We are delighted to present on behalf of the board of directors, the 17th Annual Report of Raghav Productivity Enhancers Limited (the company or Raghav) along with Audited Financial Statement for the financial year ended March 31, 2026.
To support ‘Green initiative', the Abridged Integrated Annual Report has been sent to the Members whose e-mail ids are not registered with the Company / Depositories.
The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
1. FINANCIAL RESULTS
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Particulars
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Standalone
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Consolidated
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| |
March 31, 2026
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March 31, 2025
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March 31, 2026
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March 31, 2025
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|
Revenue from operations
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11,431.67
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11,537.75
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25,707.28
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19,964.79
|
|
Other Income
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719.22
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246.73
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213.94
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131.69
|
|
Total Income
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12,150.89
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11,784.48
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25,921.22
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20,096.48
|
|
Finance Costs
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12.97
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11.75
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72.01
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87.36
|
|
Depreciation and amortization expenses
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268.28
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265.37
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700.86
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645.32
|
|
Total Other Expenses
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4,203.53
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4,911.07
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9,592.64
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8,339.80
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|
Profit/(Loss) Before Tax
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3,771.43
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2,883.39
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6,962.88
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4,770.80
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|
Less: Tax Expenses
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854.63
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743.95
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1,482.58
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1073.46
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|
Net Profit/ (Loss) After Tax
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2,916.80
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2,139.44
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5,480.30
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3,697.35
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|
Earnings per share (Basic)
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6.35
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4.66
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11.94
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8.05
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Earnings per share (Diluted)
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6.35
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4.66
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11.94
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8.05
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2. RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS
Your company was incorporated in 2009 in Rajasthan and is the world's largest manufacturer of silica ramming mass. Headquartered in Jaipur, your company operates its state-of-the-art manufacturing facilities using its patented technology in Newai, Rajasthan, with a combined installed capacity of 414,000 MTPA. The company exports to over 39 countries world-wide and 28 states pan-India being the only manufacturer to have successfully broken geographical barriers in the silica ramming mass industry. Silica Ramming Mass is a refractory material used in Induction Furnaces having prominence in secondary steel plants, foundry and casting units.
FY2026 marked a significant milestone for the Company, as the company crossed '250 Crores in annual revenue and '50 Crores in PAT for the first time. This achievement underscores the Company's consistent growth trajectory and its ability to deliver sustained performance even during difficult industry cycles.
During the year under review, your Company achieved consolidated revenue from operations of '25,707.28 Lakhs and recorded an operational profit (PBT) of '6,962.88 Lakhs. After providing for all expenses and taxes, the Company earned a Net Profit after Tax of '5,480.30 Lakhs.
The Company continued to operate at healthy capacity utilization levels during the year, supported by stable demand visibility and a strong order pipeline.
DIVIDEND
Your Company has always endeavored to retain a balance by providing an appropriate return to the Shareholders while simultaneously retaining a reasonable portion of the profit to maintain healthy financial leverage with a view to support and fund the future expansion plans.
The Board of Directors recommended a dividend of '1.00/-per fully paid up Equity Share (previous year '1.00/-) of face value of '10/- each for the financial year ended March 31, 2026.
The total Dividend outgo amounts to ' 4.59 Crores/- (previous year 2024-25'4.59 Crore).
In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), the Dividend Distribution Policy duly approved by the Board is available
on the website of the Company and can be accessed athttps:// tiimg.tistatic.com/fm/1116159/dividend-distribution-policv.pdf. The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy and dividend will be paid out of the profits for the year.
3. AMOUNTS TRANSFERRED TO RESERVES
Your Board doesn't propose to transfer any amount to General Reserve in terms of Section 134(3)(j) of the Companies Act, 2013 (“the Act”) for the financial year ended on March 31, 2026. Further, the Balance specified in the individual head is detailed as below:
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S. No.
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Reserve Head
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Opening Balance
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Addition
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Deduction
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Closing Balance
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|
1.
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Securities Premium Account
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942.15
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42.82
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0
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984.97
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|
2.
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Surplus/ Profit and Loss Account
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12,278.68
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952.57
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1,402.72
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11,828.54
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4. CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business of the Company during the financial year 2025-2026.
5. INFORMATION ABOUT SUBSIDIARIES/ ASSOCIATES COMPANY/ JOINT VENTURES
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Name of Company CIN Type
Raghav Productivity U26990RJ2020PTC072716 Wholly owned Solutions Private Subsidiary Limited
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Raghav Productivity Solutions Private Limited is wholly Owned Subsidiary of the company and engaged in the business of manufacturing and trading of Ramming Mass. During the year Company has a net profit of ' 3,024.46 Lakhs and there has been no material change in the nature of the business of the subsidiary.
Further w.e.f April 1, 2025 Raghav Productivity Solutions Private Limited is material Subsidiary of Raghav Productivity Enhancers Limited
Pursuant to the provisions of section 129(3) of the Act, the Company has prepared Consolidated Financial Statements which forms part of this Annual Report. A separate statement providing details of performance and salient features of the financial statements of the Company's Subsidiary in prescribed Form AOC-1 is annexed as ‘Annexure-1’ to this report.
The Audited Financial Statements including the consolidated financial statements of the Company and all other documents required to be attached thereto is available on the Company's website and can be accessed at i.e. www.rammingmass. comThe financial statements of the subsidiary, as required are available on the Company's website and can be accessed at i.e. www.rammingmass.com. These documents will also be available for inspection on all working days, during business hours, at the Registered Office of the Company.
Further, there was no Company which has ceased to be Company's Subsidiary, Joint Venture or Associate Company during the financial year ended on March 31, 2026.
6. CHANGES IN CAPITAL STRUCTURE
As on March 31, 2025, the Authorised Share Capital of the Company stood at '50,00,00,000/- (Rupees Fifty Crores Only), while the Paid-up Share Capital was '45,90,52,000/- (Rupees Forty-Five Crores Ninety Lakhs Fifty-Two Thousand Only),
During the year under review, the following changes were made:
. No change in Authorised Share Capital.
• Allotment of shares under ESOP Scheme 2018:
The Board of Directors, at its meeting held on April 30, 2025 alloted 6,760 shares to the specified employee of the Company
All statutory proceedings and compliances related to allotment of ESOP shares were completed within the timelines prescribed under applicable laws.
Consequent to the allotment of shares under ESOP scheme 2018, As on March 31, 2026, the Paid-up Equity Share Capital of the Company increased to '45,91,19,600/- (Rupees Forty-Five Crores Ninety one Lakhs Ninteen Thousand Six hundred Only), divided into 4,59,11,960 (Four Crores Fifty-Nine Lakhs eleven Thousand nine Hundred and sixty only) Equity Shares of '10/- each.
7. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2026 is available on the Company's website and can be accessed at www.rammingmass.com
8. MATERIAL CHANGES AND COMMITMENTS
As on April 24, 2026, Board of Directors in their meeting held on April 24, 2026 made allotment of 9990 equity shares @ face value of ' 10/- each and premium of ' 297.36/- shares to specific list of employees under ESOP Scheme 2018 which increase the
paid up capital of Company to ' 45, 921,9500 (Forty five crore ninety two lakh nineteen thousand five hundred only) comprising of ' 4,59,21,950 shares @face value of ' 10/- each.
In view of a positive demand outlook, sustained customer requirements, and consistently high utilization levels, the Board of Directors approved capacity expansion at both manufacturing plants on April 24, 2026.
The approved expansion plan is as follows:
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Entity
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Current Capacity (MTPA)
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Addition
(MTPA)
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Updated Capacity (MTPA)
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RPEL
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1,44,000
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36,000
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1,80,000
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RPSPL
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2,70,000
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84,000
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3,54,000
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Total
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4,14,000
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1,20,000
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5,34,000
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The capacity is expected to be commissioned in phases, with full capacity likely to be available from October 1, 2026. Upon completion of the proposed expansion, the updated capacity will further strengthen the Company's market position and enabling it to efficiently cater to growing customer demand.
Other than above there are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.
9. MATERIAL ORDERS
In pursuance to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.
10. CORPORATE SUSTAINABILITY
At Raghav, sustainability constitutes a fundamental component of the Company's core values and operational philosophy. It is integrated into decision-making processes, governance standards, and business conduct across all levels of the organisation. The Company applies Environmental, Social, and Governance (ESG) principles throughout its operations and value chain, with the objective of fostering sustainable, inclusive, and equitable outcomes.
This ESG commitment is operationalised through defined, measurable initiatives that support environmental responsibility, promote workforce well-being and inclusion, strengthen community partnerships, and generate long-term value for stakeholders. The approach is designed to address current priorities while maintaining a long-term perspective on resource stewardship and intergenerational equity.
Through its Corporate Social Responsibility (CSR) initiatives, Raghav engages with local communities and non-governmental
organisations to deliver targeted interventions in the areas of education, empowerment, environment, and healthcare. These efforts are structured to improve quality of life and build resilience among marginalised populations.
The Company endeavours to exceed statutory requirements and benchmark itself against recognised sustainability practices. Its ESG disclosures align with national and international frameworks, including the United Nations Sustainable Development Goals (SDGs) and the National Guidelines on Responsible Business Conduct (NGRBC).
Raghav's progress across various dimensions of corporate sustainability has contributed to its recognition in the ESG domain. Details of such recognitions and initiatives are provided in the Company's sustainability reports, which are available on its official website. The Company remains committed to upholding the principles of transparency, ethical conduct, and continuous improvement in all aspects of its sustainability agenda.
11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Pursuant to the provisions of section 186 of the Act and Schedule V of the Listing Regulations, the company has made investment in its wholly owned subsidiary details of which are provided in the financial statements. Further, there are no loans granted, guarantees given or issued or securities provided by your Company in terms of section 186 of the Act, read with the rules issued there under.
12. RELATED PARTY TRANSACTION
During the financial year ended March 31, 2026, all transactions with the Related Parties as defined under section 188 the Act read with rules framed there-under and Regulation 23 of the Listing Regulations were in the ‘ordinary course of business' and ‘at arm's length' basis. Considering Financial Statement of Financial Year 2024-25, Raghav Productivity Solutions Private Limited, wholly owned Subsidiary of your Company has become a ‘Material Subsidiary' as defined under Regulation 16(1)(c) of the Listing Regulations w.e.f. April 1, 2025 and continued the same therefore policy for the same has adopted which can be accessed athttps:// www.rammingmass.com/our-policies.php#investor-tab
During the year under review, the Company did not enter into any Related Party Transactions which require prior approval of the Members. All Related Party Transactions of your Company had prior approval of the Audit Committee and the Board of Directors, as required under the Listing Regulations. Subsequently, the Audit Committee and the Board have reviewed the Related Party Transactions on a periodic basis. During the year under review, there has been no materially significant Related Party Transactions having potential conflict with the interest of the Company except with the wholly owned subsidiary.
Further As per SEBI (LODR) Regulations, 2015 and Companies Act, 2013 transactions entered into between a holding company and its wholly owned subsidiary is exempted from any type of approvals whether by Board or shareholders.
There are no particulars of material contracts or arrangements with related parties referred in section 188(1) of the Act. Necessary disclosures required under the AS-18 have been made in Note No. 34 of the Notes to the Financial Statements for the year ended March 31, 2026.
Your Company has formulated a Policy on materiality of Related Party Transactions and the said Policy has been uploaded on the website of the Company and can be accessed athttps:// www.rammingmass.com/our-policies.php#investor-tabFurther, your Company has an internal mechanism for the purpose of identification and monitoring of Related Party Transactions.
13. Employee Stock Option Scheme
During the year, your Company had ‘Raghav Productivity Enhancers Limited Employee Stock Option Scheme 2018 (RPEL ESOP Scheme 2018) The ESOP Schemes are in compliance with the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the ESOP Schemes as required under the abovementioned SEBI Regulations is mentioned below:
DISCLOSURES WITH RESPECT TO EMPLOYEE STOCK OPTION SCHEMES OF THE COMPANY PURSUANT TO REGULATION 14 OF THE SEBI (SHARE BASED EMPLOYEE BENEFITS AND SWEAT EQUITY) REGULATIONS, 2021 AS ON MARCH 31, 2026
During FY 2026, the Company had only one Employee Stock Option Scheme:
1. Raghav Productivity Enhancers Limited Employees Stock Option Scheme 2018” (‘RPEL ESOP Scheme 2018’)
During the financial year under review there has been no material change in the Employee Stock Option Schemes (‘ESOP Schemes') of the Company and the same are in compliance with the Companies Act, 2013 read with rules thereunder and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and other SEBI Regulations, if any.
Disclosures required under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are as under:
A. Relevant disclosures in terms of accounting standards prescribed by the Central Government in terms of section 133 of the Companies Act, 2013 (18 of 2013) including the 'Guidance note on accounting for employee share-based payments' issued in that regard from time to time.
For details, shareholders may refer to the audited financial statement which forms part of the Integrated Annual Report FY 2025-26.
B. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with 'Indian Accounting Standard 33 - Earnings Per Share' issued by Central Government or any other relevant accounting standards as issued from time to time.
Diluted EPS as per Standalone financial statement for ESOP Schemes for the year ended March 31, 2026 is: ' 6.35
C. Details related to RPEL ESOP Scheme 2018
I . Description including the general terms and conditions of RPEL ESOP Scheme 2018 is as follows:
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Sl. Particulars No.
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ESOP Scheme 2018
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|
(a) Date of shareholders' May 1,2018 approval April 3, 2024
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|
(b) Total number of 16,08,208 options approved under ESOP scheme
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|
(c) Vesting requirements Vesting will commence one year after the date of Grant at the rate as stated in grant letter
|
| |
|
Exercise price or pricing formula
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The exercise price per Option shall not be less than face value of one equity share and shall not exceed fair market price of the equity share of the Company as on date of grant of Option, which may be decided by the Nomination & Remuneration Committee/Board.
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|
Maximum term of options granted
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6 years
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|
Source of shares (primary, secondary or combination)
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Primary
|
|
Variation in terms of options
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The route of administration of the Scheme is through ‘Direct route'.
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i. Method used to account for ESOP (Intrinsic or fair value): Fair Value
ii. Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed: Not Applicable
II. Option movement during FY26:
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Particulars
|
ESOP Scheme - 2018
|
|
Number of options outstanding at the beginning of the period i.e. April 1, 2025
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67,600
|
|
Number of options granted during the year*
|
-
|
|
Number of options Cancelled/forfeited/ lapsed during the year
|
-
|
|
Number of options vested during the year
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-
|
|
Number of options exercised during the year
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6,760
|
|
Number of shares arising as a result of exercise of options
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6,760
|
|
Money realized by exercise of options, if scheme is implemented directly by the Company (INR)
|
20,77,753.6/-
|
|
Loan repaid by the Trust during the year from exercise price received
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N.A.
|
|
Number of options outstanding at the end of the year i.e. March 31, 2026
|
60,840
|
|
Number of options exercisable at the end of the year i.e. March 31,2026
|
10,140
|
III. Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock: Not Applicable
IV. Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to - Not Applicable
a. Senior managerial personnel as defined under Regulation 16(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015: Nil
b. Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year: Nil
c. Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant: Nil
V. A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information: Not Applicable
The certificate of Secretarial Auditor confirming compliance of the ESOP Schemes with the Act and abovementioned SEBI Regulations is given in ‘Annexure 2' to this Report.
14. CREDIT RATINGS
During the financial year 2025-26, on the basis of recent development including operational and financial performance of the Company, Credit Rating Agency- CRISIL has assigned stable rating as follows:
|
Facilities
|
Ratings
|
|
Long Term Bank Facilities
|
CRISIL A-/Positive (Outlook revised from 'Stable'; Rating Reaffirmed)
|
Further, the company has been regular in making principal and interest repayments to the Banks and financial institutions.
15. BOARD AND COMMITTEE MEETINGS
The details of Board and Committee meetings held during the financial year ended on March 31, 2026 and the attendance of the Directors are set out in the Corporate Governance Report which forms part of this report.
The frequency of Board Meetings and quorum at such meetings were in accordance with the Act, the Listing Regulations and Secretarial Standards-1 on Meetings of the Board of Directors issued by ICSI. The intervening gap between any two meetings was within the period prescribed by the Act and the Listing Regulations.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board plays crucial role in overseeing how the management serves the short and long term interests of shareholders and other stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board of Directors and keep our governance practices under continuous review.
As on March 31, 2026, the total Board strength comprises of 7 Directors out of which 2 Directors are Executive - Non Independent Directors, 1 Director is Non-Executive - Non Independent Directors and 4 are Non-Executive - Independent Directors. All Independent Directors of the company as on the date of this report have also registered on Independent Directors in Database of IICA for Independent Directors.
The Company's Board Members are from diverse backgrounds with skills and experience in critical areas like Marketing, Finance & Taxation, Economics, Law, Governance etc. Further, all Independent Directors are persons of eminence and bring a wide range of expertise and experience to the board thereby ensuring the best interests of stakeholders and the Company. They take active part at the Board and Committee Meetings by providing valuable guidance to the management on various aspects of Business,
Policy Direction, Compliance etc. and play critical role on issues, which enhances the transparency and add value in the decision making process of the Board of Directors. The composition of the Board also complies with the provisions of the Act and Regulation 17(1) of Listing Regulations. The Board reviews its strength and composition from time to time to ensure that it remains aligned with the statutory, as well as business requirements.
During the year under review, the following changes occurred in the Board of Directors:
A) Retire By Rotation
• In accordance with the provisions of Articles of Association of the Company, read with Section 152 of the Act, Mrs. Krishna Kabra, Director of the company, whose office is liable to retire at the ensuing Annual General Meeting, being eligible, seeks reappointment. Based on performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends his reappointment.
Necessary resolutions for the appointment/ re- appointment of aforesaid Directors, wherever applicable, have been incorporated in the notice convening the ensuing AGM. As required under the listing regulations and Secretarial Standards on General Meetings issued by ICSI, the relevant details of Directors retiring by rotation and/or seeking appointment/re-appointment at the ensuing AGM are furnished as ‘Annexure A to the notice of AGM.
None of the Directors of the Company are disqualified/ debarred as per the applicable provisions of the Act and the Securities and Exchange Board of India.
B) Cessation due to Tenure Completion
Mr. Praveen Totla, Non-Executive Independent Director of the Company completed his tenure on December 1,2025, in accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Board of Directors places on record its sincere appreciation of 10 years for his valuable contribution and guidance during his tenure.
17. NUMBER OF MEETINGS OF THE BOARD
Six (4) meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.
18. COMMITTEES OF BOARD
The Board of Directors of the Company has constituted the following Committees:
a) Audit Committee
b) Corporate Social Responsibility Committee
c) Nomination and Remuneration Committee
d) Stakeholders Relationship Committee
e) Bank & Credit Committee
f) Risk Management Committee
The Committees' composition, charters and meetings held during the year and attendance thereat, are given in the Report on Corporate Governance forming part of this Annual Report.
19. DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations, all Independent Directors of the Company have given declaration that they meet the criteria of independence.
It is to be further noted that and per the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 all the Independent Directors of the company have registered their name as Independent Directors in Database of IICA and Mr. Govind Saboo and Mrs. Rajni Sekhri Sibal has passed the online proficiency self-assessment test and Mr. Amar Lal Daultani and Mr. Hemant Nerurkar Madhusudan are exempted to clear the said online proficiency self-assessment test.
The terms & conditions for the appointment of Independent Directors are given on the website of the Company' website and can be accessed at i.e.https://www.rammingmass.com/our-policies. php#investor-tab
Further, 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. The Independent Directors have also confirmed that they have complied with the Company's code of conduct prescribed in Schedule IV to the Act.
20. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
I n compliance with the requirements of the Act and the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors with regard to their roles, rights and responsibilities in the Company and provides details regarding the nature of the industry in which the Company operates the business models of the Company etc. which aims to provide insight to the Independent Directors to understand the business of the Company. Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities.
The details of the familiarization program for Independent Directors are available on the Company's website and can be accessed at https://www.rammingmass.com/our-policies.php#investor-tab
21. FORMAL ANNUAL EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and Listing Regulations.
The performance evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees of Board processes, manner of conducting the meetings, review of performance of Executive Directors, value addition of the Board
members and corporate governance, succession planning, strategic planning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.
The Board founded the evaluation satisfactory and no observations were raised during the said evaluation in current year as well as in previous year
22. AUDITOR AND REPORT THEREON • Statutory Auditor
M/s. A. Bafna & Co., Chartered Accountants, Jaipur (Firm Registration Number: 03185C) were appointed as Statutory Auditors of the Company, at the Annual General Meeting held on June 25, 2021 for a period of five years from the conclusion of 12th Annual General Meeting till the conclusion of 17th Annual General Meeting to be held in year 2026.
Since tenure of M/s A. Bafna & Co. will be completed in this ensuing 17th Annual General Meeting of the Company. Therefore appointment of new Statutory Auditors is been recommended to Shareholders.
Further, in terms of the SEBI (Listing Obligations & Disclosure Requirements) (Third Amendment) Regulation, 2024, the Board on recommendation of Audit Committee has recommended appointment of M/s Ravi Sharma & Co., Chartered Accountant (Firm Registration No. 015143C), as Statutory Auditors of the Company for a period of five years from the conclusion of 17th Annual General Meeting till the conclusion of 22nd Annual General Meeting to be held in year 2031. A resolution seeking shareholders' approval for the appointment of M/s Ravi Sharma & Co., Chartered Accountants as Statutory Auditors has been included in the notice of the ensuing Annual General Meeting of the Company.
In this regard and rules made there-under, the Company has received certificate from the in accordance with provisions of Section 141 of the Act.
M/s. A. Bafna & Co., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the Financial Year 2025-26, which forms part of the Annual Report 2025-26.
There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports that may call for any explanation from the Directors.
As per sub section 12 of section 143 of the Act during the financial year no fraud was reported by the Auditor of the Company in their Audit Report.
• Secretarial Auditor
Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, The Board of Directors has appointed M/s. ARMS & Associates LLF? Company Secretaries as Secretarial Auditors for a term of five consecutive financial years commencing from April 1, 2025 till March 31, 2029. Therefore they conduct the secretarial audit of the Company for the financial year 2025-26.
Accordingly, they have conducted Secretarial Audit for the Financial Year 2025-26 and Secretarial Audit Report in Form MR-3 is enclosed herewith as ‘Annexure 3’. Pursuant to provisions of Regulation 24A of Listing Regulations, the Secretarial Auditors have also issued Annual Secretarial Compliance Report for the F.Y 2025-26. Both the reports do not contain any qualification, reservation or adverse remark.
• Internal Auditor
I n accordance with the provisions of section 138 of the Act and rules made thereunder, the Board of Directors of the Company has appointed M/s Birla Gupta & Co., Chartered Accountants, Jaipur (FRN: 020802C) as Internal Auditor of the Company for the financial year 2025-2026.
The Internal Audit Report was received half-yearly by the Company and the same were reviewed and approved by the Audit Committee and Board of Directors. The yearly Internal Audit Report received for the financial Year 2025-2026 is free from any qualification, further the notes on accounts are self-explanatory and the observations were looked into by the management.
During the financial year 2025-2026, no fraud was reported by the Internal Auditor of the Company in their Audit Report.
Further M/s RP Khandelwal & Associates., Chartered Accountants, (FRN: 001795C) Jaipur have been appointed by the Board, to conduct the Internal Audit of the Company for the financial year 2026-2027.
23. INSIDER TRADING PREVENTION CODE
Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and
amendments thereto, the Company has adopted an ‘Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Designated Persons' (“the Code”).
The Code is applicable to Promoters, Member of Promoter's Group, all Directors and such Designated Employees and other connected persons who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer to regulate, monitor and report trading adherence to the PIT Regulations. The same is available on the website of the Company athttps://www.rammingmass.com/ our-policies.php#investor-tab.
24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to the Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations and SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the company has set up a Direct Touch initiative, under which all Directors, employees/ business associates have direct access to the Chairman of the Audit Committee for this purpose. The Company promotes ethical behavior in all its business activities and in line with the best international governance practices, Raghav has established a system through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company's code of conduct without fear of reprisal. The Whistle-Blower Protection Policy aims to:
• Allow and encourage stakeholders to bring to the Management notice concerns about unethical behavior, malpractice, wrongful conduct, actual or suspected fraud or violation of policies.
• Ensure timely and consistent organizational response.
• Build and strengthen a culture of transparency and trust.
• Provide protection against victimization.
The above mechanism has been appropriately communicated within the Company across all levels and has been displayed on the Company's intranet as well as on the Company's website and can be accessed athttps://www.rammingmass.com/our-policies. php#investor-tab
During the financial year, no whistle blower event was reported and mechanism is functioning well. The Audit Committee periodically reviews the existence and functioning of the mechanism. It reviews the status of complaints received under this policy on regular basis. The Committee has, in its report, affirmed that no personnel have been denied access to the Audit Committee.
25. CORPORATE SOCIAL RESPONSIBILITY
The company's CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in “Annexure 4” of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Company's website and can be accessed athttps://www.rammingmass.com/our-policies. php#investor-tab.
27. RISK MANAGEMENT POLICY
The Company has developed a very comprehensive Risk Management Policy under which all key risk and mitigation plan are compiled in three stages i.e. Risk assessment/ evaluation, Risk Reporting and Management of the risk evaluated and reported. The objective of the policy is to create and protect shareholders' value by minimizing threats or losses, and identifying and maximizing opportunities. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting. This Policy is available on the Company's website and can be accessedhttps:// www.rammingmass.com/our-policies.php#investor-tab.
28. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
In order to prevent sexual harassment of women at workplace “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” was notified on December 09, 2013, under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee.
In terms of the provisions of the said Act, the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace.
Company has formed an “Internal Complaints Committee” for prevention and redressal of sexual harassment at Workplace. The Committee is having requisite members and is chaired by a senior woman member of the organization. The following is a summary of sexual harassment complaints received and disposed off during the year 2025-26:
Number of complaints pending at the beginning of the Financial Year : NIL
Number of complaints received during the Financial Year : NIL Number of complaints disposed off during the Financial Year : NIL Number of complaints unsolved at the end of the Financial Year Number of cases pending for more than ninety days : NIL
29. Disclosure under the Maternity Benefit Act, 1961
The provisions of the Maternity Benefit Act, 1961 are applicable to the Company. However, during the financial year 2025-26, there were no instances requiring compliance under the said Act. The Company remains committed to adhering to all applicable labour and welfare legislations.
30. NOMINATION AND REMUNERATION POLICY
The Company's policy on Appointment and Remuneration of Directors, Senior Management Personnel and other matters as per the provisions of section 178 (3) of the Act is available on the Company's website and can be accessed athttps:// www.rammingmass.com/our-policies.php#investor-tab.
Further, the silent features of the policy have been disclosed in the Corporate Governance Report, which is a part of this Report.
31. PARTICULARS OF EMPLOYEES
In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company upto the date of the 17th Annual General Meeting.
The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in ‘Annexure-5’ and forms part of this Report.
32. DEPOSITS FROM PUBLIC
During the financial year under review, the Company has neither invited nor accepted or renewed any deposit from public, shareholders or employees and no amount of principal or interest on deposits from public is outstanding as at the Balance Sheet date in terms of provisions of section 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.
33. I NTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
Pursuant to provisions of Section 134(M) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ‘Annexure 6’ to this report.
35. STATUS OF CASES FILED UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
The company has neither made any application nor any application made against the Company during the financial year 2025-2026.
36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated under Listing Regulations is presented in a separate section forming part of this Report.
37. CORPORATE GOVERNANCE
The Company has complied with the requirements of corporate governance as stipulated under the listing regulations. The corporate governance report and certificate from practicing Company Secretary confirming compliance of conditions as required by Regulation 34(3) read with Part E of Schedule V of the Listing Regulations are forming part of this Report.
38. CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS AND SENIOR MANAGEMENT
The code of conduct has been circulated to all the members of the Board and Senior Management Personnel and they have affirmed their compliance with the said code of conduct for the financial year ended on March 31, 2026.
A declaration to this effect signed by Mr. Rajesh Kabra, Managing Director and Mr. Deepak Jaju, Chief Financial Officer, of the Company 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 is annexed as “Annexure A” to the Corporate Governance Report forming part of this Report.
39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) there was no dividend which is unclaimed/ unpaid for more than seven years, hence the company is not required to transfer any amount to Investor Education and Protection Fund.
40. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
i) i n the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures;
i i ) t hey 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 the affairs of the Company at the end of financial year and of the profit of the Company for that year;
iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
iv) they have prepared the annual accounts on a going concern basis;
v) 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;
vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.
41. COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India.
42. ACKNOWLEDGEMENT
Your Board is grateful for the continuous patronage of our valued customers and remains committed to serving their needs by delivering more style and comfort at every step. Our Board acknowledges and appreciates the relentless efforts by employees, workmen and staff including the Management headed by the Executive Directors who have all worked together as a team in achieving a commendable business performance year on year.
Your Board wishes to place on record their appreciation for the co-operation and support received from the Banks, Government Authorities, Customers, Suppliers, BSE, NSE, CDSL, NSDL, Business Associates, Shareholders, Auditors, Financial Institutions and other individuals/ bodies for their continued co-operation and support.
Your Board wishes to place on record its deep appreciation of the Independent Directors and the Non-Executive Directors of the Company for their great contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which helps your Company to take the right decisions in achieving its business goals and to maintain its position as one of the leading players in the Ramming Mass industry, in India and around the world.
By the Order of Board of Directors For Raghav Productivity Enhancers Limited
Sd/-
Sanjay Kabra
Date: June 01, 2026 (Chairman & Whole-Time Director)
Place: Jaipur DIN: 02552178
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