Your Directors have pleasure in presenting the 32nd Annual Report, together with the Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31 March 2026.
> FINANCIAL SUMMARY AND HIGHLIGHTS
The Company's performance during the year as compared with the previous year is summarised below:
|
(INR in Lakhs)
|
|
Particulars
|
Standalone
|
Consolidated
|
| |
FY 2025-26
|
FY 2024-25
|
FY 2025-26
|
FY 2024-25
|
|
Revenue from Operations
|
9,72,236
|
7,61,823
|
9,72,236
|
7,61,823
|
|
Operating Earnings Before Interest Taxes Depreciation and Amortization (EBITDA)
|
78,381
|
48,565
|
78,381
|
48,565
|
|
Add : Share of Profit in Joint venture (net of tax)
|
0
|
0
|
532
|
209
|
|
Add: Other Income
|
5,642
|
5,111
|
5,642
|
5,111
|
|
Less: Depreciation and Amortisation Expenses
|
9,226
|
7,050
|
9,226
|
7,050
|
|
Finance Costs
|
7,526
|
5,890
|
7,526
|
5,890
|
|
Profit before exceptional item
|
67,271
|
40,736
|
67,803
|
40,945
|
|
Less: Exceptional items
|
1,901
|
-
|
1,901
|
-
|
|
Profit before tax
|
65,370
|
40,736
|
65,902
|
40,945
|
|
Less: Tax
|
16,680
|
9,784
|
16,680
|
9,784
|
|
Profit for the year
|
48,690
|
30,952
|
49,222
|
31,161
|
|
Other Comprehensive Income
|
1,099
|
6,667
|
1,319
|
6,508
|
|
Total Comprehensive Income
|
49,789
|
37,619
|
50,541
|
37,669
|
|
Previous year figures have been regrouped/re-arranged wherever necessary.
|
The Financial Year 2025-26 (FY26) stood out as a landmark period of operational resilience and high-velocity growth for RR Kabel, set against a complex and highly volatile global economic backdrop. International trade was significantly tested by escalating geopolitical tensions in the Middle East and surrounding regions, causing direct shipping challenges, including rerouted vessels, extended transit timelines, and sudden spikes in ocean freight and marine insurance costs. Concurrently, global commodity markets witnessed immense pricing volatility in key raw materials, especially copper, aluminium and PVC. Despite these global headwinds, which placed heavy pressure on industry supply chains and caused an expansion in Sales-in-Transit (SIT) inventories, RR Kabel demonstrated superior supply-chain adaptability, disciplined procurement, and proactive price-volatility management.
In contrast to the global uncertainty, the domestic Indian economy emerged as a beacon of steady structural growth, providing a highly supportive operating environment. Domestic demand remained
exceptionally robust throughout the year, driven by intensive multi-year capital expenditure programmes in public infrastructure, utility-scale power projects, and rapid industrial capacity additions. Furthermore, a sustained momentum in the residential and commercial real estate sectors, coupled with the rapid emergence of next-generation infrastructure such as high-density data centres, wind and solar energy projects, and advanced warehousing significantly amplified the reguirement for reliable, high-quality power and connectivity infrastructure.
Capitalising effectively on these secular domestic tailwinds, RR Kabel achieved record-breaking volumes and profitability. This performance was underpinned by the Company's extensive distribution network, deep brand equity, and a highly agile, diversified multi-channel strategy. By successfully balancing retail (B2C) brand premiumisation with aggressive institutional (B2B) penetration and robust international export operations, the Company crossed the monumental milestone in consolidated revenue. Delivering a consistent volume
outperformance that comfortably exceeded industry averages, the Company has firmly consolidated Its position as the third-largest player In the Indian Wires and Cables industry, setting a solid foundation for its long-term strategic ambitions.
During the financial year under review, on a standalone basis, the Company recorded its highest-ever revenue from operations of INR 9,72,236 Lakhs, representing growth of 27.62% as compared to INR 7,61,823 Lakhs in the previous financial year. The Company's Operating Earnings Before Interest, Taxes, Depreciation, and Amortisation (EBITDA) for the financial year ended 31 March 2026 stood at INR 78,381 Lakhs with an increase of 61.39% over the EBITDA of INR 48,565 Lakhs for the earlier financial year ended 31 March 2025. The Company reported a net profit of INR 48,690 Lakhs for the financial year ended 31 March 2026, higher by 57.31% compared to the net profit of INR 30,952 Lakhs in the previous financial year ended 31 March 2025.
A. Wires & Cables Segment (90% of Revenue Mix)
The Wires & Cables business remains the primary engine of growth for the Company, contributing a substantial 90% to the overall top line. During FY26, segment revenue grew by 31% to reach INR 8,76,374 Lakhs, compared to INR 6,68,876 Lakhs in FY25. This top-line expansion was backed by exceptional volume outperformance, with double-digit volumes growth for the year to consistently outpace industry benchmarks. In Q4 FY26 alone, the segment clocked an 8.7% volume growth, driven primarily by high-teens expansion in the cables category. This strong operational volume also led to excellent bottom-line traction as segment profit surged by 56.2% to INR 77,562 Lakhs (up from INR 49,648 Lakhs in FY25). This corresponds to a 143 bps margin expansion to 8.9%, unlocked through scale benefits, a premium product mix, and proactive passthrough of raw material price volatility. Furthermore, the segment demonstrated remarkable export resilience; despite geopolitical headwinds in the Middle East, exports represented 29% of total W&C sales and registered an impressive 38.1% YoY value growth in Q4. The Middle East remains a core geographical focus for international operations, contributing approximately 40% of total export revenues, which translates to roughly 12% of the Company's consolidated revenues.
B. Fast Moving Electrical Goods (FMEG) Segment (10% of Revenue Mix)
The Fast-Moving Electrical Goods (FMEG) segment, representing 10% of the revenue mix, registered a year of selective, steady progress as the Company prioritised
distribution integration and rigorous loss minimisation. FMEG operations generated INR 95,862 Lakhs in revenues during FY26, reflecting steady growth compared to the INR 92,959 Lakhs recorded in FY25. Crucially, targeted operational efficiency initiatives succeeded in substantially narrowing the segment losses by 28% to INR 3,303 Lakhs in FY26, down from INR 4,591 Lakhs in the previous financial year. Looking ahead, backed by robust seasonal demand traction in core categories like fans and lighting along with continuous distribution expansion, the Company is confidently on track to achieve FMEG break-even in FY27 with projected top-line value growth in the range of 20% to 25%.
The operations and financial results of the Company are further elaborated in the Management Discussion and Analysis Report forming part of the Annual Report.
> TRANSFER TO RESERVE
The Board of Directors does not propose to transfer any amounts to the reserves for the financial year ended 31 March 2026.
> TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, no funds were required to be transferred to the Investor Education and Protection Fund.
> DIVIDEND
Your Directors are pleased to inform you that, during the year under review, the Board declared and paid an Interim Dividend of INR 4 per Equity Share (i.e.@80%) of INR 5 each to all the Members whose names appeared in the Register of Members as on the record date, i.e., 7 November 2025. The total cash outflow on account of payment of Interim Dividend was INR 4,523.51 Lakhs.
The Board of Directors at its meeting held on 30 April 2026, have recommended a Final Dividend of INR 5.50 per Equity Share (i.e.@110%) of INR 5 each for the financial year ended on 31 March 2026, subject to the approval of Members of the Company at the ensuing Annual General Meeting ("AGM"). The total cash outflow on account of payment of Final Dividend, if declared, would be approximately INR 6,221 Lakhs out of net profit for the year ended 31 March 2026. The Members whose names appear as Beneficial Owners as at the end of the business hours on Tuesday, 16 June 2026 (Record Date) will be eligible for receipt of final dividend. The necessary resolution in this regard
has been proposed for the approval of the Members at the ensuing AGM.
Dividend income is taxable in the hands of the Members and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at the prescribed rate as per the Income-tax Act, 2025 and accordingly payment of dividend will be made after deduction of TDS as applicable.
The Dividend recommendation is in line with the Dividend Distribution Policy of the Company, which is available on the Company's website and can be accessed through https://www.rrkabel.com/policies.
> SHARE CAPITAL
? Authorised Capital
The Authorised Capital of the Company is INR 4,75,18,59,436.20 divided into 12,00,00,000 Equity Shares of INR 5 each and 38,43,140 Preference Shares of INR 1,080.33 each.
? Issued, Subscribed and Paid-up Capital
During the year under review, the Company has issued and allotted 32,604 Equity Shares of INR 5 each, pursuant to the RR Kabel Employee Stock Option Plan 2020. The shares so allotted rank pari passu with the existing Equity Shares of the Company. Consequently, the paid-up capital of the Company increased, during the year, from INR 56,53,64,505 which comprises of 11,30,72,901 Equity Shares of INR 5 each to INR 56,55,27,525 which comprises of 11,31,05,505 Equity Shares of INR 5 each.
> SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
The Company does not have a subsidiary or associate, and hence there are no disclosures to be provided in this regard.
The Company is a 35% partner in a joint venture entity in Bangladesh under the name RR-Imperial Electricals Limited ("RR Imperial").
The Company's investment in RR Imperial is reported as a non-Current investment and is stated at cost. As per the requirements of the Companies Act, 2013 ("the Act") and IndAS - 27 (Standard on Consolidated Financial Statements) read with IndAS - 21 (Standard on Financial Reporting of Interests in Joint Ventures), the financial position and performance of RR Imperial is presented in the Company's Consolidated Financial
Statements for the financial year ended 31 March 2026. A statement containing salient features of RR Imperial in the prescribed Form AOC 1 pursuant to Section 129(3) of the Act and rules made thereunder is set out in the Consolidated Financial Statements for the financial year under review.
Pursuant to Section 136 of the Act, the Audited Standalone and Consolidated Financial Statements forming part of the Annual Report are available on the Company's website at https://www.rrkabel.com/ reports/. The copies of Audited Standalone and Consolidated Financial Statements are also available for inspection by Members or for obtaining a copy thereof on request to be made on investorrelations. rrkl@rrglobal.com.
> CREDIT RATING OF THE COMPANY
India Ratings and Research (Ind-Ra) has affirmed Company's (RRKL) Fund-based working capital limits at 'IND AA-' Rating and Non-Fund-based working capital limits at 'IND A1 ' Rating. The outlook for both facilities is "Stable".
> CHANGE IN THE NATURE OF BUSINESS
During the year under review, there was no change in the nature of business of the Company.
> MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.
> DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)
? Composition
During the year under review, the Board of the Company comprised of 7 (seven) Directors, including a Non-Executive, Independent Chairman (from 1 June 2025). Out of the seven Directors, 3 (three) were Executive Directors and 4 (four) were Non-Executive Independent Directors, including 1 (one) woman Independent Director.
None of the Directors/KMPs of the Company are disqualified under any of the provisions of the Act and relevant Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations").
? Declaration by Independent Directors
Pursuant to the provisions of Section 149 of the Act, each Independent Director has submitted declaration confirming that they meet the criteria of independence as provided in Section 149(6) of the Act and the rules framed thereunder read with Regulation 16(1)(b) of the SEBI Listing Regulations. Further, during the financial year ended 31 March 2026, there has been no change in the circumstances affecting their status as Independent Directors of the Company.
? Directors retiring by rotation
As per the provisions of Section 152(6) of the Act, not less than two-third of the total number of Directors, excluding Independent Directors, are liable to retire by rotation and one-third of such Directors are required to retire at each AGM. In accordance with these provisions, Shri Mahhesh Kabra will retire by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment. A resolution seeking Members approval for his re-appointment forms part of the Notice convening 32nd AGM. Information required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on general meetings is provided separately by way of annexure to the Notice convening the 32nd AGM of the Company.
? Changes in Directors and Key Managerial Personnel (KMPs) during the year ended 31 March 2026
In line with the Company's succession planning, during the year under review, Shri Tribhuvanprasad Kabra (DIN:00091375) tendered his resignation from the position of Executive Chairman and as a Director of the Company effective from the closure of business hours on 31 May 2025. Shri Ramesh D. Chandak (DIN:00026581), NonExecutive Independent Director of the Company, was appointed as the Non-Executive Chairman of the Board w.e.f. 1 June 2025. Also, Shri Shreegopal Kabra (DIN:00140598) tendered his resignation from the position as the Managing Director and as a Director of the Company effective from the closure of business hours on 31 May 2025. Shri Mahendrakumar Kabra (DIN:00473310), Joint Managing Director of the Company, took on the role of Managing Director of the Company w.e.f. 1 June 2025.
The Board also approved the induction of the next generation of leadership pursuant to which Shri Mahhesh Kabra (DIN:00137796) and Shri Rajesh Kabra (DIN:05300677) were appointed as Additional Directors to hold the office as Wholetime Directors designated as Executive Directors w.e.f. 1 June 2025.
The requisite approvals from the Members for the above-mentioned changes were obtained at the last AGM.
During the year under review, the Company also effected certain changes in its Key Managerial Personnel. Shri Rajesh Babu Jain was elevated from Chief Financial Officer to Chief Operating Officer - W&C Business (classified as Senior Management Personnel) w.e.f. 1 November 2025. Consequently, he ceased to be the Chief Financial Officer of the Company with effect from the close of business hours on 31 October 2025. Shri Jigar Mehta was elevated and appointed as the Chief Financial Officer, designated as Key Managerial Personnel, of the Company w.e.f. 1 November
2025.
? Changes in Directors and Key Managerial Personnel (KMPs) after 31 March 2026
Considering the enhanced leadership responsibilities undertaken and the significant contributions made by Shri Mahhesh Kabra and Shri Rajesh Kabra towards the overall management, strategic direction, and growth of the Company, and based on the recommendation of the Nomination and Remuneration Committee ("NRC") and subject to the approval of the Members, the Board of Directors, at its meeting held on 30 May
2026, approved the change in designations of Shri Mahhesh Kabra and Shri Rajesh Kabra from Whole-time Directors, currently designated as Executive Directors, to Joint Managing Directors of the Company with effect from 1 June 2026, for the remainder of their respective existing terms of office, i.e., up to 31 May 2030. The appointment of Shri Mahhesh Kabra and Shri Rajesh Kabra as Joint Managing Directors will act as a catalyst for the overall strategic growth of the Company by shared workload and focused leadership. Shri Mahhesh Kabra and Shri Rajesh Kabra will be Key Managerial Personnel under Section 203 of the Act. The relevant resolutions seeking approval of the Members are included in the Notice of the AGM.
? Remuneration of Directors
The Board, based on the recommendation of the NRC and subject to the approval of the Members, has approved revision in the remuneration of all the Executive Directors with effect from 1 April 2026. Also, pursuant to the Regulation 17(6) (ca) of the SEBI Listing Regulations, annual approval of the shareholders is required for payment of remuneration to the Chairman, who is a Non-Executive Independent Director, as the same shall exceed fifty per cent of the total annual remuneration payable to all the NonExecutive Directors. The requisite resolutions seeking shareholders’ approval in regard to the aforementioned matters have been included in the Notice convening the 32nd AGM of the Company.
The brief details of Shri Ramesh D. Chandak and Shri Mahendrakumar Kabra pertaining to their remuneration, while the details of Shri Mahhesh Kabra and Shri Rajesh Kabra pertaining to their remuneration and change in designations are provided in the annexure to the Notice convening the ensuing AGM pursuant to the provisions of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards on General Meetings.
? Familiarisation Programme
In compliance with the requirements of Listing Regulations, the Company has in place a frame work for Directors’ familiarisation programmes to familiarise the Independent Directors with their roles, rights and responsibilities, strategy planning, manufacturing process, factory visit, Amendments in law and Company’s codes and policies. Details of the familiarisation programmes are provided in the Corporate Governance Report forming part of this Annual Report. The Policy for Familiarisation Programmes for Independent Directors is available on the Company’s website and can be accessed through https://www. rrkabel.com/policies.
? Annual Compliance Affirmation
Pursuant to the requirements of Regulation 26(3) of the SEBI Listing Regulations, all members of the Board of Directors and Senior Management Personnel have affirmed compliance with the code of conduct for the Board of Directors and Senior Management Personnel.
> BOARD MEETINGS HELD DURING THE YEAR
During the financial year 2025-26, 8 (eight) meetings of the Board of Directors were held on 2 May 2025, 30 May 2025, 31 July 2025, 31 October 2025, 15 December 2025, 31 January 2026, 16 March 2026 and 31 March 2026 in accordance with the provisions of the Act and rules made thereunder, applicable Secretarial Standards and Regulation 17 of the SEBI Listing Regulations. The details of the meetings and attendance thereat are furnished in the report on Corporate Governance.
> SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirements of Schedule IV of the Act, the Independent Directors of the Company met separately on 31 January 2026 and 31 March 2026 inter alia to review the matters as prescribed under Schedule IV of the Act and under Regulation 25(4) of the SEBI Listing Regulations.
> BOARD EVALUATION
In terms of provisions of Section 178 read with Schedule IV of the Act, Regulation 17(10) of the SEBI Listing Regulations and the Policy for Evaluation of the Performance of the Board of Directors, the NRC and the Board have evaluated the performance and effectiveness of the Board, its Committees and individual Directors for the FY26.
The evaluation process was conducted through the structured questionnaire and assessment framework designed to evaluate the effectiveness of the Board and its Committees as well as the contribution of individual Directors. The evaluation was based on the feedbacks received from Executive Directors, NonExecutive Directors, including Independent Directors of the Company reflecting their views on performance on the basis of various aspects, such as composition and diversity of the Board and Committees, effectiveness of the Board processes and information flow, Directors’ presence and contribution in the meetings, strategic guidance, leadership qualities, safeguarding of stakeholders’ interests, monitoring of governance practices, statutory and regulatory compliances, and the fulfilment of duties and obligations in achieving business objectives and sustainable growth of the Company.
The NRC and the Board have also monitored and reviewed the evaluation framework to ensure that the performance evaluation mechanism remains robust, transparent and aligned with the evolving governance standards and business requirements of the Company.
The Board expressed satisfaction with the overall performance of the Board, its Committees and individual Directors.
> DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Sections 134(3)(c) and 134(5) of the Act, your Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) 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 for the financial year ended 31 March 2026, 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 annual accounts for the financial year ended 31 March 2026, have been prepared on a 'Going Concern’ basis.
e) the Directors have laid down the internal financial controls followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) 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.
> COMMITTEES OF THE BOARD
The Company has duly constituted and reconstituted the following statutory Committees in terms of the provisions of the Act read with relevant rules framed thereunder and the SEBI Listing Regulations during the reporting period and up to the date of this report:
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
The composition of all the above Committees, brief terms of reference, number of meetings held during the financial year, their dates and attendance of members at each of the Committee meetings and other details have been provided in the Corporate Governance Report, which forms part of the Annual Report of the Company. There has been no instance during the year where the recommendations of the Committees were not accepted by the Board.
> VIGIL MECHANISM/WHISTLE-BLOWER POLICY
Pursuant to the requirements of Section 177(9) of the Act and the Companies (Meetings of Board and its Powers) Rules, 2014 read with Regulation 22(1) of the SEBI Listing Regulations, the Company has adopted a Vigil Mechanism Policy. The policy is available on the website of the Company and can be accessed through https://www.rrkabel.com/policies.
> CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no materially significant transactions with related parties during the financial year under review, which were in conflict with the interest of the Company. Suitable disclosure as required by the Indian Accounting Standards (Ind AS 24) has been made in the notes to the financial statement.
The Company has formulated a policy on Related Party Transactions. The policy adopted by the Board is also available on the website of the Company and can be accessed through https://www.rrkabel.com/policies.
The details in Form AOC 2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, are given as Annexure A to this report.
> CORPORATE SOCIAL RESPONSIBILITY
Your Company believes that Corporate Social Responsibility is an integral part of its business. It seeks to operate its business in a sustainable manner which would benefit the Society at large in alignment with the interest of its stakeholders. Your Company has in place Corporate Social Responsibility (CSR) Committee in compliance with the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014.
The CSR Committee of the Company inter alia gives strategic directions to the CSR initiatives, formulates and reviews annual CSR plan(s) and programmes, formulates annual budget for the CSR programmes and monitors the progress on various CSR activities.
The CSR activities and initiatives undertaken by your Company during the FY26 have been detailed in the Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as set out in Annexure B to this Report as per the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. The CSR Policy of the Company is available at https://www.rrkabel.com/policies.
> AUDITORS AND THEIR REPORT
? Statutory Auditors
M/s. B S R & Co. LLP Chartered Accountants, (Firm Registration number 101248W/W-100022) were appointed for the second term as Statutory Auditors of the Company at the AGM held on 14 September 2023, to hold office from the conclusion of 29th AGM till the conclusion of the 34th AGM to be held in the year 2028.
There were no observations or Qualifications, or remarks made by the Statutory Auditors in their report for the financial year ended 31 March 2026.
? Cost Auditors
As per the provisions of Section 148 of the Act, the Company is required to get its cost records audited by a Cost Accountant in practice.
Pursuant to the provisions of Sections 139, 141 and 148 of the Act read with rules made thereunder, the Board, upon the recommendation of the Audit Committee, has approved the appointment of M/s. Poddar & Co., Cost Accountants as the Cost Auditors of the Company, to conduct the audit of the cost records of the Company for the financial year ended 31 March 2027 and has recommend their remuneration to the Members for ratification at the ensuing AGM. M/s. Poddar & Co., Cost Accountants, have furnished a certificate of their eligibility and consent for appointment.
Maintenance of Cost Records
The Company has maintained cost records as specified by the Central Government under subsection (1) of section 148 of the Act. The records are made and maintained as applicable to the nature of the Business of the Company.
? Secretarial Auditors
In accordance with the provisions of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, Ms. Deepa Gupta conducted the secretarial audit for the financial year ended 31 March 2026. The Secretarial Audit Report issued by the Secretarial Auditor in Form MR-3 is attached as Annexure C and forms part of the Directors’ Report. There are no Qualifications or remarks made by the Secretarial Auditor in their Report.
> DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
None of the auditors of the Company have reported any frauds to the Audit Committee or to the Board of Directors as specified under Section 143(12) of the Act, including the Rules framed thereunder, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.
> COMPLIANCE WITH SECRETARIAL STANDARDS
In terms of Section 118(10) of the Act, the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government with respect to meetings of the Board of Directors and General Meetings.
> CORPORATE GOVERNANCE
In accordance with the provisions of Regulation 34 read with Schedule V(c) of the SEBI Listing Regulations, as amended from time to time, the Corporate Governance Report forms part of this Annual Report. The said report includes a certificate issued by Ms. Deepa Gupta, Practicing Company Secretary, certifying compliance with the conditions of corporate governance. It also includes a certificate from the Managing Director and Chief Financial Officer of the Company about compliance by the Company in accordance with Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations.
> MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulation 34(2)(e) of the SEBI Listing Regulations, read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis Report which is presented in a separate section forming part of the Annual Report.
> ANNUAL RETURN
The Annual Return of the Company as on 31 March 2026 is available on the Company's website and can be accessed at https://www.rrkabel.com/reports/.
> PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as Annexure D.
> CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo, as required to be disclosed under Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are appended as Annexure E to the report and forms part of this Report.
> PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposits.
> LOANS, GUARANTEES AND INVESTMENTS
During the FY26, the Company has not given any loans or provided any security or guarantees under the provisions of Section 186 of the Act. The details of investments are provided in Notes 3A, 3B and 39 of the Notes to the Standalone Financial statements for the financial year ended 31 March 2026.
> INTERNAL AUDIT
Pursuant to Section 138 of the Act, the Board of Directors, upon recommendation of the Audit Committee, has appointed M/s. PricewaterhouseCoopers Services LLP as Internal Auditors of the Company for the FY26. The
Audit Committee periodically reviews and implements the recommendations of Internal Auditors.
Adequacy of Financial Control
Your Company has effective internal control and risk-mitigation measures, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with the size, scale and complexity of its operations. The main thrust of an internal audit is to test and review controls, appraisal of risks and business processes, besides benchmark controls with best practices in the industry. The Audit Committee of the Company actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them. The Audit Committee, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.
? ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) & BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT(BRSR)
India continues to strengthen its sustainability agenda amidst a dynamic global landscape. RR Kabel remains committed to advancing its ESG strategy in alignment with national priorities on climate action, resource efficiency, and responsible growth.
The focus on resource efficiency continued through initiatives in water conservation, energy optimisation, and waste circularity, including treated water reuse, commissioning of a PNG-based furnace, deployment of energy-efficient lighting, and achieving 100% reuse of purging scrap within operations.
On the social front, the Company continued to strengthen ESG awareness and engagement across the value chain through the rollout of a supplier ESG training and evaluation programme, while reinforcing governance through regular ESG taskforce reviews and Board-level oversight. These efforts are aligned with the UN Sustainable Development Goals specifically SDG 3 (Good Health and Well-being), SDG 8 (Decent Work and Economic Growth) and SDG 13 (Climate Action).
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the BRSR on initiatives taken from an environmental, social and governance perspective, in the prescribed format is part of the Annual Report and can be accessed at https://www.rrkabel.com/reports.
> ENVIRONMENT, HEALTH AND SAFETY (EHS)
The Company continued to strengthen its Environment, Health and Safety (EHS) management systems during the year with a focus on compliance, risk mitigation, and operational safety. Safety continued to remain a core organisational priority. The Company maintained its emphasis on achieving comprehensive safety training coverage for employees and workers across all sites, while also reinforcing emergency preparedness and response mechanisms through regular awareness and preparedness initiatives. Continuous efforts were undertaken to strengthen safety culture, improve workplace practices, and enhance employee awareness on health and safety standards.
During the year, the Company made significant progress in renewable energy transition through the addition of 9.6 MW of renewable capacity, taking the Company's total installed renewable capacity to 14.57 MW. The contribution of renewable energy consumption increased to 33.01% during FY 26, as compared to 19.61% of the previous year. We also completed an assessment of the Company's exposure to the EU Carbon Border Adjustment Mechanism (CBAM) to strengthen preparedness for evolving international climate regulations.
> RISK MANAGEMENT
The Company believes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company has developed and implemented a comprehensive Risk Management Policy to ensure sustainable business growth with stability and to promote a proactive approach in identifying, assessing and mitigating risks associated with the business. The Company has constituted a Risk Management Committee in accordance with Regulation 21 of the SEBI Listing Regulations. The details of composition, meetings and terms of reference of the Committee are covered in the Corporate Governance Report annexed to this report. The detailed analysis of various internal and external risks is provided in the Management Discussion and Analysis Report which forms part of the annual report.
> I NFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place a policy for the prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("the POSH Act, 2013"). Internal committees have been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The table below provides details of complaints received/disposed during the FY26:
|
Number of complaints of sexual harassment received in the year
|
0
|
|
Number of complaints disposed off during
|
0
|
|
the year
|
|
|
No. of cases pending for more than
|
0
|
|
ninety days
|
|
> SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the regulators or courts or tribunals in favour/against the Company, impacting its going concern status and its operations in future.
> DISCLOSURES IN RELATION TO THE COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES, 2014
(a) the Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) has been furnished;
(b) the Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) has been furnished.
> EMPLOYEE STOCK OPTION PLANS
The Company has implemented RR Kabel Employee Stock Option Plan 2020 (RRKL ESOP Plan 2020) and RR Kabel Employee Stock Option Plan 2023 (RRKL ESOP Plan 2023) pursuant to the resolutions passed by the Members of the Company at their ExtraOrdinary General Meeting held on 11 April 2023 and 20 March 2023, respectively. Subsequently, the Board, at its meeting held on 30 May 2025, considered the ratification of the RRKL ESOP Plan 2023 originally approved prior to the Company's IPO, in compliance with the applicable provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("the SEBI SBEB Regulations"). The said ratification was approved by the Members at the last AGM held on 21 July 2025.
During the year under review, the Company has allotted 32,604 equity shares against the exercise of ESOPs granted and vested to the eligible employees under RRKL ESOP Plan 2020, while 14,816 time-based options granted to certain employees lapsed immediately upon their resignation, effective from their respective dates of resignation. The allotted shares have also been listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).
A certificate obtained from Ms. Deepa Gupta, Secretarial Auditor under Regulation 13 of the SEBI SBEB Regulations, confirming the implementation of RRKL ESOP Plan 2020 and RRKL ESOP Plan 2023 in accordance with the SEBI SBEB Regulations and in accordance with the resolutions passed at the ExtraOrdinary General Meeting held on 11 April 2023 and 20 March 2023, respectively and AGM held on 21 July 2025, is available on the Company’s website at vww. rrkabel.com. The said certificate will also be available for electronic inspection by the Members at the ensuing AGM.
The disclosure under Regulation 14 of the SEBI SBEB Regulations is available on Company’s website at vww. rrkabel.com.
Further, the details of the Employee Stock Option plans are provided in Note no. 47 in Notes to Standalone Financial Statements.
> APPLICATION/PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
Pursuant to rule 8(5)(xi) of the Companies (Accounts) Rules, 2014, no application has been made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016, during the period under review.
> DETAILS 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 ALONG WITH THE REASONS THEREOF UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES, 2014
The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loans from the Banks or Financial Institutions along with the reasons thereof under rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 are not applicable to the Company during the period under review.
> MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including amendments and rules framed thereunder, to the extent applicable.
> ACKNOWLEDGEMENTS
The Board places on record its gratitude for the dedicated efforts and commitment of the employees of the Company at all levels. The Board expresses sincere thanks to all its customers, business associates, channel partners, distributors, consumers, dealers, consultants, vendors, auditors, government agencies, statutory authorities, local bodies, bankers and financial institutions for their continued support and cooperation. The Board further extends its sincere thanks to all the shareholders for their trust and confidence in the management of the Company.
|