Restile Ceramics Ltd Directors Report

DEAR MEMBERS,

Your Directors have pleasure in presenting the 40^th (Fortieth) Annual Report of Restile Ceramics Limited ("the Company") on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2026.

1. FINANCIAL PERFORMANCE

The summary of Audited financial performance of the Company for the Financial Year ended March 31, 2026 is summarized as under:

/Pc in / nlshc ovronf FDC)

Particulars	2025-26	2024-25
Revenue from Operations	562.91	143
Other Income	0.03	-
Total Income	562.94	143
Total Expenditure	568.62	238.83
Profit/(Loss) before Tax	(5.68)	(95.83)
Less: Tax Expense
Current Tax	-	-
Prior Period	0.04	(0.23)
Net Profit/(Loss) after Tax	(5.64)	(96.06)
Earnings Per Share- Basic & Diluted	(0.01)	(0.10)

2. PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Company for the Financial Year 2025-2026 have been prepared in compliance with the Companies Act, 2013 (the Act), applicable Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments thereto (the SEBI Listing Regulations) and are disclosed in accordance with Schedule III of the Act.

3. STATE OF COMPANY AFFAIRS AND COMPANYS PERFORMANCE

Your Company is in the business of manufacturing and trading of vitrified tiles for the last 3 decades. It is registered as a Public Limited Company and is listed on the Bombay Stock Exchange Limited (BSE Limited).

During the financial year under review, the Company recorded total revenue from operations of Rs. 562.91 Lakhs, compared to Rs. 143.00 Lakhs in the previous financial year, reflecting a significant improvement in operational performance.

The Company reported a net operating loss of Rs. 5.64 Lakhs during the current financial year, as against a net operating loss of Rs. 96.06 Lakhs in the previous financial year. This substantial reduction in operating losses demonstrates the Companys continued focus on improving operational efficiency and strengthening its financial performance.

Detailed information on the operations of the business and state of affairs of the Company are covered in the Management Discussion and Analysis Report ("MDAR").

4. DIVIDEND

In the view of the losses incurred by the Company during the year under review and based on the Companys financial performance, the Board of Directors do not recommend any dividend on equity shares for the Financial Year ended March 31, 2026.

5. BORROWINGS

The Companys borrowings as at March 31, 2026 stood at Rs. 3,687.45 Lakhs as against Rs. 3,805.94 Lakhs as at March 31, 2025.

6. TRANSFER TO RESERVES

There was no amount which was transferred to general reserves during the year under review. The closing negative balance of the retained earnings of the Company for Financial Year 2025-2026, after all appropriation and adjustments was Rs. 13,754.45 Lakhs.

7. REGISTERED OFFICE

There was no change in the Registered Office of the Company during the Financial Year under review. The present address of the Registered Office is as follows: 204, Sakar Complex, Opp. ABS Tower, Vaccine Crossing, Old Padra Road, Vadodara, Gujarat - 390015, India.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this report. It is hereby confirmed that there has been no other change in the nature of business of the Company.

9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company does not have any subsidiary or Joint Venture or associate during the year under review.

10. SCHEME OF AMALGAMATION

The Board of the Directors of your Company at their meeting held on February 21, 2023, approved Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Regulations 11, 37 and 94 of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) as amended from time to time, provisions of SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021, as amended from time to time, issued by the SEBI and other applicable provisions, approving amalgamation of Restile Ceramics Limited ("Transferor Company") with Bell Granito Ceramica

Limited ("Transferee Company") and their respective shareholders and creditors ("Scheme"). It is further subject to necessary approvals of the shareholders and creditors of the Company (ies), Stock Exchange, National Company Law Tribunal and such other statutory and regulatory approvals as may be required.

11. SHARE CAPITAL

During the year under review, there has been no change in the share capital of the Company. The Authorised Share Capital of the Company as on March 31, 2026 is Rs. 1,00,00,00,000/- divided into 10,00,00,000 equity shares of Rs. 10/- each and the issued, subscribed and paid up share capital of the Company as on March 31, 2026 is Rs. 98,27,92,390/- divided into 9,82,79,239 equity shares of Rs. 10/- each.

Further, there were no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares, nor has it granted any stock options during the financial year. During the year under review, the Company has neither increased the authorized share capital nor allotted any equity shares.

12. DEPOSITORY SYSTEM

The Companys equity shares are tradeable in dematerialized/electronic form. As on March 31, 2026, 99.42% of the Companys total paid-up capital representing 9,77,08,925 equity shares were in dematerialized form. In view of the benefits offered by the depository system, members holding shares of the Company in physical mode are advised to avail the demat facility from their respective depository participants.

In light of the advantages provided by the depository system, shareholders holding shares in physical form are encouraged to opt for the dematerialization (demat) facility.

13. DEPOSITS

The Company has not accepted any deposits and as such no amount on account of principal or interest on public deposit under section 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

14. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Details of loans, guarantee and investments, if any, covered under the provisions of Section 186 of the Companies Act are provided in the notes to financial statements.

15. RELATED PARTY TRANSACTIONS

The Company has put in place a policy for related party transactions ("RPT policy") which has been reviewed and approved by the Audit Committee and Board of Directors respectively. The RPT policy provides for identification of related party and related party transactions, materiality of related party transactions, necessary approvals by the Audit Committee/Board of Directors/ Shareholders of related party transactions and subsequent material modification thereof, reporting and disclosure requirements in compliance with the Act and the SEBI Listing Regulations.

All contracts/arrangements/transactions entered by the Company during Financial Year 2025-26 with related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature and are entered into in the ordinary course of business and at arms length. A statement giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval / noting on a quarterly basis and appropriate approvals of the members were also taken, as applicable in accordance with the SEBI Listing Regulations.

The particulars of contracts or arrangements with related parties as prescribed in Form No. AOC-2 is annexed to this report (Annexure A). Details of related party transactions are given in the notes to the financial statements.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the half yearly reports on related party transactions with the Stock Exchange.

The policy on materiality of related party transactions and on dealing with related party transactions as approved by the Audit Committee and Board of Directors is uploaded on the Companys website www.restile.com.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations is attached as Annexure B of this Report. It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations / performance of the Companys various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the Financial Year 2025-26.

17. CORPORATE GOVERNANCE

Company has adhered to the best standards of governance long before they were legally mandated. The Company has devised proper systems to ensure compliance with all the applicable provisions and that such systems are adequate and operating effectively. Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a Certificate from Secretarial Auditor confirming compliance, forms an integral part of this report and annexed as Annexure C.

A declaration with respect to the compliance with the Code of Conduct duly signed by the Managing Director of the Company also forms part of this report.

18. DIRECTORS & KEY MANAGERIAL PERSONNEL I. Board of Directors:

Following are the Directors as on March 31, 2026:

Sr. No. Name of the Director	DIN	Category
1 Mr. Viren Rathod	03407158	Executive - Managing Director
2 Mr. Yash Kaushik Shah	02155636	Non-Executive Director	- Independent
3 Mr. Balachandran Vishwanathan Kasi	01943195	Non-Executive Director	- Independent
4 Mr. Rakesh Madanlal Bhatia	00008192	Non-Executive Director	- Independent
5 Ms. Hasmita Taunk	10728070	Non-Executive -	Woman Director

a) Change in Directors:

1) Cessation/Resignation: During the year under review, the following Director have resigned from the Board of Directors of the Company:

> Mr. Nalinkant Amratlal Rathod (DIN: 00272129) tendered his resignation as the NonExecutive Director and Chairman of the Company with effect from March 30, 2026.

2) Appointment/Re-appointment: Pursuant to provisions of the Act and SEBI Listing Regulations, none of the Directors were appointed/re-appointed on the Board of Directors of the Company.

3) Retirement by rotation:

> During the year under review, pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Ms. Hasmita Taunk (DIN: 10728070) was liable to retire by rotation and re-appointed by the shareholders at the Annual General Meeting held on September 09, 2025.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, perquisites and reimbursement of expenses if any incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

None of the Directors are disqualified from being appointed as the Director of the Company in terms of Section 164 of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014. Further, the Company has received the necessary declarations from all the Directors as required under the Companies Act and SEBI Listing Regulations. Further, all the independent directors are registered with data bank maintained by the Indian Institute of Corporate Affairs ("IICA"). The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence.

II. Key Managerial Personnel (KMPs):

Following were the Key Managerial Personnels as on March 31, 2026 pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No. Name of the KMP	Designation
1 Mr. Viren Rathod	Managing Director
2 Mr. Tribhuvan Simh Rathod	Chief Financial Officer
3 Ms. Palak Kumari	Company Secretary & Compliance Officer

19. MEETING OF THE BOARD AND ITS COMMITTEES

The Company has following committees in place in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders Relationship Committee;

d. Share Transfer Committee.

e. Independent Directors Committee

The Committees constituted by the Board focus on specific areas and take informed decisions within the framework of delegated authority, and make specific recommendations to the Board on matters within their areas or purview. The decisions and recommendations of the Committees and minutes of meeting of committees are placed before the Board for information and/or for approval, as required. During the year under review, all recommendations received from its committees were accepted by the Board.

During the Financial Year 2025-26, four (4) Board Meetings, four (4) Audit Committee Meetings, one (1) Nomination and Remuneration Committee Meeting, four (4) Stakeholders Relationship Committee Meetings and Seven (7) Share Transfer Committee Meetings were held. The details of the same along with other Committee meetings of Board are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

20. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its Board, its Committees and the individual members of the Board (including the Chairperson). A structured questionnaire was prepared after taking into consideration inputs received from the directors, covering the aforesaid aspects of the Boards functioning. The overall performance of the Board and Committees of the Board was found satisfactory.

Further, the overall performance of Chairman, Executive Directors and Non-Executive Directors of the Company was found satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making, etc.

Further, pursuant to Regulation 17 (10) of the SEBI Listing Regulations, the performance evaluation of the Independent Directors was carried out by the entire Board excluding the independent director being evaluated.

The Independent Directors expressed their satisfaction with the evaluation process and flow of information between the Companys management and the Board.

21. CODE OF CONDUCT

The Company has adopted a Code of Conduct for Prevention of Insider Trading including policies and procedures for inquiry in case of leak or suspected leak of unpublished price sensitive information, Code for Fair Disclosure and Code of Conduct to regulate, monitor and report trading in securities by the directors, designated persons and immediate relatives of designated persons of the Company in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 (Insider Trading Regulations).

Pursuant to above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of Insider Trading Regulations. The transactions by designated persons above threshold approved by Board is subject to preclearance by Compliance Officer. The Company Secretary has been appointed as the Compliance Officer for the purpose of Insider Trading Regulations.

Designated persons have made annual disclosure to Company as per requirements of Insider Trading Regulations and Companys Code of Conduct. The Code is available on website of the Company at www.restile.com.

22. DISCLOSURES BY DIRECTORS

Based on the declarations and confirmations received in terms of provisions of the Companies Act, 2013, circular(s) / notification(s) / direction(s) issued by the RBI and other applicable laws, none of the Directors on the Board of your Company are disqualified from appointment as Directors.

Declaration of Independent Directors

The Company has received the necessary declarations from the Independent Directors under Section 149(7) of the Act and Regulation 25 of the SEBI Listing Regulations, that they meet the criteria of Independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed compliance with the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of Independent Directors. The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence.

The Board after taking these declarations/ disclosures on record and acknowledging the veracity of the same, is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise, hold highest standards of integrity and are Independent of the Management of the Company. The terms and conditions of appointment of Independent Directors are available on the website of the Company at www.restile.com.

23. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a system to familiarize its Independent Directors. The familiarization program aims to provide knowledge/information to the Independent Directors about their roles, responsibilities in the Company, nature of the industry, business model, processes, policies and the technology and the risk management system of the Company, the operational and financial performance of the Company, significant development so as to enable them to take well informed decisions in timely manner.

During the Financial Year 2025-2026, the Independent Directors were updated from time to time on continuous basis on the significant changes in the regulations, duties and responsibilities of Independent Directors under the Act, and SEBI Listing Regulations.

The details of familiarization programmes for the Independent Directors are disclosed on the Companys website at www.restile.com.

24. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a Nomination & Remuneration Policy. This policy inter alia provides:

(a) The criteria for determining qualifications, positive attributes and independence of Directors; and

(b) Policy on remuneration of Directors, Key Managerial Personnel and other employees.

The Policy is directed towards a compensation philosophy and structure that will reward and retain talent. The Nomination & Remuneration Policy is stated in the Corporate Governance Report and is also available on the Companys website at www.restile.com.

25. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 and to the best of Boards knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements:

(a) in preparation of the annual accounts for the Financial Year ended on March 31, 2026, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2026 and of the loss of the Company for the Financial Year ended March 31, 2026;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

26. AUDITORS

> Statutory Auditor

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at the Annual General Meeting held on September 12, 2024 had approved the appointment of M/s. M. S. Krishnaswami & Rajan, Chartered Accountants (Firm Registration No. 01554S) as Statutory Auditors of the Company to hold office for a period of 5 Years from the conclusion of 38th Annual General Meeting (AGM) till the conclusion of the AGM of the Company to be held for the financial year 2028-2029.

The Statutory Auditors has issued qualified opinion on the Financial Statements for the Financial Year ended March 31, 2026 as mentioned in the below table:

Qualified Opinion

Managements Explanation

The Company has generated negative cashflows from operations in earlier years, incurred substantial operating losses and significant deterioration in value of assets used to generate cash flows all of which indicate existence of material uncertainty in the Companys ability to continue as a going concern for a reasonable period of time. The financial statements do not include any adjustments that might result had the above uncertainties been known and we are unable to comment on the impact of the estimate of the loss/reserves as at March 31, 2026.

The Board has duly considered the auditors observation regarding the material uncertainty relating to the Companys ability to continue as a going concern. While the Company has incurred operating losses and generated negative cash flows from operations in earlier years, management has undertaken an assessment of the Companys financial position and future business plans. The Company is in the process of amalgamation, which is expected to result in operational synergies, improved financial strength, better resource utilisation and enhanced business prospects, thereby enabling the Company to achieve sustainable profitability. Accordingly, the Board is of the opinion that the going concern basis adopted in the preparation of the financial statements for the year ended March 31, 2026 is appropriate, as the Company expects to realise its assets and discharge its liabilities in the normal course of business.

> Secretarial Auditor:

Pursuant to Section 204 of the Act and the Rules made there under and Regulation 24A of the Listing Regulations, on approval of the Members of the Company at their meeting held on September 09, 2025 M/s. Mitesh Shah & Co., Company Secretaries (Firm Registration No.: P2025MH104700), were appointed as Secretarial Auditors of the Company, to hold office for a term of 5 (Five) consecutive years, commencing from the Financial Year 2025-26 till Financial Year 2029-30. The Secretarial Audit Report forms a part of the Annual Report. Further, pursuant to amendments under the SEBI Listing Regulations and SEBI circular dated February 08, 2019, a report on secretarial compliance as required under Regulation 24A was submitted to the stock exchanges as obtained from M/s. Mitesh Shah & Co., Practicing Company Secretary for Financial Year 2025-26.

The Secretarial Auditors has issued qualified opinion for the Financial Year ended March 31, 2026 as mentioned in the below table:

Qualified Opinion	Managements Explanation
BSE Limited has levied a fine for the delayed submission of Related Party Transactions (RPT) disclosures for the half year ended September 30, 2025, as required under Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	The delay occurred due to the Companys bona fide interpretation that the disclosure of RPTs in XBRL mode was required to be filed within 24 hours of submission of the corresponding PDF filing with BSE. Accordingly, the Company filed the Integrated Financials, including RPT disclosures, in XBRL mode on November 06, 2025.

> Internal Auditor:

Pursuant to Section 138(1) of the Act read with the Companies (Accounts) Rules, 2014, your Company is required to appoint an internal auditor to conduct internal audit of the functions and activities of your Company. Your Board of Directors based on the recommendation of the Audit Committee, had approved the appointment of M/s. R K Doshi & Co LLP to conduct the internal audit of your Company for the Financial Year 2025-26.

M/s. R K Doshi & Co LLP, Chartered Accountants, performed the duties of internal auditor of the Company for the Financial Year 2025-26 and their report is reviewed by the Audit committee.

> Cost Auditor:

The Maintenance of the cost records, for the services rendered by the Company is not required pursuant to Section 148(1) of the Act, read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 and accordingly it is not required to appoint Cost Auditor.

27. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OF THE ACT

During the year under review, no instances of fraud committed against the Company by its officers or employees were reported by the Statutory Auditors and Secretarial Auditors under Section 143(12) of the Act to the Audit Committee or the Board of Directors of the Company.

28. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems, work performed by the Internal, Statutory and Secretarial Auditors and external consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Companys internal financial controls with reference to the financial statements were adequate and effective during the Financial Year under review. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

29. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, your Company is not required to contribute funds for CSR.

30. POLICIES

The Board of Directors of your Company, from time to time have framed and revised various Polices as per the applicable Acts, Rules, Regulations and Standards for better governance and administration of the Company. The Policies are made available on the website of the Company at https://restile.com/investor-relation. The policies are reviewed periodically by the Board and updated based on need and requirements.

31. ANNUAL RETURN

A copy of the annual return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is placed on Companys website at www.restile.com.

32. PARTICULARS OF EMPLOYEES

Your Company had 9 employees as on March 31, 2026. The statement containing particulars of employees as required under Section 197(12) of the Act, read along with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure D and forms part of this report.

Your directors would like to record their appreciation of the efficient and loyal service rendered by the employees.

33. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to uphold and maintain the dignity of woman employees and to provide a safe and conducive work environment to all its employees and associates working in the Company.

During the Year under review the company has not received any complaints on sexual harassment.

34. RISK MANAGEMENT

Pursuant to Section 134 (3)(n) of the Act and Regulation 4(2)(f) of SEBI Listing Regulations, the Company has put in place comprehensive Risk Management Policy which inter alia, includes identification of elements of those risks which in the opinion of the Board may threaten the existence of the Company. Further, the Company has adequate risk management mechanism and same is periodically reviewed by the Audit Committee and Board. The major risk identified by the business are systematically addressed through mitigating actions on a continuing basis and cost-effectively risks are controlled to ensure that any residual risks are at an acceptable level. The Company has been addressing various risks impacting the Company and brief view of the Company on risk management has been disclosed in the Management Discussion and Analysis Report.

35. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In Compliance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, the Company has adopted a Whistle Blower Policy. The Audit Committee oversees the functioning of this policy. The Companys vigil mechanism/ Whistle Blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report instances of fraud and mismanagement, if any, to promote reporting of any unethical or improper practice or violation of the Companys Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Companys ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure.

The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. Details of the Vigil Mechanism and Whistleblower policy are covered in the Corporate Governance Report, which forms part of the Annual Report and are made available on the Companys website at www.restile.com.

During the Financial Year 2025-26, no cases under this mechanism were reported to the Company.

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

There are no significant and material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations.

37. ENERGY CONSERVATION, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING & OUTGO

The details in respect of conservation of Energy, Technology Transfer and Foreign Exchange Earning and outgo is as follows:

A. Conversation of Energy and Technology Absorption

The Company is taking all possible measures to conserve energy. Several environment friendly measures are adopted by the Company. The Company continued to give major emphasis for conservation of Energy.

There were no power and gas consumed as there was no production during the year.

B. Foreign Exchange Earning and Outgo:

Details of foreign exchange earnings and outgo required under Section 134 (3) (m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are as under:

Total Foreign Exchange earnings and outgo by the Company is as follows:

Particulars	Year Ended March 31, 2026	Year Ended March 31, 2025
Foreign Exchange earnings	Nil	Nil
Foreign Exchange outgo	Nil	Nil

38. LISTING WITH STOCK EXCHANGES

The Equity Shares of your Company continue to remain listed on BSE Limited. The Listing fees to the Stock Exchange and custodian fees to NSDL and CDSL have been paid by the Company for the Financial Year 2025-26.

39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTION

No such instance of one-time settlement or valuation was done while taking or discharging loan from the Banks/ Financial institutions occurred during the year.

40. PROCEEDINGS PENDING UNDER THE INSLOVENCY AND BANKRUPTUCY CODE

There are no such proceedings or appeals pending under Insolvency and Bankruptcy Code, 2016 during the year and at the end of the Financial Year 2025-26.

41. RISK ARISING OUT OF LITIGATION, CLAIMS AND UNCERTAIN TAX POSITIONS

The Company is exposed to a variety of different laws, regulations, positions and interpretations thereof which encompasses Direct/In-Direct taxation and legal matters. In the normal course of business, provisions and contingencies may arise due to uncertain tax positions and legal matters. Based on the nature of matters, the management applies various parameters when considering evaluation of risk, expert opinions, including how much provision to be made in books of accounts considering the potential exposure of each of the matters in consultation with the Statutory Auditors. The aforesaid potential exposures may change substantially over time as new facts emerge as each matter progresses, hence these are reviewed regularly/periodically.

42. SECRETARIAL STANDARDS OF ICSI

Your Company has complied with the applicable Secretarial Standard Secretarial Standards with regard to Meeting of the Board of Directors (SS-1), General Meeting (SS-2), Secretarial Standard on Dividend (SS-3) and Secretarial Standard on Report of the Board of Directors (SS-4) issued by The Institute of Company Secretaries of India.

43. STATUTORY DISCLOSURES

• The financial statements of the Company are placed on the Companys website www.restile.com.

• The Directors Responsibility Statement as required by section 134(5) of the Act, appears in this report.

• There is no change in the nature of business of the Company during Financial Year 2025-26.

• A Cash Flow Statement for Financial Year 2025-26 is attached to the Balance Sheet.

• The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of the Act and Rules made thereunder.

• The Company has not bought back its shares, pursuant to the provisions of Section 68 of the Act and Rules made thereunder.

• The Company has not issued any Sweat Equity Shares to its Directors or employees.

• The Company has not failed to implement any corporate action.

• The Company has not made any provisions of money or has not provided any loan to the

employees of the Company for purchase of shares of the Company, pursuant to the provisions of Section 67 of the Act and Rules made thereunder.

• There was no revision of financial statements and Boards Report of the Company.

• The securities were not suspended from trading during the year due to corporate actions or otherwise.

• No candidate was nominated by small shareholders in terms of Section 151 of the Act.

• None of the Auditors and/or Secretarial Auditors, resigned during the year.

• There was no delay, in holding Annual General Meeting.

• During the year, all recommendations made by the committees were approved by the Board.

44. ACKNOWLEDGEMENT

Your Board takes this opportunity to place on record our deep appreciation to our Shareholders, Customers, Business Partners, Vendors, Bankers, Financial Institutions, Stock Exchange, Regulatory and Government Authorities and other Stakeholders at large for all support rendered during the year under review. We strive to build rewarding relationships with our stakeholders - clients, employees, shareholders, business partners, communities and regulators - for achieving our long-term vision aligned with our stakeholders interests.

The Directors also thank the Government of India, Governments of various states in India and concerned Government departments and agencies for their co-operation. The Directors hereby acknowledge the dedication, loyalty, hard work, cooperation, solidarity and commitment rendered by the employees of the Company during the year.

The Board also places its gratitude and appreciation for the support and co-operation from its members and other regulators.

	For and on behalf of the Board of Directors of Restile Ceramics Limited Sd/-
Date: July 24, 2026	Viren Rathod Managing Director
Place: Chennai	DIN:03407158