Rashi Peripherals Ltd

RASHI PERIPHERALS LIMITED

(Formerly known as Rashi Peripherals Private Limited)

The Directors have pleasure in presenting the Thirty-Fifth Annual Report (First Annual Report after listing) together with the Audited Financial Statements of the Company for the financial year ended on March 31, 2024.

FINANCIAL RESULTS:

The summary of financial performance of the Company for the year under review is given below:

( in million)

Standalone Performance

Revenue from operations for the financial year ended March 31, 2024 was 1,07,309.95 million ( 92,622.51 million in FY 2022-23), an increase of 15.86% over the previous year.

The Company has made a profit after tax of 1,333.88 million for the financial year ended March 31, 2024 ( 1,230.72 million in the FY 2022-23), an increase of 8.38% over the previous year.

Consolidated Performance

Revenue from operations for the financial year ended March 31, 2024 was 1,10,946.98 million ( 94,542.79 million in FY 2022-23), an increase of 17.35% over the previous year. The Company has made a profitafter tax of 1,438.58 million ( 1,233.43 million in FY 2022-23), an increase of 16.63% over the previous year.

TRANSFER TO GENERAL RESERVES

During the financial year under review, 1,000 million has been transferred to General reserves of the Company.

DIVIDEND

The Board of Directors are pleased to recommend a final dividend of 1/- (Rupee One only) per share (i.e. 20%) for financial year 2023-24. The above dividend will absorb 65.8997 million, if approved at the ensuing Annual General Meeting (AGM) of the Company.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Company's website at www.rptechindia.com/investor.

(NSE)

During the financial year ended March 31, 2024, the Company, has raised 1,500 million by issue of 48,23,151 equity shares on private placement basis and has successfully completed Initial Public Offer ("IPO" "Issue") comprising of fresh issue of 1,92,92,604 Equity Shares aggregating to 6,000 million and pursuant to the IPO, the shares of the Company were listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on February 14, 2024.

The Company's IPO received an overwhelming response and was oversubscribed by 59.71 times, reflecting an investor participation for the issue. The IPO witnessed strong participation from leading domestic and global institutional investors, NRIs, HNIs and retail investors, which the Board acknowledges with gratitude. The Board also expresses their appreciation for the support received from Regulatory Authorities, BRLMs, Stock Exchanges, Depositories, Legal Counsels, Consultants, Auditors, and the Employees of the Company, contributing to the resounding success of its maiden IPO. The market capitalization of the Company has marked its presence under the list of Top 1000 Companies. As per the market capitalization list released by BSE and NSE, the ranking of your Company stood at 946 and 930, respectively, as on March 31, 2024.

SHARE CAPITAL

The Company has raised 1,500 million by issue of 48,23,151 Equity Shares on private placement basis and 6,000 million by issue of 1,92,92,604 Equity Shares pursuant to the Initial Public Offering in the month of February 2024.

The issued and subscribed share capital of your Company stands increased to 6,58,99,665 Equity Shares of face value of 5/- each as on March 31, 2024 post allotment of Equity Shares as aforesaid.

EMPLOYEE STOCK OPTIONS

The Company has formulated Rashi Peripherals Employee Stock Option Scheme, 2022.

In terms of Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, (SBEB), the disclosures with respect to the ESOP Scheme have been provided on the website of the Company at www.rptechindia.com/ investor.

The certificate from Chokshi & Co. Practicing Company Secretaries confirming implementation of the ESOP Scheme in accordance with the SBEB and shareholders resolutions will be available for inspection of the shareholders at the ensuing Annual

General Meeting (AGM).

Rashi Peripherals Employees Stock Option Scheme, 2022 ("ESOP Scheme 2022") was duly approved by the Members vide their Special Resolution dated September 23, 2022 and further modification was approved vide Special Resolution dated September 29, 2023. In terms of the provisions of the Companies Act, 2013 and the relevant provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the management intends to modify the clause pertaining to Eligibility for Grant of Options which has been approved by the Board of Directors at its meeting held on August 9, 2024, subject to approval of the shareholders of the Company at the ensuing Annual General Meeting for which resolution is proposed in the Notice of the 35th Annual General Meeting.

CREDIT RATING

During the year, CRISIL a Credit Rating Agency has, assigned its ratings on the bank facilities of the Company, the details of which are as follows:

OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year dated March 31, 2024 and the date of the report.

PERSONNEL

The Board has laid down Code of Conduct for the Company's Board of Directors and the Senior Management as per Regulation 17(5) of the Listing Regulations, which is available on Company's website at https://www. rptechindia.com/media/fileupload/Code_of_Conduct_ for_Board_of_Directors_and_Senior_Management_ Personnel.pdf

Appointment and Cessation of Directors:

The details of changes in the directorships during the financial year 2023-24 is given below:

Mr. Prasad Mamidanna (DIN: 01726990) ceased to be Non-Executive Independent Director of the Company w.e.f. February 29, 2024. The Board recorded the sincere appreciation of valuable services rendered by Mr. Prasad Mamidanna, during auditor his tenure as Independent Director of Company. M/s Ragini Dr. Anil Khandelwal (DIN: 00005619) has been appointed as an Independent Director on the Board of the Company, not liable to retire by rotation, for a period of five years w.e.f. May 24, 2024 to May 23, 2029, the said appointment was approved by members of the Company by Special Resolution through Postal Ballot on August 3, 2024.

In accordance with Section 152 of Companies Act, 2013, Mr. Krishna Kumar Choudhary (DIN: 00215919), Chairman and Whole-time Director of the Company, retires at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment along with other required details which forms part of the Notice of the ensuing 35th AGM.

Key Managerial Personnel (‘KMP'):

In terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013 ("the Act"), the following are the KMPs of the Company:

Declarations from Independent Directors

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 ("the Act") along with Rules framed thereunder and Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as Independent Directors of the Company.

In terms of Regulation 25(8) of SEBI Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

The Board of Directors are of the opinion that the

Independent Directors of the Company possess requisite qualification, knowledge, acumen, expertise and experience (including the proficiency) in their respective fields and that they hold high standards of integrity. All Independent Directors of the Company have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs in terms of the provisions of the Companies (Appointment and Qualification Directors) Rules, 2014.

Directors

Details of Familiarization Programmes for the Independent Directors are provided separately in the Corporate Governance Report which forms part of this Annual Report. Further, at the time of the appointment of an Independent Director, the

Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on the Company's website at www.rptechindia.com/investor.

Directors

During the financial year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than being in receipt of sitting fees for the purpose of attending meetings of the Board/ Committees of Board of the Company.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

9 (Nine) meetings of the Board of Directors were held during the year. Details of the Meetings of the Board are referred in the Corporate Governance Report, which forms part of this Annual Report.

COMMITTEE(S) OF BOARD

Pursuant to various requirements under the Act and the SEBI Listing Regulations, the Board of Directors has constituted/reconstituted (whenever necessitated) various committees such as Audit Committee, Nomination and Remuneration Committee, Stakeholders' ofRelationship Committee, Corporate Social Responsibility Committee, Risk Management Committee. The details of composition, terms of reference, number of meetings held during the year, attendance thereat and other details pertaining to these committees are mentioned in the Corporate Governance Report.

AUDIT COMMITTEE

As required under Section 177(8) of the Act, the details pertaining to the composition, terms of reference and number of meetings of the Audit Committee are included in the Report on Corporate Governance, which forms part of this Annual Report.

During the year under review, all recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company.

VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. It is committed to conducting its business in accordance with the highest standards of professionalism and ethical conduct in line with the best governance practices. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

The Company has a Whistle Blower Policy in Compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the SEBI Listing Regulations. A Vigil Policy and Whistle Blower Mechanism formulated by the Company provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail the mechanism and also provide for direct access to the Managing Director/ Chairman of the Audit Committee in exceptional cases. The policy is placed on website of the Company at https:// www.rptechindia.com/media/fileupload/Vigil_Policy_ and_Whistle_Blower_Mechanism.pdf

During the year under review, the Company has not received any complaints under the Policy.

It is affirmedthat no personnel has been denied access to the Audit Committee.

REMUNERATION POLICY

The Company has a well-defined Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees. This Policy is available on the website of the Company and can be accessed in the Corporate Governance section at https://www.rptechindia.com/ media/fileupload/Remuneration_Policy_of_Directors_ KMPs_and_other_Employees.pdf. There has been no change in the policy since the last fiscal year.

We affirm that the remuneration paid to the directors is as per the terms laid out in the remuneration policy of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures;

(ii) 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 of the

Company for that period;

(iii) they have taken proper and sufficient 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) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal and statutory auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24.

The Company strives to remain vigilant on the evolving cyber security threat to the Company's IT Systems. Further, Internal Audit monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations.

Periodical reports on the controls in the place and suggested corrective action, wherever required, are also presented to the Audit Committee.

ASSOCIATES

As on March 31, 2024 the Company has 2 subsidiaries:

The names and the details of business carried on by the Subsidiaries of the Company are as follows:

1) Z-Net Technologies Private Limited: The Indian

Subsidiary Company Z-Net Technologies Private Limited is engaged in the business of cloud services offering cloud infrastructure and managed services.

2) Rashi Peripherals Pte. Ltd. : The Foreign Subsidiary based at Singapore Rashi Peripherals Pte. Ltd. is engaged in Distribution of Information & Communication Technology Products.

A Statement in Form AOC-1 containing the salient features of the financial statements of the Subsidiary companies, Z-Net Technologies Private Limited and Rashi Peripherals Pte. Ltd. Singapore are attached in Annexure I

The Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2024, consisting of operations of the Company and its Subsidiaries Z-Net Technologies Private Limited & Rashi Peripherals Pte. Ltd. have been attached with Annual Report.

As per the provisions of Section 136(2) of the Companies Act, 2013 the Company will send a copy of Audited Financial Statements of its Subsidiary companies i.e. Z-Net Technologies Private Limited & Rashi Peripherals Pte. Ltd. for the financial year ended March 31, 2024 to any Member of the Company on being asked for the same.

FOREIGN BRANCH OFFICE

The company has Branch office at Singapore. The branch was fully operational during the year with satisfactory performance.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 Annual Return of the Company as at March 31, 2024 is uploaded on the website of the Company at www.rptechindia.com/ investor.

STATUTORY AUDITORS

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Pipara & Co. LLP., Chartered Accountants (ICAI Registration No.: 107929W), were appointed as Joint Statutory Auditors of the Company for a second term of five years from financial year 2022-23 till financial year 2026-27 i.e till the conclusion of 38th AGM and M/s. Deloitte Haskins & Sells LLP., Chartered Accountants (ICAI Registration No.: 104607W) was appointed as Joint Statutory Auditors of the Company for first term of five years from financial year 2021-2022 till financial year 2025-26 i.e. till the conclusion of 37th AGM .

The Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Statutory Auditors and Joint Statutory Auditors . oftheCompanyforthefinancial year 2024-25

AUDITORS REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Pipara & Co LLP, Chartered Accountants, and M/s. Deloitte Haskins & Sells LLP, Chartered Accountants as Joint Statutory Auditors of the Company, in their Audit report for the financial year ended March 31, 2024 and therefore no comments are required from the Directors in this Report.

REPORTING OF FRAUD BY AUDITORS

During the financial year under review, the Statutory

Auditors of the Company have not reported any instances of fraud committed against the Company under the second proviso of Section 143(12) of the Act.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s Ragini Chokshi & Co., Practising Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records of the Company for the financial year 2023-24. The Secretarial Auditor's Report is annexed as Annexure II.

The said Secretarial Auditor's report does not contain any qualifications, reservations, adverse remarks or disclaimers.

INTERNAL AUDITORS

The Company has appointed GMJ & Co., Chartered Accountant as its internal auditors to evaluate the efficacy and adequacy of internal control systems, compliances with operating systems, accounting procedures and policies. The Internal Auditors submit quarterly reports on the same.

SECRETARIAL STANDARDS

The company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

COST RECORDS AND COST AUDIT

Maintenance of Cost Records and requirement of Cost Audit as prescribed under Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

AND OUTGO

Information on Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is as under:

a. Conservation of energy:

During the year under review, the Company worked on various eco-sustainability and reduce its carbon footprint. It implemented the best practices to improve its operations, reduce its environmental impact, and enable a safe return to work (RTO).

(i) the steps taken or impact on conservation of energy: During the year, the Company continued to make efforts to prevent wasteful electrical consumption.

(ii) the steps taken by the company for utilising alternate sources of energy: The Company has successfully started 1.5 MW solar power plant as an alternate and natural source of energy.

(iii) the capital investment on energy conservation equipments: None

b. Technology Absorption:

(i) Efforts made towards technology absorption during the year under review: Your Company continues to use the latest technologies to improve the quality of services it offers. Digitalisation and adoption of cloud technology, virtualisation and mobility resulted in better operational efficiencies. measures to promote

(ii) Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.: These initiatives resulted in the rollout of industry-leading solutions across various functions, ensuring a seamless integration of digital technologies to drive innovation and productivity.

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year): Not Applicable.

(iv) Expenditure incurred on Research and Development: NIL c. Foreign exchange earnings and Outgo:

During the year under review, Foreign Exchange Inflow and

( in Million)

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure III.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Board's Report. Further, in terms of Section 136 of the Act, the Annual Report and the Audited Financial Statements are being sent to the Members and others entitled thereto, excluding the aforesaid statement. The said statement is available for inspection electronically by the Members of the Company during business hours on working days up to the date of the ensuing 35th AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary at investors@rptechindia.com.

DEPOSITS FROM PUBLIC

The Company has not accepted any amount falling within the purview of provisions of Sections 73 and 74 of the Companies Act 2013 (‘the Act') read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with

Chapter V of the Act is not applicable.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITIES

There are no significant any regulator or judicial authorities that would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013.

RISK MANAGEMENT

The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business.

The Company has also set up a Risk Management Committee to monitor the existing risks as well as to formulate strategies towards identifying new and emergent risks. The Risk Management Committee identifies the key risks for the Company, develops and implements the risk mitigation plan, reviews and monitors the risks and corresponding mitigation plans on a regular basis. The Company has also formulated and implemented a Risk Management Policy which is approved by the Board of Directors in accordance with

Listing Regulations. The Policy is available on the Website of the Company at https://www.rptechindia.com/media/ fileupload/Risk_Management_Policy.pdf. or material orders passed by

CORPORATE SOCIAL RESPONSIBILITY

The Company has always been committed to sustainable development, pursuing a corporate social responsibility ("CSR") strategy. The Corporate Social Responsibility

(CSR) Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at www.rptechindia.com/investor. The Company has identified all the CSR activities permitted as per Schedule VII to the Act, which have been specified in CSR policy of the Company. The Total Expenditure required to be incurred by the Company for the financial Year along with details as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 have been given in Annexure IV.

RELATED PARTY TRANSACTIONS

All transactions entered with related parties during the year under review were on arm's length basis and ordinary course of business and not material in nature in terms of Section 188 of the Act and thus a disclosure pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board's own performance, Board's committees and individual directors was carried out pursuant to the provisions of the Act in the following manner:

OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing and promoting a safe and healthy work environment for all its employees.

The Company has complied with provisions relating to under this policy. During the financial year under review no cases were reported under this policy.

The Company has not received any complaint of sexual harassment during the financial year 2023-24.

LISTING FEES

In terms of Regulation 14 of the Listing Regulations, the listing fees on the date of listing i.e. 14th February, 2024 and for the FY 2024-25 has been paid to BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price

Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website. The web link is https://www.rptechindia.com/media/fileupload/Code_ of_Internal_Procedures_and_Conduct_for_Regulating_ Monitoring_and_Reporting_of_Trading_by_Insiders.pdf.

CORPORATE GOVERNANCE REPORT

The Company has complied with the requirements specified in Regulations 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations.

The Company has obtained a certificate from M/s Parikh & Associates, Practicing Company Secretaries on compliance with Corporate Governance norms under the SEBI (LODR) Regulations, 2015 and the Chief Executive Officer (CEO) certification as required (LODR) Regulation, 2015 is appended to the Corporate Governance Report.

As per SEBI Listing Regulations, the Corporate Governance Report with Certificates thereon and the Management Discussion and Analysis Report, forms part of this Annual Report.

REPORT

Pursuant to Regulation 34 of Listing Regulations, 2015, the Management Discussion and Analysis Report is attached hereto and forms part of this Annual Report .

REPORT

As required under Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and

Sustainability Report, describing the initiatives taken by the Company from an environmental, social and governance perspective in the specified format, forms part of this Annual Report.

INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no proceedings pending under the Insolvency and Bankruptcy Code, 2016 and that there is no instance of onetime settlement with any Bank or Financial Institution, during the year under review.

WEB ADDRESS

The web address of the Company is www.rptechindia. com

REASONS THEREOF

There was no such transaction during the FY 2023-24.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, financial institutions, vendors, dealers, regulatory bodies and other business constituents during the financial year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the financial year. Our resilience to meet challenges was made possible by the SEBI their hard work, solidarity, co-operation and support. We thank the Government of India and the State Governments where we have operations and other regulatory authorities and government agencies for their support and look forward to their continued support in the future.