Rajnandini Metal Ltd

To

The Members,

The Board of Directors are pleased to present the 15^th Annual Report of the Company together with the audited Financial Statements for the year ended March 31, 2025.

1. THE STATE OF THE COMPANY AFFAIR

Our Company has a manufacturing unit spread in around 2 acres of land situated at Plot No. 344, Sector-3, Phase- II, IMT Bawal, Rewari, Haryana-123501, solely dedicated for production of Copper products. Our Company is rapidly growing in manufacturing of copper products. Copper is the most widely used conductor in many kinds of electrical wiring. Copper has the lowest resistance to the flow of electricity of all non-precious metals. With the use of highly sophisticated technology and imported machinery, we are a pioneer in manufacturing of high- grade Copper Continuous Casting Rods which does not only have a uniform high electrical conductivity but also ensures maximum efficiency in conducting Electrical power and signals.

2. FINANCIAL PERFORMANCE

> REVENUE

The total income achieved by your Company during the FY 2024-25 was Rs. 1,041.91 crores against the total income of Rs. 1,220.93 crores achieved during last fiscal. Operating income for the current year increased to Rs. 1,033.58 crores against Rs. 1,212.43 crores during last fiscal.

> EXPENSES

The total expenditure for the FY 2024-25 amounted to Rs. 1,044.63 crores as against expenditure of Rs. 1,203.55 crores during last fiscal.

> PROFIT

During the FY 2024-25, your Company has net loss of Rs. 2.17 crores against the net profit after tax of Rs. 15.24 crore during last fiscal.

> SHARE CAPITAL

During FY 2024-25, your Company has not increased its Authorized Share Capital.

3. FINANCIAL HIGHLIGHTS

4. DIVIDEND

During the year, the Board of Directors have not declared any dividend for the period under review.

5. TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserve for the financial year ended March 31,2025.

6. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year ended March 31, 2025.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Ashok Kalra (DIN-09024019), who retires by rotation at this meeting and being eligible has offered himself for reappointment. The Board recommends the re-appointment of Mr. Ashok Kalra as Director liable to retire by rotation. The information in terms of Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been provided in this notice convening the Annual General Meeting.

During the period, Mrs. Anjali (DIN-10096292) has resigned as the Independent Director of the company w.e.f. October 01, 2024. Further, Mr. Het Ram (DIN: 02925990) has also resigned as the Chairman and Manging Director of the Company w.e.f. March 29, 2025 due to his health issues.

The Board places on record deep appreciation for guidance and support provided by Mrs. Anjali and Mr. Het Ram during his tenure with the Company.

During the period, pursuant to the recommendation of Nomination and Remuneration Committee and Board of Directors, Mrs. Ankita Bhargava (DIN: 10169819) was appointed as Independent Directors of the Company w.e.f. March 25, 2025 to fill the casual vacancy due to the resignation of Mrs. Anjali (DIN: 10096292) who hold office upto March 24, 2028, subject to the approval of the shareholders.

Mr. Ashok Kalra (DIN-09024019) has been appointed as the Managing Director of the company w.e.f. May 27, 2025 but due to his other professional commitments, he has resigned as the Managing Director of the Company w.e.f. August 19, 2025 and will be continue as the Executive Director of the Company.

Pursuant to the recommendation of Nomination and Remuneration Committee and Board of Directors, Mr. Sanjay Choudhary has been appointed as the Chairman and Managing Director of the Company w.e.f. August 19, 2025 for a period of 2 years from August 19, 2025 to August 18, 2027, subject to the approval of the shareholders.

Presently, the Board of Directors of the Company comprise of the following as on March 31, 2025:

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

The particulars required to be furnished under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Account) Rules, 2014 are set out in Annexure-1, which forms part of the report.

9. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year, no material changes have occurred and commitments made, affecting the financial position of the Company, between the end of the financial year of the Company and the date of this report.

There is no order passed by any regulator or court or tribunal against the Company, impacting the going concern concept or future operations of the Company.

10. LOANS, GUARANTEES OR INVESTMENTS

The Company has adhered to the provisions of section 186 of the Companies Act, 2013 in respect of loans, advances and investments which are duly accounted for & reflected in the audited financial statements (refer Note No. 12 to the "Notes to IND AS Financial Statements").

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company. Therefore, disclosure in form AOC-1 is not applicable.

12. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the year were in the ordinary course of business and at arm's length basis and were entered with the omnibus/prior approval of the Audit Committee, which were periodically placed before the Board for review. The details of the transactions with related party are provided in the company's financial statements in accordance with the applicable provisions/ Accounting Standards.

Disclosure required under Schedule V of SEBI (LODR) Regulations, 2015 read with Regulation 34(3) is given as under:

The company has a policy on materiality of and dealing with Related Party Transactions, as approved by the Board, which is available at its website www.rainandinimetal.com.

13. STATUTORY AUDITORS

M/s. K A P G & Associates, Chartered Accountants (FRN: 032569N), the Statutory Auditors of the Company were appointed in the 14th Annual General Meeting of the Company held on September 27, 2024 for a period of 5 (five) consecutive years to hold the office until the conclusion of 19th Annual General Meeting of the Company.

M/s. K A P G & Associates, Statutory Auditors has resigned w.e.f. August 13, 2025, citing a demand for an increase in their existing fees. The Board places on record its sincere appreciation for the guidance, professional services, and support extended by M/s. K A P G & Associates during their tenure.

Further, based on the recommendation of Audit Committee and Board of Directors, your company seek approval for the appointment of M/s. Krishna & Associates, Chartered Accountant (FRN: 013169C) as our Statutory Auditors of the Company to fill the casual vacancy due to the resignation of M/s. KAPG & Associates to hold office till the conclusion of ensuing Annual General Meeting of the Company.

The Board further recommends to the shareholders the appointment of M/s. Krishna & Associates, Chartered Accountant (FRN: 013169C) as the Statutory Auditor of the Company for a term of 5 years w.e.f. from the conclusion of 15^th Annual General Meeting till the conclusion of 20^th Annual General Meeting.

M/s. K A P G & Associates, in their audit report as on March 31, 2025, have mentioned a qualification stating that the Company was subjected to a search by the GST Authorities based on certain information available with them. Pursuant to the search, the GST Authorities have alleged that the Company had availed ineligible Input Tax Credit (ITC) of GST in earlier years. Consequently, an order was passed under Section 74 of the CGST Act, 2017, on January 16, 2025, directing the Company to deposit the ineligible ITC amounting to ?96.14 crores, along with interest of ?98.42 crores and a penalty of ?96.14 crores, aggregating to a total demand of ?290.70 crores.

The Management strongly believes that the GST input credit was availed legitimately and that the allegations made by the GST Authorities are not sustainable. The Company is actively pursuing legal remedies against the demand and has, in the interim, filed a rectification application before the concerned authorities seeking complete deletion of the demand. Based on the facts of the case, the supporting documentation evidencing the legitimacy of the input credit, and legal advice obtained, the Management is of the opinion that the aforesaid liability will not crystallise.

14. COST AUDITOR

Based on the recommendation of Audit Committee, the Board approved the appointment of M/s. Vandana Bansal & Associates, Cost Accountants, as the Cost Auditors of the Company for the financial year 2025-26 at a remuneration of Rs. 1,25,000/- plus taxes and out of pocket expenses. The proposed remuneration of the Cost Auditors would be approved by the members in the ensuing General Meeting.

In terms of Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 the cost accounts and records are being made and maintained by the Company.

Cost Audit Report for the financial year ended on March 31, 2024 was filed on August 20, 2024.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System which is commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department reviews the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

16. REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the Auditors have reported to the Audit Committee, or to the Board, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

17. VIGIL MECHANISM

The Company has established a vigil mechanism that enables the Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors and employees who avail the mechanism. In exceptional cases, Directors and employees are provided direct access to the Chairman of the Audit Committee. Vigil Mechanism (Whistle Blower Policy) is available on the Company's website www.rajnandinimetal.com.

18. PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 134(3)(q) and Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in Annexure-2.

19. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel Rules) 2014, Company had appointed M/s. Abhishek J & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is attached as Annexure-3.

The management response on the observation given by the Secretarial Auditor in the Audit Report is as-

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

The company has a policy on prohibition, prevention and redressal of sexual harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as contained under "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013".

The company has complied with the provision relating to constitution of Internal Complaints Redressal Committee under the Act. The Internal Committee composed of internal members and an external member who has extensive experience in the field.

During the financial year 2024-25, the details of the complaints were as under

21. COMMITMENT TO QUALITY AND ENVIRONMENT

Rajnandini recognizes quality and productivity as a pre-requisite for its operations and has implemented ISO 9001:2015 standards and ISO 14001:2015 standards.

Anti-pollution systems are fully installed and operational. Continuous efforts to preserve the environment are pursued.

22. BOARD MEETINGS

The details of number and dates of meetings held by the Board and its Committees, attendance of Directors and sitting fee/ commission/ remuneration paid to them is given separately in the attached Corporate Governance Report.

23. ANNUAL RETURN

The particulars required to be furnished under Section 92(3) read with Section 134(3) of the Companies Act, 2013 and with Companies (Management and Administration) Rules, 2014 as prescribed will be available at company's website link at https://www.rainandinimetal.com/investor.

24. PERFORMANCE EVALUATION OF BOARD & INDIVIDUAL DIRECTORS

In compliance with Section 178 of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board, its committees and of individual directors was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

The performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation, the directors who were subject to evaluation did not participate.

The Board opined that the Independent Directors meet the criteria of persons with integrity and possess relevant expertise/ experience, including proficiency (where required) and fulfilling the conditions specified in the Act for appointment as Independent Directors and are independent of the Management.

25. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy applies to Directors, Key Managerial Personnel and Senior Management Personnel. The policy is approved by the Nomination and Remuneration Committee and the Board.

The policy is available on the company's website and web link for the same is https://www.rainandinimetal.com/RainandiniMetalImage/InvestorsPdf/nomination-remuneration-policv-1.pdf.

The policy is designed to attract, motivate and retain manpower by creating congenial work environment and inculcating a sense of belonging, besides offering appropriate remuneration package and superannuation benefits. The appointment and remuneration of Executive Directors is based on merit and seniority of person. NonExecutive Directors are paid sitting fee in accordance with the Companies Act, 2013.

During the period under review, there has been no change in the policy.

26. DEPOSITS

The Company has not accepted any deposit form the public during the year under review as covered the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, no amount on account of principal or interest on deposit was outstanding as at the end of the year under report.

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

The company have not transferred any dividend to IEPF.

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 such order has been passed by any Regulators or Courts or Tribunals.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report at and is attached as Annexure-4.

30. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Corporate Social Responsibility Committee comprised of Mr. Arun Sharma as the Chairman and Mr. Manoj Kumar Jangir and Mr. Ashok Kalra as the members.

The web-link of the CSR Policy is https://www.rainandinimetal.com/RainandiniMetalImage/InvestorsPdf/csr- policv-1.pdf.

Report on CSR activities is given in Annexure-5 forming part of this report.

31. AUDIT COMMITTEE

Audit Committee comprised of Mr. Arun Sharma as Chairman and Mr. Sanjeev Chhaudha and Mr. Manoj Kumar Jangir as members.

The details of terms of reference of the Audit Committee, member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report in Annexure-6.

32. NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee comprised of Mr. Arun Sharma as Chairman and Mr. Sanjeev Chhaudha and Mrs. Ankita Bhargava as members.

The details of terms of reference of the Nomination and Remuneration Committee, member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report in Annexure-6.

33. STAKEHOLDER RELATIONSHIP COMMITTEE

Stakeholders' Relationship Committee comprised of Mr. Sanjeev Chhaudha as Chairman and Mr. Manoj Kumar Jangir & Mr. Arun Sharma as members.

The details of terms of reference of the Committee, member, dates of meetings held and attendance of the

Directors are given separately in the Corporate Governance Report in Annexure-6.

34. RISK MANAGEMENT

The Board of Directors has adopted a risk management policy to develop and implement risk management procedure/ plan including their in elements of risks, if any which in the opinion of the Board may threaten the existence of the Company.

35. CORPORATE GOVERNANCE

A separate report of the Board of Directors of the Company on Corporate Governance is included in the Annual Report as Annexure-6.

36. INDEPENDENT DIRECTORS' DECLARATION

During the period under review, all Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board confirms that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 making them eligible to act as Independent Directors.

37. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your company for the financial period ended March 31,2025.

38. LISTING

The equity shares of your Company are listed on the National Stock Exchange of India (NSE) Limited.

39. DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on March 31, 2025, 100% of the share capital stands dematerialized

40. CODE OF CONDUCT

Directors, Key Managerial Personnel and Senior Management of the company have confirmed compliance with the Code of Conduct applicable to the directors and employees of the company and the declaration in this regard made by the Managing Director forms a part of this report of the directors. Code of Conduct is available on the company's website www.rainandinimetal.com.

41. COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

The certificate from M/s. Abhishek J & Co., Practicing Company Secretaries confirming compliance with the requirements of Corporate Governance as stipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual report.

42. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (SS-1 and SS-2) respectively relating to Meetings of the Board and its Committees which have mandatory application.

43. DETAILS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application has been made nor any proceeding is pending under the Insolvency & Bankruptcy Code, 2016.

44. Maternity Benefit

The Company affirms that it has duly complied with all the provisions of the Maternity Benefit Act, 1961 and has extended all statutory benefits to eligible women employees during the year.

45. DETAILS OF DIFFERENCE IN VALUATION AMOUNT

Disclosure with respect to difference between the amounts of the valuation executed at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable of the Company.

46. ANNEXURES FORMING A PART OF DIRECTOR'S REPORT

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report:

47. CAUTIONARY STATEMENT

Statements in this report, describing the Company's objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Regulations.

Actual results may differ materially from those stated in the statement. Important factors that could influence the Company's operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

48. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors wish to inform members that the Audited Accounts containing Financial Statements for the Financial Year 2024-25 are in conformity with the requirements of the Companies Act, 2013. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and results of operation.

In accordance with the provisions of Section 134(3)(C) of the Companies Act, 2013 your Directors further confirm as under:

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

(ii) That the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the

year for that period;

(iii) That the Directors have taken proper and sufficient care for the maintenance of the 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.

(iv) That the Directors have prepared the annual accounts on a "going concern basis".

(v) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company's Internal Auditors have conducted periodic audits to provide reasonable assurance that the Company's approved policies and procedures have been followed.

49. APPRECIATIONS

Your Directors wish to place on record their appreciation for the continuous support received from the members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Company's employees at all levels.