AGM Details

  • Date and Time: Monday, August 31, 2026 at 3:30 PM IST
  • Mode: Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
  • Book Closure: August 24, 2026 to August 31, 2026 (both days inclusive)
  • Remote e-voting period: August 26, 2026 (9:00 AM) to August 30, 2026 (5:00 PM)

Ordinary Business

1. Adoption of audited financial statements for FY ended March 31, 2026 with reports of Board of Directors and Auditors

2. Re-appointment of Shri Rajendra C. Saraf (DIN: 00161412) who retires by rotation

Special Business - Ordinary Resolution

3. Ratification of remuneration of ₹90,000 payable to M/s Kejriwal & Associates as Cost Auditors for FY 2026-27

Special Business - Special Resolutions

4. Appointment of Shri Ritvik Saraf (DIN: 01638851) as Promoter, Non-Executive Non-Independent Director w.e.f. August 1, 2026

5. Appointment of Shri Ankur Sanjay Mehta (DIN: 02590984) as Independent Director for a term of 5 years w.e.f. June 1, 2026

6. Approval of material related party transactions framework not exceeding ₹20.00 crores per financial year with related parties including purchase/sale of steel goods and short-term loans

Preferential Issue Proposals

7. Issuance of Convertible Warrants: Up to 397,377 warrants at ₹180 each (including premium of ₹170) to WSG Co., Ltd. (South Korean entity) aggregating ₹7,15,27,950

  • Conversion period: 18 months from allotment date
  • 25% payment upfront, 75% at conversion
  • Relevant date for pricing: July 31, 2026 (RBI Reference Rate: 1 USD = ₹95.3706)
  • Post-issue holding of WSG Co.: 7.70% (from 5.31%)

8. Issuance of Equity Shares: Up to 833,331 equity shares at ₹180 each (including premium of ₹170) aggregating ₹15,00,00,000

  • Allottees: Hanuman Freight & Carriers Pvt Ltd (166,666 shares), Skyrise Mercantile Ltd (500,000 shares), J B Mody Enterprises LLP (55,555 shares), SNS Ventures LLP (55,555 shares), Jay Bharat Mehta (55,555 shares)
  • Full payment on allotment
  • Relevant date for pricing: July 31, 2026

Financial Performance FY 2025-26

  • Revenue: ₹14,291.88 lakhs (Previous year: ₹13,907.50 lakhs)
  • EBITDA: ₹911.22 lakhs (Previous year: ₹839.93 lakhs)
  • Net Profit: ₹274.25 lakhs (Previous year: ₹267.19 lakhs)
  • Production Volume: 3,320.86 tons (Previous year: 3,045.14 tons)
  • Capital Expenditure: ₹802.70 lakhs for plant modernization
  • UHP Project Investment: ₹2,775.58 lakhs till March 31, 2026 for ultra high purity stainless tubes with technology from WSG Co.
  • Paid-up Capital: Increased from ₹1,098.24 lakhs to ₹1,261.45 lakhs during the year
  • Dividend: No dividend declared
  • Reserves: No amount transferred to General Reserves

Capital Structure Changes

  • Redeemed 400,000 6% Non-Cumulative, Non-convertible Preference Shares of ₹100 each aggregating ₹4,00,00,000
  • Issued 267,000 equity shares to promoter group member and 962,893 equity shares to non-promoters on preferential basis
  • Issued 669,226 convertible warrants to South Korean entity (since converted into equity shares)

Director Changes

  • Shri Vishwambhar C. Saraf resigned as Non-Executive Non-Independent Director w.e.f. August 1, 2026
  • Shri Mahabir Prasad Sharma resigned as Independent Director w.e.f. June 1, 2026 due to health issues
  • Proposed appointment of Shri Ritvik Saraf and Shri Ankur S. Mehta as replacements

Corporate Governance

  • Board met 8 times during the year
  • Composition: Chairman, Managing Director, Director, and 3 Independent Directors
  • Attendance: All directors attended majority of meetings
  • Remuneration: Managing Director received ₹60.48 lakhs salary; sitting fees paid to non-executive directors

Related Party Transactions

  • Transactions with Remi Process Plant and Machinery Limited in ordinary course of business
  • Loans received from related parties: Remi Finance and Investment Pvt Ltd (₹1,652.50 lakhs), Remi Securities Ltd (₹204.00 lakhs)
  • Outstanding balances: Remi Finance and Investment Pvt Ltd (₹1,013.00 lakhs), Remi Securities Ltd (₹127.00 lakhs)

Utilization of Funds

Proceeds from preferential issues to be used for:

  • Financing capital expenditure at existing manufacturing facilities
  • Completion of UHP stainless tubes project with technology from WSG Co.
  • Deviation of +/-10% permitted as per BSE Circular dated December 13, 2022

Shareholding Pattern

  • Promoters' holding: 68.85% (86,84,491 shares)
  • Non-Promoters' holding: 31.15% (39,30,028 shares)
  • Dematerialized shares: 96.38% of total equity

Other Disclosures

  • Company has adequate internal financial controls
  • No material orders from regulators/courts impacting going concern status
  • Compliant with sexual harassment prevention laws (no complaints during year)
  • Credit rating: CARE BB+ (Stable) for long-term facilities, CARE A4+ for short-term facilities

Voting Instructions

  • Members can vote through NSDL e-Voting system
  • Detailed instructions provided for remote e-voting and joining AGM through VC/OAVM
  • Scrutinizer: Shri Kamlesh Rajoria, Practicing Company Secretary