Rajasthan Securities Ltd Directors Report

Dear Shareholders,

Your Board of Directors (Board) have pleasure in presenting the 33rd Annual Report on the business and operations of the company, together with the Audited Financial Statement for the Financial year ended 31st March, 2026.

FINANCIAL SUMMARY/ HIGHLIGHTS

The Summarized financial highlights of the Company for the financial year ended 31st March,2026 are as under

(Amount in lacs)

Particulars	For the year ended 31.03.2026	For the year ended 31.03.2025
Income from Operations	6,121.25	0.00
Other Income	7,149.96	823.26
Total Income	13,271.21	823.26
Expenditure	2,758.02	19.88
Profit Before Interest, Depreciation and Tax	10,513.19	803.39
Interest	79.66	0
Depreciation	2.81	-
Profit / (Loss) before tax	10,430.72	803.39
Provision for Taxation	2,331.31	102.00
Profit / (Loss) after Tax	8,099.41	701.39
Balance Carried to Balance Sheet	8,099.41	701.39
Earnings Per Share	10.54	0.91

PERFORMANCE DURING THE YEAR UNDER REVIEW

During the financial year 2025-26, the Company witnessed a significant improvement in its financial performance. The improvement is mainly attributable to the change in the objects of the Company during the year 2025-26, pursuant to which the Company commenced activities in line with its revised objects.

During Financial Year 2025-26, the Company recorded Total Income of 13,271.21 lakhs, compared to 823.26 lakhs in Financial Year 2024-25.

The Profit before Interest Depreciation and Tax (PBT) for the financial year 2025-26 is 10,513.19 lakhs and after providing for interest, depreciation and taxation, the Company reported a Profit After Tax of 8,099.41 lakhs. The company has reported Profit After Tax of 701.39 lakhs in FY 2024-25.

The Earnings Per Share (EPS) increased to 10.54 during FY 2025-26, as against 0.91 in the previous year.

The management believes that the change in the objects of the Company has provided a broader platform for pursuing its revised business activities and has contributed significantly to the improvement in the Companys financial performance during the year under review. The Company remains focused on building sustainable business operations and creating long-term value for its shareholders.

The profit of 8,099.41 lakhs for the year has been carried forward to the Balance Sheet.

1. STATE OF COMPANY AFFAIRS:

The state of your Companys affairs is given under the heading Financial Summary / Highlights of performance of the Company.

2. DIVIDEND

To strengthen the financial position of the Company and to augment working capital, the directors of the company regret to declare any dividend in the financial year under review.

3. RESERVES AND SURPLUS

The current years profit of 8,099.41 Lakhs has been added to the Surplus of 468.67 Lakhs at the beginning of the company. Accordingly, the Surplus aggregates to 8,568.08 Lakhs at the end of the year.

4. FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report.

6. SHARE CAPITAL

Authorized Capital:

During the year under review, there was no change in the Authorized share capital of the Company. The Authorized Share Capital of the Company is 60,00,00,000/- (Rupees Sixty Crore Only) divided into 20,00,00,000 (Twenty Crore) Equity Shares of 3/- (Rupees Three Only) each.

Issued, Subscribed & Paid-Up Capital:

The present Paid-up Share Capital of the Company is 23,06,21,400/- (Rupees Twenty Three Crore Six Lacs Twenty One Thousand and Four Hundred Only) divided into 7,68,73,800 (Seven Crore Sixty Eight Lacs Seventy Three Thousand and Eight Hundred) Equity Shares of 3/- (Rupees Three Only) each.

Utilization of Funds Raised Through Preferential Issue of Equity Shares:

During the year under review, the Company has not raised any funds through preferential issue of equity shares. Accordingly, the disclosure requirements in respect of utilization of such funds are not applicable to the Company.

7. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

The Company has an internal financial Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

The Audit Committee formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, respective head of departmentundertakes necessary actions in their respective areas.

The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively. The Company has in place adequate internal financial controls with reference to financial statements. Such internal financial controls over financial reporting are operating effectively and the Statutory Auditor has also expressed their opinion on the same in the Annexure to the Auditors Report.

8. RISK MANAGEMENT

Risk is an integral part of any business and therefore, Risk Management is an important function that the business management has to perform to ensure sustainable business growth. The Company is exposed to risks arising from fluctuations in securities prices, market volatility, liquidity, concentration of investments, regulatory changes, counter party and settlement risks, and operational and cyber security risks. The Company has an appropriate risk management framework to identify, assess, monitor and mitigate such risks. The management regularly reviews the investment portfolio and market conditions and takes appropriate measures to minimise the impact of identified risks.

Senior management periodically reviews this risk management framework to keep updated and address emerging challenges.

The Board of Director of the company in its meeting held on 12th November,2025 constituted risk management committee to review and assesses significant risks on a regular basis to ensure that there is a robust system of risk controls and mitigation in place.

Risk Management committee constituted as follows:

Sr. No.	Name	Designation
1	Nikhilesh N. Khandelwal	Chairman
2	Arpit Ashok Khemani	Member
3	Jiteshkumar N. Agrawal	Member

9. SECRETARIAL STANDARDS:

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors(SS-1), Secretarial Standard on General Meetings (SS-2), and other applicable secretarial Standard, if any, issued by Institute of Company Secretaries of India.

10. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy (the "WB Policy") with a view to provide vigil mechanism to Directors, Employees and other Stakeholders to disclose instances of wrongdoing in the workplace and report instances of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The WB Policy also states that this mechanism provides for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The WB Policy has been posted on the website of the Company and the details of the same are provided in the Report on Corporate Governance forming part of this Annual Report.The same is reviewed by the Audit Committee from time to time. No concerns or irregularities have been reported by employees/directors till date.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure-I"

12. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules made thereunder, the Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace, which reflects the Companys zero-tolerance approach towards any act of sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under the said policy. During the financial year under review, the Company has not received any complaint of Sexual Harassment from employees at Workplace.

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules made thereunder, the Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace, which reflects the Companys zero-tolerance approach towards any act of sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under the said policy. During the financial year under review, the Company has not received any complaint of Sexual Harassment from employees at Workplace.

The Company has constituted the Internal Complaints Committee and has complied with all the provisions of Constitution of Committee for workplace to redress and resolve any complaints arising under the POSH Act. Training / awareness programs are conducted during the year to create sensitivity towards ensuring respectable workplace.

The Company has a Prevention of Sexual Harassment Policy in force in compliance with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The objective of this Policy is to ensure a safe, secure and congenial work environment where employees deliver their best without any inhibition, threat or fear. The Company has Zero Tolerance to any form of harassment especially if it is sexual in nature. The complaints filed under the Policy are reported to the Audit Committee at its quarterly meetings with details of action taken thereon.

13. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company affirms that it is in compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to fostering a supportive and inclusive work environment, and ensures that all relevant policies and practices are regularly reviewed and aligned with the applicable statutory requirements.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Retire by Rotation and subsequent Re-appointment :

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with the Articles of Association of the Company, Mrs. Deepa Kishor Piplikar (DIN: 07941295), Non Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible has offered herself for re-appointment.

The Boards of Directors recommends her re-appointment at Item No. 2 of the Notice Calling 33rdAnnual General Meeting for consideration of the Shareholders.

The brief resume and other details relating to Mrs.Deepa Piplikar who is proposed to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in the annexure to the Notice calling 33rd Annual General Meeting.

b. Appointment

Pursuant to the recommendation of Nomination and Remuneration Committee ("NRC") the Board has considered and approved the following :

i) Appointment of Mr. Jiteshkumar N. Agrawal (DIN: 09457707) as Additional Non-Executive Independent Director Mr. Jiteshkumar N. Agrawal (DIN: 09457707) was appointed as an Additional Director in the capacity of Non-Executive Independent Director of the Company by the Board of Directors at its meeting held on 7thOctober, 2025, for a term of five (5) consecutive years commencing from October 7, 2025, and ending on October 6, 2030, subject to approval of the Members by way of a Special Resolution.

The appointment of Mr. Jiteshkumar N. Agrawal was subsequently approved by the Members of the Company by way of a Special Resolution at the ExtraOrdinary General Meeting held on 6 January, 2026. Accordingly, his appointment as a Non-Executive Independent Director of the Company was duly approved and regularised in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has duly complied with the applicable provisions of Section 149 of the Companies Act, 2013, and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in connection with the appointment of Mr. Jiteshkumar N. Agrawal.

The Independent Director so appointed by the Board is a person of integrity and possesses the requisite expertise, experience and proficiency as prescribed under the applicable provisions of the Companies Act, 2013 and the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015."

ii) Appointment of Mr. Ravindra Maloo(DIN: 09417562) :

Appointment of Mr. Ravindra Maloo (DIN: 09417562) as an Additional Director (Non-Executive Director) of the Company, for a period of Five (05) consecutive years commencing from August 13, 2026, subject to the approval of shareholders of the Company in the ensuing Annual General Meeting

A resolution seeking members approval for his appointment as a Non-Executive Director forms a part of the Notice convening the 33rd Annual General Meeting of the Company and the same is recommended for theapproval of Members.

c. Resignation:

Mr. Tirth Tapan Mazumdar (DIN: 07891495) resigned as a Non- Executive Independent Director of the Company with effect from October 7,2025 due to pre occupation and other personnel commitments.

d. Directors and Key Managerial Personnel:

The Directors and Key Managerial Personnel of the company as on 31.03.2026 are as follows:

1.	Nikhilesh Narendrakumar Khandelwal	- Managing Director& CEO
2.	Arpit Ashok Khemani	- Non Executive Independent Director
3.	Deepa Kishor Piplikar	- Non Executive Women Director
4.	Jiteshkumar N. Agrawal	- Non Executive Independent Director
5.	Prashant Soni	- Chief Financial Officer
6.	Neha Jain	- Company Secretary & Compliance Officer

Meeting of Board of Directors

During the year under the review, eight (8) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made thereunder. Details of Board and Committee meetings held during the year are given in the Corporate Governance Report.

Board and Audit Committee Meetings:

During the FY 2025-26, the following Eight(8) Board Meetings and Seven (7)Audit Committee Meetings were held on:

Board Meeting	Audit Committee Meeting
07/05/2025	07/05/2025
30/05/2025	30/05/2025
13/08/2025	13/08/2025
07/10/2025	07/10/2025
12/11/2025	12/11/2025
08/12/2025	13/02/2026
13/02/2026	23/02/2026
23/02/2026	-

Time gap between any two meetings was not more than one hundred twenty (120) days. The full details of the said meetings are given in the Report on Corporate Governance forming part of this Annual Report.

Committees of the Board:

There are currently Five Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

Details of all the Committees along with their terms of reference, composition and meetings held during the year, are provided in the "Report on Corporate Governance", as a part of this Annual Report.

Audit Committee

Details of Composition of Audit Committee are covered under Corporate Governance Report annexed with this report and forms part of this report. Further, during this year all the recommendations of the Audit Committee have been accepted by the Board.

Appointment criteria and qualifications:

? The Nomination and Remuneration Committee shall identify and ascertain the integrity, qualifications, expertise and Experience of the person for appointment as

Director, Key Managerial Personnel ("KMP") or at Senior Management level and recommend the same to the Board for appointment, if found suitable;

? A person should possess adequate qualifications, expertise and experience for the position he/ she is considered for appointment. The Committee has discretion to decide whether qualifications, expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position; and

? The Company shall not appoint or continue the employment of any person as Managing Director/ Whole time Director who has attained the age of seventy years, provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice or such motion indicating the justification for extension of appointment beyond seventy years.

Meeting of Independent Directors:

? There should be at least one meeting of Independent Directors in a year, without the attendance of non-independent Directors and members of the Management.

Independent Directors in their meeting

? Review the performance of non-independent Directors including Managing Director & CEO and the Board as a whole;

? Review the performance of the Chairperson of the Company, taking into account the views of executive Directors and Non-executive Directors; and

? Assess the quality, quantity and timeliness of the flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Independent Directors of the Company met on 13/02/2026 during the year, review details of which are given in the Corporate Governance Report.

Policy of Directors Appointment and Remuneration

Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered under Nomination and Remuneration Policy.

Policy of payment to Non - Executive Director is available on the website of company at www.rsl.in .

15. BOARD EVALUATION

(i) Performance Evaluation of the Independent Directors and Other Individual Directors:

The performance of the Independent Directors as well as Individual Directors including the Chairman of the Board were evaluated based on the evaluation criteria laid down under the Nomination and Remuneration Policy and the Code of Conduct as laid down by the Board.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees, and individual directors were also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

(ii) Performance Evaluation of Executive Director:

The performance of the Managing Director & CEO is evaluated on the basis of achievement of performance targets/ criteria given to them by the Board from time to time.

(iii) Performance Evaluation by the Board of its own performance and its Committees:

The performance of the Board is evaluated by the Board in the overall context of understanding by the Board of the Companys principle and values, philosophy and mission statement, strategic and business plans and demonstrating this through its action on important matters, the effectiveness of the Board and the respective Committees in providing guidance to the management of the Company and keeping them informed, open communication, the constructive participation of members and prompt decision making, level of attendance in the Board meetings, constructive participation in the discussion on the Agenda items, monitoring cash flow, profitability, income & expenses, productivity & other financial indicators, so as to ensure that the Company achieves its planned results, effective discharge of the functions and roles of the Board etc. The performance of the Committees is evaluated by the members of the respective Committees on the basis of the Committee effectively performing the responsibility as outlined in its Charter, Committee meetings held at appropriate frequency, length of the meetings being appropriate, open communication & constructive participation of members and prompt decision-making, etc.

iv) Evaluation of Individual and Independent Director

Annual Performance Evaluation

The Board carries out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its committees. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc. and the performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc

In a separate meeting of independent directors, performance of non-independent directors, the chairman of the Company and the board as whole was evaluated, taking into account the views of executive directors and non-executive directors. The Board reviewed the performance of individual directors on the basis of criteria laid by Nomination & Remuneration such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

In the board meeting that followed the meeting of the independent directors, the performance of the board, its committees, and individual directors was also discussed. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the requisite declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the rules made thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed compliance with the provisions of Schedule IV to the Act as well as the Companys Code of Conduct.

Further, in compliance with the provisions of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the Independent Directors have confirmed their registration with the Independent Directors Data Bank maintained by the Indian Institute of Corporate Affairs (IICA) for a period of one year / five years / lifetime, as applicable, and that there has been no change in the circumstances affecting their status as Independent Directors during the year under review.

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013 the Board of Directors hereby confirms that:

i. In the preparation of the annual accounts of the Company for the year ended March 31, 2026, the applicable Accounting Standards had been followed and there are no departures;

ii. Accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2026 and of the profit of the Company for that year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and detecting fraud and other irregularities;

iv. Annual accounts for the year ended March 31, 2026 have been prepared on a going concern basis.

v. Proper Internal financial controls are in placed in the Company and such internal financial controls are adequate and operating effectively.

vi. Proper Systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

18. STATUTORY AUDITOR AND AUDITORS REPORT

Statutory Auditor

M/s. Rahul S Gupta & Associates, Chartered, Accountants, Nagpur (Membership Number 133745), who were appointed as the Statutory Auditors of the Company in the 31st Annual General Meeting of the Company, have tendered their resignation on 14th August,2025, for the FY 2025-26 onwards. The resignation has been submitted on ethical grounds, as the firm is presently undergoing the process of obtaining a Peer Review Certificate from the Institute of Chartered Accountants of India (ICAI). As per the regulatory framework under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, such certification is mandatory for firms conducting statutory audits of listed entities.

In accordance with Regulation 30 read with Schedule III of the SEBI (LODR) Regulations, 2015, and Section 140(2) of the Companies Act, 2013, the Company has made appropriate disclosures to the stock exchanges.

The resigning auditors have confirmed that there are no concerns, disputes, or qualifications connected with their resignation and that the decision was purely due to procedural delays in obtaining the required Peer Review Certificate from ICAI.

The Board of Directors, at its meeting held on 13th August, 2025 and concluded on 14th August, 2025 noted and accepted the resignation, and placed on record its sincere appreciation for the professional services rendered by M/s. Rahul S Gupta & Associates, Chartered Accountants, Nagpur (Membership Number 133745) during their tenure.

In view of the above, the Company has initiated the process for appointment of new Statutory Auditors in accordance with the provisions of Sections 139 and 140 of the Companies Act, 2013 and other applicable laws.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s. Sanjay Chindaliya & Company, Chartered Accountants (Firm Registration No. 114779W), Nagpur, were appointed as the Statutory Auditors of the Company by the Members at the 32nd Annual General Meeting held on September 26, 2025, for a term of five consecutive years.

Accordingly, the Statutory Auditors shall hold office from the conclusion of the 32nd Annual General Meeting held in 2025 until the conclusion of the 37th Annual General Meeting to be held in the year 2030, subject to the applicable provisions of the Companies Act, 2013.

The Board of Directors places on record its appreciation for the professional services and guidance extended by the Statutory Auditors to the Company.

Independent Auditors Report

The Auditors Report for the year ended March 31, 2026 on the financial statements of the Company is a part of this Annual Report. The notes on Financial Statements referred in the Annual Report are self-explanatory and do not call for any further comments.

The Auditors Report for the financial year 2025-26 does not contain any qualification, reservation or adverse remark.

Reporting of Frauds

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

Secretarial Audit, Auditors and Secretarial Auditors Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in the 32nd Annual General Meeting of the company, M/s. Rupa Gupta, Practicing Company Secretary (Membership No. F12465, Peer review Certificate No. 12013WB1001500), appointed as the Secretarial Auditor of the Company for the term of five consecutive financial year from 2025-26 to 2029-30.

The Secretarial Audit Report for the financial year ended 31st March,2026 under the Act read with rules made thereunder and regulation 24A of SEBI LODR regulations, in Form MR-3, as issued by the Secretarial Auditor, is annexed herewith as Annexure - III and forms an integral part of this Report. The Report confirms that the Company has complied with the applicable provisions of the Companies Act, 2013, SEBI Regulations, and other applicable laws. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer.

Cost Audit Report

The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company. Accordingly, maintenance of cost records and audit thereof is not required for the financial year 2025-26.

Internal Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the Company on quarterly basis by CA Omprakash Agrawal, the Internal Auditor of the Company

There were no adverse remarks or qualifications on accounts of the Company from the Internal Auditors. The Board of Directors of the Company has appointed M/s G G RANDAD & CO, FRN 108623W to conduct the Internal Audit as per Rule 13 of the Companies (Accounts) Rules, 2014 prescribed under Section 138 of the Companies Act, 2013 for the financial year 2026-27.

19. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiary, associate and Joint Venture company as on 31.03.2026.

Since Company does not have any subsidiary, Associate and Joint Venture company as on 31.03.2026, Preparation of consolidation of account is not applicable to the company.

20. RELATED PARTY TRANSACTIONS

All the contracts/arrangements/transactions entered by the Company with the related parties during the financial year 2025-26 were in the ordinary course of business and on an arms length basis as disclosed in the financial statements and were reviewed and approved by the Audit Committee. The details of related party disclosure form a part of the notes to the financial statements provided in the annual report.

In terms of Regulation 23 of the SEBI Listing Regulations, your Company submits details of related party transactions as per the format specified in the relevant accounting standards to the stock exchanges on a half-yearly basis.

Related party transaction entered by the Company in Form AOC-2 is provided as

Annexure -II.

21. DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER

THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the year under review, no Corporate Insolvency Resolution Process/ proceedings were initiated by / against the company under Insolvency and Bankruptcy Code, 2016.

22. 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:

The disclosure is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions during the year.

23. INSURANCE

All the Properties of the Company are adequately insured, if any.

24. PARTICULARS OF EMPLOYEES

The information required under section 197 of the Act and rules made there-under with subsequent amendments thereto, in respect of employees of as shown below:

a. Employed throughout the year and in receipt of remuneration aggregating to Rs.1,02,00,000/- or more - Nil

b. Employed for part of the year and in receipt of remuneration of Rs.8,50,000/- or more per month - Nil

25. MANAGERIAL REMUNERATION

Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (with subsequent amendments thereto) is annexed with this report and forms part of this report as "Annexure-IV"

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has disclosed the full particulars of the loans given, Investments made, Guarantees given or Securities provided as covered under the provisions of Section 186 of the Companies Act, 2013, in the notes to the Financial Statements forming a part of this Annual Report.

27. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. Board of Directors and the designated employees have confirmed compliance with the Code.

The Company has adopted and amended its Code of Conduct for Prevention of Insider Trading w.e.f. April 1, 2019 pursuant to Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018. All Board Directors and the designated employees have confirmed compliance with the Code.

28. GREEN INITIATIVE

The Ministry of Corporate Affairs had taken the Green Initiative in Report on Corporate Governance by allowing paperless compliances by Companies through electronic mode. Your Company supports the Green Initiative and has accordingly decided to send necessary communications to its Shareholders to their respective registered E-mail addresses. Your Company appeals its Shareholders, who are yet to register the E-mail addresses that they take necessary steps for registering the same so that you can also become a part of the initiative and contribute towards a Greener environment.

29. CORPORATE GOVERNANCE

Your company reaffirms its commitment to good corporate governance practices. The company complies with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Report on Corporate Governance which forms a part of this Report has been annexed herewith as "Annexure-V"

In terms of Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance along with a certificate from the auditors confirming compliance is annexed and forms part of the Annual Report.

The Managing Director cum Chief Executive Director and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

30. GENERAL SHAREHOLDER INFORMATION

General Shareholder Information is given in Report on Corporate Governance forming part of the Annual Report.

31. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) are applicable to the Company. The Company remains committed to fulfilling its CSR responsibilities and contributing meaningfully towards activities that promote social welfare and community development.

During the year under review, the Company contributed Rs.4.33 lakh towards eligible CSR activities in accordance with the provisions of Section 135 and the activities specified under Schedule VII of the Companies Act, 2013. The Company takes pride in supporting such initiatives and believes that contributing towards the well-being of society is an important part of its responsibility as a corporate citizen.

The Company has fully discharged its statutory CSR obligation of Rs.4.33 lakh for the year and remains committed to continuing its efforts towards socially beneficial initiatives in the years ahead.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The core business of the company is Trading in securities and other trading. The management discussion and analysis given below discusses the key issues of the Trading and service sector. The Report on Management Discussion and Analysis which forms a part of this Report has been annexed herewith as "Annexure-VI".

33. LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 526873 & security id: RAJSEC. The Company confirms that the annual listing fee to the stock exchange for the financial year 2026-27 has been paid.

34. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years. Therefore, there were no funds which were required to be transferred to investor Education and Protection Fund (IEPF).

35. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS

No significant or material orders have been passed by the Regulators, Courts or Tribunals, which impacts the going concern status and companys operations in future.

36. ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration)Rules, 2014 are placed on the website of the Company and is accessible at www.rsl.in

37. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

The Company has a constant focus on attracting, developing and retaining talent. We believe that our employees are our key strength, and their development and well-being is crucial to sustaining organizational success.

The Company recognizes that the Employees are the most valuable resource and endeavors to empower its employees to meet business excellence while meeting their career aspirations. It continues to focus on progressive employee relation, policies and building high performance culture with the growth mindset where employees are engaged, productive and efficient. Industrial relations were cordial throughout the year.

38. CYBER SECURITY

The Company has a comprehensive policy on data privacy. The Company is committed to providing the highest level of protection regarding the processing of its employees, vendors and customers personal data based on applicable data protection laws and regulations. During the year under review, there were no reported instances of issues regarding cyber security, data privacy of customers or product recalls.

We have adhered to best practices in security. Efforts are in place to continually strengthen the quality assurance system and to improve delivery timelines. In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

39. INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013

The information required pursuant to rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this report.

? Familiarization Program of the Independent Directors

Periodic presentations are made by Senior Management, Statutory and Internal Auditors at the Board/Committee meetings on business and performance updates of the Company, global business environment, business risks and its mitigation strategy, impact of regulatory changes on strategy etc. Updates on relevant statutory changes encompassing important laws are regularly intimated to the Independent directors.

? Cautionary Statement

Management Discussion and Analysis forming part of this Report is in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and such statements may be "forward-looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

? Annexure to this Report

The following are the annexure to this report:

I. Conservation of energy, technology absorption, Research and development and foreign exchange earnings and outgo in Annexure -I. ii. Form AOC - 2 in Annexure - II. iii. Secretarial Audit Report (Form MR-3) in Annexure -III.

iv. Annual Secretarial Compliance Report as per SEBI LODR Regulation - IIIB v. Particulars of Remuneration in Annexure -IV vi. Corporate Governance Report in Annexure-V vii. Management Discussion And Analysis Annexure -VI

AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY

No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the Management or Control of the Company or impose any restriction or create any liability upon the Company.

ACKNOWLEDGMENT

The Board of Directors places on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members during the year under review.

	On behalf of the Board of Directors
	Rajasthan Securities Limited
	(Formerly known as Rajasthan Gases Limited)
	Sd/-	Sd/-
	Nikhilesh Khandelwal	Deepa Kishor Piplikar
	Managing Director	Director
	DIN : 06945684	DIN : 07941295
Place: Nagpur
Dated: 13/08/2026