Your directors are pleased to present the 42^nd Annual Report along with the Audited Financial Statements (Standalone & Consolidated)
of the Company for the year ended on March 31,2026:

1. FINANCIAL RESULTS AT A GLANCE

2. OPERATIONAL REVIEW/STATE OF THE COMPANY'S
AFFAIRS

The ongoing war in Europe and recent Iran - US/Israel war
in the Middle East impacted operations of the Company
adversely affecting both, revenue and profitability as a
result thereof. During the year under review, Revenue
from Operations of the Company was down by 24.34%
at ' 3,689.30 Crores compared to ' 4,876.14 Crores of
the previous year, on standalone basis and by 13.35% at
' 4,493.96 Crores compared to ' 5,186.47 Crores of the
previous year, on consolidated basis.

The total income on Standalone basis for the Financial
Year 2025-26 was lower by 23.09% at ' 3,814.39 Crores
compared to the total income of ' 4,959.45 Crores of
the previous year and total income on consolidated
basis for the Financial Year 2025-26 was lower by 12.01%
at ' 4,615.91 Crores compared to the total income of
' 5,246.09 Crores of the previous year; the profit after
tax on the standalone basis for the year was at ' 433.96
Crores compared to ' 578.01 Crores of the previous year
and profit after tax on the consolidated basis for the year
was ' 534.47 Crores compared to ' 541.57 Crores of the
previous year.

There are no material changes or commitments affecting
the financial position of the Company, which have
occurred between the end of the financial year and the
date of this Report.

3. DIVIDEND

Your directors are pleased to recommend a dividend
of ' 10.00 (previous year ' 14.00) per Equity Share on
7,00,92,000 Equity Shares having face value of ' 2.00
each for the Financial Year ended on March 31, 2026,
for approval of the Shareholders of the Company at the
ensuing Annual General Meeting. The dividend would be
paid out of the profits for the year and the total dividend

outgo, if approved, will be ' 70.09 Crores (previous year
' 98.13 Crores).

The dividend on Equity Shares is subject to approval of the
Shareholders of the Company at the 42^nd Annual General
Meeting scheduled to be held on Tuesday, August 18,
2026.

As per the Income Tax Act, 2025, the Dividend is taxable
in the hands of the Shareholders at the applicable tax
rates of the respective Shareholders and the Company is
required to deduct tax at source from dividend paid to the
Shareholders at prescribed rates as per the Income Tax
Act, 2025.

The dividend payout is in accordance with the Company's
Dividend Distribution Policy. The Dividend Distribution
Policy of the Company, in terms of Regulation 43A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (as amended), is available at the web
link:https://www.ratnamani.com/download/Code and
Policy/Dividend Distribution Policy.pdf.

The Record date for the purpose of payment of the
dividend and the 42^nd AGM for the Financial Year ended
on March 31,2026, is Tuesday, August 11,2026.

4. TRANSFER TO RESERVES

The Board of Directors doesn't propose to transfer any
amount to any reserves, for the year under review.

5. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as
on March 31, 2026 was ' 1,401.84 Lakhs divided into
7,00,92,000 Equity Shares of face value of ' 2.00 each.
During the year under review, the Authorised Capital of
the Company remained unchanged at ' 1,800.00 Lakhs
divided into 9,00,00,000 Equity Shares of face value of
' 2.00 each.

6. BORROWINGS

Your Company continues to be a debt free Company.
The Company has Nil outstanding long-term borrowings
(previous year Nil) as on March 31, 2026. In addition to
above, the outstanding current borrowings (including
long-term borrowings maturing within one year) is Nil
(previous year Nil) as on March 31, 2026.

7. FIXED DEPOSITS

During the year under review, your Company has
not accepted any deposit from the Shareholders and
public within the meaning of Sections 73 and 74 of the
Companies Act, 2013 read together with the Companies
(Acceptance of Deposits) Rules, 2014 (including any
statutory modification(s) or re-enactment(s) for the time
being in force). Further, no amount on account of principal
or interest on deposits from public was outstanding as on
the date of the balance sheet.

8. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

The particulars of the Loans, Guarantees and Investments
covered under the provisions of Section 186 of the
Companies Act, 2013, if any, are given in the notes to the
Financial Statements.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) DIRECTORS:

The Board of Directors have optimum composition
of executive and non-executive Directors. The
Company has five executive directors and five non¬
executive independent directors including a woman
independent director. The Chairman of the Board
of Directors of the Company is the Promoter and
Executive Director designated as Chairman and
Managing Director. He is assisted by Joint Managing
Director, Whole Time Directors and Whole Time
Director & Chief Executive Officer to discharge his
day-to-day function.

a) Non-Executive Independent Directors:

Your Company has five Non-Executive
Independent Directors including one Woman
Independent Director. Shri Sushil Solanki,
Shri Dhinal Shah and Shri Rajesh Desai were
appointed as Non-Executive Independent
Directors for a period of five years from
February 13, 2023 through February 12, 2028.
Smt. Sangeetha Chhajed was appointed as
Non-Executive Independent Woman Director of
the Company for a period of five years from July
18, 2024 through July 17, 2029. Shri Rajendra
Shantilal Shah was appointed as Non-Executive
Independent Director of the Company for a

determining qualifications, positive attributes,
independence of a director and other matters,
as required under Sub-section (3) of Section 178
of the Companies Act, 2013 and Regulation 19
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the
remuneration paid to the directors are governed
by the Nomination and Remuneration Policy
of the Company. The detailed Policy may be
accessed from the website of the Company at
https://www.ratnamani.com/download/Code
and Policy/NRC Policy.pdf. The highlights of
the Remuneration Policy and other details are
given in the Corporate Governance Report,
which is forming part of Board's Report.

g) The details of programmes for familiarisation of
Independent Directors with the Company, their
roles, rights, responsibilities in the Company,
nature of the industry in which the Company
operates, business model of the Company and
related matters are put up on the website of the
Company at the web link:https://ratnamani.
com/download/Investor info/Familiarization
Programme of Independent Director.pdf.

h) The Company has undertaken Directors and
Officers insurance for all the Directors of the
Company pursuant to Regulation 25 (10) of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

B) KEY MANAGERIAL PERSONNEL:

The following persons are the Key Managerial
Personnel of the Company pursuant to Section 2(51)
and Section 203 of the Companies Act 2013, read
with the Rules framed thereunder.

1. Shri Prakash M. Sanghvi, Managing Director

2. Shri Jayanti M. Sanghvi, Joint Managing
Director

3. Shri Shanti M. Sanghvi, Whole Time Director

4. Shri Manoj P. Sanghvi, Whole Time Director &
Chief Executive Officer

5. Shri Prashant J. Sanghvi, Whole Time Director

6. Shri Vimal Katta, Executive Director (Finance) &
Chief Financial Officer

7. Shri Anil Maloo, Company Secretary &
Compliance Officer

In terms of Regulation 6 of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Company has appointed Shri
Anil Maloo, Company Secretary as the Compliance
Officer of the Company.

There is no change in the Key Managerial Personnel
during the year under review.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and
compliance system established and maintained by the
Company, work performed by the internal, statutory, cost,
and secretarial auditors and external agencies including
audit of internal financial controls over financial reporting
by the Independent Auditors and the reviews performed
by Management and the relevant Board Committees,
including the Audit Committee, the Board is of the
opinion that the Company's internal financial controls
were adequate and effective during the Financial Year
2025-26.

Pursuant to the provisions of Section 134(5) of the
Companies Act, 2013, the Board of Directors hereby states
and confirms that:

a. in the preparation of the annual accounts, the
applicable accounting standards have been followed
along with proper explanations relating to material
departures, if any.

b. the Directors have selected such 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 as at March 31,2026 and of the profits
of the Company for the financial year ended on
March 31, 2026.

c. the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013, for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities.

d. the Directors had prepared the Annual Accounts on
a 'going concern' basis.

e. the Directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively.

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

11. BOARD MEETINGS

The Board of Directors met 4 times during the Financial
Year 2025-26 and having a gap of not more than 120 days
between 2 consecutive Board Meetings. The details of
the board meetings and the attendance of the Directors
are given in the Corporate Governance Report, which is
forming part of this Report.

12. AUDIT COMMITTEE

As provided in Section 177(8) of the Companies Act,
2013, the information about Audit Committee is given in

the Corporate Governance Report. As at March 31, 2026,
Shri Dhinal A. Shah is the Chairman of the Committee
and Shri Sushil Solanki, Shri Jayanti M. Sanghvi and
Smt. Sangeetha Chhajed are the Members of the
Committee.

During the year under review, the Board had accepted all
the recommendations of the Audit Committee.

13. INDEPENDENT AUDITORS

Pursuant to the provisions of Section 139 of the Companies
Act, 2013 read with rules made thereunder, M/s. Kantilal
Patel & Co., Chartered Accountants, Ahmedabad (ICAI
Firm Registration No. 104744W) Independent Auditors of
the Company shall hold office till conclusion of the 44^th
Annual General Meeting to be held in the calendar year
2028.

The Independent Auditors of the Company have carried
out the Audit of the Financial Statements of the Company
for the year ended on March 31, 2026 and submitted
their Report. The Auditors' Report does not contain any
qualification, reservation or adverse remark.

14. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with rules made thereunder,
an Independent Chartered Accountant Firm have
been appointed as Internal Auditor and the quarterly
Reports are submitted to Audit Committee of the Board
of Directors of the Company, for its review. The Audit
Committee formulates the scope, functioning, periodicity
and methodology of the internal audit.

15. COST AUDITORS

In terms of Section 148 of the Act, the Company is required
to maintain cost records and have the audit of its cost
records conducted by a Cost Accountant. Cost records are
prepared and maintained by the Company as required
under Section 148(1) of the Act.

Your directors have, based on the recommendation of
the Audit Committee, appointed M/s. N. D. Birla & Co.,
Cost Accountants, as the Cost Auditors of the Company
to audit the Cost accounts for the Financial Year 2026-27
at a remuneration of ' 2,00,000/- plus taxes as applicable
and out of pocket expenses subject to ratification of the
remuneration by the Shareholders in ensuing 42^nd Annual
General Meeting. Accordingly, a resolution seeking
Shareholders' ratification for the remuneration payable to
M/s. N. D. Birla & Co., Cost Accountants, is included in the
Notice convening the 42^nd Annual General Meeting. The
Board of Directors recommends passing of the resolution
by way of Ordinary Resolution.

Your Company has received consent from M/s. N. D. Birla
& Co., Cost Accountants, to act as the Cost Auditors for
conducting audit of the cost records for the Financial
Year 2026-27 along with a certificate confirming their
independence and arm's length relationship.

16. SECRETARIAL AUDITORS

I n terms of Section 204 of the Companies Act, 2013 and
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors,
is required to appoint the Secretarial Auditors of the
Company to conduct an audit of the secretarial records
of the Company. Pursuant to Regulation 24A(1)(a) of the
SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015 (the Listing Regulations), the Company
is required to undertake Secretarial Audit by a Secretarial
Auditor, who shall be a Peer Reviewed Company Secretary
and annex the Secretarial Audit Report, with the annual
report of the Company.

Pursuant to the amended Regulation 24A(1)(b) read
with (1C) of the Listing Regulations, w.e.f. April 1, 2025,
the Company on the recommendation of the Board of
Directors shall appoint Secretarial Auditor for not more
than one term of five consecutive years, if the Auditor is
an individual, with the approval of its Shareholders in its
Annual General Meeting.

The Board of Directors at its meeting held on May 16, 2025
and the Shareholders at its 41^st Annual General Meeting
held on September 9, 2025 have appointed M/s. M. C. Gupta
& Co., Company Secretaries in practice as the Secretarial
Auditors of the Company to conduct an audit of the
secretarial records, for five consecutive years commencing
from April 1, 2025 through March 31, 2030 that is from
Financial Year 2025-26 to Financial year 2029-30.

17. REPORTING OF FRAUD AS SPECIFIED UNDER THE
COMPANIES ACT, 2013

The Independent Auditors, Cost Auditors and Secretarial
Auditors of the Company have not reported any fraud
as specified under the second proviso of Section 143(12)
of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time being in
force).

18. SECRETARIAL STANDARDS

The Company complies with Secretarial Standards on
Meetings of Board of Directors and General Meetings
issued by the Institute of Company Secretaries of India.
The Company has in place proper systems to ensure
compliance with the provisions of the applicable
secretarial standards issued by the Institute of the
Company Secretaries of India and such systems are
adequate and operating effectively.

19. CREDIT RATING

The Company enjoys a good reputation for its sound
financial management and its ability to meet financial
obligations. During the year under review, CRISIL Ratings
Limited has re-affirmed "AA/positive" rating for the
Company's long-term bank borrowings and re-affirmed
"A1 " for its short-term bank borrowings.

20. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has adequate Internal Control System,
commensurate with the size, scale and complexity of
its operations. The Internal Audit function is handled by
an external firm of Chartered Accountants. The Internal
Control Systems are regularly being reviewed by the
Company's Internal Auditors with a view to evaluate
the efficacy and adequacy of Internal Control Systems
in the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the
Company and to ensure that these are working properly
and wherever required, are modified/tighten to meet the
fast changing business requirements.

All the Departmental Heads/Functional Heads are
certifying the compliance to all applicable rules,
regulations and laws every quarter to the Board and are
responsible to ensure that internal controls over all the
key business processes under their respective divisions/
department/functions are operative. The scope of the
Internal Audit is defined and reviewed every year by the
Audit Committee and inputs, wherever required, are taken
from the Independent Auditors. Based on the report of
Internal Auditors, major audit observations and corrective
actions thereon are presented to the Audit Committee of
the Board.

21. PARTICULARS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

Conservation of energy and technology absorption

Information required under Section 134(3)(m) of the
Companies Act, 2013, read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, as amended from time to time
is given in Annexure-“A" which is forming part of this
report.

The Company has installed windmills and Solar Power
Panels at various places for "Green Energy Generation",
thus continuing to contribute, in a small way, towards a
greener and cleaner earth.

Foreign Exchange Earnings and Outgo

The details of foreign exchange earnings and outgo as
required under Section 134 and Rule 8(3) of Companies
(Accounts) Rules, 2014 are mentioned in Annexure-“A".

22. RISK MANAGEMENT

Your company has an elaborate Risk Management
procedure covering various Risks including Business,
Operational, Financial, Sectoral, Market, Regulatory
and Compliance, Sustainability, Human Resources,
Information and Cyber Security and Strategic Risks and
its Assessment, measurement and mitigation processes.
Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on
a continuous basis within the risk appetite as approved
from time to time by the Board of Directors.

Your Company has a Risk Management Committee in
accordance with the requirements of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. The key risks and mitigating actions are being placed
before the Committee and the Board of Directors of the
Company. As on the date of this report, the Company does
not foresee any critical risk, which threatens its existence.

23. SUBSIDIARIES, THEIR PERFORMANCE AND
CONSOLIDATED FINANCIAL STATEMENTS(a) Ravi Technoforge Private Limited, Rajkot:

As reported in earlier Board's Report, your Company
had entered into Agreement on October 5, 2022 for
subscription and acquisition of Equity Shares and
acquired 53% Equity Shares in Ravi Technoforge
Private Limited, Rajkot, (RTL) on October 28,
2022 for ' 97.88 Crores. The 1^st Tranche of 53.00%
stake acquisition consisted of 26% of the issued,
subscribed and paid-up share capital through share
subscription in RTL under the preferential allotment
and 27% of the issued, subscribed and paid-up share
capital in RTL (post dilution) through purchase from
the existing shareholders. During FY 2024-25, your
Company had acquired further 27.02% stake in RTL
by acquiring 41,22,000 Equity Shares of ' 10.00 each
at a price of ' 81.00 per share (including premium
of ' 71.00 per share) aggregating to ' 33.39 Crores
from the existing Shareholders of Ravi Technoforge
Private Limited, under 2^nd Tranche. Consequent upon
the above acquisition, as on August 31, 2024, the
Company was holding 1,22,08,050 Equity Shares of
' 10.00 each in RTL that is 80.02% of the total equity
share capital consisting of 1,52,56,716 Equity Shares
of ' 10.00 each of RTL.

As per the Agreement, the 3^rd Tranche of 19.98% shall
be completed not later than July 31,2027, however,
the acquisition of the 3^rd Tranche shall be subject
to certain options as may be opted by the existing
shareholders of the RTL during that time.

The Company on September 18, 2025, entered
into a Master Amendment Agreement to the
Share subscription cum Purchase Agreement and
Shareholders' Agreement with RTL and the existing/
selling shareholders of RTL, and altered certain
terms and provisions of the Share Subscription cum
Purchase Agreement and Shareholders Agreement
dated October 5, 2022, details of alterations are as
under:

1. the existing shareholders shall invest further
capital in RTL (including without limitation by
way of rights issue, preferential issue or any
other manner) so as to ensure that at all times

their shareholding in RTL does not fall below
25% (twenty five percent) of the total issued,
subscribed and paid-up Equity Share Capital of
RTL, on the Fully Diluted Basis.

2. The total shareholding of your Company shall
not exceed 75% (seventy five percent) of the
total issued, subscribed and paid-up Equity
Share Capital in RTL, on the Fully Diluted Basis;

I n view of above, certain options available to
the existing/selling Shareholders under the 3^rd
Tranche, have been modified and the existing/
selling Shareholders and the Company shall
continue to hold their respective shareholding
in the above-mentioned ratio.

Further, the RTL had come out with an Issue of
50,85,572 Rights Equity Shares of ' 10 each at
a premium of ' 90 per Equity Share for cash,
aggregating to ' 50,85,57,200 on Rights basis
to the existing Shareholders of the Company.

I n view of the Master Amendment Agreement
to the aforesaid Agreements, the Company on
September 18, 2025 subscribed to 30,48,669
Equity Shares of ' 10 each of RTL at an issue
price of ' 100 per share (including premium of
' 90 per share) aggregating to ' 30,48,66,900
by way of subscription to the equity shares
offered on a Rights basis.

Consequent upon the above subscription
on a Rights basis, your Company now holds
1,52,56,710 Equity Shares of ' 10 each in RTL
resulting into the dilution in its shareholding
from 80.017% to 75.00% of the total issued,
subscribed and paid-up equity share capital of
2,03,42,288 Equity Shares of ' 10 each.

RTL is engaged into manufacturing of high
precision forged and turned bearing rings, gear
blanks and other similar bearing components
having ultimate end use across diverse
industrial and mobility applications.

During the Financial Year 2025-26, Ravi
Technoforge Private Limited has achieved
Revenue from Operations of ' 376.67 Crores
compared to ' 284.09 Crores in the previous
year and Total Income of ' 380.73 Crores
compared to ' 287.62 Crores in the previous
year.

The Total Income for the Financial Year 2025¬
26 was higher by 32.37 % as compared to the
previous Financial Year 2024-25. The Profit After
Tax during the year under review was higher by
82.93% at ' 18.25 Crores as compared to the
previous year of ' 9.98 Crores.

(b) Ratnamani Finow Spooling Solutions Private
Limited, Ahmedabad:

As reported in earlier Board's Report, a joint venture
agreement between Ratnamani Metals and Tubes
Limited (RMTL) and Technoenergy AG, Switzerland
(TEAG) (herein-after called as JV partners) was
entered into on September 22, 2023 to form a
joint venture Company namely Ratnamani Finow
Spooling Solutions Private Limited in India, a
subsidiary Company. The said subsidiary company
was incorporated on September 27, 2023 with
Authorised Capital of ' 360.00 Lakhs and initial paid
up capital ' 270.00 Lakhs, the Shareholding is in
the ratio of 51% to be held by RMTL and 49% to be
held by TEAG, thereby the Company has subscribed
13,77,000 Equity Shares of ' 10.00 each. Any further
issuance shall be brought in by the JV Partners, in
their respective ratio of shareholding. RMTL reserves
right to increase its shareholding upto 60% of the
paid-up capital in the Company on fully diluted
basis upon incurring any major capex in future. The
purpose of the Joint Venture subsidiary Company is
for providing pipe spooling solutions, fittings and
auxiliary support systems for piping and tubing
applications.

Through this JV, RMTL proposes to wider its product
basket by providing comprehensive piping and
spooling solutions in India and across the globe
to the end consumers. Your Company possesses
necessary infrastructure and strong reputation in
the market to complement and supplement TEAG
(and its group companies) for providing spooling
solutions considering the focus for localization in
various critical sectors.

FINOW GmBH a Subsidiary of TEAG based out
of Germany, is operating in this segment since
decades and possess strong technical expertise in
manufacturing of the various types of high precision
pipe spools, fittings, hanger support systems and
auxiliary piping & tubing support solutions for power
plants, chemical plants, oil & gas industries, water
management and other industrial applications.

RMTL is assisting the subsidiary company by
providing necessary support for setting up the
manufacturing facility in Gujarat along with general
management and administration of the Company.
While TEAG shall provide necessary technical
expertise and know-how to the joint venture
subsidiary company.

During the year under review, Ratnamani Finow
Spooling Solutions Private Limited achieved Revenue
from Operations of ' 390.47 Crores compared to
' 55.61 Crores in the previous year, Total Income at
' 401.77 Crores compared to ' 56.12 Crores in the

previous year and profit after tax for the year was at '
89.57 Crores compared to loss of ' 6.71 Crores in the
previous year.

(c) Ratnamani Inc., USA:

Your Company has a Wholly Owned Subsidiary in the
State of Texas, USA namely "Ratnamani Inc." for the
purpose of marketing of its products.

During FY 2025-26, Ratnamani Inc. achieved Revenue
from Operations of USD 2,43,674 compared to USD
2,56,202 in the previous year. The Profit after Tax was
USD 19,517 compared to USD 19,230 in the previous
year.

(d) Ratnamani Middle East Pipes Trading LLC OPC,
Abu Dhabi, UAE:

As reported in earlier Board's Report, your Company
had incorporated a wholly owned subsidiary
company namely Ratnamani Middle East Pipes
Trading LLC OPC on April 16, 2024 at Abu Dhabi in
United Arab Emirates, for marketing of the Company's
products. Your Company had subscribed 100% of
the paid-up Share Capital of Emirati Dirhams 50,000
divided into 100 shares of 500 Emirati Dirhams each.
During the period under review, Ratnamani Middle
East Pipes Trading LLC OPC achieved Revenue
from Operations of AED 2,65,155 compared to AED
1,47,736 in the previous year, and the Net profit
stood at AED 12,626 compared to AED 7034 in the
previous year.

(e) Ratnamani Trade EU AG, Lucerne, Switzerland:

As reported in earlier Board's Report, your Company
had entered into a Joint Venture/Shareholders
Agreement executed with Technoenergy AG,
Switzerland on December 19, 2023, to form a
Company namely Ratnamani Trade EU AG in Lucerne,
Switzerland. Your Company, on December 18, 2024,
acquired 60% shares in the Company by subscribing
to 60,000 Shares of EURO 10 each.

During the year under review, due to commercial
reasons and keeping in mind the long-term interest
of the Company, on September 06, 2025 it executed
a Share Purchase Agreement with Technoenergy AG,
Switzerland to purchase its entire shareholding of
40,000 Shares of Euro 10 each held by it on par value,
at a consideration of EURO 4,00,000, and hence,
Ratnamani Trade EU AG became a wholly owned
subsidiary company of the Company with effect
from September 24, 2025 upon acquisition of the
shares.

The purpose of subsidiary company is to promote
and distribute your Company's Stainless-Steel
Products in the European market. The subsidiary
Company shall be the exclusive trading house
to import and distribute various categories of

stainless-steel products in Europe, which are
manufactured by RMTL under its brand. It would
help your Company to develop its local presence,
branding, superior servicing to European customers
and also to meet the faster delivery commitments by
maintaining the stock of its key products.

During the period under review, Ratnamani Trade
EU AG achieved Net Revenue from Supplies of
EURO 11,868,403 and Earnings After Taxes of EURO
5,424. During the 15 months period beginning from
January 1,2024 to March 31,2025, Ratnamani Trade
EU AG had Net Revenue from Supplies of EURO
9,701,332 and Earnings After Taxes of EURO (6,369).

(f) Ratnamani Middle East Company, LLC., Dammam,
Kingdom of Saudi Arabia:

As reported in earlier Board's Report, your Company
had entered into Joint Venture cum Shareholders
Agreement with Saudi Electric Supply Company
Limited (SESCO), Kingdom of Saudi Arabia, a Tamimi
Group Company on April 10, 2025, to form a Joint
Venture Company ("JV Company") at Dammam or
any place in the Kingdom of Saudi Arabia, which
shall be a subsidiary Company and shall set up a
manufacturing facility of seamless products. The
shareholdings of the JV Company upon incorporation
would be 75% with your Company and 25% of the
equity shareholding shall be with SESCO.

On August 25, 2025, Ratnamani Middle East
Company, LLC was incorporated as a subsidiary
company in the form of Joint Venture, at Dammam,
Kingdom of Saudi Arabia (KSA). Your Company shall
subscribe to 75% of the paid-up share capital by
subscribing to 75 shares of 20,000.00 Saudi Riyal
each and balance 25% of the paid-up share capital
shall be held by Saudi Electrical Materials Company
Limited, KSA, a Saudi Electric Supply Company
Limited (SESCO) group company.

The purpose of the proposed JV Company is to
provide the critical Stainless Steel tubing solutions to
the consumers in the Kingdom of Saudi Arabia (KSA)/
Gulf Co-operation Council (GCC) Countries and to the
rest of the world also on opportunities basis. The JV
shall fulfil the objective of manufacturing seamless
products locally, which are presently being imported
by the consumers of KSA/GCC. It would help the
Company to develop its local presence, branding
and superior servicing to KSA/GCC Customers.

SESCO group is engaged in the business of providing
comprehensive supply chain solutions to the large
process industries in Oil & Gas, Petrochemicals,
other heavy industries and large construction &
infrastructure segment. SESCO is based out in Saudi
Arabia and shall provide all the support from all its

sister companies within the Tamimi Group, for project
implementation, assessment of the Saudi market,
legal support, assisting in operations, management
and complying with laws of the land.

(g) Ratnamani Foundation (Section 8 limited by
guarantee Company under the provisions of
Companies Act, 2013):

Your Company along with other subsidiary
companies namely Ravi Technoforge Private
Limited and Ratnamani Finow Spooling Solutions
Private Limited, incorporated a Section 8 company
(a company limited by Guarantee) in the name of
"Ratnamani Foundation" on September 5, 2025.
Ratnamani Foundation (non-profit entity) will serve
as an Implementing Agency for the Corporate Social
Responsibility (CSR) activities of the Company and its
subsidiaries, as prescribed under Schedule VII of the
Companies Act, 2013, with an object of promotion of
commerce, art, science, sports, education, research,
social welfare, healthcare, charity, protection of
environment or any such other objects/activities
including those enumerated in Schedule VII of the
Companies Act, 2013 (including any amendment
or rectification) and it shall apply its surplus, if any,
and/or other income in promoting its objects; and
it shall prohibit the payment of any dividend to its
members.

The Board of Directors periodically reviews the
performance of the subsidiary companies. Details of
the same is enumerated in the Corporate Governance
Report, which is forming part of this report.

In accordance with Section 129(3) of the Act, the
Company has prepared Consolidated Financial
Statements of the Company and all its subsidiaries
(except non-profit entity), which forms part of
the Annual Report. Further, the report on the
performance and financial position of each
subsidiary and salient features of their Financial
Statements in the prescribed Form AOC-1 is annexed
to this report at Annexure-“B".

Your directors have pleasure in attaching the
Consolidated Financial Statements for the
Financial Year ended on March 31, 2026 pursuant
to Regulation 33 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
which have been prepared in accordance with the
applicable provisions of the Companies Act, 2013
and the Indian Accounting Standards ("Ind AS") and
approved by the Board. These Consolidated Financial
Statements have been prepared on the basis of the
Audited Financial Statements of the Company and
its Subsidiaries, as approved by their respective
Board of Directors.

In accordance with the provisions of Section 136
of the Act and the amendments thereto, read
with the SEBI Listing Regulations, the Audited
Financial Statements, including the Consolidated
Financial Statements and related information of the
Company and Financial Statements of the subsidiary
companies are available on our website and the
same can be accessed at the web link: https://www.
ratnamani.com/investors relations.html#left-tab4.

Except as stated above, there is no other Company,
which has become or ceased to be subsidiary, joint
venture or associate company, of the Company.
There has been no material change in the nature of
the business of the subsidiaries.

Your Company does not have any material subsidiary
Company. The policy for determining material
subsidiary(ies) of the Company has been provided
at the website of the Company athttps://ratnamani.
com/download/Code and Policy/Policy Of
Determination Of Material Subsidiaries And Its
Governance.pdf.

24. CORPORATE GOVERNANCE REPORT

Your Company is committed to good Corporate
Governance and has taken adequate steps to ensure that
the requirements of Corporate Governance as laid down
under the Regulations of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are
complied with in letter and spirit. The details are given in
Annexure-“C".

The Board has framed Code of Conduct for all Board
Members and Senior Management of the Company and
they have affirmed the compliance during the year under
review.

As per the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Corporate
Governance Report and the Secretarial Auditor's
Certificate regarding compliance of conditions of
Corporate Governance are attached and forms part of the
Annual Report.

25. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis is set out in a
separate section included in this Annual Report and forms
part of this Report. The Audit Committee has reviewed
the Management Discussion and Analysis of financial
conditions and results of operations during the year under
review.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The key philosophy of all CSR initiatives of the Company is
guided by the Company's philosophy of giving back to the
society as a responsible corporate citizen. The Company's
CSR policy provides guidelines to conduct CSR activities of
the Company.

The CSR Policy may be accessed on the Company's website
at the web link:https://www.ratnamani.com/download/
Code and Policy/CSR Policy.pdf

The Company has identified the following as Thrust areas:

a) Promoting education, including employment
enhancing vocational skills and special education,
with focus on children, women, elderly and the
differently abled ones and also to actively support
livelihood enhancement projects;

b) Eradicating hunger, poverty and malnutrition,
promoting preventive health care and sanitation and
making available safe drinking water;

c) Ensuring environmental sustainability, ecological
balance, protection of flora and fauna, animal welfare,
agroforestry, conservation of natural resources,
maintaining quality of soil, air and water, using green
energy and taking other initiatives for environmental
protection (including Pond deepening, rain-water
harvesting);

d) Promoting gender equality, empowering women,
day care centres and measures for reducing
inequalities faced by socially and economically
backward groups;

e) Rural development projects;

f) Training to promote rural sports, nationally
recognised sports, Paralympic and Olympic sports;

g) Measures for the benefit of armed forces veterans,
war widows and their dependents, Central Armed
Police Forces (CAPF) and Central Para Military Forces
(CPMF) veterans and their dependents including
widows.

During the year, the Company has spent ' 1,021.65 Lakhs
on CSR activities out of the budget for FY 2025-26. During
the year under review, the Company has also spent
' 487.73 Lakhs, out of the CSR budget for the pervious
years. The details of CSR activities and expenses are given
in Annexure-“D".

27. ANNUAL RETURN

The Annual Return in Form MGT-7 of the Company can
be accessed from the website of the Company athttps://
www.ratnamani.com/investors relations.html#left-tab6.

28. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, disclosures pertaining to remuneration and
other details are provided in Annexure- “E" to this Report.

29. SECRETARIAL AUDIT REPORT AND SECRETARIAL
COMPLIANCE REPORT

A) In terms of Regulation 24A(1) of the SEBI (Listing
Obligations and Disclosure Requirements)

Regulations, 2015 and pursuant to Section 204(1)
of the Companies Act, 2013, the Secretarial Audit
Report for the Financial Year ended March 31, 2026
is annexed with the Board's Report and forms part of
the Annual Report as given in Annexure-“F".
Further, the Secretarial Audit Report for the
FY 2025-26 does not contain any qualification,
observation, reservation, adverse remark or
disclaimer.

B) In terms of Regulation 24A(2) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Secretarial Compliance
Report signed by Secretarial Auditor of the Company
for the Financial Year ended on March 31, 2026 has
been submitted to the Stock Exchanges by the
Company. The said Secretarial Compliance Report
may be accessed from the website of the Company
athttps://www.ratnamani.com/investors relations.
html#left-tab6. The Secretarial Auditor satisfies the
conditions mentioned in Sub-Regulations (1A and
1B) of Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR) AND ASSURANCE OF BRSR CORE

As per the Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Business Responsibility and Sustainability Report
containing a detailed overview of initiatives taken by your
Company from Environmental, Social and Governance
perspectives, is forming part of the Annual Report.

Your Company shall obtained reasonable assurance of
Business Responsibility and Sustainability Report Core
for the FY 2025-26 and limited assurance of other data
from M/s. Deutsch Quality Systems (India) Private Limited.
The Assurance Report shall form part of the Business
Responsibility and Sustainability Report.

However, in terms of NSE circular no. NSE/CML/2024/11
dated May 10, 2024 and BSE Notice No. 20240510-48
dated May 10, 2024 pertaining to Business Responsibility
and Sustainability Report - FAQs & General Observations/
Guidelines for filing of BRSR, the Business Responsibility
and Sustainability Report for the Financial Year 2025-26
are not being annexed to the Annual Report and the same
can be accessed from https://ratnamani.com/investors
relations.html#left-tab4.

31. DISCLOSURESA. Vigil Mechanism/Whistle Blower Policy:

The Company has Vigil Mechanism/Whistle Blower in
the terms of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. One may access the Chairman of
the Audit Committee through an e-mail or a letter
addressed to him, who is a designated director

under the policy. No person is denied access to
the Chairman of the Audit Committee. The Vigil
Mechanism in the Company fosters a culture of trust
and transparency among all its stakeholders.

The Policy on vigil mechanism/whistle blower policy
may be accessed on the Company's website at the
web link: https://www.ratnamani.com/download/
Code and Policy/Vigil Mechanism Policy.pdf

B. Related Party Transactions:

The Company has framed a Policy on materiality
of Related Party Transactions and on dealing with
Related Party Transactions for the purpose of
identification and monitoring of such transactions.
The policy on Related Party Transactions as approved
by the Board has been hosted on the Company's
website at the web link:https://www.ratnamani.com/
download/Code and Policy/MAT RPT POLICY.pdf

All the related party transactions and subsequent
material modifications, if any, 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
into by the Company with Promoters, Promoters
Group, Directors, Key Managerial Personnel or other
designated persons or related party that may have a
potential conflict with the interest of the Company
as per the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

All the Related Party Transactions are placed before
the Audit Committee and also before the Board for
its approval. The Company obtains prior omnibus
approval of the eligible related party transactions of
the Audit Committee, which fulfils the criteria. The
Audit Committee quarterly reviews all the related
party transactions entered into by the Company.
Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3)(h) of
the Companies Act, 2013 read with Section 188(2) of
the Companies Act, 2013 is mentioned in the Form
AOC - 2, which is given in Annexure - “G".

Details of related party transactions entered
into by the Company, in terms of Ind AS-24 have
been disclosed in the notes to the Standalone/
Consolidated Financial Statements forming part of
Annual Report for the FY 2025-26.

C. Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
2013:

The Company is an equal opportunity Company
and has zero tolerance for sexual harassment at
workplace. It has adopted a policy against sexual
harassment in line with the provisions of Sexual

Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules
framed thereunder.

The Company has complied with the provisions
relating to the constitution of the Internal Complaints
Committee as per the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

During the Financial Year 2025-26, there was no
complaint/case of sexual harassment received
and hence no complaint remains pending as on
March 31,2026.

(1) Number of complaints pending as on beginning
of the year - Nil

(2) Number of complaints of sexual harassment
received in the year - Nil

(3) Number of complaints disposed off during the
year - Nil

(4) Number of cases pending for more than ninety
days - Nil

D. Maternity Benefit Act, 1961:

During the year under review, the Company has duly
complied with all provisions of the Maternity Benefit
Act, 1961 and has extended all statutory maternity
benefits, leave entitlements, and medical benefits to
eligible women employees during the year, wherever
applicable.

E. Disclosure of Events or Information:

In compliance with Regulation 30 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, your Company has formulated
a policy for determination of materiality of events
and pursuant to the same, the Company makes
disclosures to the Stock Exchanges. The said policy
can be accessed from the website of the Company at
https://www.ratnamani.com/download/Code and
Policy/policy for determination of materility of
event or information.pdf.

Your Company has authorised the Key Managerial
Personnel (KMP) jointly and severally for the purpose
of determining materiality of an event or information
and making disclosures to the Stock Exchanges.

F. Ratnamani Employee Stock Option Scheme -
2024:

With a view to attract, retain, motivate, and reward
key employees of the Company for their performance
and to motivate them to continue to contribute to
the growth and profitability of the Company, and to
attract fresh best talent, the Company has granted
stock options to eligible employees under the
Ratnamani Employee Stock Option Scheme - 2024
("RMTL ESOS 20247ESOP Scheme).

The Company, vide special resolutions passed
by the Shareholders at their meeting held on
August 27, 2024, approved grant of up to 36,00,000
options to eligible employees of the Company
and its subsidiary company(s). In terms of the
said approval, the Nomination and Remuneration
Committee (Compensation Committee) of the
Company administers the RMTL ESOS 2024 and
grants stock options to eligible employees. The
Committee determines eligibility of the employees
to receive options, the number of options to be
granted, the exercise price, the vesting period and
the exercise period etc.

Accordingly, the Nomination and Remuneration
Committee (Compensation Committee) at its
meeting held on November 14, 2024 granted
4,31,224 Options to the eligible employees of the
Company and its subsidiary company under the
Grant I.

The Nomination and Remuneration Committee
(Compensation Committee) at its meeting held on
November 6, 2025 granted 5,74,578 Options to the
eligible employees of the Company and its subsidiary
company under the Grant II.

The eligible employees are entitled against each
option to subscribe for one equity share of face value
of ' 2.00 each at an exercise price which would be at a
discount of 25% from the market price as on the date
of the Grant by the Nomination and Remuneration
Committee (Compensation Committee). As per
the approved scheme, the Eligible employees are
entitled to exercise the option within a period of
maximum three years from the date of each vesting.
In the case of termination of employment by the
Company due to misconduct, all options, vested
or not, stand cancelled immediately. In case of
voluntary resignation, all un-vested options stand
cancelled. In case of retirement of employees,
vested options are exercisable as per the schedule
of vesting and are exercisable within a period of
12 months. The detailed Ratnamani Employees
Stock Option Scheme may be referred to from the
website of the Company at www.ratnamani.com.

The Employee Stock Options under the said grant
shall vest over a period of five years that is 20%
every year and as per the terms approved by
the Nomination and Remuneration Committee
(Compensation Committee), the eligible employees
are entitled to exercise the option within a period of
1 year from the date of each vesting, failing which
the Options shall stand cancelled.

There is no material change in the ESOP Scheme
during the financial year under review.

The ESOP Scheme has been formulated in
accordance with the Companies Act, 2013 and the
SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 and the disclosures
relating to the ESOP Scheme as required under the
above-mentioned SEBI Regulations are available on
the Company's website at https://www.ratnamani.
com/download/Financials/disclosure-reg-14-SEBI-
(SBEB-and-SE)-regulations-2021/31Mar2026.pdf.

The certificate of Secretarial Auditor in terms
of Regulation 13 of the aforesaid Regulations
confirming compliance of the RMTL ESOS 2024
Scheme with the above-mentioned SEBI Regulations
and as per the resolution passed by the Shareholders
of the Company, shall be placed before the ensuing
42^nd Annual General meeting of the Company and
is available for electronic inspection at the ensuing
42^nd Annual General meeting of the Company.

G. General:

Your directors state that no disclosure or reporting
is required in respect of the following items as there
were no transactions/instances on these items
during the year under review:

a) There has been no material change in the
nature of business during the year under
review.

b) There has been no i) Issue of equity shares
with differential rights as to dividend, voting or
otherwise or ii) issue of equity shares (including
sweat equity shares) to the employees or
Directors of the Company, under any Scheme.

c) There were no material changes or
commitments affecting the financial position
of the Company and except as reported in the
Board's Report, there are no other events to
report that has happened subsequent to the
date of financial statements and the date of this
report.

d) Neither the Managing Director, Joint Managing
Director nor the Whole Time Directors of the
Company receive any remuneration or commission
from any of its subsidiaries.

e) No significant or material orders were passed by the
Regulators or Courts or Tribunals, which affect the
going concern status and Company's operations in
future.

f) There is no application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 during the year.

g) There is no instance for one time settlement with
Banks or Financial Institutions. Hence, there is no
question of difference between amount of the
valuation done at the time of one-time settlement
and the valuation done while taking loan from the
Banks or Financial Institutions.

APPRECIATION

Your directors place on records their gratitude for the
valuable support rendered by the various stakeholders
such as shareholders, customers, and suppliers, investors,
business associates, joint venture partners, subsidiaries,
Government of India, various State Government
departments, Banks, regulatory authorities and their
officials. The directors also commend the continuing
commitment and dedication of the employees at all levels,
which has been critical for the Company's success.

The directors look forward to the continued support of all
stakeholders in future also.

For and on behalf of the Board of DirectorsPRAKASH M. SANGHVI

Place: Ahmedabad Chairman and Managing Director
Date: May 15, 2026 DIN: 00006354