31st March, 2013.

PARTICUALRS OF EMPLOYEE(S):

During the year under review there was no employee falling under the terms of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As required under the provisions narrated under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 the relevant data is attached and forming part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of sub section 217(2AA) of the Companies Act, 1956 the Board of Directors confrms:

(i) That in preparations of the annual accounts for the fnancial year ended 31.03.2013 the applicable accounting standards had been followed along with proper explanations relating to material departure.

(ii) That the selected accounting policies were applied consistently and judgement and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2013 and of the proft or loss of the company for the year ended on that date.

(iii) That proper and suffcient care has been taken 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.

(iv) That the annual accounts of your company have been prepared on going concern basis.

LISTING OF SHARES:

The Equity shares of the Company are presently listed with Mumbai Stock Exchange Limited. The Company has made a request to delist its shares from Delhi Stock Exchange Limited.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "compliance report on corporate governance" has been included in this Annual Report along with a certifcate of compliance from the Auditors and forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review, as per clause 49 of the Listing Agreement with the Stock Exchange is presented in a separate section, forming part of Annual Report.

CHIEF FINANCIAL OFFICER:

Shri Atul Agarwal had been appointed as Chief Financial Offcer of the Company effective from 08-10-2012.

INDUSTRIAL RELATIONS:

The Company enjoys cordial industrial relations with the employee. The Board wishes to place on record its deep sense of appreciation of the contribution made by all the employees in ensuring high level of performance and growth during the year.

ACKNOWLEDGEMENT:

The Board of Directors take this opportunity to express its gratitude and appreciation to the Banks, Central and State Government Authorities, Regulatory Authorities Stock Exchange and the stake holders for the continued cooperation and assistance extended to the Company.



For Rathi Steel And Power Limited

Sd/- Sd/-

Prem Narain Varshney Pradeep Kumar Rathi

Whole Time Director Managing Director



Place: New Delhi

Date: 04/09/2013

---

Mar 31, 2012

The Directors have pleasure in presenting the 41st Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars Year ended Year ended

31 st March 31 st March 2012 (Rs. 2011 (Rs. In Lacs) In Lacs)

Sales (Net of Excise) 93665.84 82464.01

EBITDA 8276.42 6742.55

Interest 5003.43 3633.31

Depreciation 2255.73 1973.80

Profit before Tax 1017.26 1135.44 (PBT)

Profit after Tax (PAT) 1238.00 1405.00

Dividend and Dividend Nil 109.52 Tax



DIVIDEND

Considering the requirement of funds in the operations of the company, Directors regret their inability to declare any dividend.

PERFORMANCE REVIEW

Net sales for the financial year under review were Rs. 937 crores as against 825 Crores for the previous financial year. The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis report.

FUTURE OUTLOOK

The world steel industry is a large one. According to the World Steel Association, world crude steel production was a record 1,527 million tons in 2011. However, despite its size, the steel industry remains relatively fragmented. The industry is highly cyclical and intensely competitive.

In 2011, world steel production is estimated to increase by 7.0% y-o-y, underpinned by growth in China and India. However, the growth of Organization for Economic Co-operation and Development economies is expected to be stagnant or modest at best. Global steel production is expected to grow by another 7.0% in 2012.

In early 2011, there were major concerns that the rapid growth of China's steel production was putting

pressure on international steel markets due to the impact of demand on key raw material inputs. Steel prices rallied in the first half of 2011 due to raw material cost escalation. The cost-push rally is because cost prices have been rising faster than the steel prices, thus squeezing the margins of steel players.

Chinese crude steel production in the first half of 2011 increased about 10% to reach 353 million tones and was expected to continue to increase at a moderate pace in the second half of 2011 in response to slower consumption growth in the country.

India represents the new growth frontier for global steelmakers. The Indian economy is better insulated from the global economy than other Asian countries because it does not rely heavily on exports to the developed market. However, in the globalized environment, no economy is completely decoupled from the world economy. In addition, GDP growth in

2010 and 2011 was hampered by the 13 consecutive interest rate hikes aimed at curbing inflation.

In an effort to curb inflation, policy- makers and regulators have adopted policies that slow down the real economic activity in the economy. Also all the macro-economic indicators point out the onset of overall economic slowdown of Indian economy which will have a profound impact on investment, growth of manufacturing and other sectors. Further, the uncertain global economic environment continues to pose serious challenges to the sustained growth of Indian economy.

However, economic fundamentals high savings and investment rates, demography, and a rapidly growing middle class remain strong in India, which will ensure a relatively stable economic performance for the country.

Fitch Ratings says that the outlook for the Indian Steel producers will remain stable in 2012, despite the risk of a slowdown in the growth of domestic steel demand. Fitch believes that demand for steel from automobile, white goods, construction and infrastructure sectors will continue to grow through 2012, albeit at a low rate of 6%-7%.

Steel demand has a high correlation with growth in GDP, which is showing signs of a slowdown. Fitch estimates its real GDP growth projections for India for FY13 at 7.5% due to higher domestic interest rates and a weaker global economy.

Nevertheless, there exists enormous potential in the economy for higher growth of domestic steel demand in medium and long term. In terms of actual steel usage India lags behind other major steel producing countries. In 2010 our per capita consumption of

steel was only 51.7 Kgs as against the world average of 202.7 kgs. A massive investment to the tune of $ 1 trillion dollars has been envisaged during the Twelfth five year plan in the infrastructure sector. Besides there is a greater emphasis on the growth of the Manufacturing Sector in the country. This augurs well for expansion of the base of steel consumption in the economy. A rough estimate of incremental demand for steel in the country works out approximately to 40 million tonnes in infrastructure alone. Hence, it is likely to raise intensity of steel consumption in the country measured in terms of steel consumption per unit of Gross Domestic Product (GDP). The National Steel Policy had set a production target 110 million tonnes to be achieved by 2019-20. The Indian steel industry may achieve double digit growth in consumption and surpass this production target by 2016-17 well ahead of the target date.

Government on its part has taken number of initiatives to boost the growth of real estate sector. Some of the measures taken include opening the doors for External Commercial Borrowing ("ECB") for specified low cost affordable housing projects which could potentially provide the much needed liquidity to the housing sector. Further, the interest to be paid on the ECB loan availed from the period July 2012 to June 2015 by the real estate developer is to be subjected to a lower rate of deduction of tax at source. Investment linked deduction is available for low cost affordable housing projects.

You are well aware that your company is into the business of manufacturing of long products of mild steel and stainless steel. While the company's Endeavour has always been to maintain its position in long segment, it is also trying to increase its share in the value added products such as long products of special diameter and stainless steel products. During the year under review your company successfully completed the expansion of capacity of rolling mills at Ghaziabad to 175000 MTPAfrom 125000 MTPA.

PUBLIC DEPOSITS:

The Company has not invited any public deposit during the year. There is no overdue / unclaimed deposit.

DIRECTORS:

In terms of Article 116 of the Articles of Association of the Company, Shri Prem Narain Varshney and Shri Ranjit Khattar, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. They have confirmed that they have not incurred any disqualification under section 274(1) (g) of the Companies Act, 1956 and are eligible for

reappointment as Director of the Company.

AUDITORS AND AUDITORS' REPORT:

M/s M.Lal & Co., Chartered Accountants hold office until the conclusion of the ensuing 41st Annual General Meeting and are eligible for re-appointment. They have confirmed that their re-appointment, if made, would be in conformity with the limit prescribed under section 224(1 B) of the Companies Act, 1956. The notes to the accounts referred to in by the Auditors are self explanatory and therefore do not calls for any further comment.

COST AUDITORS:

The Board of Directors had approved the Re- appointments of M/s R.M.Bansal & Co., Cost Accountants (Kanpur) to conduct the Cost Audit for the year ended on 31st March, 2013.

PARTICUALRS OF EMPLOYEE(S):

During the year under review there was no employee falling under the terms of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As required under the provisions narrated under section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 the relevant data is attached and forming part of this report.

DIRECTOR RESPONSIBILITY STATEMENT:

Pursuant to the provisions of sub section 217(2AA) of the Companies Act, 1956 the Board of Directors confirms:

(i) That in preparations of the annual accounts for the financial year ended 31.03.2012 the applicable accounting standards had been followed along with proper explanations relating to material departure.

(ii) That the selected accounting policies were applied consistently and judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2012 and of the profit or loss of the company for the year ended on that date.

(iii) That proper and sufficient care has been taken 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.

(iv) That the annual accounts of your company have been prepared on going concern basis.

LISTING OF SHARES:

The Equity shares of the Company are presently listed with Mumbai Stock Exchange Limited. The Company has made a request to delist its equity shares from Delhi Stock Exchange Limited.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "compliance report on corporate governance" has been included in this Annual Report along with a certificate of compliance from the Auditors and forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review, as per clause 49 of the Listing Agreement with the Stock Exchange is presented in a separate section, forming part of Annual Report.

INDUSTRIAL RELATIONS:

The Company enjoys cordial industrial relations with the employee. The Board wishes to place on record its deep sense of appreciation of the contribution made by all the employees in ensuring high level of performance and growth during the year.

ACKNOWLEDGEMENT:

The Board of Directors take this opportunity to express its gratitude and appreciation to the Banks, Central and State Goverment Authorities, Regulatory Authorities Stock Exchange and the stake holders for the continued cooperation and assistance extended to the Company.

For Rathi Steel And Power Limited

Sd/- Sd/-

Prem Narain Varshney Pradeep Kumar Rathi

Whole Time Director Managing Director

Place: New Delhi

Date: 27/08/2012

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 40th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars Year ended Year ended 31st march 31st march 2011 (Rs. 2010 (Rs. In Lacs) In Lacs)

Sales 84529.60 77898.52

EBITDA 6742.55 5264.10

Interest 3633.31 2828.10

Depreciation 1973.80 1815.48

Profit before Tax 1135.44 620.38 (PBT)

Profit after Tax (PAT) 1405.00 437.85

Dividend and Dividend 109.52 109.89 Tax

DIVIDEND

Keeping in view the future expansion plan and the need to conserve resources, your directors are pleased to recommend a dividend of Re. 0.30 per share on 3,13,08,111 Equity Shares for the year 2010-2011.

PERFORMANCE REVIEW

The Gross sales for the financial year under review were Rs. 845 crore as against 779 Crore for the previous financial year. The performance of the Company has been comprehensively covered in the Management Discussion and Analysis report.

FUTURE OUTLOOK

The Chinese and Indian economies have been the fastest economies. However, this has led to infationary pressures which have forced central bank to raise interest rates. China continues to drive the global steel industry with a production of approx. 630 million tons in 2010 which equates to approx. 45% of global Steel production. Chinese Steel demand continues to be driven by large capital expenditure and government infrastructure projects across the country. However, it is expected that the production growth for steel in the current decade will slow down, which should reduce raw material prices. The Indian economy grew at 8.6% in 2010-11 against 7.2% last year which shows a remarkable growth. The economy is likely to grow at over 8% over the next decade driven by the infrastructure (power, road, railways, ports etc.) and consumption (automobile, real estate etc.) sectors which will result in robust growth in demand for various iron and steel products.

India has acquired a central position on the global steel map with its giant steel mills, acquisition of global scale capacities by players, continuous modernization & up gradation of old plants, improving energy efficiency, and backward integration into global raw material sources. Global steel giants from across the world have shown interest in the industry due to its phenomenal performance. For instance - the crude steel production in India registered a year- on-year growth of 6.4% in 2010 and reached 66.8 Million Metric Tons.

Given its direct correlation to GDP growth, we expect the Indian steel industry to experience robust growth in the future. We believe the sector's long- term positive indicators will exceed its challenges. Indian steel industry plays a significant role in the country's economic growth. The major contribution directs the attention that steel is having a stronghold in the traditional sectors, such as infrastructure & constructions, automobile, transportation, industrial applications etc. Moreover, steel variant stainless steel is finding innovative applications due to its corrosion resistive property. According to Fitch Ratings also outlook for Indian steel producers is stable for 2011 in the agency`s published report. The stable outlook is supported by an expected increase in domestic steel demand during the year due to growth in automobiles, white goods and construction sectors coupled with the continuous thrust of the Indian government on infrastructure spending. Fitch expects India`s steel demand to grow at 7%-9% over the next two years.

The global stainless steel industry has been witnessing a steady growth for some time now. The quarter by quarter figures have indicated an upward movement in stainless steel production so far for the present financial year. As one of the leading countries catering to the demand for stainless steel, India expects its stainless steel industry to be growing by 10 percent this year. In spite of India's per capita consumption of Stainless Steel being at 1.1 kg, which is far below the developed world average of 15 kg, there are indications that with the government planning to develop the basic infrastructure considerably, that would be a key factor to increasing consumption. Besides, the growing middle class will support demand for fixed assets such as housing, white goods and automobiles all translating to demand for the product.

Your company manufactures long products. With increase in demand there is a growth in number of players and capacity too. The company's endeavour will be to maintain its position in long segment of steel products. Alongside the company also manufactures stainless steel products and has made serious efforts to increase the share of value added products in the total product mix which has not only resulted in increased volume of stainless steel rolled products, but also enabled the company to improve the operating margins.

Continuous R&D activities, relentless marketing efforts and strong emphasis on production of quality products have led to substantial increase in the share of stainless steel products as compared to previous year. Looking at the great potential in this segment, as the per capita consumption of stainless steel remains very low as compared to rest of the world, the company will not only strive to further improve the product mix by utilizing existing facilities, but also study option of expanding the capacities of stainless steel / alloy steel.

PUBLIC DEPOSITS:

The Company has not invited any public deposit during the year. There is no overdue / unclaimed deposit.

DIRECTORS:

In terms of Article 116 of the Articles of Association of the Company, Shri Shree Kumar Daga, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. He has confirmed that he has not incurred any disqualification under section 274(1)(g) of the Companies Act, 1956 and is eligible for reappointment as Director of the Company.

AUDITORS AND AUDITOR'S REPORT:

M/s M.Lal & Co., Chartered Accountants hold office until the conclusion of the ensuing 40th Annual General Meeting and are eligible for re-appointment. They have confirmed that their appointment, if made, would be in conformity with the limit prescribed under section 224(1B) of the Companies Act, 1956. The notes to the accounts referred to in by the Auditors are self explanatory and therefore do not calls for any further comment.

COST AUDITORS:

The Board of Directors had approved the appointments of Messrs R.M.Bansal & Co., Cost Accountants, Kanpur to conduct the Cost Audit for the year ending on 31st March, 2012.

PARTICUALRS OF EMPLOYEES:

During the year under review there was no employee falling under the terms of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As required under the provisions narrated under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 the relevant data is attached and forming part of this report.

DIRECTOR RESPONSIBILITY STATEMENT:

Pursuant to the provisions of sub section 217(2AA) of the Companies Act, 1956 the Board of Directors confirms:

(i) That in preparations of the annual accounts for the financial year ended 31.03.2011 the applicable accounting standards had been followed along with proper explanations relating to material departure.

(ii) That the selected accounting policies were applied consistently and judgement and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2011 and of the profit or loss of the company for the year ended on that date.

(iii) That proper and sufficient care has been taken 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.

(iv) That the annual accounts of your company have been prepared on going concern basis.

LISTING OF SHARES:

The Equity shares of the Company are presently listed with Mumbai Stock Exchange Limited. The Company has made a request to delist its shares from Delhi Stock Exchange Limited.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "compliance report on corporate governance" has been included in this Annual Report along with a certificate of compliance from the Auditors and forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review, as per clause 49 of the Listing Agreement with the Stock Exchange is presented in a separate section, forming part of Annual Report.

INDUSTRIAL RELATIONS:

The Company enjoys cordial industrial relations with the employee. The Board wishes to place on record its deep sense of appreciation of the contribution made by all the employees in ensuring high level of performance and growth during the year.

ACKNOWLEDGEMENT:

The Board of Directors take this opportunity to express its gratitude and appreciation to the Banks, Central and State Government Authorities, Regulatory Authorities Stock Exchange and the stake holders for the continued cooperation and assistance extended to the Company.

For Rathi Steel and Power Limited

Sd/- Sd/- Prem Narayan Varshney Pradeep Rathi Whole Time Director managing Director

Place : New Delhi Date : 23/08/2011

---

Mar 31, 2010

The Directors have pleasure in presenting the 39th Annual Report together with the audited accounts of the company for the year ended 31st March 2010.

FINANCIAL RESULTS

(Rs. in lacs)

Particulars Year ended Year ended 31st

31st march march 2009

2010

(Rs. in lacs) (Rs. in Lacs)

Sales 77898.52 79624.97

EBITDA 5264.10 5099.69

Interest 2828.10 2766.85

Depreciation 1815.48 1586.67

Profit before Tax 620.38 746.17

(PBT)

Net Profit after Tax 437.85 1113.29

(PAT)

Dividend and Divi- 109.89 85.31

dend Tax

DIVIDEND:

Keeping in view the future plans for expansion and the need to conserve resources, your directors are pleased to recommend a dividend of Re. 0.30 per share on 31,30,8111 Equity Share for the year 2009-2010.

PERFORMANCE REVIEW AND FUTURE PLAN:

The Gross Sales for the financial year under review were Rs. 779 Crore as against Rs. 796 Crore for the previous financial year. The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis report.

FUTURE OUTLOOK

Over calendar year 2009, world crude steel production declined by 8 per cent to 1,220 million tonnes, over 1.4 per cent drop in the preceding year. Earlier, global steel output had increased by 9 per cent in 2006, which eased to 7.9 per cent in 2007. Steel production weakened in nearly all the major steel producing countries and regions including the EU, North America, South America and the CIS in 2009. However, Asia, in particular China and India, and the Middle East showed positive growth over the year.

Chinas crude steel production in 2009 reached 567.8 million tonnes, an increase of 13.5 per cent on 2008. The country’s share of world steel production which continued to grow, reached 47 per cent, an increase of 9 percentage points compared to 2008. Asia produced 795.4 million tonnes (+3.5%) of crude steel. Japan produced 87.5 million tonnes (-26.3%). India’s crude steel production was 56.6 million tonnes (+2.7%) and that of South Korea 48.6 million tonnes (-9.4%). The EU-27 where all major steel producing countries showed substantial decline recorded a decrease of 29.7 per cent, producing 139.1 million tonnes of crude steel. Crude steel production in North America was 82.3 million tonnes (- 33.9 per cent). USA produced 58.1 million tonnes (-36.4 per cent). The CIS showed a decrease of 14.7 per cent in 2009. Russia produced 59.9 million tonnes of crude steel (-12.5 per cent).

The World Steel Association (world steel) represents approximately 180 steel producers (including 19 of the world’s 20 largest steel companies), national and regional steel industry associations, and steel research institutes. World steel members produce around 85 per cent of the world’s steel.



FORECAST FOR INDIA

2008 2009 2010 2011

GDP at market prices (% increase) 6.1 6 7.5 8

Private Consumption (% increase) 2.9 4 6.7 7.5

Government Consumption (% increase) 20.2 10 7 6.5

Fixed Investment (% increase) 8.3 4.9 10.5 10.9

Export* (% increase) 12.8 -6.8 11.1 13.1

Import* (% increase) 17.9 -8 11.6 13.3

Nominal GDP ($ billion) 1112 1232 1467 1725

Population (million) 1183 1197 1211 1224

GDP per capital (current USD) 940 1029 1212 1409 * Goods and non - factor services

On the other hand world crude steel production for the 66 countries reporting to the World Steel association (world steel) was 119 million metric tons (mmt) in June. This is 18% higher than June 2009.

World crude steel production in the first six months of 2010 was 706 mmt, 27.9% higher in comparison with the same period of 2009. All the regions showed increased crude steel production during the first half of 2010 compared to the first half of 2009.

Although production in the first half of 2010 increased by 7.2% compared to the same period of 2007, just before the global economic crisis, most of the world has not recovered to pre-crisis levels. Only Asia and the Middle East showed increased crude steel production compared to the first six months of 2007. Crude steel production in the EU, CIS, US and Canada is still more than 15% below 2007 levels.

Chinas crude steel production for June 2010 was 53.8 mmt, an increase of 9% compared to June 2009. Elsewhere in Asia, Japan produced 9.4 mmt of crude steel in June 2010, up 35.9% compared to the same month last year. South Korea’s crude steel production for June 2010 was 4.8 mmt, 21.9% up compared to the same month last year.

In the EU, Germany’s crude steel production for June 2010 was 3.9 mmt, an increase of 53.4% on June 2009. Italy produced 2.3 mmt, 32.8% higher than the same month in 2009. France produced 1.5 mmt of crude steel in June 2010, an increase of 31.4% compared to June 2009. Turkey produced 2.5 mmt of crude steel in June 2010, 13.8% higher than June 2009. Russia produced 5.4 mmt of crude steel in June 2010, a 6% increase over the same month in 2009 and Ukraine’s crude steel production for June 2010 was 2.5 mmt, up 7.2% compared to the same month last year.

The US produced 7.2 mmt of crude steel in June 2010, an increase of 65% compared to June 2009.Brazilian crude steel production was 2.9 mmt, 46.8% higher than June 2009.

The world crude steel capacity utilisation ratio of the 66 countries in June 2010 declined again to 80.6% from 82.0% in May 2010. Compared to June 2009, the utilisation ratio in June 2010 increased by 8.3 percentage points.

PUBLIC DEPOSITS:

The Company has not invited any public deposit during the year. There is no overdue / unclaimed deposit.

DIRECTORS:

In terms of Articles 116 of the Articles of Association of the Company, Shri D.D. Lakhotia, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. They have confirmed that they have not incurred any disqualification under Section 274(1) (g) of the Companies Act, 1956 and they are eligible for reappointment as Directors of the Company.

AUDITORS AND AUDITOR’S REPORT:

M/s M. Lal & Co., Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed that their appointment, if made, would be in conformity with the limit prescribed under section 224(1B) of the Companies Act, 1956. The notes to the accounts referred to in by the Auditors are self explanatory and therefore do not calls for any further comment.

PARTICULARS OF EMPLOYEES:

During the year under review there was no employee falling under the terms of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employee) Rules 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As required under the provisions narrated under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant data is attached and forming part of this report.

DIRECTOR RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sub Section 217 (2AA) of the companies act, 1956 the board of Directors confirms:

(i) That in preparation of the annual accounts for the financial year ended 31.03.2010 the applicable accounting standard had been followed along with proper explanations relating to material departure.

(ii) That the selected accounting policies were applied consistently and the directors made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March 2010 and of the profit of the company for the year ended on that date.

(iii) That proper and sufficient care has been taken 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 by preventing and detecting fraud and other irregularities.

(iv) That the annual accounts of your company have been prepared on going concern basis.

LISTING OF SHARES:

The Equity shares of the company are presently listed at the Mumbai Stock Exchange Limited. The Company has made a request to delist its shares from Delhi Stock Exchange Limited.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the stock exchange, a separate section titled “compliance report on corporate governance” has been included in this Annual Report along with a certificate of compliance from the Auditors and forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review, as per Clause 49 of the Listing Agreement with the stock exchange is presented in a separate section forming part of the Annual Report.

INDUSTRIAL RELATIONS:

The Company enjoys cordial industrial relations with the employee. The Board wishes to place on record its deep sense of appreciation of the contribution made by all the employees in ensuring high level of performance and growth during the year.

ACKNOWLEDGEMENT:

The Board of Directors take this opportunity to express its gratitude and appreciation to the Banks, Central and State Government Authorities , Regulatory Authorities, Stock Exchange and the stake holders for the continued cooperation and assistance extended to the company.

By order of the Board of Directors

For Rathi Steel And Power Limited

Sd/- Sd/-

Prem Narayan Varshney Pradeep Rathi

Whole Time Director Managing Director

Place: New Delhi

Date: 03/09/2010