Your directors have pleasure in presenting their 33^rd Annual Report on the business and operations of the Company
and the accounts for the Financial Year ended 31^st March, 2025.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

(Rs. in Lakhs)

DIVIDEND

To strengthen the cash flow of the Company, no dividend
was considered and recommended for the financial
year under review.

RESERVES AND SURPLUS

As on March 31, 2025, the reserves and surplus has
increased to Rs. 6,211,61 lakhs as compared to
Rs. 4,473.02 lakhs during the last year.

COMPANY'S WORKING DURING THE YEAR

We are thrilled to report that our company has achieved
an outstanding milestone, with our profit doubling
compared to last year. This remarkable accomplishment
is a testament to the hard work, dedication, and
collective efforts of our entire team.

Our revenue has increased significantly, driven by
increased demand for our products and successful
expansion into new markets. The total revenue earned
for the year ended 31^st March, 2025 was Rs. 15,140.91
lakhs as compared to Rs. 14,102.48 lakhs in the
previous year on standalone basis. Operations during
the year have resulted in Earnings before Interest,
Depreciation, Tax & Exceptional Items (EBIDT) of
Rs. 1,376.06 lakhs compared to Rs. 1,275.02 lakhs
in the previous year. Profit after tax during the year
was at Rs. 825.28 Lakhs as compared to the profit of
Rs. 872.50 lakhs incurred in the previous year.

MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE
REPORT

There have been no material changes and commitments
affecting the financial position of the Company which
have occurred between March 31, 2025 and the date
of this Report, other than those disclosed in this Report.
There has been no change in the nature of business of
your Company.

SIGNIFICANT AND MATERIAL ORDERS

There have been no significant and material orders
passed by the Regulators or Courts or Tribunals
impacting the going concern status and the Company's
operations in future.

SUBSIDIARY / JOINT VENTURES / ASSOCIATE
COMPANIES

The Company has no subsidiary or joint venture or
associate company.

FINANCIAL STATEMENTS

The Financial Statements of your Company for the
Financial Year 2024-25 are prepared as per Indian
Accounting Standards (“IND AS”) and in compliance
with applicable provisions of the Companies Act,
2013 read with the Rules issued thereunder and the
provisions of SEBI (Listing Obligations and disclosure
Requirements) Regulations, 2015.

INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Control System,
commensurate with the size, scale and complexity of
its operations. The Internal Auditor appointed by the
Company, conducts an Internal Audit and monitors
and evaluates the efficacy and adequacy of internal
control system, its compliance with operating systems,
accounting procedures and policies of the Company.
Internal Audit Findings and recommendations, areas
for improvement are reviewed by the Audit Committee.
Based on the report of internal auditor; management
undertake corrective action in their respective areas
and thereby strengthen the controls.

AUDIT OBSERVATIONS AND EXPLANATION OR
COMMENT BY THE BOARD

There were no qualifications, reservations or adverse
remarks made either by the Auditors in his Reports or
by the Practicing Company Secretary in their respective
Reports. The observations made by the Auditors read
with the relevant notes on accounts are self-explanatory.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory
auditors nor the secretarial auditor has reported to
the audit committee, under Section 143 (12) of the
Companies Act, 2013, any instances of fraud committed
against the Company by its officers or employees, the
details of which would need to be mentioned in the
Board's Report.

DEPOSITS

During the year under report, the Company has not
accepted deposits from public under Chapter V of the
Act.

AUDITORS

(a) STATUTORY AUDITORS AND THEIR REPORT

At the 31^st Annual General Meeting of the Company
held on 8^th September, 2023, M/s. Shah Mehta
and Bakshi, Chartered Accountants, Vadodara
(FRN: 103824W) were appointed as the Statutory
Auditors of the Company for a term of 5 financial
years commencing from the Financial Year 2023¬
24 to hold office till the conclusion of the 36^th Annual
General Meeting of the Company.

M/s. Shah Mehta and Bakshi, Chartered Accountants
have confirmed that they are eligible and are in
compliance with the provisions specified under
Section 141 (3)(g) of the Act and they are not
disqualified to act as Statutory Auditors in terms of
the provisions of Sections 139 and 141 of the Act and
the Companies (Audit and Auditors) Rules, 2014.

The Report of the Statutory Auditor forming part of
the Annual Report does not contain any qualification,
reservation, adverse remark or disclaimer. The
observations made in the Auditors' Report are self¬
explanatory and therefore do not call for any further
comments.

(b) SECRETARIAL AUDIT REPORT

The Board of Directors has appointed M/s.
Sudhanwa S. Kalamkar & Associates, Practicing
Company Secretary to conduct Secretarial Audit
for the financial year ended 31^st March, 2025. As
required under Section 204 of the Companies Act,
2013, the Secretarial Audit Report is annexed as
Annexure D to this Report. The Secretarial Auditors'
Report is self-explanatory and does not contain any
qualifications or adverse remarks which require any
clarification or explanation.

(c) COST AUDITORS

In terms of Section 148 of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts)
Rules, 2014, it is hereby confirmed that the cost
accounts and records are made and maintained
by the Company as specified by the Central
Government under sub-section (1) of Section 148
of the Companies Act, 2013.

The Board of Directors at its meeting held on
20^th May, 2025 has appointed M/s P K. Chatterjee
& Associates, Cost Accountants (FRN. 101833), as
the Cost Auditors for conducting the Cost Audit for
the Financial Year 2025-26. As required under the
Act, the remuneration payable to the cost auditor
is required to be placed before the members in a
general meeting for their ratification.

The Cost Audit report for the Financial Year ended
31^st March, 2025 after being taken on record by the
Board shall be filed with MCA within the stipulated
time.

SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March,
2025 was Rs. 919.26 Lakhs. There was no change in
the Share Capital of the Company during the financial
year under report.

During the FY 2024-25, your Company has issued
8,00,000 (Eight Lakhs) equity shares of face value
of 10/- each at an issue price of 150/- each payable
in cash, aggregating upto Rs. 12,00,00,000 (Rupees
Twelve Crores). Pursuant to the provisions of SEBI
(ICDR) Regulations, 2018 and terms of issue, the
Warrant holder will be allotted one equity share for
every one warrant subscribed by him if the full warrant
issue price of Rs 150 is paid by him within 18 months

from the date of allotment (i.e. 6^th May 2026) being the
date of issue of warrants.

As on 31^st March, 2025, following two directors are
holding shares of the Company:

Mr. Harshad Patel

Mr. Mahesh Solanki

THE ANNUAL RETURN

As per the provisions of section 92(3) read with section
134(3)(a) of the Act, Annual Return for the Financial
Year ended on 31^st March, 2025, in prescribed Form
No. MGT-7 is available on the website of the Company
at www.rishilaser.com.

CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The information required to be disclosed is set out in
Annexure A

BOARD OF DIRECTORS:

Details of Board of Directors

As on the date of Balance sheet; the Board of Directors
of the Company consisted of Four Directors. As the
Chairman of the Board is in Executive capacity pursuant
to requirements of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, its Board
comprises of 50% of the Independent Directors.

Out of the Four Directors, One Director is categorized
as Promoter - Director, two are Independent Directors
appointed pursuant to provisions of section 149 of the
Companies Act 2013 and One Director is categorized
as Non- Executive Non- Independent Director. As on
the date of Balance sheet; there is no Nominee Director
on the Board of the Company.

No Director of the Company is either member of more
than ten committees and/ or Chairman of more than
five committees across all Companies in which he is
Director and necessary disclosures to this effect has
been received by the Company from all the Directors.

Appointment/Reappointment:

The members of the Company at the 32^nd AGM, have
re-appointed in accordance with provisions of the
Act and SEBI Listing Regulations, Mrs. Sheela Ayyar
(DIN: 06656579) as a Non-Executive Independent
Director on the Board for a second term of 5 years,
effective from 30^th August, 2024 and Mr. Kirti Rathod
(DIN: 00377056) as a Non-Executive Independent
Director on the Board for a period of 5 years effective
from 2^nd August, 2024 to 1^st August, 2029.

Mr. Dinesh Mehta's (DIN: 00509447) second term of 5
years as an Independent Director of the Company came
to an end and he ceased to be a director of the Company
effective from 30^th August, 2024 due to completion of his
tenure as Independent Director. The Board of Directors
extended its deepest gratitude for his services and
contributions during his tenure as Independent Director
of the Company.

In terms of Section 152(6) of the Companies Act, 2013,
Mr. Mahesh Solanki shall retire as a Director by rotation
at the forthcoming Annual General Meeting and being
eligible, has offered himself for re-appointment. As per
the terms of his appointment as a Non-Executive, Non¬
Independent Director, his re-appointment as a Director
on retirement by rotation at the forthcoming Annual
General Meeting, would not constitute break in her term
as a Non-Executive, Non-Independent Director. Your
Directors recommend to members for their approval his
re-appointment as a Director at the forthcoming Annual
General Meeting.

The disclosures required in respect of appointment /
re-appointment of directors pursuant to Regulation 36
of the SEBI Listing Regulations and the Secretarial
Standards ('SS')-2 on General Meetings are given in
the Notice of AGM, forming part of the Annual Report.

During the year under review, the non-executive
directors of the Company had no pecuniary relationship
or transactions with the Company, other than sitting
fees, commission and reimbursement of expenses, if
any.

The information, as required under Regulation 17(7) read
with Schedule II Part A of the SEBI Listing Regulations,
is made available to the Board. The recommendations
of the Committees are placed before the Board for
necessary approvals. All committee recommendations
placed before the Board during the year under review
were unanimously accepted by the Board.

Details of the meetings of the Board of Directors

During the year, five Board Meetings were held i.e. on
27^th May, 2024, 10^th August, 2024, 25^th September, 2024,
11^th November, 2024 and 7^th February, 2025. The gap
between any two consecutive Board meetings during
the year under review did not exceed one hundred and
twenty days. The requisite quorum was present for all
the meetings.

The details of Directors and their attendance record
at Board Meetings held during the year, at last Annual
General Meeting and number of other directorships and
chairmanships/memberships of committees is given
below:

# While considering the memberships/chairmanships only Audit Committee and Stakeholders Relationship
Committee are considered.

Declaration by an Independent Director(s)

All Independent Directors have given declarations that
they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013
and Regulation 16(1)(b) and 25(8) of SEBI (LODR)
Regulations, 2015.

In the opinion of the Board, there has been no change
in the circumstances which may affect their status as
Independent Directors of the Company and the Board
is satisfied of the integrity, expertise, and experience
(including proficiency in terms of Section 150(1) of the
Act and applicable rules thereunder) of all Independent
Directors on the Board.

Further, in terms of Section 150 read with Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, Independent Directors of the
Company have included their names in the data bank
of Independent Directors maintained with the Indian
Institute of Corporate Affairs.

Formal Annual Evaluation

Pursuant to the provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried
out evaluation of its own performance on the annual
basis the Directors individually, as well as the evaluation
of the working of its Audit, Nomination and Remuneration
and other Committees. A structured questionnaire
was prepared after taking into consideration inputs
received from the Directors, covering various aspects
of the Board's functioning such as adequacy of the
composition of the Board and its Committees, Board
culture, execution and performance of specific duties,
obligations and governance.

A separate exercise was carried out to evaluate the
performance of individual Directors including the
Chairman of the Board. The performance evaluation
of the Independent Directors was carried out by the
entire Board. The performance evaluation of the
Chairman was carried out by the Independent Directors
who also reviewed the performance of the Secretarial
Department.

Code of Conduct

The Board has laid down a Code of Conduct for all
Board members and senior management personnel of
the Company, which has been posted on the website of
the Company www.rishilaser.com

All Board members and senior management personnel
have affirmed compliance with the code for the year
ended on 31^st March, 2025. Declaration to this effect
signed by the Managing Director of the Company for
the year ended on 31^st March, 2025 has been included
in this report.

Familiarization Programme for Independent
Directors

The Company conducts familiarization programs for
Independent Directors to enable them to understand
their roles, rights and responsibilities. The Independent
Directors when they are appointed are given a detailed
orientation on the Company, industry, strategy, policies
and Code of Conduct, regulatory matters, business,
financial matters and human resource matters of the
Company.

Details of orientation given to the new and existing
Independent Directors in the areas of strategy/industry
trends, operations & governance, and safety, health and

environment initiatives are available on the website of
the Company at www.rishilaser.com.

KEY MANAGERIAL PERSONNELS (KMP)

As on 31^st March, 2025, Mr. Harshad Patel - Managing
Director, Mr. Ganesh Agrawal - Chief Financial Officer
and Ms. Vandana Patel - Company Secretary and
Compliance Officer, are the Key Managerial Personnels
of your Company.

There were no changes in the Key Managerial
Personnels (KMP) of the Company.

COMMITTEES OF THE BOARD

The Board of Directors has constituted Committees
of the Directors, as mandated by Law, Regulations to
deal with specific areas and activities which require
an independent expert review of subject matter. The
Board Committees are formed with approval of the
Board and function according to Terms of Reference
and statutory provisions mandating such constitution.
These Committees play an important role in the overall
management of day-to-day affairs and governance of
the Company.

The Board currently has the following Committees:

1. Audit Committee

The Company has a Competent Audit Committee
comprising of three Directors out of which two-
third are independent directors. Mrs. Sheela Ayyar,
having sound financial background and financial
expertise is Chairperson of the Committee with
the other members being Mr. Kirti Rathod and Mr.
Harshad Patel. The tenure of Mr. Dinesh Mehta
came to an end on 30^th August, 2024 and Mr. Kirti
Rathod was appointed as Director of the Company
with effect from 2^nd August, 2024. In view of this,
the Board at its meeting held on 25^th September,
2024 has approved and reconstituted the Audit
Committee as above effective from 2^nd August,
2024.

The main functions of the Audit Committee were:

a. Reviewing Financial Statements before
submission to the Board.

b. Reviewing internal control system and
recommending improvement.

c. Recommending appointment of Statutory
Auditors and fixing Audit fees.

d. Discussing with statutory Auditors the scope
of Audit, conducting post audit discussions to
ascertain area of concern.

While reviewing the financial statements the
committee focused on:

1. changes in accounting policies and reasons
thereon.

2. compliance with accounting standards.

3. compliance with listing and other regulations.

4. related party transactions.

The Meetings were attended by all the Members of
the Committee.

During the Financial Year 2024-25, the committee
met on 27^th May, 2024, 10^th August, 2024, 25^th
September, 2024, 11^th November, 2024 and 7^th
February, 2025.

2. Nomination & Remuneration Committee:

The Nomination & Remuneration committee
consists of three non executive Directors, Mrs.
Sheela Ayyar, Mr. Mahesh Solanki and Mr. Kirti
Rathod.

The tenure of Mr. Dinesh Mehta came to an end
on 30^th August, 2024 and Mr. Kirti Rathod was
appointed as Director of the Company with effect
from 2^nd August, 2024. In view of this, the Board
at its meeting held on 25^th September, 2024 has
approved and reconstituted the Audit Committee as
above effective from 2^nd August, 2024.

Mrs. Sheela Ayyar is chairperson of the Committee.
The Nomination & Remuneration Committee framed
a policy for selection and appointment of Directors,
Senior Management and their remuneration. The
same is posted on the website of the Company viz.
www.rishilaser.com. The Committee approves the
remuneration payable to the Managing Director
and senior executives.

The salient features of the said policy are as under:

POLICY FOR APPOINTMENT AND REMOVAL OF
DIRECTOR, KMP AND SENIOR MANAGEMENT

1. Appointment Criteria and Qualification

a) The Committee shall identify and ascertain the
integrity, qualification, expertise and experience
of the person for appointment as Director, KMP
or at Senior Management level and recommend
to the Board his / her appointment.

b) A person should possess adequate
qualification, expertise and experience
for the position he / she is considered for
appointment. The Committee has discretion
to decide whether qualification, expertise and
experience possessed by a person is sufficient
/ satisfactory for the concerned position.

c) The Company shall not appoint or continue
the employment of any person as Whole-time
Director who has attained the age of seventy
years. Provided that the term of the person
holding this position may be extended beyond
the age of seventy years with the approval of
shareholders by passing a special resolution
based on the explanatory statement annexed
to the notice for such motion indicating the
justification for extension of appointment
beyond seventy years.

2. Term / Tenure

a) Managing Director/Whole-time Director: The
Company shall appoint or re-appoint any person
as its Executive Chairman, Managing Director
or Executive Director for a term not exceeding
five years at a time. No re-appointment shall be
made earlier than one year before the expiry of
term.

b) Independent Director: An Independent Director
shall hold office for a term up to five years on
the Board of the Company and will be eligible
for re-appointment on passing of a special
resolution by the Company and disclosure of
such appointment in the Board's report. No
Independent Director shall hold office for more
than two consecutive terms of upto maximum
of 5 years each, but such Independent
Director shall be eligible for appointment after
expiry of three years of ceasing to become
an Independent Director. Provided that an
Independent Director shall not, during the
said period of three years, be appointed in
or be associated with the Company in any
other capacity, either directly or indirectly.
At the time of appointment of Independent
Director it should be ensured that number of
Boards on which such Independent Director
serves is restricted to seven listed companies
as an Independent Director and three listed
companies as an Independent Director in
case such person is serving as a Whole-time
Director of a listed company or such other
number as may be prescribed under the Act.

3. Evaluation

The Committee shall carry out evaluation of
performance of every Director, KMP and Senior
Management Personnel at regular interval (yearly).

4. Removal

Due to reasons for any disqualification mentioned
in the Act or under any other applicable Act,
rules and regulations there under, the Committee

recommends, to the Board with reasons recorded
in writing, removal of a Director, KMP or Senior
Management Personnel subject to the provisions
and compliance of the said Act, rules and
regulations.

5. Retirement

The Director, KMP and Senior Management
Personnel shall retire as per the applicable
provisions of the Act and the prevailing policy of
the Company. The Board will have the discretion
to retain the Director, KMP, Senior Management
Personnel in the same position/remuneration or
otherwise even after attaining the retirement age,
for the benefit of the Company.

POLICY FOR REMUNERATION TO DIRECTORS/

KMP/SENIOR MANAGEMENT PERSONNEL:

1. Remuneration to Whole-time/Executive/Managing
Director, KMP and Senior Management Personnel:
The Remuneration/ Compensation/ Commission
etc. to be paid to Director / Managing Director etc.
is governed by the provisions of the Companies
Act, 2013 and rules made there under or any other
enactment for the time being in force. Appointment
of Mr. Harshad Patel, as the managing director
has already been approved by members vide the
special resolution passed in 31^st Annual General
Meeting held on Friday, 8^th September, 2023.

2. Remuneration to Non-Executive / Independent
Director: The Non-Executive Independent Director
may receive remuneration / compensation /
commission as per the provisions of Companies Act,
2013. The amount of sitting fees shall be subject
to ceiling/ limits as provided under Companies Act,
2013 and rules made there under or any other
enactment for the time being in force.

The terms of reference to the Committee broadly are

as under:

The Board has formed the Nomination and Remuneration
Committee which ensure effective Compliance
of Section 178 of the Companies Act, 2013 and
Regulation 19 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The
main functions of the Committee are as follows:

• Reviewing the overall compensation policy, service
agreements and other employment conditions
of Managing/Whole-time Director(s) and Senior
Management (one level below the Board):

• to help in determining the appropriate size, diversity
and composition of the Board;

• to recommend to the Board appointment/
reappointment and removal of Directors;

• to frame criteria for determining qualifications,
positive attributes and independence of Directors;

• to recommend to the Board remuneration payable
to the Directors (while fixing the remuneration to
Executive Directors the restrictions contained in the
Companies Act, 2013 is to be considered);

• to create an evaluation framework for Independent
Directors and the Board;

• to provide necessary reports to the Chairman
after the evaluation process is completed by the
Directors;

• to assist in developing a succession plan for the
Board;

• to assist the Board in fulfilling responsibilities
entrusted from time-to-time;

• delegation of any of its powers to any Member of
the Committee or the Compliance Officer.

Details of remuneration package of the Managing
Director: (As prescribed by Schedule V of the
Companies Act 2013)

Period : Three years from 01-04-2026

Salary : Rs. 5,00,000/

HRA : Rs. 2,50,000/-

Others : Rs. 1,50,000/-

Besides the above the Managing Director is entitled to
perquisites such as PF, Gratuity and LTA.

Actual remuneration received by the Managing Director
for the year 2024-25:

Mr. Harshad Patel - Rs. 9 Lakhs

Non - Executive Directors are paid Rs. 15,000/- per
Board Meeting attended and Rs. 15,000/- per Audit
Committee Meeting attended.

During the year, two Nomination & Remuneration
Committee Meetings were held on 24^th May, 2024 and
10^th August, 2024.

3. Stakeholders Relationship Committee:

The Committee consists of three Directors, Mr.
Harshad Patel, Mrs. Sheela Ayyar and Mr. Kirti
Rathod. Mrs. Sheela Ayyar is the Chairperson of
the Committee. During the year, One Stakeholders
Relationship Meeting was held on 27^th May, 2024.

The Committee was re-constituted with Mr. Kirti
Rathod, who was appointed as a member of the
Committee in place of Mr. Dinesh Mehta with effect
from 2^nd August, 2024.

The Committee has been constituted to look
into Redressal of Shareholders Complaints
and correspondence with SEBI and the Stock
Exchange. The Committee also takes on record
the requests received for transfer, transmission,
dematerialization, rematerialzation, issue of
duplicate share certificates etc. requests received
from shareholders and hold its Meetings at
such duration as may be required. There are no
complaints pending with the Company.

4. Compensation Committee:

The Company has a Compensation Committee
of Directors comprising of three Directors viz. Mr.
Harshad Patel, Mrs. Sheela Ayyar and Mr. Kirti
Rathod Mehta for implementation of Employee
Stock Option Scheme-2006.

5. Finance Committee:

The Company has a Finance Committee
comprising of three Directors viz. Mr. Harshad Patel,
Mrs. Sheela Ayyar and Mr. Kirti Rathod. for looking
after the matters pertaining to expansion and
finance of the Company.

During the year, one Finance Committee Meeting
was held i.e. 25^th September, 2024.

Independent Directors' Meeting

During the year under review, the Independent Directors
met on 7^th February, 2025 inter alia, to discuss the
evaluation of the performance of all non - independent
directors and the Board of directors as whole. It also
evaluates the timelines of flow of information between
the Management and the Board that is necessary for
the Board to perform its duties effectively.

RISK MANAGEMENT POLICY

The Company has formed a statement indicating
development and implementation of a risk management
policy for the Company including identification therein of
elements of risk, if any, which in the opinion of the Board
may threaten the existence of the company.

VIGIL MECHANISM FOR DIRECTORS AND
EMPLOYEES

The Company formulated Whistle Blower Policy as per
the provisions of SEBI (LODR) Regulations 2015 to
raise any complaint, query and to deal with instance of
fraud and mismanagement, if any.

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted Internal Complaint
Committee (ICC) for all locations to the extent applicable

pursuant to the provisions of The Sexual Harassment
of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. The Company has taken
adequate care and caution in line with the requirements
of the Act. During the year 2024-25, the Company has
not received any sexual harassment complaint.

LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies
Act, 2013 are given in the notes to the Financial
Statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into
during the financial year were on an arm's length basis
and were in the ordinary course of business.

Pursuant to Section 134 read with rule of the Companies
(Accounts) Rules 2014, there are no transactions to be
reported under Section 188(1) of the Companies act,
2013. The related party policy as approved by the Board
is available on the website of the Company.

The disclosure in Form AOC-2 as per the provisions
of Section 188 of the Companies Act, 2013 and rules
made there under is not required since there are no
material contracts or arrangements entered into by
the Company as per the Policy of Materiality framed
forming part of Related Party Transaction policy of the
Company.

Related Party Transactions as required under
Accounting Standards are reported under the notes to
the financial statements.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of
remuneration prescribed in the Rule 5(2) and (3) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

The Statement containing particulars of employees as
required and the ratio of remuneration of Managing
Director to the median employees' remuneration
and other details in terms of Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) and (2) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this
report as Annexure B.

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

Pursuant to the provisions of Section 124 of the
Companies Act, 2013 read with the Investor Education
and Protection Fund Authority (Accounting, Audit,

Transfer and Refund) Rules, 2016 (“the Rules”), there
is no amount due which is required to transfer to IEPF.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year, your Company has complied
with applicable Secretarial Standards issued by Institute
of Company Secretaries of India.

EMPLOYEE STOCK OPTION PLAN- 2006

The information in respect of the Employee Stock
Option Plan- 2006 of the Company is not required as
the Company has not made any changes in the scheme
to make it in line with the provisions of the Companies
Act 2013 and hence no further allotments are made
under ESOP

CORPORATE SOCIAL RESPONSIBILITY POLICY
(CSR)

In accordance with the provisions of Section 135 of
the Companies Act, 2013 and the said Rules, your
Company has adopted CSR policy with the approval
of the Board. It may be accessed on the Company's
website at the www.rishilaser.com.

The Report on CSR activities in terms of the requirements
of Companies (Corporate Social Responsibility Policy)
Rules, 2014 is annexed as Annexure C, which forms
part of this Report. The Company has not constituted
the Corporate Social Responsibility Committee ('CSR
Committee) as per Section 135(9) of the Act, where the
amount of CSR to be spent does not exceed fifty lakh
rupees, the requirement of constitution of Corporate
Social Responsibility shall not be applicable and the
functions of such committee shall be discharged by the
Board of Directors of the Company.

Your Company is committed to CSR and strongly
believes that the business objectives of the Company
must be in congruence with the legitimate development
needs of the society in which it operates.

STATEMENT OF SALIENT FEATURES OF
FINANCIAL STATEMENT

Statement on salient features of Financial Statement in
Form AOC-3 is not required since Entire Annual Report
is being sent to all the Shareholders in the manner
specified by the regulations.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to
in clause (c) of sub-section (3) and sub-section (5) of
Section 134 of the Companies Act, 2013, shall state
that -

(a) in the preparation of the annual accounts, the
applicable accounting standards had been followed
along with proper explanation relating to material
departures;

(b) the directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the company at the end of the financial year and
of the profit of the Company for that period;

(c) the directors had taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the company
and for preventing and detecting fraud and other
irregularities;

(d) the directors had prepared the annual accounts on
a going concern basis; and

(e) the directors, had laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate and
were operating effectively.

(f) the directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis on the
operations of the Company is provided in a separate
section and forms a part of the Annual Report.

CORPORATE GOVERNANCE REPORT

CORPORATE GOVERNANCE REPORT

The Company has availed an exemption for the
financial year 2024-25 on the basis of Paid-Up Capital
and Net Worth as on the last day of preceding financial
year i.e. 31^st March 2024 pursuant to Regulation
15 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended with
regard to compliance of certain Corporate Governance
requirements, submission of Corporate Governance
Report pursuant to Regulation 27 of SEBI (Listing
obligations and Disclosure Requirements) Regulations,
2015 and Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The Company has complied with the mandatory
corporate governance requirements as applicable
under other statutes and laws and certain requirements
have been voluntarily adopted as a good corporate
governance practice.

The inclusion of separate section of Corporate
Governance in the Annual Report is not mandatorily
required for the financial year under review. However,
certain details are provided elsewhere in the report for
the information of stakeholders.

CORPORATE GOVERNANCE CERTIFICATE

As referred in the earlier section of Corporate
Governance Report, since the Company has availed
an exemption under Regulation 15 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, it is not required to attach the Compliance
certificate on Corporate Governance.

DESIGNATED PERSON FOR FURNISHING
INFORMATION AND EXTENDING CO-OPERATION
TO REGISTRAR OF COMPANIES (ROC) IN RESPECT
OF BENEFICIAL INTEREST IN SHARES OF THE
COMPANY

The Company Secretary & Compliance Officer of the
Company is the designated person responsible for
furnishing information and extending cooperation to the
ROC in respect of beneficial interest in the Company's
shares.

ACKNOWLEDGEMENTS

The Board of Directors would like to express their
sincere gratitude to our dedicated employees, whose
hard work and commitment have been instrumental in
achieving our goals, our customers, for their continued
trust and support, our suppliers and partners, for their
collaboration and cooperation, our auditors and legal
advisors, for their professional services and guidance
and the government and regulatory authorities, for their
support and assistance.

We appreciate the support and guidance provided by
our stakeholders, and look forward to continuing our
successful journey together.

By Order of the Board
Mr. Hashad Patel

Place: Mumbai Managing Director

Date: 8^th August, 2025 DIN: 00164228