#DRStart#
To
The Members
RACHIT PRINTS LIMITED
The Directors hereby present the 23 nd Annual Report on the affairs of the company together with Audited Financial Statements for the financial year ended 31st March, 2026.
1. FINANCIAL RESULTS:
(Figures in Hundred)
| PARTICULARS | Year Ended 31 st March, 2026 | Year Ended 31 st March, 2025 |
| Revenue from Operations | 53,23,994.42 | 41,70,319.71 |
| Other Income | 27,795.42 | 8,107.63 |
| Total | 53,51,789.84 | 41,78,427.34 |
| Less: | ||
| Expenditure | 45,53,190.99 | 34,84,538.86 |
| Depreciation & Amortisation | 1,77,609.02 | 84,917.87 |
| Profit/(loss) before exceptional items and tax: | 6,20,989.84 | 6,08,970.60 |
| Exceptional Items | -- | -- |
| Profit/(Loss) before tax | 6,20,989.84 | 6,08,970.60 |
| Less: Taxes | 1,62,791.00 | 1,52,794.61 |
| Profit/(Loss)from continuing Operations | 4,58,198.83 | 4,56,175.99 |
| Profit/(Loss)from discontinuing Operations | -- | -- |
| Profit/(Loss) for the period | 4,58,198.83 | 4,56,175.99 |
| Other Comprehensive Income | -- | -- |
| Total Comprehensive Income/(Loss)for the Period | -- | -- |
| Earnings Per Share (Basic & Diluted) | 10.51 | 13.03 |
2. BUSINESS:
Rachit Prints Limited, was incorporated in the year 2003 and is engaged in the business of manufacturing and supplying specialised knitted and printed fabrics primarily for the mattress and home furnishing industry. Over the years, the Company has established a sustainable business model and developed expertise in manufacturing customised textile products in accordance with the specific requirements of its customers.
The Companys product portfolio primarily comprises knitted fabric, printed fabric, warp knitted fabric, pillow fabric and binding tape , along with trading of comforters
and bedsheets . The Company specialises in converting yarn into specialised fabrics through in-house knitting, designing, printing and finishing processes. The principal raw materials used in the manufacturing process include cotton yarn, viscose, spun yarn, filament yarn and dyed yarn , which are primarily procured from suppliers located in Delhi and Haryana.
The Company primarily operates on a Business-to-Business (B2B) model, supplying customised fabrics to customers who use the same for further processing, manufacturing or resale. A substantial portion of the Companys business is undertaken on an order-based model , enabling the Company to manufacture products in accordance with customer- specific requirements relating to designs, specifications, quality and quantities.
The Company has developed capabilities to manufacture specialised and customised fabrics and caters to established customers in the mattress and home furnishing segment. The Company has supplied its products to leading industry players, including Sleepwell, Kurlon Enterprises and Prime Comfort Products Private Limited .
The Companys manufacturing facility is equipped with machinery and equipment sourced from India, Germany, Turkey and China , enabling it to undertake various stages of the manufacturing process and facilitate efficient production and logistics. The Company continues to focus on maintaining product quality, timely execution of customer orders and operational efficiency.
The Company has expanded its market presence across various states in India, including Assam, Delhi, Gujarat, Haryana, Himachal Pradesh, Jammu & Kashmir, Karnataka, Kerala, Madhya Pradesh, Maharashtra, Odisha, Punjab, Tamil Nadu, Telangana, Uttar Pradesh, Uttarakhand and West Bengal .
With the cumulative experience of its promoters, Mr. Anupam Kansal and Ms. Naina Kansal , in the textile and manufacturing business, the Company continues to leverage its manufacturing capabilities, customer relationships and industry experience to strengthen its position in the specialised fabric segment and pursue sustainable growth.
3. STATE OF COMPANYS AFFAIRS:
During the financial year ended 31st March, 2026 , the Company continued to focus on its core business operations and witnessed growth in its overall revenue as compared to the previous financial year. The Company recorded Total Income of ^53,51,789.84 hundred during the financial year 2025-26 as against ^41,78,427.34 hundred in the previous financial year.
The Income from Operations increased from ^41,70,319.71 hundred in the financial year 2024-25 to ^53,23,994.42 hundred in the financial year 2025-26, The increase in operating income reflects the Companys continued business activities and growth in its operations during the year under review. The Company also recorded Other Income of ^27,795.42 hundred during the financial year 2025-26 as compared to ^8,107.63 hundred in the previous financial year.
During the year under review, the Total Expenses of the Company stood at ^47,30,800.01 hundred , as against ^35,69,456.73 hundred in the previous financial year. The increase in expenses was primarily attributable to the corresponding increase in the scale of operations and the associated costs incurred in carrying out the Companys business activities.The Profit Before Tax increased from ^6,08,970.60 hundred in the financial year 2024-25 to ^6,20,989.84 hundred in the financial year 2025-26.
After considering the current tax expense, deferred tax and other applicable tax adjustments, the Company recorded a Profit After Tax of ^4,58,198.83 hundreds for the financial year 2025-26 as compared to ^4,56,175.99 hundred in the financial year 202425, The Basic and Diluted Earnings Per Share (EPS) stood at ^10.51 per equity share
during the financial year 2025-26 as compared to ^13.03 per equity share in the previous financial year. The change in EPS is attributable to the Companys share capital structure and the number of equity shares considered for computation during the respective financial years.
During the financial year under review, the Company successfully completed its Public Issue of 13,09,000 Equity Shares of face value of ^10/- each at an issue price of ^149/- per Equity Share, comprising a share premium of ^139/- per Equity Share. The allotment of the said Equity Shares was made on 04th September, 2025.
Subsequent to the successful completion of the Public Issue, the Equity Shares of the Company were listed and admitted to dealings on the BSE SME Platform of BSE Limited with effect from 08th September, 2025. The listing of the Companys Equity Shares marks an important milestone in its growth journey and provides the Company with greater visibility in the capital market, while strengthening its financial position and enhancing its ability to pursue future growth opportunities.
4. SUBSIDIARY COMPANY/FIRM(S):
The Company does not have any subsidiary as per the provisions of the Companies Act, 2013.
5. CONSOLIDATED FINANCIAL STATEMENTS:
Since the Company did not have any subsidiary during the financial year under review, the preparation of Consolidated Financial Statements is not applicable.
6. CORPORATE GOVERNANCE:
Your Company is committed to maintaining high standards of corporate governance and ethical business conduct . The Board of Directors recognizes that sound governance practices are essential for ensuring transparency, accountability, integrity, sustainable growth and safeguarding the interests of all stakeholders. The Company continues to adhere to the principles of transparency, fairness, accountability, responsible management and compliance with applicable statutory and regulatory requirements.
During the year under review, the Company has complied with the applicable provisions of the Companies Act, 2013 , the rules made thereunder and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 . Since the securities of the Company are listed on the SME Platform , the provisions relating to submission of a separate Corporate Governance Report, as applicable to companies listed on the Main Board, are not applicable to the Company.
Accordingly, no separate Corporate Governance Report forms part of this Boards Report . Notwithstanding the non-applicability of the detailed Corporate Governance Report, the Company continues to follow sound corporate governance practices and maintains appropriate standards of transparency, accountability, ethical conduct and responsible management in the conduct of its business and affairs.
In furtherance of the Companys commitment to good corporate governance and compliance with applicable legal and regulatory requirements, a certificate issued by a Practising Company Secretary (PCS) is annexed to this Boards Report. The Board remains committed to continuously strengthening the Companys governance framework and ensuring transparent, responsible and compliant conduct in the best interests of the Company and its stakeholders.
7. DIVIDEND:
The directors have not recommended any dividend for the financial year 2025-26.
8. AMOUNTS TRANSFERRED TO ANY RESERVES:
The Company has not transferred any amount to any reserves during the financial year.
9. CHANGE IN NATURE OF BUSINESS:
During the year under review there was no change in nature of Business of Company and no changes were made to Main Object of Memorandum of Association
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Annexed to this report as Annexure- A.
11. INTERNAL AUDITOR:
M/s Agarwal Aneja & Associates, Chartered Accountants (FRN: 023529N), represented by CA Ashish Aneja, were appointed as the Internal Auditors of the Company for the Financial Year 2025-26. The appointment was made in accordance with the applicable provisions of the Companies Act, 2013. Further, for the Financial Year 2026-27, the Company has appointed M/s Priyansh Singhal & Associates, Chartered Accountants (FRN: 038758C), as the Internal Auditors of the Company, in accordance with the applicable provisions of the Companies Act, 2013.
12. SHARE CAPITAL
A. Authorized Share Capital
During the financial year under review, there was no change in the Authorised Share Capital of the Company. The Authorised Share Capital of the Company as on 31st March, 2026 stood at ^8,00,00,000/- (Rupees Eight Crore only), divided into 80,00,000 (Eighty Lakh) Equity Shares of ^10/- each.
B. Paid-up Share Capital
During the financial year under review, the Company increased its Paid-up Share Capital pursuant to the Public Issue of 13,09,000 Equity Shares of face value of ^10/- each , issued
at a price of ^149/- per Equity Share , including a premium of ^139/- per Equity Share . The
said Equity Shares were allotted on 04th September, 2025 .
Consequent to the aforesaid allotment, the Paid-up Share Capital of the Company increased by ^1,30,90,000/- . Further, the Equity Shares of the Company were listed on the BSE SME Platform of BSE Limited with effect from 08th September, 2025 .
Accordingly, as on 31st March, 2026 , the Paid-up Share Capital of the Company stood at ^4,93,71,000/- (Rupees Four Crore Ninety-Three Lakh Seventy-One Thousand only) , comprising 49,37,100 Equity Shares of ^10/- each .
13. FIXED DEPOSITS:
During the year, your Company has not accepted any fixed deposits under the provisions of the Companies Act, 2013 and the Rules made there under.
14. SECRETARIAL STANDARDS:
The Company has fully complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and mandated by the Ministry of Corporate Affairs (MCA), including Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2). The Company ensures that all procedural requirements relating to convening, conducting and recording of Board Meetings, Committee Meetings and General Meetings are adhered to in letter and spirit. The Board remains committed to following best secretarial practices to maintain transparency, accuracy and statutory compliance across all governance processes.
15. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):
During the financial year under review, there was no change in the composition of the Board of Directors of the Company, and all the Directors continued to hold office throughout the year.
However, there were changes in the Key Managerial Personnel (KMP) of the Company during the year under review, as detailed below:
CHANGE IN KEY MANAGERIAL PERSONNEL
| Particulars | Name | Effective Date |
| Resignation from the position of Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) | Ms. Garima Moorjani | 29th November, 2025 |
| Appointment as Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) | Mr. Rachit Gupta | 08th December, 2025 |
Further, the Board of Directors have recommended -
Ms. Rose Kansal (DIN: 10651709), Director of the Company, retires by rotation at this Annual General Meeting and, being eligible, offers herself for re-appointment. The details of her re-appointment, including the terms and conditions, are provided in the Notice and the Explanatory Statement/Annexure to the Notice of the ensuing Annual General Meeting. The Board of Directors recommends her re-appointment for the approval and consideration of the Members at the forthcoming Annual General Meeting.
16. BOARD COMMITTEES
In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the following Committees of the Board:
A. Audit Committee
B. Stakeholders Relationship Committee
C. Nomination and Remuneration Committee
The Committees have been constituted to assist the Board in effectively discharging its responsibilities and to provide focused oversight on matters falling within their respective
areas of expertise. The Committees function in accordance with their respective terms of reference and applicable statutory and regulatory requirements.
During the year under review, there were no instances where the Board of Directors did not accept any recommendation made by any of the aforesaid Committees .
A. Composition of Audit Committee
| Name of the Director | Status | Nature of Directorship |
| Mr. Tarun Sharma | Chairman | Independent Director |
| Mr. Priyesh Kumar Sikariwal | Member | Independent Director |
| Mr. Anupam Kansal | Member | Managing Director |
The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Audit Committee.
B. Composition of Stakeholders Relationship Committee
| Name of the Director | Status | Nature of Directorship |
| Mr. Priyesh Kumar Sikariwal | Chairman | Independent Director |
| Ms. Naina Kansal | Member | Whole-Time Director |
| Mr. Anupam Kansal | Member | Managing Director |
The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Stakeholders Relationship Committee.
C. Composition of Nomination and Remuneration Committee
| Name of the Director | Status | Nature of Directorship |
| Mr. Priyesh Kumar Sikariwal | Chairman | Independent Director |
| Ms. Rose Kansal | Member | Non-Executive Director |
| Mr. Tarun Sharma | Member | Independent Director |
The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Nomination and Remuneration Committee.
| D. Committee Meetings | ||
| Audit Committee | Nomination & Remuneration Committee (NRC) | Stakeholders Relationship Committee (SRC) |
| 22 July 2025 | 08 December 2025 | 04 September 2025 |
| 22 August 2025 | 06 February 2026 | \u2014 |
| 04 September 2025 | \u2014 | \u2014 |
| 08 December 2025 | \u2014 | \u2014 |
| 06 February 2026 | \u2014 | \u2014 |
17. LISTING WITH EXCHANGES AND LISTING FEES:
During the financial year under review, the Company successfully completed its Initial Public Offering (IPO), pursuant to which 13,09,000 Equity Shares of face value of ^10/- each were allotted on 04th September, 2025 at an issue price of ^149/- per Equity Share, comprising a share premium of ^139/- per Equity Share.
Consequent to the successful completion of the IPO, the Equity Shares of the Company were listed and admitted to dealings on the BSE SME Platform of BSE Limited with effect from 08th September, 2025. The listing marks a significant milestone in the growth journey of the Company and has enhanced its visibility in the capital market and provided greater liquidity to its shareholders.
The Company has duly complied with the applicable listing requirements of the Stock Exchange. The listing fee for the financial year 2025-26 has been invoiced by the Exchange, and the payment thereof shall be made within the prescribed timelines.
18. AUDITORS:
A. STATUTORY AUDITOR & AUDIT REPORT:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 , read with the Companies (Audit and Auditors) Rules, 2014 , M/s Singhal Gupta & Co. LLP, Chartered Accountants (FRN: 004933C/C400028) , were appointed as the Statutory Auditors of the
Company for a term of five consecutive financial years , commencing from 01st April, 2024 and ending on 31st March, 2029 .
The Statutory Auditors have audited the Standalone Financial Statements of the Company for the financial year ended 31st March, 2026 . The Auditors Report forms part of this Annual Report , and the observations and notes referred to therein, read together with the relevant notes to the financial statements, are self-explanatory and therefore do not call for any further explanation or clarification from the Board of Directors.
The Auditors Report for the financial year under review does not contain any qualification, reservation, adverse remark or disclaimer . Accordingly, no explanation or clarification by the Board of Directors is required in respect of the matters dealt with in the Auditors Report.
B. COST AUDITORS:
In accordance with the provisions of Section 148 of the Companies Act, 2013 , read with the Companies (Cost Records and Audit) Rules, 2014 , the Board of Directors confirms that the provisions relating to the maintenance of cost accounting records and cost audit are not applicable to the Company for the financial year 2025-26 , as the
Company does not fall within the prescribed class of companies and activities for which such requirements are applicable.
C. SECRETARIAL AUDITOR & AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s Lal Ghai & Associates, Peer Reviewed Firm of Company Secretaries in Practice, have been appointed as the Secretarial Auditor of the Company for conducting the Secretarial Audit for the financial year ended 31st March, 2026.
Further, the Board of Directors has proposed the appointment of M/s Lal Ghai & Associates as the Secretarial Auditor of the Company for a term of five consecutive years commencing from 1st April, 2026 to 31st March, 2031, subject to the approval of the Members at the ensuing Annual General Meeting.
The Secretarial Audit Report for the financial year ended 31st March, 2026, forms an integral part of this Annual Report as Annexure- B. The Board notes that the said Report does not contain any qualification, reservation, adverse remark or disclaimer requiring any further explanation or clarification from the Board.
19. BOARD MEETINGS:
During the year under review, the Board of Directors of the Company met Fifteen (15) times on 15th April, 2025; 28th April, 2025; 30th April, 2025; 14th May, 2025; 25th June, 2025; 1st July, 2025; 22nd July, 2025; 21st August, 2025; 22nd August, 2025; 4th September, 2025; 6th September, 2025; 5th November, 2025; 14th November, 2025; 8th December, 2025; and 6th February, 2026 . The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and the rules made thereunder.
20. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:
The meeting of the Independent Directors of the Company for the financial year 2025-26 was held on 05th November, 2025 , wherein the performance of the Non-Independent Directors, the Chairperson and the Board as a whole was reviewed and evaluated. The evaluation covered various aspects, including the effectiveness of the Boards functioning, quality of participation and deliberations, governance practices and the overall contribution of the Board towards achieving the Companys strategic objectives.
The Company has formulated a Policy on Performance Evaluation , which provides the framework and criteria for evaluation of the performance of the Board of Directors, its
Committees, Independent Directors, Executive Directors and Non-Executive Directors .
In accordance with the said Policy and the applicable provisions of the Companies Act, 2013 , the Board of Directors also undertook an evaluation of its own performance, the performance of its Committees and the performance of individual Directors. The evaluation process was conducted in accordance with the prescribed criteria, and the Board expressed its satisfaction with the overall outcome of the evaluation process .
1. POLICY ON DIRECTORS APPOINTMENT & REMUNERATION:
The Nomination & Remuneration Committee of the Company has formulated the Nomination & Remuneration Policy on Directors appointment and remuneration which includes the criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013. The Nomination & Remuneration Policy is annexed hereto and forms part of this Report as Annexure- C and is also available on the website of the Company at https://rachitprints.co.in.
2. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
Not Applicable, during the year under review.
3. THE 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:
During the year under review, there was no One-Time Settlement (OTS) undertaken by the Company with any bank or financial institution. Accordingly, the requirement to provide
details of any difference between the valuation at the time of OTS and the valuation done while obtaining loans does not arise.
24. DECLARATION BY INDEPENDENT DIRECTORS:
All the Independent directors of the company have given their statement of declaration under Section 149(7) of the Companies Act, 2013 (the Act) that they meet the criteria of independence as provided in Section 149(6) of the Act, and their Declarations have been taken on record.
25. REGISTRAR AND SHARE TRANSFER AGENT:
The Company has appointed Maashitla Securities Private Limited as its Registrar and Share Transfer Agent and executed post IPO Agreement for availing its various services.
26. STATEMENT W.R.T. COMPLIANCE WITH THE PROVISIONS RELATING TO MATERNITY BENEFITS ACT, 1961:
Your Company is committed to ensuring a safe, supportive, and inclusive workplace for all women employees. All eligible women employees have been extended the benefits under the said Act, including maternity leave, nursing breaks, and other statutory entitlements as prescribed. Your Company has duly complied with the provisions of the Maternity Benefits Act, 1961, as amended from time to time. Your Company continuously strives to maintain a work environment that upholds the rights and well-being of its women workforce in accordance with applicable laws
27. RISK MANAGEMENT:
The Risk Management Policy required to be formulated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been duly formulated and approved by the Board of Directors of the Company. The aim of Risk Management Policy is to maximize opportunities in all activities and to minimize adversity.
28. LOANS, GUARANTEES & INVESTMENTS BY THE COMPANY:
Details of loans, guarantees and investments, if any, by the Company to other body corporates or persons are given in Financial Statements/Notes to the financial statements.
29. MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS:
During the year under review, the Company successfully completed its Initial Public Offering (IPO) and obtained the requisite approvals from the concerned regulatory authorities and the Stock Exchange for the listing and admission of its Equity Shares on the SME Platform of BSE Limited (BSE SME).
Pursuant to the successful completion of the IPO and receipt of the necessary approvals, the Equity Shares of the Company were listed and admitted to dealings on the BSE SME Platform with effect from 08th September, 2025.
Except for the aforesaid approvals in relation to the listing of the Companys Equity Shares, no material or significant orders were passed by any regulatory authority, court or tribunal during the financial year under review which may have an adverse impact on the going concern status or future operations of the Company.
30. MATERIAL CHANGES & COMMITMENTS:
There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year 31st March, 2026 and the date of this Report. However, the Company witnessed the following significant corporate development during the year under review:
• Initial Public Offering (IPO) & Listing
During the financial year 2025-26, the Company successfully completed its Initial Public Offering (IPO) , pursuant to which 13,09,000 Equity Shares were allotted on 04th
September, 2025 at an issue price of ^149/- per Equity Share , including a premium of ^139/- per Equity Share . Subsequently, the Equity Shares of the Company were listed and admitted to dealings on the BSE SME Platform of BSE Limited with effect from 08th September, 2025 . The successful IPO and listing marked a significant milestone in the Companys growth journey and strengthened its capital base, enhanced its market visibility and broadened its investor reach.
31. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company is committed to providing a safe, inclusive, respectful and harassment- free workplace for all its employees, workers and other stakeholders. In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made thereunder, the Company has constituted an Internal Complaints Committee (ICC) to address and redress complaints relating to sexual harassment at the workplace.
The Company endeavours to maintain a work environment based on dignity, equality, mutual respect and fairness , and has adopted appropriate measures for prevention and prohibition of sexual harassment. The Company also undertakes necessary awareness and preventive initiatives to ensure that employees are aware of their rights and the mechanism available for reporting and redressal of grievances.
During the financial year ended 31st March, 2026 , no complaint relating to sexual harassment was received or reported to the Internal Complaints Committee of the
Company.
32. RELEVANT EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013 read with the rules made thereunder, the Annual Return of the Company has been disclosed on the website of the Company and web link thereto is https://rachitprints.co.in.
33. RELATED PARTY TRANSACTION:
The Company has formulated and adopted a Policy on Related Party Transactions in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 . The Policy provides a framework for identification, approval, review, monitoring and disclosure of transactions with related parties and ensures that such transactions are undertaken in a transparent and fair manner.
During the financial year 2025-26 , all transactions entered into with related parties were undertaken in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013, the SEBI Listing Regulations and the Companys Policy on Related Party Transactions. There were no materially significant related party transactions entered into during the year that were prejudicial to the interests of the Company or had a potential conflict with the interests of the Company.
The particulars of related party transactions, as required pursuant to Section 134(3)(h) of the Companies Act, 2013 , read with Rule 8(2) of the Companies (Accounts) Rules, 2014 , are provided in Form AOC-2 , annexed to this Report as Annexure-D .
The Policy on Related Party Transactions and other applicable policies of the Company are available on the website of the Company at: https://rachitprints.co.in.
34. WHISTLE BLOWER POLICY / VIGIL MECHANISM:
The Company has established a Whistle Blower Policy and Vigil Mechanism in
accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The mechanism provides a formal and confidential platform for Directors, employees and other eligible persons to report genuine concerns relating to unethical conduct, actual or suspected fraud,
misconduct, irregularities or violations of the Companys policies and Code of Business Ethics.
The Vigil Mechanism incorporates adequate safeguards to ensure protection against victimisation, retaliation or any adverse action against persons who raise concerns in good faith. It also provides an appropriate channel for reporting concerns directly to the Chairman of the Audit Committee, wherever considered necessary.
All concerns received under the Whistle Blower Policy and Vigil Mechanism are dealt with appropriately and, wherever required, investigated in accordance with the prescribed procedures. During the year under review, no individual was denied access to the Audit Committee for reporting any genuine concern.
The details of the Whistle Blower Policy and Vigil Mechanism are available on the Companys website at: https://rachitprints.co.in.
35. INTERNAL FINANCIAL CONTROLS & ITS ADEQUACY:
The Company continuously focuses on strengthening its internal control framework to ensure efficient and reliable operations. An adequate system of internal financial controls commensurate with the size, scale and nature of its business has been established, which is designed to ensure the orderly and efficient conduct of business activities.
These controls provide reasonable assurance regarding:
• Accuracy, reliability and integrity of financial and operational information
• Compliance with applicable laws, regulations and internal policies
• Safeguarding of the Companys assets
• Prevention and detection of frauds and irregularities
• Maintenance of proper accounting records
• Effective execution of business processes
The internal control systems are reviewed periodically and continuously monitored to enhance their effectiveness and support the Company in achieving its operational and strategic objectives.
36. FAMILIARISATION PROGRAM FOR DIRECTORS:
The Company has put in place a structured Familiarization Programme for its Directors, including Independent Directors, to facilitate their understanding of the Companys business operations, business model, industry, governance framework, roles and responsibilities and to enable them to contribute effectively to the deliberations of the Board and its Committees.
As part of the programme, Directors are periodically apprised of significant developments relating to the Company, including business performance, operational matters, industry trends, applicable regulatory and statutory changes, corporate governance practices and the domestic and global business environment having a bearing on the Companys operations.
The Directors are provided with relevant documents, presentations, reports and other necessary information to facilitate informed decision-making and enable them to effectively discharge their duties and responsibilities and participate meaningfully in Board and Committee meetings.
The details of the Familiarization Programme for Independent Directors are available on the Companys website at the following link: https://rachitprints.co.in.
37. DEPOSITS
The company has received loan from entities as falls under Rule 2(1)(c) which shall not be considered as deposits as per Companies (Acceptance of Deposits) Rules, 2014 under the Companies Act, 2013.
38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:
Information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure- E to this report.
39. PARTICULARS OF EMPLOYEES:
In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the Annexure- F to this report and forms part of this report.
40. DETAIL OF FRAUDS REPORTED BY AUDITORS
The Company does not indulge in any type of frauds pursuant to section 143(12) of the Companies Act, 2013 as per the audit report stated by Auditors for financial year ended 31 st March 2026.
41. BUSINESS RESPONSIBILITY REPORT:
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate the inclusion of the Business Responsibility & Sustainability Report as part of the Annual Report for top 1000 listed entities based on market capitalization, However, this year the company does not fall under the top 1000 listed entities based on market capitalization, hence there is no requirement to prepare such report.
42. DETAILS OF NO. OF EMPLOYEES AS ON CLOSURE OF FINANCIAL YEAR:
The details regarding No. of Employees as on Closure of Financial Year are as follows:
| Male | Female | Transgender |
| 55 | 10 | - |
43. DIRECTORS RESPONSIBILITY STATEMENT:
The Directors would like to assure the Members that the financial statements for the year under review confirm in their entirety to the requirements of the Companies Act, 2013. The Directors confirm that:
a) In the preparation of the annual accounts/financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the profit/loss of the Company for the year ended on 31st March, 2026;
c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts/financial statements have been prepared on a going concern basis.
e) That Internal financial controls were laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f) Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
44. CORPORATE SOCIAL RESPONSIBILITY:
The provisions relating to Corporate Social Responsibility (CSR) under Section 135 of the Companies Act, 2013 were applicable to the Company during the financial year 2025-26 .
Accordingly, the Company had a CSR obligation of ^6,69,000/- (Rupees Six Lakh and Sixty Nine Thousand Only) for the financial year under review.
The Company has complied with the applicable provisions relating to Corporate Social Responsibility and the details of the CSR activities undertaken and expenditure incurred during the financial year are provided in the CSR Report , which forms an integral part of this Annual Report as Annexure- G .
15. TRADE RELATIONS:
The Board wishes to place on record its appreciation for the support and co-operation that the Company received from its suppliers, distributors, retailers and other associates. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be Companys endeavor to build and nurture strong links based on mutuality, respect and co-operation with each other and consistent with customer interest.
16. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
During the year under review, no amount towards the unclaimed dividends was required to be transferred to the Investor Education and Protection Fund established by the Central Government in accordance with section 125 of the Companies Act, 2013 (the Act). Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 (IEPF Rules), as amended from time to time, the shares on which dividend remains unpaid / unclaimed for seven consecutive years or more shall be transferred to the Investors Education and Protection Fund (IEPF). During the year under review, the Company has not transferred any equity share to the IEPF.
47. ACKNOWLEDGEMENT:
Your Directors express their gratitude to the Companys vendors, customers, Banks, Financial Institutions, Shareholders & society at large for their understanding and support. Finally, your Directors acknowledge the dedicated services rendered by all employees of the company.
By order of the Board For RACHIT PRINTS LIMITED
| Anupam Kansal | Naina Kansal | |
| Date: 07.09.2026 | Managing Director | Whole-time director |
| Place: Meerut | DIN:01982805 | DIN: 02313363 |
#DREnd#
#MDStart#
1 INDUSTRY OVERVIEW
The global economy continued to operate in a dynamic and challenging environment during the financial year 2025-26, with economic activity influenced by geopolitical developments, inflationary pressures, changing interest-rate conditions, commodity price fluctuations and evolving global trade patterns . While global economic activity remained resilient, uncertainties relating to international trade, supply chains and consumer demand continued to impact businesses across various sectors. These developments have a direct bearing on the home furnishing and textile industry, particularly in terms of raw material costs, production expenses, freight costs and demand from domestic as well as international markets.
Major economies such as the United States, China and countries across Europe continued to remain important markets for global manufacturing and consumer products. Changes in consumer spending, housing activity and purchasing patterns in these economies have an impact on the demand for home furnishing products, including mattresses, bedsheets, blankets, comforters and related textile products . At the same time, gradual stabilisation in global supply chains and continued consumer demand for comfortable, durable and aesthetically appealing home furnishing products provide opportunities for manufacturers to expand their product offerings and customer base.
For the Company , which is primarily engaged in the manufacturing and supply of mattress- related fabrics, bedsheets, blankets, comforters and other home furnishing products , the
changing global environment presents both opportunities and challenges. Increasing consumer focus on comfort, quality, design, durability and customised home furnishing products is
expected to support demand for value-added products. However, fluctuations in the prices of cotton, yarn and other textile raw materials, energy costs, logistics expenses and changes in consumer demand may continue to affect operating margins. The Company remains focused on maintaining product quality, improving manufacturing efficiency, developing customised
products and strengthening its customer relationships to effectively respond to the evolving market environment.
2 Industry Structure and Development
The Indian textile and home furnishing industry continues to be an important segment of the Indian economy, supported by a well-established value chain covering fibres, yarn, fabrics, home textiles, made-ups and finished furnishing products . India has a strong manufacturing base, availability of diverse raw materials, skilled manpower and a large domestic consumer market, providing a favourable foundation for the continued development of the sector. The industry is increasingly moving towards value-added, design-oriented and quality-focused products , driven by changing consumer preferences and increasing demand for comfortable, durable and aesthetically appealing home furnishing products.
During FY 2025-26 , the Indian textile and apparel sector continued to demonstrate resilience amid changing global market conditions. Indias exports of textiles and apparel, including handicrafts, stood at approximately ^3,25,339 crore , registering a growth of 1.8% over ^3,19,573 crore in FY 2024-25. Textile and apparel exports recorded growth across more than 100 international markets , reflecting the continued competitiveness and diversification of Indian textile products. Within the export basket, ready-made garments, cotton textiles and man-made textiles remained the major contributors. During FY 2025-26, exports of readymade garments were approximately ^1,39,350 crore , cotton textiles approximately ^1,02,427 crore , man-made textiles approximately ^46,254 crore , while carpet exports stood at approximately ^12,887 crore .
The domestic home furnishing segment, comprising blankets, mats, carpets, bedsheets, comforters and other household textile products , continues to benefit from urbanisation, changing lifestyles, increasing disposable incomes and evolving consumer preferences. Consumers are increasingly seeking products offering comfort, quality, durability, attractive designs and affordability , creating opportunities for manufacturers to develop differentiated and value-added products. The gradual expansion of organised retail, e-commerce and wider distribution networks is also providing manufacturers with opportunities to reach a broader customer base in domestic as well as international markets.
At the same time, the industry continues to face challenges including fluctuations in the prices of cotton, yarn and other raw materials, energy and logistics costs, changing global demand, international competition, technological requirements and geopolitical uncertainties . The Government continues to support the development and modernisation of the textile sector through initiatives such as PM MITRA Parks, the Production Linked Incentive (PLI) Scheme for Textiles, the National Technical Textiles Mission and SAMARTH , aimed at strengthening domestic manufacturing, encouraging technology adoption, skill development and improving Indias global competitiveness.
For the Company, which is primarily engaged in the manufacturing and supply of blankets, mats, carpets, bedsheets and other home furnishing products , the evolving industry environment presents opportunities for product diversification, quality enhancement, technology upgradation and expansion of its customer base . The Company intends to leverage its manufacturing capabilities and customer relationships to respond to changing market requirements while maintaining focus on cost efficiency, product quality, innovation, timely delivery and customer satisfaction . These factors are expected to remain important for sustaining the Companys competitiveness and supporting its long-term growth.
3 Investments and Key Developments:
During the financial year under review, the Company continued to focus on strengthening its manufacturing capabilities and improving operational efficiency in the home furnishing and textile segment , particularly in relation to its products such as blankets, mats, carpets, bedsheets and other allied products . The Company also undertook procurement of machinery, equipment and spare parts , including imports, as required for supporting its manufacturing operations, maintenance and technological capabilities. These initiatives are aimed at improving production efficiency, maintaining product quality and enabling the Company to meet evolving customer requirements. The Company also successfully completed its Initial Public Offering (IPO) of 13,09,000 Equity Shares , which were allotted on 04th September, 2025 , and subsequently listed on the BSE SME Platform with effect from 08th September, 2025 , marking a significant milestone in its growth and strengthening its capital base and market visibility.
The broader textile sector also witnessed continued investment and policy support during the year. The Governments PM MITRA Scheme is being implemented with an outlay of ^4,445 crore, while the PLI Scheme for Textiles has continued to attract investments towards MMF fabrics, apparel and technical textiles. These developments are expected to strengthen Indias textile manufacturing ecosystem and create opportunities across the textile value chain.
4 The Company:
The Company is a textile and home furnishing products manufacturing company , primarily engaged in the manufacturing and supply of blankets, mats, carpets, bedsheets, comforters
and other allied home furnishing products . The Company has developed its capabilities to manufacture and supply products catering to the requirements of its customers, with a focus on quality, design, comfort and durability . Its manufacturing operations enable it to respond to varying customer requirements and market conditions while maintaining focus on operational efficiency and timely execution of orders.
During the year under review, the Company continued to strengthen its business operations and manufacturing capabilities. The Company also procured machinery, equipment and spare parts, including imports , as required for its manufacturing operations, maintenance and capacity enhancement. These initiatives are intended to support production efficiency, maintain consistent product quality and enable the Company to meet evolving market and customer requirements.
The Company successfully completed its Initial Public Offering (IPO) during the financial year, pursuant to which 13,09,000 Equity Shares were allotted on 04th September, 2025 at an issue price of ^149/- per Equity Share , comprising a face value of ^10/- and a premium of ^139/- per share. The Equity Shares were subsequently listed and admitted to dealings on the BSE SME Platform of BSE Limited with effect from 08th September, 2025 . The successful listing represents an important milestone for the Company and has strengthened its capital base, enhanced its market visibility and broadened its investor reach.
5 COMPANYS PERFORMANCE
During the financial year 2025-26 , the Company continued to focus on strengthening its operations in the textile and home furnishing segment , with its principal products comprising blankets, mats, carpets, bedsheets, comforters and other allied products . The Company witnessed a growth in its operating performance during the year, supported by continued demand for its products and focused efforts towards improving manufacturing and operational efficiency.
The Income from Operations (Gross) increased to *53,23,994.42 hundred during FY 202526 from *41,70,319.71 hundred in FY 2024-25, registering a growth of approximately 27.66% , while Total Revenue increased to *53,51,789.84 hundred from *41,78,427.34 hundred , representing a growth of approximately 28.09% . The Company recorded a Profit Before Tax of *6,20,989.84 hundred as compared to *6,08,970.60 hundred in the previous financial year, reflecting an increase of approximately 1.97% , while Profit After Tax stood at *4,58,198.83 hundred as against *4,56,175.99 hundred , registering an increase of approximately 0.44% . The Basic and Diluted EPS stood at *10.51 during FY 2025-26 as compared to *13.03 in the previous year.
During the year, the Company also successfully completed its Initial Public Offering (IPO) and its Equity Shares were listed on the BSE SME Platform with effect from 08th September, 2025 . The successful listing has strengthened the Companys capital base and enhanced its visibility in the market. Going forward, the Company remains focused on expanding its product portfolio, improving manufacturing efficiency, maintaining product quality, managing costs and strengthening its customer base to achieve sustainable growth.
| \u2022 Bifurcation of Revenue from Operations | ||
| Particulars | FY 2025-26 (K in | FY 2024-25 (K in |
| Hundreds) | Hundreds) | |
| Sale of Manufactured Goods | 52,21,629.91 | 41,30,322.75 |
| Sale of Traded Goods | 55,680.45 | 4,123.50 |
| Job Work | 34,816.66 | 25,435.54 |
| Packing Charges | 841.66 | 41.58 |
| Freight on Sales | 11,025.74 | 10,396.34 |
| Total Revenue from | 53,23,994.42 | 41,70,319.71 |
| Operations | ||
6 SEGMENT REPORTING
The Company is engaged in the manufacturing and trading of textile and home furnishing products, including blankets, mats, carpets, bedsheets, comforters and other allied products. The Company operates primarily in one reportable business segment, i.e., Textile and Home Furnishing Products. Accordingly, segment reporting is not applicable to the Company.
7 Dividend
No dividend has been declared for the financial year 2025-26.
8 OUTLOOK: OPPORTUNITIES, THREATS, RISKS & CONCERNS • Opportunities:
The Company operates in the textile and home furnishing segment , with its principal products comprising blankets, mats, carpets, bedsheets, comforters and other allied products . The changing lifestyle patterns, urbanisation, increasing consumer preference for quality and comfortable home furnishing products and the growth of organised retail and e- commerce provide opportunities for the Company to expand its customer base and product portfolio. The Company can further benefit from opportunities arising from product
diversification, customised products, technology upgradation and expansion into new domestic and international markets .
• Threats:
The Company operates in a competitive industry and faces competition from organised as well as unorganised manufacturers. Changes in consumer preferences, pricing pressure, increasing competition, fluctuations in demand and the entry of new players may affect the Companys market position and margins. Further, changes in international trade conditions, import-export policies and geopolitical developments may also impact the textile and home furnishing industry.
• Risks & Concerns:
The Companys business is exposed to fluctuations in the prices and availability of cotton, yarn and other raw materials , which may affect its cost of production and profitability. Other key risks include changes in energy and transportation costs, supply-chain disruptions, availability of skilled manpower, changes in regulatory requirements, technological obsolescence and fluctuations in domestic and global economic conditions. The Company seeks to mitigate these risks through efficient procurement and inventory management, maintaining customer relationships, quality control, operational efficiencies and continuous evaluation of market and business conditions .
• Outlook:
The Company remains cautiously optimistic about the long-term prospects of the textile and home furnishing industry. With its focus on blankets, mats, carpets, bedsheets and allied products , the Company intends to strengthen its manufacturing capabilities, improve product quality, diversify its product range and expand its market presence. The successful completion of the Companys IPO and listing on the BSE SME Platform in September 2025 has further strengthened its capital base and market visibility. Going forward, the Company will continue to focus on sustainable growth, operational efficiency, cost management and meeting evolving customer requirements.
9 INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has established and maintained an adequate internal control system commensurate with the size, scale and nature of its business operations. The internal controls are designed to ensure proper authorisation, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, operational efficiency and compliance with applicable laws and regulations .
The Company has appropriate controls and procedures covering key areas of its operations, including procurement of raw materials, inventory management, production, sales, receivables, payments, financial reporting and statutory compliances . The internal control framework also facilitates appropriate segregation of duties and authorisation of transactions, along with regular monitoring by the management. The Company maintains proper books of accounts and financial records to ensure reliability and transparency in financial reporting.
The Audit Committee and the Board of Directors periodically review the adequacy and effectiveness of the internal control framework based on management inputs, financial information and other relevant reports. The Company continues to strengthen its internal control processes in line with the growth of its business and evolving operational requirements.
Based on the assessment carried out during the year under review, the Board is of the opinion that the Company has adequate internal financial controls with reference to the financial statements , which were operating effectively during the financial year 2025-26. No material weakness in the internal control system was reported during the year under review.
10 HUMAN RESOURCES
Human resources continue to be an important part of the Companys operations and growth. Being engaged in the manufacturing of blankets, mats, carpets, bedsheets, comforters and other home furnishing products , the Company relies on a combination of skilled, semi-skilled and other personnel across its manufacturing, quality control, sales, administration and support functions.
During the year under review, the Company remained focused on maintaining a safe, healthy and supportive work environment and on ensuring effective utilisation of its human resources. The Company encourages employee development, teamwork, discipline and adherence to quality and safety standards. Appropriate attention is given to employee welfare, workplace safety and compliance with applicable labour laws and regulations.
The management believes that a committed and capable workforce is essential for maintaining product quality, operational efficiency and timely fulfilment of customer requirements .
The Company will continue to focus on strengthening its human resource capabilities and developing the skills of its employees in line with its business requirements and future growth plans.
11 OPERATIONAL AND FINANCIAL PERFORMANCE OVERVIEW (FY 2025-26)
During the financial year 2025-26 , the Company continued to strengthen its operations in the textile and home furnishing segment , with its principal products comprising blankets, mats, carpets, bedsheets, comforters and other allied products . The Company remained focused on maintaining product quality, meeting customer requirements, improving manufacturing efficiency and strengthening its market presence.
During FY 2025-26, the Company recorded Income from Operations of ^53,23,994.42 hundreds , as compared to ^41,70,319.71 hundreds in FY 2024-25, registering a growth of approximately 27.66% . The Total Revenue increased to ^53,51,789.84 hundreds from ^41,78,427.34 hundreds in the previous year, reflecting a growth of approximately 28.09% . The increase in revenue was supported by growth in the Companys core operating activities, including sales of manufactured goods, traded goods and job work.
The Company recorded a Profit Before Tax of ^6,20,989.84 hundreds during FY 2025-26 as against ^6,08,970.60 hundreds in FY 2024-25, representing an increase of approximately 1.97% . After accounting for applicable tax expenses, the Company reported a Profit After Tax of ^4,58,198.83 hundreds , compared to ^4,56,175.99 hundreds in the previous financial year, registering an increase of approximately 0.44% . The Basic and Diluted Earnings Per Share (EPS) stood at ^10.51 per Equity Share of ^10/- each as against ^13.03 in FY 2024-25.
During the year under review, the Company also successfully completed its Initial Public Offering (IPO) and its Equity Shares were listed on the BSE SME Platform with effect from 08th September, 2025 . The Company further continued to invest in and strengthen its manufacturing capabilities through the procurement of machinery, equipment and spare parts , including imports, as required. Going forward, the Company remains focused on operational efficiency, cost optimisation, product quality, product diversification and expansion of its customer base to support sustainable growth.
12 Details of significant changes in key financial ratios:
| Ratio | Numerator / Denominator | Ratio (25 26) | Ratio (24 25) | % of Variation | Reason for variance in the ratio by more than 25% |
| (a) Current Ratio | Current Asset / Current Liabilities | 3.45 | 1.69 | 104.06% | Current assets increased and current liabilities decreased |
| (b) Debt-Equity Ratio | Total Debts / Shareholders\u2019 Equity | 0.31 | 0.74 | -57.92% | Equity base increased |
| (c) Debt Service Coverage Ratio | Earnings available for debt service / Debt Service | 11.12 | 19.71 | -43.59% | Net profit increased |
| (d) Return on Equity Ratio (ROE) | Net Profits after taxes / Average Shareholder\u2019s Equity | 0.19 | 0.51 | -62.19% | Equity base increased |
| (e) Inventory Turnover Ratio | Cost of Goods Sold / Average Inventory | 5.16 | 6.36 | -18.86% | N.A. |
| (f) Trade Receivables Turnover Ratio | Sales / Average Accounts Receivable | 5.56 | 5.78 | -3.67% | N.A. |
| (g) Trade Payables Turnover Ratio | Net Credit Purchases / Average Trade Payables | 22.92 | 5.47 | 318.94% | Trade Payables increased |
| (h) Net Capital Turnover Ratio | Revenue / Average Working Capital | 1.38 | 1.85 | -25.61% | Average working capital increased |
| (i) Net Profit Ratio | Net Profit after Tax / Net Sales | 0.09 | 0.11 | -21.32% | N.A. |
| (j) Return on Capital Employed (ROCE) | Earnings before interest and taxes / Capital Employed | 0.16 | 0.40 | -59.14% | Equity base increased |
| (k) Return on Investment (ROI) | Since the Company does not have any treasury investments, this ratio is not worked out. | ||||
13 CAUTIONARY STATEMENT
Statements regarding projections, estimates and expectations have been made in good faith. However, unforeseen factors may cause actual results to differ from those envisaged by the Management. Market and product information is based on various published and unpublished sources, the accuracy and completeness of which cannot be assured. The Management reserves the right to revise such statements in the best interests of the Company and its shareholders.
| By order of the Board For RACHIT PRINTS LIMITED | ||
| Anupam Kansal | Naina Kansal | |
| Date: 07.09.2026 | Managing Director | Whole-time director |
| Place: Meerut | DIN:01982805 | DIN:02313363 |
#MDEnd#
#SARStart#
FORM NO. MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31 st MARCH, 2026 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
RACHIT PRINTS LIMITED
B-9, 10 & 11, Udyog Puram, Delhi Road,
Partapur, Meerut, Uttar Pradesh - 250103
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices adopted by RACHIT PRINTS LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing our opinion thereon.
Based on our verification of the Companys books, papers, minute books, forms, E-forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2026 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, approvals, licenses, forms includes E-forms and returns filed and other records maintained by RACHIT PRINTS LIMITED (for the financial year ended on March 31, 2026 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment (FDI), Overseas Direct Investment (ODI) and External Commercial Borrowings (ECB); Not applicable to the Company during the audit period;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015;
c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the Company during the audit period)
f) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable to the Company during the audit period)
g) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit period);
h) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
i) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the audit period));
j) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the audit period).
(vi) Other laws specifically applicable to company have substantially complied with.
We have also examined compliance with the applicable clauses of the following:
a) Secretarial Standards issued by The Institute of Company Secretaries of India (SS-1 and SS- 2) with respect to board and general meetings.
b) The Listing Agreements entered into by the Company with BSE Limited read with SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
During the Period under review the company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines and Standards etc.
(vii) We have relied on the representation made by the Company & its Officers for the system
and mechanism formed by the Company for its Compulsory Certificates, Registrations and various compliances filed by the company under applicable Acts such as Environmental Laws & Labour Laws.
Based on the information received and records maintained, we further report that:
• The Board of Directors of the Company was duly constituted during the period under review, with an appropriate balance of Executive, Non-Executive and Independent Directors. There was no change in the composition of the Board of Directors during the financial year 2025-26 . However, there was a change in the Key Managerial
Personnel (KMP) of the Company during the period under review, as detailed below:
Changes in Key Managerial Personnel
| Particulars | Name of KMP | Designation | Effective Date |
| Resignation | Ms. Garima Moorjani | Chief Financial Officer (CFO) | 29th November, 2025 |
| Appointment | Mr. Rachit Gupta | Chief Financial Officer (CFO) | 08th December, 2025 |
• Adequate notice of at least seven days was given to all directors to schedule the Board Meetings along with agenda and detailed notes on agenda and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting in compliance of the Act.
• Majority decision is carried through and recorded in the minutes of the meetings. Further as informed and verified from minutes, no dissent was given by any director in respect of the resolutions passed in the board and the committee meetings.
• That the Company has proper Board- processes and compliance mechanism.
• We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliances with applicable laws, rules, regulations, guidelines, standards etc.
• We further report that during the year under review, the Company successfully completed its Initial Public Offering (IPO) and got its Equity Shares listed and admitted to dealings on the SME Platform of BSE Limited (BSE SME). Pursuant to the IPO, the Company issued and allotted 13,09,000 Equity Shares of face value of f10/- each at an issue price of f149/- per Equity Share, including a premium of f139/- per Equity Share, aggregating to f19,50,41,000/-. The said Equity Shares were allotted on 04th September, 2025 and were subsequently listed and admitted to dealings on the BSE SME Platform with effect from 08th September, 2025, pursuant to the requisite approvals obtained from the Stock Exchange and other applicable authorities.
For :-Lal Ghai & Associates Company Secretaries
| S/d | |
| Date: 07.08.2026 | Nikhil Kalra, FCS |
| Place- Ludhiana | M. No. 9498 |
| UDIN:- F009498H001043993 | CP No-20800 |
Note: - This Report is to be read with our letter of same date which is annexed as Annexure A and forms as integral part of this report.
#SAREnd#
#ARStart#
To the Members of RACHIT PRINTS LIMITED
(Formerly known as Rachit Prints Private Limited)
Report on the Financial Statements
Opinion
We have audited the standalone financial statements of Rachit Prints Limited (the Company), which comprise the Balance Sheet as at March 31, 2026, the Statement of Profit and Loss and the Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (the Act) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, and its profit and its cash flows for the year then ended.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor s Responsibilities for the Audit of Standalone the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Information other than the Financial Statements and Auditors Report thereon
The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Boards Report, Management Discussion and Analysis, Business Responsibility Report, Corporate Governance Report and Shareholder Information, but does not include the financial statements and our report thereon.
Our opinion does not cover the other information, and we do not express assurance thereon.
In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditors report, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.
Managements Responsibility for the Financial Statements
The Board of Directors is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records, safeguarding of assets and preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making reasonable and prudent estimates; and design, implementation and maintenance of adequate internal financial controls that were operating effectively.
In preparing the financial statements, the Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing matters related to going concern, and using the going concern basis of accounting unless liquidation or closure is intended.
The Board is also responsible for overseeing the Companys financial reporting process.
Auditors Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements are free from material misstatement, whether due to fraud or error, and to issue an auditors report with our opinion.
Reasonable assurance is a high level of assurance but not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement. Misstatements may arise from fraud or error and are material if they could reasonably be expected to influence economic decisions of users.
As part of our audit, we:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
• Evaluate appropriateness of accounting policies, reasonableness of estimates and related disclosures.
• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss, and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account of the Company
d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on March 31, 2026 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2026 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A . Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.
g) In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the company to its director during the year is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts.
iii. The Company is not required to transfer any amount to the Investor Education and Protection Fund.
iv. Management has represented that:
(a) No funds have been advanced/loaned/invested with understanding to route to Ultimate Beneficiaries.
(b) No funds have been received with understanding to route to Ultimate Beneficiaries.
(c) Nothing has come to our notice to indicate that these representations contain any material misstatement.
v. The Company has not declared or paid any dividend during the year.
vi. The Company has used accounting software with audit trail (edit log) feature; however, the audit trail facility was not operated throughout the year for all
transactions . Accordingly, we are unable to state that the audit trail operated throughout, was preserved as required, or was free from tampering.
2. As required by the Companies (Auditors Report) Order, 2020 (the Order), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
For Singhal Gupta & Co.LLP
Chartered Accountants
ICAI Firm Registration Number: 004933C/C400028
Chetan Singhal
Partner
Membership Number: 420018 Place : Meerut Date : May 28 th , 2026 UDIN : 26420018QZKKIF6146
ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 1(f) under Report on Other Legal and Regulatory Requirements section of our report to the members of Rachit Prints Limited of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub- section 3 of Section 143 of the Companies Act, 2013 (the Act)
We have audited the internal financial controls over financial reporting of RACHIT PRINTS LIMITED (the Company) for the financial year ended March 31, 2026 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act,2013.
Auditors Responsibility
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2026, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Singhal Gupta & Co.LLP
Chartered Accountants
ICAI Firm Registration No : 004933C/C400028
Chetan Singhal
Partner
Membership Number: 420018
| Place | : Meerut |
| Date | : May 28 th , 2026 |
| UDIN | : 26420018QZKKIF6146 |
ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 2 under Report on Other Legal and Regulatory Requirements section of our report to the Members of RACHIT PRINTS LIMITED of even date)
To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, we state that:
i. In respect of the Companys Property, Plant and Equipment and Intangible Assets:
(a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.
(B) The Company does not have any intangible assets. Accordingly reporting under clause 3(i)(a)(B) is not applicable.
(b) The Company has a program of physical verification of Property, Plant and Equipment and so to cover all the assets once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain Property, Plant and Equipment were due for verification during the year and were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
(c) Based on our examination of the property tax receipts and lease agreement for land on which building is constructed, registered sale deed / transfer deed / conveyance deed provided to us, we report that, the title in respect of self- constructed buildings and title deeds of all other immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favor of the lessee), disclosed in the financial statements included under Property, Plant and Equipment are held in the name of the Company as at the balance sheet date.
(d) The Company has not revalued any of its Property, Plant and Equipment and intangible assets during the year.
(e) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2026 for holding any benami property under the Benami Transactions (Prohibition Act, 1988) (as amended in 2016) and rules made there under.
ii. (a) Physical verification of inventories has been conducted by management at reasonable intervals. No material discrepancies were noticed.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been sanctioned working capital limits in excess of ^5 crore, in aggregate, from banks or financial institutions on the basis of security of current assets during the year. Accordingly, reporting under clause 3(ii)(b) of the Order is not applicable.
iii. In respect of investments made in, companies, firms, Limited Liability Partnerships, and unsecured loans granted to other parties:
(a) The Company has not provided any loans or advances in the nature of loans or stood guarantee, or provided security to any other entity during the year, and hence reporting under clause 3(iii)(a) of the Order is not applicable.
(b) In our opinion, the investments made and the terms and conditions of the grant of loans,during the year are, prima facie, not prejudicial to the Companys interest.
(c) The Company has not provided any loans or advances in the nature of loans, during the year, and hence reporting under clause 3(iii)(c) of the Order is not applicable.
(d) The Company has not provided any loans or advances in the nature of loans, during the year, and hence reporting under clause 3(iii)(d) of the Order is not applicable.
(e) The Company has not provided any loans or advances in the nature of loans, during the year, and hence reporting under clause 3(iii)(e) of the Order is not applicable.
(f) The Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment during the year. Hence, reporting under clause 3(iii)(f) is not applicable.
iv. The Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted, investments made and guarantees and securities provided, as applicable.
v. The Company has not accepted any deposit or amounts which are deemed to be deposits. Hence,reporting under clause 3(v) of the Order is not applicable.
vi. Pursuant to the rules made by the Central Government of India, the company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not made a detailed examination of the records with a view to determine whether they are accurate or complete.
vii. In respect of statutory dues:
a. In our opinion, the Company has generally been regular in depositing undisputed statutory dues, including Goods and Services tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.
b. According to the information and explanations given to us, there is no statutory dues referred to in sub-clause (a) that have not been deposited on account of any dispute except following : (if applicable) :
| Name of the Statute | Nature of t he Dues | Amount (Rs.) | Period to which the amount relates | Forum where Dispute is lending | Remarks, f Any |
| Income Tax Act, 1961 | Demand | 21,38,246 | 2017 18 | CIT (A) | |
| Income Tax Act. 1961 | Demand | 30,19,697 | 2017 18 | CIT (A) |
viii. There are no transactions relating to previously unrecorded income that have been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.ix. (a) According to the records of the Company examined by us and the information and explanation given to us, the company has not defaulted in repayment of loans or borrowings to any bank. Further, there were no dues payable to financial institution or Government or debenture holders as at Balance Sheet date.
(b) The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.
(c) According to the records of the Company examined by us and the information and explanation given to us, the term loans obtained by the Company have been applied for the purpose for which the loans were obtained.
(d) On an overall examination of the financial statements of the Company, funds raised on short- term basis have, prima facie, not been used during the year for long-term purposes by the Company.
(e) The Company does not have any subsidiary, associate or joint venture. Hence, reporting under clause 3(ix) (e) of the order is not applicable.
(f) The Company does not have any subsidiary company, associate or joint ventures during the year and has not raised loans during the year on the pledge of securities held in its subsidiaries, associates and joint ventures.
x. (a) The company has raised money by way of Initial public offer (IPO) amounting Rs 1950 Lakhs wherein it has issued 13,09,000 equity shares of Rs.10/- each at issue price of Rs.149 each on dated September 8, 2025. The funds so raised have been applied for the purpose for which they were raised. Unutilized amount of Rs. 440 Lakhs as at March 31, 2026 has been temporarily parked in fixed deposit with bank.
| Object of the issue as per prospectus | Amount disclosed in the offer documents # | Utilisation up to 31 st March, 2026 | Un-utilsed amount as at 31 st March, 2026 $ |
| Working Capital Requirement of the Company | 950.00 | 950.00 | 0.00 |
| To fund the expansion plan of the Company i.e. Capital expenditure towards purchase of Plant and Machinery. | 440.00 | 0.00 | 440.00 |
| Partial Pre payment of term loans | 132.00 | 132.00 | 0.00 |
| General Corporate Purposes | 278.51 | 278.51 | 0.00 |
| Total | 1,800.51 | 1360.51 | 440.00 |
(b) The Company has not made any preferential allotment or private placement of shares or fully, partially or optionally convertible debentures during the year under audit.
xi. (a) No fraud by the Company and no material fraud on the Company has been noticed or reported during the year.
(b) No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.
(c) We have taken into consideration the whistle blower complaints received by the Company during the year (and up to the date of this report), while determining the nature, timing andextent of our audit procedures.
xii. The Company is not a Nidhi Company and hence reporting under clause (xii) of the
Order is not applicable.
xiii. In our opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 with respect to applicable transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by theapplicable accounting standards.
xiv. In our opinion and based on our examination, according to the size and nature of the business, the company has established the internal audit system as per the provision of section 138 of Companies Act, 2013. Further, we have considered the internal audit report issued to the company by the internal auditor for the year ended 31st March,
2026.
xv. In our opinion during the year the Company has not entered into any non-cash
transactions with its Directors or persons connected with its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.
xvi. (a) In our opinion, the Company is not required to be registered under section 45-IA of
the Reserve Bank of India Act, 1934. Hence, reporting under clause 3(xvi)(a), (b) and (c) of the Order is not applicable.
(b) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.
xvii. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.
xviii. There has been no resignation of the statutory auditors of the company during the year.
xix. On the basis of ratios, ageing and other information, nothing has come to our attention causing us to believe that the Company is not capable of meeting its liabilities as and when due within one year.
xx. (a) There is no unspent amount under sub-section (5) of Section 135 of the Act pursuant
to any project. Accordingly, reporting under clause 3(xx)(a) of the Order is not applicable.
(b) There is no unspent amount under sub-section (5) of section 135 of the Companies Act. Accordingly, reporting under clause 3(xx)(b) of the Order is not applicable.
xxi. The provisions relating to preparation of Consolidated Financial Statements are not applicable to the Company during the year. Therefore, reporting under clause 3(xxi) of the order is not applicable to the Company.
For Singhal Gupta & Co.LLP
Chartered Accountants
ICAI Firm Registration Number : 004933C/C400028
Chetan Singhal
Partner
| Membership Number: 420018 | |
| Place | : Meerut |
| Date | : May 28 th , 2026 |
| UDIN | : 26420018QZKKIF6146 |
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
Download The App Now
Follow us on
2026, IIFL Capital Services Ltd. All Rights Reserved
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.
