Rishi Laser Ltd Directors Report

To,

The Members,

Rishi Laser Limited

Your directors have pleasure in presenting their 33^rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2025.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

(Rs. in Lakhs)

Sr. Particulars	2024-25	2023-24
No.
I. Total Income	15,140.91	14,102.48
II. Earnings before Interest, Depreciation, Tax & Exceptional Items (EBIDT)	1,376.06	1,275.02
III. Profit/(Loss) before Tax	827.87	796.71
IV. Provision for Tax	2.59	-75.79
V. Profit/(Loss) after Tax	825.28	872.50
VI. Total comprehensive income for the period	1,438.59	925.15

DIVIDEND

To strengthen the cash flow of the Company, no dividend was considered and recommended for the financial year under review.

RESERVES AND SURPLUS

As on March 31, 2025, the reserves and surplus has increased to Rs. 6,211,61 lakhs as compared to Rs. 4,473.02 lakhs during the last year.

COMPANYS WORKING DURING THE YEAR

We are thrilled to report that our company has achieved an outstanding milestone, with our profit doubling compared to last year. This remarkable accomplishment is a testament to the hard work, dedication, and collective efforts of our entire team.

Our revenue has increased significantly, driven by increased demand for our products and successful expansion into new markets. The total revenue earned for the year ended 31^st March, 2025 was Rs. 15,140.91 lakhs as compared to Rs. 14,102.48 lakhs in the previous year on standalone basis. Operations during the year have resulted in Earnings before Interest,

Depreciation, Tax & Exceptional Items (EBIDT) of Rs. 1,376.06 lakhs compared to Rs. 1,275.02 lakhs in the previous year. Profit after tax during the year was at Rs. 825.28 Lakhs as compared to the profit of Rs. 872.50 lakhs incurred in the previous year.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2025 and the date of this Report, other than those disclosed in this Report. There has been no change in the nature of business of your Company.

SIGNIFICANT AND MATERIAL ORDERS

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in future.

SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

The Company has no subsidiary or joint venture or associate company.

FINANCIAL STATEMENTS

The Financial Statements of your Company for the

Financial Year 2024-25 are prepared as per Indian

Accounting Standards ("IND AS") and in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder and the provisions of SEBI (Listing Obligations and disclosure

Requirements) Regulations, 2015.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Auditor appointed by the Company, conducts an Internal Audit and monitors and evaluates the efficacy and adequacy of internal control system, its compliance with operating systems, accounting procedures and policies of the Company. Internal Audit Findings and recommendations, areas for improvement are reviewed by the Audit Committee. Based on the report of internal auditor; management undertake corrective action in their respective areas and thereby strengthen the controls.

AUDIT OBSERVATIONS AND EXPLANATION OR COMMENT BY THE BOARD

There were no qualifications, reservations or adverse remarks made either by the Auditors in his Reports or by the Practicing Company Secretary in their respective Reports. The observations made by the Auditors read with the relevant notes on accounts are self-explanatory.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

DEPOSITS

During the year under report, the Company has not accepted deposits from public under Chapter V of the Act.

AUDITORS

(a) STATUTORY AUDITORS AND THEIR REPORT

At the 31^st Annual General Meeting of the Company held on 8^th September, 2023, M/s. Shah Mehta and Bakshi, Chartered Accountants, Vadodara

(FRN: 103824W) were appointed as the Statutory Auditors of the Company for a term of 5 financial years commencing from the Financial Year 2023-24 to hold office till the conclusion of the 36^th Annual General Meeting of the Company. M/s. Shah Mehta and Bakshi, Chartered Accountants have confirmed that they are eligible and are in compliance with the provisions specified under

Section 141(3)(g) of the Act and they are not

to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014.

The Report of the Statutory Auditor forming part of the Annual Report does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.

(b) SECRETARIAL AUDIT REPORT

The Board of Directors has appointed M/s.

Sudhanwa S. Kalamkar & Associates, Practicing

Company Secretary to conduct Secretarial Audit for the financial year ended 31^st March, 2025. As required under Section 204 of the Companies Act, 2013, the Secretarial Audit Report is annexed as Annexure D to this Report. The Secretarial Auditors Report is self-explanatory and does not contain any qualifications or adverse remarks which require any clarification or explanation.

(c) COST AUDITORS

In terms of Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)

Rules, 2014, it is hereby confirmed that the cost accounts and records are made and maintained by the Company as specified by the Central

Government under sub-section (1) of Section 148 of the Companies Act, 2013.

The Board of Directors at its meeting held on 20^th May, 2025 has appointed M/s P. K. Chatterjee

& Associates, Cost Accountants (FRN. 101833), as the Cost Auditors for conducting the Cost Audit for the Financial Year 2025-26. As required under the

Act, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification.

The Cost Audit report for the Financial Year ended

31^st March, 2025 after being taken on record by the

Board shall be filed with MCA within the stipulated time.

SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March,

2025 was Rs. 919.26 Lakhs. There was no change in the Share Capital of the Company during the financial year under report.

During the FY 2024-25, your Company has issued 8,00,000 (Eight Lakhs) equity shares of face value of 10/- each at an issue price of 150/- each payable in cash, aggregating upto Rs. 12,00,00,000 (Rupees Twelve Crores). Pursuant to the provisions of SEBI (ICDR) Regulations, 2018 and terms of issue, the Warrant holder will be allotted one equity share for every one warrant subscribed by him if the full warrant issue price of Rs 150 is paid by him within 18 months from the date of allotment (i.e. 6^th May 2026) being the date of issue of warrants.

As on 31^st March, 2025, following two directors are holding shares of the Company:

Mr. Harshad Patel Mr. Mahesh Solanki

THE ANNUAL RETURN

As per the provisions of section 92(3) read with section 134(3)(a) of the Act, Annual Return for the Financial Year ended on 31^st March, 2025, in prescribed Form No. MGT-7 is available on the website of the Company at www.rishilaser.com.

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

The information required to be disclosed is set out in Annexure A

BOARD OF DIRECTORS:

Details of Board of Directors

As on the date of Balance sheet; the Board of Directors of the Company consisted of Four Directors. As the Chairman of the Board is in Executive capacity pursuant to requirements of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations 2015, its Board comprises of 50% of the Independent Directors.

Out of the Four Directors, One Director is categorized as Promoter - Director, two are Independent Directors appointed pursuant to provisions of section 149 of the Companies Act 2013 and One Director is categorized as Non- Executive Non- Independent Director. As on the date of Balance sheet; there is no Nominee Director on the Board of the Company.

No Director of the Company is either member of more than ten committees and/ or Chairman of more than five committees across all Companies in which he is

Director and necessary disclosures to this effect has been received by the Company from all the Directors.

Appointment/Reappointment:

The members of the Company at the 32^nd AGM, have re-appointed in accordance with provisions of the

Act and SEBI Listing Regulations, Mrs. Sheela Ayyar (DIN: 06656579) as a Non-Executive Independent

Director on the Board for a second term of 5 years, effective from 30^th August, 2024 and Mr. Kirti Rathod

(DIN: 00377056) as a Non-Executive Independent

Director on the Board for a period of 5 years effective from 2^nd August, 2024 to 1^st August, 2029.

Mr. Dinesh Mehtas (DIN: 00509447) second term of 5 years as an Independent Director of the Company came to an end and he ceased to be a director of the Company effective from 30^th August, 2024 due to completion of his tenure as Independent Director. The Board of Directors extended its deepest gratitude for his services and contributions during his tenure as Independent Director of the Company.

In terms of Section 152(6) of the Companies Act, 2013, Mr. Mahesh Solanki shall retire as a Director by rotation at the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment. As per the terms of his appointment as a Non-Executive, Non-Independent Director, his re-appointment as a Director on retirement by rotation at the forthcoming Annual General Meeting, would not constitute break in her term as a Non-Executive, Non-Independent Director. Your

Directors recommend to members for their approval his re-appointment as a Director at the forthcoming Annual General Meeting.

The disclosures required in respect of appointment / re-appointment of directors pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial

Standards (‘SS)-2 on General Meetings are given in the Notice of AGM, forming part of the Annual Report. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

The information, as required under Regulation 17(7) read with Schedule II Part A of the SEBI Listing Regulations, is made available to the Board. The recommendations of the Committees are placed before the Board for necessary approvals. All committee recommendations placed before the Board during the year under review were unanimously accepted by the Board.

Details of the meetings of the Board of Directors

During the year, five Board Meetings were held i.e. on

27^th May, 2024, 10^th August, 2024, 25^th September, 2024, 11^th November, 2024 and 7^th February, 2025. The gap between any two consecutive Board meetings during the year under review did not exceed one hundred and twenty days. The requisite quorum was present for all the meetings.

The details of Directors and their attendance record at Board Meetings held during the year, at last Annual General Meeting and number of other directorships and chairmanships/memberships of committees is given below:

Name Category Other Committee Attendance Attendance Shareholding of Directorships Membership/ At Board At Board Non-Executive in Public Cos. Chairmanship Meetings Meetings Directors (as on #(incl. RLL) 31.03.2025)

Mr. Harshad Patel Promoter/ Nil 2 5 Yes -DIN 00164228 Executive Mr. Dinesh Mehta Non-Promoter/ Nil 2 2 Yes NA DIN 00509447 Independent (upto 30.08.2024) Mr. Kirti Rathod Non-Promoter/ Nil 2 3 Yes -DIN 00377056 Independent Ms. Sheela Ayyar Non-Promoter/ 1 2 5 Yes -DIN 06656579 Non-Independent Mr. Mahesh Solanki Non-Promoter/ Nil Nil 5 Yes 400 DIN 09213491 Independent

# While considering the memberships/chairmanships only Audit Committee and Stakeholders Relationship Committee are considered.

Declaration by an Independent Director(s)

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25(8) of SEBI (LODR)

Regulations, 2015.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the

Act and applicable rules thereunder) of all Independent Directors on the Board.

Further, in terms of Section 150 read with Rule 6 of the

Companies (Appointment and Qualification of Directors)

Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Formal Annual Evaluation

Pursuant to the provisions of the Companies Act,

2013 and SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, the Board has carried out evaluation of its own performance on the annual basis the Directors individually, as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

Code of Conduct

The Board has laid down a Code of Conduct for all Board members and senior management personnel of the Company, which has been posted on the website of the Company www.rishilaser.com All Board members and senior management personnel have affirmed compliance with the code for the year ended on 31^st March, 2025. Declaration to this effect signed by the Managing Director of the Company for the year ended on 31^st March, 2025 has been included in this report.

Familiarization Programme for Independent Directors

The Company conducts familiarization programs for Independent Directors to enable them to understand their roles, rights and responsibilities. The Independent Directors when they are appointed are given a detailed orientation on the Company, industry, strategy, policies and Code of Conduct, regulatory matters, business, financial matters and human resource matters of the

Company.

Details of orientation given to the new and existing Independent Directors in the areas of strategy/industry trends, operations & governance, and safety, health and environment initiatives are available on the website of the Company at www.rishilaser.com.

KEY MANAGERIAL PERSONNELS (KMP)

As on 31^st March, 2025, Mr. Harshad Patel - Managing

Director, Mr. Ganesh Agrawal - Chief Financial Officer and Ms. Vandana Patel - Company Secretary and

Compliance Officer, are the Key Managerial Personnels of your Company.

There were no changes in the Key Managerial Personnels (KMP) of the Company.

COMMITTEES OF THE BOARD

The Board of Directors has constituted Committees of the Directors, as mandated by Law, Regulations to deal with specific areas and activities which require an independent expert review of subject matter. The Board Committees are formed with approval of the Board and function according to Terms of Reference and statutory provisions mandating such constitution. These Committees play an important role in the overall management of day-to-day affairs and governance of the Company.

The Board currently has the following Committees:

1. Audit Committee

The Company has a Competent Audit Committee comprising of three Directors out of which two-third are independent directors. Mrs. Sheela Ayyar, having sound financial background and financial expertise is Chairperson of the Committee with the other members being Mr. Kirti Rathod and Mr. Harshad Patel. The tenure of Mr. Dinesh Mehta came to an end on 30^th August, 2024 and Mr. Kirti Rathod was appointed as Director of the Company with effect from 2^nd August, 2024. In view of this, the Board at its meeting held on 25^th September, 2024 has approved and reconstituted the Audit Committee as above effective from 2^nd August, 2024.

The main functions of the Audit Committee were: a. Reviewing Financial Statements before submission to the Board. b. Reviewing internal control system and recommending improvement. c. Recommending appointment of Statutory

Auditors and fixing Audit fees. d. Discussing with statutory Auditors the scope of Audit, conducting post audit discussions to ascertain area of concern.

While reviewing the financial statements the committee focused on: 1. changes in accounting policies and reasons thereon.

2. compliance with accounting standards. 3. compliance with listing and other regulations. 4. related party transactions.

The Meetings were attended by all the Members of the Committee.

During the Financial Year 2024-25, the committee met on 27^th May, 2024, 10^th August, 2024, 25^th September, 2024, 11^th November, 2024 and 7^th February, 2025.

2. Nomination & Remuneration Committee:

The Nomination & Remuneration committee consists of three non executive Directors, Mrs. Sheela Ayyar, Mr. Mahesh Solanki and Mr. Kirti Rathod.

The tenure of Mr. Dinesh Mehta came to an end on 30^th August, 2024 and Mr. Kirti Rathod was appointed as Director of the Company with effect from 2^nd August, 2024. In view of this, the Board at its meeting held on 25^th September, 2024 has approved and reconstituted the Audit Committee as above effective from 2^nd August, 2024.

Mrs. Sheela Ayyar is chairperson of the Committee.

The Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The same is posted on the website of the Company viz. www.rishilaser.com. The Committee approves the remuneration payable to the Managing Director and senior executives.

The salient features of the said policy are as under:

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT

1. Appointment Criteria and Qualification a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment. b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient

/ satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

2. Term / Tenure a) Managing Director/Whole-time Director: The

Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term. b) Independent Director: An Independent Director shall hold office for a term up to five years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report. No

Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

3. Evaluation

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

4. Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee recommends, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

5. Retirement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

POLICY FOR REMUNERATION TO DIRECTORS/

KMP/SENIOR MANAGEMENT PERSONNEL:

1. Remuneration to Whole-time/Executive/Managing

Director, KMP and Senior Management Personnel:

The Remuneration/ Compensation/ Commission etc. to be paid to Director / Managing Director etc. is governed by the provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force. Appointment of Mr. Harshad Patel, as the managing director has already been approved by members vide the special resolution passed in 31^st Annual General Meeting held on Friday, 8^th September, 2023.

2. Remuneration to Non-Executive / Independent

Director: The Non-Executive Independent Director may receive remuneration / compensation / commission as per the provisions of Companies Act, 2013. The amount of sitting fees shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

The terms of reference to the Committee broadly are as under:

TheBoardhasformedtheNominationandRemuneration Committee which ensure effective Compliance of Section 178 of the Companies Act, 2013 and

Regulation 19 of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015. The main functions of the Committee are as follows:

• Reviewing the overall compensation policy, service agreements and other employment conditions of Managing/Whole-time Director(s) and Senior

Management (one level below the Board):

• to help in determining the appropriate size, diversity and composition of the Board; • to recommend to the Board appointment/ reappointment and removal of Directors;

to frame criteria for determining qualifications, positive attributes and independence of Directors; • to recommend to the Board remuneration payable to the Directors (while fixing the remuneration to

Executive Directors the restrictions contained in the Companies Act, 2013 is to be considered); • to create an evaluation framework for Independent Directors and the Board; • to provide necessary reports to the Chairman after the evaluation process is completed by the Directors; • to assist in developing a succession plan for the Board;

to assist the Board in fulfilling responsibilities entrusted from time-to-time; • delegation of any of its powers to any Member of the Committee or the Compliance Officer.

Details of remuneration package of the Managing

Director: (As prescribed by Schedule V of the Companies Act 2013)

Period : Three years from 01-04-2026 Salary : Rs. 5,00,000/ HRA : Rs. 2,50,000/-Others : Rs. 1,50,000/-

Besides the above the Managing Director is entitled to perquisites such as PF, Gratuity and LTA.

Actual remuneration received by the Managing Director for the year 2024-25: Mr. Harshad Patel - Rs. 9 Lakhs

Non - Executive Directors are paid Rs. 15,000/- per Board Meeting attended and Rs. 15,000/- per Audit Committee Meeting attended.

During the year, two Nomination & Remuneration

Committee Meetings were held on 24^th May, 2024 and 10^th August, 2024.

3. Stakeholders Relationship Committee:

The Committee consists of three Directors, Mr.

Harshad Patel, Mrs. Sheela Ayyar and Mr. Kirti Rathod. Mrs. Sheela Ayyar is the Chairperson of the Committee. During the year, One Stakeholders Relationship Meeting was held on 27^th May, 2024.

The Committee was re-constituted with Mr. Kirti Rathod, who was appointed as a member of the Committee in place of Mr. Dinesh Mehta with effect from 2^nd August, 2024.

The Committee has been constituted to look into Redressal of Shareholders Complaints and correspondence with SEBI and the Stock Exchange. The Committee also takes on record the requests received for transfer, transmission, dematerialization, rematerialzation, issue of duplicate share etc. requests received from shareholders and hold its Meetings at such duration as may be required. There are no complaints pending with the Company.

4. Compensation Committee:

The Company has a Compensation Committee of Directors comprising of three Directors viz. Mr. Harshad Patel, Mrs. Sheela Ayyar and Mr. Kirti Rathod Mehta for implementation of Employee Stock Option Scheme-2006.

5. Finance Committee:

The Company has a Finance Committee comprising of three Directors viz. Mr. Harshad Patel, Mrs. Sheela Ayyar and Mr. Kirti Rathod. for looking after the matters pertaining to expansion and finance of the Company.

During the year, one Finance Committee Meeting was held i.e. 25^th September, 2024.

Independent Directors Meeting

During the year under review, the Independent Directors met on 7^th February, 2025 inter alia, to discuss the evaluation of the performance of all non - independent directors and the Board of directors as whole. It also evaluates the timelines of flow of information between the Management and the Board that is necessary for the Board to perform its duties effectively.

RISK MANAGEMENT POLICY

The Company has formed a statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company formulated Whistle Blower Policy as per the provisions of SEBI (LODR) Regulations 2015 to raise any complaint, query and to deal with instance of fraud and mismanagement, if any.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted Internal Complaint Committee (ICC) for all locations to the extent applicable pursuant to the provisions of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition

& Redressal) Act, 2013. The Company has taken adequate care and caution in line with the requirements of the Act. During the year 2024-25, the Company has not received any sexual harassment complaint.

LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business.

Pursuant to Section 134 read with rule of the Companies (Accounts) Rules 2014, there are no transactions to be reported under Section 188(1) of the Companies act, 2013. The related party policy as approved by the Board is available on the website of the Company.

The disclosure in Form AOC-2 as per the provisions of Section 188 of the Companies Act, 2013 and rules made there under is not required since there are no material contracts or arrangements entered into by the Company as per the Policy of Materiality framed forming part of Related Party Transaction policy of the Company.

Related Party Transactions as required under Accounting Standards are reported under the notes to the financial statements.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration prescribed in the Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Statement containing particulars of employees as required and the ratio of remuneration of Managing Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as Annexure B.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit,

Transfer and Refund) Rules, 2016 ("the Rules"), there is no amount due which is required to transfer to IEPF.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year, your Company has complied with applicable Secretarial Standards issued by Institute of Company Secretaries of India.

EMPLOYEE STOCK OPTION PLAN- 2006

The information in respect of the Employee Stock Option Plan- 2006 of the Company is not required as the Company has not made any changes in the scheme to make it in line with the provisions of the Companies Act 2013 and hence no further allotments are made under ESOP.

CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the said Rules, your Company has adopted CSR policy with the approval of the Board. It may be accessed on the Companys website at the www.rishilaser.com.

The Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure C, which forms part of this Report. The Company has not constituted the Corporate Social Responsibility Committee (‘CSR Committee) as per Section 135(9) of the Act, where the amount of CSR to be spent does not exceed fifty lakh rupees, the requirement of constitution of Corporate Social Responsibility shall not be applicable and the functions of such committee shall be discharged by the Board of Directors of the Company.

Your Company is committed to CSR and strongly believes that the business objectives of the Company must be in congruence with the legitimate development needs of the society in which it operates.

STATEMENT OF SALIENT FEATURES OF FINANCIAL STATEMENT

Statement on salient features of Financial Statement in Form AOC-3 is not required since Entire Annual Report is being sent to all the Shareholders in the manner specified by the regulations.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Companies Act, 2013, shall state that -(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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.

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

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis on the operations of the Company is provided in a separate section and forms a part of the Annual Report.

CORPORATE GOVERNANCE REPORT CORPORATE GOVERNANCE REPORT

The Company has availed an exemption for the financial year 2024-25 on the basis of Paid-Up Capital and Net Worth as on the last day of preceding financial year i.e. 31^st March 2024 pursuant to Regulation

15 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, as amended with regard to compliance of certain Corporate Governance requirements, submission of Corporate Governance

Report pursuant to Regulation 27 of SEBI (Listing obligations and Disclosure Requirements) Regulations,

2015 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has complied with the mandatory corporate governance requirements as applicable under other statutes and laws and certain requirements have been voluntarily adopted as a good corporate governance practice.

The inclusion of separate section of Corporate Governance in the Annual Report is not mandatorily required for the financial year under review. However, certain details are provided elsewhere in the report for the information of stakeholders.

CORPORATE GOVERNANCE CERTIFICATE

As referred in the earlier section of Corporate Governance Report, since the Company has availed an exemption under Regulation 15 of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, it is not required to attach the Compliance certificate on Corporate Governance.

DESIGNATED PERSON FOR FURNISHING INFORMATION AND EXTENDING CO-OPERATION TO REGISTRAR OF COMPANIES (ROC) IN RESPECT OF BENEFICIAL INTEREST IN SHARES OF THE COMPANY

The Company Secretary & Compliance Officer of the

Company is the designated person responsible for furnishing information and extending cooperation to the

ROC in respect of beneficial interest in the Companys shares.

ACKNOWLEDGEMENTS

The Board of Directors would like to express their sincere gratitude to our dedicated employees, whose hard work and commitment have been instrumental in achieving our goals, our customers, for their continued trust and support, our suppliers and partners, for their collaboration and cooperation, our auditors and legal advisors, for their professional services and guidance and the government and regulatory authorities, for their support and assistance.

We appreciate the support and guidance provided by our stakeholders, and look forward to continuing our successful journey together.

Place: Mumbai Date: 8^th August, 2025

By Order of the Board

Mr. Hashad Patel Managing Director

DIN: 00164228