Shree Rajasthan Syntex Ltd Directors Report

The Members, Shree Rajasthan Syntex Limited

Your directors have pleasure in presenting the 46th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended on 31st March, 2026.

1.FINANCIAL SUMMARY AND HIGHLIGHTS

The Companys financial summary and highlights are summarized below:-

(Rs in Lakhs)

Particulars	Financial Year 31st March, 2026	Financial Year 31st March, 2025
Revenue from operations	1,386.08	1,330.74
Other Income	153.30	345.90
Total Revenue (A)	1,539.38	1,676.64
Total Expenses (B)	2,097.51	3,028.10
Profit/(loss) before exceptional items and tax (A) - (B)	(558.13)	(1,351.69)
Exceptional items (gain)	(249.51)	(86)
Profit / (Loss) before tax	(807.64)	(1,437.69)
Less: Tax expense	-	-
Profit / (Loss) for the period	(807.64)	(1,437.69)
Other comprehensive Income (Net of Tax)	(31.67)	29.32
Total Comprehensive Income for the period (Comprising profit after tax and other comprehensive income after tax for the period)	(839.31)	(1,408.37)

2.FINANCIAL PERFORMANCE

During the year under review, the Company continued to face challenging business conditions. However, the Company witnessed an improvement in its financial performance, with its loss decreasing to Rs. 839.31 Lakhs as compared to a loss of Rs. 1,408.37 Lakhs in the previous financial year. The total revenue of the Company for the year stood at Rs. 1,539.38 Lakhs, as against Rs. 1,676.64 Lakhs in the preceding financial year.

Your Directors and Management along with the entire team, are taking all possible action to ensure that we are able to sustain our financial productivity and business operational developments in spite of all adverse external conditions and competition.

3.SHARE CAPITAL

The Authorised Share Capital as on 31st March, 2026 was Rs. 47,50,00,000/- (Rupees Forty- Seven Crores Fifty Lakhs only), comprising of Rs.41,50,00,000/- divided into 4,15,00,000 Equity Shares of Rs. 10/- each and Rs. 6,00,00,000/- divided into 6,00,000 Preference Shares of Rs. 100/- each of the company.

The Paid- up share capital as on 31st March, 2026 was Rs. 40,73,73,010/- divided into 4,07,37,301 Equity Shares of Rs. 10/- each of the Company.

The Company has 1,70,000 Non- Convertible Cumulative Redeemable Preference Shares of 100 each, carrying a dividend rate of 11%. These preference shares have been classified as a financial liability in accordance with the applicable accounting standards.

Increase in Authorised Share Capital:

During the year under review, the Company increased its Authorised Share Capital from 34,50,00,000/- (Rupees Thirty- Four Crores Fifty Lakhs only), comprising 2,85,00,000 Equity Shares of 10/- (Rupees Ten only) each and 6,00,000 Redeemable Preference Shares of 100/- (Rupees One Hundred only) each, to 47,50,00,000/- (Rupees Forty- Seven Crores Fifty Lakhs only), comprising 4,15,00,000 Equity Shares of 10/- (Rupees Ten only) each and 6,00,000 Redeemable Preference Shares of 100/- (Rupees One Hundred only) each. The said increase in Authorised Share Capital was approved by the members at the Annual General Meeting of the Company held on 10th September, 2025.

Increase in Paid-Up Share Capital:

During the year under review, the Paid- up Share Capital of the Company was increased by Rs. 12,72,50,000/- (Rupees Twelve Crores Seventy- Two Lakhs Fifty Thousand only), comprising 1,27,25,000 Equity Shares of Rs. 10/- (Rupees Ten only) each, as detailed below:

a. The Company issued and allotted 81,25,000 (Eighty-One Lakhs Twenty-Five Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each, on a preferential basis for consideration in cash, at an issue price of Rs. 13.25/- per Equity Share.

b. The Company also issued and allotted 46,00,000 (Forty- Six Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each on a preferential basis, against conversion of existing unsecured loans of the Promoter Group and NonPromoter(s) of the Company, at an issue price of Rs. 13.25/- per Equity Share.

4. LISTING INFORMATION

The Equity Shares in the Company continue to be listed on the BSE Platform and in dematerialized form. The ISIN No. of the Company is INE796C01011.

5.DIVIDEND

In view of the losses incurred by the Company during the year under review, the Board of Directors does not recommend any dividend for the financial year under review.

The Companys Dividend Distribution Policy is available on the website of the Company at the following link: Dividend Distribution Policy.

6.TRANSFER TO RESERVES

Your directors do not propose to transfer any amounts to the general reserves of the Company; instead, they have recommended to retain the entire losses for the financial year ended March 31, 2026 in the profit and loss account for the year under review.

7. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time ("Rules"), dividends remaining unpaid or unclaimed for a consecutive period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to the Investor Education and Protection Fund ("IEPF").

Further, pursuant to the applicable provisions of the Companies Act, 2013 and the Rules, shares in respect of which dividend has remained unpaid or unclaimed for a continuous period of seven years from the date of transfer of such dividend to the Unpaid Dividend Account, excluding cases where transfer of such shares is stayed by an order of the Court, Tribunal or any Statutory Authority, are also required to be transferred to the IEPF.

Any person whose unclaimed dividend, shares, matured deposits, matured debentures, application money due for refund, interest thereon, sale proceeds of fractional shares, redemption proceeds of preference shares or any other amount has been transferred to the IEPF may claim the same from the IEPF Authority by making an electronic application in Form IEPF- 5, in accordance with the prescribed procedure. Upon submission of Form IEPF- 5, the claimant is required to take a printout of the form and send the duly signed physical copy along with the requisite documents, as specified in the form, to the Nodal Officer of the Company at its Registered Office. The prescribed e- form is available on the website of the Ministry of Corporate Affairs at www.iepf.gov.in.

Shareholders are requested to contact the Registrar and Transfer Agent ("RTA") of the Company for enclosing any unclaimed dividend, interest or principal amount, if any, standing to the credit of their account.

The details of unpaid/unclaimed dividend and the corresponding shares transferred by the Company to the IEPF are available on the website of the Company at the following links:

List of Shareholders - IEPF List of Shareholders - Dividend Transferred to IEPF

During the year under review, no amount of unclaimed or unpaid dividend was required to be transferred to the IEPF.

8. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

i. aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil

ii. number of shareholders who approached listed entity for transfer of shares from suspense account during the year: Nil

iii. number of shareholders to whom share were transferred from suspense account during the year: Nil

iv. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil

v. voting rights on shares which remain frozen till the rightful owner of such shares claims the shares: Nil

9.DEPOSITS FROM PUBLIC

The Company, during the year, has not invited/ accepted any deposit other than the exempted deposit as prescribed under the provisions of the Companies Act, 2013, and the rules framed thereunder, as amended from time to time. Hence, there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

However, during the financial year the Company has borrowed money(ies) from other company and an employee of the company not exceeding his annual salary under a contract of employment with the company in the nature of non- interest- bearing security deposit in pursuant to Rule 2(c)(vi) and Rule 2(c)(x) of the Companies (Acceptance of Deposits) Rules, 2014, amended from time to time, respectively.

10.PARTICULARS OF LOANS.GUARANTEES OR INVESTMENTS UNDER SECTION 186

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 ("the Act") form part of the Notes to the financial statements provided in this Integrated Annual Report.

11.CHANGE IN THE DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on the date of this report, the Company has the following Board of Directors (BODs) as per Section 2(10) and Section 149(1) of the Act and Regulation 17 of the SEBI (LODR) 2015:

S. No	Name of the Directors	DIN	Designation
1	Anubhav Ladia	00168312	Whole Time Director & Chief Financial Officer
2	Vikas Ladia	00256289	Managing Director & Chief Executive Officer
3	Sandeep Kumar Jain (Re-appointed w.e.f. 12th August 2026)	01116047	Independent Director
4	Manju Datta (Re-appointed w.e.f. 17th March 2026)	09010395	Independent Director
5	Rajiv Sharma	01342224	Independent Director

(A) Retirement by rotation

In accordance with the provisions of Section 152(6) of the Act read with the rules made thereunder and the Companys Articles of Association, Mr. Vikas Ladia, Managing Director (DIN: 00256289) of the company is liable to retire by rotation at the 46th AGM for re- appointment in this ensuing annual general meeting.

(B) Changes in Board of Directors & Key Managerial Personnel:

The following changes occurred during the year in the composition of the board of directors and key managerial personnel:

Sr.	Name of Director & KMP	DIN	Date of Appointment	Nature Change	Of Date of Change/Resignation/Designation	Designation
1	Mr. Rahul Bolia	-	06/01/2024	Resignation	24/12/2025	Company Secretary & Compliance Officer
2	Mrs. Sonia Mundra	-	27/12/2025	Appointment	-	Company Secretary & Compliance Officer
3	Mrs. Manju Datta	09010395	17/03/2021	Re-appointed for a second term of five consecutive years	17/03/2026	Independent Director

12.MEETINGS OF THE BOARD

During the year under review, the Board of Directors of the Company met 6 (Six) times. The details of the Board Meetings and the attendance of the directors are provided in the table.

Sr. No.	Date of Board Meeting	Directors Strength	Directors Present
1.	23rd May, 2025	5	5
2.	11th August, 2025	5	5
3.	11th November, 2025	5	4
4.	28th November, 2025	5	5
5.	28th December, 2025	5	5
6.	06th February, 2026	5	5

The frequency and quorum of the meetings of the Board of Directors and its Committees, as applicable, and the intervening period between any two consecutive meetings were in conformity with the provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and the Secretarial Standards issued by the Institute of Company Secretaries of India ("Secretarial Standards").

The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2025- 26 are given in the Corporate Governance Report which forms part of this Annual Report.

13. DIRECTOR RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)(c) OF THE COMPANIES ACT, 2013

Your Directors hereby confirm that:

i.) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

iii.) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv.) The directors had prepared the annual accounts on a going concern basis;

v.) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

14.FORMALANNUALEVALUATION

The evaluation/assessment of the Directors and KMPs of the Company is to be conducted on an annual basis to satisfy the requirements of the Act and Listing Regulations. The Company is having a Policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors which includes criteria for their performance evaluation. The said criteria provide certain parameters like Attendance, Availability, Time spent, Preparedness, Active participation, Analysis, Objective discussions, Probing and testing assumptions,

Industry and Business knowledge, Functional expertise, Corporate Governance, Development of Strategy and Long Term Plans, Inputs in strength area, Directors obligation and discharge of responsibilities, Quality and value of contributions and Relationship with other Board Members etc. which is in compliance with applicable laws, regulations and guidelines.

During the year under review, a separate mechanism was carried out by the Board internally at the time of the meeting itself for formal annual evaluation of its own performance and that of its Committees and individual Directors, including the Chairman of the Board, on the parameters as mentioned above. Performance evaluation of Independent Directors was carried out by the entire Board and the performance evaluation of all the Directors individually was also carried out by the Nomination and Remuneration Committee in its meeting. Performance evaluation of the Chairman and Non- Independent Directors was also carried out separately at the Meeting of Independent Directors.

15. POLICY ON DIRECTORSAPPOINTMENT AND REMUNERATION:

The broad terms of reference of the Nomination and Remuneration Committee ("NRC") of the Company are as under:

To identify suitable persons and recommend them as suitable candidates to fill up vacancies on the Board or augment the Board and Senior Management.

To lay down criteria for the evaluation of the Board, including Independent Directors, and carrying out evaluation of every Directors performance.

To formulate criteria for determining qualifications, positive attributes and independence of a Director and recommending to the Board, appointment, remuneration and removal of Directors and Senior Management.

Ensuring that the remuneration paid to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay, reflecting short- term and long- term performance objectives appropriate to the working of the Company and its goals.
Devising a policy on Board diversity.

To do such acts as specifically prescribed by the Board.

To carry out such other activities as may be prescribed under the Companies Act, 2013, read with the Rules and regulations as may be specified by the regulator from time to time, including any modification or amendment thereto.

The Company has adopted a Nomination and Remuneration Policy as recommended by the "NRC" and the objective of the Nomination and Remuneration Policy is to ensure rationale and objectivity in the appointment and remuneration of the Directors, Senior Management Personnel and employees of the Company. The Policy also provides for bringing in a pragmatic methodology in screening of candidates who may be recommended for the position of Directors and to establish effective evaluation criteria to evaluate the performance of every Director.

The Policy also serves as a guiding principle to ensure good Corporate Governance as well as to provide sustainability to the Board of Directors of the Company. The remuneration paid to the Directors of the Company is in accordance with the provisions of the Companies Act, 2013 and the Remuneration Policy adopted by the Company.

The Nomination and Remuneration Policy is available on the website of the Company at Nomination and Remuneration Policy.

The NRC evaluated the performance of the Board, its Committees and individual Directors during the year.

16.DECLARATION BY INDEPENDENT DIRECTOR

The Company has received a declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub- section (6) of Section 149 of the Act and Regulation 16(b) of Listing Regulations, compliance with the code of conduct as per Schedule IV of the Act and the Independent Directors are independent of the management. As mandated by the Ministry of Corporate Affairs, they have also completed their registration on the databank of Independent Directors created by MCA and Indian Institute of Corporate Affairs.

Code Of Conduct of Independent Directors

Independent Directors are persons who are not related with the company in any manner. A code of conduct is required for them for their unbiased comments regarding the working of the company. They will follow the code while imparting in any activity of the company.

The policy deals with the code of conduct of the Independent Directors, their duties and responsibilities towards the company, and is available at the website http://www.srsl.in/

17. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

The Independent Directors have been familiarised with their roles, rights and responsibilities in the Company by specifying the same in their appointment letters, along with necessary documents, reports and internal policies to enable them to familiarise themselves with the Companys procedures and practices.

The Company has, through presentations at regular intervals, familiarised and updated the Independent Directors with the strategy, operations and functions of the Company. The details of such familiarisation programmes for Independent Directors are explained in the Corporate Governance Report, which forms part of this Annual Report.

18.COMMITTEES OF BOARD OF DIRECTORS

As on 31st March, 2026, the Board has four Committees, namely, the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee and the Sub- Committee.

A detailed note on the composition of the Board and its Committees and other relevant details is provided in the Corporate Governance Report, annexed to this report as Annexure 6.

19.NOMINATION AND REMUNERATION POLICY

The Companys policy on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other related matters, is available on the website of the Company at Nomination and Remuneration Policy.

The policy briefly includes:-

1. Appointment/re-appointment Criteria and Qualifications of Director, KMPs, SMPs and other employees as may be decided by the Board of Directors

2. Term / Tenure of Director, KMPs, SMPs

3. Familiarization programme for Independent Directors

4. Criteria for evaluation

5. Removal and Retirement of Directors, KMPs, SMPs

6. Provisions relating to remuneration of Director, KMPs, SMPs

7. Policy on Board Diversity

There is no change in the Policy during the Financial Year 2025- 2026.

20.AUDITORS AND AUDIT REPORTS

1.Statutory Auditors and Audit Report

M/s. Doogar & Associates, Chartered Accountants (Firm Registration No.000561N), New Delhi, was appointed as the Statutory Auditors of the Company to hold office for a second term of five years from the conclusion of the 42nd AGM of the Company held on 9th September, 2022, till the conclusion of the 47th AGM to be held in the year 2027. The requirement for the annual ratification of auditors appointment at the AGM has been omitted pursuant to the Companies (Amendment) Act, 2017, notified on May 7, 2018.

As required under the provisions of Section 139(1) of the Companies Act, 2013, the company has obtained a written certificate from the above- mentioned Auditor to the effect that they confirm with the limits specified in the said Section and they have also given their peer review certificate and eligibility certificate stating that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013.

Further the observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self- explanatory and do not call for any further comment.

The Audit Report on the Financial Statements for the financial year 2025- 26 does not contain any qualifications, reservations or adverse remarks except mentioned below.

Auditors remark: Note 41, indicates the existence of material uncertainties that may cast significant doubt about the Companys ability to continue as a going concern. However, based on managements assessment of future business projections and other mitigating factors as described in the said note, which, inter alia, is dependent on improvement in operational performance of the Company, the management is of the view that the going concern basis of accounting is appropriate for preparation of accompanying financial statements.

Explanation by the Board:

As stated in Note 41 of the financial statements, after successful completion of the Pre Package Insolvency Resolution Plan (PPIRP), the Company now has a positive Net Worth and has significantly reduced its current liabilities in FY 2025- 26. The Company raised Equity Share Capital through Preferential Allotment during FY 2025- 26 and recently made a Capital Expenditure for a 1 MW Solar Plant for Captive consumption, reducing its cost of Operations.

Keeping all the above in view along with Managements assessment of future business Projections, the financial statements have been prepared on going concern basis.

II. Cost Auditors and Cost Audit Report

In terms of Section 148 of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records for the Textile business. The accounts and records are made and maintained accordingly by the Company.

M/s. K.G. Goyal & Co., Cost Accountants, (Firm Registration No.000017), Jaipur was appointed as Cost Auditors of the Company for conducting the Audit of cost records maintained by the Company for the financial year 2025- 26. The Cost Audit Report for the financial year 2025- 26 does not contain any qualification, reservation or adverse remark.

Further, the Board of Directors has approved the re- appointment of M/s. K. G. Goyal & Co., Cost Accountants (Firm Registration No.000017), Jaipur as Cost Auditors for conducting the Audit of the cost records maintained by the Company for the financial year 2026- 27. The remuneration proposed to be paid to them requires ratification by the shareholders of the Company in this AGM. In view of this, the Board of Directors recommends a remuneration plus applicable GST and reimbursement of travelling expenses and out- of- pocket expenses (at actual) to the Cost Auditors to be ratified by the shareholders at the 46th AGM.

III. Secretarial Auditors and Secretarial Audit Report

In compliance with the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. HM & Associates, Practicing Company Secretaries (FRN: P2025GJ103300 and Peer Review No.: 6987/2025), Ahmedabad, have been appointed as the Secretarial Auditors of the Company for conducting the Secretarial Audit for five consecutive financial years, commencing from the financial year 2025- 26 to the financial year 2029- 30.

M/s. HM & Associates have conducted the Secretarial Audit for the financial year 2025- 26, and their report is attached as Annexure I to this Annual Report. The Secretarial Audit Report confirms that the Company has complied with the relevant provisions of the Companies Act, 2013, and other applicable laws, regulations, and guidelines. The report does not contain any qualification, reservation, or adverse remark.

Auditors Observation: The Company was levied a penalty of 141,300/- under Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in relation to the disclosure of Related Party Transactions ("RPTs"). The Company had duly disclosed the relevant RPTs; however, the date 30.09.2024 was inadvertently mentioned in place of the correct date 30.09.2025 in the RPT disclosure. The said error was clerical/typographical in nature and was subsequently rectified by the Company by re- filing the revised disclosure with BSE, with all other particulars and disclosures remaining unchanged.

Accordingly, the aforesaid non- compliance was inadvertent and procedural in nature and did not involve any substantive omission or suppression of the relevant RPT information.

Explanation by the Board: Self- Explanatory

IV. Internal Auditors and Internal Audit Report

The Board of Directors has approved the appointment of M/s. K.G. Bhatia & Co., Chartered Accountants (Firm Registration No.: 010370C), Udaipur, as the Internal Auditors of the Company for conducting the Internal Audit for five financial years, commencing from the financial year 2024- 25 to the financial year 2028- 29.

The Internal Audit Reports were received quarterly by the Company and were reviewed by the Audit Committee and the Board of Directors for each quarter.

21. REPORTING OF FRAUDS BY AUDITORS

During the period under review, neither the statutory auditors nor the secretarial auditors nor the cost auditors reported to the Audit Committee, under section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

22. RISK MANAGEMENT POLICY
The Company operates in conditions where economic, environmental and social risks are inherent to its businesses. In managing risk, it is the Companys practice to take advantage of potential opportunities while managing potential adverse effects.

In line with the Listing Regulations and as per the requirement of Section 134(3)(n) of the Act read with the Rules made thereunder, as amended, the Board has already framed a comprehensive Risk Management Policy to oversee the mitigation plan, including identification of elements of risk, for the risks faced by the Company, which, in the opinion of the Board, may threaten the existence of the Company.

The Risk Management Policy is available on the website of the Company at Risk Management Policy.

The objective of the Policy is to establish an effective risk management system to ensure the long- term viability of the Companys business operations. During the year under review, the same was reviewed half- yearly by the Audit Committee of the Company.

The Risk Management Plan comprised the following five steps:

1. Identification of risk

2. Defining the risk in detail

3. Analyzing the risk

4. Evaluating various aspects linked to the risk

5. Treatment of risk

23. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Whistle Blower Policy wherein the Directors and employees are free to report violations of laws, rules, regulations or unethical conduct, and actual or suspected fraud, to their immediate supervisor or provide direct access to the Chairman of the Audit Committee in exceptional cases or such other persons as may be notified by the Board.

The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The Whistle Blower Policy of the Company is also available on the website of the Company at Whistle Blower Policy.

During the year under review, no whistle blower event was reported, and the mechanism is functioning well. Further, no personnel has been denied access to the Audit Committee. The details of the Whistle Blower Policy/Vigil Mechanism are given in the Corporate Governance Report, annexed to this report as Annexure 6.

24. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web- based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Investor can send their query to http://www.srsl.in/

Particulars	Nos.
Number of Complaints Received at the Beginning of the Financial Year	0
Number of Complaints Received During Financial Year	1
Number of Complaints Resolved During Financial Year	1
Number of Complaints Pending at the End of the Financial Year	0

25.PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to providing a safe and conducive work environment to all its employees and associates. The Company has created a framework for individuals to seek recourse and redressal in instances of sexual harassment. The Company has in place a Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act, 2013"). The Policy formulated by the Company for prevention of sexual harassment is available on the website of the Company at Policy on Prevention of Sexual Harassment.

The Company has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for reporting and conducting inquiries into complaints made by victims regarding sexual harassment at the workplace.

During the year under review, no complaint pertaining to sexual harassment at the workplace was received by the Company.

The details of sexual harassment complaints received and disposed of during the financial year 2025- 26 are given in the Corporate Governance Report, annexed to this report as Annexure 6.

26.COMPLIANCE WITH THE MATERNITY BENEFIT ACT 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post- maternity support such as nursing breaks and flexible return- to- work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

The summary of maternity benefit- related records for the financial year is as follows:

Particulars	Nos.
Number of women employees working	1
Number of women employees eligible for Maternity Benefit	0
Number of women employees who availed Maternity Benefit	0

27.CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The provisions of Section 135 of the Act relating to Corporate Social Responsibility are not applicable to the Company. However, the Company has generally taken corporate social responsibility initiatives. The Company made efforts for the betterment and upliftment of the living standards of Scheduled Castes and Scheduled Tribes dwelling in the adjoining areas of Dungarpur by providing them training and employment.

28.ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Company shall place a copy of the Annual Return as on 31st March, 2026 on the Companys website at Annual Return / Financial Results.

By virtue of the amendment to Section 92(3) of the Companies Act, 2013 and pursuant to the Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs and published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MG1- 9 are not required to be annexed to this report.

29.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangements and transactions entered into by the Company during the financial year 2025- 26 were carried out on an arms length basis.

The disclosure of particulars of contracts/arrangements entered into by the Company with Related Parties referred to in sub- section (1) of Section 188 of the Act, in Form No. AOC- 2, is annexed to this report as Annexure 2.

The Related Party Transaction Policy is available on the website of the Company at Related Party Transaction Policy.

30.PARTICULARS OF THE EMPLOYEES

Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a detailed statement is annexed to this report as Annexure- 3.

Further, with respect to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names of the top ten employees in terms of remuneration drawn are listed below:

S. No	Name of the Employee	Designation of the Employee	Remuneration received (Rs.)	Nature of employment whether contractual or otherwise	Qualifications and experience of the employee	Date of Commencement of employment	The age of such employee (years) as on 31st March 2026	The last employment held by such employee before joining the company	The % of equity shares held by the employee in the company within the meaning of clause (iii) of sub-rule (2) above
1.	Mr. Suresh Chandra Joshi	Vice President (PA & IR)	1414380	Permanent	M.A. (Economics), P.G. Diploma in Labour Law, Labour Welfare and Personnel Management & L.L.B. Exp.- 37 years	18/06/2015	66 Years	RSWM Ltd.	0.00
2.	Mr. Vinod Kumar Ladia	Special Executive	1096000	Permanent	B. E. (Textile Engineering), MBA-IIM, Ahmedabad Exp.- 55 Years	15/11/1979	80 Years	J. K. Synthetic Limited (1968-1979)	2.29%
3.	Mr. Kameshwar Roy	Chief Engineer	787690	Permanent	Polytechnic Diploma in Mechanical Exp.- 36 years	01/08/2011	62 Years	Punsumi India Ltd. Bhiwadi	0.00
4.	Mr. Sunil Thapliyal	Sr. Manager R&D	517580	Permanent	MSC, Diploma in Textile Exp.- 43 Years	01/11/2011	68 years	Shayona Cement Corp, Malavi (Central Africa)	0.00
5.	Mr. Harish Ajmera	Manager Accounts	503520	Permanent	M.COM More than 31 years	01.01.1997	56 years	Ruchi Soya Ltd.	0.00
6.	Mr. Alankar Tomar	Manager IT	494219	Permanent	BCA, MCA	05.11.2016	59 years	Banswara Syntex	0.00
7.	Mr. P S Chundawat	Manager	4,49,748	Permanent	M.A.	09.12.1997	61 years	Rajasthan Petro	0.00
8.	Mr. Kamal Chordia	Manager (commercial)	412800	Permanent	M.COM	25/08/2003	52 years	-	0.00
9.	Mr. Naresh Chauhan	Manager (Commercial)	333938.00	Permanent	B.Com	07.01.2018	52 years	-	0.00
10.	Mr. Ather Baig	Maintenance	386838.00	Permanent	B.Tech	11/10/2013	51 years	TGRA Polypie Ltd Jaipur	0.00

*None of the aforesaid employees (except Mr. Vinod Ladia) is a relative of any director or manager of the Company.

#Mr. Vinod Ladia is father of Mr. Vikas Ladia and Mr. Anubhav Ladia.

Pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended by the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, none of the employees of the Company are in receipt of remuneration exceeding Rs. 1,02,00,000/- per annum, if employed throughout the year or Rs. 8,50,000/- per month if employed for part of the year.

During the financial year, none of the employees of the Company received remuneration, in aggregate or at a rate, exceeding the remuneration drawn by the Managing Director, Whole- time Director or Manager. Further, none of the employees of the Company held, either individually or together with their spouse and dependent children, 2% or more of the equity shares of the Company.

31. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company continuously strives to conserve energy, adopt environment- friendly practices and employ technology for more efficient operations.

Pursuant to Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant details of conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed to this report as Annexure - 4.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, the operations of the company are reviewed in detail in the Management Discussion and Analysis Report which is annexed to this report as Annexure - 5.

33.CORPORATE GOVERNANCE

Your Company is compliant with the norms on Corporate Governance as provided in the Listing Regulations. The Report on Corporate Governance for the financial year 2025- 26 is annexed to this report as Annexure - 6 along with the certificate on compliance of conditions of corporate governance issued by M/s. HM & Associates, Secretarial Auditor.

34.OTHER COMPLIANCES

34.1 Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

There were no material changes and commitments which occurred after the close of the year till the date of this report, which may affect the financial position of the Company.

34.2 Significant and material orders:

Please refer to note 40 to the Financial Statements.

34.3 Details in respect of adequacy of internal financial controls:

For detailed discussion with reference to adequacy of internal financial controls, please refer to Management Discussion and Analysis Report annexed to this report as Annexure- 5.

34.4 Disclosure of Accounting Treatment in preparation of Financial Statements:

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS). The Ind AS are prescribed under section 133 of the Act, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting Policies have been consistently applied except where a newly issued accounting standard is initially adopted, or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

34.5 Details of Subsidiary/ Joint Ventures / Associate Companies / and its Performance: Your company has no Subsidiary / Joint Ventures / Associate Companies.

35.INSURANCE

The properties/assets of the Company are adequately insured.

36.SECRETARIALSTANDARDS

The Company has adhered to applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meeting of the Board of Directors and ‘General Meetings.

37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016: (IBC)
There were no applications which are made by or against the company under the Insolvency and Bankruptcy Code, 2016 during the year.

38. OTHER DISCLOSURES

Other disclosures with respect to Boards Report as required under the Act and the Rules notified thereunder are either NIL or NOT APPLICABLE.

39. ACKNOWLEDGMENT

Your directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Auditors, Customers, Suppliers, Share Transfer Agent and Regulatory Authorities and other stakeholders of the Company.

The Directors place on record their deep appreciation of the dedication of your Companys employees at all levels and look forward to their continued support in the future as well. Your directors are thankful to the shareholders for their continued patronage.

	For and on behalf of the Board of Directors
	For Shree Rajasthan Syntex Ltd.
Date : September 03rd, 2026	Sd/-	Sd/-
Registered : Plot No. 106, Opposite Fire Brigade	Vikas Ladia	Anubhav Ladia
Office Station, Syntex Chauraha, Bhicchiwara Road, Dungarpur, Rajasthan, India, 314001	(Managing Director and CEO)	(Whole Time Director and CFO)
	DIN: 00256289	DIN: 00168312