Your Directors have immense pleasure in presenting the 53rd Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2024.

PERFORMANCE REVIEW:

The performance for the financial year ended 31st March, 2024 is summarized below:-

OPERATIONS :

The Company has achieved turnover of Rs.11,713.10 Lakhs during the current financial year as against Rs.13,479.92 Lakhs during the previous year. The Company has achieved EBIDTA of Rs.704.94 Lakhs during the year as against Rs.601.56 Lakhs during the previous year. The Company has earned net profit of Rs.114.00 Lakhs during the year as compared to profit of Rs.21.67 Lakhs in the previous year.

The turnover of the Company has reduced during the year compared to previous year but EBIDTA and net profit have improved compare to previous year as Company is focusing more on value added product. Your Company's operating results are influenced by macro-economic developments which can affect trends such as industrial production, capital spending, commercial and infrastructure construction, commodity prices, and foreign exchange variations. The demand seems to be good for stainless steel seamless and welded products across industries.

While India is on a steady growth path, global geo-political developments such as the Russia-Ukraine war and China plus one strategy may have some impact on capex investments and consumption amidst uncertainty. Broad supply chain disruptions

will continue to cause cost inflationary pressure in the near future. We expect it to be in the short/medium term and are confident on the fundamentals of the Indian economy to achieve growth in the longer term.

The central Government's “Make in India” initiative and both, government and private investments in refining, petrochemical, chemical, pharmaceutical & power are expected to create robust demand for the Company's products. Secondly, the Government is also focusing on creating major capacity in thermal power and nuclear power, which would also create demand of our products. Our company has got all approvals with major users and is expected to reap benefits of these initiatives.

The Board of Directors expresses their inability to declare any dividend.

There was no amount transferred to General reserves. There are no changes to share capital during the year.

There are no Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies.

DIRECTORS:

BRIEF DETAILS OF DIRECTORS SEEKING APPOINTMENT /RE-APPOINTMENT:

Shri Rajendra C. Saraf retire by rotation and is to be reappointed. The brief profile is stated in the Corporate Governance Report.

Shri Vishwambhar C. Saraf retire by rotation and is to be reappointed. The brief profile is stated in the Notice of this Annual Report.

Shri Vishwambhar C. Saraf and Shri Rajendra C. Saraf are brothers and Shri Rishabh R. Saraf is son of Shri. Rajendra C. Saraf. Apart from this, there is no relationship between the Directors inter-se.

INDEPENDENT DIRECTORS

The three Independent Directors on the Board of the Company, Shri Mahendra Chirawawala, Shri Sandeep Shriya, Smt. Anita Bhartiya will complete their tenure on 30th September, 2024. The Board placed on record its appreciation for the valuable contribution rendered by them.

The Board based on recommendation of Nomination and Remuneration Committee has recommended appointment of Smt. Archana Bajaj, Shri Harkishin Zaveri and Shri Mahabir Prasad Sharma, as an Independent Directors of the Company for a term of five years with effect from 30th September, 2024, subject to approval by members by way of special resolutions.

The Independent Directors possess the required skillset, competences and expertise in the fields of general economics, corporate governance, business management & strategy, finance, accounts, risk management, corporate laws, manufacturing, sales & marketing etc.

Brief profile of Independent Directors as stated in the Notice of the AGM.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.The Board of Directors confirm

that the independent directors of the Company fulfill the conditions specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and are independent of the management of the company.

The proposed Independent Directors of the Company, Smt. Archana Bajaj, Shri Harkishin Zaveri and Shri Mahabir Prasad Sharma, have submitted declaration complying with the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. Their names are registered in the Independent Directors database. Based on the disclosures provided by them, none of them are disqualified from being appointed as Director under section 164 of the Act and they are independent from the Management. The Independent Directors of the Company proposed to be appointed meet the criteria of independence as per Section 149(6) of the Companies Act, 2013 (the Act) and comply with the code for independent directors prescribed under schedule IV of the Act. They are not disqualified from being appointed as Director as per disclosure submitted by them under section 164 of the Act.

BOARD MEETINGS:

During the year, 4 (Four) Board meetings were held, with gap between Meetings as prescribed under the Act. Details of Board and committee meetings held during the year are given in the Corporate Governance Report.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining qualifications, positive attributes and independence of a Director and also a policy for remuneration of Directors, Key Managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report.

FINANCIAL STATEMENTS:

Audited Financial Statements are prepared in accordance with Indian Accounting Standard (Ind AS) as prescribed under Section 133 of the Companies Act, 2013 read with the rules made thereof.

AUDITORS:

M/s Sundarlal, Desai & Kanodia, Chartered Accountants, Firm Registration No.110560W, was appointed as the statutory auditors of the Company for a term of consecutive five years i.e.; from the conclusion of the 51st annual general meeting till the conclusion of the 56th Annual General Meeting by the shareholders of the Company.

They have confirmed that they are not disqualified from continuing as auditors of the Company.

The statutory audit report for the financial year ended 31st March, 2024 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditors.

COST AUDITORS AND COST AUDIT REPORT :

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company are required to be audited by cost auditors. The Board has on the recommendation of the Audit Committee, appointed M/s. Kejriwal & Associates, Cost Accountants, to audit the cost records of the Company for the financial year 2024-25, on a remuneration of Rs.75,000/-

(Rupees Seventy Five Thousand only), subject to ratification by members. Accordingly, a resolution seeking Members' ratification for the remuneration payable to M/s. Kejriwal & Associates, Cost Auditors, is included in the Notice convening the Annual General Meeting.

SECRETARIAL AUDITOR:

Shri Kamlesh Rajoria, Practicing Company Secretary, Kamlesh Rajoria & Associates, was appointed to conduct the secretarial audit of the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2023-24 forms part of the Annual Report as “Annexure - A” to the Board's report. There is no qualification, reservation or adverse remark in the report.

LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS:

Pursuant to provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board has formulated Policy on Related Party Transactions and the same is available on the website of the Company at www.remigroup.com. All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There were no material related party transactions entered by the Company during the year and thus disclosure in Form AOC-2 is not required. Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, following are the transactions with any person or promoter/ promoters group holding 10% or more shareholding.

None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company other than sitting fees.

Your Directors draw attention of the members to Note 34 to notes to accounts, which sets out related party disclosures.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy:

I. the steps taken or : Replacement of 250W HPSV impact on conservation High Bay Height Fixtures with of energy; 100 W LED in plant sheds and

modification in annealing furnace for improving its thermal efficiency.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

AUDIT COMMITTEE:

The Composition of the Audit Committee is stated in the Corporate Governance Report.

RISK MANAGEMENT:

The Company has laid down a risk management policy identifying Foreign Exchange Risk, Business Risk and Insurance risk. The senior management team reviews and manages the foreign exchange risks in a systematic manner, including regular monitoring of exposures, proper advice from market experts, hedging of exposures, etc. The Company's currency hedging strategies have helped minimize volatility and have helped buffer the impact of currency exchange rate fluctuations.

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTOR BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and SEBI (Listing

Obligations and Disclosure Requirements) Regulation, 2015, the Board had carried out performance evaluation of its own, the Board Committees and of the Individual directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board. The manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report.

DEPOSITS:

The Company has not accepted any deposits from the public falling within the purview of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL CONTROL SYSTEM:

The Company has in place adequate internal financial controls with reference to financial statements. The internal financial controls are adequate and are operating effectively.

SIGNIFICANT AND MATERIAL ORDERS:

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

VIGIL MECHANISM:

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns and irregularities, if any in the Company, noticed by them. No personnel has been denied access to the Audit Committee. The same is posted on the website of the Company.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

Company has received a declaration of compliance with the Code of Conduct from Directors and Senior Management Personnel. The declaration by the CEO & Managing Director affirming compliance of the Board of Directors and Senior Management Personnel to the Code of Conduct is appended to this Report.

EXTRACT OF THE ANNUAL RETURN:

The extract of the Annual Return in form MGT-9 is placed on the Company's website at www.remigroup.com.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule, 5(1) and 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

No employee of the Company was in receipt of remuneration equal to or exceeding the prescribed limits pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm that :

a. in the preparation of the annual accounts for the year ended 31st March 2024, the applicable Accounting

Standards have been followed along with proper explanation relating to material departures, if any;

b. the Directors have selected 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 ended 31st March 2024 and of the profit 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 the 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 /financial statements on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls are adequate and were operating effectively; and

f. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

APPRECIATION:

The Board extends its grateful thanks to the Investors, Central and various State Governments, its bankers and district level authorities for their continued support extended to the Company from time to time.

ON BEHALF OF THE BOARD

For REMI EDELSTAHL TUBULARS LIMITED

Registered Office : Sd/-

R^emi H^ouⁱse; ^Plot N°;¹¹, VISHWAMBHAR C. SARAF

C^ama '^ndus^tr'^a'^Estate, CHAIRMAN

G^oreg^aon (Ea^sncQ (DIN:00161381)

Mumbai - 400 063.

Dated: 14th August, 2024