RSC International Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the Thirty-Third Annual Report of RSC International Limited (the Company) together with the Audited Standalone Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL RESULTS

The financial performance of the Company for the financial year ended March 31, 2026, as compared with the previous financial year, is summarized below:

(Rs. in Lakhs)

Particulars	Financial Year 2025-26	Financial Year 2024-25
Total Income	9.91	156.01
Total Expenses	41.52	182.11
Profit / (Loss) Before Tax	(31.61)	(26.10)
Tax Expense	Nil	Nil
Profit / (Loss) After Tax	(31.61)	(26.10)
Other Comprehensive Income	Nil	Nil
Total Comprehensive Income / (Loss)	(31.61)	(26.10)

During the year under review, the Company recorded total income of Rs. 9.91 Lakhs as against Rs. 156.01 Lakhs in the previous financial year. The Company incurred a net loss of Rs. 31.61 Lakhs during the year as compared to a net loss of Rs. 26.10 Lakhs in the preceding financial year.

2. STATE OF COMPANYS AFFAIRS

The Company continued to carry on its business activities in accordance with the objects set out in the Memorandum of Association of the Company.

During the year under review, the Company continued to focus on stabilising its operations, strengthening its financial position and exploring suitable opportunities for diversification and sustainable growth. The Company incurred a loss during the financial year; however, the management remains focused on improving the operational performance and exploring suitable business opportunities for the future.

3. RESERVES AND SURPLUS

In view of the loss incurred during the financial year under review, no amount has been transferred to the General Reserve or any other reserve out of the profits of the Company.

4. DIVIDEND

In view of the losses incurred during the financial year under review and the accumulated losses of the Company, the Board of Directors has not recommended any dividend on the Equity Shares of the Company for the financial year ended March 31, 2026.

5. CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, there was no change in the nature of business of the Company. The Company continued to carry on its existing business activities and explore opportunities for diversification and growth.

6. SHARE CAPITAL

During the Financial Year 2025-2026:

a) The Company has not issued any equity shares with differential rights.

b) The Company has not issued any Sweat Equity Shares.

c) The Company has not issued any Employee Stock Options.

d) There was no change in the issued, subscribed and paid-up equity share capital of the Company during the year under review. The issued, subscribed and paid-up equity share capital of the Company as at March 31, 2026 stood at Rs. 5,74,97,000/- comprising 57,49,700 Equity Shares of Rs. 10/- each, fully paid-up.

During the financial year under review, the Open Offer process arising pursuant to the Share Purchase Agreement dated January 20, 2025 entered into between Mr. Shailesh Agrawal (Acquirer 1), Mr. Ramji Das Agrawal (Acquirer 2) and the erstwhile Promoters / Promoter Group of the Company was undertaken in accordance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations). Pursuant to the said Share Purchase Agreement, the Acquirers had agreed to acquire an aggregate of 21,30,678 Equity Shares, representing 37.06% of the voting share capital of the Company, comprising 10,65,339 Equity Shares each by Acquirer 1 and Acquirer 2.

Consequent to the aforesaid acquisition and pursuant to Regulations 3(1) and 4 of the SEBI SAST Regulations, the Acquirers made an Open Offer to acquire up to 14,94,922 Equity Shares, representing 26.00% of the total voting share capital of the Company, from the public shareholders at an offer price of Rs. 9.50 per Equity Share, payable in cash.

The Public Announcement in respect of the Open Offer was made on January 20, 2025 and the Detailed Public Statement was published on January 24, 2025. SEBI issued its observation letter on May 30, 2025. The Letter of Offer was dated June 09, 2025 and the tendering period for the Open Offer commenced on June 17, 2025 and concluded on July 01, 2025.

Pursuant to completion of the transactions contemplated under the Share Purchase Agreement and the Open Offer, there was a change in control and management of the Company. Mr. Shailesh Agrawal and Mr. Ramji Das Agrawal became the Promoters / persons in control of the Company in accordance with the applicable provisions of the SEBI SAST Regulations and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). Consequent upon the change in control, the Board of Directors of the Company was reconstituted during the year under review.

The Company has made the requisite disclosures and intimations in relation to the aforesaid Open Offer and consequent change in control in accordance with the applicable provisions of the SEBI SAST Regulations, the SEBI Listing Regulations and other applicable laws.

7. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report, except as otherwise disclosed in this Report.

8. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2026 will be available on the website of the Company at www.rscltd.in.

9. LISTING AT STOCK EXCHANGE

The Equity Shares of the Company are listed on BSE Limited (BSE).

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year under review, pursuant to the change in control and management of the Company, the following changes took place in the composition of the Board of Directors of the Company:

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shailesh Agrawal (DIN: 06597393), Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

Appointments:

• Mr. Ramji Das Agrawal (DIN: 06675176) was appointed as an Additional Director in the category of Whole-time Director / Executive Director with effect from 6 th September, 2025.

• Mr. Shailesh Agrawal (DIN: 06597393) was appointed as an Additional Director and Managing Director of the Company with effect from 6 th September, 2025, for a period of five years.

• Ms. Shruti Thakkar (DIN: 10131239) was appointed as an Additional Director in the category of Non-Executive Independent Woman Director with effect from 6 th September, 2025, for a period of five years.

• Mr. Ronak Mistry (DIN: 08782781) was appointed as an Additional Director in the category of Non- Executive Independent Director with effect from 6 th September, 2025, for a period of five years.

• Ms. Vasantiben Menat (DIN: 10337501) was appointed as an Additional Director in the category of Non-Executive Independent Director with effect from 6 th September, 2025, for a period of five years.

The aforesaid appointments were subsequently approved by the Members at the 32 nd Annual General Meeting held on 30 th September, 2025.

Resignations:

• Mr. Gyan Chand Jain (DIN: 00498094) resigned as Managing Director and Director with effect from 6 th September, 2025.

• Mr. Ankur Jain (DIN: 01129847) resigned as Non-Executive Director with effect from 6 th September, 2025.

• Mrs. Alka Jain (DIN: 00498124) resigned as Non-Executive Director with effect from 6 th September, 2025.

• Mr. Jitendra Bansal (DIN: 02292667) resigned as Non-Executive Independent Director with effect from 6 th September, 2025.

• Mr. Vinod Mishra (DIN: 08581720) resigned as Non-Executive Independent Director with effect from 6 th September, 2025.

• Mr. Subhash Jain (DIN: 08581079) resigned as Non-Executive Independent Director with effect from 6 th September, 2025

Key Managerial Personnel:

During the financial year under review, the following changes took place in the Key Managerial Personnel of the Company:

• Mr. Ankur Jain resigned from the position of Chief Financial Officer of the Company with effect from 6 th September, 2025. His resignation covered both the position of Director and CFO.

• Mr. Deepak Kumar Goyal (FCS: 24424) resigned from the position of Company Secretary and Compliance Officer of the Company with effect from 6 th September, 2025

• Ms. Ramdulari Saini (ACS: 44908) was appointed as Company Secretary and Compliance Officer of the Company with effect from 14 th November, 2025.

• Mr. Chandresh Joshi was appointed as Chief Financial Officer of the Company with effect from 31 st December, 2025.

11. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to Section 178 of the Act and the applicable provisions of the SEBI Listing Regulations, the Company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other employees. The Policy, inter alia, lays down criteria for determining qualifications, positive attributes and independence of Directors and matters relating to appointment, removal, remuneration and performance evaluation.

13. NUMBER OF BOARD MEETINGS

During the financial year 2025-26, the Board of Directors met Seven (7) times. The gap between any two meetings did not exceed the period prescribed under the Companies Act, 2013 and the applicable Secretarial Standards.

The details of the meetings of the Board of Directors held during the year are as under:

Date of Meeting

1. 22-05-2025

2. 30-05-2025

3. 14-08-2025

4. 06-09-2025

5. 14-11-2025

6. 31-12-2025

7. 12-02-2026

The Board has constituted the following Committees in accordance with the applicable provisions of the Companies Act, 2013:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Audit Committee:

During the year under review, the Audit Committee met Five (5) times. The dates of the meetings are as follows:

Date of Meeting

1. 22-05-2025

2. 30-05-2025

3. 14-08-2025

4. 14-11-2025

5. 12-02-2026

The Committee comprised the following members as on 31 st March, 2026:

Sr No Name of the member	Designation
1. Mr. Ronak Mistry	Chairperson, Non-Executive Independent Director
2. Ms. Vasantiben Menat	Member, Non-Executive Independent Director
3. Ms. Shruti Thakkar	Member, Non-Executive Independent Woman Director
4. Mr. Shailesh Agrawal	Member, Managing Director

Nomination and Remuneration Committee:

During the year under review, the Nomination and Remuneration Committee met once on 06 th September, 2025.

The Committee comprised the following members as on 31 st March, 2026:

Sr No Name of the member	Designation
1. Mr. Ronak Mistry	Chairperson, Non-Executive Independent Director
2. Ms. Vasantiben Menat	Member, Non-Executive Independent Director
3. Ms. Shruti Thakkar	Member, Non-Executive Independent Woman Director

Stakeholders Relationship Committee:

During the year under review, the Stakeholders Relationship Committee met once on 12 th February, 2026.

The Committee comprised the following members as on 31 st March, 2026:

Sr No Name of the member	Designation
1. Ms. Shruti Thakkar	Chairperson, Non-Executive Independent Woman Director
2. Mr. Shailesh Agrawal	Member, Managing Director
3. Mr. Ronak Mistry	Member, Non-Executive Independent Director

14. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the performance of individual Directors and that of its Committees.

The Independent Directors separately reviewed the performance of the Non-Independent Directors, the Board as a whole and the Chairperson of the Company. They also assessed the quality, quantity and timeliness of the flow of information between the Companys Management and the Board.

The Board expressed satisfaction with the evaluation process and its outcomes.

15. RISK MANAGEMENT

The Company has a risk management framework commensurate with the nature and size of its operations for identification, assessment, monitoring and mitigation of material risks. The Board periodically reviews the principal risks affecting the Company and the measures taken to mitigate such risks.

16. VIGIL MECHANISM

Pursuant to Section 177 of the Act and the applicable provisions of the SEBI Listing Regulations, the Company has established a Vigil Mechanism / Whistle Blower Policy for Directors, employees and other stakeholders to report genuine concerns, unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The mechanism provides adequate safeguards against victimisation and provides access to the Chairperson of the Audit Committee in appropriate cases.

17. HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company did not have any subsidiary, associate or joint venture company during the financial year under review. Accordingly, the requirement of furnishing a statement containing salient features of the financial statements of subsidiaries, associates and joint ventures in Form AOC-1 is not applicable.

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments, if any, covered under Section 186 of the Act are disclosed in the notes to the financial statements. The Company has complied with the applicable provisions of Section 186 of the Act during the year under review.

19. RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into by the Company during the financial year under review were in the ordinary course of business and on an arms length basis and were placed before the Audit Committee and/or the Board of Directors for approval, wherever applicable.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are disclosed in Form AOC-2, which is annexed to this Report.

20. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place internal financial controls commensurate with the size and nature of its operations. The controls are designed to provide reasonable assurance regarding reliability of financial reporting, safeguarding of assets, prevention and detection of frauds and errors, compliance with applicable laws and orderly conduct of business. The Audit Committee and the Board periodically review the adequacy and effectiveness of the internal financial control systems.

21. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2)(e) read with Schedule V of the SEBI Listing Regulations, the Management Discussion and Analysis Report forms an integral part of this Annual Report and is annexed separately.

22. CORPORATE GOVERNANCE

Pursuant to Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance as specified under Regulations 17 to 27, clauses (b) to (i) and (t) of Regulation 46(2) and Para C, D and E of Schedule V of the SEBI Listing Regulations are not applicable to the Company, as the paid-up equity share capital and net worth of the Company did not exceed the prescribed thresholds as on the last day of the previous financial year.

Accordingly, the requirement of providing a separate Corporate Governance Report for the financial year ended March 31, 2026 is not applicable to the Company.

23. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The disclosures relating to remuneration and other particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided separately and form part of this Annual Report.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy for prevention of sexual harassment at the workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

During the financial year ended March 31, 2026:

• Complaints received - Nil

• Complaints disposed of - Nil

• Complaints pending for more than 90 days Nil

25. MATERNITY BENEFIT

The Company affirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961 / the Code on Social Security, 2020 and has extended the prescribed statutory benefits to eligible employees, wherever applicable.

26. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Directors, to the best of their knowledge and belief, confirm that:

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

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c) the Directors had 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;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

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

27. AUDITORS

Statutory Auditors and Auditors Report

M/s. D G M S & Co., Chartered Accountants (Firm Registration No. 0112187W), were the Statutory Auditors of the Company during the financial year ended March 31, 2026.

The Statutory Auditors have expressed a Qualified Opinion on the Standalone Financial Statements of the Company for the financial year ended March 31, 2026. The qualification relates to the preparation of accounts on a going concern basis despite erosion in the net worth of the Company and the Company incurring cash losses for several years.

Boards Explanation on the Qualification:

The Company is making losses and, with the infusion of funds from the Promoter Group, is able to manage and sustain its operations. However, the Company is working towards its development. The Management is hopeful and confident that in future the Company will prosper with diversification of business activities. Looking to the fair accounting policy, the Company will comply with the applicable provisions in due course.

The Auditors Report together with the Statement on Impact of Audit Qualifications forms part of the Annual Report.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Ajay Yadav & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2025-26. The Secretarial Audit Report in Form MR-3 forms part of this Annual Report.

The observations made by the Secretarial Auditor in the Secretarial Audit Report are self explanatory. The Board has taken note of the observations and has advised the Management to strengthen the internal compliance mechanism and to ensure timely and proper compliance with all applicable statutory and regulatory requirements in future.

Internal Auditor

Pursuant to Section 138 of the Act read with the Companies (Accounts) Rules, 2014, M/s. Sidharth Shah & Associates acted as the Internal Auditor of the Company for the financial year 2025-26.

28. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, namely Secretarial Standard on Meetings ofthe Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2).

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

The particulars required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are as follows:

A. Conservation of Energy

The operations of the Company are not energy intensive. Nevertheless, the Company continues to take reasonable measures to conserve energy and optimise the use of resources in its operations.

B. Technology Absorption

Not applicable, having regard to the nature of the Companys business and operations during the year under review.

C. Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo: Nil

30. ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to maintaining a safe and healthy work environment and to conducting its activities in an environmentally responsible manner. Considering the nature and scale of operations, the environmental impact of the Companys activities is limited; nevertheless, appropriate measures are taken to ensure employee well-being, workplace safety and responsible use of resources.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS

During the financial year under review, no significant or material orders were passed by any regulator, court or tribunal which would impact the going concern status of the Company or its future operations.

32. STATEMENT ON OTHER COMPLIANCES

a) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the Rules made thereunder during the financial year under review.

b) No application was made and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.

c) There was no instance of a one-time settlement with any Bank or Financial Institution during the financial year under review. Accordingly, the disclosure relating to the difference between the amount of valuation done at the time of one-time settlement and the valuation done while taking loan from Banks or Financial Institutions is not applicable.

d) The Company does not fall within the criteria prescribed under Section 135 of the Companies Act, 2013 for applicability of the Corporate Social Responsibility provisions. Accordingly, the provisions relating to constitution of a CSR Committee and expenditure on CSR activities were not applicable during the financial year under review.

e) The Company has not issued any debentures, bonds, warrants or other convertible securities during the financial year under review.

f) The Company has not provided any money for the purchase of its own shares by employees or by trustees for the benefit of employees.

g) The Company does not have any Holding, Subsidiary, Associate or Joint Venture Company and accordingly, the disclosures applicable in this regard are not applicable.

h) No fraud has been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 during the financial year under review.

33. ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation for the continued co-operation and support received from the shareholders, bankers, Government and regulatory authorities, business associates, employees and all other stakeholders of the Company.

	By Order of the Board
	For RSC International Limited
	Sd/-
	Shailesh Agrawal
Place: Mumbai	Managing Director
Date: September 01, 2026	DIN:06597393