Rulka Electricals Ltd Directors Report

To

The Members of

Rulka Electricals Limited

The Directors of your company are pleased to present the 12^th Annual Report on the business and operations of the Company along with the Audited Financial statements for the financial year ended 31.03.2025.

Highlights of the Financial year 2024-25 are as follows:

I. FINANCIAL RESULTS

	(Amount in Thousand)
PARTICULARS	2024-25	2023-24
Gross Income	7,95,382.20	7,12,891.72
Depreciation	2,611.07	1,513.69
Profit before Tax	32,441.50	83,580.53
Current Tax	8,166.43	21,467.08
Deferred Tax	681	1,006.79
Short (Excess provision of earlier Tax)	1037.76	0
Net Profit	22,556.32	61,106.65
Balance Brought Forward	83,355.67	60,139.30
Adjustment due to Restatement on account of Depreciation on GALA	0	(2,885.81)
Adjustment due to Restatement on account of Gratuity & LTA	0	(3,104.47)
Bonus shares issued during the period/year	0	(31,900)
Net Profit of Current Year	22,582.44	61,106.65
Balance Carried to forward	1,05,911.99	83,355.67

II. STATE OF COMPANYS AFFAIRS

During the financial year 2024-25, the Company recorded robust growth in standalone revenue, reaching Rs.7,95,382.20 compared to Rs.7,12,891.72 in the previous financial year-reflecting a year-on-year increase of approximately 11.57%. This performance underscores the Companys operational strength and effective execution across key business verticals.

However, the Profit After Tax (PAT) for FY 2024-25 stood at Rs.22,582.44, as against Rs.61,106.65 in FY 2023-24. The decline in profitability was primarily due to significantly elevated manpower costs associated with a civil infrastructure project and delays in project completion, driven by rising input costs.

Despite these challenges, the Company continues to demonstrate resilience and steady growth in its core segments. During the year, it made notable progress in civil infrastructure execution and further strengthened its position in specialized segments, including electrical and fire-fighting installations.

As on the date of this Report, the Company maintains a strong order book, comprising electrical works and fire-fighting installation projects across multiple regions in India. These projects are a testament to the Companys technical expertise, growing client confidence, and expanding footprint in high-value infrastructure domains.

The Board remains optimistic that this healthy project pipeline will contribute positively to the Companys revenue growth and margin stability in the coming financial years.

Contibution To Exchequer

Your Company has contributed a sum of 1,42,34,280 lacs to the exchequer during the financial year 2024-25 by way of duties and taxes.

Transfers To Reserves

The Board of Directors has decided to retain the entire amount of profit for FY 202425 in the profit and loss account.

IN. DIVIDEND

In order to conserve resources and strengthen the financial foundation for future growth initiatives, your Directors have not recommended any dividend on equity shares for the year under review. The Board believes that reinvesting earnings into core operations and upcoming projects will yield long-term value for shareholders.

IV. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business of the Company

V. FINANCIAL STATEMENTS

Your Company has consistently applied applicable accounting policies during the year under review. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company has published the audited standalone financial results on an annual basis along with the auditors report. There were no revisions made to the financial statements during the year under review.

The Financial Statements of the Company are prepared in accordance with the applicable Indian Accounting Standards ("Ind-AS") as issued by the Institute of Chartered Accountants of India and form an integral part of this Report.

VI. LISTING OF SHARES:

The Shares of the Company were listed on the SME Platform of the National Stock Exchange of India Limited (NSE EMERGE) on 24^th of May 2024. The Company has paid the annual listing fee for the financial year 2025-26.

The Equity Shares of the Company have electronic connectivity under ISIN No. INE0R7301013. To provide service to the Shareholders, the Company has appointed M/s. Bigshare Services Private Limited, Pinnacle Business Park, Office No S6-2, 6th, Mahakali Caves Rd, Next to Ahura Centre, Andheri East, Mumbai, Maharashtra 400093 as Registrar and Transfer Agent of the Company for existing physical based and allied Secretarial Services for its Members/Investors and for Electronic Connectivity with NSDL and CDSL.

Details of utilisation of proceeds from Initial Public Offer (IPO):

The details of utilisation of IPO proceeds as on March 31, 2024 is as follows:

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

The material changes and commitments affecting the financial position of the Company that have occurred at the beginning of the financial year of the company to which the financial statements relates, your Company successfully completed its Initial Public Offer (IPO) of 11,23,200 Equity Shares of face value of Rs. 10/- each for cash at a price of INR 235/- per share (including a premium of INR 225/- per equity share) aggregating INR 2639.52 lacs. The Offer comprising of fresh issue of 8,42,400 Equity Shares aggregating to INR 1979.64 lacs and Offer for Sale of 2,80,800 Equity Shares by the Selling Shareholders aggregating to INR 659.88 lacs. The equity shares of the Company were listed on May 24^th, 2024 and trading on equity shares commenced NSE Emerge on May 24, 2024

Further, the success of the Initial Public offering reflects the trust and faith reposed in the Company by the Investors, customers and business partners and your Directors thank them for their confidence in the Company.

VIII. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is available on the website of the Company.

IX. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT UNDER SECTION 186 OF THE COMPANIES Act, 2013.

During the reporting period, your Company has not made any loans, guarantees or investments under section 186 of the Companies Act, 2013 and rules thereof.

X. DEPOSITS

Your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time. Further, Form DPT-3 has been filed with the Ministry of Corporate Affairs within the prescribed timeline

XI. SHARE CAPITAL

A. Authorized Capital and Changes thereon, if any:

The Authorized Share Capital of the Company is Rs. 5,00,00,000/- (Rupees Five Crore Only) divided into 50,00,000 (Fifty Lacs) Equity Shares of Rs.10/- (Rupees Ten) each.

B. Paid up Capital and Changes thereon, if any:

The Paid-up Share Capital of the Company is Rs. 4,25,84,000/- (Rupees Four Crore Twenty - Five Lacs and Eighty - Four Thousand Only) divided into 42,58,400 (Forty - Two Lacs Fifty - Eight Thousand Four Hundred) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

During the period under report, the Company had issued Shares by way of following Allotments:

Sr. No	Type of Issue	Type of Shares	Number of Shares Issued	Face Value (in Rs.)	Total Amount (in Rs.)
1	Initial Public Offer (IPO)	Equity Shares	8,42,400	10	84,24,000

Further, during the period under review, your Company has not bought back any of its securities/has not issued any Sweat Equity Shares/has not issued shares with Differential Voting rights/has not issued any shares under the Employee stock option plan.

Issue of Debentures, Bonds and any other non-convertible securities/warrants:

During the year under review, the Company has not issued any debentures, bonds or any other non-convertible securities nor the Company has issued any warrants.

XII. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provision of Section 125 does not apply to the Company as the Company has not declared any dividend in any of the earlier financial years.

XIII. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY TRANSACTION

All RPTs entered during the year were in the ordinary course of business and on an arms length basis and not material in nature in terms of Section 188 of the Act. Thus, disclosure in Form AOC-2 in terms of Section 134 is not required. There were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel of the Company.

Details of all related party transactions are mentioned in the notes to financial statements forming part of the Annual Report.

XIV. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to the Financial Statements. The Board routinely assesses internal control systems, the effectiveness of the internal audit function, and important internal audit discoveries in collaboration with management.

XV. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, Company does not have any subsidiary company and none of the companies has become or ceased to be Companys subsidiaries, joint ventures or associate companies.

Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies

During the year under review, none of the companies have become or ceased to be Companys subsidiaries, joint ventures or associate companies, therefore Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is not require to be given.

XVI. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

The auditor has not reported any frauds pursuant to provisions of section 143 (12) of the Companies Act, 2013 in his report.

XVII. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR IN HIS REPORT:

The Auditors have not given any qualification, reservation, adverse remark or Disclaimer in his Auditor Report for the financial year ended 31^st March, 2025. The Observations made by the Auditors are self-explanatory and have been dealt with an Independent Auditors Report and its Annexures forming part of this Annual Report and hence do not require any further clarification.

XVIII. SECRETARIAL AUDITOR

As required under the provisions of Section 204 of the Act, the Board of Directors of your Company had appointed Shri Ashwin Shah, Practicing Company Secretaries, to conduct a Secretarial Audit for FY 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed to the Boards Report as Annexure -

1. There are no qualifications, reservations, adverse remarks, or disclaimers by the Secretarial Auditors in their Secretarial Audit Report;

XIX. COST AUDITORS

During the year under review, the Company was not required to maintain cost records and hence, cost audit was not applicable. No manufacturing activities or services, covered under the Companies (Cost Records and Audit) Rules, 2014, have been carried out or provided by the Company.

XX. INTERNAL AUDITOR

The Company has appointed M/s. J. K. Sonee and Associates (FRN: 136562W) as the Internal Auditors of the Company in the Board Meeting held on June, 10, 2024. The Audit Committee has approved the terms of reference and also the scope of work of the Internal Auditors. The scope of work of the Internal Auditors includes monitoring and evaluating the efficiency and adequacy of the internal control systems. Internal Auditors present their audit observations and recommendations along with the action plan of corrective actions to the Audit Committee.

XXI. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company under the provisions of Section 149(7) of the Act and applicable provisions of the Listing Regulations, that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the criteria of independence as provided under the Act, Rules made thereunder read with applicable provisions of the Listing Regulations, and they are independent of the management and also possess requisite qualifications, experience, and expertise and hold highest standards of integrity. Further, there has been no change in the circumstances affecting their status as Independent Directors of the Company. The Board has taken on record the declarations of the Independent Directors, after undertaking due assessment of the veracity of the same.

XXII. STATUTORY DISCLOSURES:

None of the Directors of your Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your directors have made necessary disclosures, as required, under various provisions of the Companies Act, 2013 and SEBI LODR.

XXIII. DETAILS OF THE DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Board Composition and Size

An enlightened Board sets the tone for a positive leadership culture which is essential for the long-term success of the company. By prioritizing strategic decision-making and fostering a collaborative environment, our Board members play a crucial role in achieving the organizations growth while maintaining sustainable growth. Their vision and guidance empower the management and employees at all levels to contribute effectively ultimately leading to a thriving company.

Our Board brings together a blend of unique skills, qualities, viewpoints, and expert knowledge in key and technical areas concerning the field of business and are from a range of diverse backgrounds. The Board as part of its succession planning exercise, periodically reviews its composition to ensure that the same is closely aligned with the strategy and long-term needs of the Company.

The Board of Directors of the company has an optimum combination of Executive and Non- Executive Independent Directors with rich professional experience and background. As on March 31, 2025, the Companys Board Consists of 5 Directors as follows:

NAME OF THE DIRECTOR	DIN	CATEGORY
Mr. Rupesh Laxman Kasavkar	6546906	Chairman cum Managing Director
Mr. Nitin Indrakumar Aher	6546905	Whole-Time Director
Ms. Tejaswi Pushkar Jogal**	7488602	Independent Director (Appointed on 03.09.2024)
Mr. Milind Ramnath Dhumal	9186676	Independent Director
Mr. Sandeep Janu Sawant	10307291	Independent Director
Ms. Nishi Jayantilal Jain*	8964338	Independent Director* (Resigned on 03.09.2024

* Ms. Nishi Jayantilal Jain (DIN 08964338) resign on 03.09.2024

** Ms. Tejaswi Pushkar Jogal (DIN 07488602) appointed as Independent Director Director on 03.09.2024 for a term of 5 years. Her appointment was to approved by the Members of the Company through Special Resolution as per the provisions of Regulation 17 of the Listing Regulations in 11^th Annual General Meeting.

Key Managerial Personnel (KMP)

As on the date of this report, the following are the Key Managerial Personnel (KMPs) of the Company as per section 2(51)read with Section 203 of the Act:

NAME OF THE KMP	DESIGNATION
Mrs. Kejal Niken Shah	Company Secretary and Compliance Officer
Mr. Azad Ashok Jinwal	Chief Financial Officer

XXIV. BOARD OF DIRECTORS AND ITS MEETINGS

Number of Board Meetings

The Board of Directors met at Regular Intervals to transact business and the gap between the two meetings was less than one hundred and twenty days. During the Financial Year 2024-25, seven (7) meetings of the Board of Directors of the Company were held i.e., on the following dates 09.05.2024, 22.05.2024, 10.06.2024, 03.09.2024, 15.11.2024, 13.01.2025 and 28.03.2025 at 11:00 A.M.

The time gap between two consecutive Board meetings was less than 120 days and a necessary quorum as per the Act and the Listing Regulations was also present in all the meetings.

XXV. COMMITTEES OF THE BOARD

1. Audit Committee

In terms of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Audit Committee of the Board of Directors consisting of below mentioned Independent Directors as a practice of good governance:

Name of the Director	Designation	Category
Ms. Tejaswi Jogal*	Director	Independent Director
Mr. Sandeep Sawant	Director	Independent Director
Mr. Milind Dhumal	Director	Independent Director
Mr. Nitin Aher	Director	Whole Time Director

* Ms. Tejaswi Pushkar Jogal (DIN 07488602) appointed as Chairperson on 03.09.2024

All the recommendations made by the Audit Committee were accepted by the Board. The members of the Audit Committee have relevant experience in financial matters as well as have accounting or related financial management expertise and all of them are financially literate. The Chairman of the Audit Committee is an Independent Director and has expert knowledge in accounts & finance.

During the year under review, the audit committee met 4 (Four) times.

2. Nomination & Remuneration Committee

In terms of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has constituted Nomination & Remuneration Committee of the Board of Directors consisting of below mentioned Independent Directors as a practice of good governance:

Name of the Director	Designation	Category
Ms Tejaswi Jogal*	Director	Independent Director
Mr. Sandeep Sawant	Director	Independent Director
Mr. Milind Dhumal	Director	Independent Director
Mr. Nitin Aher	Director	Whole Time Director

*Ms. Tejaswi Pushkar Jogal (DIN 07488602) appointed as Chairperson on 03.09.2024

During the year under review, the Nomination and Remuneration committee met 2 (Two) times.

3. Stakeholders Relationship Committee

In terms of section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 20 (1) of the SEBI (Listing Obligations and Disclosure Requirement), 2015, the Company has constituted Stakeholders Relationship Committee of the Board of Directors consisting of below mentioned Independent Directors as a practice of good governance:

Name of the Director	Designation	Category
Ms Tejaswi Jogal*	Director	Independent Director
Mr. Sandeep Sawant	Director	Independent Director
Mr. Milind Dhumal	Director	Independent Director
Mr. Nitin Aher	Director	Whole Time Director

* Ms. Tejaswi Pushkar Jogal (DIN 07488602) appointed as Chairperson on 03.09.2024

During the year under review, the Stakeholders Relationship Committee met 3 (Three) times.

4. Corporate Social Responsibility Committee

In terms of Section 135 of the Companies Act, 2013 read applicable Rules of the Act, the Company has constituted Corporate Social Responsibility Committee of the Board of Directors consisting of below mentioned Directors as a practice of good governance:

Name of the Director	Designation	Category
Ms Tejaswi Jogal*	Chairperson	Independent Director
Mr. Nitin Aher	Member	Whole Time Director
Mr. Rupesh Kasavkar	Member	Managing Director

* Ms. Tejaswi Pushkar Jogal (DIN 07488602) appointed as Chairperson on 03.09.2024

The Corporate Social Responsibility Committee is responsible to formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy indicating the activities to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013.To recommend the amount of expenditure to be incurred on the CSR activities and to Monitor the CSR activities undertaken by the Company.

During the year under review, the Corporate Social Responsibility Committee met 2(Two) times.

XXVI. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and Listing Regulations, the Board of Directors has carried out an annual performance evaluation of its own performance, its committees, and all the directors of the Company as per the guidance notes issued by SEBI in this regard. The Nomination and Remuneration Committee has also reviewed the performance of the Board, the committee, and all directors of the Company as

required under the Act and the Listing Regulations. The criteria for evaluating the Board broadly encompass the directors competency, experience, and qualifications, as well as the Boards diversity. The criteria for evaluation of directors broadly cover qualifications, experience, knowledge, and competency. They also include the ability to function as a team, initiative, attendance, commitment, contribution, integrity, independence, participation in meetings, knowledge and skills, personal attributes, leadership, and impartiality, among other aspects. The Board of Directors have expressed their satisfaction with the evaluation process.

XXVII. COMPLIANCE WITH SECRETARIAL STANDARD

During the period from April 01, 2024 to March 31, 2025, the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

XXVIII. POLICY ON CORPORATE SOCIAL RESPONSIBILITY

As required under Section 135 of the Act and the rules made thereunder, the annual report on Corporate Social Responsibility containing details about the composition of the committee, CSR activities, amount spent during the year, and other details, is enclosed as Annexure - 2. The Corporate Social Responsibility Policy is displayed on the website of the Company.

XXIX. DEMATERIALIZATION OF SHARES

All the Shares of your Company are Dematerialized. The ISIN of the Equity Shares of your Company is INE0R7301013.

XXX. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, the Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable

XXXI. PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) AND EMPLOYEES

The information required to be disclosed in the Boards Report pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as Annexure - 3.

XXXII. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

• in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

• 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 as at the end of the financial year and of the Profit of the Company for that period:

• the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• the Directors had prepared the annual accounts on a going concern basis; and

• 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.

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

1) Conservation of energy:

Your Directors are of the opinion that with respect to the conservation of energy and technology absorption as prescribed under Section 134(3) (m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014 are not relevant in view of the nature of business activities of the Company and hence, are not required to be given.

2) Technology absorption:

The company is using latest technology and indigenization, which keeps on absorbing latest technology for the betterment of society at large.

3) Foreign exchange earnings and Outgo:

There is no Foreign Exchange Earning and Outgo during the year.

XXXIV. RISK MANAGEMENT POLICY

In line with this requirement, the Company has framed and implemented a risk management policy to identify and assess the regulatory risk areas, and a risk mitigation process. A detailed exercise is being carried out at regular interval to identify, evaluate, manage and monitor all the business risks. The Board periodically review the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

XXXV. ANNUAL RETURN

In compliance with section 92(3) read with section 134(3) of the Act, the annual returns of the Company as of March 31, 2025 available on the website of the Company at https://www.relservices.in/

XXXVI. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT A WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT 2013.

The Company is committed to providing a healthy environment to all employees and thus does not tolerate any sexual harassment at the workplace. The Company has in place, a "Policy on Prevention, Prohibition and Redressed of Sexual Harassment." The policy aims to protect employees at the workplace and prevent and redress complaints of sexual harassment and it covers matters connected or incidental thereto. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company has not received any complaints of sexual harassment.

XXXVII. HUMAN RESOURCES/INDUSTRIAL RELATIONS

Your Company believes that Human resources is the principal driver of change. The Company focuses on providing individual development and growth in a professional work culture that enables innovation, ensures high performance and remains empowering. The HR management systems and processes are designed to enhance organizational effectiveness and employee alignment. Your company has put in place a performance appraisal system that covers all employees.

XXXVIII. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate section on Management Discussion and Analysis, as approved by the Board, which includes details on the state of affairs of the Company, forms part of this Annual Report.

XXXIX. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle-blower policy in terms of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, includes an Ethics comprising senior Executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or letter. The policy on the vigil mechanism may be accessed on the website of the Company.

XL. STATUTORY AUDITOR

Members of the Company have approved the appointment of M/s R.K. Jagetiya & Co, Chartered Accountants (Firm Registration No: 146264W), as the statutory auditors of the company for a consecutive term of five years at the Annual General Meeting held on September 30, 2023.

The Auditors have not given any qualification, reservation, adverse remark or Disclaimer in his Auditor Report for the financial year ended 31st March, 2025. The Observations made by the Auditors are self-explanatory and have been dealt with an Independent Auditors Report and its Annexures forming part of this Annual Report and hence do not require any further clarification.

XLI. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the year there were no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations. Your Board takes this opportunity to thank all its employees for their dedicated service and firm commitment to the goals of the Company. Your Board also wishes to place on record its sincere appreciation for the wholehearted support received from members, clients, bankers and all other business associates. We look forward to the continued support of all these partners in progress.

XLII. CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

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

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.

XLIII. PARTICULAR OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 was not given as none of the employees qualify for such disclosure.

XLIV. INSURANCE

The insurable interests of the Company including building, plant and machinery, stocks, vehicles, and other insurable interests are adequately covered.

XLV. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE

As on the date of the report, no application is pending against the Company under the Insolvency and Bankruptcy Code, 2016, and the Company did not file any application under (IBC) during the financial year 2024-25.

XLVI. RISK MANAGEMENT

Board has laid down procedure about the development and implementation of risk assessment and minimization procedure including identification of elements of risk.

XLVII. ACKNOWLEDGEMENT

Your Directors express their sincere thanks to the Central & State Governments, Financial Institutions and Commercial Banks for their continued support and confidence in the Company.

The Directors hereby place on record their appreciation for the dedicated efforts put by the employees at all levels.

By Order of the Board
For, Rulka Electricals Limited
Rupesh Kasavkar	Nitin Aher
Chairman and Managing Director	Whole-time Director
DIN:06546906	DIN:06546905
Place: Mumbai
Date : 05.09.2025