Directors Report of Racl Geartech Ltd.

Mar 31, 2025

Your Board of Directors is pleased to share with you the Business Performance along with the Audited Financial
Statements for the financial year ended March 31,2025.

FINANCIAL PERFORMANCE

Key highlights of standalone and consolidated financial performance for the year ended March 31, 2025 under
review are summarized below:

Particulars	Standalone		Consolidated
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Total Revenue	42,728.92	42,303.55	42,498.98	41,527.08
Total Expenses	39,291.61	36,930.02	39,233.63	36,182.65
Finance Costs	2,943.80	2,363.49	2,986.53	2,363.32
Depreciation & Amortisation	2,993.04	2,455.02	2,993.04	2,455.02
Profit Before Tax	3,437.31	5,373.54	3,265.36	5,344.43
Tax Expenses:
Current Tax	-540.58	-1,039.16	-553.88	-1,050.71
Deferred Tax	-337.21	-353.64	-337.21	-353.64
Profit After Tax	2,559.51	3,980.73	2,374.26	3,940.08
Total Comprehensive Income for the Period	2,510.74	3,939.96	2,339.95	3,895.53
Earnings Per Share (Rs.)
1. Basic	23.74	36.92	22.02	36.54
2. Diluted	23.74	36.92	22.02	36.54

Particulars	FY 2024-25	FY 2023-24
Current ratio	1.05	1.09
Debt Equity	1.29	1.37
Interest Coverage	3.18	4.31
Fixed Asset Turnover	1.33	1.39
Total Assets to Debt	2.15	2.06
Debt Service Coverage	1.09	1.4
Debt/EBITDA	3.14	2.76

Explanation to key financial ratios

- Current Ratio indicates a Company’s overall liquidity position. It measures a Company’s ability to pay short¬
term obligations or those due within one year. It is calculated by dividing the current assets by current
liabilities.

- Debt Equity Ratio is used to evaluate a Company’s financial leverage. It is a measure of the degree to which

a Company is financing its operations through debt versus wholly owned funds. It is calculated by dividing
total debt by shareholder’s equity.

- Interest Coverage Ratio measures how many times a Company can cover its current interest payment with its
available earnings. It is calculated by dividing earnings available for debt service by interest payments.

- Fixed Asset Turnover is a financial efficiency ratio that measures how effectively a company uses its fixed
assets-like property, plant, and equipment (PP&E)-to generate sales revenue. It is calculated by dividing Net
sales by Average Net Fixed Assets.

- Total Assets to Debt is a solvency ratio that measures the proportion of a company’s total assets compared

to its total debt. It indicates how much of the company’s assets are financed by debt and reflects the firm’s

ability to cover its obligations using its total resources. It is calculated by dividing Total Assets by Total Debt.

- Debt Service Coverage Ratio is used to analyse the firm’s ability to pay off current interest and instalments.
It is calculated by dividing earnings available for debt service by debt service.

- Debt/EBITDA is a leverage ratio that measures a company’s ability to pay off its debt using its operating
earnings (EBITDA). It tells investors, analysts, and lenders how many years it would take to pay back all debt,
assuming EBITDA remains constant. It is calculated by dividing total Debt by EBITDA.

STATE OF AFFAIRS AND OPERATIONAL HIGHLIGHTS

On a standalone basis, the Company reported a Total Income of ''42728.92 Lakh for FY 2024-25, marking an
increase of ''425.37 Lakh over the previous year’s Total Income of ''42303.55 Lakh. After accounting for taxes, the
Profit After Tax (PAT) stood at ''2559.51 Lakh, compared to ''3980.73 Lakh in FY 2023-24.

On a consolidated basis, the Company achieved a Total Income of ''42498.98 Lakh in FY 2024-25, reflecting an
increase of 2.34% over the previous year’s income of ''41527.08 Lakh. The Consolidated Profit After Tax for the
year stood at ''2374.26 Lakh, as compared from ''3940.08 Lakh in FY 2023-24.

SHARE CAPITAL

During the year under review, there was no change in the authorised share capital of the Company.

As on March 31, 2025, the Paid-up Equity Share Capital of the Company stood at ''10,78,16,000, comprising
1,07,81,600 equity shares of face value ''10 each.

However, the Company has raised ''79.99 Crores by allotment of 10,06,480 equity shares to three Qualified
Institutional Buyers (QIBs) and one non-QIB investor, all belonging to the non-promoter category, aggregating to
''80 Crore (approx.), on preferential basis, in the Board Meeting held on May 23, 2025. The Company has received
all the requisite approvals from the respective stock exchanges. Thus, the paid up capital of the Company after
the said allotment stands at ''11,78,80,800.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for FY 2024-25 appearing in the Statement
of profit and loss.

DEPOSITS

The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 during the year.
CHANGE IN NATURE OF BUSINESS

During the period under review, there has been no change in the nature of business.

ALTERATION OF MEMORANDUM OF ASSOCIATION (MOA) AND ARTICLES OF ASSOCIATION (AOA)
OF THE COMPANY

During the FY 2024-25, the company has not altered the Memorandum of Association (MoA) and Articles of
Association (AoA) of Association of the Company.

DIVIDEND

The Board of Directors, at its meeting held on May 27, 2024, recommended a dividend of ''1.50 per fully paid-up
equity share on 1,07,81,600 equity shares of face value ''10 each for the financial year ended March 31, 2024.
This recommendation was made in accordance with the parameters set out in the Company’s Dividend
Distribution Policy. The proposed dividend was subsequently approved by the shareholders at the 41^st Annual
General Meeting (“AGM”) held on September 11,2024. The dividend was paid to all eligible shareholders whose
names appeared in the Register of Members as on the record date, September 4, 2024, and was disbursed before
October 10, 2024.

In view of the Company’s strategic focus on identifying, executing, and successfully implementing key business
projects across its operating verticals, the Board of Directors has prioritized the conservation of funds to support
these long-term initiatives. To ensure sustainable growth in assets and revenue, and to strengthen the Company’s
financial position for future opportunities, it is deemed prudent to retain earnings for reinvestment.

Accordingly, the Directors have not recommended any dividend for the FY 2024-25. This decision is aligned with
the Company’s commitment to enhancing long-term shareholder value through strategic expansion and sound
financial management.

The Dividend Distribution Policy, formulated in accordance with Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, is available on the Company’s website at www.raclgeartech.com.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises an optimum combination of executive, non-executive and independent
directors, including woman director. The Board provides strategic guidance and direction to the Company in
achieving its business objectives and protecting the interest of the stakeholders.

The Company’s Board comprises of the following Directors:

S. No.	Name of the Director	Designation
1.	Mr. Gursharan Singh	Chairman & Managing Director
2.	Mr. Anil Sharma	Non- Executive Non- Independent Director
3.	Ms. Narinder Paul Kaur	Non- Executive Non- Independent Director
4.	Mr. Shashank Ramesh Anikhindi	Independent Director
5.	Mr. Jagdish Keswani	Independent Director
6.	Brig. Harinder Pal Singh Bedi (Retd.)	Independent Director
7.	Ms. Malini Bansal	Independent Director

As per the declarations received by the Company none of the Directors are disqualified under Section 164(2)
and other applicable provisions of the Companies Act, 2013 (“the Act”). Certificate on non-disqualification as
required under Regulation 34 of SEBI Listing Regulations is forming part of the Corporate Governance Report.

Appointment/ Re-appointment of Directors

Mr. Anil Sharma (DIN: 00157911),Non-Executive Non Independent Director, retires by rotation, and being eligible,
have offered himself for re-appointment at the 42^nd AGM.

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, approved
the appointment of Mr. Pravir Kumar (DIN: 00671671) as an Additional Director in the category of Non-Executive,
Independent Director at its meeting held on August 11,2025. His appointment is effective until the ensuing AGM.

Further, the Board recommends his appointment as a Non-Executive, Independent Director for a term of three (3)
consecutive years, subject to approval of the Members by way of a Special Resolution at the 42^nd AGM.

Additionally, the Directors, based on the recommendation of the Nomination and Remuneration Committee,
approved the appointment of Mr. Rakesh Kapoor (DIN: 00015358) as an Additional Director in the category of
Non-Executive Non-Independent Director at its meeting held on August 11, 2025. His appointment is effective
until the ensuing AGM.

Further, the Board recommends his appointment as a Non-Executive, Non-Independent Director, subject to
approval of the Members by way of a Special Resolution at the 42^nd AGM.

Notice convening the 42^nd AGM includes the abovementioned proposal for appointments and re-appointments
and the requisite disclosures under Section 102 of the Act, Regulation 36(3) of the SEBI Listing Regulations and
Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India.

KEY MANAGERIAL PERSONNEL (KMP)

In terms of provisions of section 203 of the Act, following were the KMPs of the Company as on March 31, 2025:

Mr. Gursharan Singh	Chairman & Managing Director
Mr. Jitender Jain	Chief Financial Officer
Ms. Neha Bahal	Company Secretary & Compliance Officer

During the period under review, there was no change in the Key Managerial Personnel (KMP) of the Company.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year, five (5) meetings i.e. May 27, 2024, August 12, 2024, September 11, 2024, November 14,
2024 and January 31,2025), of Board of Directors of the Company were convened and held in accordance with the
provisions of the Act and secretarial standards issued by the Institute of Company Secretaries of India (ICSI). The
date(s) of the Board Meeting, attendance of the Directors is given in the Corporate Governance Report forming
part of this annual report. The time-gap between any two consecutive meetings was within the period prescribed
under the Act and SEBI Listing Regulations.

COMMITTEES OF THE BOARD OF DIRECTORS

In terms of the requirements of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and as a part of the best corporate governance practices, the terms of reference
and the constitution of these Committees is in compliance with the applicable laws and to ensure focused
attention on business and for better governance and accountability.

The details of each of these committees outlining their composition, terms of reference and number of meetings
held during FY 2024-25, are outlined in the Corporate Governance Report forming part of this annual report.

During FY 2024-25, recommendations made by the Committees to the Board of Directors were accepted by the
Board, after due deliberations.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held on January 31, 2025, with no participation of
Non-Independent Directors or the Management of the Company, inter-alia, to discuss evaluation of the
performance of Non-Independent Directors, the Board as a whole, evaluation of the performance of the Chairman,
taking into account the views of the Executive and Non-Executive Directors and the evaluation of the quality,
content and timeliness of flow of information between the management and the Board that is necessary for the
Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board
as a whole.

DECLARATION FROM INDEPENDENT DIRECTORS

The Board of Directors are of the opinion that the Independent Directors of the Company are of high integrity and
suitable expertise as well as experience (including proficiency).

The Company has received declaration of independence from all the Independent Directors as stipulated
under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, confirming that they meet
the criteria of independence, which has been duly assessed by the Board as part of their annual performance
evaluation exercise.

Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, Independent Directors have also confirmed

that they are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with an objective independent judgement and
without any external influence.

REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS DATABANK

All the Independent Directors of the Company have been registered and are members of Independent Directors
Databank maintained by the Indian Institute of Corporate Affairs (IICA).

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Policy (‘NRC Policy’) is in place laying down the role of Nomination and
Remuneration Committee, criteria of appointment, qualifications, term/tenure etc. of Executive Directors &
Independent Directors, annual performance evaluation, remuneration of Executive Directors, Non-Executive/
Independent Directors, Key Managerial Personnel & Senior Management, and criteria to determine qualifications,
positive attributes & independence of Director.

The NRC policy is available on the Company’s website at www.raclgeartech.com.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Board confirms having:

- followed the applicable Accounting Standards in the preparation of the Annual Accounts, and there are no
material departures from the same;

- selected such accounting policies and applied them consistently and made judgements and estimates that
are reasonable and prudent, so as to give a true and fair view of the state of affairs and of the profits of the
Company for that period;

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

- prepared the Annual Accounts on a going concern basis;

- laid down internal financial controls for the Company and such internal financial controls are adequate and
operating effectively; and

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

DIRECTORS AND OFFICERS INSURANCE (‘D&O’)

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has taken Directors
and Officers Insurance (‘D&O’) for all its directors.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and
that of its committees as well as performance of the Directors individually. Feedback was sought by way of a
structured questionnaire covering various aspects of the Board’s functioning such as adequacy of the composition
of the Board and its Committees, Board culture, execution, and performance of specific duties, obligations and
governance and the evaluation was carried out based on responses received from the Directors. The evaluation
is performed by the Board, Nomination and Remuneration Committee and Independent Directors with specific
focus on the performance and effective functioning of the Board and Individual Directors.

The above criterias are broadly based on the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors
on the basis of 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.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and
Remuneration Committee, the performance of the Board, its committees, and individual directors was also
discussed. Performance evaluation of independent directors was done by the entire Board, excluding the
independent director being evaluated.

FAMILIARISATION PROGRAMMES

The Members of the Board of the Company have been provided opportunities to familiarise themselves with the
Company, its Management, and its operations. The Directors are provided with all the documents to enable them
to have a better understanding of the Company, its various operations, and the industry in which it operates. All
the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their
appointment through a formal letter of appointment, which also stipulates various terms and conditions of their
engagement.

The Directors are regularly informed during the meetings of the Board and the Committees, of the activities of
the Company, its operations and issues faced by the engineering industry. Considering the long association
of the Directors with the Company and their seniority and expertise in their respective areas of specialization
and knowledge of the engineering industry, their training and familiarization were conducted in the below
mentioned areas:

- The Roles, Rights, Responsibilities and Duties of Independent Directors;

- Business Development Strategy and Plans;

- Changes brought in by the introduction of the Securities Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;

- Changes in the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015;

The detailed policy on the familiarisation programme is available on the website at www.raclgeartech.com
CODE OF CONDUCT

The Company has laid down a code of conduct which has been effectively adopted by the Board Members and
Senior Management of the Company. The detailed policy on the Code of Conduct is available on the website at
www.raclgeartech.com

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2025, the Company has one Wholly Owned subsidiary namely RACL Geartech GmbH,
incorporated in Austria. The Company has no Joint Venture or Associate Company. There has been no material
change in the nature of the business of its subsidiary.

Pursuant to provisions of Section 129 of the Act, a separate statement containing the salient features of the financial
statements of the Company’s subsidiary in Form AOC-1 is attached with the financial statements of the Company.

The consolidated financial statements presented by the Company include the financial information of RACL
Geartech GmbH and have been prepared in compliance with the applicable Accounting Standards issued by the

Institute of Chartered Accountants of India (“ICAI”).

Further, pursuant to the provisions of Section 136 of the Act, the standalone financial statements of the Company,
consolidated financial statements along with relevant documents and separate accounts in respect of RACL
Geartech GmbH, are available on the website of the Company.

The detailed policy for determining material subsidiaries as approved by the Board is uploaded on the Company’s
website and can be accessed at www.raclgeartech.com.

AUDITORS & AUDITORS’ REPORT

A. STATUTORY AUDITORS

At the 37th AGM held on September 21, 2020, the Members approved the re-appointment of M/s. Gianender &
Associates (ICAI Firm Registration Number: 004661N), as the Statutory Auditors of the Company for a second
term of 5 years commencing from the conclusion of 37^th AGM till the conclusion of the 42^nd AGM to be held in the
year 2025.

They now cease to be the Statutory Auditors of the Company.

The Board of Directors on the recommendation of Audit Committee, have proposed the appointment of M/s. Gupta
Nayar & Co., Chartered Accountants, (Firm Registration Number: 008376N, Peer Review Certificate No: 016625)
as Statutory Auditors of the Company for a term of 3 years. M/s. Gupta Nayar & Co., Chartered Accountants, (Firm
Registration Number: 008376N, Peer Review Certificate No: 016625) have furnished a certificate of their eligibility
and consent under the relevant provisions of the Act and rules mentioned thereunder. They have also confirmed
that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India
(ICAI). Therefore, based on the recommendation of the Audit Committee, the Board of Directors has proposed
the appointment of M/s. Gupta Nayar & Co., Chartered Accountants, as the Statutory Auditor of the Company for
a term of three consecutive years, to hold office from the conclusion of the 42^nd AGM until the conclusion of the
subject to the approval of the members at the ensuing AGM.

The standalone and consolidated financial statements of the Company have been prepared in accordance with
Ind AS notified under Section 133 of the Act. The Statutory Auditor’s report does not contain any qualifications,
reservations, adverse remarks or disclaimers. The Statutory Auditors of the Company have not reported any
fraud to the Audit Committee of Directors as specified under Section 143(12) of the Act, during the year under
review.

B. SECRETARIAL AUDITOR

M/s. Rosy Jaiswal & Associates, Practicing Company Secretaries (Peer Review Number: 2298/2022), were appointed
as Secretarial Auditor of the Company for the FY 2024-25, by the Board of Directors, upon recommendation of the
Audit Committee.

Pursuant to Regulations 24A of the Listing Regulations, w.e.f., April 1, 2025, the appointment of the Secretarial
Auditor shall be recommended by the Board of Directors and approved by the members at an AGM, for a term of
five consecutive years, if Secretarial Auditor is an individual or two terms of five consecutive years for a Secretarial
Audit firm. Hence, M/s. Rosy Jaiswal & Associates, Practicing Company Secretaries, being a sole proprietary firm,
can be appointed as Secretarial Auditor of the Company for a term of five consecutive years.

M/s. Rosy Jaiswal & Associates, Practicing Company Secretaries, have furnished a certificate of their eligibility
and consent under the relevant provisions of the Act, the Listing Regulations and relevant circulars issued by
SEBI in this regard. They have also confirmed that they hold a valid certificate issued by the Peer Review Board
of the Institute of Company Secretaries of India (ICSI). Therefore, based on the recommendation of the Audit
Committee, the Board of Directors have proposed the appointment of M/s. Rosy Jaiswal & Associates, Practicing

Company Secretaries, as the Secretarial Auditor of the Company, for a term of five consecutive years, from the
FY 2025-26 to FY 2029-30, subject to approval of the members at the ensuing AGM. The Secretarial Audit Report
and Annual Secretarial Compliance Report issued by M/s. Rosy Jaiswal & Associates, for the FY 2024-25 have
been annexed to this Report as Annexure- A respectively.

C. INTERNAL AUDITOR

Protiviti India Member Private Limited, were appointed as the Internal Auditor of the Company for the FY 2024-25,
by the Board of Directors In its Meeting held on May 27, 2024, based on recommendation of the Audit Committee,
in accordance with Section 138 of the Act and rules framed thereunder.

EXPLANATION OR CAPITAL LETTER ON DISQUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS
OR DISCLAIMERS IN THE AUDITOR’S REPORT

Neither the Statutory Auditor nor the Secretarial Auditor of the Company, in their respective reports, have made
any qualifications, reservations, adverse remarks or disclaimers. Accordingly, no explanations/ comments
thereon are required to be furnished by the Board.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported
any instances of frauds committed in the Company by its Directors or Officers or Employees to the Audit Committee
under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

COST AUDIT AND MAINTENANCE OF COST RECORDS

Pursuant to the Companies (Cost Records and Audit) Amendment Rules, 2014, notified by the Ministry of
Corporate Affairs (MCA) on December 31, 2014, the Company is not required to undertake a cost audit for the
FY 2024-25, in accordance with the provisions of Section 148 of the Companies Act, 2013. However, pursuant
to the provisions of Section 148 of the Act, the Company maintains cost records as specified by the Central
Government.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY
TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes or commitments affecting the financial position of the Company that have
occurred between the year financial ended March 31,2025, and the date of signing of this Report.

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

The Company confirms that there has been no application or any proceedings pending under the Insolvency
and Bankruptcy Code, 2016 (“the Code”) during the year under review. The Company further confirms there are
no past applications or proceeding under the Code. During the year under review, no application was made or
any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

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

The Company has not undergone any one-time settlement and accordingly the Company has no information to
offer in respect of the difference between the amount of the valuation at the time of one-time settlement and the
valuation date while taking loan, if any.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has established and implemented systems, policies, procedures, and frameworks to ensure the
orderly and efficient conduct of its business operations. These mechanisms are designed to ensure adherence
to internal policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and
completeness of accounting records, and timely preparation of reliable financial information. In line with best
practices, the Audit & Risk Management Committee and the Board periodically review the internal control
systems to ensure their continued effectiveness and relevance. Where any weaknesses are identified through
these reviews, corrective measures and new procedures are promptly implemented to strengthen the control
environment. These controls are reviewed regularly to maintain their efficacy.

The internal control framework encompasses appropriate delegation of authority, clearly defined operational
philosophies, standard operating procedures, robust IT systems aligned with business requirements, an internal
audit mechanism, an ethics and compliance framework, a comprehensive risk management system, and adequate
segregation of duties to manage and mitigate risks effectively.

The Company’s Code of Conduct emphasizes transparency in financial reporting, ethical behaviour, regulatory
compliance, conflict of interest management, and structured reporting mechanisms. All audit observations and
follow-up actions are tracked and reported to the Audit Committee for review and necessary action.

VIGIL MECHANISM

Your 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. In line with the
Company’s Code of Conduct, any actual or potential violation, howsoever insignificant or perceived as such,
would be a matter of serious concern for the Company. The role of the employees in pointing out such violations
of the Company’s Code of Conduct cannot be undermined.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report
to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company’s
code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to
approach the Chairman of the Audit Committee of Directors of the Company for redressal. No person has been
denied access to the Chairman of the Audit Committee of Directors. Whistle Blower Policy of the Company can
be accessed at given weblink: www.raclgeartech.com.

RISK MANAGEMENT

The Company’s Board of Directors has constituted a Risk Management Committee to monitor and review risk
management process and mitigation of risk from internally and externally. The Company has a well-defined risk
management policy. The details of the Risk Management Committee are given in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended
from time to time, the Management’s Discussion and Analysis Report forms part of this Annual Report..

CORPORATE GOVERNANCE

The Company has been following the principles and practices of good Corporate Governance and has ensured
compliance with the requirements under the Listing Regulations. A detailed report on Corporate Governance as
required under Regulation 34 read with Part C of Schedule V to the Listing Regulations is appended along with
the certificate confirming the compliance of conditions on Corporate Governance, issued by M/s. Rosy Jaiswal
& Associates, Practising Company Secretaries, New Delhi. The Corporate Governance Report is forming part of
this Annual Report.

CEO & CFO CERTIFICATE

In accordance with the provisions of Regulation 17(8) of the SEBI Listing Regulations, certificate of Chief Executive
Officer and Chief Financial Officer in relation to the Financial Statements for the year ended 31 March 2025,
forms part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The ‘Business Responsibility and Sustainability Report (BRSR) of the Company for the year ended March 31,
2025 forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNALS

During the year under review no significant and material orders were passed by the regulators or courts or
tribunals impacting the going concern status of the Company and or its operations in future.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at:
www.raclgeartech.com.

SECRETARIAL STANDARDS

The Company has generally complied with all the applicable provisions of Secretarial Standard on Meetings of
Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), respectively issued by Institute
of Company Secretaries of India.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments are within the limit of the provisions of Section 186 of the Act as
appearing in Notes of the financial statements.

RELATED PARTY CONTRACTS & ARRANGEMENTS

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on
Related Party Transactions and the same has been placed on company’s website; www.raclgeartech.com. During
the year under review, all transactions entered into with related parties were approved by the Audit Committee
of Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route. As per
the Listing Regulations, any related party transaction exceeding ''1,000 crore or 10% of the annual consolidated
turnover, as per the last audited financial statement whichever is lower, is considered as material and requires
Members approval. Accordingly, the Company sought and obtained necessary Members approval for the year
under review. However, there were no material transactions with any related parties as per the Act. Disclosure of
Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is annexed to this report
as Annexure-B.

CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to ensure the well-being of the community and environment in which it operates.
Corporate Social Responsibility (‘CSR’) forms an integral part of our business activities. The Company’s CSR
Policy also reflects the Company’s commitment towards society and environment. The CSR initiatives are carried
out by the Company through a variety of effective programs in accordance with the requirements of Section 135
and Schedule VII of the Companies Act, 2013, and rules made thereunder. During the FY 2024-25, your Company

continued to implement CSR initiatives that align with our core values and contribute to the well-being of the
communities in which we operate. The CSR Policy of your Company is aligned with the activities specified in
Schedule VII of the Act. The amount required to be spent by the Company on CSR activities for the FY 2024-25
was ''87.66 Lakhs.

The Corporate Social Responsibility Committee and the Board of Directors closely review and monitor, from time
to time, the various CSR activities undertaken by the Company.

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken
by the Company on CSR activities during the year is appended to this Report as Annexure - C in the format
prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. A detailed policy is available
on the website of the Company at www.raclgeartech.com.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

A. Conservation of Energy: The Company has a longstanding history of efficient management of all its assets
and resources. The Company’s conscious efforts are aligned with the ethos of keeping communities and
environment at the heart of doing business. Green power is sourced on the basis of long-term power purchase
agreements to ensure stability of prices and supplies, with the generation source being that of solar. In this
rapidly transforming world, our sustainability goals will certainly evolve as our industry grows and as per
the needs arising in the society.

B. Technology Absorption: The Company continues to adopt and use the latest technologies to improve the
efficiency and effectiveness of its business operations.

C. Foreign Exchange Earnings and Outgo:

The details of foreign exchange earnings and outgo as required under Section 134 of the Act and Rule 8(3)
of Companies (Accounts) Rules, 2014 are mentioned below:

	For the year ended 31st March, 2025	For the year ended 31st March, 2024
Foreign Exchange Earnings	28990.31	30955.31
Foreign Exchange Outgo	3043.65	7047.89

Further, Information with respect to conservation of energy, technology absorption, foreign exchange earnings
and outgo pursuant to Section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 is appended to
this Report as Annexure -D.

HUMAN RESOURCE

At RACL Geartech Limited, we firmly believe that our employees are our most valuable asset. Throughout FY
2024-25, we remained committed to fostering a positive, harmonious, and productive work environment, guided
by our core values and a culture of mutual respect. We continued to enhance value-based behaviour across
the organization through effective communication, inclusive engagement, and a strong focus on employee
well-being. Our open and transparent communication framework empowers employees at all levels to freely
share ideas, raise concerns, and contribute feedback-fostering continuous improvement across our operations.

Recognizing the importance of continuous learning and ethical conduct, the Company expanded its training
initiatives to include key topics such as anti-bribery, human rights, Prevention of Sexual Harassment (POSH),
safety, quality, and operational excellence.

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Mar 31, 2024

The Directors are pleased to present to you the Forty First Annual Report on the business and operations of your Company along with the Audited Financial Statements for the financial year ended March 31,2024.

financial performance

Key highlights of standalone and consolidated financial performance for the year ended March 31, 2024 under review are summarized below:

(Rs. in Lakh)

Particulars	Standalone		Consolidated
	31st March, 2024	31st March, 2023	31st March, 2024	31st March, 2023
Total Revenue	42,303.55	36,734.37	41,527.08	36,734.37
Total Expenses	36,930.02	31601.61	36182.65	31592.28
Finance Costs	2,363.49	2065.69	2,363.32	2065.69
Depreciation & Amortisation	2,455.02	1869.05	2,455.02	1869.76
Profit Before Tax	5,373.54	5132.76	5,344.43	5142.10
Tax Expenses:
Current Tax	(1,039.16)	(1183.04)	(1,050.71)	(1194.43)
Deferred Tax	(353.64)	(204.65)	(353.64)	(204.65)
Profit After Tax	3,980.73	3745.07	3,940.08	3743.01
Total Comprehensive Income for the Period	3939.96	3716.34	3,895.53	3714.89
Earnings Per Share (Rs.)
1. Basic	36.92	34.73	36.54	34.72
2. Diluted	36.92	34.73	36.54	34.72

state of affairs and operational highlights

On a standalone basis, the Total income for FY 2023-24 was Rs. 42303.55 Lakhs, which was higher than the previous year’s Total income of Rs. 36734.37 Lakhs by Rs. 5569.18 Lakhs. After accounting for taxes, the Company reported a Profit after tax for FY 2023-24 of 3,980.73 Lakhs in comparison with 3745.07 Lakhs for FY 2022-23. Consolidated Total Income for FY 2023-24 was Rs. 41,527.08 Lakhs, higher by 13.05% than the previous year’s Total Income of Rs. 36,734.37 Lakhs. The Consolidated Profit After Tax for FY24 was Rs. 3,940.08 Lakhs, up from Rs. 3743.01 Lakhs in FY23, driven by improved performance across all businesses.

share capital

Paid up Equity Share Capital as on March 31, 2024 stood at Rs. 10,78,16,000. During the year under review, the Company has not issued shares with differential voting rights, nor has granted any stock options nor sweat equity.

transfer to reserves

The Board of Directors has decided to retain the entire amount of profit for FY 2023-24 appearing in the Statement of profit and loss.

deposits

The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 during the year.

dividend

The Board in its meeting held on May 27, 2024 recommended a dividend of Rs. 1.50 per fully paid up Equity Share on 1,07,81,600 Equity Shares of face value Rs. 10/- each, for the year ended March 31, 2024 based on the parameters laid down under the Dividend Distribution Policy.

The dividend on Equity Shares is subject to the approval of the Shareholders at the Annual General Meeting (AGM) scheduled to be held on Wednesday, September 11, 2024. The register of members and share transfer books will remain closed from September 5, 2024 to September 11, 2024 (both days inclusive) for the payment of final dividend to the shareholders of the Company, for the year ended on March 31,2024. The Dividend will be paid to members within 30 days from the date of declaration of dividend whose name appears in the Register of Members as on September 4, 2024 and as per the Dividend Distribution Policy of the Company.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) is available on the Company’s website at www.raclgeartech.com.

directors and key managerial personnel

In compliance with the requirements of the Companies Act, 2013 (“Act”) and Listing Regulations, the Company, as on date, has Seven (7) Directors on Board with an optimum mix of Executive, Non-Executive and Independent Directors.

Re-appointment of Directors liable to retire by rotation

In accordance with the requirements of the Act and the Company’s Articles of Association, Ms. Narinder Paul Kaur (DIN: 02435942) retires by rotation and being eligible, offers herself for re appointment.

Retirement of Directors

During the year under review Mr. Dev Raj Arya (DIN:00057582), was superannuated as Whole Time Director of the Company w.e.f. close of business hours on October 21, 2023. The Board places on record its appreciation for the invaluable contribution and guidance provided by him to the Company over the years.

Changes in Key Managerial Personnel

As recommended by the Nomination & Remuneration Committee, the appointment of Ms. Neha Bahal as the Company Secretary and Compliance Officer of the Company was approved by the Board of Directors in their meeting held on May 22, 2023.

Mr. Dev Raj Arya, Whole Time Director and Chief Financial Officer of the Company resigned from the position of Chief Financial Officer with effect from the close of the business hours on October 21,2023.

Based on the recommendation of Nomination and Remuneration Committee, the Board in its meeting held on November 07, 2023, approved the appointment of Mr. Jitender Jain as Chief Financial Officer of the Company.

number of meetings of the board of directors

Four meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms a part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Companies Act, 2013.

committees of the board of directors

The Company has the following committees which have been established as a part of the corporate governance practices and are in compliance with the requirements of the Companies Act, 2013 and the Listing Regulations.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee (constituted in the Board Meeting held on May 22, 2023)

• Dividend Distribution Committee (constituted in the Board Meeting held on May 22, 2023; dissolved in the Board Meeting held on August 12, 2023)

The details with respect to the compositions, roles, number of meetings held during the year is detailed in the corporate governance report of the Company, which forms a part of this Report.

board evaluation

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the Listing Regulations. The Board evaluated its performance after seeking inputs from all the Directors based on 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 above criteria’s are broadly based on the Guidance note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of IDs, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of the Executive Director and NEDs. The NRC reviewed the performance of individual directors on the basis of 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. and the Board as a whole. In the Board meeting that followed the meeting of the IDs and meeting of the NRC, the performance of the Board, its committees and individual Directors was also discussed. The evaluation process endorsed the Board’s confidence in the ethics standards of the Company, cohesiveness amongst the Board members, flexibility of the Board and management in navigating the various challenges faced from time to time and openness of the management in sharing strategic information with the Board.

subsidiaries, joint ventures and associate companies

The Company has one subsidiary namely RACL Geartech GmbH which was incorporated in Austria in February, 2019. The consolidated financial statements presented by the Company include the financial information of RACL Geartech GmbH and have been prepared in compliance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India (“ICAI”).

The Company has no Joint Venture or Associate Company. There has been no material change in the nature of the business of its subsidiary.

Pursuant to provisions of Section 129(3) of the Act, a separate statement containing the salient features of the financial statements of the Company’s subsidiary in Form AOC-1 is attached with the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements along with relevant documents and separate accounts in respect of RACL Geartech GmbH, are available on the website of the Company.

auditors & auditors’ report

a. statutory auditors

At the 37th AGM held on September 21, 2020, the Members approved the re-appointment of M/s. Gianender & Associates (ICAI Firm Registration Number: 004661N), as the Statutory Auditors of the Company for a second term of 5 years commencing from the conclusion of 37th AGM till the conclusion of the 42nd AGM to be held in the year 2025.

The standalone and consolidated financial statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act. The Statutory Auditor’s report does not contain any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors of the Company have not reported any fraud to the Audit Committee of Directors as specified under Section 143(12) of the Act, during the year under review.

b. secretarial auditor

M/s. Rosy Jaiswal & Co., Company Secretaries (Peer Review Number: 2298/2022), were appointed as Secretarial Auditors of your Company to conduct a Secretarial Audit of records and documents of the Company for FY24. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. The Secretarial Audit Report is provided in Annexure - A to this Report.

c. internal auditor

Pursuant to provisions of Section 138 of the Act, the Board of Directors at its Meeting held on May 27, 2024 appointed Protiviti India Member Private Limited as Internal Auditors of the Company for the financial year 2024-25. The Internal Auditors of the Company provided their reports to the Audit Committee and Board of Directors periodically.

On recommendation of the Audit Committee, the Board of Directors approved the re-appointment of M/s Protiviti India Member Private Limited as Internal Auditors of the Company for the Financial Year 2024-25.

cost audit and maintenance of cost records

Pursuant to Companies (Cost Records and Audit) Amendment Rules, 2014 notified by the Ministry of Corporate Affairs (MCA) on December 31, 2014, the Company is not mandatorily required to get its Cost Records for the financial year 2023-24 audited in terms of provisions of Section 148 of the Act and maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act, was also not required to be maintained by the Company.

material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There are no material changes affecting the financial position of the Company subsequent to the close of FY 2023-24 till the date of this report.

proceedings under insolvency and bankruptcy code, 2016

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

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 year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.

internal control system and their adequacy

The Company has devised systems, policies, and procedures/ frameworks which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to policies, safeguarding its assets, prevention and detection of frauds

and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with the best practices, the Audit & Risk Management Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals. The systems/frameworks include proper delegation of authority, operating philosophies, policies and procedures, effective IT systems aligned to business requirements, an internal audit framework an ethics framework, a risk management framework, and adequate segregation of duties to ensure an acceptable level of risk. The Code covers transparency in financial reports, ethical conduct, compliant to regulations, disagreement of interest review, and reporting of matters. All audit cognitions and subsequent steps thereon are trailed for determination by the Internal Audit part and reported to the Audit Committee.

vigil mechanism

Your 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. In line with the Company’s Code of Conduct, any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the Company’s Code of Conduct cannot be undermined.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of Directors of the Company for redressal. No person has been denied access to the Chairman of the Audit Committee of Directors. Whistle Blower Policy of the Company can be accessed at given weblink: www.raclgeartech.com.

risk management

The Board has formed a Risk Management Committee for overseeing the Company’s risk management processes and systems and implementation of the risk management policy. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee of Directors has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

management discussion and analysis report

Pursuant to Regulation 34(2)(e) of Listing Regulations, Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

corporate governance

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a separate section on the Corporate Governance Report, forms an integral part of the Annual Report. A certificate from Ms. Rosy Jaiswal, Practicing Company Secretary confirming compliance with corporate governance norms, as stipulated under the Listing Regulations, is annexed to the Corporate Governance Report.

business responsibility & sustainability report

In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Company’s performance on Environment, Social and Governance parameters for FY24 in the prescribed format, is part of this Report.

significant and material orders passed by the regulators or courts

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations.

annual return

As provided under Section 92(3) and 134(3)(a) of the Act, the Annual Return in the prescribed format is available on the website of the Company at www.raclgeartech.com.

secretarial standards

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

particulars of loans, guarantees or investments

Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Act are given in the Notes to the Financial Statements.

related party contracts & arrangements

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same has been placed on company’s website; www.raclgeartech.com. During the year under review, all transactions entered into with related parties were approved by the Audit Committee of Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route. As per the Listing Regulations, any related party transaction exceeding Rs 1,000 crore or 10% of the annual consolidated turnover, as per the last audited financial statement whichever is lower, is considered as material and requires Members approval. Accordingly, the Company sought and obtained necessary Members approval for the year under review. However, there were no material transactions with any related parties as per the Act. Disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is annexed to this report as Annexure- B.

corporate social responsibility

The Company is committed to ensure the well-being of the community and environment in which it operates.

Corporate Social Responsibility (‘CSR’) forms an integral part of our business activities. The Company’s CSR Policy also reflects the Company’s commitment towards society and environment. The CSR initiatives are carried out by the Company through a variety of effective programs in accordance with the requirements of Section 135 and Schedule VII of the Companies Act, 2013, and rules made thereunder (‘the Act’). The Corporate Social Responsibility Committee and the Board of Directors closely review and monitor, from time to time, the various CSR activities undertaken by the Company. A detailed description of the programs/ activities is contained in the Annual CSR Report which forms an integral part of this Report and is annexed as Annexure - C. The contents of the CSR Policy as well as the CSR programs undertaken by the Company are available on the Company’s website at www.raclgeartech.com.

energy conservation, technology absorption and foreign exchange

A. Conservation of Energy: The Company has a longstanding history of efficient management of all its assets and resources. The Company’s conscious efforts are aligned with the ethos of keeping communities and environment at the heart of doing business. Green power is sourced on the basis of long-term power purchase agreements to ensure stability of prices and supplies, with the generation source being that of solar. In this rapidly transforming world, our sustainability goals will certainly evolve as our industry grows and as per the needs arising in the society.

B. Technology Absorption: The Company continues to adopt and use the latest technologies to improve the efficiency and effectiveness of its business operations.

C. Foreign Exchange Earnings and Outgo:

Particulars	Amount (Rs. In Lakh)
Foreign Exchange Earnings	30955.31
Foreign Exchange Outgo	7047.89

Further, details with respect to conservation of energy, technology absorption and foreign exchange earnings/ outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is attached as Annexure - D to this Report.

human resource

At RACL Geartech Limited, we believe that our employees are our most important asset. Our commitment to foster a positive, harmonious and productive environment has been unwavering throughout the last year. We have continued to strengthen and elevate the positivity and consistency of our value based behavior through enhanced communication, engagement, inclusion and overall well being. We have successfully maintained a harmonious relationship with our workforce. We have maintained an open & transparent communication policy, that encourages employees across all levels to share their ideas, concerns, and feedback to improve our sites. At RACL, we do recognize the importance of continuous learning, we continue to leverage our training program on anti bribery, human rights, Prevention of Sexual Harassment (‘POSH’), Safety, Quality and other operating fundamentals.

industrial relations

During the year under review, industrial relations remained harmonious at all our offices and establishments. We maintained a pleasant and cordial working environment across all manufacturing locations and witnessed a high in productivity at most of our manufacturing locations. The total number of permanent employees at RACL including plants stands at approx. 670 at the close of business hours on March 31,2024.

particulars of employees

Information as per Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure - E to this Report. The statement containing the names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the aforementioned Rules forms integral part of this Report.

remuneration policy

The Nomination & Remuneration Policy adopted by the Board on the recommendation of NRC enumerates the criteria for assessment and appointment/re-appointment of Directors, KMP and SMP on the basis of their qualifications, knowledge, skill, industrial orientation, independence, professional and functional expertise among other parameters with no bias on the grounds of ethnicity, nationality, gender or race or any other such discriminatory factor. Policy enables the Company to retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. The current policy is available on Company’s website at www.raclgeartech.com. Company ensures compliance with the Policy in true letter and spirit.

disclosure under sexual harassment of women at workplace (prevention, prohibition and REDRESSAL) act, 2013

Your Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the workplace, to provide protection to employees at the workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. To uphold this commitment, we have established an Internal Complaints Committee (ICC) dedicated to the thorough investigation and resolution of sexual harassment allegations. We strongly encourage employees to voice their concerns and report any incidents of harassment to the ICC without hesitation.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on Corporate Governance.

health, safety and environment

RACL Geartech Limited gives importance to safety, health and well-being of its employees and all the people working for the Company. The absolute respect of Environment, Health and Safety (EHS) is on the top priority of RACL Geartech Limited. The Company is working hard to reduce the number of accidents to Zero. The Company encourages and ensures that not only its employees but also its subcontractors working on Company’s plants as well as its suppliers comply with the occupational, health and safety measures.

directors’ responsibility statement

Pursuant to Section 134(5) of the Companies Act, 2013, your Company’s Directors, based on the representations received from the Management, confirm that:

a. in the preparation of the Annual Accounts for the Financial Year ended March 31, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit and loss of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance

with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis.

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

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

acknowledgements

On behalf of the Directors of the Company, I would like to place on record our deep appreciation to our shareholders, customers, business partners, vendors, bankers, and financial institutions for all the support rendered during the year. The Directors thank the Government of India, Governments of various States in India, Governments of various Countries, and concerned Government Departments for their cooperation.

The Directors appreciate and value the contribution made by all our employees and their families and the contribution made by every other member of the RACL family.

for and on behalf of the board of directors

racl geartech limited

gursharan singh

date: august 12, 2024 (CHAIRMAN & MANAGING DIRECTOR)

PLACE: NOIDA DIN: 00057602

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Mar 31, 2023

Your Directors are pleased to present the 40^th Report of Board of Directors ("Board'') on the business and operations of RACL Geartech Limited ("Company") together with its Audited Financial Statements for the financial year ended 31^st March, 2023.

FINANCIAL PERFORMANCE

The highlights of the financial performance of the Company during the year under review are summarized below:

(Rs. in Lakh)
	Stand	alone	Conso	idated
Particulars	31st March, 2023	31st March, 2022	31st March, 2023	31st March, 2022
Total Revenue	36734.37	27503.99	36734.37	27504.61
Total Expenses	31601.61	24208.73	31592.28	24213.30
Finance Costs	2065.69	1239.15	2065.69	1239.72
Depreciation & Amortisation	1869.05	1570.44	1869.76	1570.44
Profit Before Tax	5132.76	3295.26	5142.09	3291.31
Tax Expenses:
Current Tax	(1183.04)	(758.28)	(1194.43)	(758.28)
Deferred Tax	(204.65)	(142.25)	(204.65)	(142.25)
Profit After Tax	3745.07	2394.73	3743.01	2390.79
Total Comprehensive Income for the Period	3716.34	2346.71	3714.89	2337.89
Earnings Per Share (Rs.)
1. Basic	34.73	22.21	34.72	22.17
2. Diluted	34.73	22.21	34.72	22.17

STATE OF AFFAIRS AND OPERATIONAL HIGHLIGHTS

Your Company reported an excellent performance despite economic disruptions during the financial year (''FY'') 2022-2023. Your Company ended the year with revenue from operation of Rs. -36734.37 Lakhs over previous year corresponding figure of Rs. 27503.99 Lakhs. This resulted in EBITDA of Rs. 5132.76 Lakh in FY 2022-23, representing a growth of around 33%.

The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report. The Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") is presented in a separate section forming part of the Annual Report.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2023 stood at Rs. 107816000/-. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options nor sweat equity.

TRANSFER TO RESERVES

The Company has not proposed any amount to be transferred to the General Reserves.

DEPOSITS

Your Company has not accepted any deposits under Chapter V of the Companies Act, 2013 during the year.

DIVIDEND

The Board, at its meeting held on May 22, 2023, is pleased to recommend a dividend of Rs.1.50/- per Equity Share of the face value of Rs. 10/- each for the financial year ended March 31, 2023 subject to the approval of shareholders at the ensuing Annual General Meeting.

The register of members and share transfer books will remain closed from 13^th September, 2023 to 19^th September, 2023 (both days inclusive) for the payment of final dividend to the shareholders of the Company, for the year ended on March 31, 2023. The Dividend will be paid to members within 30 days from the date of declaration of dividend whose names appear in the Register of Members as on 12^th September, 2023 and as per the Dividend Distribution Policy of the Company.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Company''s website at www.raclgeartech.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with the requirements of the Companies Act, 2013 ("Act") and Listing Regulations, the Company, as on date, has Eight (8) Directors on Board with an optimum mix of Executive, Non-Executive and Independent Directors.

At the Board meeting held on May 22, 2023, the Company appointed Ms. Neha Bahal to hold the position of Company Secretary and Compliance Officer of the Company in place of Ms. Shagun Bajpai who resigned from the position on February 12, 2023.

The details of the changes in the Board and Key Managerial Personnel that took place during the year under review and upto the date of this Report, are provided under Corporate Governance Report which forms part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence and that there has been no change in the circumstances which may affect their status as independent director during the year as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and the Listing Regulations.

Further the names of the Independent Directors of the Company have been included in the data bank maintained by the Indian Institute of Corporate Affairs of Independent Directors as per the provisions of the Companies Act, 2013 and the rules made thereunder. Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. Company has received a confirmation from the Directors and senior management personnel of the company w.r.t. compliance of the code of conduct required under Regulation 26 of the Listing Regulations.

RELATION BETWEEN DIRECTORS INTERSE

Except Mr. Gursharan Singh, Chairman & Managing Director and Mrs. Narinder Paul Kaur, Non-Executive Director, none of the Directors of the Company is related to the other Director or to any other employee of the Company.

MEETINGS OF THE BOARD OF DIRECTORS

During the financial year, the Board met four times, details of which are provided in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD OF DIRECTORS

Your Company has the following committees which have been established as a part of the corporate governance practices and are in compliance with the requirements of the Companies Act, 2013 and the Listing Regulations.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee (constituted in the FY 2023-24)

The details with respect to the compositions, roles, number of meetings held during the year is detailed in the corporate governance report of the Company, which forms a part of this Report.

BOARD EVALUATION

The Companies Act, 2013 states that a formal Annual Evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Listing Regulations, mandates that the Board shall monitor and review the Board evaluation framework. Pursuant to these provisions, the Company has developed a framework for the Board evaluation. The framework includes evaluation on various parameters such as information flow, Board dynamics, decision making, company performance and strategy, Board and committee''s effectiveness and peer evaluation.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. During the year 2022-23, Independent Directors met on February 06, 2023, discussed and reviewed the below:

• Performance of Non Independent Directors;

• Performance of the Chairman;

• Performance of the Board Committees;

• Discussed on the quality, quantity and timeliness of flow of information between the Company anagement and the Board Members;

• Overall performance of the Company;

The Nomination and Remuneration Committee is responsible for the formulation of criteria for evaluation. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has one subsidiary namely RACL Geartech GmbH which was incorporated in Austria in February, 2019. The consolidated financial statements presented by the Company include the financial information of RACL Geartech GmbH and have been prepared in compliance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India ("ICAI").

The Company has no Joint Venture or Associate Company. There has been no material change in the nature of the business of its subsidiary.

Pursuant to provisions of Section 129(3) of the Act, a separate statement containing the salient features of the financial statements of the Company''s subsidiary in Form AOC-1 is attached with the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements along with relevant documents and separate accounts in respect of RACL Geartech GmbH, are available on the website of the Company.

AUDITORS & AUDITORS'' REPORT

A. STATUTORY AUDITORS

Pursuant to section 139 of the Act and the Rules made thereunder, M/s. Gianender & Associates, Chartered Accounts (ICAI Firm Regn. No. 004661N) were appointed as the Statutory Auditors of the Company for a second term of 5 (five) years with effect from the conclusion of 37^th (Thirty Seventh) AGM upto the conclusion of the 42^nd (Forty Second) AGM.

Audit Reports on Standalone Financial Statements and Consolidated Financial Statements are selfexplanatory and do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors Report to the shareholders for the year under review does not contain any adverse qualification. No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in this Report.

B. SECRETARIAL AUDITOR

Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the rules made there under and based on the recommendations of the Audit Committee, Rosy Jaiswal & Associates, has been appointed to conduct Secretarial Audit of the Company''s secretarial and other related records for the financial year 2022-23.

The Secretarial Audit Report for the financial year ended March 31, 2023 in Form MR-3 is appended as Annexure-A to this report.

C. INTERNAL AUDITOR

Pursuant to provisions of Section 138 of the Act, the Board of Directors at its Meeting held on May 27, 2022 appointed Protiviti India Member Private Limited as Internal Auditors of the Company for the financial year 2022-23. The Internal Auditors of the Company provided their reports to the Audit Committee and Board of Directors periodically.

On recommendation of the Audit Committee the Board of Directors approved the re-appointment of M/s Protiviti India Member Private Limited as Internal Auditors of the Company for the Financial Year 2023-24.

COST AUDIT AND MAINTENANCE OF COST RECORDS

Pursuant to Companies (Cost Records and Audit) Amendment Rules, 2014 notified by the Ministry of Corporate Affairs (MCA) on December 31, 2014, the Company is not mandatorily required to get its Cost Records for the financial year 2022-23 audited in terms of provisions of Section 148 of the Act and maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act, was also not required to be maintained by the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of financial year i.e. March 31, 2023 and the date of this report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has set up suitable internal control processes that are match up with its business and operations. These controls are in place to guarantee the accurate management of business, touring of operations, precision of financial reports, correctness and complete account records, rapid preparation of dependable financial information, defending assets from unauthorized use or loss, prevention and identification of frauds and mistakes, and conformity to regulations. The Company has maintained its attempt to harmonize all its systems and controls with the highest worldwide standard. To ensure that resources are secured against destruction or harm and that account records are accurate for planning financial statements, the Management keeps up a system of accounting and controls, including an inside review process. Internal controls are assessed by the Internal Audit team and supported by Administration reviews. All audit cognitions and subsequent steps thereon are trailed for determination by the Internal Audit part and reported to the Audit Committee. Constant instruction on adherence to the Company''s Code of Business Conduct is conducted across the group. The Code covers transparency in financial reports, ethical conduct, compliant to regulations, disagreement of interest review, and reporting of matters. Anti-fraud undertakings including whistle blower/vigil procedures are effective across the Company.

VIGIL MECHANISM

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulation. Under the policy, the Directors and employees are free to report any violation of the applicable laws and regulations and the code of conduct of the Company. The reportable matters are to be disclosed to the Audit Committee. During the year under review, the Company has not received any complaints under the said mechanism. Whistle Blower Policy of the Company can be accessed at below weblink: www.raclgeartech.com

RISK MANAGEMENT

This is integral to the Company''s strategy and attainment of its long-term goals. The Company''s success lies in its ability to identify the opportunities generated by the business and the markets it operates in. The primary objective of the Company''s risk management framework is to guarantee timely and effective identification and mitigation of potential risks, while also enabling flexibility in adapting a risk-conscious business strategy that can tap into new opportunities. The Company implemented a comprehensive risk management system that protects its stakeholders'' interests by detecting, scrutinizing and managing significant business risks. This entails various strategies such as risk identification surveys, environmental business analysis, and gathering feedback from internal and external stakeholders. The risks are rated to various parameters, such as probability of occurrence, severity of impact and Company''s preparedness to mitigate such risks. The risks identified are placed on a matrix to depict the potential staging and monitoring of the same. The assessment considers both short and long-term risks, including how these risks are changing, together with emerging risk areas. These are assessed on an ongoing basis and officially by the Board.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of the Listing Regulation, Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

Corporate Governance is about maximizing the value and to ensure fairness to all its shareholders. Your Company is renowned for its exemplary governance standards and believes that sound corporate governance is critical to enhance and retain investor trust. Your Company ensures that performance is driven by integrity.

The Companies Act, 2013 and the Listing Regulation have strengthened the governance regime in the country and your Company is in compliance with the governance requirements provided under the law both in letter and spirit. The Board also exercises its fiduciary responsibilities in the widest sense of the term.

Your Company has in place all the statutory committees required under the law. Details of the Board Committees along with their terms of reference, composition and meeting of the Board and its Committees held during the year are provided in the Corporate Governance Report which is presented in a separate section forming part of the Annual Report.

A Certificate from Ms. Rosy Jaiswal, Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Regulation 34(3) Schedule V (E) of the Listing Regulations is attached to the Corporate Governance Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

A detailed Business Responsibility & Sustainability Report in terms of the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available as a separate section in the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

ANNUAL RETURN

In accordance with sections 134 of the Act, the annual return in the prescribed format is available on the website of the Company viz. www.raclgeartech.com.

SECRETARIAL STANDARDS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Act are given in the Notes to the Financial Statements.

RELATED PARTY CONTRACTS & ARRANGEMENTS

All related party transactions done by the Company during the Financial Year 2022-23 were at arm''s length and in the ordinary course of business. All related party transactions were reviewed and approved by the Audit Committee. During the Financial Year 2022-23, the Company has not entered into any material related party transaction as per the Listing Regulations with any of its related parties. Disclosures pursuant to the Accounting Standards on related party transactions have been made in the notes to the Financial Statements.

To regulate related party transactions, the Company has also framed a Policy on Related Party Transactions and the same is available on the Company''s website at www.raclgeartech.com. The particulars on RPTs in Form AOC-2 is annexed to the Report as Annexure-B. For more details on Related Party Transactions which are in ordinary course of business and on arm''s length basis, please refer to Notes of Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

Here at RACL, our goal is to make a lasting and beneficial impact through our corporate practices. Transcending our material gain, we are determined to offer resources and pathways for people to succeed and flourish. We take pride in not only observing our progress, but actively celebrating and repeating our dedication to making the world a more improved place for everyone. Knowing that our success relies on the welfare of those in the regions where we are based, we are humbled to find ways to help these communities.

The Company is committed to ensure the well-being of the community and environment in which it operates. Corporate Social Responsibility (CSR) forms an integral part of our business activities. Company''s CSR Policy also reflects the Company''s commitment towards society and environment. The CSR initiatives are carried out by the Company through a variety of effective programs in accordance with the requirements of Schedule VII of the Companies Act, 2013.

A detailed description of the programs/ activities undertaken is contained in the Annual CSR Report which forms an integral part of this Report and is annexed as Annexure-C. The contents of the CSR Policy as well as the CSR programs undertaken by the Company are available on the Company''s website at www.raclgeartech.com

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is attached as Annexure-D to this Report.

HUMAN RESOURCE

At RACL, the Human Resources (HR) function has evolved significantly over time. The function has always been determined to build best-in-class people processes that continue to enhance creativity of people. Our focus remains on building and strengthening a culture that keeps people at the core of all decisions while setting new benchmarks in profitability and productivity. With this ambitious goal, the HR team has had yet another successful year with a number of key accomplishments and initiatives being implemented. The post pandemic world is different and in multiple ways; priorities have undergone a sea change. As an organisation, we''ve always maintained sync with what people want. As a step in this direction - the organisation focused on implementing practices and policies that encouraged people to place a higher importance on health and wellness. This year also witnessed an enhanced focus on building a culture that allows diversity to flourish and is inclusive in the truest sense. Making the organisation completely inclusive is a long-term journey that we have embarked upon and there is no looking back. Several changes were brought about that ensured a safe and conducive environment for all people irrespective of their gender, sexual preferences, caste, regional backgrounds, abilities, etc. With years of continuous effort, we''ve been able to craft a unique and comprehensive performance management system that helps teams work to their potential by providing them necessary support and guidance. The system achieves a perfect balance between development, growth, rewards, conversations and strengthens the manager-subordinate relationships. With a high level of emphasis being placed on providing developmental and career growth opportunities, the organisation is able to promote meritocracy and build fairness and transparency. Not just the HR function but also the use of technology in the function has evolved over time. Today, a large majority of our people processes are completely automated.

INDUSTRIAL RELATIONS

The organisation''s overall employee relations remained positive throughout the year. This was a result of our consistent efforts towards keeping our employees engaged, motivated, involved in the success story of the organisation and completely committed to our cause. Various initiatives were implemented at the plants that encouraged participation and collaboration of not just employees but also of their families. We maintained a pleasant and cordial working environment across all manufacturing locations and witnessed a high in productivity at most of our manufacturing locations. The total number of permanent employees at RACL including plants stands at approx. 557 at the close of business hours on March 31,2023.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-E to this Report.

REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company has been formulated in accordance with the Act and Listing Regulations. The Policy is designed to guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management and recommend to the Board on remuneration payable to them. Policy enables the Company to retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. The current policy is available on Company''s website at www.raclgeartech.com.

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

Your Company has always believed in providing a safe workplace for every individual working in Company''s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. The Company has also constituted Internal Committee, as required under the said enactment. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

HEALTH, SAFETY AND ENVIRONMENT

The absolute respect of Environment, Health and Safety (EHS) is on the top priority of RACL Geartech Limited. RACL Geartech Limited gives importance to safety, health and well-being of its employees and all the people working for the Company. Your Company is working hard to reduce the number of accidents to Zero. The Company encourages and ensures that not only its employees but also its subcontractors working on Company''s plants as well as its suppliers comply with the occupational health and safety measures.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts for the year under review, the applicable accounting standards have been followed and there are no material departures.

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2023 and of the profit of the Company for the year ended March 31, 2023.

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

d. they have prepared the annual accounts on a going concern basis.

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

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

OTHER DISCLOSURE

Your Company has not made any application, nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. As the Company has not made any one time settlement with any banks or financial institution during the year under review, Rule (8) sub-rule (4) clause (xii) of Companies (Accounts) Rules,2014 is not applicable.

ACKNOWLEDGEMENTS

Your Directors wish to convey their gratitude and place on record their appreciation for the employees at all levels for their hard work, cooperation and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, bankers, business associates, regulatory and government authorities for their continued support.

Your Directors also wish to place on record their deep appreciation for the total commitment displayed by all the executives, officers and staff, resulting in yet another eventful performance for the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

RACL GEARTECH LIMITED

GURSHARAN SINGH

PLACE: NOIDA (CHAIRMAN & MANAGING DIRECTOR)

DATE: AUGUST 12, 2023 DIN: 00057602

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Mar 31, 2018

The Directors take pleasure in presenting the 35^th Annual Report together with the Audited financial statements of the Company for the financial year ended 31^st March, 2018.

FINANCIAL highlights:

(Rs. in Lakhs)

Particulars	2017-18	2016-17
Sales and Other Income	14011	12432
Operational Expenses	12145	10929
Depreciation	496	400
Financial Charges	571	515
Profit before Tax	864	649
Provision for Taxes/ Def.Tax Liab/ including earlier years	77	135
Net Profit	722	453
Reserves from last year	3752	3299
Reserves brought forward to Balance Sheet	4474	3752

TRANSFER TO RESERVES

An amount of Rs. 722 lakhs has been transferred to General Reserve for the Financial Year ended 31^st March 2018.

DIVIDEND

Operations of the company are growing fast and the company is in expansion mode. Considering the fund requirements for our future plans for up-gradation of plant & machinery / technology up-gradation, the Board of Directors considered it appropriate not to declare any dividend for the current year.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed analysis of the Company''s operations in terms of performance in markets, business outlook, Opportunities and Threats, risks and concerns forms part of the Management Discussion and Analysis is incorporated in a separate section of this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In compliance with section 134(5) of the Companies Act, 2013, the Directors of your Company confirm:

- that the applicable Accounting Standards (i.e. Indian Accounting Standards) have been followed in the preparation of annual accounts and the corresponding figures for the previous years have been regrouped/ rearranged accordingly and that there are no material departures;

- that such accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2018 and of the profit of your Company for the year ended on that date;

- that proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

- that the annual accounts have been prepared on a going concern basis;

- that the internal financial controls to be followed by the Company have been laid down and such

internal financial controls are adequate and were operating effectively; and

- that proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, Mrs. Narinder Paul Kaur, Non- Executive Non-Independent Director (DIN: 02435942), of the Company retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for reappointment. The brief resume and other details as required under Securities & Exchange of Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 and Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI) are provided in the Notice of 35^th Annual General Meeting of the Company. The Board recommends that Mrs. Narinder Paul Kaur, Non- Executive Non-Independent Director (DIN: 02435942), may be re-appointed at the ensuing AGM.

Necessary resolutions in respect of re-appointment of Mrs. Narinder Paul Kaur, Non- Executive Non-Independent Director (DIN: 02435942), have been included in the notice convening the ensuing annual general meeting. Your directors commend his re-appointment.

During the year under review, Mr. Madan Lal (DIN: 00272672), ceased to be a Non-Executive Independent Director of the company w.e.f. 28^th September, 2017, as his term of appointment has been completed.

During the year under review, Mr. Shashank Ramesh Anikhindi (DIN 07787889) has been appointed as an additional director of the Company in Independent category with effect from 27^th May, 2017 and appointed (regularized) as Independent Directors on the Board of the Company in the Annual General Meeting held on 28^th September, 2017 to hold office for a for a term of 3 (Three) consecutive years with effect from 29^th September, 2017 up to 28^th September, 2020.

During the year under review, following directors of the company has been reappointed on the Board in the Annual General Meeting held on 28^th September, 2017:

- Mr. Raj Kumar Kapoor (DIN: 00110338), as an Independent Director of the Company for a second term of 3 (Three) consecutive years with effect from 29^th September, 2017 up to 28^th September, 2020,

- Mr. Rakesh Kapoor (DIN: 00015358), as an Independent Director of the Company for a second term of 4 (four) consecutive years with effect from 29^th September, 2017 up to 28^th September, 2021, and

- Mr. Anil Sharma (DIN: 00157911), as an Independent Director of the Company for a second term of 2 (Two) consecutive years with effect from 29^th September, 2017 up to 28^th September, 2019.

- Mr. Gursharan Singh (DIN: 00057602), as Chairman & Managing Director of the company for a period of 5 years w.e.f. 23^rd August 2017 up to 22^nd August, 2022.

- Mr. Dev Raj Arya (DIN: 00057582), as Whole time Director & Chief Financial Officer of the company for a period of 2 years w.e.f. 22^nd October, 2017 up to 21^st October, 2019.

Declaration by Independent Directors

All the Independent Directors of your Company have made declaration to the Company that they meet all the criteria of independence laid down under section 149(6) of Companies Act, 2013 and regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Relationship between Directors Interse

Except Mr. Gursharan Singh, Chairman & Managing Director and Mrs. Narinder Paul Kaur, Non-executive Director, none of the Directors of the company is related to the other Director or to any other employee of the Company.

Familarisation Programme for Independent Directors

Your Company has adopted ‘Familarisation Programmes for Independent Directors'' to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Your Company aims to provide its Independent Directors, insight into the Company enabling them to contribute effectively.

The details of familiarisation programmes may be accessed under the Corporate Governance section of the website http://raclgeartech.com/pdfs/Familiarisation_Programme_for_Independent_Directors_8march2018.pdf

During the year under review, Independent Directors were apprised on an ongoing basis in the various Board/ Committee meetings on macro-economic environment, information on business performance, operations, financial parameters, working capital management, fund flows, update on statutory compliances for Board members, etc. Apart from this, 2 (two) familiarization programs were conducted in the financial year 201718, which were attended by all the Independent Directors. Total number of hours spent by each Independent Director in these programs were 4 (four) hours.

DISCLOSURES

ADOPTION OF INDIAN ACCOUNTING STANDARDS (“IND AS”)

The Company has adopted Indian Accounting Standards (“Ind AS”) and accordingly these financial statements have been prepared in accordance with the same as required under section 133 of the Companies Act, 2013 read with rules made there under. The date of transition to Ind AS is 01^st April, 2016. These financial statements for the year ended 31^st March, 2018 are the Company''s first Ind AS financial statements. The impact of transition has been accounted for in the financial statement of the company and the comparative period figures have been reinstated accordingly.

COMMITTEES OF BOARD

Pursuant to requirement under Companies Act, 2013 and Securities & Exchange of Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted various Committees of Board such as Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Financial Affairs Committee. The details of composition of these Committees are as follows:

Audit Committee

The previous Audit Committee of the company comprises of Mr. Raj Kumar Kapoor, Independent Director as the Chairman and Mr. Anil Sharma, Independent Director and Mr. Rakesh Kapoor, Independent Director as members.

During the year under review Audit committee was reconstituted and as on date it comprises of Mr. Rakesh Kapoor, Independent Director as the Chairman and Mr. Anil Sharma, Independent Director and Mr. Shashank Ramesh Anikhindi, Independent Director as members. Details in respect of the Audit Committee are provided in Corporate Governance Report, forming part of the Directors'' Report. During the year, there was no recommendation of the Audit Committee which was not accepted by the Board of Directors of the company.

Stakeholder Relationship Committee

The previous Stakeholder Relationship Committee of the company comprises of Mr. Madan Lal, Independent Director as the Chairman and Mr. Gursharan Singh, Chairman & Managing Director and Mr. Dev Raj Arya, Director & CFO as members.

During the year under review Stakeholder Relationship Committee was reconstituted and as on date it comprises of Mr. Rakesh Kapoor, Independent Director as the Chairman and Mr. Gursharan Singh, Chairman & Managing Director and Mr. Dev Raj Arya, Director & CFO as members. Details in respect of the Stakeholder Relationship Committee are provided in Corporate Governance Report, forming part of the Directors'' Report.

Nomination and Remuneration Committee

The previous Nomination and Remuneration Committee of the company comprises of Mr. Rakesh Kapoor, Independent Director as the Chairman and Mr. Anil Sharma, Independent Director, Mr. Madan Lal, Independent Director and Mr. Gursharan Singh, Chairman & Managing Director as other members.

During the year under review Nomination and Remuneration Committee was reconstituted and as on date it comprises of Mr. Rakesh Kapoor, Independent Director as the Chairman and Mr. Anil Sharma, Independent Director, Mr. Shashank Ramesh Anikhindi, Independent Director and Mr. Gursharan Singh, Chairman & Managing Director as other members. Details in respect of the Nomination and Remuneration Committee are provided in Corporate Governance Report, forming part of the Directors'' Report.

Corporate Social Committee

The previous Corporate Social Responsibility Committee of the company comprises of Mr. Anil Sharma, Independent Director as the Chairman and Mrs. Narinder Paul Kaur, Non-executive Non-Independent Director and Mr. Dev Raj Arya, Whole - time Director & CFO as other members.

During the year under review Corporate Social Responsibility Committee was reconstituted and as on date it comprises of Mr. Raj Kumar Kapoor, Independent Director as the Chairman and Mrs. Narinder Paul Kaur, Nonexecutive Director and Mr. Dev Raj Arya, Whole - time Director & CFO as other members. Details in respect of the Corporate Social Committee are provided in Corporate Governance Report, forming part of the Directors’ Report.

Financial Affairs Committee

The previous Financial Affairs Committee of the company comprises of Mr. Raj Kumar Kapoor, Independent Director as the Chairman and Mr. Gursharan Singh, Chairman & Managing Director and Mr. Dev Raj Arya, Director & CFO as members.

During the year under review Financial Affairs Committee was reconstituted and as on date it comprises of Mr. Rakesh Kapoor, Independent Director as the Chairman and Mr. Gursharan Singh, Chairman & Managing Director and Mr. Dev Raj Arya, Director & CFO as members. Details in respect of the Financial Affairs Committee are provided in Corporate Governance Report, forming part of the Directors'' Report.

Number of Meetings of the Board

During the year under review, 5 (five) meetings of the Board of Directors were held, details of which are provided in Corporate Governance Report, forming part of the Directors'' Report.

Particulars of Loans, Guarantees or Investments

There is no investment made by the company and it has not provided any loan under section 186 of the Companies Act, 2013.

During the year under review, company has given guarantee/securities under section 186 or other applicable provisions of the Companies Act, 2013, of following amounts for the suppliers of the company to TATA Capital Financial Services Limited and these suppliers are associated with the company for last so many years and they have undertaken to establish additional Job working facility fully dedicated to RACL Geartech Limited:

- For Global Engineering Works Limited for an amount of Rs. 114,00,000/- (Rupees One Crore Fourteen Lakhs).

- For Hariom Engineering Private Limited for an amount of Rs. 29,00,000/- (Rupees Twenty Nine Lakhs).

- Diamento Precision Parts Private Limited for an amount of Rs. 40,00,000/- (Rupees Forty Seven Lakhs).

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Independent Directors and various committee of directors on parameters such as skills, knowledge, participation in meetings and contribution in field of Management / Finance / Operation / Strategy etc.

Independent Directors in terms of Companies Act, 2013 and regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, carried out performance evaluation of non-independent directors, Chairman of the Board and Board as a whole with respect to skills, knowledge, participation in meetings and Strong outlook towards compliance with Regulations / financial reporting standards etc.

Pursuant to the provisions of the Companies Act, 2013, the nomination and remuneration committee has carried out the performance evaluation of every Director''s (including Executive Directors, Non-Executive Directors and Independent Directors etc.) on parameters such as skills, knowledge, participation in meetings and contribution in field of Management / Finance / Operation / Strategy etc.

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

Whistle Blower Policy/ Vigil Mechanism

An “Alert Procedure” has already been functioning to ensure the establishment of vigil mechanism, to provide an avenue to all stakeholders (including employees and directors) to report concerns about unethical behaviour, actual or suspected fraud or violation of the RACL''s Code of Conduct for Directors and Senior Management Personnel. The said policy is also posted on the website of the Company, which may be accessed at the web-link http://raclgeartech.com/pdfs/Vigil_Mechanism_Whistle_Blower_Policy_july2016.pdf

NOMINATION AND REMUNERATION POLICY

In terms of the section 178 of the Companies Act, 2013 and Part D of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 your Company has a Nomination and Remuneration Policy. The aforesaid policy of the Company on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of directors and other matters is annexed as “Annexure - A”. The salient points of said policy is stated in the Corporate Governance report forming part of the Directors'' Report.

Particulars of Employees and Related Disclosures

Details as required under section 197(12) of the Companies Act, 2013, read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016 is annexed as “Annexure - B”.

A statement showing the names of employees drawing remuneration in excess of the limits as set out in section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016 is annexed as “Annexure - C”.

Extract of Annual Return

The extract of the Annual Return is detailed in form MGT.9, annexed as “Annexure - D”.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars, as prescribed under sub-section 3(m) of section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are provided in “Annexure - E”, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Board of Directors of your company has laid down and implemented a Policy on Corporate Social Responsibility, which may be accessed on the Company''s website at the link http://raclgeartech.com/pdfs/ Corporate_Social_Responsibility_Policy_july2016.pdf

As required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 or other applicable provisions of the Companies Act, 2013, details of CSR Committee and initiatives/activities taken by the company during the year are provided in the Annual Report on CSR as annexed “Annexure - F”, and forms integral part of this Report.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

At the 34^th Annual General Meeting of the Company held on 28^th September, 2017, pursuant to the provisions of the Companies Act, 2013 and rules made there under, Gianender & Associates, Chartered Accountants [Firm Registration No. 004661N] was appointed as Statutory Auditors of the Company, to hold office for a period of 3 years, from the conclusion of this 34^th Annual General Meeting (AGM) until the conclusion of the 37^th AGM to be held in the year 2020, subject to ratification of their appointment by the members of the company at every AGM, at such remuneration and out of pocket expenses, as may be decided by the Board of Directors of the Company.

The Statutory Auditors'' Report of Gianender & Associates, Chartered Accountants on the Financial Statements of the company for the Financial Year 2017-18 is a part of the Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Secretarial Auditors

As per section 204 and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed K. K. Malhotra & Company, Company Secretaries, as Secretarial Auditor of the Company for the financial year 2017-18.

The Secretarial Audit Report for the financial year 2017-18 is annexed as “Annexure - G” and the Report does not contain any qualification, reservation, adverse remark or disclaimer.

INTERNAL AUDITOR

Pursuant to provisions of Section 138 of the Companies Act, 2013, the Board of Directors of your company appointed Protiviti India Member Private Limited [CIN: U93000HR2009PTC057389] as Internal Auditors of the Company, for a period of 2 (Two) financial years i.e. 2017-18 & 2018-19.

The Internal Auditors of the company provided their reports to the Audit Committee and Board of Directors on quarterly basis.

Cost Auditors

Pursuant to Companies (Cost Records and Audit) Amendment Rules, 2014 notified by the Ministry of Corporate Affairs (MCA) on 31^st December, 2014, the Company was not mandatorily required to get its Cost Records for the financial year 2017 - 18 audited in terms of provisions of Section 148 of the Companies Act, 2013 and maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, was also not required to be maintained by the Company.

RELATED PARTY TRANSACTIONS

In terms of Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Board of Directors of your Company has approved Related Party Transactions Policy on dealing with Related Party Transactions. The policy may be accessed at the web-link http://raclgeartech.com/pdfs/Related_Party_Transaction_Policy_july2016.pdf

All related party transactions as per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year were on arm''s length basis and were in the ordinary course of business. During the year, there were no material related party transactions made by the Company which could be considered material in accordance with Related Party Transactions Policy of the Company.

Suitable disclosures as required by the accounting standards has been made in the notes to accounts of Financial Statements for financial year 2017-18. Particulars of contracts or arrangements with related party referred to in section 188 or other applicable provisions of the Companies Act, 2013 is annexed as “Annexure - H”.

RISK MANAGEMENT

The Board of Directors of your Company has laid down a Risk Management Policy for the Company, which provides a risk and controls matrix with identification of risks inherent to the business, corporate governance, functions and sources of these risks, their possible consequences and control measures to help manage them. Every unit and function is required to deploy the control measures and ensure timely reporting.

In the opinion of the Board, none of the mentioned risks threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL

The Board of Directors of your Company is satisfied with the Internal Financial Control process w.r.t. financial statement or others. Internal control environment of the Company is reliable with well documented framework to mitigate risks. A detailed analysis is provided in the Management Discussion and Analysis Report.

CORPORATE GOVERNANCE

The Company is committed to maintain and adhere to the highest standards of Corporate Governance practices.

Pursuant to regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Reports on Management Discussion and Analysis and on Corporate Governance have been included elsewhere in this Report as separate sections. A certificate from Mr. K. K. Malhotra, Practicing Company Secretary (Proprietor, K. K. Malhotra & Company, Company Secretaries), regarding compliance of conditions of Corporate Governance as stipulated in regulation 34 read with Schedule V or other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has also been included in the Annual Report.

ENVIRONMENT, HEALTH AND SAFETY

The absolute respect of Environment, Health and Safety (EHS) is on the top priority of RACL Geartech Limited.

RACL Geartech Limited gives importance to safety, health and well-being of its employees and all the people working for the Company. Your Company is working hard to reduce the number of accidents to Zero. The Company encourages and ensures not only its employees but also its subcontractors working on Company''s plants as well as its customers for complying with occupational health and safety measures.

PERSONNEL

Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciations for the continued, sincere and devoted services rendered by all the employees of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of financial year i.e. 31^st March, 2018 and the date of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an anti-sexual harassment policy (i.e. Prevention of Sexual Harassment at Workplace) and Internal Complaints Committee (ICC)/ Internal Committee in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee (ICC)/ Internal Committee has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary and trainees) are covered under the aforesaid policy. The company has not received any complaint about sexual harassment during the year 2017-18.

GENERAL

During the year under review your Directors state that the disclosure or reporting is required in respect of the following items:

1. Company has not accepted any deposits during the year covered under Chapter V of the Companies Act, 2013.

2. There is no change in the nature of business of the Company.

3. Company has not issue equity shares with differential rights as to dividend, voting or otherwise.

4. Company has not issue of shares (including sweat equity shares, ESOS etc.) to employees of the Company or to others under any scheme.

5. Company has no subsidiaries, joint ventures or associate companies which have become or ceased during the year.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals or others which impact the going concern status and Company''s operations in future.

7. During the financial year, company has borrowed an additional unsecured loan of Rs. 1 crore from its director i.e. from Mr. Gursharan Singh, Chairman & Managing Director of the Company as an exempted deposits and the aggregated amount borrowed by the company from its directors as on 31.03.2018 is Rs. 1.50 crore, i.e. Rs. 1.42 crore from Mr. Gursharan Singh, Chairman & Managing Director and Rs. 8 lakhs from Mrs. Narinder Paul Kaur, Non-executive Non-independent director of the company.

8. Unclaimed Shares: As on 31^st March, 2018, the Company does not have any unclaimed shares.

9. The annual listing fee for the year under review has been paid to stock exchange i.e. BSE Limited, Mumbai, where your company''s shares are listed. The Financial Results of the company can be accessed at the company''s website http://raclgeartech.com/financials.html

10. During the year there was no fraud in the company which was reportable to the Central Government and there was no fraud reported by the Auditors to the company under sub-section (12) of section 143 or other applicable provisions of the Companies Act, 2013.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For and on behalf of the Board

For RACL Geartech Limited

Sd/-

Place: Noida Gursharan Singh

Date: 11^th August, 2018 Chairman and Managing Director

DIN:00057602

Regd. Office: 15^th Floor, Eros Corporate Tower,

Nehru Place, New Delhi-110019, INDIA

Ph.: 91-11-66155129

e-Mail - [e-mail]

---

Mar 31, 2016

TO

THE MEMBERS,

The Directors take pleasure in presenting the 33^rd Annual Report together with the Audited financial statements of the Company for the financial year ended March 31, 2016.

NEW NAME

With an emphasis on change, the company decided to rebrand its identity from Raunaq Automotive Components Limited to RACL Greatech Limited. The new name is contemporary & aligning perfectly to our core business area.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars	2015-16	2014-15
Sales and Other Income	12581	11547
Operational Expenses	10294	9947
Depreciation	396	427
Financial Charges	556	675
Gross Profit/(Loss)	569	498
Provision for Taxes/ Def. Tax Liab/ including earlier years	199	139
Net Profit	370	359
Profit b/f from last year (Reserves)	1784	1434
Profit carried to Balance Sheet	2154	1784

DIVIDEND

The company is on the path of growth and considering the fund requirements for our future plans for up-gradation of plant & machinery and technology up-gradation, the Board of Directors considered it appropriate not to declare any dividend for the current year.

TRANSFER TO RESERVES

An amount of Rs. 350 lakhs has been transferred to General Reserve for the Financial Year ended March 31, 2016.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed analysis of the Company''s operations in terms of performance in markets, business outlook, opportunities and threats, risks and concerns forms part of the Management Discussion and Analysis is incorporated in a separate section of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance with section 134 of the Companies Act, 2013, the Directors of your Company confirm:

- that the applicable Accounting Standards have been followed in the preparation of annual accounts and that there are no material departures;

- that such accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2016 and of the profit of your Company for the year ended on that date;

- that proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

- that the annual accounts have been prepared on a going concern basis;

- that the internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and were operating effectively; and

- that proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, Mrs. Narinder Paul Kaur, Non-executive Director (DIN 02435942), of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. The brief resume and other details as required under Securities & Exchange of Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 are provided in the Notice (including Annexure to Notice) of 33^rd Annual General Meeting of the Company. The Board recommends that Mrs. Narinder Paul Kaur may be re-appointed at the ensuing AGM.

During the year under review, Mr. Devender Singh, Nominee Director (PICUP) (DIN 00115257) has retired from the services of PICUP w.e.f. December 31, 2015 and accordingly he ceased to be a director of the company (i.e. RACL Geartech Limited) w.e.f. December 31, 2015. Further, pursuant to the provisions of Section 167(1) (b) of the Companies Act, 2013, Mr. Ashok Misra Nominee Director (PICUP) (DIN No. 05236190), has vacated his office of Director w.e.f. 31.03.2015.

Necessary resolutions for the re-appointment of Mrs. Narender Paul Kaur, Non-Executive Director of the Company have been included in the notice convening the ensuing annual general meeting. Your directors commend her re-appointment.

Declaration by Independent Directors

All the Independent Directors of your Company have made declaration to the Company that they meet all the criteria of independence laid down under section 149(6) of Companies Act, 2013 and regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Relationship between Directors Inter-se

Except Mr. Gursharan Singh, Chairman & Managing Director and Mrs. Narinder Paul Kaur, Non-executive Director (Wife of Mr. Gursharan Singh), none of the Directors of the company is related to the other Director of the Company.

Familiarization Programme for Independent Directors

Your Company has adopted a ''Familiarization Programme for Independent Directors'' to familiarise them with the Company, their roles, rights, responsibilities in the company, nature of the industry in which the Company operates, business model of the Company, etc. Your company aims to provide its independent directors, insight into the Company enabling them to contribute effectively.

The details of familiarization programmes may be accessed under the Corporate Governance section of the website http://raclgeartech.com/pdfs/Familiarisation Programme for Independent Directors. Pdf During the year under review, Independent Directors were apprised on an ongoing basis in the various Board/Committee meetings on macro-economic environment, information on business performance, operations, financial parameters, working capital management, fund flows, update on statutory compliances for Board members, etc. Apart from this, two familiarization programs were conducted in the financial year 2015-16, which were attended by all the Independent Directors. Total number of hours spent by each Independent Director in these programs was four hours.

NOMINATION AND REMUNERATION POLICY

In terms of the section 178 of the Companies Act, 2013 and Part D of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a Nomination and Remuneration Policy. The aforesaid policy of the Company on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of directors and other matters is annexed as “Annexure - A”.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Independent Directors and various committees of directors on parameters such as skills, knowledge, participation in meetings and contribution in field of Management / Finance / Operation / Strategy etc.

Independent Directors in terms of Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, carried out performance evaluation of non-independent directors, Chairman of the Board and Board as a whole with respect to skills, knowledge, participation in meetings and Strong outlook towards compliance with Regulations / financial reporting standards etc.

Pursuant to the provisions of the Companies Act, 2013, the nomination and remuneration committee has carried out the performance evaluation of every Director''s (including Executive Directors, Non-Executive Directors and Independent Directors etc.) on parameters such as skills, knowledge, participation in meetings and contribution in field of Management / Finance / Operation / Strategy etc.

The Directors expressed their satisfaction with the evaluation process.

DISCLOSURES Audit Committee

The audit committee of your Company comprises of Mr. Raj Kumar Kapoor as the Chairman and Mr. Anil Sharma and Mr. Rakesh Kapoor as members. Details in respect of the audit committee is provided in Corporate Governance Report forming part of the Directors'' Report.

Whistle Blower Policy/ Vigil Mechanism

Your Company has formulated an “Alert Procedure” to ensure the establishment of vigil mechanism, to provide an avenue to all stakeholders (including employees and directors) to report concerns about unethical behaviour, actual or suspected fraud or violation of the RACL''s Code of Conduct for Directors and Senior Management Personnel. The said policy is also posted on the website of the Company, which may be accessed at the web-link http://raclgeartech.com/pdfs/Vigil Mechanism Whistle Blower Policy july2016.pdf

Number of Meetings of the Board

During the year under review, 4 (four) meetings of the Board of Directors were held, details of which are provided in Corporate Governance Report forming part of the Directors'' Report.

Particulars of Loans, Guarantees or Investments

There is no investment made by the company and has not provided any loan, guarantee or securities under section 186 of the Companies Act, 2013.

Particulars of Employees and Related Disclosures

Details as required under section 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016 is annexed as “Annexure - B”.

A statement showing the names of employees as per section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016 is annexed as “Annexure- C”.

Extract of Annual Return

The extract of the Annual Return is detailed in Form MGT.9, annexed as “Annexure - D”.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars, as prescribed under sub-section 3(m) of section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are provided in “Annexure - E”, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of Companies Act, 2013, Your Directors have constituted the Corporate Social Responsibility Committee (CSR Committee) at its meeting held on February 11, 2016, comprising of Mr. Anil Sharma as the Chairman and Mrs. Narinder Paul Kaur and Mr. Dev Raj Arya as other members.

The said Committee recommends to the Board, the CSR projects/activities to be undertaken by the Company, monitors the implementation of the CSR Policy and reports to the Board of Directors. On recommendation of CSR committee, the Board of Directors of your Company approved Corporate Social Responsibility Policy which may be accessed at the following web-link:

http://raclgeartech.com/pdfs/Corporate Social Responsibility Policy july2016.pdf

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as “Annexure - F”, and forms integral part of this Report.

AUDITORS AND AUDITORS'' REPORT Statutory Auditors

M/s. A. Sachdev & Co., Chartered Accountants, were appointed as statutory Auditors at 31^st Annual General Meeting to hold office till the conclusion of 34^th AGM subject to ratification of the appointment by the members at every AGM. In terms of Section 139 of the Companies Act, 2013, appointment of M/s. A. Sachdev & Co. as Auditors of the Company is recommended for ratification at ensuing Annual General Meeting.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditors

As per section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s. K. K. Malhotra & Co., Company Secretaries, as Secretarial Auditor of the Company for the financial year ended March 31, 2016.

The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed as “Annexure - G”. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

Pursuant to Companies (Cost Records and Audit) Amendment Rules, 2014 notified by the Ministry of Corporate Affairs (MCA) on December 31, 2014, the Company shall not be mandatorily required to get its Cost Records for the financial year 2015-16 audited in terms of provisions of Section 148 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

In terms of Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Board of Directors of your Company has approved Related Party Transactions Policy on dealing with Related Party Transactions. The policy may be accessed at the web-link http://raclgeartech.com/pdfs/Related Party Transaction Policy july2016.pdf

All related party transactions during the financial year were on arm''s length basis and were in the ordinary course of business. During the year, there were no material related party transactions made by the Company which could be considered material in accordance with Related Party Transactions Policy of the Company.

RISK MANAGEMENT

The Board of Directors of your Company has laid down a Risk Management Policy for the Company, which provides a risk and controls matrix with identification of risks inherent to the business, corporate governance, functions and sources of these risks, their possible consequences and control measures to help manage them. Every unit and function is required to deploy the control measures and ensure timely reporting.

In the opinion of the Board, none of the above mentioned risks threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL

The Board of Directors of your Company is satisfied with the Internal Financial Control process. Internal control environment of the Company is reliable with well documented framework to mitigate risks. A detailed analysis is provided in the Management Discussion and Analysis Report.

CORPORATE GOVERNANCE

The Company is committed to maintain and adhere to the highest standards of Corporate Governance practices.

Pursuant to regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Reports on Management Discussion and Analysis and on Corporate Governance have been included elsewhere in this Report as separate sections. A certificate from M/s. A. Sachdev & Co., Chartered Accountants, regarding compliance of conditions of Corporate Governance as stipulated in regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has also been included in the Annual Report.

ENVIRONMENT, HEALTH AND SAFETY

For your Company, the absolute respect of Environment, Health and Safety (EHS) is a priority.

RACL Geartech Limited gives importance to safety, health and well-being of its employees and all the people working for the Company. Your Company is working hard to reduce the number of accidents to Zero. The Company encourages and ensures not only its employees but also its subcontractors working on Company''s plants as well as its customers for complying with occupational health and safety measures.

PERSONNEL

Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciations for the continued, sincere and devoted services rendered by all the employees of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of financial year i.e. March 31, 2016 and the date of this report.

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

The Company has in place an anti-sexual harassment policy (i.e. Prevention of Sexual Harassment at Workplace) in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Compliance Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary and trainees) are covered under this policy. The company has not received any compliant about sexual harassment during the year 2015-16.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. There is no change in the nature of business of the Company.

3. Issue of equity shares with differential rights as to dividend, voting or otherwise.

4. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

5. Company has no subsidiaries, joint ventures or associate companies which have become or ceased during the year.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

7. The annual listing fee for the year under review has been paid to BSE Limited, Mumbai, where your company''s shares are listed. The Financial Results of the company can be accessed at the company''s website http://raclgeartech.com/financials.html

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For and on behalf of the Board

For RACL Geartech Limited

(Formerly Raunaq Automotive Components Limited)

Sd/-

Place: Noida Gursharan Singh

Date: August 6, 2016 Chairman and Managing Director

Regd. Office: 15^th Floor, Chiranjiv Tower, 43,

Nehru Place, New Delhi-110019, INDIA

Ph. : 91-11-26418622, Fax : [phone]

Email : [e-mail]

---

Mar 31, 2015

TO

THE MEMBERS,

The Directors take pleasure in presenting the 32nd Annual Report together with the Audited financial statements of the Company for the financial year ended March 31, 2015.

FINANCIAL RESULTS: (Rs.in Lacs)

Particular 2014-15 2013-14

Sales and Other Income 11558 11164

Operational Expenses 9958 9793

Depreciation 427 386

Financial Charges 675 645

Gross Profit/(Loss) 498 340

Provision for Taxes/ Def.Tax Liab 139 152

Net Profit 359 187

Profit b/f from last year (Reserves) 1434 1247

Profit carried to Balance Sheet 1784 1434

DIVIDEND

Considering the fund requirements for our future plans for up-gradation of plant & machinery / technology up- gradation, the Board of Directors considered it appropriate not to declare any dividend for the current year.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed analysis of the Company's operations in terms of performance in markets, business outlook, Opportunities and Threats, Risks and Concerns forms part of the Management Discussion and Analysis, a separate section of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with section 134(5) of the Companies Act, 2013, the Directors of your Company confirm:

- that the applicable Accounting Standards have been followed in the preparation of annual accounts and that there are no material departures;

- that such accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2015 and of the profit of your Company for the year ended on that date;

- that proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

- that the annual accounts have been prepared on a going concern basis;

- that the internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and were operating effectively; and

- that proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a company shall have at least one Woman Director on the Board of the company. During the year under review, The Board of Directors of your Company at their meeting held on January 31, 2015 co-opted Mrs. Narinder Paul Kaur as an Additional Director (Non-Executive Director/Woman Director) liable to retire by rotation.

In terms of section 152 of the Companies Act, 2013, Mr. Dev Raj Arya, Director of the Company retires by rotation at the ensuing Annual General Meeting. The Board recommends that Mr. Dev Raj Arya may be re-appointed at the ensuing AGM.

In terms of provisions of Section 203 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange, the Board of Directors of the Company has designated following Directors/ Officials of the Company as Key Managerial Personnel (KMP) of the Company at its meeting held on July 31, 2014:

1. Mr. Gursharan Singh, Chairman & Managing Director

2. Mr. Dev Raj Arya, Whole Time Director & CFO

3. Ms. Kamna Tiwari, Company Secretary

Ms. Kamna Tiwari, Company Secretary, Key Managerial Personnel (KMP) of the Company resigned on January 6, 2015 and the Board of Directors of the Company appointed and designated Mr. Hitesh Kumar, Company Secretary as Key Managerial Personnel (KMP) of the company at its meeting held on January 31, 2015.

Necessary resolutions for the appointment/re-appointment etc. of the aforesaid directors have been included in the notice convening the ensuing annual general meeting. Your directors commend their appointment/re- appointment.

Declaration by Independent Directors

All the Independent Directors of your Company have made declaration to the Company that they meet all the criteria of independence laid down under section 149(6) of Companies Act, 2013 and clause 49 of Listing Agreement with the Stock Exchanges.

Familarisation Programme for Independent Directors

Your Company has adopted a 'Familarisation Programme for Independent Directors' to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Your Company aims to provide its Independent Directors, insight into the Company enabling them to contribute effectively.

The details of familiarisation programme is disclosed on the Company's website and may be accessed at the web link http://www.raunaqauto.com/pdfs/Familiarisation-Programme-for- Independent-Directors

NOMINATION AND REMUNERATION POLICY

The Board of Directors of your Company in terms of the Section 178 of the Companies Act, 2013 and clause 49 of the Listing Agreement with Stock Exchange. has on recommendation of Nomination and Remuneration Committee, approved a Nomination and Remuneration Policy. The aforesaid policy of the Company on Director's/ KMP appointment and remuneration including criteria for determining qualifications, positive attributes, independence of directors and other matters is annexed as "Annexure A". The salient points of said policy is stated in the Corporate Governance report forming part of the Directors' Report.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of the Directors individually including Independent Directors, Board as a whole and of its various committees, on parameters such as participation in meetings, skills, knowledge, contribution towards corporate governance practices etc.

Independent Directors in terms of Companies Act, 2013, and clause 49 of Listing Agreement, carried out performance evaluation of non-independent directors, Chairman of the Board, Board as a whole and flow of information between the company management and the Board with respect to knowledge to perform the role, participation in meetings & performance of duties etc.

The Directors expressed their satisfaction with the evaluation process.

DISCLOSURES

Audit Committee

The audit committee of your Company comprises of Mr. Raj Kumar Kapoor as the Chairman and Mr. Devender Singh and Mr. Anil Sharma as members. Details in respect of the audit committee is provided in Corporate Governance Report forming part of the Directors' Report.

Whistle Blower Policy/ Vigil Mechanism

Your Company has formulated an "Alert Procedure" to ensure the establishment of vigil mechanism, to provide an avenue to all stakeholders (including employees and directors) to report concerns about unethical behaviour, actual or suspected fraud or violation of the Raunaq's Code of Conduct for Directors and Senior Management Personnel. The said policy is also posted on the website of the Company, which may be accessed at the web-link http://www.raunaqauto.com/pdfs/VIGIL_MECHANISM_WHISTLE_BLOWER_POLICY

Number of Meetings of the Board

During the year under review, four (4) meetings of the Board of Directors were held, details of which are provided in Corporate Governance Report forming part of the Directors' Report.

Particulars of Loans, Guarantees or Investments

There is no investment made by the company and has not provided any loan, guarantee or securities under section 186 of the Companies Act, 2013.

Particulars of Employees and Related Disclosures

Details as required under section 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure B".

A statement showing the names of employees drawing remuneration in excess of the limits as set out in section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 is annexed as "Annexure C".

Extract of Annual Return

The extract of the Annual Return is detailed in form MGT.9, annexed as "Annexure D".

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars, as prescribed under sub-section 3(m) of section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are provided in "Annexure E", which forms part of this report.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

M/s. A. Sachdev & Co., Chartered Accountants, were appointed as statutory Auditors at previous Annual General Meeting to hold office till the conclusion of 34th AGM subject to ratification of the appointment by the members at every AGM. In terms of Section 139 of the Companies Act, 2013, appointment of M/s. A. Sachdev & Co. as Auditors of the Company is recommended for ratification at ensuing Annual General Meeting.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditors

As per section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s. K. K. Malhotra & Co., Company Secretaries, as Secretarial Auditor of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed as "Annexure F".

Cost Auditors

Pursuant to Companies (Cost Records and Audit) Amendment Rules, 2014 notified by the Ministry of Corporate Affairs (MCA) on 31 December, 2014, the Company shall not be mandatorily required to get its Cost Records for the financial year 2014-15 audited in terms of provisions of Section 148 of the Companies Act, 2013 as the Industry under which the Company falls has been Exempted from the Cost Audit by MCA vide Companies (Cost Records and Audit) Amendment Rules, 2014.

RELATED PARTY TRANSACTIONS

In terms clause 49 of the Listing Agreement, Board of Directors of your Company has approved Related Party Transactions Policy on dealing with Related Party Transactions. The policy may be accessed at the weblink http://www.raunaqauto.com/pdfs/Related-Party-Transaction_Policy.

All related party transactions during the financial year were on arm's length basis and were in the ordinary course of business. During the year, there were no material related party transactions made by the Company which could be considered material in accordance with Related Party Transactions Policy of the Company.

RISK MANAGEMENT

The Board of Directors of your Company has laid down a Risk Management Policy for the Company, which provides a risk and controls matrix with identification of risks inherent to the business, corporate governance, functions; and sources of these risks; their possible consequences; and control measures to help manage them. Every unit and function is required to deploy the control measures and ensure timely reporting.

INTERNAL FINANCIAL CONTROL

The Board of Directors of your Company is satisfied with the Internal FinancialControl process. Internal control environment of the Company is reliable with well documented framework to mitigate risks. A detailed analysis is provided in the Management Discussion and Analysis Report.

CORPORATE GOVERNANCE

The Company is committed to maintain and adhere to the highest standards of Corporate Governance practices.

Pursuant to clause 49 of the Listing Agreement with Stock Exchange, Reports on Management Discussion and Analysis and on Corporate Governance have been included elsewhere in this Report as separate sections. A certificate from M/s. A. Sachdev & Co., Chartered Accountants regarding compliance of conditions of corporate governance as stipulated in clause 49 of the Listing Agreement has also been included in the Annual Report.

ENVIRONMENT, HEALTH AND SAFETY

For your Company, the absolute respect of Environment, Health and Safety (EHS) is a priority.

Raunaq Automotive Components Limited gives importance to safety, health and well-being of its employees and all the people working for the Company. Your Company is working hard to reduce the number of accidents to Zero. The Company encourages and ensures not only its employees but also its subcontractors working on Company's plants as well as its customers for complying with occupational health and safety measures.

DISCLOSURES UNDER SECTION 134 OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of financial year and the date of this report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

5. The annual listing fee for the year under review has been paid to BSE Limited, Mumbai, where your company's shares are listed. The Financial Results of the company can be accessed at the company's website http://www.raunaqauto.com/financials.html.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board

for RAUNAQ AUTOMOTIVE COMPONENTS LIMITED

Sd/-

Place: New Delhi Gursharan Singh

Date : August 6,2015 Chairman and Managing Director

Regd Office : 15TH Floor, Chiranjiv Tower- 43,

Nehru Place, New Delhi-110019

Ph. : 91 11 26418622, Fax : [phone]

Email - [e-mail]

---

Mar 31, 2013

TO THE MEMBERS,

The Directors present 30th Annual Report and Audited Statement of Accounts of your Company for the Financial year ended 31st March, 2013.

FINANCIAL RESULTS :

(Rs.in Lacs)

Particulars 2012-2013 2011-2012

Sales and Other Income 10529 10897

Operational Expenses 9356 9700

Depreciation 332 305

Financial Charges 595 486

Gross Profit/(Loss) 246 406

Provision for Taxes/ Def.Tax

Liab/ including earlier years (88) (134)

Net Profit 158 272

Profit b/f from last year 1089 817

Profit carried to Balance Sheet 12471 1089

MANAGEMENT DISCUSSION AND ANALYSIS

a) The Global Economy 2012-13

Throughout the world all developed economies are showing sign of stagnation or decline except select Asian countries, notably China & India, which were growing over 7% in past 2 vnars However ongoing debt crisis in Europe, fluctuating crude oil prices, heavy fluctuations in inter currency exchange rates & political situation in some European countries is putting severe inflationary pressure on economies throughoutthe world. Although, it is creating additional trade opportunities for developing economies to tap new avenues in the developed countries by providing low cost products and services.

The global recession provided a food for thought to Indian economy to find ways & means for, not only, its survival but consistent growth. The Govt, policies in financial sector proved to the world at large that Indian systems / sectors are one of the best systems that did not yield to the very strong pressure of economic recession as it had shaken the majoi economic powers of the globe.

Indian automotive industry duly backed by robust domestic demand, was growing consistently in the past few years. An emerging middle class sector which got boost from I.T, B.P.O and Banking sectors had been creating a huge demand potential for 2 wheelers & small and mid sized Cars. Similarly growth in agricultural sector duly backed by Government support is considerably boosting the rural economy, which created increased business opportunities for 3 wheelers, light passenger and cargo vehicles. All these factors provided enough stimulus to transport sector, resulting in boosting the sales for medium and heavy commercial vehicles.

However, rise in interest costs, ever increasing fuel costs and heavy inflation witnessed in past one year is creating road blocks for maintaining the consistent growth trends in automotive sector. All these factors are putting the demand squeeze of automobiles, due to which automotive components sector is also under tremendous pressure of low profitability due to decline in demand as well as tremendous cost pressures, since OEMs are having stiff competition between themselves due to which they have put a squeeze on the profit margins of component suppliers. However, component industry has huge demand potential from overseas export customers, as India is still considered a low cost source with acceptable level of quality and price economy. On top of it current decline in INR is attracting overseas buyers to enhance their sourcing activities from Indian component manufacturers which shall create new business opportunities.

b) Opportunities and threats

An Opportunity for Indian Economy

All over the World, Automobiles Giants have been looking towards India as their destination for procurement of their domestic as well as export requirements since Indian components manufacturers could provide them sufficient confidence to achieve the desired quality norms for products at competitive rates, mainly becauseof their strong Engineering skills & low cost of production as compared to their counter parts in other parts of the Globe.

However, it is felt that Indian economy is still struggling against some basic inf rastructural facilities and other problems such as

Good Highways/Ports

Availability of Regular & Cheaper electricity.

Low Cost Raw Material

Simple taxation structure

Latest Technology & RD facilities

Erratic fluctuation in fuels prices / Exchange rate

High inflation rate i

Though, Indian economy has started loosing steam but it has the potential of curbing such temporary downfall in demand and can move faster in every sector, provided Government addresses above areas with a pro-active approach and puts the best policies and requisite funds for speedy development of most essential infrastructure.

Besides above, the Industrial sector itself has to gear up fully to tap the huge opportunity made available by such recession with a particular thrust in the following areas:

Continual improvement in Product quality & environment Management systems.Technology up gradation.Exploring new business avenues in domestic & as well as export market.

Focus on skill development at all levels. Adherence to principles of corporate Governance at international levels.

Threats

Though, the Indian economy enjoys several advantages of being one of the biggest market for vehicle users and has the distinction of being one of the largest automotive components manufacturers in the world still it faces the following threats

- Continued volatility of Raw material prices

- Free Trade/W.T.O.

- Foreign Currency fluctuations

Increased competition from China, Taiwan & other Asian countries

c) Risks & Concerns

Risks

The growth of Automotive Component Industry is entirely dependent upon the performance of Automotive Sector/infrastructure development. - Though, the global recession has adversely affected the export market and recovery may be slower than expected but the efforts made by the company during the last 2 years have yielded good results and the company has bagged prestigious and high valued orders from abroad from some of the world renowned OEM. However, the volatility in the market may further deteriorate the sustainability of business in the long run.

Concerns

The major impediments in the overall growth of the Industry are:

- Inadequacy of good quality of infrastructure specially Highways, Ports, Airports

Lack of Good Quality & continued availability of power at cheaper rates

- Volatility in prices and availability of basic raw material

- Multiple taxation system and other complicated administrative procedures

- Inability to pass on increasing cost to customers

d) Internal Control Systems and their adequacy

The Company has adequate internal control systems, which ensure proper recording of transactions of its operations and also protection against misuse or loss of the company''s assets. Internal audit of the company is carried out at periodic intervals by an independent firm of Chartered Accountants, to ensure that the company''s internal control system is adequately complied with and adhered to.

e) Cautionary Note

Certain statements in the management discussion and analysis section may be forward looking and are stated as required by applicable Laws & Regulations. Many other factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook.

PERFORMANCE OF THE COMPANY

In the Financial Year 2012-2013, the company achieved an Income of Rs.10529 Lacs as compared to Rs, 10897 Lacs in 2011-12 thus leading to fall ot 3 %. The company achieved an operating profit of Rs.246 Lacs (PBT) as compared to Rs.406 Lacs (PBT) last year. The company has made a provision of Rs.88 lacs on account of Income Tax''/ Deferred Tax Liabilities.

The company has MAT credit of Rs. 160 Lacs which shall be utilized/ adjusted for payment of Income Tax in future. Company has a Reserve & Surplus of Rs.2474.69 lacs as compared to Rs. 1214.68 Lacs last year.

In the export front the demand from our existing Customers has increased significantly and the company is fully geared up to meet the additional demand of our Export Customers.

During the year under review, the company had been successful in capturing the business from some of the world renowned automotive manufacturers and its further impact shall be visible in the performance of the current year.

During the Financial Year under review, the profit margins of the company have been adversely bit due to seve. nflationary pressure. However, a part of the same has been passed over to customers.

EXPORTS

The company has successfully broadened the export horizons during the year under review. Many prestigious MNCs have been included in our list of customers. The company is not only catering to their existing demand, but has also geared itself for their global requirement. In 2012-13, the company has improved its export sales significantly. It has been exporting goods to every part of globe, may be it is Asian countries, European Countries or USA. Our exports are very well accepted and are being appreciated for their good quality and competitive price.

During the year under review, the company achieved an export turnover of Rs.2946 Lacs as against Rs. 1893 Lacs in 2011-12. Thus, achieving a growth of 55%. The Company has already tapped prestigious business from most reputed global brands. Our export customers are fully satisfied with the quality, timely delivery & cost competitiveness. In the current year we have targeted an overall export sales of Rs.4800 lacs.

FUTURE OUTLOOK

A YEAR OF DIVERSIFIED GROWTH

A) THRUST ON BEST CORPORATE HUMAN RESOURCES PRACTICES

Company has taken sufficient steps to impart practical training to its work force at all levels. A separate cell in HR function has already been created for imparting such training in the plant itself. In order to encourage the senior staff, they are being deputed to attend Conferences, Seminars, In-house Workshops and are even being sent to overseas countries to upgrade their skills to global levels, so that they are satisfied & bring in knowledge & skills to RACL for mutual benefits.

B) INFRASTRUCTURAL & TECHNOLOGY UP GRADATION:

The company is consistently making investment in bringing in State of the Art Technology in the field of Gear Honing, Gear Cutting, Heat Treatment & Gear Finishing processes. A consistent thrust on technology up-gradation is being maintained to ensure technology level in line with global customers demand.

C) TAPPING NEW BUSINESS

The company has been exploring various avenues for development of new customers in Domestic and Export market by participating in Exhibition / National Auto Expo show / states sellers/buyers meets and

other programmes organized by ACMA or other related agencies. With our new installed technology, We have already bagged orders from world class OEMs for sports Motor Cycle segment.

During the previous years RACL has explored business opportunities with various new customers. Some of these are at various stages of development. Commercial production has started for many new products & we are hopeful that commercial production for additional parts shall be commencing in the current year.

Considering the existing business scenario the company has started exploring business opportunities with some new OEMs & we are hopeful that slow down witnessed (if any) by the existing customers shall be compensated by such new customers.

D) SETTING OF A SMALL FORGING UNIT

The company has installed a small forging unit (A Backward integration Initiation) for captive consumption. Though it faced certain startup problems but it is successfully operating & commercial production of a few components have started in-house, which ensures not only uninterrupted supply of Raw Material but ensures cost savings also. The company expects to achieve the maximum capacity utilization shortly with a significant cost saving in Raw material consumption.

E) IMPROVEMENT IN QUALITY SYSTEM & MANAGERIAL SYSTEMS

a) The vigorous efforts put i n by management have yielded good results in lean manufacturing programme and it has benefited the company in a big way.

b) The Company contemplates to implement SPC & SQC techniques to be implemented in all critical process.

c) As planned last year, RACL has started supplier development programme under project name as "UDAAN" for which an external faculty has been organized. The entire programme is co- ordinated by quality and purchasing team to ensure 100% defect free supplies from Job work suppliers at right time. Initially 8 suppliers have been included in this programme. It is targeted that programme shall bring RACL suppliers in line with global requirements of RACL customers.

F) NEW INITIATIVES FOR COST REDUCTIONS

During the year under review, the company hired the professional services for improving the profitability and cost reduction by way of practical training on Theory of constraints. The training imparted to the Sr. Executives of the company has brought a sea-change in the performance of the Sr. Managerial Team, which has been also percolated to the lower streams. We hope the result of this activity shall be visible in the Current Year.

MANUFACTURING EXCELLENCE & DEMING PRIZE JOURNEY

The new Plant & Machinery installed during the last 2 years have made a remarkable change in the quality of goods produced, which can match any international levels quality at local prices. The improved quality system with stringent Quality audit norms shall prove to be a milestone assisting us to achieve our goal of winning the Deming Prize in the near future.

DIVIDEND

Considering the fund requirements for our future plans for up-gradation of machinery / technology up-gradation, the Board of Directors considered it appropriate not to declare any dividend for the current year.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the financial year ending 31st March, 2013.

LISTING FEES

The annual listing fee for the year under review has been paid to Bombay Stock Exchange Ltd., Mumbai, where your company''s shares are listed.

The Financial Results of the company can be accessed at the company''s website http://www.raunaqauto.com

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchange, a Report on Corporate Governance is provided elsewhere in this Annual Report along with the Auditor''s Certificate on the compliance thereof.

DIRECTORS

In accordance with the provisions of The Companies Act, 1956 and Memorandum and Article of Association of the company Mr.D.R. Arya, Director of the company retires by rotation and being eligible offers themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility statement it is hereby confirmed

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

iii) that the directors have 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;

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

DEVELOPMENT IN HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company believes that employees are its real strength and their contribution remains main force towards its growth and development.

During the year under review, the relationship between the Workers & Management has been very cordial. The Management has been taking effective steps to raise the morale of work force by introduction of Kaizen Scheme, Incentives for Production, Best worker & most disciplined employees. The company has introduced direct interaction of workforce with the very senior management on frequent intervals which has further boosted morale of the workers.

The Board of Directors recognize and place on record the concerted efforts made by the Company''s Executives, Officers, Staff and Workers at all levels.

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

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is enclosed at Annexure "A" and forms part of this report.

AUDITORS AND AUDIT REPORT

The Company has obtained the requisite certificate from M/s.A.Sachdev & Co., U/s 224(1 B) of the Companies Act, 1956 according their consent to act as Statutory Auditors of the Company if appointed as per provisions contained under Companies Act, 1956. The Director''s reply to Auditors Report is stated elsewhere in the report. (Please see notes to accounts)

M/s .A .Sachdev & Co., Chartered Accountants, New Delhi Auditors of the company retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

AUDITORS'' CERTIFICATE

The Auditors have certified the Company''s compliance of the requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement and the same is annexed to the Report on Corporate Governance.

COST AUDIT

The appintment of M/s Jaspreet Singh & Co. as Cost Auditors for Auditing the Cost Accounting Records of the Company for the year ended 31st March, 2013 has been dully approved by the Central Government.

RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directives of the Securities and Exchange Board of India (SEBI), M/s.K.K.Malhotra & Company, Company Secretaries, New Delhi, undertakes a

Reconciliation of Share Capital Audit on quarterly basis. The audit is aimed at reconciliation of total shares held in CDSL, NSDL and in physical form with the admitted, issued and listed capital of the company.

The Reconciliation of Share Capital Audit Reports as furnished by the Auditor on quarterly basis was forwarded to the Bombay Stock Exchange, where the original shares of the Company are listed.

ACKNOWLEDGEMENTS

Your Directors wish to place their appreciation of the continued support, assistance and co-operation extended to the Company by the Company''s Bankers, The Pradeshiya Industrial & Investment Corporation of U.P. Ltd (PICUP), the State and Central Government and other Government Agencies.

Your Directors also wish to place on record their appreciation of the confidence reposed by its valued Customers, Suppliers and Esteemed Shareholders, without whose continuing support the achievements of the company would not have been possible.

For and on behalf of Board

for RAUNAQ AUTOMOTIVE COMPONENTS LIMITED

Place: New Delhi (GURSHARAN SINGH)

Date: 29th July, 2013 Chairman and Managing Director

---

Mar 31, 2012

The Directors present 29th Annual Report and Audited Statement of Accounts of your Company for the Financial year ended 31st March, 2012.

FINANCIAL RESULTS : (Rs.in Lacs)

Particulars 2011-2012 2010-2011

Sales and Other Income 10897 9125

Operational Expenses 9700 8104

Depreciation 305 283

Financial Charges 486 344

Gross Profit/(Loss) 406 394

Provision for Taxes/ Def.Tax

Liab/including earlier years -134 -134

Net Profit 272 260

Profit b/f from last year 817 558

Profit carried to Balance Sheet 1089 817

PERFORMANCE OF THE COMPANY

In the Financial Year 2011 -2012, the company achieved an Income of Rs.10897 Lacs as compared to Rs.9125 Lacs in 2010-11 thus achieving a growth of 19%. The company achieved an operating profit of Rs.406 Lacs (PBT) as compared to Rs.394 Lacs (PBT) thus registering a marginal growth of 3% as compared to last year. The company has made a provision of Rs. 134 lacs on account of Income Tax / Deferred Tax Liabilities.

The company has MAT credit of Rs. 137 Lacs which shall be utilized/ adjusted for payment of Income Tax in future. Company has a Reserve & Surplus of Rs. 1214.68 lacs as compared to Rs.880 Lacs last year.

The demand from our existing Customers has increased significantly and the company is fully geared up to meet the additional demand of OEM and Export Customers.

During the year under review, the company had been successful in capturing the business from some of the world renowned automotive manufacturers and its further impact shall be visible in the performance of the current year.

During the Financial Year under review, the profit margins of the company have been adversely bit due to severe inflationary pressure. However, a part of the same has been passed over to customers.

EXPORTS

The company has successfully broadened the export horizons during the year under review. Many prestigious MNCs have been included in our list of customers. The company is not only catering to their existing demand, but has also geared itself for their global requirement. In 2011 - 12, the company has improved its export sales significantly. It has been exporting goods to every part of globe, may be it is Asian countries, European Countries or USA. Our exports are very well accepted and are being appreciated for their good quality and competitive price.

During the year under review, the company achieved an export turnover of Rs. 1893 Lacs as against Rs. 1327 Lacs in 2010-11. Thus, achieving a growth of 43%. The Company has already tapped prestigious business from most reputed global -brands. Our export customers are fully satisfied with the quality, timely delivery & cost competitiveness. In the current year we have targeted an overall export sales of Rs.3000 lacs.

FUTURE OUTLOOK

A YEAR OF DIVERSIFIED GROWTH

A) THRUST ON BEST CORPORATE HUMAN RESOURCES PRACTICES

Company has taken sufficient steps to impart practical training to its work force at all levels. A separate cell in Personal department has already been created for imparting such training in the plant itself. In order to encourage the senior staff, they are being deputed to attend Conferences, Seminars, Workshops at home and are even being sent to abroad to upgrade their skills to global levels, so that they are satisfied & bring in technology & skills to RACL for mutual benefits.

B) INFRASTRUCTURAL & TECHNOLOGY UP GRADATION:

The company is consistently making investment in bringing in State of the Art Technology in the field of Gear Cutting, Heat Treatment & Gear Finishing processes. A consistent thrust on technology up- gradation is being maintained to ensure technology level in line with global customers demand.

C) TAPPING NEW BUSINESS

The company has been exploring various avenues for development of new customers in Domestic and Export market by participating in Exhibition / National Auto Expo show / states sellers/buyers meets and other programmes organized by ACMA or other related agencies. With our new installed technology, now we have already bagged orders from world class OEMs for sports Motor Cycle segment.

During the previous years RACL has explored business opportunities with various new customers. Some of these are at various stages of development and for some of the customers commercial production has started & we are hopeful that for some of the customers commencing commercial production in the current year itself.

Considering the existing business scenario the company has started exploring business opportunities with some new OEMs & we are hopeful that slow down witnessed (if any) by the existing customers shall be compensated by such new customers.

D) SETTING OF A SMALL FORGING UNIT (TO REDUCE RAW MATERIAL COST):

The company is already facing pressures on timely availability of forgings at competitive rates, the company has planned to install a small forging unit at the existing location. The project has already been tied up financially with Ratnakar Bank. The building is under construction and the requisite plant & machineries have already been ordered & under the process of procurement & we hope that it shall start commercial production for captive consumption in the current year itself.

E) IMPROVEMENT IN QUALITY SYSTEM & MANAGERIAL SYSTEMS

a) The vigorous efforts put in by management of yielded good results in lean manufactory programme and it has benefited the company in a big way.

b) The Company contemplates to implement SPO & SQC techniques to be implemented in all critical process.

c) Certificate of ISO 18001 & OHSAS Standards has already been obtained.

d) As planned last year, RACL has started supplier development programme under project name as "UDAAN" for which an external faculty has been organized. The entire programme is co- ordinated by quality and purchasing team to ensure 100% defect free supplies from Job work suppliers at right time. Initially 8 suppliers have been included in this programme. It is targeted that programme shall bring RACL suppliers in line with global requirements of RACL customers.

F) NEW INITIATIVES FOR COST REDUCTIONS

During the year under review, the company hired the professional services for improving the profitability and cost reduction by way of practical training on Theory of constraints. The training imparted to the Sr. Executives of the company has brought a sea-change in the performance of the Sr. Managerial Tearn, which has been also percolated to the lower streams. We hope the result of this training shall be visible in the Current Year.

MANUFACTURING EXCELLENCE & DEMING PRIZE JOURNEY

The new Plant & Machinery installed during the last 2 years have made a remarkable change in the quality of goods produced, which can match any international levels quality at local prices. The improved quality system with stringent Quality audit norms shall prove to be a milestone assisting us to achieve our goal of winning the Deming Prize in the near future.

DIVIDEND

Considering the fund requirements for our future plans for up-gradation of machinery / technology up-gradation, the Board of Directors considered it appropriate not to declare any dividend for the current year.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the financial year ending 31st March, 2012.

LISTING FEES

The annual listing fee for the year under review has been paid to Bombay Stock Exchange Ltd., Mumbai, where your company's shares are listed.

The Financial Results of the company can be accessed at "the company's website http://www.raunaqauto.com

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchang a Report on Corporate Governance is provided elsewhere in this Annual Report along with the Auditor's Certificate on the compliance thereof.

DIRECTORS

During the year under review, PICUP has nominated Mr.Devender Singh and Mr.Ashok Mishra as Directors.

In accordance with the provisions of The Companies Act, 1956 and Memorandum and Article of Association of the company Mr.Anil Sharma, Director of the company retires by rotation and being eligible offers themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility statement it is hereby confirmed

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

iii) that the directors have 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;

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

DEVELOPMENT IN HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company believes that employees are its real strength and their contribution remains main force towards its growth and development.

During the year under review, the relationship between the Workers & Management have been very co-ordial. The Management has been taking effective steps to raise the morale of workforce by introduction of Kaizen Scheme, Incentives for Production, Best worker & Most disciplined employees. The company has introduced direct interaction of workforce with the very senior management on frequent intervals which has further boosted morale of the workers.

The Board of Directors recognize and place on record the concerted efforts made by the Company's Executives, Officers, Staff and Workers at all levels.

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

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is enclosed at Annexure "A" and forms part of this report.

AUDITORS AND AUDIT REPORT

The Company has obtained the requisite certificate from M/s. A.Sachdev & Co., U/s 224( 1B) of the Companies Act, 1956 according their consent to act as Statutory Auditors of the Company if appointed as per provisions contained under Companies Act, 1956. The Director's reply to Auditors Report is stated elsewhere in the report, (please see notes to accounts)

M/s .A .Sachdev & Co., Chartered Accountants, New Delhi Auditors of the company retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

AUDITORS' CERTIFICATE

The Auditors have certified the Company's compliance of the requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement and the same is annexed to the Report on Corporate Governance.

SECRETARIAL AUDIT

As per the directives of the Securities and Exchange Board of India (SEBI), M/s.K.K.Malhotra & Company,-Company Secretaries, New Delhi, undertakes Secretarial Audit on quarterly basis. The audit is aimed at reconciliation of total shares held in CDSL, NSDL and in physical form with the admitted, issued and listed capital of the company.

The Secretarial Audit Reports as furnished by the Secretarial Auditors were forwarded on quarterly basis to the Stock Exchange.

ACKNOWLEDGEMENTS

Your Directors wish to place their appreciation of the continued support, assistance and co-operation extended to the Company by the Company's Bankers, The Pradeshiya Industrial & Investment Corporation of U.P. Ltd (PICUP), the State and Central Government and other Government Agencies.

Your Directors also wish to place on record their appreciation of the confidence reposed by its valued Customers, Suppliers and Esteemed Shareholders, without whose continuing support the achievements of the company would not have been possible.

For and on behalf of Board

for RAUNAQ AUTOMOTIVE COMPONENTS LIMITED

Sd/-

Place: New Delhi (GURSHARAN SINGH)

Date: 30th July, 2012 Chairman and Managing

Director

---

Mar 31, 2010

The Directors present 27th Annual Report and Audited Statement of Accounts of your Company for the Financial year ended 31st March, 2010.

FINANCIAL RESULTS :

(Rs.in Lacs

Particuars 2009-2010 12008-2009

Sales and Other Income 7017 6558

Operational Expenses 6189 5924

Depreciation 267 184

Financial Charges 241 202

Gross Profit 320 248

Provision for Taxes/ Def.Tax

Liab/ including earlier years 71 40

Net Profit 249 208

Profit b/f from last year 309 101

Profit carried to Balance Sheet 558 309

MANAGEMENT DISCUSSION AND ANALYSIS

a) Industrial Scenario 2009-10

The impact of global economic slow down continued in current year also, however, at the fag end of year, it witnessed some economic recovery, which has given some relief to the world economy, but whether it will continue for a long, is a matter of time. The extent of recovery had been different depending upon various economic factors. The pressure of economic recession is still being felt in some parts of the globe & recently some European countries have been under the economic threat. In order to bring these economics out of the recession the respective Govt./Financial institutions are providing financial bailout package but the said bailout package seems to be insufficient for sustainable recovery process. It is expected that by the close of 2010-11, the world economy may start recovering.

Though, Indian economy could not isolate itself totally from the global recession, but due to its own inherent strength & skills, it came to overcome the same, at a much faster pace as compared to world economy. Indian Automotive Industry, having a huge demand potential for automobiles, including automotive component manufacturing has regained its lost strengths and started performing as it was originally performing. Indian Industry learnt good lessons from this recession & it found its strength by resorting to its principles of global quality at low cost & timely delivery.

b) Opportunities and threats

Opportunities

The world wide recession proved blessings in disguise for Indian Industries. The hopes of economists turned into realities as most of the American/European Automobiles Giants have been looking towards India as their destination for procurement of their domestic as well as export requirements since only Indian component manufacturers could provide them the desired quality products, at most competitive rates because of their strong foundation of Engineering skills & low cost of production as compared to their counter parts in other parts of the Globe.

However, it is felt that Indian economy lacks certain basic infrastructural facilities due to which the economic growth is not moving at desired level. Indian economy shall be able to move even faster, provided the Government looks into these infrastructural areas with a pro-active approach and puts the requisite funds for a speedy development of most essential areas.

Besides, the Industrial sector itself has to gear up fully to tap the huge opportunity made available by such recession with a particular thrust in the following areas:

1. Improvement in quality system & environment Management system.

2. Technology upgradation.

3. Exploring new business avenues in domestic as well as export market.

4. Generating more skilled manpower.

5. Adoption of principles of corporate Governance at international levels.

Threats

1. Continued volatility of Raw material prices

2. Free Trade/W.T.O.

3. Foreign Currency fluctuations

4. Increased competition from China, Taiwan & other Asian countries

c) Risks & Concerns

Risks

The growth of Automotive Component Industry is entirely dependent upon the performance of Automotive Sector/infrastructure development. The global recession has adversely affected the export market and recovery may be slower than expected. The volatility in the market may further deteriorate the sustainability of business viability.

Concerns

There are several major concerns which have not been looked into for the last so many years and these are major impediments in the overall growth of the company, such as

1. Poor infrastructure of highways, Ports

2. Good Quality & continued availability of electricity at cheaper rates

3. Volatility in prices and availability of basic raw material

4. Multiple taxation system and other complicated administrative procedure

5. Ability to pass an increasing cost to customers

d) Internal Control Systems and their adequacy

The Company has adequate internal control systems, which ensure proper recording of transactions of its operations and also protection against misuse or loss ofthe companys assets. Intemalauditofthecompany is carried out at periodic intervals by an independent firm of Chartered Accountants, to ensure that the companys internal control system are adequately complied with and adhered to.

During the year under review, ERP System has improved the overall efficiency of the company at every level. The Biometric system installed by the company has significantly improved the working of HRD Deptt. The Company is in the process of broadening & implementing the scope & coverage of other areas of ERP functioning such as manufacturing / PPC / machine loading / capacity utilization which will help the company to improve its efficiency at all levels of operation.

e) Cautionary Note

Certain statements in the management discussion and analysis section may be forward looking and are stated as required by applicable Laws & Regulations. Many otherfactors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook.

f) Performance of the company

The Company could not isolate itself from the effect of world recession, however, efforts put up by the management in the previous years came to our rescue. Had it not been so the results for the Financial Year under review would have been different. The company could not achieve the budgeted targets but it could record a growth of 11 % in turnover with a significant improvements in profits.

In the Financial Year 2009-10, the company achieved an Income of Rs.7017 Lacs as compared to Rs.6558 lacs in 2008-09 thus achieving a growth of 11%. The company could achieve an operating profits of Rs.320 Lacs (PBT) as compared to Rs.248 Lacs (PBT) thus registering a growth of 30% as compared to last year. The company has made a provision of Rs.71 Lacs on account of Income Tax / Deferred Tax Liabilities.

The company has a MAT credit of Rs.48 Lacs which shall be utilized / adjusted for payment of Income Tax in future. Company has a surplus of Rs.558 Lacs in Profit & Loss Account.

During the year under review, the company had been successful in capturing the business from some of the world reknowned MNC and, its impact shall be visible in the performance of the current year.

The Company is developing more & more new components for many other OEM manufacture as per their specifications and requirement and we are quite confident that in the times to come we shall be able to cater the demands of our New Customers.

The demand from our existing Customers has increased significantly and the company is fully geared up to meet the additional demand of OEM and Export Customers.

During the Financial Year under review, the company through its cost reduction schemes & various other VA/VE methods made a significant improvement in profits as compared to sales.

After completion of two years journey of Cluster IV of ACT (ACMA Centre of Technology) the company has taken up the sustainence programme to further improve the performance of the company and we are hopeful that it will assist us in achieving better productivity, quality goods at competitive price thus enhancing the overall profitability of the company.

EXPORTS

The company has been successful in its efforts to broaden the export horizons during the year under review. Many prestigious MNC has been included in our list of customers. The company is not only catering to their existing demand, but has also geared itself for their global requirement. In 2009-10, the company has improved its export sales significantly. It has been exporting goods to every part of globe, may be it is Asian countries, European Countries or USA. Our export are very well accepted and are being appreciated for their good quality and competitive price.

During the year under review, the company achieved an export turnover of Rs.1117 Lacs as against Rs.755 Lacs in 2008-09. Thus, achieving a growth of 48 %. Our export customers are fully satisfied with the quality, timely delivery & cost competitiveness. In the current year we have targeted an overall export sales of Rs. 1500 lacs.

FUTURE OUTLOOK

Indian Economy is still on the recovery path and RACL has been no exception. Although, the company made a modest recovery / growth to the extent of 11 % in sales . but the profitability and the achievement in export front has given a boost to the company. During the year under review, the company has successfully commissioned world class technology and production facilities.

It has constructed a new Technology Block & has installed latest machines which shall be further supplemented by the similar type of facilities and with these facilities, we shall be considered one of the leading Gear Manufacturer in the Northern Region.

During Financial Year 2010-11, the company proposes to install/upgrade its technological capabilities / infrastructure facilities by way of putting up additional facilities of ¦

a) Gear Hobbing

b) Internal broaching

c) CNC Internal & Cylindrical Grinding with inprocess gauging system

The company has developed a very good product quality & has emerged as one of the quality producer of gears not only in India but its products are purchased by world reknowned MNC all over the globe. The tough competition faced by the company in the previous years has showed the path of organic growth and we look forward for a bright future as outlook is positive and the company has an excellent order book position for the coming years.

DIVIDEND

Although, the company has accumulated profits of Rs.558 lacs but considering the existing fund requirements for our future plans for upgradation of machinery / technology upgradation, the Board of Directors considered it appropriate not to declare any dividend for the current year.

FORFEITURE OF WARRANT APPLICATION MONEY

During the Financial Year 2008-09, the company allotted 19 lacs convertible warrants of Rs.10/- each at a premium of Rs.9/- per warrant aggregating Rs.361 lacs. The company received application money of Rs.38 lacs on such 19 lacs warrants @ Rs.2/- per warrant (including a premium of Re.1/- per warrant) The warrant holders did not pay the allotment money on such warrants which was due on 31.3.2010. Due to non payment of such allotment money, the Board of Directors at their meeting held on 19th April, 2010 forfeited, the said amount of Rs.38 lacs on such convertible warrants.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the financial year ending 31st March, 2010.

LISTING FEES

The Financial Results of the company can be accessed at the companys website www.raunaqauto.com.

The annual listing fee for the year under review has been paid to Bombay Stock Exchange Ltd., Mumbai, where your companys shares are listed.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchange, a Report on Corporate Governance is provided elsewhere in this Annual Report along with the Auditors Certificate on the compliance thereof.

DIRECTORS

During the year under review, PICUP has nominated Mr.V.K.Seth in place of Mr.Devender Singh as its Nominee Director. The Board of Directors place on record the appreciation for the guidance & services rendered by Mr.Devender Singh during his tenure as Director.

In accordance with the provisions of The Companies Act, 1956 and Memorandum and Articles of Association of the company Mr.D.R.Arya, Director of the company retire by rotation and being eligible offer himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility statement it is hereby confirmed:

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

iii) that the directors have 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;

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

DEVELOPMENT IN HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company believes that employees are its real strength and their contribution remains main force towards its growth and development.

During the year under review, the relationship between the Workers & Management have been very co-ordial. The Management has been taking effective steps to raise the morale of work force by introduction of Kaizen Scheme, incentives for Production, Best worker & Most disciplined employees. The company has introduced direct interaction of workforce with the very senior management on frequent intervals which has further boosted morale of the workers.

The Board of Directors recognize and place on record the concerted efforts made by the Companys Executives, Officers, Staff and Workers at all levels.

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

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is enclosed at Annexure "A" and forms part of this report.

AUDITORS AND AUDIT REPORT

The Company has obtained the requisite certificate from M/s.A.Sachdev & Co., U/s 224(1 B) of the Companies Act, 1956 according their consent to act as Statutory Auditors of the Company if appointed as per provisions contained under Companies Act, 1956. The Directors reply to Auditors Report is stated elsewhere in the report. (please see notes to accounts)

M/s .A .Sachdev & Co., Chartered Accountants, New Delhi Auditors of the company retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

AUDITORS CERTIFICATE

The Auditors have certified the Companys compliance of the requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement and the same is annexed to the Report on Corporate Governance.

SECRETARIAL AUDIT

As per the directives of the Securities and Exchange Board of India (SEBI), M/s.K.K.Malhotra & Company, Company Secretaries, New Delhi, undertakes Secretarial Audit on quarterly basis. The audit is aimed at reconciliation of total shares held in CDSL, NSDL and in physical form with the admitted, issued and listed capital of the company.

The Secretarial Audit Reports as furnished by the Secretarial Auditors were forwarded on quarterly basis to the Stock Exchange.

ACKNOWLEDGEMENTS

Your Directors wish to place their appreciation of the continued support, assistance and co-operation extended to the Company by the Companys Bankers, The Pradeshiya Industrial & Investment Corporation of U.P. Ltd (PICUP), the State and Central Government and other Government Agencies.

Your Directors also wish to place on record their appreciation of the confidence reposed by its valued Customers, Suppliers and Esteemed Shareholders, without whose continuing support the achievements of the comrjanv would not have been possible.

For and on behalf of Board

for RAUNAQ AUTOMOTIVE COMPONENTS LIMITED

Place: New Delhi Sd/-

(GURSHARAN SINGH)

Date: 30th July, 2010 Chairman and Managing

Director