Filing of 32nd Annual report of RTCL limited for the financial year 2025-2026

RTCL LIMITED Registered Office: 8/226, Second Floor, SGM Plaza, Arya Nagar, Kanpur UP 208002 Corporate Office: 6926, Jaipuria Mills, Clock Tower, Subzi Mandi, Delhi-110007 CIN No.: L16003UP1994PLC016225, Website: www.rtcllimited.in. E-mail: rgc.secretarial@gmail.com, 01st, September, 2026 The Manager Department of Corporate Services BSE Limited Floor 25, PJ. Towers, Dalai Street, Mumbai-400001 Sub: Filing of 32nd, Annual Report of RTCL Limited for the financial year 2025-2026. Dear Sir/ Ma'am, Please Find attached herewith 32nd , Annual report of RTCL Limited for the financial year ended 2025-2026 according to Regulation 34(1) of Listing obligations and Disclosure Requirment,2015. Hope you will find above in order, please acknowledge the same. Thanking you, ForRTCUctfiR* (Former^ known asji Ajay K^ffar Jain h si0naton, Whole Time DMfttor (DIN: 00043349) RTCL LIMITED THIRTY SECOND (32nd) ANNUAL REPORT FOR FINANCIAL YEAR 2025-2026 RTCL LIMITED BOARD OF DIRECTORS Mr. Ajay Kumar Jain, (DIN: 00043349) Chief Executive Officer & Executive Director Mr. Sunil Singh, (DIN: 07558446) Independent Director Mr. Bharat Hari Dalmia (PAN: AGJPD0321L) Chief Financial Officer Mrs. Aakanksha Yuvraj Dalmia (DIN: 03495330) Woman Director Mrs. Asha Mittal, (DIN: 08729528) Chairman of the Board and Independent Director Mrs. CS Pooja Agarwal (DIN:11827599) Independent Director W.e.f 01.09.2026 COMPANY SECRETARY Ms. Sneha Pandey (Compliance Officer) (PAN: DUDPP2514J) BANKER STATE BANK OF INDIA AUDITOR V.V.G & Co. Chartered Accountants (Firm Registration No.: 005120N) W-85 LGF, Greater Kailash Part -2, New Delhi, South East Delhi, Pin Code-110048 SECRETARIAL AUDITOR SUSHIL GUPTA & ASSOCIATES Company Secretaries Office No. 20, First Floor, SGM Plaza, 8/226(1), Arya Nagar, Kanpur-208002 REGISTERED OFFICE: 8/226, Second Floor, SGM Plaza, Arya Nagar, Kanpur, Uttar Pradesh-208002 CORPORATE OFFICE: 6926, Jaipuria Mills, Clock Tower, Subzi Mandi, Delhi-110 007 SHARE TRANSFER AGENT ABHIPRA CAPITAL LIMITED, ABHIPRA COMPLEX, DILKHUSH INDUSTRIAL AREA, A-387, G.T. KARNAL ROAD, AZADPUR, DELHI - 110 033 CORPORATE IDENTITY NO. L16003UP1994PLC016225 CONTENTS Notice 01 Directors’ Report 13 Annexure to the report of the directors -Extract of Annual Return 21 -Particular of Employees 31 -Secretarial Auditor Report 33 -Annual Compliance Report 35 Corporate Governance & Shareholders Information 39 Management Discussion and Analysis Report 50 Annexure to the Corporate Governance report 51 Independent Standalone Auditor’s Report 54 Standalone Financial Statement 65 Cash Flow Statement – Standalone 67 Notes forming Part of the Financial Statement – Standalone 68 Segment Reporting – Standalone 92 Independent Consolidated Auditor’s Report 97 Consolidated Financial Statement 103 Cash Flow Statement – Consolidated 107 Segment Reporting – Consolidated 124 Nomination Form 134 Proxy Form and Attendance Slip 135 & 137 Ballot Paper 138 Route Map 139 THIRTY SECOND ANNUAL REPORT 2025-2026 NOTICE Notice is hereby given that the Thirty Second (32nd) Annual General Meeting of the Members of RTCL LIMITED will be held on Wednesday, 30th Day of September, 2026, at 02:30 P.M. at the Registered Office of the Company situated at 8/226, Second Floor, SGM Plaza, Arya Nagar, Kanpur Uttar Pradesh- 208002 to transact the following businesses: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Financial Statements (including Consolidated Financial Statements) of the Company for the financial year ended on 31st March, 2026, together with the Board’s Report and the Report of Auditors thereof. 2. To appoint a director in place of Mr. Ajay Kumar Jain (DIN No. 00043349) who retires by rotation and being eligible, offers himself for re-appointment. SPECIAL BUSINESS 3. TO CONSIDER AND IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATION(S) THE FOLLOWING RESOLUTION AS AN SPECIAL RESOLUTION: RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 read with schedule IV and Section 161(1) read with Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions, sections, rules of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof for the time being in force), Consent of the Board be and is hereby accorded, to appoint Mrs. Pooja Agrawal (DIN: 11827599) as an Additional Director (Non-Executive & Independent) on the Board of the Company w.e.f. 01st September, 2026 subject to the approval of the members in the ensuing Annual General Meeting, for appointment as an Independent Director to hold office for a term up to five consecutive years from September 01, 2026 to August 31, 2031. “RESOLVED FURTHER THAT any of the Directors for the time being be and is hereby severally authorized to sign and execute all such documents and papers (including appointment letter etc.) as may be required for the purpose and file necessary e-form with the Registrar of Companies and to do all such acts, deeds and things as may considered expedient and necessary in this regard.” “RESOLVED FURTHER THAT any one of the Directors for the time being be and are hereby severally authorized to sign the certified true copy of the resolution to be given as and when required.” 4. TO CONSIDER AND IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATIONS THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION: “RESOLVED THAT pursuant to provision of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013, as amended from time to time, the consent of the Company be and is hereby accorded to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall include any Committee thereof for the time being exercising the powers conferred on the Board by this Resolution) to sell, lease or otherwise dispose of, mortgage, charge, hypothecation, collateral security and guarantee as may be necessary on such of the assets of the Company, both present and future, in such manner as the Board/ Committee of the Board may direct, together with power to take over the management of the Company in certain events, to or in favor of financial institutions, foreign financial institutions, investment institutions and their subsidiaries, banks, mutual funds, trusts, any other bodies corporate (hereinafter referred to as the “Lending Agencies”) and Trustees for the holders o/f debentures/ bonds and/or other instruments which may be issued on private placement basis or otherwise, to secure rupee term loans/foreign currency loans, debentures, bonds and other instruments of an outstanding aggregate value not exceeding Rs.300 crore (Rupee Three hundred crores only) together with interest thereon at the agreed rates, further interest, liquidated damages, premium on prepayment or on redemption, costs, charges, expenses and all other moneys payable by the Company to the Trustees under the Trust Deed and to the Lending Agencies under their respective Agreements/Loan Agreements/ Debenture Trust Deeds entered/to be entered into by the Company in respect of the said borrowings.” “RESOLVED FURTHER THAT the Board be and is hereby authorized to finalize with the Lending Agencies/ Trustees, the documents for creating the aforesaid to sell, lease or otherwise dispose of, mortgages, charges and/or hypothecations and to accept any modifications to, or to modify, alter or vary, the terms and conditions of the aforesaid documents and to do all such acts and things and to execute all such documents as may be necessary for giving effect to this Resolution.” RTCL LIMITED 5. To CONSIDER AND IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATIONS THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION “RESOLVED THAT in pursuant to Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, as amended from time to time, the consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which t [Showing first 8,000 characters — download PDF for full document]