RACL Geartech Ltd Directors Report

Dear Members,

The Board of Directors is pleased to present the Forty Third (43^rd) Boards Report of RACL Geartech Limited ("the Company") along with the Audited Financial Statements for the financial year ended March 31, 2026.

FINANCIAL PERFORMANCE

Key highlights of the standalone and consolidated financial performance for the year ended March 31, 2026 under review along with the numbers of previous financial year are summarized below:

Particulars	Standalone	Consolidated
	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Total Revenue	500.22	427.29	512.42	424.99
Total Expenses	436.86	392.92	446.46	392.19
Add: Exceptional Items (Not Included in above Total Expenses):	(0.22)	-	(0.22)	-
Finance Costs	29.69	31.92	29.91	32.21
Depreciation & Amortisation	33.52	29.93	33.52	29.93
Profit Before Tax	63.14	34.37	65.73	32.8
Tax Expenses:
Current Tax	(14.05)	(5.53)	(14.25)	(5.65)
Deferred Tax	(2.53)	(3.37)	(2.53)	(3.37)
Profit After Tax	46.56	25.47	48.95	23.77
Total Comprehensive Income for the Period	46.63	25.11	49.03	23.4
Earnings Per Share ( Rs.)
1. Basic	39.98	23.63	42.04	22.05
2. Diluted	39.98	23.63	42.04	22.05

STATE OF AFFAIRS AND OPERATIONAL HIGHLIGHTS

On a standalone basis, the Company reported a Total Revenue of 500.22 crores for financial year 2025-26, as against 427.29 crores for the previous financial year, showing an increase of 72.93 crores. After accounting for taxes, the Profit After Tax (PAT) for the financial year stood at 46.56 crores, as against 25.47 crores for the previous financial year.

On a consolidated basis, the Company reported a Total Revenue of 512.42 crores for financial year 2025-26, as against 424.99 crores for the previous financial year, showing an increase of 87.43 crores from the previous years income. The Consolidated Profit After Tax (PAT) for the financial year 2025-26 stood at 48.95 crores, as against 23.77 crores for the previous financial year.

SHARE CAPITAL

During the financial year under review, there was no change in the Authorised Share Capital of the Company, which continued to remain at 20,00,00,000 (Rupees Twenty Crore).

As on March 31, 2026, the Paid-up Equity Share Capital of the Company stood at 11,78,80,800 (Rupees Eleven Crores Seventy Eight Lakhs Eighty Thousand and Eight Hundred only), comprising 1,17,88,080 (One Crore Seventeen Lakhs Eighty Eight thousand and Eighty) equity shares of 10 each.

During the year, the Company raised approximately 80 Crore (79.99 Crore) through a preferential allotment of 10,06,480 equity shares to three Qualified Institutional Buyers ("QIBs") and one non-QIB individual investor, all belonging to the nonpromoter category. The shares were allotted by the Board of Directors at its meeting held on May 23, 2025, pursuant to the approvals granted by the shareholders and the requisite in-principle approvals received from the stock exchanges. Consequent to the said allotment, the paid-up equity share capital of the Company increased to 11,78,80,800.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire profit as retained earnings. Accordingly, the Company has not transferred any amount to the reserves for the year ended March, 31 2026.

DEPOSITS

During the year under review, the Company did not accept any deposits from the public within the ambit of Section 73 of the Act, and the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modifications/ or re-enactments/ thereof) for the time being in force.

DIVIDEND

The Board of Directors of the Company approved the Dividend Distribution Policy on June 28, 2023, in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Policy is available on the Companys website at www.raclgeartech.com.

Pursuant to the said Policy, the Board of Directors, at its meeting held on February 13, 2026, declared an interim dividend of 1.50 per fully paid-up equity share for the financial year 2025-26. The said dividend has been paid to all eligible shareholders in accordance with the provisions of the Companies Act, 2013 and the parameters prescribed under the Dividend Distribution Policy.

In terms of the Income-tax Act, 1961, dividends are paid after deduction of applicable tax at source. Further, dividend remittances to shareholders residing outside India are governed by the applicable provisions of the Foreign Exchange Management Act, 1999 and are subject to withholding tax at the rates prescribed under the Income-tax Act, 1961 and other applicable laws.

BOARD OF DIRECTORS

The Board of Directors of your Company views Corporate Governance not merely as a regulatory obligation but as the cornerstone of sustainable value creation and long-term growth. By adopting governance standards that extend beyond statutory requirements, the Board seeks to ensure that the Companys operational excellence remains aligned with evolving global best practices. The Board bears overall responsibility for providing strategic direction and oversight, including matters relating to business strategy, capital expenditure, capital structure, financing, risk management, policy formulation, internal financial controls, and fostering the highest standards of ethics, integrity, and accountability.

The composition of the Board reflects an optimal blend of knowledge, experience, diversity of thought, professional expertise, and independent judgment. In compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has an optimum mix of Executive and Non-Executive Directors, with Independent Directors as on the date of this Annual Report. The collective experience and varied competencies of the Directors enable the Board to provide effective guidance and exercise objective oversight in the best interests of the Company and all its stakeholders.

Details relating to the composition of the Board, declarations received from the Independent Directors, and the appointment and re-appointment of Directors are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

BOARD DIVERSITY

The Company believes that a balanced and diverse Board is integral to sound corporate governance and sustainable longterm value creation. A diverse Board brings together varied perspectives, professional expertise, industry experience, skills, and independent judgement, thereby enhancing the quality of deliberations and decision-making. Accordingly, the Company endeavours to maintain an appropriate mix of gender, age, educational qualifications, professional background, experience, and other relevant attributes while constituting its Board.

In identifying and recommending individuals for appointment to the Board, due consideration is given to merit, integrity, competence, expertise, experience, and the ability of prospective Directors to contribute diverse perspectives and constructive insights. The Company believes that Board diversity fosters innovation, strengthens strategic oversight, enhances governance practices, and enables the Board to effectively discharge its responsibilities while supporting the achievement of the Companys long-term strategic and business objectives in an evolving business environment.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year under review, Six (6) Board Meetings were held, details of which are given in the Corporate Governance Report. The Board Meetings were convened and held in accordance with the provisions of the Act, SEBI Listing Regulations ("Act"), and Secretarial Standard-1("SS-1") issued by the Institute of Company Secretaries of India (ICSI). The time-gap between any two consecutive meeting was not more than 120 days as prescribed under the Act, SEBI Listing Regulations and SS-1.

KEY MANAGERIAL PERSONNEL

The following have been designated as the Key Managerial Personnel of the Company pursuant to the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

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 KMP of the Company.

BOARD COMMITTEES

In terms of the requirements of the Act and SEBI Listing Regulations and as a part of the best corporate governance practices, the Company has in place the following committees as on March 31, 2026:

Details of each of these committees outlining their composition, terms of reference and number of meetings held during the year along with attendance under review, are outlined in the Corporate Governance Report forming part of this Annual Report.

During the financial year under review, the Board has accepted all the recommendations made by the Committees after due deliberation.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has in place the Nomination and Remuneration Policy ("the Policy"), as recommended by the Nomination and Remuneration Committee ("the Committee") and approved by the Board of Directors. The Policy lays down the criteria for appointment / re-appointment of Directors, determines the qualifications, positive attributes and independence of Directors and provides the framework for performance evaluation. It also outlines the principles governing the remuneration of Directors, Key Managerial Personnel ("KMP") & Senior Management.

The Committee while recommending the appointment of the Directors, KMP or Senior Management to the Board ascertains and considers their integrity, qualification, expertise and experience.

The policy is also available on the Companys website at www.raclgeartech.com.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Directors based on the representations received from the Operating Management, confirms that:

(a) in the preparation of the annual accounts for the Financial Year ended March 31, 2026, the applicable accounting standards have been followed;

(b) they have in consultation with Statutory Auditors, selected 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, 2026 and of the profit of the Company for the year ended on that date;

(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 irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down adequate Internal Financial Controls to be followed by the Company, and such Internal Financial Controls were operating effectively during the Financial Year ended March 31, 2026;

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the Financial Year ended March 31, 2026.

BOARD EVALUATION

Pursuant to the provisions of the Act, and Regulation 17(10) read with Schedule IV of the SEBI Listing Regulations, the Board of Directors carried out the annual performance evaluation of the Board, its Committees, and individual Directors, including the Chairman and Managing Director and the Independent Directors.

Evaluation Process

The annual performance evaluation was conducted through a structured evaluation mechanism designed to assess the effectiveness of the Board and its Committees in discharging their responsibilities. A comprehensive questionnaire was circulated to all the Directors covering various aspects of governance, including the Boards composition and functioning, strategic oversight, quality of deliberations, effectiveness of decision-making, corporate governance practices, risk management, compliance framework, leadership, and the discharge of statutory and fiduciary responsibilities. The evaluation was based on the responses received from the Directors.

Evaluation of the Board and its Committees

The performance of the Board was evaluated with reference to, among other things, its effectiveness in providing strategic direction, monitoring business performance, promoting ethical governance, ensuring robust internal controls and risk management, succession planning, stakeholder engagement, and overall Board dynamics.

The Committees of the Board were evaluated on parameters such as the appropriateness of their composition, attendance and active participation of members, effectiveness in discharging the responsibilities entrusted by the Board and under the applicable regulatory framework, adequacy of the agenda and supporting information, quality of deliberations, timeliness of recommendations, and contribution towards informed decision-making by the Board.

Evaluation of Individual Directors

A separate evaluation of the performance of each Director was undertaken. The Independent Directors evaluated the performance of the Non-Independent Directors, the Chairman and Managing Director, and the Board as a whole, taking into account the views of the Non-Executive Directors as required under the provisions of Act, and SEBI Listing Regulations.

The performance of each Director was assessed based on criteria including attendance and participation at Board and Committee meetings, professional expertise, knowledge of the Companys business and industry, strategic guidance, contribution to Board discussions, independent judgement, preparedness, leadership qualities, and adherence to the highest standards of integrity and ethical conduct.

The performance evaluation of the Independent Directors was carried out considering, inter-alia, their independence, objectivity, professional competence, governance oversight, contribution towards Board deliberations, ability to constructively challenge management, understanding of regulatory developments and industry trends, and their role in strengthening the Companys governance framework and long-term strategic direction.

The evaluation of the Chairman and the Managing Director included parameters such as leadership effectiveness, strategic vision, execution of business objectives, engagement with the Board and stakeholders, communication, succession planning, organisational culture, resource management, transparency, integrity, and commitment to the Companys vision, values, and long-term growth.

Outcome of the Evaluation

The outcome of the annual performance evaluation was discussed by the Board, the respective Committee Chairpersons, and the individual Directors. The evaluation reaffirmed the Boards strong commitment to effective corporate governance, strategic oversight, transparency, and sustainable value creation.

The Directors acknowledged the effectiveness of the Boards composition, the quality of deliberations, and the constructive contribution made by each Committee in discharging its responsibilities. It was observed that the Board Meetings were well planned, adequately supported with relevant information, and effectively conducted by the Chairman, enabling meaningful discussions and informed decision-making.

The evaluation also highlighted the significant role played by the Committees in strengthening governance practices, enhancing the internal control framework, monitoring risk management, and supporting the Board in fulfilling its oversight responsibilities. As part of the Companys annual strategic planning process, the Board continued to deliberate on long-term business strategy, emerging opportunities, execution of strategic initiatives, key business risks, and organisational priorities.

The Directors expressed their satisfaction with the evaluation process, and the Board concluded that it continues to function effectively, with a high degree of independence, professionalism, and commitment to the long-term interests of the Company and all its stakeholders.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31,2026, the Company had only one Wholly Owned Subsidiary, RACL Geartech GmbH, incorporated in Austria. The Company did not have any associate company or joint venture during the year under review. There was no material change in the nature of the business of the subsidiary, and no subsidiary, associate company, or joint venture was incorporated or ceased to exist during the financial year.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Companys subsidiary in Form AOC-1 forms part of this Annual Report.

The Consolidated Financial Statements of the Company have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015.

In accordance with the provisions of Section 136 of the Act and Regulation 46 of the SEBI Listing Regulations, the Standalone and Consolidated Financial Statements of the Company, together with the audited financial statements of its Wholly Owned after Subsidiary i.e. RACL Geartech GmbH, are available on the Companys website at www.raclgeartech.com.

The Policy for determining Material Subsidiaries, as approved by the Board of Directors and formulated in accordance with the SEBI Listing Regulations, is also available on the Companys website at www.raclgeartech.com.

AUDITORS & AUDITORS REPORT

A. STATUTORY AUDITORS

At the 42^nd Annual General Meeting ("AGM") of the Company, M/s. Gupta Nayar & Co., Chartered Accountants (Firm Registration No. 008376N), were appointed as the Statutory Auditors of the Company for a term of three consecutive years, commencing from the conclusion of the 42^nd AGM and continuing until the conclusion of the 45^th AGM, in accordance with the provisions of Section 139 and other applicable provisions of the Act. The remuneration is determined by the Audit Committee and/or the Board of Directors in consultation with the Statutory Auditors.

The Statutory Auditors have issued an unmodified audit opinion on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026. The Audit Report do not contain any qualifications, reservation, adverse remarks, or disclaimers. Further, during the year under review, the Statutory Auditors have not reported any instance of fraud under Section 143(12) of the Act.

B. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, M/s. Rosy Jaiswal & Associates, Company Secretaries (Peer Review Number: 2298/2022) were appointed as the Secretarial Auditors of the Company to hold office for a period of five (5) consecutive years from financial year 2025-26 to financial year 2029-30 with the approval of the Members at the 42^nd AGM.

The Secretarial Audit Report in Form MR-3, issued by M/s. Rosy Jaiswal & Associates, Company Secretaries, pursuant to Section 204 of the Act, forms part of the Report and is enclosed as Annexure-1. The said Report does not contain any qualifications, reservation, adverse remarks or disclaimers.

Further, pursuant to Regulation 24A of the SEBI Listing Regulations, the Company has obtained the Annual Secretarial Compliance Report dated May 28, 2026, issued by M/s. Rosy Jaiswal & Associates, Company Secretaries. The said Report is also free from any qualifications, reservation, adverse remarks or disclaimer and is available on the website of the Company at www.raclgeartech.com.

C. INTERNAL AUDITOR

Protiviti India Member Private Limited, were appointed as the Internal Auditor of the Company for the financial year 2025-26, by the Board of Directors in its Meeting held on May 7, 2025, based on the recommendations of the Audit Committee, in accordance with Section 138 of the Act and rules framed thereunder at such terms & conditions as approved by Board in consultation with Auditor.

COST AUDIT AND MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company was not required to conduct the cost audit for the financial year 2025-26. However, the Company is required to maintain cost records as prescribed by the Central Government under the said provisions.

Accordingly, the Company has maintained the requisite cost records for the financial year under review and is in compliance with the applicable provisions of the Act, and the rules made thereunder.

OTHER DISCLOSURES

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;

- no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016;

- there is no instance of one-time settlement with any Bank or Financial Institution;

- the requirement to disclose the details of the difference between the amount of the valuation done at the time of one- time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable;

- the Company has been compliant with the provisions relating to the Maternity Benefits Act, 1961;

- no shares with differential voting rights and sweat equity shares have been issued;

- there has been no change in the nature of business of the Company;

- there have been no material change or commitment affecting the financial position of the Company that have occurred between the end of the financial year on March 31, 2026, and the date of signing of this Report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place adequate and robust internal financial controls and framework commensurate with the size and operations of the Company to ensure the orderly and efficient conduct of its business operations. These controls, systems, policies and procedures have been 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 Committee & Risk Management Committee and the Board periodically reviews the internal control systems to ensure their continued effectiveness and relevance and where any improvements are identified, prompt and corrective actions are taken . All audit observations and follow-up actions are tracked and reported to the Audit Committee for review and necessary action.

The Companys Code of Conduct emphasizes transparency in financial reporting, ethical behaviour, regulatory compliance, conflict of interest management, and structured reporting mechanisms.

The Companys 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 effectively identify, monitor and mitigate risks.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) and 177(10) of the Act, and Regulation 22 of the SEBI Listing Regulations, the Company has established a Vigil Mechanism through a Whistle Blower Policy to promote ethical conduct, transparency and accountability in its business operations.

The Policy provides a secure and confidential mechanism for directors, employees and other stakeholders to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct or any other improper practices. It also incorporates adequate safeguards against victimisation of whistle-blowers, ensures confidentiality of disclosures and provides for a fair and impartial investigation of all reported concerns.

The Policy provides direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. During the year under review, no person was denied access to the Chairperson of the Audit Committee.

The Whistle Blower Policy is available on the Companys website at www.raclgeartech.com.

RISK MANAGEMENT

The Company has constituted a Risk Management Committee to oversee the risk management framework and assist the Board in ensuring that key business risks are identified, assessed, monitored, and effectively mitigated. The Committee is, inter-alia, responsible for reviewing the Companys risk profile, monitoring the effectiveness of the risk management framework, and recommending changes to the Risk Management Policy, whenever considered necessary.

The Company has adopted a comprehensive Risk Management Policy, approved by the Board, which provides a structured framework for identifying, evaluating, mitigating, and monitoring risks across the organisation. The framework covers strategic, operational, financial, regulatory, environmental, cyber security, and other emerging risks, including those which, in the opinion of the Board could threaten the Companys business or its continued operations.

Risk management is embedded across all major functions of the Company and forms an integral part of its decision-making and governance processes. Through a systematic and continuous approach, the Company assesses potential risks, implements appropriate mitigation measures, and periodically reviews the effectiveness of its risk management framework to ensure resilience against both internal and external risk factors.

The composition of the Risk Management Committee, its terms of reference, and other relevant details are provided in the Corporate Governance Report forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of SEBI Listing Regulations, as amended from time to time, the Management Discussion and Analysis Report forms part of this Annual Report.

CORPORATE GOVERNANCE

Driven by the values of Integrity, Respect, Responsibility, and Pioneering, the Companys Corporate Governance framework continues to evolve in line with global best practices. Integrity remains central to our operations, with transparency embedded as a core principle rather than a compliance requirement. A separate Report on Corporate Governance, together with a Certificate from the Secretarial Auditors confirming compliance with the Corporate Governance requirements under the Listing Regulations, forms part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Sustainability is not a parallel initiative but a foundational element of our operating model. Environmental, Social and Governance (ESG) considerations are embedded across strategy, risk management and execution to ensure long-term value creation for stakeholders and communities.

Sustainability risks and performance are overseen through strong governance mechanisms, with regular review by the senior leadership and the Risk Management Committee.

Under Regulation 34(2)(f) of SEBI Listing Regulations, the Business Responsibility & Sustainability Report (BRSR) for the FY 2025-26 forms part of this Annual Report and is given solely under the discretion of the Company.

ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company (MGT-7) is available on the website of the Company at www.raclgeartech.com.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standards on Meetings of Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2), 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

All related party transactions entered into during the financial year 2025-26 were in the ordinary course of business and on an arms length basis. During the year, no materially significant related party transaction was entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other related parties that could have had a potential conflict with the interests of the Company at large.

The Audit Committee reviews and approves all related party transactions in accordance with the provisions of the Act and SEBI Listing Regulations applicable SEBI Circulars and the Industry Standards framed by the Industry Standards Forum. For repetitive or foreseeable transactions, the Audit Committee grants omnibus approval, which is reviewed on a quarterly basis. Although transactions between the Company and its wholly-owned subsidiary, are exempt from the requirement of Audit Committee approval under Regulation 23(5) of the SEBI Listing Regulations, the Company, as a matter of good governance, places such transactions before the Audit Committee for its approval.

The particulars of contracts or arrangements with related parties as prescribed under Section 134(3)(h) read with Section 188 of the Act, and Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Form AOC-2 and is enclosed as Annexure-2. The transactions reported therein relate to the Companys wholly-owned subsidiary and were entered into in the ordinary course of business and on an arms length basis.

Accordingly, such transactions are exempt from shareholders approval under the fifth proviso to Section 188(1) of the Companies Act, 2013 and Regulation 23(5) of the SEBI Listing Regulations.

The disclosures on related party transactions as required under the applicable accounting standards form part of the notes to the financial statements.

The Policy on Related Party Transactions is available on the Companys website at www.raclgeartech.com.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility ("CSR") is an integral part of the Companys business philosophy and reflects its commitment to sustainable and inclusive growth. The Company strives to create a positive and lasting impact on the communities and environment in which it operates through initiatives focused on education, healthcare, women empowerment, skill development, livelihood generation, community infrastructure and other activities specified under Schedule VII of the Companies Act, 2013.

The Companys CSR activities are governed by a Board-approved Corporate Social Responsibility Policy framed in accordance with the provisions of Section 135 of the Act, and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy provides the framework for identifying, implementing, monitoring and evaluating CSR projects and programmes, including budgeting, treatment of unspent CSR amounts and selection of implementing agencies. The CSR Policy is available on the Companys website at www.raclgeartech.com.

A Corporate Social Responsibility Committee of the Board oversees the implementation of the CSR Policy, recommends the annual action plan and periodically reviews the progress and effectiveness of the CSR initiatives undertaken by the Company.

During the financial year 2025-26, the Company continued to undertake CSR programmes aligned with its core values and aimed at improving the well-being of the communities in which it operates. The amount spent by the Company towards CSR activities for the financial year 2025-26 was 86.99 Lakhs.

The Report on Corporate Social Responsibility (CSR) activities, containing the particulars prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is enclosed to this Report as Annexure - 3.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information under clause (m) of sub-section (3) of Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed as Annexure-4.

HUMAN RESOURCE AND INDUSTRIAL RELATIONS

The Company firmly believes that its employees are its most valuable asset and the driving force behind its sustained growth and success. During FY 2025-26, the Company remained committed to fostering a positive, inclusive, and performance- driven work environment founded on its core values of integrity, collaboration, mutual respect, and continuous improvement.

The Company promotes a culture of open and transparent communication that encourages employees at all levels to share ideas, provide feedback, and raise concerns without hesitation. This collaborative approach supports informed decisionmaking, strengthens employee engagement, and contributes to operational excellence.

Recognising that people development is integral to long-term success, the Company continued to invest in capability building through a range of behavioural, functional, and technical training programmes. During the year, focused learning initiatives were conducted on critical areas such as anti-bribery and anti-corruption, human rights, prevention of sexual harassment (POSH), workplace safety, and other statutory and business-related topics, reinforcing ethical conduct and regulatory compliance across the organisation.

The Company also maintained a strong focus on employee health, safety, and well-being through regular annual medical check-ups, health awareness programmes, and initiatives aimed at promoting a safe and healthy workplace. In line with its commitment to employee welfare and organisational uniformity, uniforms were provided to employees across all locations.

To strengthen a high-performance culture, the Company implemented a structured performance management framework with clearly defined goals and measurable performance parameters across all employee levels. This framework enhances accountability, encourages merit-based performance, and aligns individual objectives with the Companys strategic priorities.

The Company continues to invest in human resource development by strengthening workplace infrastructure, enhancing employee engagement, and progressively digitising HR processes to improve efficiency and the overall employee experience.

Industrial relations remained cordial and harmonious throughout the year across all manufacturing facilities and offices. The Companys proactive employee-centric practices, effective grievance redressal mechanisms, transparent communication, and unwavering focus on employee development have contributed to maintaining a motivated, engaged, and future-ready workforce.

DISCLOSURE UNDER SECTION 197 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been enclosed as Annexure-5 to this Report.

REMUNERATION POLICY

The Company has in place a Nomination & Remuneration Policy adopted by the Board on the recommendation of Nomination and Remuneration Committee which enumerates the criteria for assessment and appointment/re-appointment of Directors, Key Managerial Personnel and Senior Management 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. The 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 also available on Companys website at www.raclgeartech.com.

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

The Company is committed to fostering a safe, respectful, inclusive and equitable workplace where every individual is treated with dignity and fairness. In furtherance of this commitment, the Company has adopted a comprehensive, gender- neutral Policy on Prevention of Sexual Harassment ("POSH Policy") in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules made thereunder. The Policy is applicable to all employees, including permanent, temporary and contractual employees, trainees and other individuals associated with the Company.

The POSH Policy provides a robust framework for the prevention, prohibition and redressal of complaints relating to sexual harassment and reinforces the Companys zero-tolerance approach towards any form of harassment, discrimination or intimidation. It promotes a culture of mutual respect, equality, diversity and equal opportunity while ensuring that all concerns are addressed in a fair, impartial, confidential and time-bound manner.

In compliance with the provisions of the POSH Act, the Company has constituted Internal Complaint Committee (ICC) to receive, investigate and redress complaints of sexual harassment. The Company also conducts regular awareness, sensitisation and training programmes, including induction and refresher sessions, to educate employees on workplace conduct, gender sensitisation, the Code of Conduct and the provisions of the POSH Act.

During the financial year under review, no complaint of sexual harassment was received by the ICC. Consequently, there were no cases required to be reported under Section 22 of the POSH Act.

The details of complaints received and disposed of during the financial year are as under:

Particulars	Status of the No. of complaints received and disposed off
1 Number of complaints on Sexual harassment received	NIL
2 Number of Complaints disposed off during the year	NA
3 Number of cases pending for more than ninety days	NA
4 Nature of action taken by the employer or district officer	NA
5 Number of workshops or awareness programme against sexual harassment carried out	1

To promote awareness and reinforce a respectful workplace culture, the Company regularly conducts training and sensitisation programmes, including induction and refresher sessions, across its offices and manufacturing locations. These programmes cover key topics such as gender sensitisation, the Companys Code of Conduct, the provisions of the POSH Act, and the prevention of sexual harassment at the workplace.

ENVIRONMENT, HEALTH AND SAFETY

The Company remains steadfast in its commitment to ensuring a safe, healthy, and sustainable work environment for all stakeholders and maintaining absolute respect of Environment, Health and Safety (EHS) as the Companys top priority. In 2025-26, the Companys Environment, Health, and Safety (EHS) initiatives have expanded both in scope and impact, reinforcing culture of safety, responsibility, and environmental stewardship. The Company is working hard to reduce the number of accidents to Zero and for this the Company encourages and ensures that not only its employees but also its subcontractors working on Companys plants as well as its suppliers comply with the occupational, health and safety measures. In line with this, the Company conducts annual medical camps across all sites and provide accident insurance to all employees across all locations.

The collective actions reflect our integrated approach toward risk reduction, operational efficiency, and environmental sustainability. Looking ahead, we aim to digitise EHS tracking through centralised dashboards, expand safety training coverage, and continuously adopt green practices for a safer and more responsible future.

ENVIRONMENT, SOCIAL & GOVERNANCE INITIATIVES (ESG)

At RACL Geartech Limited, sustainability is embedded within the Companys business strategy and operational framework. The Company continues to strengthen its commitments in integrating Environmental, Social and Governance (ESG) principles into its business practices, operations and decision-making processes. The Company continued its focus on generating renewable energy in order to promote a gradual transition towards the use of clean energy sources, reducing CHG emissions and continuous improvement towards water management, reduction of paper consumption, awareness campaigns to foster environmentally responsible behaviour among all employees, regulatory compliance, employee well-being and stakeholder value creation. The Company remains committed to enhancing its sustainability performance and creating long-term value for stakeholders through responsible growth.

Recognizing the evolving challenges arising from climate change and increasing stakeholder expectations, the Company continuously identifies, assesses, and manages ESG-related risks and opportunities across its operations and value chain.

LARGE COPRORATES

As on March 31, 2026, the Company does not fall in the category of Large Corporates for FY 2025-26, as it does not exceed the thresholds given in the SEBI circular SEBI/HO/DDHS/DDHS-RACPOD1/P/ CIR/2023/172 dated October 19, 2023.

CYBERSECURITY

In an increasingly digital business environment, the Company remains committed to safeguard its information & data assets and ensuring the security, reliability, and resilience of its systems, policies and controls. Cybersecurity risks are regularly evaluated as part of the Companys overall risk management approach, enabling the Company to respond effectively to the evolving threat landscape and maintain business continuity. Periodic IT audits are conducted to assess effectiveness of existing controls and identifies areas where improvements might be needed.

AWARDS AND RECOGNITIONS

During the FY 2025-26 the Company has received the following awards and recognitions:

- The Company has been recognized as the Star Performer in the Automobile Component Product Group under the Northern Region Export Excellence category and honoured with an award by EEPC India during the Northern Regions 52nd and 53rd Export Excellence Awards. The award was presented by the Honble Chief Minister of Delhi, Smt. Rekha Gupta. The ceremony was further graced by Dr. Phillip Ackerman, German Ambassador to India and Bhutan, and Shri Vimal Anand, Joint Secretary, Department of Commerce, Ministry of Commerce & Industry, Government of India.

- The Company has been recognized as a Star Performer in the Automobile Component Product Group under the Northern Region Export Excellence category and was conferred with an award by EEPC India at the Northern Regions 54th and 55th Export Excellence Awards. The award was presented by the Honble Chief Minister of Rajasthan, Shri Bhajan Lal Sharma.

- The Company has been selected as the Winner in the "Outstanding Social Responsibility" category at the Gear Technology India Awards 2026. The Gear Technology India Awards are an initiative of Gear Technology India and are held alongside the IPTEX 2026 and GRINDEX 2026, recognizing organizations demonstrating excellence in technology, manufacturing, and responsible business practices.

- The Company was honoured with a "Silver" Rating and a Certificate of Appreciation by TVS Motor Company in recognition of its initiatives and performance in the area of Environmental, Social and Governance (ESG) practices. The recognition was conferred at the TVS Supplier Sustainability Summit 2025, held in Bengaluru, Karnataka, on December 15, 2025, based on the outcome of the TVS Manufacturing Performance Index Assessment.

APPRECIATIONS AND ACKNOWLEDGEMENTS

The Board of Directors expresses its sincere appreciation to all employees of RACL Geartech Limited for their hard work, dedication, and commitment. It is through their enthusiasm, perseverance, and unwavering efforts that the Company has been able to maintain its position as a leader in the industry. The Board also extends its gratitude to the Companys investors, suppliers, distributors, retailers, business partners, and all stakeholders whose support and cooperation have been invaluable. We consider them true partners in our journey of growth and are committed to nurturing strong, longterm relationships built on mutual respect, trust, and shared success, in alignment with the interests of our consumers and the broader community.

The Directors would also like to place on record their appreciation for the continued support received from shareholders, government and regulatory authorities, stock exchanges, and financial institutions.

Lastly, the Board acknowledges and values the contributions made by the families of our employees and the enduring commitment of every member of the RACL family, whose collective efforts have been instrumental in driving the Company forward.