డైరెక్టర్ల నివేదిక Rajesh Power Services Ltd.

Your Directors present the Company''s Seventeenth Annual Report and Company''s audited financial Statement
for the financial year ended March 31, 2026.

1. Financial Performance

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with
the relevant applicable Indian Accounting Standards ("Ind 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
2025-26 is summarized below:

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

During the financial year 2025-26, the Company
recorded a significant increase in its Standalone
Operational Revenue, which stood at f 1627.94
Crores, as compared to f 1072.06 Crores in the
previous financial year. This growth reflects the
strong operational performance and effective
execution of strategic initiatives and reflecting
notable growth of 51.85 %.

The Standalone Profit after Tax for the reporting
year also demonstrated substantial improvement,
rising to f 137.53 Crores from f 86.87 Crores in the
previous year, indicating enhanced operational
efficiency and profitability and reflecting notable
growth of 58.32 %.

The Consolidated Profit after Tax for the

reporting year also demonstrated substantial
improvement, rising to f 143.20 Crores from
f 96.63 Crores in the previous year, indicating

enhanced operational efficiency and profitability
and reflecting notable growth of 48.19 %.

Dividend

The Board of Directors, at its meeting held on April
23, 2026, 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, 2026,
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 athttps://www.rajeshpower.
com/img/Dividend-Distribution-Policy.pdf

3. Transfer to Reserves

Your Company has transferred ''137.53 Crore
amount to General Reserve under the head
Reserves & Surplus for the financial year ended on
March 31, 2026.

4. 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 12.08.2025
are as follows:

• Long-Term Rating : Crisil A- / Stable
(Upgraded from ''Crisil BBB / Positive'')

• Short-Term Rating : Crisil A2 (Upgraded
from ''Crisil A2'')

TheseratingsreflecttheCompany''sstrong financial
discipline, improving business fundamentals, and
prudent risk management practices.

5. 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.

6. 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.

7. Subsidiary, Joint Venture and Associate
Companies

Duringtheyearunderreview,M/sHKRPInnovations
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.

The Company entered into a Joint Venture
arrangement under the name M/s RPSL and VITS
JV, effective September 02, 2025.

Rajesh Power Projects Private Limited - 100 %
Wholly owned Subsidiary company of Rajesh
Power Services Limited with effect from
February 28,2026

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.

8. 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 Indian 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, M/s RPSL and VITS JV
and Rajesh Power Projects Private Limited.

9. Directors and Key Management Personnel
and relevant disclosures:> Composition of Board: -

As on March 31, 2026, 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:

There is no any appointment, resignation of
Directors and/ or Key Managerial personnel
of the Company during the year under review.

> Key Managerial Personnel (KMP)

> 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.rajeshpower.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.

10. Board and Committee Composition and their Meetings:> Board Meeting and Composition:

The Board of Directors held Five (5) meetings during the financial year 2025-26 in compliance with
the provisions of the Companies Act, 2013 and rules made thereunder. The prescribed quorum was
present during all the meetings and Directors of the Company actively participated in the meetings and
contributed valuable inputs on all the agenda items of the Board Meeting. The details of Board Meeting
and records of presence during the meeting are as under:

MD - Managing Director, WTD - Whole Time Director ED - Executive Director,

CEO - Chief Executive Officer, CFO - Chief Financial Officer, NED- Non- Executive Director

• Meeting of Independent Directors:

During the year under review, three Independent Directors duly met on 20^th March 2026 and reviewed
the performance of Non-Independent Directors and the Board as a whole taking into account the views
of the other Directors.

11. 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:

12. 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 athttps://www.rajeshpower.
com/img/Nomination-and-remunaration-
policy.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.rajeshpower.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.

13. 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.

14. 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.

15. 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. 11 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.rajeshpower.com/img/
CSR-Policy-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.

16. 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.

17. 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, 2026 is
uploaded on the website of the company and is
available athttps://rajeshpower.com.

18. 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,2026 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, 2026 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, 2026 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.

19. Auditors

(A) Statutory Auditors:

The Board of Directors the appointed 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.

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

The statutory Auditors'' Report for FY 2025-26
forms part of the Annual Report for the FY 2025¬
26. 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 Shivangi
Shah for auditing the cost accounting records of
the company for the financial year 2025-26 on
voluntary basis. The Company has maintained the
Cost accounts and records for the F.Y. 2025-26.

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

The Cost Auditors'' Report for FY 2025-26 is self¬
explanatory 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 2025-26. The Secretarial Audit Report for F.Y.

2025- 26 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. 2025-26 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. Naimish N. Shah
& Co a firm of practicing chartered accountants
(Firm Registration Number: 106829W ) as the
Internal Auditor to conduct an internal audit of
the functions and activities of the company for FY
2025 -26. The Internal Auditor observations and
corrective measures were presented to the Board
during their meeting.

20. 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

21. 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.

22. 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".

23. 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.

24. 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.

25. 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.

26. 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.

27. 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.

28. 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

29. 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.

30. 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.

31. Details in respect of Fraud:

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

32. Details of Application Made or Proceeding
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.

33. 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.

34. 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.

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

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

36. 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.

37. 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, 2026,
there were no complaints recorded pertaining to
sexual harassment.

38. 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.

By Order of the Board of Directors
For Rajesh Power Services Limited

Sd/- Sd/-

Kurang Ramchandra Panchal Rajendra Baldevbhai Patel

Managing Director Whole Time Director

(DIN: 00773528) (DIN :00137280)

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:

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.

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:

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.

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,

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)

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;

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