(SECTION 134 OF THE COMPANIES ACT, 2013)
To The Members
Raunaq International Limited
Your Directors have pleasure in presenting the 61st Annual
Report of your Company together with the Audited Financial Statements and the
Auditors' Report thereon for the Year ended 31 March, 2026.
FINANCIAL RESULTS
The highlights of Financial Results of your Company are as follows:
FINANCIAL RESULTS
| Particulars |
Yearended 31 March, 2026 |
Yearended 31 March, 2025 |
| Revenue from Operations and other income |
3689.37 |
2206.43 |
| Profit before Finance Cost and Depreciation |
63.30 |
110.18 |
| Finance Cost |
36.95 |
6.79 |
| Depreciation |
4.57 |
3.56 |
| Profit Before Tax |
21.78 |
99.83 |
| Less: Tax Expense |
12.63 |
(22.11) |
| Profit for the Year |
9.15 |
121.94 |
| Other Comprehensive Income |
|
|
| Items that will not be reclassified to Profit and Loss (net
of tax) |
3.28 |
(0.52) |
| Total Comprehensive Income for the year |
12.43 |
121.42 |
| Surplus in Statement of Profit and Loss |
Yearended 31 March, 2026 |
Yearended 31 March, 2025 |
| Opening balance |
(1248.92) |
(1370.34) |
| Add: Profit for the year |
12.43 |
121.42 |
| Less: |
|
|
| Proposed Dividend-Equity |
- |
- |
| Tax on distributed profits |
- |
- |
| Transferred to General Reserve |
- |
- |
| Closing Balance |
(1236.49) |
(1248.92) |
Dividend
During the Financial Year 2025-26, the Company has earned a profit
R9.15 Lakhs. But, in order to conserve the resources for the future contingencies, your
directors have not recommended any dividend on Equity Shares of the Company for the year
ended 31 March, 2026.
Business Operations
During the year under review, the Company witnessed a significant
upturn in its total revenue, increasing from R2206.43 Lakhs in the Financial Year 2024-25
to R3689.37 Lakhs in Financial Year 2025-26. This growth was achieved even as the Company
navigated a difficult financial environment for the EPC sector. Operating and net profit
margins moderated to 3.01% and 0.25% respectively from the last year, largely on account
of higher operating expenses associated with scaling up execution.
Despite challenges in securing Bank Guarantees due to stringent banking
norms impacting the EPC industry, the Company actively participated in select tenders. As
a result of these efforts, the Company successfully secured a prestigious work order from
Mahan Energen Limited for the ‘2x800 MW Ultra Supercritical Thermal Power Plant
(Phase-III)' project, located at Village Bandhaura, PO: Karsualal, Tehsil: Mada,
District: Singrauli, Madhya Pradesh. This contract, valued at R1540.00 Lakhs, was secured
during the year under review.
Further reinforcing its market presence, the Company has also secured
two orders in the current Financial Year 2026-27 from Adani Cement Limited, AT & PO:
Uparwahi, Taluka: Korpana Chandrapen, Maharashtra, amounting to R 1085.00 Lakhs for supply
of materials for raw water piping and R 725.00 Lakhs for erection works.
Due to unavailability of banking facilities, the Company was unable to
bid for more new jobs during the period under review. Further, the Company has continued
its trading activities alongside EPC projects during the year to sustain a level of
revenues and profitability of the Company.
In addition to EPC activities, the Company recorded a revenue of
R1839.33 Lakhs (inclusive of the total revenue) from its trading operations in alloy steel
for auto components. This segment has demonstrated promising growth potential land is
expected to contribute meaningfully alongside the EPC business in the coming years.
Future Outlook
Having successfully transitioned from a loss-making to a
profit-generating entity, the Company is now strategically positioned to pursue new EPC
tenders. The Company plans to leverage its extensive industry experience while actively
exploring opportunities to enhance bank guarantee limits, supported by its improved
financial credentials. The Company also seeks to explore opportunities within the trading
sector, particularly in the auto component industry. Our commitment lies in timely project
execution, fueled by top-notch engineering capabilities. We are equally dedicated to
advancing our trading activities alongside our EPC projects, all within the confines of
our available banking facilities.
Indian Accounting Standards ("Ind AS")
The financial statements for the year ended 31 March, 2026 have been
prepared in accordance with the Indian Accounting Standards ("Ind AS") as
required under the provisions of Section 133 of the Companies Act, 2013 read with rules
made there under, as amended.
Management Discussion and Analysis
A detailed analysis of the Company's operations in terms of
performance in markets, business outlook, risk and concerns forms part of the Management
Discussion and Analysis, a separate section of this report.
Directors' Responsibility Statement
Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act,
2013, your Directors confirm that:-
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(b) 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 as at 31 March, 2026
and of the Profit and Loss of the Company for the period ended on that date;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis;
(e) 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
(f) 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.
Related Party Contracts and Arrangements
The contracts or arrangements of the Company with related parties
during the period under review referred to in Section 188(1) of the Companies Act, 2013
were in ordinary course of business and on arm's length basis. During the year, the
Company had not entered into any contract/arrangement/ transaction with related parties
which could be considered material in accordance with the related party transaction policy
of the Company. Thus, there are no transactions which are required to be reported in the
prescribed Form AOC-2 of the Companies (Accounts) Rules, 2014.
Further, during the Financial Year 2025-26, there were no materially
significant related party transactions entered into by your Company with the Promoters,
Directors, Key Managerial Personnel or other designated persons, which might have
potential conflict with the interest of the Company at large.
As all the related party transactions are at arm's length price
and in the ordinary course of business, the same are placed before the Audit Committee for
their review. There was no related party transaction which requires approval of the Board.
During the Financial Year under review, the Audit Committee has reviewed all the ongoing
multi-year contracts/long term contracts of the Company with its related parties in
accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("the Regulations").
Related party transactions were disclosed to the Board on regular basis as per Ind AS-24.
Details of related party transactions as per Ind AS-24 may be referred to in the Notes
forming part of the Financial Statements.
The policy on Related Party Transactions as approved by the Board in
terms of provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is available on the website of the Company i.e. www.raunaqinternational.com under the link https://www.raunaqinternational.com/pdf/related
party transactions policy.pdf
Particulars of Loans, Guarantees or Investment
Details of Loans or guarantee given or security provided in terms of
the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings
of Board and its Powers) Rules, 2014 have been adequately disclosed in the financial
statements.
Directors
During the period under review, the members of the Company, at their
Annual General Meeting held on 27 August, 2025 approved the:
• Re-appointment of Mr. Naresh Kumar Verma as a Non-Executive
Director of the Company liable to retire by rotation in terms of the provisions of Section
152 of the Companies Act, 2013 up to the conclusion of the 61st AGM of the
Company in the Calendar year 2026;
• Appointment of Mr. Nagar Venkatraman Srinivasan as a
Non-Executive Independent Director of the Company for a period of 5 (Five) years from the
aforesaid Annual General Meeting (AGM) i.e. 27 August, 2025 in terms of the provisions of
Section 149 of the Companies Act, 2013.
In terms of the applicable provisions of the Companies Act, 2013 and
the Regulations, in read with Regulation 17 of the Regulations as amended, the age of Mr.
Nagar Venkatraman Srinivasan being more than seventy five years at the commencement of his
tenure.
During the Financial Year 2025-26, Dr. Sanjeev Kumar ceased to be a
Non-Executive Independent Director of the Company with effect from 29 July, 2025, due to
completion of his tenure in accordance with the provisions of the Companies Act, 2013 and
the Regulations.
Further, Mr. Rajiv Chandra Rastogi ceased to be Director of the Company
with effect from 05 October, 2025 due to his resignation.
The Board expresses its deep appreciation and gratitude towards the
contribution of Dr. Sanjeev Kumar and Mr. Rajiv Chandra Rastogi towards smooth working of
the Company during their tenure.
The Board of Directors of the Company in its meeting held on 13
November, 2025 recommended the appointment of Mr. Virender Pal Jain as a Non-Executive
Independent Director of the Company for a period of 5 (Five) years w.e.f. the date of
approval by the members by way of Special resolution passed through Postal Ballot pursuant
to the recommendation of the Nomination and Remuneration Committee of the Company in its
meeting held on even date.
Subsequently, in terms of the provisions of Regulation 17 of the
Regulations, pursuant to the recommendation of the Nomination and Remuneration Committee
and further recommendation of the Board of Directors of the
Company on 13 November, 2025, Mr. Virender Pal Jain had been appointed
as Non-Executive Independent Director of the Company for a period of 5 (Five) years by the
members of the Company vide a special resolution passed through Postal Ballot dated 26
December, 2025, effective date of appointment being 26 December, 2025 i.e. the last date
of receipt of consent from the members through Postal Ballot in terms of the Secretarial
Standards issued by the Institute of Company Secretaries of India.
The Company had received notice under Section 160 of the Companies Act,
2013 from the member of the Company proposed the candidature of Mr. Virender Pal Jain for
the office of Non-Executive Independent Director.
In terms of the provisions of Section 152 of the Companies Act, 2013
and the Articles of Association (AOA) of the Company, Mr. Naresh Kumar Verma,
Non-Executive Director of the Company retires by rotation at the ensuing Annual General
Meeting and has offered himself for re-appointment.
Therefore, in terms of the provisions of Section 152 of the Companies
Act, 2013, it has been proposed to re-appoint Mr. Naresh Kumar Verma as a Non-Executive
Director liable to retire by rotation at the ensuing Annual General Meeting (AGM) of the
Company.
Board's Opinion Regarding Integrity, Expertise and Experience
(Including the proficiency) of the Independent Directors appointed/re-appointed during the
year
The Board is of the opinion that the Independent Directors
appointed/re-appointed during the year under review are person(s) of integrity and possess
core skills/expertise/ competencies (including the proficiency) as identified by the Board
of Directors as required in the context of Company's business(es) and sector(s) for
Company to function effectively.
Number of Meetings of the Board
During the Financial Year 2025-26, 6 (Six) Board Meetings were held on
the following dates. The gap between any two meetings was not more than one hundred twenty
days as mandated under the provisions of Section 173 of the Companies Act, 2013 and
Regulation 17(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015:-
• 30 May, 2025;
• 04 August, 2025;
• 13 November, 2025;
• 28 November, 2025;
• 23 January, 2026; and
• 12 February, 2026.
Independent Directors
In terms of the provisions of Section 149(7) of the Companies Act, 2013
read with Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, all the Independent Directors of the Company have furnished a
declaration to the Company at the meeting of the Board of Directors held on 27 May, 2026
stating that they fulfill the criteria of Independent Director as prescribed under Section
149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and are not being disqualified
to act as an Independent Director. Further, they have declared 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
judgment and without any external influence.
In the opinion of the Board, all the Independent Directors fulfill the
conditions specified in the Companies Act, 2013 read with the Rules made thereunder and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are
independent of the management.
In terms of Regulation 25(7) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company had adopted a familiarization
programme for the Independent Directors to familiarize them with working of the Company,
nature of the industry in which the Company operates, business model of the Company, their
roles, rights, responsibilities, and other relevant details. During the Financial Year
2025-26, however the Company was not required to comply with the provisions of Regulation
25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
familiarization programme for the Directors has been conducted voluntarily. The details of
familiarization programme during the Financial Year 2025-26 are available on the official
website of the Company i.e. www.raunaqinternational.com
under the link: https://www.raunaqinternational.com/pdf/details-
of-familiarization-programme-for-independent-directors- FY-25-26.pdf
Policy on Appointment and Remuneration of Directors, Key Managerial
Personnel (KMP) and Senior Management Personnel
In terms of the provisions of Section 178 of the Companies Act, 2013
read with Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Nomination and Remuneration Committee (‘NRC') has formulated
a policy relating to appointment and determination of the remuneration for the Directors,
Key Managerial Personnel and Senior Management Personnel which has been adopted by the
Board of Directors of the Company. The NRC has also developed the criteria for determining
the qualifications, competencies, positive
attributes and independence of Directors and for making payments to the
Executive/Non-Executive and Independent Directors of the Company.
Your Directors affirm that the remuneration paid to the Directors, Key
Managerial Personnel, Senior Management and other employees is as per the Nomination and
Remuneration Policy of your Company.
The salient features of the Nomination and Remuneration Policy are as
under:
• Formulation of the criteria for determining qualifications,
positive attributes and independence of a Director.
> For every appointment of an Independent Director, the Nomination
and Remuneration Committee evaluates the balance of skills, knowledge and experience on
the Board and on the basis of such evaluation, prepare a description of the role and
capabilities required of an Independent Director. The person recommended to the Board for
appointment as an Independent Director shall have the capabilities identified in such
description. For the purpose of identifying suitable candidates, the Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due
regard to diversity; and
c. consider the time commitments of the candidates.
• Identification of persons who are qualified to become Director
and persons who may be appointed in Key Managerial and Senior Management positions in
accordance with the criteria laid down in the Nomination and Remuneration policy.
• Recommendation to the Board for appointment and removal of
Director, KMP and Senior Management Personnel.
• Formulation of the criteria for evaluation of performance of
Independent Directors and the Board of Directors.
• Formulation of the criteria for devising a policy on diversity
of Board of Directors.
• Deciding that whether to extend or continue the term of
appointment of the Independent Director, on the basis of the report of performance
evaluation of Independent Directors.
• Recommendation to the Board, all remuneration, in whatever form,
payable to senior management.
The said policy is available on the official website of the Company
i.e. www.raunaqinternational.com under
the link: https://www.raunaqinternational.com/pdf/nomination--
and-remuneration-policy.pdf
Evaluation Process
The Nomination and Remuneration Committee has established a framework
for the evaluation process of performance of the Board, its Committees and Individual
Directors and the same was adopted by the Board.
During the year under review, the Board of Directors at its meeting
held on 12 February, 2026 have carried out the evaluation of the performance of
Independent Directors and their independence criteria and the Independent Directors in
their meeting held on even date have evaluated the performance of the Chairman and
Non-Independent Directors and the Board as a whole and also assessed the quality, quantity
and timeliness of flow of information between the Board and Company management.
Key Managerial Personnel
The following Directors/Officials of the Company have been designated
as Key Managerial Personnel (KMP) of the Company by the Board of Directors in terms of the
provisions of Section 203 of the Companies Act, 2013 and the Regulations:
1. Mr. Surinder Paul Kanwar Chairman and Managing
Director
2. Ms. Neha Patwal Company Secretary and
CFO
There is no change in Key Managerial Personnel (KMP) of the Company
during the Financial Year ended 31 March, 2026.
Disclosure under the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
Disclosures pertaining to remuneration as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure -"A"
to this report.
Particulars of Employees
Information regarding employees in accordance with the provisions of
Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 containing particulars of top ten employees in terms of the
remuneration drawn and employees drawing remuneration in excess of the limits set out in
Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, are provided as part of the Board' Report.
However, in terms of provisions of Section 136 of the Companies Act, 2013, the Annual
Report is being sent to all the members of the Company and others entitled thereto,
excluding the
said statement. Any member interested in obtaining such particulars may
write at secretarial@raunaqintl.com . The
said information is also available for inspection at the Registered Office of the Company
during working hours till the date of Annual General Meeting.
Risk Management
A robust and integrated enterprise risk management framework is in
existence under which the common prevailing risks in the Company are identified, the risks
so identified are reviewed on periodic basis by the Audit Committee and the
management's actions to mitigate the risk exposure in a timely manner are assessed.
A risk management policy under the above said enterprise risk
management framework as approved by the Board has been adopted by the Company.
Corporate Social Responsibility
In terms of the provisions of Section 135 of the Companies Act, 2013,
the Corporate Social Responsibility Committee ("CSR Committee") is in existence
to monitor the Corporate Social Responsibility Policy of the Company as approved by the
Board and the said policy is available on official website of the Company i.e. www.raunaqinternational.com
The CSR Committee comprises of Mr. Surinder Paul Kanwar, Mr. Naresh
Kumar Verma and Mr. Virender Pal Jain.
The role of the Corporate Social Responsibility Committee includes:
(a) Formulation and recommendation to the Board, a Corporate Social
Responsibility Policy (CSR Policy) and annual action plan in pursuance of CSR Policy
consisting of list of approved projects or programs to be undertaken within the purview of
Schedule VII of the Companies Act, 2013, manner of execution of such projects, modalities
of fund utilization and implementation schedules, monitoring and reporting mechanism for
the projects, and details of need and impact assessment, if any, for the projects to be
undertaken.
(b) Monitoring the Corporate Social Responsibility Policy and annual
action plan of the Company from time to time.
(c) Recommendation of the amount of expenditure to be incurred on the
activities referred to in clause (a) above.
(d) Instituting a transparent monitoring mechanism for implementation
of the CSR projects or programs or activities undertaken by the Company.
As per the provisions of Section 135 of the Companies Act, 2013, the
Company was not required to spend any amount on CSR activities during the Financial Year
2025-26.
Audit Committee
The Audit Committee comprises of Mr. Nagar Venkatraman Srinivasan, Ms.
Preeti Goel, Mr. Naresh Kumar Verma and Mr. Virender Pal Jain.
During the year under review, Dr. Sanjeev Kumar ceased to be Chairman
of the Audit Committee on 29 July, 2025 due to the completion of his tenure as
Non-Executive Independent Director of the Company and Mr. Nagar Venkatraman Srinivasan had
been inducted as the Chairman of the Committee with effect from 30 July, 2025.
Further, Mr. Rajiv Chandra Rastogi ceased to be Member of the Audit
Committee on 05 October, 2025 due to his resignation as Non-Executive Independent Director
of the Company and Mr. Virender Pal Jain had been inducted as member of the Audit
Committee with effect from 23 January, 2026. Accordingly, the Audit Committee had been
respectively reconstituted.
Internal Complaints Committee for Prevention of Sexual Harassment
Pursuant to Section 21 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14 of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013, as
the Company doesn't have adequate women employee, the women employees of the Bharat
Gears Limited, a Company within the group have been nominated as members of the Internal
Complaints Committee (ICC) of the Company to deal with the complaints related to the
sexual harassment, where any grievances of sexual harassment at workplace can be reported.
Your Company has always believed in providing a safe and harassment
free workplace for every individual working in the Company through various interventions
and practices. The Company always endeavors to create and provide an environment that is
free from discrimination and harassment including sexual harassment.
During the year under review, ICC of all units of the Company has not
received any complaint pertaining to sexual harassment of women at workplace.
| STATUS OF COMPLAINTS FOR THE FINANCIAL YEAR ENDED 31 MARCH,
2026 |
|
| Number of Complaints of sexual harassment received during the
Financial Year 2025-26 |
NIL |
| Number of Complaints disposed off during the Financial Year
2025-26 |
NOT APPLICABLE |
| Number of Complaints pending for more than Ninety Days |
NOT APPLICABLE |
Compliance of provisions relating to the Maternity Benefits Act, 1961
The Company is in compliance of the Maternity Benefits Act, 1961
wherein all eligible women employees are entitled
to avail the benefits as prescribed. The Company remains committed to
providing the environment that upholds the rights and welfare of its women employees in
accordance with applicable laws for the time being in force.
During the Financial Year 2025-26 and upto the date of this report, no
female employee of the Company has availed or applied to avail benefits under the
Maternity Benefits Act, 1961.
Subsidiaries/Joint Ventures/Associate Companies
During the year under review, no Company has become or ceased to be
subsidiary, joint venture or associate of the Company.
Deposits
During the year under review, the Company did not accept any deposits.
Investor Education and Protection Fund (IEPF)
In terms of the provisions of Section 124(5) of the Companies Act, 2013
read with the lnvestor Education and Protection Fund (IEPF) Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 and further amendments thereto, no unclaimed dividend was
required to be transferred to the Investor Education and Protection Fund (IEPF) during the
Financial Year 2025-26, and there were no equity shares liable to be transferred into IEPF
during the Financial Year 2025-26.
Auditors
STATUTORY AUDITORS
The Statutory Auditors, M/s B.R. Maheswari & Co. LLP, Chartered
Accountants (ICAI Registration No. 001035N/ N500050) had been re-appointed as the
Statutory Auditors of the Company in the 57th Annual General Meeting (AGM) held
on 19 September, 2022 for a period of 5 (Five) years in terms of the provisions of Section
139 of the Companies Act, 2013 to hold office from the 57th AGM till 62nd
AGM in the calendar year 2027.
Report on Financial Statements
The report of M/s B.R. Maheswari & Co. LLP, Chartered Accountants
(ICAI Registration No. 001035N/N500050), the Statutory Auditors of the Company on the
financial statements of the Company for the year ended 31 March, 2026 is annexed to the
financial statements in terms of the provisions of Section 134(2) of the Companies Act,
2013. The observations of the Auditors in their report are self-explanatory and/or
explained suitably in the Notes forming part of the Financial Statements. The report of
the Statutory Auditors does not contain any qualification, reservation or adverse remark
which needs any explanation or comment of the Board.
SECRETARIAL AUDITORS
The Secretarial Auditors, M/s Sanket Jain & Co., Company
Secretaries, Jhansi (Firm Registration No. S2013UP231400) had been appointed as
Secretarial Auditors of the Company in the 60th Annual General Meeting held on
27 August, 2025 for a period of consecutive 5 (Five) years in terms of the provisions of
Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 with effect from Financial Year 2025-26 upto
the Financial Year 2029-30.
Further, due to the sudden demise of Mr. Sanket Jain (A26531),
Proprietor of M/s Sanket Jain & Co., Company Secretaries (Firm Registration No.
S2013UP231400), having their office at ‘Satyaraj', Behind Hotel Chanda, Civil
Lines, Jhansi-284002 (Uttar Pradesh) the office of the Secretarial Auditor has been
vacated.
The Board of Directors place on record their appreciation for the
services rendered by M/s Sanket Jain & Co., Company Secretaries (Firm Registration No.
S2013UP231400) during his tenure as Secretarial Auditors of the Company.
Further, the Board of Directors in its meeting held on 21 April, 2026
had appointed M/s Surya Gupta & Associates, Company Secretaries, Delhi (Firm
Registration No. I2012DE915000) having their office at Chamber No. 11, Basement, Saraswati
Bhawan, 1/4, Lalita Park, Laxmi Nagar, Delhi-110092, as the Secretarial Auditors of the
Company for the purpose of conducting Secretarial Audit for the Financial Year 2025-26
covering the scope as laid down in the Secretarial Audit Report Format under Form no. MR-3
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 under
the Companies Act, 2013 in terms of the provisions of Section 204 of the Companies Act,
2013 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Further, the Board recommends the appointment of M/s Ankita S. Jain
& Co., Company Secretaries, (Firm Registration No. S2026UP1067300) as the Secretarial
Auditors of the Company in terms of the provisions of Section 204 of the Companies Act,
2013 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 for the approval of members in the ensuing Annual General Meeting, to
hold office for a term of 5 (Five) consecutive years beginning from the Financial Year
2026-27 till Financial Year 2030-31.
Secretarial Audit
M/s Surya Gupta & Associates, Practicing Company Secretaries,
Secretarial Auditor for the Financial Year 2025-26 has conducted the Secretarial Audit of
the Company for the Financial Year 2025-26 in terms of the provisions of Section 204 of
the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Secretarial Audit Report of the Company for the
Financial Year ended 31 March, 2026 in
the prescribed form MR-3 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is enclosed as Annexure -"B" to this
report. The Secretarial Audit Report does not contain any qualification, reservation or
adverse remark which needs any explanation or comment of the Board.
Internal Financial Controls and their Adequacy
The Company has a proper and adequate system of internal financial
controls which includes the policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to Company's policies, the safeguarding
of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records and the timely preparation of reliable financial
information. During the year, such controls were tested and no material weakness in the
design or operations were observed.
Maintenance of Cost Records
During the year under review, the Company had not been mandatorily
required to maintain Cost Records in terms of the provisions of Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.
Corporate Governance
The Company is committed to maintain the highest standards of Corporate
Governance. The provisions of Regulation 15(2) of the Regulations w.r.t. Corporate
Governance requirements are not applicable to the Company for the Financial Year 2025-26
as the paid up equity share capital and net worth of the Company as on 31 March, 2025
stood at R334.32 Lakhs and R773.78 Lakhs respectively, which are below the prescribed
threshold limits for applicability of the aforesaid Regulation.
Since the aforesaid provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are not applicable on the Company for the
Financial Year 2025-26, the report on Corporate Governance as stipulated under Schedule
V(C) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 has
not been annexed to this Report.
Vigil Mechanism/Whistle Blower Mechanism
In terms of the provisions of Section 177 of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has established an effective mechanism called Vigil Mechanism (Whistle Blower
Mechanism). The mechanism under the Policy has been appropriately communicated within the
organisation. The purpose of this policy is to provide a framework to promote responsible
whistle blowing by employees or by any other person who avails such mechanism. It protects
employees or any other person who avails such mechanism wishing to raise a concern
about serious irregularities, unethical behavior, actual or suspected
fraud within the Company by reporting the same to the Audit Committee.
Protected Disclosure can be made by the whistle blower in a closed and
secured envelope or sent through e-mail to the Compliance Officer.
During the year under review, no complaint has been received and no
employee was denied access to the Audit Committee.
The functioning of the Whistle Blower Mechanism/Vigil Mechanism
existing in the Company is reviewed by the Audit Committee on Annual basis.
The policy on vigil mechanism is available on the official website of
the Company i.e. www.rauanqinternational.com
under the link: https://www.raunaqinternational.com/pdf/
policy on vigil mechanism.pdf
Reconciliation of Share Capital Audit
In terms of Regulation 76 of the SEBI (Depositories and Participants)
Regulations, 2018, the Reconciliation of Share Capital Audit is undertaken by a firm of
Practicing Company Secretaries on quarterly basis. The Audit is aimed at reconciliation of
total shares held in CDSL, NSDL and in physical form with the admitted, issued and listed
capital of the Company.
The Reconciliation of Share Capital Audit Reports as submitted by the
Auditor on quarterly basis were filed with the BSE Limited (BSE) through BSE Listing
Centre, where the original shares of the Company are listed.
Listing of Shares
The Equity shares of the Company are listed on the BSE Limited (BSE),
Mumbai.
Disclosures under Section 134 of the Companies Act, 2013
Except as disclosed elsewhere in the Annual Report, there have been no
material changes and commitments, which can affect the financial position of the Company
between the end of financial year and the date of this report.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings & Outgo
The information in accordance with the provisions of Section 134(3)(m)
of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014:
The Company organizes the workshops/lectures on regular basis for its
employees to promote, motivate and encourage them how to conserve the energy. The Company
is in process to adopt the latest technologies for conservation of energy.
The particulars with respect to foreign exchange earnings and outgo
during the year under review are as follows:
| Particulars |
2025-26 |
2024-25 |
| Foreign Exchange Earned |
- |
- |
| Foreign Exchange Used |
- |
- |
Annual Return
In terms of the provisions of Section 134(3)(a) read with 92(3) of the
Companies Act, 2013 and the relevant rules made thereunder, a copy of the Annual return as
prescribed under Section 92 of the Companies Act, 2013, as amended shall be made available
on the official website of the Company www.raunaqinternational.com
under the link: www.raunaqinternational.com/pdf/annual-return-
for-2025-26.pdf
Compliance of Secretarial Standards
During the period under review, the Company has duly complied with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
Court/Tribunal Orders
There were no instances of any significant and material orders passed
by the regulators or courts or tribunals impacting the going concern status and
Company's operations in future.
Details of Application/Proceeding pending under the Insolvency and
Bankruptcy Code, 2016
Neither any application has been made nor any proceeding is pending
against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under
review.
Instances of Difference in Valuation
There is no such instance where there is 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.
Acknowledgements
The Board of Directors gratefully acknowledge the continued
co-operation, trust and support of the shareholders and would like to place on record its
appreciation for the dedicated services rendered by the Employees at all levels. The
Directors further express their gratitude to the Bankers, Customers and Sub-vendors and
other associates for co-operation and confidence reposed by them in the Company.
