Rasi Electrodes Ltd Directors Report

Dear Shareholder,

Your Directors have pleasure in presenting the 32nd Annual Report of your Company together with the Audited Financial Statements for the year ended 31st March 2026.

FINANCIAL RESULTS AND STATE OF COMPANYS AFFAIRS

The Financial Performance of your Company for the year ended 31st March 2026 is summarized below :

	Year Ended 31.03.2026 Rs.in Lakhs	Year Ended 31.03.2025 Rs.in Lakhs
Net sales	7201.80	8144.18
Other Income	179.15	86.92
Total (A)	7380.95	8231.10
Total Expenditure	6839.85	7772.72
Profit before interest & depreciation	541.10	458.38
I nterest & financial charges	4.52	14.08
Depreciation & amortization expense	58.14	67.51
Profit before tax	478.44	376.79
Tax expense	126.87	103.03
Net profit / loss for the period	351.57	273.76
Other Comprehensive Income (net of tax)	6.82	-5.89
Total Comprehensive I ncome for the period	358.39	267.87
Equity share capital	622.61	622.61
Other equity	3262.63	2904.23
Earnings per Equity share of Rs.2/- each.	1.15	0.86

During the year ended 31st March 2026 the overall turnover of the Company was Rs.7201.80 lakhs as against Rs 8144.18 lakhs achieved during the last year resulting decrease in T urnover to the extent of 11.57% compared to 2.84% decrease in turnover during the previous year.

During the year ended 31st March 2026 the profit before tax was Rs 478.44 lakhs (previous year Rs 376.79 lakhs) and after making a provision for tax amounting to Rs 126.87 lakhs (previous year Rs 103.03 lakhs) (including provision for deferred tax), the profit after tax was Rs 351.57 lakhs (previous year Rs 273.76 lakhs). The Profit after tax has increased by 28.42% during the year ended 31st March 2026 when compared to 14.55%o decrease during the previous year. The Financial Statements of the Company has been prepared in accordance with the requirements of Companies (Indian Accounting Standards) Rules, 2015.

Your Company has repaid all its secured debt and it is fully financed out of its own capital.

As regards the business relating to Trading in Groceries, Staples and other similar branded products, the Company has made a turnover of Rs.7.31 lakhs. The Board of Directors of the Company have reviewed the progress made so far which was not as anticipated. In view of the uncertain business environment and also in view of conservation of resources, the Board of Directors decided not to pursue the project for scaling up the same since the current business environment is considered not favourable.

TRANSFER TO RESERVES

Your Directors have not transferred any amount to the any Reserves out of the profits made during the year.

DIVIDEND

The Board of Directors have recommended dividend of Re.0.20.ps.(i.e., 10%) (previous year Nil) per equity share of Rs.2/- each fully paid up, as final dividend for the financial year ended 31st March 2026. Total Dividend Payout aggregates to Rs.62.26 lakhs.

Dividend recommendation is subject to approval of members at the ensuing 32nd Annual General Meeting (32nd AGM) and shall be subject to deduction of income tax at source, to the extent applicable. The Dividend declared at the 32nd AGM shall be paid on or before 27th October 2026. The shareholders whose names appears in the Register of members on the date of 32nd AGM as per the beneficiary position provided by the depositories as on the cut-off date on 21st September 2026 ("record date"), shall be eligible to receive the Dividend declared at the 32nd AGM.

DEPOSITS

The Company has not accepted any public deposits, as defined under Chapter V of the Companies Act, 2013, during the year under review. SHARE CAPITAL

During the year under review, the paid up capital of the Company stood at 622.61 LAKHS comprising of 311,30,500 equity shares of Rs.2 each fully paid.

There was no change in the share capital of the Company during the year.

The Company has not issued any equity shares with differential voting rights or sweat equity shares, nor any Employee Stock Option Scheme during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

A. Industry structure and developments

Your Company is a Small Scale industries registered under MSME category. Your Company is having manufacturing plants for the manufacture of Arc Welding Electrodes and Copper Coated Mild Steel (CCMS) Wire and drawn wire used for the purpose of welding by the Engineering and Fabrication industries. Your Company trades by importing rutile and Flux on a regular basis. The demand for Companys products depends upon the robustness of demand in the engineering and capital goods industries in the Country.

B. Operational Performance

The production of welding electrodes was 1985.748 MTs as against 1951.214 MTs achieved during the previous year. The production of CCMS Wire during the year ended 31st March 2026 was 4841.183 MTs as against 4684.748 MTs during the previous year. The production of Wire rod to the extent of 1031.203 MTs was also done during the year (previous year 2339.304 MTs).

During the the Financial year 2025-26, the operations of the Company was stable considering the uncertainty with which the year started which were beyond the control of the management. The overall turnover of the Company decreased by 11.57%. The decrease in turnover was due to continuing correction in the basic raw material i.e. steel rods due to cyclical factors. The raw material component in the total cost of production constitutes about 95% and hence, the turnover has the tendency to increase or reduce as per varying in steel prices. The Company deftly managed the ongoing operations with a tight control over inventory accumulation, cost reduction and cost control at all levels which has resulted in increase in operating profit and the overall net profit of the Company.

Your Company is in the process of installing a Solar Power Plant (100 KWA capacity) on a trial basis to ascertain economic and operational feasibility, and its integration with the existing line of operations. After analysing the proven operational performance, decision regarding further scale up may be considered. The estimated cost is Rs.32.63 Lakhs comprising of Plant and Equipment and other installation expenses. The installation is progressing on satisfactory basis and it is expected to commence operations in the first half of forthcoming financial year.

As regards certifications and credentials obtained there has been no further developments. The certificate issued by TUV India certifying the QMS as conforming to Quality Management System (QMS) Standard ISO 9001 for its manufacturing facility at Redhills, Chennai, remains valid. The Research Designs & Standards Organisation (RDSO) has also approved the Companys products and this approval by RDSO has enabled the Company to supply its products to Indian Railways and ICF. The Company has also obtained BIS Trade Mark for CCMS Wire. All these approvals makes the products of the Company eligible for participation in tenders from the respective manufacturing industries; be it in PSUs or Private sector thus widening the market reach for the Companys bouquet of products in the welding electrodes segment.

C. Segmentwise performance

Your company operates in the single segment i.e., manufacture and marketing of welding electrodes and as such the discussion of segment- wise performance is not applicable.

D. Risks & Concerns

Your Company is using base metals as its main raw materials which is subjected to wild price fluctuations and availability. This imparts uncertainty in margin realization on an uniform basis commensurate to increase in turnover. Besides, the Company has to lift its materials upon payment of full consideration as advance payment which also results in increased working capital requirements. These concerns remain the same.

E. Opportunities and Threats

The demand for the products of your Company during the year 2025-26 remained stable during the year. It is expected that the engineering and fabrication industry will exhibit resurgence due to Tamilnadu, Chennai and its suburbs emerging as a preferred destination for engineering goods and defence sector manufacturing.

The industrial development scenario in the State of in shift in production base of a variety of engineering and fabrication products to our regions considered favourable development for the Company and the Company is fully geared to take advantage of the developments. Tamilnadu is quite impressive. The geo-strategic developments that are taking place resulting

The emerging geo-political threats continuous un-abated without end in the reckoning. The tariff threat and its impact on the basic material prices are a cause for concern. The risk of affected trade flows and product dumping by overseas players in the domestic market needs to be vigilantly guarded by the Government of India which will have to initiate appropriate measures to protect the domestic industries especially in the MSME sector. The risk of geo-political conflicts may result in destabilizing effects on domestic industries.

Your Company is well positioned with adequate competencies in all core skills to ride the emerging threats and opportunities and convert them for the com mercial benefit of your Company.

F. Prospects and Outlook

The primary line of production is producing more of CCMS Wire products and restricting production of Arc Welding Electrodes which is reflected the productions numbers outlined above. Your Company has adequate capacity of CCMS welding wire products to cater to the changed market requirements. The Company has not increased its installed capacity during the year.

The products brand recognition in the industry circle has been remarkably maintained. It has widespread preference among industrial users and is constantly striving to aggressively promoting the same for gaining unconventional market share.

G. Internal control systems

Your company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition.

H. Human resources and industrial relations

Your Company has well qualified and experienced technical, financial and administrative staff to cater to its business requirements. The relations with the employees of the company remained cordial throughout the year.

I. Significant changes in Key Financial Ratios

The Key Financial Ratios applicable to the operations of the Company and changes thereon along with the explanation is furnished Note 23 annexed to the Financial Statements.

Disclosure of Accounting Treatment

The Company has not made any alternative treatment which is in variance with the Indian Accounting Standard. The treatment of various financial items vis-a-vis the prescribed accounting standard is disclosed Note 1,23-25, 26, annexed to Financial Statements which is self explanatory.

CREDIT RATING

The Company repaid all its long term debts and reached a debt free status. In view of this your Company has not taken any credit rating from ICRA since the same is considered as not essential.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any subsidiary, joint venture or associate companies.

DIRECTORS RESPONSIBILITY STATEMENT Your Directors state that:

i. in the preparation of the annual accounts for the year ended March 31,2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made judgements 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 profit of the Company for the year ended on that date;

iii. 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;

iv. the Directors have prepared the annual accounts on a ‘going concern basis;

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

CORPORATE GOVERNANCE

Your Company has complied with all the material requirements of Corporate Governance prescribed under Securities & Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. A report on Corpo-rate Governance as required under regulation 34(3) read along with Schedule V of the said regulation is annexed and it forms part of this report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered during the year were in the ordinary course of business and at arms length basis and are in compliance with the requirements of section 188 of the Companies Act, 2013, and Listing Regulations.

The Related Party T ransactions which was considered material as per the policy adopted by the Company and for which the Company has already obtained the members approval at the previous AGM is disclosed in the Form AOC2, as required u/s 134(3)(h) of the Companies Act, 2013, is annexed to this report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board was put up on the website of the Company as per the link furnished in the Corporate Governance Report.

Your Directors also draw attention of the members to Note 26.4 to the financial statement which sets out related party disclosures.

There are no materially significant Related Party Transactions made by the Company with its promoters, Directors, Key Managerial Personnel or other designated persons that may have a potential conflict with the interest of the Company at large.

RISK MANAGEMENT

Your Company has adequate risk management infrastructure in place capable of addressing risks faced by the company operational or internal and external. Your Company is not required to constitute a separate Risk Management Committee.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, no reportable material weakness have surfaced with regard to those internal controls in place.

BOARD AND COMMITTEES OF THE BOARD

The Board of Directors of the Company and the mandatory Committees of the Board are duly constituted as per the requirements of section 149 of the Companies Act, 2013, and SEBI (LODR) Regulations, 2015.

There were no changes during the year in the overall composition of the Board of Directors of the Company and the Committees of the Board. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Independent Directors Mr Suresh Kumar Mehta and Ms Kavita Patel have been appointed by the shareholders for an initial period of five years from 14th August 2023 to 13th August 2028 by passing a special resolution at their 29th AGM held on 29.09.2023. The Shareholders have, vide the special resolution passed by Postal Ballot and Electronic Voting on 11th May 2024, re-appointed Mrs Aashika Kumari as an Independent Director for the 2nd Term to hold office from 30th May 2024 to 29th May 2029.

The Company has in place all the KMPs required to be appointed u/s 203 of the Companies Act, 2013.

Mr B Ranjit Kumar Kothari is the Chairman of the Board of Directors. Mr B Popatlal Kothari is the Managing Director & Chief Executive Officer of the Company.

Mr Kashyap Kothari is the Chief Financial Officer and Mrs Jagruti J Jain is the Company Secretary.

APPOINTMENT AND RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION

During the year, Mr B Ranjit Kumar Kothari retired by rotation and was re-appointed at the 31st AGM held on 29.09.2026.

Your Company has not appointed any new Non-Independent or Independent Director during the year.

Your Non-Independent Director Mrs PAYAL JAIN, retires by rotation at the ensuing Annual General meeting and being eligible is offering himself for re-appointment.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming prescribed under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as prescribed u/s 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

FAMILIARISATION PROGRAMME

A familiarisation program was conducted on 13th February 2026 for the I ndependent Directors wherein the roles, rights, responsibilities of the Independent Directors, the business model of the company and the industry related developments was apprised and presented to them. All the

Directors attended the Familiarisation programme. The details of the familiarization program conducted for Independent Directors has also been uploaded at the website of the Company at the following link:

http://cmsbox.rasielectrodes.com/pdffiles/FM%20PROG%2013022026.pdf

REMUNERATION POLICY AND SELECTION OF DIRECTORS, KMPs AND EMPLOYEES

The Company has formulated Policy for selection of Directors and determining Directors independence, Remuneration Policy for Directors, etc., which has been put up on the website of the Company at the link:

http://cmsbox.rasielectrodes.com/pdffiles/02%20UPDATED%20TermsOfAppQfIndDir%2001042024.pdf

As regards remuneration policies relating to Key Managerial Personnel, the Nomination and Remuneration Committee deliberates and authorizes the same for approval by the Board as per the regulatory requirements. The Nomination Committee formulates the remuneration policy for the employees of the Company and has delegated its implementation to the Managing Director.

EMPLOYEES STOCK OPTION SCHEME

The Company has not formulated any Employees Stock Option scheme.

CODE OF CONDUCT

All the Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct approved and adopted by the Board of Directors. A declaration from the Managing Director in this regard forms part of the Corporate Governance Report.

AUDITORS & AUDITORS REPORT Statutory Audit

The report of the Statutory Auditors M/s POONAM ANKIT & ASSOCIATES., Chartered Accountants, Chennai, is annexed to this report.

The Auditors have issued an un-modified opinion on the Financial Statements audited by them for the financial year ended 31st March 2026. Your Auditors have not reported on any instances of fraud or financial irregularities u/s 143(12) of the Companies Act, 2013.

Secretarial Audit

The Board has appointed Mr Gopikrishnan Madanagopal, Practicing Company Secretary, to conduct Secretarial Audit (SA) for the financial year 2025-26, which was subsequently approved and ratified by the Shareholders, the details of which is furnished in the annexed Corporate Governance Report.

The Secretarial Audit Report for the financial year ended March 31,2026 is annexed to this report.

As regards the remarks made by the Secretarial Auditor in para 4(i) and 4(ii) of the Secretarial Audit Report for the year ended 31st March 2026, your Board would like to furnish the following explanation:

Remarks in the Secretarial Audit Report	Boards Explanation
i. Delayed filing of Shareholding Pattern for the quarter ended 30.09.2025 under regulation 31 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The filing of Shareholding Pattern FQE 30/09/ 2025 was made on 30/10/2025 instead of within the due date on 21/10/2025.	The delay was inadvertent. The Company has paid the fine amounting to Rs. 16520/- (Rupees sixteen thousand nine hundred and twenty only) imposed by the Stock Exchange BSE Ltd to settle the issue.
ii.Delayed filing of Related Party Transactions for the half year ended 30.09.2025 which was required to be filed under regulation 23(9) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The filing was made on 28.10.2025 instead of the due date on 27.10.2025.	The delay was inadvertent. The Company has paid the fine amounting to Rs.5900/- (Rupees five thousand nine hundred only) imposed by the Stock Exchange BSE Ltd to settle the issue.

Other than the above, the Secretarial Auditor has issued an un-modified opinion in his report for the year ended 31 st March 2026. Appointment of Secretarial Auditor

The Secretarial Auditor Mr Gopikrishnan Madanagopal, (FCS-2276;COP:2051), Practicing Company Secretary (PCS), Chennai, appointed, pursuant to section 24A(1)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, (Listing Regulations), by the Board of Directors and consented by the shareholders, shall be vacating office from the conclusion of the ensuing 32nd AGM. The Board of Directors recommended the appointment of Mr. S Hari Krishnan, Practicing Company Secretary, Membership No: A29583; CP No.13740; Peer Reviewer No.3100, Chennai, as Secretarial Auditor of the Company for a period of five years to hold office from the conclusion of this 32nd Annual General Meeting till the conclusion of 37th Annual General Meeting of the Company to be held in the year 2031 (i.e., for the Financial Year 1 st April, 2026 - 31 st March, 2027 to 1st April, 2030 - 31st March, 2031), on such remuneration as recommended by the Audit Committee and as may be mutually agreed between the Board of Directors of the Company and Secretarial Auditor.

Secretarial Standards

The Company has complied with applicable Secretarial Standards during the year under review.

Cost Audit

The provisions of section 148 of the Companies Act, 2013, is not applicable to the Company since the Company is not carrying on any activities specified under Table A or Table B of the Companies (Cost Record & Audit) Rules, 2014.

Internal Audit

Mr G Mahavirchand Kochar, Independent Practicing Chartered Accountant is the Internal Auditor of the Company as required under section 138 of the Companies Act, 2013. The Internal Auditor reports to the Audit Committee and the periodical reports submitted by him are reviewed by the Audit Committee and the Board. No adverse findings were reported by the Internal Auditor during the year.

DISCLOSURES

Corporate Social Responsibility (CSR)

Your Company is not falling within the financial criteria laid down under section 135(1) of the Companies Act, 2013, and as such is not under obligation constitute Corporate Social Responsibility committee and undertake CSR activities.

Audit committee

The Audit Committee comprises of two Independent Director and one Non-Independent Director and as such the composition requirements prescribed under section 177 of the Companies Act, 2013 and the SEBI (LODR) Regulations is satisfied. All the recommendations made by the Audit Committee during the year have been accepted by the Board.

Vigil Mechanism

The Company has put in place a vigil mechanism in order to facilitate Directors and Employees to report on genuine concerns. The Whistle Blower policy adopted by the Company and the Vigil Mechanism as a part of the said policy has been put up on the website of the Company at:

http://cmsbox.rasielectrodes.com/pdffiles/2%20VigilMechWhistleBlowerPolicy%2029052026.pdf Meetings of Board

During the year SIX meetings of the Board of Directors were held. The dates on which the Board meetings were held and the attendance of the Directors therein is furnished in the Corporate Governance Report.

Particulars of Loans given, Investments made, Guarantees given and securities provided.

The Company has duly complied with the requirements of Companies Act, 2013, with respect to loans given and investments made during the financial year. The loans given and investment made are within the limits prescribed u/s 186 of the Companies Act, 2013. The investments made and loans given are primarily for enhancing the returns on the surplus amount not immediately required for the business of the Company and are predominantly in bank term deposits and investments in listed companies actively traded on stock exchanges. The company has not made any strategic investments.

The particulars of Loans given, investments made and the purpose for which the loan given is proposed to be utilized by the recipient is furnished in Note:26.5 to the financial statements.

The Company has not given any guarantees and has not provided any security during the year.

Conservation of energy, technology absorption, foreign exchange earnings and outgo.

As required under the Provisions of Sec. 134(3)(m) of the Companies Act 2013, information relating to Conservation of energy, technology absorption, and foreign exchange earnings and outgo is annexed to this report.

Extract of Annual Return

The Annual Return as on 31st March 2026 in the prescribed E-Form MGT7 is available at the following weblink : http://rasielectrodes.com/investordetails.aspx?Id=FINANCIAL+ANNUAL++RESULTS +

Particulars of Employees and related disclosures

In terms of the requirements of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors wish to state that none of the employees are drawing remuneration in excess of the limits set out in the said rules.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this report.

Employees Stock Option Scheme

The Company has not formulated any Employees Stock Option scheme.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘the POSH Act).

All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has an Internal Complaints Committee (ICC) to redress complaints under the POSH Act.

The following is the summary of complaints received and disposed off during the year:

No.of Complaints filed during the year : Nil

No.of Complaints disposed off during the year : Nil

No.of Complaints pending at the end of the year : Nil

General

Your Directors do not have anything to report or disclose on the following items since there were no transaction relating to them during the year:

i. The Company does not have any subsidiary, Joint venture or associate companies and as such the Managing Director / Whole time Directors receiving any remuneration from such companies does not arise.

ii. No significant or material orders were passed by the Regulators or Courts or T ribunals which impact the going concern status and Companys operations in future.

iii. There were no material changes and commitments affecting the financial position of the company which have occurred between 31st March 2026 and the date of this report.

iv. The Board has reviewed the system in place to monitor compliance with all the applicable laws relating to Companies domain of operation and it has not come across any material non-compliance with such laws during the year.

v. The Company has not made any application and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the year or as at the end of the year.

vi. The Company has not done any valuation or availed any one time settlement of loans from Banks or Financial Institutions during the year.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the various Governmental authorities, the Companys Bankers M/s. Bank of Baroda (formerly Dena Bank), the customers, and Suppliers. Your Directors also wish to place on record the dedicated Services rendered by the employees of the Company at all levels.

By Order of the Board,

For & on behalf of the Board of Directors

B RANJIT KUMAR KOTHARI

CHAIRMAN

DIN:01560805

CHENNAI

DATED: 29th MAY 2026