Annual Report 2025-26

September 01, 2026 BSE Limited NSE Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex Dalal Street, Mumbai - 400 001 Bandra (E), Mumbai-400051 BSE Scrip Code: 532692 NSE Symbol: RMCL Sub: Annual Report of the Company for the FY 2025-26 Dear Sir / Madam, In compliance with Reg. 34 of the SEBI (LODR) Regulations, 2015, please find attached herewith Annual Report of the Company for the FY 2025-26. Date of Annual General Meeting - Friday, September 25, 2026. This is for your record and information. Thanking you, Yours faithfully, For Radha Madhav Corporation Limited Nitin Jain Whole Time Director and CFO DIN: 09833381 Radha Madhav Corporation Limited Annual Report 2025-26 CORPORATE INFORMATION Survey No 50/9 Adaman Industrial Estate Village Kadaiya, REGISTERED OFFICE ➤ Nani Daman, Daman and Diu, India, 396210 CIN L74950DD2005PLC003775 WEBSITE https://www.rmclindia.co.in Mr. Nitin Jain | Director and CFO Mr. Vijay Patel | Director BOARD OF Mr. Kamakhyaprasad Dala Behera | Director DIRECTORS Ms. Niharika Kanojiya | Independent Director Mr. Imaran Khan | Independent Director Mr. Nilamadhabasisa Das | Director KEY MANAGERIAL Mr. Nitin Jain | CFO PERSONNEL Ms. Anshu Gupta | Company Secretary STATUTORY AUDITOR M/s. Ajay Shobha & Co. SECRETARIAL ➤ M/s. DSM and Associates AUDITOR M/s. Urvish Dadhaniya & Co. INTERNAL AUDITOR MUFG Intime India Pvt. Ltd, REGISTRAR & SHARE C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai, TRANSFER AGENT Maharashtra,400083 Email: rnt.helpdesk@in.mpms.mufg.com CONTENTS PARTICULARS PAGE NO. Directors’ Report 1-13 Annexures to Board Report 14 Details of Contracts and Arrangement made with Related Parties in terms of provisions of Section 188 “AOC-2” Particulars of energy conservation, technology absorption and foreign exchange earnings and outgo required under the section 16-17 134 (3)(m) of the companies act and companies (accounts) rules, 2014 The information required under Section 197 (12) of the Companies Act, 2013 and the Rule 5 of the Companies (Appointment and 18 remuneration of Managerial personnel) Rules, 2014, in respect of employees of the Company Corporate Governance Report 19-34 Management Discussion and Analysis 35-39 Secretarial Audits’ Report 40-45 Statutory Auditors’ Report 46-57 Balance Sheet 58 Statement of Profit and Loss Account 59 Cash Flow Statement 60 Notes to Financial Statements 61-92 Significant Accounting Policies 93-98 BOARD’S REPORT The Members, Radha Madhav Corporation Limited, Dear Sir/Madam, Your director’s have pleasure in presenting to you the Twenty Second (22nd) Annual Report of the Company and the Audited Financial Statement for the year ended March 31, 2026. 1. OVERVIEW OF THE COMPANY (CORPORATE INSOLVENCY RESOLUTION PROCESS) Hon’ble NCLT Ahmedabad Bench vide order dated August 1, 2022 approved the Resolution plan of Radha Madhav Corporation Ltd. 2. FINANCIAL RESULT The Company’s performance during the year ended March 31, 2026 as compare to the previous year, is summarized below: (Rs. In million) 2025-26 2024-25 Income from operations (a) Revenue from operations - 1.40 (b) Other Income 15.23 32.20 Total income 15.23 33.60 Less: Total expenses 19.27 32.85 Profit before exceptional items and tax (4.04) 0.75 Less: Exceptional Items - - Profit before tax (4.04) 0.75 Less: Tax expenses - - Profit /(Loss) after tax (4.04) 0.75 Other Comprehensive income - - Total Comprehensive income for the year (4.04) 0.75 Earnings Per Share (EPS) (a) Basic (0.52) 0.10 (b) Diluted (0.52) 0.10 3. FINANCIAL SUMMARY As per financial statement the Company earned a Total Income of Rs. 15.23 million during the FY 2025-26, as compared to the Total Income of Rs. 33.60 million during the previous FY 2024-25. The Company’s Net loss for the Financial Year ended March 31, 2026 stood at Rs. 4.04 million as against a Net Profit of Rs. 0.75 million in the previous year. 4. CHANGE IN NAME During the year under review, there is no change in the name of the company. 5. CHANGE IN NATURE OF BUSINESS During the financial year there is no change in the nature of business. 6. TRANSFER TO RESERVES: The Board of Directors have decided to retain the entire amount of profit for financial year 2025-26 in the Statement of Profit & Loss as at March 31, 2026. 7. CHANGE IN THE SHARE CAPITAL: As per resolution plan approved by Hon’ble NCLT vide its order dated August 1, 2022 there is change in the share capital of the company. AS PER PARA NO 4.6.2 OF RESOLUTION PLAN AND PARA NO. 24 OF THE HON’BLE NCLT ORDER DATED AUGUST 1, 2022 IS REPRODUCED HEREIN BELOW: “……. THE ENTIRE PUBLIC PAID UP SHARE CAPITAL OF RADHA MADHAV CORPORATION LIMITED SHALL BE REDUCED IN THE RATIO OF 100:1 AND THE PROMOTERS/PROMOTER’S GROUP SHAREHOLDING SHALL BE EXTINGUISHED. NO AMOUNT SHALL BE PAID TO ANY OF THE EXISTING SHAREHOLDERS. The existing and revised paid up capital post reduction of the company is as follows: Paid up share Existing no. of Revised no. of Face value per Share Capital shares shares Equity 9,12,95,775 6,82,185 10/- Total 9,12,95,775 6,82,185 10/- As per para 4.3.3 of the resolution plan and as per para 25 of the Hon’ble NCLT order dated August 1, 2022 is reproduced herein below: “The Resolution Applicant will induct an amount of Rs. 36,71,00,000/- to implement the Resolution Plan by way of equity, quasi equity/debt by the Resolution Applicant in tranches as may be warranted from time to time.” HENCE THE COMPANY HAS ALLOTTED THE FOLLOWING NEW EQUITY SHARES TO THE NEW PROMOTERS: No of shares allotted Face value per share 15,00,000 10/- 40,000 10/- Shareholding pattern post allotment and cancellation of old shares are as follows (without partly paid shares): PARTICULARS NO. OF SHARE ALLOTTED PERCENTAGE OF SHAREHOLDING PROMOTERS 15,40,000 69.30% PUBLIC 6,82,185 30.70% TOTAL 22,22,185 100% During the year under review, pursuant to the Resolution Plan approved by the Hon’ble NCLT, Ahmedabad Bench, 1,11,70,000 partly paid-up equity shares allotted to Plug & Play Retail and Distribution Private Limited, Promoter, became fully paid-up on July 18, 2026, upon receipt of the balance amount of ₹5 per share. Consequently, the paid-up equity share capital of the Company comprises 1,33,92,185 fully paid-up equity shares of ₹10 each. Further, the pre-Resolution Plan share capital of 9,12,95,775 equity shares was cancelled in accordance with the approved Resolution Plan. The revised post allotment shareholding is as follows: PARTICULARS NO. OF SHARE ALLOTTED PERCENTAGE OF SHAREHOLDING PROMOTERS 15,40,000 11.50% PROMOTER (Fully Paid Up By The 1,11,70,000 83.41% Board Resolution Dated December 26, 2022) PUBLIC 6,82,185 5.09% TOTAL 1,33,92,185 100% As per the Hon’ble NCLT order and as per resolution Plan Company filed corporate action forms with NSDL and CDSL for reduction of share capital Company also filed listing application before NSE and BSE for reduction of share capital in terms of Hon’ble NCLT order dated August 1, 2022 approving the Resolution plan under IBC 2016 The company received temporary ISIN: INE172H01022 from NSDL and CDSL. However, company is yet to receive listing approval from BSE and NSE. The matter is now pending before Hon’ble NCLT Ahmedabad Bench. The Board of Directors at its meeting held on December 26, 2022 approving the allotment of 1,11,70,000 (One Crore Eleven Lakh Seventy Thousand) partly paid equity shares of face value ₹10/- each, against payment of ₹5/- per share, to Plug & Play Retail and Distribution Private Limited, belonging to the Promoter Category, the consent of the Board be and is hereby accorded to acknowledge the receipt of the balance call money of ₹5/- (Rupees Five only) per equity share, aggregating to ₹5,58,50,000/- (Rupees Five Crore Fifty-Eight Lakh Fifty Thousand only). Therefore, the Paid-up capital has been Increased from Rs. 7,81,01,340 (Seven Crore Eighty One Lakh and One thousand Three Hundred and Forty Only) to Rs. 13,39,21,850 (Thirteen Crore Thirty Nine Lakh Twenty One Thousand Eight Hundr [Showing first 8,000 characters — download PDF for full document]