Submission of 33rd Annual General Report of Rathi Bars Limited for the F.Y. 2025-26

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 Date: August 26, 2026 The Manager, Listing Department BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001 Maharashtra, India SCRIP CODE: 532918 SYMBOL: RATHIBAR Sub: Submission of 33rd Annual Report of Rathi Bars Limited (‘the Company’) Dear Sir/ Ma’am, This is further to our disclosure dated August 26, 2026, wherein Rathi Bars Limited (‘Company’) had inter alia informed that the 33 rd Annual General Meeting (‘AGM’) of the Company will be held on September 17, 2026. Please find enclosed herewith the 33 rd Annual Report of Rathi Bars Limited for the Financial Year 2025-26 along with the Notice of the 33 rd AGM (‘Annual Report’). The Annual Report is available on the website of the Company at https://erp.tsnet.in:10443/rathisteels/wp- content/uploads/2026/08/RBL_Annual-Report_2025-26.pdf The Annual Report is being sent only through electronic mode, to those Members whose e- mail addresses are registered with the Company/Registrar and Transfer Agent/Depository Participant/ Depositories. This is in compliance with the SEBI Circulars dated May 12, 2020, January 15, 2021, May 13, 2022 and January 5, 2023 and applicable Circulars issued by Ministry of Corporate Affairs in this regard from time to time. You are requested to kindly take the same on record. Thanking You For Rathi Bars Limited Anurag Rathi Managing Director DIN: 00063345 Encl. as above RATHI BARS LIMITED (AN ISO 9001-2015 COMPANY) 33rd ANNUAL REPORT 2025-26 CORPORATE INFORMATION DIRECTORS Mr. Anurag Rathi (Managing Director) Mr. Uddhav Rathi (Whole Time Director cum CFO) Mr. Rajendra Prasad (Independent Director) Ms. Sonali V Chitalkar (Independent Director) Ms. Shikha Chakraborty (Independent Director) Mr. Hukum Singh (Non-Executive Director) COMPLIANCE OFFICER Uddhav Rathi (WTD and CFO) STATUTORY AUDITORS M/s Masar & Co., (Chartered Accountants) B-113, Second Floor, Sector-64, Noida, Uttarpradesh-201301 INTERNAL AUDITOR Mr. Chaturbhuj Chauhan, (Manager- Accounts) SECRETARIAL AUDITORS M/s Siya Ram & Associates (Company Secretaries) FRN: FRN: I2014DE1146800 COST AUDITOR M/s Avnesh Jain & Co. (Cost Accountants) 39, Adarsh Basti, Tonk Fatak, Jaipur (Raj)-302015 BANKERS HDFC Bank Limited, Mohan Cooperative Industrial Estate, New Delhi HDFC Bank Limited, Bhiwadi, Rajasthan Axis Bank Limited, Mohan Cooperative Industrial Estate, New Delhi Yes Bank, Mohan Cooperative Industrial Estate, New Delhi REGISTERED OFFICE A-24/7, Mohan Co-Operative Industrial Estate, Mathura Road, New Delhi-110044 Ph: 011-42760373 E-mail: rathibars@hotmail.com PLANT LOCATION SP1, -7, RIICO Industrial Area, Khushkhera, P.O. Tapukara, District Alwar, Rajasthan Phone: 01493-518836 REGISTRAR & SHARE M/s MAS Services Limited, TRANSFER AGENT T-34, Second Floor, Okhla Industrial Area, Phase II, New Delhi-110020 Phone: 011-2638 7281-83 RATHI BARS LIMITED CONTENTS S. No. Particulars Page No. 1. Notice 4-16 2. Board’s Report 17-28 3. Management Discussion and Analysis Report 29-31 4. Secretarial Audit Report 32-38 5. Independent Auditors’ certificate on corporate governance 39-42 6. Report on Corporate Governance 43-61 7. Auditor’s Report on Standalone Financial Statements 62-75 8. Standalone Financial Statements 76-79 9. Notes to Standalone Financial Statements 79-102 NOTICE Notice is hereby given that the 33rd Annual General Meeting (“AGM”) of the members of Rathi Bars Limited (“The Company”) will be held on Thursday, 17th day of September 2026 at 12:00 noon IST through video conferencing (“VC”) / other audio-visual means (“OAVM”) to transact the following business: ORDINARY BUSINESS: 1. ADOPTION OF AUDITED STANDALONE FINANCIAL STATEMENTS: To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2026 together with the Reports of the Board of Directors and Auditors thereon. 2. APPOINTMENT OF DIRECTOR RETIRING BY ROTATION: To re-appoint Mr. Uddhav Rathi (DIN: 06604905), Whole-time Director as Director, who retires by rotation, and being eligible, offers himself for reappointment. SPECIAL BUSINESS: 3. APPOINTMENT OF MR. SACHINDRA JHA AS AN NON-EXECUTIVE INDEPENDENT DIRECTOR: To Consider and, if thought fit, to pass with or without modification, the following resolution as a Special Resolution “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the rules framed thereunder, read with Schedule IV of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee, Mr. Sachindra Jha (DIN: 11897917), be and is hereby appointed as an Independent Director (Non-Executive) of the Company, not liable to retire by rotation, to hold office for a first term of consecutive five years up to September 17, 2031. RESOLVED FURTHER THAT the Board (including its committee thereof) and/or Company Secretary of the Company, be and are hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable, or expedient to give effect to this resolution including but not limited to filing the required forms with the registrar of Companies or any other authorities as may be required.” 4. RATIFICATION OF REMUNERATION OF COST AUDITORS: To Consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Company hereby ratifies the remuneration of Rs. 25,000/- (Rupees Twenty- Five Thousand Only) plus applicable taxes and reimbursement of out-of-pocket expenses payable to Avnesh Jain & Co, Cost Accountants, who have been appointed by the Board of Directors on the recommendation of the Audit Committee, as the Cost Auditors of the Company, to conduct the audit of the cost records maintained by the Company for the Financial Year ending March 31, 2027.” 5. MATERIAL RELATED PARTY TRANSACTIONS WITH RATHI SPECIAL STEELS LIMITED: To Consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to Section 188 and all other applicable provisions, if any of the Companies Act, 2013 (‘Act’) and Regulation 23(4) and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, and provisions of , the approval of the members of the Company be and is hereby accorded to the Board of Directors of the Company to enter into, contract(s)/ arrangement(s)/ transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) as mentioned in the explanatory statement with Rathi Special Steels Limited accordingly a related party of Rathi Bars Limited, on such terms and conditions as may be agreed between the Company and Rathi Special Steels Limited, for an aggregate value of up to Rs. 100 crores to be entered during FY 2026-27, subject to such contract(s)/arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of the Company. RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorized to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of the Company [Showing first 8,000 characters — download PDF for full document]