Shankar Lal Rampal Dye-Chem Ltd Directors Report

To,

The Members,

Shankar Lal Rampal Dye-Chem Limited

Your Directors have pleasure in presenting their 21st Annual Report on the business and operations of the Company and the accounts for the Financial Year ended on March 31st March, 2026.

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) (“Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), this report covers the financial results and other developments during the financial year ended 31st March 2026 and upto the date of the Board meeting held on 14.08.2026 to approve this report, in respect of Shankar Lal Rampal Dye-chem Limited.

1. Financial Summary of The Company (Standalone)

The Company’s financial performance for the year under review along with previous year’s figures is given hereunder:

(Figures in Lakhs)

Particulars	For the year ended
	31.03.2026	31.03.2025
Income from Business Operations	46480.86	40178.43
Other Income	2.73	0.09
Total Turnover	46483.60	40178.52
Profit before Interest, Depreciation & Tax	1930.74	1631.79
Less:- Financial Expenses	102.76	86.39
Profit before Depreciation & Tax	1827.99	1553.28
Less:- Depreciation	12.58	10.32
Profit after depreciation and Interest	1815.40	1542.94
Less:- Current Income Tax (incl. earlier year tax)	497.07	403.48
Less:-Deferred Tax	(30.75)	0.22
Net Profit /Net Loss after Tax	1349.08	1139.24
Amount transferred to General Reserve	0	0
Balance carried to Balance Sheet	1349.08	1139.24
Earnings per share (Basic-Weighted Average)-Based on Current year Net profit	2.11	1.78
Earnings per Share(Diluted-Weighted Average) -Based on Current year Net profit	2.11	1.78

*In FY 2025-26 Final Dividend of Rs. 0.05 per share (For FY 2024-25) was declared and was distributed.

2. Dividend

Considering the dividend history of the Company, liquidity and to ensure appropriate cover for market risk and to maintain a consistent level of dividend pay-out your Board of Directors recommends Final Dividend of Rs. 0.05/- (i.e. 0.50%) per Equity Share of Rs.10/- each, for the year amounting to Rs. 31.98 Lacs. The dividend payment rate is stable and similar to last year.

As provided in the Finance Act 2020, the dividend is being taxed in the hands of recipients. Information about taxation of dividend is included in AGM Notice.

3. Operational Highlights

Your Company is engaged in the business segment i.e. trading in Dyes, Chemical and allied products. There has been no change in the business of the Company during the financial year ended 31st March, 2026.

The highlights of the Company’s performance are as under:-

During the financial year 2025-26, the Company recorded a total income of Rs.46,483.60 Lakhs, reflecting a significant growth over the previous year’s total income of Rs.40,178.52 Lakhs. Revenue from operations increased to Rs.46,480.86 Lakhs from Rs.40,178.43 Lakhs in the previous year, driven primarily by higher volumes in the core business operations.

Total expenses stood at Rs.44,668.20 Lakhs compared to Rs.38,635.58 Lakhs in the previous year, mainly on account of increased purchase of stock-in-trade and Employees Benefits Expenses. Despite this, the Company delivered a robust improvement in profitability, with Profit Before Tax rising to Rs.1,815.40 Lakhs as against Rs.1,542.94 Lakhs in FY 2024-25. After accounting for tax expenses, the Profit After Tax stood at Rs.1,349.08 Lakhs, up from Rs.1,139.24 Lakhs in the previous year, representing an impressive growth of nearly 18.41%.

Earnings per share (EPS) improved to Rs.2.11 (Basic & Diluted) compared to f1.78 in the previous year, highlighting the Company’s strong financial performance and its ability to deliver enhanced value to shareholders.

The financial statements for the year ended on 31st March, 2026 reflect a profit of f1,349.08 Lakhs, as compared to f1,139.24 Lakhs in FY 2024-25, registering a strong year-on-year growth of 18.41%. This improvement in profitability is primarily attributable to a significant increase in revenue from operations, supported by effective cost management and strategic business initiatives.

4. Shares And Share Capital

At present, the Company has only one class of share - Equity shares of face value of Rs. 10 each. The authorized share capital of the company is Rs. 64,00,00,000/- divided into 6,40,00,000 equity shares of Rs.10 each. The paid-up share capital of the company is Rs. 63,96,67,800/- divided into 6,39,66,780 equity shares of Rs. 10 each. The shares of company are listed on NSE w.e.f October 2024 along with continuous BSE Main Board listing.

Also, during the Financial Year 2025-26; there were

? No Buy Back of Equity Shares.

? No Employee Stock Option Plan was passed.

? No Further public offer.

? No Fresh Issue of Equity Shares by way of Bonus Allotment on Right Issue Basis

5. Credit Facilities:

The Company has been optimally utilizing its fund based and non-fund based working capital requirements as tied up with ICICI Bank. The Company was comfortable in meeting its financial requirements. Effective financial measures have been continued to reduce cost of interest and bank charges.

6. Transfer of unclaimed dividend to investor education and protection fund:

There is no amount outstanding to be transferred as unclaimed dividend to investor education and protection fund. Though there is certain amount added in outstanding unclaimed dividend account which pertains to dividend declared in last calendar year 2025 (and Unclaimed Dividend of previous FYs also) and list of such shareholders who have not claimed the dividend is updated on website of the company and can be viewed on website under http://www.srdyechem.com/investor-relations.asp

7. Material events occurring after balance sheet date:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operation in future:

No significant and material orders were passed by the regulators or courts or tribunals which may have impact on the going concern status and future operation of the Company.

9. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The details as required under section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8 of Companies (Account) Rule, 2014 for conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in Annexure I forming part of this report.

10. Risk management:

The Company has framed a sound Internal Risk Management System to identify and evaluate business risks and opportunities and the same has become integral part of Company’s day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Market Risk, Government Policy risk, Liquidity risk, and Systems risk. The Company has in place adequate mitigation plans for the aforesaid risks.

The Audit Committee and Board are supervising the proper risk identification and mitigation process.

11. Corporate social responsibility initiatives:

The provisions of Section 135 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 is applicable to the Company in FY 202526. The details of Composition of CSR committee are given in Corporate Governance Report. The policy can be reviewed from the website link: http://www.srdyechem.com/downloads/ Policy-Corporate-Social- Responsiblity.pdf

The details of CSR expenditure is separately reported in CSR Report annexed with this Board Report.

12. Particulars of loans, guarantees or investments made under section 186 of the Companies Act, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence furnishing of above information is not applicable.

13. Internal financial control & internal control systems:

Your Company has sound and adequate internal control systems commensurate with its size and nature of business. We constantly upgrade our systems for incremental improvements. The Audit Committee of the Board periodically reviews these systems. Timely reporting. Internal audit is conducted out by an independent professional firm on regular basis. The Audit Committee also regularly reviews the periodic reports of the Statutory Auditors, Internal Auditors and Accounts departments. The Company has trained the staff in order to upgrade with the recent changes in the taxation like GST. Audit Committee constantly tries to add value by evaluating existing system.

14. Related party transactions:

Related party transactions that were entered during the financial year were on an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Board Meeting as per the omnibus approval of Audit Committee and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Regulations. This Policy has been uploaded on the website of the Company at http://www.srdyechem.com/investor-relations.asp

15. Directors / Key Managerial Personnel:

The Board was re-constituted as follows:

Name of Director	Appointment/ Resignation	Designation	Effective Date
Mr. Aditya Soni (DIN: 08590851)	Cessation	Independent Director	30th August, 2025.
Ms. Rekha Rani Naraniwal (DIN: 08467886)*	Appointment	Independent Director	31st August, 2025.
Mr. Murli Atal (DIN: 08150205)	Resignation	Independent Director	26th March,2026.
Mr. Sumit Jain (DIN: 11490160)**	Appointment	Independent Director	9th April,2026.

*Ms. Rekha Rani Naraniwal was appointed as Independent director w.e.f. 31/08/2025 and her term was also regularize in AGM dated 27/09/2025. ** Mr. Sumit Jain was appointed as Independent director w.e.f. 09/04/2026 and his term was also regularize in postal ballot dated 16/05/2026.

* Board evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration.

The evaluation was done in following manner:

Evaluation of	Evaluation by	Criteria
Executive Director	Independent Directors	Qualification, Experience, Availability and attendance, Integrity, Commitment, Governance, Transparency, Communication, Business leadership, People leadership, Investor relations
Independent Director	All other Board Members	Qualification, Experience, Availability and attendance, Integrity, Commitment, Governance, Independence, Communication, Preparedness, Participation and Value addition
Chairman (cum Managing Director)	Independent Directors	Qualification, Experience, Availability and attendance, Integrity, Commitment, Governance, Impartiality, Communication, Business leadership, People leadership and Meeting conduct
Committees	Board Members	Composition, Process and Dynamics
Board as a whole	Independent Directors	Composition, Process and Dynamics

? Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for Determining, Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report.

The policy can be visited on website link: http://www.srdyechem.com/investor- relations.asp

* Meetings:

During the year the following were the meetings quantum:

S. No. Type of Meeting	Frequency
1 Annual General Meeting	1
2. Extra Ordinary General Meeting	0
3. Board Meeting	8
4. Independent Director Meeting	1
5. Audit Committee	5
6. Nomination and Remuneration Committee	2
7. CSR Committee	2
8. Stakeholder’s Grievance & Relationship Committee	1

The details are given in the Corporate Governance Details. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The required particulars of various Committee Meetings held during the year are stated in the Corporate Governance Details.

* Declaration of independent directors:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

All Independent directors of the company are registered on IICA Independent Director Database.

* Declaration by the chief executive officer stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management:

There is no CEO in the company; but Chairman cum Managing Director and CFO affirm to such compliance.

16. Details of Difference between amount of the valuation done at the time of one time settlement and valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

There were no such matters.

17. Audit committee and vigil mechanism:

The composition and other particulars of Audit Committee are provided in the Corporate Governance Details, attached herewith. In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

18. Nomination and remuneration policy:

The remuneration policy of the company and Board Diversity policy is available at Company’s Website at www.srdyechem. com.

19. Statement showing Integrity, Expertise and Experience(including proficiency) of Independent Director who held the office in FY 25-26:

NAME OF DIRECTOR	DIN/ DESIGNATION	EDUCATIONAL QUALIFICATION	EXPERTISE	PROFICIENCY
ANIL KUMAR KABRA	08150149/ Independent Director	CA	Commercial Laws, Business customary Practices	Passed Independent Director proficiency test and registered on IICA portal
ADITYA SONI*	08590851/ Independent Director	MBA	Marketing and Business Handling
MURLI ATAL*	08150205/ Independent Director	CA	Commercial Laws, Income Tax and Indirect Taxes.
APOORVA MAHESHWARI	08150259/ Women Director &Independent Director	MBA	Human Resource and Research Analysis
HARSH KABRA	08150255/ Independent Director	CA	Commercial Laws, Income Tax and Indirect Taxes
REKHA RANI NARANIWAL	08467886/ Women Director & Independent Director	CS, M.com	Governance, Management, Listed Companies Sector Knowledge, etc.

• Mr. Aditya Soni (DIN: 08590851) ceased as an Independent Director w.e.f 30th August, 2025.

• Mr. Murli Atal (DIN: 08150205) resigned as an Independent Director w.e.f 26th March, 2026.

20. Directors responsibility statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement:—

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

(c) 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;

(d) The directors have prepared the annual accounts on a going concern basis; and

(e) 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.

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

21. Annual return:

Copy of Annual Return of Company pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 will be placed at website of the Company with effect from date of Annual General Notice dispatch.

Weblink of the same is as http://www.srdyechem.com/investor-relations.asp.

22. Subsidiaries, joint ventures and associate companies:

The Company does not have any Subsidiary, Joint venture or Associate Company.

23. Deposits:

The Company has neither accepted nor renewed any deposits during the year under review.

24. Auditors

* Statutory Auditor

The Company’s Auditors M/s Laxman Kumar & Associates, Chartered Accountants, were appointed in AGM for F.Y 2023-24 to the conclusion of Sixth consecutive Annual General (Calendar Year-2029).

The Notes to Accounts referred to in the Auditors’ Report are self-explanatory and therefore do not call for any further comments. The Auditors’ report does not contain any qualification, reservation or adverse remark.

* Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has appointed Cs Sanjana Jain, a Practicing Company Secretary to undertake the Secretarial Audit of the Company. Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial personnel) Rules, 2014 and recent LODR Amendment in year 2024, the practicing company secretary is appointed to undertake the Secretarial Audit of the Company for a period of 5 consecutive years for financial year 2025-26 to F.Y.2029- 30. The Report of the Secretarial Audit Report is annexed herewith.

* Internal Auditor

In pursuant to Section 138 of the Companies Act, 2013; the company has appointed M/s Praveen Agarwal & Company, Chartered Accountants, Bhilwarafc as Internal Auditor of the Company.

25. Observations and remarks of Auditor:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly

authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

26. Corporate Governance :

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are applicable to the Company.

The Corporate Governance Report along with the certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance pursuant to Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Corporate Governance Report annexed to this report. That section also include: Details about the number of meetings of the Board held during 2025-26, composition of the Audit Committee.

All the recommendations given by the Audit Committee were accepted by the Board.

27. Annual Evaluation of Directors, its Committees and Board:

The formal annual evaluation of the performance of the board and that of its committees has been carried out through a structured evaluation process covering various aspects of the board’s functioning such as the Board structure & composition, effectiveness of the Board process, information flow & functioning, quality of relationship between the board and the Management, establishment, and delineation of the responsibilities to Committees etc.

28. Disclosure under the sexual harassment of women at workplace (prevention of, prohibition and redressal) act, 2013:

The Company has in place a Sexual harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints for sexual harassment were received during the year.

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the Company reports the following under the POSH (Prevention, Prohibition and Redressal) Act, 2013:

• Complaints received during the year: None

• Complaints disposed of during the year: None

• Complaints pending at year-end: None (including those pending beyond 90 days)

29. Maternity Benefit:

In compliance with the Companies (Accounts) Second Amendment Rules, 2025, the Company confirms that it adheres to all relevant provisions of the Maternity Benefit Act, 1961 as amended, ensuring that eligible women employees are provided proscribed benefits, supporting a safe and inclusive work environment.

30. Cost audit:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, cost audit and maintenance of cost records is not applicable to the Company for the Financial Year 2025-26.

31. Compliance of applicable secretarial standards :

The Company has complied with the provisions of Secretarial Standards (I & II) issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.

32. Human resources development:

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

Information as per Rule 5(1) of Chapter XIII, The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is shown in Corporate Governance Section.

During the year, there was No employee receiving remuneration exceeding Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and/or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) per month. So, no disclosure required as per prescribed under the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

There were no employees posted and working in a country outside India, not being Directors or relatives, drawing more than the amount prescribed under the Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, the details are not required to be circulated to the Members and also not required to be attached to this Annual Report.

33. Acknowledgement:

Your Directors place on record their sincere thanks to the company’s customers, employees, bankers, investors, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review.

Your Directors also acknowledges gratefully the support and confidence reposed by each and every member of Srdyechem Family.

	For and on behalf of the Board of Directors of
	SHANKAR LAL RAMPAL DYE-CHEM LIMITED
	Sd/-
PLACE-BHILWARA	RAMPAL INANI
	DIN-00480021
DATE- 14.08.2026	CHAIRMAN& MANAGING DIRECTOR