Your Directors have pleasure in presenting the 77th Annual Report on the business and operations of your
Company together with the audited Financial Statements for the year ended March 31, 2025

Financial Results and State of Affair {? In Lakhs)

Company's Performance
Standalone:

The operational performance of your Company shows an increase this year as compared to the Financial
Year 2023-24.

This year's EBITDA stands at Rs. 8.88 Crores as against Rs. 10.52 Crores in the previous year.

Net Revenue from Operations for the year is Rs. 113.93 Crores as compared to Rs. 57.46 Crores in the
previous year resulting in an increase of 98.28 %.

The Net Profit of the Company has marginally increased to Rs. 4.47 Crores as against Rs. 4.43 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. 4.54 Crores this financial year. These Other Incomes continue to cushion the Company's profitability
in good times and bad.

There has been a significant increase in the revenue from operations at both the standalone as well as
the consolidated level, however, due to various cost pressures, this has not lead to a significant increase
in the profitability levels

Consolidated:

The consolidated revenue of your Company has increased to Rs. 201.15 Crores in the current year from Rs.
140.46 Crores in the previous year. Moving forward your Company expects revenue to increase further as
capacity enhancement of its Wholly Owned Subsidiary, Reengus Wires Private Limited goes up.

The Net Profit of your Company on a consolidated basis decreased from Rs. 4.13 Crores to Rs. 3.51 Crores
mainly due to increase in cost of raw materials .

Wholly Owned Subsidiary- Reengus Wires Private Limited

This Wholly Owned Subsidiary of your Company is engaged in the manufacture of Gl 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 Gl wire and strip industry is a vital part of the broader metal and steel wire industry, experiencing
growth due to its applications in construction, manufacturing, and infrastructure. Galvanized iron (Gl)
wires, known for their rust and corrosion resistance, are widely used in fencing, binding, and reinforcing,
while Gl strips find applications in earthing and other industrial purposes.

The industry is propelled by increasing demand from the construction sector, particularly for high-strength
steel in building and infrastructure 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. 86.07 crores in FY 2023-24 to Rs. 89.85 crores in FY
2024-25. Going forward, the Company expects this revenue to increase in the future.

The Company is both EBIDTA positive and cash profit making. Due to IND AS adjustment of Rs,2.23 crores
towards Debenture interest, the profitability would have been higher to that extent. 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 increased marginally from Rs. 0.64 Crores in the Previous FY 2023-24 to
Rs. 0.79 Crores in this FY 2024-25.

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 Rs. 4.57 Crores for expansion
and further growth of your Company and, therefore, has not recommended payment of any Dividend.

Transfer to Reserves

The Board of Directors has proposed to transfer the entire amount of profits amounting to Rs.4.57 Crores
to Reserves (Retained Earnings) during the financial year ended March 31^M 2025.

Future Outlook

Overall, the transformer industry is poised for continued growth, with a strong focus on renewable energy
integration, smart grid development, and modernization of existing infrastructure. Companies that
can offer cost-effecbve, efficient, and sustainable solutions will be well-positioned to capitalize on the
opportunities in this dynamic market.

Share Capital

Your Company has a Paid up Share Capital of t 9.17 Crores as on March 31, 2025.

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

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

Credit Rating

Infomerics Valuation and Rating Pvt Ltd, vide its Press Release dated 13“ November, 2024 has assigned
long term rating of BB with a stable outlook and short term rating of A4 for bank facilities of the
Company.

Energy Conservation, Technology Absorption & Foreign Exchange Earnings and Outgo

The information on the conservation of energy, technology absorption and foreign exchange earnings and
outgo as required under Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 is given in Annexure - A attached to the Report

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, 2025 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 ("the Act").

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

There was no change of Directors of your Company during the Financial Year 2024-25 under review.

However, the following changes took place after the end of the Financial Year 2024-25 but upto the date
of this Report:

Re-Appointment of Mr. Siddharth Bhutoria (DIN 00609233) as Whole-time Director of the Company for a
further period of 5 (five) years with effect from July 15, 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(l)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations 2015 (hereinafter referred to as "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(l)(b) and 25(8) of the Listing Regulations, confirming
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 Act and the Articles of Association of the Company Mr. Rajendra Bhutoria
(DIN: 00013637), Director of your Company, will retire by rotation at the forthcoming Annual General

Meeting and, being eligible, offers himself for re-appointment.

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

(d) Meetings of the Board and its Committees

The Board met eleven times during the year under review. The intervening gaps between the Meetings
were 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 B) forming part of this Annual Report 2024-25.

(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 30^,r May, 2024 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
forevaluation 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 30, 2024, 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 at its Meeting held on 29*¹
March, 2025 has carried out an annual evaluation of its own performance, of each Board Member
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 Independent Directors) - 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, 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":

a. Policy for selection of Directors and determining Directors' independence; and

b. 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:

(i) in the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable
Accounting Standards have been followed and there are no material departures from the same;

(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 March 31, 2025 and of the Profit of the Company for the year
ended on that date;

(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 of the Company on a 'going concern' basis ;

(v) 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

(vi) 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
dudes 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 formal letters 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 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- 'B'.

All Board Members and Senior Management Personnel have affirmed compliance with the Code of
Conduct for the Financial Year 2024-25. 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 the Listing Regulations a Report on Management Discussion
and Analysis is also attached herewith marked as Annexure -'E'.

Deposits

During the year under review, your Company has not accepted any Deposit within the meaning of Sections
73 and 76 of the Act 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, 2025.

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 fora 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 19, 2024 (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 I EPF 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 IEPF-5 and
sending a physical copy of the Form IEPF-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 I EPF-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, 2026 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, 2026.

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.

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 and their Report
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 2025-2026.

Report of Internal Auditors

During the Financial Year 2024-2025, 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 sub¬
section (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 June 2, 2025, for conducting audit of cost records of your Company for the
Financial Year 2025-2026, 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 77^il AGM of your Company.

Report of Cost Auditors

For the Financial Year ending March 31, 2024, the due date of filing the Cost Audit Report submitted by
M/s K.G. Goyal & Associates, Cost Auditors was October 31, 2024 which was filed with MCA on December
30, 2024 in XBRL mode.

Secretarial Auditors and their Report
Secretarial Auditors

Pursuant to the provisions of Sections 179 and 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, read with Regulation 24A of the Listing Regulations,
the Board of Directors, on the recommendation of the Audit Committee, had appointed Mr. Manoj Prasad
Shaw, Proprietor of M/s Manoj Shaw & Co., Practicing Company Secretary, as the Secretarial Auditor of
the Company for the financial year 2025.

Further, pursuant to amended Regulation 24A of the Listing Regulations, and subject to your approval
being sought at the ensuing Annual General Meeting, the Board of Directors, on the recommendation
of the Audit Committee, has appointed Mr. Manoj Prasad Shaw, Proprietor of M/s Manoj Shaw & Co.,
Practicing Company Secretary (FCS No 5517 C.P. No 4194) (Peer Review Certificate No. 1243/2021), as the
Secretarial Auditor of the Company for a continuous term of five (5) financial years commencing from FY
2025-26 to FY 2029-30.

This appointment is in compliance with the SEBI (LODR) (Third Amendment) Regulations, 2024, which
mandates the appointment of a Secretarial Auditor for a fixed term of five years for all listed entities,
effective from April 1, 2025.

Report of Secretarial Auditors

The Secretarial Audit Report for the Financial Year ended March 31, 2025 in the prescribed Form MR-3 is
annexed herewith pursuant to Section 204(1) of the Act, 2013 and Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 marked as Annexure 'F' to this Report, which
does not contain any qualification, reservation, adverse remarks or disclaimer.

In terms of the requirements u nder the Listing Regulations the Secretarial Audit Report of the Company's
wholly-owned unlisted material subsidiary, Reengus Wires Private Limited is marked as Annexure 'G' 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 2023-24 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 or 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 2024-2025 are provided in
Financial Statements of this Annual Report.

Key Financial Ratios

In accordance with SEBI (Listing Obligations & Disclosure Requirements) (Amendment) Regulations, 2018,
the Company is required to give details of significant changes (i.e. change of 25% or more as compared to
the immediately previous Financial Year) in key sector-specific financial ratios including Debtors Turnover,
Inventory Turnover, Debt Service Coverage Ratio, Current Ratio, Debt Equity Ratio, and Net Profit Margin
(%) and details of any change in Return on Net Worth as compared to the immediately previous Financial
Year.

• 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.

• Increase in Revenue from Operations resulting higher net capital turnover ratio..

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 at least 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

The Company has a robust process for approval of Related Party Transactions (RPT) and dealing with
the Related Parties. In line with the requirements of the Act and the Listing Regulations, the Company
has formulated a Policy on Materiality of Related Party Transaction & Dealing with Related Party
Transactions (RPT Policy) which is also available on the Company's website.

The RPT Policy intends to ensure that proper reporting, approval and disclosure processes are in place
for all transactions between the Company and its related parties. During the year, the Board approved
amendment to the RPT Policy at its meeting on 29th May, 2025, based on the Audit Committee's
recommendation. These changes were made to incorporate the amendments to the Listing Regulations.

All Related Party Transactions (RPT) and subsequent material modifications are placed before the Audit
Committee for its review and approval. Prior omnibus approval is obtained for RPT which are of repetitive
nature and / or entered in the ordinary course of business and are at arm's length. All RPT are subjected
to independent review by a reputed accounting firm to establish compliance with the requirements under
the Act, and Listing Regulations. All RPT entered during the year were in ordinary course of the business
and at arm's length basis.

At the 74th AGM, the Shareholders had approved entering into and/or continuing with Material Related
Party Transactions/ contracts/arrangements/ agreements with Reengus Wires Private Limited, wholly
owned subsidiary, and a Related Party within the meaning of Section 2(76) of the Act, and Regulation 2(1)
(zb) of the Listing Regulations for granting of loan/ guarantee up to an amount not exceeding ^100 crores.

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

Details of 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 having its Registered
Office at 56, N.S. Road, Kolkata. The principal business of the Subsidiary Company is manufacture of Gl
Wires and strips.

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- 'H'.

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

Highlights of the performance of Subsidiary:

The total revenue from the operation of Reengus Wires Private Limited (subsidiary) during the year under
review is Rs. 8985 Lakhs (previous year Rs.8607 Lakhs) and the net loss is Rs.79.44 Lakhs previous year
Rs.64.18 Lakhs)

Report on highlights on performance of Subsidiary and its contribution to overall performance of the

Company during the period under review:

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, the
Listing Regulations and the Act.

The Consolidated Financial Statements for the year 2024-2025 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.

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 T.

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 longtime.

As on the close of business on March 31, 2025 the Audit Committee comprised of two Non-Executive
Independent Directors, Mr. Jagabandhu Biswas and Mr. Devesh Kumar Agarwal and one Executive Non¬
Independent 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 29'^h September, 2023. He was appointed by the Board to Chair the Annual
General Meeting held on September 19, 2024.

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 J "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 31,2025, 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:

(i) Number of complaints of sexual harassment was received during the year: NIL

(ii) Number of complaints disposed off during the year- NIL

(iii) Number of cases pending for more than 90 days- NIL

Subsequently, a complaint was received on 24" April, 2025 pursuant to the said Act. The matter was
promptly investigated and was satisfactorily resolved on 28" April, 2025. There was no material financial
impact arising from the said complaint to your company.

Maternity Benefit Provided by the Company under Maternity Benefit Act 1961

Even though the Company had Women employees during the year under review, there was no case where
Maternity benefit had to be provided.

However, the Company remains committed to providing Maternity Benefit as and when the same arises.
Gender-wise composition of employees

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the
gender composition of its workforce as on 31^K March 2025:

Male employees - 44
Female employees - 3
Transgender employees - NIL
Downstream Investment

The Company neither has any Foreign Direct Investment (FDI) nor has invested as any Downstream
Investment in any other Company in India.

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 77" Annual General Meeting of your Company will be sent to all
Members whose e-mail addresses are registered with the Company/ Depository Participant(s).

Details of application made or any proceeding pending under the Insolvency under the Insolvency and
Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year

During the year under review and till the date of the Report, the Company has neither made any
application against anyone nor any proceedings were pending against your Company under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016)

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.

They would also like to place on record their whole-hearted appreciation for the continued and unstinted
co-operation and support received by your Company during the year under review from Bankers, State
Electricity Boards, Government and Semi Government Authorities, Power Utilities, other customers,
vendors and Shareholders.

For and on behalf of the Board of Director

Registered Office:

56, Netaji Subhas Road

2^,d Floor Jagabandhu Biswas

Kolkata- 700001 CHAIRMAN

Dated: 14.08.2025 DIN: 10274176