Amtek Auto Ltd Directors Report

To,

The Members,

Revent Precision Engineering Limited

The Board of Directors are pleased to present the 38^th Annual Report (3^rd after the conclusion of the CIRP process and consequent change of management) on the business and operations of the Company together with audited Financial Statements for the financial year ended 31^st March, 2024.

FINANCIAL SUMMARY/PERFORMANCE/STATE OF COMPANYS AFFAIRS

The standalone financial statements for the financial year ended March 31, 2024, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

Key highlights of financial performance of vour Company for the financial year 2023-24 are as under:

(Rupees in Lakhs)

Particulars	Standalone
	31" March, 2024	31" March 2023
Revenue from Operation	5,64,17.48	58,740.78
Other Income	1,131,85	2,222.53
Total Income	57,549.33	60,963.31
Less: Total Expenses	66,692.41	73,635.34
EBIDTA	2294.65	2430.75
Interest [payout)	751.11	658.57
Interest (amortisation to present value of OCD & NCDs)	5,714.82	5,059.87
Depreciation	4.971.81	9,384.34
Profit/(Loss) before exceptional items and tax	(9,143.08)	(12,672.03)
Exceptional items	23,211.40	-
[(IncomeJ/expenses]		_
Profit/(Loss) before tax	(32,354.48)	(12,672.03)
Less: Tax Expenses	-	-
Proflt/(Loss) for the year	(32.354.48)	(12,672.03)
Profit/(Loss) from discontinued operation after tax
Other comprehensive Income	28,123.19	(262.79)
Total Comprehensive Income for the year	(4,231.29)	(12,934.82)
Earnings Per Share (for continuing and discontinuing operation)
(1) Basic	(4.47)	(2.30)
(2) Diluted	(4.28)	(2.17)

COMPANYS PERFORMANCE REVIEW Standalone financials

During the financial year 2023-24, your company achieved operating income of Rs. 56,417.48 lakhs as against Rs. 58,740.78 lakhs in previous year, a decline of 3.96% on account of phase out of old models by few customers. However, total expenses during the financial year 2023-24 decreased by 10.41% to Rs. 66,692.41 lacs as against Rs. 73,635.34 lacs during the previous financial year. The company achieved an EBIDTA (before exceptional items) of Rs. 2294.66 lacs against EBIDTA (before exceptional items) of Rs. 2167.96 lacs in FY23, an increase of 5,84%. Total comprehensive loss during the financial year arrived at Rs. 4,231.29 lacs against total comprehensive loss of Rs. 12,934.12 lacs during FY 2022-23).

During the year under report, phase out of old models was largely compensated by receipt of new business from existing and new customers. The company is seeing a very healthy trend of new orders in the FY 2024-25. In Ql, the company booked new orders of INR 57 Cr, and has set a target of over INR 300 Cr for the year. Given this trend, the management expect healthy growth in revenues in FY25 based on new orders and increase in SOB of existing supplies.

The Companys investment schedule in the financial statement for the FY ended 31.03.2024 included investments in the equity shares of following companies from a period prior to admission into the insolvency process.

Sr. Name of Com Dan v No	Type of Instrument	No. of Shares	Amount IINR in lacsl	% of Eauitv Shares held	ITeatment in books of accounts in FY 22-23
1 Amtek Transportation Systems Ltd.	Equity Shares	49,994	5	100	Fully impaired
2 Alliance Hydro Power Ltd.	Equity Shares	35,000	3.5	70	Fully impaired
3 Blaze Spare Parts (P) Ltd.	Equity Shares	56,34.55	5,634,55	24.84	Fully impaired
4 Gagandeep Steel 8t Alloys (P) Ltd.	Equity Shares	56,34,554	5,634.56	24.89	Fully impaired
5 Garima Buildprop Pvt Ltd	Equity Shares	1,88,500	18.85	10	Disclosed at NIL fair value
6 Brassco Estates Pvt Ltd	Equity Shares	2,47,070	24.71	19	Disclosed at NIL fair value
7 Amtek Integrated Solutions Pte. Ltd.	Equity Shares	10,000	io,ooo-	99.99	Disclosed at NIL fair value
8 Amtek Power Train Limited	Equity Shares	1,66,19,658	1661.96	50%	Disclosed at NIL fair value
9 B.S. Ispat Limited	Preference Shares	1,20,54,600	1205.46		Disclosed at NIL fair value

* Investment in Amtek Integrated Solutions Pte. Ltd. is 10,000 equity of Singapore Dollar(SGD) 1/- each

However, during the CIRP period, the Resolution Professional did not control /manage the aforementioned Associate, Joint Venture and/or the Subsidiaries of then Amtek Auto Limited and the resolution of the Corporate Debtor (Amtek Auto Limited now Revent Precision Engineering Limited("RPEl") was on a standalone basis, the management and/or control of such Associate, Joint Venture and/or the Subsidiaries of then Amtek Auto Limited was not handed over to the new

management of the Company after the implementation of the approved Resolution Plan. Consequently, the present management neither have access to the books of accounts of the abovementioned companies nor the custody of the equity shares and has no representation on the Board of Directors of these companies.

Further, it is observed from the MCA portal that the financial statements of the above companies have not been filed for several years with the Registrar of Companies and on scrutiny of last publicly available financial statements, it was observed these Companies had incurred losses and their net worth was either fully/substantially eroded. Accordingly, the investments in these companies were fully impaired in previous financial year. Your Board believing that the aforesaid investment are not realizable and the business of these companies are not viable in near future, on the recommendation of the Audit Committee approved for written of the investment.

Further, the following companies having been struck-off by the Registrar of Companies, and the investments in these companies cant be recovered, the investments in the Companies also written-off by the Board on the recommendation of the Audit Committee.

Sr. No Name of Company

1 Aaron Steel & Alloys Pvt. Ltd

2 Neelmani Engine Components Pvt. Ltd.

3 Asta Motorcycles & Scooter India Limited

4 Domain Steel & Alloys Pvt. Ltd.

5 Amtek Defence Technologies Pvt Ltd

The following companies have gone through the resolution process under IBC, Act 2016 and their resolution plan have been implemented. Pursuant to implementation of the Resolution Plan, the pre-CIRP equity shares of these companies have been cancelled and extinguished by the respective companies.

Sr. No Name of Company

1 JMT Auto Limited

2 Metalyst Forgings Limited

3 ACILLtd.

a

Since the investment in the non-operation a I companies have been written-off by the Board in view of the aforesaid facts,

s

the Company did not prepare the Consolidated financial statements in respect of the abovementioned associate, subsidiary and the JV Companies,

Considering the abovementioned facts, the Board of Directors, on the recommendations of the Audit Committee, approved write-off the investments in the above- mentioned Companies:

:FUTURE OUTLOOK

The Company has integrated operations for metal forging, machining and Ferroalloy Si Aluminium casting products which are widely used in both automotive and non-automotive Sectors. The company was rebranded as Revent, to reflect its re-invention as a reputable precision engineered parts manufacturer. Revent has adopted a customer centric approach to rebuild its business volumes with existing and new Original Equipment Manufacturers (OEMs) in India and globally. The Company has setup an engineering and design centre and machining centres of excellence at its hubs in NCR and Pune region and is striving to provide greater value-added services to customers. Revent emphasizes on robust governance structure, policies, and practices to ensure accountability, transparency, and ethical practices.

The forging, Castings and Machining parts manufactured by the Company are widely used in automotive, aerospace and defence, railway, industrial machinery, marine, and others (agriculture, power, mining, and construction) which are

:

growing in rapid pace paving the future growth. Globally, India is considered one of the major forging production hubs.

With the support of the Government of India initiatives and support for "Make in India" the demand for the forging and casting products from the domestic and well as overseas market expected to grow leap and bound with the adoption of the ‘industry 4.0 with new technologies, improved efficiency and making the products competitive with international markets.

Global Outlook

The global metal forging market size was valued at USD 81.13 billion in 2023 and is projected to grow from USD 87.06 billion in 2024 to USD 157,94 billion by 2032, exhibiting a CAGR of 7.6% during the forecast period. Asia Pacific dominated the metal forging market with a market share of 52.09% in 2023. The technological expansion to make sustainable forged metal is surging the market growth during the forecast timeline. The global megatrends, including urbanization, rising mobility, population & economic development, and increasing climate change, are prominent factors propelling the market. Additionally, increasing C02 emissions globally led several forged metal-producing companies to innovate and develop a sustainable choice that could be durable and may be reused at the end of their lifecycle. The forging industry uses large volumes of steel and electricity for production. Rising government regulations to support recycling initiatives, increasing technological advancement in metal forging to make it more reliable, and the emerging preference of manufacturers to produce recyclable forged metal is anticipated to drive market growth.{source: https://wwwfortunebusinessinsiehts.coml

The primary force behind the growth of the metal forging market worldwide is surging demand for both passenger as well as commercial vehicles and growing production of commercial aircraft and defence equipments. Further, constant innovations in metal forging methods and processes creates opportunities for market growth are expected to provide a lucrative opportunity to the market players over the forecast period.

Indian metal forging industry majorly caters to the high demand for forged products in the automotive sector. However, the recent slowdown in the automotive sector has diverted the focus of the leading metal forging key players on expanding their product portfolio for other non-automotive industries where the demand for forged products is increasing. These non-automotive industries include agriculture, power, and aerospace and defence. Hence, increasing investment and expansion of these sectors is positively influencing the market. The aerospace industry requires various high-quality and lightweight metal forged parts. The increasing demand for critical forged products in the aerospace & defence industry is likely to drive the market growth.

Management Discussion & Analysis:

During insolvency the turnover of the company had reduced significantly on account of loss of business share from customers and ineligibility to bid for new business. As a result, the manufacturing units were operating at low-capacity utilisation, and the company did not require immediate capital expenditure for building fresh capacity. It embarked on a plan to refurbish existing equipment, upgrade infrastructure and invest in de-bottle necking / automation to improve efficiencies. The entire capital expenditure was funded through equity and internal generation only

The Company received a fresh start post insolvency and the pre-CIRP liabilities (loans, worker and statutory dues, trade payables etc.) were settled as part of the consideration paid by the Resolution Applicant. Post Dec 2021, the Company is managed by the newly constituted Board of Directors having relevant expertise in the business of the Company. The Company has taken several initiatives to re-gain customers confidence, repose the faith of the existing customers and expanding its business with the new customers in the domestic and international market.

Significant initiatives taken by the new management after the company came out of the CIRP includes.

a. Purchase of the new machineries, refurbishing and replacement of the of the equipments necessary to improve productivity and efficiencies.

b. Rebranding the Company as Revent Precision Engineering Limited.

c. Participation in the various auto exhibition and showcasing of products to reach new customers.

d. Implementation of Oracle ERP system to improve the accounting and management reporting system to take quick decision.

e. Recruitment of qualified and experienced professional in various department to overall improve the productivity with higher efficiency and good customer relations.

f. Business expansion by Development of new components for existing and new OEM customers.

g. Strengthened key functions and processes, including supply chain, quality and maintenance.

h. Focused program to replace / refurbish machines and capital expenditure to upgrade / automate processes where ] required to meet customer expectations.

i. Consolidation / restructuring of identified plants to gain efficiencies and savings.

j. The company has launched a CE program in line with MSIL requirements across all pillars, to improve overall operational excellence

Management is confident of the future business outlook. The focus for the current financial year continues to be on growing volumes and continuously increasing capacity utilization and operating efficiencies at all plants. Simultaneously, the effort will be to add new business at better margins, seek compensation for conversion price increases, where applicable, to improve the overall profitability of the business.

During the year under report, your company has redeemed the NCDs of INR 400 crores and issued Class B Equity Shares of equivalent amount which shall not only reduce the interest burden on the Company but also improve the key financial ratios. Additionally, the company infused fresh funds of INR 100 crores through a Rights issue, of which Rs. 50 crores (50%) was called during FY24. The balance 50 Cr can be called as needed. As a result, the Net Worth of the company increased from Rs. 277 crores in FY23 to Rs. 687 crores in FY24. Borrowings reduced from Rs. 495 crores to Rs. 190 crores. This has resulted in improving the Debt / Equity in FY24. Fair valuation of land, building and plant & machinery was done which has resulted an increase in net block of INR. 99 crores,

With the increased customer confidence, which evident from the new business being awarded to the Company, the CAPEX : incurred to meet new customers demands and repair/maintenance/refurbishment of the existing machineries, infrastructures and facilities to enhance productivity, your Management is confident of achieving the breakeven in the FY : ended 2025 and will start earning profits within a couple of years.

Credit Rating :

1

During the year under report, CARE has reaffirmed the Credit Rating of "CARE BBB-; Stable/CARE A3 (Triple B Minus; Outlook: Stable/ A Three}" for Long-term / Short-term Bank Facilities of Rs. 50 Crores from Induslnd Bank Limited. Further, CARE has j

also reaffirmed the ratings of "CARE BBB-;.Stable (Triple B Minus; Outlook: Stable)" for Long-Term Instruments. With the :

reduction of NCDs, infuse of additional equity through rights issues, the financial ratio as at 31.03.2024 has improved. The j Credit Rating is therefore expected for upward revision in due course.

Human Resource Development

People continue to be our most valuable asset and our Company places their engagement, development and retention of talent as its highest priority, to facilitate achievement of organizational Goal. Transparency, Structure, Process and Culture are the Pillars of our Human Resources strategy. Our Company is committed toward maintaining sustained harmonious and healthy industrial relations with focused approach on enhancing employee productivity, engagement, flexibility and continuous introduction of technology. Further constant efforts are being made to create an environment of Trust, continuous learning, creating opportunities for progressive growth & high-performance culture. You company offers equal opportunities, disregard to cast, creed, gender preferences toward any of its employees.

Your Company while continuously strengthening the Product Engineering, Quality and departments by bringing in senior resources, also focusing on the optimal utilization of the available resources. Though this has increased the employee cost in short term, but the management consider it as an investment, which will give longterm benefits and help in increasing the profitability.

MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTIMG FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

Except otherwise stated in this Report, there are no material changes and commitment affecting financial position of the Company from the end of Financial Year 31^s March, 2024.

CAPITAL STRUCTURE OF THE COMPANY

During the year under review there were changes in the capital Structure of the Company as below:

• The Company reclassified its Authorized Share Capital during the financial year ended March 31, 2024, and consequently amended the Clause-V of the Memorandum of Association. The revised Capital Structure of the Company is as under:

Authorised Share Capital

Particulars	Before Change			After Change
	Number	Face-Value each (Rs.)	Total (Rs.)	Number	Face-Value each (Rs.)	Total (RS.)
Equity Shares (Ordinary)	60,00,00,00,000	2/-	1,20,00,00,00,000	57,50,00,00,000	21-	1,15,00,00,00,000
Equity Shares (Class B)				2,50,00,00,000	21-	5,00,00,00,000
Preference Shares	35,00,000	100/-	35,00,00,000	35,00,000	100/-	35,00,00,000
Total			1,20,35,00,00,000	Total		1,20,35,00,00,000

• During the Financial year ended 31^st March, 2024:

(i) the Company had issued and allotted 100 NCDs of INR 10 Lacs each aggregating to INR 10 Crores on private placement basis to Hudson Bay Acquisitions LLC

(ii) Further, the Company has issued and allotted on private placement basis 2,00,00,00,000 class B equity shares of Rs, 2/- fully paid-up, aggregating to Rs. 400 Crores to Hudson Bay Acquisition LLC and redeemed the 4,000 (Four Thousand) Nos, of Unsecured redeemable Non-Convertible Debentures ("NCDs") of face value of Rs. 10 lacs each aggregating to INR 400 Crores, s.

The Class B Equity Shares were allotted as under:

Sr. No Date of Allotment	No. of Class B Equity Shares allotted	Nominal Value per share	Total Nominal Value (Rs.)
1 25.01.2024	5,00,000	Rs. 2/-	10,00,000
2 22.02.2024	86,00,00,000	Rs. 2/-	1,72,00,00,000
3 04.03.2024	95,00,00,000	Rs. 2/-	1,90,00,00,000
4 15.03.2024	18,95,00,000	Rs. 2/-	37.90,00,000
Total			4,00,00,00,000

The "Class B" Equity Shares are subject to the provisions of the Memorandum and Articles of Association of the Company and ranks pari-passu with the existing Equity Shares of the Company in all respect except having the preferential right to repayment of capital, payment of dividend and voting rights as hereunder.

Particulars	Remarks
Voting rights	l(one) vote for every 1000 class B Equity shares, amounting to 0.36% of the total voting rights of the post issue equity shares capital
Priority with respect to payment of dividend	Class B equity shares will carry a preferential right vis-a-vis ordinary equity shares of the Company with respect to the payment of dividend. Maximum dividend to Class B equity shareholders shall be 12%.
	Class B equity shares will carry a preferential right vis-a-vis ordinary equity shares of the Company with respect to the repayment of capital during winding up.

• The Company has on 28^th March, 2024 allotted 50,00,00,000 (Fifty Crores) Equity Shars of Rs, 2/- each on rights basis on which Rs.l/- per equity is paid-up.

Issued. Subscribed and Paid-up Share capital of the Company as at 31.03.2024:

(in Rs.)

Particulars	Issued Capita			Subscribed and Paid-UD Caudal
	No. of Shares	Face- Value per share	Total Face Value	No. of Shares	Pai-uo per share	Total Paid-UD Value
Eauitv Shares (Ordinarv)	55,55,55,556	Rs. 2/-	1,11,11,11,112	55,16,84,424	Rs.2/	1,10,33,68,848
	50,00,00,000	Rs. 2/-	1,00,00,00,000	50,00,00,000	Rs. 1/	50,00,00,000
Eauitv Shares (Class B1	2,00,00,00,000	Rs, 2/-	4,00,00,00,000	2,00,00,00,000	Rs. 2/	4,00,00,00,000
Preference Shares	*	-	-	-	-	-
Total	3,05.55.55.556		6.11.11.11.112	3.05.16.84.424		5.60.33.68,848

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

Since resolution of the Amtek Auto Limited (now Revent Precision Engineering Limited) under IBCwas on a standalone basis, the new management does not have access to the books of accounts, custody of the shares and no representation on the Board of Directors of the subsidiaries, joint ventures and associate companies of the erstwhile Corporate Debtor. These subsidiaries, joint ventures and associate companies had incurred losses, and their net worth was fully eroded, the investments in these companies were fully impaired by the new management in previous financial year. Further, few of the associate companies have been truck-off by the Registrar of Companies and the investments in these companies cant be recovered. Considering the above, the Board of Directors approved write-off the investments held in the erstwhile subsidiaries, joint ventures and associate companies. Therefore, your Company is not required to prepare the consolidated i financial statements for the financial year ended 31^st March, 2024.

DETAILS REGARDING DEPOSITS. COVERED UNDER CHAPTER V OF THE ACT

During the Financial Year 2023-24, your company did not accept any deposits within the meaning of the provisions of Chapter V - Acceptance of Deposits by Companies read with the Companies (Acceptance of Deposits), Rules 2014 and as such, no amount of principal or interest was outstanding as of the balance sheet date.

TRANSFER TO RESERVE

During the year under report, since the company has reported losses, no amount has been transferred to any reserves during then financial year under report. ?

DIVIDEND

Considering the losses incurred by the Company during the financial year 2023-24, the Board did not recommend any dividend to the shareholders of the Company for the FY ended 31.03.2024.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred the unpaid dividend amounting Rs, 3,81,613/- pertaining to the FY 2013-14 to the Investor Education and Protection Fund. However, the same has not been taken on record by the Registrar of Companies due to technical issues.

CHANGE IN THE NATURE OF THE BUSINESS. IF ANY

There is no change in the nature of business carried on by your Company during the financial year ended on 31st March,

2024.

ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM

The Company is committed to ensuring an effective Internal Control environment that help in preventing and detecting errors and irregularities, thus ensuring the security of the Companys assets and efficiency of operations. The Company has an internal control mechanism which is commensurate with the size and complexity of the business and aligned with evolving business needs.

Periodically, the Audit Committee takes cognizance of the significant risk assessment processes, audit plans, reported observations, recommendations and adequacy of Internal Controls and provides directions and guidance including external benchmarking of best practices for further action, if any. Extensive use of technology ensures robustness and integrity of financial reporting and internal controls, allows optimal use and protection of assets, facilitates accurate and timely compilation of financial statements and management reports and ensures compliance with statutory laws, regulations and company policies.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Companys Website on https://www.reventeneineerine.com/investors-revent-precision-engineering-limited.oho

CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2023-24, the company does not fall under the ambit of the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate social Responsibility Policy) Rules, 2014.

DETAILS OF DIRECTORS ON THE BOARD

As on 31^il March, 2024, the Board of Directors comprise of the Directors as under:

Sr. No. Name	Designation	DIN
1 Mr, Prakash Hari Khose	Managing Director	09202778
2 Mr. Muneesh Chawla	Whole-time Director	00069360
3 Mr. Anantakrishna Krishna	Independent Director	07003940
4 Mr. Bharatkumar Balvantrai Parekh	Independent Director	01521346
5 Mr. Ramesh Chandra Maheshwari	Independent Director	09343538

During the year under the review, changes in the composition of the Board of director was as under:

1. Mr. Arvind Hari Goel, Non-Executive Independent Director resigned from the Board of the Company at w.e.f. December 09, 2023 citing personal reasons.

2. Ms. Kritika Singh, Whole-time Director resigned from Directorship of the Company w.e.f. September 04, 2023 citing personal reasons.

As per the provisions of the Companies Act 2013, Mrs. Neeta Revankar appointed as additional directors (Non-Executive Independent) by the Board on 06.04.2024 holds office as such upto the date of ensuing AGM and being eligible offer herself or appointment as an Independent Director.

None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

DETAILS OF KEY MANAGERIAL PERSONNEL

As on 31.03.2024. KMP of the Company are as under:

Sr. No Name	Designation
1 Mr. Prakash Hari Khose	Managing Director & CEO
2 Mr. Sanjeeb Kumar Mahapatra	Company Secretary

Mr. Arun Kumar resigned from the position of Chief Financial Officer of the Company w.e.f September 04, 2023 and Mr. Muneesh Chawla, Whole-time Director has been appointed as Chief Financial Officer of the Company w.e.f April 06, 2024.

BOARD MEETINGS:

During the year under the review, four (04) Board Meetings were held on 15,07,2023, 04.09.2023, 09.12.2023, and 26.02.2024 with presence of the Directors as under:

Sr. No Date of Meeting	No. of Directors entitled to attend the meeting	No. of Directors Present
1 15.07.2023	7	7
2 04.09.2023	7	6
3 09.12.2023	6	6
4 26.02.2024	5	5

Attendance of the Directors at the Board Meetings:

Name(s) of the Director(s)	Number of Board meetings entitled to be held during the financial year 2023-24	Number of Meetings attended
Mr. Prakash Hari Khose	4	4
Mr. Muneesh Chawla	4	4
Mr. Bharatkumar Balvantrai Parekh	4	4
Mr. Arvind Hari Goel	3	3
Mr. Ramesh Chandra Maheshwari	4	3
Mr. Anantakrishnan Krishna	4	4
Ms. Kritika Singh	2	2

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received certificate from Independent Directors under section 149 of the Companies Act, 2013 during the period under review.

COMMITTEES Of THE BOARD

1. Audit Committee:

The Audit Committee constituted by the Board on 01,07.2022 as per the provisions of Section 178 of the Companies Act, 2013 presently comprise of the following members:

Composition of Audit Committee:

Name of Committee Members	Category	Date of Appointment
Mr, Anantakrishnan Krishna	Member, Non-Executive Independent Director	01/07/2022
Mr. Bharatkumar Balvantrai Parekh	Member, Non-Executive Independent Director	01/07/2022
Mr. Ramesh Chandra Maheshwari	Member, Non-Executive Independent Director	01/07/2022

m

Meeting and attendance of Audit Committee:

The Audit Committee met on 15.07.2023 & 04.09.2023 with presence of all the Committee members. The attendance of each Committee member is as follows:

5

Name of the Member	Number of meetings during the Financial Year 2023-24
	Held	Attended
Mr, Anantakrishnan Krishna	2	2
Mr. Bharatkumar Balvantrai Parekh	2	2
Mr. Ramesh Chandra Maheshwari	2	1

Brief terms of reference of the Audit Committee:

(i) the recommendation for appointment, key managerial personnel and terms of appointment of auditors of the company;

(ii) review and monitor the, auditors independence and performance, and effectiveness of audit process.

(iii) examination of the financial statement and the auditors report thereon.

(iv) approval or any subsequent modification of transactions of the company with related parties.

(v) scrutiny of inter-corporate Ioa ns and investments.

(vi) evaluation of Internal financial controls and risk management systems.

(vii) monitoring the end use of funds raised through public offers and related matters .

(viii) The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.

{ix> The Audit Committee shall have authority to investigate into any matter in relation its term o reference or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company

The Company Secretary shall act the Secretary of Audit Committee.

2. Nomination & Remuneration Committee

The Nomination & Remuneration Committee constituted by the Board on 01.07.2022 and reconstituted on 18.03.2023

as per the provisions of Section 177 of the Companies Act, 2013 presently comprise of the following members:

Composition of Nomination & Remuneration Committee:

Name of Committee Members	Category	Date of Appointment
Mr. Bharatkumar Balvantrai Parekh	Member, Non-Executive Independent Director	01/07/2022
Mr. Ramesh Chandra Maheshwari	Member, Non-Executive Independent Director	01/07/2022
Mr. Prakash Hari Khose	Member, Managing Director	18/03/2023

Meeting and attendance of Nomination & Remuneration Committee:

The Nomination & Remuneration Committee met on 09.12.2023 with presence of all the members.

Brief description of terms of reference:

1. identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down.

2. recommend to the Board for appointment and removal of Directors, Key Managerial Personnel and the personnel in Senior Management.

3. specify the manner for effective evaluation of performance of Board, its committees, individual Directors and Key Managerial Personnel to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance

4. formulate the criteria for determining qualifications, positive attributes and independence of a director.

5. recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel, Senior Management and other employees.

6. The Nomination and Remuneration Committee shall, while formulating the policy, ensure that—

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully.

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to Directors, Key Managerial personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

GREEN INITIATIVES

To augment the green initiative of the MCA and to reduce carbon foot print, your Company proposes to send various communication including the Annual Reports in electronic form, to the members whose E-mail id is registered with the Depository Participants along with financial statement (including Boards Report, Auditors Report or other documents required to be attached therewith), such statements including the Notice of AGM are being sent oniy by email to those members who have registered their E-mail address with the Company/Registrar and Share Transfer Agent (in respect of shares held in physical form) or with the Depository Participant (in respect of shares held in electronic form) and made available to the Company by the depositories.

The Annual report of the Company for the Financial Year 2023-24 can be accessed from the website of the company and the webiink for the same is https://www.reventenEineerinE.com/.

STATUTORY AUDITOR

The Statutory Auditor, M/s. SCV & Co. LLP, Chartered Accountants, New Delhi (Firm Registration No. 000235N), have been appointed for a period of five years from the conclusion of SS**¹ Annual General Meeting held on 18^th October, 2023 till the conclusion of the 41^st Annual General Meeting to be held in 2027.

STATUTORY AUDITORS REPORT

The Auditors have audited the standalone financial statements of the Company for the financial year ended 31st March 2024 and submitted their report.

The observations of the Statutory Auditors on the Financial Statements of the company, in their Report for the financial year ended 31" March, 2024, read with the explanatory notes therein, are self-explanatory and, therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Act.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the Company maintains the Cost accounts and records of its business and your Company had appointed M/s Dileep Verma & Associates, as Cost Auditor for the Financial Year 2023-24 for the audit of the cost accounts and records maintained by the Company.

The cost audit report for the Financial Year 2023-24 shall be filed within the due date.

The Board at the meeting held on 23.08.2024 approved the appointment of M/s Dileep Verma & Associates, as Cost Auditor for the Financial Year 2024-25 for the audit of the cost accounts and records maintained by the Company and recommend

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, M/s J Nain & Associates (Practicing Company Secretaries) were appointed to conduct the secretarial audit of your Company for Financial Year 2023-24. The Secretarial Audit Report is forming part of this Annual Report as Annexure I.

The observations made by the Secretarial Auditors, in their Report for the financial year 31^st March, 2024, read with the explanatory notes therein, are self-explanatory and, therefore, do not call for any further explanation or comments.

The Board at the meeting held on 23.08.2024 approved the appointment of M/s J Nain & Associates (Practicing Company Secretaries) as the Secretarial Auditor for the Financial Year 2024-25 for the audit of the Secretarial records maintained by the Company.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

Pursuant to Provision of Rules 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014, the purpose of the share capital audit is for limited purpose to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with the respect to admitted, issued and paid-up capital of the Company and filing of Return in PAS-6 with the Registrar of Companies.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS

The Company has deployed proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of Loans, Guarantees or investments as required under Section 186 of the Companies Act, 2013 are provided in the Note no.5, 6,10 and 12 to Standalone Financial Statements for the financial year ended on 31^st March, 2024.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTJES

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the

3

Companies (Accounts) Rules, 2014 are given in Annexure-ll in Form AOC-2 and the same forms part of the financial statement.

PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The information of employees and managerial remuneration, as required under Section 197(2) read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, and other details are annexed herewith and forms part of this report as Annexure-lll.

ANNUAL EVALUATION OF BOARD. ITS COMMITTEES AND INDIVIDUAL DIRECTORS

One of the Key responsibiliti es a nd role endowed on the Boa rd is to mon itor and eva luate the performance of the Board, Committees and Individual Directors.

The reconstituted Board took control over the Management of the Company w.e.f 8^th December, 2021, Therefore, it was not found feasible for reconstituted Board of Directors to carry out the performance evaluation of the Board, its Committees and Individual Directors during the FY 2023-24. The Company has formulated the policy on evaluation of the Board, Committees of the Board and the Directors and the same was approved at the Board meeting on 09.12.2023.

The Company is in process of evaluation of the Board, its committees, and Individual Directors.

A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION Of A RISK MANAGEMENT POIICY FOR THE COMPANY INCLUDING IDENTICATiON THEREIN OF ELEMENTS OF RISK. IF ANY. WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY

The Company has constituted a Risk Management Committee for early identification risks associated with the business of the Company, mitigation of various risks in a time bound manner and to prevent repetition thereof. The Committee shall formulate a Risk Management Policy and seek recommendations from the Audit Committee from time to time.

Further, the Company implemented various policies like Vigil Mechanism and Whistle Blower policy, the ABAC policy to ensure conduct of its business in an honest, transparent and ethical manner within the applicable rules and regulations. The Board has laid down ABC Directives as part of the Companys Code of Business Conduct and Ethics. The company has zero- tolerance to bribery and corruption and is committed to act professionally and fairly in all its business dealings. Your company has also implemented system for monitoring compliance of applicable rules and regulations and ensuring its properties remain safe and secure

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith and forms part of this Report and enclosed as Annexure IV.

DISCLOSURE IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND

REDRESSAU ACT, 2013

Your Company believes in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has a zero tolerance for sexual harassment at workplace and, therefore it is also endeavoring for preparing a policy in this respect. The said policy would be in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace.

During the year under review, no complaints were reported.

DEPOSITORY SYSTEMS

The Company had entered into agreements with both NSDLand CDSL whereby shareholders holding Shares in physical mode are requested to avail of the dematerialization facility with either depository.

All the securities (Equity Shares, Non-Convertible Debentures and Optionally Convertible Debentures issued and allotted by the Company (except 3629 number of OCDs) are held in Depository Mode.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There have been no significant nor material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations.

DIRECTORS RESPONSIBILTY STATEMENT

Accordingly, pursuant to Section 134(5) of the Act, the Board (based on the knowledge /information gained by them about the affairs of the Company in a limited period of time and based on the understanding of the then existing processes of the Company) and to the best of their knowledge state:

i. That in the preparation of annual accounts for the financial y^ear ended 2023-24, the applicable Accounting Standards have been followed along with proper explanation relating to material departure;

ii. That the Board has continued with such accounting policies as were adopted, made judgments and estimates that are reasonable and prudent so as to give a reasonably true and fair view of the state of affairs of the Company at the end of the financial year ended 31^st March, 2024 and of the profit or loss of the Company for that period;

iii. That the annual accounts for the financial year ended 31^st March, 2024 have been prepared on a going concern basis as explained herein above in the preamble;

hr. That proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

v, that Internal financial controls which were laid down and followed by the company on the date of reconstitution of the Board, along with the necessary steps and changes in the Management Structure that have been taken to improve the internal financial controls during CIRP are operating effectively; and

vi. that 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.

ACKNOWLEDGEMENTS

:

We place on record our sincere appreciation of the valuable cooperation and support received at all times by the Company from its bankers, other stakeholders, concerned Government Departments, other authorities, its channel partners, employees and shareholders.

? For and on the behalf of Board of Directors

Re vent Precision Engineering Limited

 

Sd/-	Sd/-
{Prakash Hari Khose)	(Muneesh Chawla)
Managing Director &CEO)	Whole-time Director
DIN: 09202778	DIN:00069360

 

Date: 23.08.2024

Place: Gurgaon