|
To,
The Members of
R R Kabel Limited ("the Company VRR Kabel")
Your Directors have pleasure in presenting the 32nd Annual Report,
together with the Standalone and Consolidated Audited Financial Statements of the Company
for the financial year ended 31 March 2026.
> FINANCIAL SUMMARY AND HIGHLIGHTS
The Company?s performance during the year as compared with the
previous year is summarised below:
(INR in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
FY 2025-26 |
FY 2024-25 |
FY 2025-26 |
FY 2024-25 |
| Revenue from Operations |
9,72,236 |
7,61,823 |
9,72,236 |
7,61,823 |
| Operating Earnings Before Interest Taxes
Depreciation and Amortization (EBITDA) |
78,381 |
48,565 |
78,381 |
48,565 |
| Add : Share of Profit in Joint venture (net
of tax) |
0 |
0 |
532 |
209 |
| Add: Other Income |
5,642 |
5,111 |
5,642 |
5,111 |
| Less: Depreciation and Amortisation Expenses |
9,226 |
7,050 |
9,226 |
7,050 |
| Finance Costs |
7,526 |
5,890 |
7,526 |
5,890 |
Profit before exceptional item |
67,271 |
40,736 |
67,803 |
40,945 |
| Less: Exceptional items |
1,901 |
- |
1,901 |
- |
Profit before tax |
65,370 |
40,736 |
65,902 |
40,945 |
| Less: Tax |
16,680 |
9,784 |
16,680 |
9,784 |
Profit for the year |
48,690 |
30,952 |
49,222 |
31,161 |
| Other Comprehensive Income |
1,099 |
6,667 |
1,319 |
6,508 |
| Total Comprehensive Income |
49,789 |
37,619 |
50,541 |
37,669 |
Previous year figures have been regrouped/re-arranged wherever
necessary.
The Financial Year 2025-26 (FY26) stood out as a landmark period of
operational resilience and high- velocity growth for RR Kabel, set against a complex and
highly volatile global economic backdrop. International trade was significantly tested by
escalating geopolitical tensions in the Middle East and surrounding regions, causing
direct shipping challenges, including rerouted vessels, extended transit timelines, and
sudden spikes in ocean freight and marine insurance costs. Concurrently, global commodity
markets witnessed immense pricing volatility in key raw materials, especially copper,
aluminium and PVC. Despite these global headwinds, which placed heavy pressure on industry
supply chains and caused an expansion in Sales-in-Transit (SIT) inventories, RR Kabel
demonstrated superior supply-chain adaptability, disciplined procurement, and proactive
price-volatility management.
In contrast to the global uncertainty, the domestic Indian economy
emerged as a beacon of steady structural growth, providing a highly supportive operating
environment. Domestic demand remained exceptionally robust throughout the year, driven by
intensive multi-year capital expenditure programmes in public infrastructure,
utility-scale power projects, and rapid industrial capacity additions. Furthermore, a
sustained momentum in the residential and commercial real estate sectors, coupled with the
rapid emergence of next-generation infrastructure such as high- density data centres, wind
and solar energy projects, and advanced warehousing significantly amplified the
reguirement for reliable, high-quality power and connectivity infrastructure.
Capitalising effectively on these secular domestic tailwinds, RR Kabel
achieved record-breaking volumes and profitability. This performance was underpinned by
the Company?s extensive distribution network, deep brand equity, and a highly agile,
diversified multi-channel strategy. By successfully balancing retail (B2C) brand
premiumisation with aggressive institutional (B2B) penetration and robust international
export operations, the Company crossed the monumental milestone in consolidated revenue.
Delivering a consistent volume outperformance that comfortably exceeded industry averages,
the Company has firmly consolidated Its position as the third-largest player In the Indian
Wires and Cables industry, setting a solid foundation for its long-term strategic
ambitions.
During the financial year under review, on a standalone basis, the
Company recorded its highest-ever revenue from operations of INR 9,72,236 Lakhs,
representing growth of 27.62% as compared to INR 7,61,823 Lakhs in the previous financial
year. The Company's Operating Earnings Before Interest, Taxes, Depreciation, and
Amortisation (EBITDA) for the financial year ended 31 March 2026 stood at INR 78,381 Lakhs
with an increase of 61.39% over the EBITDA of INR 48,565 Lakhs for the earlier financial
year ended 31 March 2025. The Company reported a net profit of INR 48,690 Lakhs for the
financial year ended 31 March 2026, higher by 57.31% compared to the net profit of INR
30,952 Lakhs in the previous financial year ended 31 March 2025.
A. Wires & Cables Segment (90% of Revenue Mix)
The Wires & Cables business remains the primary engine of growth
for the Company, contributing a substantial 90% to the overall top line. During FY26,
segment revenue grew by 31% to reach INR 8,76,374 Lakhs, compared to INR 6,68,876 Lakhs in
FY25. This top-line expansion was backed by exceptional volume outperformance, with
double-digit volumes growth for the year to consistently outpace industry benchmarks. In
Q4 FY26 alone, the segment clocked an 8.7% volume growth, driven primarily by high-teens
expansion in the cables category. This strong operational volume also led to excellent
bottom-line traction as segment profit surged by 56.2% to INR 77,562 Lakhs (up from INR
49,648 Lakhs in FY25). This corresponds to a 143 bps margin expansion to 8.9%, unlocked
through scale benefits, a premium product mix, and proactive passthrough of raw material
price volatility. Furthermore, the segment demonstrated remarkable export resilience;
despite geopolitical headwinds in the Middle East, exports represented 29% of total
W&C sales and registered an impressive 38.1% YoY value growth in Q4. The Middle East
remains a core geographical focus for international operations, contributing approximately
40% of total export revenues, which translates to roughly 12% of the Company's
consolidated revenues.
B. Fast Moving Electrical Goods (FMEG) Segment
(10% of Revenue Mix)
The Fast-Moving Electrical Goods (FMEG) segment, representing 10% of
the revenue mix, registered a year of selective, steady progress as the Company
prioritized distribution integration and rigorous loss minimisation. FMEG operations
generated INR 95,862 Lakhs in revenues during FY26, reflecting steady growth compared to
the INR 92,959 Lakhs recorded in FY25. Crucially, targeted operational efficiency
initiatives succeeded in substantially narrowing the segment losses by 28% to INR 3,303
Lakhs in FY26, down from INR 4,591 Lakhs in the previous financial year. Looking ahead,
backed by robust seasonal demand traction in core categories like fans and lighting along
with continuous distribution expansion, the Company is confidently on track to achieve
FMEG break-even in FY27 with projected top-line value growth in the range of 20% to 25%.
The operations and financial results of the Company are further
elaborated in the Management Discussion and Analysis Report forming part of the Annual
Report.
> TRANSFER TO RESERVE
The Board of Directors does not propose to transfer any amounts to the
reserves for the financial year ended 31 March 2026.
> TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND
The Company does not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore, no funds were required to be transferred to the Investor
Education and Protection Fund.
> DIVIDEND
Your Directors are pleased to inform you that, during the year under
review, the Board declared and paid an Interim Dividend of INR 4 per Equity Share
(i.e.@80%) of INR 5 each to all the Members whose names appeared in the Register of
Members as on the record date, i.e., 7 November 2025. The total cash outflow on account of
payment of Interim Dividend was INR 4,523.51 Lakhs.
The Board of Directors at its meeting held on 30 April 2026, have
recommended a Final Dividend of INR 5.50 per Equity Share (i.e.@110%) of INR 5 each for
the financial year ended on 31 March 2026, subject to the approval of Members of the
Company at the ensuing Annual General Meeting ("AGM"). The total cash outflow on
account of payment of Final Dividend, if declared, would be approximately INR 6,221 Lakhs
out of net profit for the year ended 31 March 2026. The Members whose names appear as
Beneficial Owners as at the end of the business hours on Tuesday, 16 June 2026 (Record
Date) will be eligible for receipt of final dividend. The necessary resolution in this
regard
has been proposed for the approval of the Members at the ensuing AGM.
Dividend income is taxable in the hands of the Members and the Company
is required to deduct tax at source (TDS) from dividend paid to the Members at the
prescribed rate as per the Income-tax Act, 2025 and accordingly payment of dividend will
be made after deduction of TDS as applicable.
The Dividend recommendation is in line with the Dividend Distribution
Policy of the Company, which is available on the Company's website and can be accessed
through https://www.rrkabel.com/policies.
> SHARE CAPITAL
? Authorised Capital
The Authorised Capital of the Company is INR 4,75,18,59,436.20 divided
into 12,00,00,000 Equity Shares of INR 5 each and 38,43,140 Preference Shares of INR
1,080.33 each.
? Issued, Subscribed and Paid-up Capital
During the year under review, the Company has issued and allotted
32,604 Equity Shares of INR 5 each, pursuant to the RR Kabel Employee Stock Option Plan
2020. The shares so allotted rank pari passu with the existing Equity Shares of the
Company. Consequently, the paid-up capital of the Company increased, during the year, from
INR 56,53,64,505 which comprises of 11,30,72,901 Equity Shares of INR 5 each to INR
56,55,27,525 which comprises of 11,31,05,505 Equity Shares of INR 5 each.
> SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
The Company does not have a subsidiary or associate, and hence there
are no disclosures to be provided in this regard.
The Company is a 35% partner in a joint venture entity in Bangladesh
under the name RR-Imperial Electricals Limited ("RR Imperial").
The Company's investment in RR Imperial is reported as a non-Current
investment and is stated at cost. As per the requirements of the Companies Act, 2013
("the Act") and IndAS - 27 (Standard on Consolidated Financial Statements) read
with IndAS - 21 (Standard on Financial Reporting of Interests in Joint Ventures), the
financial position and performance of RR Imperial is presented in the Company's
Consolidated Financial
Statements for the financial year ended 31 March 2026. A statement
containing salient features of RR Imperial in the prescribed Form AOC 1 pursuant to
Section 129(3) of the Act and rules made thereunder is set out in the Consolidated
Financial Statements for the financial year under review.
Pursuant to Section 136 of the Act, the Audited Standalone and
Consolidated Financial Statements forming part of the Annual Report are available on the
Company's website at https://www.rrkabel.com/ reports/. The copies of Audited Standalone
and Consolidated Financial Statements are also available for inspection by Members or for
obtaining a copy thereof on request to be made on investorrelations. rrkl@rrglobal.com.
> CREDIT RATING OF THE COMPANY
India Ratings and Research (Ind-Ra) has affirmed Company's (RRKL)
Fund-based working capital limits at 'IND AA-' Rating and Non-Fund-based working capital
limits at 'IND A1+' Rating. The outlook for both facilities is "Stable".
> CHANGE IN THE NATURE OF BUSINESS
During the year under review, there was no change in the nature of
business of the Company.
> MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments 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 this report.
> DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)
? Composition
During the year under review, the Board of the Company comprised of 7
(seven) Directors, including a Non-Executive, Independent Chairman (from 1 June 2025). Out
of the seven Directors, 3 (three) were Executive Directors and 4 (four) were Non-Executive
Independent Directors, including 1 (one) woman Independent Director.
None of the Directors/KMPs of the Company are disqualified under any of
the provisions of the Act and relevant Regulations of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations").
? Declaration by Independent Directors
Pursuant to the provisions of Section 149 of the Act, each Independent
Director has submitted declaration confirming that they meet the criteria of independence
as provided in Section 149(6) of the Act and the rules framed thereunder read with
Regulation 16(1)(b) of the SEBI Listing Regulations. Further, during the financial year
ended 31 March 2026, there has been no change in the circumstances affecting their status
as Independent Directors of the Company.
? Directors retiring by rotation
As per the provisions of Section 152(6) of the Act, not less than
two-third of the total number of Directors, excluding Independent Directors, are liable to
retire by rotation and one-third of such Directors are required to retire at each AGM. In
accordance with these provisions, Shri Mahhesh Kabra will retire by rotation at the
ensuing AGM and, being eligible, offers himself for re-appointment. A resolution seeking
Members approval for his re-appointment forms part of the Notice convening 32nd AGM.
Information required under Regulation 36(3) of the SEBI Listing Regulations and
Secretarial Standard on general meetings is provided separately by way of annexure to the
Notice convening the 32nd AGM of the Company.
? Changes in Directors and Key Managerial Personnel (KMPs) during the
year ended 31 March 2026
In line with the Company's succession planning, during the year under
review, Shri Tribhuvanprasad Kabra (DIN:00091375) tendered his resignation from the
position of Executive Chairman and as a Director of the Company effective from the closure
of business hours on 31 May 2025. Shri Ramesh D. Chandak (DIN:00026581), NonExecutive
Independent Director of the Company, was appointed as the Non-Executive Chairman of the
Board w.e.f. 1 June 2025. Also, Shri Shreegopal Kabra (DIN:00140598) tendered his
resignation from the position as the Managing Director and as a Director of the Company
effective from the closure of business hours on 31 May 2025. Shri Mahendrakumar Kabra
(DIN:00473310), Joint Managing Director of the Company, took on the role of Managing
Director of the Company w.e.f. 1 June 2025.
The Board also approved the induction of the next generation of
leadership pursuant to which Shri Mahhesh Kabra (DIN:00137796) and Shri Rajesh Kabra
(DIN:05300677) were appointed as Additional Directors to hold the office as Wholetime
Directors designated as Executive Directors w.e.f. 1 June 2025.
The requisite approvals from the Members for the above-mentioned
changes were obtained at the last AGM.
During the year under review, the Company also effected certain changes
in its Key Managerial Personnel. Shri Rajesh Babu Jain was elevated from Chief Financial
Officer to Chief Operating Officer - W&C Business (classified as Senior Management
Personnel) w.e.f. 1 November 2025. Consequently, he ceased to be the Chief Financial
Officer of the Company with effect from the close of business hours on 31 October 2025.
Shri Jigar Mehta was elevated and appointed as the Chief Financial Officer, designated as
Key Managerial Personnel, of the Company w.e.f. 1 November 2025.
? Changes in Directors and Key Managerial Personnel (KMPs) after 31
March 2026
Considering the enhanced leadership responsibilities undertaken and the
significant contributions made by Shri Mahhesh Kabra and Shri Rajesh Kabra towards the
overall management, strategic direction, and growth of the Company, and based on the
recommendation of the Nomination and Remuneration Committee ("NRC") and subject
to the approval of the Members, the Board of Directors, at its meeting held on 30 May
2026, approved the change in designations of Shri Mahhesh Kabra and Shri Rajesh Kabra from
Whole-time Directors, currently designated as Executive Directors, to Joint Managing
Directors of the Company with effect from 1 June 2026, for the remainder of their
respective existing terms of office, i.e., up to 31 May 2030. The appointment of Shri
Mahhesh Kabra and Shri Rajesh Kabra as Joint Managing Directors will act as a catalyst for
the overall strategic growth of the Company by shared workload and focused leadership.
Shri Mahhesh Kabra and Shri Rajesh Kabra will be Key Managerial Personnel under Section
203 of the Act. The relevant resolutions seeking approval of the Members are included in
the Notice of the AGM.
? Remuneration of Directors
The Board, based on the recommendation of the NRC and subject to the
approval of the Members, has approved revision in the remuneration of all the Executive
Directors with effect from 1 April 2026. Also, pursuant to the Regulation 17(6) (ca) of
the SEBI Listing Regulations, annual approval of the shareholders is required for payment
of remuneration to the Chairman, who is a Non-Executive Independent Director, as the same
shall exceed fifty per cent of the total annual remuneration payable to all the
NonExecutive Directors. The requisite resolutions seeking shareholders? approval in
regard to the aforementioned matters have been included in the Notice convening the 32nd
AGM of the Company.
The brief details of Shri Ramesh D. Chandak and Shri Mahendrakumar
Kabra pertaining to their remuneration, while the details of Shri Mahhesh Kabra and Shri
Rajesh Kabra pertaining to their remuneration and change in designations are provided in
the annexure to the Notice convening the ensuing AGM pursuant to the provisions of
Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards on General
Meetings.
? Familiarisation Programme
In compliance with the requirements of Listing Regulations, the Company
has in place a frame work for Directors? familiarisation programmes to familiarise
the Independent Directors with their roles, rights and responsibilities, strategy
planning, manufacturing process, factory visit, Amendments in law and Company?s codes
and policies. Details of the familiarisation programmes are provided in the Corporate
Governance Report forming part of this Annual Report. The Policy for Familiarisation
Programmes for Independent Directors is available on the Company?s website and can be
accessed through https://www. rrkabel.com/policies.
? Annual Compliance Affirmation
Pursuant to the requirements of Regulation 26(3) of the SEBI Listing
Regulations, all members of the Board of Directors and Senior Management Personnel have
affirmed compliance with the code of conduct for the Board of Directors and Senior
Management Personnel.
> BOARD MEETINGS HELD DURING THE YEAR
During the financial year 2025-26, 8 (eight) meetings of the Board of
Directors were held on 2 May 2025, 30 May 2025, 31 July 2025, 31 October 2025, 15 December
2025, 31 January 2026, 16 March 2026 and 31 March 2026 in accordance with the provisions
of the Act and rules made thereunder, applicable Secretarial Standards and Regulation 17
of the SEBI Listing Regulations. The details of the meetings and attendance thereat are
furnished in the report on Corporate Governance.
> SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirements of Schedule IV of the Act, the Independent
Directors of the Company met separately on 31 January 2026 and 31 March 2026 inter alia to
review the matters as prescribed under Schedule IV of the Act and under Regulation 25(4)
of the SEBI Listing Regulations.
> BOARD EVALUATION
In terms of provisions of Section 178 read with Schedule IV of the Act,
Regulation 17(10) of the SEBI Listing Regulations and the Policy for Evaluation of the
Performance of the Board of Directors, the NRC and the Board have evaluated the
performance and effectiveness of the Board, its Committees and individual Directors for
the FY26.
The evaluation process was conducted through the structured
questionnaire and assessment framework designed to evaluate the effectiveness of the Board
and its Committees as well as the contribution of individual Directors. The evaluation was
based on the feedbacks received from Executive Directors, NonExecutive Directors,
including Independent Directors of the Company reflecting their views on performance on
the basis of various aspects, such as composition and diversity of the Board and
Committees, effectiveness of the Board processes and information flow, Directors?
presence and contribution in the meetings, strategic guidance, leadership qualities,
safeguarding of stakeholders? interests, monitoring of governance practices,
statutory and regulatory compliances, and the fulfilment of duties and obligations in
achieving business objectives and sustainable growth of the Company.
The NRC and the Board have also monitored and reviewed the evaluation
framework to ensure that the performance evaluation mechanism remains robust, transparent
and aligned with the evolving governance standards and business requirements of the
Company.
The Board expressed satisfaction with the overall performance of the
Board, its Committees and individual Directors.
> DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Sections 134(3)(c) and 134(5) of the
Act, your Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
b) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company for the financial year
ended 31 March 2026, and of the profit of the Company for that period;
c) the Directors 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;
d) the annual accounts for the financial year ended 31 March 2026, have
been prepared on a 'Going Concern? basis.
e) the Directors have laid down the internal financial controls
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
> COMMITTEES OF THE BOARD
The Company has duly constituted and reconstituted the following
statutory Committees in terms of the provisions of the Act read with relevant rules framed
thereunder and the SEBI Listing Regulations during the reporting period and up to the date
of this report:
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
The composition of all the above Committees, brief terms of reference,
number of meetings held during the financial year, their dates and attendance of members
at each of the Committee meetings and other details have been provided in the Corporate
Governance Report, which forms part of the Annual Report of the Company. There has been no
instance during the year where the recommendations of the Committees were not accepted by
the Board.
> VIGIL MECHANISM/WHISTLE-BLOWER POLICY
Pursuant to the requirements of Section 177(9) of the Act and the
Companies (Meetings of Board and its Powers) Rules, 2014 read with Regulation 22(1) of the
SEBI Listing Regulations, the Company has adopted a Vigil Mechanism Policy. The policy is
available on the website of the Company and can be accessed through
https://www.rrkabel.com/policies.
> CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES
There were no materially significant transactions with related parties
during the financial year under review, which were in conflict with the interest of the
Company. Suitable disclosure as required by the Indian Accounting Standards (Ind AS 24)
has been made in the notes to the financial statement.
The Company has formulated a policy on Related Party Transactions. The
policy adopted by the Board is also available on the website of the Company and can be
accessed through https://www.rrkabel.com/policies.
The details in Form AOC 2 pursuant to clause (h) of sub-section (3) of
Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, are given as
Annexure A to this report.
> CORPORATE SOCIAL RESPONSIBILITY
Your Company believes that Corporate Social Responsibility is an
integral part of its business. It seeks to operate its business in a sustainable manner
which would benefit the Society at large in alignment with the interest of its
stakeholders. Your Company has in place Corporate Social Responsibility (CSR) Committee in
compliance with the provisions of Section 135 of the Act, read with Companies (Corporate
Social Responsibility Policy) Rules, 2014.
The CSR Committee of the Company inter alia gives strategic directions
to the CSR initiatives, formulates and reviews annual CSR plan(s) and programmes,
formulates annual budget for the CSR programmes and monitors the progress on various CSR
activities.
The CSR activities and initiatives undertaken by your Company during
the FY26 have been detailed in the Annual Report on CSR activities in accordance with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, as set out in Annexure
B to this Report as per the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended from time to time. The CSR Policy of the
Company is available at https://www.rrkabel.com/policies.
> AUDITORS AND THEIR REPORT
? Statutory Auditors
M/s. B S R & Co. LLP Chartered Accountants, (Firm Registration
number 101248W/W-100022) were appointed for the second term as Statutory Auditors of the
Company at the AGM held on 14 September 2023, to hold office from the conclusion of 29th
AGM till the conclusion of the 34th AGM to be held in the year 2028.
There were no observations or Qualifications, or remarks made by the
Statutory Auditors in their report for the financial year ended 31 March 2026.
? Cost Auditors
As per the provisions of Section 148 of the Act, the Company is
required to get its cost records audited by a Cost Accountant in practice.
Pursuant to the provisions of Sections 139, 141 and 148 of the Act read
with rules made thereunder, the Board, upon the recommendation of the Audit Committee, has
approved the appointment of M/s. Poddar & Co., Cost Accountants as the Cost Auditors
of the Company, to conduct the audit of the cost records of the Company for the financial
year ended 31 March 2027 and has recommend their remuneration to the Members for
ratification at the ensuing AGM. M/s. Poddar & Co., Cost Accountants, have furnished a
certificate of their eligibility and consent for appointment.
Maintenance of Cost Records
The Company has maintained cost records as specified by the Central
Government under subsection (1) of section 148 of the Act. The records are made and
maintained as applicable to the nature of the Business of the Company.
? Secretarial Auditors
In accordance with the provisions of Section 204 of the Act and
Regulation 24A of the SEBI Listing Regulations, Ms. Deepa Gupta conducted the secretarial
audit for the financial year ended 31 March 2026. The Secretarial Audit Report issued by
the Secretarial Auditor in Form MR-3 is attached as Annexure C and forms part of
the Directors? Report. There are no Qualifications or remarks made by the Secretarial
Auditor in their Report.
> DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
None of the auditors of the Company have reported any frauds to the
Audit Committee or to the Board of Directors as specified under Section 143(12) of the
Act, including the Rules framed thereunder, therefore no detail is required to be
disclosed under Section 134(3) (ca) of the Act.
> COMPLIANCE WITH SECRETARIAL STANDARDS
In terms of Section 118(10) of the Act, the Company has complied with
the Secretarial Standards issued by the Institute of Company Secretaries of India and
approved by the Central Government with respect to meetings of the Board of Directors and
General Meetings.
> CORPORATE GOVERNANCE
In accordance with the provisions of Regulation 34 read with Schedule
V(c) of the SEBI Listing Regulations, as amended from time to time, the Corporate
Governance Report forms part of this Annual Report. The said report includes a certificate
issued by Ms. Deepa Gupta, Practicing Company Secretary, certifying compliance with the
conditions of corporate governance. It also includes a certificate from the Managing
Director and Chief Financial Officer of the Company about compliance by the Company in
accordance with Regulation 17(8) read with Part B of Schedule II of the SEBI Listing
Regulations.
> MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulation 34(2)(e) of the SEBI Listing Regulations, read
with other applicable provisions, the detailed review of the operations, performance and
future outlook of the Company and its business is given in the Management Discussion and
Analysis Report which is presented in a separate section forming part of the Annual
Report.
> ANNUAL RETURN
The Annual Return of the Company as on 31 March 2026 is available on
the Company's website and can be accessed at https://www.rrkabel.com/reports/.
> PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES
Disclosures pertaining to remuneration and other details as required
under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as Annexure
D.
> CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo, as required to be disclosed under Section 134 of the
Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are appended as Annexure
E to the report and forms part of this Report.
> PUBLIC DEPOSITS
During the year under review, the Company has not accepted any
deposits.
> LOANS, GUARANTEES AND INVESTMENTS
During the FY26, the Company has not given any loans or provided any
security or guarantees under the provisions of Section 186 of the Act. The details of
investments are provided in Notes 3A, 3B and 39 of the Notes to the Standalone Financial
statements for the financial year ended 31 March 2026.
> INTERNAL AUDIT
Pursuant to Section 138 of the Act, the Board of Directors, upon
recommendation of the Audit Committee, has appointed M/s. PricewaterhouseCoopers Services
LLP as Internal Auditors of the Company for the FY26. The
Audit Committee periodically reviews and implements the recommendations
of Internal Auditors.
Adequacy of Financial Control
Your Company has effective internal control and risk- mitigation
measures, which are constantly assessed and strengthened with new/revised standard
operating procedures. The Company's internal control system is commensurate with the size,
scale and complexity of its operations. The main thrust of an internal audit is to test
and review controls, appraisal of risks and business processes, besides benchmark controls
with best practices in the industry. The Audit Committee of the Company actively reviews
the adequacy and effectiveness of the internal control systems and suggests improvements
to strengthen them. The Audit Committee, Statutory Auditors and the Business Heads are
periodically apprised of the internal audit findings and corrective actions taken.
> ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) & BUSINESS
RESPONSIBILITY AND SUSTAINABILITY REPORT(BRSR)
India continues to strengthen its sustainability agenda amidst a
dynamic global landscape. RR Kabel remains committed to advancing its ESG strategy in
alignment with national priorities on climate action, resource efficiency, and responsible
growth.
The focus on resource efficiency continued through initiatives in water
conservation, energy optimisation, and waste circularity, including treated water reuse,
commissioning of a PNG-based furnace, deployment of energy-efficient lighting, and
achieving 100% reuse of purging scrap within operations.
On the social front, the Company continued to strengthen ESG awareness
and engagement across the value chain through the rollout of a supplier ESG training and
evaluation programme, while reinforcing governance through regular ESG taskforce reviews
and Board-level oversight. These efforts are aligned with the UN Sustainable Development
Goals specifically SDG 3 (Good Health and Well-being), SDG 8 (Decent Work and Economic
Growth) and SDG 13 (Climate Action).
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the
BRSR on initiatives taken from an environmental, social and governance perspective, in the
prescribed format is part of the Annual Report and can be accessed at
https://www.rrkabel.com/reports.
> ENVIRONMENT, HEALTH AND SAFETY (EHS)
The Company continued to strengthen its Environment, Health and Safety
(EHS) management systems during the year with a focus on compliance, risk mitigation, and
operational safety. Safety continued to remain a core organisational priority. The Company
maintained its emphasis on achieving comprehensive safety training coverage for employees
and workers across all sites, while also reinforcing emergency preparedness and response
mechanisms through regular awareness and preparedness initiatives. Continuous efforts were
undertaken to strengthen safety culture, improve workplace practices, and enhance employee
awareness on health and safety standards.
During the year, the Company made significant progress in renewable
energy transition through the addition of 9.6 MW of renewable capacity, taking the
Company's total installed renewable capacity to 14.57 MW. The contribution of renewable
energy consumption increased to 33.01% during FY 26, as compared to 19.61% of the previous
year. We also completed an assessment of the Company's exposure to the EU Carbon Border
Adjustment Mechanism (CBAM) to strengthen preparedness for evolving international climate
regulations.
> RISK MANAGEMENT
The Company believes that risk is an integral part of business and is
committed to managing the risks in a proactive and efficient manner. The Company has
developed and implemented a comprehensive Risk Management Policy to ensure sustainable
business growth with stability and to promote a proactive approach in identifying,
assessing and mitigating risks associated with the business. The Company has constituted a
Risk Management Committee in accordance with Regulation 21 of the SEBI Listing
Regulations. The details of composition, meetings and terms of reference of the Committee
are covered in the Corporate Governance Report annexed to this report. The detailed
analysis of various internal and external risks is provided in the Management Discussion
and Analysis Report which forms part of the annual report.
> I NFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place a policy for the prevention of sexual
harassment in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("the POSH Act,
2013"). Internal committees have been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered
under this policy.
The table below provides details of complaints received/disposed during
the FY26:
| Number of complaints of sexual harassment
received in the year |
0 |
| Number of complaints disposed off during the
year |
0 |
| No. of cases pending for more than ninety
days |
0 |
> SIGNIFICANT/MATERIAL ORDERS PASSED BY THE
REGULATORS
There are no significant/material orders passed by the regulators or
courts or tribunals in favour/against the Company, impacting its going concern status and
its operations in future.
> DISCLOSURES IN RELATION TO THE COMPANIES
(SHARE CAPITAL AND DEBENTURE) RULES, 2014
(a) the Company has not issued any equity shares with differential
rights during the year under review and hence no information as per provisions of Rule
4(4) has been furnished;
(b) the Company has not issued any sweat equity shares during the year
under review and hence no information as per provisions of Rule 8(13) has been furnished.
> EMPLOYEE STOCK OPTION PLANS
The Company has implemented RR Kabel Employee Stock Option Plan 2020
(RRKL ESOP Plan 2020) and RR Kabel Employee Stock Option Plan 2023 (RRKL ESOP Plan 2023)
pursuant to the resolutions passed by the Members of the Company at their ExtraOrdinary
General Meeting held on 11 April 2023 and 20 March 2023, respectively. Subsequently, the
Board, at its meeting held on 30 May 2025, considered the ratification of the RRKL ESOP
Plan 2023 originally approved prior to the Company's IPO, in compliance with the
applicable provisions of the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("the SEBI SBEB Regulations"). The said ratification was
approved by the Members at the last AGM held on 21 July 2025.
During the year under review, the Company has allotted 32,604 equity
shares against the exercise of ESOPs granted and vested to the eligible employees under
RRKL ESOP Plan 2020, while 14,816 time-based options granted to certain employees lapsed
immediately upon their resignation, effective from their respective dates of resignation.
The allotted shares have also been listed on BSE Limited (BSE) and National Stock Exchange
of India Limited (NSE).
A certificate obtained from Ms. Deepa Gupta, Secretarial Auditor under
Regulation 13 of the SEBI SBEB Regulations, confirming the implementation of RRKL ESOP
Plan 2020 and RRKL ESOP Plan 2023 in accordance with the SEBI SBEB Regulations and in
accordance with the resolutions passed at the ExtraOrdinary General Meeting held on 11
April 2023 and 20 March 2023, respectively and AGM held on 21 July 2025, is available on
the Company?s website at www. rrkabel.com. The said certificate will also be
available for electronic inspection by the Members at the ensuing AGM.
The disclosure under Regulation 14 of the SEBI SBEB Regulations is
available on Company?s website at www. rrkabel.com.
Further, the details of the Employee Stock Option plans are provided in
Note no. 47 in Notes to Standalone Financial Statements.
> APPLICATION/PROCEEDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016
Pursuant to rule 8(5)(xi) of the Companies (Accounts) Rules, 2014, no
application has been made, nor any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016, during the period under review.
> DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF UNDER RULE 8(5)(XII) OF THE
COMPANIES (ACCOUNTS) RULES, 2014
The details of difference between amount of the valuation done at the
time of one-time settlement and the valuation done while taking loans from the Banks or
Financial Institutions along with the reasons thereof under rule 8(5)(xii) of the
Companies (Accounts) Rules, 2014 are not applicable to the Company during the period under
review.
> MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit
Act, 1961, including amendments and rules framed thereunder, to the extent applicable.
> ACKNOWLEDGEMENTS
The Board places on record its gratitude for the dedicated efforts and
commitment of the employees of the Company at all levels. The Board expresses sincere
thanks to all its customers, business associates, channel partners, distributors,
consumers, dealers, consultants, vendors, auditors, government agencies, statutory
authorities, local bodies, bankers and financial institutions for their continued support
and cooperation. The Board further extends its sincere thanks to all the shareholders for
their trust and confidence in the management of the Company.
For and on behalf of the Board of
Directors |
|
|
Ramesh D. Chandak |
| Place: Mumbai |
Non-Executive Chairman |
| Date: 30 May 2026 |
DIN: 00026581 |
|