Dear Shareholders,

Your Directors take immense pleasure and hereby submits the report of the business and operations of your Company along with the Audited Financial Statements for the financial year ended on March 31, 2023.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31, 2023 is summarized below: -

SUMMARY OF OPERATIONS

During the year, the Income of the Company amounted to Rs. 3167.44 (in ‘00000) in comparison to the Income of the last year which amounted to Rs. 3382.26(in ‘00000). Your Company earned a profit during the year amounted to Rs. 7.55 (in ‘00000) in comparison to last year's profit which amounted to Rs. 07.16 (in ‘00000).

LISTING ON STOCK EXCHANGES

The Company's shares are listed on the Metropolitan Stock Exchange of India Limited (MSE).

STATUTORY AUDITORS

M/s Vishal Maheshwari & Company, Chartered Accountants, Kanpur (lCAI Firm Registration No.: 007952C) were appointed as Statutory auditors of the company for a period of 5 years i.e., from 2022 to 2027 on the terms and conditions as may be mutually agreed by the board and the auditors in the previous Annual General Meeting. M/s Vishal Maheshwari & Company conducted the statutory audit of the Company for the financial year 2022-2023. Moreover, the Standalone Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under the Companies Act, 2013.

STATUTORY AUDITOR'S REPORT

The Notes on financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDIT REPORT

The Board had appointed Mr. Vaibhav Agnihotri (Prop. M/s V. Agnihotri & Associates) Practicing Company Secretary, to conduct the Secretarial Audit for the Financial Year 2022-2023. Therefore, as per the requirement of Section 204(1) of the Companies Act, 2013, the Company has obtained a Secretarial Audit Report from the Secretarial Auditor in the prescribed format. The format is attached as

"Annexure A" to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

DIVIDEND

In the view to conserve the financial resources of the Company for meeting the financial requirements for future business projects, it was decided by your directors not to declare any dividend this year.

DEPOSITS

Your Company has not accepted any deposit prescribed u/s 73 of the Companies Act, 2013 during the Financial Year.

CHANGE IN MANAGEMENT & TAKEOVER

Mr. Sandeep Agarwal resigned from the post of Executive Director in a board meeting held on 12.10.2022.

Ms. Radhika Bansal resigned from the post of Independent Director in a board meeting held on 12.10.2022. He had further stated that there are no other material reasons other than those provided in the resignation letter.

Mr. Manish Chandra was appointed as an additional director in the category of of Independent director in the company by board of directors in a duly held board meeting held on 12.10.2022 and is due for regularization as Independent Director for a tenure of 5 years.

Mrs. Bindu Agarwal was appointed as an additional director in the category of Executive Director of the company by board of directors in a duly held board meeting held on 12.10.2022 and is due for regularization as Executive director in the company.

Mr. Rishabh Agarwal was appointed as additional director in the category of Non-Executive director of the company by board of directors in a duly held board meeting held on 12.10.2022 and is due for regularization as Non-Executive director for a tenure of 5 years.

Subject to the provisions of Companies Act, 2013 read with rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Board of Directors of the Company have an optimum constitution.

MATERIAL CHANGES & COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of financial year of the Company i.e. March 31, 2023 till the date of the Director's Report.

BUSINESS RISK MANAGEMENT

The recent economic crises have clearly demonstrated that many companies were inadequately prepared to deal with major risks. Although the lack of preparation was most visible among companies from all sectors were hit by unexpected events such as drops in product demand, decline in commodity prices, wild swings in currency exchange rates, and a broad liquidity crunch. The Company's robust risk management framework identifies and evaluates business risks and opportunities. The Company has guidelines for implementing the ERM framework and also reviews the key risks and mitigation plan for it. Risk management is embedded in our critical business activities, functions and processes. The Company believes that the overall risk exposure of present and future risks remains within risk capacity. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Since, the business environment is always uncertain and unpredictable therefore, the vigilance of not only the management but also the employees is of utmost importance. A brief report on risk evaluation and management is provided under

Management's Discussion & Analysis Report forming part of this Annual Report.

PARTICULARS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO THE PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

A) Details of every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: -

Drawing salary of 102 Lakhs or above for the Year, if employed throughout the year- NIL Drawing salary of 8.5 Lakhs p/m or above for a month, if employed for part of the year- NIL Drawing salary more than the salary of MD and having 2% stake in the Company- NIL B) No Managing Director or Whole-Time Director of the Company is receiving any commission from the Company as well as from the Holding Company or Subsidiary Company of the Company.

INTERNAL FINANCIAL CONTROLS

As per Section 134(5)(e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented a robust system and framework of Internal Financial Controls which in turn is in line with the changing business environment and operational needs and is also innovative and updated as and when the need of the hour be. This framework provides the Directors with a reasonable assurance regarding the adequacy and operating effectiveness of controls with regard to reporting, operational and compliance risks. The Company has in place adequate internal financial controls with reference to financial statements. The Company has devised appropriate systems and framework including proper delegation of authority, risk based internal audits, risk management framework and whistle blower mechanism.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in section 134(5) of Companies Act 2013, The Directors of the Company would like to state: - i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures. ii) The directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit or loss of the Company for the year under the review. iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) The directors have prepared the annual accounts on a going concern basis. v) 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. vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

INDUSTRIAL RELATIONS

Industrial relations are of paramount importance in every organization and maintaining them with ease and poise is a very difficult task. Our Company gives equal importance to maintain industrial relations and keeping them at par with other stakeholder relationships. During the period under review, the relation between employee and Management remained cordial. All the problems of the employees were patiently heard by the Management and proper solutions pertaining to their problems were provided by the management. The Management has always been gracious about its employees and workers. They take every possible measure and endeavour to maintain sincere, healthy and friendly relations with the lower and middle level employees.

BOARD OF DIRECTORS

The Board of the Company is duly constituted. The Company is managed by well- qualified professionals. All directors are suitably qualified, experienced and competent. The members of the Board of Directors are persons with considerable experience and expertise in Audit, Accounts, Finance, Administration and Marketing. The Company is benefitted by the experience and skills of the Board of Directors. None of the Directors are Disqualified u/s 164 of the Companies Act, 2013. All the Independent Directors have given their declaration as per Section 134 read along with Section 149 of the Companies Act, 2013.

BOARD MEETINGS

During the year Five board meetings were convened. The details thereof are given as under. Further, it is hereby stated that the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

i. Terms of Reference:-

The terms of reference of this Committee are wide enough covering the matters specified under the Section 177 read with Rule 6 of Companies (Meetings of Board and its powers) Rules, 2014 of the Companies Act, 2013.

ii. Composition, Name of Members and Chairperson: -

iii. Details of Audit Committee Meetings held during the year under review: -

Ms. Radhika Bansal and Mr. Sandeep Agarwal resigned from directorship of the company w.e.f. 12.10.2022.

Mr. Manish Chandra was appointed as Independent Director on 12.10.2022 and was appointed as member of Audit Committee.

Mrs. Bindu Agarwal was appointed as an Executive Director on 12.10.2022 and was appointed as member of Audit Committee.

All the recommendations made by the Audit Committee were accepted by the Board. Four meetings of the Audit Committee were held during the year.

Note: The Company Secretary of the Company acts as the Secretary to the Committee.

i. Terms of Reference:-

The terms of reference of this Committee are wide enough covering the matters specified under Section 178 read with Rule 6 of Companies (Meetings of Board and its powers) Rules, 2014 of the Companies Act, 2013.

ii. Composition, Name of Members and Chairperson: -

The office of Mr. Uma Shankar Dixit got vacated due to his death which was taken on record on 13.08.2022.

Ms. Radhika Bansal resigned from the directorship w.e.f. 12.10.2022.

Mr. Manish Chandra was appointed as Independent Director on 12.10.2022 and was appointed as Chairman of Nomination and Remuneration Committee.

Mr. Rishabh Agarwal was appointed as Non-Executive Director on 12.10.2022 and was appointed as member Nomination and Remuneration Committee.

Details of Nomination and Remuneration Committee Meetings held during the year under review: -

iii. Remuneration Policy:-

Remuneration policy of the Company aims at recommending and reviewing the remuneration to Managing Director, Non-executive Directors and Key Managerial Personnel of the Company based on evaluation criteria such as industry benchmarks, company's annual performance & its strategy, expertise, talent and meritocracy.

Directors express their satisfaction with the evaluation process.

iv. Selection and Evaluation of Directors:-

The Board on the basis of recommendations of the Nomination & Remuneration Committee, laid down following policies: -

1. Policy for determining qualifications, positive attributes and Independence of a Director.

2. Policy for Board & Independent Directors Evaluation.

v. Performance Evaluation of Board, Committees & Directors: -

The Company believes formal evaluation of the Board and of the individual directors, on an annual basis, is a potentially effective way to respond to the demand for greater board accountability and effectiveness. For the company, evaluation provides an ongoing means for directors to assess their individual and collective performance and effectiveness. In addition to greater board accountability, evaluation of board members helps in: - a) More effective board process b) Better collaboration and communication c) Greater clarity with regard to members roles and responsibilities d) Improved Managing Director and board relations The evaluation process covers the following aspects:-

- Self evaluation of directors

- Evaluation of the performance and effectiveness of the board

- Evaluation of the performance and effectiveness of the committees

- Feedback from the Non-Executive directors to the Management

- Feedback on management support to the board

i. Terms of Reference:-

The terms of reference of this Committee are wide enough covering the matters specified under Section 178 (5) & (6) of the Companies Act, 2013.

ii. Composition, Name of Members and Chairperson: -

iii. Details of Share Transfer & Investors Grievance Committee Meetings held during the year under review: -

Ms. Radhika Bansal and Mr. Sandeep Agarwal resigned from directorship of the company w.e.f. 12.10.2022.

Mr. Manish Chandra was appointed as Independent Director on 12.10.2022 and was appointed as a member of Stakeholder Relationship Committee.

Ms. Bindu Agarwal was appointed as Executive Director on 12.10.2022 and was appointed as a member of Stakeholder Relationship Committee.

The Committee has met one time during the year, the Committee overlook the usual requests received for Dematerialization, transfer/transmission of shares and resolved or answered the complaints of members.

Note-1: The Company Secretary of the Company acts as the Secretary to the Committee. Note-2: No complaint was pending against the Company during the year.

MEETINGS OF INDEPENDENT DIRECTORS

The Company's Independent Directors met once during the financial year 2022-2023 held on March 20, 2023 without the presence of the Executives. The meeting was conducted to enable the Independent Directors to discuss the matters pertaining to the Company's affairs and put forth their views about the working of the Company and the Board along with the Committees.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director, under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

CORPORATE GOVERNANCE

Corporate governance is the system of rules, practices, and processes by which a Company is directed and controlled. Corporate governance essentially involves balancing the interests of a company's many stakeholders, such as shareholders, senior management executives, customers, suppliers, financiers, the government, and the community. It encompasses practically every sphere of management, from action plans and internal controls to performance measurement and corporate disclosure. The Company strives to adhere to good corporate governance practices in full spirit and measure. Nonetheless pursuant to Regulation 15 (1) and (2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, [17A,] 18, 19, 20, 21,22, 23, 24, [24A,] 25, 26, 27 are not applicable on the company as the company is exempted under Regulation 15 (2) (a) which states that:

(2) The compliance with the corporate governance provisions as specified in regulations 17, [17A,] 18, 19, 20, 21,22, 23, 24, [24A,] 25, 26, 27 and clauses (b) to (i) [and (t)] of sub - regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply, in respect of - [a] listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year:

As the paid-up share capital of the company did not exceed Rs. 10 crore and net worth did not exceed Rs. 25 Crore, Therefore, we are not required to attach the report on Corporate Governance together with the Practicing Company

Secretaries' Certificate on compliance in this regard and Managing Director's declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel.

DISCLOSURE REGARDING THE RE-APPOINTMENT OF DIRECTOR

In terms of relevant provisions of the Act, as amended, Mr. Kannan Agarwal (DIN: 07318672) is liable to retire by rotation at the ensuing AGM and being eligible, seeks re- appointment.

The detailed profile of Mr. Kannan Agarwal and particulars of his experience, skills or attributes that qualify him for Board Membership is provided in the Notice convening the AGM. The Board recommends the above re-appointment for approval of the Shareholders at the ensuing AGM.

ETHICS/GOVERNANCE POLICIES

The Company strives to conduct business and strengthen the relationship with stakeholders in a manner that is dignified, distinctive and responsible. We adhere to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all the stakeholders. Therefore, we have adopted various codes and policies to carry out our duties in an ethical manner. Some of these codes and policies are:-

Code of Conduct

Code of Conduct for Prohibition of Insider Trading

Vigil Mechanism and Whistle-blower policy

Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions

Policy for selection of Directors and determining Director's independence

Remuneration policy for Directors, Key Managerial Personnel and other employees

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

Policy for preservation of documents

Policy on Determination and Disclosure of Materiality of Events and Information and the Web Archival Policy.

BOARD EVALUATION

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-Executive Directors and Executive Directors. The Evaluation process inter alia considers attendance of Directors at Board and Committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy. Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Management has carried out the annual performance evaluation of the working of its Audit, Nomination & Remuneration and Investor Grievance Committees. A structured questionnaire was prepared after taking into consideration the inputs received from the Directors, covering various aspects of the Board functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the

Chairman of the Board who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process. The Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Managing director. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each committee was evaluated by the Board, based on report on evaluation received from respective Committees. The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and the feedback was given to the concerned directors.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no Guarantees or Investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013 during the period under review. The details of loans given have been disclosed in the financial statements.

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

In terms of clause (m) of sub-section (3) of section 134 of the Companies Act, 2013 and the rules framed there under, the particulars relating to conservation of energy, technology absorption and foreign earnings and outgo is given below: a) CONSERVATION OF ENERGY

The consumption of electricity during the year is minimal. The management is taking conscious efforts to conserve the energy.

b) TECHNOLOGY ABSORPTION

The Company actively endeavours to use the cutting-edge technology and efficient processes to minimize wastage of resources and manpower. The company's undertaking by the name of Rakan ITI is continuously providing knowledge to people at large about the new technology and processes through its well-equipped labs and highly qualified staff.

c) FOREIGN EXCHANGE EARNINGS AND OUTGO: Nil

BUSINESS RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has formed an internal committee in order to evaluate the risk factor in the concern. The Board carries out a brief synopsis of the key elements that threatens the existence of the Company. The internal policy related to risk management ensures growth and continuity of business. However, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 exempts your Company to mandatorily form the Risk Management Committee. A brief report on risk evaluation and management is provided under Management Discussion & Analysis Report forming an integral part of this Annual Report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all the employees in the course of day-to-day business operations of the Company. The code laid down by the Board is known as the "Code of Conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website "www.rakansteels.co.in". The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity at the work place, in business practices and in dealing with stakeholders. The Code gives guidance on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. The whole Management Staff was given appropriate training in this regard.

WHISTLE BLOWER POLICY

In order to comply with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014. A vigil mechanism was framed by the Company through its Board of Directors to be headed by the Chairman of the Audit Committee who shall also be known as the Vigilance Officer under the Whistle Blower Policy. The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. The Whistle Blower Policy/ Vigil Mechanism also provide safeguards against victimization or unfair treatment of the employees who avail of the mechanism and no personnel has been denied access to the Audit

Committee. The Code has been posted on the Company's website "www.rakansteels.co.in".

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the

Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNTS 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 REASON THEREOF

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institution.

RELATED PARTY TRANSACTIONS

During the year under purview there were related parties transactions under the scope of section 188(1) of the Act. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure in Form AOC-2 and the same forms part of this report. Transactions with related parties entered into by the Company are in the normal course of business on arm's length basis and do not have potential conflicts with the Company.