Directors Report of Rishabh Instruments Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their Forty Second (42nd) Annual Report together with the audited financial statements for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS:

(INR In Millions)
Particulars	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Total Income	2,491.16	2,306.07	7,348.71	7,013.31
Earnings before Interest, Tax, Depreciation & Amortisation (EBITDA)	449.31	515.93	632.57	827.55
Less: Interest	(2.82)	(6.69)	(55.03)	(40.78)
Profit Before Depreciation & Tax	446.49	509.24	574.51	786.47
Less: Depreciation	(132.50)	(99.90)	(273.14)	(275.99)
Profit before Tax (PBT)	313.99	409.34	301.37	510.48
Less: Tax Expenses	(80.24)	(85.50)	(89.28)	(111.54)
Profit after Taxation (PAT)	233.75	323.84	212.09	398.94
The abovementioned figures are extracted from financial statements prepared in accordance with the Indian accounting standards (IND AS).

2. BUSINESS OPERATIONS AND OUTLOOK

During the current year of operations, your Company has recorded a consolidated total income of INR 7,348.71 Million compared to previous financial year''s total income of INR 7,013.31 Million.

The Profit after Tax of the Company was decreased from INR 398.94 Million in the previous financial year to INR 212.09 Million in the current financial year.

Outlook of the business has been discussed in detail in the "Management Discussion and Analysisâ which forms a part of this Annual Report.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no material change in the nature of business during the year under review.

4. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, Lumel S.A., a material subsidiary of Rishabh Instruments Limited, acquired MICROSYS, spol. s r.o., a Czech Republic-based company engaged in

software development for industrial automation. MICROSYS is known for its proprietary PROMOTIC SCADA system, used for monitoring and control of technological processes. Established in 1991, the Company brings decades of domain expertise. The acquisition is aimed at enhancing Lumel''s product portfolio and strengthening its presence in the automation and software solutions space.

5. DIVIDEND

With a view to conserve the resources of the Company the Directors are not recommending any dividend for the year under review.

6. TRANSFER OF PROFITS TO RESERVES

During the year under report, the Company proposes to transfer on standalone basis an amount of INR 233.75 Million to the Reserves.

7. PUBLIC DEPOSITS

During the year under review, your Company did not accept any deposits within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time. The Company has not accepted any fresh loans from directors or their relatives during the year under review.

8. SHARE CAPITAL

During the year under review, the Company issued and allotted 16,400 Equity Shares of INR 10 each of the Company, pursuant to the Employee Stock Option Plan 2022- Scheme B and 1,86,000 Equity Shares of INR 10/- each of the Company, pursuant to the Employee Stock Option Plan 2022- Scheme A (the Company issued and allotted in total 2,02,400 Equity shares under scheme A & scheme B). As a result of the allotment, the paid-up share capital increased to INR 38,40,74,240/- comprising 3,84,07,424 Equity Shares of INR 10/- each. The shares so allotted rank pari passu with existing share capital of the Company. Apart from the above information, there was no other change in share capital of the Company.

The Equity Shares 3,82,21,424 (Three Crores Eighty Two Lakhs Twenty One Thousand Four Hundred Twenty Four) of INR 10/- each of the Company are listed in Main Board to the stock exchanges as:

Stock Exchange where the	Scrip Symbol/
Shares are Listed	Code
BSE Limited	543977
National Stock Exchange of	RISHABH
India Limited

Note : On March 29, 2025, 1,86,000 Equity Shares of INR 10/- each were allotted pursuant to the exercise of options granted under RIL ESOP Plan 2022-Scheme A for which the listing and trading approval received from stock exchanges in the month of April 2025. Hence, the above mentioned Equity Shares does not cover 1,86,000 shares.

The Company has paid the requisite Annual Listing Fees to Stock Exchanges for the financial year 2025-26, where its securities are currently listed.

During the year under review, there was no change in the Authorised share capital of the Company.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

There had been no material changes and commitments, which affect the financial position

of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments covered under Section 186 of the Act, if any, forms part of notes to the Financial Statements provided in this Annual Report.

11. REPORT ON PERFORMANCE OF SUBSIDIARIES

A statement containing salient features of the financial statements of Subsidiary Companies in Form AOC-1, as required under section 129 (3) of the Companies Act, 2013, forms a part of this Annual Report and is annexed as Annexure A. The audited financial statements in respect of each of the subsidiaries shall be kept open for inspection at the Registered Office of the Company on all working days during business hours up to the date of the forthcoming Annual General Meeting. Further, the Company will make available the audited annual accounts and related information of the subsidiary companies, upon request by any Member of the Company.

12. CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements ("CFSâ) of your Company along with its subsidiaries as at March 31, 2025 have been prepared in accordance with the Indian Accounting Standard on âConsolidated Financial Statements'' issued by the Institute of Chartered Accountants of India read together with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI (LODR) Regulationsâ) and form a part of this Annual Report. The Auditors'' Report on the CFS is also attached, which is unmodified.

13. INVESTMENTS & ACQUISITIONS

During the year, your Company has not made any investments or acquisition.

14. UTILISATION OF IPO PROCEEDS

The proceeds of the IPO are being used for the purposes for which it was stated to be utilised in the Prospectus. The unutilised portion thereto has been invested in bank deposits as per the applicable rules. The summary of utilisation of IPO proceeds as on March 31, 2025 is stated in

Note No.67 of Notes to Accounts to standalone financial statements.

15. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is forming part of the Annual Report.

16. CORPORATE GOVERNANCE REPORT

Your Company believes in adopting best practices of corporate governance. The Company has complied with the regulatory provisions for Corporate Governance as prescribed under Schedule V of SEBI (LODR) Regulations, 2015. The quarterly Corporate Governance Reports are submitted with the stock exchanges in compliance with the regulatory provisions. A certificate from M/s KANJ & Co., LLP, Practicing Company Secretaries, confirming compliance of conditions of the Corporate Governance, forms a part of this Annual Report.

17. BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT

As required under Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) outlines the Company''s various initiatives on environmental, social, and governance fronts. This report is an integral part of the Annual Report for the top 1,000 listed entities based on market capitalisation. The Company has chosen to voluntarily include the BRSR for the financial year 2024-25 in its Annual Report.

18. COMPLIANCE WITH THE CODE OF CONDUCT

A declaration signed by the Whole time Director affirming compliance with the Company''s Code of Conduct by the Directors and Senior Management Personnel, for the financial year 2024-25, as required under Schedule V of the SEBI (LODR) Regulations, forms a part of this Annual Report.

19. DIRECTORS & KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Board comprised of one Executive Chairman, one Non-Executive Non Independent Director, One Whole-Time Director and four Non-Executive Independent Directors including one Woman Independent Director. The Board is well diversified and consists of one Woman Independent Director.

Sr. No.	Name	Designation
	Mr. Narendra Goliya	Executive Chairman
ii.	Mr. P. K. Ramakrishnan	Non-Executive, Non Independent Director
iii.	Mr. Rathin Kumar Banerjee	Non-Executive, Independent Director
iv.	Mr. Siddharth Bafna	Non-Executive, Independent Director
v.	Mrs. Astha Kataria	Non-Executive, Independent Director
vi.	Mr. Lukasz Meissner	Non-Executive, Independent Director
vii.	Mr. Dineshkumar Musalekar	Whole-Time Director

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an appropriate combination of Executive, Non-Executive and Independent Directors.

During the year under review, Mr. Dineshkumar Musalekar (DIN: 02039938) was appointed as a Whole-Time Director of the Company with effect from August 09, 2024.

Mr. Dineshkumar Musalekar, Whole-Time Director, Mr. Vishal Kulkarni, Chief Financial Officer, and Mr. Ajinkya Joglekar, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company within the meaning of sections 2 (51) and 203 of the Companies Act, 2013 read together with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, as on March 31, 2025.

20. BOARD MEETINGS AND ANNUAL GENERAL MEETING

The Board of Directors duly met 4 (Four) times during the financial year from April 01, 2024 to March 31, 2025. The dates on which the meetings were held are May 29, 2024, August 09, 2024, November 12, 2024 and February 07, 2025. Also, a meeting of Independent Directors was held on March 20, 2025 as prescribed under Schedule IV of the Companies Act, 2013 (the "Actâ).

The maximum time gap between any two meetings did not exceed prescribed period of one hundred twenty days. The particulars of directors present at various Board and Committee Meetings are given in the Corporate Governance Report which forms part of this Report.

The 41st Annual General Meeting (AGM) of the Company was held on September 13, 2024.

21. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company to the best of their knowledge and ability hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) They 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 the Company at the end of the financial year and of the profit of the Company for the same period;

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 the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) Proper internal financial controls have been laid down in the Company that are adequate and were operating effectively.

f) Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are adequate and are operating effectively.

22. DECLARATION BY INDEPENDENT DIRECTORS AND STATUS ON INDEPENDENT DIRECTORSâ PROFICIENCY TEST

The Company has received necessary declarations from each Independent Director under section 149(7) of the Companies Act, 2013 that he/she fulfils the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Board reviewed and assessed the veracity of the aforesaid declarations, as required under Regulation 25(9) of the Listing Regulations. In the opinion of the Board, all the Independent Directors fulfil the said conditions as mentioned in Section 149(6) of the Act and the Listing Regulations and are independent of the Management. All the Independent Directors of the Company have complied with the provisions of sub rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 with respect to registration with the Indian Institute of Corporate Affairs for the Independent Directors'' Database. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise and proficiency required to fulfil their duties as Independent Directors.

Based on the confirmations/disclosures received from the Directors under Section 149(7) of the Companies Act 2013 and on evaluation of the relationships disclosed, the following Non-Executive Directors are considered as Independent Directors:

a. Mr. Rathin Kumar Banerjee

b. Mrs. Astha Kataria

c. Mr. Siddharth Bafna

d. Mr. Lukasz Meissner

23. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Board of Directors carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of Section 134 (3) (p) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The performance evaluation matrix defining the criteria of evaluation for each of the above has been put in place. The performance evaluation of the Independent Directors was carried out by the Board (excluding the Director being evaluated).

A meeting of the Independent Directors was also held on March 20, 2025, inter alia,to review the performance of Non-Independent Directors and the Board as a whole. The Chairperson of the Independent Director''s Meeting had updated the other members of the Board about the outcome of the process.

24. COMMITTEES OF THE BOARD

Details with respect to the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders'' Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee and meetings of the said Committees held during the year forms part of the Corporate Governance Report annexed to this Report.

25. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board appointed M/s. KANJ & Co., LLP (LLPIN: AAM-2628), Practicing Company Secretaries, Pune as the Secretarial Auditors of the Company. The Secretarial Auditor''s Report for the year ended March 31, 2025 as required under Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations is appended as Annexure B to this Annual Report.

The Secretarial Auditor has observed certain procedural lapses during the course of its review; The Management has duly addressed and rectified these lapses with appropriate corrective actions to ensure continued compliance and governance standards.

Further, as per Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and SEBI (LODR) read with SEBI (LODR) (Third Amendment) Regulations, 2024, based on the recommendation of the Audit Committee, the Board has recommended to appoint M/s. KANJ & Co., LLP (LLPIN: AAM-2628) Company Secretaries as the Secretarial Auditors of the Company for the term of 5 (five) years i.e. from Financial Year April 01, 2025 to March 31, 2030.

26. STATUTORY AUDITORS

M/s MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W), were appointed by the Shareholders at the 39^thAnnual General Meeting held on September 21, 2022 as Statutory Auditors for a term of five consecutive years to hold office until conclusion of 44th Annual General Meeting. Pursuant to the amendment to Section 139 of the Companies Act, 2013 effective from May 07, 2018, ratification by shareholders every year for the appointment of Statutory Auditors is no longer required and accordingly, the Notice of ensuing 42nd Annual General Meeting does not include the proposal for seeking shareholders'' approval for ratification of Statutory Auditors appointment.

27. AUDIT OBSERVATIONS

Statutory Audit: There is no Audit observation during the financial year 2024-25 as provided by the Statutory Auditors. The Statutory Auditors have not reported any fraud during the financial year 2024-25.

The report of statutory auditors does not contain any qualification, reservation or adverse remark or disclaimer and there was no fraud was reported by the statutory auditor.

Secretarial Audit: The Board of Directors of the Company acknowledges the observations made by the Secretarial Auditor in their Report for the Financial Year 2024-25. The Board is committed to maintaining rigorous adherence to the Securities and Exchange Board of India (SEBI) regulations, the Companies Act, 2013, and other relevant guidelines. The Board appreciates the Secretarial Auditor''s detailed feedback and

would like to address the key points raised. The Board is addressing the specific issues highlighted with respect to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company is reviewing its internal processes to ensure better alignment with applicable regulatory requirements, including those under SEBI Regulations and the Companies Act, 2013. Measures are being initiated to enhance accuracy in regulatory filings, improve the quality and timeliness of disclosures, and ensure proper documentation across various compliance areas.

The Board is also working towards strengthening procedural aspects related to committee meetings, disclosures, website updates, and record maintenance. Efforts are underway to reinforce internal controls and adopt best practices to avoid any procedural or compliance-related lapses in the future.

The Company remains committed to maintaining the highest standards of compliance, transparency, and good governance.

28. COST RECORDS & AUDITOR

Pursuant to the provisions of Section 148(3) of the Companies Act, 2013 and applicable rules, the Board has appointed M/s. Hareesh K. Shetty., as the Cost Auditor of the Company to conduct an audit of cost records maintained by the Company for the financial year 2025-26.

29. INTERNAL AUDITORS

The Board appointed M/s. Rajendra P. Shah & Co., Chartered Accountants, as the Internal Auditor of the Company for the Financial Year 2025-26.

30. PARTICULARS OF EMPLOYEESREMUNERATION

The information relating to remuneration and other details as required pursuant provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing details of personnel drawing remuneration in excess of the prescribed limit under the said rules, are annexed as Annexure C to the Directors'' Report. During the year under review, the Company continued to focus on talent conservation and talent development.

31. EMPLOYEE STOCK OPTION SCHEME

Your Company had introduced an Employee Stock Option Plan (ESOP) during the year 2022, under which there are two Schemes namely, Employees Stock Option Scheme A, 2022 and ¹Employees Stock Option Scheme B, 2022 for granting term-based Stock Options to the Employees of the Company.

Your Company had introduced Stock Appreciation Rights (SAR) Scheme, 2024 during the year under review.

The relevant details regarding the above schemes have been disclosed on the website of the Company at https://rishabh.co.in/.

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

Particulars required to be furnished under the Companies (Accounts) Rules, 2014 are as under:

(i) The steps taken or impact on conservation of energy: During the financial year 2024-25, the Company undertook several targeted initiatives to enhance energy efficiency at the F-31 Plant. These included the implementation of automatic AC switch-off systems, motion sensors, and light unit motion sensors, which led to optimised usage of electrical equipment by minimising wastage. The cumulative impact of these measures resulted in an energy saving of 6,310 consumption units, demonstrating the Company''s proactive approach to reducing energy consumption through automation and smart controls.

(ii) The steps taken by the Company for utilising alternate sources of energy: As

a significant step towards sustainable energy use, the Company has successfully installed a 280 KW Solar System at the F-31 Plant. This renewable energy installation contributed to a substantial saving of 3,29,381 consumption units during the year, reflecting a strategic shift towards clean and green energy sources. This initiative underlines the Company''s commitment to reducing its carbon footprint and reliance on conventional power sources.

(iii) The capital investment on energy conservation equipment: The Company made strategic capital investments in energy-saving infrastructure, including the installation of a 280 KW Solar Power System and automation-based control devices such as motion sensors and AC auto switch-off units. These investments were aimed at long-term operational efficiency and cost savings through reduced energy consumption.

â¢ Research & Development:

a) Rishabh R&D has completed the development of DIN series energy meters which includes 27 No''s variants. All 27 No''s of variants have different features and output types as per the application and market requirement. The variants include are mainly divided into major group as per the DIN sizes 1U, 2U and 4U. DIN 1U size is for single phase network which in turn includes meters with direct current input, CT input 1A/5A and 100mA CT inputs. DIN 2U is also for single phase except the rating of direct current is 100A and meters includes additional DI/DO. DIN 4U meters are for three phase networks which also has 3 different variants direct current, CT input and 100mA CT input. All 27Nos of variant are as per EN50470-3, IEC62053-21 and designed as per MID directive. All variants have been MID certified by NMI LAB Netherland.

b) The rapid growth in technology used in solar segment both in inverters and panels have led to the rapid development in the number of installations in India. This growth is also supported by the government subsidies and initiative. On other hand government is also mandating the compulsory certification as per the IS and IEC standards to be done through BIS approved laboratory. This is important in order to safeguard the consumers interest

through allowing the usage of the certified products only. MNRE has recently introduced two more standards in the scope of BIS i.e. IS17980:2022 and IEC 61683 to the already existing list of standards

i.e IS16221-2 and IS 16169. In view of this Rishabh has planned to do the necessary certifications on all its models to comply to the regulatory requirement.

The recent advancement in the field solar panel technology, now the new solar cells are more efficient. The new top con modules have the characteristic of higher current up to 20A. This means that the inverters have to be designed to handle the maximum input current of up to 20A.

Taking all of the above factors in to the accou nt, Rishabh has planned to develop new series of single-phase inverters ranging from 1kW to 6.5kW. Also, there is a plan to launch the new range of the three-phase inverter that are more efficient & compact in size then before. Single phase inverters will have the weight < 11 kg, and dimensions WxHxD: 381 x 382 x 166mm. The method of cooling adopted will be Natural convection; this ensures the maintenance-free operation of the inverter. We are coming up with the aluminum die cast enclosures for these inverters.

Along with the developments in the single-phase series of inverters, we have also done PTPiREE certifications which is essential for inverters to be installed in Poland. With this we became the first Indian company to do the PTPiREE certifications and are able to export the inverters to Europe.

As the market demanded the need for display, we have also launched the NEO series of inverters with

latest OLED display. Key features like inbuilt zero export function, String current analysis, remote monitoring features like GSM, Ethernet, Wifi etc will be provided.

c) In previous year ANSI energy meter 2S and 12S study was completed and this year Rishabh R&D started the development. The development was done as per the specification given by the customer. Additionally, the products of existing manufactures in US market were studied to have a better and in-depth understanding. There are two types of socket meters, team is in the process of designing Form 2S and Form 12S meters. The Form 2S meters support a split phase network or it is also called 1phase 3wire network. The Form 12S meters are required for 3Phase 3Wire delta and 1 phase 3 wire networks supporting the Bondel theorem, which is also known as Network in ANSI terminologies. The Socket type energy meter with a current range up to 200A, Voltage range of 2S meter is 240V and 12S is 120 to 240V. The Meter is equipped with optical port and Lora communication. Lora communication is used for remote data access and control.

d) To expand the CT business in domestic market, Rishabh R&D has developed 9 new types of Resin potting current transformers. These current transformers comply with IEC 61869-1/2. It has a variety of size starting from 60 mm width to 275mm width size as per application requirements. It has a unique cap sealing option so that CT''s are tamper proof. To cater to the high temperature requirement, UL grade poly-carbonate material is selected. To cover the maximum applications, different mounting options are available, like wall mounting and bus bar mounting.

e) To expand the CT business in international market, Rishabh R&D has developed 2 new types of Split current transformers. These current transformers comply with IEC 61869-1/2. It has a variety of window size of 28 mm and 32mm size as per application requirements. It has a unique feature like Swing open for ease of installation, Hinged Split Core. For faster installation these CT''s are having bus bar holding clip (optional feature as per request) and also Cable tie provision (default feature) to hold the bus bar or cables firmly. In these CT types both the cases can be sealed so that CT''s are tamper proof. To cater to the high temperature requirement, UL grade poly-amide material is selected.

f) For international market, Rishabh R&D has developed a customised 3 phase Current transformer. These current transformers comply with IEC 61869-1/2. It has a window size of 32mm x 15mm as per application requirements. It has a unique feature like plug-in type connector so that installation can be done faster. CT''s are having bus bar holding profile so that bus bar or cables can be fixed firmly. In these CT type cases are sealed ultrasonically. To cater to the high temperature requirement, UL grade poly-amide material is selected.

g) After successful designing of ON-OFF, change over, multi-step, volt-ammeter, isolator, selector, reverse-forward switches and TNC switches the need was felt to design Distribution Box i.e. DB switches having unique feature that no competitor or existing switch manufacturer is providing like In build Single LED DB switch and also Inbuilt 3 LED DB switch. It is designed to compact in size,

robust in design which also meets the safety requirements as per ISO 60947 standards. Feature like long distance visibility for Input and output phases. Switch is available 90 degrees of handle rotation. Switch can be installed up to 3 mm panel thickness with standard mounting, it can be easily interchangeable. The switch is made entirely of UL-grade nylon plastic, which withstands high temperatures.

h) After successful completion of Digital insulation Tester both Suitcase type and Table top type. Rishabh R&D has design and developed an HV Clamps for these meters for 5kV and 10kV with Jaw opening of 38mm. These clamps are conform to standard IEC 61010-031-2022. Portable design, Reliable and accurate. These clamps are equipped with secure locking mechanism integrated with the clamp probe which ensures a stable and reliable connection during testing. The clamp is thoughtfully designed with ergonomically grip, prioritising user comfort during handling. The clamp is equipped with extra safety measures, providing added layers of protection during testing.

i) To explore the business opportunity in AMP segment Rishabh R&D has developed Edgewise analog panel meter for Locomotive application Works.

It has unique feature of Edgewise reading, making it ideal for the application where the panel space is limited. This series consist of two ranges i.e. Volt meter and Traction.

Braking Effort meter. These meter measures 48mm X 96m as per the application requirement. These meters comply to the IEC77 & IEC571. The design is robust making it perfect fit for the heavy-duty application like Railways.

â¢ Technology Absorption, Adoption -

a) Rishabh R&D always tries to absorb and adopt new technologies as per the market requirements. This year Rishabh R&D team worked on LORAWAN technology. LoRaWAN (Long Range Wide Area Network) is a low-power, long-range wireless communication protocol designed for Internet of Things (IoT) applications. It operates in unlicensed frequency bands and enables devices to send small amounts of data over distances of several kilometers, making it ideal for smart cities, agriculture, and industrial monitoring. LoRaWAN supports secure, bi-directional communication and is optimised for low power consumption, allowing connected devices to run on batteries for years. Its architecture includes gateways, network servers, and end devices, providing scalable and flexible connectivity solutions. The Rishabh R&D studied the protocol, designed the required hardware and software and successfully completed the implementation.

â¢ Foreign Exchange earnings and outgo:

Total foreign exchange earnings and outgo for the financial year were as follows:

Year ended March 31, 2025 (INR in Millions)

Year ended March 31, 2024 (INR in Millions)

Total foreign exchange outgo

630.09

852.84

Total foreign

exchange

earnings

960.51

1,206.38

33. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, no applications were made or any proceeding were pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

34. THE 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

During the year under review, there had been no instances wherein the difference between amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

35. RELATED PARTY TRANSACTIONS

All the related party transactions carried out during the year were carried out at arm''s length basis and in ordinary course of business. There were no materially significant related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

All the transactions with related parties were approved by the Audit Committee and the Board of Directors. The particulars of contracts entered during the year are given in Form AOC-2 enclosed as Annexure D.

36. CORPORATE SOCIAL RESPONSIBILITY (ââCSRââ)

Your Company has a strong commitment towards the society we live in. Your Company has spent amounts in Healthcare, Woman Empowerment, Animal Welfare and Education as a part of its CSR objects. The Company strives to promote cyber security awareness, promotion of education and community development. It has also funded and participated in projects that support and aid children with disabilities.

The Company''s CSR policy is available on our website at https://rishabh.co.in/.

During the year under review, the Company has spent INR 6.42 Million on CSR activities, as against mandatory CSR commitment of the total amount of INR 5.30 Million as per provisions of the Section 135 of the Companies Act, 2013. The Company continues to remain committed towards undertaking CSR activities for the welfare of the society.

A Report on CSR activities of your Company under the provisions of the Companies Act, 2013 during the financial year 2024-25 is given as Annexure E.

37. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board of Directors of your Company are responsible for ensuring that the Internal Financial Controls ("IFCâ) are laid down in the Company and that such controls are adequate and are operating efficiently and effectively. The Company''s IFC policies are commensurate with its requirements and are operating effectively. The Internal Financial Controls covered the policies and procedures adopted by the Company for ensuring orderly and efficient conduct of business including adherence to the Company''s policies, safeguarding of the assets of the Company, prevention and detection of fraud and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

38. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has a Vigil Mechanism for Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. It also provides for multiple ways to promptly report any suspected or potential violation of Rishabh Code of Conduct. All employees and Directors have access to the Chairperson of the Audit Committee in appropriate and exceptional circumstances.

During the year under review, there are no such events to report. The details of Vigil Mechanism (Whistle Blower Policy) are given in the Report on Corporate Governance forming a part of this Annual Report. The Company has also uploaded the said Whistle Blower Policy on its website at https://rishabh.co.in/.

39. RISK MANAGEMENT POLICY

The Company has put in place a robust Risk Management Policy and constituted a Risk Management Committee as required under Listing Regulations. The Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans, risk reporting and carries out other related activities as per the Listing Regulations. The purpose of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to enterprise risk management.

The Risk Management Committee is updated on the risks on a six-monthly basis. There are no risks which in the opinion of your directors threaten the existence of the Company. The details on composition and meetings of the Committee forms part of the Corporate Governance Report annexed to this report.

40. POLICY ON APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration Committee of the Board has framed a policy for selection and appointment of Directors and senior management personnel, which inter alia includes the criteria for determining qualifications, positive attributes and independence of a Director(s)/ Key managerial personnel and their remuneration. The details of Nomination and Remuneration Policy of the Company for Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and other employees along with other related matters have been provided in the Corporate Governance Report. Corporate Governance Report that forms part of this Annual Report. The nomination and remuneration policy is available on the website of the Company (https://rishabh. co.in/).

41. INVESTOR EDUCATION AND PROTECTION FUND:

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rulesâ), dividends of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPFâ). In terms of the foregoing provisions of the Act, no dividend amount or shares were required to be transferred to the IEPF by the Company during the year ended March 31, 2025.

42. OTHER MATTERS

Your Directors state that during the financial year under review -

i. the Whole-time Director of the Company has received remuneration from the subsidiaries as follows:

a. EUR 24,000 (Twenty-Four Thousand Euro) to be structured into 12 monthly equated salaries in salary components at Lumel S.A.

b. Euro 24,000 (Twenty-Four Thousand Euro) to be structured into 12 monthly equated salaries in salary components at Lumel Alucast Sp. Z.o.o.

ii. The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

iii. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operations in future.

43. ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Companies Act, 2013, the Annual Return for the Financial Year 2024-25 will be uploaded at the website of the Company (https://rishabh.co.in/) after filing with the MCA.

44. CREDIT RATING

During the year, the following credit ratings were assigned to the Company: CRISIL BBB/Stable (Reaffirmed) for long term debt facility and CRISIL A3 (Reaffirmed) for short term debt facility.

45. REPORTING OF FRAUDS

During the year under review, the Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee and / or Board under section 143(12) of the Act.

46. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has formulated a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Committee(s) has been set up across all its required locations in India to address complaints received regarding sexual harassment.

There were no complaints reported during the financial year 2024-25.

47. ACKNOWLEDGMENTS

Your Board places on record sincere gratitude and appreciation for all the employees. The Board conveys its appreciation for its customers, vendors, investors, bankers, end users, dealers, distributors, business partners, regulatory bodies and other business constituents during the year under review. We also thank the support received from various government and regulatory authorities.

Mar 31, 2024

The Board of Directors of your Company are pleased to present the 41st Annual Report along with the audited financial statements for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS:

(INR In Millions)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Income	2,306.07	2,010.52	7,013.31	5,797.81
Earnings before Interest, Tax, Depreciation & Amortisation (EBITDA)	515.93	363.81	827.25	863.24
Less: Interest	(6.69)	(25.28)	(40.78)	(51.50)
Profit Before Depreciation & Tax	509.24	338.53	786.47	811.74
Less: Depreciation	(99.90)	(95.98)	(275.99)	(204.59)
Profit before Tax (PBT)	409.34	242.55	510.48	607.15
Less: Tax Expenses	(85.50)	(55.79)	(111.54)	(110.28)
Profit after Taxation (PAT)	323.84	186.76	398.94	496.87

The abovementioned figures are extracted from financial statements prepared in accordance with the Indian accounting standards (IND AS).

2. BUSINESS OPERATIONS AND OUTLOOK

Your Company recorded a total income of INR 7,013.31 Million for the financial year 2023-24 as against INR 5,797.81 Million in 2022-23 resulting in an increase of 20.96% in the total revenue during the year under review on consolidated basis. The Profit after Tax of the Company was decreased by 19.71% from INR 496.87 Million in the year 2022-23 to INR 398.94 Million in the year under review.

Outlook of the business has been discussed in detail in the "Management Discussion and Analysisâ which forms a part of this Annual Report.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of the Company.

4. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, no companies have become or ceased to be the subsidiaries, joint ventures or associate companies.

5. DIVIDEND

With a view to conserve the resources of the Company the Directors are not recommending any dividend for the year under review.

6. TRANSFER OF PROFITS TO RESERVES

During the year under report, the Company proposes to transfer an amount of INR 323.84 Million to the Reserves.

7. PUBLIC DEPOSITS

8. REPORT ON PERFORMANCE OF SUBSIDIARIES

in respect of each of the subsidiaries shall be kept open for inspection at the Corporate Office of the Company on all working days between 11.00 a.m. to 1:00 p.m. up to the date of the forthcoming Annual General Meeting. Further, the Company will make available the audited annual accounts and related information of the subsidiary companies, upon request by any Member of the Company.

9. CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements ("CFSâ) of your Company along with its subsidiaries

as at March 31, 2024 have been prepared in accordance with the Indian Accounting Standard on âConsolidated Financial Statements'' issued by the Institute of Chartered Accountants of India read together with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI (LODR) Regulationsâ) and form a part of this Annual Report. The Auditors'' Report on the CFS is also attached, which is unmodified.

10. INVESTMENTS & ACQUISITIONS

During the year, your Company made a strategic investment to the tune of INR 39.36 Million. The details regarding the same are as follows:

Sr. No.	Particulars	Details
1	Name of the target entity, details in brief such as size, turnover etc.	Name: Shanghai VA Instrument Company Ltd., China Brief Details: Shanghai VA is engaged in the business of technology development, technology transfer, technical consultation, technical services in the field of instrumentation technology, industrial automatic control system device technology, import and export of goods, technology and assembly of general instrumentation and industrial automatic control system devices. Turnover 2022-23: 124.83 Million INR
2	Industry to which the entity being acquired belongs.	Manufacturer and seller of Test and Measurement Instruments
3	Objects and impact of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity).	For the purpose Expansion of Shanghai VA infusion of further Share Capital is required.
4	Consideration - whether cash consideration or share swap or any other form and details of the same.	Cash infusion of RMB 4 Million in USD equivalent.
5	Cost of acquisition and/or the price at which the shares are acquired.	Primary infusion at Face Value of RMB 1 per share.
6	Percentage of shareholding / control acquired and / or number of shares acquired.	Pre-infusion of further share capital, Rishabh Instruments owns 99.75% of Shanghai VA, and post-infusion, Rishabh Instruments will own 99.94% of VA.

Sr.

No.

Particulars

Details

Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief).

Shanghai VA was incorporated as a foreign joint venture enterprise on June 14, 2019 under the Companies Act of the People''s Republic of China. The registered office of Shanghai VA is at Building 22, 4th Floor, Area A, 258 Yinlong Road, Jiading District, Shanghai, China. Its CIN is 91310114MA1GWC9K16. Shanghai VA is engaged in the business of technology development, technology transfer, technical consultation, technical services in the field of instrumentation technology, industrial automatic control system device technology, import and export of goods, technology and assembly of general instrumentation and industrial automatic control system devices.

Turnover 2020-21: 132.02 Million INR Turnover 2021-22: 170.09 Million INR Turnover 2022-23: 124.83 Million INR

11. UTILISATION OF IPO PROCEEDS

12. MANAGEMENT DISCUSSION AND ANALYSIS

As per the provisions of Regulation 34 of the SEBI (LODR) Regulations 2015, a detailed review by the Management of the business operations of the Company is presented under separate section "Management Discussion and Analysisâ which forms a part of this Annual Report. The MD & A Report captures your Company''s performance, industry trends and other material changes with respect to your Company.

13. CORPORATE GOVERNANCE REPORT

certificate from M/s KANJ & Co., LLP, Practicing Company Secretaries, confirming compliance of conditions of the Corporate Governance, forms a part of this Annual Report.

14. BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT

As required under Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) outlines the Company''s various initiatives on environmental, social, and governance fronts. This report is an integral part of the Annual Report for the top 1,000 listed entities based on market capitalization. According to the market capitalization list issued by the Exchanges as of March 31, 2024, the Company was listed among the top 2,000 listed companies. The Company has chosen to voluntarily include the BRSR for the financial year 2023-24 in its Annual Report. Compliance with the Code of Conduct

A declaration signed by the Managing Director & CEO affirming compliance with the Company''s Code of Conduct by the Directors and Senior Management Personnel, for the financial year 2023-24, as required under Schedule V of the SEBI (LODR) Regulations, forms a part of this Annual Report.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Board comprised of one Executive Director, one Non-executive and Non-Independent Director and four NonExecutive Independent Directors. The Board is well diversified and consists of one Women Independent Director.

Sr. No.	Name	Designation
i.	Mr. Narendra Goliya	Chairman and Managing Director
ii.	Mr. P. K. Ramakrishnan	Non-Executive Director
iii.	Mr. Rathin Kumar Banerjee	Independent Director
iv.	Mr. Siddharth Bafna	Independent Director
v.	Ms. Astha Kataria	Independent Director
vi.	Mr. Lukasz Meissner	Independent Director

Mr. Narendra Goliya, Chairman and Managing Director, Mr. Dineshkumar Musalekar, Group Chief Executive Officer, Mr. Vishal Kulkarni, Chief Financial Officer and Mr. Ajinkya Joglekar, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company within the meaning of sections 2(51) and 203 of the Companies Act, 2013 read together with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, as on March 31, 2024.

During the year under review, Mr. Alipt Sharma (DIN: 03128439) and Mr. Krishnan Ganesan (DIN: 07885495), tendered their resignation as NonExecutive Nominee Directors of the Company pursuant to SACEF Holdings II (the Investor) sold its 100% shareholding through an offer for sale in the Initial Public Offer.

17. BOARD MEETINGS

During the financial year 2023-24, Nine (9) Board meetings were held on June 30, 2023, July 24, 2023, August 07, 2023, August 22, 2023, September 04, 2023, September 06, 2023, September 30, 2023, November 10, 2023, February 12, 2024. The maximum time gap between any two meetings did not exceed prescribed period of one hundred twenty days. The particulars of directors present at various Board and Committee Meetings are given in the

Corporate Governance Report which forms part of this Report.

18. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company to the best of their knowledge and ability hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

d) The annual accounts have been prepared on a going concern basis;

e) Proper internal financial controls have been laid down in the Company that are adequate and were operating effectively.

f) Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are adequate and are operating effectively.

19. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Conduct for Directors and senior management personnel of the Company.

a. Mr. Rathin Kumar Banerjee

b. Mrs. Astha Kataria

c. Mr. Siddharth Bafna

d. Mr. Lukasz Meissner

20. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

In the opinion of the Board, the independent directors fulfil the conditions specified in SEBI

(LODR) Regulations, 2015, and are independent of the management of the Company. The Independent Directors have complied with the code prescribed in schedule IV of the Companies Act, 2013.

21. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Board has established a comprehensive process to evaluate the performance of the Directors, Committee and the Board. The performance evaluation matrix defining the criteria of evaluation for each of the above has been put in place. The performance evaluation of the Independent Directors was carried out by the Board (excluding the Director being evaluated). A meeting of the Independent Directors was also held on August 24, 2023 and February 29, 2024 to review the performance of Non-Independent Directors and the Board as a whole. The Chairperson of the Committee had updated the other members of the Board about the outcome of the process.

22. COMMITTEES OF THE BOARD

During the year under review, the composition of different Committees of your Board of Directors is given hereunder:

Name of Committee	Name of Committee Members	Category (Chairman/Member)
Audit Committee	Mr. Siddharth Nandkishore Bafna	Chairman
	Mr. Rathin Kumar Banerjee	Member
	Mr. Narendra Johrimal Goliya	Member
	Mr. Lukasz Meissner	Member
Stakeholder Relationship Committee	Mr. Ramakrishnan Kottekode Parappath	Chairman
	Mr. Siddharth Nandkishore Bafna	Member
	Mr. Narendra Johrimal Goliya	Member
Nomination and Remuneration Committee	Mr. Rathin Kumar Banerjee	Chairman
	Mrs. Astha Ashish Kataria	Member
	Mr. Ramakrishnan Kottekode Parappath	Member
Risk Management Committee	Mr. Narendra Johrimal Goliya	Chairman
	Mrs. Astha Ashish Kataria	Member
	Mr. Ramakrishnan Kottekode Parappath	Member
Corporate Social Responsibility Committee	Mr. Narendra Johrimal Goliya	Chairman
	Mr. Rathin Kumar Banerjee	Member
	Mr. Ramakrishnan Kottekode Parappath	Member

23. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board appointed M/s. KANJ & Co., LLP (LLPIN: AAM-2628), Practising Company Secretaries, Pune as the Secretarial Auditors of the Company. The Secretarial Auditor''s Report forms part of this Annual Report, annexed as Annexure B.

24. STATUTORY AUDITORS

M/s MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W), were appointed by the Shareholders at the 39th Annual General Meeting held on September 21, 2022 as Statutory Auditors for a term of five consecutive years to hold office until conclusion of 44th Annual General Meeting. Pursuant to the amendment to Section 139 of the Companies Act, 2013 effective from May 07, 2018, ratification by shareholders every year for the appointment of Statutory Auditors is no longer required and accordingly, the Notice of ensuing 41st Annual General Meeting does not include the proposal for seeking shareholders'' approval for ratification of Statutory Auditors appointment.

25. AUDIT OBSERVATIONS

Statutory Audit: There is no Audit observation during the financial year 2023-24 as provided by the Statutory Auditors. The Statutory Auditors have not reported any fraud during the financial year 2023-24.

Secretarial Audit: The Board of Directors acknowledge the observations concerning the compliance with various regulations and standards. The Board is committed to maintaining rigorous adherence to the Securities and Exchange Board of India (SEBI) regulations, the Companies Act, 2013, and other relevant guidelines. The Board appreciates the Secretarial Auditor''s detailed feedback and would like to address the key points raised.

The Board is addressing the specific issues highlighted with respect to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board is in the process of refining the document preservation policy to ensure compliance with Regulation 9(1).

The Audit Committee is actively reviewing the internal audit function and has scheduled discussions to address any significant findings. The Board acknowledges the lapse in the submission of Board minutes for subsidiary meetings and is implementing measures to rectify this. Additionally, the Board is revising procedures to ensure proper recording of material modifications, updating omnibus approvals, and adhering to all requirements concerning independent directors'' meetings and declarations.

Regarding the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board is enhancing the structured communication process for UPSI and working on strengthening Structured Digital Database (SDD). The Board is developing a comprehensive policy for determining legitimate purposes and is working on adopting the internal code of conduct governing securities dealings. Furthermore, the Board is in the process of identifying connected persons and ensuring all disclosures from designated persons are received as required.

The Board is addressing the compliance issues related to the Companies Act, 2013 and other applicable regulations. The Board is taking steps to ensure the timely filing of e-forms and complete details in the omnibus approvals as required by the Companies (Appointment and Qualification of Directors) Rules, 2014. The Nomination and Remuneration Committee and Independent Directors'' meetings are being adjusted to ensure compliance with statutory requirements. Additionally, the Board is working on improving the accuracy of board meeting minutes, addressing approval requirements for ESOPs and FC-GPR filings, strengthening adherence to Secretarial Standards and ensuring detailed disclosures in the Board''s Report and AGM notices.

26. COST RECORDS & AUDITOR

Pursuant to the provisions of Section 148(3) of the Companies Act, 2013 and applicable rules, the Board has appointed M/s. Hareesh K. Shetty & Co., as the Cost Auditors of the Company to conduct an audit of cost records maintained by the Company for 2023-24.

27. INTERNAL AUDITORS

The Board appointed M/s. Rajendra P. Shah & Co., Chartered Accountants, as the Internal Auditor of the Company for 2023-24.

28. PARTICULARS OF EMPLOYEES

REMUNERATION

Pursuant to the provisions of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing details of personnel drawing remuneration in excess of the prescribed limit under the said rules, are annexed as Annexure C to the Directors'' Report. During the year under review, the Company continued to focus on talent conservation and talent development.

29. EMPLOYEE STOCK OPTION SCHEME

Your Company has Employee Stock Option Plan 2022 under which there are two Schemes namely, Employees Stock Option Scheme A, 2022 and Employees Stock Option Scheme B, 2022 for granting term based and performance-based Stock Options to the Employees of the Company.

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

Particulars required to be furnished under the Companies (Accounts) Rules, 2014 are as under:

â¢ Energy Conservation:

a. Steps taken or impact on conservation of energy: During the fiscal year 2023-24, we diligently pursued energy-saving measures across our operational areas, resulting in substantial reductions in energy consumption and corresponding cost savings. Through the implementation of solar systems at various facilities, we have successfully harnessed renewable energy sources, thereby significantly mitigating our environmental impact while concurrently bolstering our financial performance.

At our F-31 Plant, we have leveraged our existing infrastructure by

integrating a robust solar system with a total capacity of 324 KW, comprising a 280 KW system and an additional 44 KW system. This initiative has yielded impressive results, with a combined energy savings of 377,561 units.

Similarly, at our C-6 Plant, the installation of a 20 KW solar system has further contributed to our energy conservation endeavours, resulting in savings of 22,657 units.

In aggregate, the energy-saving initiatives undertaken throughout the year have culminated in a total reduction of 400,218 consumption units across our operations. This not only underscores our unwavering commitment to sustainability but also highlights the tangible benefits derived from our renewable energy investments. Moreover, these savings translate into significant cost efficiencies, fortifying our financial resilience and long-term viability.

b. As we continue to prioritise sustainability and environmental stewardship, we remain steadfast in our pursuit of innovative solutions to minimise our ecological footprint while maximising operational efficiency. Through continued investment in renewable energy infrastructure and proactive energy management practices, we are confident in our ability to drive sustained value creation for our stakeholders while fostering a more sustainable future for generations to come.

c. Steps taken by the Company for utilising alternate sources of energy: As above.

d. Capital investment on energy conservation equipment: As above-.

â¢ Research & Development:

a) Rishabh R&D after completing the development of the Direct current

Single phase energy meter in DIN 2U size, successfully completed the development of a three-phase direct current energy meter in DIN 4U size. The development of three phase energy meter will help to fulfil the Domestic and European market requirement for a DIN mounted direct current energy meter. The meter can measure direct current up-to 100A (No need of external Current transformers) with accuracy class B as per EN50470 and Class 1 as per the IEC62053-21. The meter has a 7 segment LCD display, to display the different parameters. The meter supports 2 SO output along with two DI with Modbus communication for remote data monitoring. The meter has been designed to comply with the MID standard, Indian standard and international IEC standards.

b) After the launch of the commercial series of inverters, the need was felt to expand the Rishabh basket of solar products in to the residential inverters segment for the reasons mentioned below:

â¢ To cater to the rising demand

of single phase rooftop solar installation backed by government policies, Rishabh decided to develop the robust, cost effective, easy to install series of solar

inverters.

The features identified through market research and customer feedback or their suggestions for single phase inverters:

â¢ Single phase inverters are

extremely weight sensitive and hence the targeted weight is <11kg.

â¢ The overall targeted dimensions are Width x Height x Depth: 381 x 382 x 166mm.

â¢ The method of cooling adopted

will be Natural convection; this

ensures the maintenance-free

operation of the inverter.

â¢ The targeted design life of the inverter will be greater than 10yrs.

â¢ Wider operating temperature range i.e 25 to 60degC without derating. This makes inverters suitable for installations in all kinds of geographical locations.

â¢ Newer user interface like LED based graphical display and connectivity features like Bluetooth. The objective is to simplify the user interface, so that even laymen can understand and operate the inverter with ease without any expertise.

â¢ To make the inverter versatile towards adoption of different types of panel technologies that is higher short circuit current and higher open circuit voltages. Hence, Rishabh inverter will be designed for voltage ratings up to 600V and short circuit current of up to 22A.

â¢ Key features like inbuilt zero export function, String current analysis, remote monitoring features like GSM, Ethernet, Wifi etc will be provided.

c) The success of LM1360 in domestic and international market triggered Rishabh R & D to expand the LM series. The new product was introduced in LM series LM1340 which was a subset of LM1360 but with high display resolution for measured parameters. The LM1360 has a single digit resolution for measured parameters, but in the case of LM1340 it was increased to two digits after the decimal point. The LM1340 additionally has 2 digital inputs and 2 digital output. Both the digital input can be configured to monitor the digital signal of an external device or can be used to switch the tariff zones of all 6 different types of energy. Along with DI/DO, the LM1340 supports the relay output. The relay output can be configured in one of the different modes available on the

meter like Pulse output, Limit switch (alarm), Timer, Pre-paid cost based energy tripping, remote relay control using MODBUS.

d) Rishabh R&D not only design the product required for higher end market but to support lower end market needs Rishabh R&D completed the development of product Rish Delta Energy Nx. Nx stand for the next generation product and Rish Delta energy is not only next generation product but also economical to the customer. Rish Delta Energy Nx has a Capacitive touch keys instead of tactile keys. Adding capacitive touch key feature not only gives it a premium look but also gives the soft touch feel along with extended life of the keys. The Rish Delta Energy Nx have 3 line 7 segment LED display with LED for parameter annunciation. The meter has an RS485 communication port for remote monitoring along with the relay output.

e) After getting the Rishabh product success in European and domestic markets, the need was felt to cater to the American market. This year, Rishabh R&D team got the opportunity to work on ANSI energy meters which are required by the utilities in the US for billing the energy consumption of domestic, commercial and industrial customers. There is a requirement of a Socket type energy meter with a current range ranging up to 200A. There are two types of socket meters, team is in the process of designing Form 2S and Form 12S meters. The Form 2S meters support a split phase network or it is also called 1phase 3wire network. The Form 12S meters are required for 3Phase3Wire delta and 1 phase 3 wire network supporting the Bondel theorem, which is also known as Network in ANSI terminologies. The product study has been completed, now the team is in the process of designing the product.

f) To expand the CT business beyond the European and domestic market, the need was felt to capture the American market, Rishabh R&D has developed 61 new types of American current transformers (i.e Non-ANSI Rated Window Type 600V Current Transformers, ANSI Rated Window Type 600V Current Transformers, ANSI Rated Bushing Type etc). These current transformers comply to ANSI standard ANSI/IEEE C57.13. It has a variety of shapes like SHT, SFT, RL, DRL, RT, RBT, RBL as per application requirements. It also offers MR i.e. multi ranges in a single current transformer. To cater to the high temperature requirement, UL grade poly-carbonate material is selected. To cover the maximum applications, different mounting options are available, like wall mounting, bushing type mounting and bus bar mounting.

g) To expand and capture the global market, Rishabh R&D has developed a compact, cost-effective, reliable, accurate and aesthetically enhanced Core Balance Current transformer series suitable for working at high temperatures. To cater to the high temperature requirement, UL grade nylon material is selected. CBCT is designed to detect earth leakage current and transmit a proportional signal to an earth leakage relay. As there is need for tamper proof connections, the CT''s are designed in such a way that the terminal cover''s can be sealed on site by the user and fulfil the tamper proof requirement. To cover the maximum application, different mounting options are considered while designing the current transformer like DIN mounting, wall mounting, cable tie mounting and bus bar mounting which will help the user while installation of CT''s. Also common Wall mounting clamps for all sizes of CT''s. Provision for connectors on either side of CT''s which provides flexibility to users.

h) After successful designing of ON-OFF, change over, multi-step, volt-ammeter, isolator, selector, reverse-forward switches the need was felt to design Breaker control switch having three position switch namely Trip, Neutral & Close switch. It is operated by a spring return mechanism which helps to operate the contact momentarily either trip side or closed. Rishabh R&D Developed New Breaker control switch Incorporated with newly pistol grip handle for better user ergonomics. BCS Switch is available with a lock and key feature which helps users to prevent accidental switching / powering of circuits by an unauthorised user. It is designed to compact in size, robust in design which also meets the safety requirements as per ISO 60947 standard. Switch is available with 30,45,60 degrees of handle rotation. BCS also incorporates with lost motion device(LMD) with different current rating which is available from 16A to 63A. Rish BCS LMD cam switches can be used with the PLC, SCADA which can detect or memorise the previous operation of the BCS switch. Switch can be installed up to 3 mm panel thickness with standard mounting, it can be easily interchangeable. The switch is made entirely of UL-grade nylon plastic, which withstands high temperatures.

i) Photovoltaic power generation plants'' voltage levels are continuously increasing to reduce the overall cabling costs and improve the efficiency of power generation systems. To cater to the high voltage requirements needs of photovoltaic plants for maintenance and installation engineers need was felt to design a High-Voltage adapter to equip the existing range of Multimeters and Clamp-meters with the capability to measure the increasingly higher voltages while ensuring the safety of testing personnel. Rish HV2K High Voltage adapter can support measurements upto 2000V DC in

CAT IV 1000V and CAT III 1500V environments by simply connecting a compatible Multimeter or Clampmeter. The Rishabh 60K multimeter has been upgraded with an HV Probe mode to directly show the actual high-voltage readings while using the Rish HV2K adapter. Other compatible Multimeters and Clampmeters can also be used with the Rish HV2K adapter, but the reading shown will be in 10:1 ratio.

â¢ Technology Absorption, Adoption

a) Rishabh R&D always tries to absorb and adopt new technologies as per the market requirements. MBUS is the latest example of adopting a new communication protocol required in the European market for DIN energy meters. MBUS is generally the communication protocol used by the utilities in Europe for monitoring the consumption of electricity, gas and water. A common protocol helps to maintain the compatibility between different service providers. The MBUS is actually a two-wire communication protocol based on master slave topology. The MBUS master sends the query to the slave and pulls the required data to a centralised data collection system. The MBUS slaves communication is powered by 30V supplied by the MBUS master on same lines on which data is sent. The Rishabh R&D studied the protocol, designed the required hardware and software and successfully completed the MBUS implementation.

â¢ Foreign Exchange earnings and outgo:

Total foreign exchange earnings and outgo

for the financial year were as follows:

Year ended March 31, 2024 (INR in Millions)

Year ended March 31, 2023 (INR in Millions)

Total foreign

exchange

outgo

852.84

630.09

Total foreign

exchange

earnings

1,206.38

960.51

31. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not granted any loan, given guarantee or made an investment over and above the limits prescribed under section 186 of the Companies Act, 2013, during the Financial Year under review.

32. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, no applications were made or any proceeding were pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

33. THE 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

During the year under review, there had been no instances wherein the difference between amount of valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

34. RELATED PARTY TRANSACTIONS

35. CORPORATE SOCIAL RESPONSIBILITY ("CSRâ)

Your Company has a strong commitment towards the society we live in. Your Company has spent amounts in Healthcare, Woman

Empowerment, Animal Welfare and Education as a part of its CSR objects. The Company strives to promote cyber security awareness, promotion of education and community development. The Company''s CSR policy is available on our website at https://rishab.co.in/.

During the year under review, the Company has spent INR 7.18 Million on CSR activities, out of the total amount of INR 3.84 Million as per provisions of the Section 135 of the Companies Act, 2013. The Company continues to remain committed towards undertaking CSR activities for the welfare of the society.

A Report on CSR activities of your Company under the provisions of the Companies Act, 2013 during 2023-24 is given as Annexure E.

36. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

37. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has a well laid down Vigil Mechanism (Whistle Blower Policy), details of which are given in the Report on Corporate Governance forming a part of this Annual Report. The Company has also uploaded the said Whistle Blower Policy on its website at https://rishab.co.in/.

38. RISK MANAGEMENT POLICY

The Company has put in place a robust Risk Management Policy which facilitates identification of risks and also mitigation thereof. The Risk Management Committee is updated on the risks on a six-monthly basis. There are

no risks which in the opinion of your directors threaten the existence of the Company.

39. POLICY ON APPOINTMENT AND REMUNERATION

Governance Report that forms part of this Annual Report. The nomination and remuneration policy is available on the website of the Company (https://rishabh.co.in/).

40. INVESTOR EDUCATION AND PROTECTION FUND:

41. OTHER MATTERS

Your Directors state that during the financial year under review -

i. Neither the Managing Director nor the Whole-time Director of the Company received any remuneration or commission from any of its subsidiaries.

ii. The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

iii. No significant or material orders were passed by the Regulators or Courts or

Tribunals which impact the going concern status and the Company''s operations in future.

42. ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Companies Act, 2013, the Annual Return for the Financial Year 2023-24 will be uploaded at the website of the Company after filing with the MCA. (https://rishabh.co.in/)

43. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Committee(s) has been set up across all its required locations in India to address complaints received regarding sexual harassment.

There were no complaints reported during 2023-24.

44. MATERIAL CHANGES/EVENTS AFTER BALANCE SHEET DATE

There were no material changes and commitments affecting the financial position during the period since the end of the financial year till the date of this report.

45. ACKNOWLEDGMENTS

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