Rapicut Carbides Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their 48th Annual Report together with the Audited Financial Statements for the year ended March 31, 2025. The Company operates only in one business segment viz., Tungsten and Tungsten Carbide Products.

FINANCIAL SUMMARY/HIGHLIGHTS:

(tin Lakhs)

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from Operations	4198.64	6015.81
Profit before Depreciation and Tax (Including Deferred Tax)	(174.96)	108.91
Profit after Depreciation and Tax	(232.58)	49.04
Reassessment of Losses (Profit) on defined employee benefit plans and fair value of loan	0.72	0.76
Total Comprehensive income for the year	(231.86)	48.28
Add:
Profit brought forward from previous year	966.78	918.50
Profit available for appropriation	734.92	966.78
Appropriations
Dividend and Dividend Tax
Transfer to General Reserve
Profit carried to Balance Sheet	734.92	966.78

STATE OF AFFAIRS OF THE COMPANY

The current financial year has registered decrease in production and sales volumes as compared to previous financial year. The Companys performance for the financial year 2024-25 (Sales Rs. 4198.64 Lakhs) has shown decrease in Revenue from Operations in comparison with the previous financial year 2023-24 (Sales Rs. 6015.81 lakhs, including onetime order from Government) mainly driven by external factors such as volatility in raw material prices, higher production cost & subdued demand in certain end user industries.

However, with the steep rise in cost of raw materials due to global restrictions on rare earth metals and consumables, it was not possible for the Company to appreciably pass on the cost push to the customers, in the face of stiff Competitive Environment.

DIVIDEND

The Board of Directors of your Company, after considering relevant circumstances has decided that it would be prudent not to recommend any Dividend for the year under review.

TRANSFER TO RESERVES

In terms of Section 123 of the Companies Act, 2013 (Act), the Company does not propose to transfer any amount to General Reserve for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. The Management Discussion and Analysis Report is annexed asAnnexureA.

SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURE

The Company does not have any Subsidiary or Associate Company and has not entered into any Joint Venture during the year under review.

DEPOSITS

During the financial year 2024-25, the Company has not accepted any deposits under Chapter V of the Companies Act, 2013 (Act) and rules made thereunder. Therefore, requirement of disclosure of details relating to deposits as per Section 134(3)(q) of the Act read with rules made thereunder is not applicable.

CHANGE IN CAPITAL STRUCTURE

There is no change in the paid-up equity share capital of the Company during the year under review. The paid-up Equity Share Capital of the Company as on March 31, 2025, is Rs. 5,37, 12,450/- (Rupees Five Crores Thirty-Seven Lakhs Twelve Thousand Four Hundred Fifty only).

DIRECTORS

During the financial year 2024-25:

Shri Dhananjay D Kanitkar (DIN: 0352377 4) resigned as a Chairman and Non-Executive Director of the Company.

Shri Abhishek V Gami (DIN: 07570948) was appointed as a Chairman of the Company by the Board of Directors at their meeting held on 15th May, 2025.

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Abhishek V Gami retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

KEY MANAGERIAL PERSONNEL

Shri. Abhishek V. Gami, Managing Director, Shri. Venkatta Ramanan Puliyady, Chief Financial Officer (w.e.f. June 27, 2025) and Shri. Kamlesh Shinde, Company Secretary (w.e. f February 11, 2025) are the Key Managerial Personnel of the Company.

There were following changes in the Key Managerial Personnel of the Company up to the date of this report:

Shri. Chelan Nayak ceased to be a Key Managerial Personnel (Chief Financial Officer) of the Company pursuant to his resignation at the close of business hours on June 26, 2025.

Shri. Venkatta Ramanan Puliyady was appointed as the Chief Financial Officer and was designated as a Key Managerial Personnel of the Company with effect from June 27, 2025.

Ms. Kamal P Soni ceased to be a Key Managerial Personnel (Company Secretary) of the Company pursuant to her resignation at the close of business hours on February 10, 2025.

Shri. Kamlesh Shinde was appointed as the Company Secretary and was designated as a Key Managerial Personnel of the Company with effect from February 11, 2025.

MEETINGS OF THE BOARD

Four (4) Board Meetings were held during the Financial Year ended March 31, 2025.

The maximum gap between any two Board Meetings was less than one Hundred and Twenty days. Details are given as follows:

Sr. No. Date of Meeting	Total Number of directors as on the date of meeting	Attendance
		Number of directors attended	%of attendance
1. May 06, 2024	6	5	83.33
2. August 10, 2024	6	6	100
3. October 25, 2024	6	6	100
4. February 11, 2025	6	6	100

Meetings of the Committees of the Board:

Meetings of the Committees of the Board were held during the Financial Year ended March 31, 2025. Details are given as follows:

Sr. No. Name of the Committee	Date of Meeting	Total Number of Members as on the date of meeting	Attendance
			Number of members attended	%of attendance
1 Audit Committee	May 06, 2024	3	3	100
2	August10,2024	3	3	100
3	October 25, 2024	3	3	100
4	February 11, 2025	3	3	100
5 Nomination and	May 06, 2024	3	2	66.66
Remuneration Committee
6	August10,2024	3	3	100
7	February 11, 2025	3	3	100
8 Stakeholders Relationship Committee	February 17, 2025	3	3	1000

MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

Number of Employees as on 31st March, 2025:

Female	5
Male	88
Transgender	-

INDEPENDENT DIRECTORS

The Company has received declarations/ confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 stating that they meet criteria of Independence as defined under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations to the extent applicable, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, byway of individual and collective feedback from Directors. The following were the Evaluation Criteria:

- Knowledge and Skills

- Professional Conduct

- Duties, Role and Functions

- Fulfilment of the Independence Criteria and their independence from the management

- Performance as Team Leader/Member

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Set Key Goals and Achievements

- Professional Conduct and Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process and also the outcome of evaluation was positive without any concerns from any Director.

AUDIT COMMITTEE

As on March 31, 2025, the Audit Committee comprised of the 4 Directors with Shri Kishore D. Sharma, Independent Director as Chairman of the Committee, Shri Abhishek V. Gami, Managing Director, Shri Atul R. Garg, Independent Director and Shri. Nrupang Dholakia, Independent Director as Members.

The Committee inter alia reviews the Internal Control System, Reports of InternalAuditors, KeyAudit Matters presented by the Statutory Auditors and Compliance of various Regulations. The Committee also reviews the Financial Statements before they are recommended to the Board of Directors.

There was no instance where the recommendation by theAudit Committee was not accepted by the Board.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Act, a Vigil Mechanism or Whistle Blower Policy for Directors, Employees and other Stakeholders to report genuine concerns is established. The same is hosted on the website of the Company and the web-link as required under the Listing Regulations is: https://www.rapicutcarbides.com/storage/finances/R4H2egyATBBz1qyWtn9ALdeVRa4EvWYgohtLdbsK.pdf The employees of the Company have the option to report their concern/grievance to the Chairman of the Audit Committee. No one was denied access to the Chairman of theAudit Committee.

INTERNAL CONTROL SYSTEMS AND THEIRADEQUACYAND COMPLIANCE

The Companys internal control procedures which include internal Financial Controls, ensure compliance with various policies, practices and statutes keeping in view the Organisations size and nature of the business. The InternalAuditor carries out extensive audits throughout the year. Your Company has adopted policies and procedures for ensuring the orderly and efficientconduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and the timely preparation of reliable Financial Disclosure.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not falling under the criteria mentioned in Section 135 (1) of theAct. Therefore, the Company is not required to develop or implement policy on Corporate Social Responsibility initiatives.

POLICY ON NOMINATIONAND REMUNERATION

In compliance with the requirements of Section 178 of the Act, the Company has laid down a Nomination and Remuneration Policy which is hosted on the Companys website. The web-link as required under the Companies Act, 2013 is: https://www.rapicutcarbides.com/storage/finances/8l6zie7c7CpMzf2kf7o19SHMZPRMu1z2joGMGJol.pdf The salient features of the Nomination and Remuneration Policy are as under: Setting out : 1) Objectives of the Policy; 2)Definitions for the purposes of the Policy;

3) Appointment, resignation, retirement and removal of Director, Key Managerial Personnel and Senior Management Personnel; 4) Remuneration for the Directors, Key Managerial Personnel and Senior Management Personnel.

DIVIDEND DISTRIBUTION POLICY

The Company is notfalling under the criteria mentioned in Regulation 43Aofthe Listing Regulations pertaining to Dividend Distribution Policy. Therefore, the Company is not required to formulate Dividend Distribution Policy.

RELATED PARTYTRANSACTIONS

The particulars of Material Related Party Transactions entered by the Company which were at Arms Length and were in Ordinary Course of Business under Section 188 of the Act are furnished in the prescribed FormAOC-2 as Annexure B. All related party transactions entered by the Company during the period under review, were in the ordinary course of business and at arms length. The Board has approved the policy for Related Party Transactions which is hosted on the Companys website. The web-link as required under the Listing Regulations is: https://www.rapicutcarbides.com/storage/finances/VC1HRp5wDtPcsD6NHhONdtrQE0FJZwV7fJOtIyLt.pdf

CORPORATE GOVERNANCE

The Regulation 15 (2) of the Listing Regulations pertaining to the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27, 46(2)(b) to (i) and (t) and Para C, D and E of Schedule V are not applicable to the Company, as the paid-up equity share capital of the Company is less than Rs. 10 Crores and net worth is also less than Rs. 25 Crores as on the last day of previous Financial Year. Hence, the Company is not required to furnish Corporate Governance Report.

LISTING OF SECURITIES

The equity shares of the Company are listed on the BSE Limited (BSE) with scrip code 500360 and security ID/symbol of RAPICUT. The ISIN forequity shares is INE350D01015. The Company confirms the payment of the Annual Listing Fees to the Stock Exchange for the financial year 2024-25.

LOANS, GUARANTEES AND INVESTMENTS

During the financial year 2024-25, your Company has not granted any loans, nor furnished guarantees, nor made investments under Section 186 of theAct.

DETAILS OF APPLICATION/S MADE/ ANY PROCEEDINGS PENDING UNDER THE INSOLVENCYAND BANKRUPTCY CODE, 2016 DURING THE YEARALONGWITH THEIR STATUSAS AT THE END OF THE FINANCIAL YEAR 2024-25

During the financial year 2024-25, neither application has been made nor there are any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT & VALUATION DONE WHILE TAKINGLOAN FROM THE BANKS/ FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has not made any one-time settlement with Banks / Financial Institutions or while taking loans from the Banks or Financial Institutions during the financial year 2024-25.Accordingly, no details are required to be disclosed.

CAPITALEXPENDITURE PROGRAM

Company has invested in modern high-capacity machinery, including large press machines and cylindrical grinding equipment, enhancing both scale and precision in the production

AUDITORS

A. StatutoryAuditors lln compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. KCMehta & Co. LLP, Chartered Accountants, were appointed as Statutory Auditors of the Company by the members at their 44th Annual General Meeting held on September 28, 2021 to hold officefor a term of 5 (Five) years i.e. till the conclusion of 49th Annual General Meeting (AGM) to be held for the financial year 2025-26.

The Auditors Report for the financial year 2024-25 does not contain any Qualification, Reservation, Adverse Remark or any fraud reported and hence do not warrant any explanation. The Auditors Report is enclosed with the Financial Statements in this Annual Report.

B. Secretarial Auditors

In pursuance of Section 204 of the Act and the Rules made thereunder, the Board of Directors appointed M/s. Samdani Shah & Kabra, Practicing Company Secretaries, as Secretarial Auditors of the Company for the financial year 2024-25.

The Secretarial Audit Report of M/s. Samdani Shah & Kabra, Practising Company Secretaries for the financial year 2024-25, is annexed herewith asAnnexure D.

The Secretarial Audit Report does not contain any Qualification, Reservation or Adverse Remark and hence do not warrant any explanation.

C. lnternalAuditors

Pursuant to Section 138 of the Companies Act 2013, the Board of Directors appointed M/s. Rays & Associates, Chartered Accountants as Internal Auditors of the Company for the financial year 2024-25.

D. CostAuditors

The provisions of the Cost Audit are not applicable to the Company and hence the Company is not required to appoint Cost Auditor.

However, Cost Records as specified by the Central Government under Section 148 (1) read with the Companies (Cost Records and Audit) Rules, 2014 is applicable to the Company and accordingly cost records are made and maintained by the Company.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable Secretarial Standards prescribed by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of theAct.

RISK MANAGEMENT

The provisions of Regulation 21 of the Listing Regulations pertaining to Risk Management Committee are not applicable to the Company. However, the Company has developed and are implementing Risk Management Policy including identification of various risks, if any, which in the opinion of the Board may threaten the existence of the Company, the Company has risk assessment and mitigation procedures in place and the Board is kept informed of such assessment.

MATERIALCHANGES AND COMMITMENTS AND CHANGE IN NATURE OF BUSINESS

There are no material changes and commitments affectingthe Financial Position of the Company since the closure of the financial year i.e. since March 31, 2025 till the date of Boards Report.

Further, it is hereby confirmed that there is no change in the nature of business and status of the Company.

ANNUAL RETURN

A copy of the Annual Return as required under Section 92(3) of the Actis placed on the Companys website. The web-link as required under Section 134(3)(a) of the Act is: https://www.rapicutcarbides.com/storage/finances/NQtAqPurPVLKvrFUSC13RT9IweOEfjtR0bV4impT.pdf

CONSERVATIONOF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of Sub-section 3(m) of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, particulars relating to conservation of Energy, TechnologyAbsorption, Foreign Exchange Earnings and Outgo are mentioned in Annexure C forming part of this report.

PARTICULARSOF EMPLOYEES AND RELATEDDISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

CODE OF CONDUCT

The Board of Directors of the Company had laid down a Code of Conduct for all Board Members and senior management of the Company. All Board Members and senior management personnel have affirmedcompliance with the Code of Conduct. The Code of Conduct is placed on the Website of the Company at: https://rapicutcarbides.com/storage/finances/8JiYEIR7jZYWt1uuYQFGEKWQ0ADbRmGwUN9x0mFk.pdf Declaration signed by the Managing Director of the Company, statingthat the Board of Directors and Senior Management Personnel have affirmedcompliance with the Code of Conduct of Board of Directors and Senior Management Personnel is annexed to this Report at Annexure E.

Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2024-25:

Name of Directors	Ratio of Remuneration of Directors to Median Remuneration of Employees
Shri Abhishek Gami - Managing Director	1 :19.85
Shri Dhananjay Kanitkar - Non-Executive Director	1:0.29
Shri Kishore Sharma - Independent Director	1:0.36
Smt. Shruti Gami - Non-Executive Director	1:0.22
Shri Atul Garg - Independent Director	1:0.36
Shri Nrupang B. Dholakia - Independent Director

Percentage increase in remuneration of each Director. Chief Financial Officer. Chief Executive Officer. Company Secretary or Manager. if any, in the financial year:

Name	Percentage Increase in Remuneration in Financial Year 2024-25
Shri Abhishek V. Gami	23%
Shri Vinay C. Sura
(Ceased to be Chief Financial Officer w.e.f 1st June, 2024)
Shri. Chetankumar Nayak
(Ceased to be Chief Financial Officer w.e.f 26th June, 2025)
Ms. Komal Soni - Company Secretary	10%
(Ceased to be Company Secretary w.e.f 10th June, 2025)
All Non-Executive & Independent Directors are paid only sitting fees for attending Meetings.
Percentage increase in the median remuneration of Employees in the Financial Year	8.6
Number of Permanent Employees on the rolls of Company	93
	8.3%

Average percentile increase already made in the salaries of employees other than the

(Non-Managerial Personnel) Managerial Personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration 8.89% (Managerial Personnel)

We affirm that the remuneration paid to the Managerial and Non-Managerial Personnel is as per the Nomination and Remuneration policy of the Company.

Particulars of employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules, forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to investors@rapicutcarbides.com.

Details of every employee, who was employed throughout the financial year and was in receipt of remuneration for that year which, in the aggregate, was not less than One Crore and Two Lakh Rupees: None

Details of every employee, who was employed for a part of the financial year and was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Eight lakh fifty thousand rupees per month: None

Details of every employee, who was employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or whole-time Director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company: None

Details of Unclaimed Suspense Account

Disclosure pertaining to Unclaimed Suspense Account as required under Schedule V to the Listing Regulations, is as under:

Particulars	No. of Shareholders	No. of Shares
Aggregate No. of Shareholders and outstanding shares lying in the suspense account as on April 1, 2024	3	600
Number of shareholders/legal heirs who approached to the issuer/Registrar for transfer of shares from suspense account during the financial year 2024-25	0	0
Number of shareholders/legal heirs to whom shares were transferred from suspense account during the financial year 2024-25	3	600
Aggregate No. of Shareholders and outstanding shares lying in the suspense account as on March 31, 2025	0	0

The voting rights on the equity shares which are transferred to Unclaimed Suspense Account are frozen till the rightful owner of such equity shares claims the shares.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at Work Place in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of Complaints of Sexual Harassment at Workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follows:

a. Number of complaints of Sexual Harassment received in the Year	Nil
b. Number of Complaints disposed off during the year	Nil
C. Number of cases pending for more than ninety days	Nil

TRANSFER OF EQUITY SHARES, UNPAID/UNCLAIMED DIVIDEND TO THE IEPF

In line with the statutory requirements, the Company has transferred to the credit of IEPF set up by the Government of India, equity shares in respect of which dividend had remained unpaid/unclaimed for a period of seven (7) consecutive years within the timelines laid down by the Ministry of Corporate Affairs.

Unpaid/ unclaimed dividend for seven (7) years or more are also transferred to the IEPF pursuant to the requirements under the Act.

OTHER DISCLOSURES:

1. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

2. In the opinion of the Board, the Independent Directors appointed / re-appointed, if any, during the year are persons of integrity and possess expertise, experience and proficiency.

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

4. No fraud is reported by the Auditors under section 143(12) of the Act to the Audit Committee or the Board.

5. The Managing Director is not in receipt of Commission from the Company.

6. The Company has not entered in to any type of agreements binding the Company under clause 5Aof paragraph Aof Part AofSchedule Ill of listing Regulations.

7. There is no change in the financial year of the Company.

8. The Company has not developed, acquired and assigned any Intellectual Property Rights during the financial year ended 31st March, 2025.

9. There are no material event having an impact on the affairs of the company occurred during the financial year ended 31st March, 2025.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability confirms that:

a) In the preparation of the Annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) they have selected Such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

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

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

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

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

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere appreciation of the support and assistance extended by the Companys Suppliers, Bankers and Business Associates. Your Directors also acknowledge support received from the employees and the esteemed Shareholders and the confidence reposed by them in the Company and its Management.

	For and on behalf of the Board of Directors
	Abhishek V. Gami
Date: August 07, 2025	Chairman and Managing Director
Place: Ankleshwar	DIN: 07570948