Rex Pipes & Cables Industries Ltd Directors Report

To,

The Members,

Rex Pipes and Cables Industries Limited,

Sikar, Rajasthan.

Your directors have pleasure in presenting the 24^th Annual Report and audited statement of accounts of your Company for the financial year ended as on the 31^st day of March, 2026.

1. FINANCIAL RESULTS

Particulars	For the FY 2025-26	For the FY 2024-25
Revenue from Operations	12051.02	13834.25
Other Income	216.59	41.78
Total Income	12267.61	13876.04
Profit before Depreciation, Financial Expenses and Taxation	1058.68	1161.39
Depreciation & Amortization	131.20	155.37
Financial Expenses	272.45	292.73
Profit before Taxation	656.69	713.29
Less: Provision for Taxation (current & deferred)	190.22	199.07
Profit after Taxation	466.82	514.22

2. PERFORMANCE OF THE COMPANY

The Financial Year 2025-26 witnessed continued investments and development activities across infrastructure, power transmission, irrigation, housing, industrial expansion and transportation sectors, which continued to support the longterm demand for PVC pipes, HDPE pipes, electrical cables and other allied products. However, the industry continued to face challenges arising from volatility in raw material prices, competitive market conditions, fluctuations in demand and evolving domestic and global economic conditions.

One of the significant factors affecting the turnover of the Company during the year was the uncertain global business environment arising from geopolitical developments, including the ongoing Russia-Ukraine conflict and geopolitical tensions in the Middle East. These developments contributed to volatility in crude oil and petrochemical prices, shipping and freight costs, foreign exchange rates and global supply chains. As polymers and other key raw materials used in the Companys manufacturing operations are linked to petrochemical feed stocks, such volatility had an impact on raw material costs, procurement conditions and overall market demand.

Your Company continued its operations with a focus on manufacturing quality products, strengthening its distribution network, improving production efficiencies and maintaining strong customer relationships. The Companys diversified manufacturing portfolio comprising PVC pipes, HDPE pipes, electrical cables and bus body manufacturing enabled it to serve multiple sectors and mitigate concentration risks.

During the year under review, the Company recorded Revenue from Operations of ^12,051.02 Lakhs as against ^13,834.25 Lakhs during the previous financial year, representing a decline of approximately 12.89%. The decrease in revenue was primarily attributable to subdued demand in certain product segments, fluctuations in raw material prices and competitive market conditions prevailing during the year.

The Company reported Total Income of ^12,267.61 Lakhs as compared to ^13,876.04 Lakhs during the previous year. Profit before Tax stood at ^656.69 Lakhs as against ^713.29 Lakhs in the previous financial year, whereas Profit after Tax stood at ^466.82 Lakhs compared to ^514.22 Lakhs during FY 2024-25.

Despite moderation in turnover and profitability, the Company continued to maintain healthy liquidity, effective working capital management and operational discipline. Continuous emphasis was placed on cost optimisation, inventory management, process improvements and enhancement of production efficiencies.

The Directors are confident that the Companys strong manufacturing capabilities, established market presence, experienced management team and customer-centric approach will enable it to capitalize on emerging opportunities in the infrastructure, housing, agriculture, water management and power sectors.

The Board remains committed to creating sustainable value for all stakeholders through responsible business practices, operational excellence, financial discipline and good corporate governance.

3. CHANGE IN NATURE OF BUSINESS AND CAPITAL STRUCTURE

During the financial year under review, there was no change in the nature of Business carried on by the Company.

The Details of Share Capital of the Company as on 31.03.2026 is as follows:

Authorised Share Capital

As on 31^st March, 2026, the Authorised Share Capital of the Company stood at ^10,10,00,000 (Rupees Ten Crore Ten Lakh only) divided into Equity Shares of ^10/- each.

Issued, Subscribed and Paid-up Share Capital

The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on 31^st March, 2026 stood at ^9,45,00,000 (Rupees Nine Crore Forty-Five Lakh only) divided into 94,50,000 Equity Shares of ^10/- each fully paid-up.

During the year under review:

• no shares were issued with differential voting rights;

• no sweat equity shares were issued;

• no employee stock options were granted;

• no equity shares were bought back;

• no bonus shares were issued;

• no preferential allotment or private placement of securities was made; and

• there was no change in the paid-up share capital of the Company.

4. DIVIDEND

Considering the Companys future growth plans, ongoing capital expenditure requirements, working capital needs and the necessity to conserve resources for expansion of business operations, your Directors consider it prudent to retain the profits within the business.

Accordingly, the Board of Directors has not recommended any dividend on the Equity Shares for the Financial Year ended 31^st March, 2026.

The Board believes that retention of profits will strengthen the Companys financial position and support future business opportunities, thereby creating long-term value for the shareholders.

5. TRANSFER TO RESERVES

During the year under review, the Company has decided not to transfer any amount to the General Reserve for the FY 2025-26.

6. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, Company was not required to transfer any amount in Investor Education and Protection Fund account.

7. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31^st March, 2026, the Company had one Subsidiary Company, namely Swastik Infracity Private Limited. The performance and financial position of the Subsidiary Company are provided in Form AOC-1, which forms part of this Annual Report as Annexure-I, in accordance with Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014.

Further, the Company did not have any Associate Company or Joint Venture during the financial year under review.

8. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the applicable Accounting Standards (AS), the Consolidated Financial Statements of the Company and its Subsidiary, duly prepared in accordance with the applicable accounting standards issued by the Institute of Chartered Accountants of India and notified under the Companies Act, 2013, form an integral part of this Annual Report.

The Consolidated Financial Statements have been prepared on the basis of the audited financial statements received from the Subsidiary Company.

9. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The company has not provided any guarantee or any security covered under the provisions of section 186 of the Companies Act, 2013. However, during the year under review, the company has some investments and granted some loan whose details under the provisions of Section 186 of the Companies Act, 2013 are given as follows:

Particulars	Name of Entity	Amount (in Rs.)
Investments(Equity Shares)	M/s Swastik Infracity Private Limited	6,00,00,000 /-
Loans	M/s Swastik Infracity Private Limited	11,90,000/-
Guarantees	NIL
Securities

10. PARTICULARS OF RELATED PARTIES TRANSACTIONS

All Related Party Transactions entered into during the Financial Year were in the ordinary course of business and on an arms length basis and were in compliance with the provisions of Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions were placed before the Audit Committee for its prior approval. Omnibus approval was obtained from the Audit Committee for repetitive transactions of a routine nature in accordance with the applicable law. The Audit Committee periodically reviewed the Related Party Transactions entered into pursuant to such omnibus approvals.

The Company has adopted a Policy on Related Party Transactions for determining the materiality of Related Party Transactions and dealing with Related Party Transactions in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The said Policy is available on the website of the Company at www.rpcil.com.

The disclosures relating to Related Party Transactions as required under Accounting Standard (AS) 18 form part of the Notes to the Financial Statements. Accordingly, the particulars of contracts or arrangements with Related Parties prescribed in Form AOC-2 are annexed to this Report as Annexure-II.

11. BOARD MEETINGS HELD DURING THE YEAR

During the year under review, the Board of Directors of the Company met 6 (SIX) times. The details of the Board Meetings and the attendance of the directors are provided in below table. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

S.No.	Date of Board Meeting	Boards Strength	No. of Directors Present
1	09-05-2025	7	7
2	01-07-2025	7	6
3	27-09-2025	7	7
4	06-10-2025	7	5
5	12-11-2025	7	5
6	30-01-2026	7	5

12. SHAREHOLDERS MEETING DURING THE YEAR

During the year under review, the shareholders met one time, whose details are as follows:

S.No.	Date & Type of Meeting	Total No. of Shareholders (as on record date i.e. 01.08.2025)	No. of Shareholders Voted (and their percentage)	No. of shareholders present in the meeting either in person or through proxy
1	11.08.2025 (23rd Annual General Meeting)	344	36 (73.36%)	9

13. DIRECTORS AND KMP

During the financial year under review, there was no change in the Board of Directors and KMP of the Company except the following:-

1. Mr. Jitendra Kumar Kaler (DIN: 08025425) was re-designated as the Executive Director of the Company w.e.f.

11.08.2025.

2. Mr. Varun Kacholia (DIN: 05190391) was appointed as an Additional Director (Non-Executive Independent Director) of the Company with effect from 30.01.2026 pursuant to the provisions of Sections 149, 150, 152 and 161 of the Companies Act, 2013. He holds office upto the date of the ensuing Annual General Meeting.

Based on the recommendation of the Nomination and Remuneration Committee, the Board has recommended his appointment as an Independent Director for a term of five consecutive years, subject to the approval of the Members at the ensuing Annual General Meeting.

The Board is of the opinion that Mr. Varun Kacholia possesses appropriate integrity, expertise, experience and proficiency as required under the Companies Act, 2013 and the SEBI Listing Regulations.

3. Further, after the end of the financial year on March 31^st, 2026, and up to the date of this Report, Mrs. Monika Bohara resigned from the position of Company Secretary and Compliance Officer of the Company with effect from 16.07.2026.

Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Jitendra Kumar Kaler (DIN: 08025425) retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

The existing Board of Directors continued to provide strong leadership and oversight in guiding the Companys strategic direction and key decision-making processes. This continuity in the Board reflects stability in the Companys governance framework and ensures consistency in leadership and management practices.

14. DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB SECTION (6) OF SECTION 149 OF THE COMPANIES ACT, 2013

Independent Directors have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of Independence during the year under review.

This declaration underscores the integrity and objectivity of the independent directors in carrying out their fiduciary duties and responsibilities. It reflects the boards adherence to corporate governance standards and its commitment to transparency and accountability in its operations.

15. CODE OF CONDUCT OF INDEPENDENT DIRECTORS

Independent Directors are the persons who are not related with the company in any manner. A code of conduct is required for them for their unbiased comments regarding the working of the company. They will follow the code while imparting in any activity of the company. The policy deals with the code of conduct of the Independent Directors, their duties and responsibilities towards the company, are available at the website www.rpcil.com.

By providing transparency regarding the code of conduct for independent directors and its availability for reference, the company demonstrates its commitment to upholding high standards of corporate governance and fostering trust among stakeholders.

16. PERFORMANCE EVALUATION OF BOARD AND DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners:

1. The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

2. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

3. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

4. In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. Details of Meeting are as follows:-

S.No.	Date of Meeting	Committees Strength	No. of Members Present
1.	12.11.2025	3	2

17. AUDITORS

> Statutory Auditors

M/s S C L J & Associates, Chartered Accountants (Firm Registration No. 036048C), Jaipur, continue to hold office as the Statutory Auditors of the Company in accordance with the provisions of Section 139 of the Companies Act, 2013.

The Statutory Auditors have confirmed that they continue to satisfy the criteria of independence and eligibility prescribed under Sections 139 and 141 of the Companies Act, 2013.

The Independent Auditors Report on the Standalone and Consolidated Financial Statements for the Financial Year ended 31st March, 2026 does not contain any qualification, reservation, adverse remark or disclaimer.

The Notes to the Financial Statements referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments by the Board under Section 134(3)(f) of the Companies Act, 2013.

> Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s JPS & Associates, Jaipur, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the company for a term of 5 (five) consecutive years commenced from April 1^st, 2025 and ending on March 31^st, 2030, on such remuneration as may be determined by the Board of Directors of the Company or any Committee of the Board, based on the recommendation of the Audit Committee in consultation with Secretarial Auditors.

The Secretarial Audit Report for the FY 2025-26 does not contain any qualification, reservation or adverse remark or disclaimer. The Secretarial Audit Report for the Financial Year ended on March 31^st, 2026 is annexed herewith as Annexure-III.

> Cost Auditors

Pursuant to Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain cost records in respect of its specified products and such accounts and records have been made and maintained by the Company.

The Board of Directors, on the recommendation of the Audit Committee, appointed M/s S. Goyal & Associates, Cost Accountants (Firm Registration No. 005883), Jaipur, as the Cost Auditors of the Company to conduct the audit of the cost records maintained by the Company for the Financial Year 2026-27, subject to ratification of their remuneration by the Members at the ensuing Annual General Meeting, in accordance with Section 148(3) of the Companies Act, 2013.

The remuneration payable to the Cost Auditors is proposed for ratification by the Members through an Ordinary Resolution at the ensuing Annual General Meeting.

The Company has maintained cost records in accordance with the applicable provisions of the Companies Act, 2013 and the applicable Cost Accounting Standards issued by the Institute of Cost Accountants of India.

> Internal Auditors

In accordance with provision of section 138 of the companies Act, 2013 and rules made there under, your company has appointed CA Sonu Kumar Jangir as an Internal Auditor of the company and takes his suggestions and recommendation to improve and strengthen the internal control system.

CA Sonu Kumar Jangir will be responsible for conducting internal audits to evaluate the effectiveness of the companys internal control systems, risk management practices, the internal auditor will provide valuable insights, suggestions, and recommendations to the management and the board of directors to enhance and strengthen the companys internal control environment. By appointing an internal auditor and emphasizing the companys commitment to governance and continuous improvement, stakeholders are assured of the companys proactive approach to risk management and compliance.

18. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards issued by Institute of Company Secretaries of India and approved by the Central Government under Section - 118 (10) of the Act during the year under Report.

19. WHISTLE BLOWER POLICY/VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. Copy of Such adopted policy is available on company website i.e. www.rpcil.com

20. CFO CERTIFICATIONS

As part of our commitment to financial integrity and transparency, the Chief Financial Officer (CFO) certifies that the financial statements presented in this report fairly represent the financial position, results of operations, and cash flows of the company in accordance with applicable accounting standards and regulatory requirements.

Further, the CFO affirms that the company maintains adequate internal control systems to safeguard assets, ensure the accuracy of financial reporting, and comply with applicable laws and regulations. The CFO confirms that the company has complied with all relevant legal and regulatory requirements governing financial reporting, including disclosure obligations and transparency standards. The CFO certifies that the information provided in this report, including financial data and disclosures, is accurate and complete to the best of his knowledge and belief.

The certification provided by the Chief Financial Officer underscores our commitment to upholding the highest standards of financial governance and transparency. Stakeholders can rely on the integrity and accuracy of the financial information presented in this report.

Additionally, CFO certification adds credibility to the financial information presented in the board report and reassures stakeholders about the accuracy and reliability of the companys financial reporting. The CFO certification is attached as Annexure IV for stakeholders reference.

21. RISK MANAGEMENT POLICY

The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

22. WEBLINK FOR ANNUAL RETURN

As required under Section 92(3) read with section 134(3)(a) of the Companies Act 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments there under, the Annual Return filed with the Ministry of Corporate Affairs (MCA) for the Financial Year 2025-26 is available on the web-link of the Company at www.rpcil.com and the Annual Return for Financial Year 2025-26 will be made available in the due course of time after Annual General Meeting.

23. DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls other regulatory & statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. Internal Auditors comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company,

its compliance with operating system, accounting procedures & policies at all the locations of the company. Based on their report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations & corrective action suggested are presented to the Audit Committee.

25. DETAILS OF FRAUD REPORTED BY THE AUDITORS

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the rules made there under. Hence, no detail is required to be disclosed by the Board under Section 134(3) (ca) of the Companies Act, 2013.

26. MATERIAL 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 THE DATE OF THE REPORT

The company affirms that there have been no material changes or commitments affecting its financial position between the end of the financial year on March 31^st, 2026, and the date of this report.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement depicting details of conservation of energy, technology absorption, foreign exchange earnings and outgo in the manner as prescribed In Rule 8(3) of The Companies (Accounts) Rules, 2014 [Chapter IX] is annexed hereto and forms part of this Report as Annexure-V.

28. PARTICULARS OF EMPLOYEES

A Statement providing Information required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is annexed hereto and forms part of this Report as Annexure- VI.

29. MAINTENANCE OF COST RECORD

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and

Audit) Rules, 2014, as amended from time to time, the Central Government has specified the maintenance of cost records in respect of the products manufactured by the Company.

Accordingly, the Company has made and maintained the prescribed cost records and accounts for the financial year ended 31^st March, 2026 as required under the aforesaid provisions. The Board of Directors is of the opinion that the cost records maintained by the Company are adequate and are maintained in accordance with the applicable statutory requirements. The cost records are subject to audit by the Cost Auditors appointed by the Board in accordance with the provisions of Section 148 of the Companies Act, 2013, and the applicable Rules made thereunder.

30. DIRECTORS RESPONSIBILITY STATEMENT

As required under section 134(5) of the Companies Act, the directors hereby confirm that:

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

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31^st March, 2026 and of the profit of the company for the financial year 2025-26;

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

(iv) The directors have prepared the annual accounts on a going concern basis.

(v) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) The directors have devised proper system to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

c) Finalise the perquisites package of the Managing Director and Wholetime Directors within the overall ceiling fixed by the Board.

d) Recommend to the Board, retirement benefits to be paid to the Managing Director and Whole-time Directors under the Retirement Benefit Guidelines adopted by the Board.

e) Recommend to the Board, annual evaluation of performance of Managing Director, Executive Director, Non Executive Directors and Key Managerial Personnel.

34. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has formed a stakeholders relationship committee as designed under section 178 of the Companies Act, 2013, of which the following directors are members:

1. Mr. Shubash Meel, Chairman

2. Mr. Jitendra Kumar Kaler, Member

3. Mr. Anil Kumar, Member

The Committee has 1 meeting during the year under review, whose details are as follows:

S.No.	Date of Meeting	Committees Strength	No. of Members Present
1	06-10-2025	3	3

The broad terms of reference of the Stakeholders Relationship Committee are as follows:

a) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

b) Review of measures taken for effective exercise of voting rights by shareholders.

c) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

d) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

35. CSR POLICY AND AMOUNT SPENT THEREON:

In compliance with the Companies Act, 2013, the companys Net Profit before Tax in the financial year 2025-26 triggered the CSR limits provided under section 135 of the companies Act, 2013, prompting the company to duly constituted Corporate Social Responsibility Committee (CSR Committee) for conducting CSR activities, the composition of which is as follows:

1. Mr. Subhash Meel, Chairman

2. Mr. Sharwan Kumar Kaler, Member

3. Mr. Anil Kumar, Member

The Committee has 3 meetings during the year under review, whose details are as follows:

S.No.	Date of Meeting	Committees Strength	No. of Members Present
1	14-08-2025	3	3
2	13-01-2026	3	3
3	13-03-2026	3	3

The broad terms of reference of the CSR Committee are as follows:

a) Formulating and recommending to the Board the CSR Policy and activities to be undertaken by the Company in compliance with provisions of the Companies Act, 2013 and the rules there under;

b) Recommending the amount of expenditure to be incurred on CSR activities of the Company;

c) Overseeing the implementation of CSR activities and projects;

d) Evaluating performance of the Company in the area of CSR;

e) Monitoring implementation of CSR policy of the Company from time to time;

7. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31^st March, 2026, the Company had one wholly owned Subsidiary Company, namely Swastik Infracity Private

Limited. The performance and financial position of the Subsidiary Company are provided in Form AOC-1, which forms part of this Annual Report as Annexure-I, in accordance with Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014.

Further, the Company did not have any Associate Company or Joint Venture during the financial year under review.

8. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the applicable Accounting Standards (AS), the Consolidated Financial Statements of the Company and its Subsidiary, duly prepared in accordance with the applicable accounting standards issued by the Institute of Chartered Accountants of India and notified under the Companies Act, 2013, form an integral part of this Annual Report.

The Consolidated Financial Statements have been prepared on the basis of the audited financial statements received from the Subsidiary Company.

9. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The company has not provided any guarantee or any security covered under the provisions of section 186 of the Companies Act, 2013. However, during the year under review, the company has some investments and granted some loan whose details under the provisions of Section 186 of the Companies Act, 2013 are given as follows:

Particulars	Name of Entity	Amount (in Rs.)
Investments(Equity Shares)	M/s Swastik Infracity Private Limited	6,00,00,000 /-
Loans	M/s Swastik Infracity Private Limited	11,90,000/-
Guarantees	NIL
Securities

10. PARTICULARS OF RELATED PARTIES TRANSACTIONS

All Related Party Transactions entered into during the Financial Year were in the ordinary course of business and on an arms length basis and were in compliance with the provisions of Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions were placed before the Audit Committee for its prior approval. Omnibus approval was obtained from the Audit Committee for repetitive transactions of a routine nature in accordance with the applicable law. The Audit Committee periodically reviewed the Related Party Transactions entered into pursuant to such omnibus approvals.

The Company has adopted a Policy on Related Party Transactions for determining the materiality of Related Party Transactions and dealing with Related Party Transactions in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The said Policy is available on the website of the Company at www.rpcil.com.

The disclosures relating to Related Party Transactions as required under Accounting Standard (AS) 18 form part of the Notes to the Financial Statements. Accordingly, the particulars of contracts or arrangements with Related Parties prescribed in Form AOC-2 are annexed to this Report as Annexure-II.

f) Carry out any other function as directed by the Board and/or mandated by any statutory authority through any notification, amendment or modification from time to time.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-VIH of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

36. REGISTRAR & SHARE TRANSFER AGENTS:

The Company has appointed KFin Technologies Limited as its Registrar & Share Transfer Agent, whose content details are as follows:-

KFIN TECHNOLOGIES LIMITED

301, The Centrium, 3rd Floor,

57, Lal Bahadur Shastri Road,

Nav Pada, Kurla (West),

Mumbai- 400070, Maharashtra.

Email Id:- karisma@kfintech.com Tel. No.:- +022-461 70911

37. CORPORATE GOVERNANCE

The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 is not applicable to the company; however, the Company adheres to good corporate practices at all times.

38. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Companys shares.

The Insider Trading Policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of Insider Trading is available on the website www.rpcil.com

In compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations"), the Company has implemented a Structured Digital Database (“SDD") system through “Orion Legal Supplies" for recording and maintaining details relating to the sharing of Unpublished Price Sensitive Information (“UPSI"). The Company regularly maintains the SDD in accordance with Regulations 3(5) and 3(6) of the PIT Regulations.

The Board of Directors is responsible for ensuring maintenance of the SDD, while the Managing Director/Chief Financial Officer or such analogous person is responsible for establishing effective internal controls in accordance with Regulation 9A of the PIT Regulations. The Audit Committee reviews the adequacy and operating effectiveness of such internal controls at least once in a financial year.

As the Company is an SME-listed entity to which Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable, the Company has duly submitted the SDD Compliance Certificate, certified by a Practising Company Secretary, to the Stock Exchange within 60 days from the end of the financial year, in accordance with the applicable regulatory requirements.

39. CODE OF CONDUCT TO REGULATE MONITIOR AND REPORT TRADING BY INSIDERS

There are many informations that are important and price sensitive and required to be kept confidential on the part of the company, if the information is disclosed this will harm the image of the company, in the definition of the insider it will include all the persons connected with the company including the all employees so policy relating to this is available on the website of the company, i.e. www.rpcil.com

This policy is applicable to all employees and KMPs of the company to not to disclose the confidential information of the company which affects the performance of the company.

40. CODE OF CONDUCT OF BOARD OF DIRECTORS & SENIOR MANAGEMENT

Certain code of conduct is required from the senior management including the Board of Directors of the Company; they have to be abiding by the rules and laws applicable on the company for the good governance and business ethics. It describes their responsibility and accountability towards the company. Policy of the company relating to this is available for the access at the website www.rpcil.com

41. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a Policy for Prevention of Sexual Harassment in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”). The Policy, which is gender-neutral, ensures a safe and enabling work environment, free from any form of harassment or discrimination.

The Policy provides protection to employees, lays down a fair and transparent mechanism for prevention and redressal of complaints, and prescribes procedures for effective resolution. The Company has constituted an Internal Complaints Committee (ICC) in accordance with the provisions of the POSH Act.

The composition of the Internal Committee is as follows:

1. Mrs. Sohani Devi, Chairperson

2. Mr. Sharwan Kumar Kaler, Member

3. Mr. Subhash Meel, Member

4. Mrs. Richa Gaur, External Member

To strengthen awareness, regular training and sensitization programs are conducted across all locations to educate employees about the provisions of the POSH Act and the Companys Policy.

During the financial year 2025-26, the Committee met 1 time.

S.No.	Date of Meeting	Committees Strength	No. of Members Present
1	10-9-2025	4	4

The said policy including committee composition details is available on the website of the company at www.rpcil.com.

In compliance with legal requirements, the Company has formed an Internal Committee under the applicable act to address and prevent instances of harassment in the workplace.

During the period under review, the Company had not received any complaints on sexual harassment under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

42. STATEMENT OF COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

The Company has complied with relevant provisions of the Maternity Benefit Act, 1961. There were no beneficiaries who availed maternity benefits during FY 2025-26.

43. DETAILS OF APPLICATION/ PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the Year FY 2025-26, the company has neither made any application nor initiated any proceedings under the Insolvency and Bankruptcy Code, 2016.

44. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations during the financial year 2025-26.

45. DETERMINATION OF MATERIALITY OF INFORMATION & EVENTS

The Listed Entity is always required to be committed to being open and transparent with all stakeholders and in disseminating information in a fair and timely manner. Investors of the entity also expect timely and accurate information from the company as its supports and foster confidence in the quality and integrity of information released by the Company. So under this policy, the management of the company determines the material events of the company and disclosed them for their investors.

Under this policy company may decide all those events and information which is material and important and is compulsory to be disclosed for the investors about the company, policy related to this is available at the website www.rpcil.com

46. PRESERVATION OF DOCUMENTS

The Corporate records need to be kept at the places and manner defined under the Act. The Company accordingly has policy in this regard.

47. ARCHIVAL POLICY

This policy deals with the retention and archival of the corporate record, these records are prepared by the employees of the company under this policy any material information relating to the company shall be hosted on the website of the company for the investors and public and remain there for period of five year.

48. COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has in Place a Nomination and Remuneration Policy with respect to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The appointment/reappointment of Directors on the Board is subject to the recommendation of the Nomination and Remuneration Committee (NRC). Based on the recommendation of the NRC, the remuneration of Executive Director is proposed in accordance with the provisions of the Act which comprises of basic salary, perquisites, allowances and commission for approval of the members. Further, based on the recommendation of the Board the remuneration of Non-Executive Directors comprising of sitting fees and commission in accordance with the provisions of the Act which comprises of basic salary, perquisites, allowances and commission for approval of the members.

The Nomination and Remuneration Policy including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3) of the Act is available on Companys website and accessible through web-link www.rpcil.com

49. 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

Not Applicable, as there are no 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.

50. ACKNOWLEDGEMENT:

Youre Company and its Directors take this opportunity to record their appreciation of the assistance and support extended by all the Government Departments, Banks, Financial Institutions, Consultants and Shareholders of the company. The Directors also express their sincere appreciation for the dedicated efforts put in by all the employees & workers and for their continued contribution for the improved performance of your company during the year.

We also extend our heartfelt thanks to all employees and workers for their dedication, hard work, and commitment to excellence. Your relentless efforts have been instrumental in driving the companys performance and achieving our goals. As we move forward, we remain committed to upholding the highest standards of corporate governance, transparency, and accountability. Together, we will continue to pursue growth opportunities and create value for all stakeholders.

Thank you once again for your invaluable support and contributions to the success of our company.

	For and on behalf of the Board
	FOR REX PIPES AND CABLES INDUSTRIES LIMITED
	(SD/-)	(SD/-)
	SHARWAN KUMAR KALER	RAJENDRA KALER
PLACE: SIKAR	(MANAGING DIRECTOR)	(WHOLE TIME DIRECTOR)
DATE: 21-07-2026	DIN-01050715	DIN-08032024