Rungta Irrigation Ltd Directors Report

To,

The Members

Your directors are pleased to present the Integrated 42nd Annual Report of the Company, together with the Audited Standalone Financial Statements for the financial year ended 31st March, 2026. This Report highlights the Companys financial and operational performance during the year, significant developments, corporate governance initiatives, and the statutory information required under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

1. FINANCIAL HIGHLIGHTS

The Financial Performance of the Company (Standalone) for the year ended 31st March, 2026 is summarized below: -

(Rs in Lakhs)

Particulars	Current Year ended 31.03.2026	Previous Year ended 31.03.2025
Net Revenue	18,117.63	21,934.92
Add: Other operating income	268.13	200.57
Total Income	18,385.76	22,135.49
Profit before Interest, Depreciation, Exceptional items & Taxation	1,013.74	1,113.65
Less: Depreciation	285.09	231.68
Add: Exceptional items (Net)	-	-
Profit /(Loss) before Tax	728.65	881.97
Less: Tax expenses (Net)	179.37	259.59
Profit after Tax/ (Loss)	549.28	622.38
(Less)/Add: Other Comprehensive Income	58.10	3.15
Total Comprehensive Income	607.38	625.53

2. STATE OF COMPANYS AFFAIR

Operating Results and Profits

During the financial year ended 31st March, 2026, the Company recorded a total income of Rs18,385.76 lakhs as against Rs22,135.49 lakhs in the previous financial year, reflecting a decline of approximately 16.94%, primarily on account of lower sales during the year. Net revenue from operations stood at Rs18,117.63 lakhs compared to Rs21,934.92 lakhs in the previous year.

Despite the challenging business environment and moderation in revenues, the Company continued to maintain stable operations through prudent cost management and improved operational efficiencies. Earnings before depreciation, interest, exceptional items and tax stood at Rs1,013.74 lakhs as against Rs1,113.65 lakhs in the previous year. After providing for depreciation of Rs285.09 lakhs, and Rs231.68 in the financial year ended on 31.03.2026 and financial year ended on 31.03.2025 respectively, the Company reported a Profit Before Tax (PBT) of Rs728.65 lakhs, compared to Rs881.97 lakhs in the previous financial year.

After providing for tax expenses of Rs179.37 lakhs, the Profit After Tax (PAT) for the year stood at Rs549.28 lakhs as against Rs622.38 lakhs in the previous year. The Company also recorded Other Comprehensive Income of Rs58.10 lakhs, resulting in a Total Comprehensive Income of Rs607.38 lakhs for the financial year 2025-26, compared with Rs625.53 lakhs in the preceding year.

During the year under review, the Company continued to strengthen its manufacturing capabilities and operational infrastructure. A significant milestone was the continued progress and operational development of the Companys manufacturing facility at Greater Noida, which is expected to enhance production efficiency, improve service to customers across key markets, and support the Companys long-term growth strategy.

The irrigation industry continues to offer significant long-term opportunities, driven by increasing emphasis on water conservation, efficient irrigation practices, and government initiatives promoting micro-irrigation. Your Company remains focused on expanding its market presence, improving operational efficiencies, strengthening customer relationships, and developing innovative products to meet evolving customer requirements.

The Directors are confident that, supported by its established manufacturing facilities, experienced management team, prudent financial management and continued focus on operational excellence, the Company is well positioned to achieve sustainable growth and create long-term value for all stakeholders.

3. PLANT LOCATIONS

UNIT-1

C-165, Industrial Area,

Bulandshahr Road, Ghaziabad, Uttar Pradesh

UNIT-2

Plot No. F-3-2-1, Village Adavipolam,

District Yanam, Puducherry

UNIT-3

Industrial Plot No-18, Sector Ecotech-11,

Greater Noida, Gautam Buddha Nagar, Uttar Pradesh

4. DIVIDEND

The Board has approved a Dividend Distribution Policy in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is available on the Companys website: https://www.rungtairrigation.in/dividend-distribution-policy-final-website-370/ .

In view of the need to conserve resources, the Board has decided to retain and plough back the profits into the business. Accordingly, no dividend is recommended for the financial year 2025-26.

5. TRANSFER TO RESERVES

During the financial year under review, no amount has been transferred to reserves.

6. SHARE CAPITAL

As on March 31, 2026, the Companys paid-up share capital stood at Rs19,92,17,830, divided into 1,99,21,783 equity shares of Rs10 each.

During the year under review, the Company completed the forfeiture of 3828 partly paid equity shares.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

Pursuant to the provisions of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, there have been no material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this Report. Further, there has been no change in the nature of the business of the Company during the said period.

8. SUBSIDIARY, JOINT ARRANGEMENTS AND ASSOCIATE COMPANIES

During the period under review, there were no subsidiary, joint venture or associated Company of Rungta Irrigation Limited.

9. RISK MANAGEMENT

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, effective from 5th May, 2021, the constitution of a Risk Management Committee is mandatory only for the top 1,000 listed entities based on market capitalization as at the close of the immediately preceding financial year.

As the Company does not fall within the aforesaid category, the requirement to constitute a Risk Management Committee is presently not applicable. Nevertheless, the Company has established an adequate risk management framework to identify, assess, monitor and mitigate key business risks. The Board periodically reviews the risks affecting the Companys business and is of the opinion that there are no risks that may threaten the Companys existence as a going concern.

10. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY

The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for insufficiency or inadequacy of such controls.

Please refer to the paragraph on Internal Control Systems and their Adequacy in the Management Discussion & Analysis section for detailed analysis.

11. HUMAN RESOURCES

Please refer to the paragraphs on Human Resources / Industrial Relations in the Management Discussion & Analysis section for detailed analysis.

12. REMUNERATION AND BOARD DIVERSITY FRAMEWORK

Remuneration Policy Pursuant to Section 178(1) of the Companies Act, 2013, and Regulation 19(4) of the SEBI Listing Regulations, the Company has adopted a comprehensive policy governing the appointment and remuneration of Directors, Key Managerial Personnel (KMP), and other employees. This policy established clear criteria for determining the qualifications, positive attributes, and independence of Directors, ensuring the Board remains objective and ethically aligned with the Companys goals.

Policy on Board Diversity In accordance with Regulation 19 and Para A of Part D of Schedule II of the SEBI Listing Regulations, the Company recognizes that a diverse Board is a "Symbol of Quality" that enhances overall performance. The key pillars of this policy include:

- Commitment to Equality and Non-Discrimination: The Company provides equal opportunities and strictly prohibits discrimination based on race, gender, disability, nationality, religious or philosophical beliefs, age, sexual orientation, or family status.

- Broad Definition of Diversity: Diversity is viewed as a wide concept. The Company seeks a balance of skills, regional and industry experience, background, and other distinguishing qualities. Crucially, this perspective is informed by the Companys specific business model and evolving needs.

- Merit-Based Appointments: While the Company embraces diversity, all Board appointments are made on a merit basis. Candidates are evaluated against objective criteria to ensure the Board can effectively serve customers, vendors, shareholders, and other stakeholders.

- Strategic Alignment: The Board endeavours to maintain a balance of perspectives necessary to support the execution of the Companys specific business strategy.

- Governance and Oversight: The Nominations Committee holds the primary responsibility for identifying qualified candidates while giving "adequate consideration" to the principles of this Diversity Policy.

- Review and Transparency: To ensure continued effectiveness, the Board reviews this policy on a regular basis. In the interest of transparency, the policy is made available via the Companys website.

13. PREVENTION OF SEXUAL HARASSMENT (‘POSH)

Prevention of Sexual Harassment (POSH) Framework

Rungta Irrigation Limited maintains a zero-tolerance policy toward sexual harassment, recognizing it as a form of discrimination that violates the fundamental right to work with dignity.

In strict accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has established a robust framework to ensure that all employees and authorized third parties—including visitors, clients, and contractors—operate in an environment free from fear, prejudice, and gender bias.

Key Policy Highlights:

Internal Committee (IC) Oversight: A dedicated Internal Committee is active across all company offices and work premises to investigate formal complaints and recommend disciplinary measures.

This committee is chaired by a senior-level woman employee and includes members with legal or social work experience, as well as external representation from a non-governmental organization.

Structured Redressal Procedure: The policy provides a clear mechanism for aggrieved women to file written complaints within three months of an incident. The IC is mandated to complete its inquiry within 90 days, adhering to a fair and expeditious process that prioritizes the confidentiality of all involved parties.

Preventative and Remedial Actions: Beyond investigating complaints, the Company is committed to organizing regular sensitization workshops and awareness programs to educate employees on their rights and responsibilities under the Act. For substantiated claims, the policy allows for a range of disciplinary actions, from written apologies to suspension or termination of service

Annual Report on Sexual Harassment (FY 2025-26): In compliance with statutory reporting requirements, the status of complaints received and redressed during the financial year is as follows:

Category	Status
Number of complaints received	Nil
Number of complaints disposed off	Nil
Number of cases pending for more than 90 days	Nil

Through these measures, the Company ensures the maintenance of high employee morale and a safe, productive workplace for all.

14. PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as "Annexure-3".

Statement containing particulars of top 10 employees and particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate "Annexure-4" forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members, excluding the aforesaid. The said Statement is also open for inspection. Any Member interested in obtaining a copy of the same may write to the Company Secretary at cs@rungtairrigation.in . One of the employees listed in the said Annexure is related to Directors of the Company.

15. PARTICULARS OF TOTAL EMPLOYEES AS AT THE END OF FINANCIAL YEAR (IN ACCORDANCE WITH THE COMPANIES (ACCOUNTS) SECOND AMENDMENT RULES, 2026 NOTIFIED BY MCA ON MAY 30, 2025)

During the year under review, the particulars of employees categorized by gender, are provided below:

S. No.	Gender	Number of Employees
1.	Male	180
2.	Female	15
3.	Transgender	NIL
	Total	195

16. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) is applicable to the top 1,000 listed entities based on their market capitalization as at the close of the financial year. As the Company does not fall within the top 1,000 listed entities based on the prescribed criteria, the provisions relating to submission of the Business Responsibility and Sustainability Report are not applicable to the Company for the financial year under review.

17. CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to fulfilling its Corporate Social Responsibility ("CSR") obligations in accordance with the provisions of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. A brief outline of the Companys CSR Policy, together with the details of the CSR initiatives and activities undertaken during the financial year, is provided in the Annual Report on CSR Activities forming part of this Report as Annexure-5.

The CSR Policy of the Company is available on the Companys website at: [URL]: https://www.rungtairrigation.in/corporate-social-responsibility-csr-policy/ .

The details of Composition are as under:

S. No.	Name	Category
1	Devesh Poddar	Chairman
2	Shruti Jain	Member
3	Mahabir Prasad Rungta	Member

18. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for Financial Year ended 2026 is uploaded on the website of the Company and the same is available on https://www.rungtairrigation.in/annual-return-2025-26/.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors:

As on March 31, 2026, the Board of Directors of the Company comprised six Directors, consisting of an optimal mix of Executive and Non-Executive Directors, including three Independent Directors. The composition of the Board is in conformity with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The present Directors on the Board are:

a. Mr. Mahabir Prasad Rungta (DIN: 00235632), Chairman cum Managing Director;

b. Ms. Shruti Jain (DIN: 00229045), Whole-Time Director;

c. Mr. Tarun Kumar Megotia (DIN: 01098092), Whole-Time Director;

d. Mr. Vivek Agrawal (DIN: 07794991), Independent Director;

e. Mr. Devesh Poddar (DIN: 07912263), Independent Director; and

f. Mr. Kailash Lal Agrawal (DIN: 10865993), Independent Director.

During the year under review, the Board of Directors, at its meeting held on August 28, 2025, re-appointed Mr. Mahabir Prasad Rungta (DIN: 00235635) as the Whole-Time Director of the Company. The said re-appointment was subsequently approved by the Members at the 41st Annual General Meeting of the Company held on September 25, 2025.

Further, at the same Board Meeting held on August 28, 2025, the Board re-appointed Mr. Tarun Kumar Megotia (DIN: 01098092) as the Whole-Time Director of the Company. The said re-appointment was also approved by the Members at the 41st Annual General Meeting of the Company held on September 25, 2025.

Independent Directors:

In terms of Section 149 of the Act and the SEBI Listing Regulations, Mr. Vivek Agrawal, Mr. Devesh Poddar, and Mr. Kailash Lal Agrawal are the Independent Directors of the Company as on the date of this Report.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act read along with the Rules made thereunder and are independent of the Management.

Key Managerial Personnel:

As on March 31, 2026, the following persons are the Key Managerial Personnel (KMP) of the Company pursuant to Section 203 of the Companies Act, 2013:

Mr. Sumit Bansal – Chief Financial Officer

Ms. Rekha Rathore – Company Secretary and Compliance Officer

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following changes took place in the Key Managerial Personnel of the Company during the financial year under review:

a. Ms. Ayushi Bajaj resigned from the position of Company Secretary & Compliance Officer w.e.f. 18th October, 2025.

b. Ms. Rekha Rathore was appointed at Company Secretary & Compliance Officer of the company effect from. 16th December, 2025.

c. Mr. Vinod Mathuria resigned from the position of Chief Financial Officer w.e.f. 8th August, 2025.

d. Mr. Sumit Bansal was appointed at Chief Financial Officer of the company effect from. 8th August, 2025.

20. CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on the Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is annexed to this Report.

21. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis, as required in terms of the SEBI Listing Regulations, is annexed to this Report.

22. MEETINGS OF THE BOARD

The Board held 8 (eight) meetings during the FY 2025-26.

For details, please refer to the Report on Corporate Governance, which forms part of this Report.

23. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

- Audit Committee

- Nomination and Remuneration Committee

- Corporate Social Responsibility Committee

- Stakeholders Relationship Committee

- Operations Management Committee

- Internal Complaint Committee under POSH

Details of composition, terms of reference and number of meetings held in FY26 for the aforementioned Committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various Committees have been accepted by the Board.

24. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, that of its committees, individual Directors and the Chairman.

The performance of the Board was evaluated after seeking feedback from all the Directors on various parameters, including the composition and structure of the Board, effectiveness of its functioning, quality of deliberations, governance practices, strategic guidance, adequacy and timeliness of information provided, and the overall effectiveness of the decision-making process.

The performance of the Committees of the Board was evaluated by the Board based on the feedback received from the respective Committee members, taking into consideration factors such as the composition of the Committees, discharge of their responsibilities, effectiveness of Committee meetings, quality of deliberations and recommendations, and their contribution to the Boards decision-making process.

The Nomination and Remuneration Committee and the Board also evaluated the performance of individual Directors based on established evaluation criteria, including their participation and contribution at Board and Committee meetings, preparedness, domain knowledge, guidance, independence of judgment, strategic inputs, and overall contribution towards the Companys growth and governance framework.

A separate meeting of the Independent Directors was convened, wherein the performance of the Non-Independent Directors, the Board as a whole, and the Chairman of the Board was evaluated, after taking into account the views of the Executive and Non-Executive Directors. The Independent Directors also reviewed the quality, adequacy and timeliness of the flow of information between the Companys Management and the Board to ensure that the Board is able to effectively discharge its statutory and fiduciary responsibilities.

The performance of the Independent Directors was subsequently evaluated by the entire Board, excluding the Director being evaluated. The Board expressed its satisfaction with the effectiveness of the evaluation process and the overall performance of the Board, its committees and individual Directors.

The Nomination and Remuneration Committee carefully designed a detailed questionnaire aligned with SEBIs circular and recommended it to the Board. The questionnaire facilitated the evaluation of the Board, its Committees, the Chairman, and individual directors. The assessment considered directors contributions across various aspects related to the Board and its operations, including the adequacy of its composition, fulfillment of specific responsibilities, obligations and governance.

25. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a practice of organizing structured familiarization programs for its Independent Directors to enable them to understand the Companys business, industry dynamics, regulatory environment, governance framework and their roles, rights and responsibilities as members of the Board.

The Independent Directors are regularly apprised of the Companys business operations, strategic initiatives, financial performance, risk management practices, internal control systems and significant regulatory developments through detailed presentations and interactive sessions conducted by the Senior Management, Internal Auditors and Statutory Auditors at the meetings of the Board and its Committees. They are also encouraged to seek clarifications and raise queries on any matter relating to the affairs of the Company, which are addressed promptly by the Management.

The Independent Directors are provided unrestricted access to the information necessary for the effective discharge of their duties, including Board papers, annual reports, statutory documents and key corporate policies. They are also familiarized with the Companys business model, organizational structure, operational processes and the industry in which the Company operates. Their roles, rights, duties and responsibilities are communicated through the letter of appointment and are reinforced periodically during Board meetings and other interactive sessions.

The details of the Familiarization Programme imparted to the Independent Directors are available on the Companys website at: https://www.rungtairrigation.in/familiarization-programme-for-independent-directors/

26. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Selection and Appointment of Directors

The Nomination and Remuneration Committee ("NRC") is entrusted with the responsibility of identifying and recommending individuals who are qualified to become Directors and who possess the requisite skills, expertise, experience and integrity necessary to effectively discharge their duties. The NRC also formulates the criteria for determining qualifications, positive attributes and independence of Directors and recommends to the Board a policy relating to the remuneration of Directors, Key Managerial Personnel ("KMP") and other employees.

The NRC evaluates the composition of the Board on a periodic basis, taking into account the Companys business strategy, industry dynamics, operational requirements, governance framework and the need for an appropriate balance of skills, experience, diversity and independence. Wherever necessary, the Committee undertakes a gap analysis to identify the competencies required on the Board.

Before recommending the appointment or re-appointment of any Director, the NRC evaluates the profile of the proposed candidate against the identified competency requirements, carries out the necessary due diligence and, wherever considered appropriate, interacts with the prospective candidate to assess his/her suitability for the position.

Criteria for Determining Qualifications, Positive Attributes and Independence of Directors

In terms of Section 178(3) of the Companies Act, 2013 read with Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the NRC has formulated the criteria for determining the qualifications, positive attributes and independence of Directors. The broad criteria include the following:

a. The individual should possess impeccable integrity, high ethical standards and a sound reputation.

b. The individual should possess qualifications, knowledge, expertise and experience commensurate with the responsibilities of the position, having regard to the Companys business and operational requirements. The NRC has the discretion to determine the adequacy of such qualifications and experience.

c. The individual should not have incurred any disqualification under the Companies Act, 2013 or any other applicable law, rule or regulation.

d. The individual should possess such qualifications and satisfy such conditions as may be prescribed under the applicable laws and regulations.

e. The individual should not have been convicted by a court of competent jurisdiction for any offence resulting in imprisonment of six months or more during the preceding five years, or imprisonment of seven years or more at any time.

f. In the case of an Independent Director, the individual must satisfy the criteria of independence prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.

The Company is committed to ensuring that the remuneration payable to its Directors, Key Managerial Personnel and other employees is fair, competitive and commensurate with their roles, responsibilities, experience, performance and prevailing industry practices. The remuneration framework is designed to attract, retain and motivate competent professionals while aligning their interests with the long-term objectives of the Company.

The Nomination and Remuneration Policy is available on the Companys website at https://www.rungtairrigation.in/remuneration-policy-445/ . During the financial year under review, no changes were made to the said Policy.

27. VIGIL MECHANISM

The Company is committed to conducting its business with the highest standards of integrity, transparency, accountability and ethical conduct. It fosters a culture that encourages employees and Directors to uphold these values and to report any actual or suspected instances of unethical behaviour, fraud, misconduct, or violation of the Companys Code of Conduct or applicable laws without fear of retaliation.

Pursuant to the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism (Whistle Blower Policy) to provide Directors and employees with a secure and confidential platform for reporting genuine concerns relating to unethical conduct, fraud, actual or suspected violations of the Companys Code of Conduct or any other improper practices.

The Vigil Mechanism provides adequate safeguards against victimization of persons who use the mechanism in good faith and ensures direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. During the financial year under review, no person was denied access to the Chairperson of the Audit Committee.

The Vigil Mechanism (Whistle Blower Policy) is available on the Companys website at: https://www.rungtairrigation.in/vigil-mechanism-whistle-blower-policy-updated-115/

28. AUDIT

Statutory Audit

M/s. Mamraj & Co., Chartered Accountants (Firm Registration No. 006396N), were appointed as the Statutory Auditors of the Company by the Members at the 38th Annual General Meeting and continue to hold office in accordance with the provisions of the Companies Act, 2013.

The Statutory Auditors have audited the Financial Statements of the Company for the financial year ended 31st March, 2026. The Auditors Report forms part of this Annual Report and does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board of Directors, on the recommendation of the Audit Committee, had appointed M/s. Shivam Grover & Associates, Practicing Company Secretaries (Certificate of Practice No. 24898, Membership No. A63633 and Peer Review Certificate No. 6816/2025), as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year ended 31st March, 2026.

The Secretarial Audit Report issued by Mr. Shivam Grover, Practicing Company Secretary, in Form MR-3, forms part of this Report as Annexure-6. The Report does not contain any qualification, reservation, adverse remark or disclaimer. Accordingly, there are no observations requiring any explanation or comments by the Board under Section 134(3)(f)(ii) of the Companies Act, 2013.

Pursuant to the amended provisions of Section 204 of the Companies Act, 2013, the Board of Directors, at its Meeting held on 25th May, 2026, based on the recommendation of the Audit Committee, approved and recommended to the Members the appointment of M/s. Shivam Grover & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for a term of five consecutive financial years, commencing from the financial year 2026-27 and ending with the financial year 2030-31, at such remuneration as may be determined by the Board of Directors in consultation with the Secretarial Auditors.

The proposed appointment is subject to the approval of the Members at the ensuing Annual General Meeting.

29. COST AUDIT AND COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and have such records audited in respect of the applicable products manufactured by the Company.

Based on the recommendation of the Audit Committee, the Board of Directors appointed M/s. S. Shekhar & Co., Cost Accountants (Firm Registration No. FRN000452), as the Cost Auditors of the Company to conduct the audit of the cost records for the financial year ending 31st March, 2027.

The Cost Auditors have confirmed their eligibility for appointment and furnished their written consent in accordance with the provisions of the Companies Act, 2013 and the Rules made thereunder.

The Board of Directors, on the recommendation of the Audit Committee, has approved the remuneration payable to the Cost Auditors, which is subject to ratification by the Members at the ensuing Annual General Meeting. A resolution seeking ratification of the remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting. The Company has maintained the cost accounts and records as prescribed under Section 148(1) of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

30. NATIONAL FINANCIAL REPORTING AUTHORITY (NFRA)

NFRA Circular dated January 07, 2026- On effective communication between Statutory Auditors and Those Charged with Governance, Including Audit Committee. The Board has taken note of the guidance issued by the NFRA on effective communication between Statutory Auditors and Those Charged with Governance [TCWG]. Accordingly, the Company has formulated a structured policy and framework in this regard, which has been duly approved by the Board. The Board has further identified following as TCWG:

a. Audit Committee, with the Chairperson of the Audit Committee designated as the Nodal Officer and to chair TCWG meetings;

b. CFO, Chief Financial Officer Mr. Sumit Bansal

c. Executive Director, Mr. Tarun Kumar Megotia

The Board has reviewed the proposed approach for implementation of the prescribed framework and has advised the TCWG and the Statutory Auditors to ensure compliance with the said guidance.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements/ transactions entered by the Company with related parties during the financial year under review, were in the ordinary course of business and, wherever applicable, on an arms length basis. All such transactions were reviewed and approved by the Audit Committee, comprising a majority of Independent Directors, in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Repetitive transactions of a routine nature were approved by the Audit Committee through omnibus approvals in accordance with the applicable statutory provisions.

During the financial year under review, the Company did not enter into any material contract or arrangement with related parties requiring disclosure under Section 134(3)(h) read with Section 188 of the Companies Act, 2013. Accordingly, the particulars of contracts or arrangements with related parties in Form AOC-2 are annexed to this Report as "Annexure-1".

The disclosures relating to Related Party Transactions, including transactions with persons or entities forming part of the promoter or promoter group holding 10% or more of the equity share capital of the Company, are provided in the notes forming part of the Financial Statements.

During the financial year under review, the Non-Executive Directors did not have any pecuniary relationship or transactions with the Company, other than the payment of sitting fees, commission and reimbursement of expenses, wherever applicable.

In accordance with the applicable provisions of the SEBI Listing Regulations, the resolution(s), if any, seeking Members approval for material Related Party Transaction(s) form part of the Notice convening the ensuing Annual General Meeting.

Pursuant to the amendments introduced under the SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, the Board of Directors has reviewed and adopted the revised Policy on Related Party Transactions. The Policy is available on the Companys website at: https://www.rungtairrigation.in/related-party-policy-9/ .

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the particulars of loans, guarantees, securities and investments covered under the said section are as follows:

During the financial year under review, the Company did not provide any guarantee or security within the meaning of Section 186 of the Companies Act, 2013.

As on 31st March, 2026, loans aggregating to Rs16.05 lakhs were outstanding, representing loans granted to employees in accordance with the Companys service conditions. Such loans are not covered within the ambit of Section 186 of the Companies Act, 2013.

As on 31st March, 2026, the Company had investments aggregating to Rs1,441.45 lakhs, comprising investments in equity instruments of various companies. Details of such investments are disclosed in Note 4 to the Standalone Financial Statements forming part of this Annual Report.

33. DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review. Accordingly, there were no deposits outstanding, including any unpaid principal or interest, as on 31st March, 2026.

34. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company is committed to providing a safe, equitable and inclusive workplace and remains fully compliant with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, as amended from time to time. During the financial year under review, the Company duly complied with all statutory requirements prescribed under the Act, including the grant of maternity benefits and leave, provision of nursing breaks and other applicable facilities, maintenance of statutory registers and records, and ensuring protection of the employment and service conditions of women employees in accordance with the applicable legal provisions.

This disclosure is made pursuant to the requirements of the Companies (Accounts) Second Amendment Rules, 2025, as notified by the Ministry of Corporate Affairs, Government of India.

35. DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and ability, confirm in respect of the Audited Annual Accounts for the year ended 31st March, 2026 that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

b. the Directors had, in consultation with the Statutory Auditors, 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 for the year ended 31st March, 2026 and profit 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 Companies Act, 2013 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 proper internal financial controls to be followed and that such internal financial controls were adequate and were 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.

36. SECRETARIAL STANDARDS

The Company has established adequate systems and processes to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI"). The Company confirms that such systems were adequate and operated effectively throughout the financial year under review.

37. INVESTOR EDUCATION AND PROTECTION FUND

Please refer to the Corporate Governance Report under the section "Dividend" for details relating to the transfer of unclaimed/unpaid amounts and shares to the Investor Education and Protection Fund (IEPF).

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

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and foreign exchange outgo are set out in Annexure-2, which forms an integral part of this Report.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS IMPACTING THE GOING CONCERN.

There were no significant or material orders passed by any regulatory authority, court or tribunal during the financial year under review that would have an impact on the going concern status of the Company or materially affect its future operations.

40. CHANGE IN NATURE OF THE BUSINESS

The Company continued to operate in its existing line of business throughout the financial year under review, and there was no change in the nature of its business or principal business activities.

41. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the financial year under review, no fraud was reported by the Statutory Auditors or the Secretarial Auditor under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Boards Report.

42. PENDENCY OF ANY PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.

43. INSTANCE OF ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION

The Company has not entered into any one-time settlement with any Bank or Financial Institution during the financial year under review.

44. APPRECIATION

The Board of Directors places on record its sincere appreciation to all stakeholders, including the Central and State Government Authorities, Regulatory Bodies, Stock Exchanges, Financial Institutions, Analysts, Advisors, Local Communities, Customers, Vendors, Business Partners, Shareholders and Investors, for their continued support, trust and confidence during the year under review. Your unwavering encouragement reinforces our commitment to responsible growth and the successful execution of our strategic vision. The Board also extends its heartfelt gratitude to all employees of the Company. Their dedication, passion and pursuit of excellence continue to be the cornerstone of Rungta Irrigation Limited high performance culture and long-term success.

For and on behalf of the Board

Rungta Irrigation Ltd

Sd/-

Shruti Jain

Whole-Time Director

DIN: 00229045

Sd/-

Mahabir Prasad Rungta

Chairman & Managing Director

DIN: 00235632

Date: 24-08-2026

Place: New Delhi