Rishabh Instruments Ltd Directors Report

Dear Members,

Rishabh Instruments Limited

Your Directors have pleasure in presenting their Forty Third (43 rd ) Annual Report together with the audited financial statements for the financial year ended March 31, 2026.

1. Financial Results:

(INR In Rs.)

Standalone Consolidated

Particulars	2025-26 H	2024-25		2025-26 H
2024-25
Revenue from Operations	2,676	2,392	7,751	7,203
EBIDTA	604	350	1,264	484
Adj : Interest Income/Exp. And Other Income	130	96	152	90
Profit before depreciation & tax	734	446	1,417	575
Less: Depreciation	175	132	357	276
Profit before Tax	559	314	1,060	298
Tax	143	80	237	89
Profit / (Loss) for the year	417	234	823	210

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 7 7,958.43 Million compared to previous financial years total income of 7 7,348.71 Million.

The consolidated Profit after Tax of the Company was substantially increased from ? 209.73 Million in the previous financial year to ? 822.59 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

There are no Companies which have become or ceased to be Subsidiary, Joint Venture or Associate of the Company during the year under review.

5. Dividend

The payment of the Final Dividend of 7 2/- per Equity Share of ? 10 each is subject to the approval of the Members during the 43 rd AGM of your Company. If approved at the AGM, the Dividend will be paid out of the profits of your Company for FY 2025-26.

6. Transfer of Profits to Reserves

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2025-26 in the statement of profit and loss.

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 23,840 Equity Shares of 7 10 each of the Company, pursuant to the Employee Stock Option Plan 2022- Scheme B and 1,14,749 Equity Shares of 7 10/- each of the Company, pursuant to the

Employee Stock Option Plan 2022- Scheme A (the Company issued and allotted in total 1,38,589 Equity shares under scheme A & scheme B). As a result of the allotment, the paid-up share capital increased to 7 38,54,60,130 /- comprising 3,85,46,013 Equity Shares of 7 10/- each. The shares so allotted rank pari passu with existing share capital of the Company. Apart from the same, there was no other change in share capital of the Company.

3,84,97,348 (Three Crore Eighty-Four Lakh Ninety- Seven Thousand Three Hundred Forty-Eight) Equity Shares of? 10/- each fully paid-up aggregating to 7 38,49,73,480/- (Thirty-Eight Crore Forty-Nine Lakh Seventy-Three Thousand Four Hundred Eighty) 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	RISHABH
of India Limited

Note: The Company allotted 45,565 Equity shares of 510/- each on March 25, 2026, under ESOP Plan 2022

- Scheme A. which were listed on NSE and BSE on April 02. 2026. The Company also alio tied 5.100 Equity shares of flO/- each on March 25. 2026. under ESOP Plan 2022

- Scheme B. which were listed on IISE and BSE on April 16. 2026 which are not included in the above-mentioned Shareholding.

The Company has paid the requisite Annual Listing Fees to Stock Exchanges for Financial Year 2025-26, where its securities are 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 have been no material changes or commitments affecting the financial position of the Company that 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 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.

12. Consolidated Financial Statements

Consolidated Financial Statements ("CFS") of your Company along with its subsidiaries as at March 31, 2026 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 investment or acquisition.

14. Utilization of IPO Proceeds

The proceeds of the IPO are being used for the purposes for which it was stated to be utilized in the Prospectus. The unutilized portion thereto has been invested in bank deposits as per the applicable rules. The summary of utilization of IPO proceeds as on March 31, 2026 is stated in Notes to Accounts.

15. Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure

Directors Report

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 capitalization. According to the market capitalization list issued by the Exchanges as of March 31, 2026, the Company was listed among the top 2,000 listed companies. The Company has chosen to voluntarily include the BRSR for the financial year 2025-26 in its Annual Report.

18. Compliance with the Code of Conduct

A declaration signed by the Managing Director and Group CEO affirming compliance with the Companys Code of Conduct by the Directors and Senior Management Personnel, for the financial year 2025-26, 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, 2026, the Board comprised of one Executive Chairman, One Whole-time Director and Five Non- Executive Independent Directors including one Woman Independent Director. The Board is well diversified and consists of one Women Independent Director.

Sr. No.	Name	Designation
i.	Mr. Narendra Goliya	Executive Chairman
II.	Mr. V. Subramaniam	Non-Executive, Independent Director
iii.	Mr. Rajendra Bagwe	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 & Group CEO

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. V. Subramaniam (DIN: 03106004) and Mr. Rajendra Bagwe (DIN: 00121238) appointed as Independent Directors of the Company with effect from May 27, 2025.

Mr. Dineshkumar Musalekar, Whole-Time Director & Group CEO, 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, 2026.

20. Board Meetings and Annual General Meeting

The Board of Directors duly met 4 (Four) times during the financial year from April 01, 2025 to March 31, 2026. The dates on which the meetings were held are May 27, 2025, August 14, 2025, November 13, 2025 and February 5, 2026. Also, a meeting of Independent Directors was held on March 17, 2026 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 42 nd Annual General Meeting (AGM) of the Company was held on July 30, 2025.

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, 2026, 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. V. Subramaniam

b. Mr. Rajendra Bagwe

c. Mr. Siddharth Bafna

d. Mrs. Astha Kataria

e. Mr. Lukasz Meissner

Directors Report

23. Performance Evaluation of the Board, its Committees and Directors

The Board of Directors has 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 17, 2026, 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 there under, 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, 2026 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, and the Board, Shareholders appointed 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 1, 2025 to March 31, 2030 at the 42 nd Annual General Meeting of the Company held on July 30, 2025.

26. Statutory Auditors

M/s MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W), were appointed by the Shareholders at the 39thAnnual General Meeting held on September 21, 2022 as Statutory Auditors for a term of five consecutive years to hold office until conclusion of 44thAnnual 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 43 rd 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 2025-26 as provided by the Statutory Auditors. The Statutory Auditors have not reported any fraud during the financial year 2025-26.

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

Secretarial Audit: There is no Audit observation during the financial year 2025-26 as provided by the Secretarial Auditors.

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 & Co., as the Cost Auditors 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

As a measure of rewarding the employees, your Company had introduced an Employee Stock Option Plan (ESOP) during the year 2022. 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 Stock Options to the Employees of the Company.

Your Company had introduced Stock Appreciation Rights (SAR) Scheme, 2024 during Financial year 2024-25 for the employees of the subsidiaries of the Company.

The ESOP Plan and Schemes 2022 and the SAR Scheme 2024 are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time ("SEBI SBEB Regulations")

The certificate from the Secretarial Auditor of the Company confirming that the aforesaid scheme has been implemented in accordance with the SEBI SBEB Regulations along with the resolution passed by the Members, would be available for inspection by the Members during the forthcoming AGM of the Company.

The disclosure as mandated under the SEBI SBEB Regulations is available on website of the Company at https://www.rishabh.co.in.

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:

?€? Conservation of Energy:

(i) The steps taken or impact on conservation of energy: During the financial year 2025- 26, 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 optimized usage of electrical equipment by minimizing wastage. The cumulative impact of these measures resulted in energy saving in 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 277,496.8 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.

(Hi) 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.

Further the Company has undertaken multiple initiatives aimed at reducing Greenhouse Gas (GHG) emissions as part of its sustainability and energy management efforts.

The Company continues to promote energy conservation through the use of renewable energy sources, implementation of energy-efficient

Annual Report 2025-26 53

Directors Report

technologies, optimization of manufacturing processes, and installation of LED lighting across its facilities. The Company also encourages sustainable supply chain practices, responsible waste management, and environmental considerations in product design to reduce emissions across the product life cycle.

During the year, the Company implemented a Shop Electrical Shutdown Monitoring System to strengthen energy management and prevent unnecessary electricity consumption. Under this system, all shops are required to switch OFF electrical loads, including lights, fans, machines, and other equipment, before depositing shop keys at the security gate. The system is integrated with indicators that remain active if any Miniature Circuit Breaker (MCB) is left ON, ensuring that security personnel accept the shop key only after complete electrical shutdown is verified. This initiative has contributed to energy savings, improved operational safety, and enhanced control over electrical energy usage across the facility.

?€? Research & Development:

a) Rishabh R&D has consistently demonstrated its versatility by not only developing innovative products for its own brand but also designing solutions tailored for global partners. A notable example is the VAF meter designed for a well known customer from Turkey, which highlights the teams ability to adapt technology to meet diverse international requirements. This collaborative effort underscores Rishabhs commitment to expanding its global footprint, strengthening partnerships, and showcasing engineering excellence across multiple markets. By delivering high-quality designs for both in-house and partner brands, Rishabh R&D positions itself as a trusted contributor to worldwide energy metering solutions.

b) The DC2111 energy meter is a strategic response to global energy transition. Its development is fully justified by market requirements and exemplifies Rishabh Instruments commitment to market-driven innovation, ensuring longterm competitiveness and sustainability Product compliant with IEC/EN standards, Wide Voltage & Current Range, adaptable across residential, commercial, and industrial use. loT-Ready Design i.e remote monitoring, Compact Modular Form Factor simplifies installation in distributed systems

c) After completing the development of ANSI 2S and 12S meters for the US market, the main hurdle was securing FCC approval. For LoRaWAN -based communication, FCC certification is not just a regulatory formality ?€” it is the gateway to legitimacy and market entry in the United States. Without it, devices cannot operate frequency bands, making compliance absolutely critical. Achieving this milestone was particularly challenging due to the stringent RF performance requirements, exhaustive interoperability tests, and strict emission limits imposed by the FCC. The process demanded repeated design iterations, and meticulous documentation to prove adherence to every technical standard. Despite these hurdles, the Rishabh R&D team successfully completed the FCC certification. The successful completion of FCC certification for LoRaWAN communication has now paved the way for our ANSI meters to confidently enter the US market, marking a breakthrough achievement in our global certification journey.

d) After successfully engineering a complete series of single phase and three phase inverters, Rishabh R&D has now advanced to a new generation of die cast three phase inverters ranging from 3 kW to 12 kW. With compact dimensions of 477.4 x 375.3 x 194 mm and a weight of just 15 kg, this design represents a substantial reduction made possible by a thermally conductive die cast enclosure that ensures superior thermal management. Beyond its mechanical innovation, the inverter integrates modern digital features such as remote firmware updates, remote parameter settings, and Bluetooth application control, delivering both reliability and convenience. This milestone underscores Rishabh R&Ds capability to combine mechanical design excellence with advanced connectivity, setting a new benchmark in inverter technology.

e) To expand the Companys product portfolio and strengthen its market presence, the Research & Development (R&D) team has undertaken several product development initiatives during the year.

i. ANSI LV Voltage transformers (International Market)

Rishabh R&D developed 3 types of LV voltage transformers as per IEEE C57.13 for American market. These products are under UL certification.

ii. ANSI LV current transformers (International Market)

Rishabh R&D developed 7 types of LV voltage transformers as per IEEE C57.13 for American market. These products are under UL certification. CTs suitable for higher temperature class.

These CTs covered higher current ranges up to 6000Amp primary current.

iii. Resin Cast Current Transformers (Domestic/lnternational Market) Rishabh R&D developed 7 types of resin cast current transformers manufactured by gravity casting process. This have improved quality and productivity. Quantity increased 3 times than old process with zero casting process rejection. Capacity enhanced to 1000 CT per day

iv. Plate Type shunts ( Domestic/lnternational Market)

Presently we were manufacturing rod type shunts. Plate type shunt is popular design in US and USA. We have developed it for US market

f) Rishabh R&D also designed and developed the ""RISH CW Series Open Loop Current Transducer (Current Watcher)"* based on Hall Effect sensing technology. The transducer is capable of measuring AC, DC and pulsating DC currents at high frequency while providing complete galvanic isolation between the primary and secondary circuits. The product offers high accuracy, low power consumption and reliable performance for industrial and power monitoring applications.

Technology Absorption, Adoption -

The increasing penetration of renewable in to the main stream national electricity grid has played a pivotal role in the growing energy demands of the country, which peaked to nearly 270GW during the recent heatwave.

However, with the increased penetration of renewables like solar also possess significant challenges to the grid management, as the energy available from solar power plants which peaks during the same time of the day.

So, the inverters now needed to be smart so that it automatically adjusts itself to the characteristics of grid which in turn helps in reducing stress on the transmission lines and also prevents the abnormal voltages which are otherwise very common during the peak generation hours. Regulators like CEA are also keenly monitoring the situation and are planning to release the necessary regulatory requirements.

Rishabh being into this inverter business from so long, understands the exact expectation of the regulators in ensuring the grid stability. We have implemented the necessary grid features like Volt- Var, P-Hz, LVRT, HVRT function in our all ranges of inverters. This ensure the inverters are ready for the challenges being posed by the grid

?€? Foreign Exchange earnings and outgo:

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

(INR in Millions)

	Year ended March 31, 2026	Year ended March 31, 2025
Total foreign exchange outgo	1,539.59	630.09
Total foreign exchange earnings	1,669.37	960.51

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).

Directors Report

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.

Your Company has formulated a policy on related party transactions and on dealing with related party transactions (RPT Policy). The Policy is available on Companys website and can be accessed through https://rishabh.co.in/qovernance-policies

All other contracts / arrangements / transactions entered into by the Company during the year under review were in the ordinary course of business and at arms length basis. The Company had not entered into any contract/ arrangements/ transactions with related parties which could be considered material in accordance with the SEBI Listing Regulations or the Related Party Transactions Policy of the Company and which is required to be reported in Form AOC-

2. All the transactions with related parties were approved by the Audit Committee and the Board of Directors. Particulars of contracts or arrangements with the related parties as referred to in sub-section (1) of Section 188 of the Act is forming part of this Report as Annexure D.

The details of contract/ arrangements/ transactions entered into by the Company with Related Parties during the Financial Year under review are set out in the Notes to the Financial Statements

36. Corporate Social Responsibility ("CSR")

Your Company has a strong commitment towards the society we live in. Your Company has spent amounts on 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/qovernance-policies

During the year under review, the Company has spent 7.53 Million on CSR activities in comparison to the mandatory requirement of 6.43 million as per the 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 2025-26 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.

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/qovernance-pollcies

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 forming part of this Annual Report. The nomination and remuneration policy is available on the website of the Company (https://rishabh.co.in/ governance-policies).

42. Adherence to Provisions of the Maternity Benefit Act, 1961:

Your Company affirms that it has complied with all applicable provisions of the Maternity Benefit Act, 1961, including the provision of paid maternity leave and other prescribed benefits to eligible women employees during the financial year. The Company remains committed to supporting the health, dignity and welfare of women in the workplace.

43. 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. ? 14,000,000 (Rupees Fourteen million) structured in to 12 monthly equated salaries in Salary Components;

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

c. Euro 24,000 (Twenty-Four Thousand Euro) 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 Companys operations in future.

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, 2026.

44. 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 2025-26 will be uploaded at the website of the Company (https://rishabh.co.in/) after filing with the MCA.

45. Credit Rating

During the year, the following credit ratings were assigned to the Company:

CRISIL BBB+/Stable (Upgraded from Crisil BBB/ Stable) for long term debt facility and CRISIL

Annual Report 2025-26 57

Directors Report

A2 (Upgraded from Crisil A3+) for short term debt facility.

46. 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.

47. DisclosureundertheSexualHarassment 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 (POSH Act) read with Rules made thereunder and the Company has duly constituted Internal Complaints Committee(s) to address the issues and complaints thereto.

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.

Sr.	Particulars	\u2022 Number of Complaints
No.
1.	Number of complaints received during the year	NIL
2.	Number of complaints disposed of during the year	NIL
3.	Number of cases pending for more than ninety days	NIL

There were no complaints reported during the financial year 2025-26.

48. 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
	Sd/-
	NARENDRA J. GOLIYA
	(DIN:00315870)
	EXECUTIVE CHAIRMAN
Place: Nashik
Date: May 18, 2026