Rishabh Instruments Ltd Directors Report

Dear Members,

Rishabh Instruments Limited

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
	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 financialstatements prepared in accordance with the 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 years 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

Analysis" 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 Lumels 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 Shares are Listed	Scrip Symbol/ 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 financialyear 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 ("CFS") of your Company along with its subsidiaries as at March 31, 2025 have been prepared in accordance with the Indian Accounting Standard on ‘Consolidated 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) Regulations") 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 AND SUSTAINABILITY REPORT

As required under Regulation 34 of the Listing

Regulations, the Business Responsibility and Sustainability Report (BRSR) outlines the

Companys 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 Companys 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
i. 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 "Act").

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. DIRECTORS 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 DIRECTORS 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 Directors 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 Auditors 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^th 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 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 Auditors 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 EMPLOYEES REMUNERATION

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 Employees 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 Companys 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 Companys 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.

• Research & Development: solar panel a) Rishabh R&D has completed the development of DIN series energy meters which includes 27 Nos variants. All 27 Nos 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 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 account, 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

CTs 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 CTs 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 CTs 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. CTs 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.

• 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.

• 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 arms length basis and in ordinary course of business. There were no materially significant related party transactions with the Companys 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 (‘CSR)

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 Companys 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 ("IFC") are laid down in the Company and that such controls are adequate and are operating efficiently and effectively. The Companys 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 Companys 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 Companys 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, 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 Rules"), 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

("IEPF"). 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 significantpositive attributes or material and orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys 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.

FOR AND ON THE BEHALF OF THE BOARD OF DIRECTORS

Place: Nashik

Date: May 27, 2025

 

Sd/-

NARENDRA J. GOLIYA

(DIN:00315870)

EXECUTIVE CHAIRMAN