Your Directors have the pleasure in presenting the 15^th ANNUAL REPORT together with the Audited Statement of Accounts of the company for the year ended on 31^st March 2024.

FINANCIAL HIGHLIGHTS:

The brief summary of the financial performance of the Company for the year under review along with the comparative figures for the previous year is summarized herein below:

(Rs. In Crores)

OPERATIONS:

Your Company's Gross Revenue from operations during the year under review is Rs. 284.97 Crores which is 37.55% higher than previous year's Gross Revenue from operations which was Rs. 207.18 Crores.

Your directors are happy to inform you that, the performance of the Company has improved due to qualitative Supply of Goods and timely supply of services. Your directors are hopeful of better performance in the forthcoming year.

CHANGE IN NATURE OF BUSINESS:

There has been no significant change in the business carried on by the company and it continued to be in business of Engineering, Procurement and Construction (EPC) Contracts, Supply of Cables and Electrical Accessories and generation and supply of Solar Power.

Your Company has managed its affairs in a fair and transparent manner.

There has been no change in the constitution of the Board during the financial year under review i.e. the structure of the Board remains the same.

AWARDS/ ACHIEVEMENTS:

The Company received the following Awards and recognitions during the year:

- In April, 23; the company is pleased to announce that it has commissioned a 220KV GIS Substation of a private client in Gujarat with 100MVA Transformer. This brings a record achievement making The company among very few EPC Contractors in the Country to commission 2 Nos. of 220kV GIS Substations.

- In April, 23; the company commenced the O&M Work for the entire Zonal Operations of LT/HT Network of Powai Zone under Adani Electricity Mumbai Limited, becoming one of the largest vendors in Mumbai Region.

- Additionally, the company commissioned an Underground Cable Network (66kV and Above) of more than 150 KMs. for M/s Gujarat Energy Transmission Corporation Ltd. (GETCO) (A Govt, of Gujarat Transmission Company)

- In September, 23; the company won its largest out-of-state Contract with RRVPN (Rajasthan Rajya Vidyut Prashasan Nigam Ltd.), Jaipur worth Rs. 70 Crore. Work involves the unique expertise of 132kV Underground Cable and GIS Substation on a Turnkey basis.

- The company was awarded the first-of-its-kind order of Providing SCADA/DMS, OMS Software along with Hardware for Power Distribution Management at UGVCL (Uttar Gujarat Vij. Company Ltd.), Mehsana worth Rs. 142 Crore

- The company was awarded Power Supply Arrangement Work Orders from reputed clients such as GIFT City, Gandhinagar; Gujarat Metro Rail Corporation Ltd., Gandhinagar; Torrent Power Ltd., Dholera; Jay Chemicals Ltd., Saykha; Sabar Dairy, Himmatnagar; Grindwell Norton Limited (Saint Gobain), Hindustan Coca Cola; to name a few.

- In March, 24; The company won a series of historic orders in the Gujarat Power Distribution sector totalling Rs. 900 Crore, significantly enhancing its order book.

- In March, 2024; The company is pleased to announce the commissioning of Indian Oil Corporation Ltd., Dumad refinery project worth Rs. 54 Crore with diversified scope of work.

DIVIDEND:

Your Directors are happy to propose a dividend @ Rs.0.50 per share for the financial year ending on March 31, 2024, absorbing a sum of Rs. 76.08 Lacs.

As per the provisions of the Income tax Act, 1961, as amended by the Finance Act, 2020, Dividend Distribution Tax is not applicable in respect of Dividends declared, distributed or paid by the Company after March 31, 2020. The same will be taxed in the hands of the shareholders.

As AS 4, Events after the reporting period, Proposed Dividend on Equity Shares, being a nonadjusting event at the Balance Sheet date, is not recognized as a liability in the accounts for the year ended March 31, 2024. The same will be recognized in the year of payment, viz., the year ending March 31, 2025.

TRANSFER TO RESERVE:

The Company has transferred the whole amount of Profit to the Reserve and surplus account as per the audited Balance sheet for the year ended on March 31, 2024.

ANNUAL RETURN:

In compliance with the provisions of Section 92(3) read with Section 134(3)(a) of the act, the annual return as on the March 31, 2024 is uploaded on the website of the company and is available at https://rajeshpower.com.

MEETING OF BOARD OF DIRECTORS:

The Board of Directors held their meetings for Eleven (11) times during the financial year as follows;

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

(i) In the preparation of the annual accounts for the year ended on 31^st March, 2024 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March, 2024 and of the profit of the company for that year.

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the accounts for the year ended on 31^st March, 2024 on a "going concern" basis.

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

STATUTORY AUDITOR:

The requirement to place the matter relating to appointment of auditor for ratification of members at every Annual General Meetings, is done away with vide notification dated l^x]' May, 2018 issued by the Ministry of Corporate Affairs. Accordingly no resolution is proposed for ratification of appointment of auditor, who were appointed as Statutory Auditor for five years in Previous AGM dated 30^th September, 2022.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS BY COMPANY:

Your Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 to the extent applicable.

Your Company has also provided corporate guarantee on term and conditions which are not prejudicial to the interest of the company.

Your Company has invested by way of capital contribution in a Limited Liability Partnership for business development.

COST AUDITOR:

Provisions for the appointment of a Cost Accountant under provisions of section 148 of the Companies Act_;2013 do not apply to the company.

INTERNAL AUDITOR:

Pursuant to Section 138(1) of the Companies Act, 2013 the company appointed Internal Auditor to conduct an internal audit of the functions and activities of the company for FY 2023— 24. The Internal Auditor observations and corrective measures are presented to the Board.

DISCLOSURE OF INFORMATION REGARDING RELATED PARTY TRANSACTION UNDER SECTION 188 OF COMPANIES ACT, 2013:

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

During the year the company entered into Contract/Arrangement/ Transaction with Related parties which could be considered as material and which are required to be reported in Form AOC-2 in terms of section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules,2014 has been attached as "Annexure-A".

COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act,

2013.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

In the opinion of board of directors there are no material changes have occurred after balance sheet date till the date of the report affecting the financial position of the company.

CONSERVATION OF ENERGY. ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE :

Pursuant to provisions of Section 134(3) (m) & Rule 8(3) (A) of Companies (Accounts) Rules, 2014 the details of energy conservation, technology absorption and foreign exchange earnings and outgo has been given in "Annexure-B" to this report.

RISK MANAGEMENT:

In the opinion of the Board of Directors of the Company, there is a continuous development and implementation of risk management policy including identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of sub-section (1) of section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are applicable to your company. The Company has spent on Corporate Social Responsibility. The details of composition of the CSR Committee and amount spent on CSR is given in "Annexure-C"

ACCEPTANCE OF DEPOSIT:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS AS PASSED BY THE REGULATORS OR COURTS:

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an effective internal control and risk mitigation system which are constantly assessed and strengthened with new/revised standard operating procedures.

DETAILS IN RESPECT OF FRAUD:

The Auditor's Report doesn't contain any information in relation to fraud.

AUDITOR'S REPORT:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVANCY AND BANKRUPTCY CODE 2016:

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

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE r"POSH"l:

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

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees {whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender} and lays down the guidelines for identification, reporting and prevention of undesired behaviour. The Company has duly constituted internal complaints committee as per the said Act.

During the financial year ended March 31, 2024, there will nil complaints recorded pertaining to sexual harassment.

APPRECIATION:

Your Directors wish to extend their sincere thanks to the Government as well as the Government agencies, banks, customers, shareholders, vendors and other related organizations who have helped in your Company's progress, as partners, through their continued support and co-operation. Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

BY ORDER OF THE BOARD OF DIRECTORS,

RAJESH POWER SERVICES LIMITED

(Formerly known as Rajesh Power Services Private Limited)

KURANG R. PANCHAL (MANAGING DIRECTOR)

(DIN:00773528)

PLACE: AHMEDABAD DATE: 10/07/2024