RTS Power Corporation Ltd

Dear Shareholders,

Your Directors have pleasure in presenting its Seventy Sixth operational performance of your Company together with the audited Financial Statement for the year ended 31st March, 2024.

Standalone:

The operational performance of the Company shows a decrease this year as compared to the Financial Year 2022-23 mainly due to shortfall in exports.

This year's EBITDA stands at Rs. 10.53 Crores as against 18.02 Crores in the previous year.

Net Revenue from Operations for the year is Rs. 57.46 Crores as compared to Rs. 68.62 Crores in the previous year resulting in a decrease of 16.26 %.

The Net Profit of the Company declined to Rs. 4.43 Crores as against 9.83 Crores in the previous year.

Your Company continues to earn Other Income in the form of Interest on Term Deposits, Profit on Sale and Increase in Value of Listed Investments, Rental Earnings and Export Incentives. This figure stood at Rs. 6.47 Crores this financial year. These Other Incomes continue to cushion the Company's profitability in good times and bad.

Consolidated:

The consolidated revenue of your Company has decreased to Rs. 140.46 Crores in the current year from Rs. 143.33 Crores in the previous year. Moving forward your Company expects revenue to increase further as capacity utilization of its Wholly Owned Subsidiary, Reengus Wires Private Limited goes up.

The Net Profit of your Company on a consolidated basis also decreased from Rs. 8.96 Crores to Rs. 4.13 Crore.

Wholly Owned Subsidiary- Reengus Wires Private Limited

This Wholly Owned Subsidiary of your Company is engaged in the manufacture of GI Wires and Strips. The primary customers of the Company are Cable and Conductor Manufacturers, Barbed Wire and Fence Manufacturers.

The main plant of the Company is now fully stabilized and in order to enhance its production the Company is incurring some capex to increase its downstream capacity.

The demand for the Company's products is good and the Company reasonably expects volumes to increase in future. The Government of India's RDSS projects have taken off and we expect very robust demand from our customers who are supplying cables and conductors to these projects. The bulk of the business which the Company gets are repeat orders from its existing customers, which is testimony to the fact that the Company's products have found acceptability.

The Revenue of the Company has gone up from Rs. 76 crores in FY 2022-23 to Rs. 86 crores in FY 2023-24. This is a healthy increase of approximately 13.10%. Going forward the Company expects this revenue to increase in the future.

The Company is both EBIDTA positive and cash profit making. Due to the high Capex incurred by the Company the depreciation cost is yet to be fully absorbed. The Company expects with higher capacity utilization and increase in sales and that this unit should turn fully profitable shortly.

The Net Loss of the Company has reduced from Rs. 0.87 Crores in the Previous FY 2022-23 to Rs. 0.64 Crores in this FY 2023-24.

Material Changes and commitments, if any, affecting financial position of the Company from the end of the Financial Year and till the date of this Report

No material changes and commitments affecting the financial position of your Company occurred between the end of the Financial Year of your Company to which the Financial Statements relate and the date of this Report.

Further, it is confirmed that there has been no change in the nature of business of your Company. Dividend

The Board of Directors has proposed to retain the entire amount of Profit of ' 4.43 Crores for expansion and further growth of your Company and, therefore, has not recommended payment of any Dividend.

Future Outlook

With the advent of the RDSS scheme, the demand for Distribution Transformers is now reviving and the Company is seeing a growth in the number of enquires and orders in this segment. The Company expects the impact of this scheme to be seen in the coming quarters.

The Company is one of the largest exporters of Distribution and Power Transformers in Eastern India today. The Company exports Transformers from its Kolkata Unit. This unit of the Company was accorded Star Export House Status by the Government of India. The export markets have remained turbulent due to various geopolitical events. The Company expects better growth in the coming years. While the Company has traditionally been more active in the East African market, this year it was able to make a breakthrough in the West African market.

The Company continues to try and expand more in the Industrial Segment and therefore is focusing its efforts to try and penetrate more in this market. In order to do so the Company introduced Compact Substations, a new product offering as a Licensee of Siemens Ltd. These are a modular plug and play solution of Transformers and Switchgears in one compact unit. They are gaining more acceptance and your Company expects, going forward that this product will add substantially to its product offerings.

Share Capital

Your Company has a Paid up Share Capital of ' 9.17 Crores as on March 31, 2024.

There has been no change in the Authorized Share Capital of your Company which remains at ' 22 Crores.

Your Company has neither issued Shares with differential voting rights nor granted Stock Options nor Sweat Equity Shares. Your Company has not made any buy-back of its own Equity Shares.

Credit Rating

Your Company appointed Infomerics Valuation and Rating Pvt Ltd. Rating from the agency is awaited.

Energy Conservation, Technology Absorption & Foreign Exchange Earnings and Outgo

Monitoring and control of consumption of sources of energy like power, oil, etc. continued to be a priority area of your Company. Energy conservation procedures also form an important part of your Company's operational practices. No alternative sources of energy has so far been utilized. There is no capital investment during the year under review on energy conservation equipment.

Your Directors have nothing to report in the matter of Technology Absorption since your Company has neither hired nor imported any technology from outside sources.

Your Company has no Research and Development (R&D) Department and has not spent any amount on R& D during the Financial Year.

Your Company had an Export turnover of ' 0.40 Lakhs as compared to Rs. 3215.72 Lakhs in the previous year.

The Foreign Exchange outgo during this year was as follows:

Expenditure in Foreign Currency Foreign Travelling ' 4.70 Lakhs

Indian Accounting Standards

Your Company has adopted Indian Accounting Standards ('IND- AS') with effect from April 1, 2017. Financial Statements for the year ended March 31, 2024 have been prepared in accordance with IND-AS notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) read with Section 133 and other applicable provisions of the Companies Act, 2013.

Directors

The Board of Directors (the Board) of your Company consists of a balanced profile of Members specializing in different fields that enables the Board to address the various business needs of your Company, while placing very strong emphasis on corporate governance.

(a) Appointment /Resignation of Directors

The following Appointment/ Resignation of Directors took place during the Financial Year 2023-24:

Shri Sardul Singh Jain (DIN 00013732) and Shri Alok Kumar Banthia (DIN 00528159), Independent Directors of your Company completed their term of 10 years as Independent Directors and relinquished their offices at the conclusion of the 75th Annual General Meeting of your Company held on 18th September, 2023.

The Board of Directors of your Company based on the recommendation of Nomination and Remuneration Committee (NRC) appointed Shri Jagabandhu Biswas (DIN 10274176), Shri Devesh Kumar Agarwal (DIN 00156128) and Shri Arun Lodha (DIN 00995457) as Additional Directors of your Company in the

Independent category with effect from 14th August, 2023 and who would hold offices up to the date of 75th Annual General Meeting, and being eligible, offered themselves for appointment and had submitted their respective declarations that they met the criteria of Independence under Section 149(6) of the Companies Act, 2013 ("The Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"), with effect from 14th August, 2023 to hold office for a term of 5 years till the conclusion of 80th Annual General Meeting of the Company and shall not be liable to retire by rotation. The shareholders of the Company approved the appointment of Shri Jagabandhu Biswas (DIN 10274176), Shri Devesh Kumar Agarwal (DIN 00156128) and Shri Arun Lodha (DIN 00995457) as Independent Directors of the Company at the 75th Annual General Meeting of the Company held on 18th September, 2023, for the abovementioned tenure.

Shri Abhay Bhutoria (DIN 00013712) was re-appointed as Managing Director of the Company for a further period of 5 (five) years with effect from 1st December, 2023 till 30th November, 2028 by the Shareholders of the Company at the 75th Annual General Meeting held on 18th September, 2023.

The following changes took place after the end of the Financial Year 2023-24 but upto the date of this Report:

Re-Appointment of Mr Rajendra Bhutoria (DIN 00013637) as Vice-Chairman and Whole-time Director of the Company for a further period of 5 (five) years with effect from April 1, 2025, subject to approval by the Members of the Company at the ensuing Annual General Meeting.

(b) Independent Directors

Your Company has at present three Independent Directors, namely, Mr. Jagabandhu Biswas (DIN 10274176), Mr. Arun Lodha (DIN 00995457) and Mr. Devesh Kumar Agarwal (DIN 00156128) which meets the requirements of both the Act and the Rules made thereunder as well as the provisions contained in Regulation 17(b) of the Listing Regulations. They are not liable to retire by rotation.

Your Company had received the necessary declarations from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the Listing Regulations, that they met the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the Listing Regulations.

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 (IICA).

(c) Retirement of Directors by rotation

As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mrs. Rachna Bhutoria (DIN: 00977628), Director of your Company, will retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment.

A Resolution seeking Members' approval for her re-appointment forms a part of the Notice convening the Seventy Sixth Annual General Meeting.

(d) Meetings of the Board and its Committees

The Board met eleven times during the year under review. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Regulations. The Committees of the Board usually meet the day before or on the day of the Board Meeting, or whenever necessary. Details of composition of the Board and its Committees as well as details of Board and Committee meetings held during the year under review and Directors attending the same are given in the Corporate Governance Report (Annexure A) forming part of this Annual Report 2023-24.

(e) Separate Meetings of Independent Directors

As per stipulation in Clause VII of Schedule IV of the Act containing the Code for Independent Directors and as per Regulation 25(3) of the Listing Regulations, separate Meetings of the Company's Independent Directors was held on 29th May, 2023 without the attendance of Non-Independent Directors and members of the Management to review, inter alia, the performance of the Chairman, Non-Independent Directors and the Board as a whole as per the criteria formulated by the Nomination and Remuneration Committee for evaluation of performance of Directors and Board of Directors. They also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

In addition to these formal Meetings, interaction outside the Board Meetings also takes place between the Chairman and Independent Directors.

(f) Performance Evaluation of Independent Directors

The performance evaluation of Independent Directors was done by the entire Board of Directors which included performance of the Independent Directors and fulfilment of the independence criteria as specified in the Listing Regulations and their independence from the management as required under Regulation 17(10) of the Listing Regulations and as per stipulation in Clause VIII of the Code for Independent Directors in Schedule IV of the Act in its Meeting held on May 29, 2023, excluding the Independent Directors being evaluated as per the criteria formulated by the Nomination and Remuneration Committee (NRC) for evaluation of performance of Independent Directors. On the basis of the report of performance evaluation by the Board, it shall be determined by NRC whether to extend or to continue the term of appointment of Independent Directors.

(g) Formal Annual Evaluation of Board, its Committees and Individual Directors

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, of each Board Members individually as well as the working of its Committees.

The manner in which the evaluation was carried out was as follows:

The Nomination and Remuneration Committee of your Company formulated and laid down criteria for Performance Evaluation of the Board (including Committees) and every Director (including Independent Director) pursuant to the provisions of Section 134, Section 149 read with Code of Independent Director (Schedule IV) and Section 178 of the Act and Regulation 19(4) read with Part D of Schedule II of Listing Regulations covering inter-alia the following parameters, namely:

i) Board Evaluation - degree of fulfillment of key responsibilities; Board culture and dynamics.

ii) Board Committee Evaluation - effectiveness of Meetings; Committee dynamics.

iii) Individual Director Evaluation (including IDs) - contribution at Board Meetings /Committee Meetings.

Further, the Chairman and Managing/Whole-time Directors are evaluated on key aspects of their roles which include, inter-alia, effective leadership to the Board and adequate guidance to the Management team respectively.

Based on these criteria, the performance of the Board, various Board Committees viz. Audit Committee, Stakeholders' Relationship Committee and Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Individual Directors (including Independent Directors) was evaluated by the Board and found to be satisfactory.

During the year under review, the Independent Directors of your Company reviewed the performance of Non-Independent Directors and Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

Further, the Independent Directors hold unanimous opinion that the Chairman and other Non Independent Directors, including Managing Director and Whole-time Directors, bring to the Board abundant knowledge in their respective fields and are experts in their respective areas. Besides, they are efficient, dynamic, matured, and practical and have sufficient knowledge of the Company.

The Board as a whole is an integrated, balanced and cohesive platform where diverse views are expressed and discussed when required, with each Director bringing professional domain knowledge to the table. All Directors are participative, interactive and communicative.

The Chairman has abundant knowledge, experience, skills and understanding of the Board's functioning, possesses a mind for detail, is meticulous to the core and conducts the Meetings with poise and maturity.

The information flow between the Company's Management and the Board is complete, timely with good quality and sufficient quantity.

The following Policies of the Company are attached herewith marked as Annexure 'C' and Annexure 'D', which have also been placed on your Company's corporate website www.rtspower.com under the head "Investor Relations":

(i) Policy for selection of Directors and determining Directors ' independence; and

(ii) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel of your Company are Mr. Mukesh Jain, Chief Financial Officer and Mr. Sandip Gupta, Company Secretary & Compliance Officer.

During the year under review, there has been no change in the Key Managerial Personnel.

Directors' Responsibility Statement

Pursuant to Section 134(3) (c) and 134(5) of the Act and, based upon representations from the Management, the Board, to the best of its knowledge and belief, confirms that:

a. in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable Accounting Standards have been followed and there are no material departures from the same;

b. the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the Profit of the Company for the year ended on that date;

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

d. the Directors have prepared the Annual Accounts of the Company on a 'going concern' basis ;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively ; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Declaration by Independent Directors and Statement on compliance of Code of Conduct

Your Company confirms that necessary declaration with respect to independence has been received from all the Independent Directors of the Company and that the Independent Directors have complied with the Code for Independent Director prescribed in Schedule IV to the Act.

The Independent Directors also confirm that they are not aware of any circumstance or situation , which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the management.

Maximum tenure of Independent Directors

The maximum tenure of Independent Directors is in accordance with the Act and Regulation 25(2) of the Listing Regulations.

Formal letter of appointment to Independent Directors

Your Company had issued a formal letter of appointment to Independent Directors in the manner as provided in the Act. As per Regulation 46(2) of the Listing Regulations, the terms and conditions of appointment of Independent Directors are placed on the Company's Corporate Website www.rtspower. com and can be accessed under the head "Investor Relations."

Corporate Governance

Your Company is committed to maintain the highest standards of corporate governance and adhere to the related requirements set out in the Listing Regulations.

A separate Report on Corporate Governance in the format as prescribed in Part C of Schedule V under Regulation 34(3) of the Listing Regulations with Additional Shareholders Information (Annexure B') along with a Practicing Company Secretaries' Certificate thereon form a part of the Annual Report of your Company and is being attached hereto marked as Annexure- 'A'.

All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the Financial Year 2023-24. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report.

The Managing Director and CFO have certified to the Board the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations.

Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance is annexed to this Report.

Management Discussion & Analysis

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on Management Discussion and Analysis is also attached herewith marked as Annexure -'B'.

Deposits

During the year under review, your Company has not accepted any Deposit within the meaning of Sections 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Further, no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2024.

No loan or deposit has been taken or accepted from any Director of your Company.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules') (including any statutory modification(s)/ re-enactment(s) / amendment(s) thereof, for the time being in force), the dividend which remains unclaimed/ unpaid for a period of seven (7) years from the date of transfer to the unpaid dividend account of the Company, is required to be transferred to the Investor Education and Protection Fund Authority ('IEPF') established by the Central Government.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has no unpaid and unclaimed amounts lying with it as on September 18, 2023 (date of its last Annual General Meeting) as all unpaid and unclaimed amounts had already been transferred under Sub section (2) of Section 125 of the Act and the IEPF Rules.

Since the last Annual General Meeting, the Company does not have any unpaid and unclaimed Dividend to be transferred under Sub section (2) of Section 125 of the Act and the IEPF Rules.

Mr. Sandip Gupta, Company Secretary of the Company acts as Nodal Officer of the Company. The details of the Nodal Officer is available in the Company's Corporate Website www.rtspower.com and can be accessed under the head "Investor Relations."

Transfer of Equity Shares in respect of Unclaimed Dividend to Investor Education and Protection Fund (IEPF) DEMAT Account

The IEPF Rules also mandates, companies to transfer the Shares in respect of which dividend has not been paid/claimed by the Shareholders for seven (7) consecutive year or more to the DEMAT Account created by the IEPF Authority.

Further, in compliance with the provisions laid down in IEPF Rules, the Company had sent notices, subsequent reminder and also advertised in the newspaper seeking action from Shareholders who have not claimed their dividends for seven (7) consecutive years or more.

Accordingly, till the Financial Year ended March 31, 2011, the year in which the Company had last declared dividend, the Company had transferred Equity Shares on which Dividend remained unclaimed for a period of seven (7) years, to the DEMAT Account of the IEPF.

It may please be noted that no claim shall lie against the Company in respect of Share(s) transferred to IEPF pursuant to the said Rules.The voting rights in respect of the above Equity Shares are frozen until the rightful owner claims the Equity Shares. All corporate benefits on such Shares in the nature of Bonus Shares, Split Shares, Rights, etc. shall be credited to 'Unclaimed Suspense Account', as applicable for a period of 7 years and thereafter be transferred in line with the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with Section 124(5) and Section 124(6) of the Companies Act, 2013.

However, the Shareholders are entitled to claim their Shares including all the corporate benefits accruing on such Shares, if any, from the IEPF Authority by submitting an online application in Form I EPF-5 and sending a physical copy of the Form I EPF-5 duly signed by all the joint shareholders, if any, as per the specimen signature recorded with the Company along with requisite documents enumerated in the Form IEPF-5, to the Company's RTA. The Rules and Form IEPF-5, as prescribed, for claiming back the Shares are available on the website of the IEPF i.e. on www.iepf.gov.in.

The Statement containing details of Name, Address, Folio No., DEMAT Account No. and No. of shares transferred to IEPF DEMAT Account is made available on Company's website www.rtspower.com. The Shareholders are therefore encouraged to verify their records and claim their dividends and Shares, if not claimed.

Statutory Auditors and Auditors' Report Statutory Auditors

Members at the Seventy Fourth Annual General Meeting of your Company (AGM) held on September 26, 2022 had approved the appointment of M/s Jain Shrimal & Co., Chartered Accountants (FRN 001704C) as Statutory Auditors of your Company for a period of five years commencing from the conclusion of Seventy Fourth Annual General Meeting (AGM) held on September 26, 2022 till the conclusion of 79th AGM of your Company to be held in the year 2027.

In terms of the provisions relating to Statutory Auditors forming part of the Companies Amendment Act, 2017, notified on May 7, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the Notice convening the ensuing AGM does not carry any Resolution on ratification of appointment of Statutory Auditors.

However, M/s Jain Shrimal & Co., Chartered Accountants, has confirmed that they are eligible to continue as Statutory Auditors of your Company to audit the books of accounts of the Company for the Financial Year ending March 31, 2025 and accordingly M/s Jain Shrimal & Co., Chartered Accountants, will continue to be the Statutory Auditors of your Company for the Financial Year ending March 31, 2025.

Report of Statutory Auditors

The Notes on Financial Statements of the Company referred to in the Auditors' Report (both Standalone and Consolidated) are self-explanatory and do not call for any further comments by the Board. The Auditors' Report (both Standalone and Consolidated) do not contain any qualification, reservation, adverse remark or disclaimer.

With regard to comments on Legal and other regulatory requirements:

• Item number 2 (a) of the Auditor's Report on Standalone Financial Statements and 2(b) of the Auditor's Report on Consolidated Financial Statements, the Board informs that necessary communication was sent to the vendors for intimation of their MSME status and their feedback is awaited and necessary steps will be taken thereafter as per the MSME Act 2006.

• Item number (vi) of the Auditor's Report on Standalone and Consolidated Financial Statements the Board informs that this has since been complied with in the Company's remaining units.

• Item number 2 (a) of the Auditor's Report on Consolidated Financial Statements, the Board informs that actuarial valuation of Gratuity and Leave encashment will be carried out for determining the liability in subsequent accounting period in respect of its wholly-owned subsidiary, Reengus Wires Private Limited.

Pursuant to the provisions of Section 143(12) of the Act, the Auditors have not reported any incident of fraud to the Central Government or the Audit Committee or the Board during the year under review.

Internal Auditors

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014 the Board has re-appointed, on the recommendation of the Audit Committee, M/s K.S. Bothra & Co, Chartered Accountants (FRN 304084E) as Internal Auditors of your Company to conduct Internal Audit of the functions and activities of your Company for the Financial Year 2024-2025.

Report of Internal Auditors

During the Financial Year 2023-2024, no material or serious observation has been received from the Internal Auditors of your Company for inadequacy or ineffectiveness of such internal controls.

Cost Auditors and their Reports Cost Auditors

The Company is required to maintain cost records as specified by the Central Government under subsection (1) of Section 148 of the Act and the rules framed thereunder, and accordingly, your Company has made and maintained such cost accounts and records.

Your Company has received written consent of the Cost Auditors that the appointment will be in accordance with the applicable provisions of the Act and the Rules framed thereunder.

In terms of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Amendment Rules, 2014 the Board of Directors of your Company, on the recommendation of the Audit Committee, has appointed M/s K. G. Goyal & Associates (FRN 000024) as Cost Auditors of your Company, with due information to the Central Government by way of filing the prescribed Form No CRA 2 on July 8, 2024, for conducting audit of cost records of your Company for the Financial Year 2024-2025, subject to ratification of their remuneration as approved by the Board on the recommendation of the Audit Committee, by the Members of the Company in its ensuing Annual General Meeting.

Members are requested to consider the ratification of the remuneration payable to M/s K.G. Goyal & Associates (FRN 000024) as set out in the Notice of the 76th AGM of your Company.

Report of Cost Auditors

For the Financial Year ending March 31, 2023, the due date of filing the Cost Audit Report submitted by M/s K.G. Goyal & Associates, Cost Auditors was October 31, 2023 which was filed with MCA on December 11, 2023 in XBRL mode.

Secretarial Auditors and their Report Secretarial Auditors

In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Manoj Prasad Shaw, Proprietor of M/s Manoj Shaw & Co., Practicing Company Secretary (FCS No 5517 C.P. No 4194) to conduct Secretarial Audit for the Financial Year 2024-2025.

Report of Secretarial Auditors

The Secretarial Audit Report for the Financial Year ended March 31, 2024 in the prescribed Form MR-3 is annexed herewith pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 marked as Annexure 'E' to this Report.

With reference to the comments of the Secretarial Auditor on appointment of two Independent Directors and filing of the proceedings of the 75th Annual General Meeting as raised by BSE and clarifications provided by the Company, the matter has been explained is the Secretarial Compliance Report mark as Annexure 'I'.

Further, in terms of the requirements under the Listing Regulations the Secretarial Audit Report of the Company's wholly-owned unlisted material subsidiary, Reengus Wires Private Limited is marked as Annexure 'F' to this Report, which does not contain any qualification, reservation, adverse remarks or disclaimer.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Central Government or the Audit Committee or the Board.

Annual Return

The Annual Return for Financial Year 2022-23 as per provisions of the Act and the Rules thereto, is available on the Company's website at www.rtspower.com and can be accessed under the head "Investor Relations".

Particulars of Loans given, investments made, guarantees given and securities provided

Your Company has neither given any Loan and Guarantee nor provided any security in terms of Section 186 of the Act.

The details of investments made by your Company during the Financial Year 2023-2024 are provided in Financial Statements of this Annual Report.

Key Financial Ratios

• The Current ratio has decreased mainly due to increase in current liabilities resulting in lower Current Ratio.

• The Debt Service Coverage Ratio has decreased due to Increase in borrowings resulting in lower Debt Service Coverage Ratio.

• Increase in inventory resulting in lower inventory turnover Ratio.

• Decrease in profitability resulting in lower Net Profit Ratio.

• Increase in trade receivable resulting in lower trade receivable turnover Ratio.

• Decrease in profitability resulting in lower Return on Net worth Ratio.

• The Company has experienced a significant increase in purchases, while maintaining a relatively similar level of creditors. This has resulted in a decrease in the trade payable turnover ratio.

• Significant increase in short term borrowings resulting in higher Debt Equity Ratio.

• Decrease in profitability resulting in decrease in Return on Capital Employed.

• Due to Market fluctuation Return on Investment shows a higher return.

Policy on Preservation of Documents

In accordance with Regulation 9 of the Listing Regulations, your Company has framed a Policy on Preservation of Documents, approved by the Board of Directors of your Company.

The Policy is intended to define preservation of documents and to provide guidance to the executives and employees working in the Company to make decisions that may have an impact on the operations of the Company. It not only covers the various aspects on preservation of the documents, but also the safe disposal/destruction of the documents. The essence of the Policy as clearly communicated to the employees is classifying the documents in atleast two categories as follows:

(a) documents whose preservation shall be permanent in nature;

(b) documents with preservation period of not less than eight years after completion of the relevant transactions; Provided that the listed entity may keep documents specified in clauses (a) and (b) in electronic mode.

The Policy has been uploaded on the Company's corporate website www.rtspower.com and can be accessed under the head "Investor Relations ".

Policy on Determination of Materiality for Disclosures and Archival Policy

In accordance with Regulation 30 of the Listing Regulations, your Company has framed a Policy on determination of materiality for disclosures, to disclose events or information which, in the opinion of the Board of Directors of the Company, are material.

Further your Company has an Archival Policy in line with the requirements of the Listing Regulations to ensure that information relating to the Company is adequately disclosed on its corporate website www. rtspower.com and can be accessed under the head "Investor Relations", as required by law.

Policy and Particulars of Related Party Transactions

All transactions entered into with the related parties during the Financial Year ended March 31, 2024 were in the ordinary course of business and on an arm's length basis and without any conflict of interest in accordance with the provisions of the Act and the Listing Regulations.

Moreover, there were no materially significant related party transactions during the Financial Year which were in conflict with the interest of the Company. During the year your Company has not entered into any contract/arrangement/transaction with any related parties which could be considered material in accordance with the Policy of the Company on materiality of the related party transactions. There being no 'material' related party transactions as defined under Regulation 23 of the Listing Regulations, no details need to be disclosed in Form AOC-2 in that regard.

All such contracts/arrangements/transactions with any related parties were placed before the Audit Committee and the Board, for their approval. Prior omnibus approval of the Audit Committee/ the Board is obtained on an annual basis, which is reviewed and updated on quarterly basis.

A Statement in summary form of transactions with related parties in the ordinary course of business has been periodically placed before the Audit Committee and the Board of Directors for its approval before entering into such transactions or making any amendment thereto during the year under review.

For the current Financial Year 2024-2025, the Audit Committee has given omnibus approval of related party transactions to be entered into by your Company on the basis of criteria laid down by it and approved by the Board of Directors.

The Audit Committee reviews on a quarterly basis the details of related party transactions entered into by the Company pursuant to each of the omnibus approval given by it. All such related party transactions for which omnibus approval has been given by the Audit Committee has also been subsequently approved by the Board for the current Financial Year 2023-2024.

In line with the amendments in SEBI (LODR) (Amendment) Regulations, 2018, during the year, the Policy was reviewed by the Board of Directors. The Policy for related party transactions has been uploaded on the Company's corporate website www.rtspower.com and can be accessed under the head "Investor Relations". The Policies on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's corporate website at the link www.rtspower.com and can be accessed under the head "Investor Relations".

Your Directors draw attention of the Members to Note No. 48 to the Financial Statements which sets out details of related party disclosures in compliance with sub-Section (2) of Section 188 of the Act along with the justification for entering with such contracts.

Subsidiary, Joint Venture and Associate Company

Your Company has one unlisted wholly owned subsidiary as on date, namely, Reengus Wires Private Limited (CIN: U36997WB2019PTC234547) which was incorporated on October 30, 2019.

There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act.

Your Company has prepared a Consolidated Financial Statement of the Company and its Wholly-owned Subsidiary, Reengus Wires Private Limited in the form and manner as that of its own, duly audited by M/s. Jain Shrimal & Co., the statutory auditors in compliance with the applicable accounting standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (hereinafter referred to as the 'Listing Regulations.').

The Consolidated Financial Statements for the year 2023-2024 form a part of the Annual Report and Accounts and shall be laid before the Members of the Company at the Annual General Meeting while laying its financial statements under sub-section (2) of Section 129 of the Act.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company's Subsidiary in Form AOC-1 is attached hereto marked as Annexure- 'K'.

Further pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate audited Accounts in respect of Subsidiary are available on the website of the Company at www.rtspower.com and can be accessed under the head 'Investor Relations'.

Your Company has one material subsidiary i.e. Reengus Wires Private Limited, whose income or net worth exceeds 10% of the consolidated income or net worth respectively, of the Company and its Subsidiary in the immediately preceding accounting year. As per Regulation 16 of the Listing Regulations, as amended, the Company has adopted the policy for determining 'material' subsidiaries.

Accordingly, a Policy on 'material subsidiaries' was formulated by the Audit Committee of the Board of Directors of the Company and the same is also posted on the Company's website and may be accessed at the link:. https://www.rtspower.com/policies/.

Particulars of Employees and Remuneration

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended by the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 (the Rules) are provided in Annexure 'G'.

Further, the information as required to be given pursuant to Rule 5(2) and 5(3) of the said Rules are not applicable to the Company and thus do not form a part of this Annual Report.

Audit Committee

The Audit Committee of the Board of Directors, constituted in terms of Regulation 18 of the Listing Regulations and Section 177 of the Act read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, has been functioning in your Company for a long time.

As on the close of business on March 31, 2024 the Audit Committee comprised of two Non-Executive Independent Directors, Mr. Jagabandhu Biswas and Mr. Devesh Kumar Agarwal and one Executive NonIndependent Director, Mr. Rajendra Bhutoria, Vice Chairman & Whole-time Director of your Company.

Mr. Jagabandhu Biswas (DIN 10274176) was appointed as the Chairman of the Committee by the Board of Directors in its Meeting held on 29th September, 2023.

Mr. Sardul Singh Jain, (immediate past Chairman of the Audit Committee and Stakeholders Relationship Committee) was unable to attend the Annual General meeting as he was indisposed. Therefore Mr. Rajendra Bhutoria, (Vice-Chairman and Whole-time Director and Chairman of Corporate Social Responsibility Committee), was appointed by the Board to Chair the Annual General Meeting of your Company held on September 18, 2023.

All the Members of the Committee are financially literate and have accounting or related financial management expertise.

The Company's Accounts personnel and representatives of the statutory Auditors as well as Internal Auditors are invitees in most of the Meetings of the Audit Committee.

Mr. Sandip Gupta, Company Secretary acts as the Secretary of the Committee.

All recommendations of the Audit Committee were duly accepted by the Board and there were no instances of any disagreements between the Committee and the Board.

Vigil Mechanism

A Vigil Mechanism, which also incorporates a Whistle Blower Policy in terms of the Listing Regulations, has been established for Directors, Employees and Stakeholders to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy or grievances in accordance with the provisions contained in Section 177 of the Act read with Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations. Such Vigil Mechanism provides for adequate safeguards against victimization of Directors, Employees and Stakeholders who avail of the Vigil Mechanism and also provides for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

The Audit Committee, as formed above, oversees the Vigil Mechanism and should any of the Members of the Committee have a conflict of interest in a given case, they should recuse themselves and the others on the Audit Committee would deal with the matter on hand.

Details in this regard have been disclosed in the Company's corporate website www.rtspower.com and can be accessed under the head "Investor Relations".

Corporate Social Responsibility Policy

In accordance with Section 135 of the Act and the Rules made thereunder your Company has in place a Corporate Social Responsibility Policy in line with Schedule VII of the Act as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.The annual Report on CSR Activities is furnished in "Annexure H" forming part of this Director's Report.

The CSR Policy has been hosted in the Company's website at the link www.rtspower.com and can be accessed under the head "Investor Relations".

Risk Management Policy

Keeping in view of the nature of industry in which your Company is engaged, your Company has all along been conscious of the risks associated with the nature of its business. Senior Management personnel carry out risk identification, risk assessment, risk treatment and risk minimization procedures for all functions of the Company, which are periodically reviewed on an ongoing basis by the Audit Committee and the Board Members are informed about all these from time to time to ensure that executive management controls risk through means of a properly defined framework. The Board of Directors is overall responsible for framing, implementing and monitoring the Company's systems for risk management.

The Board of Directors also oversees that all the risks that the organization faces such as strategic, financial, credit, marketing, liquidity, security, property, goodwill, IT, legal, regulatory, reputational and other risks have been identified and assessed and executive management keeps a vigil on such risks so that it can be addressed properly as soon as possibility of occurrence of any one of such risks arises.

Compliance with Secretarial Standards on Board and General Meetings

Your Company has in place proper systems and processes to ensure compliance with the provisions of the applicable Secretarial Standards on Board and General Meetings issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

Adequacy of Internal Financial Controls with reference to the Financial Statements

Your Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2024, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Your Company's internal control structure showed no reportable material weakness.

Significant and material orders passed by Regulators or Courts or Tribunal

There has been no significant and/or material orders have been passed by Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status of your Company and its business operations in future.

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the Company. The Company has in place 'Policy for Prevention and Redressal of Sexual Harassment' in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred as "the said Act") and Rules made there under.

Your Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the said Act.

Your Directors state that during the year under review, there was no case filed pursuant to the said Act.

Green Initiatives

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copies of the Notice of 76th Annual General Meeting of your Company will be sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s). For Members who have not registered their e-mail addresses, physical copies will be sent through the permitted mode.

Other Disclosure

There was no application made or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

Acknowledgement

Your Directors wish to place on record their deep sense of appreciation for the committed services by all the employees of your Company. They have displayed commendable sincerity in rallying together as a great team.