Renol Polychem Ltd Directors Report

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Oct 23, 2026|03:58:08 PM

Renol Polychem Ltd Share Price directors Report

Dear Members,

The Board of Directors hereby presents their 3rd Annual Report on the business and operations of Renol Polychem Limited (“the Company” or “RPL”), along with Audited Financial Statements for the financial year ended 31st March, 2026.

FINANCIAL HIGHLIGHTS:

The audited financial statements of the Company as on March 31, 2026, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

The summarized Financial Highlights of the Company are as follows:

(Amount in Lakhs except EPS)

Standalone Consolidated
2025-26 2024-25 2025-26 2024-25
Revenue from Operations 8,900.14 6,229.90 8,998.78 6,229.90
Other Income 20.90 26.33 21.01 26.33
Share of Profit from Associate 0.00 0.00 3.12 0.00
Total Revenue 8,921.04 6,256.23 9,022.92 6,256.23
Total Expenses 7,817.48 5,589.83 7,905.47 5,589.83
Profit /(Loss) before Tax 1,103.56 666.39 1,117.45 666.39
Provision for Tax and Deferred Tax 277.74 166.72 280.46 166.72
Short provision of I. Tax for earlier years 11.55 0 11.55 0
Profit /(Loss) after Tax 814.27 499.68 825.45 499.68
Earning per Share (Basic & Diluted) 6.74 9.10 6.83 9.10

STANDALONE REVIEW OF OPERATIONS & STATE OF COMPANYS AFFAIRS:

During the year under review, the Company has earned total revenue of Rs. 8,900.14/- Lakhs as against total revenue of Rs. 6,229.90/- Lakhs during previous financial year. Consequently, the Company has incurred net profit amounting to Rs. 814.27/- Lakhs for the FY ended 31st March, 2026 as against net profit of Rs. 499.68/- Lakhs, during the previous year ended 31st March, 2025.

CONSOLIDATED REVIEW OF OPERATIONS & STATE OF COMPANYS AFFAIRS:

During the year under review, the Company has earned total revenue of Rs. 8,998.78/- Lakhs as against total revenue of Rs. 6,229.90/- Lakhs during previous financial year. Consequently, the Company has incurred net profit amounting to Rs. 825.45/- Lakhs for the FY ended 31st March, 2026 as against net profit of Rs. 499.68/- Lakhs, during the previous year ended 31st March, 2025.

CHANGE IN THE NATURE OF THE BUSINESS:

There is no change in the nature of the Business.

SHARE CAPITAL:

During the year under review, Authorised Share Capital of the Company increased from the existing Authorised Share Capital of Rs. 9,00,00,000/- (Rupees Nine Crore) divided into 90,00,000 (Ninety Lakh) Equity Shares of Rs. 10/- (Rupees Ten) to Rs. 16,50,00,000/- (Rupees Sixteen Crore Fifty Lakh) divided into 1,65,00,000 (One Crore Sixty-Five Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each.

Board of Directors at their meeting held on 17th November, 2025, approved to create, issue, offer and allot, from time to time, in one or more tranches, up to 42,21,200 Equity Shares having face value of Rs. 10/- at a price of Rs. 134/- per share including a premium of Rs. 124/- per share, aggregating up to Rs. 56,56,40,800 for cash consideration to certain identified non-promoter persons/entities by way of preferential issue in accordance with the provisions of Section 42 and Section 62(1)(c) of the Companies Act, 2013, as amended ("Act") read with Companies (Prospectus and Allotment of Securities) Rules, 2014, and Companies (Share Capital and Debentures) Rules, 2014 as amended ("Rules"), Chapter V of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

Board of Directors at their meeting held on 17th November, 2025, approved to create, issue, offer and allot from time to time, in one or more tranches, up to 31,57,200 equity warrants i.e. Fully Convertible Warrants (“Warrants”), each convertible into or exchangeable, within a maximum period of 18 months from the date of allotment of warrants into equivalent number of fully paid-up equity share of the Company of face value of Rs. 10/- (Rupee Ten) each at a price of Rs. 134/-, aggregating up to Rs. 42,30,64,800 for cash consideration to certain identified promoters and/or members of promoter group by way of preferential issue in accordance with the provisions of Section 42 and Section 62(1)(c) of the Companies Act, 2013, as amended ("Act") read with Companies (Prospectus and Allotment of Securities) Rules, 2014, and Companies (Share Capital and Debentures) Rules, 2014 as amended ("Rules"), Chapter V of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI Listing Regulations, 2015.

Board of Directors at their meeting held on 23rd January, 2026, approved allotment of 34,00,745 equity shares of face value Rs. 10/- each at an issue price of Rs. 134/- each, including a premium of Rs. 124/- each to the allottees.

Consequent to above mentioned allotment, the issued, subscribed and paid-up equity share capital of the Company stands increased to Rs. 11,34,47,450/- divided into 1,13,44,745 equity shares of face value of Rs. 10/- each.

Board of Directors of the Company has at its meeting held on 24th January, 2026 inter alia, considered and approved the Allotment of 53,717 equity shares of face value Rs. 10/- each at an issue price of Rs. 134/- each, including a premium of Rs. 124/- each to the allottees in this second and final tranche.

Consequent to allotment of shares in this tranche, the issued, subscribed and paid-up equity share capital of the Company stands increased to Rs. 11,39,84,620/- divided into 1,13,98,462 equity shares of face value of Rs. 10/- each.

Board of Directors of the Company at its Meeting held on 30th March, 2026 has inter-alia considered and approved the allotment of 6,86,000 equity shares of face value of Rs.10/- each at a price of Rs. 134/- per equity share (including a premium of Rs. 124 per equity share) fully paid up, consequent to the warrant holder having exercised his right for conversion of warrants into equity shares.

Post the allotment of equity shares, the paid-up equity share capital of the Company has increased from Rs. 11,39,84,620/- (Rupees Eleven Crore Thirty-Nine Lakh Eighty-Four Thousand Six Hundred Twenty Only) to Rs. 12,08,44,620/- (Rupees Twelve Crore Eight Lakh Forty-Four Thousand Six Hundred Twenty Only) as on 31st March, 2026.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year ended 31st March, 2026. TRANSFER TO RESERVE:

Board of Directors has proposed to transfer entire profit earned during the year, to retained earnings.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and up to the date of the report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company as on March 31, 2025 comprised of Five (5) Directors out of which Two (2) are Executive Directors and one (1) is Non-Executive Director and two (2) are Independent Directors.

The Directors and Key Managerial Personnel of the Company are summarized below:

Bhavesh Bhaimansukhbhai Harsoda - Managing Director Naitik Bhaveshbhai Harsoda - Director Anjali Hukambhai Jeshani -Director Nikita Gaurav Tank - Independent Director Anandbhai Nalinbhai Pathak - Independent Director

CS Ankur Rastogi - Company Secretary & Compliance Officer (Resigned w.e.f. 31st March, 2026)

Ekta Priyang Kukadiya - Chief Financial Officer

DECLARATION BY INDEPENDENT DIRECTORS:

Directors who are Independent, have submitted a declaration as required under Section 149(7) of the Act that each of them meets the criteria of Independence as provided in Sub Section (6) of Section 149 of the Act and under Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and there has been no change in the circumstances which may affect their status as independent Director during the year. In the opinion of the Board, the Independent Directors possess an appropriate balance of skills, experience and knowledge, as required.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA).

DETAILS OF MEETINGS OF BOARD OF DIRECTORS:

A. BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and take view of the Companys policies and strategy. The Board of Directors met 8 times during the financial year under review. The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Date of Board Meetings held:

1. 07.04.2025

2. 19.05.2025

3. 28.06.2025

4. 05.08.2025

5. 17.11.2025

6. 23.01.2026

7. 24.01.2026

8. 30.03.2026

The details of meetings attended by the Directors are as follows:

Sr. No. Name of Directors/KMP No. of meetings held No. of meetings attended
1. Bhaveshbhai Mansukhbhai Harsoda 8 8
2. Naitik Bhaveshbhai Harsoda 8 8
3. Anjali Hukambhai Jeshani 8 8
4. Nikita Gaurav Tank 8 8
5. Anandbhai Nalinbhai Pathak 8 8

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried out annual performance evaluation of its own performance.

The Directors expressed their satisfaction with the evaluation process and outcome. The performance of each of the non-independent directors was also evaluated by the independent directors at the separate meeting held of the Independent Directors of the Company.

B. COMMITTEES OF BOARD:

AUDIT COMMITTEE

The functioning and terms of reference of the Audit Committee including the role, powers and duties, quorum for meeting and frequency of meetings, have been devised keeping in view the requirements of Section 177 of the Companies Act, 2013.

As on 31st March, 2026, Audit Committee comprises of Mr. Anandbhai Nalinbhai Pathak, Chairman of the Committee, an Independent Director, Ms. Nikita Gaurav Tank, Member to Committee, an Independent Director and Mr. Bhaveshbhai Mansukhbhai Harsoda, Member to the Committee, Managing Director.

Mr. Ankur Rastogi acts as Secretary to the Committee.

The Audit Committee has been authorized to look after the following major functions:

• To recommend for appointment, remuneration and terms of appointment of auditors of the company;

• To review and monitor the auditors independence and performance, and effectiveness of audit process;

• To examine the financial statement and the auditors report thereon;

• To approve or any subsequent modification of transactions of the company with related parties;

• To conduct scrutiny of inter-corporate loans and investments;

• To evaluate undertakings or assets of the company, wherever it is necessary;

• To evaluate internal financial controls and risk management systems;

• To monitor the end use of funds raised through public offers and related matters.

• To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and to discuss any related issues with the internal and statutory auditors and the management of the company.

• To investigate into any matter in relation to the items specified in or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.

During the financial year 2025-2026 Two (2) Meetings of Audit Committee were held on 13.11.2025 05.02.2026 and attendance of Members at these meetings were as under:

The status of the attendance of the members in meetings during the year is as under:

Sr. no. Name Member/Chairman No. of meetings
Held Attended
1. Mr. Anandbhai Nalinbhai Pathak Chairman 2 2
2. Ms. Nikita Gaurav Tank Member 2 2
3. Mr. Bhaveshbhai Mansukhbhai Harsoda Member 2 2

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee of the Board was formed in compliance with provisions of Section 178 of Companies Act, 2013 and Rule 6 and 7 of Companies (Meetings of Board and its Powers) Rules, 2014.

As on 31st March, 2026, Nomination and Remuneration Committee comprises of Mr. Anandbhai Nalinbhai Pathak, Chairman of the Committee, an Independent Director, Ms. Nikita Gaurav Tank, Member to Committee, an Independent Director and Ms. Anjali Hukambhai Jeshani, Member to the Committee, Non-Executive (Non-Independent) Director.

The Committee has been authorized to look after following major functions:

• To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance.

• To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

To ensure that?

• the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

• relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• 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.

The policy so framed by the said Committee shall be disclosed in Boards Report to shareholders.

During the financial year 2025-2026, One (1) Meeting of Nomination & Remuneration Committee were held on 25.04.2025 and attendance of Members at these Meetings were as under:

Sr. no. Name Member/Chairman No. of meetings
Held Attended
1. Mr. Anandbhai Nalinbhai Pathak Chairman 1 1
2. Ms. Nikita Gaurav Tank Member 1 1
3. Ms. Anjali Hukambhai Jeshani Member 1 1

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committees composition and terms of reference meet with the requirement of the Listing Agreement and provisions of Section 178 of Companies Act, 2013.

As on 31st March, 2026, Stakeholders Relationship Committee comprises of Ms. Nikita Gaurav Tank, Chairman to Committee, an Independent Director, Mr. Anandbhai Nalinbhai Pathak, Member of the Committee, an Independent Director and Mr. Naitik Bhaveshbhai Harsoda, Member to the Committee, Executive Director.

During the financial year 2025-2026 One (1) Meeting of Stakeholders Relationship Committees were held on 05.01.2026 and attendance of Members at these meetings were as under:

Sr. no. Name Member/Chairman No. of meetings
Held Attended
1. Ms. Nikita Gaurav Tank Chairman 1 1
2. Mr. Anandbhai Nalinbhai Pathak Member 1 1
3. Mr. Naitik Bhaveshbhai Harsoda Member 1 1

GENERAL MEETING(S) HELD DURING THE YEAR

During the financial year, 2 (Two) general meeting were held, i.e. Extra-Ordinary General Meeting held on 16/12/2025 and Annual General Meeting held on 21/07/2025

CORPORATE SOCIAL RESPONSIBILITY:

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with:

Net worth of Rs. 500 Crores or more, OR Annual turnover of Rs. 1000 Crores or more, OR Net profit of Rs. 5 Crores or more,

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility, The Board of Directors shall discharge the function and responsibility with respect to Corporate Social Responsibility.

DISCLOSURE OF STATEMENT ON DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed to mitigating actions on a continuing basis.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars of loan given, investment made, guarantees given and security provided under section 186 of the Companies Act, 2013, if any, are provided in the notes of financial statement.

AUDITORS:

STATUTORY AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee, subject to approval of shareholders, has approved the appointment of M/s Sunit M Chhatbar & Co., Chartered Accountants (Firm Registration No. 141068W) as the Statutory Auditor of the Company at their Board Meeting held on Thursday, 13 th November, 2025, to fill the casual vacancy caused due to the resignation of M/s K. M. Chauhan & Associates, as Statutory Auditors of the Company, till the conclusion of this General Meeting of the company, and also proposed to appoint them as Statutory Auditors of the company for a term of five (5) consecutive years, subject to approval of members of the Company at this Annual General Meeting.

The Company has received a certificate from the above Auditors to the effect that if they are appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Auditors Report for the financial year ended March 31, 2026 forms part of this Annual Report and is attached to the Directors Report does not contain any qualification, reservation or adverse remarks. There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITORS: Secretarial Audit Report Annexure - A the Board of Directors at its meeting held on September 07, 2026 have appointed M/s. H Togadiya & Associates, Practicing Company Secretaries, (CP No. 18233 and Peer Review Certificate No. 2005/2022) as Secretarial Auditors of the Company to conduct secretarial audit for a period of five consecutive years from FY 2026-27 to FY 2030-31.

ANNUAL RETURN/ WEB ADDRESS OF ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2026 is available on the Companys website: https://www.renolpolychem.com/.

NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR

Female 3 Male 13 Transgender 0

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

At Renol Polychem Limited, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

At Renol Polychem Limited, every individual is expected to treat his/her colleagues with respect and dignity.

The Company also has in place “Prevention of Sexual Harassment Policy”. This Anti- Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Policy also includes misconduct with respect to discrimination or sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

During the year under review, the company had more than ten employees. Hence the company had constituted Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibitions and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed of during the year:

. No. of complaints received: NIL . No. of complaints disposed of: NA

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company is well equipped with internal financial controls. The Board of Directors of the Company, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective Companies considering the essential components of internal control.

The Company has a continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis.

These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring:

? Orderly and efficient conduct of its business,

? Adherence to the respective companys policies,

? Safeguarding of its assets,

? Prevention and detection of frauds and errors,

? Accuracy and completeness of the accounting records,

? Timely preparation of reliable financial information, as required under the Act.

COMPLIANCE WITH SECRETERIAL STANDARDS:

Pursuant to Secretarial Standard issued by the Institute of Company Secretaries of India, company has complied with the applicable secretarial standard i.e. SS-1 & SS-2 (Meetings of Board of Directors & General Meetings) respectively, during the year under review.

DISCLOSURE OF STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR UNDER SECTION 149(6):

During the Financial year 2025-26, the company has received Disclosure pertaining to declaration of Independence from Independent Director of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUB SECTION 1 OF SECTION 188 OF THE COMPANIES ACT, 2013:

During the year under review, contracts or arrangements entered into with the related party, as defined under section 2(76) of the Companies Act, 2013 were in the ordinary course of business on arms length basis. Details of the transactions pursuant to compliance of section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith as per “Annexure-B”

During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which forms the part of the notes to the Financial Statement.

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulation 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Companys Website at: https://www.renolpolychem.com/.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There was no instance of fraud during the year under reporting period, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act and Rules framed thereunder.

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 REASONS THEREOF:

During the reporting period, no such valuation has been conducted in the financial year.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013 IN RESPECT OF NON-DISQUALIFICATION OF DIRECTORS:

The Company has received the disclosures in Form DIR-8 from its Directors being appointed or reappointed and has noted that none of the Directors are disqualified under section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

However, as a company being listed on the SME platform of the Stock Exchange, Corporate Governance regulations are not applicable to the company and hence no Certificate for the same from the Practising Company Secretary is applicable to the company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significant and material orders issued against the Company by any regulating authority or court or tribunal which could affect the going concern status and Companys operations in future.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Conservation of Energy:

The steps taken or impact on conservation of energy:

The Company applies a strict control system to monitor day by day power consumption in an effort to save energy. The Company ensures optimal use of energy with minimum extent of wastage as far as possible.

Technology Absorption:

The Company has not made any special effort towards technology absorption. However, the company always prepared for update its factory for new technology.

The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Not Applicable.

The details of technology imported: Not Applicable

The year of import: Not Applicable

Whether the technology been fully absorbed: Not Applicable

If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

The expenditure on Research and Development: Not Applicable

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Further, during the year under review, the Company has reported Foreign Exchange Earnings and Expenses as under:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

DIRECTORS RESPONSIBILTY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

? In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

? We have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;

? We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

? we have prepared the annual accounts on a going concern basis;

? We have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

? We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

MANAGEMENT DISCUSSION AND ANALYSIS REPORT forms part to this Annual Report in terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is enclosed as Annexure-C.

SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURES:

The Company has acquired 51% shareholding of Harmony Ply-Lam Limited and 99.80% shareholding of Colo Farmtech Private Limited as on 31st March, 2026 and consequent to such acquisition, Harmony Ply-Lam Limited and Colo Farmtech Private Limited became Subsidiary of Renol Polychem Limited. A separate section on the performance and financial position of each of the joint venture in Form AOC- 1 is annexed as Annexure D and forms part of this report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, the provision of section 125(2) of the Companies Act, 2013 does not apply as the company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by Central Government of India.

INSOLVENCY AND BANKRUPTCY CODE 2016:

During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

ACKNOWLEDGEMENT AND APPRECIATION:

Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of Board of Directors of
Renol Polychem Limited
Sd/- Sd/-
Bhaveshbhai Mansukbhai Har soda Naitik Bhaveshbhai Harsoda
Managing Director Director
DIN: 06838497 DIN:10404190
Place: Rajkot
Date: 08.09.2026

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