Rajputana Industries Ltd Directors Report

Dear Share.ho1de.rs,

The Board of Directors (Board) are pleased to present the Fifteenth Annual Report of Rajputana Industries Limited (Company) together with the Audited Financial Statements of the Company for the financial year ended March 31,2026.

The Annual Report provides an overview of the Companys business operations, financial performance and affairs during the Financial Year, together with the developments and other matters relevant to the Company and its stakeholders.

? FINANCIAL SUMMARY AND HIGHLIGHTS:

The summarized financial performance of the Company for the financial year ended March 31,2026, as compared with the previous financial year, is set out below:

(Amount in Lakhs)

Note: The above figures are extracted from the audited standalone financial statements of the Company prepared in accordance with the Indian Accounting Standards (Ind AS), notified under the Companies (Indian Accounting Standards) Rules, 2015, read with Section 133 and other relevant provisions of the Companies Act, 2013.

? STATE OF COMPANY AFFAIRS:

During the financial year under review, the Company continued to witness growth in its business operations and financial performance. The Revenue from Operations stood at Rs. 69,846.71 Lakhs, as compared to Rs. 55,240.81 Lakhs in the previous financial year, reflecting an increase in the Companys operating revenues.

The Profit Before Tax (PBT) increased to Rs. 1,638.18 Lakhs, as compared to Rs. 1,111.16 Lakhs in the previous financial year. The Profit After Tax (PAT) also increased to Rs. 1,223.20 Lakhs, as against Rs. 826.91 Lakhs in the previous financial year.

The financial performance of the Company during the year under review reflects continued growth in revenue and profitability as compared to the previous financial year.

? DIVIDEND:

With a view to conserving resources for meeting the Companys future business requirements, expansion plans and growth opportunities, the Board of Directors has decided not to recommend any dividend for the financial year ended March 31,2026. Accordingly, no dividend has been proposed for the financial year under review.

During the financial year 2025-26, there were no revisions or alterations to the Policy parameters. The Policy is accessible to all the stakeholders of the Company on the Companys website.

BOARD OF

Directors Report

? TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year under review, there were no amounts lying unpaid or unclaimed with the Company for a period of seven years or more which were required to be transferred to the Investor Education and Protection Fund (IEPF) in accordance with the provisions of Section 124(5) read with Section 125 of the Companies Act, 2013 and the rules made thereunder.

? TRANSFER TO RESERVES:

In accordance with the provisions of Section 134(3)(j) of the Companies Act, 2013, the Board of Directors has not proposed to transfer any amount to the reserves of the Company for the financial year ended March 31,2026.

? LISTING OF SHARES:

The Equity Shares of the Company continue to be listed on the SME Platform of the National Stock Exchange of India Limited (NSE Emerge). The Company has duly paid the annual listing fees for the financial year 2025-26, as applicable.

The Equity Shares of the Company are admitted for dematerialisation and bear the International Securities Identification Number (ISIN) INE0PCU01012. The Equity Shares are available for electronic holding and trading through both the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

For providing efficient services to its shareholders and investors in relation to share transfer, transmission, dematerialisation, rematerialisation and other shareholder-related matters, the Company has appointed M/s. Bigshare Services Private Limited as its Registrar and Share Transfer Agent (RTA). The registered office of the RTA is situated at Pinnacle Business Park, Office No. S6-2, 6th Floor, Mahakali Caves Road, next to Ahura Centre, Andheri East, Mumbai -

400093.

The RTA facilitates various services relating to the Companys securities and shareholder records, including processing of transfer/transmission requests, dematerialisation and rematerialisation of securities and other investor-related services, in accordance with the applicable laws and regulations.

SHARE TRANSFER SYSTEM, DEMATERIALISATION OF SHARES AND LIQUIDITY:

As at March 31, 2026, 22,215,000 equity shares of the Company, representing 100% of the total issued and paid-up equity share capital, were held in dematerialised form. Accordingly, no equity shares of the Company were held in physical form as at the said date.

The equity shares of the Company are listed and admitted to dealings on the SME Platform of the National Stock Exchange of India Limited (NSE Emerge) and are available for trading in dematerialised form through the depositories.

? SHARE CAPITAL:

During the financial year under review, there was no change in the authorised, issued, subscribed and paid-up share capital of the Company.

As at March 31, 2026, the Authorised Share Capital of the Company stood at Rs. 24,50,00,000/- (Rupees Twenty-Four Crores Fifty Lakhs only), divided into 2,45,00,000 (Two Crores Forty-Five Lakhs) Equity Shares of Rs. 10/- each.

As at March 31, 2026, the Issued, Subscribed and Paid-up Share Capital of the Company stood at Rs. 22,21,50,000/- (Rupees Twenty-Two Crores Twenty-One Lakhs Fifty Thousand only), comprising 2,22,15,000 (Two Crores Twenty-Two Lakhs Fifteen Thousand) Equity Shares of Rs. 10/- each.

? MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Except as otherwise disclosed in this Boards Report, there have been no material changes or commitments affecting the financial position of the Company between the end of the financial year ended March 31,2026 and the date of this Report.

During the period subsequent to the close of the financial year, Mr. Anilkumar Rander (DIN: 09222599) was appointed as an Additional Director (Non-Executive, Non-Independent) of the Company with effect from July 17, 2026. Further, the credit rating of the Company was revised during the said period. The details in respect of the aforesaid matters have been disclosed under the respective sections of this Boards Report.

Acuite Ratings & Research Limited, vide its rating letter dated July 15, 2026, upgraded the aforesaid credit ratings as under:

? SHARES WITH DIFFERENTIAL VOTING RIGHTS AND SWEAT EQUITY SHARES:

During the financial year ended March 31, 2026, the Company has not issued or allotted any equity shares with differential rights as to dividend, voting or otherwise, or any sweat equity shares. Accordingly, the disclosures prescribed under the applicable provisions of the Companies Act, 2013 and the rules made thereunder in respect of such shares are not applicable to the Company for the financial year under review.

? DEPOSITS:

During the financial year ended March 31, 2026, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 (Act) read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time. Accordingly, there was no amount of principal or interest in respect of deposits which was due for repayment and remained unpaid or unclaimed as at March 31,2026.

? CORPORATE GOVERNANCE REPORT:

The Company is listed on theSME Platform of the National Stock Exchange of India Limited (NSE Emerge). Pursuant to Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations), the compliance with the corporate governance provisions specified in Regulations 17, 17A, 18, 19, 20, 21,22, 24, 24A, 25,26,26A and 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of the SEBI LODR Regulations is not applicable to a listed entity which has listed its specified securities on the SME Exchange.

Accordingly, being a company whose specified securities are listed on theSME Platform of NSE, the aforesaid Corporate Governance provisions are not applicable to the Company. Consequently, the Corporate Governance Report under Regulation 27(2) of the SEBI LODR Regulations does not form part of this Annual Report for the financial year ended March 31,2026.

Notwithstanding the aforesaid exemption, Regulation 23 of the SEBI LODR Regulations relating to Related Party Transactions is applicable to SME-listed entities meeting the prescribed threshold conditions with effect from April 1, 2025. Accordingly, the Company has complied with the provisions of Regulation 23 to the extent applicable to it during the financial year under review.

? BOARD OF DIRECTORS:

The Board of Directors of the Company is duly constituted and comprises Directors appointed in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable to the Company, and the Articles of Association of the Company.

Composition of board of directors:

The composition of the Board is in compliance with the applicable statutory and regulatory requirements as at March 31,2026.

As at March 31, 2026 the Board comprised six (6) Directors, including three (3) Executive Directors and three (3) Non- Executive Independent Directors. The composition of the Board was in compliance with the provisions of Section 149 of the Companies Act, 2013, Regulation 17 of the SEBI Listing Regulations and the Articles of Association of the Company, ensuring an appropriate balance of executive leadership and independent oversight.

The details of the directorships held by each Director, as on March 31,2026, are as under:

*Mr. Piyush Sharma (DIN: 03620959) resigned from the office of Director of the Company with effect from April 18,2026.

S Mr. Anilkumar Rander (DIN: 09222599) was appointed as an Additional Director (Non-Executive, Non-Independent) of the Company with effect from 17th July, 2026. Mr. Sudhir Garg, Non-Executive Director of the Company, resigned from the office of Director with effect from December 19, 2025.

Declaration by Directors and KMP

i. Based on the disclosures received from the Directors pursuant to Section 184 of the Companies Act, 2013 and the rules made thereunder, none of the Directors held directorships exceeding the limits prescribed under the Companies Act, 2013.

ii. None of the Independent Directors served as an Independent Director in more than seven listed entities. Further, none of the Independent Directors who was serving as a Whole-time Director or Managing Director in any listed entity held the position of Independent Director in more than three listed entities. None of the Whole-time Directors or Managing Director of the Company served as an Independent Director in any listed entity.

iii. In accordance with Regulation 26 of the SEBI Listing Regulations, none of the Directors was a member of more than ten committees or acted as Chairperson of more than five committees across all public companies in which they held directorships, for the purpose of reckoning the committees specified under the SEBI Listing Regulations.

iv. All Non-Independent Directors are liable to retire by rotation in accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company. Mr. Sheikh Naseem and Mrs. Shivani Sheikh are related to each other as husband and wife. Except for the relationship disclosed above, none of the other Directors are related to each other within the meaning of Section 2(77) of the Companies Act, 2013 read with the applicable Rules.

v. The Company had not issued any convertible securities as on 31st March, 2026. Accordingly, none of the Non- Executive Directors held any convertible instruments of the Company.

vi. The Board confirms that none of the Directors of the Company is disqualified from being appointed or continuing as a Director in terms of Section 164 of the Companies Act, 2013. The Company has received the necessary declarations and confirmations from all the Directors in this regard.

vii. Brief profiles of the Directors are available on the Companys website.

Disclosure of Relationships between Directors Interest:

Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Shivani Sheikh (DIN: 02467557), being liable to retire by rotation, shall retire at the ensuing 15th Annual General Meeting of the Company and, being eligible, has offered herself for re-appointment.

The NRC and the Board, at their respective meetings have recommended her re-appointment for approval by the Members at the ensuing 15th AGM of the Company.

The necessary resolution for re-appointment of Mrs. Shivani Sheikh forms part ofthe Notice convening the ensuing AGM. The profile and particulars of experience, attributes and skills that gualify Mrs. Shivani Sheikh for board membership, are disclosed in the said notice.

The requisite particulars of Mrs. Shivani Sheikh (DIN: 02467557), as prescribed under Regulation 36(3) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, together with Secretarial Standard-2 issued by the Institute of Company Secretaries of India (ICSI) on General Meetings are provided in the Notice convening the 15th Annual General Meeting, which forms part of this Annual Report.

? APPOINTMENT/CESSATION

Key Managerial Personnel

During the financial year under review, Ms. Sonal Jain, Company Secretary & Compliance Officer ofthe Company, ceased to hold office with effect from May 6, 2025. The Board of Directors placed on record its appreciation for the valuable guidance and contribution made by Ms. Sonal Jain during her tenure with the Company.

Thereafter, at its meeting held on May 15,2025, the Board of Directors, based on the recommendation ofthe Nomination and Remuneration Committee, appointed Ms. Preeti Khatore as the Company Secretary & Compliance Officer ofthe Company with effect from the said date.

Accordingly, the following persons were designated as the Key Managerial Personnel (KMP) ofthe Company in accordance with the provisions of Section 2(51) and Section 203 ofthe Companies Act, 2013, read with the rules made thereunder, during/at the end ofthe financial year:

The details of remuneration paid to the Key Managerial Personnel form part of the disclosures contained in the Annual Return and other applicable sections of this Annual Report, in accordance with the provisions ofthe Companies Act, 2013.

None ofthe Directors or Key Managerial Personnel ofthe Company is disqualified from holding office under the provisions ofthe Companies Act, 2013.

During the financial year under review, Mr. Sudhir Garg, Non-Executive Director ofthe Company, resigned from the office of Director with effect from December 19, 2025. The Board placed on record its sincere appreciation for the valuable guidance, support and contribution made by him during his tenure as a Director ofthe Company.

Board of Directors

Further, Mr. Piyush Sharma (DIN: 03620959) was appointed as an Additional Director ofthe Company with effect from January 1,2026, pursuant to the provisions of Section 161 ofthe Companies Act, 2013 and the Articles of Association of the Company. Subsequent to the end ofthe financial year, Mr. Piyush Sharma (DIN: 03620959) resigned from the office of Director ofthe Company with effect from April 18,2026. The Board placed on record its sincere appreciation for the valuable guidance, support and contribution made by him during his tenure as a Director ofthe Company.

Further, Mr. Anilkumar Rander (DIN: 09222599) was appointed as an Additional Director (Non-Executive, Non- Independent) ofthe Company with effect from July 17,2026, pursuant to the provisions ofSection 161 ofthe Companies Act, 2013 and the Articles of Association ofthe Company. He shall hold office up to the date ofthe ensuing Annual General Meeting (AGM) ofthe Company, in accordance with the applicable provisions ofthe Act.

The Company has received the requisite notice under Section 160 of the Companies Act, 2013 proposing the candidature of Mr. Anilkumar Rander for appointment as a Director ofthe Company. The approval ofthe Members for his appointment as a Non-Executive Director is being sought at the ensuing AGM.

Directors Report

Except for the changes stated above, there has been no other change in the composition of the Board of Directors of the Company during the financial year ended March 31,2026 and up to the date of this Report.

Performance evaluation criteria for Independent Directors

Pursuant to the applicable provisions of the Companies Act, 2013, including Section 134(3)(p) and Schedule IV, the Company has put in place a framework for evaluation of the performance of the Board of Directors, its Committees and individual Directors, including Independent Directors.

The evaluation is based on parameters including attendance and participation in meetings, contribution to Board deliberations, adherence to ethical standards and the Code of Conduct, exercise of independent judgement, constructive contribution and compliance with applicable laws and regulations.

The Independent Directors also evaluated the performance of the Chairperson, Non-Independent Directors and the Board as a whole, in accordance with the applicable provisions of the Companies Act, 2013.

Separate meeting of Independent Directors

In accordance with Schedule IV to the Companies Act, 2013, the Independent Directors of the Company are required to meet separately at least once during the financial year, without the presence of Non-Independent Directors and members of the management.

During the financial year 2025-26, the Independent Directors met separately on August 5, 2025 and January 30, 2026, without the presence of Non-Independent Directors and members of the management, inter alia, to:

¦ / evaluate the performance of the Non-Independent Directors and the Board as a whole;

¦ / evaluate the performance of the Chairperson of the Company, taking into account the views of Executive and

Non-Executive Directors; and

S assess the quality, quantity and timeliness of the flow of information between the management and the Board.

? STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received the requisite declarations of independence from all the Independent Directors of the Company pursuant to Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, read with the applicable rules made thereunder and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may reasonably be anticipated to impair or impact their ability to discharge their duties with an objective and independent judgement during the financial year under review.

The Company has received confirmation from the Independent Directors regarding their registration with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs, as applicable.

Further, the Independent Directors have confirmed their compliance with the Code for Independent Directors specified in Schedule IV to the Companies Act, 2013. The Independent Directors have also confirmed their compliance with the Code of Conduct for Directors and Senior Management Personnel adopted by the Company.

? BOARD MEETINGS:

The Board of Directors of the Company met 10 (Ten) times during the financial year ended March 31,2026. The gap between two consecutive meetings of the Board did not exceed 120 days, as prescribed under Section 173 of the Companies Act, 2013 read with Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors. The meetings were held at regular intervals to consider and deliberate upon various matters relating to the business and affairs of the Company.

The notices and agenda for the Board Meetings were circulated to the Directors within the prescribed timelines and contained detailed notes on the matters to be discussed, enabling the Directors to make informed decisions. The recommendations and decisions of the Committees were placed before the Board for its consideration, wherever required.

The attendance of the Directors at the meetings of the Board of Directors held during the financial year 2025-26 is set out below:

Number of meetings attended by each director are as follows:

*Mr. Sudhir Garg resigned from the office of Director of the Company with effect from December 19,2025.

**Mr. Piyush Sharma resigned from the office of Director of the Company with effect from April 18,2026.

? COMMITTEES OF THE BOARD

As at March 31,2026, the Board of Directors of the Company has constituted the Committees as required under 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, to the extent applicable to the Company.

The Committees of the Board assist the Board in discharging its responsibilities relating to, inter alia, financial reporting, audit and internal controls, related matters, stakeholders grievances and other matters entrusted to them. The recommendations and decisions of the Committees are placed before the Board for its consideration, wherever required.

As at March 31,2026, the following Committees of the Board were in place:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders Relationship Committee

D. Corporate Social Responsibility Committee

E. Management& Finance Committee

The composition of the aforesaid Committees, along with the details of their meetings and attendance during the financial year, is provided below.

Directors Report

The Company has also constituted an Internal Complaints Committee in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, as applicable. The Internal Committee is not a Committee of the Board and is therefore disclosed separately.

A. Audit Committee

The Company has duly constituted an Audit Committee in accordance with the applicable provisions of Section 177 of the Companies Act, 2013 read with the rules made thereunder and other applicable provisions.

The Audit Committee assists the Board in overseeing the Companys financial reporting process, audit and internal control systems, financial disclosures and related matters, and performs such other functions as may be assigned to it by the Board from time to time.

During the financial year under review, the Audit Committee duly discharged the functions entrusted to it, and the recommendations made by the Committee were placed before the Board for its consideration. The Board accepted all the recommendations made by the Audit Committee during the year.

The composition of the Audit Committee as at March 31,2026, along with the details of meetings held and attendance of its members during the financial year, is provided below.

The terms of reference of the Audit Committee are as under:

i. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

ii. Recommendation to the Board for the appointment, re-appointment, replacement or removal of the statutory auditor, fixation of remuneration and terms of appointment of the statutory auditor, including audit fees.

iii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

iv. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

a) Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

b) Changes, if any, in accounting policies and practices and reasons for the same;

c) Major accounting entries involving estimates based on the exercise of judgment by management;

d) Significant adjustments made in the financial statements arising out of audit findings;

e) Compliance with listing and other legal requirements relating to financial statements;

f) Disclosure, Review and approval of any related party transactions;

g) Modified opinion(s) in the draft audit report.

v. Reviewing, with the management, the quarterly/half yearly/annual financial statements before submission to the board for approval.

vi. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/Draft Prospectus/ Prospectus /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the Board to take up steps in this matter.

vii. Review and monitor the auditors independence, performance and effectiveness of audit process.

viii. Approve related party transactions and any subsequent material modifications thereto, as applicable, in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; to grant omnibus approval for related party transactions where permitted under the applicable laws; and to make recommendations to the Board of Directors in respect of related party transactions requiring the approval of the Board, wherever applicable;

ix. Scrutiny of inter-corporate loans and investments;

x. Valuation of undertakings or assets of the company, wherever it is necessary;

xi. Evaluation of internal financial controls and risk management systems;

xii. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

xiii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

xiv. Discussion with internal auditors any significant findings and follow up there on.

xv. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

xvi. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

xvii. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

xviii. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

xix. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board;

xx. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

xxi. To monitor the end use of funds invested or given by the Company to its subsidiary companies.

xxii. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.

xxiii. To consider and comment on the rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation or any other form of corporate restructuring on the Company and its shareholders.

xxiv. To investigate matters referred by the Board and any other matters falling within its Terms of Reference, and to seek information or professional advice as considered necessary.

xxv. Carrying out any other function as may be assigned by the Board of Directors from time to time and as may be required under applicable laws, regulations and as is mentioned in the terms of reference ofthe Audit Committee.

Powers of the Audit Committee

The Audit Committee shall have powers to:

i. investigate any activity within its terms of reference;

ii. seek information from any employee of the Company;

iii. obtain outside legal or other professional advice;

iv. secure attendance of outsiders with relevant expertise, if it considers necessary; and

v. have full access to the information contained in the records of the Company, as may be required for discharge of its functions.

The Audit Committee also reviews the following information:

i. Management discussion and analysis of financial information and results of operations;

ii. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;

iii. Management letters / letters of internal control weaknesses issued by the statutory auditors;

iv. Internal audit reports relating to internal control weaknesses; and

v. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee.

vi. Statement of deviations:

a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice in terms of Regulation 32(7).

During the financial year 2025-26, 6 (Six) meetings of the Audit Committee were convened.

The attendance of each member at the Audit Committee Meetings held during the financial year 2025-26 is as follows:

Mr. Kamlesh Kumawat, Chief Financial Officer (CFO) of the Company, attended the meetings of the Audit Committee held during the financial year under review and provided the Committee with necessary financial information, insights and clarifications, as and when required.

Ms. Preeti Khatore, Company Secretary & Compliance Officer of the Company, acted as the Secretary to the Audit Committee from the date of her appointment and assisted the Committee in the effective conduct of its proceedings, including coordination of meetings, maintenance of minutes and providing necessary secretarial and compliance- related support.

B. Nomination and Remuneration Committee

The Board of Directors of the Company has duly constituted the Nomination and Remuneration Committee (NRC) in accordance with the applicable provisions of Section 178 of the Companies Act, 2013 read with the rules made thereunder.

The powers, role and terms of reference of the NRC cover the matters prescribed under Section 178 of the Companies Act, 2013, read with the applicable rules made thereunder, as well as such other matters as may be entrusted to it by the Board from time to time.

During the financial year under review, the Board accepted all recommendations made by the Nomination and Remuneration Committee.

The terms of reference of the NRC are as under:

i. Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to, the remuneration for directors, KMPs and other employees.

ii. To evaluate the balance of skills, knowledge and experience on the Board and define the role, capabilities and criteria required for appointment of an Independent Director, ensuring that the recommended candidate possesses such capabilities. The Committee may engage external agencies, where required, and consider candidates from diverse backgrounds, while taking into account diversity and the time commitment required.

iii. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal .and carry out evaluation of the performance of every Director in accordance with the prescribed criteria.

iv. Formulation of criteria for evaluation of performance of independent directors, non-independent directors and Board of Directors.

v. Devising a policy on diversity of board of directors.

vi. Deciding on, whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

vii. Recommend to the Board the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors .in accordance with applicable laws and the Companys remuneration policy.

viii. Ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; formulate, administer and review performance-linked incentive schemes and evaluate the performance of Executive Directors for determining the amount of incentive payable to them, in accordance with the applicable policy.

ix. Oversee and administer the Employee Stock Option Scheme(s) or other employee stock-based benefit schemes of the Company, as may be applicable and in accordance with applicable laws and approved schemes.

x. Recommend to the board the amount of Commission and other remuneration payable to the Whole time Director / Managing Directors., in accordance with applicable laws and the Companys remuneration policy.

xi. Review and suggest revision of the total remuneration package of the Executive Directors, Key Managerial Personnel and Senior Management, keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc.

xii. Review and maintain the skill, knowledge and experience matrix of the Board and recommend changes, wherever necessary, to ensure that the Board possesses an appropriate mix of skills, knowledge, experience and expertise.

xiii. To formulate and administer the Employee Stock Option Scheme. Carry out such other roles, responsibilities and functions as may be prescribed under the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, regulations, guidelines and circulars, as amended from time to time.

xiv. Carry out such other functions as may be assigned by the Board of Directors from time to time.

During the financial year 2025-26,2 (two) meetings of the NRC were convened.

The composition, details of meetings held and attendance of each member at the NRC Meetings held during the financial year 2025-26 is as follows:

Mr. Kamlesh Kumawat, Chief Financial Officer (CFO) of the Company, attended the meetings of the Nomination and Remuneration Committee held during the financial year under review and provided the Committee with the necessary information and clarifications, as and when required.

Ms. Preeti Khatore, Company Secretary & Compliance Officer of the Company, acted as the Secretary to the Nomination and Remuneration Committee from the date of her appointment and assisted the Committee in the effective conduct of its proceedings.

Detail of remuneration to the executive directors for financial year 2025-26 is as under:

The remuneration of the Directors is determined considering various factors, including the size and financial position of the Company, prevailing industry practices, responsibilities entrusted to the Directors and their participation and contribution in the meetings of the Board and its Committees. Based on these factors and the performance evaluation of the concerned Directors, the Nomination and Remuneration Committee recommends the remuneration payable to the Directors, wherever applicable, for consideration and approval of the Board.

The remuneration payable to the Executive Directors is in accordance with the applicable provisions of the Companies Act, 2013, including Sections 197 and 198, and the approvals obtained from the Board and Members, wherever required. The remuneration may comprise salary, allowances, perquisites and other benefits, as approved in accordance with applicable statutory provisions.

The Non-Executive and Independent Directors are entitled to sitting fees for attending meetings of the Board and its Committees, as determined by the Board from time to time, subject to the applicable statutory provisions. The Company also reimburses reasonable expenses incurred by the Directors for attending meetings of the Board and its Committees.

Except for the remuneration, sitting fees and reimbursement of expenses as stated above, none of the Non-Executive Directors has any other pecuniary relationship or transaction with the Company, its Promoters or its Directors, except as disclosed in the financial statements, if applicable.

Executive Directors (Managing Director/ Whole-time Director)

(Amount in Lakhs)

Details of Performance linked Incentives

During the financial year under review, no performance-linked incentives were paid or provided to any Director of the Company.

Details of service contracts, notice period and severance fee

The tenure of office of the Managing Director and Whole-time Directors, wherever applicable, is for a period of five years from their respective dates of appointment, subject to the terms and conditions of their respective appointments. Their appointments may be terminated in accordance with the terms of their respective appointment letters/contracts and the applicable provisions of the Companies Act, 2013.

The Independent Directors are appointed for the term specified in their respective appointment resolutions, in accordance with the applicable provisions of the Companies Act, 2013.

The Company does not enter into separate service contracts with its Non-Executive Directors and Independent Directors. There is no separate provision for payment of severance fees to any Director of the Company.

C. Stakeholders Relationship Committee

The Board of Directors of the Company has constituted the Stakeholders Relationship Committee (SRC) in accordance with the applicable provisions of Section 178(5) of the Companies Act, 2013 and the rules made thereunder.

The primary responsibility of the SRC is to consider and resolve the grievances and concerns of shareholders and investors, including matters relating to transfer and transmission of securities, non-receipt of annual reports, dividends, and other investor-related matters, and to ensure timely redressal of such grievances.

The Committee assists the Board in maintaining effective communication with shareholders and investors and ensuring that their legitimate concerns are addressed in a timely and appropriate manner.

The terms of reference of the SRC are as under:

i. Oversee and review matters relating to transfer, transmission, transposition, consolidation, subdivision/splitting, renewal and issue of duplicate share certificates and other securities-related service matters, as applicable.

ii. Review the process and mechanism of redressal of Shareholders /Investors grievance and suggest measures of improving the system of redressal of Shareholders /Investors grievances for timely and effective resolution of such grievances.

iii. Non-receipt of share certificate®, non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties.

iv. Review the measures taken by the Company to facilitate effective exercise of voting rights by shareholders/ security holders.

v. To review the performance of the Registrar and Share Transfer Agent (RTA), oversee adherence to service standards, and review and monitor the timely resolution of grievances and complaints received from security holders. Review the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants, annual reports, statutory notices and other communications by security holders.

vi. Any other power, functions and responsibilities specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

vii. Carrying out any other functions, roles and responsibilities as may be prescribed under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws, regulations, circulars and guidelines, as amended from time to time.

During the financial year 2025-26,1 (One) meeting of the Stakeholders Relationship Committee (SRC) was convened and held on January 30,2026.

The composition, the details of the meetings held and attendance of each member at the SRC Meeting held during the financial year 2025-26 is as follows:

Mr. Kamlesh Kumawat, Chief Financial Officer (CFO) of the Company, was also present at the SRC Meeting and provided the Committee with the necessary information and clarifications, as and when required.

Ms. Preeti Khatore, Company Secretary & Compliance Officer of the Company, acted as the Secretary to the SRC and assisted the Committee in the effective conduct of its proceedings.

D. Corporate Social Responsibility Committee:

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility Committee (CSR Committee).

The CSR Committee is responsible for, inter alia, formulating and recommending the Corporate Social Responsibility (CSR) Policy and CSR activities to the Board, recommending the amount of expenditure to be incurred on CSR activities, monitoring the CSR Policy and implementation of CSR projects, programmes and activities undertaken by the Company, and carrying out such other functions as may be prescribed under the applicable provisions of the Act and entrusted to it by the Board.

The Company Secretary acts as the Secretary to the CSR Committee and provides necessary secretarial and compliance support.

The terms of reference of the CSR inter-alia include;

i. formulate and recommend to the Board for its approval, a CSR Policy which shall indicate the activities to be undertaken by the Company in area or subject, specified in Schedule VII of the companies Act, 2013;

ii. recommend the amount of expenditure to be incurred on the CSR Programmes activities;

iii. monitor and review the CSR Policy, Annual CSR Action Plan and ongoing CSR projects of the Company from time to time;

iv. formulation of a transparent monitoring mechanism for ensuring implementation of the CSR programmes proposed to be undertaken by the Company or and for monitoring the end use of the amount spent by it towards CSR programmes;

v. Review the amount required to be spent, amount actually spent and any unspent CSR amount, including its utilisation or transfer as applicable under law.

vi. ensure overall governance and compliance of the CSR Policy; and applicable statutory requirements;

vii. annually report to the Board of Directors, the status of the CSR Programmes undertaken and contributions made by the Company;

viii. any other requirements mandated under the Act and Rules issued thereto.

During the financial year 2025-26, the CSR Committee met 2 (Two) times. The CSR initiatives undertaken during the year were implemented in accordance with the Annual Action Plan approved by the Board, as applicable.

The composition, the details of the meetings held and attendance of each member at the meetings of the CSR Committee held during the financial year 2025-26 is as follows:

Corporate Social Responsibility Policy

The Company has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy provides the framework for undertaking CSR initiatives aimed at promoting sustainable social, economic and environmental development, while creating long-term value for the communities in which the Company operates.

The Annual Report on CSR activities, containing the disclosures prescribed under the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of this Annual Report in as Annexure - E. The CSR Policy is available on the Companys website.

E. Management & Finance Committee

The Board of Directors has constituted the Management & Finance Committee (MFC) to oversee the Companys banking, finance and treasury-related matters and to ensure effective financial management, operational efficiency and compliance with applicable laws and regulations. The Committee provides oversight on the Companys routine and strategic financial matters, including banking arrangements, funding requirements, financial risk management and other related matters. The Committee functions within the authority delegated to it by the Board and reports its decisions and recommendations to the Board from time to time.

Brief description of Terms of Reference:

The key terms of reference of the MFC include:

i. To approve borrowings and banking facilities within the limits approved by the Board and take necessary actions

in connection therewith;

ii. To review the Companys financial policies, capital structure, working capital, cash flow and financial risk management;

iii. To oversee banking arrangements, cash management, foreign exchange and interest rate risk management and hedging activities;

iv. To approve guarantees, indemnities and securities within the limits approved by the Board;

v. To approve and oversee foreign exchange and other permitted financial transactions, including related documentation and formalities;

vi. To approve opening, closing and operation of bank and demat accounts and changes in authorised signatories;

vii. To oversee the appointment and dealings with credit rating agencies;

viii. To review and approve financial aspects of significant transactions, investments and funding arrangements, as may be referred to it by the Board;

ix. To delegate authority to officers of the Company for implementation of the Committees decisions;

x. To consider and deal with such other banking and finance matters as may be referred to or assigned by the Board from time to time.

During the financial year 2025-26, the MFC met with the requisite quorum being present at the meeting. Notably, no resolution was passed through circulation by the MFC during the year. All decisions were made at the duly convened meetings and unanimously approved by all the Members present.

The composition of the MFC, together with the details of the meetings held and the attendance of its members during the financial year, is provided below:

? GENERAL BODY MEETINGS

The venue, date and time (1ST) of the Annual General Meeting (AGM) are as under:

Matter decided with Postal Ballot:

Resolutions passed by Postal Ballot on August 30,2025 are as follows:

A the appointment M/s. Mohata Baheti & Associates, Chartered Accountants (Firm Reg. No. 020006Q as Statutory Auditors of the Company.

? BOARD EVALUATION:

Pursuant to the applicable provisions of the Companies Act, 2013, including Section 134(3)(p), the Board carried out an annual evaluation of the performance of the Board as a whole, its Committees and individual Directors, based on the prescribed evaluation parameters. The evaluation covered various aspects, including the composition and effectiveness ofthe Board and its Committees, quality and timeliness of information provided to the Board, participation and contribution of Directors, and effectiveness of Board processes. The performance ofthe Board, its Committees and individual Directors was found to be satisfactory.

In accordance with Schedule IV to the Companies Act, 2013, the Independent Directors also held a separate meeting during the year and evaluated the performance ofthe Non-Independent Directors, the Board as a whole and the

Chairperson, taking into account the views of the Executive and Non-Executive Directors. The outcome ofthe evaluation was considered and discussed by the Board, including the performance ofthe Board, its Committees and individual Directors.

? FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company provides appropriate familiarisation to its Independent Directors to enable them to understand the business and operations of the Company, their roles and responsibilities, industry developments, regulatory environment, financial performance and governance practices.

The Independent Directors are familiarised through Board and Committee meetings and, wherever considered appropriate, through specific briefings and orientation sessions. Such familiarisation enables the Independent Directors to effectively discharge their duties and responsibilities and contribute meaningfully to the deliberations ofthe Board and its Committees.

The details ofthe familiarisation programmes, if any, imparted to the Independent Directors during the financial year

2025-26 are as follows:

Details ofthe Familiarization Programmes are available on the Companys website.

? DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) ofthe Act to the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors hereby confirm that:

a) In the preparation ofthe Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

b) They have selected such Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs ofthe company as at March 31,2026 and ofthe profit and loss ofthe company for that period;

c) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the Annual Accounts on a Going Concern basis;

e) They had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

? SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

During the financial year under review, the Company did not have any Subsidiary Company, Joint Venture or Associate Company within the meaning of the Companies Act, 2013. Accordingly, the requirement to provide the particulars of such entities in Form AOC-1, pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, is not applicable to the Company.

? CREDIT RATING

The Companys credit ratings assigned by the rating agency reflect its financial and operational position. Acuite Ratings & Research Limited reviewed the credit ratings assigned to the Companys bank facilities vide its rating letter dated November 18, 2025. The ratings were subsequently revised, as applicable, and the details of the current credit ratings

as on March 31,2026 are set out below:

The Company continues to monitor its credit profile and financial obligations in accordance with its business and financial requirements.

? SECRETARIAL STANDARDS

The Company has, during the financial year 2025-26, adhered to the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government, as amended from time to time. The Board and General Meetings were convened and conducted in accordance with SS-1 - Secretarial Standard on Meetings of the Board of Directors and SS-2 — Secretarial Standard on General Meetings, respectively.

The Company continues to follow the prescribed practices and procedures to ensure proper conduct and documentation of its meetings and related matters.

? ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013, read with the applicable provisions of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 for the financial year 2025-26 is available on the website of the Company at www.rajputanaindustries.com.

PUBLIC ISSUE AND UTILIZATION OF FUNDS:

During the financial year 2025-26, the Company did not raise any funds through a public issue or any further issue of securities.

? PARTICULARS OF EMPLOYEES

The disclosures relating to remuneration and other particulars of Directors and employees, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to and form part of this Boards Report as Annexure - A.

? PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans given, guarantees given, investments made and securities provided by the Company during the financial year 2025-26, along with the purpose for which such loans, guarantees, investments or securities were utilised, as applicable, are disclosed in the audited financial statements of the Company read with the relevant Notes forming part thereof, in accordance with the applicable provisions of Section 186 ofthe Companies Act, 2013.

? NO DEFAULT

During the financial year 2025-26, the Company has not defaulted in payment of interest or repayment of principal in respect of its borrowings from banks or financial institutions.

? AUDITORS AND AUDITORS REPORTS Statutory Auditors:

M/s. Keyur Shah & Co., Chartered Accountants (Firm Registration No. 141173W), resigned as the Statutory Auditors of the Company with effect from May 29,2025. Consequent to the casual vacancy arising from such resignation, the Board of Directors, at its meeting held on June 4, 2025, appointed M/s. Mohata Baheti & Associates, Chartered Accountants (Firm Registration No. 020006C) as Statutory Auditors to fill the casual vacancy, pursuant to Section 139(8) of the Companies Act, 2013, subject to the approval of the Members.

Thereafter, pursuant to Sections 139 and 142 of the Companies Act, 2013, the Members of the Company at the 14th Annual General Meeting appointed M/s. Mohata Baheti & Associates, Chartered Accountants (Firm Registration No. 020006Q as the Statutory Auditors of the Company for a term of five consecutive years, from the conclusion of the 14th Annual General Meeting until the conclusion of the 18th Annual General Meeting of the Company to be held in the year 2030, at such remuneration as may be determined in accordance with the applicable provisions of the Act.

M/s. Mohata Baheti & Associates have confirmed their eligibility and independence and that they are not disqualified from continuing as Statutory Auditors of the Company under the applicable provisions of the Companies Act, 2013, including Section 141, and the rules made thereunder.

The Statutory Auditors have issued an unmodified opinion on the Standalone Financial Statements of the Company for the financial year ended March 31,2026. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer of opinion and, accordingly, does not call for any further explanation or comments from the Board.

Secretarial Auditor:

Pursuant to the provisions of Section 204 ofthe Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. S. K. Joshi & Associates, Company Secretaries (Firm Registration No. P2008RJ064900) to conduct the Secretarial Audit ofthe Company for the financial year 2025-26.

The Secretarial Audit Report for the financial year ended March 31,2026, issued by M/s. S. K. Joshi & Associates in Form MR-3, forms an integral part of this Boards Report and is annexed hereto as Annexure - B

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or observation requiring explanation or comments from the Board.

Further, the Board of Directors has re-appointed M/s. S. K. Joshi & Associates, Company Secretaries (Firm Registration No. P2008RJ064900), as the Secretarial Auditor ofthe Company to conduct the Secretarial Audit for the financial year 2026-27, in accordance with the applicable provisions ofthe Companies Act, 2013 and the rules made thereunder.

Cost Auditor:

In accordance with the provisions of Section 148 ofthe Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the provisions relating to maintenance of cost records and audit of such records are applicable to the Company for the financial year 2025-26.

The Board of Directors, on the recommendation ofthe Audit Committee, appointed M/s. Rajesh & Company, Cost Accountants (Firm Registration No. 000031) as the Cost Auditors ofthe Company to conduct the audit ofthe cost records ofthe Company for the financial year 2025-26, in accordance with the applicable provisions ofthe Act and Rules made thereunder.

Further, the Board of Directors has re-appointed M/s. Rajesh & Company, Cost Accountants (Firm Registration No. 000031), as the Cost Auditors ofthe Company for the financial year 2026-27, based on the recommendation ofthe Audit Committee and subject to such approvals and ratification of remuneration by the Members as may be required under the applicable provisions ofthe Companies Act, 2013.

Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company is required to appoint an Internal Auditor to conduct the internal audit of the functions and activities of the Company.

M/s. Mohata Baheti & Associates, Chartered Accountants (Firm Registration No. 020006C), who were appointed as the Internal Auditors of the Company for the financial year 2024-25, expressed their inability to continue and tendered their resignation with effect from May 29, 2025.

Consequently, based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on June 4, 2025, appointed M/s. Karnani & Co., Chartered Accountants (Firm Registration No. 005398C) as the Internal Auditors of the Company for the financial year 2025-26.

? PREVENTION OF INSIDER TRADING:

Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Insiders, in accordance with the applicable regulatory requirements.

The Code, inter alia, regulates trading in the securities of the Company by Designated Persons and other persons covered thereunder and prohibits trading while in possession of Unpublished Price Sensitive Information (UPSI). It also provides for restrictions on trading during the closure of the trading window and prescribes procedures for preclearance of trades and monitoring of trading, wherever applicable.

Further, in accordance with Regulation 8 of the SEBI (PIT) Regulations, the Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, with the objective of ensuring fair, adequate and timely dissemination of UPSI and maintaining transparency in the securities market.

The said Code is available on the Companys website and can be accessed at www.rajputanaindustries.com

? BOARD POLICIES

Vigil Mechanism and Whistle Blower Policy

In accordance with Section 177(9) and 177(10) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has in place a Vigil Mechanism and Whistle Blower Policy enabling Directors and employees to report concerns relating to unethical behaviour, actual or suspected fraud, misconduct or violation of the Companys Code of Conduct.

The Policy provides for adequate safeguards against victimisation of persons who make disclosures in good faith and provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

During the financial year 2025-26, no complaint was received under the Vigil Mechanism/Whistle Blower mechanism. No person was denied access to the Chairperson of the Audit Committee during the year.

The Whistle Blower Policy is available on the Companys website.

Nomination and Remuneration Policy

The Company has a duly adopted Nomination and Remuneration Policy, approved by the Board in accordance with the provisions of Section 178 of the Act and Schedule IV. This policy outlines the framework for the appointment, performance evaluation, and remuneration of Directors, Key Managerial Personnel (KMP), and Senior Management.

It sets forth criteria for determining qualifications, positive attributes, and independence of Directors, and ensures that remuneration practices align with the Companys values, objectives, and performance benchmarks. The policy also guides the selection and appointment process for KMPs and senior leadership roles. There have been no changes to the policy during the financial year.

The said policy may be accessed on the website of the Company.

Corporate Social Responsibilities Policy

The Company falls within the purview of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, for the financial year 2025-26.

The CSR Committee oversees the implementation of the Companys CSR initiatives in accordance with the provisions of Section 135 and Schedule VII of the Act. The Companys CSR Policy, setting out the framework and approach for its CSR activities, is available on the Companys website at www.rajputanaindustries.com.

The Annual Report on CSR Activities for the financial year 2025-26 is annexed to this Report as Annexure - E.

? CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business during the year.

? INTERNAL FINANCIAL CONTROLS:

The Company has established and maintained adequate internal financial controls commensurate with the nature, size and complexity of its operations. These controls are designed to provide reasonable assurance regarding the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The internal financial control systems are reviewed periodically by the Internal Auditors, Audit Committee and the Board. Based on the assessments and reviews carried out during the year, the Board is of the opinion that the Companys internal financial controls were adequate and operating effectively as at March 31,2026, and no material weakness in their design or operation was identified.

? BUSINESS RESPONSIBILTY AND SUSTAINABILITY REPORTING

The provisions relating to Business Responsibility and Sustainability Reporting (BRSR) under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, as the equity shares of the Company are listed on the SME Platform of the National Stock Exchange of India Limited (NSE Emerge).

Accordingly, the Business Responsibility and Sustainability Report does not form part of the Annual Report of the Company for the financial year 2025-26.

? STAKEHOLDERS GRIEVANCE REDRESSAL

The Company, in coordination with its Registrar and Share Transfer Agent, addresses shareholder and investor grievances received through various channels, including directly from shareholders/investors, the SEBI Complaints Redress System (SCORES) and the Stock Exchange. The Company endeavours to ensure timely and appropriate redressal of investor grievances and concerns.

? RELATED PARTY TRANSACTIONS:

During the financial year 2025-26, all transactions with related parties were undertaken in the ordinary course of business and on an arms length basis, wherever applicable. The Company has obtained the requisite prior approvals of the Audit Committee for related party transactions, including omnibus approvals for repetitive transactions, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.

The details of related party transactions entered into during the year are disclosed in Note No. 41 to the Financial Statements, in accordance with Ind AS 24 - Related Party Disclosures.

Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, are annexed to this Boards Report as Annexure - C.

The Company has formulated a Related Party Transactions Policy, which is available on the Companys website.

? UNSECURED LOAN FROM DIRECTORS:

During the financial year 2025-26, the Company has not accepted any unsecured loan or deposit from its Directors. Accordingly, no disclosure is required in this regard..

? ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/OUTGO:

The information pertaining to the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and outgo as required under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure - D.

? MANAGEMENT DISCUSSION & ANALYSIS REPORT

In accordance with Regulation 34(2)(e) read with Schedule V of the SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis (MDA) Report for the financial year 2025-26 is provided as a separate section forming part of this Annual Report, titled Annexure - F. This Report offers a comprehensive overview of the Companys operations, financial performance, strategic initiatives, and future outlook.

? DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to maintaining a safe, respectful and conducive work environment for all its employees and has implemented a policy for prevention, prohibition and redressal of sexual harassment at the workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013 (POSH Act).

The Company has constituted an Internal Committee (1C) in accordance with Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act), comprising the members as required under the applicable provisions of the said Act. The Companys POSH Policy is available on its website at www. rajputanaindustries.com

The Internal Committee is responsible for providing a mechanism for the prevention, prohibition and redressal of complaints relating to sexual harassment at the workplace, in accordance with the provisions of the POSH Act and the rules made thereunder.

During the financial year 2025-26, 1 (One) meeting of the Internal Committee was held on March 26, 2026. The attendance of the members at the meeting of the Internal Committee held during the financial year 2025-26 is as follows:

During the financial year 2025-26, no complaint relating to sexual harassment at the workplace was received by the Company. The following is the summary of sexual harassment complaints received and disposed off during the year:

? COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time. During the financial year 2025-26, no employee of the Company availed or claimed maternity benefits. The Company has appropriate policies and systems in place to extend the prescribed statutory benefits to eligible employees, wherever applicable.

? WEBSITE

The Company maintains a website at www.rajputanaindustries.com, which provides relevant information about the Company for the benefit of its shareholders and other stakeholders.

The website contains, inter alia, information relating to the Companys business, policies, financial results, Annual Reports, statutory disclosures and details of the designated officials responsible for handling investor grievances, along with such other information as may be required to be disclosed under the applicable laws and regulations.

? GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31,2026.

S Male Employees: 141 S Female Employees: 7 S Transgender Employees: 0

The Company is committed to providing equal opportunities and a fair and inclusive work environment to all its employees.

? REPORTING OF FRAUDS BY AUDITORS

During the financial year 2025-26, the Statutory Auditors of the Company have not reported any fraud under Section 143(12) of the Companies Act, 2013, committed by officers or employees ofthe Company.

Accordingly, there are no details of frauds requiring disclosure under Section 134(3)(ca) ofthe Companies Act, 2013.

? DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the financial year 2025-26, no significant or material orders were passed by any Regulator, Court or Tribunal which could have a material impact on the going concern status ofthe Company or its operations in the foreseeable future.

? DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDERTHE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the financial year 2025-26 and up to the date of this Report, no application has been made by or against the Company and no proceeding has been initiated or remained pending against the Company under the Insolvency and Bankruptcy Code, 2016, and accordingly, there is no matter requiring disclosure in this regard.

? CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE REGARDING NON-DISQUALIFICATION OF DIRECTORS

Pursuant to the applicable provisions of the Companies Act, 2013 and Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a certificate from M/s. S. K. Joshi & Associates, Company Secretaries in Practice, confirming that none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director under the applicable provisions of the Act or by any statutory or regulatory authority.

The certificate issued by the Company Secretary in Practice forms part of this Annual Report and is annexed hereto as Annexure - G.

? RISK MANAGEMENT

The Board of Directors periodically identifies and evaluates key business risks and opportunities and takes appropriate measures to mitigate identified risks and minimise their potential impact on the Companys operations and performance. During the year under review, no material risk was identified which, in the opinion of the Board, may threaten the existence of the Company. The Company continues to monitor and manage general business, operational, financial and regulatory risks appropriately.

? DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

During the financial year under review, there were no shares lying in the Demat Suspense Account/Unclaimed Suspense Account of the Company. Accordingly, the disclosure requirements in this regard are not applicable to the Company.

? DISCLOSURE OF BINDING AGREEMENTS

During the financial year under review, there were no binding agreements entered into by the shareholders, promoters, promoter group entities, related parties. Directors, Key Managerial Personnel or employees of the Company or of its holding, subsidiary or associate company, as applicable, which, either directly or indirectly, affect the management or control of the Company or impose any restriction or create any liability upon the Company. Accordingly, the disclosure requirements under Regulation 30A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Clause 5A of Para A of Part A of Schedule III thereto are not applicable to the Company.

? DETAILS OF DIFFERENCE BETWEEN AMOUNT OFTHE VALUATION DONE ATTHETIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The provisions relating to disclosure of any difference between the valuation done at the time of one-time settlement and the valuation done while availing loans from banks or financial institutions are not applicable to the Company, as there was no such instance during the financial year 2025-26.

? ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to maintaining a safe and healthy work environment for its employees, visitors and other persons associated with its operations. The Company undertakes appropriate measures to identify and manage occupational health and safety risks and strives to comply with all applicable environmental, health and safety laws, regulations and statutory requirements.

The Company has adopted appropriate policies and practices to promote workplace safety, prevent accidents and minimise health and safety risks arising from its operations. It also endeavours to ensure compliance with the conditions attached to applicable licences, approvals and certifications relating to its operations.

? CAUTIONARY STATEMENT

Certain statements in the Boards Report and Management Discussion & Analysis may constitute forward-looking statements within the meaning of applicable securities laws and regulations. Such statements are based on the Companys current expectations and assumptions and are subject to various risks and uncertainties. Actual results may differ materially from those expressed or implied in such statements.

Factors that may affect the Companys performance include changes in domestic and global economic conditions, demand and supply dynamics, prices and availability of raw materials and finished goods, changes in government policies, regulations and tax laws, interest rates, and other external factors beyond the Companys reasonable control.

? ACKNOWLEDGEMENTS:

The Board of Directors places on record its sincere appreciation for the continued support, trust and cooperation extended by the Companys shareholders, customers, suppliers, business associates, bankers and financial institutions, auditors, depositories, regulatory authorities and other stakeholders during the financial year 2025-26.

The Board acknowledges with gratitude the dedication, commitment and contribution of the Companys employees and workforce at all levels, whose efforts have supported the Companys operations and growth during the year.

The Directors also express their appreciation to the Government authorities, statutory and regulatory bodies, stock exchanges and other institutions for their guidance and cooperation. The Board looks forward to the continued support and confidence of all stakeholders in the years ahead.

For and on behalf of Board of the Directors

For Rajputana Industries Limited