Rishabh Instruments Ltd

Dear Members,

Rishabh Instruments Limited

The Board of Directors of your Company are pleased to present the 41st Annual Report along with the audited financial statements for the financial year ended March31,2024.

1. FINANCIAL RESULTS:

(INR In Millions)

The abovementioned figures are extracted from financial statements prepared in accordance with the Indian accounting standards (IND AS).

2. BUSINESS OPERATIONS AND OUTLOOK

Your Company recorded a total income of

INR 7,013.31 Million for the financial year 2023-24 as against INR 5,797.81 Million in 2022-23 resulting in an increase of 20.96% in the total revenue during the year under review on consolidated basis. The Profit after Tax of the Company was decreased by 19.71% from INR 496.87 Million in the year 2022-23 to INR 398.94 Million in the year under review.

Outlook of the business has been discussed in detail in the "Management Discussion and Analysis" which forms a part of this Annual

Report.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of the

Company.

4. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, no companies have become or ceased to be the subsidiaries, joint ventures or associate companies.

5. DIVIDEND

With a view to conserve the resources of the Company the Directors are not recommending Annual Report any dividend for the year under review.

6. TRANSFER OF PROFITS TO RESERVES

During the year under report, the Company proposes to transfer an amount of INR 323.84 Million to the Reserves.

7. PUBLIC DEPOSITS

During the year under review, your Company did not accept any deposits within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)

Rules, 2014, as amended from time to time. The

Company has not accepted any fresh loans from directors or their relatives during the year under review.

8. REPORT ON PERFORMANCE OF SUBSIDIARIES

A statement containing salient features of the financial statements of Subsidiary Companies in Form AOC-1, as required under section 129 (3) of the Companies Act, 2013, forms a part of this Annual Report and is annexed as

Annexure A. The audited financial statements

in respect of each of the subsidiaries shall be kept open for inspection at the Corporate Office of the Company on all working days between

11.00 a.m. to 1:00 p.m. up to the date of the forthcoming Annual General Meeting. Further, the Company will make available the audited annual accounts and related information of the subsidiary companies, upon request by any Member of the Company.

9. CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements ("CFS") of your Company along with its subsidiaries as at March 31, 2024 have been prepared in accordance with the Indian Accounting Standard on ‘Consolidated Financial Statements' issued by the Institute of Chartered Accountants of India read together with the provisions of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI (LODR)

Regulations") and form a part of this Annual

Report. The Auditors' Report on the CFS is also attached, which is unmodified.

10. INVESTMENTS & ACQUISITIONS

During the year, your Company made a strategic investment to the tune of INR 39.36 Million.

The details regarding the same are as follows:

11. UTILISATION OF IPO PROCEEDS

The proceeds of the IPO are being used for the purposes for which it was stated to be utilised in the Prospectus. The unutilised portion thereto has been invested in bank deposits as per the applicable rules. The summary of utilisation of IPO proceeds as on March 31, 2024 is stated in Note No. 67 of Notes to Accounts.

12. MANAGEMENT DISCUSSION AND ANALYSIS

As per the provisions of Regulation 34 of the SEBI (LODR) Regulations 2015, a detailed review by the Management of the business operations of the Company is presented under separate section "Management Discussion and Analysis" which forms a part of this Annual Report. The

MD & A Report captures your Company's performance, industry trends and other material changes with respect to your Company.

13. CORPORATE GOVERNANCE REPORT

Your Company believes in adopting best practices of corporate governance. The Company has complied with the regulatory provisions for Corporate Governance as prescribed under

Schedule V of SEBI (LODR) Regulations, 2015. The quarterly Corporate Governance Reports are submitted with the stock exchanges in compliance with the regulatory provisions. A

certificate from M/s KANJ & Co., LLP, Practicing Company Secretaries, confirming compliance of conditions of the Corporate Governance, forms a part of this Annual Report.

14. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As required under Regulation 34 of the Listing

Regulations, the Business Responsibility and Sustainability Report (BRSR) outlines the Company's various initiatives on environmental, social, and governance fronts. This report is an integral part of the Annual Report for the top 1,000 listed entities based on market capitalization. According to the market capitalization list issued by the Exchanges as of

March 31, 2024, the Company was listed among the top 2,000 listed companies. The Company has chosen to voluntarily include the BRSR for the financial year 2023-24 in its Annual Report.

Compliance with the Code of Conduct

A declaration signed by the Managing Director &

CEO affirming compliance with the Company's

Code of Conduct by the Directors and Senior

Management Personnel, for the financial year 2023-24, as required under Schedule V of the

SEBI (LODR) Regulations, forms a part of this

Annual Report.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Board comprised of one Executive Director, one Non-executive and Non-Independent Director and four Non- Executive Independent Directors. The Board is well diversified Independent Director.

Sr. Name Designation No. i. Mr. Narendra Chairman and Goliya Managing Director ii. Mr. P. K. Non-Executive Director

Ramakrishnan iii. Mr. Rathin Kumar Independent Director Banerjee iv. Mr. Siddharth Independent Director Bafna v. Ms. Astha Independent Director

Kataria vi. Mr. Lukasz Independent Director Meissner

Mr. Narendra Goliya, Chairman and Managing Director, Mr. Dineshkumar Musalekar, Group Chief Executive Officer, Mr. Vishal Kulkarni, Chief Financial Officer and Mr. Ajinkya Joglekar, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company within the meaning of sections 2(51) and 203 of the Companies Act, 2013 read together with the

Companies (Appointment & Remuneration of

Managerial Personnel) Rules, 2014, as on March 31, 2024.

During the year under review, Mr. Alipt Sharma (DIN: 03128439) and Mr. Krishnan Ganesan (DIN: 07885495), tendered their resignation as Non-

Executive Nominee Directors of the Company pursuant to SACEF Holdings II (the Investor) sold its 100% shareholding through an offer for sale in the Initial Public Offer.

17. BOARD MEETINGS

During the financial year 2023-24, Nine (9) Board meetings were held on June 30, 2023, July 24, 2023, August 07, 2023, August 22, 2023, September 04, 2023, September 06, 2023, September 30, 2023, November 10, 2023, February 12, 2024. The maximum time gap between any two meetings did not exceed prescribed period of one hundred twenty days.

The particulars of directors present at various Board and Committee Meetings are given in the

Corporate Governance Report which forms part of this Report.

18. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company to and consists of one Women the best of their knowledge and ability hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company at the end of the financial year and of the profit of the Company for the same period;

c) The Directors have 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 annual accounts have been prepared on a going concern basis;

e) Proper internal financial controls have been laid down in the Company that are adequate and were operating effectively.

f) Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are adequate and are operating effectively.

19. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Director under section 149(7) of the Companies Act, 2013 that he/she fulfils the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Conduct for Directors and senior management personnel of the Company.

Based on the confirmations/disclosures received from the Directors under Section 149(7) of the Companies Act 2013 and on evaluation of the relationships disclosed, the following

Non-Executive Directors are considered as

Independent Directors:

a. Mr. Rathin Kumar Banerjee b. Mrs. Astha Kataria c. Mr. Siddharth Bafna d. Mr. Lukasz Meissner

20. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

In the opinion of the Board, the independent directors fulfil the conditions specified in SEBI

(LODR) Regulations, 2015, and are independent of the management of the Company. The

Independent Directors have complied with the code prescribed in schedule IV of the Companies

Act, 2013.

21. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Board has established a comprehensive process to evaluate the performance of the

Directors, Committee and the Board. The performance evaluation matrix defining the criteria of evaluation for each of the above has been put in place. The performance evaluation of the Independent Directors was carried out by the Board (excluding the Director being evaluated). A meeting of the Independent Directors was also held on August 24, 2023 and February 29, 2024 to review the performance of Non-Independent Directors and the Board as a whole. The Chairperson of the Committee had updated the other members of the Board about the outcome of the process.

22. COMMITTEES OF THE BOARD

During the year under review, the composition of different Committees of your Board of Directors is given hereunder:

23. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board appointed M/s. KANJ

& Co., LLP (LLPIN: AAM-2628), Practising

Company Secretaries, Pune as the Secretarial

Auditors of the Company. The Secretarial

Auditor's Report forms part of this Annual Report, annexed as Annexure B.

24. STATUTORY AUDITORS

M/s MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W), were appointed by the Shareholders at the 39th Annual General Meeting held on September 21, 2022 as Statutory Auditors for a term of five consecutive years to hold office until conclusion of 44th Annual General Meeting. Pursuant to the amendment to Section 139 of the Companies Act, 2013 effective from May 07, 2018, ratification by shareholders every year for the appointment of Statutory Auditors is no longer required and accordingly, the Notice of ensuing 41st Annual General Meeting does not include the proposal for seeking shareholders' approval for ratification of Statutory Auditors appointment.

Statutory Audit: There is no Audit observation during the financial year 2023-24 as provided by the Statutory Auditors. The Statutory Auditors have not reported any fraud during the financial year 2023-24.

Secretarial Audit: The Board of Directors acknowledge the observations concerning the compliance with various regulations and standards. The Board is committed to maintaining rigorous adherence to the Securities and Exchange Board of India (SEBI) regulations, the Companies Act, 2013, and other relevant guidelines. The Board appreciates the Secretarial

Auditor's detailed feedback and would like to address the key points raised.

The Board is addressing the specific issues highlighted with respect to the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015. The Board is in the process of refining the document preservation policy to ensure compliance with Regulation 9(1).

The Audit Committee is actively reviewing the internal audit function and has scheduled discussions to address any significant findings.

The Board acknowledges the lapse in the submission of Board minutes for subsidiary meetings and is implementing measures to rectify this. Additionally, the Board is revising procedures to ensure proper recording of material modifications, updating omnibus approvals, and adhering to all requirements concerning independent directors' meetings and declarations.

Regarding the SEBI (Prohibition of Insider

Trading) Regulations, 2015, the Board is enhancing the structured communication process for UPSI and working on strengthening

Structured Digital Database (SDD). The Board is developing a comprehensive policy for determining legitimate purposes and is working on adopting the internal code of conduct governing securities dealings. Furthermore, the

Board is in the process of identifying connected persons and ensuring all disclosures from designated persons are received as required.

The Board is addressing the compliance issues related to the Companies Act, 2013 and other applicable regulations. The Board is taking steps to ensure the timely filing of e-forms and complete details in the omnibus approvals as required by the Companies (Appointment and Qualification of Directors) Rules, 2014. The

Nomination and Remuneration Committee and Independent Directors' meetings are being adjusted to ensure compliance with statutory requirements. Additionally, the Board is working on improving the accuracy of board meeting minutes, addressing approval requirements for ESOPs and FC-GPR filings, strengthening adherence to Secretarial Standards and ensuring detailed disclosures in the Board's Report and

AGM notices.

26. COST RECORDS & AUDITOR

Pursuant to the provisions of Section 148(3) of the Companies Act, 2013 and applicable rules, the Board has appointed M/s. Hareesh K. Shetty & Co., as the Cost Auditors of the Company to conduct an audit of cost records maintained by the Company for 2023-24.

27. INTERNAL AUDITORS

The Board appointed M/s. Rajendra P. Shah & Co., Chartered Accountants, as the Internal Auditor of the Company for 2023-24.

28. PARTICULARS OF EMPLOYEES REMUNERATION

Pursuant to the provisions of Rule 5 of

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing details of personnel drawing remuneration in excess of the prescribed limit under the said rules, are annexed as Annexure C to the Directors' Report. During the year under review, the Company continued to focus on talent conservation and talent development.

29. EMPLOYEE STOCK OPTION SCHEME

Your Company has Employee Stock Option

Plan 2022 under which there are two Schemes namely, Employees Stock Option Scheme A,

2022 and Employees Stock Option Scheme B, 2022 for granting term based and performance-based Stock Options to the Employees of the

Company.

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

Particulars required to be furnished under the Companies (Accounts) Rules, 2014 are as under:

Energy Conservation: a. Steps taken or impact on conservation of energy: During the fiscal year 2023-24, we diligently pursued energy-saving measures across our operational areas, resulting in substantial reductions in energy consumption and corresponding cost savings. Through the implementation of solar systems at various facilities, we have successfully harnessed renewable energy sources, thereby significantly mitigating our environmental impact while concurrently bolstering our financial performance.

At our F-31 Plant, we have leveraged our existing infrastructure by integrating a robust solar system with a total capacity of 324 KW, comprising a 280 KW system and an additional 44 KW system. This initiative has yielded impressive results, with a combined energy savings of 377,561 units.

Similarly, at our C-6 Plant, the installation of a 20 KW solar system has further contributed to our energy conservation endeavours, resulting in savings of 22,657 units.

In aggregate, the energy-saving initiatives undertaken throughout the year have culminated in a total reduction of 400,218 consumption units across our operations. This not only underscores our unwavering commitment to sustainability but also highlights the tangible benefits derived from our renewable energy investments.

Moreover, these savings translate into significant cost efficiencies, fortifying our financial resilience and long-term viability.

b. As we continue to prioritise sustainability and environmental stewardship, we remain steadfast in our pursuit of innovative solutions to minimise our ecological footprint while maximising operational efficiency.

Through continued investment in renewable energy infrastructure and proactive energy management practices, we are confident in our ability to drive sustained value creation for our stakeholders while fostering a more sustainable future for generations to come.

c. Steps taken by the Company for utilising alternate sources of energy: As above.

d. Capital investment on energy conservation equipment: As above-.

Research & Development: a) Rishabh R&D after completing the development of the Direct current

Single phase energy meter in DIN

2U size, successfully completed the development of a three-phase direct current energy meter in DIN

4U size. The development of three phase energy meter will help to fulfil the Domestic and European market requirement for a DIN mounted direct current energy meter. The meter can measure direct current up-to 100A (No need of external Current transformers) with accuracy class B as per EN50470 and Class 1 as per the IEC62053-21. The meter has a 7 segment LCD display, to display the different parameters. The meter supports 2 SO output along with two DI with Modbus communication for remote data monitoring. The meter has been designed to comply with the MID standard, Indian standard and international IEC standards.

b) After the launch of the commercial series of inverters, the need was felt to expand the Rishabh basket of solar products in to the residential inverters segment for the reasons mentioned below:

• To cater to the rising demand of single phase rooftop solar installation backed by government policies, Rishabh decided to develop the robust, cost effective, easy to install series of solar inverters.

The features identified through market research and customer feedback or their suggestions for single phase inverters:

• Single phase inverters are extremely weight sensitive and hence the targeted weight is <11kg.

• The overall targeted dimensions are Width x Height x Depth: 381 x 382 x 166mm.

• The method of cooling adopted will be Natural convection; this ensures the maintenance-free operation of the inverter.

• The targeted design life of the inverter will be greater than 10yrs.

• Wider operating temperature range i.e 25 to 60degC without derating. This makes inverters suitable for installations in all kinds of geographical locations.

• Newer user interface like LED based graphical display and connectivity features like

Bluetooth. The objective is to simplify the user interface, so that even laymen can understand and operate the inverter with ease without any expertise.

• To make the inverter versatile towards adoption of different types of panel technologies that is higher short circuit current and higher open circuit voltages.

Hence, Rishabh inverter will be designed for voltage ratings up to 600V and short circuit current of up to 22A.

Key features like inbuilt zero export function, String current analysis, remote monitoring features like

GSM, Ethernet, Wifi etc will be provided.

c) The success of LM1360 in domestic and international market triggered Rishabh R & D to expand the LM series. The new product was introduced in LM series

LM1340 which was a subset of LM1360 but with high display resolution for measured parameters. The LM1360 has a single digit resolution for measured parameters, but in the case of LM1340 it was increased to two digits after the decimal point. The LM1340 additionally has 2 digital inputs and 2 digital output. Both the digital input can be configured to monitor the digital signal of an external device or can be used to switch the tariff zones of all 6 different types of energy. Along with DI/DO, the LM1340 supports the relay output. The relay output can be configured in one of the different modes available on the meter like Pulse output, Limit switch

(alarm), Timer, Pre-paid cost based energy tripping, remote relay control using MODBUS.

d) Rishabh R&D not only design the product required for higher end market but to support lower end market needs Rishabh R&D completed the development of product Rish Delta

Energy Nx. Nx stand for the next generation product and Rish Delta energy is not only next generation product but also economical to the customer. Rish Delta Energy Nx has a Capacitive touch keys instead of tactile keys. Adding capacitive touch key feature not only gives it a premium look but also gives the soft touch feel along with extended life of the keys. The Rish Delta Energy Nx have 3 line 7 segment LED display with LED for parameter annunciation. The meter has an RS485 communication port for remote monitoring along with the relay output.

e) After getting the Rishabh product success in European and domestic markets, the need was felt to cater to the American market. This year,

Rishabh R&D team got the opportunity to work on ANSI energy meters which are required by the utilities in the US for billing the energy consumption of domestic, commercial and industrial customers. There is a requirement of a Socket type energy meter with a current range ranging up to 200A.

There are two types of socket meters, team is in the process of designing

Form 2S and Form 12S meters. The Form 2S meters support a split phase network or it is also called 1phase 3wire network. The Form 12S meters are required for 3Phase3Wire delta and 1 phase 3 wire network supporting the

Bondel theorem, which is also known as Network in ANSI terminologies. The product study has been completed, now the team is in the process of designing the product.

f) To expand the CT business beyond the European and domestic market, the need was felt to capture the American market, Rishabh R&D has developed 61 new types of American current transformers (i.e Non-ANSI

Rated Window Type 600V Current

Transformers, ANSI Rated Window

Type 600V Current Transformers, ANSI Rated Bushing Type etc). These current transformers comply to ANSI standard ANSI/IEEE C57.13. It has a variety of shapes like SHT, SFT, RL, DRL, RT, RBT, RBL as per application requirements. It also offers MR i.e. multi ranges in a single current transformer.

To cater to the high temperature requirement, UL grade poly-carbonate material is selected. To cover the maximum applications, different mounting options are available, like wall mounting, bushing type mounting and bus bar mounting. 2023-24

g) To expand and capture the global market, Rishabh R&D has developed a compact, cost-effective, reliable, accurate and aesthetically enhanced Annual Report Core Balance Current transformer series suitable for working at high temperatures. To cater to the high temperature requirement, UL grade nylon material is selected. CBCT is designed to detect earth leakage current and transmit a proportional signal to an earth leakage relay. As there is need for tamper proof connections, the CT's are designed in such a way that the terminal cover's can be sealed on site by the user and fulfil the tamper proof requirement. To cover the maximum application, different mounting options are considered while designing the current transformer like DIN mounting, wall mounting, cable tie mounting and bus bar mounting which will help the user while installation of

CT's. Also common Wall mounting clamps for all sizes of CT's. Provision for connectors on either side of CT's which provides flexibility to users.

h) After successful designing of ON-OFF, change over, multi-step, volt-ammeter, isolator, selector, reverse-forward switches the need was felt to design Breaker control switch having three position switch namely Trip, Neutral

& Close switch. It is operated by a spring return mechanism which helps to operate the contact momentarily either trip side or closed. Rishabh R&D

Developed New Breaker control switch Incorporated with newly pistol grip handle for better user ergonomics. BCS

Switch is available with a lock and key feature which helps users to prevent accidental switching / powering of circuits by an unauthorised user. It is designed to compact in size, robust in design which also meets the safety requirements as per ISO 60947 standard. Switch is available with 30,45,60 degrees of handle rotation.

BCS also incorporates with lost motion device(LMD) with different current rating which is available from 16A to 63A. Rish BCS LMD cam switches can be used with the PLC, SCADA which can detect or memorise the previous operation of the BCS switch. Switch can be installed up to 3 mm panel thickness with standard mounting, it can be easily interchangeable. The switch is made entirely of UL-grade nylon plastic, which withstands high temperatures.

i) Photovoltaic power generation plants' voltage levels are continuously increasing to reduce the overall cabling costs and improve the efficiency of power generation systems. To cater to the high voltage requirements needs of photovoltaic plants for maintenance and installation engineers need was felt to design a High-Voltage adapter to equip the existing range of Multimeters and Clamp-meters with the capability to measure the increasingly higher voltages while ensuring the safety of testing personnel. Rish HV2K

High Voltage adapter can support measurements upto 2000V DC in

CAT IV 1000V and CAT III 1500V environments by simply connecting a compatible Multimeter or Clampmeter. The Rishabh 60K multimeter has been upgraded with an HV Probe mode to directly show the actual high-voltage readings while using the Rish HV2K adapter. Other compatible Multimeters and Clampmeters can also be used with the Rish HV2K adapter, but the reading shown will be in 10:1 ratio.

Technology Absorption, Adoption a) Rishabh R&D always tries to absorb and adopt new technologies as per the market requirements. MBUS is the latest example of adopting a new communication protocol required in the European market for DIN energy meters. MBUS is generally the communication protocol used by the utilities in Europe for monitoring the consumption of electricity, gas and water. A common protocol helps to maintain the compatibility between different service providers. The MBUS is actually a two-wire communication protocol based on master slave topology. The MBUS master sends the query to the slave and pulls the required data to a centralised data collection system. The MBUS slaves communication is powered by 30V supplied by the MBUS master on same lines on which data is sent. The Rishabh

R&D studied the protocol, designed the required hardware and software and successfully completed the MBUS implementation.

Foreign Exchange earnings and outgo:

Total foreign exchange earnings and outgo for the financial year were as follows:

31. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not granted any loan, given guarantee or made an investment over and above the limits prescribed under section 186 of the Companies Act, 2013, during the Financial Year under review.

32. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, no applications were made or any proceeding were pending under the Insolvency and Bankruptcy Code,

2016 (31 of 2016).

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

During the year under review, there had been no instances wherein the difference between amount of valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

34. RELATED PARTY TRANSACTIONS

All the related party transactions carried out during the year were carried out at arm's length basis and in ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

All the transactions with related parties were approved by the Audit Committee and the

Board of Directors. The particulars of contracts entered during the year are given in Form AOC-2 enclosed as Annexure D.

35. CORPORATE SOCIAL RESPONSIBILITY (‘'CSR'')

Your Company has a strong commitment towards the society we live in. Your Company has spent amounts in Healthcare, Woman

Empowerment, Animal Welfare and Education as a part of its CSR objects. The Company strives to promote cyber security awareness, promotion of education and community development.

The Company's CSR policy is available on our website at https://rishab.co.in/.

During the year under review, the Company has spent INR 7.18 Million on CSR activities, out of the total amount of INR 3.84 Million as per provisions of the Section 135 of the Companies Act, 2013. The Company continues to remain committed towards undertaking CSR activities for the welfare of the society.

A Report on CSR activities of your Company under the provisions of the Companies Act, 2013 during 2023-24 is given as Annexure E.

36. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board of Directors of your Company are responsible for ensuring that the Internal Financial Controls ("IFC") are laid down in the 2023-24

Company and that such controls are adequate and are operating efficiently and effectively. The

Company's IFC policies are commensurate with its requirements and are operating effectively. Annual Report

The Internal Financial Controls covered the policies and procedures adopted by the

Company for ensuring orderly and efficient conduct of business including adherence to the Company's policies, safeguarding of the assets of the Company, prevention and detection of fraud and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

37. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has a well laid down Vigil Mechanism (Whistle Blower Policy), details of which are given in the Report on Corporate Governance forming a part of this Annual

Report. The Company has also uploaded the said Whistle Blower Policy on its website at https://rishab.co.in/.

38. RISK MANAGEMENT POLICY

The Company has put in place a robust Risk Management Policy which facilitates identification of risks and also mitigation thereof.

The Risk Management Committee is updated on the risks on a six-monthly basis. There are no risks which in the opinion of your directors threaten the existence of the Company.

39. POLICY ON APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration

Committee of the Board has framed a policy for selection and appointment of Directors and senior management personnel, which inter alia includes the criteria for determining qualifications, independence of a Director(s)/ Key managerial personnel and their remuneration. An extract of the policy covering these requirements is provided in the Corporate

Governance Report that forms part of this Annual

Report. The nomination and remuneration policy is available on the website of the Company

(https://rishabh.co.in/).

40. INVESTOR EDUCATION AND PROTECTION FUND:

In accordance with the provisions of Sections

124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit,

Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund

("IEPF"). In terms of the foregoing provisions of the Act, no dividend amount or shares were required to be transferred to the IEPF by the Company during the year ended March 31, 2024.

41. OTHER MATTERS

Your Directors state that during the financial year under review –

i. Neither the Managing Director nor the Whole-time Director of the Company received any remuneration or commission from any of its subsidiaries.

ii. The Company has complied with applicable

Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

iii. No significant or material orders were passed by the Regulators or Courts or

Tribunals which impact the going concern status and the Company's operations in future.

42. ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Companies Act, 2013, the Annual Return for the Financial Year 2023-24 will be uploaded at the website of the Company after filing with the MCA. (https://rishabh.co.in/)

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

The Company has in place an Anti-Sexual Harassment Policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Committee(s) has been set up across all its required locations in India to address complaints received regarding sexual harassment.

There were no complaints reported during

2023-24.

44. MATERIAL CHANGES/EVENTS AFTER BALANCE SHEET DATE

There were no material changes and commitments affecting the financial position during the period since the end of the financial year till the date of this report.

45. ACKNOWLEDGMENTS

Your Board places on record sincere gratitude and appreciation for all the employees. The

Board conveys its appreciation for its customers, vendors, investors, bankers, end users, dealers, distributors, business partners, regulatory bodies and other business constituents during the year under review. We also thank the support received from various government and regulatory authorities.

For and on the behalf of the Board of Directors