Ratnaveer Precision Engineering Ltd Directors Report

To,

The Members

The Board of Directors ("the Board") are pleased to present the 23^rd Annual Report of Ratnaveer Precision Engineering Limited ("the Company") together with Audited Financial Statements of the Company for the Financial Year ("FY") ended March 31, 2025.

01. FINANCIAL HIGHLIGHTS:

[H In Million]

Particulars	FY 2024-25	FY 2023-24
Net Sales/ Income from Operation	8918.78	5953.79
Other Income	40.32	70.21
Total Income	8959.10	6024.00
Profit before interest, Depreciation & Tax	904.23	570.04
Less Interest (Financial Cost)	126.78	120.87
Depreciation	170.92	58.24
Profit/Loss Before Exceptional Item &Tax Exp.	606.53	390.93
Add/Less Exceptional Items	0.00	0.00
Profit/Loss Before Tax	606.53	390.93
Less Previous years Adjustments	57.05	47.80
Provision for Current & Deferred	81.33	32.63
Net Profit/Loss after tax	468.15	310.50
Total Comprehensive Income/loss	3.3	0.06
Total	464.85	310.44
Add: Balance carried from Profit & Loss A/c	0	0.00
Less: Provision for earlier year taxation	0	0.00
Net Profit/Loss after tax and adjustments	464.85	310.44
Transferred to general Reserve	0	0.00
Balance carried to the balance sheet	464.85	310.42
EPS (Basic & Diluted)	9.31	7.61

02. DIVIDEND

Your directors have decided not to declare any dividend for the financial year 2024-25. This is mainly due to conserve the financial resources of the Company for future growth of the Company. Considering the Market Capitalization, the provisions of Dividend Distribution Policy is not applicable to the Company for the FY 2025-26.

03. TRANSFER TO RESERVES

No amount is proposed to be transferred to general reserves for the financial year ended on March 2025. Entire amounts of profit to be retained in profit and loss account.

04. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business during the financial year ended 31.03.2025.

05. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN BALANCE SHEET DATE AND DATE OF BOARDS REPORT:

In terms of Section 134(3)(l) of the Companies Act, 2013, there have not been any material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year as on 31^st March, 2025 and the date of the Report.

06. STATE OF COMPANYS AFFAIRS AND REVIEW OF BUSINESS OPERATIONS & FUTURE PROSPECTS:

During the year under review, the revenue from operations (standalone) increased by 49.80% from Rs.5953.79 million in FY 2023-24 to Rs.8918.78 million in FY 2024-25. Profit before interest, tax, depreciation, and amortization (‘EBITDA) increased by 58.63% from Rs.570.04 million in FY 2023-24 to Rs.904.23 million in FY 2024-25. Profit after tax from Operations increased by 50.77% from Rs.310.50 million in FY 2023-24 to Rs.468.15 million in FY 2024-25. Earnings per share have increased from Rs.7.61 per share in the FY 2023-24 to Rs.9.31 per share, recording a growth of 22.34%. The key growth drivers for profits during the year have been increased sales volume, cost optimization measures, and expansion into new markets.

The Board of Directors are happy to inform you that the Company has achieved the targeted financial position. The company is one of the leading producers of highest range of S.S. Fastener Industry related products viz. Stainless-Steel Washers, Solar Panel Hooks, Tubes, Finished Sheets and Sheet Metal Products. The company is exporting its products to various countries such as USA, UK, Germany, France, Italy, Netherlands, Portugal, Spain, Switzerland, Austria etc,. Each of the Companys Products undergo various examinations at different stages of production. The company is focusing to build long lasting customer relationship which will make us preferred supplier. In present business scenario, Company is exploring for better growth and will be able to maintain the same by following global standards. However, Company needs to spread its wings and its portfolio by adding new products for emerging amongst new global suppliers.

07. PRIVATE PLACEMENT OF EQUITY SHARES AND ISSUE OF WARRANTS

During the Financial Year 2024-25, the Company has issued and allot 45,50,349 Equity shares of Rs.10/- each on preferential basis to the persons belonging to Non-promoter category on 20^th August, 2024. The said equity shares were issued at a price of Rs.143/- (including premium of Rs.133 each).

The company raised of Rs.65,06,99,907 from the said private placement.

During the Financial Year 2024-25, the Company has also issued and allotted 20,27,972 warrants to the promoter Mr. Vijay Sanghavi, Managing Director of the Company. Each convertible warrants shall be converted into one equity share of a face value of Rs.10/- each fully paid-up equity share of the Company at any time within 18 months from the date of allotment of the warrants.

08. SHARE CAPITAL AND CHANGE THEREIN

Subsequent to the completion of the private placement of equity shares, the paid-up equity share capital of the Company increased from Rs.48,49,90,400 to Rs.53,04,93,890 (excluding of preference shares of Rs. 1,85,00,000).

Authorised Share Capital of the Company is

Rs. 65,00,00,000/- (Rupees Sixty Five Crore Only) divided into 6,20,00,000 (Six Crores Twenty Lacs) Equity Shares of Rs.10/- (Rupees Ten only) each and 30,00,000 Preference Shares of Rs.10/- (Rupees Ten) each.

Issued, Subscribed and Paid-up share capital of the Company is J 54,89,93,890/- (Rupees Fifty Four Crore Eighty Nine Lacs Ninety Three Thousand Eight Hundred Ninety only) divided into 5,30,49,389 (Five Crore Thirty Lacs Forty Nine Thousand Three Hundred Eighty Nine only) Equity Shares of Rs.10/- (Rupees Ten Only) each and 18,50,000 Preference Shares of Rs.10/- (Rupees Ten) each.

Buy Back of Securities

Your Company has not bought back any of its securities during the year under review.

Sweat Equity

Your Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares

Your Company has not issued any Bonus Shares during the year under review.

Employee Stock Option Plan

Your Company has not provided any Stock Option Scheme to the employees.

09. DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT AND CHANGE THEREIN

During the year under review, there were changes in the composition of the board of directors and KMP of the company.

At the end of the year following are the directors of the company

Sr. No.	Name of Directors	Designation	Date of Appointment
1	Mr. Vijay Ramanlal Sanghavi	Managing Director and CFO	20/02/2002
2	Mr. Babulal Sohanlal Chaplot	Whole time Director	01/07/2019
3	Mr. Sreeram Vishwanathan Rishinaradamangalam	Independent Director	16/04/2022
4	Dr. Binita Verdia	Non-Executive Director	07/09/2022
5	Mrs. Karuna Advani	Independent Director	12/12/2023
6	Mr. Rajash Dineshkumar Shah	Independent Director	22/05/2024
7	Mr. Umeshsinh Bhanupratapsinh Rathod	Independent Director	28/01/2024
8	Mr. Vimalbhai Ukchand Bokadia	Independent Director	28/01/2024

Pursuant to the provisions of Sections 2(51) and 203 of the Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following persons are acting as Key Managerial Personnel of the Company as on the date of this Report:_

i.	Mr. Vijay Sanghavi	Managing Director cum CFO
ii.	Mr. Babulal Chaplot	Wholetime Director
iii.	Mr. Umang Lalpurwala	Company Secretary cum Compliance Officer

The Company has appointed Mr. Umeshsinh Bhanupratapsinh Rathod (DIN: 07378004) and Mr. Vimalbhai Ukchand Bokadia (DIN: 02329466) as Independent Directors with effect from 28/01/2025 and Mr. Bharat Kanchanlal Shah (DIN: 00587810) and Mr. Ninad Raje (DIN: 07155714) who were Independent Directors of the Company have resigned w.e.f. 07.06.2024 and 15.07.2024 respectively due to their other pre-occupation.

The Board on recommendation of Nomination and Remuneration Committee and subject to the approval of the shareholders by way of a Special Resolution proposed to appoint Mr. Umeshsinh Bhanupratapsinh Rathod (DIN: 07378004) and Mr. Vimalbhai Ukchand Bokadia (DIN: 02329466) as Independent Directors with effect from 28^th January, 2025 for a period of 5 (Five) years. Ms. Swati Sharda who was a Company Secretary and Compliance Officer of the Company has also resigned from her position with effect from 18^th November, 2024. The Board has appointed Mr. Umang Lalpurwala as a Company Secretary and Compliance officer w.e.f 28.01.2025.

The details in respect of qualification, area of expertise etc. of all the above appointee directors are provided in annexure to the notice. You are therefore in the interest of the company requested to accord your consent to these resolutions.

Based on the confirmation received from the Directors, neither of these Directors are disqualified under Section 164(2) of the Act.

10. INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with sub rule (1) and sub rule (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations and they are independent of the management and they have complied with the code for Independent prescribed in Schedule IV of the Act.

In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. They are not liable to retire by rotation in terms of Section 149(13) of the Act. The Board is of the opinion that the all Directors including the Independent Directors of the Company possess requisite qualifications, experience and expertise in their relative fields and that they hold highest standards of integrity.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs ("IICA") in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

Opinion of the Board with regard to integrity, expertise and experience (including proficiency) of the Independent Directors: The Board is of the opinion that the Independent Directors of the Company are professionally qualified and well experienced in their respective domains and meet the criteria regarding integrity, expertise, experience and proficiency. Their qualifications, specialized domain knowledge, strategic thinking, decision making and vast experience in varied fields has immensely contributed in strengthening the Companys processes to align the same with good industry practices.

11. FAMILIARISATION PROGRAMME FOR INDEPENDNET DIRECTOR:

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarisation Programme imparted to Independent Directors are also available on the Companys official website at www.ratnaveer.com .

12. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own, the Chairperson, Boards Committees, as well as, Directors individually including performance of Independent Directors, after seeking inputs from all the Directors/Committee members and finds it satisfactory. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Your Company has also received declaration from all the Directors and senior management personnel on compliance of Code of Conduct as, formulated by the Company.

13. BOARD AND COMMITTEE MEETINGS

During the Financial Year 2024-25 under review, 11 (Eleven) meetings of the Board of Directors were held in accordance with the provisions of the Companies Act, 2013 read with rules made there under and the applicable secretarial standards. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report which forms part of the Annual Report of the Company. The intervening gap between the meetings of Board of Directors of the Company were within the period prescribed under the Act.

Details of Committee Meetings of Board of Directors

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time viz. a. Audit Committee; b. Nomination and Remuneration Committee; c. Stakeholders Relationship Committee and d. Corporate Social Responsibility Committee; Risk Management committee The Composition of all such Committees, number of meetings held during the year under review, attendance of each of the Directors at such meetings, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board. Further as per Section 177(8) of the Act, as amended from time to time, there have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board of Directors.

14. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, one (1) Separate meeting of Independent Directors was held on 09^th November, 2024. The details of the Independent Directors Meeting and the attendance of the Directors etc. are provided in the Corporate Governance Report, which forms part of this Report.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company continue to remain listed on BSE Limited ("BSE") and National Stock Exchanges of India Limited ("NSE"). The annual listing fees for the 2025-26 has been paid.

15. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (C) of the Companies Act, 2013, in relation to financial statements of the Company for the year ended 31^st March, 2025 the Board hereby submits its Responsibility Statements that:-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) Internal financial controls (as required by explanation to section 134(5)(e) of the Act) is being followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes forming part of the Financial Statements and forms a part of this Annual Report.

17. UTILISATION OF PROCEEDS OF IPO, PRIVATE PLACEMENT AND WARRANTS

Your Company has utilised IPO proceeds as per the objects stated in the Prospectus of the Company and pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations") during the period under review, there was no deviation / variation in utilisation of funds raised in respect of the Initial Public Offering of the Company. The Company had appointed Care Ratings Limited as Monitoring Agency in terms of Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time, to monitor the utilisation of IPO proceeds and the Company had obtained monitoring reports from the Monitoring Agency from time to time. As the Company had fully utilized the IPO proceeds in second quarter of the financial year 2024-25, no further reporting on utilization of IPO proceeds required to be submitted to stock exchanges.

Your Company has also fully utilized the proceeds of private placement in the third quarter of the financial 2024-25 and there was no deviation / variation in utilisation of funds raised in respect of the private placement of the Company.

Your Company has received partly payment of Rs.7.25 crores (25% of total issue price) against issue of warrants and the proceeds of the same were utilsed without any deviation/ variation.

The Company has after placing before the Audit Committee and the Board, submitted the statement(s) and report as required under Regulation 32 of the SEBI Listing Regulations to both the exchanges where the shares of the Company are listed.

18. INDUSTRIAL RELATIONS

During the year under review, the Industrial Relations remained cordial. Your Company is committed to uphold its excellent reputation in the field of Industrial relations.

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

The Company has zero tolerance for sexual harassment at its workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at the workplace 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. Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed an Internal Complaint Committee ("ICC") for its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a detailed policy for prevention of sexual harassment at workplace which ensures a free and fair enquiry process with clear timelines for resolution.

The Policy is uploaded on the website of the Company at https://ratnaveer.com/policy/ Policy on PreentionofSexualHarassment.pdf.

During the Year under review, the details regarding complaints on sexual harassment are given as under. a. Number of complaints of sexual harassment received in the year: NIL b. Number of complaints disposed off during the year: NA c. Number of cases pending for more than ninety days: NA

Further, the details / disclosure pertaining to number of complaints filed and disposed during the FY 2024-25 and pending as on end of the financial year i.e. 31^st March, 2025 has been provided in the Corporate Governance Report which is forming part of this Report.

20. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

During the FY 2024-25 The Company has implemented the policy for the benefit of the maternity in compliance of the provisions of the Maternity Benefit Act, 1961.

During the Year under review, there was no any application received for the maternity leave and for other benefits applicable under the Maternity Benefit Act, 1961.

21. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse Board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The policy is available on our website at https:// ratnaveer.com/policy/BoardDiversityPolicy.pdf.

22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to section 197 (12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company is given in Annexure "A". The disclosure is available for inspection by the Members at the Registered Office of your Company during business hours on all working days of the Company up to the date of the ensuing AGM. Any Member interested in obtaining such information may send their email to cs@ratnaveer.com .

There is no Employee in the company who was / is drawing remuneration more than managerial personnel nor there did any employee who has drawn remuneration more than Rs.102.00 Lakhs p.a. or 8.50 Lakhs p.m. as describe under Rules Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Salary of Mr. Vijay Sanghavi is 54,00,000 p.a. as per CG Report and Babulal Sir is 8,41,848 p.a.

23. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company incorporated one foreign wholly owned subsidiary Company at UAE namely Ratnaveer Stainless Inox LLC (Limited Liability Company), which received business license on 17^th October, 2023. Further, the company does not have any material subsidiary in terms of Companies Act, 2013 read with Listing Regulations. The Said subsidiary Company is yet to commence business operation. Hence Consolidation of Financial Statement is not applicable. Hence, the Statement containing salient features of the financial statement of subsidiaries Company as per the Companies Act, 2013 is not provided herewith.

The Company does not have any joint venture or associate company.

24. CREDIT RATING

During the financial year under review, the long term and short term credit ratings of your Company has been to "IVR BBB+/Positive Outlook" and "IVR A2" respectively.

25. RELATED PARTY TRANSACTIONS

During the FY 2024-25, the Company has entered into transactions with related parties as defined under Section 2(76) of the Act read with Companies (Specification of Definitions Details) Rules, 2014, all Related Party Transactions as entered into during the financial year were at Arms Length basis and were in ordinary course of business. No materially significant related party transactions were entered by the Company with Promoters, Directors, Key Managerial Personnel, other designated persons or other related parties, which may have potential conflict with the interest of the Company at large. All related party transactions were approved by the Audit Committee, as well as, the Board of Directors. The summary of such transactions is given in Note No. 42 of ‘Notes forming part of Accounts.

The Policy on Related Party Transactions has been uploaded on the Companys Website, web_link of which is https://ratnaveer.com/policy/Relatedpartypolicy2024-25. pdf Form AOC – 2 as required under section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 is attached as Annexure "A (1)".

26. DISCLOSURE ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of Sub-section 3(m) of Section 134 of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure "B" forming part of this report.

27. ANNUAL RETURN

As per provisions of Section 92 and 134(3) (a) of the Companies Act, 2013 read with Rules made thereunder, the Annual Return in Form no. MGT-7 for the FY 2024-25 is placed on the website of the Company, web-link of which is https://ratnaveer.com/ annualreturn.html

28. CORPORATE SOCIAL RESPONSIBILITY ("CSR") POLICY

Your Company fall within the purview of Section 135 of the Companies Act, 2013. The Company has constituted Corporate Social Responsibility Committee and has initiated action to spend CSR amount during the year 2024-25. The Corporate Social Responsibility report is enclosed as Annexure "C". The Company is actively associated with various social activities undertaken by different Trusts and Societies, without any legal and statutory requirements. As a constructive partner in the communities in which it operates, the Company has been taking concrete action to realize its social responsibility objective. The Company has been playing a proactive role in the socio-economic growth and has contributed to all spheres ranging from sports, health, education, environment conservation etc.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a well-defined Whistle Blower Policy and has established Vigil Mechanism which provides adequate safeguards against victimization of Reporting persons who follow such mechanism and also make provisions for direct access to the Chairman of Audit Committee in appropriate cases. The Vigil Mechanism / Whistle Blower Policy has been placed on the Companys website https://ratnaveer.com/ policy/VigilMechanismWhistleBlowerPolicy.pdf .

30. POLICY ON NOMINATION AND REMUNERATION

In compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down a Nomination and Remuneration policy which has been uploaded on the Companys website. The web-link for Nomination & Remuneration Policy is https://ratnaveer.com/policy/ NominationandRemunaerationPolicy.pdf. The salient features of the NRC Policy are as under:-

a) Setting out the objectives of the Policy

b) Definitions for the purpose of the Policy

c) Policy for appointment and removal of Director, KMP and Senior Management.

d) Policy relating to the remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees. The details with respect to terms of Reference are provided in the Corporate Governance Report form part of this report.

31. RISK MANAGEMENT POLICY

The Risk Management Process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process so that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section.

32. COMMITTEES OF THE BOARD

The Company has already formed the following Committees to ensure timely compliances and better corporate governance of all the applicable rules and regulations:

(i) Audit Committee,

2) Nomination & Remuneration Committee and

3) Stakeholders Relationship Committee. The details about these committees are given in the Corporate Governance Report.

Further as per Section 177(8) of the Act, as amended from time to time, there have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board of Directors.

33. INSURANCE

The properties of the Company including plant and machinery, stocks etc. have been adequately insured. The Company has also taken adequate insurance cover for loss of profit and Standing Charges. In terms of Regulation 25(10) Listing Regulations, the Company has also taken Directors and Officers Liability Policy to provide coverage against the liabilities arising on them.

34. FINANCE

During the year under review, your Company availed various financial facilities from the existing Bankers as per the business requirements. Your Company has been regular in paying interest and in repayment of the principal amount of the term lenders.

35. AUDITORS

A) STATUTORY AUDITORS

M/s. Pankaj R. Shah & Associates; Chartered Accountants (FRN: 107361W) Ahmedabad who were appointed as Statutory Auditors of the Company at the 20^th Annual General Meeting will continue as such for the term of five years.

The Statutory Auditors report does not contain any qualification, reservation or adverse remark and is self-explanatory and unmodified and thus does not require any further clarifications / comments.

B) SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed TNT and Associates, (CP No: 3123) a firm of Practicing Company Secretaries, Vadodara, as Secretarial Auditors to undertake Secretarial Audit of the Company for first term of five years i.e. from 23^rd Annual General Meeting till the conclusion of 28^th Annual General Meeting of the Company to be held for the FY 2029-30 on the terms and conditions as mentioned in the notice convening [.] Annual General Meeting forming part of this report. The Secretarial Audit Report for the financial year 2024-25 is annexed herewith as Annexure "D".

C) COST AUDITOR

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act. M/s. Ashish Bhavsar & Associates, Cost Accountants, have been appointed as Cost Auditors for audit of Cost Records and Statements for the financial year 2025-26. The proposed remuneration for the said financial year, as stated in the notice of the ensuing Annual General Meeting, is to be confirmed by the shareholders as required under section 148 of the Act. The Company has received certificate from the Cost Auditors for eligibility u/s 141(3)(g) of the Act for appointment as Cost Auditors and his / its independence and arms length relationship with the Company.

Further the company has made and maintained proper Cost Records as specified by the Central Government under Section 148 (1) of the Companies Act, 2013 for its business activities carried out during the year.

D) INTERNAL AUDITORS

M/s. Bhadresh K Mehta & Co (Memb No-39858), Chartered Accountants, Vadodara have been appointed as Internal Auditors for conducting internal audit of the Company for the financial year 2025-26.

Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the Auditors Reports;

No disqualifications, reservations, adverse remarks or disclaimers have been reported in any Auditors Reports, requiring any explanation or comments by the Board of Directors of the Company.

36. REPORTING OF FRAUD DURING THE YEAR UNDER REVIEW

During the FY 2024-25, The Auditors have not reported any instances of frauds committed in your Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

37. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

The Company has complied with all the applicable requirements of Corporate Governance as stipulated in Regulations 17 to 27 and clauses (b) to (i) of Sub-Regulation (2) of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Separate Report on Corporate Governance and a Certificate obtained from TNT & Associates, Practicing Company Secretaries, regarding compliance with the conditions of Corporate Governance.

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

No significant and/or material orders were passed by any Regulator or Court or Tribunal impacting the going concern status and the Companys operation in future.

39. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems, commensurate with the size and scale of the Company. However, looking to the need of the time it has been decided to widen the scope of internal audit and accordingly internal auditors have been appointed who submit their periodical reports to the Board and their advices are adopted and needful is done, if required for better control.

40. UNCLAIMED EQUITY SHARES AND DIVIDEND AND TRANSFER OF FUND TO IEPF AUTHORITY

During the year under review, no amount was required to be transferred to Investor Education and Protection Fund (IEPF) as Company has not declared any dividend in the past.

Your Company has appointed Mr. Umang Lalpurwala, Company Secretary & Compliance Officer and also as Nodal Officer of the Company. Details of the same are available on the website of the Company at https://ratnaveer.com/investorsgrievances.html.

41. SECRETARIAL STANDARDS

All the applicable secretarial standards issued by the Institute of Company Secretaries of India (ICSI) with respect to Board and General Meeting are being followed by the Company.

42. DEPOSITS

The Company has not accepted any fixed deposits, within the meaning of section 73 of the companies Act 2013, Read with the Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

43. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

During the FY 2024-25 the Company has not availed any loan(s) from the Directors or their Relatives.

44. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

During the year under review, no such instance where the Company has failed to complete or implement any corporate action within specified time limit.

45. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 ("IBC")

There is no such proceeding or appeal pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and at the end of the financial year, even upto the date of this report.

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

No such instance of One-time settlement or valuation was done while taking or discharging loan from the Banks / Financial institutions occurred during the year.

47. REVISION IN FINANCIAL STATEMENT OR BOARDS REPORT

During the year under review, no revision in Financial Statement or Boards Report has been made pursuant to section 131 of the Companies Act, 2013.

48. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

As on the date of this Report, your Directors are not aware of any circumstances not otherwise dealt with in this Report or in the financial statements of your Company, which would render any amount stated in the Accounts of the Company misleading. In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report, which would affect substantially the result or the operations of your Company for the financial year in respect of which this report is made.

49. CAUTIONARY STATEMENT

Statements in the Annual Report, including those which relate to Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations, may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

50. ACKNOWLEDGEMENTS

The Bankers and financial institutions have extended their full support, cooperation and valuable assistance to the Company. Your Directors place on record their appreciation for the same.

For and on behalf of the Board of Directors of	NAME: VIJAY R. SANGHAVI
RATNAVEER PRECISION ENGINEERING LIMITED	Chairman
DATE: 28.07.2025	(DIN: 00495922)
PLACE: VADODARA