Your Directors have great pleasure in presenting 37^th Annual
Report and Financial Statements for the financial year ended
March 31, 2026.

FINANCIAL RESULTS/PERFORMANCE:

The financial performance of the Company for the financial
year ended March 31, 2026 is summarized below:

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the
general reserves out of the profits available for appropriation.

FINANCIAL STATEMENTS

The financial statements are prepared in accordance with the
Indian Accounting Standards (Ind-AS) as prescribed under
Section 133 of the Companies Act, 2013 read with Rule 3 of
the Companies (Indian Accounting Standards) Rules, 2015
and Companies (Indian Accounting Standards) Amendment
Rules, 2016.

CREDIT RATING

CRISIL Ratings has assigned the following ratings to the
Company's total bank Loan facilities of '14 crores:

Long term Rating

- CRISIL BBB-/Stable

MANAGEMENT DISCUSSION AND ANALYSISFinancial Performance and Operations Review

Sales and other income for the financial year under report
amounted to ' 9,188.93 lacs as compared with ' 7,878.69 lacs
for the previous year, an increase of 17%.

The operations of the Company have resulted in a net profit of
' 1,039.58 lacs as compared to a net profit of ' 656.62 lacs in
the previous financial year, an increase of 58%.

The Financial performance of the Company during the
financial year has improved mainly due to higher sales and
export business in key products as compared to its sales in the
preceding financial years. Your Company has also increased
its exports business by exploring newer markets for the
products of the Company.

INTRODUCTION

Your Company is into business of manufacturing and
marketing of pyridine and pyridine derivatives, picolines and
some bulk drugs. The major income derived by your Company
is from manufacturing and marketing of pyridine and pyridine
derivatives.

The world market of Pyridine and Pyridine Derivatives and
other dependent products / sub-market is valued around
USD 600 millions and is growing at a CAGR of about 5%.
Pyridine is segmented by types such as Pyridine, Beta
picoline, Alpha picoline, Gamma picoline. Pyridine is used in
several applications such as agrochemicals, Pharmaceuticals,
latexes, food and allied industries. Pyridine is also used in
different applications such as a solvent and as a denaturant
for alcohol antifreezyl mixture, ethyl alcohol and fungicides.
Pyridine is also used to manufacture vitamins, medicines,
food flavouring, dyes, adhesives, pesticides, herbicides, etc.
Nearly half of pyridines produced is used to produce pesticides
and herbicides. The increasing usage of Pyridine in these
applications is expected to drive the market for pyridine and
pyridine derivatives.

The Asia-Pacific region is anticipated to be the largest market
for the pyridine derivatives because of the significant share
of the region in agrochemicals and pharmaceuticals market
where these products are used extensively.

BUSINESS STRATEGY

The Company's business module is export oriented, although
the Company has many local valued customers. Our
core business strategy is our positioning as an integrated
Product Development Company focusing on Pyridine
and its derivatives. Resonance has proven capabilities in

integrated product development. The Company has, in many
of its products, successfully researched test batches at the
laboratory, at pilot plant and finally at commercial scales at
its manufacturing facility. Company's knowledge of organic
chemistry and expertise in catalysis are key strengths that
have stood by the Company through time. The Company also
achieved successful results from R&D in plant processes in
terms of better yields and resulting cost reduction.

The Company has a strong and established business
relationship with its clients across Pharmaceuticals,
Agrochemicals and Specialty Ingredients industries. The
Company's manufacturing facility continue to adhere to cGMP
and is ISO 9000:2015 certified. The Company's products are
also Kosher, Halal and FSSC certified.

Your Company is in the process of commercializing new
specialty chemicals/ intermediates developed by the Company
having use in multiple industries including pharmaceuticals.

RESEARCH & DEVELOPMENT

The Company takes pride in innovation and excellence covering
the different plant processes for reaction and distillation. The
Company's in-house R&D Center is continuously working in
the field of catalysis for fluidized bed and fixed bed catalytic
reactions.

The Company's R&D Center at Tarapur is recognized by
Department of Scientific and Industrial Research, Government
of India. The Company is undertaking major projects to
develop alternate and efficient process for making pyridine
based products.

KEY FINANCIAL RATIOS

Due to higher sales/income and improved margins, almost all
of the major financial ratios have improved, vis-a-vis, previous
financial year.

Opportunities, Threats, Risk and Concerns

Vision: To be recognized as domestic and internationally
integrated specialty chemicals Company through Innovation,
Quality and Competence.

Strength of RSL: The strength of RSL will always be its quality
commitment to all its renowned customers and competitive
prices as compared to market trend, audit clearances, quality
documents, updated certification and having our own backward
integration process which very few companies in India have.

Opportunities for RSL: RSL is in the process of adding many
intermediates in its product list. RSL is also reaching out to its
end users in many major countries with its product range after
knowing the end application thoroughly.

Weakness and Threats to RSL: Lack of some raw crude from
the global supply chain has hindered volumes of some of the
products in the financial year under report. Ban/restriction on
use of Pyridine in many countries is also a cause of concern.

HUMAN RESOURCE MANAGEMENT

At Resonance, we believe that our success is the end results
of the achievement of our team. The Company's performance
metrics are clearly defined and for real achievers the Company
offers an accelerated career growth unhindered by any
hierarchy. Resonance offers a merit led environment where
talent is respected and achievements are rewarded. Our
management structure allows genuine appreciation of good
work and the Company believes in delegating responsibilities.

We continually empower our team members to better
themselves and offer clear career paths for advancement.
The Company takes extreme pride in its greatest resource
and asset - the employees. Our constant endeavors have
been towards encouraging a culture of employee recognition
and motivation and we are able to achieve this through well
designed policies and processes like rewards and recognition
and other various employee benefit schemes. We ensure that
there is full adherence to the code of business conduct and fair
business practices by all our employees.

All safety and protective apparels are provided to the employees
working in our manufacturing set-up. Regular safety training is
also provided to all employees. External professional experts
were hired to work with managers to create easy-to understand
safety procedures, protocols and training.

INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT
STRATEGY

The Company has an adequate internal control system
including suitable monitoring procedures commensurate with

its size and the nature of the business. The internal control
systems provide for all documented policies, guidelines,
authorisation and approval procedures. The statutory auditors
while conducting the statutory audit, review and evaluate the
internal controls and their observations are discussed with the
Audit Committee of the Board.

CAUTIONARY STATEMENT

The statements in the Management Discussion and Analysis
Report describing the Company's objectives, projections,
estimates, expectations may be 'Forward looking statements'
within the meaning of the applicable laws and regulations.
Actual results could differ materially from those expressed or
implied. Important factors that could make a difference of the
Company's operations include economic demand/supply and
price conditions in the domestic and overseas markets for
Company's products, changes in the Government regulations,
tax laws, other statutes and incidental factors.

MATERIAL CHANGES AND COMMITMENTS AFTER THE
END OF THE FINANCIAL YEAR

No material changes or commitments affecting the financial
position of the Company have occurred between the end of the
financial year to which financial statements in this report relate
and the date of this report.

SHARE CAPITAL

The paid-up equity share capital of the Company as at March
31, 2026 is ? 1154.40 lacs. The Company currently has no
outstanding shares issued with differential rights, sweat equity
or ESOS.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANIES

The Company has no subsidiary or joint venture companies.
During the financial year under report, no company has
become / ceased to be subsidiary or Joint Venture Company.

RESEARCH & DEVELOPMENT EXPENSES

During the year under report, the Company has spent an
amount of Rs. 21.08 lacs as R&D expenditure (0.23% of the
turnover) as against Rs. 14.99 lacs spent in the previous
financial year (0.19% of the turnover).

DIVIDEND

Your Directors are pleased to recommend an equity dividend
of '1/- per share (10%) for the financial year under report. The
dividend amounting to 115.44 lacs, if approved at the ensuing
Annual General Meeting will be appropriated out of the profits
of the year and will be paid on or before August 28, 2026.

INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

The Company has transferred to the Investors Education
and Protection Fund (IEPF) all the unpaid dividend amount
required to be so transferred on or before the due date for such
transfer. The Company shall also transfer to IEPF, such of the
Company's equity shares in respect of which the dividend
declared has not been paid or claimed for seven consecutive
years.

The details of the unpaid / unclaimed dividend for the last
seven financial years are available on the website of the
Company (https://www.resonancesl.com/reports/2021/Data%
20for%20transfer%20to%20IEPF.pdf).

DIRECTORS

Mr. Charchit Jain, Whole-time Director retires by rotation at
the ensuing Annual General Meeting and, being eligible, offers
himself for re-appointment.

Mr. Raj Kamal Prasad Verma, Mr. Ajay Patadia and
Mrs. Dhara Shah who are independent directors have
submitted declaration that each of them meets the criteria of
independence as provided in Section 149(6) of the Companies
Act, 2013 and SEBI (LODR) Regulations and there has been
no change in the circumstances which may affect their status
as an independent directors during the year.

None of the directors of the Company are debarred from
holding the office of Director by virtue of any SEBI order or
order by any o ther competent authority.

In the opinion of the Board, the independent directors possess
appropriate balance of skills, experience and knowledge, as
required.

A brief note on Director retiring by rotation and eligible for
re-appointment is furnished in the Report on Corporate
Governance, annexed herewith.

KEY MANAGERIAL PERSONNEL (KMP)

During the financial year under report, the following persons
were the Key Managerial Personnel of the Company.

POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION
AND OTHER DETAILS

The Nomination and Remuneration Committee has laid down
the criteria for Directors' appointment and remuneration
including criteria for determining qualifications, positive
attributes and independence of a Director. The following

attributes/criteria for selection have been laid by the Board on
the recommendation of the Committee:

• the candidate should posses the positive attributes such
as leadership, entrepreneurship, industrialist, business
advisor or such other attributes which in the opinion of the
Committee the candidate possess and are in the interest
of the Company;

• the candidate should be free from any disqualifications as
provided under Sections 164 and 167 of the Companies
Act, 2013;

• the candidate should meet the conditions of being
independent as stipulated under the Companies Act,
2013 and SEBI (LODR) Regulations, 2015 in case of
appointment as an independent director; and

• the candidate should posses appropriate educational
qualification, skills, experience and knowledge in one or
more fields of finance, law, management, sales, marketing,
administration, research, corporate governance, technical
operations, infrastructure, medical, social service,
professional teaching or such other areas or disciplines
which are relevant for the Company's business.

BOARD EVALUATION

The Nomination and Remuneration Committee lays down the
criteria for performance evaluation of independent directors,
Board of Directors and Committees of the Board. The criteria
for performance evaluation is based on the various parameters
like attendance and participation at meetings of the Board and
Committees thereof, contribution to strategic decision making,
review of risk assessment and risk mitigation, review of
financial statements, business performance and contribution
to the enhancement of brand image of the Company.

The Board has carried out evaluation of its own performance
as well as that of the Committees of the Board and all the
Directors.

PROFICIENCY OF DIRECTORS

All the Independent Directors of the Company have registered
their names in the database maintained by Indian Institute
of Corporate Affairs, Manesar, Haryana. The Independent
Directors who are not otherwise exempted have also cleared
common proficiency test conducted by the said institute within
the prescribed time.

REMUNERATION POLICY

The objective and broad framework of the Company's
Remuneration Policy is to consider and determine the
remuneration, based on the fundamental principles of payment
for performance, potential and growth. The Remuneration

Policy reflects on certain guiding principles of the Company
such as aligning remuneration with the longer term interests
of the Company and its shareholders, promoting a culture of
meritocracy and creating a linkage to corporate and individual
performance and emphasising on line expertise and market
competitiveness so as to attract the talent. The Nomination and
Remuneration Committee recommends the remuneration of
Directors and Key Managerial Personnel, which is approved by
the Board of Directors, subject to the approval of shareholders,
where necessary. The level and composition of remuneration
shall be reasonable and sufficient to attract, retain and motivate
the directors, key managerial personnel and other employees
of the quality required to run the Company successfully.
The relationship of remuneration to performance should be
clear and meet appropriate performance benchmarks. The
remuneration to directors, key managerial personnel and
senior management personnel should also involve a balance
between fixed and incentive pay reflecting short and long
term performance objectives appropriate to the working of the
Company and its goals. The Remuneration Policy is placed
on the Company's website at (https://www.resonancesl.com/
reports/2017/REMUNERATION%20POLICY%20OF%20
DIRECTORS.pdf).

Information about elements of remuneration package of
individual directors is provided in the extract of the Annual
Return as provided under Section 92(3) of the Companies Act,
2013 and Corporate Governance Report which is annexed.

FAMILIARISATION PROGRAM FOR INDEPENDENT
DIRECTORS

Details of the familiarisation program of independent directors
are disclosed on the website of the Company (https://
www.resonancesl.com/reports/2026/Familiarisation%20
Programme 2025-26.pdf).

MEETINGS OF THE BOARD AND COMMITTEES THEREOF

This information has been furnished under Report on Corporate
Governance, which is annexed.

REPORTING OF FRAUDS:

There have been no instances of fraud reported by the
Statutory Auditors under Section 143 (12) of the Act and Rules
framed thereunder either to the Company or to the Central
Government.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors confirm that:

(a) In the preparation of the annual accounts for the
Financial Year ended March 31, 2026, 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 judgments
and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of your
Company as at March 31, 2026 and of its profit for the
year ended on that date;

(c) The Directors have 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 your Company and
for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts for
the Financial Year ended on March 31, 2026 on a going
concern basis;

(e) The Directors have laid down internal financial controls
to be followed by your Company and that such internal
financial controls are adequate and were operating
effectively. The details of the same forms part of
Management Discussion and Analysis Report; 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.

CORPORATE GOVERNANCE

As per the requirements of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company
has complied with the requirements of Corporate Governance
in all material aspects.

A report on Corporate Governance (Annexure 1) together with
a certificate of its compliance from the Practising Company
Secretary, forms part of this report.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public
during the year under review and as such no amount of
principal or interest on deposits from public was outstanding
as on the date of the balance sheet.

AUDIT COMMITTEE

Details of the Audit Committee along with its constitution
and other details are provided in the Report on Corporate
Governance.

AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS

M/s. Kailash Chand Jain and Co., Chartered Accountants
(Firm Registration No. 112318W) are the Statutory Auditors
of the Company who are appointed from the conclusion of
the 32^nd Annual General Meeting and till the conclusion of the

ensuing 37th Annual General Meeting. They are being re¬
appointed as the Statutory Auditors of the Company for the
second term of 5 years from the conclusion of the ensuing 37th
Annual General Meeting and till the conclusion of 42nd Annual
General Meeting of the Company in the year 2031.

The Auditors' Report for the financial year ended March 31,
2026 read with the notes to the accounts referred to therein
are self-explanatory and therefore, do not call for any further
comments. There are no qualifications, reservations or adverse
remarks made by the Auditors.

COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act,
2013, M/s. Poddar & Co., Cost Accountants (Firm Registration.
No. 101734) were appointed as the Cost Auditors to conduct
audit of cost records of the Company for the financial year
2025-26.

The Company has maintained the cost accounts and cost
records as specified by the Central Government under sub¬
section (1) of Section 148 of the Companies Act, 2013.

The Cost Audit Report for the financial year 2024-25 has been
filed by the Company on August 11, 2025 and within the due
date.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable
provisions, if any, of the Companies Act, 2013, M/s. Alok
Khairwar & Associates, Practising Company Secretaries
were appointed as the Secretarial Auditors for auditing
the secretarial records of the Company for a period of five
consecutive financial years w.e.f F.Y 2025-26

The Secretarial Auditors' Report is annexed hereto. There are
no qualifications, reservations or adverse remarks made by
the Secretarial Auditors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to good corporate citizenship.
As a part of its corporate social responsibility, the Company
continues to undertake a range of activities including healthcare
and education to improve living conditions of the needy people.
The CSR policy of the Company is placed on the website of
the Company (https://resonancesl.com/reports/2020/CSR%20
Policy.pdf).

During the year under report, the Company has supported
healthcare and educational projects undertaken by a charitable
institution having CSR registration.

In accordance with the provisions of Section 135 of the
Companies Act, 2013, an abstract on Company's CSR
activities is furnished as Annexure 2 to this report.

SAFETY, ENVIRONMENT AND HEALTH

The Company considers safety, environment and health as
the management responsibility. Regular employee training
programmes are carried out in the manufacturing facility on
safety and environment.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS BY THE COMPANY:

The Company has not given any loans or guarantees or made
investments in contravention of the provisions of the Section
186 of the Companies Act, 2013. The details of the loans and
guarantees given and investments made by the Company are
provided in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during
the financial year were on arm's length basis and were in the
ordinary course of Company's business.

The Board has approved a policy for related party transactions
which has been uploaded on the website of the Company
(https://www. resonancesl.com/reports/2025/Revised-related-
party-transactions.pdf).

All the related party transactions are placed before the Audit
Committee as well as the Board for approval on a quarterly
basis. Omnibus approval was also obtained from the Audit
Committee on an annual basis for repetitive transactions.
Approval of the shareholders is also obtained, wherever
necessary, in this regard.

Related party transactions are disclosed in the notes to the
financial statements. Prescribed Form No. 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 is furnished as
Annexure 3 to this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with
Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, a statement showing
the names and other particulars of the employees drawing
remuneration and other details as set out in the said rules
are provided as an Annexure 4 in this annual report. The
Company had no employee drawing remuneration in excess
of the amount as mentioned under Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

However, having regard to the provisions of the first proviso
to Section 136(1) of the Act and as advised, the Annual
Report excluding the aforesaid information under Explanation
(2) to the above Rule is being sent to the members of the
Company. The said information is available for inspection at
the registered office of the Company during working hours
excluding Saturdays and any member interested in obtaining
such information may write to the Company Secretary
and the same will be furnished on request. The full Annual
Report including the aforesaid information is available on the
Company's website www.resonancesl.com.

CODE OF CONDUCT

The Board has laid down a code of conduct for Board members
and senior management personnel of the Company. The code
also incorporates the duties of independent directors as laid
down in the Companies Act, 2013. The said code of conduct
is posted on Company's website at (https://resonancesl.com/
reports/2017/Code%20of%20Conduct%20for%20Board%20
Members%20and%20Senior%20Management%20of%20
Resonance%20Specialties%20Limited.pdf).

The Board members and senior management personnel
have affirmed compliance with the said code of conduct. A
declaration signed by the Wholetime Director / CFO is given at
the end of this Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

There is a Whistle Blower Policy in the Company and no
personnel has been denied access to the Chairman of the
Audit Committee. The policy provides for adequate safeguards
against victimization of persons who use vigil mechanism.
The Whistle Blowing Policy is posted on the website of
the Company at (https://resonancesl.com/reports/2020/
Revised%20Whisler%20Blower%20Policv.pdf).

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Prevention of Insider
Trading based on the SEBI (Prohibition of Insider Trading)
Regulations, 2015. The same has been placed on the
website of the Company at (https://www.resonancesl.com/
reports/2019/Code%20of%20Conduct%20on%20Insider%20
Trading%20Policy.pdf).

All the Directors, senior management employees and other
employees who have access to the unpublished price sensitive
information of the Company are governed by this code. During
the year under Report, there has been due compliance with
the said code of conduct for prevention of insider trading.

CONSTITUTION OF COMMITTEE UNDER SEXUAL
HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013

The Company has in place an Anti-Sexual Harassment Policy in
line with the requirements of the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition &Redressal) Act,
2013. Internal Complaints Committee (ICC) has been set up to
redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are
covered under this policy. During the year, no complaint has
been received.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There are no significant or material orders passed by any
regulator, tribunal or court that would impact the going concern
status of the Company and its future operations.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

In accordance with the requirements of Section 134 of the
Companies Act, 2013, statement showing particulars with
respect to conservation of energy, technology absorption and
foreign exchange earnings and outgo is furnished as Annexure
5 to this report.

ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of
the Companies Act, 2013 and Rule 12 (1) of the Companies
(Management and Administration) Rules, 2014, copy of
Annual Return in Form MGT-7 is placed on the website of the
Company at the following web link (https://www.resonancesl.
com/reports/2026/RSL%20ANNUAL%20RETURN%202025-
2026.pdf).

SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial
Standards.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the
continued co-operation and support extended to the Company
by the bankers. Your Directors also thank the trade and
consumers for their patronage of the Company's products.
Your Directors also place on record their profound admiration
and sincere appreciation of the continued hard work put in by
employees at all levels.

For and on behalf of the BoardRaj Kamal Prasad Verma

Mumbai Chairman

May 14, 2026 DIN: 02166789