As on: Sep 07, 2026 08:48 AM
<dhhead-BOARD'S REPORT</dhhead-
To
The Members,
Your Directors are pleased to present the 32nd Annual Report of Rushil Decor Limited ("the Company") together with the audited financial statements for the year ended 31st March, 2026.
FINANCIAL SUMMARY AND HIGHLIGHTS
The financial performance for the year ended 31st March, 2026 is summarized below:
COMPANY'S FINANCIAL PERFORMANCE Standalone:
Net revenue from operations stood at Rs. 8,561.33 million during the year, reflecting only a marginal decline of 3.9% compared to Rs. 8,913.39 million in the previous year. This performance underscores the Company's resilience, achieved despite extraordinary challenges such as the war situation and a major fire incident.
The Profit before Tax for the current year is Rs. 115.68 Million as against Rs. 629.61 Millions in the previous year.
The Profit after Tax (PAT) for the current year is Rs. 81.93 Million as against the profit of Rs. 483.04 Millions in the previous year.
Consolidated:
Net revenue from operations for the current year is Rs. 8622.42 Million.
The Profit before Tax for the current year is Rs. 97.58 Million.
The Profit after Tax (PAT) for the current year is Rs. 63.83 Million.
The detail about the segment-wise position of business is mentioned in the Management Discussion and Analysis Report.
KEY BUSINESS DEVELOPMENTS EXPANSION OF LAMINATE SHEET
As Mentioned in the earlier report that on 30.04.2025, the Company has inaugurated the manufacturing facility and began commercial production of Phase 1 at it's newly set-up manufacturing plant at Village Itla, Near Kalyanpura Patia, Gandhinagar Mansa Road, Tal. Mansa, District Gandhinagar, Gujarat focused on the production of Jumbo size laminate sheets.
The aforesaid Unit has been set up for the production of Jumbo Size Laminate Sheets with a capacity of about 1.2 Million sheets (if considered as 1 mm thickness sheet) per annum at Phase 1.
Further on 10.12.2025 the Company has started the Commercial production of it's Jumbo Size Laminate Sheets Project in Phase 2 at the same place. The said unit has established additional production capacity of approximately 1.6 million sheets per annum (if considered as 1 mm thickness sheet).
Accordingly, upon commissioning of both Phase 1 and Phase 2, the total installed production capacity of the Jumbo Size Laminate Sheets Unit now stands at approximately 2.8 million sheets per annum (considered on 1 mm thickness basis).
This new project would enable the Company to tap into the growing demand for thicker format decorative laminates. This facility is projected to strengthen the company's position in the expanding in global Jumbo Laminate Market which aimed primarily to mark its presence in the export market, especially the developing and developed countries.
change(s) in the nature of business
There has been no change in the nature of business of the Company during the year under review.
MATERIAL CHANGES & COMMITMENT AFFECTING FINANCIAL POSITION
Preferential Issue of Convertible Warrants into Equity Shares
The Company has issued and allotted 41,30,000 convertible warrants to public and promoter groups at the rate of Rs. 297 per warrant on 23.12.2023. The Company received an amount equivalent to twenty five per cent of the consideration against each warrant on the date of allotment of warrants. As per SEBI (ICDR) Regulations, the tenure of such warrants was 18 months from the date of allotment. Accordingly, the last date of conversion of such warrants was 22.06.2025.
The Company received the balance 75% subscription amount of '47.67 Crores in respect of 21,40,000 convertible warrants up to the end of Financial Year 2024-25. Pursuant to receipt of the said amount, the Company allotted 2,14,00,000 fully paid-up equity shares of '1/- each (Post Split) upon conversion of the aforesaid warrants.
Subsequent to Financial Year 2024-25 and up to the due date of conversion, i.e. 22.06.2025, the Company received the balance 75% subscription amount of '14.70 Crores in respect of 6,60,000 convertible warrants and accordingly allotted 66,00,000 fully paid-up equity shares of '1/- each (Post Split) upon conversion of such warrants.
Accordingly, the Company has converted an aggregate of 28,00,000 warrants into 2,80,00,000 fully paid-up equity shares of '1/- each and has received a total sum of '62.37 Crores towards the balance 75% subscription amount payable on conversion of the said warrants into equity shares.
The Company did not receive the balance 75% subscription amount in respect of 3,30,000 convertible warrants within the stipulated period of 18 months from the date of allotment. Accordingly, in terms of Regulation 169(3) of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Company has forfeited the 25% upfront amount already paid on the said 3,30,000 warrants at the time of allotment.
Further, one of the warrant holders, Vespera Fund Limited, was unable to convert its 10,00,000 warrants into equity shares within the permitted timeline of 18 months, i.e., up to 22nd June, 2025. Pursuant to the status quo order passed by the Securities Appellate Tribunal (SAT), the Company did not forfeit the said 10,00,000 convertible warrants of Vespera Fund Limited despite non-receipt of the balance 75% subscription amount within the prescribed due date.
Subsequently, in accordance with the final directions received from the Hon'ble Securities Appellate Tribunal, Mumbai (SAT), and pursuant to the communication received from Vespera Fund Limited dated 12.12.2025, the Fund Raising Committee of the Board of Directors of the Company, at its meeting held on Friday, December 12, 2025, inter alia, considered and approved the forfeiture of '7,42,50,000/-, being 25% of the subscription amount paid on 10,00,000 convertible warrants, on account of non-receipt of the balance 75% amount on the said warrants, in accordance with Regulation 169(3) of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
Accordingly, the Company received an aggregate amount of '93.04 Crores as against '122.66 Crores that was expected to be received pursuant to the issue of warrants in accordance with the terms of the issue.
To address the resultant shortfall, the Company made alternative interim arrangements by availing debt facilities from banks and utilizing internal accruals, thereby ensuring that the viability and implementation of the objects stated in the Private Placement Offer Letter were not adversely impacted.
TRANSFER TO RESERVES
The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.
DIVIDEND
The Board of Directors of your Company, in its meeting held on 29th May, 2026 has recommended a final dividend of '0.05 (Five Paisa)(@ 5%) per equity share of the face value of '1/- each fully paid up for the financial year ended 31st March, 2026, subject to the approval of the Members at the ensuing 32nd Annual General Meeting. The Final dividend is payable to those
Shareholders whose names appear in the Register of Members as on the Record Date fixed by the Company.
The Dividend payable by the Company will be as per the Dividend Distribution Policy of the Company.
INDUSTRY OVERVIEW
Company has two main business segments, i.e. MDF Board and Laminates Sheets. In FY 2025-26, Laminates and allied products have contributed 25% to Company's revenue and MDF Board has contributed 74% to Company's revenue. The MDF industry has witnessed sustained growth, driven by increasing demand in the furniture, housing, and interior design sectors, supported by urbanization and consumer preference for engineered wood over conventional plywood. Laminates continue to remain a preferred surfacing solution, with design innovation, durability, and export opportunities contributing to segmental expansion.
The Company has established a strong market presence with a pan-India distribution network and an emerging international footprint. Industry trends indicate rising emphasis on sustainability, eco-friendly manufacturing practices, and product innovation, which are expected to shape future demand patterns. The Company remains committed to leveraging its installed capacities, enhancing operational efficiencies, and expanding its product portfolio to strengthen its competitive position.
With no convertible warrants pending as on 24 June 2025 except the conversion of 10,00,000 warrants of Vespara Fund, the warrant issue stands completed, further consolidating the Company's capital structure. The Board believes that the Company is well-positioned to capitalize on industry opportunities and mitigate challenges arising from raw material price volatility, competitive pressures, and regulatory changes.
CAPITAL STRUCTURE Authorised Share Capital
During the year under review, there was no change in the authorized share capital of your Company. The equity authorised share Capital of the Company was '40,00,00,000 (Rupees Forty Crores only) divided into 40,00,00,000 (Forty Crores) Equity Shares of '1 (Rupee One) each.
Paid up Share Capital
At the beginning of the FY, the paid-up share capital of the Company was Rs. 28,68,16,820/- (divided into 28,68,16,820 equity shares of Rs. 1/- each). During the FY, Company has converted total 6,60,000 warrants into 66,00,000 equity shares (post split) of Rs. 1 each. Accordingly, as on 31st March, 2026, the paid up equity share capital of the Company was Rs. 29,34,16,820/-
(divided into 29,34,16,820 equity shares of Rs. 1/- each).
The details about the paid up share capital is duly described in the financial statements which is part of this Annual Report.
Except above, the Company has not made any issue or allotment of shares during the year under review.
ISSUE OF SHARES OR OTHER CONVERTIBLE SECURITIES
The details about the allotment of equity shares on conversion of warrants is mentioned earlier in this report.
The company has allotted 66,00,000 fully paid equity shares of Rs. 1 each during the Financial Year 2025-26 on conversion of 6,60,000 convertible warrants.
Further, the Fund Raising Committee of the Board of Directors of the Company has, at its meeting held on Friday, December 12, 2025, interalia, considered and approved the forfeiture of Rs. 7,42,50,000/- being 25% of the amount paid on 10,00,000 convertible warrants due to non-receipt of 75% amount on the said warrants held by Vespera Fund Limited as per the provision of Regulation 169(3) of Chapter V of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
CREDIT RATING
The Company has not issued any debt instruments and does not have any fixed deposit programme or any scheme or proposal involving mobilisation of funds in India or abroad during the financial year ended 31st March, 2026.
Your Company's financial discipline and prudence is reflected in the stable credit ratings ascribed by rating agency i.e Infomerics Valuation and Rating Private Limited wide letter dated 2nd January, 2026. It has assigned the credit rating as IVR A- Stable (IVR A minus with Stable Outlook) for Long Term Bank Facilities and IVR A2+ (IVR A Two plus) rating for Short Term bank facilities. The Outlook is Stable.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
a) Details of unclaimed/unpaid dividend and shares transfer to IEPF
During the financial year, the Company transferred an amount of Rs. 58,570.50 towards unpaid/ unclaimed dividend to the Investor Education and Protection Fund (IEPF).
Further, during the year, the Company remitted '2,960.00 (being '2,960/- before deducting applicable TDS) to the IEPF Authority in respect of dividend pertaining to shares that had already been transferred to the IEPF account.
b) Details of the resultant benefits arising out of shares already transferred to the IEPF
During the year, the Company remitted '2,866.00 (being '2,960/- net of applicable TDS) to the IEPF Authority in respect of dividend pertaining to shares that had already been transferred to the IEPF account.
c) Year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto 31.03.2026, which are liable to be transferred to the IEPF, and the due dates for such transfer.
The below table gives information relating to various outstanding dividends and the due dates of transfer to IEPF Authority:
*The above table is showing the position as on 31st March, 2026.
As per above table, the Company will transfer the shares on which the dividend has remained unclaimed for a period of seven consecutive years to the IEPF Authority at the due date. Members are therefore requested to ensure that they claim the dividends referred above before it will transferred to the IEPF Account.
Details of shares/shareholders in respect of which dividend has not been claimed, are provided on our website at www.rushil.com . The same can also be accessed from the website of IEPF Authority at www.iepf.gov.in. The shareholders are therefore encouraged to verify their records and claim their dividends of all the earlier seven years, if not claimed.
d) Details of the Nodal Officer
The details of the Nodal Officer required under Rule 7(2A) as inserted by the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2017 is as under:
The aforesaid detail is also available on the website of the Company at https://www.rushil.com/investor relationship.php#ContactListingInfo
DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by rotation and subsequent re-appointment:
Mr. Rushil K. Thakkar (DIN: 06432117), Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.
Appropriate business for his re-appointment is being placed for approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.
Change in Board Composition:
During the year under review following changes were made in the Composition of Board of Directors:
Independent Director
At the Board Meeting held on August 2, 2025, Mr. Hiren Mahadevia was re-appointed as an Independent Director of the Company for a second term of five consecutive years, commencing from August 09, 2025 to August 08, 2030, subject to the approval of the shareholders at the Annual General Meeting.
Subsequently, at the Annual General Meeting held on September 20, 2025, the shareholders approved the re-appointment of Mr. Hiren Mahadevia as an Independent Director of the Company for his second term of five consecutive years from August 09, 2025 to August 08, 2030.
Key Managerial Personnel (KMP)
As on the date of this report, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:
? Mr. Krupesh Ghanyshambhai Thakkar, Executive Chairman
? Mr. Rushil Krupesh Thakkar, Managing Director
? Mr. Ramnikbhai Tejabhai Kansagra, Executive Director
? Mr. Keyur Mohanbhai Gajjar, Chief Executive Officer ? Mr. Hiren Bachubhai Padhya, Chief Financial officer
? Mr. Hasmukh Kanubhai Modi, Company Secretary and Compliance Officer
There is no change in the KMP of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
Your Company has received declarations from all the Independent Directors of your Company, confirming that they meet the criteria of independence as prescribed under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (LODR) Regulations, 2015 that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 as well as clause (b) of sub-regulation (1) of Regulation 16 of the SEBI (LODR) Regulations, 2015 and that he/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence and that he/ she is independent to management. All the Independent directors have complied with the code for independent director as prescribed in Schedule IV of the Companies Act, 2013.
The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
The Company had formulated and implemented the code of conduct for the board of directors and senior management personnel which is available on the Company's website at https://www.rushil.com/ admin/uploads/investors pdf/codes policies/or- management-under-Regulation-17-of-the-SEBI- LODR-Regulation-2015.pdf
INDEPENDENT DIRECTOR'S MEETING
The Independent Directors met on 28Th January, 2026, without the attendance of Non-Independent Directors and members of the management.
The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and NonExecutive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarise them with their roles, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report. The same is also available on the website of the Company at https://www.rushil.com/ admin/uploads/7/10/Familiarization-Programmes- for-Independent-Directors-updated-31-03-2026.pdf
NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES
During the FY 2025-26, 5 (Five) board meetings were held. The details of the meetings of Board of directors and its Committees convened during the Financial Year 2025-26 are set out in the Corporate Governance Report, which forms part of this Report.
The Meetings of Board during FY 2025-26 are as follows:
BOARD COMMITTEES
As required under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has constituted various Statutory Committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee.
The Board has constituted the following Committees to deal with matters and to monitor activities falling within their respective terms of reference:-
? Mandatory Committees
Brief details pertaining to composition, terms of reference, meetings held and attendance sheet of these Committees during the financial year 2025-26 have been enumerated in Corporate Governance Report, which forms part of this Report Company has also a Risk Management Committee.
AUDIT COMMITTEE RECOMMENDATIONS
During the Year, the recommendations of Audit Committee, if any, were accepted by the Board of Directors.
NOMINATION AND REMUNERATION POLICY
The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 read with the Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Nomination and Remuneration Committee has formulated the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
The salient aspects covered in the Remuneration policy have been outlined in the corporate governance report which forms part of this report.
PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 read with Rules framed thereunder and in compliance with the requirements of the SEBI (LODR) Regulations, 2015, the Board has carried out the annual performance evaluation of the Board as a whole, Individual Directors including Independent Directors (IDs), NonIndependent Directors, Chairperson and the Board Committees. A structured questionnaire was prepared after taking into consideration the inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Meetings of the board, functioning of the board, effectiveness of board processes, Board culture, execution and performance of specific duties, obligations and governance.
The exercise was also carried out to evaluate the performance of individual directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.
The performance evaluation of individual directors was carried out by the entire Board excluding the director being evaluated. The performance evaluation of the Board as well as performance of the every Committee was also carried out by the entire Board. The Board has evaluated the composition of Board, its committees, experience and expertise, performance of specific duties and obligations, governance matters, etc.
Further, the Board of Directors have carried out the evaluation of the IDs, which includes the performance of the IDs and fulfillment of the independence criteria as specified in the Listing Regulations and their independence from the management. The directors who were subject to evaluation did not participate in the proceedings of the meeting. Independent Directors reviewed the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors.
REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY
The information 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 in respect of Directors/ Employees of the Company is set out in "Annexure - [1]" of this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company, hereby state and confirm that:
(a) In preparation of Annual Financial Statements for the year ended 31st March, 2026, the applicable Accounting Standards have been followed and there are no material departures;
(b) They 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 as at 31st March, 2026 and of the profit and loss of the Company for the financial year ended 31st March, 2026;
(c) They have 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) They have prepared annual accounts on a going concern basis;
(e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and
(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
During the year no reportable material weakness in the design or operation were observed.
FRAUDS REPORTED BY THE AUDITOR
During the year under review, the auditor of the Company has not reported any instance of fraud to the Audit Committee or Board or to the Central Government under Section 143(12) of the Companies Act, 2013.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
As on 31st March, 2026, Your Company had one Wholly Owned Subsidiary Company - "Rushil Decor Pte. Ltd."
The Wholly owned subsidiary Company i.e. Rushil Decor Pte. Ltd. Was incorporated on 6th November, 2024 in Singapore with the objects to carry out the business of laminated sheet, Veneer, MDF Board, HDF Board, Plywood, Particle Board, PVC Board, Wooden Flooring, all types of panel board etc.
Rushil Modala Ply Limited, a Subsidiary Company, was incorporated on 19th March, 2024, in Karnataka with the objects of manufacturing and trading plywood and other allied products.
During the year under review, the Board undertook a strategic review of the Subsidiary Company Rushil Modala Ply Limited with a view to enhancing operational efficiency and optimizing resource allocation within the Group. Pursuant to this review, The Company has decided to dilute it's share capital from 51% to 29% vide Amendment Agreement cum-Share Purchase Agreement dated 21.11.2025 in more than one tranches at a consideration of '10/- (Rupees Ten only) per equity share. Upto the end of the FY 2025-26, Company has already diluted the percentage of Capital in subsidiary company from 51% to 41%. Accordingly, the Company, which was initially a subsidiary, has been converted into an Associate Company.
Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 as set out in "Annexure - [2]" of this report, which forms part of this Integrated Annual Report.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, Company does not have any deposit which is in violation of Chapter V of the Act.
LOANS TAKEN FROM DIRECTORS OF THE COMPANY
During the year under review, the Company has taken unsecured loans from executive directors of the Company. Details of unsecured loans taken are given in the Notes to the Financial Statements forming part of Annual Report.
Director, who has given unsecured loans to the Company, has furnished to the Company at the time of giving the loan, a declaration in writing to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The details of Loans, guarantee and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.
RELATED PARTY TRANSACTIONS
During the FY 2025-26, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, which were in the ordinary course of business and at arms' length basis. Further, the transactions were in accordance with the provisions of the Companies Act, 2013, read with rules framed thereunder and the SEBI (LODR) Regulations, 2015. All Related Party Transactions were entered with approval of the Audit Committee and are in compliance with the applicable provisions of the Act and the Listing Regulations.
As per the requirements of the Companies Act, 2013 ('the Act') and SEBI Listing Regulations, as amended from time to time, the Company has formulated a Policy on Related Party Transactions ('RPT Policy') for identifying, reviewing, approving and monitoring of Related Party Transactions and the same is available on the Company's website at https://www.rushil. com/admin/uploads/7/10/Rushil-Related-Party- Transaction-Policy 1.pdf
The details of the Related Party Transactions as required under IND AS - 24 are set out in Notes to the financial statements.
In Addition to that with reference to SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, issued by the Securities and Exchange Board of India (SEBI) titled "Industry Standards on "Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions" has been followed by the Company.
The detailed disclosure of these transactions in Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure [3]" to this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility ('CSR') activities of the Company are governed through the Corporate Social Responsibility Policy ('CSR Policy') approved by the Board. The CSR Policy guides in designing CSR interventions for improving quality of life of society and conserving the environment and biodiversity in a sustainable manner. The CSR Committee of the Board oversees the implementation of CSR Projects in line with the Company's CSR Policy.
The CSR initiatives of the Company, during the financial year 2025-26 carried out in areas of ensuring environmental sustainability, Animal Welfare, Promoting Education, Preventive Health Care, Eradicating Hunger, Poverty and Malnutrition (food supply), Women Empowerment and Rehabilitation activities, Setting up Old age homes and such other facilities for senior citizen, etc. The Company also funded for education, medical support and women empowerment through recognised implementing agency named Shree Ghanshyam Parivar Trust. These activities are in accordance with Schedule VII of the Companies Act, 2013 and CSR Policy of the Company.
The CSR expenditure incurred by the Company during the FY 2025-26 as well as other details of initiatives undertaken by the Company during the Financial Year 2025-26 in CSR has detailed in this Annual Report. The Annual Report on CSR activities as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been annexed to this Report as "Annexure - [4]".
The CSR policy is available on the website of the Company at https://www.rushil.com/admin/ uploads/7/10/Corporate-Social-Responsibility-Policy. pdf
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure - [5]".
RISK MANAGEMENT POLICY
Your Company has a robust Risk Management Policy. The Company through Board and Audit Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. Risk Management forms an integral part of the Company's planning process.
The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on continuing basis.
There are no risks, which in the opinion of the Board threaten the existence of the Company.
VIGIL MECHANISM
Your Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Regulation 22 of the Listing Regulations and Section 177(9) of the Companies Act, 2013 enabling stakeholders to report any concern
of unethical behavior, suspected fraud or violation and Regulation 4(2)(d)(iv) read with Regulation 22 of the SEBI (LODR) Regulations, 2015.
The policy enables stakeholders, including individual employees, directors and their representative bodies, to freely communicate their concerns about illegal or unethical practices, instances of unethical behavior, actual or suspected fraud or violation of Company's code of conduct. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The protected disclosures, if any reported under this Policy will be appropriately and expeditiously investigated by the Chairman.
Your Company hereby affirms that no Director, employee or any other personnel has been denied access to the Chairman of the Audit Committee and
no complaint was received for it. However, Company has received One Investor Complaint about Dividend on equity shares of the Company through Scores website of the SEBI.
The policy is circulated to all the Directors / employees and also it is available on the website of the Company at https://www.rushil.com/admin/uploads/7/10/ Whistle-Blower-Policy.pdf
SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS
During the year, there is no significant/material order(s) passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future.
The details of litigation on tax and other related matters are disclosed in the Auditor's Report and Financial Statements which forms part of this Annual Report.
However, during the year under review, following orders were received by the Company:
AUDITORS Statutory Auditor
The first term of office of M/s. Pankaj R. Shah & Associates, Chartered Accountants (Firm Registration No. 107361W), as the Statutory Auditors of the Company, shall expire at the conclusion of the ensuing 32nd Annual General Meeting ("AGM") in accordance with the provisions of Section 139 of the Companies Act, 2013.
The Company had communicated with the existing Statutory Auditors regarding the completion of their first term and sought their consent for re-appointment for a second term. However, they have expressed their unwillingness to be re-appointed owing to their increasing professional commitments and audit engagements as well as difficult for devoting time for Company's Andhra Pradesh and Karnataka Units.
The Audit Committee, after due deliberations and discussions, recommended the appointment of M/s. Parikh & Majmudar, Chartered Accountants (ICAI Firm Registration No. 107525W) as Statutory Auditors of the Company for a first term of five consecutive years commencing from the conclusion of the 32nd AGM to be held in the year 2026 until the conclusion of the 37th AGM to be held in the year 2031.
M/s. Parikh & Majmudar have conveyed their consent to act as Statutory Auditors of the Company, if appointed. The Company has received a certificate from them confirming that:
• They satisfy the eligibility criteria prescribed under Section 141 of the Companies Act, 2013;
• Their appointment, if made, shall be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013;
• They hold a valid Peer Review Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33(1)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
M/s. Parikh & Majmudar had previously served as Statutory Auditors of the Company for two consecutive terms of five years each, and their last term was completed at the 27th AGM held on 27th September, 2021. The cooling-off period as prescribed under Section 139(2) of the Companies Act, 2013 and the applicable
Rules made thereunder shall stand completed prior to their proposed re-appointment.
Accordingly, a resolution seeking approval of the Members for appointment of M/s. Parikh & Majmudar as Statutory Auditors of the Company from the conclusion of the ensuing 32nd AGM until the conclusion of the 37th AGM, along with authorization to the Board to fix their remuneration, forms part of the Notice convening the ensuing AGM.
The Board places on record its sincere appreciation for the professional services rendered by M/s. Pankaj R. Shah & Associates during their tenure as Statutory Auditors of the Company.
Secretarial Auditor
The Members at the 31st Annual General Meeting of the Company held on September 20, 2025 had approved the appointment of M/s. SPANJ & Associates, Practicing Company Secretaries, Ahmedabad, a Peer Reviewed Firm (Firm Registration No. P2014GJ034800), as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from FY 2025-26 to FY 2029-30.
Accordingly, M/s. SPANJ & Associates shall continue to act as the Secretarial Auditor of the Company for the financial year 2026-27.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report in the prescribed Form No. MR-3 for the Financial Year 2025-26 is annexed herewith as "Annexure - [6]" to this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.
Your Company has also obtained certificate from the secretarial auditor certifying that none of the directors of our Company has been debarred or disqualified from being continuing as directors of the Company by SEBI, Ministry of Corporate Affairs or such similar statutory authority.
The Company has also filed the Secretarial Compliance Report for the financial year ended 31st March, 2026 to the Stock Exchanges in relation to compliance of all applicable SEBI Regulations/circulars/guidelines issued thereunder, pursuant to requirement of Regulation 24A of the SEBI (LODR) Regulations, 2015.
COMPLIANCE WITH SECRETARIAL STANDARD
During the year under review, the Company has complied with Secretarial Standard 1 and 2 issued by the Institute of Company Secretaries of India (ICSI) on Board Meetings and General Meetings respectively.
IMPLEMENTATION OF CORPORATE ACTION
During the year under review except for the disclosed 2 days delay in allotment of shares, the Company has not failed to implement any Corporate Actions within the specified time limit.
ANNUAL RETURN
The Annual Return in Form MGT-7 is available on the website of Company at https://www.rushil.com/ admin/uploads/4/41/Draft Form MGT 7 Annual- Return-2025-26.pdf
DIVIDEND DISTRIBUTION POLICY
In accordance with Regulation 43A of the Listing Regulations, the Board of Directors of the Company has adopted a Dividend Distribution Policy ('Policy') which, is available on the website of the Company at https://www.rushil.com/admin/uploads/7/l4/
Dividend-Distribution-Policy-pdf.pdf
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement of submission of the Business Responsibility and Sustainability Report (BRSR) is applicable to the top 1,000 listed entities based on market capitalization.
However, in line with the Company's commitment towards responsible business conduct, sustainability practices and transparent disclosures, your Company has voluntarily prepared the Business Responsibility and Sustainability Report for the financial year under review. The said BRSR forms part of this Annual Report.
COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(l) of the Act, are not applicable for the business activities carried out by the Company.
STATEMENT OF DEVIATION OR VARIATION
Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), a listed entity is required to submit to the Stock Exchanges, on a quarterly basis, a statement indicating deviation(s) or variation(s), if any, in the utilisation of proceeds raised through public issue, rights issue, preferential issue, etc.
In compliance with the said provisions, the Statement of Deviation(s) or Variation(s), on a quarterly basis, was placed before the Audit Committee for its review during the financial year under review.
The last Statement of Deviation(s) or Variation(s) for the quarter ended December 31, 2025, pertaining to the utilisation of proceeds of the Preferential Issue of the Company, was placed before the Audit Committee at its meeting held on January 28, 2026. The Audit Committee noted that there was no deviation or variation in the utilisation of funds from the objects stated in the Private Placement Offer Letter in respect of the Preferential Issue.
The Company had received an aggregate amount of Rs. 93.04 Crores from the Preferential Issue up to December 31, 2025. Further, an amount of Rs. 9.87 Crores was forfeited up to December 31, 2025 in accordance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
Out of the total amount received, the entire sum of Rs. 93.04 Crores has been fully utilised up to the quarter ended December 31, 2025 towards the objects stated in the Private Placement Offer Letter. The objects of the issue have been duly completed, and there were no outstanding warrants pending for conversion into equity shares as on December 31, 2025. The details about the fund utilized object wise is as under:
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per the requirement of the SEBI (LODR) Regulations, 2015, a detailed review of the developments in the industry, performance of the Company, opportunities and risks, segment wise and product wise performance, internal control systems, outlook etc. of the Company is given under the head Management Discussion and Analysis Report, which forms part of this Annual Report.
CORPORATE GOVERNANCE REPORT
Your Company is committed to the adoption and adherence to the highest standards of corporate governance practices with a view to enhancing long-term shareholder value while safeguarding the interests of all stakeholders, including minority shareholders.
The Company considers it's inherent responsibility to disclose timely, transparent and accurate information regarding its operational and financial performance, as well as matters concerning leadership and governance, thereby fostering trust and accountability.
In compliance with the corporate governance requirements prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has formulated and implemented a Code of Conduct for all members of the Board of Directors and Senior Management Personnel ("Code of Conduct"). All Board Members and Senior Management Personnel have affirmed compliance with the said Code of Conduct for the Financial Year 2025-26. The Code of Conduct is available on the website of the Company at https:// www.rushil.com/admin/uploads/investors pdf/ codes policies/or-management-under-Regulation- 17-of-the-SEBI-LODR-Regulation-2015.pdf
A detailed Report on Corporate Governance, together with a Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations for the Financial Year 2025-26, forms an integral part of this Annual Report.
CEO & CFO CERTIFICATION
In terms of Regulation 17(8) read with Schedule II Part B of the Listing Regulations, a certificate from the Chief Executive Officer and Chief Financial Officer of the Company addressed to the Board of Directors, inter alia, confirming the correctness of the financial statements and cash flow statements for the Financial Year ended 31st March, 2026, adequacy of the internal control measures and reporting of matters to the Audit Committee, is received by the Company.
In addition, the Company has obtained the certificate from the Chief Financial Officer and the Managing
Director in accordance with SEBI Circular No. SEBI/ HO/CFD/CFD-PoD-2/p/CIR/2025/93 dated June 26, 2025, confirming that the terms of the Related Party Transactions proposed to be entered into are in the interest of the Listed Entity.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, the Company has adopted zero tolerance for sexual harassment at workplace and has formulated a policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace for prevention and redressal of complaints of sexual harassment at workplace. The Policy is uploaded on the web portal of the Company under following weblink:
https://www.rushil.com/admin/uploads/7/10/Policy-
on-Prevention-of-Sexual-harrasement-of-women-
at-workplace.pdf
The policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for the matters connected and incidental thereto, with the objective of providing safe working environment, where employees feel secure. The employees are required to undergo a mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness.
An Internal Complaints Committee has been set up wherein the senior management (with women employees constituting the majority) personnel are its members to Redress complaints related to sexual harassment. During the Financial year 2025-26, the Company has not received any complaint of sexual harassment at workplace. Further, there was not any complaint received or pending at the beginning of the year or at the end of the year.
CYBER SECURITY
The Company recognizes the critical importance of robust cyber security practices in safeguarding its digital infrastructure, business continuity, confidential information, and the interests of its stakeholders. In view of the evolving cyber threat landscape and the increasing incidence of cyber-attacks globally, the Company continues to enhance its technology controls and security architecture in line with emerging risks and industry best practices.
During the Financial Year 2025-26, the Company further strengthened its cyber security framework through the implementation of enhanced security protocols, regular vulnerability assessments, periodic system audits, continuous network monitoring mechanisms, and employee awareness aimed at mitigating cyber
risks. The Company also maintains appropriate access controls and data protection measures to ensure integrity and confidentiality of information systems.
There were no material cyber security incidents reported during the Financial Year 2025-26. ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the continued support and co-operation extended by the Company's customers, vendors, bankers, registrars, auditors, legal advisors, consultants, and various Central and State Government authorities during the year under review.
The Board also acknowledges with gratitude the dedication, commitment and valuable contribution made by the employees at all levels, whose sustained efforts have significantly contributed to the Company's performance and growth.
The Directors further express their heartfelt thanks to the Members of the Company for their continued confidence, trust and unwavering support.
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