Your Directors have immense pleasure in presenting the 54th
Annual Report and Audited Statements of Accounts of the
Company for the year ended 31st March, 2025.

PERFORMANCE REVIEW:

The performance for the financial year ended 31st March, 2025
is summarized below:-

OPERATIONS :

The Company has achieved turnover of Rs.13,907.50 Lakhs
during the current financial year as against Rs.11,833.23 Lakhs
during the previous year. The Company has achieved EBIDTA of
Rs.839.93 Lakhs during the year as against Rs.704.94 Lakhs
during the previous year. The Company has earned net profit of
Rs.267.19 Lakhs during the year as compared to profit of
Rs.138.90 Lakhs in the previous year. The production volume of
the Company has increased from 2449.01 tons in previous year
to 3045.14 tons thereby healthy increase of more than 24%.

The turnover, EBIDTA and net profit of the Company has
improved during the year compared to previous year as
Company is focusing more on value added products. 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.

During the year under report, the Company has incurred capital
expenditure of approx. Rs.596.00 lakhs to modernize its plant
and machinery in order to become cost competitive. The

Company is also planning to make further substantial capital
expenditure in current financial year to develop new high grade
product to cater to pharma, dairy and food & beverage industries
in Phase I. This will be followed with addition of products for
Semi-Conductor & Battery business tubes in Phase II, suitable
arrangements are being made for technology upgradation &
absorption.

While India is on a steady growth path, global geo-political
developments 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.

Increase in Capital :

During the year the Company has increased the Authorized
Capital from the Rs.20,00,00,000/- (Rupees Twenty Crores
only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity
Shares of Rs.10/- (Rupees Ten only) each and 9,00,000 (Nine
Lakhs) Preference Shares of Rs.100/- (Rupees One Hundred
only) each to Rs.25,00,00,000/- (Rupees Twenty Five Crores
only) divided into 1,60,00,000 (One Crore Sixty Lakhs) Equity
Shares of Rs.10/- (Rupees Ten only) each and 9,00,000 (Nine
Lakhs) Preference Shares of Rs.100/- (Rupees One Hundred
only) each, by creating an additional 50,00,000 (Fifty lakhs)
equity Shares of Rs.10/- (Rupees Ten only) each aggregating to
Rs.5,00,00,000 (Rupees Five Crores only).

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 retires by rotation and is to be re¬
appointed. The brief profile is stated in the Corporate
Governance.

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 Sundralal, Desai & Kanodia, Chartered Accountants, Firm
Registration No.110560W, were 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, 2025 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 2025-26, on a remuneration of Rs.90,000/-
(Rupees Ninety 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 2024-25 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 transaction 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.

ii. the steps taken by the : Windmill generation at Dhule

company for utilizing is supplied to plant through
alternate sources of open access scheme of Govt.

energy; of Maharashtra.

iii. the capital investment : -
on energy conservation
equipments;

(B) Technology absorption:

I. the efforts made towaths : The Company does not have

technology absorption; any foreign collaboration for

manufacturing. The Company
is continuously modernizing its
production and testing machi¬
neries and equipments.

ii. the benefits derived like : The Company’s products are

product improvement, Import substitutes.

cost reduction, product
development or import
substitution;

iii. in case of imported N.A.
technology (imported

during the last three
years reckoned from
the beginning of the
financial year)

(a) the details of technology : N.A.
imported;

(b) the year of import; : N.A.

(c) whether the technology : N.A.
been fully absorbed;

(d) if not fully absorbed, : N.A.
areas where absorption

has not taken place, and
the reasons thereof; and

iv. the expenditure incurred : Nil
on Research and
Development

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 2025, 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 2025 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

Registered Office : Sd/-

R^emi H^ou^ise; -Pot N°;¹¹, vishwambhar c. saraf

C^{ama Indust}"^al^Esta»®, CHAIRMAN

Goregaon (East) (DIN:00161381)

Mumbai - 400 063.

Dated: 29th July, 2025