Annual Report for the financial year 2025-26 (including notice of 55th Annual General Meeting)

REGD. OFFICE : REMI HOUSE, PLOT N0.11 CAMA INDL. ESTATE, WALBHAT ROAD. GOREGAON MUMBAI - 400 063. INDIA TEL.: +91 - 22 - 4058 9888 I 2685 1998 FAX : +91 - 22 - 2685 2335 I 2685 3868 REM/ EDELSTAHL TUBULARS LIMITED E-MAIL: rmi_igrd@remigroup.com WEBSITE : www.remigroup.com CIN: L28920MH1970PLC014746 August 7, 2026 The General Manager - Dept. Corporate Services, B SE Limited, P. J. Tower, Dalal Street, Mumbai - 400 00 I Scrip Code:513043 Sub r Annual Report for the Financial Year 2025-26 (Including Notice of 55th Annual General Meeting of the Company) Dear Sirs, Pursuant to Regulation 30 and 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed Annual Report of the Company for the Financial Year 2025-26 (including Notice of the 55th Annual General Meeting (AGM) of the Company to be held on Monday, 31 ' August, 2026 at 3.30 P.M. IST. through Video Conferencing (VC) I Other Audio-Visual Means (OAVM). The details of Remote e-voting, e-voting, voting during AGM, Book closure and other details are mentioned in Notice of AGM attached herewith. Yours faithfully, For Remi Edelstahl Tubulars Limited H H. Joshi Company Secretary & Compliance Officer Encl.: a/a REMI EDELSTAHL TUBULARS LIMITED Stainless Steel Welded and Seamless Pipes & Tubes Wind Power Promoting Green Energy 55th Annual Report 2025-26 Shri Vishwambhar C. Saraf Chairman Shri Rishabh R. Saraf Managing Director Shri Rajendra C. Saraf Director Shri Harkishin Zaveri Independent Director Smt. Archana Bajaj Independent Director Shri Ankur S. Mehta Independent Director (w.e.f. 01/06/2026) Shri Mahabir Prasad Sharma Independent Director (upto 01/06/2026) Ms. H. H . Joshi M/s Sundralal, Desai & Kanodia, Chartered Accountants, Office No.204, The Summit Business Bay Opp. PVR Cinema, Off. Gundivali Village, Andheri East, Mumbai - 400093 Plot No. N-211/1, M.I.D.C., Tarapur, District Palghar, Maharashtra Notice NOTICE To appropriate, expedient or desirable to give effect to above The Members, resolution.” REMI EDELSTAHL TUBULARS LIMITED 6. Approval of Material Related Party Transactions. NOTICE is hereby given that the 55th Annual General Meeting of “RESOLVED THAT pursuant to the provisions of Section 188 the Company will be held on Monday, the 31st August, 2026, at and other applicable provisions of the Companies Act, 2013 3.30 P.M. (IST) via two-way Video Conferencing ('VC') facility or read with the Companies (Meetings of Board and its other audio-visual means ('OAVM') to transact the following Powers) Rules, 2014 (“the Act”) and Regulation 23 of the business: Securities and Exchange Board of India (Listing Obligations Ordinary Business and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any amendment, modification, 1. To consider and adopt the Audited Financial Statements of variation or re-enactment to any of the foregoing), and the Company for the financial year ended March 31, 2026, subject to such other approvals, consents, permissions and together with the reports of the Board of Directors and the sanctions of other authorities as may be necessary, and also Auditors thereon; pursuant to the consent of the Audit Committee and the 2. To re-appoint Shri Rajendra C. Saraf (DIN:00161412), who Board of Directors, consent of the Members of the Company retires by rotation, as Director of the Company. be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which term Special Business – Ordinary Resolutions: shall be deemed to include any Committee of the Board), to 3. To ratify the remuneration of Cost Auditors. ratify/ approve all the material related party transactions (including any modifications, alterations or amendments “RESOLVED THAT pursuant to the provisions of Section thereto) entered into/ to be entered into by the Company not 148 and other applicable provisions of the Companies Act, exceeding Rs.20.00 Crores (Rupees Twenty Crores only) 2013, and the Rules framed thereunder, as amended from for each financial year in the ordinary course of business and time to time, remuneration payable to M/s Kejriwal & on arm’s length basis with related Party within the meaning Associates, Cost Accountants, appointed by the Board of of the Act and Listing Obligations, as per below framework. Directors as Cost Auditors of the Company for the year 2026-27, to conduct the audit of the cost records of the Sr. Particulars Framework for terms of Company, on a remuneration of Rs.90,000/- (Rupees Ninety No. contract Thousand only) be and is hereby ratified and confirmed.” 1 Name of the Related Party Remi Process Plant and Special Business – Special Resolutions: Machinery Limited 4. To consider and approve appointment of Shri Ritvik Saraf, 2 Name of the Director or Key Shri Vishwambhar C.Saraf (DIN:01638851) as Promoter, Non-Executive Non Managerial Personnel who Shri Rajendra C.Saraf Independent Director of the Company. is/ may be related Shri Rishabh Saraf Shri Ritvik Saraf “Resolved that Shri Ritvik Saraf be and is hereby appointed as Promoter, Non-Executive, Non Independent Director of 3 Nature of Relationship Directors are interested the Company w.e.from 1st August , 2026 4 Nature and particulars of Purchase & sale of steel “RESOLVED FURTHER THAT the Board of Directors be the contract / arrangement goods and taking of short and is hereby authorized to do and perform all such acts, terms loans deeds, matters or things as may be considered necessary, 5 Material terms of the contract In line with prevalent appropriate, expedient or desirable to give effect to above / arrangement market price / terms resolution 6 Monetary value of the as stated in the resolution 5. To approve appointment of Shri Ankur Sanjay Mehta (DIN: contract / arrangement 02590984), as an Independent Director of the Company. 7 Duration of the transaction 2 years “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other 8 The indicative base price or Current market price/ applicable provisions, if any, of the Companies Act, 2013, current contracted price and terms the Rules framed thereunder and the applicable provisions the formula for variation in of SEBI (Listing Obligations and Disclosure Requirements) the price, if any Regulations, 2015 (including any statutory modification(s) 9 Any other information relevant None or re-enactment thereof for the time being in force), the or important for the members approval of the Members of the Company be and is hereby to take a decision on the accorded for appointment of Shri Ankur Sanjay Mehta (DIN: proposed resolution 02590984) as an Independent Director of the Company, whose term shall not be subject to retirement by rotation, to “RESOLVED FURTHER THAT for the purpose of giving hold office for a first term of 5 (Five) consecutive years on the effect to this resolution, the Board be and is hereby Board of the Company with effect from 1st June, 2026. authorised to do all such acts, deeds, matters and things and execute all such deeds, documents and writings, on an “RESOLVED FURTHER THAT the Board of Directors be ongoing basis, as may be necessary, proper or expedient and is hereby authorized to do and perform all such acts, for the purpose of giving effect to the above resolution. deeds, matters or things as may be considered necessary, 55th Annual Report 2025-2026 1 Sr. P articulars Frameworkforterms No. ofcontract 1 NameoftheRela ted RemiProce ss Plant Party and Machinery Limited 2 Name of th e Director o r Shri Vishwambhar Remi Edelstahl Tubulars Limited Key Managerial C.Saraf P ersonnelwhois/ma y Shri Rajendra C.Sar af berelated Shri RishabhSaraf 7. ISSUANCE OF CONVERTIBLE WARRANTS ON may be exercised in one or more tranches during the period 3 NatureofRelationship Directors are PREFERENTIAL BASIS TO NON-PROMOTER commencing from the date of allotment of the Warrants until interested CATEGORY expiry of 18 (Eighteen) months, to [Showing first 8,000 characters — download PDF for full document]