To the Members,
Your Directors have pleasure in presenting the Annual Report of the Company for the financial year 2025-2026 together with the Audited Financial Statements showing the financial position of the Company for the financial year ended 31st March, 2026.
1. FINANCIAL HIGHLIGHTS
The Companys financial performance (standalone and consolidated) for the year ended March 31, 2026, is summarized below: Amount in Rs. Lakhs
Amount in Rs. Lakhs
| Particulars | Standalone 2025-26 | Standalone 2024-25 | Consolidated 2025-26 | Consolidated 2024-25 |
| Revenue from Operations | 19,742.39 | 13,011.00 | 19,738.25 | 13,095.89 |
| Profit before tax from continuing operations | 4,790.56 | 3,211.66 | 4,761.72 | 3,232.38 |
| Tax Expenses (Including Deferred Tax) | 1,269.03 | 821.01 | 1,270.22 | 826.39 |
| Profit after Tax | 3,521.54 | 2,390.65 | 3,491.51 | 2,405.99 |
| Profit attributable to Owners of the Company | - | - | 3,493.96 | 2,398.35 |
| Profit attributable to Non-Controlling Interest | - | - | (2.46) | 7.64 |
| Total Comprehensive Income for the year | 3,526.73 | 2,393.50 | 3,496.69 | 2,408.84 |
2. TRANSFER TO RESERVES
No amount has been transferred to the reserves during the year under review.
3. THE STATE OF THE COMPANYS AFFAIRS
During the financial year ended March 31, 2026, the Company continued to maintain a strong operational and financial performance. The Company witnessed substantial growth in revenue from operations as well as profitability during the year under review.
On a standalone basis, the Company recorded revenue from operations of Rs. 19,742.39 lakhs during the financial year 2025-26 as against Rs. 13,011.00 lakhs during the previous financial year, registering a growth of approximately 51.74%.
The Profit Before Tax from Continuing Operations increased to Rs. 4,790.56 lakhs during the year under review from Rs. 3,211.66 lakhs in the previous financial year, representing an increase of approximately 49.16%.
The Company recorded a Profit After Tax of Rs. 3,521.54 lakhs during the financial year 2025-26 as compared to Rs. 2,390.65 lakhs in the previous financial year, registering an increase of approximately 47.30%.
On a consolidated basis, the Company recorded revenue from operations of Rs. 19,738.25 lakhs during the financial year 2025-26 as against Rs. 13,095.89 lakhs in the previous financial year, representing a growth of approximately 50.72%.
The Profit Before Tax from Continuing Operations on a consolidated basis increased to Rs. 4,761.72 lakhs from Rs. 3,232.38 lakhs, representing an increase of approximately 47.31%.
The Profit After Tax on a consolidated basis stood at Rs. 3,491.51 lakhs for the financial year 2025-26 as compared to Rs. 2,405.99 lakhs in the previous financial year, representing an increase of approximately 45.12%.
The Total Comprehensive Income for the year stood at Rs. 3,526.73 lakhs on a standalone basis and Rs. 3,496.69 lakhs on a consolidated basis, as compared to Rs. 2,393.50 lakhs and Rs. 2,408.84 lakhs, respectively, in the previous financial year.
The overall performance of the Company during the year under review reflects continued growth in its operations, improved profitability and strengthening of its financial performance.
The Board of Directors remains committed to sustaining the Companys growth trajectory, enhancing operational efficiencies, strengthening its market position and creating sustainable long-term value for its stakeholders.
4. SHARE CAPITAL
As on March 31, 2026, the Authorised Share Capital of the Company stood at 50,00,00,000/- (Rupees Fifty Crore only), comprising 50,00,00,000 (Fifty Crore) Equity Shares of 1/- (Rupee One only) each.
The Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2026 stood at 24,98,00,000/- (Rupees Twenty-Four Crore Ninety-Eight Lakh only), comprising 24,98,00,000 (Twenty-Four Crore Ninety-Eight Lakh) Equity Shares of 1/- (Rupee One only) each.
During the financial year under review, the following changes have taken place in the share capital of the Company:
The Company allotted 17,84,28,571 (Seventeen Crore Eighty-Four Lakh Twenty-Eight Thousand Five Hundred Seventy-One) fully paid-up Bonus Equity Shares of face value of 1/- (Rupee One only) each, in the ratio of 5:7, i.e., 5 (Five) new fully paid-up Equity Shares of 1/- each for every 7 (Seven) existing fully paid-up Equity Shares of 1/- each held by the shareholders of the Company as on the record date, i.e., Friday, 10th April 2026. The said bonus Equity Shares were allotted after the close of the financial year under review.
Consequent to the aforesaid bonus issue, the paid-up equity share capital of the Company has, subsequent to the close of the financial year under review, stood increased to 42,82,28,571/- (Rupees Forty-Two Crore Eighty-Two Lakh Twenty-Eight Thousand Five Hundred and Seventy-One only), comprising 42,82,28,571 Equity Shares of 1/- each.
The Company has received approval from both the Stock Exchanges, namely National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"), for listing of its equity shares. Accordingly, the equity shares of the Company, which were already listed on the SME Platform (EMERGE) of NSE, have been approved for migration and admission to dealings on the Main Board of NSE and BSE Limited, with effect from July 30, 2025.
5. DIVIDEND
For the Financial Year ended March 31, 2026, the Board of Directors has recommended a dividend of 0.03/- (Rupees Three Paise only) per fully paid-up equity share of 1/- each, aggregating to 1,28,46,243.18/- (Rupees One Crore Twenty-Eight Lakh Forty-Six Thousand Two Hundred Forty-Three and Paise Eighteen only) on the paid-up equity share capital of 42,82,08,106 equity shares of Re. 1/- each.
The said dividend, if declared by the Members at the ensuing Annual General Meeting, shall be paid within 30 (thirty) days from the date of its declaration, in accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder.
In terms of Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy, is available on the Companys website and can be accessed at https://www.rmdrip.com/investors.html
6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year, Company did not undergo any change in the nature of its business.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 124 of the Act, the dividends that are unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF"). Shares on which the dividend remains unclaimed for seven consecutive years shall also be transferred to IEPF. During the financial year under review, there were no amounts required to be transferred to the Unpaid Dividend Account pursuant to Section 124 of the Companies Act, 2013.
8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Directors Report.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Board of Directors of the Company.
10. INTERNAL CONTROL SYSTEM
The Companys internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company "To be the most sustainable and competitive Company in our industry". The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee.
11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
It is your companys belief that its primary goal is to fulfil responsibility towards all its constituents i.e., shareholders, customers, government, regulatory bodies, etc. The company maintains fair and ethical practices in its dealings as part of its social responsibility. The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are applicable to the Company. The amount required to be spent by the Company during the financial year under review was Rs. 26.24 lakhs, against which the Company has spent Rs. 21.56 lakhs towards its obligation for the year under review and Rs. 4.45 lakhs towards the shortfall of the immediately preceding financial year. The unspent amount of Rs. 4.68 lakhs, which does not relate to any ongoing project, is required to be transferred to a Fund specified in Schedule VII to the Act within a period of six months from the expiry of the financial year. As the amount required to be spent does not exceed Rs. 50 lakhs, the Company is not required to constitute a Corporate Social Responsibility Committee in terms of sub-section (9) of Section 135 of the Act, and the functions of such Committee are discharged by the Board of Directors. The Annual Report on CSR activities, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Report as Annexure G.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of investments made and loans has been disclosed in the financial statements. Also the Company has not given any guarantee during the year under review. During the financial year under review, the Company made investments of Rs. 86.65 lakhs in the equity shares of Tuljai Agro Chemicals Private Limited and Rs. 10.00 lakhs in the equity shares of Brahmanand Pipes Private Limited, and granted an inter-corporate loan of Rs. 359.00 lakhs to Brahmanand Pipes Private Limited, its wholly-owned subsidiary, for its business purposes, which loan was outstanding as at 31st March, 2026. In terms of subsection (11) of Section 186 of the Act, the provisions of that Section, other than sub-section (1), do not apply to a loan made by a holding company to its wholly-owned subsidiary.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders.
The transactions are being reported in Form AOC-2 i.e. Annexure B in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Companys financial statements in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
The Related Party Transactions Policy as approved by the Board is uploaded on the Companys website at https://www.rmdrip.com/investors.html.
14. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. The disclosure required under Rule 8(5)(x)(A) of the Companies (Accounts) Rules, 2014 in respect of the financial year under review is as under: (a) number of complaints of sexual harassment received during the year - Nil; (b) number of complaints disposed of during the year - Nil; and (c) number of cases pending for more than ninety days - Nil.
15. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return 2025-2026 at https://www.rmdrip.com/investors.html
16. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year under review, Ten (10) meetings of the Board of Directors of the Company were duly convened and held in compliance with the provisions of the Companies Act, 2013 and applicable Secretarial Standards.
17. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Act, it is hereby confirmed that:
18. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
19. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure C to this report. In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.
The Nomination and Remuneration Committee of the Company has affirmed that the remuneration is as per the remuneration policy of the Company.
The policy is available on the companys website: https://www.rmdrip.com/investors.html
20. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year under review, the following changes took place in the composition of the Board of Directors of the Company:
21. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee of Directors have approved a Policy at https://www.rmdrip.com/investors.html for Selection, Appointment and Remuneration of Directors which interalia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.
22. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant SEBI Listing Regulations.
23. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization program aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner.
24. STATUTORY AUDITORS
M/s. Bilimoria Mehta & Co, Chartered Accountants, are the statutory auditors of the company. There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors in their Report on the financial statements for the period.
25. SECRETARIAL AUDITORS
CS Nuren Lodaya, Proprietor of M/s. CS Nuren Lodaya & Associates, Practising Company Secretaries, the Secretarial Auditor of the Company, has issued the Secretarial Audit Report in Form MR-3 for the financial year under review. The said Report does not contain any qualification, reservation, adverse remark or disclaimer. The observations made therein, and the Boards response thereto, are set out in the succeeding paragraph of this Report. Further, the Secretarial Audit Report issued by Secretarial Auditor annexed herewith and forms part of this report as Annexure D.
27. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS.
The Statutory Auditors Report for the financial year under review does not contain any qualifications, reservations, adverse remarks, or disclaimers requiring comments by the Board. However, the Secretarial Auditor has made certain observations, which are explained as follows:
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
SUSTAINABLE AGRICULTURAL DEVELOPMENT - WATER RESOURCE MANAGEMENT
While progressing towards sustainable agricultural development, it has been increasingly recognized that the availability of water resources remains one of the most critical challenges. Due to the uncertainty of monsoon rainfall and the growing pressure of population on existing reservoirs, water resources are depleting at a faster rate than in the past.
It is now imperative to recognize the importance of water conservation and the uncertainty surrounding its availability. The proper distribution of available water resources, along with their judicious and conservative use, has become essential for achieving sustainable development.
The solution lies in adopting innovative and advanced models that enhance water-use efficiency. In this context, micro irrigation has emerged as one of the most efficient methods, enabling controlled and precise utilization of water. Although the Government, through initiatives such as "Har Khet Ko Pani", has emphasized micro irrigation, its adoption among farmers still requires greater awareness and motivation despite ongoing central and state efforts.
MICRO IRRIGATION - A RELIEF FOR DROUGHT-PRONE AREAS
Indian agriculture is largely dependent on monsoon rainfall. In years of deficient or erratic monsoons, agricultural activities are severely impacted, resulting in farmer distress and reduced crop yields.
This impact is more severe in drought-prone regions of Maharashtra, Karnataka, Andhra Pradesh, Odisha, Gujarat, Madhya Pradesh, Rajasthan, and other states. These regions therefore present significant potential for the expansion of micro irrigation systems in India.
Micro irrigation not only conserves water but also enhances agricultural productivity, making it a vital solution for addressing water scarcity and improving farm output.
COMPANY PROFILE
R M Drip and Sprinklers Systems Limited is engaged in the design and manufacture of efficient, durable, and userfriendly irrigation systems. The Company also provides farmers with assistance in the design and installation of drip and sprinkler irrigation systems tailored to their specific requirements.
The Company has established a strong dealer network across Maharashtra, Madhya Pradesh, Gujarat, and Karnataka, and has expanded its presence into Uttar Pradesh, Bihar, and Jharkhand.
Guided by its principle, "Born to Serve the Farming Community", the Company continuously strives to enhance product quality and operational efficiency. Its workforce is trained to maintain high standards and adopt a systematic approach towards improving performance.
The Company is supported by a well-equipped testing and quality assurance facility, which ensures rigorous analysis and timely improvements. The Quality Assurance Department works closely with the manufacturing team to ensure defect-free production and dispatch. The Company remains committed to achieving zero-defect deliveries and maintaining high-quality standards across all consignments.
OUTLOOK OF THE IRRIGATION SECTOR
The irrigation sector in India offers significant growth potential, as a large portion of agriculture remains dependent on unpredictable monsoons. Strengthening irrigation infrastructure will contribute to food security, reduced monsoon dependency, improved agricultural productivity, and increased rural employment opportunities.
Given that irrigation is the largest consumer of water in the country, improving efficiency in water usage is essential. With a rapidly growing population, the demand for agricultural output continues to rise, necessitating improved productivity through innovation and technology.
In this context, micro irrigation is expected to play a crucial role in shaping the future of Indian agriculture by optimizing water usage and enhancing crop productivity.
OPPORTUNITIES
Micro irrigation systems significantly reduce water conveyance losses and ensure higher water-use efficiency through precise application.
This efficiency results in increased irrigated area and enables the cultivation of marginal and previously uncultivable land. The Company expects sustained growth supported by government subsidies under schemes such as the Pradhan Mantri Krishi Sinchai Yojana.
With over a decade of manufacturing experience and a growing customer base, the Company continues to maintain high-quality standards. However, the industry remains exposed to competitive pricing pressures and global economic fluctuations.
THREATS AND KEY RISKS
The key risks affecting the micro irrigation industry include:
Withdrawal or reduction of government subsidies
Dependence on monsoon and seasonal variability
Cyclical nature of agricultural income impacting farmers purchasing power
Intense competition from the unorganized sector
Fluctuations in raw material prices
Uneven rainfall distribution and adverse climatic conditions
Policy changes and regulatory developments
These factors may have an impact on industry growth and Company performance.
INITIATIVES
The Company continues to focus on improving product quality, adopting advanced technologies, and optimizing costs to deliver efficient and durable products to the farming community.
Key initiatives include:
Installation of modern machinery to enhance production efficiency
Continuous skill development and employee training programs
Strengthening awareness of evolving market conditions
Enhancing customer engagement and farmer outreach programs
Providing technical guidance and improved after-sales services
These initiatives aim to enhance productivity, quality, and overall operational efficiency.
FINANCIAL PERFORMANCE REVIEW (FY 2025-26)
The Companys financial performance during the year under review is summarized as follows:
a) Revenue from Operations
The Company recorded revenue from operations of 199.59 crore, as compared to 130.77 crore in the previous financial year.
b) Profit Before Tax (PBT)
The Company reported a profit before tax of 47.91 crore, as against 32.12 crore in the previous year.
c) Profit After Tax (PAT)
The Company reported a profit after tax of 35.27 crore, as compared to 23.94 crore in the previous financial year.
d) Key Financial Ratios
Pursuant to Regulation 34(2)(e) read with Schedule V Part B of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of significant changes in the key financial ratios of the Company on a standalone basis, being a change of 25% or more as compared to the immediately previous financial year, together with the explanations therefor, are given below:
| Ratio | FY 2025-26 | FY 2024-25 | % change | Explanation for change of 25% or more |
| Current Ratio | 2.97 | 3.29 | (10) | Not applicable |
| Debt Equity Ratio | 0.48 | 0.33 | 43 | The increase in ratio is primarily due to an increase in borrowings undertaken for capital expenditure and working capital requirements. |
| Debt Service Coverage Ratio | 3.51 | 9.09 | (61) | The decrease in ratio is on account of increase in EBITDA significantly during the current year. |
| Return on Equity Ratio | 0.37 | 0.42 | (10) | Not applicable |
| Inventory Turnover Ratio | 4.46 | 5.19 | (14) | Not applicable |
| Trade Receivable Turnover Ratio | 1.84 | 2.29 | (20) | Not applicable |
| Trade Payable Turnover Ratio | 6.30 | 7.21 | (13) | Not applicable |
| Net Capital Turnover Ratio | 1.72 | 1.82 | (6) | Not applicable |
| Net Profit Ratio | 0.18 | 0.18 | (3) | Not applicable |
| Return on Capital Employed | 0.30 | 0.32 | (8) | Not applicable |
e) Return on Net Worth
The Return on Net Worth of the Company stood at 0.37 for the financial year 2025-26 as against 0.42 for the immediately previous financial year. The change is attributable to the increase in the average shareholders equity of the Company consequent upon the profits earned and retained during the year, the growth in net worth having outpaced the growth in profit after tax.
f) Human Resources
The number of persons employed by the Company as on 31st March, 2026 was 127.
INTERNAL CONTROL SYSTEM
The Company has established a robust and adequate internal control system to ensure safeguarding of assets, proper maintenance of records, and reliability of operational and financial information. The internal control framework is supported by internal audits, statutory audits, and periodic reviews by senior management, the Audit Committee, and the Board of Directors.
HUMAN RESOURCES
Human resource management plays a vital role in the Companys growth and competitiveness. The Company follows structured HR practices including recruitment, training, employee engagement, and performance recognition.
The Company maintains healthy industrial relations and has undertaken various initiatives to enhance employee skills through regular training and development programs. These initiatives have contributed to improved efficiency, motivation, and organizational performance.
FUTURE PLANS
The Company recognizes working capital management as a key challenge and has formulated the following strategic plans:
Expansion into manufacturing of HDPE pipes (110 mm to 300 mm) for Jal
Jeevan Mission projects, which is expected to enhance turnover
Direct procurement of raw materials from manufacturers to reduce intermediary costs
Expansion into new geographical markets including Madhya Pradesh, Uttar Pradesh, and
Tripura
Strengthening of the marketing team to improve market penetration and outreach
CAUTIONARY STATEMENT
This report contains certain forward-looking statements based on assumptions and expectations of future events. Actual results may differ materially from those expressed or implied due to various risks and uncertainties. The Company assumes no obligation to update or revise such forward-looking statements based on subsequent developments, events, or information.
29. CORPORATE GOVERNANCE
The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under regulation 34 (3) and Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report as Annexure E. The Certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34 (3) and Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also published in this Annual Report and is annexed to the said Report on Corporate Governance.
30. VIGIL MECHANISM
The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to Mr. Mayur Bhatt, Chairperson of the Audit Committee, on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is available at the website of the Company at https://www.rmdrip.com/investors.html
31. REPORTING OF FRAUD BY AUDITORS
During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.
32. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, your Company has devised a policy containing criteria for evaluating the performance of the Executive, Non-Executive and Independent Non-Executive Directors, Key Managerial Personnel, Board and its Committees based on the recommendation of the Nomination & Remuneration Committee. Feedback was sought by way of a structured questionnaire covering various aspects of the Boards functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, and governance. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report, forming part of this Annual Report.
The Board of Directors carried out an annual evaluation of its own performance, of the Committees of the Board and of the individual directors including Independent Directors, pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations. Performance evaluation was carried out based on criteria evolved, as provided by the guidance note on board evaluation issued by Securities and Exchange Board of India, seeking inputs from the Directors individually and the Committees through a structured questionnaire which provides valuable feedback for contribution to the Board, improving Board effectiveness, maximizing strengths for further improvement. In a separate meeting of the Independent Directors, performance of the Chairman, non-independent directors and the Board was evaluated taking into account the views of the non-independent directors and the same was discussed in the Board meeting. Performance evaluation of independent directors is done by the entire Board of Directors (excluding the Directors being evaluated). The meeting details of the independent directors are provided in the Corporate Governance Report that forms part of this Report.
The Board of Directors of your Company expressed satisfaction about the transparency in terms of disclosures, maintaining higher governance standards and updating the Independent Directors on key topics impacting the Company.
33. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE REPORT.
Save as stated hereunder, there have been no material changes and commitments affecting 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. Subsequent to the close of the financial year under review, the Company allotted 17,84,28,571 fully paid-up bonus Equity Shares of Re. 1/- each in the ratio of 5:7 to the shareholders whose names appeared in the Register of Members as on the record date, i.e., Friday, 10th April 2026, consequent to which the paid-up equity share capital of the Company stands increased to Rs. 42,82,28,571/- divided into 42,82,28,571 Equity Shares of Re. 1/- each.
34. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.
During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.
35. COMMITTEES OF THE BOARD
There are currently 3 Committees of the Board, as follows:
36. OTHER DISCLOSURES
The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable. No proceedings against the Company is initiated or pending under the Insolvency and Bankruptcy Code, 2016.
The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable.
37. POLICIES
The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at https://www.rmdrip.com/investors.html The following policies, inter alia, have been adopted by the Board of Directors and are available on the website of the Company:
38. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.
39. ENHANCING SHAREHOLDER VALUE
Your company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision your Company is committed to creating and maximizing long-term value for shareholders.
40. CAUTIONARY STATEMENT
Statements in the Boards Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operation include global and domestic economic conditions affecting demand for the services rendered by the Company, availability and cost of skilled manpower and technology, developments in the agriculture and micro-irrigation sector, changes in government regulations and tax laws, economic developments within and outside the country and various other incidental factors.
41. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on 31st March, 2026, the Company has two subsidiaries, namely Tuljai Agro Chemicals Private Limited and Brahmanand Pipes Private Limited, the financial statements of which have been consolidated with those of the Company for the financial year under review. A statement containing the salient features of the financial statements of the subsidiary company(ies), together with a report on their performance and financial position, in the prescribed Form AOC-1, is annexed to this Report as Annexure F, pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014. During the year under review, consequent upon a reduction in the shareholding of the Company on 28th June, 2025, Tuljai Agro Chemicals Private Limited ceased to be a subsidiary and was reclassified as an associate of the Company; upon acquisition of a further stake on 13th October, 2025, the shareholding of the Company therein increased to 66.69% and it again became a subsidiary of the Company. Brahmanand Pipes Private Limited became a wholly-owned subsidiary of the Company with effect from 28th January, 2026. Neither of the said subsidiaries is a material subsidiary within the meaning of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of Section 136 of the Act, the audited financial statements of the subsidiary company(ies) are available on the website of the Company at https://www.rmdrip.com/investors.html and are open for inspection by the Members.
42. MAINTENANCE OF COST RECORDS
The maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company, and accordingly such accounts and records are not required to be maintained.
43. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
In terms of Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Board confirms that the Company has, during the financial year under review, complied with the provisions of the Maternity Benefit Act, 1961 to the extent applicable to it.
44. ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued cooperation extended by shareholders, employees, customers, banks, suppliers and other business associates.
| For and on behalf of R M Drip and Sprinklers Systems Limited |
| Sd/- |
| Nivrutti Pandurang Kedar |
| Non-Executive - Non-Independent Director-Chairperson |
| DIN 06980548 |
| Place: Nashik |
| Date: 02nd September 2026 |
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