Directors Report of Rajnandini Metal Ltd.

Mar 31, 2025

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

Particulars	Year Ended 31.03.2025 (Rs. in Lakhs)	Year Ended 31.03.2024 (Rs. in Lakhs)
Revenue from operations	1,03,358	1,21,243
Other income	833	850
Profit Before Finance Cost, Depreciation & Amortization, Other Expenses and Taxation	3,758	5,711
Less: Finance Cost	1,317	1,138
Less: Depreciation and amortization	120	121
Less: Other Expenses	2,593	2,714
Profit Before tax	(272)	1,738
Less: Provision for tax
Current Tax	18	240

Deferred Tax	(73)	(26)
Net Profit for the Year	(217)	1,524
Less: Income Tax Paid for earlier year	-	-
Add: Other Comprehensive Income	2	4
Total Comprehensive Income	(215)	1,528
Interim Dividend paid	-	-

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:

Sl. No.	Name	Designation
1.	Mr. Manoj Kumar Jangir	Executive Director & CFO
2.	Mr. Ashok Kalra	Executive Director
3.	Mrs. Ankita Bhargva	Independent Director
4.	Mr. Sanjeev Chhaudha	Independent Director
5.	Mr. Arun Sharma	Independent Director
6.	Mr. Yogender Kumar Sharma	Company Secretary and Compliance officer

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 âNotes to IND AS Financial Statementsâ).

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
armâs 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 companyâs 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:

;sl No.	Disclosures of amounts at the year end and the maximum amount of loans/ advances/ Investments outstanding during the year	Details
1.	Loans and advances in the nature of loans to subsidiaries by name and amount	NA
	â¢ Loans and advances in the nature of loans to associates by name and amount.	NA
	Loans and advances in the nature of loans to firms/companies in which '' directors are interested by name and amount.	_NIL
2.	Investments by the loanee in the shares of parent company and subsidiary company, when the company has made a loan or advance in the nature of loan.	NIL ''

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 Companyâs 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 Companyâs 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-

Sl.No.	Observation	Management Response
1.	Composition of Board is inadequate. Number of board member is less than six during the period 02.01.2025 to 24.03.2025.	The new women independent director appointed w.e.f. March 25, 2025 and the required strength was restored.
2.	Composition of Board is inadequate with minimum half of the Board shall constitute of Independent Directors.	The Company has appointed new Independent Director w.e.f. March 25, 2025, and is now in compliance.
3.	No Woman Director is appointed on the Board during the period 02.01.2025 to 24.03.2025.	Mrs. Ankita Bhargava, Independent and Woman Director has been appointed to the Board w.e.f. March 25, 2025.
4.	Half of the Board Composition do not constitute Non- Executive Directors during the period 02.01.2025 to 24.03.2025.	The composition has since been rectified and meets the regulatory requirements w.e.f. March 25, 2025.
5.	Number of members in Nomination and Remuneration Committee is less than three during the period 02.01.2025 to 24.03.2025.	This non-compliance was also addressed with , the induction of Mrs. Ankita Bhargava into the Committee following her appointment to the Board, thereby restoring full compliance effective March 25, 2025.
'' 6.	Promoters and Directors of the Company has " executed trades in the equity shares of the Company . and the trading plan is not approved by the Compliance Officer. Trading plan is also not submitted to the Stock Exchange.	Noted for the compliance. We shall ensure that such non-compliance will not occur in future.
7.	The Company has not disclosed credit ratings issued by Care Ratings dated October 16, 2024 and March 20, 2025 to the Stock Exchange within 24 hours.	Noted for the compliance. We shall ensure that such non-compliance will not occur in future.
8.	Non disclosure of Search / Survey conducted at the registered office of the Company and residence of the Directors by DGCI - Gurugram, CBIC, State Tax Authorities to the Stock Exchanges within 24 hours.	Noted for the compliance. We shall ensure that such non-compliance will not occur in future.
9.	Non - disclosure of summons issued to the Company and its Directors in connection of enquiry about evasion of GST and allied matters to the Stock Exchanges within 24 hours.	Noted for the compliance. We shall ensure that such non-compliance will not occur in future.
10.	Non - disclosure of Summon issued to the Promoters of the Company for financial transactions by the Company with some other company being subject to ED investigation to the Stock Exchanges within 24 hours.	Noted for the compliance. We shall ensure that such non-compliance will not occur in future.

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 âSexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â.

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

Sl.No.	Particulars	Details
1.	Number of complaints filed during the financial year	''Nil .
.2.	Number of complaints disposed of during the financial year	Not Applicable
3.	Number of complaints pending as on end of the financial year	Nil

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 companyâs
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 companyâs 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. NonÂ¬
Executive 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-
policy-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

Stakeholdersâ 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 DIRECTORSâ 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
companyâs 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 DIRECTORâS 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:

''Annexure	Particulars
1	''Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
2	Particulars of Employees under Section 134(3)(q) and Section 197(12) of the Companies Act, 2013
3	Secretarial Audit Report
4	Management Discussion and Analysis Report
5	Report on Corporate Social Responsibility
6	Corporate Governance Report

47. CAUTIONARY STATEMENT

Statements in this report, describing the Companyâs 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
Companyâs 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 Companyâs 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 âgoing concern basisâ.

(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 Companyâs Internal Auditors have conducted periodic audits to provide reasonable assurance that the
Companyâs 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 Companyâs employees
at all levels.

For and on behalf of Board of Director
s/d/- sd/-

Sanjay Choudhary Ashok Kalra

Chairman & Managing Director Director

DIN: 11224217 DIN: 09024019

Date: August 19, 2025
Place: Bawal

Mar 31, 2024

The Board of Directors are pleased to present the 14^th Annual Report of the Company together with the audited Financial Statements for the year ended March 31, 2024.

1. THE STATE OF THE COMPANY AFFAIR

Our Company has a manufacturing unit spread in 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 2023-24 was Rs. 1220.93 crores against the total income of Rs. 1039.05 crores achieved during last fiscal. Operating income for the current year increased to Rs. 1212.43 crores against Rs. 1028.88 crores during last fiscal.

> EXPENSES

The total expenditure for the FY 2023-24 amounted to Rs. 1203.55 crores as against expenditure of Rs. 1017.93 crores during last fiscal.

> PROFIT

During the FY 2023-24, your Company earned net profit after tax of Rs. 15.24 crores against the net profit after tax of Rs. 13.68 crore during last fiscal.

> SHARE CAPITAL

During FY 2023-24, your Company has not increased its Authorized Share Capital.

3. FINANCIAL HIGHLIGHTS

Particulars	Year Ended 31.03.2024 (Rs. in Lakhs)	Year Ended 31.03.2023 (Rs. in Lakhs)
Revenue from operations	1,21,243	1,02,888
Other income	850	1,017
Profit Before Finance Cost, Depreciation & Amortization, Other Expenses and Taxation	5,711	5,441
Less: Finance Cost	1,138	728
Less: Depreciation and amortization	121	119
Less: Other Expenses	2,714	2,482
Profit Before tax	1,738	2,112
Less: Provision for tax
Current Tax	240	710

Deferred Tax	(26)	34
Net Profit for the Year	1,524	1,368
Less: Income Tax Paid for earlier year	-	-
Add: Other Comprehensive Income	4	-
Total Comprehensive Income	1,528	1,368
Interim Dividend paid	-	184

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 31,2024.

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, 2024.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Manoj Kumar Jangir (DIN-08069170), retires by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends the re-appointment of Mr. Manoj Kumar Jangir 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.

Presently, the Board of Directors of the Company comprise of the following:
	Sl. No.	Name	Designation
	1.	Mr. Het Ram	Managing Director
	2.	Mr. Manoj Kumar Jangir	Executive Director & CFO
	3.	Mr. Ashok Kalra	Executive Director
	4.	Mrs. Anjali	Independent Director
	5.	Mr. Sanjeev Chhaudha	Independent Director
	6.	Mr. Arun Sharma	Independent Director
	7.	Mr. Yogender Kumar Sharma	Company Secretary and Compliance officer

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 financial year, no material changes have occurred which have affected the financial position 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 âNotes to IND AS Financial Statementsâ).

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 armâs 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 companyâs 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:

Sl. No.	Disclosures of amounts at the year end and the maximum amount of loans/ advances/ Investments outstanding during the year	Details
1.	Loans and advances in the nature of loans to subsidiaries by name and amount	NIL
	â¢ Loans and advances in the nature of loans to associates by name and amount.	NIL
	Loans and advances in the nature of loans to firms/companies in which ''directors are interested by name and amount.	NIL
2.	Investments by the loanee in the shares of parent company and subsidiary company, when the company has made a loan or advance in the nature of loan.	NIL

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. Sanmarks & Associates, Chartered Accountants, (FRN: 003343N) Statutory Auditors of the Company were appointed in the 9^th Annual General Meeting of the Company held on July 26, 2019 for a term of 5 years to hold office till the conclusion of 14^th Annual General Meeting of the Company.

As per Companies Act, 2013, M/s. Sanmarks & Associates have completed their term and are not eligible for reappointment. Based on the recommendation of Audit Committee and Board of Directors, your company seeks approval for the appointment of M/s. K A P G & Associates, Chartered Accountants (FRN: 032569N) as our Statutory Auditors of the Company for a term of 5 years to hold office from the conclusion of 14^th Annual General Meeting of the Company till the conclusion of 19^th Annual General Meeting of the Company.

Information about the proposed appointment as Statutory Auditor is given in the Notice of AGM, which form part of this Annual Report.

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 2024-25 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 has been filed with the Ministry of Corporate Affairs within stipulated time period.

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. The vigil mechanism provides for (a) adequate safeguards against victimization of persons who use the vigil mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Company in appropriate or exceptional cases. Vigil Mechanism (Whistle Blower Policy) is available on the Companyâs 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 2023-24. 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-

Sl.No.	Observation	Management Response
	Promoters and Directors of the Company has ''executed trades in the equity shares of the Company and the trading plan is not approved by the '' Compliance Officer. Trading plan is also not submitted to the Stock Exchange.	The Board of Directors in their meeting held on August 29, 2024 has considered and took on record the Secretarial Audit Report of 2023-24 and observations given by the Secretarial Auditor. Board assure that such non-compliance will not occur in future. ¹¹

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 âSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â.

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 2023-24, the details of the complaints were as under

Sl.No.	Particulars	Details
1.	Number of complaints filed during the financial year	Nil
2.	Number of complaints disposed of during the financial year	Not Applicable
3.	Number of complaints pending as on end of the financial year	Nil

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 in Annexure-6.

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 companyâs website link at https://www.rainandinimetal.com/investor.

24. PERFORMANCE EVALUATION OF BOARD & INDIVIDUAL DIRECTORS

In compliance with 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 on March 15, 2024 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 companyâs 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.

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. Het Ram and Mr. Ashok Kalra as the members.

The web-link of the CSR Policy is https://www.rainandinimetal.com/RainandiniMetalImage/InvestorsPdf/csr-policy-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. Anjali 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

Stakeholdersâ Relationship Committee comprised of Mr. Sanjeev Chhaudha as Chairman and Mr. Het Ram & 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 DIRECTORSâ 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 31,2024.

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, 2024, 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 companyâs 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. ANNEXURES FORMING A PART OF DIRECTORâS 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:

Annexure	Particulars ''
1	Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo ''
2	Particulars of Employees under Section 134(3)(q) and Section 197(12) of the Companies '' Act, 2013
3	Secretarial Audit Report ''
4	Management Discussion and Analysis Report
5	Report on Corporate Social Responsibility
6	Corporate Governance Report " ^_ "

44. CAUTIONARY STATEMENT

Statements in this report, describing the Companyâs 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 Companyâs 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.

45. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors wish to inform members that the Audited Accounts containing Financial Statements for the Financial Year 2023-24 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 Companyâs 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 âgoing concern basisâ.

(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.

46. 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 Companyâs employees at all levels.

Mar 31, 2023

The Board of Directors are pleased to present the 13^th Annual Report of the Company together with the audited Financial Statements for the year ended March 31, 2023.

1. THE STATE OF THE COMPANY AFFAIR

Our Company has a manufacturing unit spread in 2 acres of land situated at Plot no. 344, Sector - 3, Phase - II, IMT Bawal - 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 nonprecious 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 2022-23 was Rs. 1039.05 crores against the total income of Rs. 1029.50 crores achieved during last fiscal. Operating income for the current year increased to Rs. 1028.88 crores against Rs. 1028.25 crores during last fiscal.

> EXPENSES

The total expenditure for the FY 2022-23 amounted to Rs. 1017.93 crores as against expenditure of Rs. 1015.35 crores during last fiscal.

> PROFIT

During the FY 2022-23, your Company earned net profit after tax of Rs. 13.68 crores against the net profit after tax of Rs. 10.02 crore during last fiscal.

> SHARE CAPITAL

During FY 2022-23 your Company has increased its Authorized Share Capital and Issue Bonus Shares. The details are as follows:

INCREASE IN AUTHORIZED AND PAID-UP CAPITAL

Authorized Share Capital

Paid-Up Share Capital

Nature

No. of Shares

(in Rs.)

Total

No. of Shares

(in Rs.)

Total

Shares as on March 31, 2022

2,00,00,000

20,00,00,000

1,84,32,000

18,43,20,000

Shares as on	50,00,00,000	1	50,00,00,000	27,64,80,000	1	27,64,80,000
March 31 ,2023

3. FINANCIAL HIGHLIGHTS

Particulars	Year Ended 31.03.2023 (Rs. in Lakhs)	Year Ended 31.03.2022 (Rs. in Lakhs)
Revenue from operations	1,02,888	1,02,825
Other income	1,017	125
Profit Before Finance Cost, Depreciation & Amortization, Other Expenses and T axation	5,441	4,008
Less: Finance Cost	728	_ 397
Less: Depreciation and amortization	. 119	114
Less: Other Expenses	'' 2,482	2,082
Profit Before tax	2,112	1,415
Less: Provision for tax
Current T ax	''710 i	367
Deferred Tax	34	46
Net Profit for the Year	1,368	1,002
Less: Income Tax Paid for earlier year	-	-
Add: Other Comprehensive Income	-	-
T otal Comprehensive Income	1,368	1,002 .
Interim Dividend paid	184	_ - ''

4. DIVIDEND

During the year, the Board of Directors had declared Interim Dividend of Rs. 1.00/- per equity share of face value of Rs. 10/- each on August 01,2022 which has been paid on August 25, 2022.

5. TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserve for the financial year ended March 31, 2023.

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, 2023.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Ashok Kalra, 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 financial year, Mr. Shiv Kumar, resigned as Independent Director w.e.f. March 25, 2023 and Mrs. Kavitarani, resigned as the Executive Director w.e.f. November 30, 2022 from the Company.

The Board places on record deep appreciation for guidance and support provided by Mr. Shiv Kumar and Mrs. Kavitarani during his tenure with the Company.

Mr. Jitender Kumar Sharma, Company Secretary and Compliance Office also resigned from the company w.e.f. December 12, 2022.

Board has, on the recommendation of Nomination and Remuneration Committee, appointed Mr. Manoj Kumar Jangir (DIN: 08069170) as Additional Executive Director of the Company w.e.f. November 30, 2022 and Mrs. Anjali (DIN: 10096292) as the Additional Non-Executive Independent Director of the company w.e.f. March 25, 2023 subject to the approval of the shareholders. The Committee of the Board has reconstituted and the details is given in the Corporate Governance Report.

In the meeting held on March 25, 2023, Mr. Yogender Kumar Sharma also has appointed as the Company Secretary and Compliance Office of the Company.

In the Postal Ballot dated May 09, 2023, shareholders have approved the appointment of Mr. Manoj Kumar Jangir as the Executive Director and Mrs. Anjali as the Non-Executive Independent Director of the Company.

> Presently the Board of Directors of the Company comprise of the following:

S. NO	âName	Designation
1.	Mr. Het Ram	Managing Director
2.	Mr. Manoj Kumar Jangir	Executive Director & CFO
3.	Mr. Ashok Kalra	Executive Director
4.	Mrs. Anjali	Independent Director
5.	Mr. Sanjeev Chhaudha	Independent Director
6.	Mr. Arun Sharma	Independent Director
7.	Mr. Yogender Kumar Sharma	Company Secretary and Compliance officer _

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

The particulars as required under the provisions of Section 134(3) (l), following changes have occurred which have affected the financial position of the company occurred between the end of the financial year of the company and the date of Boardâs Report.

- Company in its Board Meeting held on August 01, 2022 has declared an Interim Dividend of 10% (i.e. Re. 1/- per share) amounting to Rs. 1,84,32,000 (One Crore Eighty-Four Lakhs Thirty-Two Thousand) be paid out of the F.Y. 2022-23.

- Company in its Board meeting held on August 10, 2022 passed resolution subject to approval of shareholders to issue fully paid-up Bonus shares in the ratio 1:2 aggregating to further issue of

92.16.000 (Ninety-Two Lakhs Sixteen Thousand) shares of Rs. 10 each amounting to Rs.

9.21.60.000 /- (Rupees Nine Crores Twenty-One Lakhs, Sixty Thousand only), for distribution among the existing equity shareholders of fully paid equity shares 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. 11 to the âNotes to IND AS Financial Statementsâ).

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 armâs 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 companyâs financial statements in accordance with the applicable provisions / Accounting Standards.

In terms of the revised materiality thresholds as per the amended Listing Regulations, 2015, approval of the Shareholders was obtained for certain material related Party transactions by way of a Postal Ballot. The said approval was received on June 16, 2023 by way of an ordinary resolution passed through Postal ballot. Since, there were no transactions requiring disclosure under provisions of the Act, Form AOC-2 does not form a part of this report

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

Sl. No.	Disclosures of amounts at the year end and the maximum amount of loans/ advances/ Investments outstanding during the year	Details
1.	Loans and advances in the nature of loans to subsidiaries by name and amount	NIL
	''â¢ Loans and advances in the nature of loans to associates by name and amount.	NIL
	Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount.	NIL
2.	Investments by the loanee in the shares of parent company and subsidiary company, when the company has made a loan or advance in the nature of loan.	NIL

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.rajnandinimetal.com.

13. STATUTORY AUDITORS

Pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and in pursuance to resolution passed by the members of the Company at the Annual General Meeting dated July 26, 2019 for appointment of M/s. Sanmarks & Associates, Chartered Accountants, (FRN: 003343N) as statutory auditor of the Company for a block subsequent five financial years ending March 31, 2024 subject to ratification by the Shareholders approval in every year. Your Directors recommends the ratification of appointment of Statutory Auditors in the AGM to be held for FY 2023-24.

14. COST AUDITOR

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder, M/s. Vandana Bansal & Associates, Cost Accountants (Firm registration No. 100203) has been appointed as the Cost Auditor of the Company for the year ending March 31, 2024. Cost audit report for financial year 2022-23 has been filed with the Ministry of Corporate Affairs within stipulated time period.

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. The vigil mechanism provides for (a) adequate safeguards against victimization of persons who use the vigil mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

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 2022-23. 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-

- The Company has not appointed qualified Company Secretary as the Compliance Officer from December 13, 2022 till March 24, 2023 resulting in non-compliance of regulation 6(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015. Response- The Company has appointed Mr. Yogender Kumar Sharma as a Company Secretary and Compliance Officer w.e.f. March 25, 2023.

- The Company has not appointed Woman Director on the Board from November 30, 2022 till March 24, 2023 resulting in non-compliance of regulation 17(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Response- The Company has appointed Mrs. Anjali (DIN: 10096292) as an Independent Women Director w.e.f. March 25, 2023.

- The Company has not taken approval from the Shareholders for appointment of Shri Manoj Kumar Jangir as an Executive Director within the prescribed time limits of 90 days resulting in noncompliance of regulation 17(1 C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Response- The Company has regularized the appointment of Shri Manoj Kumar Jangir through the Postal Ballot on June 16, 2023.

- The Company has not disclosed its Corporate Social Responsibility (CSR) Policy in its Board Report resulting in violation of provisions of Section 135 of Companies Act, 2013.

Response- Noted. The CSR was applicable for the first time on the company in the last financial year. We apologize for any oversight that may have led to this omission in our recent Board Report. We will ensure that such incidents will not recur in the future.

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 âSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â.

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 2022-2023, the details of the complaints were as under

Sl.No.	Particulars	Details
1.	Number of complaints filed during the financial year	Nil
2.	Number of complaints disposed of during the financial year	Not Applicable
3.	Number of complaints pending as on end of the financial year	Nil

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 companyâs website link at https://www.rainandinimetal.com/investor.

24. PERFORMANCE EVALUATION OF BOARD & INDIVIDUAL DIRECTORS

The performance evaluation of Independent Directors was done by the entire Board of Directors on March 25, 2023 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 and senior management personnel. The policy is approved by the Nomination and Remuneration Committee and the Board.

The policy is available on the companyâs website and web link for the same is https://www.rainandinimetal.com/RainandiniMetalImage/InvestorsPdf/nomination-remuneration-policy-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. Non- Executive Directors are paid sitting fee in accordance with the Companies Act, 2013.

26. PUBLIC 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 andforms 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. Het Ram and Mr. Ashok Kalra as the members.

The web-link of the CSR Policy is

https://www.rainandinimetal.com/RainandiniMetalImage/InvestorsPdf/csr-policy-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. During the year, Mr. Shiv Kumar resigned the office of member of the Audit Committee w.e.f. March 25, 2023. Mr. Manoj Kumar Jangir has been inducted as a Member of the Committee w.e.f. March 25, 2023.

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.

32. NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee comprised of Mr. Arun Sharma as Chairman and Mr. Sanjeev Chhaudha and Mrs. Anjali as members. During the year, Mr. Shiv Kumar resigned the office of member of the Nomination and Remuneration Committee w.e.f. March 25, 2023. Mrs. Anjali has been inducted as a Member of the Committee w.e.f. March 25, 2023.

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.

33. STAKEHOLDER RELATIONSHIP COMMITTEE

Stakeholdersâ Relationship Committee comprised of Mr. Sanjeev Chhaudha as Chairman and Mr. Het Ram & 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.

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. DECLARATION BY INDEPENDENT DIRECTORS

The independent directors have individually declared to the Board that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 at the time of their respective appointment and there is no change in the circumstances as on the date of this report which may affecttheir status as an independent director.

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, 2023.

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, 2023, 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 CEO & Whole Time Director forms a part of this report of the directors. Code of Conduct is available on the companyâs website www.rajnandinimetal.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. ANNEXURES FORMING A PART OF DIRECTORâS 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:

Annexure	Particulars
1	Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
2	Particulars of Employees under Section 134(3)(q) and Section 197(12) of the Companies Act, 2013
3	Secretarial Audit Report
4	Management Discussion and Analysis Report
5	Report on Corporate Social Responsibility
6 ^	Corporate Governance Report

44. CAUTIONARY STATEMENT

Statements in this report, describing the Companyâs 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 Companyâs 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.

45. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors wish to inform members that the Audited Accounts containing Financial Statements for the Financial Year 2022-23 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 Companyâs 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 âgoing concern basisâ.

(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.

46. ACKNOWLEDGEMENTS

Your Directors acknowledges gratefully the shareholders for their continued support and confidence. Your Directors also wish to record their appreciation for the loyal and devoted services rendered by the staff of the Company during the year.

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