As on: Aug 09, 2026 01:48 PM
Dear Members,
The Board of Directors are pleased to present the 34th Annual Report along with the audited financial statements (Standalone and Consolidated) of Ram Ratna Wires Limited (the "Company") for the financial year ended March 31, 2026.
1. FINANCIAL PERFORMANCE
The key highlights of financial performance of the Company on Standalone and Consolidated basis for the financial year ended March 31, 2026 as compared to the previous financial year is summarised below:
( in lakhs)
2. PERFORMANCE HIGHLIGHTS
During the financial year 2025-26, your Company achieved a growth of 40% in revenue from operations on standalone basis, with the revenue increasing from 3,62,267.94 Lakhs (FY 2024-25) to 5,07,610.97 Lakhs (FY 2025-26) and on consolidated basis achieved growth of 41%, with the revenue increasing from 3,67,674.93 Lakhs (FY 2024-25) to 5,17,664.98 Lakhs (FY 2025-26). Earnings before interest, taxes, depreciation and amortization (excluding Other Income and Exceptional Item) on standalone basis for the current year is 25,098.45 Lakhs as against 15,129.12 Lakhs in the previous year thereby registering a growth of 66% and on consolidated basis is 26,360.50 Lakhs as against 15,629.20 Lakhs in the previous year, registering a growth of 69%. The detailed operational and financial performance of the Company are elaborated in the Management Discussion and Analysis forming part of this Annual Report.
3. DIVIDEND
The Board of Directors are pleased to recommend a dividend of 2.50 per equity share (previous year 2.50) on face value of 5/- each (i.e., 50%) for the financial year ended March 31, 2026. The record date for the purpose of payment of dividend is July 22, 2026. The dividend, if approved by the Members at the ensuing Annual General Meeting ("AGM"), will be paid to the Members within the period stipulated under the Companies Act, 2013 ("the Act"). The distribution of dividend would involve a cash outflow of about 2,333.73 Lakhs. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders, and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income Tax Act and accordingly payment of dividend will be made after deduction of TDS as applicable. The Dividend recommendation is based on the Dividend Distribution Policy formulated in terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") available on website of the Company and can be accessed at https://www.rrshramik.com/investor/corporate-governance/ in Maharashtra and RR-
4. TRANSFER TO RESERVES
The Board of Directors does not propose to transfer any amount to the reserves for the financial year ended March 31, 2026.
5. SHARE CAPITAL
Authorized and Paid-up Share Capital
During the financial year 2025-26, the authorized share capital of the Company was increased from 25,00,00,000 (Rupees Twenty Five Crores only) divided into 5,00,00,000 (Five Crores) Equity Shares of 5/- (Rupees Five only) each to 50,00,00,000 (Rupees Fifty Crores only) divided into 10,00,00,000 (Ten Crores) Equity Shares of 5/- (Rupees Five only) each by creation of additional 5,00,00,000 (Five Crores) new equity shares of 5/- (Rupees Five only) each ranking pari passu with the existing equity shares of the Company.
Further during the year under review, the issued, subscribed and paid-up capital of the Company increased from 22,02,10,000 (Rupees Twenty-Two Crores Two Lakh Ten Thousand only) divided into 4,40,42,000 (Four Crores Forty Lakhs and Forty Two Thousand) Equity Shares of 5/- (Rupees Five only) each to 46,67,45,360 (Rupees Forty Six Crores Sixty Seven Lakh Forty Five Thousand Three Hundred Sixty only) divided into 9,33,49,072 (Nine Crores Thirty Three Lakh Forty Nine Thousand and Seventy Two) Equity Shares of 5/- (Rupees Five only), on allotment of:
- 25,84,536 Equity shares to the shareholders of Global Copper Private Limited (excluding the Company) pursuant to the Scheme of Amalgamation;
- 48,000 Equity shares upon exercise of options by employees under the RRWL Employee Stock Option Plan 2023; and
- 4,66,74,536 Equity shares pursuant to bonus issue in the proportion of 1:1 i.e., 1 (One) new fully paid up Bonus equity share of 5/- (Rupees Five Only) each for every 1 (One) existing fully paid up equity share of 5/- (Rupees Five Only) each.
6. SUBSIDIARY AND JOINT VENTURES
As on March 31, 2026, the Company has one subsidiary i.e. Tefabo Product Private Limited ("Tefabo"), having registered office in Bangalore and two joint venture companies, Epavo Electricals Private Limited ("Epavo"), office havingregistered
Electricals Limited, based in Bangladesh.
During the year under review, the National Company Law Tribunal (NCLT), Mumbai Bench, vide its Order dated May 29, 2025, sanctioned the Scheme of Amalgamation (merger by absorption) of Global Copper Private Limited, a material unlisted subsidiary of the Company ("Transferor Company"), with and into the Company, under Sections 230 to 232 and other applicable provisions of the Act. The certified copy of the said Order has been filed with the Registrar of Companies, Mumbai on June 23, 2025, upon which the Scheme became effective. The appointed date of the Scheme was April 01, 2024.
Further during the year under review, the Company has completed acquisition of additional stake of 4% in Tefabo thereby increasing the shareholding of Company from 60% to 64% of the paid-up share capital of Tefabo. Pursuant to the Listing Regulations, the Company has formulated a policy for determining its material subsidiaries. The said policy is available on the website of the Company at https://www.rrshramik.com/investor/corporate-governance/
7. CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to the provisions of Section 129(3) of the Act and other applicable provisions of the Act read with the rules issued thereunder and the Listing Regulations, the Consolidated Financial Statements of the Company have been prepared in the same form and manner as mandated by Schedule III to the Act and are in accordance with applicable Ind AS. Further in accordance with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of its subsidiary and joint venture companies in Form AOC-
1, forms part of the said consolidated financial statements. The said form also highlights the financial performance of the subsidiary and joint venture companies included in the consolidated financial statements of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.
The Consolidated Financial Statements together with the Auditor's report forms part of this Annual Report. Further, in accordance with Section 136 of the Act, the Audited Standalone and Consolidated Financial Statements, forming part of the Annual Report and separate Audited Financial Statements in respect of its subsidiary is available on the Company's website at www.rrshramik.com.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations, performance and outlook of the Company, pursuant to Regulation 34(2)(e) of the Listing Regulations read with other applicable provisions is presented in a separate section forming part of this Annual Report.
9. CREDIT RATINGS
During the year under review, the CARE Ratings Limited has assigned / reaffirmed the Company's credit rating of CARE A-; Stable for its long-term bank facilities and CARE A2+ for its short-term bank facilities.
10. CHANGES IN NATURE OF BUSINESS
During the year under review, there has been no change in the nature of business of the Company.
11. MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year, to which the financial statements relate and the date of this report.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition The Board of Directors of your Company is duly constituted in accordance with the requirements of the Act, read with the Listing Regulations. As on March 31, 2026, your Company's Board comprised of 10 (Ten) Directors. The details of composition of Board of Directors, its Committees and other details are described in "Report on Corporate Governance", forming part of this Annual Report.
Declaration/Confirmation from Directors
The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act, along with the Schedule and Rules made there under and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing
Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist 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. Further they have complied with the
Code for Independent Directors prescribed under Schedule IV of the Act and they have registered themselves with the Independent Directors database maintained by the Indian Institute of Corporate Affairs ("IICA"). In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the
Company and the Board is satisfied of the integrity, expertise, experience and proficiency of all Independent Directors on the Board in terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.
Further none of the Directors of the Company are disqualified under any of the provisions of the Act and relevant regulations of the Listing Regulations, nor any of them is debarred from holding the office of Director by virtue of any SEBI order or any such authority and a certificate of Non-disqualification of Directors pursuant to the Listing Regulations is attached and forms a part of this Annual Report.
During the year under review, the Non-Executive e Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission (given to Non-Executive Independent Directors) and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company and dividend, as applicable.
Appointment/Re-appointment of Directors
Pursuant to the applicable provisions of the Act, read with the rules made thereunder and the Articles of Association of the Company, Shri Hitesh Vaghela (DIN - 00030133), will retire by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment. The Board recommends his re-appointment and resolution seeking Member's approval for his re-appointment forms part of the Notice of AGM. The Managing Director (excluding the Joint Managing Director) and Independent Directors of the Company are not liable to retire by rotation.
During the year under review, based on the recommendations of the Nomination and Remuneration Committee ("NRC") and approval of the Board of Directors and Shareholders, the following appointments have been made:
Shri Sanjay Agarwal (DIN: 10318163) appointed as an Additional Non-Executive Independent Director of the Company for a period of five years from June 01, 2025. The Members of the Company approved his appointment as an Independent Director of the Company at the AGM held on August 29, 2025. Shri Agarwal is registered in the data bank maintained by the IICA and is exempted from appearing the proficiency test conducted by IICA and confirms to the criteria of independence prescribed under the Act and the Listing Regulations.
Shri Sumeet Kabra (DIN: 01751282) appointed as an Additional Director of the Company w.e.f. June 01, 2025. The Members of the Company approved his appointment as a Whole -Time Director of the Company designated as an "Executive Director" for a term of five years with effect from June 01, 2025 May 31, 2030.
Shri Hemant Kabra (DIN: 01812586) stepped down as President and ChiefFinancialOfficer(Executive Director) of the Company w.e.f. close of business hours of May 31, 2025 and has been appointed as Joint Managing Director of the Company for a period years w.e.f. June 01, 2025. The Members of of the Company approved his appointment as Joint Managing Director of the Company at the AGM held on August 29, 2025.
Shri Hitesh Vaghela (DIN: 00030133), a Non-Executive Director of the Company has been appointed as Whole -Time Director, designated as an Executive Director of the Company, for a period of five (5) years commencing from June 23, 2025, to June 22, 2030. The Members of the Company approved his appointment as an Executive Director of the Company at the AGM held on August 29, 2025.
Smt. Payal Agarwal (DIN - 07198236) was appointed as an Independent Director of the Company for the first term of five years commencing from June 30, 2021 to June 29, 2026. Accordingly, the first term of office of Smt. Payal Agarwal as an Independent Director of the Company is due to expire on June 29, 2026.
Based on the results of the performance evaluation carried out by the NRC and the Board and considering the balance of skills, experience possessed by Smt. Payal Agarwal, the Board is of the opinion that she is a person of integrity and possesses the relevant expertise, experience and proficiency to continue as an Independent Director of the Company and is Independent of the Management of the Company.
Accordingly, the Board of the Company at their meeting held on May 26, 2026 has recommended the re-appointment of Smt. Payal Agarwal as an Independent Director for second term of five years commencing from June 30, 2026 to June 29, 2031, subject to approval of members through Special Resolution at the ensuing AGM.
Smt. Payal Agarwal is registered in the data bank maintained by the IICA and is exempted from appearing the proficiency test conducted by IICA and confirms to the criteria of independence prescribed under the Act and the Listing Regulations.
The Board of Directors recommends the aforesaid reappointment and necessary resolution along with other required details, profile and terms and conditions of appointment are contained in the explanatory statement which forms part of the notice of the ensuing AGM of the Company.
Key Managerial Personnel
Pursuant to Section 203 of the Act, the following are the Key managerial Personnel ("KMP") of the Company as on March 31, 2026:
i) Shri Mahendrakumar Kabra, Managing Director
ii) Shri Hemant Kabra, Joint Managing Director
iii) Shri Rajeev Maheshwari, Chief Financial Officer*
iv) Shri Saurabh Gupta, AGM - Company Secretary During the year under review, i.e. 2025-26, Shri Hemant Kabra stepped down from the position of President and Chief Financial Officer (Executive Director) of the Company w.e.f. close of business hours of May 31, 2025 and has been appointed as Joint Managing Director of the Company w.e.f June 01, 2025. Shri Rajeev Maheshwari has been appointed as Chief Financial Officer (CFO) of the Company w.e.f June 01, 2025.
*Shri Rajeev Maheshwari ceased to be CFO of the Company w.e.f. close of business hours of March 31, 2026 due to change in designation and appointment as Senior Vice President (Accounts & Taxation) w.e.f April 01, 2026 designated as the Senior Management Personnel (SMP) of the Company. Shri Iqbal Singh Saggu has been appointed as Chief Financial Officer of the Company w.e.f April 01, 2026.
13. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 134(3)(c) of the Act, with respect to Directors' Responsibility Statement, the Board of Directors, to the best of their knowledge and ability, confirm that:
a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and that there are no material departures from the same;
b) they have selected such accounting policies and applied them consistently and made judgements 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 financial year ended March 31, 2026 and of the profit of the Company for that
c) theysufficient care for the have taken proper and maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts for the financial year ended March 31, 2026 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 were 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.
14. MEETINGS OF THE BOARD OF DIRECTORS AND
COMMITTEES OF THE BOARD
Meetings of the Board and its Committees are held at regular intervals to discuss and decide on the various business policies, strategies, financial matters and other businesses.
Board Meeting
The Board of Directors held Six (6) meetings during the financial year under review. The particulars of the meetings of the Board and its Committees held during the year under review and the attendance of each Director / Member are stated in the Corporate Governance Report, which forms part of this Annual Report.
The intervening gap between any two Board meetings did not exceed 120 days, as prescribed by the Act and the Listing regulations.
Committees of the Board
The Committees of the Board focus on certain specific areas and functions according to their respective terms of reference and authority as delegated by the Board. As required under the Act and the Listing Regulations, your Company has constituted Five (5) Statutory Committees:
Audit Committee
Nomination and Remuneration Committee period;
Corporate Social Responsibility Committee
Risk Management Committee
Stakeholders Relationship Committee.
The details relating to the composition of the Committees, including its terms of reference, powers, details of meetings held during the year and attendance of Members etc. of relevant Committees are provided in the Corporate Governance Report, forming part of this Annual Report and it is in line with the provisions of the Act and the Listing Regulations.
Further the Board has accepted all the recommendations made by each of the Committees during the year.
15. FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS
Pursuant to the provisions of Regulation 25(7) of the Listing Regulations read with Schedule IV of the Act, the Company has put in place framework for a structured induction and familiarization programs for all its Directors, including the Independent Directors on an ongoing basis to familiarize them with the business and operations of the Company, new initiatives, regulatory updates, nature of the industry in which the Company operates, their roles, rights, duties and responsibilities vis-a-vis the Company, etc. and new Directors are familiarized with the operations and functioning of the Company at the time of their appointment.
The details of the familiarization programs are provided in the Corporate Governance Report forming part of this Annual Report.
16. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Act and the Listing Regulations, a framework is formulated containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the NRC based on need and new compliance requirements with the aim to improve the effectiveness of the Board and the Committees.
The annual performance evaluation of the Board, its Committees and each Director including the Chairman has been carried out for the financial year 2025-26 in accordance with the framework. The Independent Directors at their separate meeting reviewed the performance of: Non-Independent Directors, the Board as a whole and the Chairman of the Company after taking into account the inputs from Executive Directors and Non-Executive Directors. The Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform the duties.
The details of evaluation process of the Board, its Committees and of Individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.
17. POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION
On the recommendation of the NRC, the Board has formulated and adopted a comprehensive Nomination and Remuneration Policy for its Directors, KMP and Senior Management. The policy is in accordance with Section 178 of the Act, read with the Rules made thereunder and Regulation 19 of the Listing Regulations and the same is available on the website of the Company at https://www.rrshramik.com/investor/corporate-governance/ The appointment and remuneration of Directors are recommended by the NRC based on the framework and policy laid down which sets out the guiding principles. The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy. The Executive Directors are not paid sitting fees; however, the Non-Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings and the Independent Directors are entitled to commission as recommended by the NRC and approved by the Board along with sitting fees for attending the Board and Committee meetings. The relevant information has been disclosed in the Corporate Governance Report which forms part of this Annual Report.
Except the sitting fees for attending the Board and Committee meetings from the erstwhile subsidiary company Global Copper Private Limited (now merged into the Company), neither the Managing Director, nor the Executive Director have received any remuneration or commission from any of the subsidiary companies. Further the Company doesn't have any holding company.
18. EMPLOYEES STOCK OPTION SCHEME (ESOP)
The Employee Stock Option Scheme of the Company titled "RRWL Employee Stock Option Plan 2023" ("the Plan/
ESOP Scheme") has been implemented in the financial year 2023-24. During financial year 2025-26, there had been no change in the ESOP Scheme of the Company and the same is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("the SBEB Regulations").
ThedisclosureunderRegulation14oftheSBEBRegulations is available on Company's website and can be accessed at https://www.rrshramik.com/investor/annual-reports/. Further, pursuant to Regulation 13 of the SBEB Regulations, a certificate from M/s. Khanna & Co.,
Secretarial Auditors of the Company, stating that the ESOP Scheme has been implemented in accordance with the SBEB Regulations and in accordance with the resolutions passed at the general meeting of the Company, shall be placed before the Members at the ensuing AGM and is available on the website of the Company at https://www.rrshramik.com/investor/annual-reports/.
19. CORPORATE SOCIAL RESPONSIBILITY
The Company believes that Corporate Social Responsibility is an integral part of its business and firmly believes that its business objectives must align with the broader development goals of the society in which it operates. The Company has in place Corporate Social Responsibility (CSR) Committee in compliance with the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014. Details of the composition of the CSR Committee have been disclosed separately as part of the Corporate Governance Report, which is a part of this Annual Report. The CSR committee of the Company inter alia gives strategic directions to the CSR initiatives, formulates and reviews annual CSR plan(s) and programmes, formulates annual budget for the CSR programmes and monitors the progress on various CSR activities.
The brief outline of the CSR policy of the Company along with the various initiatives undertaken by the Company on Corporate Social Responsibility (CSR) activities, in accordance with Schedule VII of the Act, during the financial year 2025-26 are annexed as Annexure-I to this report as per the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. The CSR Policy of the Company is available at https://www.rrshramik.com/investor/corporate-governance/.
20. AUDITORS AND THEIR REPORT'S
(1) Statutory Auditors
M/s. Bhagwagar Dalal & Doshi, Chartered Accountants (Firm Registration No. 128093W), were appointed as the Statutory Auditors of the Company at the AGM held on September 21, 2022 for the second term of 5 (five) consecutive years, to hold of the 30th AGM till the conclusion of the 35th AGM of the Company to be held in the year 2027. Further, they have confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder. As required under the Listing Regulations, the Statutory Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Audit Reports of M/s. Bhagwagar Dalal &
Doshi, Chartered Accountants on the Standalone & Consolidated Financial Statements of the Company for the Financial Year 2025-26 are a part of this Annual Report. Statutory Auditors have expressed their unmodifiedopinion on the Standalone & Consolidated
Financial Statements and their Reports do not contain any qualifications, reservations, adverse remarks or disclaimer. The Statutory Auditors of the Company have not reported any fraud to the Audit Committee of Directors as specified under Section 143(12) of the
Act, during the year under review.
The Statutory Auditors were present in the last AGM.
(2) Cost Auditors
In terms of the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, M/s. Poddar & Co., Cost Accountants (Firm Registration No. 101734) have been re-appointed by the Board of Directors based on the recommendation received from the Audit Committee, to conduct Cost Audit of the Company for the financial year ending March 31, 2027. M/s. Poddar & Co. have confirmed that their appointment is within the limits prescribed under the Act and that they are not disqualified from being appointed and have consented for the same. The Cost Audit Report for the financial year 2025-26 does not contain any qualification, reservation, or adverse remark.
Pursuant to the provisions of Section 148 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, Members are requested to consider to M/s. the ratification Poddar & Co. for the financial year 2026-27. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. The requisite resolution Auditors by for ratification Members of the Company has been set out in the Notice of ensuing AGM.
Maintenance of Cost Records
Pursuant to the provisions of Section 148 of the Act, read with Companies (Cost Records and Audit) Rules, 2014 and other applicable provisions of the Act, as amended from time to time, the maintenance of cost records is applicable to the Company and accordingly such accounts and records are duly prepared and maintained by the Company and the cost audit for the financial year 2025-26 is in process. Upon completion of the audit, necessary forms and returns will be filed with the Ministry of Corporate Affairs in this regard.
(3) Secretarial Auditors
Pursuant to the provisions of Regulation 24A of the Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and based on the recommendations of the Audit Committee and the Board of Directors, the Members of the Company at the AGM held on August 29, 2025 have approved the appointment of M/s. Khanna & Co., Practicing Company Secretaries (Firm's Unique Identification No. P2014MH032900), as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years commencing from April 01, 2025 to March 31, 2030.
The Secretarial Audit Report for the financial year ended March 31, 2026 in the prescribed Form MR-3 is attached as Annexure-II to this report and it does not contain any qualifications, reservations, adverse remarks or disclaimer.
The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances.
21. DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS
None of the auditors of the Company have reported any frauds to the Audit Committee or to the Board of Directors as specified under Section 143(12) of the Act and the
Rules framed thereunder, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
22. INTERNAL FINANCIAL CONTROLS SYSTEM
The Company has in place effective internal financial controls in commensurate with the size, nature of its business and complexity of its operations. Detailed Standard Operating Procedures and policies with internal control mechanism are in place to ensure that all the Company's resources are protected against loss and all transactions are authorized, recorded and reported correctly. Further the effectiveness of such internal financial controls is ensured through periodic management reviews, monitoring by functional heads and improvements are made in the same on continuous basis and the same are also evaluated and monitored by the Internal and Statutory Auditors of the Company during the course of their audits. The Audit Committee of the Company reviews the adequacy and effectiveness of these internal controls and gives suggestions for further improvements to strengthen them.
Further details in respect of internal financial controls are included in the Management Discussion and Analysis, which forms part of this Report.
23. RISK MANAGEMENT
The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks that impact the business of the Company. The Company has in place a Risk Management Policy which articulates the approach to address the uncertainties in its endeavour to achieve its stated and implicit objectives. The Risk Management Committee of the Company monitors, reviews the risk mitigation plan and ensures its effectiveness and has additional oversight in the area of financial risks and controls. The Committee has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and to ensure that all short-term and long-term implications of key strategic and business risks are identified and addressed by the Management. In the opinion of the Board there has been no identification elements of risk that may threaten the existence of the Company. The Risk Management Policy is available on the Company's website and is accessible through https://www.rrshramik.com/investor/corporate-governance/#accordion-2-t8.
24. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2026, have been disclosed in the Note no. 45 of the Standalone Financial Statements, forming a part of this Annual Report.
25. RELATED PARTY TRANSACTIONS
During the year under review, all Related Party Transactions have been placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature. All transactions with related parties, entered by the Company during the financial year are in the ordinary course of business, and on an arm's length basis and are in compliance with the applicable provisions of the Act, Listing Regulations and as per the policy adopted by the Company on dealing with Related Party Transactions. Further, during the year, none of the transactions entered into with related parties fell under the scope of Section 188(1) of the Act and the Company has not entered into any contract or arrangement with related parties which could be considered "material" that required shareholders approval under the Act and the Listing Regulations and according to the policy of the Company on materiality of Related Party Transactions. Accordingly, the disclosure required pursuant to section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable for Financial Year 2025-26 and does not form part of this report.
The details of Related Party Transactions as per Indian Accounting Standards (IND AS) 24 may be referred in the accompanying Financial Statements, forming a part of this Annual Report.
In adherence with the requirements of the Listing Regulations, the Company has adopted a policy for dealing with Related Party Transactions and the same is available on the website of the Company at https://www.rrshramik.com/investor/corporate-governance/.
The Company is also submitting the disclosures of Related Party Transactions on a consolidated basis half yearly as per Regulation 23 of the Listing Regulations to the Stock Exchanges within statutory timelines.
26. DEPOSITS
During the year under review, the Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, and as such no amount of principal or interest thereon was unpaid or unclaimed as on March 31, 2026.
27. ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Act readwiththeCompanies(ManagementandAdministration) Rules, 2014, the annual return in Form MGT-7 as on March 31, 2026 is available on the website of the Company at https://www.rrshramik.com/investor/annual-reports.
28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report (BRSR) pursuant to the Regulation 34(2)(f) of the Listing Regulations covering disclosures on the environmental, social and governance parameters for the financial year 2025-26, in the prescribed format forms a part of this Annual Report.
29. CORPORATE GOVERNANCE
In accordance with the provisions of Regulation 34 read with Schedule V(c) of the Listing Regulations, as amended from time to time, the Corporate Governance Report, together with a certificate from the Practicing Company Secretary, certifying compliance with the conditions of Corporate Governance, forms a part of this Annual Report.
Further a certificate from the Managing Director and Chief certifying the compliance FinancialOfficer by the Company in accordance with Regulation 17(8) read with Part B of Schedule II of the Listing Regulations is annexed with the said Corporate Governance Report.
The Company is committed to maintain high standards of good corporate governance practices and adheres to the Corporate Governance requirements stipulated under the Listing Regulations.
30. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provision of Section 177(9) of the Act and the Companies (Meetings of Board and its Powers) Rules, 2014 read with Regulation 22(1) of the SEBI Listing Regulations, the Company has adopted a Whistle Blower Policy approved by the Board of Directors and has established the necessary vigil mechanism for Directors/ Employees to report concerns about unethical behaviour/ practices in the organization without the knowledge of the management. The policy also provides protection to those who avail the mechanism and also provides direct access to the Chairman of the Audit Committee. The policy is available on the Company's website at https://www.rrshramik.com/investor/corporate-governance/. During the year under review, the Company has not received any complaints under the vigil mechanism.
31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 ["POSH ACT"]
The Company has adopted zero tolerance for sexual harassment at workplace and has formulated a robust Policy on prevention, prohibition and redressal of sexual harassment at workplace and has also constituted an Internal Complaints Committee in line with the provisions of the POSH Act and the Rules framed thereunder for prevention and redressal of complaints of sexual harassment at workplace and all employees are treated with dignity and respect and provided a safe, secure and dignified work environment at the workplace.
The Company also conducts regular training sessions to increase awareness on the policy among its employees and also make amendments in the policy as and when required. The Policy also provides safeguard to the complainant and victim against any discrimination. The
Members of the Internal Complaints Committee meet at regular intervals to review any complaints of women employees.
During the year under review, there were no complaint received by the Internal Complaints Committee constituted under the POSH Act.
32. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, and provides maternity benefits to eligible women employees. The Company provides adequate facilities and support in line with the statutory requirements.
33. COMPLIANCE OF SECRETARIAL STANDARDS
During the Financial year 2025-26, your Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS
During the year under review, there were no significant and/or material orders, passed by any Court or Regulator or Tribunal, which may impact the going-concern status of the Company's operations in future.
35. PARTICULARS OF EMPLOYEES
Disclosures 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 attached as Annexure-III to this report.
36. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has strong commitment towards conservation of energy, natural resources and adoption of latest technology in its areas of operation. The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as Annexure-IV to this report.
37. LISTING WITH STOCK EXCHANGES
The Company's equity shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid annual listing fees to the Stock Exchanges for the financial year 2026-27. The shares of the Company are actively traded on BSE as well as NSE and have not been suspended from trading.
38. DISCLOSURES IN RELATION TO THE COMPANIES
(SHARE CAPITAL AND DEBENTURE) RULES, 2014
(a) the Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) has been furnished; and (b) the Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) has been furnished;
39. OTHER DISCLOSURES
(a) No application has been made nor any proceeding is pending under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable; (b) There was no revision of financial statements and
Board's Report during the year under review;
(c) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof under rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 are not applicable to the Company during the period under review;
(d) The details regarding transfer of unclaimed dividend and shares to Investor Education and Protection Fund (IEPF) Authority during the FY 2025-26 is being disclosed in the Corporate Governance Report forming part of this Annual report; (e) The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.
40. ACKNOWLEDGEMENT
The Directors place on record their deep sense of gratitude to the Shareholders for their continued patronage and confidence in the Company over the years.
The Directors also conveys their sincere appreciation to all employees across locations for their dedicated efforts, unwavering commitment, and valuable contributions, which have been instrumental in driving the Company's growth and excellence.
Directors also extend their heartfelt thanks to all esteemed stakeholders of the Company, including Customers, Vendors, Dealers, Suppliers, Bankers, Government Authorities, Consultants, and Business Associates, for their steadfast support and cooperation. Their assistance and trust have been vital in enabling the Company and its Management to achieve sustained progress during the year.
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