RIR Power Electronics Ltd Directors Report

TO THE SHAREHOLDERS

Dear Members,

Your Directors have pleasure in presenting the 57th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended 31st March, 2026.

FINANCIAL RESULTS AND OPERATIONS

(Amt. in Rs. Lakhs)

	STANDALONE		CONSOLIDATED
Particulars	Year ended 31.03.2026	Year ended 31.03.2025	Year ended 31.03.2026	Year ended 31.03.2025
Total Revenue (Net)	9,335.29	8,824.81	9,342.83	8,825.02
EBITDA	1,020.61	1,139.44	1,020.62	1,117.48
Less - (i) Finance Costs	138.21	144.49	138.22	187.81
(ii) Depreciation and Amortisation Expenses	128.69	97.42	128.69	97.44
Profit before Tax	1,001.58	1,101.70	1,122.50	1,036.62
Less - (i) Provision for Taxation	329.61	296.10	329.61	296.10
(ii) Deferred Tax Asset	2.08	(4.47)	2.08	(4.47)
(iii) Prior Period Tax Expenses	(2.11)	(17.58)	(2.11)	(17.58)
Profit for the year	671.99	827.65	792.91	762.57
Add/Less - Other Comprehensive Income for the year	(8.37)	(25.93)	(8.37)	(25.93)
Total Comprehensive Income	663.62	801.72	784.54	736.64

FINANCIAL PERFORMANCE

STANDALONE

During the financial year 2025-26, your Company reported total revenue of I9,335.29 Lakhs as against 18,824.81 Lakhs last year thereby reporting a growth of 5.79% on yearly basis. Earnings before Interest, Tax and Depreciation and Amortization (EBITDA) for the year decreased by 10.43 % to Rs. 1,020.61 Lakhs as compared to Rs. 1,139.44 Lakhs last year. Net Profits of the Company decreased by 18.81 % during the year to Rs. 671.99 Lakhs as against Rs. 827.65 Lakhs last year.

CONSOLIDATED

During the financial year 2025-26, your Company reported total revenue of Rs. 9,342.83 Lakhs as against Rs. 8,825.02 Lakhs last year thereby reporting a growth of 5.87 % on yearly basis. Earnings before Interest, Tax and Depreciation and Amortization (EBITDA) for the year decreased by 8.67 % at Rs. 1,020.62 Lakhs as compared to Rs. 1,117.48 Lakhs last year. Net Profits for the year increased by 3.98 % during the year to Rs. 792.91 Lakhs as against Rs. 762.57 Lakhs last year.

The consolidated financial statements of the Company and its subsidiaries for FY26 have been prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditors Report thereon forms part of this Annual Report. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial

Statement of the subsidiary companies is attached to the Financial Statement in Form AOC-1.

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of the report.

DISPOSAL OF 100% STAKE IN SUBSIDIARY COMPANY - VISICON POWER ELECTRONICS PRIVATE LIMITED

During the year, the Company had sold off 100% stake in its subsidiary company - Visicon Power Electronics Private Limited to Silicon Power Corporation, U.S.A. for an aggregate consideration of 1216 Lakhs. Accordingly, Visicon Power Electronics Private Limited shall cease to be subsidiary of the Company w.e.f. 26th July, 2025.

BRIEF HIGHLIGHTS OF BUSINESSES OF SUBSIDIARY COMPANY

VISICON POWER ELECTRONICS PRIVATE LIMITED

Visicon Power Electronics Private Limited is into the business of Silicon Carbide (SiC) wafers and power electronic devices through Epitaxial process.

The total revenue of Visicon Power Electronics Private Limited for the period ended 26th July, 2025 was Rs. 13.22 Lakhs and the Company incurred Net Profit of 112.83 Lakhs during the said period.

DIVIDEND

Your Directors are pleased to recommend a Final Dividend of Rs. 0.10/- per equity share having face value of Rs. 2/- per equity share for the financial year ended 31st March, 2026.

The said dividend on equity shares is subject to the approval of the shareholders at the ensuing Annual

General Meeting of the Company. If approved, the total dividend payout would result in cash outflow of Rs. 79.57 Lakhs for the financial year 2025-26.

NSE LISTING APPLICATION

In order to enhance visibility, broaden the investor base, and improve liquidity of the Companys shares, the Company had proposed to seek listing of the Companys equity shares on the National Stock Exchange of India Limited (NSE) in addition to the existing listing on BSE. The Listing application is under process and the Company is awaiting approval from NSE.

TRANSFER TO RESERVES

During the year under review, no amount of profits was transferred to General Reserve.

On account of Capitalisation of Reserves, 1405.00 Lakhs were transferred from Capital Redemption Reserve account to Equity Share Capital account. Further 1390.72 Lakhs were transferred from Securities Premium account to Equity Share Capital account for the purpose of issuing of fully paid Bonus Equity Shares.

EQUITY SHARE CAPITAL

During the year, the Company had increased its Authorised Share Capital from Rs. 1,405.00 Lakhs to Rs. 1,750.00 Lakhs.

The paid-up Equity Share Capital was increased from Rs. 767.37 Lakhs to Rs. 1,591.45 Lakhs subsequent to issue of bonus shares and conversion of warrants into 28,35,150 Equity Shares of 12/- each.

As on 31st March, 2026 the paid-up Equity Share Capital was Rs. 1,591.45 Lakhs. During the year under review, the Company has not issued any shares with differential voting rights.

ISSUE OF EQUITY SHARES UPON CONVERSION PREFERENTIAL WARRANTS INTO EQUITY SHARES

The Company has allotted 28,35,150 Equity Shares to Institutional Investors upon conversion of 2,83,515 Preferential Warrants into Equity Shares of 12/- each fully paid up. Upon conversion of preferential warrants, entire preferential issue fund raising of1 85.50 Crores have been fully subscribed by the Institutional Investors.

RIR POWER ELECTRONICS LIMITED EMPLOYEES STOCK OWNERSHIP PLAN - 2025

Pursuant to the recommendations of the Board of Directors at its Meeting held on 13th December, 2025 and approval of shareholders by way of Postal Ballot vide Special Resolution dated 15th January, 2026, your Company has implemented the RIR Power Electronics Limited Employees Stock Ownership Plan - 2025 (ESOP 2025).

ESOP 2025 was introduced by the Company in order to offer a wealth creation opportunity to the Employees of the Company while also aligning the interests of Employees with the long-term goals of the Company, to enable the Company to attract and retain talented human resources by offering them the opportunity to acquire a continuing equity interest in the Company which will reflect their efforts in building the growth and the profitability of the Company, to provide Employees an opportunity for investment in the Companys equity in recognition of their efforts to grow and build the Company and for rewarding Employees on predetermined performance criteria and continued employment with the Company.

Under ESOP 2025 the Company can grant maximum of 7,50,000 Stock Options to such Eligible Employees. Each Stock Option shall be convertible into one equity share of face value of Rs. 2/- (Rupees Two Only) each fully paid-up.

ESOP 2025 has been implemented in accordance with the provisions of the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (including any statutory modification(s) and/or re- enactment(s) thereof for the time being in force) (SEBI SBEB Regulations). The certificate from the Secretarial Auditors on the implementation of the ESOP 2025 in accordance with the SEBI SBEB Regulations and the resolution passed by the members of the Company, has been uploaded on the website of the Company at: https:// www.rirpowersemi.com

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company, Ms. Sonali Mehta, Director of the Company, will retire by rotation and being eligible, offers herself for re-appointment. The Board recommends her re- appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

The Board at its meeting held on 29th May, 2025, appointed Dr. Harshad Mehta (DIN: 11173572) as an Additional Director under the category of Non-Executive, Non- Independent Director; and through Circular Resolution dated 6th November, 2025 appointed Mr. Kush Gupta (DIN : 09077090) as an Additional Director under the category of Non-Executive, Independent Director and further in its meeting held on 9th February, 2026, appointed Mr. Ramesh Kumar Narasinghbhan (DIN : 08257872) as a Managing Director and C.E.O. of the Company. The Board at its meeting held on 28th May, 2026 appointed Mr. Vijay Anant Chavan (DIN : 10806293) as an Additional Director under the category of Non-Executive, Independent Director.

Mr. Kaushal M. Mehta (DIN : 09664953) Non-Executive, Independent Director resigned w.e.f. 26th July, 2025 due to pre-occupation and personal reasons. The Board records its appreciation for the valuable contribution made by Mr. Kaushal M. Mehta during his tenure of Directorship with the Company.

Mrs. Bhavna H. Mehta (DIN : 00929249) have stepped down from the position of Managing Director and Mr. R.G. Trasi have stepped down from the position of C.E.O. of the Company, making way for appointment of Mr. Ramesh Kumar Narasinghbhan as a new Managing Director and C.E.O. of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act read with the Schedules and Rules issued thereunder as well as Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Ramesh Kumar Narasinghbhan - Managing Director and C.E.O. and Mr. Bhavin P. Rambhia - Company Secretary and Mr. R.G. Trasi - C.F.O. are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51), 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of Independent and Non- Independent Directors. The board expressed their satisfaction with the evaluation process.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not made any investments, nor have given any loans or guarantees covered under the provisions of section 186 of the Act.

AUDITORS

(1) Statutory Auditors :

M/s. Kirtane & Pandit LLP Chartered Accountants, Mumbai (Firm Regn. No. 105215W/W100057) have been re-appointed as the Statutory Auditors of the Company at the 55th Annual General Meeting (AGM) of the Shareholders of the Company held on Monday, 30th September, 2024, pursuant to Sections 139 to 144 of the Act and Rules 3 to 6 of the Companies (Audit and Auditors) Rules, 2014, for a term of 5 (five) years, to hold office from the conclusion of the 55th AGM, till the conclusion of the 60th AGM. Pursuant to the amendments made to Section 139 of the Act, by the

Companies (Amendment) Act, 2017, effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors was withdrawn from the Act. Therefore, the approval of the Members for continuance of their appointment at this AGM is not being sought.

(2) Secretarial Auditors :

M/s. Neetu Agrawal & Co., a peer reviewed firm of Company Secretaries in Practice (C.P. No. 9272) have been appointed as the Secretarial Auditors of the Company at the 56th Annual General Meeting (AGM) of the Shareholders of the Company held on Friday, 26th September, 2025, as Secretarial Auditor of the Company for a term of five years i.e., from April 1, 2025 to March 31, 2030.

The Report of the Secretarial Auditor for FY26 is annexed herewith as Annexure IV to the Directors Report.

The Auditors Report and the Secretarial Audit Report for the financial year ended 31st March, 2026 do not contain any qualification, reservation, adverse remark or disclaimer.

(3) Internal Auditors :

The Board of Directors at its meeting held on 28th May, 2026 have appointed M/s. Shah Mehta and Bakshi (Firm Regn. No. 103824W), Chartered Accountants, as Internal Auditors of the Company for the financial year 2026-27.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by the Companys Officers or employees, to the Audit Committee or the Board, as required under Section 143(12) of the Act.

ANNUAL RETURN

In accordance with Section 92(3) of the Act, and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the companys website at https://www.rirpowersemi. com/financial-reports/annual-financial-reports

RELATED PARTY TRANSACTIONS

Pursuant to the provisions of Section 134 of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of all contracts or arrangements entered into by the Company with related parties have been done on arms length basis and in the ordinary course of the business. Hence, disclosure in Form AOC - 2 in terms of Section 134 of the Act is not required. Related party disclosures as per the Indian Accounting Standard 24 (Ind AS 24) have been provided in Note No.36 of the Notes forming part of the financial statements.

None of the related party transactions entered into by the Company, were materially significant, warranting members approval under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including amendments thereunder.

RISK MANAGEMENT

The Company has in place adequate risk management system which takes care of risk identification, assessment and mitigation. Your Company has adopted a Risk Management Policy which establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk. The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks.

There are no risks which in the opinion of the Board threatens the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this report.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company has an effective internal control and risk- mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisals of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Audit Committee of the Board, Statutory Auditors and the Business Heads are periodically appraised of the internal audit findings and corrective action taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board.

NOMINATION AND REMUNERATION POLICY

A Committee of the Board named as "Nomination and Remuneration Committee" has been constituted to comply with the provisions of Section 178 of the Act, and to recommend a policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, payment of remuneration to them and evaluation of their performance and to recommend the same to the Board from time to time.

BOARD AND COMMITTEE MEETINGS

Seven meetings of the board were convened and held during the year.

The Board has constituted an Audit Committee with Dr. Madhav Manjrekar as Chairman and Dr. Harshad Mehta and Mr. Kush Gupta as members.

There has not been any instance during the year when recommendations of the Audit Committee were not accepted by the Board.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Act, the directors of your Company confirm that :

i) Rs. n the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) 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 the Company as at 31st March, 2026 and of the profit of the Company for the financial year ended 31st March, 2026;

iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the directors have prepared the annual accounts on a going concern basis;

v) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, as the amount to be spend on CSR activities does not exceed 150 Lakhs, hence CSR committee has not been constituted and the function of such committee is being discharged by the board of directors of the company.

As part of its initiatives under CSR, the Company has identified various projects / activities in accordance with Schedule VII of the Act.

The details of CSR activities undertaken during the financial year 2025-26, as required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, are annexed as Annexure - III and forms part of this report.

SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 on Meeting of the Board of Directors and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. The Policy aims to provide protection to female 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. The Company has also constituted an Internal Complaints Committee to inquire into complaints of sexual harassment and recommend appropriate action.

During the year under review, no complaints were reported to the Board.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

Your Company is committed to ensure a safe, supportive, and inclusive workplace for all women employees. During the year under review, your Company has complied with the provisions of Maternity Benefit Act, 1961 as amended from time to time.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

OTHER DISCLOSURES

During the year under review:

• no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company and or its operations in future;

• no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution;

• the requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable;

• no shares with differential rights as to dividend, voting or otherwise have been issued;

• Your Company has granted stock options to subscribe for a total of 7,50,000 Equity Shares to the eligible employees of the Company, (including Senior Executives and Key Managerial Personnel but excluding Non-Executive and Independent Directors) pursuant to RIR Power Electronics Limited Employees Stock Ownership Plan - 2025 (ESOP 2025).

• there has been no change in the nature of business of the Company.

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

The information under Section 134 (3)(m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 for the year ended 31st March, 2026 is given below and forms part of the Directors Report.

(a) Conservation of Energy :

(i) Steps taken or impact on conservation of energy:

1. Adequate steps for energy conservation, power factor improvement have been taken wherever feasible.

2. For effective treatment of effluents the Company has constructed an effluent treatment plant. Waste water generated from manufacturing process is treated/ recycled at Effluent Treatment Plant and used for internal consumption and plantation.

3. There is adequate provision for the treatment of fumes resulting from the use of Sulphuric, Nitric, Hydrofluoric and other acids required for production.

4. Replacement of the conventional light fittings with LED lighting has resulted in lower power consumption for lighting.

(ii) Steps taken by the Company for utilizing alternative source of energy :

The Company has installed 10Kva three phase Roof Top Solar Panels at Baska Factory along with online Inverter based system as an alternate means of power and to encourage energy conservation. This solar power plant is based on SPV (Solar Photovoltaic Cells) connected to grid.

(iii) Capital Investment on energy conservation equipments :

The Company continuously makes investments in its facility for better maintenance and safety of the operations. The Company has undertaken efforts to rectify the shortfalls in the existing facilities in order to reduce the energy consumption by setting up efficient facilities.

(b) Technology Absorption

(i) Efforts made towards technology absorption and benefits derived like product improvement, cost reduction, product development or import substitution :

The Company has received complete technical know how for Silicon Rectifiers and Silicon Controlled Rectifiers upto 30 mm devices from M/s. International Rectifier Corporation, California, U.S.A. The erstwhile Orient Semiconductors Pvt. Ltd., now amalgamated with the Company, received technical know how from Silicon Power Corporation, U.S.A. (an ex. General Electric facility) for manufacturing semiconductor devices upto 125 mm.

Efforts towards technology absorption include continued efforts for process improvements and improved product types/ designs in order to improve the efficiency, productivity and profitability of the Company.

(ii) Information regarding technology imported, during last 3 years :

F.Y. 2025-26 : NIL

F.Y. 2024-25 : 4194.98 Lakhs

F.Y. 2023-24 : NIL

(iii) Expenditure incurred on Research and Development : Nil

(c) Foreign Exchange Earnings and Outgo

(i) Foreign Exchange earned during the year

- Rs. 1915.02 Lakhs

(ii) Outgo of Foreign Exchange during the year

- Rs. 6319.99 Lakhs

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the Company up to the date of forthcoming Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Companys businesses and other material developments during the financial year 2025-26.

CORPORATE GOVERNANCE REPORT The Company has complied with the corporate governance requirements under the Companies Act, 2013 and the SEBI Listing Regulations 2015. A separate section on corporate governance, along with a certificate from the Practising Company Secretary confirming compliance is annexed and forms part of this Report.

ACKNOWLEDGEMENTS

The Board wishes to place on record its sincere appreciation for assistance and co-operation received from customers, bankers, regulatory and government authorities during the year. The Directors express their gratitude to the shareholders for reposing their faith and confidence in the Company. The directors also acknowledge the contribution made by the Companys employees at all levels. Our consistent growth was made possible by their hard work, solidarity and support.

For and on behalf of the Board of Directors
Place:- Mumbai	Harshad Mehta
Date:- 28th May, 2026	Chairman