Dear Members,
The Board of Directors presents the 15th Annual Report of the Company, along with the audited financial statements of the Company, for the financial year ended March 31,2026.
Financial Results
The Companys financial performance (standalone and consolidated) for the year ended March 31, 2026 is summarized below:
| Particulars | Year ended March 31,2026 | Year ended March 31, 2025 | ||
| Standalone | Consolidated | Standalone | Consolidated | |
| Total Income | 33,861.47 | 33,861.47 | 33,469.67 | 33,469.67 |
| EBITDA | 5,097.05 | 5,097.05 | 4,629.94 | 3,986.18 |
| Less: Depreciation | 1,740.51 | 1,740.51 | 1734.41 | 1734.41 |
| EBIT | 3,356.54 | 3,356.54 | 2895.53 | 2,251.77 |
| Less: Finance Cost | 1,070.13 | 1,070.13 | 954.20 | 954.20 |
| Profit before exceptional items and tax | 2,286.41 | 2,286.41 | 1941.33 | 1,297.57 |
| Less: Exceptional items | 0 | 0 | 0 | 0 |
| Profit Before Tax | 2,286.41 | 2,286.41 | 1941.33 | 1,297.57 |
| Less: Tax | 561.16 | 561.16 | 501.47 | 501.47 |
| Profit after Tax | 1,725.25 | 1,725.25 | 1,439.86 | 796.10 |
| Other Comprehensive Income | (3.55) | (3.55) | 6.02 | 6.02 |
| Total Comprehensive Income | 1,721.70 | 1,721.70 | 1445.88 | 802.12 |
| Earnings Per share ("EPS") | 2.32 | 2.32 | 1.96 | 1.09 |
Results of operations and State of Companys affairs:
The Company is a leading manufacturer of rigid thermoformed packaging products and continues to strengthen its position in the industry. Its product portfolio comprises plastic rigid sheets — both barrier and non-barrier, semi-rigid sheets for form- fill-seal (FFS) applications, thermoformed primary packaging products, and injection-moulded products, catering to the dairy, food, beverage and FMCG industries.
The fiscal year 2025-26 was challenging year due to geopolitical unrest, which caused unprecedented price volatility in raw materials and an inflationary climate. Despite these obstacles, the Company has achieved substantial revenue growth in the said financial year.
Our financial performance for the year 2025-26 is as follows:
• Revenue from operation has increased to Rs.33,218.39 Lakhs in financial year 2025-26 as compared to Rs.32,973.50 Lakhs in financial year 2024-25. The year on year ("Y-O-Y") growth is 0.74%.
• Earnings Before Interest Depreciation Tax and Amortization ("EBITDA") has increased to Rs.5,097.05 in financial year 2025-26 as compared to Rs. 4,629.94 Lakhs in financial year 2024-25. The Y-O-Y growth is 10.09%.
Modernisation and other Capital Projects
Various modernisation and de-bottlenecking actions were carried out by the Company throughout the financial year 202526:
• Capacity Enhancement - Extrusion: The Company increased its extrusion capacity by 1,600 MT, from 24,000 MT in FY 2024-25 to 25,600 MT in FY 2025-26.
• Capacity Enhancement - Injection Moulding: The
Company enhanced its injection moulding capacity by 1,500 MT, from 3,300 MT in FY 2024-25 to 4,800 MT in FY 2025-26.
• Capacity Enhancement - Thermoforming: The Company installed a new thermoforming machine, resulting in an increase in thermoforming capacity by 600 MT, from 11,520 MT in FY 2024-25 to 12,120 MT in FY 2025-26.
• Automation and Product Hygiene: The Company replaced obsolete forming equipment with new-generation machines equipped with robotic packing features, thereby reducing manual intervention and enhancing product hygiene and operational efficiency.
• Commencement of Commercial Production at Unit- III, Daman: During the year under review, the Company successfully commenced commercial production at its new manufacturing facility located at Somnath-Dabhel, Nani Daman (Unit-III), with effect from May 20, 2025. The new facility is expected to further strengthen the Companys manufacturing capabilities and support its business growth.
• Expansion into Odisha: The Company entered into a90-year Lease Agreement with Odisha Industrial Infrastructure Development Corporation (IDCO) for setting up a new manufacturing unit in Odisha for manufacturing primary food packaging containers and other related products. The project forms part of the Companys expansion and growth plans and is expected to enhance its operational capabilities.
• Renewable Energy Initiative: The Company entered into a Term Sheet with Jamnagar Renewables Two Private Limited for sourcing renewable power under a Group Captive Wind-Solar Hybrid arrangement. This initiative supports the Companys sustainability objectives while reducing costs and meeting up to 25-30% of the Companys power requirements.
Transfer to Reserves
The Board of Directors of the Company has not transferred any amount to Reserves during the year under review.
Dividend
The Board of Directors of the Company have not recommended any dividend on the Equity Shares for the year under review.
Material changes and commitments affecting financial position
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this report.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, which forms part of this Annual Report.
Credit Rating
The Company continues to maintain credit ratings assigned by recognised rating agencies. The details of the credit ratings are disclosed in the Corporate Governance Report, which forms part of this Annual Report.
Share Capital
The authorised share capital of the Company is Rs. 40,00,00,000/- (Rupees Forty Crore only) comprising of 8,00,00,000 (Eight Crore) Equity Shares of Rs. 5/- (Rupees Five) each.
During the year under review, the Company allotted 9,00,000 equity shares of face value of Rs. 5/- each pursuant to the conversion of the warrants issued on a preferential basis in accordance with the provisions of the Companies Act, 2013 (the "Act"), the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws.
Consequent to the aforesaid allotment, the issued, subscribed and paid-up equity share capital of the Company increased from Rs. 36,67,20,000 divided into 7,33,44,000 equity shares to Rs. 37,12,20,000 divided into 7,42,44,000 equity shares.
The equity shares allotted pursuant to the conversion of warrants rank pari-passu with the existing equity shares of the Company in all respects.
Consolidated Financial Statement
The Company does not have any subsidiary. In accordance with the provisions of the Act and the Listing Regulations read with Ind AS 28 - Investments in Associates and Joint Ventures, the consolidated audited financial statement forms part of this Annual Report.
Joint Venture / Subsidiaries
During the year under review, Olive Ecopak Private Limited continues to be the Joint Venture of the Company.
A statement providing details of performance and salient features of the financial statements of Joint Venture company as per Section 129(3) of the Act, are disclosed in Form AOC - 1, which is annexed herewith and marked as "Annexure I" to this Report.
The Company has no subsidiary or associate company, as on March 31,2026.
Directors Responsibility Statement
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2026 and of the Profit of the Company for the year ended on that;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Corporate Governance
The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by SEBI.
The report on Corporate Governance as stipulated under the Listing Regulations forms part of this Annual Report. Certificate from Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.
Contracts or arrangements with Related Parties
During the year under review:
a) all contracts/arrangements/transactions entered by the Company with related parties were in the ordinary course of business and on arms length basis.
b) contracts/arrangements/transactions, were entered into with related parties in accordance with the policy of the Company on Materiality of Related Party Transactions and on dealing with Related Party Transactions.
Details of contracts/arrangements/transactions with related party which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in "Annexure II" to this Report.
The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the Companys website and can be accessed at https:// rajshreepolypack.com/wp-content/uploads/2025/09/11.-RPT- Policy.pdf
There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.
Members may refer to Note 43 of the Standalone Financial Statement which sets out Related Party Disclosures pursuant to Ind AS.
Corporate Social Responsibility (CSR)
The Corporate Social Responsibility Policy (CSR Policy), indicating the activities to be undertaken by the Company, formulated by the Corporate Social Responsibility Committee and approved by the Board, continues to be unchanged.
The CSR Policy is available on the Companys website and can be accessed at https://rajshreepolypack.com/wp-content/uploads/2023/03/ Amended-CSR-Policy-RPPL.pdf
In terms of the CSR Policy, the focus areas of engagement are rural transformation, affordable healthcare solutions, access to quality education, environmental sustainability, animal welfare and protection of national heritage.
During the year under review, the Company has met its CSR obligation and the Annual Report on CSR activities is annexed and marked as "Annexure III" to this Report.
Risk Management
The provisions of Regulation 21 of the Listing Regulations, relating to the constitution of Risk Management Committee, are not applicable to the Company.
However, pursuant to Regulation 17(9) of the Listing Regulations, the Company has implemented a structured Risk Management framework, designed to identify, assess and mitigate risks appropriately.
The specific objectives of this framework are:
• to identify and assess various business risks arising out of internal and external factors that affect the business of the Company;
• to work out methodology for managing and mitigating the risks;
• to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices; and
• to assure business continuity, sustained growth with financial stability.
Further details on the key risks identified by the Company and their mitigations are covered in Management Discussion and Analysis Report, which forms part of this Annual Report.
Internal Financial Controls
The Company remains committed to improve the effectiveness of internal financial controls and processes which would help in efficient conduct of its business operations, ensure security to its assets and timely preparation of reliable financial information. The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board. The
Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly. The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets. The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Statutory Auditors and the Internal Auditors are invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any. There are no observations of Statutory Auditors as well as Internal Auditors.
Directors and Key Managerial Personnel
Retirement by rotation
In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Naresh Radheshyam Thard (DIN: 03581790), Joint Managing Director of the Company, retires by rotation and being eligible, offers himself for re-appointment.
The Company has received declarations from all the Independent Directors of the Company confirming that:
a) they meet the criteria of independence prescribed under the Act and the Listing Regulations; and
b) they have registered their names in the Independent Directors Databank.
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of strategy, planning and execution, management and leadership, functional and managerial experience, legal and risk management, corporate governance systems and practices, finance, banking and accounts and they hold highest standards of integrity.
During the year 2025-26 a separate meeting of Independent Directors was held on March 30, 2026, without the presence of executive directors or management representatives and the following matters were discussed:
• the performance of non-independent directors and the Board as a whole;
• the performance of the Chairman of the Company, taking into account the views of executive directors and nonexecutive directors; and
• assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Key Managerial Personnel (KMPs)
Pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following were the KMPs of the Company as on March 31,2026:
| S,r. Name of the KMPs No | Designation |
| 1. Mr. Ramswaroop Radheshyam Thard | Chairman & Managing Director |
| 2. Mr. Naresh Radheshyam Thard | Joint Managing Director |
| 3. Mr. Anand Sajjankumar Rungta | Whole-time Director |
| 4. Mr. Sunil Sawarmal Sharma | Chief Financial Officer |
| 5. Ms. Ritu Joshi* | Company Secretary & Compliance Officer |
* During the year under review, Ms. Ritu Joshi was appointed as Company Secretary and Compliance Officer w.e.f. February 13, 2026 in place of Mr. Mahipal Singh Chouhan who resigned w.e.f. November 17,2025.
Board Effectiveness
Independent Directors Familiarization Policy
Pursuant to Regulation 25(7) of the Listing Regulations, the Board has framed a policy to familiarize the Independent Directors about the Company titled ‘Familiarization Programme for Independent Directors (" Familiarization Policy"). The Familiarization Policy is available on the website of the Company.
The Familiarization Policy of the Company seeks to familiarize all new Independent Directors with the working of the Company, their roles, rights and responsibilities with respect to the Company, the industry in which the Company operates, business model, etc.
Board Evaluation
The evaluation was conducted based on the criteria and framework adopted by the Board. The evaluation parameters and the process has been explained in the Corporate Governance Report forming part of this Annual Report.
In accordance with the manner of evaluation specified by the Nomination and Remuneration Committee, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out annual performance evaluation of the Chairman, the nonindependent directors and the Board as a whole.
Criteria for selection of Directors, KMPs and Senior leadership positions and their remuneration
On the recommendation of the Nomination and Remuneration Committee, the Board of the Company has adopted a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The policy is available on the website of the Company.
The policy contains, inter-alia, principles governing Directors, KMPs, Senior Management Personnel appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Directors, etc.
Meetings of the Board
6 (Six) meetings of the Board of Directors were held during the financial year 2025-26. The particulars of the meetings held and attendance of each Director are detailed in the Corporate Governance Report, forming part of this Annual Report.
Audit Committee
The Audit Committee presently comprises of Mr. Rajesh Satyanarayan Murarka (Chairperson), Mr. Ramswaroop Radheshyam Thard, Mr. Praveen Bhatia and Ms. Yashvi Shah. During the financial year 2025-26, 5 (five) Audit Committee meetings were convened. The Board has accepted all recommendations of the Audit Committee during the year under review.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee presently comprises of Mr. Rajesh Satyanarayan Murarka (Chairperson), Mr. Praveen Bhatia and Ms. Yashvi Shah.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee presently comprises of Mr. Ramswaroop Radheshyam Thard (Chairperson), Mr. Naresh Radheshyam Thard and Ms. Yashvi Shah.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee presently comprises of Mr. Rajesh Satyanarayan Murarka (Chairperson), Mr. Naresh Radheshyam Thard and Mr. Anand Sajjankumar Rungta.
Auditors and Auditors Report
a. Statutory Auditor
M/s. J A S S & Co. LLP (Formerly known as M/s. Singrodia & Co. LLP), Chartered Accountants (Firm Registration No.: W100280) were appointed as the Auditors of the Company for a term of 5 (five) consecutive years, at the Annual General Meeting of the Company held on August 29, 2024. The Auditors have confirmed their eligibility and qualification to continue as the Statutory Auditors of the Company.
The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the financial statements referred in the Auditors Report are selfexplanatory and do not call for any further comments.
b. Secretarial Auditor
M/s. Nishant Bajaj & Associates, Practicing Company Secretary (Membership No.: F12990, CP No.: 21538), was appointed as the Secretarial Auditor of the Company for a term of 5 (five) consecutive years at the Annual General Meeting of the Company held on September 26, 2025.
The Secretarial Audit Report of the Company for the financial year ended March 31, 2026 is annexed and marked as "Annexure IV" to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
c. Cost Auditor
M/s. VJ. Talati, Cost Accountants (Firm Registration No.: R00213) were appointed as Cost Auditors for conducting the audit of cost records of various products of the Company, for the financial year 2025-26.
d. Internal Auditor
M/s. KCPL and Associates LLP, were appointed as the Internal Auditors of the Company for financial year 2025-26.
Vigil Mechanism and Whistle Blower Policy
The Company has in place a vigil mechanism and a Whistle Blower Policy in accordance with the provisions of the Act and the Listing Regulations.
Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy, protected disclosures can be made by a whistle blower through an e-mail or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.
The Whistle Blower Policy is available on the Companys website at the weblink:_https://www.rajshreepolypack.com/wp-content/ uploads/2023/03/Whistle-blower-Policy.pdf
Employee Stock Option Plan ("ESOP")
Equity based compensation is an integral part of employee compensation across sectors which enables alignment of personal goals of the employees with organizational objectives by participating in the ownership of the Company through share-based compensation scheme/plan.
The Company believes in rewarding its employees for their continuous hard work, dedication and support, which has led the Company, on the growth path.
In line with the aforesaid, the shareholders of the Company on August 04, 2022 approved Rajshree Polypack Limited - Employee Stock Option Plan 2022 ("RPPL ESOP 2022"), wherein the Company provided for the creation and issue of 5,63,000 options that would eventually convert into equity shares of Rs. 10/- each in the hands of the Companys employees.
RPPL ESOP 2022 is in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 including any amendments thereto.
The Shareholders of the Company, at the 13th Annual General Meeting ("AGM") held on August 29, 2024, approved the sub- division/split of the equity shares of the Company from a face value of Rs. 10/- each to Rs. 5/- each. Accordingly, the value of the options granted under the RPPL ESOP Plan 2022 was adjusted, with the approval of the Members at the 14th Annual General Meeting held on September 26, 2025.
During the year under review, the Company had made a grant of 4,500 options, which was approved by the Nomination and Remuneration Committee at its meeting held on May 23, 2025.
The Nomination and Remuneration Committee of the Board of Directors of the Company, inter-alia, administers and monitors the RPPL ESOP-2022.
The details as required to be disclosed under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on the Companys website and can be accessed at https://rajshreepolypack.com/wp-content/uploads/2026/08/ ESOP-declaration.pdf
The Secretarial Auditor Certificate would be placed at the AGM pursuant to Regulation 13 of the said Regulations. Grant wise details of options vested, exercised and cancelled are provided in the notes to the standalone financial statements.
The Code on Social Security, 2020 - Maternity benefit
The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961 / the Code on Social Security, 2020.
Particulars of loans given, investments made, guarantees given and securities provided
Particulars of loans given, investments made, guarantees given and securities provided, along with the purpose for which such loans, guarantees or securities are proposed to be utilised by the recipients, are disclosed in the Standalone Financial Statements (refer to Notes 7, 8, 16 and 57 to the Standalone Financial Statement).
Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
A. Conservation of Energy
Measures taken for conservation of Energy:
• Regular monitoring of consumption, efforts for
decreasing power bill and upto date maintenance of units on regular basis.
• Use of alternative sources for conservation of energy.
• Using better and improved method for better
production and reduction of energy consumption.
• Regular awareness programme for workers for reduction of energy bill and using different and efficient sources for conservation of energy.
• Companys regular investment and follow-up
on alternative and better resources for energy
consumption.
B. Technology Absorption
The Management keeps itself abreast of technological advancements in the industry and has adopted state-of- the-art technology. It remains committed to adopting new and improved methods and systems to enhance operational efficiency and strengthen risk management.
C. Foreign Exchange Earnings and Outgo
Foreign Exchange earned in terms of actual inflows - Rs. 7,194.96 Lakhs
Foreign Exchange outgo in terms of actual outflows - Rs. 6,585.25 Lakhs
Disclosure pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
There were no cases/complaints filed during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("the said Act"). Further, the Company has constituted Internal Complaints Committee as required under the said Act.
Annual Return
The Annual Return of the Company as on March 31, 2026 is available on the Companys website and can be accessed at: https://rajshreepolypack.com/wp-content/uploads/2026/08/ Form-MGT-7.pdf
Compliance of Secretarial Standards
The Company has followed the applicable Secretarial Standards with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.
Particulars of employees and related disclosures
Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) is annexed and marked as "Annexure V" to this Report.
The statement containing particulars of employee remuneration as required under provisions of Section 197(12) of the Act and Rule 5(2) and 5(3) of the Rules, forms part of this Report. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Shareholders, excluding the aforesaid statement. The statement is open for inspection upon request by the Shareholders, and any Shareholder desirous of obtaining the same may write to the Company at cosec@rajshreepolypack.com .
General
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:
• No Deposits as defined under chapter V of the Act have been accepted by the Company.
• Issue of equity shares with differential rights as to dividend, voting or otherwise.
• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.
• No fraud has been reported by the Auditors to the Audit Committee or the Board.
• There has been no change in the nature of business of the Company.
• No proceeding pending under the Insolvency and Bankruptcy Code, 2016.
• No instance of one-time settlement with any Bank or Financial Institution.
• No amendment in the policies referred in this Report. Acknowledgement
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from various stakeholders including financial institutions and banks, Government authorities and other business associates who have extended their valuable support and encouragement during the year under review.
Your Directors take this opportunity to place on record their appreciation for the committed services rendered by the employees of the Company at all levels, who have contributed significantly towards the Companys performance and for enhancing its inherent strength.
Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.
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