The Board of Directors (the "Board") of your Company are pleased to present the 39^th Annual Report along with
the audited financial statements of your Company for the financial year ended on March 31,2026.

FINANCIAL SUMMARY AND HIGHLIGHTS:

The summarized financial performance highlights are depicted below:

SUMMARY/STATEMENT OF BUSINESS OPERATIONS/AFFAIRS

During the year under review, the Company continued its growth trajectory and delivered a strong financial
and operational performance driven by robust demand for its products, effective execution of orders and
continued focus on operational excellence. The Company remained committed to strengthening its
manufacturing capabilities, research and development, digital transformation, quality enhancement,
talent development and expansion of its domestic as well as international market presence. Its continued
emphasis on improving operational efficiencies, enhancing profitability and prudent capital allocation
contributed significantly to the overall performance during the year.

The revenue from operations (standalone) increased to Rs. 29,828.51 Lakhs during the financial year 2025¬
26 as compared to Rs. 25,365.51 Lakhs in the previous year. Consequently, the total expenditure also
increased to Rs. 24,968.93 Lakhs as against Rs. 21,240.48 Lakhs in the previous year. The Company reported
a standalone profit after tax of Rs. 4,328.13 Lakhs for the year under review as compared to Rs. 3,529.74
Lakhs in the previous financial year.

On a consolidated basis, the revenue from operations increased to Rs. 34,425.29 Lakhs as compared to Rs.
25,365.51 Lakhs in the previous year. The consolidated profit for the year stood at Rs. 4,889.58 Lakhs,
including the share of profit of Rs. 273.25 Lakhs from the Joint Venture, as against Rs. 3,811.64 Lakhs,
including the share of profit of Rs. 281.91 Lakhs from the Joint Venture, in the previous financial year.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amounts to reserves. For complete
details on movement in 'Reserves and Surplus' during the financial year ended March 31,2026, please refer
to the 'Statement of Change in Equity' included in the standalone and consolidated financial statements of
this Annual Report.

DIVIDEND

Your Directors are glad to recommend a Dividend @ Rs. 0.15 per Equity Share (i.e. 15%) on 17,86,75,293
Equity Shares of Re.1/- each fully paid up for the year ended March 31,2026 (Previous Year - Dividend @ Rs.

0.15 per Share i.e. 15%) subject to the approval of the Shareholders at the ensuing Annual General Meeting
('AGM'). The total Dividend on equity shares for FY 2025-26, if approved by the Shareholders at the ensuing
AGM, aggregating to Rs. 2,680.13 Lakhs. Further, as per Regulation 43A of the SEBI Listing Regulations, the
Board formulated a Dividend Distribution Policy which is available on Company's Website:
https://rajoo.com/codes-and-policies.html

As per the provisions of the Income-Tax Act, 2025, Dividend paid or distributed by the Company shall be
taxable in the hands of the Shareholders. Accordingly, the Company will pay the Dividend after deducting
tax at source at applicable rates. The dividend recommended is in accordance with the Company's
Dividend Distribution Policy.

SHARE CAPITAL• AUTHORISED SHARE CAPITAL:

During the Financial Year 2025-26, the authorised share capital of the Company was increased from Rs.
18,00,00,000/- (Rupees Eighteen Crores Only) divided into 18,00,00,000 (Eighteen Crores) Equity shares of
Re. 1/- (Rupee One Only) each to Rs. 20,00,00,000/- (Rupee Twenty Crores Only) divided into 20,00,00,000
(Twenty Crores) Equity shares of Re. 1/- (Rupee One Only). Consequent to aforesaid changes in authorised
share capital, the capital clause of the memorandum of association of the Company was also altered.

• PAID-UP CAPITAL:

During the year under review, your Company successfully completed a Rs. 16,000.00 Lakhs Qualified
Institutional Placement ("QIP") and issued and allotted 1,46,78,900 Equity Shares of face value Re. 1/- at Rs.
109/- per Equity Share (including premium of Rs. 108/- per Equity Share) to the qualified institutional buyers on
July 21, 2026. In view of the same, the issued, subscribed and paid-up capital of your Company were
increased from Rs. 16,39,96,393/- (16,39,96,393 Equity Shares of Re. 1 each) to Rs. 17,86,75,293/-
(17,86,75,293 Equity Shares of Re. 1 each).

Details of utilization of the funds raised by the Company pursuant to said QIP issue along with an explanation
for the variation, if any, are disclosed in the Corporate Governance Report which forms part of this Report.

PUBLIC DEPOSIT

The Company has not accepted any deposits from the public, falling within the ambit of Section 73 of the
Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the Financial Statements.

SUBSIDIARY & ASSOCIATE COMPANY

Your Company has a 49:51 Joint Venture agreement with Bausano Holdings SRL, Italy under the name of
Rajoo Bausano Extrusion Private Limited (RBEPL) to manufacture and market pipe and profile extrusion
machinery lines including for wood composite profiles in India, with a special emphasis on Africa, Gulf and
SAARC markets.

Rajoo Bausano Extrusion Private Limited is a combination of Rajoo's best in class infrastructure and Bausano's
sublime pioneering technology, availability of indigenous raw material and access to the latest technology.
Through this unique Joint Venture, customers are offered world class technological products at affordable
price levels.

Additionally, during the year, your Company has acquired 60% shareholding and voting rights in Kohli
Printing and Converting Machines Private Limited ("KPL"). Accordingly, KPL has become a Subsidiary
Company of the Company.

KPL is manufacturer of rotogravure printing presses, laminators, and converting equipment, serving 40
countries. The synergy between your Company and KPL is poised to deliver transformative value to the
flexible packaging industry and a host of other industrial applications.

The Consolidated Financial Statements of the Company along with its Associates prepared for the year
2025-26 forms part of this Annual Report.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial
statements of the Company, along with relevant documents and separate audited financial statements in
respect of subsidiaries, are available on the https://rajoo.com/financials.html.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial
statements of the Company's subsidiaries and associates in Form AOC-1 is attached to the financial
statements of the Company as Annexure - I.

Except as mentioned above, no company became or ceased to be Company's subsidiaries, joint ventures
or associate companies during the Financial Year 2025-26.

Performance overview of Kohli Printing and Converting Machines Private Limited:

For the financial year ended March 31,2026, KPL recorded healthy growth in revenue from operations. The
financial performance reflects sustained business growth despite higher costs affecting profitability.

The Revenue from Operations of Kohli (KPL) increased to Rs. 10,892.33 Lakhs during the financial year 2025¬
26 as compared to Rs. 9,615.61 Lakhs in the previous year, registering a growth of approximately 13.28%.
Total Expenditure for the year stood at Rs. 10,353.54 Lakhs, as against Rs. 8,678.62 Lakhs in the previous year,
reflecting an increase of approximately 19.30%. The Profit After Tax for the year stood at Rs. 425.46 Lakhs as

compared to Rs. 712.15 Lakhs in the previous financial year.

During the year under review, the Company continued to witness healthy growth in its business operations,
resulting in higher revenue from operations. However, profitability during the year was impacted primarily
due to an increase in operating expenses, employee benefit expenses, finance costs and depreciation.
The Company continues to focus on operational efficiency, cost optimisation, timely execution of orders
and strengthening its market presence, thereby reinforcing its long-term growth prospects and commitment
to creating sustainable value for its stakeholders.

Performance overview of Rajoo Bausano Extrusion Private Limited:

For the financial year ended March 31, 2026, REBPL maintained a stable operational and financial
performance despite a challenging business environment. The Company continued to focus on
operational efficiency, prudent cost management and sustainable business growth.

The Company's Revenue from Operations stood at Rs. 4,699.37 Lakhs during the financial year 2025-26 as
compared to Rs. 5,367.75 Lakhs in the previous year. Total Expenditure decreased to Rs. 4,042.50 Lakhs from
Rs. 4,644.06 Lakhs in the previous year, reflecting effective cost management and operational efficiencies.
The Company reported a Profit After Tax of Rs. 557.64 Lakhs as against Rs. 575.31 Lakhs in the previous
financial year.

The Company continued to maintain a healthy financial position through disciplined execution of its
business strategy and prudent resource management. REBPL remains committed to strengthening its
market position through prudent financial management, customer-centric execution and continuous
improvement in its operational processes.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Retire by Rotation

As required under the provisions of the Act, Ms. Khushboo C. Doshi, Managing Director (DIN: 00025581), and
Mr. Utsav K. Doshi (DIN: 00174486) Joint Managing Director, retires by rotation at the ensuing Annual General
Meeting, and being eligible, offers themselves for re-appointment. The Board recommends their re¬
appointment at the ensuing Annual General Meeting.

Brief profile of Ms. Khushboo C. Doshi, Managing Director (DIN: 00025581), and Mr. Utsav K. Doshi (DIN:
00174486), is annexed to the notice convening Annual General Meeting. As of March 31, 2026, your
Company's Board had ten members comprising of four Executive Non - Independent Directors, one Non¬
Executive Non-Independent Director and five Non - Executive Independent Directors. The Board has two
Woman Directors including one Non - Executive Independent Director. Further, the details of the directors of
the Company have been provided in the Corporate Governance Report annexed to Annual Report.

Independent Directors

CA Jinal H. Rupani was appointed as an Additional Independent Director by the Board, on the
recommendation of the Nomination and Remuneration Committee, with effect from April 01, 2025. The
Members of the Company vide special resolution passed through postal ballot on June 01, 2025 have
approved the appointment of Ms. Rupani as an Independent Director for a term of five consecutive years
commencing from April 01,2025 to March 31,2030. She shall not be liable to retire by rotation.

Mr. Pratik R. Kothari, who was appointed as the Independent Director by the Board with effect from February
02, 2023 relinquished his position as Non - Executive Independent Director and was appointed as Non -
Executive Non - Independent Director by the Board, on the recommendation of the Nomination and
Remuneration Committee, with effect from April 24, 2025. The Members of the Company vide special
resolution passed through postal ballot on June 01, 2025 have approved the change in designation of Mr.
Kothari from Non - Executive Independent Director to Non - Executive Non - Independent Director. He shall
now be liable to retire by rotation.

Mr. Hasmukhlal A. Manavadaria was appointed as Additional Independent Director by the Board, on the
recommendation of the Nomination and Remuneration Committee, with effect from June 17, 2025. The
Members of the Company vide special resolution passed through postal ballot on September 08, 2025
have approved the appointment of Mr. Manavadaria as an Independent Director for a term of five
consecutive years commencing from June 17, 2025 to June 16, 2030. He shall not be liable to retire by
rotation.

Mr. Laxman R. Ajagiya, Independent Director, ceased to be a Director of the Company due to completion
of his second consecutive term with effect from the close of business hours on September 24, 2025. The
board took note of the same and appreciates the contribution made by Mr. Ajagiya during his tenure with
the Company.

In place of Mr. Ajagiya, Ms. Lakshmi Ramakrishnan (DIN: 02632837) was appointed as an Additional
Independent Director by the Board, on the recommendation of the Nomination and Remuneration
Committee, with effect from September 23, 2025. The Members of the Company vide special resolution
passed through postal ballot on December 19, 2025 have approved the appointment of Ms. Ramakrishnan
as Independent Director for a term of five consecutive years commencing September 23, 2025 to
September 22, 2025. She shall not be liable to retire by rotation.

Declaration by Independent Directors

The Company has received necessary declarations from each of the Independent Directors of the
Company under Section 149 (7) of the Act and Regulation 25 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), confirming
that they meet with the criteria of independence as laid down in Section 149 (6) of the Act, along with Rules
framed thereunder and Regulation 16 (1) (b) of the SEBI Listing Regulations. The declarations also confirm
compliance with Rule 6 (3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.
Further, in terms of Regulation 25 (8) of the SEBI Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstances or situations which exist or may be reasonably
anticipated that could impair or impact their ability to discharge their duties.

Based on the declarations received from all the Independent Directors, the Board has confirmed that they
meet the criteria of independence as mentioned under Section 149 (6) of the Act and Regulation 16 (1) (b)
of SEBI Listing Regulations and that they are independent of the management.

Meeting of Independent Directors

As stipulated by the Code for Independent Directors under the Companies Act, 2013 and the SEBI Listing
Regulations, a separate meeting of Independent Directors of the Company without the presence of
Executive Directors, Non - Executive Directors and Management Representatives was held during the FY
2025-2026 to review the performance of Non - Independent Directors (including the Chairman) and the
Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of
information between the Management and the Board and it's Committees which is necessary to effectively
and reasonably perform and discharge their duties.

Familiarisation Programme for Independent Directors

The Board members are provided with necessary details, documents, reports and internal policies to enable
them to familiarize themselves with the Company's procedures and practices. The Company has a
familiarisation programme for Independent Directors with regard to their roles, rights and responsibilities in
the Company and provides details regarding the nature of industry in which Company operates the
business models of the Company etc. which aims to provide insight to the Independent Directors to
understand the business of the Company.

The details of the program for familiarization of the Independent Directors of the Company are available on

the Company's website www.rajoo.com
Directors and Office Insurance

The company has purchased directors' and officers' liability insurance for each of its directors, including
independent directors and company officers, in accordance with Regulation 25 (10) of SEBI Listing
Regulation. The Board believes that the risk covered in the insurance is sufficient.

Key Managerial Personnel and Senior Management

Pursuant to the provisions of Section 203 of the Act, changes in Key Managerial Personnel of the Company
are briefed hereunder.

Based on the recommendation of the Nomination and Remuneration Committee, Mr. Nikhil V. Gajjar was
appointed as Company Secretary and Compliance Officer of the Company with effect from April 29, 2025
and Mr. Chintan Malkan was appointed as Chief Financial Officer with effect from June 17, 2025.

After the close of financial year, Mr. Nikhil Gajjar resigned from the post of Company Secretary and
Compliance Officer with effect from April 30, 2026, due to professional reasons. In place of Mr. Gajjar, Mr.
Kevin Dhruve was appointed as the Company Secretary and Compliance Officer with effect from May 12,
2026.

Mr. Jinesh Shah was appointed as the Chief Sales Officer and Senior Management Personnel of the
Company with effect from July 12, 2025.

Composition of the Board of Directors as on March 31,2026:

1. Mr. Rajesh N. Doshi Chairman & Executive Director

2. Ms. Khushboo C. Doshi Managing Director

3. Mr. Utsav K. Doshi Joint Managing Director

4. Mr. Sunil B. Jain Executive Director

5. Mr. Pratik R. Kothari Non-Executive Director

6. Dr. Shital B. Badshah Independent Director

7. Mr. Sureshchandra G. Vaja Independent Director

8. CA Jinal H. Rupani Independent Director

9. Mr. Hasmukhlal A. Manavadaria Independent Director

10. Ms. Lakshmi Ramakrishnan Independent Director

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them,
your Directors make the following statement in terms of Section 134 (3) (c) of the Act:

i. that in the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;

ii. the directors had 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 profit of the Company for the year ended on
that date;

iii. that 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;

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

v. that 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; and

vi. that 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.

NUMBER OF MEETINGS OF THE BOARD

15 (Fifteen) Meetings of the Board were held during the year under review. For details of meetings of the
Board, please refer to the Corporate Governance Report, which is a part of this report.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the applicable provisions of the Companies Act, 2013, SEBI Listing Regulations and Governance
Guidelines, the Board has carried out an annual evaluation of its own performance, performance of the
Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time
schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from
all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from
the Committee Members. The criteria for performance evaluation of the Board included aspects such as
Board composition and structure, effectiveness of Board processes, contribution in the long term strategic
planning, etc. The criteria for performance evaluation of the Committees included aspects such as
structure and composition of Committees, effectiveness of Committee meetings, etc. The above criteria for
evaluation were based on the Guidance Note issued by Securities and Exchange Board of India.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment and remuneration and other matters provided in Section
178 (3) of the Companies Act, 2013 is made available on the Company's website www.rajoo.com

BOARD COMMITTEES

The Company is in compliance with the provisions of the Companies Act, 2013 and the SEBI Listing
Regulations with regard to constitution of the Board Committees.

Composition, terms of reference and duties and responsibilities of each of the Board Committee is based
on the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Board Committees play a
crucial role in the governance structure of the Company, and they deal with specific areas of concern for
the Company that need a closer review. The Committees operate under the direct supervision of the Board,
and Chairpersons of the respective committees report to the Board about the deliberations and decisions
taken by the Committees. The recommendations of the Committees are submitted to the Board for
approval. Minutes of proceedings of the Committee meetings are circulated to the respective Committee
members of the Board and placed before Board meeting for noting.

The Board has constituted following Committees to take informed decisions in the best interests of the
Company in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Risk Management Committee

Number of meetings held during the year under review and other related details are set out in the Corporate
Governance Report.

All the recommendations of the Committees have been accepted by the Board during the year under
review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As on March 31, 2026, the CSR Committee comprised of Ms. Khushboo C. Doshi, Managing Director as
Chairperson, Mr. Rajesh N. Doshi, Chairman & Executive Director of the Company and Dr. Shital B. Badshah,
Independent Director as members of the Committee. Subsequently, the Committee was reconstituted, and
Mr. Hasmukhlal A. Manavadaria, Independent Director was appointed as a member of the Committee in
place of Dr. Shital B. Badshah.

Detailed terms of reference of the CSR Committee are provided in the Corporate Governance Report,
which forms an integral part of this Report. Your Company has also formulated a CSR Policy, which is
available on the website of your Company at www.rajoo.com .

Further, Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility
Policy) Rules, 2014, as amended ("CSR Rules") is appended as Annexure - II and forms an integral part of this
Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year ended March 31, 2026, as stipulated
under Regulation 34 (2) (e) read with Schedule V of the SEBI Listing Regulations, is part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 (3) read with Schedule V of the SEBI Listing Regulations, the Corporate Governance
Report and the Auditor's Certificate regarding compliance of conditions of Corporate Governance are
annexed and made part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

As a responsible manufacturing enterprise, the Company remains committed to delivering high-quality,
safe and sustainable products while integrating environmental, social and governance (ESG) principles into
its business operations. The Company continues to focus on optimising the use of natural resources,
improving energy efficiency, reducing its environmental footprint and adopting sustainable manufacturing
practices.

The Company is committed to creating long-term value for all its stakeholders by promoting responsible
business conduct, supporting the well-being of the communities in which it operates and fostering an
inclusive and ethical workplace. It also continues to strengthen its governance framework and encourage
sustainable business practices across its value chain, thereby contributing to responsible growth and long¬
term sustainability.

Pursuant to Regulation 34 of the SEBI Listing Regulations read with SEBI's Master Circular dated January 30,
2026 and the applicable SEBI Circulars, your Company has reported its Environmental, Social, and
Governance (ESG) performance through the Business Responsibility and Sustainability Report (BRSR). The
BRSR outlines disclosures based on the nine principles of the National Guidelines on Responsible Business
Conduct (NGRBCs), reflecting the Company's commitment to transparency, accountability, and
sustainable industrial growth. The Business Responsibility and Sustainability Report (BRSR) is enclosed herewith
and forms an integral part of this Annual Report.

RISK MANAGEMENT

Your Company has developed and implemented a Risk Management Policy to identify, assess, monitor and
mitigate various business risks. In the opinion of the Board, during the financial year ended March 31,2026,
there were no risks which, in the opinion of the Board, may threaten the existence of the Company.

The Risk Management Committee continued to oversee the implementation and effectiveness of the
Company's risk management framework during the year. The details relating to the composition and

meetings of the Committee are provided in the Corporate Governance Report, which forms part of this
Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUECY

The details in respect of internal financial control and their adequacy are included in the Management
Discussion and Analysis, which is a part of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

At Rajoo Engineers Limited, all employees are of equal value. There is no discrimination between individuals
at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin,
sexual orientation or age.

At Rajoo Engineers Limited, every individual is expected to treat his/her colleagues with respect and dignity.
This is enshrined in values and in the Code of Ethics & Conduct of Rajoo Engineers Limited. The Direct Touch
(Whistle-Blower & Protection Policy) Policy provides a platform to all employees for reporting unethical
business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in
the system. The Policy also includes misconduct with respect to discrimination or sexual harassment.

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on
Prevention, Prohibition, and Redressal of Sexual Harassment at workplace as per the requirement of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('POSH Act') and
Rules made thereunder.

The Company has also constituted an Internal Complaints Committee (ICC) to redress complaints received
regarding sexual harassment with the objective of providing a safe working environment; all employees
(permanent, contractual, temporary, trainees) are covered under this policy. An Internal Complaints
Committee (ICC) is in place to redress complaints received regarding sexual harassment.

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

• No. of complaints received : Nil

• No. of complaints pending : Nil

• No. of complaints disposed-off : Nil

ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Act, the Annual Return of the Company as on
March 31, 2025 in Form MGT-7 is available on the website of the Company at
https://rajoo.com/financials.html and the Annual Return of the Company as on March 31, 2026 will be
made available on the website of the Company once it is filed with the MCA.

RELATED PARTY TRANSACTIONS:

The Company has a definite process of identification of related parties and transactions with related parties,
its approval and review process. The Policy on Related Party Transactions as formulated by the Audit
Committee and the Board is hosted on the Company's website at https://www.rajoo.com/codes-and-
policies.html.

As required under Regulation 23 of the SEBI Listing Regulations, the Audit Committee has defined the
material adaptation and the same has been included in the said Policy. The policy intends to ensure that
proper reporting; approval and disclosure processes are in place for all transactions between the Company
and Related Parties.

During the financial year 2025-26, all contracts, arrangements and transactions entered by the Company
with related parties during FY 2025-26 (including any material modification thereof), were in the ordinary

course of business and on an arm's length basis and were carried out with prior approval of the Audit
Committee. Omnibus approvals were also taken for unforeseen transactions which were planned and/or
repetitive in nature.

All contracts/arrangements/transactions entered by the Company during the financial year with the related
parties were in ordinary course of business and on an arm's length basis. Company had not entered into any
transactions with related parties which could be considered material in terms of Section 188 of the
Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions as required under Section
134 (3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

INSURANCE

Company has taken appropriate insurance for all the assets against foreseeable perils.

STATUTORY AUDITOR AND AUDITOR’S REPORT

In terms of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, M/s. Rushabh R.
Shah and Co., Chartered Accountants (M. No.: 607585, FRN. 156419W), were appointed as Statutory
Auditors of the Company for a term of 5 years at the 35^th Annual General Meeting held on September 24,
2022 until the conclusion of the 40^th Annual General Meeting to be held in the year 2027 on such
remuneration plus applicable taxes, and out of pocket expenses, as may be recommended by the Audit
Committee and as may be mutually agreed between the Board of Directors of the Company and the
Statutory Auditors from time to time.

The Reports given by M/s. Rushabh R. Shah and Co., Chartered Accountants (M. No.: 607585 FRN: 156419W)
on the Standalone and Consolidated Financial Statements of your Company for the financial year ended
March 31,2026 ("Financial Statements") is part of the Annual Report. The Notes on the Financial Statements
referred to in the Auditor's Report are self-explanatory and do not call for any comments. The Auditor's
Report does not contain any qualification, reservation, adverse remark or disclaimer. During the financial
year ended March 31, 2026, the Auditors have not reported any matter under Section 143 (12) of the Act,
therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Act read with the rules made thereunder and Regulation 24A of SEBI Listing
Regulation, and on the recommendation of the Audit Committee and the Board of Directors, CS Nirav D.
Vekariya, Practising Company Secretary (Mem. No. FCS: 11660 and CoP No: 17709) was appointed as the
Secretarial Auditor of your Company for the term of five (5) consecutive years by shareholders in 38^th AGM,
from the conclusion of said AGM till the conclusion of 43^rd AGM to be held in the year 2030, covering the
period from the financial year ending March 31,2026 till the financial year ending March 31,2030.

Secretarial Auditors have confirmed that they are not disqualified to be appointed as a Secretarial Auditor
and are eligible to hold office as Secretarial Auditor of your Company. The Secretarial Audit Report as given
by the Secretarial Auditor is annexed as Annexure - III and forms an integral part of this Report. The Secretarial
Audit Report is self-explanatory and does not call for any comments.

Further, the observation/s of the Secretarial Auditor in its Secretarial Audit Report and the response of the
Directors to the same are as under:

Observation 1:

It was observed that Form IEPF 2 for Resignation of Deputy Nodal Officer for the purpose of IEPF was file delay
with Additional Fees.

Response to observation 1:

The Company has taken note of the observation, in future the Board shall ensure compliance in filings as
required under the Companies Act, 2013 and rules made thereunder with Registrar of Companies.

The Company has complied with Regulation 24A of the Listing Regulations. KPL has got Secretarial Audit
carried out by Practicing Company Secretary. Copy of Secretarial Audit Report of KPL is annexed at
Annexure - IV and forms an integral part of this Report. The Secretarial Audit Report is self-explanatory and
does not call for any comments.

Further, the observation/s of the Secretarial Auditor in its Secretarial Audit Report and the response of the
Directors to the same are as under:

Observation 1:

It was observed that, various eForm DPT-3 (Return of Deposits) and eForm MGT-14 in respect of various
resolutions passed at the Annual General Meeting (AGM) and eForm MGT-14 for the resolution passed for
alteration of the Articles of Association (AOA) were filed with a delay and the applicable additional fees were
paid.

Response to observation 1:

The Company has taken note of the observation, in future the Board shall ensure compliance in filings as
required under the Companies Act, 2013 and rules made thereunder with Registrar of Companies.

Observation 2:

It was observed that, Company had issued and allotted further equity shares at a time when all the equity
shares held by the Promoters had not yet been converted into dematerialised form.

Response to observation 2:

The Company, being a subsidiary of a listed company, was required to have a minimum of seven members.
Accordingly, further equity shares were issued and allotted to meet the said requirement. At the relevant
time, dematerialisation of certain Promoter shares was under process, which have been dematerialised as
on date. The Company shall ensure due compliance in future.

While the above-mentioned instance(s) reflect minor and infrequent delay(s), the Board acknowledges
them with due seriousness. The Company remains fully committed to regulatory compliance and
transparency. The Board assures that all necessary steps have been taken to strengthen internal processes,
and every effort will be made to prevent such delays in the future.

As per SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8^th February, 2019 read with Regulation 24A of the
Listing Regulations, Annual Secretarial Compliance Report for the year ended on 31^st March, 2026 given by
CS Nirav D. Vekariya, Practising Company Secretary, Secretarial Auditors was submitted to Stock Exchanges
(BSE & NSE) within prescribed time limit.

COST AUDITORS AND COST ACCOUNTS

In terms of the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules,
2014, the Board of Directors had on the recommendation of the Audit Committee, appointed M/s Shailesh
Thaker & Associates, Cost Accountants, Ahmedabad (FRN: 101454), as the Cost Auditors, to conduct the
cost audit for the financial year ended March 31,2026.

Further, on recommendation of the Audit Committee, the Board had re-appointed M/s. Shailesh Thaker &
Associates, Cost Accountants, Ahmedabad (FRN: 101454), being eligible, as the Cost Auditors of your
Company, to conduct the Cost Audit for the financial year ending March 31,2027.

Your Company has received written consent that the appointment is in accordance with the applicable
provisions of the Act and Rules framed thereunder. The remuneration of Cost Auditors has been approved by
the Board on the recommendation of the Audit Committee. In the opinion of the Directors, considering the
limited scope of Audit, the proposed remuneration payable to the Cost Auditors would be reasonable and
fair and commensurate with the scope of work carried out by them. In terms of the Act and Rules framed
thereunder, requisite resolution for ratification of remuneration of the Cost Auditors has been set out in the
Notice of the ensuing 39th AGM of your Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the requirements of Section 197 (12) of the Act, read with Rule 5 (1), 5 (2), and 5 (3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, the
disclosures pertaining to the remuneration along with the statement containing particulars of employees as
required are given in Annexure - V and forms an integral part of this report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company has established a robust Human Resources ('HR') system that nurtures a conducive and
productive work culture. It emphasises on the freedom to express views, competitive pay structure,
performance-based reward system and growth opportunities, and internal job postings within the
organisation for career options for the employees. It has well-documented and disseminated employee-
friendly policies to enhance transparency, create a sense of teamwork and trust among employees and
align employee interests with organisational strategic goals. These policies assist in holistic HR development
and play a key role in right talent on-boarding, talent retention, and leadership development.

The Company ensures equal access to opportunities in the areas of recruitment, training and up gradation,
professional development and advancement, regardless of gender, age, racial/ethnic background,
religion or social status. The Company adheres to the Rajoo's Code of Conduct to strengthen its core values
of excellence and leadership.

SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 relating to 'Meetings of the Board of Directors' and SS-2
relating to 'General Meetings', respectively, have been duly followed by the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO1. CONSERVATION OF ENERGY

(a) Energy conservation measures taken:

The Company has intensified its efforts to enhance energy efficiency through targeted and sustained
initiatives. It has consistently focused on the absorption and adoption of the latest technologies and
innovations. To ensure optimal performance and energy conservation, all machinery and equipment are
regularly serviced, upgraded, and overhauled. These proactive maintenance practices have contributed
to a noticeable reduction in energy consumption. Additionally, periodic energy audits and inter-unit
benchmarking studies are conducted to identify opportunities for further energy savings and implement
corrective measures effectively.

(b) Steps taken by the Company for utilizing alternate sources of Energy:

As part of its long term sustainability plan, the Company has initiated various steps towards utilizing
alternate source/ renewable source of energy:

• All efforts are made to use more natural lights in offices/factory/stores premises to optimize the
consumption of energy.

• The Company along with group entities of the Company has formed a Limited Liability Partnership
"Shrutina Nexgen Solar LLP (LLPIN: ACH-3671)", which is registered with Registrar of Companies, Gujarat
on May 26, 2024. Shrutina Nexgen Solar LLP is formed by Rajoo Engineers Limited (holding 7%) along
with Promoter Group Entities viz. Shrutina Nexgen LLP (holding 74%), Essen Speciality Films Limited
(holding 18%) and Rajoo Innovation Centre LLP (holding 1%) as its Partners. The LLP is incorporated for

business purpose: To carry on the business of generating, accumulating, distributing and supplying
Solar Energy for its own use or for sale to Governments, State Electricity Boards, Intermediaries in Power
Transmission/ Distribution, Companies, Industrial Units, or to other types of users/ consumers of Energy.

(c) The capital investment on energy conservation equipment: NIL

2. TECHNOLOGY ABSORPTION

(a) Efforts made towards Technology Absorption:

The Company continues to adopt and use the latest technologies to improve the productivity and
quality of its products.

(b) Benefits derived like product improvement, cost reduction, product development or import substitution:

Due to integrated facility and infusion of new technology, the Company is in position to offer most energy
efficient products to consumers.

(c) In case of imported technology (imported during the last three years reckoned from the beginning of the
financial year):

(d) The expenditure incurred on Research and Development _{(Rs In lacs}

3. FOREIGN EXCHANGE EARNINGS AND OUTGO:

No Technology was imported for conservation of energy.

OTHER DISCLOSURES

• Material changes and commitments affecting the financial position of the Company between the
March 31,2026 and the date of this report, are appropriately covered and reported.

• There has been no change in the nature of business of the Company.

• No significant material orders have been passed by the Regulators or Courts or Tribunals which would
impact the going concern status of the Company and its future operations.

• There are no proceedings initiated/ pending against the company under the Insolvency and Bankruptcy
Code, 2016 which materially impact the business of the company.

• There were no instances where the Company required the valuation for one time settlement or while
taking the loan from the Banks or Financial institutions.

APPRECIATION:

Your directors wish to place on record their sincere appreciation for the assistance and thank all the

esteemed shareholders, bankers, business associates and vendors for their faith, trust, and confidence

reposed in your company.

The Directors also recognize and appreciate all the employees for their commitment, commendable
efforts, teamwork, professionalism, and continued contribution to the growth of the Company.

Date: 31/08/2026 For and on behalf of the Board of Directors

Place: Veraval (Shapar) Rajoo Engineers Limited

Sd/-

Rajesh N. Doshi
Chairman & Executive Director
DIN:00026140