Rithwik Facility Management Services Ltd Directors Report

Dear Members,

The Board of Directors are delighted to present the 16th Annual Report on the business and operations of RITHWIK FACILITY MANAGEMENT SERVICES LIMITED ("the Company") along with the summary of financial statements for the year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

Particulars	31st March, 2026 (Rs. in Crores)	31st March, 2025 (Rs. in Crores)
Revenue from Operation	40.18	42.47
Profit/(Loss) before Finance Cost, Depreciation, Exceptional items and Taxes	5.37	5.50
Less: Finance Cost	0.30	0.42
Less: Depreciation	0.35	0.32
Profit/(Loss) before exceptional and extraordinary items	4.72	4.76
Less: Exceptional items	-	-
Profit / (Loss) before tax	4.72	4.76
Less: Tax Expenses	1.20	1.26
Profit / (Loss) After tax	3.51	3.50

Total Revenue from operations for the year stood at Rs.40.18 Crores fell by 5.39% as compared to the last year. Your Companys Profit before exceptional items and taxes stood at Rs.5.37 Crores. Operating margins remained healthy during the Fiscal year 2025-26. Profit after tax during the year under review stood at Rs.3.51 Crores. Operating margins stood at 11.74 % as against 11.21 % in the FY 2024-25.

FACILITIES UNDER O&M

Particulars	31st March2026	31st March 2025
Total Area of Maintenance in Sq.ft.	9,48,622	8,74,822
Total No. of clients under maintenance	73	71

ROAD AHEAD

The facility management services industry is poised for sustained growth, driven by increasing urbanisation, infrastructure development, expansion of commercial and industrial facilities, and the growing emphasis of organisations on efficient and professional management of their physical assets.

Going forward, the Company aims to strengthen its position in the facility management sector by expanding its presence across key markets and developing long-term relationships with clients across commercial, industrial, institutional and other segments. The Company will continue to focus on delivering reliable, cost-effective and quality-driven facility management solutions tailored to the evolving requirements of its customers.

Technology and digitalisation will remain important enablers of the Companys growth strategy. The Company intends to progressively adopt technology-enabled solutions such as digital workforce management, automated monitoring, data analytics, preventive maintenance systems and real-time reporting to improve operational efficiency, service quality and customer experience.

The Company will also focus on strengthening its workforce through continuous training, skill development and performance management. Building a capable and responsive workforce will remain central to maintaining service standards and supporting sustainable growth.

With increasing awareness of sustainability and energy efficiency, the Company sees opportunities to integrate environmentally responsible practices into its service offerings, including resource optimisation, energy management, waste management and adoption of sustainable operating practices.

The Company remains committed to maintaining high standards of corporate governance, regulatory compliance, occupational safety and customer service. By combining operational expertise, technology adoption, skilled manpower and a customer-centric approach, the Company aims to create sustainable value for its customers, employees and other stakeholders while pursuing disciplined and profitable growth.

DIVIDEND

Although your Company has made profit after Tax of Rs.3.51 Crore. Your Directors have recommended 10% (i.e. Re.1/- per share) final dividend to the Equity shareholders of the Company subject to the approval of the Shareholders at the ensuing Annual General Meeting for the Financial year 2025-26.

SHARE CAPITAL

As on March 31, 2026, the Authorized share capital of the Company was Rs. 400 Lakhs comprising of 40,00,000 equity shares of Rs.10 each, and the paid-up equity share capital as at March 31, 2026 was Rs 306 Lakhs comprising of 30,60,000 equity shares of Rs 10 each.

TRANSFER TO RESERVE

The Board does not propose to transfer any amount to general reserve and has decided to retain the profit for the Financial Year 2025-26 in the profit and loss account, after payment of dividend, if any.

FINANCE

Led by the successful financial planning, comfortable financial position continued during the year and your company has repaid the borrowings on timely manner.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As defined under the Act, the Company had one Wholly owned Subsidiary as listed below, No Joint ventures and Associate Companies as at March 31, 2026. Your company has acquired 100% stake in M/s Rithwik Indus Power Private Limited, a solar power generation Company. However due to the changes in the Regulations your company has decided to disinvest and sold the entire shares in November 2025. Hence there is no Subsidiary company as at March 31, 2026.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public or its employees and as such no amount on account of principal or interests on deposits were outstanding as on the Balance Sheet date.

BOARD OF DIRECTORS

The Board comprises of 5 Directors; out of which are 2 Executive Directors, 2 Independent Directors and 1 Non-Independent Director. All the Directors bring a wide range of skills and experience to the board. The Independent Directors have confirmed that they satisfy the criteria prescribed for an Independent Director as stipulated under the provisions of Section 149(6) of the Companies Act, 2013. All directors are appointed by the members of the Company.

The composition of the Board is in conformity with Listing Regulations.

S.No	Names of Director	DIN	Designation	Date of Appointment
1.	Mr. Rithwik Rajshekar Raman	07836658	Managing Director	01.06.2017
2.	Mr.Vyakarna Niranjan Rao	02918882	Whole-time Director	15.09.2010
3.	Mrs.Shama Prasanna Tipparaju	07922496	Independent Director	30.08.2017
4.	Mr.Jayaraman G	08112010	Independent Director	07.05.2018
5.	Mrs.Anitha Radhakrishnan	02820945	Non-Independent Director	28.06.2023

Policy on Directors Appointment and Remuneration

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31st March, 2026, the Board consists of 5 Members, 1 of whom is a Managing Director, 1 Whole-time Director, 1 Non-executive & Non - Independent and 2 Independent Directors. The Board periodically evaluates the need for change in its composition and size. The Policy of the Company on Directors Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is appended as Annexure-ll to this report. We affirm that the Remuneration paid to the director is as per the terms laid out in the said policy.

DECLARATION BY INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Independent Directors have submitted their disclosure to the Board confirming that they fulfill the requirements as to qualify for their appointment as an Independent Director under the provisions of Section 149 of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board confirms that the said Independent Directors meet the criteria as laid down under the Companies Act, 2013 as well as SEBI Listing Regulations.

KEY MANAGERIAL PERSONNEL AND THEIR REMUNERATION (KMP)

In pursuance to the provisions of the Act and Listing Regulations the Company has appointed Key Managerial Personnel. The Company pays remuneration by way of Salary, Perquisites etc., to its Managing Director, Whole-time Director in line with recommendation from the Nomination and Remuneration Committee as approved by the Board and the Members of the Company as per the Nomination and Remuneration Policy.

BOARD EVALUATION

As required under the provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out a formal annual evaluation of its own performance, and that of its committees and individual directors based on the guideline formulated by the Nomination & Remuneration Committee.

The performance evaluation of the Directors was completed during the year under review. The performance evaluation of the Chairperson and the Non-Independent Director was carried out by the Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulations 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has adopted a policy on Familiarization Programme for Independent Directors of the Company.

The Policy on Familiarization Programme as approved can be viewed on the Companys website.

COMMITTEES

As required by the provisions of the Act and Listing Regulations, the company has the following Committees as follows.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

(i) The details of the composition of various Committees as on the date of this Report is mentioned below:

Name of the Committee	Name of the Member	Position Held
Audit Committee	Mrs.Anitha Radhakrishnan	Chairperson- Non-Independent Director
	Mrs.Shama Prasanna Tipparaju	Member-Independent Director
	Mr. G Jayaraman	Member- Independent Director
Name of the Committee	Name of the Member	Position Held
Nomination & Remuneration Committee	Mr.G.Jayaraman	Chairman-Independent Director
	Mrs.Shama Prasanna Tipparaju	Member-Independent Director
	Mrs.Anitha Radhakrishnan	Member-Non - Independent Director
Name of the Committee	Name of the Member	Position Held
Stakeholders Relationship Committee	Mrs.Shama Prasanna Tipparaju	Chairperson-Independent Director
	Mr.Vyakarna Niranjan Rao	Member-Whole Time Director
	Mrs.Anitha Radhakrishnan	Member- Non - Independent Director

POLICIES

In pursuance to the Act and the Listing Regulations, the following policies have been framed and disclosed on the Companys Website www.rithwik.co.in

1. Nomination and Remuneration Policy

2. Vigil Mechanism

3. Material Subsidiaries

4. Policy on Materiality disclosure

5. POSH

6. Related party Disclosure

7. Prevention of Insider Trading

8. Code of Conduct

9. Performance Evaluation of Board

10. Archival Policy

11. Criteria for making payment to Non-Executive Directors

12. ID Familiarisation Programme

VIGIL MECHANISM

The Company has established a vigil mechanism to provide adequate safeguards against victimization and to provide direct access to the Chairman of the Audit Committee in appropriate cases. This mechanism is available on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth of Rs.500 crore or more, or a turnover of Rs. 1,000 crore or more or a net profit of Rs.5 crore or more during the immediately preceding financial year are required to constitute a CSR committee.

Your Company does not fall in the criteria to constitute a CSR Committee as per the provisions of Section 135 of the Companies Act, 2013 and accordingly the CSR provisions are not applicable to the Company.

BOARD& COMMITTEE MEETINGS

The Board met five (6) times during the Financial year 2025-26 on April 25, 2025, May 22, 2025, July 7, 2025, September 1, 2025, November 14, 2025 & March 11, 2026. The gap between two meetings did not exceed one hundred and twenty days.

Name	Category	Number of Directors hip in other public Ltd Compani es	No. of Board Meetings attended during period ended 31/03/2026	No. of Committee Membership in other Public Limited Companies	Attend -ance Last AGM on 29.09.2 025	No. of Shares held
Mr.Rithwik Rajshekar Raman	Executive Non- Independent Chairman Promoter cum Managing Director	Nil	6	Nil	Yes	11,02,5 00
Mr.Vyakarna Niranjan Rao	Executive Non- Independent Whole-Time Director	Nil	6	Nil	Yes	13,500
Mrs.Shama Prasanna Tipparaju	Non- Executive Independent Director	Nil	5	Nil	Yes	Nil
Mr.Jayaraman G	Non- Executive Independent Director	1	5	2	Yes	Nil
Mrs.Anitha RadhaKrishnan	Non- Executive Non- Independent Director	1	6	2	Yes	Nil

In accordance with Regulation 26 (1) (b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 Membership/Chairpersonship of only the Audit Committees and Stakeholders Relationship Committee in all Public Limited Companies has been considered. No directors are inter-se related to each other.

Meetings of Audit Committee and Attendance during the Year:

During the financial year under review, Audit Committee Meetings were held on April 25, 2025, May 22, 2025, July 7, 2025, September 1, 2025, November 14, 2025 & March 11, 2026. The attendance of the members at the Audit Committee meetings were as follows:

	Attendance particulars
Name of the Member	Meeting Held during their tenure	Meeting Attended during their tenure
Mrs. Anitha Radhakrishnan (Chairperson)	6	6
Mrs.Shama Prasana Tipparaju (Member)	6	5
Mr. G Jayaraman (Member)	6	5

Meetings of Nomination and Remuneration Committee and Attendance during the Year:

During the financial year under review, Nomination and Remuneration Committee Meetings were held on September 1, 2025, November 14, 2025 & March 11, 2026. The attendance of the members at the Nomination and Remuneration Committee meeting was as follows:

Name of the Member	Attendance particulars
	Meeting Held during their tenure	Meeting Attended during their tenure
Mr.G.Jayaraman	3	3
Mrs.Shama Prasanna Tipparaju	3	3
Mrs. Anitha Radhakrishnan	3	3

Meetings of Stakeholder Relationship Committee and attendance during the year:

During the financial year under review, Stakeholder Relationship Committee Meetings were held on May 22, 2025, November 14, 2025 & March 11, 2026, the attendance of the members at the Stakeholder Relationship Committee meeting was as follows:

	Attendance particulars
Name of the Member	Meeting Held during their tenure	Meeting Attended during their tenure
Mrs.Shama Prasanna Tipparaju	3	3
Mr. Vyakarna Niranjan Rao	3	3
Mrs.Anitha Radhakrishnan	3	3

Separate Meetings of Independent Directors:

During the year, separate meetings of Independent Directors were held on March 11, 2026 in which all independent directors were present.

General Body Meetings held in last three years:

Year	Date	Time	Venue
2023-24	27-07-2023	11.00 A.M	Registered Office: R.R.Tower III, Thiru Vi Ka Industrial Estate, Guindy, Chennai - 600032.
2023-24	28-09-2023	11.30 A.M	-do-
2024-25	24-09-2024	11.30 A.M	-do-
2024-25	18-04-2024	12.30 P.M	-do-
2024-25	24-09-2024	11.30 A.M	-do-
2025-26	08/04/2025	12.00 Noon	-do-
2025-26	05/08/2025	11.30 A.M	-do-
2025-26	29/09/2025	12.30 P.M	-do-

Special Resolution passed in previous three years AGMs / EGM:

Date	AGM/EGM	Special Resolutions passed
27-07-2023	EGM	1. Re-Appointment of Mr.G.Jayaraman as Independent Director.
		2. Regularisation of Mrs.Anitha Radhakrishnan as Non- Executive and Non-Independent Director.
18-04-2024	EGM	1. Amendment of New Object Clause
08-04-2025	EGM	1. Amendment of object clause by inserting the new object in Clause III (A) of the Memorandum of Association of the Company.
		2. Amendment of New Object Clause by replacing existing object clause in Clause lll(B) of the Memorandum of Association of the Company
05-08-2025	EGM	1. Disinvestment in wholly owned Subsidiary (Rithwik Indus Power Private Limited) under section 180(1 )(a) of the Companies Act, 2013

Whether Special Resolution were put through postal ballot last year: No

Any special resolution proposed to be conducted through postal ballot this year: No

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the company has granted inter corporate loans to M/s. R.R. Industries Limited and M/s. Rithwik Indus Power Private Limited to the tune of Rs. 4.10 Crores and Rs.3.05 Crores respectively at 9% per annum as interest charged on daily transaction basis.

RELATED PARTY TRANSACTIONS

Your Company has not entered into any contracts /arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company i.e. Policy on Materiality of and Dealing with Related Party Transactions (“RPT Policy”). Accordingly, AOC-2 is not applicable to the Company.

There were no materially significant related party transactions with the Promoters, Directors and Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

Your Directors draw attention of the Members to Note No. 24 to the Standalone Financial Statements which sets out related party disclosure.

EMPLOYEES WELFARE

The Company recognizes that the welfare of its employees is essential for maintaining a motivated and productive workforce. Various welfare measures have been undertaken/proposed, including but not limited to:

1. Health & Safety: Regular health check-ups, insurance coverage, and safe workplace practices.

2. Retirement Benefits: Provident fund, gratuity, and other statutory benefits.

3. Work-life Balance: Leave policies, flexible working hours, and recreational activities.

The Board shall periodically review and strengthen the welfare measures to promote employees well-being, motivation, and overall satisfaction.

CLIENT RELATIONSHIP

The Companys business is based on the Clients and focuses on the good relationship. To enlarge this client relationship the Company conducts sports activities among the clients. Your Company has organized tennis ball cricket tournament which was played at league cum Knock out basis. 12 teams from the Clients side participated and this sports event has boosted the better improved relationships with the clients. Eye screening camp is conducted in the facilities to the employees of the clients and suggested measures were advised by team of doctors. Blood donation camp is organized and attended by good number of employees from the clients.

PARTICULARS OF EMPLOYEES:

Your Company has no employee, who is in receipt of remuneration of Rs.8,50,000/- per month or Rs. 1,02,00,000/- per annum and hence the Company is not required to give information under Sub Rule 2 and 3 of the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company gives utmost importance to maintaining and upholding the dignity, safety and well-being of every employee working in the organisation. The Company has implemented a Policy on Prevention of Sexual Harassment at Workplace in accordance with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which provides appropriate safeguards and mechanisms for the prevention and redressal of sexual harassment at the workplace.

As part of its commitment to fostering a safe, inclusive and respectful workplace, the Company conducted a Prevention of Sexual Harassment (POSH) Sensitization Programme during the Financial Year 2025-26. The programme aimed to create awareness among employees regarding the provisions of the POSH Act, their rights and responsibilities, and the importance of maintaining a workplace free from sexual harassment.

The sensitization sessions were designed to educate employees on what constitutes sexual harassment, including both subtle and overt forms of inappropriate behaviour, and emphasised the importance of mutual respect, dignity and professional conduct. Employees were also apprised of the Companys zero-tolerance approach towards sexual harassment and the mechanisms established for prevention, prohibition and redressal of complaints.

The members of the Internal Committee (IC) played a key role in conducting the awareness and sensitization sessions. The sessions covered the procedure for making complaints, the role and responsibilities of the Internal Committee, confidentiality requirements and the Companys commitment to ensuring a fair and timely redressal process. Relevant examples and case scenarios were also discussed to facilitate better understanding and encourage a culture of openness and respect.

The Company continues to focus on awareness, sensitization and compliance with the applicable provisions relating to prevention of sexual harassment at the workplace. Through regular awareness initiatives and training programmes, the Company seeks to promote a work environment founded on dignity, equality, safety and mutual respect.

Status of Complaints under the POSH Act

During the Financial Year 2025-26, no complaints of sexual harassment were received by the Company and there were no complaints pending as at March 31, 2026.

INTERNAL COMMITTEE - POSH

Name of the Member	Position Held
Mrs. M. S. Bhavani Kannan	Chairperson
Mrs. Lavanya Narayanan	External Member
Mrs. V. C. Padmapriya	Chief Ethics Officer
Mr. M. Prathap	Member
Mrs. Abinaya Varman	Member
Mr. S. Jayapandi	Member

ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(i) Energy Conservation: Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosures regarding impact of measures on cost of production of goods, total energy consumption, etc, are not applicable.

(ii) Research and Development & Technology Absorption: The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when reauired in the furtherance of the business.

(iii) Foreign Exchange Earnings and Outgo: The Company has not earned and expended any foreign exchange during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that:-

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(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 and loss of the company for that period;

(c) they have 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) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. At Rithwik Facility Management Services Limited, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.

As per the Regulation 15(2)(a) of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015; The compliance with the Corporate Governance provisions as specified in regulations 17,17A, 18, 19, 20, 21,22, 23, 24,24A,25, 26, 27 and clauses (b) to (i) and (t)of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply, in respect of a) the Listed entity having paid up Equity share capital not exceeding Rs. 10 Crore and Net-worth not exceeding of 25 Crore, as on the last day of the Previous financial year:

b)the Listed entity which has listed its specified securities on the SME Exchange.

Since your Company is listed in BSE SME platform, the compliance with regard to provisions of Corporate Governance in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your Company.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In terms of provisions of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, (hereinafter referred to as Listing Regulations) the Management Discussion and Analysis Report is appended as Annexure-I to this report.

INTERNAL FINANCIAL CONTROLS & THEIR ADEQUACY

The Company has a well-placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. The Board of Directors has appointed M/s. V Suresh & Associates, Chartered Accountants (M.No.224596), Anna Nagar, Chennai, as the Internal Auditor of the Company. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in terms of value.

RATIO OF REMUNERATION TO EACH DIRECTOR

Statement of Information to be furnished Pursuant to Section 197(12) of the Companies A 2013 (“Act”) Read With Rule 5(1) of the Companies (Appointment and Remuneration Managerial Personnel) Rules, 2014

(i) Ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company for the Financial Year 2025-26 and the percentage increase in remuneration of each Executive Director during the Financial Year 2025-26:

Name of Director / KMP and Designation	Ratio of remuneration of each Director/ to median remuneration of employees	% Increase in Remuneration in the FY 2025-26
Mr.Rithwik Rajshekar Raman, Managing Director	5.33	33.33
Mr. Niranjan Rao, Whole- time Director	16	20

(ii) The percentage increase in remuneration of Chief Executive Officer, Chief Financial Officer and Company Secretary during the Financial Year 2025-26:

S.No	Name and Designation	% increase in Remuneration
1	Mr.Tippavajjala Suresh Babu	28.20
2	Mr. Subbiah Jayapandi	16.71

(iii) The number of permanent employees on the roll of the Company as on March 31, 2026 were 100 and the median remuneration was Rs.37,500/-

(iv) The remuneration of Directors, Key Managerial Personnels and other employees is in accordance with the Remuneration Policy of the Company.

Statement containing the particulars of Employees under Section 197(12) of the Act, Read with Rule 5(2) And 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on March 31, 2026.

A. Top Ten Employees in terms of remuneration drawn

s. No	Name	Age (in years)	Designation	Remunerati on per annum (in Rs)	Qualifi- cation	Date of Commen- cement of Employment	Experi ence (in years)	Last Employm ent held
1	V Niranjan Rao	59	Whole Time Director	72,00,000	Under Graduat e	15-09-2010	38	Hanudev Construe tions Pvt Ltd
2	T Suresh Babu	52	Chief Financial Officer	36,00,000	B.Com	03-10-2017	31	RR Industrie s Ltd
3	S Jayapandi	46	Company Secretary	18,00,000	CS	03-10-2017	16	Rishabh Infopark Pvt Ltd
4	Rithwik Rajshekar Raman	31	Managing Director	24,00,000	Masters Entrepre nuership	03-10-2017	6	Nil
5	Ramaneesh Ravi Raman	26	Asst. manager - Facility	30,00,000	B.Tech	01-12-2022	5	RR Infopark Pvt Ltd
6	M Radhakrishnan	43	Electrical Manger	18,00,000	B.E	01-06-2012	20	RR Industrie s Ltd
7	G Sridharan	48	HVAC- Manager	18,00,000	DRAC	01-06-2012	27	RR Industrie s Ltd
8	T Ramanan	43	Facility Manager	18,00,000	B.TECH	01-07-2013	20	RR Infopark Pvt Ltd
9	R.Ragavendra n	58	Purchase Executive	11,52,000	B.Com	01-01-2024	18	RR Infopark Pvt Ltd
10	M Prathap	39	Accounts Manager	9,72,000	B.Com	10-02-2009	15	Business

B. Employed throughout the year and were in receipt of remuneration of not less than Rs.1,02,00,000 (Rupees One Crore Two Lakh only) per annum.- NIL

C. Employed for part of the year and were in receipt of remuneration of not less than Rs.8,50,000 (Rupees Eight Lakh Fifty Thousand only) per month.-NIL

Notes:

1. Remuneration includes basic salary, allowances, leave travel allowances, companys contribution to provident fund and superannuation fund, leave encashment, reimbursements, monetary value of perquisites, wherever applicable, target variable pay etc.

2. None of the employees except Mr Rithwik Rajshekar Raman, Managing Director of the Company, hold by himself or along with his/her spouse and dependent children, 2% or more of equity shares of the Company.

3. All appointments are/were contractual in accordance with terms & conditions as per company rules.

4. None of the employee is a relative of any Director of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT

OR TRIBUNAL

There are no significant or material orders passed by any Regulators, Courts or Tribunals against the Company which would have a material impact on the going concern status of the Company or its operations in the future.

However, the following tax and GST matters are pending before the respective appellate authorities/tribunals as on 31st March, 2026:

Name of the Statue	Amount in Rs.	Period to which to the amount related	Forum where the dispute is pending
Income Tax Act 1961	11,09,050/-	AY 2017-18	Commissioner of Income Tax - Appeals
Goods and Services Act	20,38,003/-	FY 2017-18	Commissioner of Good & Service Tax - Appeals
Goods and Services Act	14,31,194/-	FY 2019-20	Appeals pending before the Tribunal
Goods and Services Act	11,61,122/-	FY 2019-20	Appeals pending before the Tribunal
Goods and Services Act	4,62,82,054/-	FY 2021-22	Appeals pending

Based on the information and explanations available to the Company, the above matters are under appeal and, in the opinion of the management, do not have any material adverse impact on the going concern status of the Company or its future operations.

AUDITORS & THEIR REPORT

M/s.Kalyanasundaram & Associates, Chartered Accountants, Chennai, was appointed as Statutory Auditors of the Company in the 11thAGM held on 24th September, 2021 for a term of 5 years and concludes at the 16th Annual General meeting of the Company. The Auditors retire on the conclusion of this AGM. M/s.SVRJNS & CO., Chartered Accountants was appointed by the Board as Statutory Auditors of the Company for a term of 5 years commencing from October 1, 2026 till the conclusion of 21st Annual General Meeting. A declaration and consent has obtained from the Auditors that they are eligible to be appointed as Statutory Auditors on recommendation of the Audit committee subject to the shareholders in the ensuing Annual General Meeting.

There are no qualifications, reservations or adverse remarks made by

M/s. Kalyanasundaram & Associates., Chartered Accountants, the Statutory Auditors of the Company, in their report.

M/s. Khandelwal Arun & Associates, Company Secretaries, Chennai, was appointed as Secretarial Auditors of the Company for a term of Five Years commencing from Financial Year 2025-26 to FY 2030-31 at the Meeting of Board of Directors held on 21st March, 2022, to conduct secretarial audit of the Company and confirmed by the Shareholders at the

Annual General Meeting held on September 29, 2025.

M/s. Suresh V & Associates, Chartered Accountant, Chennai, was appointed as Internal Auditors of the Company in the Meeting of Board of Directors held on 21st August, 2020, to conduct internal audit of the Company.

There are no qualifications, reservations or adverse remarks made by

M/s. Suresh & Associates., Chartered Accountants, the Internal Auditors of the Company, in their report.

DETAILS IN RESPECT OF FRAUD REPORTED BY THE AUDITORS

There were no instances of fraud reported by the Auditors.

LISTING

Your Company is listed on SME platform of BSE Ltd. from 11th January, 2018. The Companys code is RITHWIKFMS (540843) and ISIN is INE819Y01015. The following table depicts the price movement for the year 2025-26.

MONTH	COMPANYS SHARE PRICE
	HIGH	LOW
April 2025	155.00	155.00
May	162.75	162.75
June	162.75	162.75
July	162.75	162.75
August	162.75	162.75
September	162.75	162.75
October	162.75	162.75
November	155.00	155.00
December	155.00	155.00
January 2026	155.00	155.00
February	155.00	155.00
March	155.00	155.00

Source: bseindia.com

SECRETARIAL AUDIT REPORT & CERTIFICATE AND SECRETARIAL STANDARD COMPLIANCE

The Company has compiled with all applicable Secretarial Standards issued by ICSI. As required by the Act a secretarial Audit Report issued by a Company Secretary in practice (PCS) is annexed with the report and it does not contain any qualification. Annual Secretarial Compliance Report certifying the Compliance of SEBI regulations has been obtained and filed with the Stock Exchanges. The Secretarial Audit Report (in Form MR-3) is annexed as Annexure-lll to this Report.

ANNUAL RETURN

Pursuant to the Notification issued by MCA with effect from August 28th, 2020, the mandatory requirement of attaching annexure of the Annual Return in the prescribed form MGT-9 has been omitted.

Accordingly, as per the provisions of the amended Section 92(3)of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as of March 31, 2026 has been placed on the website of the Company and can be accessed atwww.rithwik.co.in.

ACKNOWLEDGEMENTS

The Board has pleasure in recording its appreciation for the assistance, co operation and support extended to the Company by all the Stakeholders, Banks, Government departments, Stock Exchanges, NSDL & CDSL.

The Board also places on record its sincere appreciation of the response received from the Companys valuable clients and thank them for their continued support.

The Company is grateful to all the employees for their continued co-operation and support extended to the company. Their contribution has been outstanding and the Directors place on record their appreciation for the same.

CAUTIONARY STATEMENT

Statements in the Boards report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward may be forward - looking within the meaning of applicable securities laws and regulations. The Company cannot guarantee the accuracy of assumptions and the projected future performance of the Company. The actual results may materially differ from those expressed or implied in this report. Important factors that could influence the Companys operations include global and domestic demand and supply conditions affecting input availability and prices, changes in government regulations, tax laws, economical developments within the country and other factors such as litigation and industrial relations.

Place: Chennai	For and on behalf of the Board of Directors
Date: August 12, 2026	Rithwik Facility Management Services Limited
	SD/-	SD/-
	Rithwik Rajshekar Raman	Niranjan Vyakarna Rao
	Managing Director	Whole Time Director
	DIN: 07836658	DIN: 02918882