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27-05-2025 | 02:53 pm

RATHI BARS LIMITED

CIN: L74899DL1993PLC054781

Regd. Office: A-24/7, Mohan Co-operative Industrial. Estate, New Delhi-110044

Ph.:011-42760373, 42730360

Web: www.rathisteels.com; E-mail:rathibars@hotmail.com

May 27, 2025

The Secretary, Listing Department

BSE Limited

Phiroz Jeejeebhoy Towers,

Dalal Street,

Mumbai- 400001

Maharashtra, India

Scrip Code: 532918

Symbol: RATHIBAR

Subject: Annual Secretarial Compliance Report for the FY 2024-25 in pursuance to the

Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,

2015.

Dear Sir/Madam,

Pursuant to Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements),

Regulations, 2015 read with Circular No. CIR/CFD/CMD1/27/2019 dated 08.02.2019 and circular

No. SEBI/HO/CFD/PoD2/CIR/P/155 dated 11.11.2024, please find enclosed the Annual Secretarial

Compliance Report in respect of the Rathi Bars Limited for the Financial Year ended 31.03.2025

received from M/s PWR Associates, Practicing Company Secretaries.

This is for your information & records.

Your Sincerely,

For Rathi Bars Limited

Digitaly signedby BHARTI giiwm cimiana

CHITKARA Date 20250527 1357:39 40530

Bharti Chitkara

Company Secretary and compliance Officer

Encl: As above

----------------Page (0) Break----------------

A-395, 3rd Floor, Defence Colony, New Delhi-24

Phone: 011-35576012, 9810763142

Email id: pwrasso i

“s PWR ASSOCIATES

Company Secretaries

Secretarial Compliance Report of Rathi Bars Limited

For the financial year ended 31.03.2025

To,

Rathi Bars Limited

A-24/7, Mohan Co-operative Industrial. Estate,

New Delhi-110044

We have conducted the review of the compliance of the applicable statutory provisions and

the

adherence to good corporate practices by Rathi Bars Limited (hereinafter referred as “the

listed

entity"), having its registered office A-24/7, Mohan Co-operative Industrial. Estate, New

Delhi-

110044. The Secretarial Review was conducted in a manner that provided us a reasonable basis

for

evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the listed entity’s books, papers, ‘minutes book, forms and returns

and

other records maintained by the listed entity and also the information provided by the listed entity,

its officers, agents and authorized representatives during the conduct of Secretarial Review,

hereby report that the listed entity has, during the review period covering the financial year ended

on 31st March 2025, complied with the statutory provisions listed hereunder in the manner

and

subject to the reporting made hereinafter:

We, M/s PWR Associatgs, Company Secretaries have examined:

a) all the documents and records made available to us and explanation provided by the Listed Entity;

b) the fillings/ submissions made by the listed entity to the stock exchanges:

¢) website of the listed entity;

d) any other document/ filling as may be relevant, which has been relied upon to make this

certification;

for the year ended March 31%, 2025 (“Review Period”) in respect of compliance with the provisions

of:

a) The Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations,

circulars, guidelines issued there-under; and

b) The Securities Contracts (Regulation) Act, 1956 (“SCRA"), rules made there-under and the

Regulations, circulars, guidelines issued there-under by the Securities and Exchange Board of

India (“SEBI");

The specific Regulations, whose provisions and the circulars/ guidelines issued there-under, have

been examined, include: -

----------------Page (1) Break----------------

Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements)

Regulations, 2015; .

Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements)

Regulations, 2018 (The provisions of the said regulations are not applicable

to the Listed

Entity during the review period);

Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers)

Regulations, 2011;

Securities and Exchange Board of India (Buyback of Securities) Regulations,

2018; (The

provisions of the said regulations are not applicable to the Listed Entity during

the

review period).;

Securities and Exchange Board of India (Share Based Employee Benefits and Sweat

Equity)

Regulations, 2021;

Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008; (The provisions of the said regulations are not applicable to the Listed

Entity

during the review period).;

Securities and Exchange Board of India (issue and Listing of Non-Convertible Securities)

Regulations, 2021; (The provisions of the said regulations are not applicable to

the

Listed Entity during the review period).;

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

(The provisions of the said regulations are not applicable to the Listed Entity during the

review period.)

The Securities and Exchange Board of India (Registrars to an 1ssue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client;

and circulars/guidelines issued there-under.

and based on above examination, we hereby report that, during the review period:

(2) The listed entity has complied with the provisions of the above Regulations and circulars/

guidelines issued thereunder, except in respect of matters specified below: -

530G

% Y pett ;,,

=/ éf, 7

----------------Page (2) Break----------------

8 i ation/ Deviation | Action Type of Details

of | Fine Observation ManagemenRemark

lsflio‘: (;;mpln Cfi-“lcular d 3 Takenby | Action- Violation

| Amount | s/ Remarks | Response

Require | No. Advisory of

the

ment Clarificatio

Practicing

(Regulati] n/ Fine,

Company

ons/ Show Cause Secretary circulars Notice/ (pcs)

/guidelin| Warning

es etc.

including|

specific

clause)

1. Submissio Regulation (The [Bombay Fine The Rs.

PWR The

n of 133 of SEBI [Company [Stock Company | 1,7,110 | Associates,

Company

Financial LODR hasnot [Exchange has not 0/- Company

has patd

Results to [Regulations submitted submitted Secretary

the fine of

the Stock i its financial observed

the | Rs. 171100

[Exchange financial results non-

to the BSE

under rresults ‘within the compliance

and ensure|

Regulation| ithin the period &informed

| thatthis

83 (3)(d) period prescribed the Company

| type of

of SEBI prescribed under this Secretary

of | non-comp

[LODR under this Regulation the Company

| liance shall

Regulation| Regulation| to be vigilant

| not occur

5 nexttime&

| in future,

upload the

financial

results

within the

prescribed

time.

2. Submissio [Regulation | The Bombay | Fine The 0.00 PWR The

n of 23 (9) of Company| Stock Company Associates, Company

\disclosure SEBI LODR | hasnot | Exchange has not Company has

bf related [Regulation | submitte submitted Secretary represent

party s dthe the observed the | ed

to BSE

transactio disclosur’ disclosure of] non- that

it will

s to the eofits its related compliance | ensure

Btock related party and that this

[Exchange party transactions informed the | type of

under transacti within on Company non-

Regulation| ons consolidated| Secretaryof | complian

23 (9) of within on| basic under the Company | ce shall

SEB! LODR| consolidal this to be vigilant | not oceur

Regulation| ted basic Regulation next time. in future,

3 under this

Regulatio n

3. Submissio | Regulatic | The Bombay | Fine The Rs. PWR The

Secretarial| of SEBI yhas Exchange has not - Company has paid

Complianc| LODR not submitted Secretary the Fine of

l: Report | Regulatio | submitt the observed the | Rs. ko the ns edthe secretarial non- 35,400/~ to

tock secretar compliance compliance | BSEand

change ial reportin and ensure thal

under complia the XBRL informed the | this non-

Regulation| | nce format. Company compliance]

y S 6 fixSOc@}

)

----------------Page (3) Break----------------

24 (A) of report Secretary of | occurred

SEBI LODR| in the the Company | due to Regulation XBRL to be vigilant | introductio|

ks format. next time. nofthe submission|

of the new

format of

XBRL for

secretarial

compliance

report and

will ensure|

that this type of

non-

compliance

shall not

occur in future.

der n20(3A) |of Stock Associates, Company

Relations | of SEBI Stakehol | Exchange Company has

hip LODR der Secretary represent

Committe | Regulatio | Relation observed ed to BSE

eunder | ns 2015 | ship thatthereis | that

Regulatio Commit no non- meeting

20 (34) tee has compliance | of

lof SEBI not asthe Stakehold

LLODR been Company has | er

Regulatio held held its Relations

ins, 2015 during Stakeholder | hip the FY Relationship | Committe

2023-24 Committee | e heldon during the Monday,

FY 2023-24, | the 12th

on Day of 12.02.2024 | February,

2024,

5. BEBI SEBI Mismatchi Bombay Query NA NA PWR The

Circulars | Circulars | ed Stock Associates, Company

ho. no. observed| Exchange | Company has

SEBI/HO | SEBI/HO/ | by BSE: | Secretary addresse

ISD/ISD | ISD/ISD/ | Company | observed dthe

dated dated same discrepancy | NSDL.

09.09.20 | 09.09.202 | PAN of in the data

20 & 0& Promoter] provided

{181 1 dated ies over BSE

gated 23.09.202 | system as| Portal by the

23.0920 |0& provided Company.

20 Regulatlo | in

n31(1) of | shareho! | SEBI ding |

LODR pattern | 1

----------------Page (4) Break----------------

Regulatio | filed by

ns, 2015 | the

| Company,

y with

BSE

- GEBI/HO [Regulation | Non- Bombay | Query NA NA PWR The

CFD/CF [13(3) & Submiss | Stock Associates, | Company

D-PoD- 27(2) of ion of Exchange Company has

2/CIR/P/ SEBILODR | Corpora Secretary represente

2024/18 [Regulation | te observed dto BSE

5dated 5,2015 Governa that the thatall the

31.12.20 nce Company has | filing of the|

24, BSE Report, filed said

iNotice Stateme Corporate quarter

INo. ntof Governance | has been

2025010 investor Report, done

2-4 dated Complai Statement of | within the

02.01.20 ntsand investor time

258& Integrat Complaints | framed i.e.

2025011 ed Filing and 14.02.2025|

B-56 (Govern Integrated

dated ance) Filing

13.01.20 | for the (Governance

25 quarter ) within the ended time as

31122 prescribed

024 |ie. 14.02.2025.

There is no

non

compliance

onthe part

of the Listed

. Entity.

. Regulatio Regulation | Clarifica | Bombay | Clarification| NA NA PWR The

m300of [30ofthe tionon | Stock Associates, Company

the SEBI [SEBILODR | Price Exchange Company has

LODR Regulations, Moveme Secretary addressed

[Regulatio 2015 nt observed the issue

s, 2015 that the with BSE Company

that the

Company has

made the

timely

disclosures

of all the

events & information

which is

required to

be made

under

Regulation

30 of the

SEBI LODR

Regulations,

2015

----------------Page (5) Break----------------

(b) The listed entity has taken the following actions to comply with the observations made in

previous reports:

S| Observations/ | Observations made | Compliance Details of violation/ | Remedial Comments of

r| Remarks ofthe | in the secretarial Requirement deviations and actions, if the PCS on the

. | Practicing compliance report | (Regulations/ actions taken/ any, taken | actions taken

N| Company for the year ended | circulars/ penalty imposed, if | by thelisted | by the listed

of Secretary inthe | 2022,2023,2024 | guidelines any, on the listed entity entity

. | previous including entity

reports) (PCS) specific clause)

Not Applicable

and based on above examination, we hereby report that, during the Review Period, the compliance

status of the listed entity is appended as below:

SL Particulars Compliance| Observations/Remarks by PCS*

No. Status (Yes, No/ NA)

1. | Secretarial Standard:

o The compliances of the listed entity are in accordance

with the applicable Secretarial Standards (SS) issued

by the Institute of Company Secretaries India (ICS) as Yes None

| notified by the Central Government under section

118(10} of the Companies Act, 2013 and mandatorily

applicable.

2. | Adoption and timely updation of the Policies:

e All applicable policies under SEBI Regulations are Yes None

adopted with the approval of board of directors of the

listed entities.

eAll the policies are in conformity with SEBI

Regulations and have been reviewed & updated on

time as per the regulations/ circulars/ guidelines Yes None

issued by SEBIL.

3. | Maintenance and disclosures on Website: Yes

* The Listed Entity is maintaining a functional website.

o Timely dissemination of the documents/information Yes

under a separate section on the website. None

o Web-links provided in annual corporate governance

reports under Regulation 27(2) are accurate and

specific which re-directs to the relevant

document(s)/ section of the website. Yes

4. | Disqualification of Director:

None of the Director(s) of the Company is/are

disqualified under Section 164 of Companies Act, 2013 as Yes None

confirmed by the listed entity.

5. | Details related to Subsidiaries of listed entities have

been examined w.r.t: The Company does not have any

subsidiary as on the financial year a)

Identification of material subsidiary companies NA ended on 31.03.2025, therefore,

b) Disclosure requirement of material identification and disclosures are not

c) As well as other subsidiaries required.

----------------Page (6) Break----------------

Preservation of Documents:

The listed entity is preserving and maintaining records as

prescribed under SEBI Regulations and disposal of

records as per policy of Preservation of Documents and

Archival Policy prescribed under SEBI (LODR)

Regulations, 2015

Yes None

Performance Evaluation:

The listed entity has conducted performance evaluation

of the Board, Independent Directors and the Committees

at the start of every financial year/ during the financial

year as prescribed in SEBI Regulations.

Yes None

Related Party Transactions:

a) The listed entity has obtained prior approval of Audit

Committee for all related party transactions; or

b) The listed entity has provided detailed reasons along with the confirmation whether the transactions were

subsequently approved/ ratified/ rejected by the

Audit Committee, in case no prior approval has been

obtained.

Yes

None

Disclosure of events or information:

The listed entity has provided all the required

disclosure(s) under Regulation 30 along with Schedule II

of SEBI LODR Regulations, 2015 within the time limits

prescribed there-under.

Yes None

10. Prohibition of Insider Trading:

The listed entity is in compliance with Regulation 3(5) &

3(6) of SEBI (Prohibition of Insider Trading) Regulations,

2015

Yes None

1L ‘Actions taken by SEBI or Stock Exchange(s), if any:

No action(s) has been taken against the listed entity/ its

promoters/ directors/ subsidiaries either by SEBI or by

Stock Exchanges (including under the Standard

Operating Procedures issued by SEBI through various

circulars) under SEBI Regulations and circulars/

guidelines issued there-under except as provided under

separate paragraph herein.

Yes

Action taken by the SEBI or Stock

Exchange are already disclosed in para-a.

Resignation of statutory auditors from the listed entity or its material subsidiaries:

In case of resignation of statutory auditor from the listed

entity or any of its material subsidiaries during the

financial year, the listed entity and/ or its material

subsidiary(ies) has/ have complied with paragraph 6.1

and 6.2 of section V-D of chapter V of the Master Circular

on compliance with the provisions of the LODR

Regulations by listed entities.

During the period under review, no

resignation of the statutory auditor

has been taken place in the listed

entity.

13, ‘Additional non-compliances, If any:

No additional non-compliance observed for any SEBI

regulation/ circular/ guidance note etc.

No None

----------------Page (7) Break----------------

Assumptions & limitation of scope and review:

1. Compliance of the applicable laws and ensuring the authenticity of documents

and

information furnished, are the responsibilities of the management of the listed entity.

2. Our responsibility is to report based upon our examination of relevant documents and

information.

3. This is neither an audit nor an expression of opinion. We have not verified the correctness and

appropriateness of financial records and books of account of the listed entity.

4, This report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of

the SEBI (LODR) Regulations, 2015 and is neither an assurance as to the future viability of the

listed entity nor of the efficacy or effectiveness with which the management has conducted the

affairs of the listed entity.

(Partner)

M. No.: A70318

Date: 27.05.2025 COP No.: 26255

Place: New Delhi UDIN: A070318G000450126 Peer Review Certificate No.

2088/2023

----------------Page (8) Break----------------

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