Ratnamani Metals & Tubes Ltd

Dear Shareholders,

Your directors are pleased to present the 41⁵¹ Annual Report along with the Audited Financial Statements (Standalone & Consolidated) of the Company for the year ended on March 31,2025:

During the year under review, Revenue from Operations of the Company moderately grew by 1.44% at Rs. 4,876.14 Crores compared to Rs. 4,806.77 Crores of the previous year, on standalone basis and by 2.52% at Rs. 5,186.47 Crores compared to Rs. 5,059.10 Crores of the previous year, on consolidated basis.

The total income on Standalone basis for the Financial Year 2024-25 was moderately grew by 2.19% at Rs. 4,959.45 Crores compared to the total income of Rs. 4,853.26 Crores of the previous year and total income on consolidated basis for the Financial Year 2024-25 was grew by 2.27% at Rs. 5,246.09 Crores compared to the total income of Rs. 5,132.31 Crores of the previous year; the profit after tax on the standalone basis for the year was at Rs. 578.01 Crores compared to Rs. 608.60 of the previous year and profit after tax on the consolidated basis for the year was Rs. 541.57 compared to Rs. 625.10 Crores of the previous year.

During the year under review, the Company generated net cash from operating activities of Rs. 520.99 Crores compared to Rs. 489.46 Crores. The basic Earning Per Share of the Company during the Financial Year was Rs. 82.46 per share as compared toRs. 86.83 per share.

There are no material changes or commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.

Your directors are pleased to recommend a dividend of Rs. 14.00 (previous year Rs. 14.00) per Equity Share on 7,00,92,000 Equity Shares having face value of Rs. 2.00 each for the Financial Year ended on March 31,2025, for approval of the Shareholders of the Company at the ensuing Annual General Meeting. The dividend would be paid out of the profits for the year and the total dividend outgo, if approved, will be Rs. 98.13 Crores (previous year Rs. 98.13 Crores).

The dividend on Equity Shares is subject to approval of the Shareholders of the Company at the 41^st Annual General Meeting scheduled to be held on Tuesday, September 9, 2025.

As per the Income Tax Act, 1961, the Dividend is taxable in the hands of the Shareholders at the applicable tax rates of the respective Shareholders and the Company is required to deduct tax at source from dividend paid to the Shareholders at prescribed rates as perthe IncomeTax Act, 1961.

The dividend payout is in accordance with the Company's Dividend Distribution Policy. The Dividend Distribution Policy of the Company, in terms of Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), is available at the web link: https://www. ratnamani.com/ download/Code and Policv/Divident Distribution Policv.pdf.

The Record date for the purpose of payment of the dividend and the 41^st AGM for the Financial Year ended on March 31, 2025, is Tuesday, September 2,2025.

The Board of Directors doesn't propose to transfer any amount to any reserves, for the year under review.

The paid-up Equity Share Capital of the Company as on March 31,2025 was Rs. 1,401.84 Lakhs divided into 7,00,92,000 Equity Shares of face value of Rs. 2.00 each.

During the year under review, the Authorised Capital of the Company remained unchanged atRs. 1,800.00 Lakhs divided into 9,00,00,000 Equity Shares of face value of Rs. 2.00 each.

Your Company continues to be a debt free Company. The Company has Nil outstanding long-term borrowings (previous year Nil) as on March 31,2025. In addition to above, the outstanding current borrowings (including long-term borrowings maturing within one year) is Nil (previous year Rs. 4,523.97 Lakhs) as on March 31,2025.

During the year under review, your Company has not accepted any deposit from the Shareholders and public within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

The Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, are given in the notes to the Financial Statements.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Jayanti M. Sanghvi, Joint Managing Director of the Company, retires by rotation at the ensuing 41^st Annual General Meeting and being eligible offers himself for re-appointment.

In the Financial Year 2024-25, Smt. Nidhi G. Gadhecha completed her second consecutive term of five years each on August 8, 2024. The Board of Directors places on record its deep appreciation for the wisdom, knowledge, valuable advice, inputs, contribution and guidance provided by her, during her tenure as Non-Executive IndependentWoman Director.

The Nomination and Remuneration Committee (NRC) had previously decided that the candidate for independent directorship should have vast domain knowledge, qualification and experience in production, procurement, supply chain management, sales, marketing, financial, accountancy, audit, strategic leadership thinking, have natural flair for good corporate governance practices, risk management and compliances, information technology, data analytics etc. with a proven track record of integrity, competence and leadership.

Based on the recommendations of the NRC and approval of the Board, Smt. Sangeetha Chhajed was appointed as Non-Executive Independent Woman Director of the Company for a period of five years commencing from July 18,2024 through July 17, 2029. The aforesaid appointment was approved by the Shareholders of the Company by way of Special Resolution at the 40^th Annual General Meeting held on August 27,2024.

Likewise, based on the recommendations of the NRC, your directors had proposed the appointment of Shri Rajendra Shantilal Shah as Non-Executive Independent Director of the Company fora period of five years commencing from September 11, 2024 through September 10, 2029 and the Shareholders of the Company approved the appointment at the 40^th Annual General Meeting held on August 27,2024, by way of Special Resolution.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as per Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of Regulation 25(8) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impact or impair their ability to discharge their duties with an objective independent judgementand without any external influence. Based on the declarations received from the ID's, the Board has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and that they are independent of the management.

In the opinion of the Board, there has been no change in the circumstances, which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150 of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended. Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Shri Prakash M. Sanghvi, Chairman and Managing Director, Shri Jayanti M. Sanghvi, Joint Managing Director and Shri Shanti M. Sanghvi, Whole Time Director had been re-appointed for a period of five years from November 1, 2023, through October 31,2028.

Based on the recommendations of the NRC, your directors had proposed the appointments of Shri Manoj P. Sanghvi as WholeTime Directorand Chief Executive Officer and Shri Prashant J. Sanghvi as Whole Time Director for a period of five years commencing from September 11, 2024 through September 10,2029 and the Shareholders of the Company approved the appointments at the 40^th Annual General Meeting held on August 27, 2024, by way of Special Resolution.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees. The way, the evaluation has been carried out has been explained in the Corporate Governance Report.

Your Company pays commission to the Non- Executive Directors (including Independent Directors) to the extent not exceeding 0.50% of the net profits of the Company for a Financial Year calculated as provided under the Companies Act, 2013 and rules made thereunder. The details of the payment to them are given in the Corporate Governance Report.

The Board has framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as recommended by the Nomination & Remuneration Committee.

The policy of the Company on directors' appointment, including criteria for determining qualifications, positive attributes, independence of a directorand other matters, as required under Sub-section (3) of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the remuneration paid to the directors are governed by the Nomination and Remuneration Policy of the Company. The detailed Policy may be accessed from the website of the Company at the web link: https:// www.ratnamani.com/download/Code and Policy/NRC Policv.pdf. The highlights of the Remuneration Policy and other details are given in the Corporate Governance Report, which is forming part of Board's Report.

g) The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the web link: https://ratnamani. com/download/lnvestor info/Familiarization Programme of Independent Director.pdf.

h) The Company has undertaken Directors and Officers insurance for all the Directors of the Company pursuant to Regulation 25 (10) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The following persons are the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Companies Act 2013, read with the Rules framed thereunder.

1. Shri Prakash M. Sanghvi, Managing Director

2. Shri Jayanti M. Sanghvi, Joint Managing Director

3. Shri Shanti M. Sanghvi, WholeTime Director

4. Shri Manoj P. Sanghvi, WholeTime Director & Chief Executive Officer (appointed w.e.f. September 11,

2024)

5. Shri Prashant J. Sanghvi, Whole Time Director (appointed w.e.f. September 11,2024)

6. Shri Vimal Katta, Executive Director (Finance) & Chief Financial Officer

7. Shri Anil Maloo, Company Secretary & Compliance Officer

I n terms of Regulation 6 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has appointed Shri Anil Maloo, Company Secretary and Legal Head as the Compliance Officer of the Company.

Except as stated above, there is no change in the Key Managerial Personnel during the year under review.

Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the internal, statutory, cost, and secretarial auditors and external agencies including audit of internal financial controls over financial reporting by the Independent Auditors and the reviews performed by Managementand 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 Financial Year 2024-25.

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

b. 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 a true and fair view of the state of affairs of the Company as at March 31,2025 and of the profits of the Company for the financial year ended on March 31, 2025.

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. the Directors had prepared the Annual Accounts on a 'going concern'basis.

e. 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.

f. 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 Board of Directors met 5 times during the F.Y. 2024-25 and having a gap of not more than 120 days between 2 consecutive Board Meetings. The details of the board meetings and the attendance of the Directors are given in the Corporate Governance Report, which is forming part of this Report.

As provided in Section 177(8) of the Companies Act, 2013, the information about Audit Committee is given in the Corporate Governance Report. As at March 31, 2025, Shri Dhinal A. Shah is the Chairman of the Committee and Shri Sushil Solanki, Shri Jayanti M. Sanghvi and Smt. Sangeetha Chhajed are the Members of the Committee.

During the year under review, the Board had accepted all the recommendations of the Audit Committee.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad (ICAI Firm Registration No. 104744W) Independent Auditors of the Company shall hold office till conclusion of the 44^th Annual General Meeting to be held in the calendaryear 2028.

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

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.

Your directors have, based on the recommendation of the Audit Committee, appointed M/s. N. D. Birla & Co., Cost Accountants, as the Cost Auditors of the Company to audit the Cost accounts for the Financial Year 2025-26 at a revised remuneration of Rs. 2,00,000/-plus taxes as applicable and out of pocket expenses subject to ratification of the remuneration by the Shareholders in ensuing 41^st Annual General Meeting. Accordingly, a resolution seeking Shareholders' ratification for the remuneration payable to M/s. N. D. Birla & Co., Cost Accountants, is included in the Notice convening the 41^st Annual General Meeting. The Board of Directors recommends passing of the resolution by way of Ordinary Resolution.

Your Company has received consent from M/s. N. D. Birla &Co., Cost Accountants, to act as the Cost Auditors for conducting audit of the cost records for the Financial Year 2025-26 along with a certificate confirming their independence and arm's length relationship.

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, is required to appoint the Secretarial Auditors of the Company to conduct an audit of the secretarial records of the Company. Pursuant to Regulation 24A(1)(a) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (the Listing Regulations), the Company is required to undertake Secretarial Audit bya Secretarial Auditor, who shall bea Peer Reviewed Company Secretary and annex the Secretarial Audit Report, with the annual report of the Company.

Pursuant to the amended Regulation 24A(1)(b) read with (1C) of the Listing Regulations, w.e.f. April 1,2025, the Company on the recommendation of the Board of Directors shall appoint Secretarial Auditor for not more than one term of five consecutive years, if the Auditor is an individual, with the approval of its Shareholders in its Annual General Meeting.

Pursuant to the consent received, the Board of Directors appointed M/s. M. C. Gupta & Co., Company Secretaries in practice as the Secretarial Auditors of the Company to conduct an audit of the secretarial records, for five consecutive years commencing from April 1, 2025 through March 31, 2030 that is from Financial Year 2025-26 to Financial year 2029-30, and recommended for approval of the Shareholders in ensuing 41^st Annual General Meeting. Accordingly,a resolution seeking Shareholders'approval for appointment of M/s. M. C. Gupta & Co., Company Secretaries in practice is included in the Notice convening the 41^st Annual General Meeting. The Board of Directors recommend passing of the resolution by way of Ordinary Resolution.

The Independent Auditors, Cost Auditors and Secretarial Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

The Company complies with Secretarial Standards on Meetings of Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by the Institute of the Company Secretaries of India and such systems are adequate and operating effectively.

The Company enjoys a good reputation for its sound financial management and its ability to meet financial obligations. During the year under review, CRISIL Ratings Limited has re-affirmed "AA/positive" rating with an upward revision in outlook for the Company's long-term bank borrowings and re-affirmed "A1+"for its short-term bank borrowings.

The Company has adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit function is handled by an external firm of Chartered Accountants. The Internal Control Systems are regularly being reviewed by the Company's Internal Auditors with a view to evaluate the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and to ensure that these are working properly and wherever required, are modified/ tighten to meet the fast changing business requirements.

All the Departmental Fleads/Functional Fleads are certifying the compliance to all applicable rules, regulations and laws every quarter to the Board and are responsible to ensure

that internal controls over all the key business processes under their respective department/functions are operative. The scope of the Internal Audit is defined and reviewed every year by the Audit Committee and inputs, wherever required, are taken from the Independent Auditors. Based on the report of Internal Auditors, major audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Information required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended from time to time is given in Annexure-"A" which is forming part of this report.

The Company has installed windmills and Solar Power Panels at various places for"Green Energy Generation'', thus continuing to contribute, in a small way, towards a greener and cleaner earth.

The details of foreign exchange earnings and outgo as required under Section 134 and Rule 8(3) of Companies (Accounts) Rules, 2014 are mentioned in Annexure-"A''.

Your company has an elaborate Risk Management procedure covering various Risks including Business, Operational, Financial, Sectoral, Market, Regulatory and Compliance, Sustainability, Fluman Resources, Information and Cyber Security and Strategic Risks and its Assessment, measurement and mitigation processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis within the risk appetite as approved from time to time by the Board of Directors.

Your Company has a Risk Management Committee in accordance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The key risks and mitigating actions are being placed before the Committee and the Board of Directors of the Company. As on the date of this report, the Company does not foresee any critical risk, which threatens its existence.

As reported in earlier Board's Report, your Company had acquired 53% Equity Shares in Ravi Technoforge Private Limited, Rajkot, (RTL) on October 28, 2022 for Rs. 97.88 Crores. The 1^st Tranche of 53.00% stake acquisition consists of 26% of the issued, subscribed and paid-up share capital through share subscription in RTL underthe preferential allotmentand 27% of the issued, subscribed and paid-up share capital in RTL (post dilution) through purchase from the existing shareholders.

During the year under review, your Company acquired additional 27.02% stake in RTL on August 31, 2024 by acquiring 41,22,000 Equity Shares of Rs. 10.00 each at a price of Rs. 81.00 per share (including premium of Rs. 71.00 per share) aggregating to Rs. 33.39 Crores from the existing Shareholders of Ravi Technoforge Private Limited, under 2^ndTranche.

Consequent upon the above acquisition of second tranche, the Company now holds 1,22,08,050 Equity Shares of Rs. 10.00 each in RTL resulting to increase in its shareholding from 53.00% to 80.02% of the total equity share capital consisting of 1,52,56,716 Equity Shares of Rs. 10.00 each of Ravi Technoforge Private Limited.

As per the Agreement, the 3rd Tranche of 19.98% shall be completed not later than July 31,2027, however, the acquisition of the 3rd Tranche shall be subject to certain options as may be opted by the existing shareholders of the RTL during that time.

RTL is engaged into manufacturing of high precision forged and turned bearing rings, gear blanks and other similar bearing components having ultimate end use across diverse industrial and mobility applications.

During the Financial Year 2024-25, Ravi Technoforge Private Limited has achieved Revenue from Operations of Rs. 284.09 Crores compared to Rs. 254.97 Crores in the previous year and Total Income of Rs. 287.62 Crores compared to Rs. 257.89 Crores in the previous year.

The Total Income for the Financial Year 2024-25 was higher by 11.53% as compared to the previous Financial Year 2023-24.The Profit AfterTax during the year under review was higher by 49.58% at Rs. 10.07 Crores as compared to the previous year of Rs. 6.73 Crores.

As reported in earlier Board's Report, a joint venture agreement between Ratnamani Metals and Tubes Limited (RMTL) and Technoenergy AG, Switzerland (TEAG) (herein after called as JV partners) was entered into on September 22, 2023 to form a joint venture Company namely Ratnamani Finow Spooling Solutions Private Limited in India, a subsidiary Company.The said subsidiary company was incorporated on September 27,2023 with Authorised Capital of Rs. 360.00 Lakhs and initial paid up capital Rs. 270.00 Lakhs, the Shareholding is in the ratio of 51% to be held by RMTL and 49% to be held by TEAG, thereby the Company has subscribed 13,77,000 Equity Shares of Rs. 10.00 each. Any further issuance shall be brought in by the JV Partners, in their respective ratio of shareholding. RMTL reserves right to increase its shareholding upto 60% of the paid-up capital in the Company on fully diluted basis upon incurring any major capex in future. The purpose of the JointVenture subsidiary Company is for providing pipe spooling solutions, fittings and auxiliary support systems for piping and tubing applications.

Through this JV, RMTL proposes to wider its product basket by providing comprehensive piping and spooling solutions in India and across the globe to the end consumers. Your Company possesses necessary infrastructure and strong reputation in the market to complement and supplement TEAG (and its group companies) for providing spooling solutions considering the focus for localization in various critical sectors.

FINOW GmBH a Subsidiary of TEAG based out of Germany, is operating in this segmentsince decadesand possess strong technical expertise in manufacturing of the various types of high precision pipe spools, fittings, hanger support systems and auxiliary piping & tubing support solutions for power plants, chemical plants, oil & gas industries, water management and other industrial applications.

RMTL is assisting the subsidiary company by providing necessary support for setting up the manufacturing facility in Gujarat along with general management and administration of the company. While TEAG shall provide necessary technical expertise and know-how to the joint venture subsidiary company.

During the year under review, Ratnamani Finow Spooling Solutions Private Limited achieved Revenue from Operations of Rs. 55.61 Crores, Total Income at Rs. 56.12 Crores and Total Expenses stood at Rs. 64.22 Crores and the Net Loss was at Rs. 6.71 Crores.

The subsidiary company is at a very early stage of operations and the production/manufacturing facilities are being built up. The management of subsidiary company is hopeful of achieving good turnover and profitability going forward in the coming years. The net worth of the Company as at March 31, 2025 has been negative at Rs. 5.57 Crores, primarily due to higher fixed expenses in the initial period of incorporation. With the operations being full-fledged and the order book in hand, sales will be significantly higher than current year and accordingly, the negative net worth is expected to be reversed and become positive in next year.The Subsidiary Company is financially stable and is a going concern since, it has enough resources to meet its financial obligation and would be able to continue its business operations in foreseeable future.

The Company has one Wholly Owned Subsidiary in the State ofTexas, USA in the name"Ratnamani lnc."forthe purpose of marketing its products.

During the year 2024-25, Ratnamani Inc. achieved Revenue from Operations of USD 2,56,202 compared to USD 2,09,362 in the previous year. The Profit after Tax was USD 19,230 compared to USD 11,920 in the previous year.

As reported in earlier Board's Report, your Company had incorporated a wholly owned subsidiary company namely Ratnamani Middle East Pipes Trading LLC OPC on April 16, 2024 at Abu Dhabi in United Arab Emirates, for marketing of the Company's products. Your Company has subscribed 100% of the paid-up Share Capital of Emirati Dirhams 50,000 divided into 100 shares of 500 Emirati Dirhams each.

During the period under review, Ratnamani Middle East Pipes Trading LLC OPC achieved Revenue from Operations of AED 1,47,736, andToal Expenses stood at AED 1,40,701 and the Net profit stood at AED 7035.

As reported in earlier Board's Report, your Company had entered into a JointVenture/Shareholders Agreement executed with Technoenergy AG, Switzerland and Mr. Andrey Merzlyakov and received on December 19,2023 to form a Company namely Ratnamani Trade EU AG in Lucerne, Switzerland. Your Company, on December 18, 2024, subscribed to 60% shares in the Company by subscribing 60,000 Shares of EURO 10 each, during the year under review.

The purpose of joint venture subsidiary company is to promote and distribute your Company's Stain less-Steel Products in the European market.The JointVenture subsidiary Company shall be the exclusive trading house to import and distribute various categories of stainless-steel products in Europe, which are manufactured by RMTL under its brand. It would help your Company to develop its local presence, branding, superior servicing to European customers and also to meet the faster delivery commitments by maintaining the stock of its key products.

Technoenergy AG has professional sales team having long experience in selling stainless steel tubes and pipes in Europe. They shall provide local support in day-to-day operations and handling of the products imported from RMTL-India, sales, marketing and promotion of the products.

During the period under review, Ratnamani Trade EU AG achieved Revenue from Operations of EURO 26,36,216 and Total Expenses stood at EURO 31,18,652 and the Net loss stood at EURO 4,82,436.

The Board of Directors periodically reviews the performance of the subsidiary companies. Details of the same is enumerated in the Corporate Governance Report, which is forming part of this report.

In accordance with Section 129(3) of the Act, the Company has prepared Consolidated Financial Statements of the Company and all its subsidiaries, which forms part of the Annual Report. Further, the report on the performance and financial position of

each subsidiary and salient features of their Financial Statements in the prescribed Form AOC-1 is annexed to this report at Annexure-"B".

Your directors have pleasure in attaching the Consolidated Financial Statements for the Financial Year ended on March 31,2025 pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and the Indian Accounting Standards ("Ind AS'') and approved by the Board.These Consolidated Financial Statements have been prepared on the basis of the Audited Financial Statements of the Company and its Subsidiary Company, as approved by their respective Board of Directors.

In accordance with the provisions of Section 136 of the Act and the amendments thereto, read with the SEBI Listing Regulations, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Financial Statements of the subsidiary companies are available on our website and the same can be accessed at the web link: http://www.ratnamani.com/investors relations.html.

Except as stated above, there is no other Company, which has become or ceased to be subsidiary, joint venture or associate company, of the Company. There has been no material change in the nature of the business of the subsidiaries.

Your Company does not have any material subsidiary Company. The policy for determining material subsidiary(ies) of the Company has been provided at the website of the Company at https://ratnamani. com/download/Code and Policv/Policv Of Determination Of Material Subsidiaries And Its Governance.pdf

Joint Venture cum Shareholders Agreement with Saudi Electric Supply Company Limited, Kingdom of Saudi Arabia, a Tamimi Group Company:

Your Company entered into Joint Venture cum Shareholders Agreement with Saudi Electric Supply Company Limited (SESCO), Kingdom of Saudi Arabia, a Tamimi Group Company on April 10,2025, to form a JointVenture Company ("JV Company") at Dammam or any place in the Kingdom of Saudi Arabia, which shall be a subsidiary Company and shall set up a manufacturing facility of seamless products. The shareholdings of the proposed JV Company upon incorporation shall be 75% with your Company and 25% of the equity shareholding shall be with SESCO.

The purpose of the proposed JV Company is to provide the critical tubing solutions to the consumers in the Kingdom of Saudi Arabia (KSA)/Gulf Co-operation Council (GCC) Countries and even to the rest of the world on opportunities basis. The JV shall fulfil the objective of manufacturing seamless products locally, which are presently being imported by the consumers of KSA/GCC.lt would help the Company to develop its local presence, branding and superior servicing to KSA/GCC Customers.

SESCO is engaged in the business of providing comprehensive supply chain solutions to the large process industries in Oil & Gas, Petrochemicals, other heavy industries and large construction & infrastructure segment. SESCO is based out in Saudi Arabia and shall provide all the support from all its sister companies within the Tamimi Group, for project implementation, assessment of the Saudi market, legal support, assisting in operations, management and complying with laws of the land.

Your Company is committed to good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down under the Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with in letter and spirit. The details are given in Annexure-"C".

The Board has framed Code of Conduct for all Board Members and Senior Management of the Company and they have affirmed the compliance during theyear under review.

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the Corporate Governance Report and the Secretarial Auditor's Certificate regarding compliance of conditions of Corporate Governance are attached and forms part of the Annual Report.

Management Discussion and Analysis is set out in a separate section included in this Annual Reportand forms partofthis Report.The Audit Committee has reviewed the Management Discussion and Analysis of financial conditions and results of operations during the year under review.

The key philosophy of all CSR initiatives of the Company is guided by the Company's philosophy of giving back to the society as a responsible corporate citizen. The Company's CSR policy provides guidelines to conduct CSR activities of the Company.

The CSR Policy may be accessed on the Company's website at the web link: https://www.ratnamani.com/download/ Code and Policv/CSR Policv.pdf

The Company has identified the following asThrustareas:

a) Promoting education, including employment enhancing vocational skills and special education, with focus on children, women, elderly and the differently abled ones and also to actively support livelihood enhancement projects;

b) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;

c) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources, maintaining quality of soil, air and water, using green energy and taking other initiatives for environmental protection (including Pond deepening, rain-water harvesting);

d) Promoting gender equality, empowering women, day care centres and measures for reducing inequalities faced by socially and economically backward groups;

e) Rural development projects;

f) Training to promote rural sports, nationally recognised sports. Paralympic and Olympic sports;

g) Measures for the benefit of armed forces veterans, war widows and their dependents, Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans and their dependents including widows.

During the year, the Company has spent Rs. 801.06 Lakhs on CSR activities out of the budget for the year 2024-25. During the year, the Company has also spent Rs. 347.22 Lakhs, out of the CSR budget for the pervious years. The details of CSR activities and expenses are given in Annexure-"D".

The Annual Return in Form MGT-7 of the Company can be accessed from the website of the Company at https://www. ratnamani.com/investors relations.html#left-tab6.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are provided in Annexureto this Report.

A) In terms of Regulation 24A(1) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and pursuant to Section 204(1) of the Companies Act, 2013, the Secretarial Audit Report for the Financial Year ended March 31,2025 is annexed with the Board's Reportand forms part of the Annual Report as given in Annexure-"F".

Further, the Secretarial Audit Report does not contain any qualification, observation, reservation, adverse remark or disclaimer.

B) In terms of Regulation 24A(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Secretarial Compliance Report signed by Secretarial Auditor of the Company for the Financial

Year ended on March 31, 2025 has been submitted to the Stock Exchanges by the Company. The said Secretarial Compliance Report may be accessed from the website of the Comoanvat https://www.ratnamani. com/investors relations.html#left-tab6.The SecretariaI Auditor satisfies the conditions mentioned in Sub-Regulations (1A and IB) of Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

As per the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibilityand Sustainability Report containing a detailed overview of initiatives taken by your Company from Environmental, Social and Governance perspectives, is forming part of the Annual Report. However, in terms of NSE circular no. NSE/CML/2024/11 dated May 10, 2024 and BSE Notice No. 20240510-48 dated May 10,2024 pertaining to Business Responsibility and Sustainability Report - FAQs & General Observations/Guidelines for filing of BRSR, the Business Responsibility and Sustainability Report for the Financial Year 2024-25 is not being annexed to the Annual Report and the same can be accessed from https:// ratnamani.com/investors relations.html#left-tab4.

The Company has Vigil Mechanism/Whistle Blower in the terms of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. One may access the Chairman of the Audit Committee through an e-mail or a letter addressed to him, who is a designated director under the policy. No person is denied access to the Chairman of the Audit Committee. The Vigil Mechanism in the Company fosters a culture of trust and transparency among all its stakeholders.

The Policy on vigil mechanism/whistle blower policy may be accessed on the Company's website at the web link: https://www.ratnamani.com/download/Code and Policy/Viail Mechanism Policv.pdf

The Company has framed a Policy on materiality of Related PartyTransactions and on dealing with Related PartyTransactions for the purpose of identification and monitoring of such transactions.The policy on Related PartyTransactions as approved by the Board has been hosted on the Company's website at the web link: https://www.ratnamani.com/download/Code and Policv/MAT RPT POLICY.pdf

All the related party transactions and subsequent material modifications, if any, were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There were no

material related party transactions entered into by the Company with Promoters, Promoters Group, Directors, Key Managerial Personnel or other designated persons or related party that may have a potential conflict with the interest of the Company as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Related PartyTransactions are placed before the Audit Committee and also before the Board for its approval. The Company obtains prior omnibus approval of the eligible related party transactions of the Audit Committee, which fulfils the criteria. The Audit Committee quarterly reviews all the related party transactions entered into by the Company.

Accordingly, the disclosure of Related PartyTransactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Section 188(2) of the Companies Act, 2013 is mentioned in the Form AOC - 2, which is given in Annexure-"G".

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the Standalone/Consolidated Financial Statements forming part of Annual Report for the FY 2024-25.

The Company is an equal opportunity Company and has zero tolerance for sexual harassment at workplace. It has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year 2024-25, there was no complaint/case of sexual harassment received and hence no complaint remains pending as on March 31, 2025.

In compliance with Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, your Company has formulated a policy for determination of materiality of events and pursuant to the same, the Company makes disclosures to the Stock Exchanges. The said policy can be accessed from the website of the Company at https://www. ratnamani.com/download/Code and Policv/policv for determination of materilitv of event or information.pdf.

Your Company has authorized the Key Managerial Personnel (KMP) jointly and severally for the purpose of determining materiality of an event or information and making disclosures to the Stock Exchanges.

With a view to attract, retain, motivate, and reward key employees of the Company for their performance and to motivate them to continue to contribute to the growth and profitability of the Company, and to attract fresh best talent, the Company has granted stock options to eligible employees under the Ratnamani Employee Stock Option Scheme - 2024 (RMTL ESOS 2024/ ESOP Scheme).

The Company, vide special resolutions passed by the Shareholders at their meeting held on August 27, 2024, approved grant of up to 36,00,000 options to eligible employees of the Company and its subsidiary company(s). In terms of the said approval, the Nomination and Remuneration Committee (Compensation Committee) of the Company administers the RMTL ESOS 2024 and grants stock options to eligible employees. The Committee determines eligibility of the employees to receive options, the number of options to be granted, the exercise price, the vesting period and the exercise period etc.

Accordingly, the Nomination and Remuneration Committee (Compensation Committee) at its meeting held on November 14,2024 granted 4,31,224 Options to the eligible employees of the Company and its subsidiary company.

The eligible employees are entitled against each option to subscribe for one equity share of face value of Rs. 2.00 each at an exercise price which would be at a discount of 25% from the market price as on the date of the Grant by the Nomination and Remuneration Committee (Compensation Committee). As per the approved scheme, the Eligible employees are entitled to exercise the option within a period of maximum three years from the date of each vesting. In the case of termination of employment by the Company due to misconduct, all options, vested or not, stand cancelled immediately. In case of voluntary resignation, all unvested options stand cancelled. In case of retirement of employees, vested options are exercisable as per the schedule of vesting and are exercisable within a period of 12 months. There are no other vesting conditions, apart from service condition. The detailed Ratnamani Employees Stock Option Scheme may be referred to from the website of the Company at www.ratnamani.com.

The Employee Stock Options under the said grant shall vest over a period of five years that is 20% every year and as per the terms approved by the Nomination and Remuneration Committee (Compensation Committee) at its meeting held on November 14,2024, the eligible employees are entitled to exercise the option within a period of 1 year from the date of each vesting, failing which the Options shall stand cancelled.

There is no material change in the ESOP Scheme during the financial year under review.

The ESOP Scheme has been formulated in accordance with the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the ESOP Scheme as required under the above-mentioned SEBI Regulations are available on the Company's website at https://www.ratnamani.com/download/ Financials/disclosure-rea-14-SEBI-(SBEB-and-SE)- reaulations-2021/march-31-2025.pdf.

The certificate of Secretarial Auditor in terms of Regulation 13 of the aforesaid Regulations confirming compliance of the RMTL ESOS 2024 Scheme with the above-mentioned SEBI Regulations and as per the resolution passed by the Shareholders of the Company, shall be placed before the ensuing 41⁵¹ Annual General meeting of the Company and is available for electronic inspection at the ensuing 41^st Annual General meeting of the Company.

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/instances on these items during the year under review:

a) There has been no material change in the nature of business during the year under review.

b) There has been no i) Issue of equity shares with differential rights as to dividend, voting or otherwise or ii) issue of equity shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.

c) There were no material changes or commitments affecting the financial position of the Company and except as reported in the Board's Report, there are no other events to report that has happened subsequent to the date of financial statements and the date of this report.

d) Neither the Managing Director, Joint Managing Director nor the Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

e) No significant or material orders were passed by the Regulators or Courts or Tribunals, which affect the going concern status and Company's operations in future.

f) There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

g) There is no instance for one time settlement with

Banks or Financial Institutions. Hence, there is no question 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.

Your directors place on records their gratitude for the valuable support rendered by the various stakeholders such as, shareholders, customers, and suppliers, among others, investors, business associates, joint venture partners, subsidiary companies Government of India, various State Government departments.

Banks, regulatory authorities and their officials.The directors also commend the continuing commitment and dedication of the employees atall levels, which has been critical for the Company's success.

The directors look forward to the continued support of all stakeholders in future also.