2. Business Operations and Outlook

During the current year of operations, your
Company has recorded a consolidated total income
of H 7,958.43 Million compared to previous financial
year’s total income of H 7,348.71 Million.

The consolidated Profit after Tax of the Company
was substantially increased from H 209.73 Million in
the previous financial year to H 822.59 Million in the
current financial year.

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

There has been no material change in the nature of
business during the year under review.

4. The names of Companies which have
become or ceased to be its Subsidiaries,
Joint Ventures or Associate Companies
during the year

There are no Companies which have become or
ceased to be Subsidiary, Joint Venture or Associate
of the Company during the year under review.

5. Dividend

The payment of the Final Dividend of H 2/- per Equity
Share of H 10 each is subject to the approval of the
Members during the 43^rd AGM of your Company. If
approved at the AGM, the Dividend will be paid out
of the profits of your Company for FY 2025-26.

6. Transfer of Profits to Reserves

The Board of Directors has decided to retain
the entire amount of profit for the Financial
Year 2025-26 in the statement of profit and loss.

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. Share Capital

During the year under review, the Company issued
and allotted 23,840 Equity Shares of H 10 each of the
Company, pursuant to the Employee Stock Option
Plan 2022- Scheme B and 1,14,749 Equity Shares
of H 10/- each of the Company, pursuant to the

Employee Stock Option Plan 2022- Scheme A (the
Company issued and allotted in total 1,38,589 Equity
shares under scheme A & scheme B). As a result of
the allotment, the paid-up share capital increased
to H 38,54,60,130 /- comprising 3,85,46,013 Equity
Shares of H 10/- each. The shares so allotted rank pari
passu with existing share capital of the Company.
Apart from the same, there was no other change in
share capital of the Company.

3,84,97,348 (Three Crore Eighty-Four Lakh Ninety-
Seven Thousand Three Hundred Forty-Eight) Equity
Shares of H 10/- each fully paid-up aggregating to H
38,49,73,480/- (Thirty-Eight Crore Forty-Nine Lakh
Seventy-Three Thousand Four Hundred Eighty) of
the Company are listed in Main Board to the stock
exchanges as:

Note: The Company allotted 45,565 Equity shares of
C10/- each on March 23, 2026, under ESOP Plan 2022

- Scheme A, which were listed on NSE and BSE on April
02, 2026. The Company also allotted 3,100 Equity shares
of C10/- each on March 23, 2026, under ESOP Plan 2022

- Scheme B, which were listed on NSE and BSE on April
16, 2026 which are not included in the above-mentioned
Shareholding.

The Company has paid the requisite Annual Listing
Fees to Stock Exchanges for Financial Year 2025-26,
where its securities are listed.

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

9. Material changes and commitments,
if any, affecting the financial position
of the company, having occurred since
the end of the Year and till the date of
the Report

There have been no material changes or
commitments affecting the financial position of the
Company that have occurred between the end of
the financial year to which the financial statements
relate and the date of this Report.

10. Particulars of Loans, Guarantees and
Investments

Particulars of loans, guarantees and investments
covered under Section 186 of the Act, if any, forms
part of notes to the Financial Statements provided
in this Annual Report.

11. 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.

12. Consolidated Financial Statements

Consolidated Financial Statements ("CFS”) of your
Company along with its subsidiaries as at March
31, 2026 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.

13. Investments & Acquisitions

During the year, your Company has not made any
investment or acquisition.

14. Utilization of IPO Proceeds

The proceeds of the IPO are being used for the
purposes for which it was stated to be utilized in
the Prospectus. The unutilized portion thereto has
been invested in bank deposits as per the applicable
rules. The summary of utilization of IPO proceeds as
on March 31, 2026 is stated in Notes to Accounts.

15. Management Discussion and Analysis

The Management Discussion and Analysis
Report for the year under review, as stipulated
under SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 is forming part of
the Annual Report.

16. 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.

17. 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, 2026, the Company was listed among
the top 2,000 listed companies. The Company has
chosen to voluntarily include the BRSR for the
financial year 2025-26 in its Annual Report.

18. Compliance with the Code of Conduct

A declaration signed by the Managing Director
and Group CEO affirming compliance with the
Company’s Code of Conduct by the Directors and
Senior Management Personnel, for the financial
year 2025-26, as required under Schedule V of
the SEBI (LODR) Regulations, forms a part of this
Annual Report.

20. Board Meetings and Annual General
Meeting

The Board of Directors duly met 4 (Four) times
during the financial year from April 01, 2025 to March
31, 2026. The dates on which the meetings were
held are May 27, 2025, August 14, 2025, November
13, 2025 and February 5, 2026. Also, a meeting of
Independent Directors was held on March 17, 2026
as prescribed under Schedule IV of the Companies
Act, 2013 (the "Act”).

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.

The 42^nd Annual General Meeting (AGM) of the
Company was held on July 30, 2025.

21. Directors’ Responsibility Statement

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

a) I n the preparation of the annual accounts for
the year ended March 31, 2026, 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.

22. Declaration by Independent Directors
and Status on Independent Directors’
proficiency test

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 Board reviewed and assessed the veracity of the
aforesaid declarations, as required under Regulation
25(9) of the Listing Regulations. In the opinion of the
Board, all the Independent Directors fulfil the said
conditions as mentioned in Section 149(6) of the Act
and the Listing Regulations and are independent
of the Management. All the Independent Directors
of the Company have complied with the provisions
of sub rule (1) and (2) of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules,
2014 with respect to registration with the Indian
Institute of Corporate Affairs for the Independent
Directors’ Database. There has been no change
in the circumstances affecting their status as
Independent Directors of the Company.

In the opinion of the Board, the Independent
Directors possess the requisite integrity, experience,
expertise and proficiency required to fulfil their
duties as Independent Directors.

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. V. Subramaniam

b. Mr. Rajendra Bagwe

c. Mr. Siddharth Bafna

d. Mrs. Astha Kataria

e. Mr. Lukasz Meissner

23. Performance Evaluation of the Board, its
Committees and Directors

The Board of Directors has carried out an annual
evaluation of its own performance, its Committees
and individual Directors pursuant to the
requirements of Section 134 (3) (p) of the Companies
Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. 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 March 17, 2026, inter alia, to review the
performance of Non-Independent Directors and
the Board as a whole. The Chairperson of the
Independent Director’s Meeting had updated the
other members of the Board about the outcome
of the process.

24. Committees of the Board

Details with respect to the Audit Committee,
the Nomination and Remuneration Committee,
the Stakeholders’ Relationship Committee, Risk
Management Committee and Corporate Social
Responsibility Committee and meetings of the
said Committees held during the year forms part
of the Corporate Governance Report annexed to
this Report.

25. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and Rules made there under,
the Board appointed M/s. KANJ & Co., LLP (LLPIN:
AAM-2628), Practicing Company Secretaries, Pune
as the Secretarial Auditors of the Company. The
Secretarial Auditor’s Report for the year ended March
31, 2026 as required under Section 204 of the Act
and Regulation 24A of the SEBI Listing Regulations
is appended as Annexure B to this Annual Report.

The Secretarial Auditor has observed certain
procedural lapses during the course of its review; the
Management has duly addressed and rectified these
lapses with appropriate corrective actions to ensure
continued compliance and governance standards.

Further, as per Section 204 of the Companies Act,
2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, and SEBI (LODR) read with SEBI (LODR)
(Third Amendment) Regulations, 2024, based on

the recommendation of the Audit Committee, and
the Board, Shareholders appointed M/s. KANJ &
Co., LLP (LLPIN: AAM-2628) Company Secretaries
as the Secretarial Auditors of the Company
for the term of 5 (five) years i.e. from Financial
Year April 1, 2025 to March 31, 2030 at the 42^nd
Annual General Meeting of the Company held on
July 30, 2025.

26. Statutory Auditors

M/s MSKA & Associates, Chartered Accountants
(Firm Registration No. 105047W), were appointed
by the Shareholders at the 39thAnnual General
Meeting held on September 21, 2022 as Statutory
Auditors for a term of five consecutive years to
hold office until conclusion of 44thAnnual 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
43^rd Annual General Meeting does not include the
proposal for seeking shareholders’ approval for
ratification of Statutory Auditors appointment.

27. Audit Observations

Statutory Audit: There is no Audit observation
during the financial year 2025-26 as provided by the
Statutory Auditors. The Statutory Auditors have not
reported any fraud during the financial year 2025-26.

The report of statutory auditors does not contain
any qualification, reservation or adverse remark
or disclaimer and no fraud was reported by the
Statutory Auditor.

Secretarial Audit: There is no Audit observation
during the financial year 2025-26 as provided by the
Secretarial Auditors.

28. 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 the financial year 2025-26.

29. Internal Auditors

The Board appointed M/s. Rajendra P. Shah & Co.,
Chartered Accountants, as the Internal Auditor of
the Company for the Financial Year 2025-26.

30. Particulars of Employees Remuneration

The information relating to remuneration and other
details as required pursuant provisions of Section
197 of the Companies Act, 2013 read with 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.

31. Employee Stock Option Scheme

As a measure of rewarding the employees, your
Company had introduced an Employee Stock Option
Plan (ESOP) during the year 2022. 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
Stock Options to the Employees of the Company.

Your Company had introduced Stock Appreciation
Rights (SAR) Scheme, 2024 during Financial year
2024-25 for the employees of the subsidiaries of
the Company.

The ESOP Plan and Schemes 2022 and the SAR
Scheme 2024 are in compliance with the Securities
and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021, as amended from time to time ("SEBI SBEB
Regulations”)

The certificate from the Secretarial Auditor of the
Company confirming that the aforesaid scheme
has been implemented in accordance with the SEBI
SBEB Regulations along with the resolution passed
by the Members, would be available for inspection
by the Members during the forthcoming AGM of
the Company.

The disclosure as mandated under the SEBI SBEB
Regulations is available on website of the Company
athttps://www.rishabh.co.in.

The relevant details regarding the above schemes
have been disclosed on the website of the Company
athttps://rishabh.co.in/

32. 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:

• Conservation of Energy:

(i) The steps taken or impact on conservation
of energy: During the financial year 2025¬
26, the Company undertook several targeted
initiatives to enhance energy efficiency at the
F-31 Plant. These included the implementation
of automatic AC switch-off systems, motion
sensors, and light unit motion sensors, which
led to optimized usage of electrical equipment
by minimizing wastage. The cumulative impact
of these measures resulted in energy saving
in consumption units, demonstrating the
Company’s proactive approach to reducing
energy consumption through automation and
smart controls.

(ii) The steps taken by the company for utilising
alternate sources of energy: As a significant
step towards sustainable energy use, the
Company has successfully installed a 280 KW
Solar System at the F-31 Plant. This renewable
energy installation contributed to a substantial
saving of 277,496.8 consumption units during
the year, reflecting a strategic shift towards
clean and green energy sources. This initiative
underlines the Company’s commitment to
reducing its carbon footprint and reliance on
conventional power sources.

(iii) The capital investment on energy
conservation equipment: The Company
made strategic capital investments in
energy-saving infrastructure, including the
installation of a 280 KW Solar Power System
and automation-based control devices such as
motion sensors and AC auto switch-off units.
These investments were aimed at long-term
operational efficiency and cost savings through
reduced energy consumption.

Further the Company has undertaken multiple
initiatives aimed at reducing Greenhouse Gas (GHG)
emissions as part of its sustainability and energy
management efforts.

The Company continues to promote energy
conservation through the use of renewable energy
sources, implementation of energy-efficient

technologies, optimization of manufacturing
processes, and installation of LED lighting across its
facilities. The Company also encourages sustainable
supply chain practices, responsible waste
management, and environmental considerations
in product design to reduce emissions across the
product life cycle.

During the year, the Company implemented a
Shop Electrical Shutdown Monitoring System
to strengthen energy management and prevent
unnecessary electricity consumption. Under
this system, all shops are required to switch OFF
electrical loads, including lights, fans, machines,
and other equipment, before depositing shop keys
at the security gate. The system is integrated with
indicators that remain active if any Miniature Circuit
Breaker (MCB) is left ON, ensuring that security
personnel accept the shop key only after complete
electrical shutdown is verified. This initiative has
contributed to energy savings, improved operational
safety, and enhanced control over electrical energy
usage across the facility.

• Research & Development:

a) Rishabh R&D has consistently demonstrated
its versatility by not only developing innovative
products for its own brand but also designing
solutions tailored for global partners. A notable
example is the VAF meter designed for a well
known customer from Turkey, which highlights
the team’s ability to adapt technology to
meet diverse international requirements.
This collaborative effort underscores Rishabh’s
commitment to expanding its global footprint,
strengthening partnerships, and showcasing
engineering excellence across multiple
markets. By delivering high-quality designs
for both in-house and partner brands, Rishabh
R&D positions itself as a trusted contributor to
worldwide energy metering solutions.

b) The DC2111 energy meter is a strategic response
to global energy transition. Its development
is fully justified by market requirements and
exemplifies Rishabh Instruments commitment
to market-driven innovation, ensuring long¬
term competitiveness and sustainability
Product compliant with IEC/EN standards,
Wide Voltage & Current Range, adaptable
across residential, commercial, and industrial
use. loT-Ready Design i.e remote monitoring,
Compact Modular Form Factor simplifies
installation in distributed systems

c) After completing the development of ANSI
2S and 12S meters for the US market, the
main hurdle was securing FCC approval.
For LoRaWAN -based communication, FCC
certification is not just a regulatory formality —
it is the gateway to legitimacy and market entry
in the United States. Without it, devices cannot
operate frequency bands, making compliance
absolutely critical. Achieving this milestone was
particularly challenging due to the stringent
RF performance requirements, exhaustive
interoperability tests, and strict emission limits
imposed by the FCC. The process demanded
repeated design iterations, and meticulous
documentation to prove adherence to every
technical standard. Despite these hurdles, the
Rishabh R&D team successfully completed the
FCC certification. The successful completion of
FCC certification for LoRaWAN communication
has now paved the way for our ANSI meters
to confidently enter the US market, marking
a breakthrough achievement in our global
certification journey.

d) After successfully engineering a complete
series of single phase and three phase inverters,
Rishabh R&D has now advanced to a new
generation of die cast three phase inverters
ranging from 3 kW to 12 kW. With compact
dimensions of 477.4 x 375.3 x 194 mm and a
weight of just 15 kg, this design represents
a substantial reduction made possible by
a thermally conductive die cast enclosure
that ensures superior thermal management.
Beyond its mechanical innovation, the inverter
integrates modern digital features such as
remote firmware updates, remote parameter
settings, and Bluetooth application control,
delivering both reliability and convenience.
This milestone underscores Rishabh R&D’s
capability to combine mechanical design
excellence with advanced connectivity, setting
a new benchmark in inverter technology.

e) To expand the Company’s product portfolio and
strengthen its market presence, the Research
& Development (R&D) team has undertaken
several product development initiatives during
the year.

i. ANSI LV Voltage transformers
(International Market)

Rishabh R&D developed 3 types of LV
voltage transformers as per IEEE C57.13
for American market. These products are
under UL certification.

ii. ANSI LV current transformers (International
Market)

Rishabh R&D developed 7 types of LV
voltage transformers as per IEEE C57.13
for American market. These products are
under UL certification. CTs suitable for
higher temperature class.

These CTs covered higher current ranges
up to 6000Amp primary current.

iii. Resin Cast Current Transformers
(Domestic/International Market) Rishabh
R&D developed 7 types of resin cast current
transformers manufactured by gravity
casting process. This have improved quality
and productivity. Quantity increased 3
times than old process with zero casting
process rejection. Capacity enhanced to
1000 CT per day

iv. Plate Type shunts ( Domestic/International
Market)

Presently we were manufacturing rod type
shunts. Plate type shunt is popular design
in US and USA. We have developed it for
US market

f) Rishabh R&D also designed and developed
the **RISH CW Series Open Loop Current
Transducer (Current Watcher)** based on Hall
Effect sensing technology. The transducer is
capable of measuring AC, DC and pulsating
DC currents at high frequency while providing
complete galvanic isolation between the
primary and secondary circuits. The product
offers high accuracy, low power consumption
and reliable performance for industrial and
power monitoring applications.

• Technology Absorption, Adoption -

The increasing penetration of renewable in to the
main stream national electricity grid has played a
pivotal role in the growing energy demands of the
country, which peaked to nearly 270GW during the
recent heatwave.

However, with the increased penetration of
renewables like solar also possess significant
challenges to the grid management, as the energy
available from solar power plants which peaks
during the same time of the day.

So, the inverters now needed to be smart so that
it automatically adjusts itself to the characteristics
of grid which in turn helps in reducing stress on the
transmission lines and also prevents the abnormal
voltages which are otherwise very common during
the peak generation hours. Regulators like CEA are
also keenly monitoring the situation and are planning
to release the necessary regulatory requirements.

Rishabh being into this inverter business from so
long, understands the exact expectation of the
regulators in ensuring the grid stability. We have
implemented the necessary grid features like Volt-
Var, P-Hz, LVRT, HVRT function in our all ranges of
inverters. This ensure the inverters are ready for the
challenges being posed by the grid

• Foreign Exchange earnings and outgo:

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

33. The details of application made or
any proceeding pending under the
Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the year along
with 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).

34. 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.

35. 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.

Your Company has formulated a policy on related
party transactions and on dealing with related party
transactions (‘RPT Policy’). The Policy is available
on Company’s website and can be accessed through
https://rishabh.co.in/governance-policies

All other contracts / arrangements / transactions
entered into by the Company during the year under
review were in the ordinary course of business and
at arm’s length basis. The Company had not entered
into any contract/ arrangements/ transactions with
related parties which could be considered material in
accordance with the SEBI Listing Regulations or the
Related Party Transactions Policy of the Company
and which is required to be reported in Form AOC-
2. All the transactions with related parties were
approved by the Audit Committee and the Board of
Directors. Particulars of contracts or arrangements
with the related parties as referred to in sub-section
(1) of Section 188 of the Act is forming part of this
Report as Annexure D.

The details of contract/ arrangements/ transactions
entered into by the Company with Related Parties
during the Financial Year under review are set out
in the Notes to the Financial Statements

36. Corporate Social Responsibility
(‘’CSR’’)

Your Company has a strong commitment towards
the society we live in. Your Company has spent
amounts on 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. It has also funded
and participated in projects that support and aid
children with disabilities.

The Company’s CSR policy is available on our website
athttps://rishabh.co.in/qovernance-policies

During the year under review, the Company has
spent 7.53 Million on CSR activities in comparison to
the mandatory requirement of 6.43 million as per the
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
the financial year 2025-26 is given as Annexure E.

37. 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 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. 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.

38. Vigil Mechanism (Whistle Blower Policy)

The Company has a Vigil Mechanism for Directors
and Employees to report their concerns about
unethical behaviour, actual or suspected fraud or
violation of the Company’s Code of Conduct. It also
provides for multiple ways to promptly report any
suspected or potential violation of Rishabh Code
of Conduct. All employees and Directors have
access to the Chairperson of the Audit Committee
in appropriate and exceptional circumstances.

The details of Vigil Mechanism (Whistle Blower
Policy) 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 athttps://rishabh.
co.in/governance-policies

39. Risk Management Policy

The Company has put in place a robust Risk
Management Policy and constituted a Risk
Management Committee as required under Listing
Regulations. The Committee oversees the Risk
Management process including risk identification,
impact assessment, effective implementation of the
mitigation plans, risk reporting and carries out other
related activities as per the Listing Regulations. The
purpose of the Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities
with regard to enterprise risk management.

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. The details on
composition and meetings of the Committee forms
part of the Corporate Governance Report annexed
to this report.

40. 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, positive attributes and
independence of a Director(s)/ Key managerial
personnel and their remuneration. The details
of Nomination and Remuneration Policy of the
Company for Directors, Key Managerial Personnel
(KMP), Senior Management Personnel (SMP) and
other employees along with other related matters
have been provided in the Corporate Governance
Report forming part of this Annual Report. The
nomination and remuneration policy is available on
the website of the Company (https://rishabh.co.in/
governance-policies).

41. Investor Education and Protection Fund:

I n 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, 2026.

42. Adherence to Provisions of the
Maternity Benefit Act, 1961:

Your Company affirms that it has complied with all
applicable provisions of the Maternity Benefit Act,
1961, including the provision of paid maternity leave
and other prescribed benefits to eligible women
employees during the financial year. The Company
remains committed to supporting the health, dignity
and welfare of women in the workplace.

43. Other matters

Your Directors state that during the financial year
under review -

i. the Whole-time Director of the Company has
received remuneration from the subsidiaries
as follows:

a. H 14,000,000 (Rupees Fourteen million)
structured in to 12 monthly equated
salaries in Salary Components;

b. Euro 24,000 (Twenty-Four Thousand Euro)
structured into 12 monthly equated salaries
in salary components at Lumel S.A.;

c. Euro 24,000 (Twenty-Four Thousand
Euro) structured into 12 monthly equated
salaries in salary components at Lumel
Alucast Sp. Z.o.o.

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.

44. 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 2025-26
will be uploaded at the website of the Company
(https://rishabh.co.in/) after filing with the MCA.

45. Credit Rating

During the year, the following credit ratings were
assigned to the Company:

CRISIL BBB /Stable (Upgraded from ‘Crisil BBB/
Stable’) for long term debt facility and CRISIL

A2 (Upgraded from ‘Crisil A3 ’) for short term
debt facility.

46. Reporting of Frauds

During the year under review, the Statutory Auditor,
Cost Auditor and Secretarial Auditor have not
reported any instances of frauds committed in the
Company by its Officers or Employees to the Audit
Committee and / or Board under section 143(12) of
the Act.

47. Disclosure under the Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual
harassment at workplace and has formulated a
Policy on Prevention, Prohibition and Redressal of
Sexual Harassment at the Workplace, in line with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (‘POSH Act’) read with Rules made
thereunder and the Company has duly constituted
Internal Complaints Committee(s) to address the
issues and complaints thereto.

The Policy aims to provide protection to employees
at the workplace and prevent and redress complaints
of sexual harassment and for matters connected or
incidental thereto, with the objective of providing
a safe working environment, where employees feel
secure. 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 the financial
year 2025-26.

48. 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

Sd/-

NARENDRA J. GOLIYA

(DIN:00315870)
EXECUTIVE CHAIRMAN

Place: Nashik
Date: May 18, 2026