RACL Geartech Ltd Directors Report

To The Members,

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

FINANCIAL PERFORMANCE

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

(Rs. in Lakh)

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

Key financial Ratios

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

Explanation to key financial ratios

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

- Debt Equity Ratio is used to evaluate a Companys financial leverage. It is a measure of the degree to which a Company is financing its operations through debt versus wholly owned funds. It is calculated by dividing total debt by shareholders equity.

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

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

- Total Assets to Debt is a solvency ratio that measures the proportion of a companys total assets compared to its total debt. It indicates how much of the companys assets are financed by debt and reflects the firms ability to cover its obligations using its total resources. It is calculated by dividing Total Assets by Total Debt.

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

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

STATE OF AFFAIRS AND OPERATIONAL HIGHLIGHTS

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

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

SHARE CAPITAL

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

As on March 31, 2025, the Paid-up Equity Share Capital of the Company stood at 10,78,16,000, comprising 1,07,81,600 equity shares of face value 10 each. However, the Company has raised 79.99 Crores by allotment of 10,06,480 equity shares to three Qualified Institutional Buyers (QIBs) and one non-QIB investor, all belonging to the non-promoter category, aggregating to 80 Crore (approx.), on preferential basis, in the Board Meeting held on May 23, 2025. The Company has received all the requisite approvals from the respective stock exchanges. Thus, the paid up capital of the Company after the said allotment stands at 11,78,80,800.

TRANSFER TO RESERVES

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

DEPOSITS

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

CHANGE IN NATURE OF BUSINESS

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

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

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

DIVIDEND

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

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

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

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

The Companys Board comprises of the following Directors:

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

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

Appointment/ Re-appointment of Directors

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

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Pravir Kumar (DIN: 00671671) as an Additional Director in the category of Non-Executive, Independent Director at its meeting held on August 11, 2025. His appointment is effective until the ensuing AGM. Further, the Board recommends his appointment as a Non-Executive, Independent Director for a term of three (3) consecutive years, subject to approval of the Members by way of a Special Resolution at the 42nd AGM.

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

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

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

KEY MANAGERIAL PERSONNEL (KMP)

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

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

During the period under review, there was no change in the Key Managerial Personnel (KMP) of the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

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

COMMITTEES OF THE BOARD OF DIRECTORS

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

The Board has constituted -

The details of each of these committees outlining their composition, terms of reference and number of meetings held during FY 2024-25, are outlined in the Corporate Governance Report forming part of this annual report. During FY 2024-25, recommendations made by the Committees to the Board of Directors were accepted by the Board, after due deliberations.

MEETING OF INDEPENDENT DIRECTORS

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

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

DECLARATION FROM INDEPENDENT DIRECTORS

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

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

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

REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS DATABANK

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

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

- prepared the Annual Accounts on a going concern basis;

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

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

DIRECTORS AND OFFICERS INSURANCE (‘D&O)

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

BOARD EVALUATION

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

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

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

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

FAMILIARISATION PROGRAMMES

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

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

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

- Business Development Strategy and Plans;

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

- Changes in the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; The detailed policy on the familiarisation programme is available on the website at www.raclgeartech.com

CODE OF CONDUCT

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

Pursuant to provisions of Section 129 of the Act, a separate statement containing the salient features of the financial statements of the Companys subsidiary in Form AOC-1 is attached with the financial statements of the Company. The consolidated financial statements presented by the Company include the financial information of RACL Geartech GmbH and have been prepared in compliance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India ("ICAI").

Further, pursuant to the provisions of Section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements along with relevant documents and separate accounts in respect of RACL Geartech GmbH, are available on the website of the Company. The detailed policy for determining material subsidiaries as approved by the Board is uploaded on the Companys website and can be accessed at www.raclgeartech.com.

AUDITORS & AUDITORS REPORT A. STATUTORY AUDITORS

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

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

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

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

B. SECRETARIAL AUDITOR

M/s.RosyJaiswal&Associates,PracticingCompanySecretaries(PeerReviewNumber:2298/2022),wereappointed as Secretarial Auditor of the Company for the FY 2024-25, by the Board of Directors, upon recommendation of the Audit Committee.

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

M/s. Rosy Jaiswal & Associates, Practicing Company Secretaries, have furnished a certificate of their eligibility and consent under the relevant provisions of the Act, the Listing Regulations and relevant circulars issued by SEBI in this regard. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India (ICSI). Therefore, based on the recommendation of the Audit Committee, the Board of Directors have proposed the appointment of M/s. Rosy Jaiswal & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company, for a term of five consecutive years, from the FY 2025-26 to FY 2029-30, subject to approval of the members at the ensuing AGM. The Secretarial Audit Report and Annual Secretarial Compliance Report issued by M/s. Rosy Jaiswal & Associates, for the FY 2024-25 have been annexed to this Report as Annexure- A respectively.

C. INTERNAL AUDITOR

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

EXPLANATION OR CAPITAL LETTER ON DISQUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS OR DISCLAIMERS IN THE AUDITORS REPORT

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

REPORTING OF FRAUDS BY AUDITORS

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

COST AUDIT AND MAINTENANCE OF COST RECORDS

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

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

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

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

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

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

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

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

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

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

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

VIGIL MECHANISM

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the Companys Code of Conduct, any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the Companys Code of Conduct cannot be undermined. Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of Directors of the Company for redressal. No person has been denied access to the Chairman of the Audit Committee of Directors. Whistle Blower Policy of the Company can be accessed at given weblink: www.raclgeartech.com.

RISK MANAGEMENT

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

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

CEO & CFO CERTIFICATE

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

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

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

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

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

ANNUAL RETURN

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

SECRETARIAL STANDARDS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

RELATED PARTY CONTRACTS & ARRANGEMENTS

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

CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to ensure the well-being of the community and environment in which it operates. Corporate Social Responsibility (‘CSR) forms an integral part of our business activities. The Companys CSR Policy also reflects the Companys commitment towards society and environment. The CSR initiatives are carried out by the Company through a variety of effective programs in accordance with the requirements of Section 135 and Schedule VII of the Companies Act, 2013, and rules made thereunder. During the FY 2024-25, your Company continued to implement CSR initiatives that align with our core values and contribute to the well-being of the communities in which we operate. The CSR Policy of your Company is aligned with the activities specified in Schedule VII of the Act. The amount required to be spent by the Company on CSR activities for the FY 2024–25 was 87.66 Lakhs.

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

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

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

C. Foreign Exchange Earnings and Outgo:

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

(Rs. in Lakh)

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

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

HUMAN RESOURCE

At RACL Geartech Limited, we firmly believe that our employees are our most valuable asset. Throughout FY 2024–25, we remained committed to fostering a positive, harmonious, and productive work environment, guided by our core values and a culture of mutual respect. We continued to enhance value-based behaviour across the organization through effective communication, inclusive engagement, and a strong focus on employee well-being. Our open and transparent communication framework empowers employees at all levels to freely share ideas, raise concerns, and contribute feedback-fostering continuous improvement across our operations. Recognizing the importance of continuous learning and ethical conduct, the Company expanded its training initiatives to include key topics such as anti-bribery, human rights, Prevention of Sexual Harassment (POSH), safety, quality, and operational excellence.

During the year, RACL maintained a harmonious industrial relations climate across all its facilities. We also focused on strengthening human resource development, improving workplace infrastructure, and digitizing HR processes to enhance efficiency and employee experience. In line with our commitment to employee welfare and uniformity, uniforms were provided to all employees across the organization. We also established well-equipped canteen facilities at our Gajraula and Noida plants, offering hygienic and nutritious meals, underscoring our commitment to health and safety.

To promote a performance-driven culture, the Company implemented a framework of clear and measurable goals, supported by defined performance rating parameters at all employee levels. This initiative reinforces accountability while aligning individual performance with organizational objectives.

INDUSTRIAL RELATIONS

During the year under review, industrial relations remained harmonious at all our offices and establishments. We maintained a cordial and collaborative working environment across all manufacturing locations and witnessed a high in productivity at most of our manufacturing locations. The Company has a centralised HR Help Desk system to directly capture employee grievances and ensure their timely resolution. This platform serves as a single point of contact for addressing concerns.

Further, extensive trainings were provided on the POSH (Prevention of Sexual Harassment) policy and grievance redressal procedures at all plant locations. These initiatives were aimed at empowering employees, especially women, to voice concerns without fear and promoting a respectful and inclusive workplace culture.

The total number of permanent employees at RACL including plants stands at approx. 752 at the close of business hours on March 31, 2025.

STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure – E .

REMUNERATION POLICY

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

DISCLOSUREUNDERSEXUALHARASSMENTOFWOMENATWORKPLACE(PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013

The Company maintains a zero-tolerance policy towards sexual harassment at the workplace. In alignment with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules framed thereunder, the Company has implemented a comprehensive, gender-neutral POSH Policy. This policy is applicable to all employees, including permanent, temporary, contractual staff, and trainees. To ensure effective implementation of the POSH Policy, the Company has constituted Internal

Complaints Committees (ICC), in accordance with the requirements of the POSH Act. The committee is responsible for addressing and resolving complaints related to sexual harassment in a fair and confidential manner.

During the financial year under review, no complaint of sexual harassment was received by the Internal Complaints Committee. Accordingly, there are no cases to report under Section 22 of the POSH Act.

The following is a summary of sexual harassment complaints received and disposed off during the year:

S. No. 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. Number of workshops or awareness programme against sexual harassment carried out	The Company regularly conducts necessary awareness programmes for its employees.
5. Nature of action taken by the employer or district officer	NA

The Company remains committed to fostering a safe, respectful, and inclusive work environment. To promote awareness, regular training and sensitisation programs-including induction and refresher sessions-have been conducted across offices and manufacturing locations. These sessions cover topics such as gender sensitisation, Company Code of Conduct, and POSH compliance.

PREVENTION OF INSIDER TRADING CODE

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015, as amended from time to time.

ENVIRONMENT, HEALTH AND SAFETY

The Company remains steadfast in its commitment to ensuring a safe, healthy, and sustainable work environment for all stakeholders. In FY 2024–25, our Environment, Health, and Safety (EHS) initiatives have expanded both in scope and impact, reinforcing our culture of safety, responsibility, and environmental stewardship. RACL Geartech Limited gives importance to safety, health and well-being of its employees and all the people working for the Company. The absolute respect of Environment, Health and Safety (EHS) is on the top priority of RACL Geartech Limited. The Company is working hard to reduce the number of accidents to Zero. The Company encourages and ensures that not only its employees but also its subcontractors working on Companys plants as well as its suppliers comply with the occupational, health and safety measures. In line with our commitment to employee welfare, we conduct 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.

CREDIT RATING

Given below are the ratings given to the Company by CARE Ratings Limited during the Financial Year ended 31 March 2025:

Facilities	AMOUNT (Rs. Crore)	RATING	RATING ACTION
Long Term Bank Facilities	161.43 (Reduced from 161.58)	CARE A-; Stable (Single A Minus; Outlook: Stable)	Reaffirmed
Long Term/Short Term Bank Facilities	166.50 (Enhanced from 135.50)	CARE A-; Stable / CARE A2+ (A Two Plus; Outlook: Stable)	LT rating reaffirmed and ST rating assigned
Short Term Bank Facilities	9.00 (Enhanced from 3.00) 336.93 (Rs. Three Hundred	CARE A2+	Reaffirmed
Total Facilities	Thirty-Six Crore and Ninety Three Lakhs Only)

AWARDS AND RECOGNITIONS

During the FY 2024-25 the Company has received the following awards and recognitions:

- Company has been successfully awarded Letter of Comfort sanctioned under Industrial Investment & Employment Promotion Policy 2022 under "Mega" category, for proposed Investment of 250 Cr. issued by Infrastructure & Industrial Development Department, Government of Uttar Pradesh as on June 28, 2024 for availing incentives namely, capital subsidy.

- RACL Geartech Limited is officially ESG Registered under Dun & Bradstreet, signifying adherence to the stringent ESG criteria set forth by global business standards.

- The Company has been honoured with the prestigious "Renewable Energy Champion" award at the 3rd CII-Northern Region Green Practices Awards, organized by the Confederation of Indian Industry (CII).

- The Company has been honoured with the prestigious "GOLD rating in Manufacturing Category" as per the 9th CII-National 5S Excellence Rating organized by the Confederation of Indian Industry (CII).

- The success story of RACL Geartech Limited has been prominently featured in the January 2025 edition of the UP Invest newsletter, a "Government of UP" Organisation for facilitating industrial growth in the State of Uttar Pradesh.

- RACL Geartech Limited Metallurgical Testing Lab, Gajraula is accredited by National Accreditation Board for Testing and Calibration Laboratories (NABL) as per ISO/IEC 17025:2017 - Laboratory Management System which is valid up to January 21, 2029.

- Company has been honoured with an award by EEPC India during the Northern Regions 52nd and 53rd Export Excellence Awards. We have been recognized as the Star Performer in the Automobile Component Product Group under the Northern Region Export Excellence category. 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.

- RACL Geartech Limited has conducted the Bhumi Pujan ceremony on April 30, 2025 at Gajraula plant for the commencement of construction of a new manufacturing facility. This marks a significant milestone in our growth journey and reflects our commitment to expanding our production capabilities. The upcoming facility is being developed as part of our strategic initiative to enhance manufacturing capacity in anticipation of future business projects and to better serve our domestic and international markets.

- Official inauguration of new manufacturing facility named as "UDYAM" for BMW electric car parking lock mechanism. The inauguration took place in the esteemed presence of the BMW Global and India teams, along with the RACL Management, on February 13, 2025.

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, long-term 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.

	FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
	RACL GEARTECH LIMITED
	GURSHARAN SINGH
DATE: AUGUST 11, 2025	(CHAIRMAN & MANAGING DIRECTOR)
PLACE: NOIDA	DIN: 00057602