To,
The Members,
Ramdevbaba Solvent Limited,
Your Directors are pleased to present the 18 th Annual Report on the business and operations of your Company Ramdevbaba Solvent Limited along with the Standalone and Consolidated Audited financial statements for the financial year ended 31 st March, 2026.
FINANCIAL PERFORMANCE OF THE COMPANY:
The summarized financial performance highlight is as mentioned below:
| (Rs. In Lakhs) | (Rs. In Lakhs) | |||
| Particulars | Standalone | Consolidated | ||
| 31.03.2026 | 31.03.2025 | 31.03.2026 | 31.03.2025 | |
| Income From Operations | 82,129.02 | 92,843.18 | 82,325.87 | 92,868.82 |
| Other Income | 861.21 | 716.06 | 558.82 | 716.06 |
| Total Income | 82,990.23 | 93,559.24 | 82,884.69 | 93,584.89 |
| Operating expenditure before Finance cost, depreciation and amortization | 79,570.95 | 90,260.45 | 79,755.52 | 90,288.39 |
| Earnings before Finance cost, depreciation and amortization (EBITDA) | 3,419.28 | 3,298.79 | 3,129.17 | 3,296.49 |
| Less: Depreciation | 531.18 | 482.62 | 531.18 | 482.62 |
| Less: Finance Cost | 936.27 | 802.30 | 951.36 | 805.65 |
| Profit Before Tax | 1951.83 | 2,013.87 | 1,646.63 | 2,008.22 |
| Less: Current Tax | 344.45 | 356.40 | 344.45 | 356.40 |
| Less: Deferred tax Liability (Asset) | 159.17 | 154.33 | 159.17 | 154.33 |
| Profit after Tax | 1,448.21 | 1,503.14 | 1,143.01 | 1,497.49 |
(Previous year figures have been regrouped/re-arranged wherever necessary.)
Consolidated: During the year under review, your company reported total revenue from operations amounted to Rs. 82,884.69 lakhs as against Rs. 93,584.89 lakhs during the previous financial year 2024-25. The Net Profit of your Company, for the year amounted to Rs. 1,143.01 lakhs as against Rs. 1,497.49 lakhs during the previous financial year 2024-25.
Standalone: During the year under review, your company reported total revenue from operations amounted to Rs. 82,990.23 lakhs as against Rs. 93,559.24 lakhs during the previous financial year 2024-25. The Net Profit of your Company for the year amounted to Rs. 1,448.21 lakhs as against Rs. 1,503.14 lakhs during the previous financial year 2024-25.
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LISTING INFORMATION:
The equity shares of your Company are listed on the stock exchange. The details are as under:
| Name of Stock Exchange | The National Stock Exchange of India |
| Platform | NSE Emerge (SME Platform) |
| NSE Trading Symbol | RBS |
| ISIN | INE0RJH01010 |
| Date of Listing | 23 rd April, 2024 |
DIVIDEND:
In order to conserve the resources and to strengthen the financial position of the company and to meet long term fund requirement and future contingencies, your Directors do not recommend any dividend for the F.Y. 2025-26.
RESERVES AND SURPLUS:
Entire profit of Rs. 1,448.21 lacs has been transferred to the Balance sheet under the head of Reserves and Surplus in F.Y. 2025-26.
CONSOLIDATED AUDITED FINANCIAL STATEMENTS
Pursuant to the provisions of Sections 129 and 133 of the Act read with the Companies (Accounts) Rules, 2014 and as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company has prepared Standalone Audited Financial Statements along with Consolidated Audited Financial Statements consolidating financial statements of its Associate company and Subsidiary company with its financial statements in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of SEBI Listing Regulations.
Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statement of the subsidiary company and associate company is attached to the Financial Statement in Form AOC-1.
The Standalone Audited Financial Statements and Consolidated Audited Financial Statements long with the Independent Auditors Report thereon are annexed and forms part of this Report and the summarized consolidated financial position is provided in financial highlights stated above. The financial statement of the subsidiary companies are available on the companys website www.ramdevbabasol.com.
STATE OF AFFAIRS:
Your Company is engaged in the business of manufacturing, distribution, marketing, selling, trading, packing and repacking of Physically Refined Rice Bran Oil, Groundnut Oil, Sunflower Oil and Soybean Oil under its own brands Tulsi and Sehat, catering to FMCG Companies, Wholesalers, Retailers, Distributors, etc. During the year, the Company also launched and commenced the supply of blended edible oils under the brand name EATREO, which comprises blended edible oils made from Refined Rice Bran Oil along with Groundnut Oil, Sunflower Oil and Soybean Oil. The Company also undertakes institutional selling of Physically Refined Rice Bran Oil to various institutional customers and industrial users.
Your company also produce De-oiled Rice Bran (DORB), which is a by-product in the extraction of Rice Bran Oil and sell under the brand of RBS HI - PRO DORB the same as cattle feed, poultry feed and fish feed. Other by-products such as fatty acid, lecithin, gums, spent earth and wax are also sold in the open market.
The company has not changed the nature of business during the financial year under review.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT
There are no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and to the date of this report.
CHANGES IN SHARE CAPITAL
Authorized Share Capital:
The Authorized Share Capital of the company as on 31.03.2026 was Rs. 27,50,00,000/- (Twenty Seven Crore Fifty Lakhs) divided into 2,75,00,000 (Two Crore Seventy Five Lakh) equity shares of Rs. 10/- (Rs. Ten) each.
Paid up Share Capital:
The Paid up Share Capital of the company as on 31.03.2026 was Rs. 22,86,13,500/- (Rs. Twenty Two Crores Eighty Six Lakhs Thirteen Thousand Five Hundred) divided into 2,28,61,350 (Two Crore Twenty Eight Lakh Sixty One Thousand Three Hundred and Fifty) equity shares of Rs. 10/- (Rs. Ten) each.
EQUITY SHARE CAPITAL HISTORY
| Date of allotme nt | Number of Equity Shares allotted | Face value ( Rs.) | Issue price (includi ng premiu m, if any ( Rs.) | Reason/Natu re of allotment | Form of consider ation | Cumulative number of Equity Shares | Cumulative paid-up Equity Share capital ( Rs.) |
| Novemb er 25, 2008 | 1,000 | 100.00 | 100.00 | Subscriber to MOA | Cash | 1,000 | 1,00,000 |
| March 31, 2010 | 14,000 | 100.00 | 100.00 | Further issue | Cash | 15,000 | 15,00,000 |
| March 31, 2011 | 85,000 | 100.00 | 100.00 | Further issue | Cash | 1,00,000 | 1,00,00,000 |
| March 31, 2012 | 1,00,000 | 100.00 | 100.00 | Further issue | Cash | 2,00,000 | 2,00,00,000 |
| Februar y 25, | 75,000 | 100.00 | 100.00 | Further issue | Cash | 2,75,000 | 2,75,00,000 |
Annual Report 2025-26
| Date of allotme nt | Number of Equity Shares allotted | Face value ( Rs.) | Issue price (includi ng premiu m, if any ( Rs.) | Reason/Natu re of allotment | Form of consider ation | Cumulative number of Equity Shares | Cumulative paid-up Equity Share capital ( Rs.) |
| 2013 | |||||||
| March 31, 2014 | 83,725 | 100.00 | 200.00 | Further issue | Cash | 3,58,725 | 3,58,72,500 |
| Novemb er 13, 2017 | 1,00,000 | 100.00 | 200.00 | Rights Issue | Cash | 4,58,725 | 4,58,72,500 |
| June 30, 2023 | 45,000 | 100.00 | 1,300.0 0 | Private Placement | Cash | 5,03,725 | 5,03,72,500 |
| Pursuant to Shareholder\u2019s resolution dated Ju Company were sub-divided into equity shar subscribed share capital of our Company com each aggregating to Rs. 5,03,72,500 was subdh each. | y 21, 2023, equity shares of face value of Rs. 100 each of our es of face value Rs. 10 each. Consequently, the issued and prising of 5,03,725 equity shares of the face value of Rs. 100 zided into 50,37,250 equity shares of the face value of Rs. 10 | ||||||
| October 27, 2023 | 1,00,74,500 | 10.00 | Bonus issue | NIL | 1,51,11,750 | 15,11,17,500 | |
| Novemb er 29, 2023 | 11,00,000 | 10.00 | 60.00 | Private Placement | Cash | 1,62,11,750 | 16,21,17,500 |
| April 23, 2024 | 59,13,600 | 10.00 | 85.00 | Initial Public Offer | Cash | 2,21,25,350 | 22,12,53,500 |
| Februar y 15, 2025 | 7,36,000 | 10.00 | 139.00 | Preferential Allotment | Cash | 2,28,61,350 | 22,86,13,500 |
FUND RAISING DURING THE YEAR
The company has not raised any funds during the year under review but the company has raised funds and issued and allotted 7,36,000 (Seven Lakh Thirty Six Thousand) Equity Shares of the face value of Rs. 10/- (Rupees Ten Only) and 11,37,600 Convertible Warrants (into equity shares) through Preferential Allotment basis during the F.Y. 2024-25. Consequently, the paid up equity shares capital of the company stood at Rs. 22,86,13,500/- (Rs. Twenty Two Crores Eighty Six Lakhs Thirteen Thousand Five Hundred) divided into 2,28,61,350 (Two Crore Twenty Eight Lakh Sixty One Thousand Three Hundred and Fifty) equity shares of Rs. 10/- (Rs. Ten) each. 50% amount towards warrants are yet to be received from the allottees. The warrants shall be eligible for conversion into equity after receiving balance 50% amount from the allottees.
Annual Report 2025-26
HOLDING / SUBSIDIARY / JOINT VENTURES / ASSOCIATES
As on March 31, 2026, the company has Two (2) Subsidiary companies namely Too Gud FMCG Products Private Limited and RBS Renewables Private Limited. Your company do not have any Holding company or Joint ventures or Associate company. The details are as under:
SUBSIDIARY COMPANY:
1) Too Gud FMCG Products Private Limited was incorporated as a private limited company on December 27, 2023 under the Companies Act, 2013. The company is authorized to trade, manufacture, produce, purchase, sale, import, export and deal in fast moving consumer goods including Cleaning Products, Washing Bar and Soaps, Washing Liquids, among others chemicals, gum, adhesive tapes, , Edible and Non-Edible Oils, batteries, generators and other agro commodities.
The authorized share capital of Too Gud FMCG Products Private Limited is Rs. 1,00,000 divided into 10,000 equity shares of face value of Rs. 10/- each and the issued, subscribed and paid up share capital of Too Gud FMCG Products Private Limited is Rs. 1,00,000 divided into 10,000 equity shares of face value of Rs. 10/- each.
2) RBS Renewables Private Limited was incorporated as a private limited company on October 29, 2021 under the Companies Act, 2013. The company is engaged in the business of manufacturing, refining, processing, trading or dealing in fuels such as ethyl alcohol, ethanol, biodiesel fuel, electricity, alcohol, carbon, hydrocarbons, petroleum products and also products such as sugar, sugarcanes & high starch agro products, agro based products. Presently, RBS Renewables Private Limited is setting up ethanol plant and is yet to commence commercial operation of the plant.
The authorized share capital of RBS Renewables Private Limited is Rs. 25,00,00,000 divided into 2,50,00,000 equity shares of face value of Rs. 10/- each and the issued, subscribed and paid up share capital of RBS Renewables Private Limited is Rs. 25,00,00,000 divided into 2,50,00,000 equity shares of face value of Rs. 10/- each.
Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on performance and financial position of subsidiaries, associates and joint venture companies is attached as an annexure as Annexure - I in Form AOC-1 prepared under section 129(3) of the Companies Act, 2013 to the consolidated Financial Statements of the Company which forms part of this report.
The Company has kept the separate audited financial statements in respect of subsidiary and associate companies at the Registered Office of the Company and will also make available these documents upon the request by any shareholder of Company. The said financial statements are also available on the website of your Company at www.ramdevbabasol.com
DEPOSITS
The Company has not invited/ accepted any deposits from the public during the year ended 31 st March 2026. There were no unclaimed or unpaid deposits as on 31 st March 2026.
CREDIT RATING
The credit rating obtained reflects Companys Commitment and capabilities to consistent growth through prudence and focus on financial discipline. During the period under review, Acuite Rating and Research Limited has re-affirmed the credit rating as ACUITE BBB Stable and Positive for
Annual Report 2025-26 67
Long Term Bank Instruments / Facilities of the company. Further, the next credit rating is currently under process and is awaited from the Rating Agency.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS
As on 31 st March, 2026, your companys Board had Six (6) Directors comprising of Three (3) Executive directors, Two (2) Non-Executive Independent directors and One (1) Non- Executive Women director. In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise, proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. The Board Composition is as under:
| Name of Director | Designation | Date of Appointment |
| Mr. Prashant Kisanlal Bhaiya | Chairman and Whole Time Director | 25.11.2008 |
| Mr. Nilesh Suresh Mohata | Managing Director | 25.11.2008 |
| Mr. Tushar Ramesh Mohata | Whole Time Director | 10.01.2012 |
| Mrs. Rajnandini Tanmay Bhaiya | Non - Executive Women Director | 30.09.2023 |
| Mr. Amar Sushil Damani | Non - Executive Independent Director | 06.11.2023 |
| Mr. Hemant Gopaldas Kalantri | Non - Executive Independent Director | 06.11.2023 |
In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and the Articles of Association of your Company, Mrs. Rajnandini Tanmay Bhaiya (DIN: 10259615) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offer herself for re-appointment. The Board recommends the re-appointment of above director for your approval. Brief details of Directors proposed to be appointed/re-appointed are provided in the Notice of the ensuing AGM. Due to some technical glitch on V3 version of MCA Website, name of Ms. Rajnandini Tanmay Bhaiya is exhibiting twice on MCA website.
KEY MANAGERIAL PERSONNELS
Pursuant to the provisions of Section 203 of Companies Act, 2013, Mr. Prashant Kisanlal Bhaiya is Chairman and Whole Time Director, Mr. Nilesh Suresh Mohata is Managing Director, Mr. Tushar Ramesh Mohata is Whole Time Director, Mr. Aayush Prashant Bhaiya is Chief Financial Officer and Mr. Pratul Bhalchandra Wate is Company Secretary and Compliance Officer of your company as on 31 st March, 2026.
DECLARATION FROM INDEPENDENT DIRECTORS
The Independent Directors are Non-Executive Directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act. Your Company has received requisite declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.
They have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, all the Independent Directors satisfy the criteria of independence as defined under the Act, rules framed thereunder and the SEBI Listing Regulations, and that they are independent of the Management of the Company. The Board has taken on record the declarations and
Annual Report 2025-26
confirmations submitted by the Independent Directors after undertaking due assessment of the veracity of the same.
BOARD MEETINGS
The Board of directors of your Company regularly meets to discuss various Business matters and opportunities. Board meetings are convened as and when required to discuss and decide on various business policies, strategies, future business planning and other businesses.
During the year under review, Board of directors of the company met 7 (Seven) times during the Financial year 2025-26. Details of which are as under:
| Sr. No. | Date of Meeting | Total No of Directors as on Meeting | Attendance |
| 1 | 15.04.2025 | 6 | 6 |
| 2 | 27.05.2025 | 6 | 6 |
| 3 | 25.07.2025 | 6 | 6 |
| 4 | 21.08.2025 | 6 | 6 |
| 5 | 05.11.2025 | 6 | 6 |
| 6 | 20.11.2025 | 6 | 6 |
| 7 | 03.02.2026 | 6 | 6 |
COMMITTEES OF BOARD
The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.
(i) Audit Committee
Our Board has constituted the Audit Committee vide Board Resolution dated December 18, 2023 in accordance with the Section 177 of the Companies Act, 2013 and Regulation 18(3) of the SEBI (LODR) Regulation, 2015. The audit committee comprises of:
| Name of Director | Position in the committee | Designation |
| Amar Sushil Damani | Chairman | Independent Director |
| Hemant Gopaldas Kalantri | Member | Independent Director |
| Rajnandini Tanmay Bhaiya | Member | Non-Executive Director |
The Company Secretary & Compliance Officer of our Company shall serve as the secretary of the Audit Committee.
Set forth below are the power & role of Audit Committee and the terms of reference of our Audit Committee, is in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulation, 2015.
Powers of Audit Committee
The Audit Committee shall have the following powers in the discharge of its duties and responsibilities:
1. To investigate any activity within its terms of reference.
2. To seek information from any director, officer or employee of the Company and such persons shall be bound to provide the information sought by the Committee.
Annual Report 2025-26
3. To obtain outside legal, accounting or other professional advice, at the expense of the Company, whenever considered necessary for the discharge of its functions.
4. To secure the attendance of external experts, consultants or other persons with relevant expertise, if it considers such attendance necessary.
5. To call for and examine any records, documents, books of accounts or information of the Company that may be necessary for the performance of its functions.
6. To have full access to the financial records, internal control systems, statutory records and management of the Company for the purpose of carrying out its responsibilities.
7. To require the presence of the Companys statutory auditors, internal auditors, cost auditors, secretarial auditors, Chief Financial Officer, Chief Executive Officer, Company Secretary or any other executive or employee at meetings of the Committee whenever considered necessary.
8. To delegate such powers to any sub-committee or authorised person, where permitted under applicable laws and as considered appropriate by the Committee.
9. To exercise such other powers as may be prescribed under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Articles of Association of the Company, or as may be delegated by the Board of Directors from time to time.
Role of Audit Committee
The role of the Audit Committee shall include the following:
(1) oversight of financial reporting process and the disclosure of financial information relating to the Company to ensure that the financial statements are correct, sufficient and credible;
(2) recommendation for appointment, re-appointment, replacement, remuneration and terms of appointment of auditors of the Company and the fixation of the audit fee;
(3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;
(4) formulation of a policy on related party transactions, which shall include materiality of related party transactions;
(5) reviewing, at least on a half yearly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approvals given;
(6) examining and 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
Annual Report 2025-26
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 of any related party transactions; and
g. Modified opinion(s) in the draft audit report,
(7) reviewing, with the management, the half-yearly and annual financial statements before submission to the Board for approval;
(8) reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the Issue document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
(9) reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;
(10) approval or any subsequent modification of transactions of the Company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company, subject to the conditions as may be prescribed;
Explanation: The term related party transactions shall have the same meaning as provided in Clause 2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013.
(11) laying down the criteria for granting omnibus approval in line with the Companys policy on related party transactions and such approval shall be applicable in respect of transactions which are repetitive in nature;
(12) scrutiny of inter-corporate loans and investments;
(13) valuation of undertakings or assets of the Company, wherever it is necessary;
(14) evaluation of internal financial controls and risk management systems;
(15) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
(16) 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;
(17) discussion with internal auditors of any significant findings and follow up there on;
(18) 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;
(19) 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;
Annual Report 2025-26
(20) recommending to the board of directors the appointment and removal of the external auditor, fixation of audit fees and approval for payment for any other services;
(21) looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
(22) reviewing the functioning of the whistle blower mechanism;
(23) monitoring the end use of funds raised through public offers and related matters;
(24) overseeing the vigil mechanism established by the Company, with the chairman of the Audit Committee directly hearing grievances of victimization of employees and directors, who used vigil mechanism to report genuine concerns in appropriate and exceptional cases;
(25) approval of appointment of chief financial officer (i.e., the whole-time finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
(26) reviewing the utilization of loans and/or advances from / investment by the holding company in the subsidiary including loans / advances / investments existing;
(27) to consider the rationale, cost benefits and impact of schemes involving merger, demerger, amalgamation etc. of the Company and provide comments to the Companys shareholders;
(28) to review compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, at least once in a financial year and shall verify that the systems for internal control under the said regulations are adequate and are operating effectively; and
(29) carrying out any other functions required to be carried out by the Audit Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time.
? AUDIT COMMITTEE MEETINGS
During the year under review, committee members met 5 (Five) times during the Financial year 2025-26. Details of which are as under:
| Sr. No. | Date of Meeting | Total No of Directors as on Meeting | Attendance |
| 1 | 27.05.2025 | 3 | 3 |
| 2 | 21.08.2025 | 3 | 3 |
| 3 | 05.11.2025 | 3 | 3 |
| 4 | 15.01.2026 | 3 | 3 |
| 5 | 30.03.2026 | 3 | 3 |
(ii) Nomination and Remuneration Committee
Our Board has constituted the Nomination and Remuneration Committee vide Board Resolution dated December 18, 2023 in accordance with the Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee comprises of:
Annual Report 2025-26
| Name of Director | Position in the committee | Designation |
| Hemant Gopaldas Kalantri | Chairman | Independent Director |
| Amar Sushil Damani | Member | Independent Director |
| Rajnandini Tanmay Bhaiya | Member | Non-Executive Director |
Set forth below are the terms of reference of our Nomination and Remuneration Committee, is in accordance with Section 178 of the Companies Act, 2013 read with Regulation 19 of the SEBI Listing Regulations.
(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors of the Company (the Board or Board of Directors) a policy relating to the remuneration of the directors, key managerial personnel and other employees (Remuneration Policy);
The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:
(1) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run our Company successfully;
(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(iii) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals.
(2) formulation of criteria for evaluation of performance of independent directors and the Board;
(3) devising a policy on Board diversity;
(4) 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 their appointment and removal and shall specify the manner for effective evaluation of performance of the Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. The Company shall disclose the remuneration policy and the evaluation criteria in its annual report;
(5) reviewing and recommending to the Board, manpower plan/ budget and sanction of new senior management positions from time to time in the future;
(6) for every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the committee may:
(i) use the services of an external agencies, if required;
(ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and
(iii) consider the time commitments of the candidates,
Annual Report 2025-26
(7) extending or continuing the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;
(8) evaluation and recommendation of termination of appointment of directors in accordance with the Boards governance principles for cause or for other appropriate reasons;
(9) making recommendations to the Board in relation to the appointment, promotion and removal of the senior management personnel;
(10) recommending to the board, all remuneration, in whatever form, payable to senior management, including revisions thereto;
(11) administering, monitoring and formulating detailed terms and conditions of the Employees Stock Option Scheme of the Company;
(12) framing suitable policies and systems to ensure that there is no violation, as amended from time to time, of any securities laws or any other applicable laws in India or overseas, including:
(i) the SEBI Insider Trading Regulations; and
(ii) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, as amended;
(13) carrying out any other function as is mandated by the Board from time to time and / or enforced/mandated by any statutory notification, amendment or modification, as may be applicable;
(14) performing such other functions as may be necessary or appropriate for the performance of its duties;
(15) periodically reviewing and re-examining the terms of reference and making recommendations to our Board for any proposed changes;
(16) developing a succession plan for our Board and senior management and regularly reviewing the plan;
(17) consideration and determination of the nomination and remuneration policy based on performance and also bearing in mind that the remuneration is reasonable and sufficient to attract, retain and motivate members of the Board and such other factors as the Committee shall deem appropriate; and
(18) perform such other activities as may be delegated by the Board or specified/ provided under the Companies Act, 2013 to the extent notified and effective, as amended or by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended or by any other applicable law or regulatory authority.
? NOMINATION & REMUNERATION COMMITTEE MEETINGS
During the year under review, committee members met 2 (Two) times during the Financial year 202526. Details of which are as under:
| Sr. No. | Date of Meeting | Total No of Directors as on Meeting | Attendance |
| 1 | 30.09.2025 | 3 | 3 |
| 2 | 28.03.2026 | 3 | 3 |
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(iii) Stakeholders Relationship Committee
Our Board has constituted Stakeholders Relationship Committee vide Board Resolution dated December 18, 2023 in compliance with Section 178 of the Companies Act and Regulation 20 of the SEBI (LODR) Regulations, 2015. The current constitution of the Stakeholders Relationship Committee is as follows:
| Name of Director | Position in the committee | Designation |
| Rajnandini Tanmay Bhaiya | Chairman | Non-Executive Director |
| Hemant Gopaldas Kalantri | Member | Independent Director |
| Nilesh Suresh Mohata | Member | Managing Director |
Set forth below are the terms of reference of our Nomination and Remuneration Committee is in accordance with Regulation 20 of the SEBI Listing Regulations.
The Stakeholders Relationship Committee (Committee) shall perform the following functions and discharge such duties as may be prescribed under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and any other applicable laws, rules, regulations, or directions issued by the regulatory authorities from time to time:
1. To consider and specifically look into various aspects of the interests of shareholders, debenture holders and other security holders of the Company.
2. To resolve the grievances of the security holders of the listed entity, including complaints relating to:
> allotment of securities;
> transfer, transmission or transposition of shares, debentures and other securities;
> dematerialisation or dematerialisation of securities;
> non-receipt of share certificates, debenture certificates or other security certificates;
> non-receipt of annual reports, financial statements, notices or other statutory communications;
> non-receipt of declared dividends or other corporate benefits;
> issue of new, duplicate, split, consolidated or replacement share certificates;
> matters relating to general meetings; and
> any other investor grievance, and to review and monitor the status of such complaints, including quarterly reporting thereof.
3. To investigate complaints relating to the allotment of securities, approval or refusal of transfer, transmission or transposition of shares, debentures or any other securities, and such other matters as may be referred by the Board.
4. To approve and give effect to matters relating to securities, including:
> transfer, transmission and transposition of securities;
> dematerialisation and rematerialisation of securities;
> issue of duplicate, split, consolidated, renewed or replacement share certificates;
> endorsement, deletion of name, and other incidental matters relating to securities;
Annual Report 2025-26
> compliance with all statutory and regulatory requirements relating to shares, debentures and other securities.
5. To review the measures taken by the Company for the effective exercise of voting rights by shareholders.
6. To review adherence to the service standards adopted by the Company in respect of various services rendered by the Registrar and Share Transfer Agent (RTA) and recommend measures for improving the quality of investor services.
7. To review the various measures and initiatives taken by the Company for:
> reducing the quantum of unclaimed dividends and other unclaimed corporate benefits;
> ensuring timely receipt of dividend warrants/electronic dividend payments, annual reports, statutory notices and other communications by shareholders; and
> enhancing investor services and shareholder engagement.
8. To monitor and review compliance with applicable provisions of the Companies Act, 2013, the SEBI (LODR) Regulations, 2015, SEBI circulars and other applicable laws relating to investor services and stakeholder relationship matters.
9. To perform such other functions, duties and responsibilities as may be delegated by the Board of Directors or as may be required under the Companies Act, 2013, the SEBI (LODR) Regulations, 2015, or any other applicable law, regulation or regulatory authority from time to time.
? STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS
During the year under review, committee members met 2 (Two) times during the Financial year 202526. Details of which are as under:
| Sr. No. | Date of Meeting | Total No of Directors as on Meeting | Attendance |
| 1 | 18.10.2025 | 3 | 3 |
| 2 | 28.03.2026 | 3 | 3 |
(iv) Corporate Social Responsibility Committee
Our Board has re-constituted Corporate Social Responsibility Committee vide Board resolution dated December18, 2023. The current constitution of the Corporate Social Responsibility committee is as follows:
| Name of Director | Position in the committee | Designation |
| Prashant Kisanlal Bhaiya | Chairman | Chairman and Whole-time Director |
| Tushar Ramesh Mohata | Member | Whole-time Director |
| Amar Sushil Damani | Member | Independent Director |
The Corporate Social Responsibility Committee (CSR Committee) shall discharge such duties and responsibilities as are prescribed under Section 135 of the Companies Act, 2013 read with the
Annual Report 2025-26
Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, and shall, inter alia, perform the following functions:
1. To formulate and recommend to the Board the Corporate Social Responsibility (CSR) Policy of the Company, indicating the activities to be undertaken by the Company in areas or subjects specified in Schedule VII to the Companies Act, 2013, and to recommend modifications thereto, as may be considered necessary from time to time.
2. To formulate and recommend to the Board the Annual Action Plan for CSR activities in accordance with the CSR Policy and the applicable provisions of the Companies Act, 2013 and the CSR Rules, including any modifications thereto.
3. To recommend the annual CSR budget and the amount of expenditure to be incurred on CSR activities and its allocation among various approved CSR projects and programmes.
4. To identify, evaluate and recommend CSR projects, programmes and implementing agencies/partners, wherever applicable, in accordance with the provisions of the Companies Act, 2013 and the CSR Rules.
5. To monitor the implementation and progress of the CSR Policy, Annual Action Plan and CSR projects/programmes, and to recommend suitable modifications, wherever necessary.
6. To review the utilisation of CSR funds and ensure that the CSR expenditure is incurred only for approved CSR activities in accordance with the applicable provisions of the Companies Act, 2013 and the CSR Rules.
7. To review the status of the Companys CSR spending and make appropriate recommendations to the Board to ensure compliance with the requirements of Section 135 of the Companies Act, 2013, including treatment of any unspent CSR amount in accordance with applicable law.
8. To delegate responsibilities, wherever considered appropriate, to officers, committees or CSR implementation teams for effective execution of CSR projects and to supervise the discharge of such delegated responsibilities.
9. To review the impact and effectiveness of CSR projects, wherever applicable, including impact assessment as may be required under the Companies Act, 2013 and the CSR Rules.
10. To submit periodic reports and recommendations to the Board regarding the implementation, monitoring, expenditure and effectiveness of CSR activities and programmes.
11. To oversee compliance with the CSR provisions of the Companies Act, 2013, the Companies (Corporate Social Responsibility Policy) Rules, 2014 and other applicable laws, as amended from time to time.
12. To perform such other functions and exercise such powers as may be delegated by the Board or as may be prescribed under Section 135 of the Companies Act, 2013, the CSR Rules or any other applicable law from time to time.
? CORPORATE SOCIAL RESPONSIBILITY COMMITTEE MEETINGS
During the year under review, committee members met 2 (Two) times during the Financial year 202526. Details of which are as under:
| Sr. No. | Date of Meeting | Total No of Directors as on Meeting | Attendance |
| 1 | 20.06.2025 | 3 | 3 |
| 2 | 03.10.2025 | 3 | 3 |
PERFORMANCE EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of Section 134(3)(p) the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners:
• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.
• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
• In addition, the chairman was also evaluated on the key aspects of his role.
Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of Executive Directors and Non-Executive Directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
INDEPENDENT DIRECTORS DATA BANK
All the Independent Directors of the Company have registered themselves with the Independent Directors Databank and are members of the Indian Institute of Corporate Affairs (IICA) as required under Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and also completed the online proficiency test conducted by the Indian Institute of Corporate Affairs.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134(3), (5) of the Companies Act, 2013, the Board of Directors of your company, to the best of their knowledge and based on the information and explanations received from the Company, confirm that:
a. In the preparation of the annual accounts for the year ended 31 st March, 2026 the applicable accounting standards have been followed and there are no material departures from these statements;
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 at the end of the financial year 31 st March, 2026 and of the profit of the company for the said period.
c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d. The Directors have prepared the annual financial statements on a going concern basis.
e. The directors have laid down the internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.
f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the SEBI Listing Regulations as amended from time to time, the Company has adopted a Policy on Related Party Transactions (RPT Policy). The RPT Policy captures framework for Related Party Transactions and intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with related parties. The amended RPT Policy is available on the website of the Company at https: //www.ramdevbabasol. com/investor- corner/policies/documents/Related%20Partv%20Transaction%20Policv.pdf
All the Related Party Transactions entered into by the company during the financial year under review were on an Arms Length basis and in the Ordinary Course of Business. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is annexed as Annexure - II and forms part of this report.
All related party transactions were placed in the Audit Committee meeting for approval. Further, prior omnibus approval of the Audit Committee has obtained on an annual basis, for a financial year, for the transactions, which are of foreseen and repetitive in nature. The statement giving details of related party transactions entered into pursuant to the omnibus approval were placed before the Audit Committee for its review.
The details of the related party transactions for the financial year 2025-26 is given in notes of the financial statements which is part of Annual Report in compliance with the applicable provisions of the Companies Act, 2013 and other applicable Acts and Regulations.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has framed policy on Corporate Social Responsibility. As part of its initiatives under CSR, the Company has identified ongoing projects/activities in accordance with Schedule VII of the Act.
Pursuant to the provisions of Section 135(5) of the Companies Act, 2013, the Company was required to spend 2% of the average net profits of the immediately preceding three financial years towards Corporate Social Responsibility (CSR) activities. Accordingly, during the year under review, the Company spent Rs. 38,08,716.37/-. The net profits of the Company for the last three financial years
were Rs. 19,27,69,605.67/- for F.Y. 2022-23, Rs. 17,71,50,744.95 for F.Y. 2023-24 and Rs. 20,13,87,104.24 for F.Y. 2024-25.
Further, The company had spent Rs. 30.35 lakhs, Rs. 23.31 lakhs and Rs. 14.65 lakhs as required under Section 135(5) of the Companies Act, 2013 towards CSR activities for ongoing projects for the Financial Years 2024, 2023 and 2022, respectively through regular bank account of the company than otherwise required from a special bank account. The company has filed a compounding application with the Registrar of Companies (ROC) Mumbai, Maharashtra to condone the irregularity and the same is pending before the Registrar of Companies (ROC) Mumbai, Maharashtra.
The details of CSR activities undertaken during the financial year, as required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, are annexed as Annexure - III and forms part of this report. Pictures of some CSR initiatives taken by the company in an identified ongoing projects/ activities are as under:-
REGISTRAR AND TRANSFER AGENT
The Companys Registrar & Share Transfer Agents, M/s. Bigshare Services Private Limited (SEBI Reg. No:- INR000001385) having registered office situated at S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri East Mumbai-400093 (Email: info@bigshareonline.com, Tel.: 022 62638200 and Website:- www.bigshareonline.com) is fully equipped to carry out the transfers of shares and redress Investor complaints.
AUDITORS
A. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Act and rules made thereunder, M/s BORKAR AND MUZUMDAR, Chartered Accountants, Nagpur (FRN: - 101569W) was appointed as the Statutory Auditor of the company who shall hold the office of Statutory Auditors of the Company for a term of 5 (Five) consecutive years till the conclusion of 20 th Annual General Meeting of the Company to be held in the Calendar year 2028. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.
The Statutory Auditors have however confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.
The statutory Auditors Report forms part of the Annual Report. The Auditors Report issued by the Statutory Auditors, M/s. BORKAR AND MUZUMDAR, on the Audited Standalone and Consolidated Financial Statement for the financial year ended March 31, 2026 are with unmodified opinion, self-explanatory and do not call for any further comments. The Statutory Auditors Report does not contain any qualification, reservation or adverse remark on the financial Statements of the Company. The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
B. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Act read with rules made thereunder, M/s T. S. Tendulkar & Co., (ICSI COP No.- 11867) a peer reviewed firm of Company Secretaries in Practice, Pune was appointed as the Secretarial Auditor of the Company for a period of five years, i.e., from April 1, 2025 to March 31, 2030, by the Shareholders of the Company at AGM Dated 23rd September, 2025.
The Report of Secretarial Auditor for the Financial Year 2025-26 in form MR-3 forms part of the Annual Report and is annexed to this report as Annexure - IV.
There are no qualifications, reservations or adverse remarks or disclaimers in the said Secretarial Audit Report.
C. INTERNAL AUDITOR:
Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors of the Company has appointed M/s M/s. Girish N. Mundada & Co. Practicing Chartered Accountant, Nagpur (ICAI Firm Registration No. - 117612W) as the Internal Auditor of the company for the financial year 2025-26.
On the recommendations of Audit Committee, the Board of Directors of the company in their meeting dated 27 th May, 2026 appointed M/s. Girish N. Mundada & Co. Practicing Chartered Accountant, Nagpur (ICAI Firm Registration No. - 117612W) as the Internal Auditor of the company for the financial year 2026-27.
The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, during the financial year, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications hence do not call for any further explanation/s by the Company.
D. COST AUDITOR:
Pursuant to the provisions of Section 148 of the Act, M/s. Deepa Agrawal & Co., Practicing Cost Accountant, Nagpur (MRN - 32019, FRN - 002065) have been appointed as Cost Auditors of the Company for the Financial Year 2023-24. Pursuant to the Companies (Cost Records and Audit) Rules, 2014 the cost audit report for financial year 2025-26 will be filed with the Ministry of Corporate Affairs (MCA) within the statutory time frame.
On the recommendations of Audit Committee, the Board of Directors of the company in their meeting dated 27 th May, 2026 appointed M/s. Deepa Agrawal & Co., Practicing Cost Accountant, Nagpur (MRN - 32019, FRN - 002065) as the Cost Auditor of the company for the financial year 2026-27.
The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.
REPORTING OF FRAUDS
During the year under review, the Statutory Auditors and Secretarial Auditor of your company have to report any instances of fraud committed in your company by its officers, employees or management to the Audit Committee and / or to the Board as required under the applicable Acts and rules made thereunder; but no such instances of fraud were found and reported by the Statutory Auditors and Secretarial Auditor of your company during the year under review.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3) (a) of the Act, the draft annual return as on 31 st March, 2026 prepared in accordance with the provisions of Section 92(3) of the Act is made available on the website of your Company www.ramdevbabasol.com and can be assessed using the link https://ramdevbabasol.com/investor-corner/investors-information/documents/annual- returns/Draft%20MGT-7%202025-2026.pdf
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34(2)(e) of the Listing Regulations, a detailed Management Discussion and Analysis report forming part of the Annual Report and provides a detailed analysis on the following:
> Economic Scenario
> Industry Overview
> Business Overview
> Financial Overview
> Growth Drivers
> Risk Management
> Internal control systems and their adequacy
> Human Resources
> Information Technology
> Operational Performance
> Sustainability & Energy Conservation
> Corporate Governance & Compliances
> Future Outlook
> Cautionary Statement
MAINTENANCE OF COST RECORDS
The Company is required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the companies act, 2013. Accordingly, such accounts and records are made and maintained by the Company.
PARTICULARS OF EMPLOYEES
Disclosure relating to remuneration and other details as required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure - V which forms part of this report.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration (if any) in excess of the limits set out in the said rules will be available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished on request.
INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY
Internal Financial Controls are an integral part of the risk management process. Your Company has deployed the principles enunciated below to ensure adequacy of Internal Financial Controls with reference to Effectiveness and efficiency of operations, Reliability of financial reporting, Compliance with applicable laws and regulations, Prevention and detection of frauds, Safeguarding of assets etc.
The Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition. The Internal Auditors of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee.
The Company has in place adequate internal financial controls with respect to financial statements. The policies and procedures adopted by the Company ensure prevention and detection of frauds and errors, accuracy and completeness of the records and timely preparation of reliable financial statements. No Reportable weakness in the design or operation was observed during the year.
SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the period under review, The Company has already given corporate guarantee of Rs. 196 Crores on behalf of its Subsidiary Company i.e. RBS Renewables Private Limited to the Bankers of Subsidiary Company.
Details of Loans, Guarantees, Investments and Security as required under the provisions of Section 186 of the Companies Act, 2013 and Schedule B of SEBI Listing Regulations, are provided as part of the notes to the financial statements of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Rule 8 of the Companies (Accounts) Rules, 2014 is annexed and marked Annexure VI and forms part of this Report.
THE DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future during the year under review.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THETR STATUS AS AT THE END OF THE FINANCIAL YEAR
During the Financial Year 2025-26, there was no application made and proceeding initiated/pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.
INSURANCE
Your company has taken adequate insurance for all its assets and its operations against foreseeable perils. The company maintain insurance policies for its manufacturing units, offices, buildings, plant and machinery, boilers, furniture, fixture and fittings and stocks due to fire and other perils. The Company also maintain marine cargo insurance policy to insure consignments (if any) and also maintain insurance policies for the available vehicles.
These insurance policies are reviewed periodically to ensure that the coverage is adequate. We believe that the insurance coverage is in accordance with industry custom, including the terms of and the coverage provided by such insurances. The insurance policies are subject to standard limitations such as incur losses or suffer claims beyond the limits of or outside the relevant coverage of the insurance policies.
RISK MANAGEMENT
A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered.
The Board is very vigilant in working and also has proper internal control systems to minimize the operational and business risk. The Management has put in place adequate and effective system and manpower for the purposes of risk management.
CHIEF EXECUTIVE OFFICER (CEO) / CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION
Regulation 17(8) of the Listing Obligations and Disclosures Requirements formulated by the Securities and Exchange Board of India (SEBI), the CEO/CFO certification is not applicable to your Company as it is an SME Listed Entity.
CORPORATE GOVERNANCE
The Company is committed to maintaining the highest standards of corporate governance and transparency. We ensure that we evolve & follow the corporate governance guidelines & best practices sincerely to boost long-term shareholder value legally, ethically & sustainably. We consider it an inherent responsibility to disclose timely and accurate information regarding its operations and
performance. We also endeavor to maximize shareholders value and respect minority rights in all our business decisions.
The equity shares of your company are Listed on Emerge Platform of the National Stock Exchange of India Limited (NSE) on Dated 23 rd April, 2024 and by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) and (t) of subregulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the company.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)
The Business Responsibility & Sustainability Reporting as required by regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirement) regulations, 2015 is not applicable to the company for the financial year ending, March 31, 2026.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE, (POSH)
The Company has always believed in providing a safe and harassment free workplace for every individual working in the Companys premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, POSH Act and rules made thereunder, your Company has constituted an Internal Complaints Committees (ICs) at all relevant locations across India to consider and resolve any complaints related to sexual harassment.
During the financial year 2025-26, your Company has not received any complaint pertaining to sexual harassment. The Company has received NIL complaints on sexual harassment, and NIL complaints remained pending as of March 31, 2026.
MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:
Your Company confirms that it adheres to all statutory requirements concerning maternity leave, medical benefits, paid leaves, continued salary and service, and post-maternity support like nursing breaks and flexible work options and other entitlements for all the eligible women employees as per the Maternity Benefit Act, 1961.
VIGIL MECHANISM
Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and employees in conformity with the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, to facilitate the reporting of genuine concerns about unethical or improper activity, without any fear of retaliation.
The vigil mechanism of your Company provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.
The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. There were no Whistle blower complaints received by the company during the year under review.
The Whistle Blower Policy of the Company can be accessed at the website of the Company at www.ramdevbabasol.com
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and will take all the possible efforts to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint during financial year 2025-26.
GREEN INITIATIVE
The Ministry of Corporate Affairs (MCA) has taken a Green Initiative in Corporate Governance by allowing paperless compliances by companies through electronic mode and issued circulars in this regard. This enables the company to serve the notices / documents including AGM notice and Annual report electronically to the members / shareholders at their registered email address. To support the Green Initiative of the Ministry of Corporate Affairs fully, we request all the Members /
Shareholders who have not yet registered their E-mail addresses so far, to please register your e-mail addresses with respective / concerned Depository Participants / Registrar and Share Transfer Agent as early as possible.
CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Companys shares.
The Insider Trading Policy of the Company covering the Code of practices and procedures for Fair disclosures of unpublished price sensitive information is available on the website www.ramdevbabasol.com
Your company has also maintained Structured Digital Database (SDD) under the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations). The Company has Installed SDD Services in which relevant entries are recorded regularly.
WEBSITE
Your company has maintained a functional website www.ramdevbabasol.com containing information about the company as per the provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
3. There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.
4. There is no revision in the Board Report or Financial Statements.
5. There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
6. There was no instance of One Time settlement of loan obtained from the Banks or Financial Institutions.
7. No fraud has been reported by the Auditors to the Audit Committee or the Board.
8. There has been no change in the nature of business of the Company.
CAUTIONARY STATEMENT
Statements in this Annual Report and Management Discussion & Analysis sections describing the Companys objectives, projections, estimates and expectation may constitute certain statements, which are forward looking within the meaning of applicable laws and regulations. The statements in this management discussion and analysis report could differ materially from those expressed or implied / actual outcomes may significantly diverge from these statements due to a range of risks and uncertainties. There are various factors / variables that could make a difference or influence to the Companys operation include raw material availability and its prices, demand and pricing of the products in the markets, industry and market conditions, cash flow projections, pandemic conditions, changes in the governmental regulations, tax regimes, forex markets, economic developments within India and other incidental factors. The Company assumes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events, or otherwise.
DISCLAIMER
This document does not solicit investments in the Companys securities nor is it an assurance of guaranteed returns (in any form) for investments in the Companys equity shares. Typographical error in this document (if any) to be ignored.
ACKNOWLEDGMENT
Your Board of Directors are pleased to place on record the appreciation of the co-operation, guidance and support extended by Government of India, concerned State and Central Government departments, Banks, Financial Institutions, Stock Exchange and other Agencies. Your Board of Directors also thank the all the esteemed shareholders / members, Customers, Service providers, suppliers, business associates etc. for their trust, faith and confidence reposed in the company.
The Board also wishes to place on record its highest appreciation for the valuable services, dedicated efforts and consistent contributions rendered by all the employees of the Company at all levels.
For and on Behalf of Board of Directors For Ramdevbaba Solvent Limited
| SD/- | SD/- | |
| Place: Nagpur | Prashant Kisanlal Bhaiya | Nilesh Suresh Mohata |
| Date: 21.08.2026 | Chairman & Whole Time Director | Managing Director |
| DIN:02374524 | DIN:02374561 |
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