Your directors have pleasure in presenting the 42nd Annual Report of the Company, together with the Audited Financial Statements of the Company for the financial year ended March 31,2026 and the Report of the Auditors thereon.

The summary of the financial performance of the Company for the financial year ended March 31,2026, as compared to the previous financial year, is given below:

FINANCIAL RESULTS

OPERATING RESULTS AND THE STATE OF COMPANY'S AFFAIRS

During the financial year under review, the total income of the Company for the year ended March 31,2026 stood at ? 678.49 million, as compared to ? 689.31 million in the previous financial year.

The Company reported an EBITDA of ?13.11 million, as compared to ?49.18 million in the previous financial year.

After accounting for depreciation, finance costs and tax, the Company reported a net loss of ? 66.91 million for the financial year ended March 31,2026, as compared to a net loss of ? 55.85 million in the previous financial year.

FUTURE OUTLOOK

The Company operates an electric vehicle (EV) manufacturing facility at its plant located at Surajpur, Greater Noida, Uttar Pradesh, engaged in the production and supply of electric three-wheelers (E-Autos) primarily for the domestic market.

The Company has developed multiple models of electric three-wheelers and continues to strengthen its brand, "Samrat”, with a view to enhancing its positioning as an Original Equipment Manufacturer (OEM) in the EV segment.

Going forward, the Company remains focused on expanding its presence in the electric mobility sector, particularly in the three-wheeler (L5) category, by improving product offerings, strengthening distribution networks, and enhancing market penetration. The Company also aims to explore strategic opportunities, technological advancements and cost optimization initiatives to improve operational efficiency and competitiveness.

The outlook is subject to various external factors, including regulatory developments, market conditions, technological changes and economic environment, which may impact the Company's performance.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year, i.e., March 31,2026, and the date of this Report.

DIVIDEND

In view of the financial performance of the Company, the Board of Directors has not recommended any dividend for the financial year 2025-26.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary, associate company or joint venture as on March 31,2026.

SHARE CAPITAL

During the financial year under review, there was no change in the share capital of the Company.

The paid-up equity share capital of the Company as at March 31, 2026 stood at ? 597.50 lakhs, comprising 59,75,000 equity shares of ?10/- each, fully paid-up.

TRANSFER TO RESERVES

In view of the loss incurred by the Company during the Financial Year 2025-26, no amount has been transferred to the reserves for the year under review.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company and can be accessed at www.rasandik.com/report.html.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2025-26, four (4) meetings of the Board of Directors and four (4) meetings of the Audit Committee were held.

The details of the meetings of the Board and its Committees, including attendance of the Directors, are provided in the Corporate Governance Report forming part of this Annual Report.

The gap between any two consecutive meetings of the Board did not exceed one hundred and twenty days, as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on February 12, 2026, without the attendance of non-independent Directors and members of the management.

All the Independent Directors were present at the meeting. The Independent Directors, inter alia, reviewed:

i) the performance of non-independent Directors and the Board as a whole;

ii) the performance of the Chairperson of the Company, taking into account the views of executive and nonexecutive Directors; and

iii) the quality, quantity and timeliness of flow of information between the management of the Company and the Board that is necessary for the Board to effectively and reasonably perform its duties.

NUMBER OF MEETINGS OF COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has constituted various Committees in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in line with good corporate governance practices.

The Company has the following Committees of the Board:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility (CSR) Committee

During the financial year under review, the meetings of the aforesaid Committees were duly convened and held in accordance with the applicable provisions of law and within the prescribed timelines.

The details of the composition of the Committees, number of meetings held and attendance of the members are provided in the Corporate Governance Report, which forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNELa) Composition of the Board

During the financial year under review, the Board of Directors of the Company was duly constituted in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on March 31, 2026, the Board comprised four (4) Directors, including:

i) One (1) Executive Director

ii) One (1) Non-Executive Director

iii) Two (2) Non-Executive Independent Directors

The Board has an appropriate mix of Executive and Non-Executive Directors, including Independent Directors, having expertise and experience in their respective fields, ensuring proper governance and oversight.

b) Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Deepika Kapoor (DIN: 00054799), Director, retires by rotation at the ensuing Annual General Meeting ("AGM”) and, being eligible, has offered herself for re-appointment.

The Board of Directors recommends her reappointment. Brief details of the Director seeking reappointment are provided in the Notice convening the AGM.

c) Declaration by Independent Directors

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and SEBI LODR and are independent of the management.

d) Familiarization Programme for Independent Directors

In compliance with Regulation 25(7) of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a familiarization programme for Independent Directors to apprise them about the Company, including its business model, operations, industry, roles, rights and responsibilities.

The details of such familiarization programme are available on the website of the Company.

e) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual performance evaluation of the Board, its committees and individual Directors were carried out during the financial year.

The evaluation was conducted based on criteria such as composition, structure, effectiveness of meetings, governance practices, contribution of Directors and functioning of Committees.

The Independent Directors, at their separate meeting held on February 12, 2026, evaluated the performance of the Non-Independent Directors, the Board as a whole and the Chairperson.

The Board also carried out the evaluation of its own performance, Committees and individual Directors (excluding the Director being evaluated). The performance evaluation was found to be satisfactory.

f) Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company as on March 31, 2026. There were no changes in the Key Managerial Personnel during the financial year under review.

i) Mr. Rajiv Kapoor - Managing Director

ii) Mr. Gautam Bhattacharya - Chief Financial Officer (CFO)

iii) Mr. Pradeep Chandra Nayak - Company Secretary

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, on the recommendation of the Nomination and Remuneration Committee ("NRC”), has framed a Nomination and Remuneration Policy for Directors, Key Managerial Personnel ("KMP”) and Senior Management Personnel.

The Policy lays down the criteria for appointment, qualification, attributes, independence of Directors and remuneration of Directors, KMP and Senior Management Personnel, and also provides for performance evaluation.

The said Policy is annexed to this Report as Annexure IV and is also available on the website of the Company at www.rasandik.com/report.html.

Salient Features of the Policy1. Appointment Criteria and Qualifications

i) The NRC identifies and ascertains the integrity, qualifications, expertise and experience of the person for appointment as Director, KMP or Senior Management Personnel and recommends the same to the Board.

ii) The NRC considers the contribution of the appointee towards the effective functioning of the Board and the Company.

iii) The NRC has the discretion to decide whether the qualifications, expertise and experience possessed by a person are adequate for the position.

2. Remuneration Policya) Managing Director / Whole-time Director

The remuneration, including salary, commission, perquisites and allowances, payable to the Managing Director shall be in accordance with the provisions of the Companies Act, 2013 read

PARTICULARS OF EMPLOYEES

In terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, there were no employees drawing remuneration in excess of the prescribed limits during the financial year 2025-2026.

DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the aforesaid Rules, including the ratio of remuneration of each Director to the median remuneration of employees, forms part of this Report and is annexed as Annexure II.

AUDITORS AND AUDITORS' REPORTa) Statutory Auditors

M/s. V Sankar Aiyar & Co., Chartered Accountants, New Delhi (Firm Registration No. 109208W), were appointed as the Statutory Auditors of the Company at the 38th Annual General Meeting ("AGM”) for a term of five consecutive years, to hold office from the conclusion of the 38th AGM until the conclusion of the 43rd AGM of the Company, in accordance with the provisions of Section 139 of the Companies Act, 2013.

Auditors' Report

The Statutory Auditors' Report on the Financial Statements of the Company for the financial year ended March 31, 2026 does not contain any qualification, reservation, adverse remark or disclaimer.

The notes to the Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Reporting of Fraud under Section 143(12)

During the year under review, the Statutory Auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013, either to the Central Government or to the Audit Committee / Board of Directors of the Company.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Arun Gupta & Associates, Company Secretaries, New Delhi, to conduct the Secretarial Audit of the Company for the financial year 2025-2026.

The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed to this Report as Annexure C. The said Report does not contain any qualification, reservation or adverse remark.

The Board of Directors, at its meeting held on May 23, 2025, appointed M/s. Arun Gupta & Associates, Company Secretaries, as the Secretarial Auditor of the Company for a term of five (5) consecutive years, commencing from April 1, 2025 and ending on March 31, 2030, as per applicable provisions of law. The said appointment was subsequently approved by the shareholders at the Annual General Meeting of the Company.

LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

During the financial year under review, the Company has not granted any loans, provided any guarantees or securities, or made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were in the ordinary course of business and on an arm's length basis, in compliance with the provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company.

Accordingly, the disclosure of Related Party Transactions in Form AOC-2, as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is not applicable.

The details of related party transactions as required under Indian Accounting Standard (Ind AS) 24 - Related Party Disclosures are disclosed in the Notes to the Financial Statements.

All related party transactions were placed before the Audit Committee for prior approval, and thereafter before the Board of Directors, wherever required, in accordance with applicable provisions.

CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable for the financial year 2025-2026, having regard to the prescribed thresholds.

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance forms an integral part of this Annual Report.

The Company is committed to maintaining the highest standards of corporate governance and adhering to the applicable regulatory requirements prescribed by the Securities and Exchange Board of India ("SEBI”).

A certificate from a Practicing Company Secretary / Chartered Accountant confirming compliance with the conditions of Corporate Governance, as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to the Corporate Governance Report.

The Corporate Governance Report is presented in a separate section of this Annual Report and forms part thereof. (Annexure - B)

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the provisions of Regulation 34 read with Schedule V of the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis ("MD&A”) Report forms an integral part of this Annual Report.

The MD&A Report provides a detailed overview of the industry structure and developments, business operations, financial and operational performance, opportunities and threats, risks and concerns, internal control systems and their adequacy, and key developments during the financial year 2025-2026. It also outlines the Company's outlook and strategic initiatives aimed at sustaining growth and enhancing stakeholder value. (Annexure - B)

DEPOSITS

During the financial year 2025-2026, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, there were no deposits outstanding as at March 31, 2026, and no amount of principal or interest was outstanding in respect of deposits as on that date.

INSURANCE

All the properties of the Company, including buildings, plant and machinery, and inventories, are adequately insured against potential risks, as considered appropriate by the management.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS

During the financial year 2025-2026, no significant or material orders were passed by any regulator, court or tribunal which would impact the going concern status of the Company or its future operations.

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The composition of the Audit Committee as on March 31,2026 is as follows:

The Committee comprises a majority of Independent Directors and is chaired by an Independent Director, in compliance with applicable provisions.

During the financial year under review, the meetings of the Audit Committee were duly convened and held. The gap between two consecutive meetings did not exceed the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) the Directors 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 as at March 31, 2026 and of the profit or loss of the Company for the year ended on that date;

(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 Directors have prepared the annual accounts 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 were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism / Whistle Blower Policy for Directors and employees to report genuine concerns, including unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct.

The Policy provides for adequate safeguards against victimisation of persons who avail of the mechanism and also ensures direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

During the financial year under review, no person has been denied access to the Audit Committee. The Vigil Mechanism / Whistle Blower Policy is available on the website of the Company at www.rasandik.com/report. html.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ACT, 2013

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Company has constituted an Internal Complaints Committee ("ICC”) to redress complaints relating to sexual harassment and to ensure a safe and secure working environment for its employees.

During the financial year 2025-2026, no complaints were received from any employee under this policy.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company had constituted a Corporate Social Responsibility Committee ("CSR Committee”). The terms of reference of the CSR Committee are disclosed in the Corporate Governance Report forming part of this Annual Report.

During the financial year under review, the Company did not meet the applicability criteria specified under Section 135(1) of the Companies Act, 2013. Accordingly, the provisions relating to Corporate Social Responsibility, including spending requirements and reporting under Section 135, were not applicable to the Company for the financial year 2025-2026.

In view of the above, the requirement to provide a CSR Report in the prescribed format is not applicable for the year under review.

The CSR Policy of the Company is available on the website of the Company at www.rasandik.com/report.html.

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

The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is provided in Annexure A and forms part of this Report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations.

The Company has appointed Internal Auditors, comprising qualified professionals, to periodically review and evaluate the adequacy and effectiveness of internal financial controls and internal audit systems. Based on

their observations and recommendations, appropriate corrective actions are taken by the management.

The Audit Committee of the Board of Directors regularly reviews the internal audit reports, the adequacy of internal financial controls and their effectiveness. The Committee also monitors the implementation of audit recommendations.

In the opinion of the Board, the Company has adequate internal financial controls with reference to financial statements, and such controls were operating effectively during the financial year under review.

During the financial year under review, the Company has complied with the applicable Secretarial Standards, namely SS-1 (Meetings of the Board of Directors) and SS-2 (General Meetings), issued by the Institute of Company Secretaries of India.

SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with the applicable Secretarial Standards, namely SS-1 (Meetings of the Board of Directors) and SS-2 (General Meetings), issued by the Institute of Company Secretaries of India.

STATUTORY DISCLOSURES

The Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions/events during the financial year under review:

(a) There has been no change in the nature of business of the Company.

(b) In terms of Section 136 of the Companies Act, 2013 read with the applicable MCA Circulars, the Annual Report is being sent to Members through electronic mode, and is also available on the website of the Company.

(c) There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year (March 31, 2026) and the date of this Report.

(d) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

(e) The Company has not issued any shares (including sweat equity shares) to employees under any scheme.

(f) The Company has not provided any stock options under any Employee Stock Option Scheme.

(g) The Company has not made any provision for purchase of its own shares (buy-back).

(h) There was no revision of financial statements or Board's Report during the year.

SIGNIFICANT AND MATERIAL ORDERS

During the financial year 2025-2026, no significant or material orders were passed by any regulator, court or tribunal which would impact the going concern status of the Company or its future operations.

CEO / CFO CERTIFICATION

Pursuant to Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director / Chief Executive Officer and the Chief Financial Officer have issued a certificate confirming the accuracy of the financial statements and the adequacy and effectiveness of internal controls for financial reporting for the financial year ended March 31,2026.

The said certificate forms part of this Annual Report.

LISTING FEES

The Company confirms that it has paid the annual listing fees for the financial year 2025-2026 to BSE Limited, where the equity shares of the Company are listed.

CODE OF CONDUCT

The Board of Directors has adopted a Code of Conduct for Directors and Senior Management Personnel in accordance with Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5.

The Code lays down the standards of ethical conduct, integrity and transparency to be followed by the Directors and Senior Management Personnel in the discharge of their duties. The Company maintains a zero-tolerance approach towards bribery, corruption and unethical practices.p

The Code of Conduct is available on the website of the Company at www.rasandik.com/report.html.

All members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year 2025-2026. A declaration to this effect signed by the Managing Director forms part of this Annual Report.

ACKNOWLEDGEMENTS

The Board of Directors takes this opportunity to express its sincere gratitude to the Company's bankers, employees, shareholders, customers, and suppliers for their unwavering support, trust, and confidence in the management throughout the year.

The Company is especially thankful for the continued cooperation and support extended by its valued customers, including Maruti Suzuki India Ltd., Tata Motors Ltd., CNH, Mahindra, Ashok Leyland, and others.

Your directors look forward to receiving their continued trust, encouragement, and partnership in the years to come.