Precision Camshafts Ltd Directors Report

To,

The Members,

Precision Camshafts Limited (Company)

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

1. FINANCIAL RESULTS

The Companys financial performance for the Financial Year under review along with previous years figures is summarised below:

(Rs. in Lakhs)

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

2. COMPANYS FINANCIAL PERFORMANCE AND OUTLOOK

During the Financial Year under review, on a standalone basis, the total revenue for FY 2024-25 stood at Rs. 61,200.09 Lakhs, lower than 12.60 % over the previous years revenue of Rs. 70,026.71 Lakhs in FY 2023-24. The profit after tax ("PAT") attributable to the shareholders for FY 2024-25 was Rs. 735.75 lakhs, registering a decline of 90.61% over the previous years PAT of Rs. 7,840.99 lakhs in FY 2023-24. The reason for the decline in profitability is mainly attributable to the exceptional items reflecting in the profit and loss statement. This exceptional item includes compensation recovery from the customer of Rs. 35.68 Crores and impairment of investment in subsidiary amounting to 73 Crores. The net effect of these events has resulted in deficit of 34.36 Crores. Despite the exceptional items, PCL continues to be profitable at a standalone level and has new orders for camshafts up to 2030 and beyond.

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

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

3. CHANGE IN NATURE OF BUSINESS, IF ANY

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

4. TRANSFER TO RESERVES

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

Annual report.

5. DIVIDEND

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

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

6. SHARE CAPITAL

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

7. UTILISATION OF IPO PROCEEDS

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

8. CREDIT RATING

The recent Credit rating on standalone basis is: -

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

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

Pursuant to the provisions of Section 203 of the

Companies Act, 2013 ("the Act"), the Key Managerial

Personnel ("KMP") of the Company as on March 31, 2025 are as mentioned below:-

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

Changes in the composition of the Board of Directors of the Company during the Financial Year under review: In the 32nd Annual General Meeting of the Company for the Financial Year 2023-24 held on July 26, 2024, the members of the Company have: 1. Re-appointed Mr. Ameet N. Dravid (DIN: 06806783) as an Independent Director w.e.f. August 10, 2024, for a second term of three consecutive years. 2. Re-appointed Ms. Apurva P. Joshi (DIN: 06608172) as an Independent Director w.e.f. October 01, 2024, for a second term of three consecutive years. 3. Re-appointed Mr. Suhas J. Ahirrao (DIN: 10090429) as an Independent Director w.e.f. October 01, 2024, for a second term of three consecutive years. 4. Re-appointed Mrs. Anagha S. Anasingaraju (DIN: 02513563) as an Independent Director w.e.f.

October 01, 2024, for a second term of three consecutive years.

during the Financial year under review:

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

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

10. DECLARATION FROM INDEPENDENT DIRECTORS

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

(b) of SEBI Listing Regulations.

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

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Function as well as the Code of Conduct for Directors and Senior Management Personnel. During the year under review, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Director and its Committee. The details of remunerations and/ or other benefits of the Independent Directors are mentioned in the Corporate Governance Report.

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

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

Director(s) for the second term to the Members.

Members subsequently approved their appointment in the 32nd Annual General Meeting. Other than the above, there are no other appointments / re-appointments for Independent Directors of the Company in Financial Year 2024-25.

12. BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. Notice of the Board meeting is given well in advance to all the Directors. The

Agenda of the Board / Committee meetings is set by the Company Secretary in consultation with the Chairperson and Managing Director and Chief Financial Officer of the

Company. The Agenda for the Board and Committee meetings covers items set out as per regulations in SEBI LODR and Act to the extent it is relevant and applicable.

The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

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

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

13. MEETING OF INDEPENDENT DIRECTORS

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

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

14. COMMITTEES OF BOARD

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

15. COMPANYS POLICY ON DIRECTORS, KMPS AND EMPLOYEES APPOINTMENT AND REMUNERATION

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

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

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

1. Complexities and criticality of the jobs 2. Profile of the employee in terms of his / her qualification and experience 3. General trends in the industry and market for a similar talent

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

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

16. STATEMENT CONTAINING THE SALIENT FEATURES

OF THE FINANCIAL STATEMENTS OF SUBSIDARIES / ASSOCIATE COMPANIES / JOINT VENTURES

A statement containing salient features of the financial statements of subsidiaries in the prescribed format

AOC-1 is appended as Annexure-A to this Report. The statement also provides details of performance and financial position.

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

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

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

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

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

19. PARTICULARS OF EMPLOYEE REMUNERATION

Disclosures with respect to the remuneration of

Directors, KMPs and employees as required under

Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in

Annexure D to this Report.

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

20. COMMISSION OR REMUNERATION FROM SUBSIDIARY

During the Financial Year under review, Mr. Karan Y. Shah, Whole time Director of the Company has received remuneration of Rs. 30.00 Lakhs from MEMCO Engineering Private Limited Wholly Owned Subsidiary

(WOS) of the Company.

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

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

The performance of the Board was evaluated by the

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

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

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

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

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

22. ANNUAL RETURN

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

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

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

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

Act.

All RPTs were placed before the Audit Committee for prior approval and the approval of the Audit Committee was sought for all RPTs. Certain transactions which were repetitive in nature were approved through omnibus route. All the Related Party Transactions were compliant with the applicable provisions of the Act and SEBI Listing

Regulations. Therefore, the disclosure of related party transactions as required under Section 134 (3)(h) of the Act in Form AOC-2 is not applicable to the Company and hence the same is not provided. (Please refer Note No. 33 to the Standalone Financial Statements).

The company has adopted a Related Party Transaction Policy in line with the requirements of the Act and the

Listing Regulations, as amended from time to time, which is available on the website of the Company PCL Policy on Related Party Transactions.

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

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

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

26. MATERIAL CHANGES AFTER THE CLOSURE OF FINANCIAL YEAR

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

27. SUBSIDIARIES AND ACQUISITIONS

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

A) PCL (International) Holding B.V. ("PCL NL") –

Wholly Owned Subsidiary ("WOS")

PCL NL is a WOS of the Company based in Netherlands. The existing customer base of the

Company is predominantly located in Europe and hence to facilitate coordination between the Company and the customers, the Management decided to incorporate a WOS in Netherlands. The

Company, through this WOS, holds 100% stake in

EMOSS Mobile Systems B.V. (Netherlands) and MFT Motoren und Fahrzeugtechnik GmbH (Germany). Other objective of having PCL (International) Holding B.V. is to monitor the performance and reporting of subsidiaries centrally.

During the Financial Year under review, on Consolidated basis PCL NL registered a total revenue of Rs. 20,629.73 Lakhs as against Rs.

30,719.92 Lakhs in the previous year. The net loss for the year stood at Rs. 2,736.32 Lakhs as against net loss of Rs. 3,756.35 Lakhs in the previous year.

B) Memco Engineering Private Limited ("MEMCO") – WOS

MEMCO is a WOS of the Company based in

Nashik, Maharashtra, India. It is engaged in the business of manufacturing fuel injection components for conventional CRDi diesel engines, brake components, high pressure diesel injector connectors for naval ships and high precision instrumentation components. MEMCO enjoys long term relationships with marquee global customers like Bosch, Delphi, Endress Hauser and Giro. During the Financial Year under review, MEMCO registered a total revenue of Rs. 4,711.07 Lakhs as against Rs. 4,931.97 Lakhs in the previous year. The net profit for the year stood at Rs. 137.39 Lakhs as against net loss of Rs. 22.98 Lakhs in the previous year.

C) MFT Motoren und Fahrzeugtechnik Gmbh

("MFT") Step Down Subsidiary

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

Hatz, Suzuki, and others.

D) Emoss Mobile Systems B.V. ("EMOSS") Step Down Subsidiary

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

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

28. STATEMENT ON RISK MANAGEMENT POLICY

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

Company has also formulated Risk Management Policy and Risk Management Systems are evaluated by the

Audit Committee.

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

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

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

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

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

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

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

31. DEPOSITS

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

32. CORPORATE GOVERNANCE REPORT

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

Report as Annexure E.

A certificate from M/s J. B. Bhave & Co., Practising

Company Secretaries regarding compliance with conditions of corporate governance as required under SEBI Listing Regulations also forms part of this Annual

Report as Annexure F.

A certificate from M/s J. B. Bhave & Co., Practising

Company Secretaries regarding compliance with

Schedule V of SEBI LODR also forms part of this Annual

Report as Annexure G.

33. SECRETARIAL AUDIT REPORT AND ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, the Board appointed M/s. J. B. Bhave & Co., Practising Company Secretaries, Pune as the Secretarial Auditors of the Company for the Financial Year 2024-2025. There are no qualifications/ observations/ remarks in the Secretarial Audit Report for the Financial Year ended March 31, 2025, which is annexed herewith as Annexure H to the Annual Report.

Pursuant to SEBI Circular CIR/CFD1/27/2019 dated

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

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

As on March 31, 2025, in terms of PCL ESOS 2015, the Company has not allotted any Equity Shares on exercise of vested options and no fresh grant was made by the Company. The disclosures in compliance with Section 62 of the Act read with Rule 12 of Companies (Share Capital and Debentures)

Rules, 2014, SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are as follows:

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

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

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

35. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

Audit Committee.

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

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

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

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

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

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

No complaints were reported to the Committee during the year ended March 31, 2025, in connection with the

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ICC Committee details are provided in Posh Policy which is available on website of the Company at PCL - Policy on Prevention of Sexual Harassment of Women at Workplace.

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

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

38. AUDITORS

(a) STATUTORY AUDITOR

The members at the 32nd AGM of the Company reappointed M/s MSKA & Associates, Chartered

Accountants (Firm Reg. No. 105047W) as the Statutory Auditors of the Company for a consecutive term of 5 (Five) years to conduct the Statutory Audit from the Financial Year 2023- 24 to Financial Year 2027-28 and to hold office from the conclusion of 32nd AGM till the conclusion of AGM to be held for Financial Year 2027-28.

(b) COST AUDITORS

The Board of Directors, on the recommendation of Audit Committee, had appointed M/s. S. V. Vhatte and Associates, Cost Accountants [Firm Registration No.: 100280] as Cost Auditors to audit the cost accounts of the Company for the Financial

Year ended March 31, 2024. The Cost Audit report for the Financial Year 2024-25 will be filed with the Ministry of Corporate Affairs on or before the due date. The Board on recommendations of the Audit

Committee have appointed M/s. S. V. Vhatte and Associates, Cost Accountants [Firm Registration No.: 100280] as Cost Auditors to audit the cost accounts of the Company for the Financial Year ended March 31, 2025, subject to ratification of remuneration by the members at the ensuing AGM.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

(c) INTERNAL AUDITORS

The Company had appointed M/s Unicus Risk

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

LLP., Chartered Accountants, Pune as Internal

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

39. REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

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

40. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of

Directors of your Company to the best of their knowledge and ability hereby state and confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; 2. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the

Financial Year and of the profit of the Company for that period;

3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this

Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. the Directors had prepared the annual accounts on a going concern basis;

5. the Directors had laid down internal financial controls to be followed by the Company and such internal controls are adequate and were operating effectively; and 6. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

41. CODE OF CONDUCT FOR BOARD AND SENIOR MANAGEMENT

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

All Directors and Senior Management members have affirmed their compliance with the said Code. A declaration pursuant to the Regulation 26 (3) read with

Part D of the Schedule V of the SEBI Listing Regulations signed by Managing Director to this effect forms part of

Corporate Governance Report of this Annual Report.

42. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A detailed Business Responsibility and Sustainability

Report in terms of the provisions of Regulation 34 of the SEBI Listing Regulations is available as a separate section in the Annual Report.

43. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

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

44. INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection

Fund (Accounting, Audit, Transfer and Refund) Rules,

2016 ("IEPF Rules") dividends which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account are required to be transferred by the Company to the

Investor Education and Protection Fund ("IEPF"). The Members whose shares are transferred to the IEPF Authority can claim their shares/dividend from the IEPF Authority by following the procedure prescribed in the Rules. In accordance with the said IEPF Rules and its amendments, the Company had sent notices to all the Shareholders whose shares were due for transfer to the IEPF Authority and simultaneously published newspaper advertisements. The Company had frequently sent communication to these shareholders by email whose email address are available with R&T / DP and also through various other modes viz. notice of general meeting or notice regarding deduction of tax at source (TDS) for dividend payment etc.

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

The Companys Board of Directors is strategically composed of Independent Directors with diverse professional backgrounds, bringing significant value to the organisation. Each Independent Director contributes deep expertise, integrity, and a strong industry reputation built over years of experience. Their proficiency spans across key areas such as Finance,

Company Law, Forensic Audit, Corporate Restructuring, Commercial Law, and Audit—core functions essential to any business. This collective knowledge ensures that the Company adheres to the highest standards of ethics, corporate governance, transparency, industry best practices, and remains aligned with global advancements in technology.

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

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

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

During the Financial year, the Company has not initiated One Time Settlement with the Banks or Financial

Institutions and therefore no details are required to be furnished.

48. CAUTIONARY STATEMENTS

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

49. ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors of
Precision Camshafts Limited
Yatin S. Shah	Ravindra R. Joshi
DIN: 00318140	DIN: 03338134
Chairman and Managing Director	Whole-time Director and CFO
Registered Address: D5 M.I.D.C. Chincholi, Solapur, Maharashtra, India, 413255
Date: May 27, 2025	Date: May 27, 2025
Place: Solapur	Place: Solapur