Directors Report of Royal Arc Electrodes Ltd.

Mar 31, 2025

Your Directors'' have pleasure in presenting their 29th Annual Report on the Business and Operations of the Company and the
accounts for the financial year ended 31st March, 2025.

l) FINANCIAL RESULTS:

The following are the financial results of the Company for the year ended on 3!st March, 2025.

(Amount In Lakhs)

	For the Financial year Ended
Particulars	31 March 2025	31 March 2024
Revenue From Operations	10,176.79	10,010.73
Other income	57.69	88.52
Total Income	10,234.48	10.099.25
Operating Expenses	8,664.37	8,277.42
Profit Before Finance Cost. Depreciation and Amortisation	1,570.11	1.821.83
Depreciation And Amortisation Expenses	295.10	180.85
Finance Cost	21.50	9.89
Profit Before Tax	1,253.51	1,631.09
Exceptional Items	49.76	-
Provision for tax	303.18	418.26
Profit after tax	900.57	1,212.83

The Company’s revenue from operations for the financial year 2021-22, 2022-23, 2023-24 and 2024-25 stood at INR 6,325.53, INR
9,731.90 lakhs, INR 10,010.73 lakhs and INR 10,176.79 lakhs respectively.

The gross profit for the financial year 2021-22, 2022-23, 2023-24 and 2024-25 was, INR 1628.29 lakhs and INR 3042.16lakhs, INR 3417.92
lakhs and INR 3230.67 lakhs respectively.

Our profit after tax for the financial year 2021-22,2022-23,2023-24 and 2024-25 was INR 212.13 lakhs, INR 969.55Lakhs, INR 1212.82 lakhs
and INR 900.56 lakhs respectively.

Further, no other material changes or commitments have occurred between the end of the financial year and the dote of this Report
which affect the financial statements of the Company in respect of the reporting year.

2) DIVIDEND

Your directors have not recommended any dividend during the year with a view to conserve the resources of the Company for
various expansion plans.

3) TRANSFER TO RESERVE

During the year under review, no sum has been transferred to General Reserves of the Company.

4) BRIEF DESCRIPTION OF THE COMPANY AFFAIRS

Incorporated in 1996, our Company is engaged in the business of manufacturing of welding electrodes, flux cored wires, MIG/TIG
wires. The Company is capable of manufacturing both standardized as well as customized products. Further, our company is also
engaged in the business of trading of oncillary/incidental products like abrasive wheels, welding flux, saw wire, saw flux, and special
TIG /MIG. We supply our products to domestic customers and export customers.

During the period under review, the company has successfully completed its Initial Public Offer ("IPO") of issuing 30,00,000 equity
shares of Face Value Rs. 10 each ("equity shares") at an issue price of Rs. 120/- per equity share (including a share premium of Rs.
110) aggregating to Rs. 36,00,00,000/-. This comprised of Fresh issue of 18,00,000 equity shares aggregating to Rs. 21,60,00,000/- and
an offer for sale of 12,00,000 equity shares aggregating to Rs. 14,40,00,000/-. The equity shares of company got listed on National
Stock Exchange Emerge Platform ("NSE Emerge'') on 24th February 2025.

This marks a significant milestone in Its growth and enabling It to access broader capital markets for future expansion.

During the year under review Company has delivered strong performance. Despite a complex macroeconomic environment -
market by fluctuating interest rates, geopolitical uncertainty, and evolving regulatory landscapes - we remained resilient and agile.
The total sales and other income of the Company was Rs. 10,234.48 lakhs during the period under review as compared to Rs. 10,099.25
lakhs for the previous financial year 2023-2024.

Your Company is committed to steady and sustainable growth and maintain the growth momentum.

5) CHANGE IN NATURE OF BUSINESS

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main
object of the Company.

6) THE REGISTERED OFFICE

The registered office of the company is situated at 72 B, Bombay Talkies Compound, Malad West, Mumbai 400064, Maharashtra,
India.

7) DEMATERIALIZATION OF SHARES

All the Equity Shares of the Company are in dematerialized form with either of the depositories viz. NSDL and CDSL. The ISIN No.
allotted is INE0EO401019.

8) SHARE CAPITAL

During the year under review, the authorized and paid-up share capital of the Company are as follows:

# AUTHORIZED CAPITAL

The Authorised Capital of the Company is Rs. 18,00,00,000/- divided into 1,80,00,000 Equity Shares of 10/- (Rupees Ten Only)
each. During the Financial year, the Company has not Increased the authorized Share capital of the Company.

# ISSUED, SUBSCRIBED & PAID-UP CAPITAL

As on March 31, 2025, the issued, subscribed and paid up share capital of the Company stood at Rs. 11,10,02,000 /- comprising
of 1,11,00,200 Equity Shares of Rs. 10/- each.

During the Financial year, the Company has Increased issued, subscribed and paid-up capital of i
Company as per table below.

Sr. No.	Date of Allotment	No. of equity Shares allotted	Issue Price	Nature of Allotment
1	20/02/2025	18,00,000	Rs. 120	Initial Public Offering

The Company has not issued shares with differential voting rights nor has issued any Sweat Equity. As on March 31, 2025, none of the
Directors of the Company hold any Company as per table below.

9) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company is well supported by the knowledge and experience of its Directors. There is no Change in Key Managerial Personnel
during the year

As on the date of this report, the Board comprises of following Directors and Key Managerial Personnel:

Name of Director/KMP	Designation	Date of Original Appointment	No. of Shares held as on 31*1 March, 2025
Mr. Bipin Shantilal Sanghvi	Chairman and Managing Director	15/01/1996 Appointed as Chairman and Managing Director w.e.f. 16/01/2024	7,21,717
Mr. Hardik Bipin Sanghvi	Whole Time Director & Chief Financial Officer	01/12/2012 Appointed as Chief Financial Officer (CFO) w.e.f. 16/01/2024	23,49,750
Mr. Swagat Bipin Sanghvi	Whole Time Director	16/08/2010	23,49,750
Mrs. Jayna B Mehta	Non-Executive & independent	16/01/2024	-
Mr. Rahul Rajan Vattamparambil	Non-Executive & Independent	16/01/2024	-
Mr. Kunal Kamlesh Turakhia	Non-Executive & Independent	16/01/2024	—
Mrs. Mansi Maulik Bagadiya	Company Secretary & Compliance Officer	01/02/2024 as CS & 06/03/2024 as Compliance Officer

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mr.
Hardik Sanghvl, retires by rotation at the ensuing Annual General Meeting and offers himself for re-appointment.

None of the Directors of the Company are disqualified under the provisions of Section 164(2) of the Companies Act, 2013.

10) DISCLOSURE BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2)
i.e. in Form dir 8. List of relatives and declaration os to compliance with the Code of Conduct of the Company.

11) BOARD MEETINGS

Regular meetings of the Board ore held at least once In a quarter. Additional Board meetings are convened, as and when require, to
discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at the
registered office of the Company.

During the year under review, Board of Directors of the Company met 18 times. Details of Meeting and their attendance as below:

Sr. No	Date of Board Meeting	Mr. Bipin Shantilal Sanghvi	Name of Director and Attendance details Mr. Mr. Mr. Mrs. Mr. Rahul Rajan Hardik swagat Kunal JaynaB Vattamparam BiPin Bipin Kamlesh Mehta bM Sanghv sanghvi Turakhia
1.	02.04.2024	Present	Present	Present	Present	Present	Present
2.	28.05.2024	Present	Present	Present	Present	Present	Present
3.	27.06.2024	Present	Present	Present	Present	Present	Present
4.	03.07.2024	Present	Present	Present	Present	Present	Present
5.	09.07.2024	Present	Present	Present	Present	Present	Present
6.	02.08.2024	Present	Present	Present	Present	Present	Present
7.	17.09.2024	Present	Present	Present	Present	Present	Present
8.	24.10.2024	Present	Present	Present	Present	Present	Present
9.	29.10.2024	Present	Present	Present	Present	Present	Present
10.	29.11.2024	Present	Present	Present	Present	Present	Present
11.	09.12.2024	Present	Present	Present	Present	Present	Present
12.	14.01.2025	Present	Present	Present	Present	Present	Present
13.	04.02.2025	Present	Present	Present	Present	Present	Present
14.	08.02.2025	Present	Present	Present	Present	Present	Present
15.	13.02.2025	Present	Present	Present	Present	Present	Present
16.	18.02.2025	Present	Present	Present	Present	Present	Present
17.	20.02.2025	Present	Present	Present	Present	Present	Present
18.	20.03.2025	Present	Present	Present	Present	Present	Present

The meetings of the Board of the Companies within the intervals provided in section 173 of the Companies Act, 2013 (120 days) were
compiled between two Board Meetings

12) INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent Director under Section 149 (7) of the Companies Act, 2013
that they meet the criteria of independence laid down in Section 149 (6) of the Act A separate meeting of Independent Directors was
held to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company
Including assessment of quality, quantity and timeliness of flow of information between Company management and Board. The
terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website
of the Company viz. www.royalarc.in.

13) DETAILS OF KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013, Mr. Bipin Shantilal Sanghvi is Managing Director, Mr. Hardik Bipin Sanghvi is Chief
Financial Officer and Mrs. Mansi Maulik Bagadiya is a Company Secretary & Compliance Officer of the Company.

14) UTILIZATION OF FUND RAISED FROM INITIAL PUBLIC OFFERING

During the period under review, the Company has raised moneys by way of Initial public Offering by issuing 18,00,000 equity shares
of Rs. 10 each at a premium of Rs. 110 per share. The money as raised have been applied for the purposes for which those are raised
till March 31, 2025 as follows;

SN	Object	Modified Object, if any	Original Allocation (Rs.)	Modified allocation, if any	Funds Utilised (Rs)	Amount of Deviation /Variation for the quarter according to applicable object	Remarks if any
1.	Funding towards the expansion of our manufacturing facility situated at Village Zaroli, Umbergaon Valsad, Gujarat, Bharat.	N.A	4,88,66,000	N.A.	32,80,000	Nil	N.A.
2.	Funding the working capital requirements of our Company	N.A.	14,00,00,000	N.A.	1,23,38,250	Nil	N.A.
3.	General corporate purposes	N.A.	2,71,34,000	N.A.	1,89,81,750	Nil	N.A.
	Total	N.A.	21,60,00,000	N.A.	3,46,00,000	N.A.

15) PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance board committees and individual directors
pursuant to the provisions of the Act. The performance of the board was evaluated by the board after seeking Inputs from all the
directors on the basis of the criteria such as the board composition and structure effectiveness of board processes information and
functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of
the criteria such as the composition of committees, effectiveness of committee meetings etc. in addition, the performance of
chairman was also evaluated on the key aspects of his role.

The Board has reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the
individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed meaningful and
constructive contribution and inputs in meetings etc.

16) DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(3)(c) of the Companies Act, 2013, the Directors confirms that:

a. In the preparation of the annual accounts for the year end at that date, the applicable accounting standards have been
followed along with proper explanation relating to material departures;

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 at the end of the
financial year and of the profit and loss of the company for that period;

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

d. the Directors have prepared the annual accounts on a ''going concern'' basis; and

e. 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.

17) COMMITTEE OF BOARD

The Board of Directors in line with the requirement of the Companies Act, 2013 has formed various
committees, details of which are given hereunder
A. AUDIT COMMITTEE:

Name	Category	Designation
Mrs. Jayna B Mehta	Non-Executive Independent Director	Chairperson
Mr. Hardik Bipin Sanahvi	Executive Director	Member
Mr. Swagat Bipin Sanqhvi	Non-Executive Independent Director	Member

10 Audit Committee meetings where held during the period under consideration, as mentioned herein below:

Meeting	Name of Director and Attendance details
	Mrs. Jayna B Mehta	Mr. Hardik Bipin Sanghvi	Mr. Kunal Kamlesh Turakhia
03.07.202	Present	Present	Present
09.07.202	Present	Present	Present
02.08.202	Present	Present	Present
17.09.2024	Present	Present	Present
29.10.2024	Present	Present	Present
29.11.2024	Present	Present	Present
09.12.2024	Present	Present	Present
14.01.2025	Present	Present	Present
18.02.2025	Present	Present	Present
20.02.202	Present	Present	Present

Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the
employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Company''s
Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances
and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also
provides for direct access to the Chairman of the Audit Committee in exceptional coses. The functioning of vigil mechanism
is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit
Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company.

B. STAKEHOLDER''S RELATIONSHIP COMMITTEE

Name	Category	Designation	Attendance
Mr. Kunal Kamlesh	Non-Executive	Chairman	No Meeting
Turakhia	Independent		Held during
	Director		the period
Mr. Hardik Bipin Sanghvi	Executive Director	Member
Mr. Swagat Bipin Sanghvi	Executive Director	Member

C. NOMINATION AND REMUNERATION COMMITTEE

Name	Category	Designation	Attendance
Mrs. Jayna B Mehta	Non-Executive Independent Director	Chairperson	No Meeting Held during the period
Mr. Kunal Kamlesh Turakhia	Non-Executive Independent Director	Member
Mr. Rahul Rajan Vattamparambil	Non-Executive Independent Director	Member

18) GENERAL MEETINGS:

Following General Meetings were held during the period under review

Type of Meeting	Date	Venue
Annual General Meeting	06.07.2024	72 B, Bombay Talkies Compound, S.V.Road, Malad West, Mumbai - 400064
Extraordinary General Meeting	31.10.2024

19) CODE OF CONDUCT

Pursuant to the provisions of Regulations 8 & 9 of SEBl (Prohibition of insider Trading) Regulations, 2015, the Board of Directors has
formulated, implemented and has In place a comprehensive ‘Code of Fair Disclosure of Unpublished Price Sensitive Information^- &
''Code of Conduct for Prevention of the Insider Trading" for regulating, monitoring and reporting the trading by Designated persons
of the Company which exemplifies the spirit of good ethics and governance and is applicable to the Designated personnel of the
Company which includes Promoters, Promoter Group, Key Managerial Personnel''s, Directors, Senior Management and such other
employees of the Company and others in fiduciary relationships and as may be approved by the Board of Directors, from time to
time, based on the fact of having access to unpublished price sensitive information. The referred Code(s) lays down guidelines
advising the Designated Personnel on procedures to be followed and disclosures to be made while dealing with the securities of the
Company.

Further, the Board Members and Senior Management Personnel have affirmed compliance with the code of conduct. A declaration
with regards to compliance with the Code of Conduct for the Financial Year 2024- 2025 has been received by the Company from the
Managing Director.

20) NOMINATION AND REMUNERATION POLICY

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture, it enables the Company to
attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent
with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its
Executive Directors and Key Managerial Personnel. The Nomination and Remuneration Policy of the Company is also posted on the
website of the Company.

21) REMUNERATION OF DIRECTORS

During the financial year, the Directors have drawn salary as mentioned in Annexure "C".

22) PU8LIC DEPOSIT

The company has not accepted any deposits from the public. Hence the directives issued by the Reserve Bank of India & the Provision
of Section 73 to 76 of the Company Act 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

23) PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY

Details of Loans Guarantees Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are
given in the notes to the Financial Statement and the same is complied.

24) EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 is furnished In Annexure “B''\

25) SUBSIDIARIES OF THE COMPANY

During the year under review, the Company does not have any subsidiary Company.

26) ASSOCIATES AND JOINT VENTURE OF THE COMPANY

During the year under review, the Company does not hove any Associate or Joint Venture.

27) PARTICULARS OF CONTRACT OR ARRANGEMENT WITH THE RELATED PARTY

In accordance with the provisions of Section 188(1) of the Companies Act, 2013 there are no materially significant related party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may
have a potential conflict with the interest of the Company at large. Accordingly, no transactions are being reported in Form AOC-2,
in terms of Section 134 of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 and hence does not form part of this report.

However, the disclosure of the related parties is provided in the notes to accompanying financial statements of the Company for the
FY ended 31st March, 2025 in accordance with the Accounting Standards.

28) MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments affecting the financial position of the Company hove occurred between the ends
of Financial Year of the Company i.e. 31st March, 2025 to the date of this Report other than as stated above.

29) SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status
and the Company''s operations in future.

30) SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment free from harassment of any nature we have framed Prevention of Sexual Harassment
Policy through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion
and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual
harassment and we are compliant with the low of the land where we operate.

Number of sexual harassment complaints received- Nil

Number of sexual harassment complaints Disposed-off during the year- Nil

Number of sexual harassment cases pending for a period exceeding ninety days- Nil

31) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING/OUTGO

(A) Conservation of energy
(i) the steps taken or impact on conservation of energy	The Company continues efforts with regard to energy conservation and management through improved manufacturing technologies and rationalization.
(ii) the steps taken by the company for utilizing alternate sources of energy
(iii) the capital investment on energy conservation equipment''s
(B) Technology absorption
(i) the efforts made towards technology absorption	The Company has not imported any technology during the year.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development
[ (c) Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year and The Foreign Exchange outgo during the year in terms of actual outflows	1. Total Foreign Exchange Earnings - Rs. 1,700.83/- Lakhs towards value of exports. 2. Total Foreign Exchange outgo - Rs. 408.50/- Lakhs towards value of imports and Rs. 4.95/- Lakhs towards expenses.

32) SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-l) and General Meeting
(SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

33) RISK MANAGEMENT POLICY

As per the applicable requirements of the Companies Act, 2013 a risk management policy/plan of the Company is to ensure
sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks
associated with the business, in order to achieve the key objective, the policy establishes a structured and disciplined approach to
Risk Management, in order to guide decisions on risk related issues. In today''s challenging and competitive environment, strategies
for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are:
Regulations, competition. Business risk, Technology obsolescence, investments, retention of talent and expansion of facilities.
Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are
assessed and steps as appropriate are taken to mitigate the same.

34) LISTING

The Equity Shares of the Company are listed on SME Platform of National Stock Exchange Emerge Platform ("NSE Emerge"). The
Company has made payment of Annual Listing Fees and other compliance fees.

35) INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate and efficient internal and external control system, which provides protection to all its assets against
loss from unauthorized use and ensures correct reporting of transactions. The Internal control systems are further supplemented
by Internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The
Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly
authorised, correctly reported and assets are safeguarded.

36) CORPORATE GOVERNANCE

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust
of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably.
Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in
international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all
our business decisions.

The Company is listed on NSE Emerge SME Platform. Hence the Corporate Governance requirements as stipulated under the SEBI
(Listing Obligation and Disclosure Requirements), 2015 are not applicable to the company but the Company adheres to good
corporate practices at all times.

37) AUDITORS AND AUDITORS'' REPORT

As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. J.H. Gandhi & CO.,
Chartered Accountant, Mumbai, (Firm Registration No.: 0116513W), were appointed as statutory auditors of the Company to fill
causal vacancy in the Board Meeting held on 29th October, 2024 to hold the office as a statutory auditors till conclusion of the
Annual General Meeting held for the Financial Year 2024-25 at remuneration as may be decided by the board in consultation with
statutory auditors, subject to ratification by the members at the every subsequent Annual General Meeting.

The Board of Directors of the Company at their meeting held on 28th May, 2025, based on the recommendation of the Audit
Committee, have recommended the appointment of M/s. J.H. Gandhi & CO., Chartered Accountant, Mumbai, (Firm Registration No.:
0U6513W), as Statutory Auditors of the Company for a term of 5 (five) consecutive years from the conclusion of 29th AGM till the
conclusion of the 34th AGM, i.e. FY 2025-2026 to 2029-2030 subject to the approval of members of the Company. Accordingly an
Ordinary Resolution, proposing appointment of M/s. J.H. Gandhi & CO., Chartered Accountant, as Statutory Auditors of the Company
for a term of five consecutive years pursuant to section 139 of the Act, forms part of the Notice of the 29th AGM of the Company.

The Company has received written consent and certificate that they satisfy the criteria provided under section 141 of the Act and
that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial
statements of the Company for the Financial Year ended March 31, 2025. The notes on the Financial Statements referred to In the
Auditors'' Report are self-explanatory and do not call for any comments or explanations.

38) INTERNAL AUDITORS''

Pursuant to the provisions of Section 138 of Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and
other applicable provisions If any of the Companies Act, 2013 M/s. Ketan N Shah & Co, Chartered Accountants were appointed as
Internal Auditors of Company.

39) COST AUDITORS

The Company has appointed C. B. Modh & Co. (FRN - 101474) as a Cost Auditor of the Company.

40) SECRETARIAL AUDIT AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and the requirement to take the Secretarial Audit Report from the Pear Review Practicing
Company Secretary, the Company has appointed Mrs. Riddhi Shah, Company Secretary in Practice (COP 17035 & PR No. 2037/2022)
to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure "A" to this
Report and it does not contain any qualification reservation or adverse remark.

41) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the
performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate
section which is annexed to this Report as Annexure "E".

42) PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT. 2013

The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5 (l) & 5 (2)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure "C*.

43) REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

44) CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013, the Company has put in place a policy to look after its Corporate Social
Responsibility initiatives.

However The Ministry of Corporate Affairs vide Notification No. G.S.R. 40(e) dated 22nd January, 2021 issued the Companies
(Corporate Social Responsibility Policy) Amendment Rules, 2021, pursuant to which, new sub-section (9) inserted by Companies
(Amendment) , Act, 2020 provides that where the amount to be spent by a company does not exceed fifty lakh rupees, the
requirement under sub-section (l) for constitution of the Corporate Social Responsibility Committee shall not be applicable and the
functions of such Committee shall be discharged by the Board of Directors of such company.

Pursuant to above amendment the Board looks after the functions of CSR. In pursuance of CSR Policy, the Company has made
aggregate contributions of Rs. 21.85 lakh towards its CSR activities during the financial year. The Annual Report on CSR activities is
attached with this Report as Annexure “D".

45) WEBSITE

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a
functional website containing basic information about the Company. The website of the Company is containing Information like
Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible tor
assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

46) INSOLVENCY AND BANKRUPTCY CODE:

No application has ever been filed against the Company under the Insolvency and Bankruptcy Code, 2016.

47) ONE TIME SETTLEMENT WITH 8ANKS

There has been no one-time settlement done during the year.

48) GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and
Rule 8 of The Companies (Accounts) Rules 2014 and other applicable provisions of the act and listing regulations to the extent the
transactions took place on those items during the year.

49) ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from the shareholders,
financial institutions, bankers and other business constituents during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the commitment by all officers and staff for their continued support during the year.

Place: Mumbai For Royal Arc Electrodes Limited

Date: 28th May, 2025

Mr. Bipin Sanghvi Mr. Hardlk Sanghvi

Managing Director Whole Time Director

DIN: 00462839 DIN: 00462839