Rajdarshan Industries Ltd Management Discussions

INDUSTRY STRUCTURE AND DEVELOPMENTS

The Companys business primarily comprises trading in Quartz Grit, Powder and related consumables, along with other raw material trading activities, supported by an investment portfolio. India continues to be among the leading global producers and exporters of quartz, with Rajasthan remaining the largest quartz-producing state in the country. Demand for quartz-based products continues to be driven by the construction, ceramics, foundry and glass industries, and, increasingly, by electronics and solar applications that require high-purity quartz.

FY 2025-26 was a challenging year for the Companys trading operations, with revenue from operations at Rs. 57.38 lakh as against Rs. 157.28 lakh in the previous year, reflecting lower trading volumes during the year. The Company continues to closely track demand trends across its key end-user segments and remains focused on rebuilding volumes in the year ahead.

Looking forward, the Company remains committed to exploring new avenues of growth, including diversification of product offerings and entry into select markets, while remaining mindful of evolving global trade dynamics affecting the wider quartz industry. With a sound financial base and a clear strategic roadmap, the Company will continue to focus on rebuilding trading volumes and creating long-term value for its stakeholders.

DISCUSSION ON FINANCIAL PERFORMANCE

This aspect is dealt with in detail in the Directors Report.

THREATS AND OPPORTUNITIES

FY 2025-26 was a year of subdued trading activity for the Company, with lower volumes in its raw material trading segment as compared to the previous year. The Companys ability to leverage its supply chain relationships and long-standing client base remains a key strength as it works towards rebuilding volumes in the coming year.

The Quartz segment of the broader industry continued to see growing domestic demand, with rising adoption of quartz-based products in housing, commercial and interior applications. During the year, the imposition of steep US safeguard tariffs (up to 50%) on engineered quartz surface products from India emerged as a significant headwind for the export-oriented, value-added segment of the Indian quartz industry, particularly manufacturers of finished quartz slabs and surfaces concentrated in Gujarat, Rajasthan and Telangana. While the Companys own business is centred on the domestic Quartz Grit, Powder and raw material trading segments rather than finished export-oriented products, a slowdown in the export-linked segment of the value chain could have an indirect moderating effect on overall demand within the Rajasthan quartz-processing ecosystem, and the Company continues to monitor this development closely.

The Companys investment portfolio, while providing a stable base of other income through interest and dividends, remains exposed to market-linked fair value fluctuations, as reflected in the unrealised diminution recognised through Other Comprehensive Income during the year. The Company continues to review its investment strategy with a view to balancing risk and return.

Looking ahead, the Company remains focused on rebuilding trading volumes, exploring value-added product offerings, and evaluating new markets. With a debt-free balance sheet and an agile approach, the Company is confident of capitalizing on opportunities such as continued domestic construction and infrastructure activity and the growing use of high-purity quartz in electronics and solar applications, while remaining watchful of near-term headwinds affecting the broader industry.

INTERNAL CONTROL SYSTEMS

The Company strongly believes that robust Internal Control Systems form the backbone of good Corporate Governance, ensuring that managerial freedom is exercised within a framework of well-defined checks and balances.

The Company has in place a sound and adequate internal control system designed to safeguard its assets, ensure their optimal utilization, and maintain the accuracy and reliability of financial reporting. These systems are further strengthened by periodic internal audits carried out by an independent Chartered Accountant, which provide an objective assessment of the Companys internal processes and compliance framework.

The Audit Committee and the Board of Directors review the adequacy and effectiveness of the internal control systems at regular intervals. The Audit Committee, in particular, plays a pivotal role in monitoring internal control mechanisms, risk management practices, and financial disclosures, thereby providing assurance to the Board of Directors and stakeholders on the integrity of the Companys operations.

HUMAN RESOURCES

Effective Human Resource Management is integral to enabling employees to contribute meaningfully towards the Companys growth and the achievement of its organizational goals. During the year under review, there were no major developments on the human resources front. The Company continues to operate as a close-knit team, managed by its Directors along with a small group of dedicated employees who efficiently handle the day-to-day operations.

Looking ahead, the Company remains confident that its focused approach to Human Resource Management will continue to nurture a cohesive and productive workforce, thereby supporting organizational objectives and sustaining a competitive edge in the industry.

CAUTIONARY STATEMENT

Certain statements made in this Management Discussion and Analysis describing the Companys objectives, expectations, projections, estimates, and forward-looking statements may be forward-looking statements within the meaning of applicable laws and regulations. These are based on current assumptions and expectations and are subject to risks, uncertainties, and unforeseen events, which could cause actual results to differ materially from those expressed or implied.

Key factors that may affect performance include downturns in the industry, both globally and domestically, significant changes in the political or economic environment in India, evolving regulatory and international trade requirements including changes in import tariffs imposed by overseas jurisdictions, fluctuations in interest and exchange rates, fluctuations in the market value of the Companys investments, labour relations issues, and other unforeseen challenges.

The Company remains committed to closely monitoring these risks and uncertainties, adapting its strategies as required, and maintaining a proactive approach to safeguard stakeholder interests. While no assurance can be given that forward-looking statements will prove to be accurate, the Company is confident that its sound balance sheet and debt-free status will enable it to pursue its long-term growth objectives effectively.

Corporate Governance Report

[Pursuant to Regulation 34(3) and Schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015]

The Board of Directors present the Companys Report on Corporate Governance pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) as amended for the financial year ended March 31, 2026. This Report forms part of the Directors Report and the same has been prepared on the basis of the provisions of Clause C of the Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

1. Companys Philosophy on code of Governance

The Company recognises the importance of good Corporate Governance, which is a tool for building a strong and everlasting beneficial relationship with the customers, suppliers, bankers and more importantly with the investors. The Company believes that its key decisions must serve the underlying goals of enhancing shareholders value over a sustained period of time, and achieving the definite and measurable performance targets.

In addition to compliance with the regulatory requirements, the Company endeavours to ensure the highest standards of ethical conduct throughout the organization. The Company maintains a comprehensive set of compliance policies and procedures which assist us to comply with the law and conduct our business in an honest, ethical and principled way.

2. The Board of Directors

2.1 Composition of the Board

The Company functions under the supervision and control of the Board of Directors (the Board). The Board formulates the overall strategy and periodically reviews the implementation of the same. Board is diverse comprising of highly experienced individuals and persons with eminent expertise who are entrusted with the responsibility of the Management, directions and performance of the Company. The Company recognizes that an independent, dynamic and well-informed Board is essential to ensure the highest standards of Corporate Governance.

The Directors on the Board are from varied fields with wide range of skills and experience. The non-executive directors including Independent Directors bring statutory and wider perspective in the Boards deliberations and decisions. All the Independent Directors of the Company at the time of their first appointment to the Board and thereafter at the first meeting of the Board in every financial year give a declaration that they meet with the criteria of independence as provided under Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

As on March 31, 2026, the Board comprised of 6 (Six) Directors, 3 of which are Non – Executive Independent Directors (Including One Independent Woman Director), 1 is Non-Executive Director (Promoter) and 2 Executive Director. None of the Directors is a Director in more than 10 Public Limited Companies or acts as an Independent Director in more than 7 Listed Companies. Further, none of the Director acts as a member of more than 10 committees or acts as a chairman of more than 5 committees across all Listed Companies in which he/she is a Director.