Directors Report of Rishi Laser Ltd.

Mar 31, 2025

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)

Sr. No.	Particulars	2024-25	2023-24
I.	Total Income	15,140.91	14,102.48
II.	Earnings before Interest, Depreciation, Tax & Exceptional Items (EBIDT)	1,376.06	1,275.02
III.	Profit/(Loss) before Tax	827.87	796.71
IV.	Provision for Tax	2.59	-75.79
V.	Profit/(Loss) after Tax	825.28	872.50
VI.	Total comprehensive income for the period	1,438.59	925.15

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:

Name	Category	Other Directorships in Public Cos.	Committee Membership/ Chairmanship #(incl. RLL)	Attendance At Board Meetings	Attendance At Board Meetings	Shareholding of Non-Executive Directors (as on 31.03.2025)
Mr. Harshad Patel DIN 00164228	Promoter/ Executive	Nil	2	5	Yes	-
Mr. Dinesh Mehta DIN 00509447 (upto 30.08.2024)	Non-Promoter/ Independent	Nil	2	2	Yes	NA
Mr. Kirti Rathod DIN 00377056	Non-Promoter/ Independent	Nil	2	3	Yes	-
Ms. Sheela Ayyar DIN 06656579	Non-Promoter/ Non-Independent	1	2	5	Yes	-
Mr. Mahesh Solanki DIN 09213491	Non-Promoter/ Independent	Nil	Nil	5	Yes	400

# 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

---

Mar 31, 2024

The directors have pleasure in presenting their 32^nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2024.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

(Rs. in Lakhs)
Sr.	Particulars	2023-24	2022-23
No.			Standalone	Consolidated
I.	Total Income	14,102.48	13,587.16	13,596.27
II.	Earnings before Interest, Depreciation, Tax & Exceptional Items (EBIDT)	1,275.02	1,056.55	1,061.43
III.	Profit/(Loss) before Tax	796.71	459.48	463.02
IV.	Provision for Tax	(75.79)	(31.30)	(31.23)
V.	Profit/(Loss) after Tax	872.50	490.78	494.25
VI.	Total comprehensive income for the period	925.15	463.36	466.83

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, 2024, the reserves and surplus has increased to Rs. 4473.02 lakhs as compared to Rs. 3547.87 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, 2024 was Rs. 14,102.48 lakhs as compared to Rs. 13,587.16 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. 1,275.02 lakhs compared to Rs. 1,056.55 lakhs in the previous year. Profit after tax during the year was at Rs. 872.50 Lakhs as compared to the profit of Rs. 490.78 lakhs incurred in the previous year on standalone basis which depicts double the profit compared to last 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, 2024 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 2023-24 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 36th 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 selfexplanatory 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, Practising Company Secretary to conduct Secretarial Audit for the financial year ended 31^st March, 2024. As required under Section 204 of the Companies Act, 2013, the Secretarial Audit Report is annexed as Annexure A 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 27^th May, 2024 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 2024-25. 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 2024; 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, 2024 was Rs. 919.26 Lakhs. There was no change in the Share Capital of the Company during the financial year under report.

As on 31^st March, 2024, following three directors are holding shares of the Company:

Mr. Harshad Patel

Mr. Dinesh Mehta

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, 2024, in prescribed Form No. MGT-7 is available on the website of the Company at http:// www.rishilaser.com/userfiles/auaterpdf/1722584880.pdf.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. CONSERVATION OF ENERGY

The Company has implemented energy conservation measures at all plants and offices. The Company is also increasing the awareness within the organization for energy saving.

B. TECHNOLOGY ABSORPTION

The Company is not carrying out any R&D Operations but is assisting its customers in prototyping and developing import substitute items.

TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION

The Company has not imported any Technology.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The earning in foreign exchange amounts to Rs.930.37 Lakhs. The expenditure in foreign currency on account of components, spare parts and capital goods amounts to Rs.4.33 Lakhs.

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 a 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.

Change in Directors:

There was no change in directorship during the financial year under review.

Details of the meetings of the Board of Directors

The Board met six (6) times during the year. Board Meetings were held on 26^th May, 2023, 26^th July, 2023, 1^st August, 2023, 14^th November, 2023, 31^st January, 2024 and 19^th March, 2023. The time gap between any two meetings was not more than 120 days.

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:

Name	Category	Other Directorships in Public Cos.	Committee Membership/ Chairmanship #(incl. RLL)	Attendance At Board Meetings	Attendance At Board Meetings	Shareholding of Non-Executive Directors (as on 31.03.2024)
Mr. Harshad Patel DIN 00164228	Promoter/ Executive	Nil	2	6	Yes	-
Mr. Dinesh Mehta DIN 00509447	Non-Promoter/ Independent	Nil	2	6	Yes	19500
Ms. Sheela Ayyar DIN 06656579	Non-Promoter/ Independent	1	6	6	Yes	-
Mr. Mahesh Solanki DIN 09213491	Non-Promoter/ Non-Independent	Nil	Nil	6	Yes	400

# 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.

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, 2024. Declaration to this effect signed by the Managing Director of the Company for the year ended on 31^st March, 2024 has been included in this report.

Familiarization Programme for Independent Directors

Every Independent Director is issued a Letter of Appointment setting out terms and conditions, duties and responsibilities of Director. They are also updated with the developments in the business of the Company at each Board Meeting. Independent Directors can meet and discuss with senior management of the Company and get access to any information relating to the Company. During the Financial Year ended 31^st March, 2024, the Company Conducted a Familiarization Programme for Independent Directors which was attended by all the Independent Directors of the Company.

KEY MANAGERIAL PERSONNELS (KMP)

As on 31^st March, 2024, 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 is the Chairperson of the Audit Committee has expertise in the field of finance and accounts. The other members of the Committee are Mr. Harshad Patel and Mr. Dinesh Mehta.

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 2023-24, the committee met on 26^th May, 2023, 1^st August, 2023, 14^th November, 2023 and 31^st January, 2024.

2. Nomination & Remuneration Committee:

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

The Board has on the recommendation of 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 www.rishilaser.com. Nomination & Remuneration 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 OFDIRECTOR, KMP AND SENIOR MANAGEMENT1. 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 01-04-2023

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 2023-24:

Mr. Harshad Patel - Rs. 108.22 lakhs

Non - Executive Directors are paid Rs. 2500/- per Board Meeting attended and Rs. 2500/- per Audit Committee Meeting attended.

During the year, One Nomination & Remuneration Committee Meeting was held on 26^th May, 2023.

3. Stakeholders Relationship Committee:

The Committee consists of three Directors, Mr. Harshad Patel, Mrs. Sheela Ayyar and Mr. Dinesh Mehta. Mrs. Sheela Ayyar is the Chairperson of the Committee. During the year, One Stakeholders Relationship Meeting was held on 26^th May, 2023.

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. Dinesh 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. Dinesh Mehta. for looking after the matters pertaining to expansion and finance of the Company.

During the year, one Finance Committee Meeting was held i.e. 26^th May, 2023.

Independent Directors'' Meeting

During the year under review, the Independent Directors met on 31^st January, 2024 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 2023-24, 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.

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)

The provisions of section 135 of the Companies Act 2013 are applicable to the Company for the financial year 2024-2025. As the amount mandated to be spent pursuant to the applicable provisions of the Act is less than Rs. 50 Lakhs, No separate Committee of the Board has been constituted.

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

Pursuant to Regulation 15(2)(a) of the SEBI (LODR) Reg 2015, the Company is not required to comply with the provisions of Chapter IV of (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has submitted to the Stock Exchange in May 2023, a Certificate obtained from its'' Statutory Auditors certifying that its'' net worth and paid up capital as on March 31, 2023 is below the threshold as provided in Reg 15 (2) (a) and thus fulfilling the criteria for such exemption. Thus, the Corporate Governance Report is not enclosed with the Annual Report.

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.

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.

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Mar 31, 2015

To,

The Members,

The Directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANYS

(Rs. In Lacs)

Sr. Particulars 2014-15 2013-14 No. Standalone Consolidated Standalone Consolidated

(i) Total Income 8883.25 10083.79 10343.03 12193.37

(ii) Profit/(Loss) before Tax (1392.27) (1671.31) (1263.63) (1495.48)

(iii) Provision for Tax (101.00) (115.87) (71.64) (74.92)

(iv) Profit After Tax (1291.27) (1555.44) (1191.99) (1420.56)

(v) Balance Brought forward from Previous year (443.19) (802.53) 748.83 560.58

(vi) Balance available for appropriation (1734.43) (2289.34) (443.19) (802.58)

(vii) General Reserve 746.41 746.41 746.41 746.41

(viii) Surplus/ (Deficit) Carried to the next years (1734.43) (2289.34) (443.19) (802.58) account.

DIVIDEND

In view of the losses for the year ended March 31, 2015, the Board of Directors of your Company do not recommend dividend for the year.

RESERVES

As on March 31, 2015 the reserves and surplus stood at Rs. 1773.83 lac as compared to Rs. 3066.50 in the previous year.

COMPANY'S WORKING DURING THE YEAR

During the year the Company earned total income of Rs. 8883.25 lacs as compared to Rs. 10343.03 earned in the previous year showing a reduction of 14%. The operations during the year has resulted in a loss of Rs. 1291.27 lacs.

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. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department forming part of Accounts Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit; owners undertake corrective action in their respective areas and thereby strengthen the controls.

SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

As on the date of Balance Sheet, the Company has one subsidiary viz. Rishi Consfab Private Limited.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

The details of the financial position of the Subsidiary included in the consolidated financial statement is annexed herewith as Annexure 'A' in Form AOC-1.

DEPOSITS

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

STATUTORY AUDITORS

M/s. Alladi Krishnan & Kumar, Chartered Accountants, Statutory Auditors of the Company (Firm Registration No. 100282W) retire and offer themselves for re- appointment.

The Company has obtained the requisite certificate required under Section 139 of the Companies Act, 2013 to the effect that their re-appointment, if made, will be in conformity with the limits specified in the said section and the criteria stipulated under section 141 of the Companies Act 2013.

As per the provisions of the Companies Act, 2013, the Auditors Report forms part of Annual Report.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 919.26 Lacs. As on March 31, 2015, following two directors are holding shares of the Company:

Mr. Harshad Patel Mr. Dinesh Mehta

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure 'B'.

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

The information required to be disclosed is set out in Annexure 'C'.

DIRECTORS:

A. Changes in Directors and Key Managerial Personnel

Mr. Jayesh Sheth, Director of the Company resigned with effect from 01.12.2014. The Board of the Company comprise of three directors viz. Mr. Harshad Patel, Managing Director and two other Independent Directors.

B. 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 Clause 49 of the Listing Agreement.

C. Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

MEETINGS OF THE BOARD OF DIRECTORS

During the year, in all seven Board Meetings were held i.e. on 14th April, 2014; 29th May, 2014; 13th August, 2014; 11th November, 2014; 19th December, 2014; 10th February, 2015 and 23rd March, 2015. The time gap between any two meetings was not more than 120 days.

The details of Directors and their attendance record at Board Meetings held during the year and at the last Annual General Meeting, number of other directorships and chairmanships/memberships of committees, and other Committees of the Company is given in Corporate Governance Report.

AUDIT COMMITTEE

The Company has a Qualified Audit Committee as per the provisions of the Companies Act, 2013 and Listing Agreement with Stock Exchange. The necessary details in this regard form part of Corporate Governance Report.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company formulated Whistle Blower Policy as per the provisions of Clause 49 of the Listing Agreement to raise any complaint, query and to deal with instance of fraud and mismanagement, if any. The details of the said policy are explained in the Corporate Governance Report and circulated to the employees internally.

NOMINATION & REMUNERATION COMMITTEE

The Company has a Nomination & Remuneration Committee as per the provisions of the Companies Act, 2013 and Listing Agreement with Stock Exchange. The necessary details in this regard form part of Corporate Governance Report.

LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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.

PARTICULARS OF CONTRACTS OR ARRANGE- MENTS WITH RELATED PARTIES

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. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

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 mad 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 - MANAGERIAL REMUNERATION

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 D".

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Sudhanwa S. Kalamkar & Associates, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as "Annexure E".

EMPLOYEE STOCK OPTION PLAN

The Details required to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme) Guidelines, 1999 and Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, Section 62(1) (b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are provided in Annexure 'F'.

RISK MANAGEMENT POLICY

The Company has developed a very comprehensive risk management policy under which all key risks and mitigation plans are compiled into a Risk Matrix. The same is reviewed quarterly by senior management and periodically also by the Risk Management Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)

CSR Policy is not applicable to the Company.

STATEMENT ON 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 Shareholders in the manner specified under Rule 11 of the Companies (Accounts) Rules, 2014.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) 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 and loss 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

Report on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock exchanges, is provided in a separate section and forms part of the Annual Report.

CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed to the Corporate Governance Report forming part of Annual Report.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation of the efficient and loyal services rendered by the Staff and workmen as also help and guidance received from Canara Bank.

On behalf of Board of Directors

Place : Mumbai Harshad B. Patel

Date : 29th May, 2015 Chairman &

Managing Director

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Mar 31, 2014

Dear Members,

Directors present herewith the Annual Report and Audited Accounts for F.Y. 2013-14.

FINANCIAL RESULTS

(Rs. In crores) Sr. Particulars Standalone Consolidated No. 2013-14 2012-13 2013-14 2012-13

(i) Gross Revenue 113.54 151.90 134.26 183.73

(ii) Net Revenue (excluding excise duty) 103.43 137.04 121.93 165.22

(iii) Profit before interest, depreciation and tax 3.00 17.39 3.72 19.55

(iv) Interest 6.91 9.08 8.22 10.83

(v) Depreciation 8.73 8.84 10.46 10.48

(vi) Tax (0.72) (0.59) (0.75) (0.55)

(vii) Profit/loss after Tax (11.92) 6.75 (14.21) (1.21)



DIVIDEND

In view of the losses for the year ended March 31, 2014, the Board of Directors of your Company is constrained to recommend any dividend for the year under review.

OPERATING RESULTS

The standalone gross turnover for the year at Rs.113.54 crores was lower by Rs.38.36 crores compared to Rs.151.90 crores in the previous year. The demand from our primary market slowed down considerably in the financial year under review. The second half year saw a negative growth in demand from the earth moving industry as well as automotive sector.

Earnings before Interest, Depreciation and Tax were lower at Rs.3.00 crores as compared to Rs.17.39 crores in the previous year.

FINANCE

During the year the Company raised Rs.40,00,000/- by issue of 200000 Equity Shares of Rs.10/- each at a premium of Rs.10/- per share under ESOP.

CURRENT YEAR

Sales in the first two months of the current year at Rs.15.22 crores are lower than Rs.20.12 crores achieved in the same period in the previous year. This year will be very challenging as well as our major customers are not expecting any growth. To improve profitability in current situation company is reducing fixed cost by consolidation of Capacity.

MARKETS

The Four Main verticals namely Construction Equipment, Automotive, Rail Transportation and Power (Transmission and Distribution) cumulatively contributed to Rs.61.41 crores compared to Rs.82.43 crores in the previous year.

Dampening sales to Automotive vertical has been a major contributor for drop in total net revenue for the year under review. Revenue from Automotive vertical during FY 2013-14 has gone down drastically to Rs.6.26 crores as against Rs.18.88 crores in the previous year.

Construction equipment vertical contributed Rs.39.48 crores compared to Rs.41.86 crores in FY 2012-13. Sales from this vertical as a percentage of net revenue increased from 30.55% in FY 2012-13 to 38.22% in FY 2013-14 making it the highest contributor to sales. This was achieved despite lower demand from exsiting customers. New Business could compensate partly for the drop in sales to the previous customers.

Sales from Power (Transmission and Distribution) vertical for the year under consideration amounted to Rs.11.76 crores compared to Rs.15.19 crores in the previous year.

Revenue from Rail Transportation vertical has gone down from Rs.6.50 croes in the previous year to Rs.3.91 crores during FY 2013-14 representing a decrease of 40%. Decline in business from this vertical has been due to delay in award as well as implementation of various metro projects.

Other sector is second major contributor of drop in total net revenue for the year under review. Revenue from Other Sector during FY 2013-14 has gone down to Rs.41.87 crores as against Rs.54.49 crores in the previous year. Decline in business from this vertical has been due to lower order from project based customer.

INSURANCE

All the properties of the Company have been adequately insured against fire, riot, earthquake and various other risks.

FIXED DEPOSITS

During the year under report, the Company has not accepted deposits from public.

DIRECTORS

Mr. Vandan Shah, Director of the Company resigned w.e.f. 10th March 2014. We would like to acknoweldge his contribution and guidance to the Company during his period as the Director of the Company.

Mr. Jayesh Sheth retires by rotation and being eligible offer himself for reappointment.

Mr. Harshad Patel, Managing Director of the Company is being re-appointed for further period of three years commencing from 01st April 2014.

Mr. Vasant Goray, Independent Director of the Company is being proposed to be appointed as Independent Director of the Company for the period of five years in terms of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, at the ensuing Annual General Meeting of the Company.

Appropriate resolutions for the appointment/re- appointment of Director are being placed for your approval at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors hereby Report:

a. That in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any.

b. That the directors have selected such Accounting Policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company as at 31st March, 2014.

c. That the Directors have taken the proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the Accounts on a going concern basis.

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 this report.

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance and Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock exchanges, are enclosed.

PARTICULARS OF EMPLOYEES

During the year under report, no employees have drawn remuneration in excess of the limits laid down under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2011.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

The information is set out in Annexure – A.

EMPLOYEES STOCK OPTION PLAN

The information required to be disclosed under SEBI (ESOS & ESPS) Guidelines is given in Annexure B to the Directors'' Report.

AUDITORS

M/s. Alladi Krishnan & Kumar, Chartered Accountants, Statutory Auditors of the Company (Firm Registration No. 100282W) retire and offer themselves for re- appointment.

The Company has obtained the requisite certificate required under Section 139 of the Companies Act, 2013 to the effect that their re-appointment, if made, will be in conformity with the limits specified in the said section and the criteria stipulated under section 141 of the Companies Act 2013.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation of the sustained and dedicated efforts put in by all the employees collectively and concertedly as a Team. The Directors would also like to thank the shareholders, customers, suppliers, bankers and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

On behalf of Board of Directors

Place : Mumbai Harshad B. Patel Date : 29th May 2014 Chairman & Managing Director

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Mar 31, 2011

Dear Members,

Directors have great pleasure in presenting the Annual Report and Audited Accounts for FY. 2010-11

FINANCIAL RESULTS

(Rs. in crores)

Sr. Standalone Consolidated Particulars : No. 2010-11 2009-10 2010-11 2009-10

(i) Gross Revenue 155.09 121.27 191.52 137.77

(ii) Net Revenue (excluding excise duty) 145.61 112.99 178.05 127.83

(iii) Profit before interest, depreciation and Tax 21.50 14.92 26.05 17.34 (excluding other income)

(iv) Interest 8.01 9.10 9.85 10.24

(v) Depreciation 7.93 6.10 9.25 6.65

(vi) Tax 0.84 0.72 1.65 0.83

(vii) Profit after Tax 5.05 1.25 5.52 0.15

DIVIDEND

In view of the improved financial performance during the year under review, the Directors recommend a dividend of Rs. 1.25/- per Equity Share of Rs. 10 each.

OPERATING RESULTS

The standalone gross turnover for the year at Rs. 155.09 crores were in line with projections and registered an increase of 28% over the previous year. The off take from our primary markets was very slow in the first two quarters and only picked up significantly in the last quarter.

Earnings before interest, depreciation and tax (excluding extraordinary items and other income) climbed up by 44% to Rs. 21.50 crores compared to Rs. 14.92 crores in previous year. Improvement in margin and repayment of sizable term debt during the year resulted in higher Return on capital Employed (ROCE) of 8.65% as against 6.23% in the previous year. Our balance sheet has become stronger with gross Debt to Equity ratio coming down to 1.05 times compared to 1.26 times in the previous year. The debt Asset ratio during the year improved significantly to 38.04% from 41.57% in the previous year.

The overall results are satisfactory in view of the tough conditions in the first two quarters. If market conditions remain stable then we should be able to maintain the growth momentum. The Ahmedabad plant was established and has stabilized. We expect good growth from this plant.

EXPANSION

In view of the uncertain market conditions and prohibitive interest costs, the Company has deferred its plan to set up a machining shop for machining parts for the Power generation sector. This will be reviewed in September 2011 for further action.

The Company will be expanding its cutting capacity at various locations by adding new generation of Plasma cutting machines at various locations. This will complement our Laser cutting facilities and we will be able to offer the appropriate technology to the customers at appropriate price.

The Company does not have manufacturing facility in Eastern India and looking at the potential this region offers we are exploring the possibility of setting up a plant in eastern India.

FINANCE

During the year the Company allotted 91,800 Equity Shares of Rs. 10/- each at a premium of Rs. 10/- per share under ESOP to employees of the Company. The total amount received from the employees amounted to Rs. 18,36,000/-.

CURRENT YEAR

The current year has begun on an optimistic note and we expect to see a 15% growth in the first quarter. Some of our customers are expanding and this may result in additional business from the third quarter onwards.

MARKETS

The four main verticals namely Construction Equipment, Automotive, Rail Transportation and Power (Transmission and Distribution) cumulatively contributed 75% of the total revenue amounting to Rs. 109.48 crores.

Robust demand of commercial vehicles resulted in increased sales to automotive verticals to Rs. 37.30 crores or 25.62% of net sales compared to Rs. 24.48 crores or 21.66% in the previous year.

Revenue from Rail Transportation vertical has gone up from Rs. 11.37 crores in previous year to Rs. 21.80 crores representing an increase of 91.73%.

Construction equipment vertical contributed Rs. 33.50 crores as against Rs. 32.70 crores in the previous year. Sales from this vertical as a percentage of net revenue declined from 28.94% in the previous year to 23.01% in the current year though it remained flat in absolute terms.

Revenue from Power (transmission and distribution) vertical has been disappointing during the year as it recorded a negative growth of 9.92% from Rs. 18.74 crores in previous year to Rs. 16.88 crores during the current year.

Our Rail transportation business is expected to see a sharp drop in this year as further orders are expected only in the third quarter of this year. The shortfall from this sector should get covered from the Construction equipment sector which is expected to see robust demand. The delays in execution of infrastructure projects along with high interest rates will affect demand and is worrying.

INSURANCE

All the properties of the Company have been adequately insured against fire, riot, earthquake and various other risks.

FIXED DEPOSITS

During the year under report, the Company has not accepted deposits from public.

DIRECTORS

Mr. Jayesh K. Sheth retires by rotation and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby Report:

A) That in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any.

B) That the directors have selected such Accounting Policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company as at 31st March, 2011 and of Profit and Loss Account for the year ended 31st March, 2011.

C) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

D) That the Directors have prepared the Accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the year under report, no employees have drawn remuneration in excess of the limits laid down under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2011.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

The information is set out in Annexure - A.

EMPLOYEES STOCK OPTION PLAN

During the year Company allotted 91,800 Equity Shares under the Stock Option Scheme. The information required to be disclosed under SEBI (ESOS & ESPS) Guidelines is given in Annexure B to the Directors' Report.

AUDITORS

M/s. Alladi Krishnan & Kumar, Chartered Accountants, Statutory Auditors of the Company retire and offer themselves for re-appointment.

The Company has obtained the requisite certificate required under Section 224 of the Companies Act, 1956 to the effect that their re-appointment, if made, will be in conformity with the limits specified in the said section.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation of the sustained and dedicated efforts put in by all the employees collectively and concertedly as a Team.

The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

On behalf of Board of Directors

Place : Mumbai Harshad B. Patel

Date : 30th May, 2011 Chairman

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Mar 31, 2010

Directors have great pleasure in presenting the Annual Report and Audited Accounts for F.Y.2009-10 FINANCIAL RESULTS:

Particulars 2010 2009

Total Income 12,127.41 12,737.78

Profit before Interest and 1,728.58 1,538.20

Depreciation & Tax

Interest 909.90 1,047.61

Depreciation 609.63 675.10

Tax 72.69 (25.73)

Profit after tax 136.36 (158.78)

DIVIDEND:

In order to conserve resources, your Directors have not recommended dividend for the year.

OPERATING RESULTS:

The first quarter of 2009-10 started on a very low note similar to the last two quarters of 2008-09. Thereafter Company had growth in the next three consecutive quarters. In the fourth quarter Company achieved an all time high turnover. This was despite poor offtake from some of our major customers in the Earthmoving and Power Industries.

In our previous years Directors Report we had anticipated to get back on track in the third quarter of 2009-10. This has come true. The Company returned to profitability in third quarter of 2009-10.

Our focus on improving productivity and addition of more value to the jobs resulted in improvement of our operating parameters. The EBIDT margin has marginally improved by 172 basis points to 15.20%. ROCE has marginally improved by 150 basis points to 6.23% but is still well below that of 9.67% achieved in 2008. Our Balance Sheet has improved with Debt Equity ratio coming down to 1.26 from 1.89 in the previous year.

With improvement in sales and reduction in debt the profitability ratios should significantly improve going forward.

EXPANSION:

Company will have to expand capacities at its Ahmedabad and Pune plants to take care of the increased requirements of customers. This will mainly involve installation of equipments to balance capacity. We expect to utilise our capacities fully, at most plants, only in2011-12 and hence capital expenditures will mainly be to de-bottleneck or to add to technical capabilities in welding and forming.

Wear Plate Division: The Company has decided to set a plant to manufacture "Wear Plates" at Savli, Gujarat. The plant will be commissioned in June 2010. Wear Plates have high abrasion resistance and are used in equipments where there is high wear and tear of equipment.

FINANCE:

During the year the Company allotted 47840 equity shares of Rs.10/- each at a premium of ?10/- per share under ESOP to employees of the Company. The total amount received from the employees amounted to Rs.9,56,800.

The Company raised Rs.2,09,00,000 by way of issue of 5,50,000 equity shares of Rs.10/- each at a premium of Rs.28 per share to the promoters and others on preferential basis.

CURRENT YEAR:

Current year has begun on an optimistic note. Sales during the first two months of the current year are Rs.22.46 crores as compared to ?16.35 crores in the same period in the previous year

MARKETS:

There has been a significant shift in the percentage of sales to different markets in 2009-10 as compared to 2008-09. The sale to Construction Equipment (CE) sector has gone down from 34% of total sales in 2008-09 to 24% of total sales in 2009-10.

As against this sale to Rail Transportation (RT) has gone up from 4% to 11%, sale to Power Generation and Distribution (PGD) from 13% to 18% and sale to Automotive from 7% to 23%. Ideally we would prefer sales to CE, RT, PGD and Automotive to each range between 20% to 25% of total sales.

Of the four major segments served only the Automotive Sector has bounced back strongly after the downturn. Business from PGD & CE is still very sluggish and far below peak levels seen in 2007-08.

INSURANCE:

All the properties of the Company have been adequately insured against fire, riot, earthquake, and various other risks.

FIXED DEPOSITS

During the year under report, the Company has not accepted deposits from public.

DIRECTORS

Mr.Vandan Shah retires by rotation and being eligible offer himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby Report:

A) That in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any.

B) That the directors have selected such Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company as at March 31, 2010 and of Profit and Loss Account for the year ended March 31, 2010.

C) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

D) That the Directors have prepared the Accounts on a going concern basis.

PARTICULARS OF EMPLOYEES:

The statement of particulars required pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2002, forms part of this Report and is set out in Annexure-A.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

The information is set out in Annexure - B.

EMPLOYEES STOCK OPTION PLAN

During the year Company allotted 47840 Equity Shares under the Stock Option Scheme. The information required to be disclosed under SEBI (ESOS & ESPS) Guidelines is given in Annexure C to the Directors Report.

AUDITORS

M/s. Alladi Krishnan & Kumar, Chartered Accountants, Statutory Auditors of the Company retire and offer themselves for re-appointment.

The Company has obtained the requisite certificate required under section 224 of the Companies Act, 1956 to the effect that their re-appointment, if made, will be in conformity with the limits specified in the said section.

ACKNOWLEDGENENT

Your Directors wish to place on record their sincere appreciation of the sustained and dedicated efforts put in by all the employees collectively and conceitedly as a Team.

The Directors would also like to thank the shareholders, customers, suppliers, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

Place : Mumbai On behalf of Board of Directors

Date : 21st June, 2010 Harshad Patel

Chairman