డైరెక్టర్ల నివేదిక Rajesh Power Services Ltd.

Mar 31, 2025

Your Directors present the Company''s Sixteenth Annual Report and Company''s audited financial Statement for the financial year ended March 31,2025.

1. Financial Performance

The Audited Financial Statements of your Company as on March 31,2025, are prepared in accordance with the relevant applicable Accounting Standards ("AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The financial performance of the Company based on Audited Financial Statements for the financial year 2024-25 is summarized below:

('' In lacs.)
	Standalone		Consolidated
Particulars	Financial Year	Financial Year	Financial Year
	2024-25	2023-24	2024-25*
Total Income	1,07,920.11	29,506.07	1,11,466.01
EBITDA	13,172.93	4,503.51	14,097.07
Less: Depreciation	105.28	69.83	120.66
EBITA	13,067.65	4,433.68	13,976.41
Less : Finance Costs	1634.83	1,027.37	1,664.61
EBT	11,432.82	3,406.31	12,311.80
Add/(Less) : Exceptional items	-	-	-
EBT	11,432.82	3,406.31	12,311.80
Tax Expense	2,703.07	804.81	2,975.17
EAT	8,729.75	2,601.50	9,336.63
Profit / (Loss) Carried to Balance Sheet	8,729.75	2,601.50	9,336.63
Earnings Per Share(EPS)
Basic	53.99	17.10	57.74
Diluted	53.99	17.10	57.74
*The Company has prepared the consolidated financial statements for the first time for the Financial Year ended on 31st March, 2025 in accordance with the Accounting Standards. As this is the first year of consolidation, no comparative consolidated financial information for the previous financial year has been presented.

2. Operational Highlights and State of Company''s affairs:

During the financial year 2024-25, the Company recorded a significant increase in its Standalone Operational Revenue, which stood at § 1,072.07 Crores, as compared to § 284.97 Crores in the previous financial year. This growth reflects the strong operational performance and effective execution of strategic initiatives and reflecting notable growth of 276.20 %.

The Standalone Profit after Tax for the reporting year also demonstrated substantial improvement, rising to § 87.30 Crores from § 26.01 Crores in the previous year, indicating enhanced operational efficiency and profitability and reflecting notable growth of 235.64 %.

For the financial year 2024-25, the Company reported Consolidated Operational Revenue of § 1,107.44 Crores, which includes the revenue contribution from its associate company, HKRP Innovations Limited.

As on date of this report, 1,80,07,392 Equity Shares of '' 10/- each of the Company are listed on SME platform of BSE Limited.

The successful listing marks a significant milestone in the Company''s growth journey and enhances transparency and access to capital markets.

7. Awards & Recognitions:

Award:

(i) Award for excellence National Recognition:

M/s Rajesh Power Services Limited was honoured with the "Best Performance Award in Medium Voltage Switchgear Sales - All India" at the EATON Channel Partner Meet 2025, held in Puducherry, India.

Recognitions:

(i) M/s. Rajesh Power Services Limited successfully executed the entire job of 220kV cable end termination raising job at monopole & conventional towers. So far, raising 220kV cable end terminations at the height of 52 meter is one of the highest heights of termination raising jobs performed in Torrent Power Limited, Ahmedabad.

- Torrent Power

(ii) M/s. Rajesh Power Services Limited successfully executed a critical horizontal directional drilling (HDD) project involving the crossing of the Narmada Canal, which has an approximate width of 20 meters. The company performed trenchless HDD at a depth of 15 meters beneath the canal bed, completing the entire drilling operation in a single continuous shot. The HDD spanned a total length of 479 meters and was designed to accommodate the installation of 500 mm diameter HDPE pipes. The project was executed with precision and completed successfully in January 2023, demonstrating the firm''s advanced engineering capabilities in complex terrain and infrastructure environments.

- Torrent Power

8. Change in Nature of Business:

There has been no change in the nature of business carried on by the company. The Company continued to be in the business of Engineering, Procurement and Construction (EPC) Contracts, Supply of Cables and Electrical Accessories.

9. Material Changes and Commitments affecting Financial Position of Your Company

There have been no material changes and commitments which have occurred between the end of the financial year to which the financial statements relate and the date of this Report, affecting the financial position of the company. Hence no further disclosures are made pursuant to Section 134(3)(l) of the Companies Act, 2013.

The Consolidated Profit after Tax for the reporting period amounted to § 93.37 Crores, which includes the Company''s share of profit from HKRP Innovations Limited. The consolidated performance underscores the positive impact of the associate company''s contribution to the overall financial results.

3. Dividend

The Board of Directors, at its meeting held on May 15, 2025, has recommended a Final Dividend of 10% i.e. §1/-(Rupee One only) per equity share of face value §10/-(Rupees Ten only) each, for the financial year ended on March 31, 2025, out of reserves.

The recommended dividend amounts to a total payout of §1,80,07,392/- on 1,80,07,392 equity shares, and is

subject to approval of the members at the ensuing Annual General Meeting (AGM). The dividend, upon approval, will be paid in compliance with applicable provisions and shall be subject to deduction of tax at source in accordance with the provisions of the Income-tax Act, 1961.

The Company has adopted a policy on Dividend Distribution as required under the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The dividend recommended is in accordance with the Company''s Dividend Distribution Policy. Pursuant to the policy, the Company can pay Dividend in the range of 1% to 50% of the annual standalone Profit after Tax.

The Dividend Distribution Policy of the Company can be accessed at https://www.rajeshpower.com/img/Dividend-Distribution-Policy.pdf

4. Transfer to Reserves

Your Company has transferred ''87.30 Crore amount to General Reserve under the head Reserves & Surplus for the financial year ended on March 31, 2025.

5. Credit Rating

During the financial year, the credit facilities of the Company were reviewed by CRISIL Ratings Limited (“CRISIL"). The

credit ratings assigned to the Company vide its letter dated 25.04.2025 are as follows:

• Long-Term Rating : CRISIL BBB /Positive (Reaffirmed and outlook revised to ''Positive'')

• Short-Term Rating : CRISIL A2 (Reaffirmed)

These ratings reflect the Company''s strong financial discipline, improving business fundamentals, and prudent risk management practices.

6. Listing of Equity Shares:

Company came out with the Initial Public Offer through fresh issue of 27,90,000 Equity Shares of '' 10/-each. Company got Listed on BSE Limited - SME platform on December 02, 2024 for its fully paid-up equity share capital consisting of 1,80,07,392 Equity Shares of '' 10/- each.

10. Subsidiary, Joint Venture and Associate Companies

During the year under review, M/s HKRP Innovations Limited continued to be an Associate Company of Rajesh Power Services Limited, wherein the Company holds a 25.48% equity shares.

M/s HKRP Innovations Limited underwent a change in its legal structure and it was converted into a Public Limited Company from a Limited Liability Partnership (LLP) with effect from July 20, 2024. The Company was Partner in M/s HKRP Innovations LLP since its incorporation.

Statement containing salient features of financial statements of said Associate Company in terms of provisions of Section 129(3) of the Companies Act, 2013 in the prescribed Form AOC-1 is annexed to the Board Report as Annexure - A.

11. Consolidated Financial Statements

Your Directors have pleasure in attaching the Audited Consolidated Financial Statements for the year under review pursuant to Companies Act, 2013 read with SEBI (LODR) Regulations. The Consolidated Financial Statements presented by your Company have been prepared as per Accounting Standards. The Financial statements of the Company have been consolidated with the Financial Statements of its Associate Company i.e M/s HKRP Innovations Limited.

12. Directors and Key Management Personnel and relevant disclosures:• Composition of Board: -

As on March 31, 2025, your Board consists of 7 Directors comprising of (i) four Executive Directors and (ii) three Independent Directors. The Board of the Company is compliant with provisions of Companies Act 2013 and SEBI (LODR) Regulations 2015.

• Appointment and cession of Directors during the year:

Details of Appointment, Resignation of Directors and/ or Key Managerial personnel of the Company during the year under review, are as under:

• Declaration by Independent Directors

The Company has received declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"). The terms of appointment of Independent Directors are in compliance with

the Code of Conduct prescribed under Schedule IV of the Act and the Code of Business Conduct adopted by the Company.

(Policy link : https://www.raieshpower.com/img/Terms-&-condition-for-appointment-of-Independent-director.pdf

• Statement pursuant to Rule 8(5) of Companies (Accounts) Rules 2014

Pursuant to provisions of Rule 8(5) of Companies (Accounts) Rules 2014, The Board is of the opinion that

(i) Mr. Sujit Gulati and Mr. Viral Ranpura, being the Independent Directors appointed during the year are exempted from appearing in the proficiency exam.

(ii) Mrs. Pankti Shah, being the Independent Director has passed the online proficiency self assessment test as conducted by the notified institute.

(iii) Mr. Sujit Gulati, Mrs. Pankti Shah and Mr. Viral Ranpura, being the Independent Directors are experienced, have expertise and are the persons of integrity.

14. Committees of Board

The Company has formed following Committees of the Board in compliance with provisions of Companies Act 2013. In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable laws, your Board has constituted following Committees w.e.f. July 26,2024:

• Meeting of Independent Directors:

During the year under review, three Independent Directors duly met on 28^th March 2025 and reviewed the performance of Non-Independent Directors and the Board as a whole taking into account the views of the other Directors.

15. Policy on Directors'' Appointment and Remuneration Including Criteria for Determining Qualifications, Positive Attributes and Independence of a Director:

Pursuant to provisions of section 178 read with 134(3) (e) of Companies Act 2013, The Nomination and Remuneration Committee (NRC) has approved the criteria and process for identification/ appointment of Directors which are as under:

Your Company''s policy on remuneration for the Directors'', Key Managerial Personnel and other employees is placed on website of the Company at https://www.raieshpower. com/img/Nomination-and-remunaration-policv.pdf on This Policy is directed towards establishing reasonable and sufficient level of remuneration to attract, retain and motivate Directors & employees of the quality required to run the Company successfully. This Policy is in consonance with existing industry practice. There has been no change in the said Policy during the year under review.

Your Company''s policy on Directors'' appointment including criteria for determining qualifications, positive attributes, independence of a director is placed on the website of the Company at https://www.raieshpower.com/img/ Terms-&-condition-for-appointment-of-Independent-director.pdf This Policy sets out the guiding principles for the Nomination and Remuneration Committee to identify persons who are eligible to be appointed as Directors and to determine the independence of a candidate at the time

of considering his/her appointment as an Independent Director of the Company.

The proposed Director shall meet following criteria:

• possess the highest ethics, integrity and values

• shall not have direct / indirect conflict with present or potential business / operations of the Company

• shall be willing to devote sufficient time and energy

• shall have relevant experience with respect to Company''s business (in exceptional circumstances, specialization / expertise in unrelated areas may also be considered)

• The appointment shall be in compliance with the Board Diversity Policy of the Company.

16. Evaluation of Board, Its Committees and Individual Directors

The evaluation of the Board, its Committees and Individual Directors was carried out as per the process and criteria laid down by the Board of Directors. The proforma formats for facilitating the evaluation process of the Non-Independent Directors and the Board as a whole and the Committees were sent to the respective Directors. Based on the response received from the respective Directors, brief presentation was placed before the Board containing the outcome of their evaluation. Based on the feedback, the Board expressed satisfaction on overall functioning of the Board, the Committees and performance of the Directors.

21. Directors'' Responsibility Statement:

Pursuant to the requirement Clause (c) of Sub Section (3)

of Section 134 of the Companies Act, 2013 with respect

to Director''s Responsibility Statement, it is hereby

confirmed that-

a) In the preparation of the annual accounts for the year ended on 31^st March, 2025 the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

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 as on 31^st March, 2025 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the accounts for the year ended on 31^st March, 2025 on a "going concern" basis.

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

22. Auditors

(A) Statutory Auditors:

M/s Naimish N Shah & Co., Chartered Accountant were the statutory auditors of the Company for the FY 2024-25. Their present term as statutory auditor expires at the ensuing Annual General Meeting to be held for the FY 2024 -25 pursuant to provisions of Companies Act 2013 and rules framed thereunder.

The Board of Directors recommended the appointment of M/s Dinesh R. Thakkar & Co, Chartered Accountant (FRN : 102612W), Peer Reviewed Firm, as Statutory Auditors of the Company for the period of five (5) years starting from conclusion of this annual general meeting to be held for Financial Year 2024- 25 till conclusion of annual general meeting to be held for Financial year 2029-30 to carry out the statutory audit of the financial records and to provide an opinion on the same in accordance with the applicable auditing standards and regulatory guidelines. Their appointment shall be subject to approval of members to be obtained in the ensuing Annual General Meeting of the Company.

17. Management Discussion And Analysis

As stipulated under Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the

Management Discussion and Analysis Report is annexed herewith as Annexure B and forms an integral part of this Annual Report.

The report provides an overview of the industry structure, developments, opportunities and threats, operational and financial performance, internal control systems, and other material developments during the year under review.

As the Company is listed on the SME platform of BSE Limited, Corporate Governance is not applicable to the Company.

18. Corporate Social Responsibility

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended), your Company has constituted a CSR Committee to oversee the implementation of its CSR initiatives.

The constitution of CSR Committee is disclosed hereinabove under para no. 14 of Board Report.

Your Company has a longstanding commitment to social responsibility and has undertaken several philanthropic and community development initiatives. Pursuant to the CSR Policy of the Company, the Company focuses on Hunger and Poverty eradication, education, woman empowerment and gender equality, Child mortality and improving mental health, environmental etc.

The CSR Policy of the Company, as recommended by the CSR Committee and approved by the Board of Directors, is available on the Company''s website at: https://www. raieshpower.com/img/CSR-Policv-RPSL.pdf

A brief outline of the CSR Policy and the Annual Report on CSR activities undertaken during the financial year, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended), is provided in Annexure - C to this Report.

19. Internal Financial Control Systems and their adequacy

The Company has in place adequate internal financial controls with reference to financial statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company''s internal financial controls relating to its financial statements. During the year, no reportable material weakness was observed.

20. Annual Return :

In compliance with the provisions of Section 92(3) read with Section 134(3)(a) of the act, the draft annual return as on the March 31, 2025 is uploaded on the website of the company and is available at https://rajeshpower.com.

Board''s Comment on the Statutory Auditor''s Report:

The statutory Auditors'' Report for FY 2024-25 forms part of the Annual Report for the FY 2024-25. The report is self-explanatory. The report does not contain any qualification, reservation or adverse remark.

(B) Cost Auditor:

The provisions of Section 148, read with Companies (Cost Record and Audit) Rules, 2014, are not applicable to the Company but for maintaining good business practices, the Company has first time appointed the Cost Auditor M/s Maulik Shah & Co for auditing the cost accounting records of the company for the financial year 2024-25 on voluntary basis. The Company has maintained the Cost accounts and records for the F.Y. 2024-25.

Board''s Comment on the Cost Auditor''s Report:

The Cost Auditors'' Report for FY 2024-25 is selfexplanatory and does not contain any qualification, reservation or adverse remark.

(C) Secretarial Auditor

Pursuant to Section 204 of the Act read with the Rules thereof, the Board of Directors have appointed M/s Aanal Satyawadi & Co., (Membership Number: F11558), the Practicing Company Secretary, Peer Reviewed Firm, Ahmedabad for conducting a secretarial audit of secretarial records of the company for the financial year 2024-25. The Secretarial Audit Report for F.Y. 2024-25 is annexed herewith as Annexure - D.

Board''s Comment on the Secretarial Audit Report:

There are no adverse observations in the secretarial Audit Report for the F.Y. 2024 25 and hence does not call for any explanation.

(D) Internal Auditor:

Pursuant to Section 138(1) of the Companies Act, 2013 the company appointed M/s. K L Suthar & Co a firm of practicing chartered accountants (Membership number: 625512) as the Internal Auditor to conduct an internal audit of the functions and activities of the company for FY 2024 -25. The Internal Auditor observations and corrective measures were presented to the Board during their meeting.

23. Particulars of Employees and Related Disclosures:

The information required under Section 197(12) of the Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure - E

24. Particulars of Loans, Guarantees or Investments by the Company:

The Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 to the

extent applicable for providing Loans or Guarantee or for making an investment.

25. Disclosure of Information Regarding Related Party Transaction Under Section 188 Of Companies Act, 2013:

All Contracts/transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm''s length basis.

During the year, the company had entered into Contract/ Transaction with Related parties which could be considered as material Related Party Transaction pursuant to the Regulation 23 of SEBI (LODR) Regulations 2015 as amended from time to time. The details of such material related party transaction are reported in the prescribed Form AOC-2 under the "Annexure-F".

26. Compliance with Secretarial Standard:

The Company has Complied with the applicable Secretarial Standards on meetings of the Board of Directors and Meeting of the shareholders, issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013 and the Board of Directors confirms the compliance of the applicable Secretarial Standards.

27. Conservation of Energy, Absorption of Technology And Foreign Exchange :

The Company is not engaged in manufacturing of goods and hence Company does not conserve energy. Company has neither adopted any Technology nor has spent amount for adoption of Technology during the year. There is no amount of Foreign Exchange inflow or outlow during the year and hence no disclosures have been made in this regard.

28. Risk Management:

The Company has put in place Risk Management Policy and Plan. The Company has identified various risk also which in the opinion of the Board may threaten the existence of the Company.

The Board of Directors monitor the above mentioned or any other unforeseen / unexpected risks and ensure the smooth and clinical implementation of mitigation measures as are in the best interest of the company under the circumstances.

29. Vigil Mechanism

As required under Companies Act and SEBI (LODR) Regulations, the Company has put in place Vigil Mechanism / Whistle Blower Policy for Directors and Employees so that the Directors and employees can report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct Policy and SEBI Insider Trading Regulations. Whistle Blower Policy is disclosed on the website: Vigil-Mechanism-and-whistle-blower-policy.pdf.

30. Disclosure under Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby states that:

During the year under review, the Company has not deviated or varied the utilization of proceeds of the Initial Public Offering (IPO) from the objects stated in the offer document. The funds raised through the IPO have been utilized for the purposes as mentioned in the Prospectus.

The statement of utilization of IPO proceeds has been reviewed by the Audit Committee and the Board of Directors periodically. A certificate from Statutory Auditor confirming the utilization of funds has also been submitted to the Stock Exchange(s) within due date.

There is no deviation or variation in the use of proceeds of the issue from the objects stated in the prospectus. However, the Company has unutilized fund of '' 25 Crores out of the proceeds of Initial public offer.

31. Code for prevention of insider trading

Your Company has adopted a Code of Conduct ("PIT Code") to regulate, monitor and report trading in your Company''s shares by Company''s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in Company''s shares and sharing Unpublished Price Sensitive Information ("UPSI"). The PIT Code covers Company''s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarise with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on your Company''s website and link

https://www.rajeshpower.com/img/Code-of-Fair-Disclosure-

of-Unpublished-Price-Sensitive-Information.pdf

32. Acceptance of Deposit:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. Hence no further disclosure made under Rule 8(5) of Companies (Accounts) Rules 2014.

33. Significant and Material Orders as Passed by the Regulators or Courts:

There are no significant and material orders passed by the regulators/court that would impact the going concern status of the company and its future operations.

34. Details in respect of Fraud:

The Auditors have not reported any Fraud under the provisions of Section 143(12) of Companies Act 2013.

35. Details ofApplicationMadeorProceeding Pending Under Insolvency and Bankruptcy Code 2016:

During the year under review, there were no application made or proceeding pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

36. Details of Difference Between Valuation Amount on One Time Settlement and Valuation While Availing Loan from Banks and Financial Institutions:

During the year under review, there has been no one-time settlement of loans taken from banks and financial institution.

37. Declaration / Certificate pursuant to Schedule V of SEBI (LODR) Regulations 2015:

Mr. Utsav Panchal, Chief Executive officer has given the declaration that the Members of the Board of Directors and senior management personnel have affirmed compliance with the code of conduct of Board of Directors and Senior Management. The certificate is attached to the Board Report as Annexure G.

38. Disclosure with regard to Demat Suspense Account / Unclaimed suspense Account:

The Company does not have any Demat Suspense Account or Unclaimed Suspense Account.

39. Investor education and protection fund (IEPF)

In accordance with the applicable provisions of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority.

The Company does not have any unclaimed Dividend or Unclaimed Shares So, these provisions are not applicable to the Company.

40. Prevention of Sexual Harassment of Women at Workplace ["Posh"]:

Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavors to create and provide an environment that is free from any discrimination and harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees {whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender} and lays down the guidelines for identification, reporting and prevention of undesired behaviour. The Company has duly constituted internal complaints committee pursuant to Sexual Harassment of Women at Worlplace (Prevention,

Prohibition and Redressal) Act 2013 read with Rule 8(5)(x) of Companies (Accounts) Rules 2014.

During the financial year ended March 31, 2025, there were no complaints recorded pertaining to sexual harassment.

41. Maternity Benefit:

The Board confirms that the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including those relating to maternity leaves facilities. The Company remains committed to ensuring a safe,

inclusive, and supportive working environment for all women employees.

Acknowledgement

The Directors place on record their sincere thanks to the Bankers, Business associates, consultants, customers, employees for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges grate fully the shareholders for their support and confidence reposed on your Company.

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Mar 31, 2024

Your Directors have the pleasure in presenting the 15^th ANNUAL REPORT together with the Audited Statement of Accounts of the company for the year ended on 31^st March 2024.

FINANCIAL HIGHLIGHTS:

The brief summary of the financial performance of the Company for the year under review along with the comparative figures for the previous year is summarized herein below:

(Rs. In Crores)

PARTICULAR	2023-24	2022-23
Gross Revenue from Operation	284.97	207.18
Profit Before Taxation (PBT)	34.06	8.60
Less: Provision for Taxation	(7.78)	(1.69)
Earlier year Tax	(0.01)	(0.06)
Deferred Tax	(0.26)	(0.15)
Profit After Taxation	26.02	6.70

OPERATIONS:

Your Company''s Gross Revenue from operations during the year under review is Rs. 284.97 Crores which is 37.55% higher than previous year''s Gross Revenue from operations which was Rs. 207.18 Crores.

Your directors are happy to inform you that, the performance of the Company has improved due to qualitative Supply of Goods and timely supply of services. Your directors are hopeful of better performance in the forthcoming year.

CHANGE IN NATURE OF BUSINESS:

There has been no significant change in the business carried on by the company and it continued to be in business of Engineering, Procurement and Construction (EPC) Contracts, Supply of Cables and Electrical Accessories and generation and supply of Solar Power.

Your Company has managed its affairs in a fair and transparent manner.

There has been no change in the constitution of the Board during the financial year under review i.e. the structure of the Board remains the same.

AWARDS/ ACHIEVEMENTS:

The Company received the following Awards and recognitions during the year:

- In April, 23; the company is pleased to announce that it has commissioned a 220KV GIS Substation of a private client in Gujarat with 100MVA Transformer. This brings a record achievement making The company among very few EPC Contractors in the Country to commission 2 Nos. of 220kV GIS Substations.

- In April, 23; the company commenced the O&M Work for the entire Zonal Operations of LT/HT Network of Powai Zone under Adani Electricity Mumbai Limited, becoming one of the largest vendors in Mumbai Region.

- Additionally, the company commissioned an Underground Cable Network (66kV and Above) of more than 150 KMs. for M/s Gujarat Energy Transmission Corporation Ltd. (GETCO) (A Govt, of Gujarat Transmission Company)

- In September, 23; the company won its largest out-of-state Contract with RRVPN (Rajasthan Rajya Vidyut Prashasan Nigam Ltd.), Jaipur worth Rs. 70 Crore. Work involves the unique expertise of 132kV Underground Cable and GIS Substation on a Turnkey basis.

- The company was awarded the first-of-its-kind order of Providing SCADA/DMS, OMS Software along with Hardware for Power Distribution Management at UGVCL (Uttar Gujarat Vij. Company Ltd.), Mehsana worth Rs. 142 Crore

- The company was awarded Power Supply Arrangement Work Orders from reputed clients such as GIFT City, Gandhinagar; Gujarat Metro Rail Corporation Ltd., Gandhinagar; Torrent Power Ltd., Dholera; Jay Chemicals Ltd., Saykha; Sabar Dairy, Himmatnagar; Grindwell Norton Limited (Saint Gobain), Hindustan Coca Cola; to name a few.

- In March, 24; The company won a series of historic orders in the Gujarat Power Distribution sector totalling Rs. 900 Crore, significantly enhancing its order book.

- In March, 2024; The company is pleased to announce the commissioning of Indian Oil Corporation Ltd., Dumad refinery project worth Rs. 54 Crore with diversified scope of work.

DIVIDEND:

Your Directors are happy to propose a dividend @ Rs.0.50 per share for the financial year ending on March 31, 2024, absorbing a sum of Rs. 76.08 Lacs.

As per the provisions of the Income tax Act, 1961, as amended by the Finance Act, 2020, Dividend Distribution Tax is not applicable in respect of Dividends declared, distributed or paid by the Company after March 31, 2020. The same will be taxed in the hands of the shareholders.

As AS 4, Events after the reporting period, Proposed Dividend on Equity Shares, being a nonadjusting event at the Balance Sheet date, is not recognized as a liability in the accounts for the year ended March 31, 2024. The same will be recognized in the year of payment, viz., the year ending March 31, 2025.

TRANSFER TO RESERVE:

The Company has transferred the whole amount of Profit to the Reserve and surplus account as per the audited Balance sheet for the year ended on March 31, 2024.

ANNUAL RETURN:

In compliance with the provisions of Section 92(3) read with Section 134(3)(a) of the act, the annual return as on the March 31, 2024 is uploaded on the website of the company and is available at https://rajeshpower.com.

MEETING OF BOARD OF DIRECTORS:

The Board of Directors held their meetings for Eleven (11) times during the financial year as follows;

SN	Date of Meeting	Board Strength	No. of Directors Present
1	08.04.2023	9	9
2	15.06.2023	9	9
3	05.09.2023	9	9
4	30.11.2023	9	9
5	11.12.2023	9	9
6	05.01.2024	9	9
7	16.01.2024	9	9
8	25.01.2024	9	9
9	29.02.2024	9	9
10	25.03.2024	9	9
11	28.03.2024	9	9

Pursuant to the requirement Clause (c) of Sub Section (3) of Section 134 of the Companies Act, 2013 with respect to Director''s Responsibility Statement, it is hereby confirmed that-

(i) In the preparation of the annual accounts for the year ended on 31^st March, 2024 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) 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 on 31^st March, 2024 and of the profit of the company for that year.

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the accounts for the year ended on 31^st March, 2024 on a "going concern" basis.

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

STATUTORY AUDITOR:

The requirement to place the matter relating to appointment of auditor for ratification of members at every Annual General Meetings, is done away with vide notification dated l^x]'' May, 2018 issued by the Ministry of Corporate Affairs. Accordingly no resolution is proposed for ratification of appointment of auditor, who were appointed as Statutory Auditor for five years in Previous AGM dated 30^th September, 2022.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS BY COMPANY:

Your Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 to the extent applicable.

Your Company has also provided corporate guarantee on term and conditions which are not prejudicial to the interest of the company.

Your Company has invested by way of capital contribution in a Limited Liability Partnership for business development.

COST AUDITOR:

Provisions for the appointment of a Cost Accountant under provisions of section 148 of the Companies Act_;2013 do not apply to the company.

INTERNAL AUDITOR:

Pursuant to Section 138(1) of the Companies Act, 2013 the company appointed Internal Auditor to conduct an internal audit of the functions and activities of the company for FY 2023— 24. The Internal Auditor observations and corrective measures are presented to the Board.

DISCLOSURE OF INFORMATION REGARDING RELATED PARTY TRANSACTION UNDER SECTION 188 OF COMPANIES ACT, 2013:

All Contracts/arrangements/transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm''s length basis.

During the year the company entered into Contract/Arrangement/ Transaction with Related parties which could be considered as material and which are required to be reported in Form AOC-2 in terms of section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules,2014 has been attached as "Annexure-A".

COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act,

2013.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

In the opinion of board of directors there are no material changes have occurred after balance sheet date till the date of the report affecting the financial position of the company.

CONSERVATION OF ENERGY. ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE :

Pursuant to provisions of Section 134(3) (m) & Rule 8(3) (A) of Companies (Accounts) Rules, 2014 the details of energy conservation, technology absorption and foreign exchange earnings and outgo has been given in "Annexure-B" to this report.

RISK MANAGEMENT:

In the opinion of the Board of Directors of the Company, there is a continuous development and implementation of risk management policy including identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of sub-section (1) of section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are applicable to your company. The Company has spent on Corporate Social Responsibility. The details of composition of the CSR Committee and amount spent on CSR is given in "Annexure-C"

ACCEPTANCE OF DEPOSIT:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS AS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the regulators/court that would impact the going concern status of the company and its future operations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an effective internal control and risk mitigation system which are constantly assessed and strengthened with new/revised standard operating procedures.

DETAILS IN RESPECT OF FRAUD:

The Auditor''s Report doesn''t contain any information in relation to fraud.

AUDITOR''S REPORT:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVANCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no application made or proceeding pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE r"POSH"l:

Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavors to create and provide an environment that is free from any discrimination and harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees {whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender} and lays down the guidelines for identification, reporting and prevention of undesired behaviour. The Company has duly constituted internal complaints committee as per the said Act.

During the financial year ended March 31, 2024, there will nil complaints recorded pertaining to sexual harassment.

APPRECIATION:

Your Directors wish to extend their sincere thanks to the Government as well as the Government agencies, banks, customers, shareholders, vendors and other related organizations who have helped in your Company''s progress, as partners, through their continued support and co-operation. Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

BY ORDER OF THE BOARD OF DIRECTORS,

RAJESH POWER SERVICES LIMITED

(Formerly known as Rajesh Power Services Private Limited)

KURANG R. PANCHAL (MANAGING DIRECTOR)

(DIN:00773528)

PLACE: AHMEDABAD DATE: 10/07/2024