Your Directors have pleasure in presenting the 56^th Annual Report on the business and operations of the Company
together with the Audited Accounts for the financial year ended 31^st March, 2025.

FINANCIAL RESULTS AND OPERATIONS

FINANCIAL PERFORMANCE
STANDALONE

During the financial year 2024-25, your Company
reported total revenue of ' 8824.81 Lakhs as against
' 6955.04 Lakhs last year thereby reporting a growth of
26.88 % on yearly basis. Earnings before Interest, Tax
and Depreciation and Amortization (EBITDA) for the year
increased by 14.39% to ' 1139.43 Lakhs as compared
to ' 996.13 Lakhs last year. Net Profits of the Company
increased by 4.02% during the year to ' 827.65 Lakhs as
against ' 795.70 Lakhs last year.

CONSOLIDATED

During the financial year 2024-25, your Company
reported total revenue of ' 8825.02 Lakhs as against
' 6869.61 Lakhs last year thereby reporting a growth of
28.47 % on yearly basis. Earnings before Interest, Tax
and Depreciation and Amortisation (EBITDA) for the year
increased by 13.01 % at ' 1117.48 Lakhs as compared
to ' 988.87 Lakhs last year. Net Profits for the year
increased by 8.50 % during the year to ' 762.57 Lakhs as
against ' 702.86 Lakhs last year.

The consolidated financial statements of the Company
and its subsidiaries for FY25 have been prepared in
compliance with the applicable provisions of the Act
and as stipulated under Regulation 33 of SEBI Listing
Regulations as well as in accordance with the Indian
Accounting Standards notified under the Companies
(Indian Accounting Standards) Rules, 2015. The audited
consolidated financial statements together with the
Independent Auditor's Report thereon forms part of
this Annual Report. Pursuant to Section 129(3) of the
Act, a statement containing the salient features of the

Financial Statement of the subsidiary companies is
attached to the Financial Statement in Form AOC-1.

There are no material changes or commitments
affecting the financial position of the Company which
have occurred between the end of the financial year and
the date of the report.

BRIEF HIGHLIGHTS OF BUSINESSES OF
SUBSIDIARY COMPANY

VISICON POWER ELECTRONICS PRIVATE LIMITED

Visicon Power Electronics Private Limited is into the
business of Silicon Carbide (SiC) wafers and power
electronic devices through Epitaxial process.

The total revenue of Visicon Power Electronics Private
Limited for the Financial year was ? 0.22 Lacs and the
Company incurred Net Loss of ?65.08 Lacs during the
said period.

DIVIDEND

Your Directors are pleased to recommend a Dividend
of ' 2/- per equity share of face value of ' 10/- each,
(i.e. ' 0.20/- per equity share of face value of ' 2/- each
considering ex-bonus and post stock split corporate
action) for the financial year ended 31^st March, 2025.

The said dividend on equity shares is subject to the
approval of the shareholders at the ensuing Annual
General Meeting of the Company. If approved, the total
dividend payout would result in cash outflow of ' 153.47
Lakhs for the financial year 2024-25.

BONUS ISSUE

The Board at its meeting held on 29^th May, 2025
recommended issue of Bonus Equity Shares in the
proportion of 1:1 i.e. 1 (One) Equity share of ? 10/- each

fully paid up for every 1 (One) existing fully paid up
equity share of f 10/- each held by the shareholders of
the Company as on record date subject to the approval
of shareholders by way of Postal Ballot. The said issue
of bonus shares shall be undertaken by capitalization of
sums standing to the credit of the Capital Redemption
Reserve and/or Securities premium account of
the Company.

SUB-DIVISION OF EQUITY SHARES OF THE
COMPANY

With a view to enhance liquidity of the Company's Equity
Shares and to encourage participation of small investors
by making Equity Shares of the Company more attractive
to invest, the Board of Directors of the Company at
their meeting held on 29^th May, 2025, considered and
approved, the sub-division of the existing Equity Shares
of the Company such that 1 (One) existing Equity Share
having face value of f 10/- (Rupees Ten only) each fully
paid-up be sub-divided into 5 (Five) equity shares having
face value of f 2/- (Rupees Two only) each, fully paid up,
ranking pari-passu with each other in all respects with
effect from the record date, subject to the approval of
shareholders by way of Postal Ballot.

TRANSFER TO RESERVES

During the year under review, no amount of profits was
transferred to General Reserve.

EQUITY SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2025
was ' 7,67,37,250/-. During the year under review, the
Company has not issued any shares with differential
voting rights nor has granted any stock options or
sweat equity and does not have any scheme to fund its
employees to purchase the shares of the Company.

ISSUE OF EQUITY SHARES UPON CONVERSION
PREFERENTIAL WARRANTS INTO EQUITY SHARES

The Company has allotted 7,16,485 Equity Shares to
Institutional Investors upon conversion of 7,16,485
Preferential Warrants into Equity Shares of f10/- each
fully paid up. The Company has received aggregate
consideration of f6125.95 Lakhs from the Institutional
Investors towards issue of preferential warrants.

As on the date of this report 2,83,515 Preferential
warrants are pending conversion, subject to receipt of
balance consideration of ' 641.25/- per warrant (being
75% of the issue price per warrant) from the allottee to
exercise conversion option against each such warrant.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of
the Act read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 and the Articles
of Association of the Company, Mrs. Bhavna H. Mehta,
Director of the Company, will retire by rotation and being

eligible, offers herself for re-appointment. The Board
recommends her re-appointment for the consideration
of the members of the Company at the ensuing Annual
General Meeting.

The Board at its meeting held on 14^th November, 2024,
appointed Mr. Rajiv Kisan Choksey (DIN: 00191019) and
further in its meeting held on 29^th May, 2025, appointed
Dr. Harshad Mehta (DIN : 11173572) as an Additional
Director of the Company pursuant to Section 161 of the
Act and Article 147 of the Articles of Association of the
Company.

Mr. Rajiv Kisan Choksey (DIN: 00191019) was appointed
as an Additional Director under the category of Non¬
Executive, Non-Independent Director, subject to the
approval of members. Mr. Rajiv Kisan Choksey holds
office as an Additional Director, till the conclusion of the
ensuing 56^th Annual General Meeting of the Company. A
notice under Section 160 of the Act, has been received
from a member nominating the candidature of Mr. Rajiv
Kisan Choksey for appointment as Non-Executive, Non¬
Independent Director of the Company. The nomination
and remuneration committee and the Board have
considered and recommended to the members for
appointment of Mr. Rajiv Kisan Choksey as Non¬
Executive, Non-Independent Director and a resolution
seeking shareholder's approval for his appointment
forms part of the Notice of the ensuing 56^th AGM.

Dr. Harshad Mehta (DIN : 11173572) was appointed
as an Additional Director under the category of Non¬
Executive, Non-Independent Director, subject to the
approval of members. Dr. Harshad Mehta holds office as
an Additional Director, till the conclusion of the ensuing
56^th Annual General Meeting of the Company. A notice
under Section 160 of the Act, has been received from
a member nominating the candidature of Dr. Harshad
Mehta for appointment as Non-Executive, Non¬
Independent Director of the Company. The nomination
and remuneration committee and the Board have
considered and recommended to the members for
appointment of Dr. Harshad Mehta as Non-Executive,
Non-Independent Director and a resolution seeking
shareholder's approval for his appointment forms part
of the Notice of the ensuing 56^th AGM.

Mr. N. Ramesh Kumar (Din No. 08257872) Non-Executive,
Non-Independent Director resigned w.e.f. 29^th May, 2025
due to pre-occupation and personal reasons. The Board
records its appreciation for the valuable contribution
made by Mr. N. Ramesh Kumar during his tenure of
Directorship with the Company.

The Company has received declarations from all the
Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed
under the Act read with the Schedules and Rules
issued thereunder as well as Regulation 16(1 )(b) of SEBI
Listing Regulations.

Mrs. Bhavna H. Mehta - Managing Director,
Mr. Ramesh Trasi - C.E.O. and C.F.O. and Mr. Bhavin P.
Rambhia - Company Secretary are the Key Managerial
Personnel of your Company in accordance with the
provisions of Section 2(51), 203 of the Act read with
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (including any
statutory modification(s) or re-enactment(s) for the time
being in force).

The Company has devised a policy for performance
evaluation of Independent Directors, Board, Committees
and other individual Directors which includes criteria
for performance evaluation of Independent and Non¬
Independent Directors. The board expressed their
satisfaction with the evaluation process.

PUBLIC DEPOSITS

During the year under review, your Company has not
accepted any deposits within the meaning of Section 73
and 74 of the Act read with the Companies (Acceptance
of Deposits) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) for the time being in
force).

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

During the period under review, your Company has
given a loan of ' 77.02 Lakhs to Visicon Power Electronics
Private Limited, a wholly owned subsidiary company.
Your Company has not granted any guarantee.

The Company has invested an amount of ' 210.38 Lacs
in the equity capital of Visicon Power Electronics Private
Limited. The particulars of loans and investments
covered under the provisions of Section 186 of the Act
have been disclosed in the financial statements. On
29^th May, 2025, the Board of Directors have approved
proposal for selling 100% stake in Visicon Power
Electronics Private Limited to Silicon Power Corporation,
U.S.A.

AUDITORS

(1) Statutory Auditors :

M/s. Kirtane & Pandit LLP Chartered Accountants,
Mumbai (Firm Regn. No. 105215W/W100057) have
been re-appointed as the Statutory Auditors of
the Company at the 55^th Annual General Meeting
(AGM) of the Shareholders of the Company held
on Monday, 30^th September, 2024, pursuant to
Sections 139 to 144 of the Act and Rules 3 to 6 of
the Companies (Audit and Auditors) Rules, 2014,
for a term of 5 (five) years, to hold office from the
conclusion of the 55^th AGM, till the conclusion
of the 60^th AGM. Pursuant to the amendments
made to Section 139 of the Act by the Companies
(Amendment) Act, 2017, effective from May 7,
2018, the reauirement of seeking ratification of

the Members for the appointment of the Statutory
Auditors was withdrawn from the Act. Therefore,
the approval of the Members for continuation of
their appointment at this AGM is not being sought.

(2) Secretarial Auditors :

Pursuant to the provisions of Section 204 of
the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 and amended Regulation 24A of the SEBI
Listing Regulations, the Board has based on the
recommendation of Audit Committee approved
appointment of M/s. Neetu Agrawal & Co., a peer
reviewed firm of Company Secretaries in Practice
(C.P. No. 9272) as Secretarial Auditor of the
Company for a period of five years, i.e., from April
1, 2025 to March 31, 2030, subject to approval of
the Shareholders of the Company at the ensuing
AGM. The Report of the Secretarial Auditor for
FY25 is annexed herewith as Annexure IV to the
Directors Report.

The Auditors Report and the Secretarial Audit
Report for the financial year ended 31^st March,
2025 do not contain any qualification, reservation,
adverse remark or disclaimer.

ANNUAL RETURN

In accordance with Section 92(3) of the Act, and Rule 12 of
the Companies (Management and Administration) Rules,

2014, the Annual Return of the Company is available on
the company's website at https://www.rirpowersemi.
com/financial-reports/annual-financial-reports

RELATED PARTY TRANSACTIONS

In terms of Regulation 23(1) of SEBI Listing Regulations,

2015, transaction with a related party shall be considered
material, if the transaction(s) to be entered into
individually or taken together with previous transactions
during a financial year, exceeds rupees one thousand
crore or ten per cent of the annual consolidated turnover
of the listed entity as per the last audited financial
statements of the listed entity, whichever is lower.

Material Related Party Transactions with
SiCamore Semiconductor Inc. (SiCamore), U.S.A.

The Company sought approval of shareholders for
entering into Related Party Transaction. The details are
provided hereunder:

The aforesaid transaction was approved by the
shareholders (excluding promoter and promoter group
and all related party) at the Annual General Meeting held
on 30^th September, 2024. The resolution was approved
with requisite majority i.e., 99.88%. The transactions are
permitted to be carried out from the date of approval in
AGM i.e., 30^th September, 2024.

Disclosure in Form AOC-2, pursuant to the provisions
of Sections 134 and 188 of the Act for material related
party transactions, is annexed as Annexure II and
forms an integral part of this Report. Further, all related
party transactions have been disclosed in the notes to
the financial statements. There were no Related Party
Transactions that have any conflict of interest.

RISK MANAGEMENT

The Company has in place adequate risk management
system which takes care of risk identification, assessment
and mitigation. Your Company has adopted a Risk
Management Policy which establishes various levels of
accountability and overview within the Company, while
vesting identified managers with responsibility for
each significant risk. The risk management framework
defines the risk management approach of the Company
and includes periodic review of such risks and also
documentation, mitigating controls and reporting
mechanism of such risks.

There are no risks which in the opinion of the Board
threatens the existence of your Company. However,
some of the risks which may pose challenges are set
out in the Management Discussion and Analysis which
forms part of this report.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company has an effective internal control and risk-
mitigation system, which are constantly assessed and
strengthened with new/revised standard operating
procedures. The Company's internal control system
is commensurate with its size, scale and complexities
of its operations. The internal and operational audit
is entrusted to M/s. Bhandarkar & Kale, Chartered
Accountants. The main thrust of internal audit is to test
and review controls, appraisals of risks and business
processes, besides benchmarking controls with best
practices in the industry.

The Audit Committee of the Board of Directors
actively reviews the adequacy and effectiveness of the
internal control systems and suggests improvements
to strengthen the same. The Audit Committee of the
Board, Statutory Auditors and the Business Heads are
periodically appraised of the internal audit findings
and corrective action taken. Audit plays a key role in
providing assurance to the Board of Directors. Significant
audit observations and corrective actions taken by the
management are presented to the Audit Committee of
the Board.

NOMINATION AND REMUNERATION POLICY

A Committee of the Board named as "Nomination and
Remuneration Committee" has been constituted to
comply with the provisions of Section 178 of the Act and
to recommend a policy of the Company on Directors'
appointment and remuneration, including criteria
for determining qualifications, positive attributes,
independence of a director and other matters and to
frame proper systems for identification, appointment
of Directors & KMPs, payment of remuneration to them
and evaluation of their performance and to recommend
the same to the Board from time to time.

BOARD AND COMMITTEE MEETINGS

Six meetings of the board were convened and held
during the year.

The Board has constituted an Audit Committee with
Mr. Kaushal M. Mehta as Chairman and Mr. N. Ramesh
Kumar and Dr. Madhav Manjrekar as members. After
cessation of Directorship of Mr. N. Ramesh Kumar,
Dr. Harshad Mehta has been appointed as a member of
the committee.

There has not been any instance during the year when
recommendations of the Audit Committee were not
accepted by the Board.

DIRECTORS' RESPONSIBILTY STATEMENT

In terms of Section 134 (5) of the Act, the directors of
your Company confirm that :

i) in the preparation of the annual accounts for
the financial year ended 31^st March, 2025, the
applicable accounting standards have been
followed along with proper explanation relating to
material departures;

ii) 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 31^st March, 2025 and of the
profit of the Company for the financial year ended
31^st March, 2025;

iii) 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;

iv) the directors have prepared the annual accounts on
a going concern basis;

v) 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; and

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Act read
with the Companies (Corporate Social Responsibility)
Rules, 2014, as the amount to be spend on CSR activities
does not exceed ?50 Lakhs, hence CSR committee
has not been constituted and the function of such
committee is being discharged by the board of directors
of the company.

As part of its initiatives under CSR, the Company has
identified various projects / activities in accordance with
Schedule VII of the Act.

The details of CSR activities undertaken during the
financial year 2024-25, as required under Rule 8 of the
Companies (Corporate Social Responsibility) Rules,
2014, are annexed as Annexure - III and forms part of
this report.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of
environmentally clean and safe operations. The
Company's policy requires conduct of operations in
such a manner, so as to ensure safety of all concerned,
compliances of environmental regulations and
preservation of natural resources.

As required by the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013, the Company has formulated and implemented a
policy on prevention of sexual harassment at workplace
with a mechanism of lodging complaints. The Policy
aims to provide protection to female employees at
the workplace and prevent and redress complaints
of sexual harassment and for matters connected or
incidental thereto, with the objective of providing
a safe working environment, where employees feel
secure. The Company has also constituted an Internal
Complaints Committee to inquire into complaints of
sexual harassment and recommend appropriate action.

During the year under review, no complaints were
reported to the Board.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy,
to provide a formal mechanism to the Directors and
employees to report their concerns about unethical
behaviour, actual or suspected fraud or violation of the
Company's Code of Conduct or ethics policy. The Policy
provides for adequate safeguards against victimization
of employees who avail of the mechanism and also
provides for direct access to the Chairman of the Audit
Committee. It is affirmed that no personnel of the
Company has been denied access to the Audit Committee.

OTHER DISCLSOURES

During the year under review:

• no significant and material orders were passed by
the regulators or courts or tribunals impacting the
going concern status of the Company and or its
operations in future;

• no proceedings are made or pending under the
Insolvency and Bankruptcy Code, 2016 and there is
no instance of one-time settlement with any Bank or
Financial Institution;

• the requirement to disclose the details of the
difference between the amount of the valuation
done at the time of one-time settlement and the
valuation done while taking a loan from the Banks
or Financial Institutions along with the reasons
thereof, is not applicable;

• no shares with differential voting rights and sweat
equity shares have been issued;

• there has been no change in the nature of business
of the Company.

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

The information under Section 134 (3)(m) of the Act read
with Rule 8 (3) of the Companies (Accounts) Rules, 2014
for the year ended 31^st March, 2025 is given below and
forms part of the Director's Report.

(a) Conservation of Energy :

(i) Steps taken or impact on conservation
of energy:

1. Adequate steps for energy conservation,
power factor improvement have been
taken wherever feasible.

2. For effective treatment of effluents the
Company has constructed an effluent
treatment plant. Waste water generated
from manufacturing process is treated/
recycled at Effluent Treatment Plant
and used for internal consumption
and plantation.

3. There is adequate provision for the
treatment of fumes resulting from the use
of Sulphuric, Nitric, Hydrofluoric and other
acids required for production.

4. Replacement of the conventional light
fittings with LED lighting has resulted in
lower power consumption for lighting.

(ii) Steps taken by the Company for utilizing
alternative source of energy :

The Company has installed 10Kva three
phase Roof Top Solar Panels at Baska Factory

alongwith with online Inverter based system as
an alternate means of power and to encourage
energy conservation. This solar power plant
is based on SPV (Solar Photovoltaic Cells)
connected to grid.

(iii) Capital Investment on energy conservation
equipments :

The Company continuously makes investments
in its facility for better maintenance and
safety of the operations. The Company has
undertaken efforts to rectify the shortfalls
in the existing facilities in order to reduce
the energy consumption by setting up
efficient facilities.

(b) Technology Absorption

(i) Efforts made towards technology absorption
and benefits derived like product improvement,
cost reduction, product development or import
substitution :

The Company has received complete technical
know how for Silicon Rectifiers and Silicon
Controlled Rectifiers upto 30 mm devices
from M/s. International Rectifier Corporation,
California, U.S.A. The erstwhile Orient
Semiconductors Pvt. Ltd., now amalgamated
with the Company, received technical know
how from Silicon Power Corporation, U.S.A. (an
ex. General Electric facility) for manufacturing
semiconductor devices upto 125 mm.

Efforts towards technology absorption include
continued efforts for process improvements
and improved product types/ designs in order
to improve the efficiency, productivity and
profitability of the Company.

(ii) Information regarding technology imported,
during last 3 years : 4194.98 (Fy 2024-25)
Previous 2 years - NIL

(iii) Expenditure incurred on Research and
Development : Nil

(c) Foreign Exchange Earnings and Outgo

(i) Foreign Exchange earned during the year -
' 1613.96 Lacs

(ii) Outgo of Foreign Exchange during the year -
' 2957.05 Lacs

PARTICULARS OF EMPLOYEES

In terms of Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Company does not have any employee who is
employed throughout the financial year and in receipt of
remuneration of ' 120 Lacs or more, or employees who
are employed for part of the year and in receipt of ' 8.50
Lacs or more per month.

The information required pursuant to Section 197
read with rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the
reports and accounts are being sent to the members and
others entitled thereto, excluding the information on
employees' particulars which is available for inspection
by the members at the Registered office of the company
during business hours on working days of the Company
up to the date of forthcoming Annual General Meeting.
If any member is interested in inspecting the same, such
member may write to the company secretary in advance.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report forms
an integral part of this report and gives details of the
overall industry structure, economic developments,
performance and state of affairs of your Company's
businesses and other material developments during the
financial year 2024-25.

CORPORATE GOVERNANCE REPORT

The Company has complied with the corporate
governance requirements under the Companies Act,
2013 and the SEBI Listing Regulations 2015. A separate
section on corporate governance, along with a certificate
from the Practising Company Secretary confirming
compliance is annexed and forms part of this Report.

ACKNOWLEDGEMENTS

The Board wishes to place on record its sincere
appreciation for assistance and co-operation received
from customers, bankers, regulatory and government
authorities during the year. The Directors express their
gratitude to the shareholders for reposing their faith
and confidence in the Company. The directors also
acknowledge the contribution made by the Company's
employees at all levels. Our consistent growth was made
possible by their hard work, solidarity and support.

For and on behalf of the Board of Directors

Place : Mumbai Bhavna H. Mehta

Date : 29^th May, 2025 Chairperson