Proceedings of 55th AGM

RSPL/BSE/2026-27/ Date: 29.09.2026 BSE Limited Phiroze, Jeejeebhoy Towers, Dalal Street, Mumbai-400001 Maharashtra Scrip Code: 504903 Subject: Proceedings of 55th Annual General Meeting (“AGM”) of Rathi Steel and Power Limited (“Company”) Ref: Regulation 30 read with Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“Listing Regulations”) Dear Sir / Madam, Pursuant to Regulation 30 read with Sub-para 13 of Para A of Part A of Schedule III to the Listing Regulations and SEBI Master Circular dated January 30, 2026, please find enclosed herewith the summary of proceedings of the 55th AGM of the Company held today, i.e., Tuesday, September 29, 2026 commenced at 1:30 P.M. (IST) and concluded at 2.30 P.M. (IST), through Video Conferencing (‘VC’)/Other Audio Visual Means (‘OAVM’). The above is for your information and records. Thanking You. Yours faithfully, For Rathi Steel and Power Limited Namita Lal Madan Company Secretary & Compliance Officer Encl.: A/a SUMMARY OF PROCEEDINGS OF THE 55th ANNUAL GENERAL MEETING OF THE MEMBERS OF RATHI STEEL AND POWER LIMITED HELD ON SEPTEMBER 29, 2026 The 55th Annual General Meeting (AGM) of the members of Rathi Steel and Power Limited (“Company”) was held today i.e. Tuesday, September 29, 2026 at 1:30 P.M. (IST) through Video Conferencing (“VC”) in compliance with the applicable provisions of the Companies Act, 2013 (“Act”) and Rules framed thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) read with relevant applicable circulars issued by the Ministry of Corporate Affairs ("MCA Circular/s") and the Securities and Exchange Board of India ("SEBI Circular/s") in this regard, without the physical presence of the Members at a common venue. Ms. Namita Lal Madan, Company Secretary and Compliance Officer along with Mr. Kushal Kumar Agarwal, AVP (Growth and Strategy) of the Company welcomed the members and other attendees at virtual Annual General Meeting and made necessary statutory disclosures. Due to technical issue with her audio, the speaking points pertaining to the Company Secretary were duly handled and narrated by Mr. Kushal Kumar Agarwal with the permission of the Company Secretary. It was informed that the Company while conducting the AGM has adhered to the MCA Circulars read with the SEBI Circulars. Since this meeting was held through VC, Registered Office of the Company was deemed venue of this meeting. It was informed to the members that the Annual Report for the financial year 2025-26, including the Notice of the 55th AGM, was emailed on September 5, 2026, to the members whose email addresses were registered with the Company, Registrar to and Issue and Share Transfer Agent, Depository Participant(s), or Depository(ies). For members whose email addresses were not registered, a physical letter containing the web link and exact path to access the complete Annual Report and AGM Notice was sent. It was further informed that 10 members had registered themselves as speaker shareholders for the AGM. All such shareholders were provided with links to log in to the AGM and participate as speakers, enabling them to speak when called upon. The shareholders were also provided with the necessary instructions regarding the procedure for joining the meeting and participating as registered speakers or non registered speaker shareholders. Thereafter, in terms of the Articles of Association of the Company, Ms. Surbhi Pareek, Non Executive Chairperson of the Board and Chairperson of Stakeholders Relationship Committee took the Chair of this meeting. Due to technical issue with her audio/ video, the speaking points pertaining to the Chairperson were duly handled and narrated by Mr. Kushal Kumar Agarwal with the permission of the Chairperson. Mr. Kushal Kumar Agarwal welcomed all the shareholders and authorized representatives present at this meeting. Requisite quorum being present, the Chairperson called the meeting to order. 41 members were present through VC. Since this AGM was held through VC pursuant to MCA circulars read with SEBI Circulars, the facility for appointment of proxies by the members was not available. Mr. Kushal Kumar Agarwal then introduced the Directors and the Company Secretary & Compliance Officer present in the meeting. The representatives of the Statutory Auditors viz., M/s M. Lal & Co., Chartered Accountants (Firm registration No. 016069C), Mr. Sameer Kishore Bhatnagar, Practicing Company Secretaries, Secretarial Auditor and Scrutinizer to AGM, attended the meeting through VC from their respective locations. Following were the other Directors who attended the meeting - a. Mr. Rajesh Khurana, Whole Time Director b. Mr. Abhishek Verma, Whole Time Director c. Mr. Arpan Kumar Attrey, Independent Director d. Ms. Sonika Sharma, Independent Director and Chairperson of Audit Committee and Nomination and Renumeration Committee Following were other Senior Management Personnel of the Company present in the meeting- a. Mr. Pawan Kumar, Chief Financial Officer b. Mr. Kushal Kumar Agarwal, AVP (Growth and Strategy) Mr. Mahesh Pareek, Managing Director of the Company could not attend the meeting due to his personal reasons and the same was noted at the meeting. Mr. Kushal Kumar Agarwal on behalf of the Chairperson, then delivered the speech and gave an overview of the performance of the Company during FY 2025-26. It was also informed that the Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act and Register of Contracts or Arrangements, maintained under Section 189 of the Act along with other documents as referred in AGM Notice were available at the National Securities Depository Limited’s (“NSDL”) e-voting platform for electronic inspection by the members till the conclusion of the meeting. With the consent of the members, the Notice convening the AGM, the Directors' Report and the Auditor Reports of Statutory Auditor and Secretarial Auditor were taken as read. It was informed that there were no qualifications or observations or adverse comments or remarks in the reports of Statutory Auditor and Secretarial Auditor, which have any material bearing on the functioning of the Company. It was also informed that the Company has provided the facility to cast vote electronically on all resolutions set forth in the Notice. Members who have not casted their vote electronically through remote evoting and who are participating in this meeting will have an opportunity to cast their votes through the e-voting system provided by NSDL. The business items placed before the members for approval as per the Notice of the AGM were then summarized to the members present. Detail(s) of such businesses is provided below: ORDINARY BUSINESSES 1. Adoption of the Audited Standalone Financial Statements of the Company together with the Reports of the Board of Directors and Auditors thereon for the year ended March 31, 2026 (Ordinary Resolution). 2. Appointment of the Director in place of Mr. Abhishek Verma (DIN: 08104325), Executive Director, who retires by rotation and being eligible, offers himself for re-appointment. (Ordinary Resolution). SPECIAL BUSINESSES 3. Ratification of the remuneration of the Cost Auditor of the Company for the Financial Year 2026- 27. (Ordinary Resolution). 4. Approval of new set of Memorandum of Association of the Company as per the provisions of the Companies Act, 2013. (Special Resolution). Members who had registered themselves as speakers were then invited but they were either not present or not able to address, either due to poor connection or some other technical glitch at their end. However, members who wanted to discuss the issues raised their hands and were allowed to address the issues and sought clarification thereon. The members who could not register themselves as speaker shareholder were provided a communication box facilit [Showing first 8,000 characters — download PDF for full document]