To,

The Members,

RASHI PERIPHERALS LIMITED

The Directors have pleasure in presenting the Thirty-Sixth Annual Report together with the Audited Financial Statements of the Company for the financial year ended on March 31, 2025.

The summary of financial performance of the Company for the year under review is given below:

( in Million)

Revenue from operations for the financial year ended March 31, 2025 was 1,32,578.07 Million ( 1,07,309.95 Million in

FY 2023-24), an increase of 23.55% over the previous year.

The Company has made a profit after tax of 2,026.26 Million for the financial year ended March 31, 2025 ( 1,333.88 Million in FY 2023-24), an increase of 51.91% over the previous year.

Revenue from operations for the financial year ended March 31, 2025 was 1,37,727.33 Million ( 1,10,946.98 Million in

FY 2023-24), an increase of 24.14% over the previous year.

The Company has made a profit after tax 2,097.16 Million the financial year ended March 31, 2025 ( 1,438.58 Million in

FY 2023-24), an increase of 45.78 % over the previous year.

During the financial year under review, 1,500 Million has been transferred to General reserves of the Company.

The Board of Directors are pleased to recommend a final dividend of 2/- (Rupees Two only) per equity share of face value of 5/- each (i.e. 40%) for the financial year 2024-25. The above dividend will absorb 131.80 Million if approved at the ensuing Annual General Meeting (“AGM”) of the Company.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

(“SEBI Listing Regulations”) is available on the Company's website at https://rptechindia.com/media/fileupload/9d._ Dividend_Distribution_Policy.pdf.

During the year under review, there was no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of the Company.

As at March 31, 2025, the Authorised Share Capital of the

Company was 35,00,00,000/- divided into 7,00,00,000 equity shares having face value of 5/- each. The Issued,

Subscribed and Paid-up Share Capital of the Company was

32,94,98,325/- divided into 6,58,99,665 equity shares of face value of 5/- each.

The Company has formulated Rashi Peripherals Employee Stock Option Scheme, 2022 ("ESOP Scheme 2022/ ESOP

Scheme”).

In terms of Regulation 14 of the Securities and Exchange

Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, (“SEBI (SBEB) Regulations, 2021”) the disclosures with respect to the ESOP Scheme have been provided on the website of the Company at www.rptechindia. com/investor.

The certificate from Secretarial Auditor, M/s. Ragini

Chokshi & Co., Practicing Company Secretaries, confirming implementation of the ESOP Scheme in accordance with the SEBI (SBEB) Regulations, 2021 will be available for inspection of the shareholders at the ensuing Annual General Meeting (AGM).

Rashi Peripherals Employee Stock Option Scheme, 2022

(“ESOP Scheme 2022/ ESOP Scheme”) was duly approved by the Members vide Special Resolution dated September

23, 2022 and further modification was approved vide Special

Resolution dated September 29, 2023. Post listing of equity shares of the Company, the ESOP Scheme 2022 was further modified by passing Special Resolution at the AGM held on September 17, 2024. As required, under SEBI (SBEB) Regulations, 2021, the Pre-IPO ESOP Scheme 2022 was ratified by Special Resolution through postal ballot passed on February 14, 2025.

The Company has obtained In-principle approval from the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on May 30, 2025 for listing of upto a maximum of 32,94,983 equity shares of Rs. 5/- each to be allotted to the employees of the Company under the Rashi Peripherals Employee Stock Option Scheme, 2022 ('ESOP Scheme 2022/ ESOP Scheme') of the Company. The Company has not granted any stock options as on March 31, 2025.

The Nomination and Remuneration Committee (“NRC”) of the Board of Directors of the Company at its meeting held on June 24, 2025, had approved the grant of upto 16,20,043 Stock Options under the ESOP Scheme 2022 to the eligible employees of the Company.

During the year, CRISIL a Credit Rating Agency has, assigned its ratings on the bank facilities of the Company, the details of which are as follows:

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year dated March

31, 2025 and the date of the report.

The Board has laid down Code of Conduct for the Company's Board of Directors and the Senior Management Personnel as per Regulation 17(5) of the Listing Regulations, which is available on Company's website at https://www.rptechindia. com/media/fileupload/Code_of_Conduct_for_Board_of_ Directors_and_Senior_Management_Personnel.pdf.

Dr. Anil Khandelwal (DIN: 00005619) had been appointed as an Independent Director of the Company, not liable to retire by rotation, for a period of five (5) years with effect from May 24,

2024 to May 23, 2029, the said appointment was approved by members of the Company by Special Resolution through Postal Ballot passed on August 3, 2024.

In accordance with Section 152 of the Companies Act,

2013 (“the Act”), Mr. Keshav Krishna Kumar Choudhary (DIN: 08761927), Whole-time Director of the Company, retires at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment along with other required details, which forms part of the Notice of the ensuing 36^th AGM.

In terms of the provisions of Sections 2(51) and 203 of the

Companies Act, 2013 ("the Act”), the following are the KMPs of the Company:

Pursuant to the applicable provisions, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section

149(6) of the Companies Act, 2013 (“the Act”) along with rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI

Listing Regulations”). There has been no change in the circumstances affecting their status as Independent Directors of the Company.

In terms of Regulation 25(8) of SEBI Listing Regulations,

Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may reasonably be anticipated that could impair or impact their ability to discharge their duties with their objective and independent judgement and without any external influence

The Board of Directors are of the opinion that the Independent

Directors of the Company possess requisite qualification, knowledge, acumen, expertise and experience (including proficiency) in their respective fields and that they high standards of integrity. All Independent Directors of the Company have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs in terms of the provisions of the Companies (Appointment and

Qualification of Directors) Rules, 2014.

Details of Familiarization Programme for the Independent Directors are provided separately in the Corporate Governance Report which forms part of this Annual Report. Further, at the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. The format of the letter of appointment is available on the Company's website at www.rptechindia.com/investor.

During the financial year under review, the Non-Executive

Directors of the Company had no pecuniary relationship or transactions with the Company, other than being in receipt of sitting fees for the purpose of attending meetings of the Board/Committees of Board of the Company.

Five (5) meetings of the Board of Directors were held during the year. Details of the meetings of the Board are referred in the Corporate Governance Report, which forms part of this Annual Report.

As on the date of this report, the Board has the following committees:

(i) Audit Committee

(ii) Nomination and Remuneration Committee (iii) Stakeholders' Relationship Committee (iv) Corporate Social Responsibility Committee (v) Risk Management Committee

All the recommendations made by the Board Committees, including the Audit Committee, were accepted by the Board.

The details of composition, terms of reference, number of meetings held during the year, attendance there at and other details pertaining to these committees are mentioned in the Corporate Governance Report.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. It is committed in conducting its business in accordance with the highest standards of professionalism and ethical conduct in line with the best governance practices. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or

. unfair treatment.

The Company has a Vigil Policy and Whistle Blower Mechanism in Compliance with the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the SEBI Listing Regulations. The said Policy formulated by the Company provides a channel to the employees and Directors to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail the mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate cases. The policy is placed on website of the Company at the weblink: https://www.rptechindia.com/media/fileupload/

Vigil_Policy_and_Whistle_Blower_Mechanism.pdf.

During the year under review, the Company has not received any complaints under the Policy. It is affirmed that no personnel has been denied access to the Audit Committee.

The Company has a well-defined Remuneration Policy of the Directors, Key Managerial Personnel (KMPs) and other Employees. This policy is available on the website of the Company and can be accessed in the Corporate Governance section at the weblink: https://www.rptechindia.com/media/ fileupload/Remuneration_Policy_of_Directors_KMPs_and_ other_Employees.pdf.

There has been no change in the policy since the last fiscal year. It is affirmed that the remuneration paid to the Directors is as per the terms laid out in the remuneration policy of the Company.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm 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;

(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 at the end of the financial year of the Company for that period;

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

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

(v) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the internal financial control framework and compliance systems established and maintained by the Company, along with the work carried out by internal and statutory auditors, external consultants and reviews conducted by management and relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective throughout the financial year 2024-25.

The Company remains vigilant in addressing evolving cyber security threats to its IT systems. Internal Audit continues to monitor and assess the effectiveness and adequacy of internal controls, ensuring compliance with operating systems, accounting procedures and policies across all locations. Periodic reports on the status of these controls, along with recommended corrective actions where necessary, are placed before the Audit Committee for review.

As on March 31, 2025 the Company has two non-material subsidiaries:

The names and the details of business carried on by the Subsidiaries of the Company are as follows:

1) Znet Technologies Private Limited*: The Indian Subsidiary Company Znet Technologies Private Limited is engaged in the business of cloud services offering cloud infrastructure and managed services.

2) Rashi Peripherals Pte. Ltd: The Foreign Subsidiary based at Singapore, Rashi Peripherals Pte. Ltd is engaged in Distribution of Information & Communication Technology Products.

A Statement in e-Form AOC-1 containing the salient features of the financial statements of the Subsidiary Companies, Znet

Technologies Private Limited and Rashi Peripherals Pte. Ltd, Singapore are attached as Annexure I.

The Audited Consolidated Financial Statements of the

Company for the financial year ended March 31, 2025, consisting of operations of the Company and its subsidiaries, Znet Technologies Private Limited and Rashi Peripherals Pte. Ltd have been attached with the Annual Report.

The Company will also make these documents available upon request by any Member of the Company interested in obtaining copy of the same. The separate audited financial statements for financial year ended March 31, 2025 in respect of Znet Technologies Private Limited and Rashi Peripherals Pte. Ltd are also available on the website of the Company at www.rptechindia.com/investor.

The Company has Branch office at Singapore. The branch was fully operational during the year with satisfactory performance.

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, the Annual Return of the Company as at March 31, 2025 is uploaded on the website of the Company at www.rptechindia.com/investor.

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Pipara

& Co. LLP, Chartered Accountants (ICAI Registration No.: 107929W), were appointed as Joint Statutory Auditors of the

Company for a second term of five years from financial year 2022-23 till financial year 2026-27 i.e. till the conclusion of

38^th AGM and M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Registration No.: 104607W) were appointed as Joint Statutory Auditors of the Company for first term of five years from financial year 2021-2022 till financial year 2025-26 i.e. till the conclusion of 37^th AGM .

The Joint Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Joint Statutory Auditors of the Company for the financial year 2025-26.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Pipara & Co. LLP, Chartered Accountants and M/s. Deloitte Haskins & Sells LLP, Chartered Accountants as Joint Statutory Auditors of the Company, in their Audit report for the financial year ended March 31, 2025 and therefore no comments are required from the Directors in this Report.

During the financial year under review, the Joint Statutory

Auditors of the Company have not reported any instances of fraud committed against the Company under the second proviso of Section 143(12) of the Act.

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Ragini Chokshi & Co., Practising Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year

2024-25. The Secretarial Auditors' Report is annexed as

Annexure II.

The Secretarial Auditor's Report does not contain any qualifications, reservations, adverse remarks or disclaimers, except that there was a delay in obtaining shareholders' approval for the appointment of Non-Executive Independent

Director who has attained the age of seventy-five years.

However, the Company has taken requisite shareholders' approval vide Special Resolution through postal ballot on August 3, 2024 for the above-mentioned appointment.

As mentioned above, the Company has taken requisite shareholders' approval vide Special Resolution through postal ballot on August 3, 2024 for the said appointment and has paid the fine levied by the Stock Exchanges.

The Company has appointed M/s. GMJ & Co., Chartered

Accountants as its Internal Auditor to evaluate the efficacy and adequacy of internal control systems, compliances with operating systems, accounting procedures and policies. The Internal Auditor submits quarterly reports on the same.

The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards (‘SS') issued by the Institute of Company Secretaries of India (‘ICSI') and that such systems are adequate and operating effectively.

Maintenance of Cost Records and requirement of Cost Audit as prescribed under Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

Information on Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is as under:

During the year under review, the Company undertook several eco-efficiency initiatives aimed at promoting sustainability and reducing its carbon footprint. By implementing best practices across its operations, the Company enhanced environmental performance and supported a safe return-to-office (RTO) environment.

(i) The steps taken or impact on conservation of energy:

During the year, the Company continued its efforts to minimize wasteful electricity consumption by adopting energy-efficient practices and monitoring systems across its facilities.

(ii) The steps taken by the company for utilising alternate sources of energy: The Company continuously keeps itself updated with technological advancement in the field of energy consumption and conversation and adopt such new initiatives to the extent applicable on its business.

. (iii) The capital investment on energy conservation equipments: None

Your Company remains committed to leveraging the latest technologies to enhance the quality of its services. The adoption of digitalisation, cloud computing, virtualisation, and mobility has significantly improved operational efficiency.

(ii) Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.: These initiatives led to the deployment of cutting-edge solutions across multiple functions, enabling smooth integration of digital technologies to foster innovation and boost productivity.

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year): Not Applicable

(iv) Expenditure incurred on Research and Development: Not Applicable

During the year under review, Foreign Exchange Inflow and Outflow are as follows:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as Annexure III.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Board's Report. Further, in terms of Section 136 of the Act, the Annual Report and the Audited Financial Statements are being sent to the Members and others entitled thereto, excluding the aforesaid statement. The said statement is available for inspection electronically by the Members of the Company during business hours on working days up to the date of the ensuing 36^th AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary at investors@rptechindia.com.

The Company has not accepted any amount falling within the purview of provisions of Section 73 and 74 of the Companies Act, 2013 (‘the Act') read with the Companies (Acceptance of Deposits) Rules, 2014, during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

There are no significant or material orders passed by any regulator or judicial authorities that would impact the going concern status of the Company and its future operations.

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013.

The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business.

The Company has also set up a Risk Management Committee to monitor the existing risks as well as to formulate strategies towards identifying new and emergent risks. The Risk

Management Committee identifies the key risks for the

Company, develops and implements the risk mitigation plan, reviews and monitors the risks and corresponding mitigation plans on a regular basis. The Company has also formulated and implemented a Risk Management Policy which is approved by the Board of Directors in accordance with Listing Regulations. The Risk Management Policy is available on the website of the Company at: https://rptechindia.com/media/ fileupload/18d._Risk_Management_Policy.pdf .

The Company remains committed to sustainable development and actively pursues a well-defined Corporate Social Responsibility (‘CSR') strategy. In line with this commitment, the CSR Committee has formulated and recommended a Corporate Social Responsibility Policy (‘CSR Policy') outlining the activities to be undertaken by the Company, which has been duly approved by the Board.

The CSR Policy may be accessed on the Company's website at the link: https://rptechindia.com/media/fileupload/CSR_ Policy_updated.pdf. The Company has identified all the CSR activities permitted as per Schedule VII to the Act, which have been specified in CSR policy of the Company. The total expenditure required to be incurred by the Company for the financial Year along with details as required under

Companies (Corporate Social Responsibility Policy) Rules, 2014 have been given in Annexure IV.

All transactions entered with related parties during the year under review were on arm's length basis and ordinary course of business and not material in nature in terms of Section 188 of the Act and thus a disclosure pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

An annual evaluation of the Board's own performance, Board's committees and individual directors was carried out pursuant to the provisions of the Act in the following manner:

The Company is committed in providing and promoting a safe and healthy work environment for all its employees. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and Rules framed thereunder has formed an Internal Complaint Committee to redress complaints, if any, received regarding sexual harassment. All employees are covered under this policy. During the financial year under review, no cases were reported under this policy.

Details in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for financial year 2024-25 are as follows:

The Company is in compliance with the provisions related to Maternity Benefit Act, 1961 during financial year

March 31, 2025.

In terms of Regulation 14 of the SEBI Listing Regulations, the listing fees for the financial year 2024-25 and 2025-26 has been paid to BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website. The weblink is: https://rptechindia. com/media/fileupload/18e._Code_of_Internal_Procedures_ and_Conduct_for_Regulating_Monitoring_and_Reporting_ of_Trading_by_Insiders.pdf.

The Company has complied with the requirements specified in Regulations 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the SEBI Listing Regulations.

The Company has obtained a certificate from M/s. Ragini

Chokshi & Co., Practicing Company Secretaries on compliance with Corporate Governance norms under the SEBI Listing

Regulations and the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) certification as required under

Regulation 17(8) of SEBI Listing Regulations is appended to the Corporate Governance Report. The Corporate

Governance Report with certificates thereon forms part of this Annual Report.

Pursuant to Regulation 34 of SEBI Listing Regulations, 2015, the Management Discussion and Analysis (MDA) is attached hereto and forms part of this Annual Report.

As required under Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR), describing the initiatives taken by the Company from an environmental, social and governance perspective in the specified format, forms part of this Annual Report.

There were no proceeding pending under the Insolvency and Bankruptcy Code, 2016 and that there is no instance of onetime settlement with any Bank or Financial Institution, during the year under review.

The web address of the Company is www.rptechindia.com.

There was no such transaction during the FY 2024-25.

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, financial institutions, vendors, dealers, regulatory bodies and other business constituents during the financial year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the financial year. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

We thank the Government of India and the State Governments where we have operations and other regulatory authorities and government agencies for their support and look forward to their continued support in the future.

For and on Behalf of Board of Directors

Rashi Peripherals Limited