Dear Members,
The Directors are pleased to present 45th Annual Report of Rajkamal Synthetics Limited (the Company) along with the audited financial statements for the Financial Year ended March 31, 2026.
1. FINANCIAL PERFORMANCE OF THE COMPANY
The Companys Financial Performance for the year ended March, 2026 is summarized below: (Amount in Lakhs)
| Particulars | Standalone | Consolidated | ||
| For the year ended 31 st March | For the year ended 31 st March | |||
| 2026 | 2025 | 2026 | 2025 | |
| Revenue from Operation | 569.20 | 206.59 | 1099.18 | 206.59 |
| Other Income | 3.28 | 0.07 | 11.50 | 0.07 |
| Total Income | 527.47 | 206.66 | 1110.67 | 206.66 |
| Cost of Material Consumed | - | - | - | - |
| Purchases of stock-in-trade | 498.67 | 165.92 | 1245.58 | 165.92 |
| Changes in inventories of finished goods, WIP and Stock-in-trade | (7.48) | (22.40) | (234,21) | (22.40) |
| Employees Benefit Expense | 19.20 | 10.60 | 20.45 | 10.60 |
| Finance Cost | 0.01 | 2.31 | 0.01 | 2.31 |
| Depreciation and Amortization Expense | 7.53 | 0.86 | 7.53 | 0.86 |
| Other Administrative Expenses | 21.69 | 22.52 | 33.98 | 22.52 |
| Profit/Loss Before Tax (PBT) | 32.85 | 26.85 | 37.34 | 26.85 |
| Tax Expenses | ||||
| Profit After Tax (PAT) | 25.70 | 22.04 | 27.61 | 22.04 |
| Share in (loss)/profit of associates | 25.70 | 22.04 | 27.61 | 22.04 |
| Profit After Tax (Share in associates) | 0.34 | 0.25 | 0.34 | 0.25 |
| Items that will not be reclassified to Profit & Loss | 26.04 | 22.29 | 27.95 | 22.29 |
| Total Comprehensive Income for the year | 26.04 | 22.29 | 27.95 | 22.29 |
| PBT Ratio | 6.22 | 12.99 | 3.36 | 12.99 |
| PAT Ratio | 4.87 | 10.66 | 2.48 | 10.66 |
2. RESULTS OF OPERATIONS AND STATE OF COMPANYS AFFAIRS
The key highlights pertaining to the business of the Company for the financial year ended March 31, 2026 are given below:
Standalone:
The standalone operating revenue, including other income of the Company for the year under review, was Rs. 572.47 lakhs against Rs. 206.66 lakhs in the previous year which in the opinion of the Directors is satisfactory. Standalone net profit after tax for the year under review stood at Rs. 25.70 lakhs as against net profit after tax of Rs. 22.04 lakhs in the previous year. The revenues have grown by 177.01% and the overall growth is of 282% compared to losses of previous year to profit of current year.
Consolidated:
The consolidated operating revenue including other income of the Company for the year under review was Rs. 1,110.67 lakhs as against Rs. 206.66 lakhs in the previous year which in the opinion of the Directors is satisfactory. Consolidated net profit after tax for the year under review stood at Rs. 27.61 lakhs as against net profit after tax of Rs. 22.04 lakhs in the previous year. The revenues have grown by 437.43% and overall growth is of 282% compared to losses of previous year to profit of current year. The financial performance is discussed in detail in the Management Discussion and Analysis Report which is presented in a separate section forming part of the Directors Report.
3. CHANGE IN NATURE OF BUSSINESS, IF ANY
During the year under review, there is no change in the nature of business of the Company and the Company continues to concentrate on its own business.
4. ANNUAL RETURN
As per requirements of section 92(3) of the Companies Act, 2013, (hereinafter referred as the Act) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, including any statutory modifications/amendments thereto for the time being in force, the Annual Return for the financial year 2025-2026 is available on the website of the Company i.e. www.rajkamalsynthetics.com
5. DIVIDEND AND RESERVES
With a view to conserve reserves, your Directors do not recommend any Dividend for the Financial year ended March 31, 2026.
6. SHARE CAPITAL
As on March 31, 2026 the issued, subscribed and paid up capital of the company stood at Rs. 6,60,20,000 (Rupees Six Crore Sixty Lakh Twenty Thousand only) divided into 66,02,000 (Sixty-Six Lakhs Two Thousand) equity shares of Rs 10/- (Rupees Ten only) as compared to Share Capital of previous Financial Year i.e. 2024-25 of Rs.6,60,20,000 (Rupees Six Crore Sixty Six Lakh Twenty Thousand only) divided into 66,02,000 (Sixty Six Lakhs Two Thousand) equity shares of Rs 10/- each (Rupees Ten only).
7. LISTING OF SECURITIES AND ANNUAL LISTING FEES
All the equity shares of the Company i.e., 66,02,000 equity shares are listed on BSE Ltd. (BSE). The script code of the Company at BSE is 514028 and ISIN of Company is INE376L01013. The Company has paid the Annual Listing Fees for the year 2026-27 to BSE, where the Companys shares are listed.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition of Board of Directors
As on the date of this Directors Report, your Company has 5 (Five) Directors consisting of 3 (Three) Independent Directors, 1 (One) Woman Director, 2 (Two) Executive Directors, including a Managing Director as follows:
| SR. NO. NAME | DIN | DESIGNATION |
| 1. Mr. Ankur Ajmera | 07890715 | Managing Director & Chief Executive Officer |
| 2. Mr. Pankaj Kumar Sacheti | 09821118 | Non-Executive-Independent Director. |
| 3. Mr. Santoshkumar V Bhandari | 10087089 | Non-Executive-Independent Director. |
| 4. Ms. Mumal Kanwar | 10635766 | Executive Director |
| 5. Mr. Atul Kumar Saboo | 10759799 | Non-Executive Independent Director |
Changes in the Board of Directors
During the year 2025-26, there were following changes:
Mr. Arihant Jain has resigned as a Director and Chief Financial Officer in the Company with effect from June 28, 2026.
As on the date of Directors Report, there is no further changes in Board of Directors.
Key Managerial Personnel
As on March 31, 2026, the following personnel are the updated list of KMPs as per the definition under Section 2(51) and Section 203 of the Act:
Mr. Ankur Ajmera: Managing Director & Chief Executive Officer. Ms. Archana Agarwal: Company Secretary.
The performance evaluation of the Independent Directors was completed.
9. NUMBER OF BOARD AND COMMITTEE MEETINGS HELD AND ATTENDANCE OF DIRECTORS:
BOARD MEETINGS:
During the financial year 2025-2026, 7 (Seven) Board Meetings were held on 30-04-2025, 06-05-2025, 18-06-2025, 14-08-2025, 10-11-2025, 02-01-2026 and 02-02-2026. and held in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings. The intervening gap between the meetings was within the period prescribed under the Act and SEBI (Listing Obligations and Disclosures Requirements), Regulations 2015 (hereinafter referred to as the SEBI (LODR), Regulations, 2015).
| Number of Meetings | ||
| Name of Member | Nature of Directorship | Attended/Number of Meetings Held During the Tenure Of 2025-26 |
| Mr. Ankur Ajmera | Managing Director and CEO, Chairman | 7/7 |
| Mr. Santoshkumar V. Bhandari | Non-executive Independent Director | 7/7 |
| Mr. Atul Kumar Saboo | Non-executive Independent Director | 7/7 |
| Ms. Mumal Kanwar | Executive Director | 7/7 |
| Mr. Pankaj Kumar Sacheti | Non-executive Independent Director | 7/7 |
| Mr. Arihant Jain | Director and CFO | 7/7 |
AUDIT COMMITTEE MEETINGS:
A meeting of the Independent Directors of Company convened and held in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Four Audit Committee Meetings were held during the year under consideration. The dates of the said Meetings are 30-04-2025, 14-08-2025, 10-11-2025 and 02-02-2026. The details of composition of the Audit Committee and attendance of the Directors at the Audit Committee Meetings are given below:
| Name of Directors | Position in Committee | Designation | Date of Appointment in the Committee | Number of meetings attended/number of meetings held during the tenure of 2025-26 |
| Mr. Santoshkumar Bhandari | Chairman | Non- executive independent director | June 30, 2023 | 4/4 |
| Mr. Ankur Ajmera | Member | Managing Director & CEO | April 25, 2023 | 4/4 |
| Mr. Pankaj Kumar Sacheti | Member | Non- executive independent director | December 15, 2022 | 4/4 |
| Mr. Atul Kumar Saboo | Member | Non- executive independent director | September 05, 2024 | 4/4 |
NOMINATION AND REMUNERATION COMMITTEE:
One Nomination & Remuneration Committee Meeting were held during the year under consideration on 14-08-2025. The details of composition of the Nomination & Remuneration Committee and attendance of the Directors at the Nomination & Remuneration Committee Meetings are given below:
| Name of Directors | Position in Committee | Designation | Date of Appointment in the Committee | Number of meetings attended/number of meetings held during the tenure of 2025-26 |
| Mr. Santoshkumar V Bhandari | Chairman | Non- executive Independent Director | June 30, 2023 | 1/1 |
| Mr. Pankaj Kumar Sacheti | Member | Non- executive Independent Director | December 15, 2022 | 1/1 |
| Mr. Atul Kumar Saboo | Member | Non- executive Independent Director | September 05,2024 | 1/1 |
STAKEHOLDER RELATIONSHIP COMMITTEE:
One Stakeholder Relation & Share Transfer Committee Meetings were held during the year under consideration. The dates of the said Meetings are 14-08-2025. details of composition of the Stakeholder Relation & Share Transfer Committee and attendance of the Directors at the Stakeholder Relation & Share Transfer Committee Meetings are given below:
| Name of Directors | Position in Committee | Designation | Date of Appointment in the Committee | Number of meetings attended/number of meetings held during the tenure of 2025-26 |
| Mr. Santoshkumar Bhandari | Chairman | Non- executive independent director | June 30, 2023 | 1/1 |
| Mr. Atul Kumar Saboo | Member | Non- executive independent director | September 05, 2024 | 1/1 |
| Mr. Pankaj Kumar Sacheti | Member | Non- executive independent director | December 15, 2022 | 1/1 |
10. DIRECTOR RETIRE BY ROTATION
In accordance with provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Ankur Ajmera, Managing Director and Chief Executive Officer of the Company (DIN: 07890715), retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered herself for reappointment.
11. DECLARATION BY INDEPENDENT DIRECTOR
All Independent Director have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Act read with Regulation 16 of SEBI (LODR), Regulations 2015. In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made there under and SEBI (LODR), Regulations 2015.
12. MEETING OF INDEPENDENT DIRECTOR
As per Para VII (1) of Schedule IV of Section 149 (8) of the Companies Act, 2013, Independent Directors are required to hold at least one meeting without the attendance of Non-Independent Directors and members of management. Accordingly, such meeting of Independent Directors was held on February 02, 2026.
Further, they have included their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of section 150 of the Act read with Rule 6 of the Companies Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Independent Directors transacted the following businesses along with the few other important strategic and policy-related matters:
1. Reviewed the performance of Non-Independent Directors
2. Discussed the Business Continuity plan in the organisation.
3. Discussed the strategic matters of the Company and the current state of the global IT Industry.
13. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:
The Company has a Familiarization Programme which provides Orientation at the time of the appointment of Independent Directors which covers their role and responsibilities, overview of the industry, operations, and business model of the Company. They are provided with copies of the Companys latest Annual Reports, relevant provisions of the SEBI (LODR), Regulations, 2015, the Companies Act, 2013, Code of Conduct prescribed for the Board of Directors, Prevention of Insider
Trading regulations and other internal policies to help them get a broad view of the Companys procedures and practices. During the year, there was no appointment of any new Independent Directors and hence the above orientation programme was not relevant.
The detail of the familiarisation policy is available on the website of the Company at weblink www.rajkamalsynthetics.com .
14. FORMAL ANNUAL EVALUTION OF THE PERFORMANCE OF THE BOARD AND
INDIVIDUAL DIRECTORS.
The Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 stipulate the evaluation of the performance of the Board, its Committees, Individual Directors and the Chairperson.
During the year, the Board of Directors has carried out an annual evaluation of its own performance and individual directors pursuant to a guidance note dated January 5, 2017 released by Securities and Exchange Board of India (SEBI) on the evaluation of the board of directors of a listed company (Guidance Note). The performance of the Board and individual directors 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. In a separate meeting of Independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.
15. DISCLOSURE RELATED RESTRICTION ON PURCHASE BY COMPANY BY OR GIVING OF LOANS FOR PURCHASE OF ITS SHARES:
During the year under review, the Company has not provided any loan or financial assistance to any person for purchase or subscription of shares in the Company as per the provisions of Section 67 of the Act. Hence, no disclosure required to be provided.
16. SUBSIDIARY AND ASSOCIATES COMPANIES
As on March 31, 2026, the Company had three Subsidiary Companies and no Associate or Joint Venture Company.
However, the Company has incorporated two wholly owned subsidiary by making 100 % investment and acquisition wholly by way of subscription of 10,00,000 Equity shares of Rs. 10/- in the company in the name of Eliraluxe Skincare Private Limited as on 18 th June, 2025 and 100 % investment and acquisition wholly by way of subscription of 20,00,000 Equity shares of Rs. 10/- in the company in the name of RKR Mines and Minerals Private Limited as on 6 th May, 2025. The Company has invested in Indoframe Industries Private Limited as on January 02, 2026 by subscribing 15,35,100 Equity Shares of Rs. 10/- each for cash consideration, representing 51% of the post-issue paid-up equity share capital of the said company.
17. DISCLOSURE RELATED TO EMPLOYEE:
The Company pays salary/remuneration to only one employee, Ms. Archana Agrawal (Sarotia), Company Secretary of the Company and hence information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is applicable.
18. COMMITTEES OF THE BOARD
Your Company has required Committees (Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee) as required under the provisions of the Act & rules framed there under and SEBI (LODR), Regulation 2015.
19. SECRETARIAL STANDARD COMPLIANCE
During the year 2025-26, the Company has complied with all applicable secretarial standards issued by the Institute of Company Secretaries of India.
20. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, RESEARCH AND
DEVELOPMENT:
The provisions relating to the disclosure of particulars relating to conservation of energy and technology absorption do not apply to the Company since it is engaged in the business of textile processing activities. The Company had no foreign exchange earnings and outgo during the year. The particulars relating to the Conservation of Energy, Technology Absorption as per Section 134(3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given as below:
A. Conservation of energy-
1. The steps taken or impact on conservation of energy: NIL
2. The steps taken by the company for utilizing alternate sources of energy: NIL 3. The capital investment on energy conservation equipments: NIL
B. Technology absorption-
1. The efforts made towards technology absorption: NIL
2. The benefits derived like product improvement, cost reduction, product development or import substitution: NIL
3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year: NIL
4. The expenditure incurred on Research and Development: NIL
21. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors confirm that; i. In the preparation of the Annual Accounts for the year ended March 31, 2026 the applicable accounting standards have been followed along with proper explanation relating to departures, if any;
ii. The Directors have selected such accounting policies and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date.
iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The Directors had prepared the annual accounts on a going concern basis;
v. The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
22. STATUTORY AUDITORS AND AUDITORS REPORT
M/s ADV & Associates, Chartered Accountant (FRN: 128045W) were re-appointed by the members at the Annual General Meeting held on September 30, 2024 for another period of five years till the conclusion of the AGM to be held in the year 2029.In terms of Section 139 of the Act, as amended by the Companies (Amendment) Act, 2017 notified on May 07, 2018, appointment of Auditors need not be ratified at every Annual General Meeting. Accordingly, the notice convening the ensuing Annual General Meeting will not carry any resolution for ratification of appointment of Statutory Auditors.
The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors. The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee.
The Auditors Report annexed to the financial statements for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.
23. COST AUDIT
Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the financial year under review.
24. SECRETARIAL AUDIT
Pursuant to Section 204 of the Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed K. P. Ghelani & Associates, Practicing Company Secretary, to undertake Secretarial Audit of the Company for the financial year ended March 31, 2026.
The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from K. P. Ghelani & Associates, Practicing Company Secretary, Practicing Company Secretary is attached as an Annexure-I to the Directors Report. There are no qualifications or adverse remarks in the Secretarial Audit Report.
25. EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMAIRS MADE BY STATUTORY/SECRETARIAL AUDITORS:
There are no qualifications, reservations or adverse remarks made by statutory or secretarial auditor in their report for the financial year ended March 31, 2026.
26. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OF THE ACT OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board of Company under Section 143(12) of the Act and Rules framed there under. According to section 197(14) of the Companies Act, 2013, no Director received a commission from the Company and none of the Managing Director/Executive Director were disqualified from receipt of any remuneration or commission from the Company.
27. DISCLOSURE OF COMMISSION:
According to section 197(14) of the Companies Act, 2013, no Director received a commission from the Company and none of the Managing Director/Executive Director were disqualified from receipt of any remuneration or commission from the Company.
28. DISCLOSURE ABOUT DISQUALIFICATION:
None of the Directors of the Company are disqualified u/s 164(2) of the Act.
29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:
During the financial year ended on March 31, 2026, the Company has not given any loan or guarantee or provided security, or made investment pursuant to the provisions of section 186 of the Companies Act, 2013.
30. RELATED PARTY TRANSACTIONS AND POLICY
None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2026 and hence, does not form part of this report. Pursuant to the SEBI Listing Regulations, the resolutions seeking approval of the Members on material related party transactions forms part of the Notice of the ensuing AGM.
31. MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the SEBI (LODR), Regulations, 2015), the Managements Discussion and Analysis is set out in this Directors Report. Managements Discussion and Analysis Report provides details of the overall industry structure, developments, performance and state of affairs of the Companys various businesses.
32. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provision of Schedule VII of the Companies Act, 2013 read with Companies Corporate Social Responsibility Policy Rules, 2014 are not applicable to the Company during the year under review.
33. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES
There are no agreements impacting management or control of the Company or imposing any restriction or create any liability upon the Company which require disclosure under Clause 5A of Para A of Part A of Schedule III of the SEBI (LODR)Regulations 2015.
34. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Company has adopted a Code of Conduct for the Board of Directors and Senior Management Personnel to ensure that the business of the Company is conducted with the highest standards of ethics and values in accordance with the applicable laws, regulations and rules and is critical to the success of the Company. The Code is available on the Companys website at www.rajkamalsynthetics.com
35. DEPOSITS:
During the year under review, the Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2026 falling within the meaning of Section 73 of the Act and the Companies (Acceptance or Deposits) Rules, 2014.
36. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, there have been NIL foreign exchange earnings in the Company. There has been no foreign exchange outgo during the year and previous year.
37. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM
THE END OF FINANCIAL YEAR AND TILL THE DATE OF SIGNING OF REPORT:
As on the date of Directors Report, there are no material changes from the end of Financial Year till the date of signing the report.
38. ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources. The Company is committed to continuously take further steps to provide a safe and healthy environment.
39. REVISION OF FINANCIAL STATEMENTS
According to section 131 (1) of the Act, Company is not required to revise the financial statement.
40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING GOING CONCERN AND COMPANYS OPERATION.
There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.
41. NOMINATION AMD RENUMERATION POLICY
In accordance with Section 178 of the Companies Act, 2013 and the SEBI LODR Regulations the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The remuneration and nomination policy has been posted on the website of the Company ( www.rajkamalsynthetics.com ).
42. WHISTLE BLOWER AND VIGIL MECHANISM
In terms of Section 177 of the Act and Regulation 22 of the SEBI (LODR) Regulations, 2015, Company have established a vigil mechanism for the Directors and employees. The Whistle Blower Policy is framed for carrying out investigation, to conduct the enquiry in fair and unbiased manner, to ensure that complete factfinding exercise has been undertaken and provide a channel to the Directors and employees to report genuine concerns or suspected fraud.
43. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. During the year under review, there were no cases filed or reported pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
44. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
Pursuant to Regulation 34 of SEBI (LODR), Regulations, 2015, disclosures regarding environment, social and governance thereof is not applicable to the Company.
45. CORPORATE GOVERNANCE REPORT:
The provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance Report are presently not applicable to the Company as Paid up Equity Share Capital of the Company does not exceed Rs. 1000.00 lakhs and Net Worth of the Company does not exceed Rs. 2500.00 lakhs as on the last day of the previous financial year i.e. 31st March, 2026. As on March 31, 2026, the paid-up equity shares capital and net worth of the Company are 660.20.00 lakhs and 78.32 lakhs respectively. Hence, the Company is exempted under Regulation15(2)(a) of Listing Regulations and consequently it is also exempted from submitting Corporate Governance Report for the year ended March 31, 2026.
46. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
In accordance with the provision of Section 134(5)(e) of the Act and as per the provisions of the SEBI (LODR), Regulations, 2015, the Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures.
The Companys internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism. The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.
47. CREDIT RATING
The Company has not obtained any credit rating during the year.
48. UNPAID DIVIDEND AND INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
The Company has not paid any dividend since inception and accordingly the requirement of transfer of unpaid dividend in accordance with Section 124(2) of the Companies Act, 2013 do not apply.
49. CAUTIONARY STATEMENT
Statements in this Report, Management Discussion and Analysis, Corporate Governance, Notice to the
Shareholders or elsewhere in this Annual Report, describing the Companys objectives, projections, estimates and expectations may constitute forward looking statement within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.
50. ACKNOWLEDGMENT AND APPRECIATION
Your Directors wish to thank all the stakeholders who have contributed to the success of your Company. Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.
| On Behalf of the Board of Director |
| Rajkamal Synthetics Limited |
| Ankur Ajmera |
| Managing Director & CEO |
| DIN: 07890715 |
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