Directors Report of Precision Camshafts Ltd.

Mar 31, 2025

The Board of Directors ("the Board") is pleased to present this THIRTY THIRD ANNUAL REPORT of Precision Camshafts
Limited ("the Company") on the business and operations of the Company together with the Audited Standalone and Consolidated
Financial Statements for the year ended March 31, 2025.

1. FINANCIAL RESULTS

The Company''s financial performance for the Financial Year under review along with previous year''s figures is summarised
below:

Particulars	Standalone		Consolidated
	For the Year ended March 31, 2025	For the Year ended March 31, 2024	For the Year ended March 31, 2025	For the Year ended March 31, 2024
Total Revenue	61,200.09	70,026.71	86,536.22	1,05,976.30
Total Expenses	57,167.57	56,063.45	84,994.82	93,094.37
Earnings before interest, tax, depreciation and amortisation (EBITDA)	11,156.37	13,963.26	10,561.77	12,881.93
Profit Before Tax & Exceptional Items	7,159.46	9,950.99	4,726.47	4,187.98
Exceptional items	(3,508.00)	0.00	3,486.89	1,829.19
Profit before tax	3,651.46	9,950.99	8,313.36	6,017.17
Total Tax Expenses	2 ,915.71	2,110.00	2 ,902.85	1,981.86
Profit/(Loss) for the year	735.75	7,840.99	5 ,410.51	4,035.31
EPS (Basic)	0.77	8.25	5.70	4.25
EPS (Diluted)	0.77	8.25	5.70	4.25

2. COMPANY''S FINANCIAL PERFORMANCE AND OUTLOOK

During the Financial Year under review, on a standalone basis, the total revenue for FY 2024-25 stood at '' 61,200.09 Lakhs,
lower than 12.60 % over the previous year''s revenue of '' 70,026.71 Lakhs in FY 2023-24. The profit after tax ("PAT")
attributable to the shareholders for FY 2024-25 was '' 735.75 lakhs, registering a decline of 90.61% over the previous
year''s PAT of '' 7,840.99 lakhs in FY 2023-24.

The reason for the decline in profitability is mainly attributable to the exceptional items reflecting in the profit and loss
statement. This exceptional item includes compensation recovery from the customer of '' 35.68 Crores and impairment
of investment in subsidiary amounting to 73 Crores. The net effect of these events has resulted in deficit of 34.36 Crores.
Despite the exceptional items, PCL continues to be profitable at a standalone level and has new orders for camshafts up to
2030 and beyond.

On a consolidated basis, the total revenue for FY 2024-25 stood at '' 86,536.22 Lakhs, lower than 18.34 % over the previous
year''s revenue of '' 1,05,976.30 Lakhs in FY 2023-24. The profit after tax ("PAT") attributable to the shareholders for FY
2024-25 was '' 5,410.51 Lakhs, registering a growth of 34.07% over the previous year''s PAT of '' 4,035.31 Lakhs in FY
2023-24.

Outlook of the business has been discussed in detail in the Management Discussion and Analysis which forms part of this
Annual Report.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the business of the Company.

4. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amounts to the General Reserve. For complete details
on movement in Reserves and Surplus during the financial year ended March 31, 2025, please refer to the Note No. 11
pertaining to ''Statement of Changes in Equity'' included in the standalone and consolidated financial statements of this
Annual report.

5. DIVIDEND

Your Board is pleased to recommend a final dividend of '' 1/- per equity share of '' 10/- each for the Financial Year ended
March 31, 2025. The dividend is subject to approval from the members at the ensuing 33^rd Annual General Meeting and
shall be subject to deduction of Income Tax at Source. If the dividend so recommended is declared by the members at the
ensuing Annual General Meeting, the total cash outflow towards dividend would be '' 949.86/- Lakhs.

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as
amended from time to time ("SEBI Listing Regulations") the Company has formulated a Dividend Distribution Policy. The
Dividend Distribution Policy of the Company is also hosted on the website of the Company at PCL - Dividend Distribution
Policy .

6. SHARE CAPITAL

The Authorised Share Capital of your Company as on March 31, 2025, stood at '' 10,000.00 Lakhs divided into 10,00,00,000
equity shares of 10/- each. The issued, subscribed and paid-up equity share capital of the Company is '' 9,498.58 Lakhs
divided into 9,49,85,835 Equity Shares of '' 10/- each. The Company has not allotted any Equity Shares under the exercise
of stock options under Precision Camshafts Limited Employee Stock Option Scheme 2015 ("PCL ESOS 2015").

7. UTILISATION OF IPO PROCEEDS

The proceeds of the IPO have been used for setting up machine shop for machining camshafts and offer related expenses
and general corporate purposes of '' 240 Crores. There is no deviation in use of proceeds from objects stated in the offer
documents. The Company has utilised IPO Proceeds and last Statement of Deviation is submitted to Stock Exchange on
June 07, 2019, and is also available on the website of the Company.

8. CREDIT RATING

The recent Credit rating on standalone basis is: -

Facilities /instruments	Amount ('' Crores)	Rating	Rating action
Long-term bank facilities	2.05	CARE A; STABLE	REAFFIRMED
Long-term / short-term bank facilities	10.00	CARE A; STABLE / CARE A1	REAFFIRMED
Short-term bank facilities	74.95	CARE A1	REAFFIRMED
Total bank facilities	87.00 ('' Eighty-Seven Crores)

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Compnay has an
optimum combination of Executive and Non-Executive
Independent Directors with rich professional experience
and background. As on March 31, 2025, the Company''s
Board Consists of 9 Directors as follows:

Sr. No.	Name	Designation
1.	Mr. Yatin S. Shah	Chairman and Managing Director
2.	Mr. Ravindra Joshi	Whole Time Director

Sr. No.	Name	Designation
3.	Dr. Suhasini Y. Shah	Non- Executive Non¬ Independent Director
4.	Mr. Karan Y. Shah	Whole Time Director
5.	Mr. Suhas J. Ahirrao	Independent Director
6.	Mrs. Savani A. Laddha	Independent Woman Director
7.	Dr. Ameet N. Dravid	Independent Director
8.	Ms. Apurva P. Joshi	Independent Director
9.	Mrs. Anagha S. Anasingaraju	Independent Director

Pursuant to the provisions of Section 203 of the
Companies Act, 2013 ("the Act"), the Key Managerial
Personnel ("KMP") of the Company as on March 31,
2025 are as mentioned below:-

Sr. No.	Name	Designation
1.	Mr. Yatin S. Shah	Chairman and Managing Director
2.	Mr. Ravindra R. Joshi	Whole-time Director and Chief Financial Officer
3.	Mr. Karan Y. Shah	Whole-time Director
4.	Mr. Harshal J. Kher	Company Secretary & Compliance Officer

Changes in the composition of the Board of Directors
of the Company during the Financial Year under
review: In the 32^nd Annual General Meeting of the
Company for the Financial Year 2023-24 held on July
26, 2024, the members of the Company have:

1. Re-appointed Mr. Ameet N. Dravid (DIN: 06806783)
as an Independent Director w.e.f. August 10, 2024,
for a second term of three consecutive years.

2. Re-appointed Ms. Apurva P. Joshi (DIN: 06608172)
as an Independent Director w.e.f. October 01,
2024, for a second term of three consecutive years.

3. Re-appointed Mr. Suhas J. Ahirrao (DIN: 10090429)
as an Independent Director w.e.f. October 01,
2024, for a second term of three consecutive years.

4. Re-appointed Mrs. Anagha S. Anasingaraju (DIN:
02513563) as an Independent Director w.e.f.
October 01, 2024, for a second term of three
consecutive years.

Changes in Key Managerial Personnel of the Company
during the Financial year under review:

1. Mr. Tanmay M. Pethkar resigned from the post of
Company Secretary & Compliance Officer w.e.f.
January 05, 2025.

2. Mr. Harshal J. Kher was appointed as the Company
Secretary and Compliance Officer of the Company
with effect from February 12, 2025.

10. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the
Independent Directors of the Company confirming that
they meet the criterion of Independence as prescribed
under Section 149 (6) of the Act and Regulation 16 (1)
(b) of SEBI Listing Regulations.

In terms of Regulation 25(8) of the SEBI Listing
Regulations, the Independent Directors have confirmed
that they are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge their
duties with an objective independent judgement and
without any external influence.

The Independent Directors have complied with the
Code for Independent Directors prescribed in Schedule
IV to the Function as well as the Code of Conduct for
Directors and Senior Management Personnel.

During the year under review, Independent Directors
of the Company had no pecuniary relationship or
transactions with the Company, other than commission
and reimbursement of expenses incurred by them for the
purpose of attending meetings of the Board of Director
and its Committee. The details of remunerations and/
or other benefits of the Independent Directors are
mentioned in the Corporate Governance Report.

11. A STATEMENT REGARDING OPINION OF THE BOARD
WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY)
OF THE INDEPENDENT DIRECTORS APPOINTED
DURING THE YEAR.

The Board of Directors considered that Ms. Apurva P.
Joshi, Mr. Suhas J. Ahirrao, Mrs. Anagha S. Anasingaraju
and Mr. Ameet N. Dravid possess the requisite expertise
and experience (including proficiency) and they are
person of high integrity and repute and accordingly

recommended their re-appointment as Independent
Director(s) for the second term to the Members.
Members subsequently approved their appointment in
the 32^nd Annual General Meeting. Other than the above,
there are no other appointments / re-appointments for
Independent Directors of the Company in Financial Year
2024-25.

12. BOARD MEETINGS

The Board meets at regular intervals to discuss and
decide on Company / business policy and strategy
apart from other Board business. Notice of the Board
meeting is given well in advance to all the Directors. The
Agenda of the Board / Committee meetings is set by the
Company Secretary in consultation with the Chairperson
and Managing Director and Chief Financial Officer of the
Company. The Agenda for the Board and Committee
meetings covers items set out as per regulations in SEBI
LODR and Act to the extent it is relevant and applicable.
The Agenda for the Board and Committee meetings
includes detailed notes on the items to be discussed at
the meeting to enable the Directors to take an informed
decision.

During the year under review, 5 (Five) Board Meetings
were convened and held on May 23, 2024; August 09,
2024; November 13, 2024; February 12, 2025 and
March 31, 2025 respectively.

The maximum interval between any two meetings was
well within the maximum allowed gap of 120 days.

13. MEETING OF INDEPENDENT DIRECTORS

In compliance with the provisions of Schedule IV of the
Act and Regulation 25(3) of SEBI Listing Regulations, a
meeting of Independent Directors was held on March
24, 2025 to review the performance as per Regulation
25(4) of SEBI Listing Regulations and Schedule IV of the
Act.

The Independent Directors expressed their satisfaction
with the quality, quantity and timeliness of the flow of
information between the Company Management and
the Board. All Independent Directors were present at
the meeting.

14. COMMITTEES OF BOARD

Details of all the Committees along with their charters,
compositions and meetings held during the year are
provided in the report on Corporate Governance which
forms part of this Annual Report and is also available
on the website of the Company at PCL - Corporate
Governance.

15. COMPANY''S POLICY ON DIRECTORS, KMPS AND
EMPLOYEES APPOINTMENT AND REMUNERATION

The Company has in place a Policy on Directors''
appointment and remuneration of the Directors, Key
Managerial Personnel (KMP) and other employees
including criteria for determining qualifications, positive
attributes, independence of a director and other
matters. It is available on the website of the Company
at PCL - Appointment and Remuneration of Directors,
KMPs and employees.

The Company pays remuneration by way of salary,
perquisites, allowances, variable pay, commission
and retirement benefits to its Executive Directors.
The remuneration to the Executive Director(s) is in
accordance with the provisions of the Act and Rules
made thereunder and is within the ceiling limits as
provided thereunder and approved by the shareholders.

The Company''s policy of remuneration of the senior
management is structured to attract and retain the talent
and is in turn dependent on following key parameters:

1. Complexities and criticality of the jobs

2. Profile of the employee in terms of his / her
qualification and experience

3. General trends in the industry and market for a
similar talent

4. Incorporation of an element of motivation by way
of remuneration linked to specific performances
wherever applicable.

As a policy of the Company, the Non-executive Directors
are paid commission as a percentage of profit based on
the performance evaluation for that financial year under
review.

16. STATEMENT CONTAINING THE SALIENT FEATURES
OF THE FINANCIAL STATEMENTS OF SUBSIDARIES /
ASSOCIATE COMPANIES / JOINT VENTURES

A statement containing salient features of the financial
statements of subsidiaries in the prescribed format
AOC-1 is appended as Annexure-A to this Report. The
statement also provides details of performance and
financial position.

There has not been any material change in the nature of
the business of the Subsidiaries. As required under SEBI
Listing Regulations and Act, the consolidated financials
of the Company and Subsidiaries are provided in this
annual report.

17. ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information pertaining to conservation of Energy,
Technology absorption, 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 furnished in Annexure B and is attached to this
report.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company''s guiding principle for CSR is to build its
relationship with stakeholders and the community at
large, and to contribute to their long term social good
and welfare, and explained briefly in the Corporate
Governance Report forming part of this Annual Report.

As on March 31, 2025, the composition of Corporate
Social Responsibility (CSR) Committee is as follows

Sr. No.	Name	Designation
1.	Mr. Yatin S. Shah	Chairman
2.	Dr. Suhasini Y. Shah	Member
3.	Dr. Ameet N. Dravid	Member
4.	Ms. Apurva P. Joshi	Member
5.	Mr. Suhas J. Ahirrao	Member

Detailed Annual Report on CSR activities for the Financial
Year ended March 31, 2025 is given as Annexure C
and CSR Policy is also disclosed on the website of the
Company at PCL - CSR Policy.

19. PARTICULARS OF EMPLOYEE REMUNERATION

Disclosures with respect to the remuneration of
Directors, KMPs and employees 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 are given in
Annexure D to this Report.

There were no employee(s) in receipt of remuneration
of '' 1.02 Crores or more per annum or in receipt of
remuneration of '' 8.50 Lakhs per month, under Rule
5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014 except employees
mentioned in Annexure D of this Report.

20. COMMISSION OR REMUNERATION FROM
SUBSIDIARY

During the Financial Year under review, Mr. Karan
Y. Shah, Whole-time Director of the Company has

received remuneration of '' 30.00 Lakhs from MEMCO
Engineering Private Limited - Wholly Owned Subsidiary
(WOS) of the Company.

21. STATEMENT ON FORMAL ANNUAL EVALUATION
OF THE PERFORMANCE OF THE BOARD, ITS
COMMITTEES AND DIRECTORS

The Board of Directors has conducted an annual
evaluation of its own performance, board committees
and individual directors, pursuant to the provisions of
the Act and Regulation 19 read with Schedule II, Part D
of the SEBI Listing Regulations.

The performance of the Board was evaluated by the
Board after seeking input from all the Directors on the
basis of criteria such as the board composition and
structure, effectiveness of board processes, information
and functioning, etc.

The performance of the Committees was evaluated
by the Board after seeking input from the committee
members based on criteria such as the composition of
committees, effectiveness of committee meetings, etc.

The Board and Nomination and Remuneration
Committee reviewed the performance of individual
Directors based on criteria such as the contribution
of the individual Director to the Board and committee
meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution
and inputs in meetings, etc.

In a separate meeting of Independent Directors, the
performance of Non- Independent Directors and the
Board was evaluated. Additionally, they also evaluated
the Chairperson of the Board. The Board also assessed
the quality, quantity and timeliness of the flow of
information between the Company management and
the Board, which is necessary for the Board to effectively
and reasonably perform their duties.

The Board of Directors expressed their satisfaction with
the evaluation process.

22. ANNUAL RETURN

Pursuant to Section 92(3) of Act, the copy of Annual
Return for the Financial Year ended March 31, 2025
is placed on the Company''s website at PCL - Annual
Return FY 24-25.

23. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

The Company has not given any loans, guarantees or
made investment under section 186 of the Act during
the period under review.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

AH contracts/ arrangements/ transactions entered by
the Company during the Financial year ended March
31, 2025, with related parties were on an arm''s length
basis and were in the ordinary course of business. There
were no material related party transactions (RPTs)
undertaken by the Company during the Financial Year
that require Shareholders'' approval under Regulation
23(4) of SEBI Listing Regulations or Section 188 of the
Act.

All RPT''s were placed before the Audit Committee for
prior approval and the approval of the Audit Committee
was sought for all RPTs. Certain transactions which were
repetitive in nature were approved through omnibus
route. All the Related Party Transactions were compliant
with the applicable provisions of the Act and SEBI Listing
Regulations. Therefore, the disclosure of related party
transactions as required under Section 134 (3)(h) of the
Act in Form AOC-2 is not applicable to the Company and
hence the same is not provided. (Please refer Note No.
33 to the Standalone Financial Statements).

The company has adopted a Related Party Transaction
Policy in line with the requirements of the Act and the
Listing Regulations, as amended from time to time,
which is available on the website of the Company PCL -
Policy on Related Party Transactions.

25. EXPLANATION OR COMMENTS ON QUALIFICATIONS,
RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE STATUTORY AUDITORS,
SECRETARIAL AUDITORS

There were no qualifications, reservations or adversee
remarks made by the Statutory Auditors in the Audit
Report on the Standalone and Consolidated Financial
Statements for the Financial year ended March 31,
2025.

The Report of Secretarial Auditors for the Financial Year
ended March 31, 2025, is also unmodified.

26. MATERIAL CHANGES AFTER THE CLOSURE OF
FINANCIAL YEAR

There were no material changes after the closure of the
financial year.

27. SUBSIDIARIES AND ACQUISITIONS

The Company has 2 (Two) subsidiaries, 2 (Two) step
down subsidiaries as on March 31, 2025.

A) PCL (International) Holding B.V. (“PCL NL”) -
Wholly Owned Subsidiary (“WOS”)

PCL NL is a WOS of the Company based in
Netherlands. The existing customer base of the
Company is predominantly located in Europe
and hence to facilitate coordination between the
Company and the customers, the Management
decided to incorporate a WOS in Netherlands. The
Company, through this WOS, holds 100% stake in
EMOSS Mobile Systems B.V. (Netherlands) and MFT
Motoren und Fahrzeugtechnik GmbH (Germany).
Other objective of having PCL (International)
Holding B.V. is to monitor the performance and
reporting of subsidiaries centrally.

During the Financial Year under review, on
Consolidated basis PCL NL registered a total
revenue of '' 20,629.73 Lakhs as against ''
30,719.92 Lakhs in the previous year. The net loss
for the year stood at '' 2,736.32 Lakhs as against
net loss of '' 3,756.35 Lakhs in the previous year.

B) Memco Engineering Private Limited (“MEMCO”)
- WOS

MEMCO is a WOS of the Company based in
Nashik, Maharashtra, India. It is engaged in
the business of manufacturing fuel injection
components for conventional CRDi diesel engines,
brake components, high pressure diesel injector
connectors for naval ships and high precision
instrumentation components. MEMCO enjoys long
term relationships with marquee global customers
like Bosch, Delphi, Endress Hauser and Giro.

During the Financial Year under review, MEMCO
registered a total revenue of '' 4,711.07 Lakhs as
against '' 4,931.97 Lakhs in the previous year. The
net profit for the year stood at '' 137.39 Lakhs as
against net loss of '' 22.98 Lakhs in the previous
year.

C) MFT Motoren und Fahrzeugtechnik Gmbh
(“MFT”) - Step Down Subsidiary

MFT is engaged in the business of manufacturing
Balancer Shafts (i.e. fully machined, hardened
and balanced vertical and horisontal Balancer
shafts), Camshafts, Bearing Caps, Engine Brackets
and Prismatic Components (i.e. powertrain,
brake and chassis components, machining of all
casting materials). MFT has established enduring
partnerships with prestigious global clients such
as Volkswagen, Audi, Mercedes-Benz, Westphalia,
Hatz, Suzuki, and others.

D) Emoss Mobile Systems B.V. (“EMOSS”) - Step
Down Subsidiary

EMOSS is a one-of-a-kind business that designs,
develops, produces and supplies complete electric
powertrains for trucks, busses, military vehicles and
heavy equipment. EMOSS business model includes
conversion of diesel trucks into ready to use electric
trucks. The company also manufactures "ready
to assemble modular kits" which are assembled
onto the chassis. EMOSS provides an end-to-end
solution to its customers which includes research
and development, engineering, production, testing,
certification, delivery and post-sales service.
EMOSS also provides real-time power management
and tracking via an integrated cockpit setup. The
trucks powered by Electric Drivelines can carry a
maximum payload of 50 tons with a mobility of up
to 350 km which may be extended beyond 500 km
with long range extenders developed by EMOSS.
Acquisition has paved access to electrical mobility
markets such as Europe, North America, Australia
and New Zealand.

The Company has formulated a policy for
determining "material" subsidiaries is available
on the website of the Company at PCL - Policy for
determining Material Subsidiaries

28. STATEMENT ON RISK MANAGEMENT POLICY

The Company has in place Risk Management Committee
to identify, assess, monitor and mitigate various risks
to the Company. The Committee is responsible for
monitoring and reviewing the risk management plan and
ensuring its effectiveness The Company''s future growth
is linked with general economic conditions prevailing
in the market. Management has taken appropriate
measures for identification of risk elements related to
the Industry, in which the Company is engaged, and is
always trying to reduce the impact of such risks. The
Company has also formulated Risk Management Policy
and Risk Management Systems are evaluated by the
Audit Committee.

The Company has adopted a Risk Management Policy in
accordance with the provisions of the Act and Regulation
21 of the SEBI Listing Regulations. Risk Management
Policy is hosted on website of the Company at PCL - Risk
Management Policy.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY''S OPERATION IN FUTURE

During the year under review, there were no significant
and material orders passed by regulators or courts
or tribunals impacting the going concern status and
Company''s operation in future.

However, the Ministry of Corporate Affairs (MCA) had
conducted an investigation u/s 210 of CA 2013 into
the affairs of the Company and had passed orders for
violations by the Company and its Directors. Further,
an option was provided to the company to apply for
compounding of offenses under Section 441 of the
Companies Act, 2013. Accordingly, the Company had
filed an application for compounding of the offences
to the Regional Director. However, due to pendency of
tax matter with Commissioner of Income Tax (CIT) the
company has since withdrawn the said applications, but
have reserved its right to re-submit the compounding
applications post the matter stated above is decided by
CIT.

30. STATEMENT IN RESPECT OF ADEQUACY OF
INTERNAL FINANCIAL CONTROL WITH REFERENCE
TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial
controls with reference to the Financial Statements.
The policies and procedures adopted by the Company,
cover orderly and efficient conduct of business including
adherence to the Company''s policies, safeguarding of
the assets of the Company, prevention and detection
of fraud and errors, accuracy and completeness of
accounting records and the timely preparation of
reliable financial information. The Audit Committee
periodically reviews the internal control systems with the
Management, Internal Auditors and Statutory Auditors
assess the adequacy of internal audit functions.

During the year under review, these controls were
assessed, and the observations of the Auditors were
addressed by the Company after taking necessary
steps to strengthen the financial controls and improve
the systems. The Statutory Auditors have certified the
adequacy of the Company''s internal financial control
systems over financial reporting, based on the criteria
outlined in the Guidance Note issued by the Institute of
Chartered Accountants of India.

31. DEPOSITS

During the year under review, the Company has not
accepted any deposits.

32. CORPORATE GOVERNANCE REPORT

The report on Corporate Governance is about maximising
shareholder value legally, ethically and sustainably.
Corporate Governance Report is set out in this Annual
Report as Annexure E.

A certificate from M/s J. B. Bhave & Co., Practising
Company Secretaries regarding compliance with
conditions of corporate governance as required under
SEBI Listing Regulations also forms part of this Annual
Report as Annexure F.

A certificate from M/s J. B. Bhave & Co., Practising
Company Secretaries regarding compliance with
Schedule V of SEBI LODR also forms part of this Annual
Report as Annexure G.

33. SECRETARIAL AUDIT REPORT AND ANNUAL
SECRETARIAL COMPLIANCE REPORT

Pursuant to the provisions of Section 204 of the Act read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board appointed
M/s. J. B. Bhave & Co., Practising Company Secretaries,
Pune as the Secretarial Auditors of the Company for the
Financial Year 2024-2025. There are no qualifications/
observations/ remarks in the Secretarial Audit Report

for the Financial Year ended March 31, 2025, which is
annexed herewith as Annexure H to the Annual Report.

Pursuant to SEBI Circular CIR/CFD1/27/2019 dated
February 08, 2019, all listed entities shall, additionally,
on annual basis, submit a report to the Stock Exchange(s)
on compliance of all applicable SEBI Regulations and
circulars / guidelines issued thereunder within 60 days
of end of Financial Year. Such report shall be submitted
by Company Secretary in practice to the Company in
the prescribed format. The Company has received this
report from M/s J.B. Bhave & Co., Company Secretaries,
Pune for the Financial Year ended March 31, 2025, and
it has been submitted to the stock exchange(s) within
the stipulated time. The said report form''s part of this
Annual Report as Annexure I.

34. PCL ESOS 2015 - INFORMATION REGARDING ALLOTMENTS DURING THE YEAR

As on March 31, 2025, in terms of PCL ESOS 2015, the Company has not allotted any Equity Shares on exercise of vested
options and no fresh grant was made by the Company.

The disclosures in compliance with Section 62 of the Act read with Rule 12 of Companies (Share Capital and Debentures)
Rules, 2014, SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are as follows:

Total No. of Shares covered by ESOP Scheme approved by the Shareholders	6,00,000 (Six Lakhs) Equity Shares
Grant	I	II	TOTAL
Options granted	-	-	-
Options Vested	-	-	-
Options exercised	-	-	-
The total number of shares arising as a result of exercise of option	-	-	-
Options forfeited	-	-	-
Options lapsed	-	-	-
Extinguishment or modification of options	-	-	-
The exercise price	'' 10/-	'' 10/-	'' 10/-
Pricing formula	As per the ESOS Scheme approved by the members of the Company.
Variation of terms of options	NA	NA	NA
Money realised by exercise of options	-	-	-
Total number of options in force	NIL
Employee wise details of options granted to:
i. Key Managerial Personnel & Senior Managerial Personnel	NA	NA	NA
ii. Any other employee who receives a grant of options in any one year of option amounting to 5% or more of options granted during that year	NA	NA	NA

Disclosure under SEBI (Shared Based Employee Benefits
and Sweat Equity) Regulation, 2021 is available on the
website of the Company at ESOP Disclosure 2024-25.

The certificate from M/s. J. B. Bhave & Co., Practicing
Company Secretaries, Pune, Secretarial Auditors
of the Company, confirming that the scheme has
been implemented in accordance with the aforesaid
regulations and in accordance with the resolution passed
by the Members of the Company would be placed before
the Members at the ensuing Annual General Meeting.

35. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of
its constituents in a fair and transparent manner by
adopting the highest standards of professionalism,
honesty, integrity and ethical behaviour. The Company
has adopted a Whistle Blower Policy (Vigil mechanism)
to provide a formal mechanism to the Directors and
employees to report their concerns about unethical
behaviour, actual or suspected fraud, irregularities or
violation of the Company''s Code of Conduct. The Policy
provides for adequate safeguards against victimisation
of employees who avail of the mechanism and also
provides for direct access to the Chairperson of the
Audit Committee.

The detailed policy on Vigil mechanism is disclosed on
the website of the Company at PCL - Vigil Mechanism
Policy.

36. DISCLOSURES UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for Prevention of
Sexual Harassment (PoSH) at workplace. This inter alia
provides a mechanism for the resolution, settlement or
prosecution of acts or instances of Sexual Harassment

at work and ensures that all employees are treated with
respect and dignity. The Company has also complied
with the provisions relating to the constitution of
Internal Complaints Committee ("ICC") under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

The composition of the PoSH Committee at the
registered office is as follows:

Sr. No	Name of the Committee Member	Designation
1.	Dr. Suhasini Shah	Presiding Officer
2.	Mrs. Aarohi Deosthali	Member
3.	Mrs. Maithili Deshmukh	Member
4.	Mr. Rajkumar Kashid	Member
5.	Dr. Sanieevani Kelkar	Member

The composition of the PoSH Committee at the corporate
office is as follows:

No complaints were reported to the Committee during
the year ended March 31, 2025, in connection with the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

ICC Committee details are provided in Posh Policy
which is available on website of the Company at PCL -
Policy on Prevention of Sexual Harassment of Women
at Workplace.

Total No. of Shares covered by ESOP Scheme approved by the Shareholders	6,00,000 (Six Lakhs) Equity Shares
iii. Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.	NA	NA	NA
Issued Capital (excluding outstanding warrants and conversions of the Company at the time of grant. (Only in case of Listed Companies)	NA	NA	NA
Diluted EPS calculated in accordance with International Accounting Standard (IAS) 33	NA	NA	NA

Sr. No	Name of the Committee Member	Designation
1.	Dr. Suhasini Shah	Presiding Officer
2.	Mrs. Aarohi Deosthali	Member
3.	Mr. Rajkumar Kashid	Member
4.	Dr. Sanjeevani Kelkar	Member

37. DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS UNDER SECTION 143(12) OF THE
COMPANIES ACT, 2013 OTHER THAN THOSE WHICH
ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year ended March 31, 2025, there were no
instances of fraud which were reported by the Statutory
Auditors to the Audit Committee/ Board.

38. AUDITORS

(a) STATUTORY AUDITOR

The members at the 32^nd AGM of the Company
reappointed M/s MSKA & Associates, Chartered
Accountants (Firm Reg. No. 105047W) as
the Statutory Auditors of the Company for a
consecutive term of 5 (Five) years to conduct the
Statutory Audit from the Financial Year 2023- 24 to
Financial Year 2027-28 and to hold office from the
conclusion of 32^nd AGM till the conclusion of AGM
to be held for Financial Year 2027-28.

(b) COST AUDITORS

The Board of Directors, on the recommendation
of Audit Committee, had appointed M/s. S. V.
Vhatte and Associates, Cost Accountants [Firm
Registration No.: 100280] as Cost Auditors to audit
the cost accounts of the Company for the Financial
Year ended March 31, 2024. The Cost Audit report
for the Financial Year 2024-25 will be filed with the
Ministry of Corporate Affairs on or before the due
date. The Board on recommendations of the Audit
Committee have appointed M/s. S. V. Vhatte and
Associates, Cost Accountants [Firm Registration
No.: 100280] as Cost Auditors to audit the cost
accounts of the Company for the Financial Year
ended March 31, 2025, subject to ratification of
remuneration by the members at the ensuing AGM.
The cost accounts and records of the Company are
duly prepared and maintained as required under
Section 148(1) of Act.

(c) INTERNAL AUDITORS

The Company had appointed M/s Unicus Risk
Advisors LLP as Internal Auditors of the Company
for the Financial Year ended March 31, 2025.
However, M/s Unicus Risk Advisors LLP resigned
from their position w.e.f November 13, 2024,
citing pre-occupation in other assignments
and other personal reasons. Subsequently, the
Board of Directors appointed M/s B S and Co.
LLP., Chartered Accountants, Pune as Internal

Auditors w.e.f February 12, 2025. The scope and
authority of the Internal Auditor is as per the terms
of reference approved by the Audit Committee.
The Internal Auditors monitor and evaluate the
efficiency and adequacy of internal control systems
in the Company, its compliance with operating
systems, accounting procedures and policies of
the Company. Significant audit observations and
recommendations along with corrective actions
thereon are presented to the Audit Committee of
the Company.

39. REPORT ON MANAGEMENT DISCUSSION AND
ANALYSIS

The Management Discussion and Analysis Report as
required under SEBI Listing Regulations forms part of
this Annual Report.

40. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of
Directors of your Company to the best of their knowledge
and ability hereby state and confirm that:

1. in the preparation of the annual accounts, the
applicable accounting standards had been followed
along with proper explanation relating to material
departures;

2. the Directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the
Financial Year and of the profit of the Company for
that period;

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

4. the Directors had prepared the annual accounts on
a going concern basis;

5. the Directors had laid down internal financial
controls to be followed by the Company and such
internal controls are adequate and were operating
effectively; and

6. the Directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

41. CODE OF CONDUCT FOR BOARD AND SENIOR
MANAGEMENT

The Company has adopted the Code of Conduct for
the Directors and Senior Management and the same is
available on the website of the Company at PCL - Code
of conduct for Board and Senior Management .

All Directors and Senior Management members have
affirmed their compliance with the said Code. A
declaration pursuant to the Regulation 26 (3) read with
Part D of the Schedule V of the SEBI Listing Regulations
signed by Managing Director to this effect forms part of
Corporate Governance Report of this Annual Report.

42. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

A detailed Business Responsibility and Sustainability
Report in terms of the provisions of Regulation 34 of
the SEBI Listing Regulations is available as a separate
section in the Annual Report.

43. COMPLIANCE OF APPLICABLE SECRETARIAL
STANDARDS

The Company is in compliance with the applicable
secretarial standards issued by the Institute of Company
Secretaries of India from time to time.

44. INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of sections 124 and
125 of the Act and Investor Education and Protection
Fund (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules") dividends which remain unpaid
or unclaimed for a period of seven years from the
date of transfer to the Unpaid Dividend Account are
required to be transferred by the Company to the
Investor Education and Protection Fund ("IEPF"). The
Members whose shares are transferred to the IEPF
Authority can claim their shares/dividend from the
IEPF Authority by following the procedure prescribed in
the Rules. In accordance with the said IEPF Rules and
its amendments, the Company had sent notices to all
the Shareholders whose shares were due for transfer
to the IEPF Authority and simultaneously published
newspaper advertisements. The Company had
frequently sent communication to these shareholders
by email whose email address are available with R&T /
DP and also through various other modes viz. notice of

general meeting or notice regarding deduction of tax at
source (TDS) for dividend payment etc.

45. CONTRIBUTION OF INDEPENDENT DIRECTORS TO
THE GROWTH OF THE COMPANY

The Company''s Board of Directors is strategically
composed of Independent Directors with diverse
professional backgrounds, bringing significant value
to the organisation. Each Independent Director
contributes deep expertise, integrity, and a strong
industry reputation built over years of experience. Their
proficiency spans across key areas such as Finance,
Company Law, Forensic Audit, Corporate Restructuring,
Commercial Law, and Audit—core functions essential
to any business. This collective knowledge ensures
that the Company adheres to the highest standards of
ethics, corporate governance, transparency, industry
best practices, and remains aligned with global
advancements in technology.

46. DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 DURING THE YEAR.

During the year, the Company has not made any
application nor there is any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 as at the
end of the Financial Year.

47. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS
THEREOF.

During the Financial year, the Company has not initiated
One Time Settlement with the Banks or Financial
Institutions and therefore no details are required to be
furnished.

48. CAUTIONARY STATEMENTS

Statements in this report, particularly those which relate
to Management Discussion and Analysis, describing
the Company''s objectives, estimates and expectations
may constitute ''forward looking statements'' within
the meaning of applicable laws and regulations. Actual
results may differ materially from those either expressed
or implied.

49. ACKNOWLEDGEMENTS

The Directors would like to place on record their deep appreciation to employees/ workers at all levels for their hard work,
dedication and commitment. The Board places on record its appreciation for the support and co-operation your Company
has been receiving from its Shareholders, Customers, Business Associates, Bankers, Suppliers and all other stakeholders
for their continued support and their confidence in its management.

For and on behalf of the Board of Directors of
Precision Camshafts Limited

Yatin S. Shah Ravindra R. Joshi

DIN:00318140 DIN:03338134

Chairman and Managing Director Whole-time Director and CFO

Registered Address: D5 M.I.D.C. Chincholi, Solapur, Maharashtra, India, 413255

Date: May 27, 2025 Date: May 27, 2025

Place: Solapur Place: Solapur

---

Mar 31, 2024

The Board of Directors (Board) is pleased to present their THIRTY SECOND ANNUAL REPORT on the business and operations of the Company together with the Audited Standalone and Consolidated Financial Statements for the year ended 31^st March 2024.

1. FINANCIAL RESULTS

The Company''s financial performance for the Financial Year under review along with previous year''s figures is given hereunder:

('' in Lakhs)

Particulars	Standalone		Consolidated
	For the Year ended 31st March 2024	For the Year ended 31st March 2023	For the Year ended 31st March 2024	For the Year ended 31st March 2023
Total Revenue	70,026.71	65,432.41	1,05,976.30	1,10,979.40
Total Expenses	56,063.45	53,635.16	93,094.37	96,953.17
Earnings before interest, tax, depreciation and amortisation (EBITDA)	13,963.26	11,797.25	12,881.93	14,026.23
Profit Before Tax & Exceptional Items	9,950.99	8,341.06	4,187.98	6,027.80
Exceptional items	0.00	0.00	1,829.19	0.00
Profit before tax	9,950.99	8,341.06	6,017.17	6,027.80
Total Tax Expenses	2,110.00	2,246.24	1,981.86	1,399.21
Profit/(Loss) for the year	7,840.99	6,094.82	4,035.31	4,628.59
EPS (Basic)	8.25	6.42	4.25	4.81
EPS (Diluted)	8.25	6.42	4.25	4.81

2. COMPANY''S FINANCIAL PERFORMANCE AND OUTLOOK

During the Financial Year under review, on a standalone basis your Company registered a total revenue of '' 70,026.71 Lakhs as against '' 65,432.41 Lakhs in the previous year. The profit after tax for the year stood at '' 7,840.99 Lakhs as against '' 6,094.82 Lakhs in the previous year.

On a consolidated basis, the total revenue was '' 1,05,976.30 Lakhs as against '' 1,10,979.40 Lakhs in the previous year. The profit after tax for the year stood at '' 4,035.31 Lakhs as against profit of '' 4,628.59 Lakhs in the previous year.

Outlook of the business has been discussed in detail in the Management Discussion and Analysis which forms part of this Annual Report.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year under review, there has been no change in the business of the Company.

However, the Company via Postal Ballot conducted through remote e-voting results of which were declared on 19^th November 2023 altered its Memorandum of Association of the Company and added clause 2,3 and 4 after sub-clause 1.

The Company entered the business of manufacturing of EV vehicles, Kits and retrofitting of the EV kits in commercial vehicles in Indian Market.

4. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amounts to the General reserve. For complete details on movement in Reserves and Surplus during the financial year ended 31^st March 2024, please refer to the ''Statement of Changes in Equity'' included in the standalone and consolidated financial statements of this Annual report.

5. DIVIDEND

Your Board is pleased to recommend a final dividend of '' 1/- per equity share (10%) for the Financial Year ended 31^st March 2024. If the dividend so recommended is declared by the members at the ensuing 32^nd Annual General Meeting, the total cash outflow towards dividend would be '' 949.86/- Lakhs.

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI LODR) the Company has formulated a Dividend Distribution Policy. The Dividend Distribution Policy of the Company is also hosted on the website of the Company at PCL - Dividend Distribution Policy.

6. SHARE CAPITAL

During the Financial Year under review, there was no change in the capital structure of the Company. Consequently, the issued, subscribed and paid-up equity share capital of the Company is '' 9,498.58 Lakhs divided into 9,49,85,835 Equity Shares of '' 10/- each. The Company has not allotted any Equity Shares under the exercise of stock options under Precision Camshafts Limited Employee Stock Option Scheme 2015 ("PCL ESOS 2015").

7. UTILIZATION OF IPO PROCEEDS

The proceeds of the IPO have been used for setting up of machine shop for machining of camshafts and offer related expenses and general corporate purposes of '' 240 Crores. The Company has utilised IPO Proceeds and last Statement of Deviation is submitted to Stock Exchange on 7^th June 2019 and is also available on the website of the Company.

8. CREDIT RATING

The recent Credit rating on standalone basis is: -

Facilities/Instruments	Amount ('' crore)	Rating	Rating action
Long-term bank facilities	2.05	CARE A; Stable	Reaffirmed
Long-term / short-term bank facilities	10.00	CARE A; Stable / CARE A1	Reaffirmed
Short-term bank facilities	74.95	CARE A1	Reaffirmed
Total bank facilities	87.00 ('' Eighty-Seven Crores)

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL Changes in the composition of Board of Directors of the Company during the Financial year under review:

1. The members of the Company have approved re-appointment of Mr. Karan Y. Shah as Whole Time Director (Business Development) for the period 13^th August 2023 to 31^st March 2027 by ordinary resolution through remote e-voting in the Annual General Meeting held on 26^th July 2023.

2. The members of the Company have approved appointment of Ms. Apurva P. Joshi, Mr. Suhas J. Ahirrao and Mrs. Anagha Anasingaraju as Independent Director for the first term from 29^th March 2023 till 30^th September 2024 each through Postal Ballot on 12^th May 2023.

3. The members of the Company approved the appointment of Mr. Ravindra R. Joshi, Whole time Director and CFO through Postal Ballot on 19^th November 2023.

4. Mr. Sarvesh N Joshi retired from the Board as an Independent Director after completing two consecutive terms at the 31^st Annual General Meeting of the Company on 26^th July 2023.

Changes in Key Managerial Personnel of the Company

during the Financial year under review:

1. Mr. Gautam V. Wakankar resigned from the post of Company Secretary & Compliance Officer w.e.f. 30^th April 2023.

2. Mr. Tanmay M. Pethkar was appointed as the Company Secretary and Compliance Officer of the Company with effect from 10^th August 2023.

3. The members of the Company approved the appointment of Mr. Ravindra R. Joshi, Whole Time Director and CFO through Postal Ballot on 19^th November 2023.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel (KMP) of your Company as on 31^st March 2024 are as mentioned below:-

Sr. No.	Name	Designation
1.	Mr. Yatin S. Shah	Chairman and Managing Director
2.	Mr. Ravindra R. Joshi	Whole-time Director and Chief Financial Officer
3.	Mr. Karan Y. Shah	Whole-time Director -Business Development
4.	Mr. Tanmay M Pethkar	Company Secretary & Compliance Officer

As on 31^st March 2024, Non-Executive Directors on the Board are as mentioned below: -

Sr. No.	Name	Designation
1.	Dr. Suhasini Y. Shah	Non- Executive NonIndependent Director
2.	Mrs. Savani A. Laddha	Independent Woman Director
3.	Dr. Ameet N. Dravid	Independent Director
4.	Ms. Apurva P. Joshi*	Independent Director
5.	Mr. Suhas J. Ahirrao*	Independent Director
6.	Mrs. Anagha S. Anasingaraju*	Independent Director

*Ms. Apurva P. Joshi, Mr. Suhas J. Ahirrao and Mrs. Anagha S. Anasingaraju were appointed as Additional Directors on 29^th March 2023 and their appointment was confirmed by the members of the Company vide postal ballot through remote e-voting, results of the same declared on Friday, 12^th May 2023.

10. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criterion of Independence as prescribed under Section 149 (6) of the Companies Act, 2013 (Act) and Regulation 16 (1) (b) of SEBI LODR.

In terms of Regulation 25(8) of the SEBI LODR, the Independent Directors have confirmed that they are

not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act as well as the Code of Conduct for Directors and Senior Management Personnel.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Director and its Committee. The details of remunerations and/or other benefits of the Independent Directors are mentioned in the Corporate Governance Report.

11. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

The Board of Directors considered that Ms. Apurva P. Joshi, Mr. Suhas J. Ahirrao and Mrs. Anagha S. Anasingaraju possess the requisite expertise and experience (including the proficiency) and they are persons of high integrity and repute and accordingly approved their appointment/re-appointment as Independent Director(s). Other than the above, there are no other appointments / re-appointments for Independent Directors of the Company in Financial Year 2023-24.

12. BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. Notice of the Board meeting is given well in advance to all the Directors. The Agenda of the Board / Committee meetings is set by the Company Secretary in consultation with the Chairman and Managing Director and Chief Financial Officer of the Company. The Agenda for the Board and Committee meetings covers items set out as per regulations in SEBI LODR and Act to the extent it is relevant and applicable. The Agenda for the Board and Committee meetings

includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the Financial Year under review, 6 (Six) Board Meetings were convened and held on 10^th April 2023, 26^th May 2023, 10^th August 2023, 18^th October 2023, 9^th November 2023 and 8^th February 2024 respectively.

The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.

13. MEETING OF INDEPENDENT DIRECTORS

In compliance with the provisions of Schedule IV of the Act and Regulation 25(3) of SEBI LODR, a meeting of Independent Directors was held on 25^th March 2024 to review the performance as per Regulation 25(4) of SEBI LODR and Schedule IV of the Companies Act, 2013.

The Independent Directors expressed their satisfaction with the quality, quantity and timeliness of flow of information between the Company Management and the Board. All Independent Directors were present at the meeting.

14. COMMITTEES OF BOARD

Details of all the Committees along with their charters, compositions and meetings held during the year are provided in the report on Corporate Governance which forms part of this Annual Report and is also available on the website of the Company at PCL - Corporate Governance.

15. COMPANY''S POLICY ON DIRECTORS, KMPS AND EMPLOYEES APPOINTMENT AND REMUNERATION

The Company has in placed a Policy on Directors'' appointment and remuneration of the Directors, Key Managerial Personnel (KMP) and other employees including criteria for determining qualifications, positive attributes, independence of a director and other matters. It is available on the website of the Company at PCL - Appointment and Remuneration of Directors, KMPs and employees.

The Company pays remuneration by way of salary, perquisites, allowances, variable pay, commission and retirement benefits to its Executive Directors. The remuneration to the Executive Director(s) is in

accordance with the provisions of the Companies Act, 2013 and Rules made thereunder and is within the ceiling limits as provided thereunder and approved by the shareholders.

The Company''s policy of remuneration of the senior management is structured to attract and retain the talent and is in turn dependent on following key parameters:

1. Complexities and criticality of the jobs

2. Profile of the employee in terms of his / her qualification and experience

3. General trends in the industry and market for a similar talent

4. Incorporation of an element of motivation by way of remuneration linked to specific performances wherever applicable

As a policy of the Company, the Non-executive Directors are paid commission as a percentage of profit based on the performance evaluation for that financial year under review.

16. PARTICULARS OF EMPLOYEE REMUNERATION

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure D to this Report.

There were no employee(s) in receipt of remuneration of '' 1.02 Crores or more per annum or in receipt of remuneration of '' 8.50 Lakhs per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 except employees mentioned in Annexure D of this Report. Industrial relations continued to be cordial during the year.

17. COMMISSION OR REMUNERATION FROM SUBSIDIARY

During the Financial Year under review, Mr. Karan Y. Shah, Whole-time Director of the Company has received remuneration of '' 30,00,000 from MEMCO Engineering Private Limited - Wholly Owned Subsidiary (WOS) of the Company.

18. STATEMENT ON FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors, pursuant to the provisions of the Act and Regulation 19 read with Schedule II, Part D of the SEBI LODR.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and Nomination and Remuneration Committee reviewed the performance of individual Directors based on criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors, the performance of Non- Independent Directors and the Board was evaluated. Additionally, they also evaluated the Chairman of the Board. The Board also assessed the quality, quantity and timeliness of the flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Board of Directors expressed their satisfaction with the evaluation process.

19. ANNUAL RETURN

Pursuant to Section 92(3) of Companies Act 2013, the copy of Annual Return for the Financial Year ended 31^st March 2024 is placed on the Company''s website at PCL - Annual Return FY 23-24.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any loans, guarantees or made investment under section 186 of Companies Act, 2013 during the period under review.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the Financial year ended 31^st March 2024 with related parties were on an arm''s length basis and were in the ordinary course of business. There were no material related party transactions (RPTs) undertaken by the Company during the Financial Year that require Shareholders'' approval under Regulation 23(4) of SEBI LODR or Section 188 of the Act.

The approval of the Audit Committee was sought for all RPTs. Certain transactions which were repetitive in nature were approved through omnibus route. All the transactions followed the applicable provisions of the Act and SEBI LODR. Therefore, the disclosure of related party transactions as required under Section 134 (3)(h) of the Act in Form AOC-2 is not applicable to the Company and hence the same is not provided. (Please refer Note No. 33 to the Standalone Financial Statements).

22. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS, SECRETARIAL AUDITORS

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in the Audit Report on the Standalone and Consolidated Financial Statements for the Financial year ended 31^st March 2024.

The Report of Secretarial Auditors for the Financial Year ended 31^st March 2024 is also unmodified.

23. MATERIAL CHANGES AFTER THE CLOSURE OF FINANCIAL YEAR

There were no material changes after the closure of the financial year.

24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of Energy, Technology absorption, Foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure B and is attached to this report.

25. SUBSIDIARIES AND ACQUISITIONS

The Company has 2 (Two) subsidiaries, 2 (Two) step

down subsidiaries as on 31^st March 2024.

a) PCL (International) Holding B.V. (“PCL NL”) -Wholly Owned Subsidiary (WOS)

PCL NL is a WOS of the Company in Netherlands. The existing customer base of the Company is predominantly located in Europe and hence to facilitate coordination between Company and customers WOS was formed. The Company through this WOS holds 100% stake in EMOSS Mobile Systems B.V. (Netherlands) and MFT Motoren und Fahrzeugtechnik GmbH (Germany). Other objective of having PCL (International) Holding B.V. is to monitor the performance and reporting of subsidiaries centrally.

During the Financial Year under review, on Consolidated basis PCL NL registered a total revenue of '' 3 0,943.27 Lakhs as against '' 40,229.34 Lakhs in the previous year. The net loss for the year stood at '' 3,756.35 Lakhs as against net loss of '' 1,412.86 Lakhs in the previous year.

b) Memco Engineering Private Limited (“MEMCO”) - WOS

MEMCO is a WOS of the Company based in Nashik, Maharashtra, India. It is engaged in the business of manufacturing fuel injection components for conventional CRDi diesel engines, brake components, high pressure diesel injector connectors for naval ships and high precision instrumentation components. MEMCO enjoys long term relationships with marquee global customers like Bosch, Delphi, Endress Hauser and Giro.

During the Financial Year under review, on MEMCO registered a total revenue of '' 5 ,006.33 Lakhs as against '' 5 ,339.19 Lakhs in the previous year. The net loss for the year stood at '' 22.98 Lakhs as against net loss of '' 24.42 Lakhs in the previous year.

c) MFT Motoren und Fahrzeugtechnik Gmbh (“MFT”) - Step Down Subsidiary

MFT is engaged in the business of manufacturing Balancer Shafts (i.e. fully machined, hardened and balanced vertical and horizontal Balancer shafts),

Camshafts, Bearing Caps, Engine Brackets and Prismatic Components (i.e. brake and chassis components, machining of all casting materials). MFT enjoys long term relationships with marquee global customers like Volkswagen, Audi, Opel, Westphalia, Hatz, Suzuki etc.

d) Emoss Mobile Systems B.V. (“EMOSS”) - Step Down Subsidiary

EMOSS is a one-of-a-kind business that designs, develops, produces and supplies complete electric powertrains for trucks, busses, military vehicles and heavy equipment. EMOSS business model includes conversion of diesel trucks into ready to use electric trucks. The Company also manufactures "ready to assemble modular kits" which are assembled onto the chassis. EMOSS provides an end-to-end solution to its customers which includes research and development, engineering, production, testing, certification, delivery and post-sales service. EMOSS also provides real-time power management and tracking via an integrated cockpit setup. The trucks powered by Electric Drivelines can carry a maximum payload of 50 tons with a mobility of up to 350 km which may be extended beyond 500 km with long range extenders developed by EMOSS. Acquisition has paved access to electrical mobility markets such as Europe, North America, Australia and New Zealand.

The Company has formulated a policy for determining "material" subsidiaries is available on the website of the Company at PCL - Policy for determining Material Subsidiaries.

26. STATEMENT CONTAINING THE SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDARIES / ASSOCIATE COMPANIES / JOINT VENTURES

Further a statement containing salient features of the financial statements of subsidiaries in the prescribed format AOC-1 is appended as Annexure-A to this Report. The statement also provides details of performance and financial position.

There has not been any material change in the nature of the business of the Subsidiaries. As required under SEBI LODR and Act, the consolidated financials of your Company and Subsidiaries are provided in this annual report.

27. STATEMENT ON RISK MANAGEMENT POLICY

The Company has in place Risk Management Committee to identify, assess, monitor and mitigate various risks to the Company. The Company''s future growth is linked with general economic conditions prevailing in the market. Management has taken appropriate measures for identification of risk elements related to the Industry, in which the Company is engaged, and is always trying to reduce the impact of such risks. The Company has also formulated Risk Management Policy and Risk Management Systems are evaluated by the Audit Committee.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the Listing Regulations. Risk Management Policy is hosted on website of the Company at PCL - Risk Management Policy.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

During the Financial Year under review, there were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company''s operation in future. Investigation under Section 210 of Companies Act 2013 has been initiated by Ministry of Corporate Affairs on 17^th December 2021. The investigation is under process.

29. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to the Financial Statements. The policies and procedures adopted by the Company covers orderly and efficient conduct of business including adherence to the Company''s policies, safeguarding of the assets of the Company, prevention and detection of fraud and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information. The Audit Committee periodically reviews the internal control systems with the Management, Internal Auditors and Statutory Auditors test the adequacy of internal audit functions.

During the Financial Year under review, these controls were tested and the observations of the Auditors were addressed by the Company after taking necessary steps to strengthen the financial controls and improve the systems. Statutory Auditors have also certified adequacy of internal financial controls systems over financial reporting based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control, as stated in the Guidance Note on Audit of Internal financial controls over financial reporting issued by the Institute of Chartered Accountants of India.

30. DEPOSITS

During the Financial Year under review, the Company has not accepted any deposits.

31. SECRETARIAL AUDIT REPORT AND ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s. J B Bhave & Co., Company Secretaries, Pune as the Secretarial Auditors of the Company for the Financial Year 2023-2024. There are no qualifications/ observations/ remarks in the Secretarial Audit Report for the Financial Year ended 31^st March 2024 which is annexed herewith as an Annexure H to the Annual Report.

Pursuant to SEBI Circular CIR/CFD1/27/2019 dated 8^th February 2019 all listed entities shall, additionally, on annual basis, submit a report to the stock exchange(s) on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder within 60 days of end of Financial Year. Such report shall be submitted by Company Secretary in practice to the Company in the prescribed format. The Company has received this report from M/s J.B. Bhave & Co., Company Secretaries, Pune for the Financial Year ended 31^st March 2024 and it has been submitted to the stock exchange(s) within the stipulated time. The said report form''s part of this Annual Report as Annexure I.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company''s guiding principle for CSR is to build its relationship with stakeholders and the community at large, and to contribute to their long term social good and welfare.

As on 31^st March 2024, the composition of Corporate Social Responsibility (CSR) Committee is as follows:

Sr. No.	Name	Designation
1.	Mr. Yatin S. Shah	Chairman
2.	Dr. Suhasini Y. Shah	Member
3.	Dr. Ameet N. Dravid	Member
4.	Ms. Apurva P. Joshi	Member
5.	Mr. Suhas J. Ahirrao	Member

Detailed Annual Report on CSR activities for the Financial Year ended 31^st March 2024 is given as Annexure C and CSR Policy is also disclosed on the website of the Company at PCL - CSR Policy.

33. PCL ESOS 2015 - INFORMATION REGARDING ALLOTMENTS DURING THE YEAR

During the Financial Year ended 31^st March 2024, in terms of PCL ESOS 2015, the Company has not allotted any Equity Shares on exercise of vested options and no fresh grant was made by the Company.

The disclosures in compliance with Section 62 of the Companies Act, 2013 read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014, SEBI (Share Based Employee Benefits) Regulations, 2014 are as follows:

Total No. of Shares covered by ESOP Scheme approved by the Shareholders	6,00,000 (Six Lakhs) Equity Shares
Grant	I	II	Total
Options granted	-	-	-
Options Vested	-	-	-
Options exercised	-	-	-
The total number of shares arising as a result of exercise of option	-	-	-
Options forfeited	-	-	-
Options lapsed	-	-	-
Extinguishment or modification of options	-	-	-
The exercise price	'' 10/-	'' 10/-	'' 10/-
Pricing formula	As per the ESOS Scheme approved by the
	members of the Company.
Variation of terms of options	NA	NA	NA
Money realised by exercise of options	-	-	-
Total number of options in force		NIL
Employee wise details of options granted to:
i. Key Managerial Personnel & Senior Managerial Personnel	NA	NA	NA
ii. Any other employee who receives a grant of options in any one	NA	NA	NA
year of option amounting to 5% or more of options granted during that year
iii. Identified employees who were granted option, during any one	NA	NA	NA
year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.
Issued Capital (excluding outstanding warrants and conversions of	NA	NA	NA
the Company at the time of grant. (Only in case of Listed Companies)
Diluted EPS calculated in accordance with International Accounting	NA	NA	NA
Standard (IAS) 33

Disclosure under SEBI (Shared Based Employee Benefits) Regulation 2014 is available on the website of the Company at ESOP Disclosure 2023-24.

The certificate from J. B. Bhave & Co., Practicing Company Secretary, Pune, Secretarial Auditors of the Company, confirming that the scheme has been implemented in accordance with the aforesaid regulations and in accordance with the resolution passed by the Members of the Company would be placed before the Members at the ensuing Annual General Meeting.

34. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. The Company has adopted a Whistle Blower Policy (Vigil mechanism) to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud, irregularities or violation of the Company''s Code of Conduct. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

The detailed policy on Vigil mechanism is disclosed on the website of the Company at PCL - Vigil Mechanism Policy.

35. CORPORATE GOVERNANCE REPORT

Report on Corporate Governance is about maximising shareholder value legally, ethically and sustainably. Corporate Governance Report is set out in this Annual Report as Annexure E.

A certificate from M/s J. B. Bhave & Co., Company Secretaries regarding compliance with conditions of corporate governance as required under SEBI LODR also forms part of this Annual Report as Annexure F.

A certificate from M/s J. B. Bhave & Co. Company Secretaries regarding compliance with Schedule V of SEBI LODR also forms part of this Annual Report as Annexure G.

36. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for Prevention of Sexual Harassment (PoSH) at workplace. This inter alia provides a mechanism for the resolution, settlement or prosecution of acts or instances of Sexual Harassment at work and ensures that all employees are treated with respect and dignity. The Company has also complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaint was reported to the Committee during the year ended on 31^st March 2024 in connection with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ICC Committee details are provided in Posh Policy which is available on website of the Company at PCL -Policy on Prevention of Sexual Harassment of Women at Workplace.

37. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the Financial Year ended 31^st March 2024, there were no instances of fraud which were reported by the Statutory Auditors to the Audit Committee/ Board.

38. AUDITORS

(a) STATUTORY AUDITOR

The members at the 27^th AGM of the Company appointed M/s MSKA & Associates, Chartered Accountants (Firm Reg. No. 105047W) as the Statutory Auditors of the Company for a period of 5 (Five) years to conduct the Statutory Audit from the Financial Year 2019- 20 to Financial Year 2023-24 and to hold office from the conclusion of 27^th AGM till the conclusion of AGM held for Financial Year

2023-24. The Company has decided to appoint M/s MSKA & Associates, Chartered Accountants (Firm Reg. No. 105047W) as the Statutory Auditors of the Company for a further period of 5 (Five) years, subject to the approval of members in the ensuing AGM, to conduct the Statutory Audit from Financial year 2023-24 and to hold office till the conclusion of 37^th AGM held for the Financial Year 2028-29.

(b) COST AUDITORS

The Board of Directors, on the recommendation of Audit Committee, had appointed M/s. S. V. Vhatte and Associates, Cost Accountants [Firm Registration No.: 100280] as Cost Auditors to audit the cost accounts of the Company for the Financial Year ended 31^st March 2024. The Cost Audit report for the Financial Year 2024-25 will be filed with the Ministry of Corporate Affairs on or before the due date.

The Board on recommendations of the Audit Committee have appointed M/s. S. V. Vhatte and Associates, Cost Accountants [Firm Registration No.: 100280] as Cost Auditors to audit the cost accounts of the Company for the Financial Year ended 31^st March 2025, subject to ratification of remuneration by the members at the ensuing AGM. The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

(c) INTERNAL AUDITORS

The Company appointed M/s Unicus Risk Advisors LLP as Internal Auditors of the Company for the Financial Year ended 31^st March 2025. The scope and authority of the Internal Auditor is as per the terms of reference approved by the Audit Committee. The Internal Auditors monitor and evaluate the efficiency and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Company.

39. REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under SEBI LODR forms part of this Annual Report.

40. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors of your Company to the best of their knowledge and ability hereby state and confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

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

4. the Directors had prepared the annual accounts on a going concern basis; and

5. the Directors had laid down internal financial controls to be followed by the Company and such internal controls are adequate and were operating effectively; and

6. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

41. CODE OF CONDUCT FOR BOARD AND SENIOR MANAGEMENT

The Company has adopted the Code of Conduct for the Directors and Senior Management and the same is

available on the website of the Company at PCL - Code of conduct for Board and Senior Management.

AH Directors and Senior Management members have affirmed their compliance with the said Code. A declaration pursuant to the Regulation 26 (3) read with Part D of the Schedule V of the SEBI LODR, 2015 signed by Managing Director to this effect forms part of Corporate Governance Report of this Annual Report.

42. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A detailed Business Responsibility and Sustainability Report in terms of the provisions of Regulation 34 of the SEBI LODR is available as a separate section in the Annual Report.

43. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company is in compliance of applicable secretarial standards issued by the Institute of Company Secretaries of India from time to time.

44. INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") dividends which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF"). The Members whose dividend/ shares are transferred to the IEPF Authority can claim their shares/dividend from the IEPF Authority following the procedure prescribed in the Rules.

In accordance with the said IEPF Rules and its amendments, the Company had sent notices to all the Shareholders whose shares were due for transfer to the IEPF Authority and simultaneously published newspaper advertisements. The Company had frequently sent communication to these shareholders by email whose email address are available with R&T / DP and also through various other modes viz. notice of

General Meeting or notice regarding deduction of tax at source (TDS) for dividend payment etc.

45. CONTRIBUTION OF INDEPENDENT DIRECTORS TO THE GROWTH OF THE COMPANY

The Board of Directors of the Company strategically comprises of Independent Directors from different domains which adds value to the Company. Every Independent Director with his expertise and integrity has earned a vast experience and reputation in the industry. Our Independent Directors are experts in Finance, Company Laws, Forensic Audits, Corporate Restructuring, Commercial Laws and Audit. These domains are integral part of every business and therefore the collective expertise of these board members ensure that we are up to the mark with the global leaders in terms of ethics, corporate governance, best industry practices, transparency and technology.

46. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR.

During the year, the Company has not made any application nor there is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 as at the end of the Financial Year.

47. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF. During the Financial year, the Company has not initiated One Time Settlement with the Banks or Financial Institutions and therefore no details are required to be furnished.

48. CAUTIONARY STATEMENTS

Statements in this report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, estimates and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

49. ACKNOWLEDGEMENTS

The Directors would like to place on record their deep appreciation to employees/ workers at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation your Company has been receiving from its Shareholders, Customers, Business Associates, Bankers, Suppliers and all other stakeholders for their continued support and their confidence in its management.

For and on behalf of the Board of Directors of Precision Camshafts Limited

Yatin S. Shah Ravindra R. Joshi

DIN: 00318140 DIN:03338134

Chairman and Managing Director Whole-time Director and CFO

Date: 23^rd May 2024 Date: 23^rd May 2024

Place: Solapur Place: Solapur

---

Mar 31, 2018

The Directors are pleased to present the TWENTY SIXTH ANNUAL REPORT and the Audited Financial Statements for the year ended 31^st March, 2018.

1. FINANCIAL RESULTS

The Company''s financial performance for the year under review along with previous year''s figures is given hereunder:

(Rs. in lakhs)

Financial Results	Standalone		Consolidated
	For the Year ended 31st March, 2018	For the Year ended 31st March, 2017	For the Year ended 31st March, 2018	For the Year ended 31st March, 2017
Total Revenue (I)	41,918.88	47,617.86	44,004.37	47,560.68
Total Expenses (II)	33,123.32	36,645.20	34,888.64	36,710.56
Earnings before interest, tax, depreciation and amortisation (EBITDA) (I) - (II)	8795.56	10,972.66	9,115.74	10,850.13
Profit before tax	5376.15	8,741.77	7,013.22	9,716.64
Total Tax Expenses	1900.52	2,656.41	2,280.57	3,057.84
Profit for the year	3475.63	6,085.36	4,732.65	6,658.80
EPS ( Basic )	3.67	6.42	4.98	7.03
EPS (Diluted)	3.66	6.41	4.98	7.01

The abovementioned figures are extracted from financial statements prepared in accordance with the Indian accounting standards (IND AS).

2. COMPANY''S FINANCIAL PERFORMANCE

During the Financial Year under review on standalone basis your Company registered a total revenue Rs. 41,918.88 lakhs as against Rs.47,617.86 lakhs in the previous year. The profit after tax for the year stood at Rs. 3475.63 lakhs as against Rs. 6,085.36 lakhs in the previous year. Your Company reported reduction in top-line by 12% over the previous year.

On consolidated basis Total Revenue was Rs.44,004.37 lakhs as against Rs. 47,560.68 lakhs in the previous year. The profit after tax for the year stood at Rs. 4,732.65 lakhs as against Rs. 6,658.80 lakhs in the previous year. Your Company reported reduction in top-line by 7.5% over the previous year

3. DIVIDEND

The Board of Directors of your Company has recommended a final dividend of Rs. 1/- (10%) per Equity Share of Face Value of Rs.10/- for the Financial year ended 31^st March 2018.

Payment of dividend is subject to the approval of the members at the ensuing Annual General Meeting. In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Dividend Distribution Policy. The Dividend Distribution Policy of the Company is also hosted on the website of the Company and can be viewed at www.pclindia.in.

4. SHARE CAPITAL

During the year under review, your company allotted 82,105 Equity Shares of Rs. 10/- each on the exercise of Stock Options under Precision Camshafts Limited Employee Stock Option Scheme 2015 ("PCL ESOS 2015"). Consequently the Issued, Subscribed and Paid-up Equity Share Capital of the Company increased from Rs. 9479.45 lakhs divided into 94,794,530 Equity Shares of Rs. 10/- each to Rs. 9487.66 Lakhs divided into 94,876,635 Equity Shares of Rs. 10/each.

5. SUBSIDIARIES AND ACQUISITIONS

(a) PCL (INTERNATIONAL) HOLDINGS B.V. NETHERLANDS ("PCL Netherlands")

Your Company incorporated a Wholly Owned Subsidiary Company in Netherlands under the name "PCL (International) Holdings B.V. Netherlands" ("PCL Netherlands") in October 2016. During the year, the Company made investment in Equity Shares to the extent of Rs. 2214.00 Lakhs in PCL Netherlands. The Equity contribution made in PCL Netherlands was utilized for strategic acquisitions. The existing customer base of the Company is predominantly located in Europe, hence to get future orders and to establish research and development PCL Netherlands would add value to the business of the Company.

(b) MEMCO Engineering Private Limited ("MEMCO")

With intention to diversify its product portfolio, the Company during the year, acquired 95% Equity Share Capital of MEMCO Engineering Private Limited, Nashik, Maharashtra. The acquisition was done on 10^th October, 2017 for an enterprise value of Rs. 3,804.35 lakhs. Pursuant to the Share Purchase Agreement, your Company would acquire balance 5% Equity Shares by end of September 2018 based on financial performance.

MEMCO is engaged in the business of manufacturing fuel injection components for conventional CRDi diesel engines, brake components, high pressure diesel injector connectors for naval ships and high precision instrumentation components. MEMCO enjoys long term relationships with marquee global customers like Bosch, Delphi, Endress Hauser and Giro. For the financial year ended 31^st March, 2018 the Revenue from Operations of the Company was Rs. 3,472.44 Lakhs and Profit After Tax was Rs. 188.09 Lakhs on standalone basis, however in consolidation of MEMCO financials in the Company, financials of only six months of MEMCO has been considered.

(c) MFT Motoren und Fahrzeugtechnik GmbH, Germany ("MFT")

With intention to grow the Company inorganically, the Company identified a similar allied product like Camshafts, Bearing Caps, Engine Brackets and Prismatic Components and acquired through its Wholly Owned Subsidiary, PCL (International) Holdings B .V. Netherlands (PCL, Netherlands") 76% Shares in M/s MFT Motoren und Fahrzeugtechnik GmbH, Germany ("MFT") on 23^rd March, 2018 for a sum of Rs. 2500 Lakhs. Pursuant to Share Purchase Agreement, the Company would acquire balance 24% Shares in the Financial Year 2021 based on the performance in the Financial Year 2020.

MFT is engaged in the business of manufacturing Balancer Shafts (i.e. Fully Machined, hardened and balanced vertical and horizontal Balancer shafts), Camshafts, Bearing Caps, Engine Brackets and Prismatic Components (i.e. brake and chasis components, machining of all casting materials). MFT is a financially strong company with a turnover of about Rs. 16,000 lakhs in the year 2017. MFT enjoys long term relationship with marquee global customers like Volkswagen, Audi, Opel, Westfalia, Hatz, Suzuki etc. With acquisition of MFT, it would strengthen the Company''s niche machining capabilities and diversify in new product range to cater to the customers in European markets.

Consequent to the acquisition of MEMCO by the Company, MFT Motoren through its Wholly Owned Subsidiary Company M/s PCL (International) Holdings B.V. Netherlands as on 31^st March, 2018, your company has 3 (three) subsidiaries and 1 (one) Step down Subsidiary and 2 (two) Associate Companies.

Consolidated Financial Statements of the Company which include the results of the said Subsidiary and Step-down Subsidiary Companies are included in this Annual Report. Further a Statement containing particulars for each of Subsidiaries is also enclosed. Copies of Annual Accounts (management certified) and related information of the subsidiaries can also be sought by members of the Company by making a written request to the Company. The Annual Accounts of the Subsidiaries (management certified) are also available for inspection at the Company''s Registered office and or concerned Subsidiary''s Registered Office.

The Company has formulated a policy for determining "material" subsidiaries and such policy is also hosted on the website of the Company and can be viewed at www.pclindia.in.

Further a statement containing salient features of the financial statements of subsidiaries in the prescribed format AOC-1 is appended as Annexure-I to this Report. The statement also provides details of performance, financial position of each of its subsidiaries.

6. CREDIT RATING

Credit ratings on standalone basis is:-

(a) CARE Ratings has reaffirmed: "A" Stable rating to the Company for Long Term Bank Facilities and

(b) CARE Ratings has reaffirmed: "A1" rating to the Company for Short Term Bank Facilities

7. UTILIZATION OF IPO PROCEEDS

The proceeds of the IPO are being used for setting up of machine shop for machining of camshafts and general corporate purposes. The unutilized portion thereto has been invested in bank deposits. There is no deviation in use of proceeds from objects stated in the offer documents. The summary of utilization of IPO proceeds as on 31^st March, 2018 is stated in Note No. 41 of Notes to Accounts.

8. DIRECTORS AND KEY MANAGERIAL PERSON

Changes in the Composition of Board of Directors of the Company:

The Shareholders of the Company in the Annual General Meeting held on 27^th September, 2017 approved reappointment of Mr. Yatin S. Shah (DIN 00318140) as Chairman and Managing Director for a period of 5 years w.e.f. 1^st April, 2017 to 31^st March, 2022. The Shareholders of the Company in the Annual General Meeting also approved re-appointment of Mr. Vaibhav S. Mahajani (DIN 00304851), as Independent Director of the Company for the second term of 5 years upto the 30^th Annual General Meeting of the Company to be held in Financial Year 2022-23.

Mr. Jayant V. Aradhye (DIN 00409341) ceased to be a Non-Executive Director of the Company with effect from 28^th May, 2018 consequent to his resignation due to health and age. The Board acknowledges the valuable contribution made by Mr. Jayant V. Aradhye during his tenure.

The Board of Directors at the meeting held on 13^th August, 2018 appointed Mr. Karan Y. Shah (DIN 07985441) son of Mr. Yatin S. Shah, Chairman and Managing Director and Dr. (Mrs.) Suhasini Y. Shah Promoters of the Company as Additional Director of the Company designated as "Whole-time Director - Business Development" with effect from 13^th August, 2018 for a period of 5 years. He holds office upto the date of ensuing Annual General Meeting offers himself for appointment.

Dr. (Mrs.) Suhasini Y. Shah (DIN 02168705), had been re-designated by the Board of Directors at the meeting held on 13^th August, 2018 as Non-Executive Non Independent Director of the Company with effect from 13^th August, 2018. Dr. (Mrs.) Suhasini Y. Shah, retires by rotation in the ensuing Annual General Meeting and being willing and eligible offers herself for re-appointment.

The term of appointment of Mr. Sarvesh N. Joshi (DIN 03264981), Independent Director will end in the ensuing Annual General Meeting. The Board, at its meeting held on 28^th May, 2018 has, subject to the approval of members in the ensuing Annual General Meeting recommended extension of the term of Mr. Sarvesh N. Joshi as Independent

Director for the next 5 years i.e. up to the 31^st Annual General Meeting of the Company.

During the year, Mr. Swapneel S. Kuber, Company Secretary and Compliance Officer resigned from the services of the Company with effect from 29^th September, 2017. Mr. Mahesh A. Kulkarni was appointed Company Secretary and Compliance Officer with effect from 8^th December, 2017

The brief profile(s) and other details relating to the Director(s) who are proposed to be appointed and/or reappointed, as required to be disclosed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Notice of 26^th Annual General Meeting.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel (KMP) of your Company for the financial year 2017-18 were:-

Mr. Yatin S. Shah, Chairman and Managing Director,

Dr. (Mrs.) Suhasini Y. Shah, Whole-time Director,

Mr. Ravindra R. Joshi, Whole-time Director and Chief Financial Officer and

Mr. Swapneel S. Kuber, Company Secretary and Compliance Officer upto 28^th September, 2017.

Mr. Mahesh Kulkarni, Company Secretary and Compliance Officer with effect from 8^th December, 2017

9. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criterion of Independence as prescribed under Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. STATEMENT ON FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, evaluation of every Director''s performance was done by Nomination and Remuneration Committee. The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof, and Chairman of the Company was carried out by the Independent Directors/Company. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director(s) being evaluated.

A structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The Board of Directors expressed their satisfaction with the evaluation process.

11. PCL ESOS 2015 - INFORMATION REGARDING ALLOTMENTS DURING THE YEAR

The Members at the Annual General Meeting of the Company held on 28^th September, 2016 approved the Precision Camshafts Limited Employee Stock Option Scheme 2015 ("PCL ESOS 2015"). The employee stock options are exercisable into not more than 6,00,000 equity shares of Rs. 10/- each.

During the year under review, in terms of PCL ESOS-2015, the Company has allotted 82,105 Equity Shares of Rs. 10/on exercise of vested options. During the year under review no fresh grant was made by the Company.

The disclosures in compliance with Section 62 of the Companies Act, 2013 read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014, SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 (SEBI ESOP Regulation) is as follows:

Total No. of Shares covered by ESOP Scheme approved by the Shareholders	6,00,000 (Six Lakhs) Equity Shares
Grant	I	II	Total
Options granted	Nil	Nil	Nil
Options vested	12,500 Equity Shares	82,605 Equity Shares	95,105 Equity Shares
Options exercised	7,375 Equity Shares	74,730 Equity Shares	82,105 Equity Shares
The total number of shares arising as a result of	7,375 Equity	74,730 Equity	82,105 Equity Shares
exercise of option	Shares	Shares
Options forfeited	Nil	Nil	Nil
Options lapsed	5,625	10,625	16,250
Extinguishment or modification of options
The exercise price	10	10
Pricing formula	As per the ESOS Scheme approved by the members of the Company.
Variation of terms of options	NA	NA
Money realized by exercise of options	73,750	7,47,300	8,21,050
Total number of options in force (PCL ESOS 2015)	177,290 Equity Shares
Employee wise details of options granted to:
- Key Managerial Personnel & Senior Managerial	NA	NA	NA
Personnel
- Any other employee who receives a grant of options in any one year of option amounting to 5% or more of options granted during that year	NA	NA	NA
Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.	NA	NA	NA
Issued Capital (excluding outstanding warrants and	NA	NA	NA
conversions of the Company at the time of grant.
(Only in case of Listed Companies)
Diluted EPS calculated in accordance with	NA	NA	NA
International Accounting Standard (IAS) 33

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

a) The Company has not given any loans to its subsidiaries, associates or joint venture companies during the year under review

b) The Company has given Corporate Guarantee of Rs. 14,900 lakhs to Bank of Baroda, London in respect of Term Loan given by Bank of Baroda to its Wholly Owned Subsidiary Company M/s PCL International Holdings, B.V. Netherlands for strategic acquisitions. Please refer Note No. 34 of notes forming part of the financial statements to the Standalone Financial Statements.

c) Please refer Note No 5 notes forming part of the financial statements to the Standalone Financial Statements) for investments under Section 186 of the Companies Act, 2013.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during financial year with related parties were on an arm''s length basis and were in the ordinary course of business. Such transactions form part of the notes to the financial statements provided in this Annual Report. (Please refer Note No. 34 to the Standalone Financial Statements.) The details of material transactions entered with related parties during the year 2017-18 in Form AOC-2 are enclosed herewith as Annexure-A

14. STATEMENT ON RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to the Company. The Company''s future growth is linked with general economic conditions prevailing in the market. Management has taken appropriate measures for identification of risk elements related to the Industry, in which the Company is engaged, and is always trying to reduce the impact of such risks. The Company has also formulated Risk Management Policy and Risk Identification and Mitigation Plans are discussed at the Audit Committee.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company''s guiding principle for CSR is to build its relationship with stakeholders and the community at large, and to contribute to their long term social good and welfare. Your company, as a matter of duty, has been carrying out the CSR activities since long even when there were no statutory requirements in this regard.

In compliance with the guidelines prescribed under Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility (CSR) Committee comprising of:

Mr. Yatin S. Shah, Chairman

Dr. Mrs. Suhasini Y. Shah, Member

Mr. Vedant V. Pujari, Member

Mr. Vaibhav Mahajani, Member

The role of the CSR Committee is to formulate and recommend a CSR policy to the Board, to recommend amount of expenditure to be incurred on CSR activities, to monitor the CSR policy of the Company from time to time and to institute a transparent monitoring mechanism for implementation of CSR projects or programmes or activities undertaken by the Company.

Detailed information report on CSR policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to Section 135 of the companies Act, 2013 is given as Annexure B- and is also disclosed on the website of the Company (www.pclindia.in).

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formulated a detailed policy on vigil mechanism and is also disclosed on the website of the Company (www.pclindia.in). The vigil mechanism is overseen by the Audit Committee and provides a mechanism for Directors and employees of the Company to report to the Chairman of the Audit Committee or Chairman of the Company in respect of any instance of unethical behavior, fraud, irregularities or violation of the Company''s code of conduct. During the year, there have been no complaints alleging child labour, forced labour, involuntary labour and discriminatory employment.

17. EXTRACT OF ANNUAL RETURN

Extract of Annual Return in MGT-9 has been enclosed as Annexure -C

18. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure - D and is attached to this report.

19. AWARDS

On 17^th November, 2017, Dun & Bradstreet in association with Export Credit Guarantee Corporation of India Ltd (ECGC) awarded Precision Camshafts Limited with the ''D&B - ECGC SME Business Excellence Awards 2017'', recognizing its efforts and excellence in engineering and machinery work in the medium-scale businesses category.

20. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure E to this Report.

There were no employee(s) in receipt of remuneration of '' 1.02 Crores or more per annum or in receipt of remuneration of '' 8.50 Lakhs per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 except employees mentioned in Annexure E of the Annual Report.

Industrial relations continued to be cordial during the year.

21. INTERNAL COMPLAINTS COMMITTEE (ANTI- SEXUAL HARASSMENT POLICY)

The Company has in place a policy for prevention of sexual harassment at workplace. This inter alia provides a mechanism for the resolution, settlement or prosecution of acts or instances of Sexual Harassment at work and ensures that all employees are treated with respect and dignity. The Company has also complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaint was reported to the Committee during the year ended on 31^st March, 2018 in connection with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

22. DEPOSITS

The Company has not accepted any deposits during the year under review. At the end of the year, there are no outstanding undisputed deposits that are matured and unpaid.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

During the year, there were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company''s operation in future.

24. COMMISSION OR REMUNERATION FROM SUBSIDIARY

Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from Subsidiary(ies).

25. AUDITORS

(a) STATUTORY AUDITORS

The members at the 25^th Annual General Meeting held on 27^th September 2017, appointed M/s P. G. Bhagwat, Chartered Accountants, Pune (ICAI Firm Registration Number 101118W) as the Statutory Auditors of the Company for a period of five years with effect from the conclusion of 25^th Annual General Meeting till the conclusion of the 30^th Annual General Meeting of the Company to be held in the Financial Year 2022-2023 (subject to ratification of their appointment at every Annual General Meeting if so required under the Companies Act, 2013).

The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting has been done away with vide notification dated 7^th May, 2018 issued by Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors who were appointed in the Annual General Meeting held on 27^th September, 2017.

(b) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s J. B. Bhave & Co. Company Secretaries, Pune, to conduct Secretarial Audit of the Company for Financial Year 2017-2018. The Report of the Secretarial Audit for Financial Year 2017-2018 is annexed herewith as an Annexure-F to the Annual Report.

(c) COST AUDITORS

The Board of Directors, on the recommendation of Audit Committee, appointed M/s. S. V. Vhatte And Associates Cost Accountants, Solapur, [Firm Registration No.:100280] as Cost Auditors to audit the cost records of the Company for the Financial Year 2018-19. As required under the Companies Act, 2013, a resolution seeking Members'' approval for the remuneration payable to the Cost Auditors forms part of the notice convening the 26^th Annual General Meeting. The Cost Audit report for the Financial Year 2017-18 will be filed with the Ministry of Corporate Affairs on or before the due date. The Company pursuant to the provisions of Section 148 of the Companies Act, 2013 and applicable rules made thereunder, makes and maintains cost records.

(d) INTERNAL AUDITORS

The Company has appointed Internal Auditor. The scope and authority of the Internal Auditor is as per the terms of reference approved by Audit Committee. The Internal Auditors monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

(e) REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

(f) CORPORATE GOVERNANCE

Report on Corporate Governance is about maximizing shareholder value legally, ethically and sustainably. Corporate Governance Report is set out in this Annual Report as Annexure- G

A certificate from M/s J. B. Bhave & Co. Practicing Company Secretaries, Pune regarding compliance with conditions of corporate governance as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also forms part of this Annual Report as Annexure - H

(g) DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors hereby submits its responsibility Statement:—

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

4. The Directors had prepared the annual accounts on a going concern basis; and

5. The Directors had laid down internal financial controls to be followed by the Company and such internal controls are adequate and were operating effectively.

6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(h) MATERIAL CHANGES AFTER CLOSE OF FINANCIAL YEAR

- Incorporation of PCL Brasil Automotive LTDA ("PCL Brazil")

Your Company through its Wholly Owned Subsidiary PCL (International) Holding B.V., Netherlands incorporated a Subsidiary Company in Brazil under the name "PCL BRASIL AUTOMOTIVE LTDA" in the state of Sao Paulo, Brazil ("PCL Brazil") on 10^th May, 2018 under the number 30.417.283/0001-32.

PCL Brasil to manufacture machined camshafts to cater the needs of customers in Brazil and South America

- Acquisition of EMOSS Mobile Systems B.V., Netherlands ("EMOSS")

Your Company through its Wholly Owned subsidiary PCL (International) Holdings B .V. Netherlands (PCL, Netherlands") acquired 51% Shares of EMOSS Mobile Systems B.V., Netherlands ("EMOSS") on 17^th May, 2018 for Rs. 5,800 Lakhs.

EMOSS is a one-of-a-kind business that designs, develops, produces and supplies complete electric powertrains for trucks, busses, military vehicles and heavy equipment. EMOSS business model includes conversion of diesel trucks into ready to use electric trucks. The company also manufactures "ready to assemble modular kits" which are assembled onto the chassis. EMOSS provides an end to end solution to its customers which includes research and development, engineering, production, testing, certification, delivery and post-sale service. EMOSS also provides real time power management and tracking via an integrated cockpit setup. The trucks powered with Electric Drivelines can carry a maximum payload of 50 tons with a mobility of up to 350 km which may be extended beyond 500 km with long range extenders developed by EMOSS. The acquisition will enable the Company to foray into electric mobility a one stop solution for electric powertrains by providing tailor made engineering services on electric vehicles and equipment''s. Acquisition to pave access to electrical mobility markets such as Europe, North America and Australasia.

With this acquisition the Company forays into electric mobility a one stop solution for electric powertrains. EMOSS is now a step-down subsidiary of your company.

Other than details specified above, there are no other significant change between closure of the financial year ended on 31^st March, 2018 and the date of this report in respect of Company''s financial position, profitability, turnover, suspension of any business activity, foreign collaborations, joint ventures etc.

(i) STATEMENT CONTAINING THE SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDARIES / ASSOCIATE COMPANIES / JOINT VENTURES

The details of Subsidiary, Joint Ventures and Associate Companies is given in Form AOC - 1 as Annexure -I

There has not been any material change in the nature of the business of the Subsidiary and Joint Ventures. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, the consolidated financials of your Company and Subsidiary and Joint Ventures are provided in this annual report.

(j) CODE OF CONDUCT FOR BOARD AND SENIOR MANAGEMENT

The Company has adopted the Code of Conduct for the Directors and Senior Management and the same is available on the Company''s website www.pclindia.in. All Directors and senior Management personnel have affirmed their compliance with the said Code. A declaration signed by Managing Director to this effect is annexed as a part of Directors'' Report.

(k) COMMITTEES OF BOARD

Details of all the Committees along with their charters, compositions and meetings held during the year are provided in the report on corporate governance which forms part of this Annual Report and also available on the website of the Company (www.pclindia.in).

(l) COMPANY''S POLICY ON DIRECTORS'', KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Company pays remuneration by way of salary, perquisites, allowances, commission and retirement benefits to its Executive Directors. The remuneration to the Executive Director(s) is in accordance with the provisions of the Companies Act, 2013 and Rules made thereunder and is within the ceiling limits as provided thereunder and approved by the shareholders.

The Company''s policy of remuneration of the senior management is structured to attract and retain the talent and is in turn dependent on following key parameters:

1. Complexities and criticality of the jobs

2. Profile of the employee in terms of his / her qualification and experience

3. General trends in the industry and market for a similar talent

4. Incorporation of an element of motivation by way of remuneration linked to specific performances wherever applicable.

As a policy of the Company, the Non-executive Directors are paid commission as a percentage of profit based on the performance evaluation for that financial year under review.

(m) INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statements. The Audit Committee periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors test the adequacy of internal audit functions. During the year under review, these controls were tested and the observations of the Auditors were addressed by the Company after taking necessary steps to strengthen the financial controls and improve the systems. Statutory Auditors have also certified adequacy of internal financial controls systems over financial reporting 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.

(n) BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Pune. The Agenda of the Board / Committee meetings is set by the Company Secretary in consultation with the Chairman and Managing Director and Chief Financial Officer of the Company. The Agenda is circulated a week prior to the date of the meeting. The Agenda for the Board and Committee meetings cover items set out as per the guidelines in Listing Regulations to the extent it is relevant and applicable. The Agenda for the Board and Committee meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year 7 (Seven) Board Meetings were convened and held on 26^th April, 2017, 22^nd May, 2017, 10^th August, 2017, 10^th October 2017, 13^th November 2017, 8^th December, 2017 and 12^th February 2018.

The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.

(o) MEETING OF INDEPENDENT DIRECTORS

In compliance with the provisions of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of Independent Directors was held on 14^th March, 2018 to review the performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman of the Company, taking into account the views of Chairman and Managing Director, Executive Directors and Non-Executive Directors.

The Independent Directors of the Company at their meeting held on 14^th March, 2018 expressed satisfaction on the quality, quantity and timeliness of flow of information between the Company Management and the Board. Except one Independent Director all other Independent Directors were present at the meeting.

(p) EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS, SECRETARIAL AUDITORS AND COST AUDITORS IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Secretarial Auditors or by the Cost Auditors in their respective reports and in respect of the Emphasis of Matters the information shared by the auditors is self-explanatory and needs no further explanations from the Board.

(q) DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, no instances of frauds were reported by the Statutory Auditors of the Company.

(r) CAUTIONARY STATEMENTS

Statements in this report, particularly those which relate to Management Discussion and Analysis , describing the Company''s objectives, estimates and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

(s) ACKNOWLEDGEMENTS

The Directors would like to place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation your Company has been receiving from its Shareholders, Customers, Business Associates, Bankers, Suppliers and all other stakeholders for their continued support and their confidence in its management.

For and on behalf of the Board of Directors of

Precision Camshafts Limited

Yatin S. Shah Ravindra R. Joshi

Chairman and Managing Director Whole-time Director and CFO

Date: 13^th August, 2018 Date: 13^th August, 2018

Place: Pune Place: Pune

---

Mar 31, 2017

To,

The Members,

PRECISION CAMSHAFTS LIMITED

The Directors are pleased to present the TWENTY FIFTH ANNUAL REPORT and Audited Financial Statements for the year ended 31^st March, 2017.

1. FINANCIAL RESULTS

The Company’s financial performance for the year under review along with previous year’s figures is given hereunder:

(Rs. in Lakhs)

Financial Results	Standalone		Consolidated
	For the Year ended 31st March, 2017	For the Year ended 31st March, 2016	For the Year ended 31st March, 2017	For the Year ended 31st March, 2016
Total Revenue (I)	47,617.86	46,477.55	47,560.68	46,868.20
Total Expenses (II)	36,645.20	33,516.20	36,710.54	33,927.30
Earnings before interest, tax, depreciation and amortisation (EBITDA) (I) - (II)	10,972.65	12,961.35	10,850.13	12,940.89
Profit before tax	8,741.80	9,067.25	9,716.65	10,334.16
Total Tax Expenses	2,656.40	3,191.97	3,057.84	3,462.22
Profit for the year	6,085.39	5,875.28	6,658.81	6,871.93
EPS ( Basic )	6.42	7.01	7.03	8.20
EPS (Diluted)	6.41	6.99	7.01	8.18

The abovementioned figures are extracted from financial statements prepared in accordance with the Indian accounting standards (IND AS). The Company has followed guidance prescribed in IND AS 101 i.e. First -time adoption of Indian Accounting Standards for the impact of transition. Further, the Company has regrouped the figures of the standalone and consolidated financials for the year ended 31^st March, 2016 under provisions of IND AS.

2. COMPANY’S FINANCIAL PERFORMANCE

Your Company reported top-line growth of 3% over the previous year. On standalone basis total revenue stood at Rs.47,618 lakhs in current year compared to Rs.46,478 lakhs in the previous year. The profit for the year stood at Rs.6,085 lakhs as against Rs.5,875 lakhs in the previous year.

On consolidated basis Gross Revenue stood at Rs.47,561 lakhs in current year compared to Rs.46,868 lakhs in the previous year. The profit for the year stood at Rs.6,658 lakhs in the current year as against Rs.6,871 lakhs in the previous year.

3. DIVIDEND

Company had declared and paid dividend every year at the rate of 10% on the face value of the equity shares. On the special occasion of the completion of 25^th year of the Company your Directors recommend dividend of Rs.1.50/per share (i.e. 15%) on the equity share of Rs.10/- inclusive of special dividend of Rs.0.50/- per share.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has adopted Dividend Distribution Policy in the Board Meeting dated 13^th February 2017.

The Dividend Distribution Policy of the Company is available on the website i.e. www.pclindia.in.

4. UTILIZATION OF IPO PROCEEDS

The proceeds of the IPO are being used for setting up of machine shop for machining of camshafts and other strategic initiatives, up-gradation of the existing IT infrastructure and general corporate purposes. The unutilized portion thereto has been invested in bank deposits. The summary of utilization of net IPO proceeds as on 31^st March, 2017.

Details of utilization of net IPO proceeds

(Rs. in Lakhs)

Sr.	Particulars	Objects of	Total Spent	amount	Amount
No.		the offer	/ Utilization	recovered	pending
		as per the	Upto 31st	from	Utilization
		prospectus	March, 2017	shareholders
1	Establishment of a machine shop for camshafts at the EOU unit	20,000	5,300	-	14,700
2	Offer related expenses	1,314	2,304	989	(0.00)
3	General Corporate Purposes	2,686	-	-	2,686
	Total	24,000	7,604	989	17,386

Unspent amount is kept in fixed deposits with banks:

(Rs. in Lakhs)

Particulars	Amount
Fixed deposits with banks (inclusive of Principal of Rs.17,245.45 & interest Rs.235.23 thereon)	17,480.68
Amount available at Current Account of Company	140.55
Total	17,621.23

EXPLANATION FOR THE VARIATION IN THE USE OF IPO PROCEEDS -

The Company has setup a building for new machine shop and started setting up line of machines for machining of ductile iron camshafts from IPO proceeds. As OEMs have delayed the schedule of order by 9-10 months, hence the Company has deferred the purchase of requisite machines as stated in the offer document. As such, the utilisation of IPO Proceeds will get deployed accordingly to the confirmation of schedule from the OEMs.

5. DIRECTORS & KEY MANAGERIAL PERSON

Changes in the Composition of Board of Directors of the Company:

Board recommends the re-appointment of Mr. Yatin S. Shah (DIN 00318140) as Chairman and Managing Director for a period of 5 years w.e.f. 1^st April, 2017 to 31st March, 2022 for approval of shareholders in the ensuing Annual General Meeting.

Mr. Ravindra R. Joshi (DIN 03338134), Director and CFO retires by rotation in the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The term of appointment of Mr. Vaibhav S. Mahajani (DIN 00304851) is ending in the ensuing Annual General Meeting and Board recommends the re-appointment of Mr. Vaibhav S. Mahajani for the next 5 years i.e. up to the 30^th Annual General Meeting of the Company for approval of shareholders.

The brief profile(s) and other details relating to the Director(s) who are proposed to be re-appointed, as required to be disclosed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Notice of 25^th Annual General Meeting.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel (KMP) of your Company are Mr. Yatin S. Shah, Chairman and Managing Director,

Dr. Mrs. Suhasini Y. Shah, Whole-time Director,

Mr. Ravindra R. Joshi, Whole-time Director - CFO and

Mr. Swapneel S. Kuber, Company Secretary and Compliance Officer.

There has been no change in KMP’s during the year.

6. DECLARATIONS FROM THE INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criterion of Independence as prescribed under Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

7. STATEMENT ON FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, evaluation of every Director’s performance was done by Nomination & Remuneration Committee. The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof, and Chairman of the Company was carried out by the Independent Directors. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director(s) being evaluated.

A structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The Board of Directors expressed their satisfaction with the evaluation process.

8. PCL ESOS 2015 - INFORMATION REGARDING ALLOTMENTS DURING THE YEAR

The Members at the Annual General Meeting of the Company held on 28^th September 2016 approved the Precision Camshafts Limited Employee Stock Option Scheme 2015 (PCL ESOS 2015). The employee stock options are exercisable into not more than 6,00,000 equity shares of Rs.10/- each.

During the year under review, in terms of PCL ES0S-2015, the Company has allotted 49,705 equity of Rs.10/- on exercise of vested options. During the year under review no fresh grant was made by the Company.

The disclosures in compliance with Section 62 of the Companies Act, 2013 read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014, SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 (SEBI ESOP Regulation) is as follows:

Total No. of Shares covered by ESOS Scheme approved by the Shareholders	6,00,000 (Six Lakhs) Equity Shares
Grant	I	II	Total
Options granted	Nil	Nil	Nil
Options vested	12,500 Equity Shares	84,255 Equity Shares	96,755 Equity Shares
Options exercised	7,750 Equity Shares	41,955 Equity Shares	49,705 Equity Shares
The total number of shares arising as a result of exercise of	7,750 Equity	41,955 Equity	49,705 Equity
option	Shares	Shares	Shares
Options forfeited	Nil	Nil	Nil
Options lapsed	Nil	5,500	5,500
Extinguishment or modification of options	NA	NA	NA
The exercise price	10	10	10
Pricing formula	As per the ESOS Scheme approved by the members of the Company.
Variation of terms of options	NA	NA	NA
Money realized by exercise of options	77,500	4,19,550	4,97,050
Total number of options in force (PCL ESOS 2015)	3,27,745 Equity Shares
Employee wise details of options granted to:
- Key Managerial Personnel & Senior Managerial Personnel	NA	NA	NA
- Any other employee who receives a grant of options in any	NA	NA	NA
one year of option amounting to 5% or more of options granted during that year
Identified employees who were granted option, during any one	NA	NA	NA
year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

Issued Capital (excluding outstanding warrants and conversions of the Company at the time of grant. (Only in case of Listed Companies)	NA	NA	NA
Diluted EPS calculated in accordance with International Accounting Standard (IAS) 33	NA	NA	NA

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not granted any Loan, Guarantee or Security covered under Section 186 of the Companies Act, 2013. Further, Company has not made any fresh investment in the subsidiaries during the year under review.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during financial year with related parties were on an arm’s length basis and were in the ordinary course of business. The details of transactions entered with related parties during the year 2016-17 are enclosed herewith as Annexure A.

11. STATEMENT ON RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to the Company. The Company’s future growth is linked with general economic conditions prevailing in the market. Management has taken appropriate measures for identification of risk elements related to the Industry, in which the Company is engaged, and is always trying to reduce the impact of such risks. The Company has also formulated Risk Management Policy and Risk Identification and Mitigation Plans are discussed at the Audit Committee.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company’s guiding principle for CSR is to build its relationship with stakeholders and the community at large, and to contribute to their long term social good and welfare. Your Company, as a matter of duty, has been carrying out the CSR activity since long even when there were no statutory requirements in this regard.

In compliance with the guidelines prescribed under section 135 of the Companies Act, 2013 your Company has constituted Corporate Social Responsibility (CSR) Committee comprising of:

Mr. Yatin S. Shah, Chairman Dr. Mrs. Suhasini Y. Shah, Member and Mr. Vedant V. Pujari, Member

To broad-base the CSR Committee, Mr. Vaibhav S. Mahajani was inducted as member of the aforementioned Committee on 26th April, 2017.

The role of the CSR Committee is to formulate and recommend a CSR policy to the Board, to recommend amount of expenditure to be incurred on CSR activities, to monitor the CSR policy of the Company from time to time and to institute a transparent monitoring mechanism for implementation of CSR projects or programmes or activities undertaken by the Company.

Detailed information report on CSR policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to Section 135 of the companies Act, 2013 is given as Annexure B and is also disclosed on the website of the Company (www.pclindia.in).

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formulated a detailed policy on vigil mechanism and is also disclosed on the website of the Company (www.pclindia.in). The vigil mechanism is overseen by the Audit Committee and provides a mechanism for Directors and employees of the Company to report to the Chairman of the Audit Committee or Chairman of the Company in respect of any instance of unethical behavior, fraud, irregularities or violation of the Company’s code of conduct. During the year, there have been no complaints alleging child labour, forced labour, involuntary labour and discriminatory employment.

14. EXTRACT OF ANNUAL RETURN

Extract of Annual Return in MGT-9 has been enclosed as Annexure C.

15. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure D and is attached to this report.

16. PARTICULARS OF EMPLOYEES

The ratio of remuneration of each Director to the median of employees’ remuneration as per Section 197(12) of the Companies Act 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and the Statement containing the details about top 10 employees under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 form part of the Annual Report as Annexure E.

There were no employee(s) in receipt of remuneration of Rs.1.02 Crores or more per annum or in receipt of remuneration of Rs.8.50 Lakhs per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 except employees mentioned in Annexure E of the Annual Report.

17. INTERNAL COMPLAINTS COMMITTEE (ANTI- SEXUAL HARASSMENT POLICY)

The Company has in place a policy for prevention of sexual harassment at workplace. This inter alia provides a mechanism for the resolution, settlement or prosecution of acts or instances of Sexual Harassment at work and ensures that all employees are treated with respect and dignity.

No complaint was reported to the committee during the year ended on 31^st March, 2017 in connection with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

1 8. DEPOSITS

The Company has not accepted any deposits during the year under review. At the end of the year, there are no outstanding undisputed deposits that are matured and unpaid.

19. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

During the year, there were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company’s operation in future.

20. COMMISSION OR REMUNERATION FROM SUBSIDIARY

Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from Subsidiary(ies).

21. AUDITORS

1. STATUTORY AUDITORS

In compliance with the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder the term of office of M/s. S R B C & Co. LLP, Chartered Accountants, Pune (Firm Registration No. 324982E/E30000) as the Statutory Auditors of Company will end at the conclusion of the ensuing Annual General Meeting.

The Board of Directors places on record its appreciation to the services rendered by M/s. S R B C & Co. LLP as the Statutory Auditors of the Company.

Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of M/s. P G Bhagwat & Co., Chartered Accountants, Pune (ICAI Firm Registration Number 101118W) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 for a period of 5 years commencing from the conclusion of the 25^th AGM till the conclusion of the 30^th AGM, subject to ratification by shareholders every year, as may be applicable.

Accordingly, the Board recommends the resolution in relation to appointment of Statutory Auditors, for the approval by the shareholders of the Company.

2. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s J. B. Bhave & Co. Company Secretaries, Pune, to undertake the Secretarial Audit of the Company for Financial Year 2016-2017. The Report of the Secretarial Audit for Financial Year 2016-2017 is annexed herewith as an Annexure F to the Annual Report.

3. COST AUDITORS

The Cost Audit report for the Financial Year 2016-17 will be filed with the Ministry of Corporate Affairs within stipulated time line.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. S V Vhatte, Cost Accountants, Solapur, [Firm Registration No.:100280] as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2017-18. As required under the Companies Act, 2013, a resolution seeking Members’ approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the 25^th Annual General Meeting.

4. INTERNAL AUDITOR

The Company has appointed Internal Auditor. The scope and authority of the Internal Auditor is as per the terms of reference approved by Audit Committee. The Internal Auditor monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

22. REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis Report as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

23. CORPORATE GOVERNANCE

Report on Corporate Governance is about maximizing shareholder value legally, ethically and sustainably. Corporate Governance Report is set out in this Annual Report as Annexure G.

A certificate from the M/s J. B. Bhave & Co. Practicing Company Secretaries, Pune regarding compliance with conditions of corporate governance as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also forms part of this Annual Report as Annexure H.

24. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:—

1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

4. the Directors had prepared the annual accounts on a going concern basis; and

5. the Directors had laid down internal financial controls to be followed by the Company and such internal controls are adequate and were operating effectively.

6. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. MATERIAL CHANGES AFTER CLOSE OF FINANCIAL YEAR

There is no significant change between closure of the financial year ended on 31st March, 2017 and the date of this report in respect of Company’s financial position, profitability, turnover, new business activity, suspension of any business activity, foreign collaborations, joint ventures etc.

26. STATEMENT CONTAINING THE SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDARIES / ASSOCIATE COMPANIES / JOINT VENTURES

The details of Subsidiary, Joint Ventures and Associate Companies is given in Form AOC - 1 as Annexure I.

There has not been any material change in the nature of the business of the subsidiary and Joint Ventures. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, the consolidated financials of your Company and subsidiary and Joint Ventures are provided in this annual report.

27. CODE OF CONDUCT FOR BOARD AND SENIOR MANAGEMENT

The Company has adopted the Code of Conduct for the Directors and Senior Management and the same is available on the Company’s website www.pclindia.in. All Directors and Senior Management personnel have affirmed their compliance with the said Code. A declaration signed by Managing Director to this effect is annexed as a part of Directors’ Report.

28. COMMITTEES OF BOARD

Details of all the Committees along with their charters, compositions and meetings held during the year are provided in the report on corporate governance which forms part of this Annual Report and also available on the website of the Company (www.pclindia.in).

29. COMPANY’S POLICY ON DIRECTORS’, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT PERSONNEL APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Company pays remuneration by way of salary, perquisites, allowances, commission & retirement benefits to its Executive Directors. The remuneration to the Executive Director(s) is in accordance with the provisions of the Companies Act, 2013 and Rules made thereunder and is within the ceiling approved by the members by way of a Special Resolution during the year under review.

The Company’s policy of remuneration of the senior management is structured to attract and retain the talent and is in turn dependent on following key parameters:

1. Complexities & criticality of the jobs

2. Profile of the employee in terms of his / her qualification and experience

3. General trends in the industry & market for a similar talent

4. Incorporation of an element of motivation by way of remuneration linked to specific performances wherever applicable.

As a policy of the Company, the Non-executive Directors are paid commission as a percentage of profit based on the performance evaluation for that financial year under review.

30. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statements. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors test the adequacy of internal audit functions. During the year under review, these controls were tested and the observations of the Auditors were addressed by the Company after taking necessary steps to strengthen the financial controls and improve the systems.

31. BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Pune. The Agenda of the Board / Committee meetings is set by the Company Secretary in consultation with the Chairman and the Managing Director and Chief Financial Officer of the Company. The Agenda is circulated a week prior to the date of the meeting. The Agenda for the Board and Committee meetings cover items set out as per the guidelines in Listing Regulations to the extent it is relevant and applicable. The Agenda for the Board and Committee meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year 6 (Six) Board Meetings were convened and held for which details are as follows:

1 Monday, 30^th May, 2016 4 Wednesday, 7^th September, 2016

2 Tuesday, 2^nd August, 2016 5 Friday, 18^th November, 2016

3 Friday, 19^th August, 2016 6 Monday, 13^th February, 2017

The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.

32. MEETING OF INDEPENDENT DIRECTORS

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of SEBI Listing Regulations, 2015, a meeting of Independent Directors was held on 30^th March, 2017 to review the performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman of the Company, taking into account the views of Chairman and Managing Director, Executive Directors and Non-Executive Directors.

The Independent Directors of the Company at their meeting held on 30^th March, 2017 expressed satisfaction on the quality, quantity and timeliness of flow of information between the Company Management and the Board.

33. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS, SECRETARIAL AUDITORS AND COST AUDITORS IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks made by the either by the Statutory Auditors or by the Secretarial Auditors or by the Cost Auditors in their respective reports.

34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, no instances of frauds were reported by the Statutory Auditors of the Company.

35. CAUTIONARY STATEMENTS

Statements in this report, particularly those which relate to MD&A, describing the Company’s objectives, estimates and expectations may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

36. ACKNOWLEDGEMENTS

The Directors would like to place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation your Company has been receiving from its Shareholders, Customers, Business Associates, Bankers, Suppliers and all other stakeholders.

For and on behalf of the Board of Directors of

Precision Camshafts Limited

Yatin S. Shah Ravindra R. Joshi

Chairman and Managing Director Director and CFO

Date: 10^th August 2017 Date: 10^th August 2017

Place: Detroit, USA Place: Pune

---

Mar 31, 2016

To,

The Members,

PRECISION CAMSHAFTS LIMITED

The Directors are pleased to present the TWENTY FOURTH ANNUAL REPORT and the audited Accounts for the year ended 31^dMarch 2016.

1. FINANCIAL RESULTS

The Company''s financial performance for the year under review along with previous year''s figures is given hereunder:

(Rs. in Lakhs)

	Standalone		Consolidated
Financial Results	For the Year ended 31st March, 2016	For the Year ended 31st March, 2015	For the Year ended 31st March, 2016	For the Year ended 31st March, 2015
Revenue from operations & other Income	45,511.19	52,491.82	49,423.14	54,274.89
Profit (Loss) before Interest, Tax & Depreciation (EBITDA)	13,450.10	14,850.70	15,116.50	15,116.40
Less: Interest	906.29	1,087.36	1,112.85	1,123.28
Less: Depreciation	3,899.91	3,913.44	4,271.44	4,122.33
Profit (Loss) After Depreciation & before Tax (EBIT)	8,643.90	9,849.90	9,732.21	9,870.78
Exceptional Item
Tax Expenses
- Taxation Current Year	3,721.74	3,760.03	3,915.44	3,920.30
- Tax relating to prior period	(180.48)	17.22	(180.48)	17.22
- Deferred Tax (written back)	388.15	(268.37)	(418.71)	(286.00)
Profit /(Loss) after tax	5,490.80	6,341.02	6,415.96	6,219.27
Prior Period Items	—	1,578.00	—	1,578.00
Profit/ (Loss) for the year	5,490.80	4,763.02	6,415.96	4,641.27
EPS ( Basic )	6.55	5.82	7.65	5.67
EPS (Diluted)	6.53	5.82	7.63	5.67

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 211 (3C) of the Companies Act, 1956 (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of Rule 7 of The Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 1956 / Companies Act, 2013, as applicable.

The audited consolidated financial statement provided in the Annual Report is in accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures.

2. COMPANY''S FINANCIAL PERFORMACE

Despite the challenging macroeconomic environment, the total revenue from operations of the Company was Rs. 493.23 Cr. as compared to previous fiscal to Rs. 542.74 Cr. Net Profit (before exceptional items) was Rs. 64.15 Cr. as compared to previous year Rs. 62.19 Cr.

3. DIVIDEND

Your Board of Directors in their meeting held on Wednesday, 16^th March, 2016 declared and paid Interim Dividend of Rs. 1/- per equity share (i.e. 10% ) for the Financial year 2015-16 .

Your Directors do not recommend any final dividend for the Financial Year 2015-16.

4. INITIAL PUBLIC OFFER

Your Board is pleased to inform that the Company has successfully completed the Initial Public Offer (IPO) and equity shares of the Company were listed on both BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") with effect from 8^th February 2016.

Initial Public Offering (IPO) of Company comprised of a fresh issue of 1,29,03,225 equity shares and an offer for sale of 91,50,000 equity shares by selling shareholders for Rs. 186/- per equity share (inclusive of premium of Rs. 176/- per share).

Consequently Paid up share capital of the Company increased from Rs. 81,84,16,000/- to Rs. 94,74,48,250/- after making allotment of fresh issue of share.

Issue Detail:

- Issue Open: From Jan 27, 2016 - To Jan 29, 2016

- Issue Type: Book Built Issue IPO

- Issue Size: 2,20,53,225 Equity Shares of Rs 10 aggregating up to Rs 410.00 Cr.

- Face Value: Rs 10/- Per Equity Share

- Band Price: Rs. 180/- Rs. 186 Per Equity Share

- Market Lot for application: in multiple of 80 Equity Shares

- Listing At: BSE, NSE

- Oversubscription: 1.91 times

IPO of your Company was the first issue of calendar year 2016 in the Capital market. It was also the first issue after SEBI shortened the IPO timeline to T 6 (that is time taken between IPO closing and the day of listing from 12 days to just 6) and also with 100% compulsory ASBA method.

5. SHARE ISSUE EXPENSES

Pursuant to the Initial Public Offering (IPO), equity shares having par value of Rs. 10/- per share were allotted at a price of Rs. 186/- per equity share comprising of fresh issue of 1,29,03,225 equity shares and offer for sale of 91,50,000 equity shares by selling shareholders. The equity shares of the Company were listed on the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") with effect from 08^th February, 2016. The Company has incurred expenses of Rs.12,52,33,959/- (net of service tax) relating to fresh issue of equity shares which has been adjusted to securities in terms of section 52 of the Companies Act, 2013.

Details of utilization of net IPO proceeds

(Rs. in Lakhs)

Particulars	Objects of the offer as per the prospectus	Total Spent / Utilization Up to March 31, 2016	Amount recovered from shareholders	Amount pending Utilization
Establishment of a machine shop for ductile iron camshafts at the EOU unit	20,000	1,284	-	18,716
Offer related expenses	1,314	1,275	-	39
General Corporate Purposes	2,686	-	-	2,686
Amount recovered from the existing Shareholders towards their offer related expenses	-	-	1,028	1,028
Total	24,000	2,560	10,282	22,486

Unspent amount is kept in fixed deposits with banks:

(Rs. in lakhs)

Particulars	Amount
Fixed deposits with banks Amount lying at current account of the Company	20,940 1,528
Total	22,486

6. DIRECTORS & KMPs

Composition of Board of Directors of the Company:

Mr. Yati''n S. Shah, Chairman and Managing Director

Dr. Mrs. Suhasini Y. Shah, Executive Director

Mr. Ravindra R. Joshi, Director & CFO

Mr. Jayant V. Aradhye, Director

Mr. Sarvesh N. Joshi, Independent Director

Mr. Pramod H. Mehendale, Independent Director

Mr. Vedant V. Pujari, Independent Director

Mr. Vaibhav S. Mahajani, Independent Director

Mr. Swapneel S. Kuber, Company Secretary and Compliance Officer

Changes in the Composition of Board of Directors of the Company:

During the year under review Mr. Vaibhav S. Mahajani, (DIN 00304851) was appointed as Independent Director of the Company vide Extra-ordinary General Meeting of the Company held on 8^th June, 2015 for a term of 2 years i.e. up to the conclusion of the 25^th Annual General Meeting of the Company.

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 2013, Mr. Jayant V. Aradhye (DIN - 00409341) retires in the ensuing Annual General Meeting and being eligible offers himself for reappointment.

The term of appointment of Mr. Pramod H. Mehandale (DIN 00026884) and Mr. Vedant V. Pujari (DIN 07032764 ) is ending on ensuing Annual General Meeting and it is proposed to renew the same for the next 5 years i.e. up to the 29^th Annual General Meeting of the Company subject to the approval of the Shareholders.

The brief resumes and other details relating to the Directors who are proposed to be re-appointed, as required to be disclosed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Notice of 24^th Annual General Meeting.

7. DECLARATIONS FROM THE INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criterion of Independence as prescribed under Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

8. STATEMENT ON FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, evaluation of every Director''s performance was done by Nomination & Remuneration Committee. The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof, and Chairman of the Company was carried out by the Independent Directors. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director being evaluated.

Further SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Framework includes the evaluation of directors on various parameters such as -

- Board dynamics and relationships

- Information flows

- Decision-making

- Relationship with stakeholders

- Company performance and strategy

- Tracking Board and Committees'' effectiveness

The performance of the Board was evaluated on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, participation in assessment of annual operating plan, risks. etc.

Member of the Board carried out a formal review for the performance and effectiveness of the Board, committees of the Board and of all the directors including the Chairman of the Board.

For further details, please refer Report on Corporate Governance forming part of this Annual Report.

Disclosure of the ratio of the remuneration of each Director to the median employee''s remuneration and other details as required pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are in Annexure E.

The Details of remuneration paid to the Directors are given in the Form MGT-9 forming part of the Directors'' Report.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not granted any Loan and Guarantee covered under Section 186 of the Companies Act, 2013.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during financial year with related parties were on an arm''s length basis and were in the ordinary course of business. The details of transactions entered with related parties during the year 2015-16 are enclosed herewith as Annexure -A.

11. STATEMENT ON RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to the Company. The Company''s future growth is linked with general economic conditions prevailing in the market. Management has taken appropriate measures for identification of risk elements related to the Industry, in which the Company is engaged, and is always trying to reduce the impact of such risks. The Company has also formulated Risk Management Policy and Risk Identification and Mitigation Plans are discussed at the Audit Committee.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company''s guiding principle for CSR is to build its relationship with stakeholders and the community at large, and contribute to their long term social good and welfare. Your company, as a matter of duty, has been carrying out the CSR activity since long even when there were no statutory requirements in this regard.

In compliance with the guidelines prescribed under section 135 of the Companies Act, 2013 your Company has constituted Corporate Social Responsibility (CSR) Committee comprising of Mr. Yati''n Shah, Managing Director (Chairman); Dr. Mrs. Suhasini Shah, Director (Member); and Mr. Vedant Pujari, Independent Director (Member). The role of the CSR Committee is to formulate and recommend a CSR policy to the Board, to recommend amount of expenditure to be incurred on CSR activities, to monitor the CSR policy of the Company from time to time and to institute a transparent monitoring mechanism for implementation of CSR projects or programmes or activities undertaken by the Company.

Detailed information report on CSR policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to Section 135 of the companies Act, 2013 is given as Annexure -B and is also disclosed on the website of the Company (www.pclindia.in).

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formulated a detailed policy on vigil mechanism. The vigil mechanism is overseen by the Audit Committee and provides a mechanism for directors and employees of the Company to report to the Chairman of the Audit Committee or Chairman of the Company in respect of any instance of unethical behavior, fraud, irregularities or violation of the Company''s code of conduct.

14. EXTRACT OF ANNUAL RETURN

Extract of Annual Return in MGT - 9 has been enclosed as Annexure - C.

15. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules,

2014 is furnished in Annexure - D and is attached to this report.

16. PARTICULARS OF EMPLOYEES

The ratio of remuneration of each Director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and A Statement containing the details about top 10 employees under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms the part of the Board''s Report as Annexure-E.

There were no employee(s) in receipt of remuneration of Rs. 1.02 Cr. or more per annum or in receipt of remuneration of Rs. 8.50 Lakhs per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 except employees mentioned in Annexure E of the Annual Report.

17. INTERNAL COMPLAINTS COMMITTEE (ANTI- SEXUAL HARASSMENT POLICY)

The Company has in place a policy for prevention of Sexual harassment at workplace. This inter alia provides a mechanism for the resolution, settlement or prosecution of acts or instances of Sexual Harassment at work and ensures that all employees are treated with respect and dignity.

No complaint was reported to the committee during the year ended on 31^st March, 2016 in connection with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

18. DEPOSITS

The Company has not accepted any deposits during the year under review. At the end of the year, there are no outstanding undisputed deposits that are matured and unpaid.

19. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

During the year, there were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company''s operation in future.

20. COMMISSION OR REMUNERATION FROM SUBSIDIARY

Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from Subsidiary.

21. AUDITORS

1. STATUTORY AUDITORS

M/s. S R B C & Co. LLP, Chartered Accountants, Pune hold office until the conclusion of the ensuing Annual General Meeting. As required under the provisions of Section 139 and 141 of the Companies Act, 2013, the Company has received a written consent and certificate from M/s. S R B C & Co. LLP, Chartered Accountants stating that their appointment, if made, would be within the limits specified in said section and that they are not disqualified to be appointed as auditors of the Company. The Board has recommended to the shareholders re-appointment of M/s. S R B C & Co. LLP, Chartered Accountants as Auditors of the Company to hold the office up to the conclusion of 25^th Annual General meeting to be held in the calendar year 2017.

2. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s J. B. Bhave & Co. Company Secretaries, Pune, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is attached herewith as an Annexure - F to this Report.

3. COST AUDITORS

The Cost Audit report for the Financial Year 2015-16 was filed with the Ministry of Corporate Affairs on August 10, 2016.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. S. V. Vhatte, Cost Accountants, Solapur, [Firm Registration No. : 100280] as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2016-17. As required under the Companies Act, 2013, a resolution seeking Member''s approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the 24^th Annual General Meeting.

4. INTERNAL AUDITOR

The Company has appointed Internal Auditor. The scope and authority of the Internal Auditor is as per the terms of reference approved by Audit Committee. The Internal Auditor monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

22. REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report as Annexure G.

23. CORPORATE GOVERNANCE

Report on Corporate Governance is about maximizing shareholder value legally, ethically and sustainably. Corporate Governance Report is set out in this Annual Report as Annexure-H.

A certificate from the M/s J. B. Bhave & Co. Practicing Company Secretaries, Pune regarding compliance with conditions of corporate governance as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also forms part of this Annual Report as Annexure - I .

24. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement :

1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. the Directors had prepared the annual accounts on a going concern basis; and

5. the Directors had laid down internal financial controls to be followed by the Company and such internal controls are adequate and were operating effectively.

6. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. MATERIAL CHANGES AFTER CLOSE OF FINANCIAL YEAR

There is no significant change between closure of the financial year ended on March 31^st, 2016 and the date of this report in respect of company''s financial position, profitability, turnover, new business activity, suspension of any business activity, foreign collaborations, joint ventures etc.

26. STATEMENT CONTAINING THE SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDIARIES / ASSOCIATE COMPANIES / JOINT VENTURES

The details of Subsidiary, Joint Ventures and Associate Companies is given in Form AOC - 1 as Annexure - J.

There has not been any material change in the nature of the business of the subsidiary and Joint Ventures. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, the consolidated financials of your Company and subsidiary and Joint Ventures are provided in this Annual Report.

27. CODE OF CONDUCT FOR BOARD AND SENIOR MANAGEMENT

The Company has adopted the Code of Conduct for the Directors and Senior Management and the same is available on the Company''s website www.pclindia.in. All Directors and Senior Management Personnel have affirmed their compliance with the said Code. A declaration signed by Managing Director to this effect is annexed as a part of Directors'' Report.

28. COMMITTEES OF BOARD

Details of all the Committees along with their charters, compositions and meetings held during the year are provided in the report on corporate governance which forms part of this Annual Report and also available on the website of the Company (www.pclindia.in).

29. COMPANY''S POLICY ON DIRECTORS'', KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT PERSONNEL APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Company pays remuneration by way of salary, perquisites, allowances, commission & retirement benefits to its Executive Directors. The remuneration to the Executive Directors is in accordance with the provisions of the Companies Act, 2013 and Rules thereof and is within the ceiling approved by the members by way of a Special Resolution.

The Company''s policy of remuneration of the senior management is structured to attract and retain the talent and is in turn dependent on following key parameters:

1. Complexities & criticality of the job

2. Profile of the employee in terms of his / her qualification and experience

3. General trends in the industry & market for a similar talent

4. Incorporation of an element of motivation by way of remuneration linked to specific performances wherever applicable.

As a policy of the Company, the Non-executive Directors are paid commission as a percentage of profit based on the performance evaluation for that financial year under review.

30. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors test the adequacy of internal audit function. During the year under review, these controls were tested and the observations of the Auditors were addressed by the Company after taking necessary steps to strengthen the financial controls and improve the systems.

31. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the year 10 (Ten) Board Meetings were convened and held for which details are as follows:

1	Thursday 14th May 2015	6	Wednesday 18th November 2015
2	Tuesday 23rd June 2015	7	Friday 15th January 2016
3	Friday 3rd July 2015	8	Monday 1st February 2016
4	Tuesday 1st September 2015	9	Thursday 4th February 2016
5	Monday 7th September 2015	10	Wednesday 16th March 2016

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013

32. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in their respective reports.

33. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, there were no instances of frauds reported by Auditors under Section 143 (12) of the Companies Act, 2013

34. CAUTIONARY STATEMENTS

Statements in this report, particularly those which relate to MD&A, describing the Company''s objectives, estimates and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

35. ACKNOWLEDGEMENTS

The Directors would like to place on record their appreciation of the contribution made and support provided to the Company by the Shareholders, Employees, Merchant Bankers, Bankers, Suppliers and Customers.

For and on behalf of the Board of Directors of

Precision Camshafts Limited

Yatin S. Shah Ravindra R. Joshi

Chairman and Managing Director Director and CFO

(DIN 00318140) (DIN 0333814)

Date: 19^th August, 2016

Place: Solapur