Regaal Resources Ltd Directors Report

For The Financial Year Ended March 31, 2026

Dear Members,

Your directors have pleasure in presenting the 14th Boards Report along with the Audited Financial Statements of your Company for the Financial Year ended March 31, 2026.

FINANCIAL RESULTS

During the year under review, the Company delivered a robust financial performance, achieving record revenue while further strengthening its key operating and financial metrics. This performance underscores the resilience of the Companys business model and lays a strong foundation for sustained growth in the years ahead. A summary of the Companys financial performance for the year is set out below:

( in Millions)

Particulars	FY 2025-26	FY 2024-25
Revenue from Operations	11,341.70	9,151.61
Other Income	11.95	24.15
Total Revenue	11,353.65	9,175.76
EBITDA	1,277.60	1,152.05
EBITDA %	11.25%	12.56%
Less: Finance charges	309.34	373.50
Profit before depreciation/amortisation	901.69	778.55
Depreciation/amortisation	157.78	140.56
Profit Before Tax	743.91	637.99
PBT %	6.55%	6.95%
Total Tax Expense	188.31	161.31
Profit After Tax	555.60	476.68
Transfer to General reserve	-	-
Earnings Per Share Basic ( )	5.86	6.05
Earnings Per Share Diluted ( )	5.81	6.03

STATE OF COMPANYS AFFAIRS AND PERFORMANCE REVIEW

During FY 2025–26, the Revenue from Operations increased from 9,151.61 million in the previous financial year to

11,341.70 million, registering a growth of 23.9%, robust business growth. Operating EBITDA for FY 2025–26 stood at 1,265.65 million, registering a year-on-year growth of 12.2%, with an EBITDA margin of 11.2%. Profit After Tax (PAT) for FY 2025–26 stood at 555.60 million, as against 476.68 million in the previous financial year, registering a year-on-year growth of 16.6% with a PAT margin of 4.9%. The overall improvement in the Companys performance reflects enhanced operational efficiency, improved profitability, and sustained revenue growth.

A detailed analysis of the Companys state of affairs, operational performance, and future outlook is provided in the Management Discussion and Analysis Report, which forms an integral part of this Annual Report for the financial year under review.

Capital Project

During FY 2025-26, the Company incurred capital expenditure of 4,132.80 million (including capital advance) towards its ongoing capacity expansion. The investments were primarily directed towards doubling the Companys maize crushing capacity from 825 tonnes per day (TPD) to 1,650 TPD, expansion of the captive co-generation power plant, and establishment of facilities for manufacturing Liquid Glucose (LG) and Maltodextrin Powder (MDP). While the investments were substantially completed during the year, the expanded manufacturing facilities were commissioned subsequent to the close of the financial year, in FY27.

In line with its long-term strategy of increasing the share of value-added products, the Company also continued to invest in facilities for Dextrose Anhydrous (DAH), Dextrose Monohydrate (DMH), Hydrol and an expanded range of modified starches, including cationic starch, carboxymethyl starch and pre-gel starch. These investments, together with the Companys increasing focus on value-added products and white-labelling, are expected to diversify the product portfolio, improve product realisations and strengthen long-term profitability

DIVIDEND

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has adopted a Dividend Distribution Policy, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividends to shareholders. The Policy is available on the website of the Company website at: https://regaalresources. com/policy/Dividend%20Distribution%20Policy.pdf

The Board of Directors, at its meeting held on May 27, 2026, recommended a final dividend of 0.25 (Rupees Twenty-Five Paise only) per equity share of face value 5 each, representing 5% of the face value of the equity shares of the Company, aggregating to 2,57,48,465, out of the profits of the Company for the financial year ended March 31, 2026. The proposed dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

The said dividend, if approved by the Members at the ensuing Annual General Meeting ("AGM"), will be paid within 30 days from the date of the AGM to those Members whose names appear in the Register of Members

(including Beneficial Owners) of the Company or in the

LISTING INFORMATION

The Equity Shares of the Company are listed and traded on: records of the Depositories as on the Record Date i.e., 16th September 2026.

Pursuant to the provisions of the Income-tax Act, 2025, dividend income is taxable in the hands of the shareholders. Accordingly, the Company is required to deduct Tax Deducted at Source (TDS) at the prescribed rates under Section 393(1) (for Resident Shareholders) and applicable non-resident sections of the Act, wherever applicable, prior to the disbursement of the Final Dividend. The net dividend, after deduction of applicable tax, will be paid to eligible shareholders whose names appear on the Register of Members as on the Record Date.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the

Company during the financial year 2025-26

TRANSFER TO RESERVES

The Company has not transferred any amount to the General

Reserve for the financial year ended March 31, 2026.

BSE Limited	Scrip Code: 544485
National Stock Exchange of India Ltd.	Symbol: REGAAL
Listing Effective Date	August 20, 2025
ISIN	INE0MHO01029
Annual Listing Fees	Paid for FY 2025-26 to both exchanges

CHANGES IN SHARE CAPITAL

During the Financial Year 2025-26, there was no change in the Authorised Share Capital of the Company, which continued to stand at 70,00,00,000 (Rupees Seventy Crores only). However, pursuant to the Initial Public Offer (IPO), the issued, subscribed and paid-up equity share capital of the Company increased during the financial year. The details of such increase are set out in the table below:

Particulars	No of Shares [Issued and Paid-up Capital]	Share Capital Amount [Issued and Paid-up Capital] (in )
At the beginning of the financial year 2025-26	8,21,35,940	41,06,79,700
Add:
Shares issued under the Initial Public offer	2,05,87,520	10,29,37,600
At the end of the financial year 2025-26	10,27,23,460	51,36,17,300

Note: Face value of equity shares is 5 per share

The Board of Directors, at its meeting held on August 18, 2025 approved the allotment/transfer of Equity Shares at an offer price of 102/- per share (including a share premium of 97/-) under the Initial Public Offer (‘IPO), comprising a fresh issue of 20,587,520 Equity Shares and an offer for sale of 9,412,000 Equity Shares, as per the basis of allotment approved in consultation with the BSE Limited, the designated stock exchange for the IPO.

REPORT ON THE UTILISATION OF PROCEEDS OF THE INITIAL PUBLIC OFFER

Pursuant to Regulation 41 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Company has appointed CARE Ratings Limited as the Monitoring Agency to monitor the utilisation of the proceeds of its Initial Public Offer ("IPO"). The Monitoring Agency has submitted its monitoring reports on a quarterly basis to the Audit Committee and the Board of Directors. The Audit Committee and the Board of Directors have duly reviewed and taken note of the said reports, which have also been submitted to the Stock Exchanges in accordance with the requirements of Regulation 32(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Below is the summary of the utilisation of proceeds from the Public issue:

( in Millions)

Objectives as per Prospectus	Amount to be utilised as per the prospectus	Utilised Amount upto March 31, 2026	Unutilised amount upto March 31, 2026
Repayment and / or pre-payment, in full or in part, of our certain outstanding borrowings availed by our Company	1,590.00	1,590.00	-
General Corporate Purposes (GCP)	281.40	282.00	-0.60
Total Proceeds	1,871.40	1,872.00	-0.60

**The funds utilized towards GCP exceeded by 0.6 Million pertaining to share of offer expenses of the company. Hence, there is a deviation of 0.6 Million, however, such deviation remains within 10% of the amount projected in the offer documents.

EMPLOYEES STOCK OPTION PLAN (ESOP)

With a view to recognizing and rewarding employees for their contribution to the Companys growth and success, and enhancing employee motivation, ownership and long-term retention, the Company has introduced an employee recognition scheme in the form of the ‘Regaal Resources Limited Employee Stock Option Plan 2024 ("Plan"). The ESOP Plan is designed to enable eligible employees to participate, directly or indirectly, in the long-term growth and success of the Company, while fostering a sense of ownership and aligning their interests with those of the Company and its stakeholders. The ESOP Plan was approved by the Board of Directors at its meeting held on 4th November 2024 and subsequently approved by the Members of the Company by way of a Special Resolution passed at the Extraordinary General Meeting held on

4th November 2024.

The ESOP Plan is in compliance with the SEBI (Share Based

Employee Benefits and Sweat Equity) Regulations, 2021 and is administered by the Nomination and Remuneration Committee. During FY 2024–25, the Company granted 8,64,000 stock options to eligible employees. In accordance with the terms of the ESOP Plan, 2,88,000 stock options, representing one-third of the total options granted, vested in the hands of the eligible employees on 1st December 2025. The disclosures required under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are enclosed as Annexure – 1 to this Report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY25 is uploaded on the website of the Company and the same is available on https:// regaalresources.com/annual-return-1/. The annual return for FY26 will be placed post completing Annual filings with the Registrar of Companies and thereafter the same can be viewed by the members and stakeholders.

CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND DATE OF THE REPORT

There were no material changes or commitments affecting the financial position of the Company between the Financial

Year ended March 31, 2026, and the date of this Report.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance and believes that a robust governance framework is fundamental to creating and sustaining long-term value for all stakeholders. The Company has complied with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to corporate governance.

In terms of SEBI Listing Regulations, a separate section on "Corporate Governance" with a compliance report on corporate governance and a certificate from Mrs. Rinku Agarwal, Company Secretary in Practice, (Membership No. 17209, COP No. 5809), Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance, has been provided in this Annual Report.

A certificate of the Officer of the Company in terms of Part B of Schedule II of SEBI Listingregulations,inter-alia,confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed as annexure with report on Corporate Governance.

MANAGEMENT DISCUSSION & ANALYSIS

As per Regulation 34 (3) of the SEBI Listing Regulations 2015, a detailed review of the industry structure and developments, opportunities and threats, segment-wise performance, outlook, risks and concerns, internal control systems and their adequacy, financial performance with respect to operational performance, and material developments in human resources, as required under the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in the Management Discussion and Analysis Report, which forms an integral part of the Annual Report

TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, no dividend or shares were required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to Section 125 of the Companies Act, 2013.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company continues to be guided by a distinguished and experienced Board of Directors, supported by a competent team of Key Managerial Personnel, who provide strategic leadership and ensure effective governance and management of the Companys affairs. During the financial year under review, there were no changes in the composition of the Board of Directors or the Key Managerial Personnel of the Company.

The details of the Directors and Key Managerial Personnel are provided in the Report on Corporate Governance forming part of the Annual Report.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 read with the rules made thereunder and in accordance with the Articles of Association of the Company, Mr. Munish Jhajharia (DIN: 01108077), Director of the Company, retires by rotation at the ensuing Annual General Meeting ("AGM") and, being eligible, has offered himself for re-appointment.

A certificate has been received from Mrs. Rinku Agarwal,

Company Secretary in Practice (Membership No. 17209, COP No. 5809), Secretarial Auditor of the Company, pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, confirming that none of the Directors the Company has been debarred or disqualified from being Chief Financial appointed or continuing as a director by the Securities and Exchange Board of India (SEBI), the Ministry of Corporate

Affairs or any other statutory authority. The said certificate forms part of the Report on Corporate Governance.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declarations from all its Independent Directors under Section 149(7) of the Companies Act, 2013. The Independent Directors have confirmed that: a. they meet the criteria of independence prescribed under Section 149(6) of the Act, read with Schedule IV and the Rules made thereunder, as well as Regulations 16(1)(b) and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and that there has been no change in the circumstances affecting their status as Independent Directors of the Company;

b. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act;

c. they are registered with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs and have passed the online proficiency self-assessment test or are exempt from passing the same in accordance with Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Based on the declarations received and after due assessment, the Board is of the opinion that all the

Independent Directors fulfil the requisite conditions of independence and are independent of the management.

Further, there was no appointment of any new Independent Director during the Financial Year 2025–26.

BOARD AND COMMITTEE MEETINGS

(a) Board Meetings

During FY 2025-26, 10 (Ten) Board Meetings were held. Adequate notice was given to all Directors along with the agenda and explanatory notes, in accordance with Secretarial Standard-1.

The maximum gap between any two meetings was less than 120 days, as stipulated under SEBIs Listing Regulation, 2015. The details of Board Meetings held, and attendance of Directors are provided in the Report on Corporate Governance forming part of the Annual Report.

(b) Board Committees

The Company has constituted various Board-level committees in accordance with the requirements of Act, and SEBI Listing Regulations. The Board has the following committees as on 31st March 2026: i. Audit Committee ii. Nomination and Remuneration Committee iii. Stakeholders Relationship Committee iv. Corporate Social Responsibility Committee v. Risk Management committee vi. Management Committee

Details of all the above Committees along with composition and meetings held during the year under review are provided in the Report on Corporate Governance forming part of the Annual Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Details of the separate meeting of the Independent Directors held and attendance of Independent Directors therein are provided in the Report on Corporate Governance forming part of the Annual Report.

EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013, read with Rule 8(4) of the Companies (Accounts) Rules, 2014, and Regulation 17(10) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company carried out an annual performance evaluation of the Board of Directors, its

Committees, and individual Directors during the financial year under review.

The evaluation was conducted in accordance with the criteria and framework approved by the Board and embodied in the Companys Performance Evaluation Policy. The assessment aimed to review and enhance the effectiveness of the Board and its Committees in discharging their strategic, governance, and oversight responsibilities. The evaluation covered, inter alia, the composition and diversity of the Board, the balance of skills, experience and expertise, the effectiveness of Board processes and functioning, the quality of deliberations and decision-making, the performance of Committees, the contribution of individual Directors, including Independent Directors, and compliance with applicable corporate governance requirements. The Board noted the results of the evaluation and was satisfied that the Board, its committees, and individual Directors were functioning effectively and contributing to the achievement of the

Companys objectives.

NOMINATION & REMUNERATION POLICY

The remuneration policy of the Company seeks to attract, retain and motivate talented individuals at the executive and Board levels. The remuneration policy ensures that the remuneration to the directors, key managerial personnel and the senior management involve a balance between fixed, and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

In terms of Sections 134(3)(e) and 178 of the Companies Act, 2013, the Board has, on the recommendation of the NRC, adopted a policy on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, and independence. The

Nomination and Remuneration Policy is available on the Companys website at https://regaalresources.com/policy/ Nomination%20and%20Remuneration%20Policy.pdf

DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of section 134 of the Act shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 2025-26 and of the profit and loss of the company for the same period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

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

Explanation. —For the purposes of this clause, the term

"internal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your Company has a system of internal control to ensure that the financial and other records are reliable, the assets and properties are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly.

The Internal Control System is supplemented by an extensive program of internal audits, review by management and documented policies, guidelines and procedures. The internal control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

All purchases and expenses are guided by formal approval mechanisms. Officials are designated for approval up to specified limits to have automatic and efficient cost control process

FRAUDS REPORTED BY AUDITORS

During the year under review, no instances of fraud were reported by any auditor of the Company. This reflects the

Companys commitment to maintaining robust internal controls, financial transparency, and the integrity of its business operations.

SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

As at March 31, 2026, the Company does not have any subsidiaries, associate companies, or joint ventures.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public or shareholders during FY 2025-26, in accordance with Sections 73 and 74 of the Companies Act, 2013.

CREDIT RATING

All ratings assigned by Crisil Ratings are kept under continuous surveillance and review.

Please find in the table below the ratings outstanding for debt instruments/ facilities of the company, and the ratings actions by Crisil Ratings on the ratings as on date.

Total Bank Loan Facilities Rated	625.57 Crore
Long Term Rating	Crisil A-/Stable

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS UNDER SECTION 186

During the year under review your Company has not given any loan, guarantee, or made any investment in securities exceeding sixty percent of its paid-up share capital, free reserves and securities premium account or one hundred percent of its free reserves and securities premium account, whichever is more, as prescribed under Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

During the year under review, your Company has entered into related party transactions in compliance with the provision of Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"). The detailed disclosures have been given in the Financial Statements. All the related party transactions were entered in the ordinary course of business and on an arms length basis and Form for disclosure of particulars of contracts/ arrangements entered into by the Company are set out in

Annexure- 2

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company remains steadfast in its commitment to creating sustainable value for society by integrating social, environmental and economic considerations into its business philosophy. The Corporate Social Responsibility ("CSR") initiatives of the Company are guided by the principles of responsible corporate citizenship and are undertaken in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Board has constituted a Corporate Social Responsibility Committee to oversee the implementation and monitoring of the Companys CSR initiatives in accordance with the approved CSR Policy, which focuses on education, animal welfare, environmental sustainability and community development. The CSR Policy is available on the Companys website at https://regaalresources.com/policy/ Corporate%20Social%20Responsibility%20Policy.pdf

For the financial year 2025-26, the Companys CSR obligation amounted to 77,01,346.19. Against this obligation, the Company incurred a total CSR expenditure of 77,77,572, thereby fully discharging its statutory CSR obligation, with no unspent CSR amount remaining as at the end of the financial year. The Annual Report on CSR activities, prepared in accordance with the provisions of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Report as Annexure 3.

PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The disclosures required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, including the information prescribed under Rule 5(1) and the statement containing the names of the top ten employees in terms of remuneration drawn and the particulars of employees as required under Rule 5(2) and Rule 5(3), are provided in Annexure–4 forming part of this Report.

HUMAN RESOURCES

The Company recognizes its human resources as one of its most valuable assets and a key driver of sustainable growth. It remains committed to fostering employee development through continuous engagement, training, and skill enhancement initiatives aimed at strengthening competencies and expanding knowledge across the organization.

The Company also focuses on enhancing its employer brand to attract, develop, and retain high-Caliber talent within the industry. During the year, employee relations remained cordial, collaborative, and positive at all levels of the organization, reflecting the Companys commitment to maintaining a productive and inclusive work environment. As of March 31, 2026, the Company had a workforce of 591 employees on its payroll across all locations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, and foreign exchange earnings and outgo, as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out in ‘Annexure – 5 to this Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Details of familiarization programme for independent directors are provided in the Report on Corporate Governance forming part of the Annual Report of the company.

RISK MANAGEMENT

The Company has established a robust risk management framework to identify, assess, monitor and mitigate risks that may affect the achievement of its strategic and business objectives or threaten the existence of the Company. The Board has constituted a Risk Management Committee to oversee the implementation and periodic review of the Companys risk management framework, while the Audit Committee provides oversight of financial risks and internal controls.

In compliance with Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companys Risk Management Policy is reviewed periodically by the Risk Management Committee and the Board to ensure its continued effectiveness. The risk management framework enables the Company to proactively address key risks while supporting sustainable growth and value creation. The data relating to the composition and terms of reference of the risk management committee are disclosed in the Corporate Governance Report, which forms an integral part of this report. Further the Risk Management Policy is available on the website of the Company at https:// regaalresources.com/policy/Risk%20Management%20 Policy.pdf .

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy in place providing a formal mechanism for Directors and employees to raise concerns regarding unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct. All such disclosures are directed to the Chairperson of the Audit Committee. The policy is in compliance with Section 177 of the Companies Act, 2013 and Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013.

The said policy on Vigil mechanism may be accessed on the Companys websites https://regaalresources.com/policy/ Whistle%20Blower%20Policy.pdf

SIGNIFICANT & MATERIAL ORDERS OF COURTS / REGULATORS

Prior to the filing of the Draft Red Herring Prospectus, in the Financial Year 2024-25 the Company had identified certain non-compliances under the provisions of the Companies Act, 2013, relating to appointment of directors, filing of statutory forms, and allotment related matters. In this regard, the Company had voluntarily filed Suo motu adjudication / compounding applications before the

Registrar of Companies ("ROC"), Ministry of Corporate

Affairs ("MCA"), for adjudication of the aforesaid matters.

During the Financial Year 2025–26, the Company had received 20 (Twenty) adjudication orders from the MCA and had made payment of penalties aggregating to 28,71,500/- (Rupees Twenty-Eight Lakhs Seventy-One Thousand Five Hundred Only) in compliance with the said orders.

AUDITORS

(a) Statutory Auditors

M/s. Singhi & Co. (Firm Registration No. 302049E), Chartered Accountants, were appointed as the Statutory Auditors of the Company by the Members at the Annual General Meeting held on September

30, 2022, for a term of five consecutive years, to hold office from the conclusion of the said Annual General

Meeting until the conclusion of the Annual General Meeting to be held in the year 2027. The Statutory

Auditors have confirmed that their appointment is in accordance with the provisions of Sections 139 and 141 of the Companies Act, 2013.

The Statutory Auditors Report does not contain any qualification, reservation, or adverse remark and is self-explanatory. No incident of fraud was reported to the Audit Committee during FY 2025-26.

The Independent Auditors Report is forming part of the Annual Report.

(b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members of the Company, at the Annual General Meeting held on August 9, 2025, approved the appointment of Mrs. Rinku Agarwal (Membership No. 17209, COP No. 5809), Practising Company Secretary, as the Secretarial Auditor of the Company for a term of five consecutive years, commencing from the financial year 2025-26 till financial year 2029-30.

The Secretarial Audit Report in Form MR-3 is annexed to this Report as Annexure 6. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

(c) Internal Auditor

M/s. KASG & Co. (FRN: 002228C), Chartered Accountants, serve as the Internal Auditors of the

Company. The firm was appointed as the Internal

Auditors by the Board of Directors on April 28, 2025, to conduct the internal audit of the Company for the

Financial Year 2025-26. The firm has confirmed that its appointment is in compliance with the provisions of Section 138 of the Companies Act, 2013

(d) Cost Records & Cost Audit

The provisions relating to maintenance of cost records and appointment of a Cost Auditor were reviewed for FY 2025-26. Based on the applicable criteria under the Companies Act, 2013, these requirements were found to be not applicable to the Company.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has duly complied with the provisions of the

Maternity Benefit Act, 1961, including the amendments made thereto.

COMPLIANCE WITH SECRETARIAL STANDARDS

During FY 2025-26, the Company was in full compliance with Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings, issued by the Institute of Company Secretaries of India (ICSI).

CORPORATE INSOLVENCY RESOLUTION PROCESS (IBC, 2016)

No Corporate Insolvency Resolution Process has been initiated against the Company during the year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There were no instances of one-time settlement during the financial year.

FAILURE TO IMPLEMENT CORPORATE ACTIONS

During the year under review, none of the corporate actions of the Company failed to get implemented.

PREVENTION OF SEXUAL HARASSMENT (POSH)

Your Company maintains a zero-tolerance policy towards sexual harassment in the workplace. A Policy on Prevention,

Prohibition, and Redressal of Sexual Harassment at the Workplace is in place in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) is constituted for all workplaces.

Further, the Company has registered on SHE-BOX (Sexual Harassment Electronic Box) Portal. This portal ensures a safe working environment for every woman and aims to strengthen the implementation of the POSH Act, 2013 by ensuring prompt and transparent redressal of complaints through the designated authorities.

The status of Complaints for the FY 2025-26 is as follows:

Particulars	Numbers
Number of Complaints at the beginning of the financial year	NIL
Number of Complaints filed during the financial year	NIL
Number of Complaints disposed of during the financial year	NIL
Number of Complaints pending as on during the financial year	NIL

CAUTIONARY STATEMENT

Statements in this Report describing the Companys objectives, projections, estimates and expectations may constitute "forward-looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied, depending on economic conditions, government policies and other incidental factors.

ACKNOWLEDGEMENT

The Board of Directors sincerely thanks all stakeholders — shareholders, customers, employees, business partners, and regulatory authorities — for their continued trust, support, and guidance. We particularly acknowledge the visionary leadership of Mr. Anil Kishorepuria, Chairperson

& Managing Director, whose dedication and strategic foresight have been instrumental in achieving the Companys objectives. We look forward to the continued support of all our stakeholders as we strive to create sustainable long-term value.

We also wish to formally acknowledge and deeply appreciate the dedicated services rendered by the Companies executives, staff, and workers.

	By order of the Board of Directors
	Regaal Resources Limited
	Sd/-
	Anil Kishorepuria
Place: Kolkata	Chairperson & Managing Director
Date: 14th August 2026	DIN: 00724328