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You can view full text of the latest Director's Report for the company.

BSE: 517522ISIN: INE451D01029INDUSTRY: Steel - Tubes/Pipes

BSE   ` 467.55   Open: 459.60   Today's Range 452.55
478.00
+14.35 (+ 3.07 %) Prev Close: 453.20 52 Week Range 305.60
540.50
Year End :2026-03 

Your Directors present the 38th Annual Report on the business and operations of the Company along with the
audited standalone and consolidated financial statements for the year ended 31st March, 2026.

1. Financial Results

Particulars

Standalone Consolidated

2025-26

2024-25

2025-26

2024-25

Revenue from operations

72150

59152

115650

93525

Other income

585

192

577

167

Profit before Depreciation, interest and tax

10007

9667

14572

12863

Interest & financial charges

2397

2127

2843

2817

Profit before depreciation

7610

7540

11729

10046

Less: Depreciation

1643

1275

2820

2311

Profit before Taxation & exceptional items

5967

6265

8909

7735

Add: Exceptional Items

0

0

0

0

Profit before taxation

5967

6265

8909

7735

Less : Provision for taxation

- Current Tax

986

1146

1395

1367

- Deferred Tax

503

489

503

489

Total Tax expenses

1489

1635

1898

1856

Profit for the year

4478

4630

7011

5879

Other comprehensive income

(a) items that will not be reclassified to profit or
loss

84

(2)

84

(2)

(b) items that will be reclassified to profit or loss

3066

1776

Total other comprehensive income for the year

84

(2)

3150

1774

Total comprehensive and other comprehensive
income for the year

4562

4628

10161

7653

2. Overview of Company's Financial
Performance:

The company’s performance during Financial
Year 2025-26 on a standalone and consolidated
basis were as follows -

A. On standalone basis

The company’s standalone revenue were
Rs. 72150 Lakhs in FY 25-26 as against
Rs. 59152 Lakhs FY 24-25. The Profit before tax
for the FY 25-26 was Rs. 5967 Lakhs as against
Rs. 6265 Lakhs FY 24-25. The profit after tax
was Rs 4478 Lakhs in FY 25-26 compared to
Rs 4630 Lakhs in FY 24-25.

B. Consolidated revenues

The Company’s consolidated revenue were
Rs 115650 Lakhs in FY 25-26 compared to
Rs 93525 Lakhs in FY 24-25. The Company’s
profit after tax increased/decreased from
Rs. 5879 Lakhs in FY 24-25 to Rs. 7011 Lakhs
in FY 25-26. The EBITDA* increased/decreased
from Rs. 12767 Lakhs in FY 24-25 to Rs. 13995
Lakhs in 25-26

3. Economic scenario

The global economy remained resilient in 2025,
with GDP growth estimated at 3.2%, supported
by a strong services sector despite softer

manufacturing activity across certain regions.
Advanced economies recorded growth of 1.7%,
while emerging and developing economies
grew by 4.2%. Inflation continued to moderate,
declining from 6.1% in 2023 to 4.5% in 2024
and is projected to ease further to 3.5% in 2025.
However, renewed geopolitical developments
and rising trade protectionism, particularly in
the United States, introduced uncertainty into
the global trade outlook.

Against this backdrop, Rajratan remained

focused on strengthening its operating

platform, expanding customer engagement and
enhancing its global footprint, positioning the
Company to navigate volatility while pursuing
long-term growth opportunities.

Prospects and Outlook

Rajratan enters FY27 with a stronger

manufacturing platform and enhanced growth
visibility. The Chennai facility has successfully
ramped up operations and is progressing

towards a capacity of 60,000 TPA, while the
Thailand plant continues to operate at high
utilisation levels.

The Company’s expanding commercial presence
in the United States and Europe, coupled with a
diversified customer base and growing approval
portfolio, is expected to support higher volumes
and deeper customer integration. While raw
material volatility and geopolitical uncertainties
remain key considerations, Rajratan is well
positioned to benefit from increasing offtake,
improved operating leverage and disciplined
capital allocation. The Company remains focused
on translating its expanded manufacturing
platform into stronger profitability, healthier cash
flows and sustainable long-term value creation.

4. Dividend

The Board of Directors at their meeting held on
21st April, 2026, has recommended dividend
payment of Rs. 2/- (Rupees Two Only) per equity
share of the face value of Rs.2 (Rupee Two Only)
each as final dividend for the financial year ended
31st March, 2026. The payment of final dividend
is subject to the approval of the shareholders at
the ensuing Annual General Meeting (AGM) of
the Company. The total dividend amount for the
financial year 2025-26, including the proposed
final dividend, amounts to Rs. 1015 Lakhs.

As per the Income-tax Act, dividends paid or
distributed by the Company shall be taxable in
the hands of the Shareholders. The Company
shall, accordingly, make the payment of the final
dividend after deduction of tax at source.

Dividend Distribution Policy

In terms of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations”),
the Board of Directors of your company has
approved and adopted, the Dividend Distribution
Policy of the Company and the same is made
available on the website of the Company. The
same can be accessed on https://rajratan.co.in/
investors#invesor-Information-Section

5. Transfer to Reserves

Consequent to introduction of Companies Act
2013, the requirement of mandatory transfer
of a specified percentage of the net profit to
general reserve has been withdrawn and the
Company can optionally transfer any amount
from the surplus of profit or loss account to the
General reserves. The Company has transferred
Rs. 3000 Lacs to the General Reserve out of the
amount available for appropriation.

6. Share Capital

The paid up share capital of the company as on
31st March, 2026 is Rs. 1015 Lacs. There has been
no change in the paid up capital of the Company
during the year under review. Your company
does not hold any instruments convertible into
the equity shares of the Company.

7. Subsidiary Companies

The Company has two foreign wholly-owned
subsidiary viz. Rajratan Thai Wire Co. Ltd. and
Rajratan Wire USA Inc. There was no associate
company within the meaning of Section 2(6)
of the Companies Act, 2013("Act”). There was
no change in the nature of the business of
the subsidiaries.

Pursuant to Section 129(3) of the Act, a statement
containing salient features of the financial
statements of the Company’s subsidiaries
in Form AOC-1 is attached to the financial
statements of the company. Pursuant to section
136 of the Act, the financial statements of the
Company, consolidated financial statements
along with relevant documents and separate
audited accounts in respect of the subsidiaries,
are available on the website of the company
www.rajratan.co.in. Performance of subsidiaries
of the Company during the year, was below -

Rajratan Thai Wire Co. Limited, Thailand:

Rajratan Thai Wire Co. Limited, a fully-owned
subsidiary of the Company, operates its
manufacturing facility in Ratchaburi, Thailand,
specializing in bead wire production. During the

reviewed year, it witnessed a notable increase in
sales volume, increasing by 2068 MT to reach
44279 MT, compared to the previous year's
figure of 42211 MT. Net revenues reduced by
THB 147.32 lakhs to reach THB 14063.94 lakhs,
in contrast to THB 14211.94 Lakhs recorded in
the previous year. Profit after tax, which stood
at THB 454.93 Lakhs compared to THB 714.08
Lakhs in the previous year.

Rajratan Wire USA Inc., USA:

Rajratan Wire USA Inc., a wholly-owned subsidiary
of the Company, continues to strengthen its
presence in the American market. The subsidiary
is primarily engaged in the import and sale of
wires in the United States and also plays a vital
role in the marketing and promotion of products
manufactured by the Holding Company. This
strategic presence supports the Company’s
global outreach and enhances customer
engagement in a key international market.
During the year under review, the subsidiary
reported a turnover of Rs. 9,971 lakhs and a net
profit of Rs. 149 lakhs.

8. Directors' responsibility statement

Pursuant to Section 134(5) of the Companies
Act, 2013, the board of directors, to the best of
their knowledge and ability, confirm that:

a) in the preparation of the annual accounts,
the applicable accounting standards
have been followed and there are no
material departures;

b) they have 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 at the end of the financial
year and of the profit of the Company for
that period;

c) they 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) they have prepared the annual accounts on
a going concern basis;

e) they have laid down internal financial
controls to be followed by the Company
and such internal financial controls are
adequate and operating effectively;

f) They have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

9. Deposits:

The Company has not accepted any fixed deposit
from the public during the financial year ended
31st March, 2026 within the meaning of section
73 and 74 of the Companies Act, 2013 read with
the relevant rules.

10. Listing:

The shares of the Company are listed on the
Bombay Stock Exchange Limited and National
Stock Exchange of India Limited, and the
Company is regular in payment of the listing
fees. There was no suspension of trading during
the year under review.

11. Conservation of Energy, Technology
and Foreign Exchange Earnings
and outgo

The particulars as prescribed under Section
134(3)(m) of the Companies Act, 2013 read
with Companies (Accounts of Companies) Rules,
2014 are set out in an
“Annexure-I” to this report.

12. Material changes and commitments
occurred, if any, affecting the financial
position of the company, having
occurred since the end of the year and
till the date of Report

There have been no material changes and
commitments, which affect the financial
position of the company which have occurred
between the end of the financial year to which
the financial statements relate and the date of
this Report.

13. Corporate Social Responsibility

As a part of CSR initiative under the ‘Corporate
Social Responsibility’ drive, the Company
has undertaken projects mainly in the areas
education, women empowerment, health
care and plantation. The Company works
primarily through its CSR trust, the Rajratan
Foundation. The Company’s CSR policy is
available on our website, at https://rajratan.
co.in/investors#invesor-Information-Section The
annual report on our CSR activities is appended
as
‘Annexure II' to the Board’s Report.

14. Business Responsibility and
Sustainability Report

A Business Responsibility and Sustainability
Report as required under Regulation 34(2) (f)
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 has been
given in
‘Annexure-VIM’.

15. Directors and key managerial personnel

As on March 31, 2026, the composition of the
Board is in accordance with the provisions of
Section 149 of the Act and Regulation 17 of the
SEBI Listing Regulations, with an appropriate
combination ofExecutive Director, Non-Executive
Directors and Independent Directors. The list of
Directors of the Company has been disclosed as
part of the Corporate Governance Report.

Mr. Rajesh Mittal (DIN: 08483698) Independent
Director of the Company, who was appointed
for second term of five years, has ceased to be
the Independent Director of the Company w.e.f.
21st July 2025 pursuant to completion of the
term. The Board records its deepest appreciation
for contribution by Mr. Mittal in guiding and
supporting the management during his tenure
as an Independent Director of the Company over
the last so many years.

Mr. Sandeep Mahajan (DIN: 08627456) was
appointed as an Independent Director on
the Board of the Company for a first term of
up to three years with effect from 21st July,
2025 till 20th July,2028, by the Board based
on recommendation of the Nomination and
Remuneration Committee (“NRC”) of the
Company. Further, the said appointment was
approved by the Members by way of a special
resolution passed at the AGM held on 13th
August,2025.

Mr. Sanjeev Sood and Mrs. Alka Arora Misra who
completed their first terms as independent
directors of the Company were re appointed
as Independent Directors for second term,
the board considered that their continued
association of Mr. Sanjeev Sood and Mrs. Alka
Arora Misra would benefit the Company.

The terms and conditions of appointment of
Independent Directors are available on the
website of the Company at https://rajratan.co.in/
investors#invesor-Information-Section. The
Board is of the opinion that the Independent
Directors of the Company possess requisite
qualifications, experience, expertise (including
proficiency, as applicable) and hold highest
standards of integrity.

In accordance with the provisions of Section 152
and other applicable provisions, if any, of the Act

and the Articles of Association of the Company,
Mr. Yashovardhan Chordia (DIN: 08488886), is
liable to retire by rotation at the ensuing AGM
and being eligible has offered himself for re¬
appointment. The necessary resolution for re¬
appointment of Mr. Yashovardhan Chordia forms
part of the Notice convening the Annual General
Meeting (‘AGM’) scheduled to be held on 24th
July 2026.

All Independent Directors have submitted
the declaration of independence, pursuant
to the provisions of Section 149(7) of the
Act and Regulation 25(8) of the SEBI Listing
Regulations, stating that they meet the criteria
of independence as provided in Section 149(6)
of the Act and Regulations 16(1)(b) of the SEBI
Listing Regulations and they are not aware of
any circumstance or situation, which exist or may
be reasonably anticipated, that could impair or
impact his/ her ability to discharge his/her duties
with an objective independent judgment and
without any external influence.a

The Company has familiarized the Independent
Directors with the Company, their roles and
responsibility in the Company, nature of industry
in which the Company operates, business
model of the Company, etc. The specific
details of trainings are covered in the Business
Responsibility & Sustainability Report (“BRSR”)
forming part of the Report.

In terms of Section 203 of Companies Act,
2013 Mr. Sunil Chordia, Mr. Hitesh Jain and
Mr. Shubham Jain are key managerial personnels
of the Company. During the year under review,
there were no other changes to the Key
Managerial Personnel of the Company.

16. Number of meetings of the board

Four meetings of the Board were held during the
year. The details of the meetings of the Board of
Directors and its committees, convened during
the financial year 2025-26 are given in the
Corporate Governance Report, which forms part
of this Annual Report.

17. Board evaluation

In compliance with the Companies Act, 2013 and
Regulation 17(10) of SEBI (Listing Obligations
and Disclosure Requirements), Regulations,
2015, the performance evaluation of the
Independent Directors was carried out during
the year under review. More details on the same
are given in the Corporate Governance Report.

The performance of the Board was evaluated
after seeking inputs from all the directors
on the basis of the criteria such as the Board
composition and structure, effectiveness of
board processes, information and functioning,
etc. The performance of the committees was
evaluated by the board after seeking inputs from
the committee members on the basis of the
criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration
Committee (“NRC”) reviewed the performance
of the individual directors on the basis of the
criteria such as the contribution of the individual
director to the Board and committee meetings
like preparedness on the issues to be discussed,
meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman
was also evaluated on the key aspects of his role.

In a separate meeting of independent
Directors, performance of non-independent
directors, performance of the Board as a whole
was evaluated.

18. Board Committees

Your Company has in place the Committee(s) as
mandated under the provisions of the Companies
Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
There are currently five committees of the
Board, namely:

Ý Audit Committee

Ý Nomination & Remuneration Committee

Ý Stakeholders’ Relationship Committee

Ý Corporate Social Responsibility Committee

Ý Risk Management Committee

Details of the Committees along with their
composition and meetings held during the
year, are provided in the Corporate Governance
Report, which forms part of this report.

19. Policy on directors' appointment and
remuneration and other details

The Company has in place policy for directors’
appointment and remuneration and other
matters provided in Section 178(3) of the Act
which is available on the website of the company
at https://rajratan.co.in/investors#invesor-

Information-Section

20. Managerial Remuneration and
particulars of employees

Pursuant to Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 a disclosure on

remuneration related information of employees,
Key Managerial Personnel and directors is
annexed herewith and forming part of the report
as
“Annexure-IM.” The Chairman and Managing
Director of your Company does not receive
remuneration from any of the subsidiary of
your Company.

21. Transactions with related parties

During the Financial Year 2025-26, all contracts/
arrangements/transactions entered into by your
Company with related parties under Section
188(1) of the Act were in the ordinary course
of business and at arm’s length basis. During
the Financial Year 2025-26, your Company has
not entered into any contracts/arrangements/
transactions with related parties which could
be considered ‘material’. Thus, there are no
transactions required to be reported in form
AOC-2. The Board has taken on record all
transaction with related parties.

Further, during Financial Year 2025-26, there
were no materially significant related party
transactions made by your Company with the
Promoters, Directors, Key Managerial Personnel
or other designated persons, which might have
potential conflict with the interest of the Company
at large. All related party transactions are placed
before the Audit Committee and approved
through the Omnibus mode in accordance with
the provisions of the Companies Act, 2013 and
Listing Regulations. The policy on Related Party
Transactions is uploaded on the Company’s
website https://rajratan.co.in/investors#invesor-
Information-Section

The details of RPTs during FY 2025-26 are
provided in the accompanying financial
statements. During the FY 2025-26, the Non¬
Executive Directors of the Company had no
pecuniary relationship or transactions with the
Company other than sitting fees, commission
and reimbursement of expenses, as applicable.

22. Annual return

The Annual Return of the Company as on 31st
March, 2026 in Form MGT - 7 in accordance with
Section 92(3) of the Act read with the Companies
(Management and Administration) Rules, 2014,
is available on the website of the Company
at https://rajratan.co.in/investors#invesor-

Information-Section

23. Loans, Guarantees and Investment

Details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of
the Companies Act, 2013 are given in the notes
to the Financial Statements.

24. Auditors:

a. Statutory Auditors:

Pursuant to the provisions of Section 139(2)
of the Act and the rules made thereunder, the
members at their 34th Annual General Meeting
(AGM) of your Company held on 21st June,2022,
approved the appointment of Fadnis & Gupte
LLP, Chartered Accountants, Indore (Firm
Registration No. 006600C/C400324) as the
Statutory Auditors of your Company, for a term of
five consecutive years from the conclusion of 34th
Annual General Meeting up to the conclusion of
the 39th Annual General Meeting.

The Auditors’ Report to the Members for the
year under review is unmodified. The notes to
the accounts referred to in the Auditors’ Report
are self-explanatory and therefore do not call for
any further clarifications under Section 134(3)
(f) of the Act. Further, there was no fraud in
the Company, which was required to report
by Statutory Auditors of the Company under
sub-section (12) of Section 143 of Companies
Act, 2013.

b. Secretarial Auditors:

Pursuant to the provisions of Regulation 24A
of the SEBI Listing Regulations, the Members
at their AGM held on 13th August, 2025, had
appointed M/s. Palash Jain & Company, Company
Secretaries (Firm Registration Number: F12269
as the Secretarial Auditor of the Company for
a term of five years, i.e., from FY2025-26 up
to FY2029-30. The Secretarial Auditor has
confirmed that they have subjected themselves
to Peer Review process by the Institute of
Company Secretaries of India (“ICSI”) and hold
valid certificate issued by the Peer Review Board
of ICSI.

The Secretarial Audit Report for the year
under review confirming compliance by the
Company with the Act (including circulars
issued thereunder) and applicable regulations
and circulars / guidelines / directions issued by
SEBI is appended as
Annexure ? to the Board’s
Report. There is no adverse remark, qualification,
reservation or disclaimer in the Secretarial
Audit Report.

c. Cost Auditors:

As per the requirement of Section 148 of the
Companies Act, 2013 read with the Companies
(Cost Records and Audit), Amendment Rules
2014, your Company is required to get its cost
accounting records audited by a Cost Auditor.

Further the Board of Directors on the
recommendation of Audit Committee, has

appointed M/s Dhananjay V. Joshi & Associates,
Cost and Management Accountants (Firm
Registration No. 000030), Practicing Cost
Accountants to conduct the audit of the cost
accounting records of the Company for Financial
year 2026-27. As required under the Companies
Act, 2013 resolution seeking members approval
for the remuneration payable to Cost Auditor
form part of the notice convening the AGM for
their ratification. The Cost Audit Report of the
Company for the financial year ended 31st March,
2025, was filed with the Ministry of Corporate
Affairs, New Delhi.

d. Internal Auditor

The Company has appointed M/s Mehta Garg
& Dhanuka, Chartered Accountants (Firm
Registration No 019648C) as Internal Auditors
to conduct internal audit of the function and
activities of the Company. The Audit Committee
of the Board of Directors in consultation with
the Internal Auditors, formulate the scope,
functioning, periodicity and methodology for
conducting the internal audit.

25. Internal Control System and their
Adequacy, Internal Financial Controls

Your Company’s internal control system is
commensurate with its scale of operations
designed to effectively control the operations. The
internal control systems are designed to ensure
that the financial and other records are reliable
for the preparation of financial statements and
for maintaining assets. Independent Internal
Auditors conduct audit covering a wide range
of operational matters and ensure compliance
with specified standards. Planned periodic
reviews are carried out by Internal Audit. The
findings of Internal Audit are reviewed by the
top management and by the Audit Committee
of the Board of Directors. The Audit Committee
reviews the adequacy and effectiveness of
internal control systems and suggests ways of
further strengthening them, from time to time.

As per Section 134(5) (e) of the Companies
Act 2013, the Directors have an overall
responsibility for ensuring that the Company
has implemented robust system and framework
of Internal Financial Controls. This provides the
Directors with reasonable assurance regarding
the adequacy and operating effectiveness of
controls with regards to reporting, operational
and compliance risks. The Company has devised
appropriate systems and framework including
proper delegation of authority, policies and
procedures, effective IT systems aligned to
business requirements, risk based internal

audits, risk management framework and whistle
blower mechanism.

26. Risk management

The company has laid down a well-defined
risk management mechanism covering the
risk mapping and trend analysis, risk exposure,
potential impact and risk mitigation process. A
detailed exercise is being carried out to identify,
evaluate, manage and monitor and non-business
risks. The Audit Committee and the Board
periodically review the risks and suggest steps to
be taken to manage/ mitigate the same through
a properly defined framework. During the year, a
risk analysis and assessment was conducted and
no major risks were noticed, which may threaten
the existence of the company.

27. Disclosure requirements

a) Corporate Governance:

Your Company is committed to maintain the
highest standards of Corporate Governance.
Your Directors adhere to the stipulations set out
in the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

A separate report of the Board of Directors of
the Company on Corporate Governance is an
integral part of the Annual Report and included
as
Annexure ‘V’ and the Certificate from M/s
Fadnis & Gupte LLP, Chartered Accountants,
Indore (ICAI Firm Registration No. 021781C),
Statutory Auditors of the Company, confirming
compliance with the requirements of Corporate
Governance as stipulated in Regulation 34 read
with Schedule V of SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015 is
annexed as
Annexure ‘VI.

b) Familiarization Program for

Independent Directors

Your Company has in place a Familiarization
Program for independent Directors to provide
insights into the Company’s Business to
enable them contribute significantly to its
success. The Senior Management makes
presentations periodically to familiarize the
Independent Directors with the strategy
operations and functions of the Company. The
details of the familiarization program of the
independent directors are available on the
website of the Company https://rajratan.co.in/
investors#invesor-Information-Section

c) Dematerialisation of Shares

The shares of your Company are being traded in
electronic form and the Company has established
connectivity with both the depositories i.e.

National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited
(CDSL). In view of the numerous advantages
offered by the Depository system, Members are
requested to avail the facility of dematerialization
of shares with either of the Depositories as
aforesaid. As on 31st March, 2026, 99.45% of the
share capital stands dematerialized.

d) Policy on determining material subsidiary of
the Company is available on the website of the
Company https://rajratan.co.in/investors#invesor-
Information-Section

e) Policy on dealing with related party transactions
is available on the website of the Company https://
rajratan.co.in/investors#invesor-Information-
Section

f) The Company has formulated and published
a Whistle Blower Policy to provide Vigil
Mechanism for employees including directors of
the Company to report genuine concerns. The
provisions are in line with the provisions of the
section 177(9) of the Companies Act, 2013 read
with regulation 22 of the Listing Regulations.

g) As required under section 134(q) there are no
significant and material orders passed by the
regulators or courts or tribunals impacting the
going concern status and company’s operations
in future.

h) The Board of Directors has approved a Code of
Conduct which is applicable to the Members of
the Board and all employees in the course of day
to day business operations of the company.

i) The Company has adopted a Code of Conduct
for Prevention of Insider Trading in accordance
with the requirements of the SEBI (Prohibition
of Insider Trading) Regulation, 2015 with a view
to regulate trading in securities by the Directors
and designated employees of the Company. The
Code requires pre-clearance for dealing in the
Company’s shares and prohibits the purchase
or sale of Company shares by the Directors and
the designated employees while in possession
of unpublished price sensitive information in
relation to the Company and during the period
when the Trading Window is closed. The Board is
responsible for implementation of the Code. All
Board Directors and the designated employees
have confirmed compliance with the Code.
The Insider Trading Policy of the Company
covering code of practices and procedure for
fair disclosure of unpublished price sensitive
information and code of conduct for the
prevention of insider trading is available on the
website of the Company at https://rajratan.co.in/
investors#invesor-Information-Section

j) As required by the Sexual Harassment of Women
at Work Place (Prevention, Prohibition &Redressal)
Act, 2013, the Company has formulated and
implemented a policy on prevention of sexual
harassment at the workplace with a mechanism
of lodging complaints and has formed required
committee. During the year under review, no
complaints were reported.

k) The details of the Committees of Board are
provided in the Corporate Governance Report
section of this Annual Report.

l) The details of credit ratings are disclosed in the
Corporate Governance Report, which forms part
of the Annual Report.

m) In accordance with the provisions of the Act and
Listing Regulations read with relevant accounting
standards, the consolidated audited financial
statement forms part of this Annual Report.

n) The Company has followed applicable Secretarial
Standards, issued by the Institute of Companies
Secretaries of India.

o) As required under Section 134(3)(a) of the
Act, the Annual Return is put up on the

Company’s website i.e. https://rajratan.co.in/
investors#invesor-Information-Section

28. Management Discussion and Analysis

A detailed report on Management Discussion
and Analysis is provided as a separate section in
the Annual Report.

29. Cautionary Note:

The management discussion and analysis
report containing your Company’s objectives,
projections, estimates and expectation may
constitute certain statements, which are forward
looking within the meaning of applicable
laws and regulations. The statements in this
management discussion and analysis report
could differ materially from those expressed
or implied. Important factors that could make
a difference to the Company’s operation
include raw material availability and prices,
cyclical demand and pricing in the Company’s
principal markets, changes in the governmental
regulations, tax regimes, forex markets, economic
developments within India and the countries
with which the Company conducts business and
other incidental factors.

30. ANNEXURES FORMING A PART OF DIRECTOR'S REPORT

The Annexures referred to in this Report and other information which are required to be disclosed are
annexed herewith and form a part of this Report:

Annexure

Particulars

I

Particulars of Conservation of Energy, Technology and Foreign Exchange

II

Report on Corporate Social Responsibility

III

Managerial Remuneration and Particulars of Employees

IV

Secretarial Audit Report

V

Corporate Governance Report

VI

Certificate on Corporate Governance Report

VII

AOC-1

VIII

Business Responsibility Report and Sustainability Report

31. Human Resources and Industrial Relations:

Your Company has been able to operate efficiently because of a culture of professionalism, integrity,
dedication, competence, commitments, high level of people engagement and continuous improvement
shown by its employees in all functions and areas of business. Our basic objective is to ensure that a robust
talent pipeline and a high-performance culture, centered around accountability is in place. We feel this is
critical to enable us retain our competitive edge.

During the year measures for training, development, safety of the employees and environmental awareness
received top priority of Management. The Directors wish to place on record their appreciation for the efficient
and loyal services rendered by all staff and work force of the Company, without whose wholehearted effort,
the satisfactory performance would not have been possible.

32. Appreciation:

Your Board of Directors would like to convey their sincere appreciation for the wholehearted support
and contributions made by all the employees at all levels of the Company for their hard work, solidarity,
cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business
associates, regulatory and government authorities for their continued support.

For and on behalf of the Board

Sunil Chordia Yashovardhan Chordia

Place: Indore Chairman & Managing Director CEO and Dy, Managing Director

ated: 21st April, 2026 DIN - 00144786 DIN - 08488886