Your Directors present the Company's Seventeenth Annual Report and Company's audited financial Statement
for the financial year ended March 31, 2026.

1. Financial Performance

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with
the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") and the provisions of the Companies Act, 2013 ("Act").

The financial performance of the Company based on Audited Financial Statements for the financial year
2025-26 is summarized below:

2. Operational Highlights and State of
Company's affairs:

During the financial year 2025-26, the Company
recorded a significant increase in its Standalone
Operational Revenue, which stood at f 1627.94
Crores, as compared to f 1072.06 Crores in the
previous financial year. This growth reflects the
strong operational performance and effective
execution of strategic initiatives and reflecting
notable growth of 51.85 %.

The Standalone Profit after Tax for the reporting
year also demonstrated substantial improvement,
rising to f 137.53 Crores from f 86.87 Crores in the
previous year, indicating enhanced operational
efficiency and profitability and reflecting notable
growth of 58.32 %.

The Consolidated Profit after Tax for the

reporting year also demonstrated substantial
improvement, rising to f 143.20 Crores from
f 96.63 Crores in the previous year, indicating

enhanced operational efficiency and profitability
and reflecting notable growth of 48.19 %.

Dividend

The Board of Directors, at its meeting held on April
23, 2026, has recommended a Final Dividend
of 10% i.e. ?1/- (Rupee One only) per equity
share of face value ?10/- (Rupees Ten only) each,
for the financial year ended on March 31, 2026,
out of reserves.

The recommended dividend amounts to a total
payout of '1,80,07,392/- on 1,80,07,392 equity
shares, and is subject to approval of the members
at the ensuing Annual General Meeting (AGM). The
dividend, upon approval, will be paid in compliance
with applicable provisions and shall be subject to
deduction of tax at source in accordance with
the provisions of the Income-tax Act, 1961.

The Company has adopted a policy on Dividend
Distribution as required under the Regulation 43A
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing
Regulations"). The dividend recommended is
in accordance with the Company's Dividend
Distribution Policy. Pursuant to the policy, the
Company can pay Dividend in the range of 1% to
50% of the annual standalone Profit after Tax.

The Dividend Distribution Policy of the Company
can be accessed athttps://www.rajeshpower.
com/img/Dividend-Distribution-Policy.pdf

3. Transfer to Reserves

Your Company has transferred '137.53 Crore
amount to General Reserve under the head
Reserves & Surplus for the financial year ended on
March 31, 2026.

4. Credit Rating

During the financial year, the credit facilities of
the Company were reviewed by CRISIL Ratings
Limited ("CRISIL"). The credit ratings assigned
to the Company vide its letter dated 12.08.2025
are as follows:

• Long-Term Rating : Crisil A- / Stable
(Upgraded from 'Crisil BBB / Positive')

• Short-Term Rating : Crisil A2 (Upgraded
from 'Crisil A2')

TheseratingsreflecttheCompany'sstrong financial
discipline, improving business fundamentals, and
prudent risk management practices.

5. Change in Nature of Business:

There has been no change in the nature of
business carried on by the company. The Company

continued to be in the business of Engineering,
Procurement and Construction (EPC) Contracts,
Supply of Cables and Electrical Accessories.

6. Material Changes and Commitments
affecting Financial Position of Your
Company

There have been no material changes and
commitments which have occurred between the
end of the financial year to which the financial
statements relate and the date of this Report,
affecting the financial position of the company.
Hence no further disclosures are made pursuant
to Section 134(3)(l) of the Companies Act, 2013.

7. Subsidiary, Joint Venture and Associate
Companies

Duringtheyearunderreview,M/sHKRPInnovations
Limited continued to be an Associate Company
of Rajesh Power Services Limited, wherein the
Company holds a 25.48% equity shares.

M/s HKRP Innovations Limited underwent a
change in its legal structure and it was converted
into a Public Limited Company from a Limited
Liability Partnership (LLP) with effect from July
20, 2024. The Company was Partner in M/s HKRP
Innovations LLP since its incorporation.

The Company entered into a Joint Venture
arrangement under the name M/s RPSL and VITS
JV, effective September 02, 2025.

Rajesh Power Projects Private Limited - 100 %
Wholly owned Subsidiary company of Rajesh
Power Services Limited with effect from
February 28,2026

Statement containing salient features of financial
statements of said Associate Company in terms of
provisions of Section 129(3) of the Companies Act,
2013 in the prescribed Form AOC-1 is annexed to
the Board Report as Annexure - A.

8. Consolidated Financial Statements

Your directors have pleasure in attaching the
Audited Consolidated Financial Statements for
the year under review pursuant to Companies
Act, 2013 read with SEBI (LODR) Regulations.
The Consolidated Financial Statements
presented by your Company have been
prepared as per Indian Accounting Standards.
The Financial statements of the Company
have been consolidated with the Financial
Statements of its Associate Company i.e M/s
HKRP Innovations Limited, M/s RPSL and VITS JV
and Rajesh Power Projects Private Limited.

9. Directors and Key Management Personnel
and relevant disclosures:> Composition of Board: -

As on March 31, 2026, your Board consists of
7 Directors comprising of (i) four Executive
Directors and (ii) three Independent Directors.
The Board of the Company is compliant with
provisions of Companies Act 2013 and SEBI
(LODR) Regulations 2015.

> Appointment and cession of Directors
during the year:

There is no any appointment, resignation of
Directors and/ or Key Managerial personnel
of the Company during the year under review.

> Key Managerial Personnel (KMP)

> Declaration by Independent Directors

The Company has received declaration from
the Independent Directors confirming that
they meet the criteria of independence as

prescribed under the Companies Act 2013
and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("the Listing
Regulations"). The terms of appointment of
Independent Directors are in compliance
with the Code of Conduct prescribed under
Schedule IV of the Act and the Code of
Business Conduct adopted by the Company.
(Policy link :https://www.rajeshpower.com/
img/Terms-&-condition-for-appointment-of-
Independent-director.pdf

> Statement pursuant to Rule 8(5) of
Companies (Accounts) Rules 2014

Pursuant to provisions of Rule 8(5) of
Companies (Accounts) Rules 2014, The Board
is of the opinion that

(i) Mr. Sujit Gulati and Mr. Viral Ranpura,
being the Independent Directors
appointed during the year are exempted
from appearing in the proficiency exam.

(ii) Mrs. Pankti Shah, being the Independent
Director has passed the online proficiency
self assessment test as conducted by the
notified institute.

(iii) Mr. Sujit Gulati, Mrs. Pankti Shah and
Mr. Viral Ranpura, being the Independent
Directors are experienced, have expertise
and are the persons of integrity.

10. Board and Committee Composition and their Meetings:> Board Meeting and Composition:

The Board of Directors held Five (5) meetings during the financial year 2025-26 in compliance with
the provisions of the Companies Act, 2013 and rules made thereunder. The prescribed quorum was
present during all the meetings and Directors of the Company actively participated in the meetings and
contributed valuable inputs on all the agenda items of the Board Meeting. The details of Board Meeting
and records of presence during the meeting are as under:

MD - Managing Director, WTD - Whole Time Director ED - Executive Director,

CEO - Chief Executive Officer, CFO - Chief Financial Officer, NED- Non- Executive Director

• Meeting of Independent Directors:

During the year under review, three Independent Directors duly met on 20^th March 2026 and reviewed
the performance of Non-Independent Directors and the Board as a whole taking into account the views
of the other Directors.

11. Committees of Board

The Company has formed following Committees of the Board in compliance with provisions of Companies
Act 2013. In order to adhere to the best corporate governance practices, to effectively discharge its functions
and responsibilities and in compliance with the requirements of applicable laws, your Board has constituted
following Committees w.e.f. July 26,2024:

12. Policy on Directors' Appointment and
Remuneration Including Criteria for
Determining Qualifications, Positive
Attributes and Independence of a Director:

Pursuant to provisions of section 178 read with
134(3)(e) of Companies Act 2013, The Nomination
and Remuneration Committee (NRC) has approved
the criteria and process for identification/
appointment of Directors which are as under:

Your Company's policy on remuneration for
the Directors', Key Managerial Personnel and
other employees is placed on website of the
Company athttps://www.rajeshpower.
com/img/Nomination-and-remunaration-
policy.pdf on This Policy is directed towards
establishing reasonable and sufficient level of
remuneration to attract, retain and motivate
Directors & employees of the quality required to
run the Company successfully. This Policy is in
consonance with existing industry practice. There
has been no change in the said Policy during the
year under review.

Your Company's policy on Directors' appointment
including criteria for determining qualifications,
positive attributes, independence of a director
is placed on the website of the Company
at https://www.rajeshpower.com/img/

Terms-&-condition-for-appointment-of-
Independent-director.pdf This Policy sets out

the guiding principles for the Nomination and
Remuneration Committee to identify persons
who are eligible to be appointed as Directors and
to determine the independence of a candidate at
the time of considering his/her appointment as an
Independent Director of the Company.

The proposed Director shall meet following criteria:

- possess the highest ethics, integrity and values

- shall not have direct / indirect conflict
with present or potential business /
operations of the Company

- shall be willing to devote sufficient
time and energy

- shall have relevant experience with respect
to Company's business (in exceptional
circumstances, specialization / expertise in
unrelated areas may also be considered)

- The appointment shall be in compliance with
the Board Diversity Policy of the Company.

13. Evaluation of Board, Its Committees and
Individual Directors

The evaluation of the Board, its Committees and
Individual Directors was carried out as per the
process and criteria laid down by the Board of
Directors. The proforma formats for facilitating
the evaluation process of the Non-Independent

Directors and the Board as a whole and the
Committees were sent to the respective Directors.
Based on the response received from the respective
Directors, brief presentation was placed before the
Board containing the outcome of their evaluation.
Based on the feedback, the Board expressed
satisfaction on overall functioning of the Board, the
Committees and performance of the Directors.

14. Management Discussion And Analysis

As stipulated under Regulation 34(2)(e) read
with Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations,
2015, the Management Discussion and Analysis
Report is annexed herewith as Annexure B and
forms an integral part of this Annual Report.

The report provides an overview of the industry
structure, developments, opportunities and
threats, operational and financial performance,
internal control systems, and other material
developments during the year under review.

As the Company is listed on the SME platform
of BSE Limited, Corporate Governance is not
applicable to the Company.

15. Corporate Social Responsibility

In accordance with the provisions of Section 135 of
the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014
(as amended), your Company has constituted a
CSR Committee to oversee the implementation
of its CSR initiatives.

The constitution of CSR Committee is disclosed
hereinabove under para no. 11 of Board Report.

Your Company has a longstanding commitment
to social responsibility and has undertaken
several philanthropic and community
development initiatives. Pursuant to the CSR
Policy of the Company, the Company focuses
on Hunger and Poverty eradication, education,
woman empowerment and gender equality,
Child mortality and improving mental health,
environmental etc.

The CSR Policy of the Company, as recommended
by the CSR Committee and approved by the
Board of Directors, is available on the Company's
website at:https://www.rajeshpower.com/img/
CSR-Policy-RPSL.pdf

A brief outline of the CSR Policy and the Annual
Report on CSR activities undertaken during the
financial year, as required under the Companies
(Corporate Social Responsibility Policy) Rules,
2014 (as amended), is provided in Annexure - C
to this Report.

16. Internal Financial Control Systems
and their adequacy

The Company has in place adequate internal
financial controls with reference to financial
statements. The Board has inter alia reviewed
the adequacy and effectiveness of the Company's
internal financial controls relating to its financial
statements. During the year, no reportable
material weakness was observed.

17. Annual Return :

In compliance with the provisions of Section
92(3) read with Section 134(3)(a) of the act, the
draft annual return as on the March 31, 2026 is
uploaded on the website of the company and is
available athttps://rajeshpower.com.

18. Directors' Responsibility Statement:

Pursuant to the requirement Clause (c) of Sub
Section (3) of Section 134 of the Companies Act,
2013 with respect to Director's Responsibility
Statement, it is hereby confirmed that-

a) In the preparation of the annual accounts
for the year ended on 31^st March,2026 the
applicable accounting standards had been
followed along with proper explanation
relating to material departures, if any.

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 as on 31^st March, 2026 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 the Companies Act, 2013 for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

d) The directors had prepared the accounts
for the year ended on 31^st March, 2026 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 are operating
effectively; and

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

19. Auditors

(A) Statutory Auditors:

The Board of Directors the appointed of M/s
Dinesh R. Thakkar & Co, Chartered Accountant
(FRN : 102612W), Peer Reviewed Firm, as Statutory
Auditors of the Company for the period of five
(5) years starting from conclusion of this annual
general meeting to be held for Financial Year

2024- 25 till conclusion of annual general meeting
to be held for Financial year 2029-30 to carry out
the statutory audit of the financial records and to
provide an opinion on the same in accordance with
the applicable auditing standards and regulatory
guidelines. Their appointment shall be subject
to approval of members to be obtained in the
ensuing Annual General Meeting of the Company.

Board's Comment on the Statutory
Auditor's Report:

The statutory Auditors' Report for FY 2025-26
forms part of the Annual Report for the FY 2025¬
26. The report is self-explanatory. The report
does not contain any qualification, reservation or
adverse remark.

(B) Cost Auditor:

The provisions of Section 148, read with Companies
(Cost Record and Audit) Rules, 2014, are not
applicable to the Company but for maintaining
good business practices, the Company has first
time appointed the Cost Auditor M/s Shivangi
Shah for auditing the cost accounting records of
the company for the financial year 2025-26 on
voluntary basis. The Company has maintained the
Cost accounts and records for the F.Y. 2025-26.

Board's Comment on the Cost Auditor's Report:

The Cost Auditors' Report for FY 2025-26 is self¬
explanatory and does not contain any qualification,
reservation or adverse remark.

(C) Secretarial Auditor

Pursuant to Section 204 of the Act read with
the Rules thereof, the Board of Directors
have appointed M/s Aanal Satyawadi & Co.,
(Membership Number: F11558), the Practicing
Company Secretary, Peer Reviewed Firm,
Ahmedabad for conducting a secretarial audit of
secretarial records of the company for the financial
year 2025-26. The Secretarial Audit Report for F.Y.

2025- 26 is annexed herewith as Annexure - D.

Board's Comment on the Secretarial
Audit Report:

There are no adverse observations in the
secretarial Audit Report for the F.Y. 2025-26 and
hence does not call for any explanation.

(D) Internal Auditor:

Pursuant to Section 138(1) of the Companies Act,
2013 the company appointed M/s. Naimish N. Shah
& Co a firm of practicing chartered accountants
(Firm Registration Number: 106829W ) as the
Internal Auditor to conduct an internal audit of
the functions and activities of the company for FY
2025 -26. The Internal Auditor observations and
corrective measures were presented to the Board
during their meeting.

20. Particulars of Employees and
Related Disclosures:

The information required under Section 197(12)
of the Act read with Rule 5(1), 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is attached
as Annexure - E

21. Particulars of Loans, Guarantees or
Investments by the Company:

The Company has complied with the provisions of
section 185 and 186 of the Companies Act, 2013
to the extent applicable for providing Loans or
Guarantee or for making an investment.

22. Disclosure of Information Regarding
Related Party Transaction Under Section
188 Of Companies Act, 2013:

All Contracts/transactions entered by the
Company during the financial year with related
parties were in its ordinary course of business and
on an arm's length basis.

During the year, the company had entered into
Contract/Transaction with Related parties which
could be considered as material Related Party
Transaction pursuant to the Regulation 23 of SEBI
(LODR) Regulations 2015 as amended from time
to time. The details of such material related party
transaction are reported in the prescribed Form
AOC-2 under the "Annexure-F".

23. Compliance with Secretarial Standard:

The Company has Complied with the applicable
Secretarial Standards on meetings of the Board
of Directors and Meeting of the shareholders,

issued by The Institute of Company Secretaries of
India and approved by Central Government under
section 118(10) of the Companies Act, 2013 and the
Board of Directors confirms the compliance of the
applicable Secretarial Standards.

24. Conservation of Energy, Absorption of
Technology And Foreign Exchange :

The Company is not engaged in manufacturing
of goods and hence Company does not conserve
energy. Company has neither adopted any
Technology nor has spent amount for adoption of
Technology during the year. There is no amount
of Foreign Exchange inflow or outlow during the
year and hence no disclosures have been made
in this regard.

25. Risk Management:

The Company has put in place Risk Management
Policy and Plan. The Company has identified
various risk also which in the opinion of the Board
may threaten the existence of the Company.

The Board of Directors monitor the above
mentioned or any other unforeseen / unexpected
risks and ensure the smooth and clinical
implementation of mitigation measures as
are in the best interest of the company under
the circumstances.

26. Vigil Mechanism

As required under Companies Act and SEBI
(LODR) Regulations, the Company has put in
place Vigil Mechanism / Whistle Blower Policy for
Directors and Employees so that the Directors and
employees can report concerns about unethical
behavior, actual or suspected fraud or violation of
the Company's Code of Conduct Policy and SEBI
Insider Trading Regulations. Whistle Blower Policy
is disclosed on the website: Vigil-Mechanism-and-
whistle-blower-policy.pdf.

27. Disclosure under Regulation 32 of SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015

Pursuant to Regulation 32 of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Company hereby states that:

During the year under review, the Company has
not deviated or varied the utilization of proceeds
of the Initial Public Offering (IPO) from the
objects stated in the offer document. The funds
raised through the IPO have been utilized for the
purposes as mentioned in the Prospectus.

The statement of utilization of IPO proceeds
has been reviewed by the Audit Committee and

the Board of Directors periodically. A certificate
from Statutory Auditor confirming the utilization
of funds has also been submitted to the Stock
Exchange(s) within due date.

There is no deviation or variation in the use of
proceeds of the issue from the objects stated
in the prospectus. However, the Company has
unutilized fund of ' 25 Crores out of the proceeds
of Initial public offer.

28. Code for prevention of insider trading

Your Company has adopted a Code of Conduct
("PIT Code") to regulate, monitor and report
trading in your Company's shares by Company's
designated persons and their immediate relatives
as per the requirements under the Securities and
Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015. The Code, inter
alia, lays down the procedures to be followed
by designated persons while trading/dealing
in Company's shares and sharing Unpublished
Price Sensitive Information ("UPSI"). The PIT Code
covers Company's obligation to maintain a digital
database, mechanism for prevention of insider
trading and handling of UPSI, and the process to
familiarise with the sensitivity of UPSI. Further, it
also includes code for practices and procedures
for fair disclosure of unpublished price sensitive
information which has been made available on
your Company's website and link

https://www.rajeshpower.com/img/Code-

of-Fair-Disclosure-of-Unpublished-Price-

Sensitive-Information.pdf

29. Acceptance of Deposit:

The Company has not accepted any deposits
within the meaning of Section 73 of the Companies
Act, 2013 read with the Companies (Acceptance
of Deposit) Rules, 2014. Hence no further
disclosure made under Rule 8(5) of Companies
(Accounts) Rules 2014.

30. Significant and Material Orders as Passed
by the Regulators or Courts:

There are no significant and material orders
passed by the regulators/court that would impact
the going concern status of the company and its
future operations.

31. Details in respect of Fraud:

The Auditors have not reported any Fraud
under the provisions of Section 143(12) of
Companies Act 2013.

32. Details of Application Made or Proceeding
Pending Under Insolvency and
Bankruptcy Code 2016:

During the year under review, there were no
application made or proceeding pending in the
name of the company under the Insolvency
Bankruptcy Code, 2016.

33. Details of Difference Between Valuation
Amount on One Time Settlement and
Valuation While Availing Loan from Banks
and Financial Institutions:

During the year under review, there has been no
one-time settlement of loans taken from banks
and financial institution.

34. Declaration / Certificate pursuant to
Schedule V of SEBI (LODR) Regulations 2015:

Mr. Utsav Panchal, Chief Executive officer has
given the declaration that the Members of the
Board of Directors and senior management
personnel have affirmed compliance with the
code of conduct of Board of Directors and Senior
Management. The certificate is attached to the
Board Report as Annexure G.

35. Disclosure with regard to Demat Suspense
Account / Unclaimed suspense Account:

The Company does not have any Demat Suspense
Account or Unclaimed Suspense Account.

36. Investor education and protection fund
(IEPF)

In accordance with the applicable provisions
of Companies Act, 2013 read with Investor
Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules"), all unclaimed dividends are required to
be transferred by the Company to the IEPF, after
completion of seven (7) years. Further, according
to IEPF Rules, the shares on which dividend has
not been claimed by the shareholders for seven
(7) consecutive years or more shall be transferred
to the demat account of the IEPF Authority.

The Company does not have any unclaimed
Dividend or Unclaimed Shares So, these provisions
are not applicable to the Company.

37. Prevention of Sexual Harassment of
Women at Workplace ["Posh"]:

Our Company has always believed in providing
a safe and harassment free workplace for every
individual working in the Company premises.
Company always endeavors to create and provide
an environment that is free from any discrimination
and harassment.

The policy on prevention of sexual harassment at
workplace aims at prevention of harassment of
employees {whether permanent, temporary, ad-hoc,
consultants, interns or contract workers irrespective
of gender} and lays down the guidelines for
identification, reporting and prevention of undesired
behaviour. The Company has duly constituted
internal complaints committee pursuant to Sexual
Harassment of Women at Worlplace (Prevention,
Prohibition and Redressal) Act 2013 read with Rule
8(5)(x) of Companies (Accounts) Rules 2014.

During the financial year ended March 31, 2026,
there were no complaints recorded pertaining to
sexual harassment.

38. Maternity Benefit:

The Board confirms that the Company has
complied with the applicable provisions of the
Maternity Benefit Act, 1961, including those
relating to maternity leaves facilities. The
Company remains committed to ensuring a safe,
inclusive, and supportive working environment
for all women employees.

Acknowledgement

The Directors place on record their sincere thanks
to the Bankers, Business associates, consultants,
customers, employees for their continued
support extended to your Companies activities
during the year under review. Your Directors
also acknowledges grate fully the shareholders
for their support and confidence reposed
on your Company.

By Order of the Board of Directors
For Rajesh Power Services Limited

Sd/- Sd/-

Kurang Ramchandra Panchal Rajendra Baldevbhai Patel

Managing Director Whole Time Director

(DIN: 00773528) (DIN :00137280)