Rico Auto Industries Ltd Directors Report

To the Shareholders,

Your Directors take pleasure in presenting the 42 nd Annual Report of your Company, together with the Audited Financial Statements for the year ended 31 st March, 2025.

FINANCIAL RESULTS

( in Crores)

Standalone Consolidated

Particulars	Current Year 2024-25	Previous Year 2023-24	Current Year 2024-25	Previous Year 2023-24
Total Revenue	1641.49	1682.39	2225.21	2174.46
Profit before Interest, Depreciation and Exceptional Items	164.94	192.38	201.28	236.75
Interest and Financial Charges	40.41	45.51	55.99	58.24
Profit before Depreciation, Exceptional Items and Tax	124.53	146.87	145.29	178.51
Depreciation	88.91	103.85	101.56	118.50
Profit before Exceptional Items and Tax	35.62	43.02	43.73	60.01
Exceptional Items	1.14	2.58	1.14	2.58
Profit/(Loss) before Tax (PBT)	34.48	40.44	42.59	57.43
Tax Expense	11.57	9.59	21.18	18.49
Profit after Tax	22.91	30.85	21.41	38.94
Other Comprehensive Income (net of tax)	(4.13)	2.74	(3.41)	2.57
Total Comprehensive Income	18.78	33.59	18.00	41.52

STATE OF COMPANYS AFFAIRS

On Standalone basis revenue from operations is ^1,641.5 crores. The Profit After Tax stood at Rs22.91 crores and the EBITDA margin is 10.1%. During the year our sales grew marginally by 2.3%, despite the ongoing global challenges, which reduced our exports by approximately ^100 crores compared to the previous year. Consolidated Total Revenue stood at Rs2,225.2 crores compared to Rs2,174.5 crores in the previous year. The Profit After Tax stood at Rs21.41 crores, as against Rs38.94 crores in the previous year. The EBITDA margin was down to 9.0%, from 10.9% in the previous financial year.

Your Companys performance remained stable despite facing macroeconomic headwinds, supply chain disruptions and geopolitical uncertainties during the financial year 2024-25. We successfully expanded our presence in the Hybrid Vehicle Segment, which is beginning to deliver good results. Additionally, we have strengthened our business relationships with key OEMs such as Maruti Suzuki, BMW, Toyota, Tata, AISIN, Musashi and Hero. The Company has created a new Non-Automotive business vertical to focus on- Railways and CNC Machines. Railways product portfolio would include manufacturing high-quality cast & machined components for Tracks, Wagons & Carriages utilizes the current surplus capacities. Supplies have already started.

Over the past two decades, the Company has built a strong reputation as a reliable exporter of critical components, underpinned by robust quality systems. To effectively support and manage its international clientele, the Company has established a comprehensive network of warehousing facilities in Europe (Germany, France) and USA (Detroit, North Carolina) and business representations across key global markets. The Company recorded an export turnover of ^326.86 crores during the year under review compared to Rs426.43 crores in the previous year. This decline was primarily attributable to a global slowdown in Electric Vehicle (EV) sales. Despite this, the Company has continued to strengthen its focus on export segment and has secured new export business from leading global customers, namely GKN, Knorr-Bremse, Daimler and Cummins which will grow our exports by 20% in the current Financial year.

Further details as regards the efforts of your Company have been mentioned in the Management Discussion and Analysis section of this report.

OUTLOOK OF THE COMPANY

The global automotive industry is undergoing significant transformation, driven by advancements in Internal Combustion Engine (ICE), CNG, Hybrid Electric, Plug in Hybrid Battery Electric, Flex Fuel and Fuel Cell Electric Vehicles. The Company is well-positioned to capitalize on these emerging trends by leveraging its technological expertise and robust capabilities.

Your Company anticipates good growth over the next few years driven by an increase in demand of components for Hybrid, Electric and ICE vehicles for Domestic and Export markets. We have new additional confirmed orders of ^720 crores peak sales per annum from Maruti, TATA, Toyota, Musashi, Knorr Bremse, AISIN, GKN etc. over and above current production. Currently these programs are under development and will go into SOP starting current FY and will touch their peak volume by 2027.

We are expanding our businesses by strengthening development of system level products, braking system competencies and structural parts. In addition, exploring new domestic and international markets by delivering innovative Engineering and Manufacturing solutions to achieve our goals.

The first quarter ended 30 th June, 2025, recorded a total revenue of ^389.83 crores as against the total revenue of ^399.96 crores in the corresponding quarter of the previous year. Consequently, the profit after tax stood at Rs4.54 crores for the first quarter as against the profit of Rs3.43 crores in the corresponding quarter of the previous year. The Company is confident of improving the turnover and margin during the remaining part of the year.

DIVIDEND

Your Directors are pleased to recommend for your approval a Dividend @ 50 percent i.e. TO.50 per Equity Share of ^1/- each for the financial year 2024-25 amounting to ^6.76 crores on the equity share capital of

Rs13.53 crores. The dividend payout is as per Dividend Distribution Policy which is available on the website of the Company at https://ricoauto. com/files/Dividend%o20Distribution%o20Policy.pdf.

TRANSFER TO RESERVES

Limited and Rico Fluidtronics Limited are material subsidiaries of the Company.

Amalgamation of Subsidiaries - Rico Fluidtronics Limited with Rico Jinfei Wheels Limited

During the year under review, no amount has been transferred to the Reserves.

SHARE CAPITAL

The Paid-up Share Capital as on 31 st March, 2025 was ^13,52,85,000/- divided into 13,52,85,000 equity shares of Rs1/- each. During the year under review, your Company has neither issued shares with Differential Voting Rights nor granted Stock Options or Sweat Equity. The Authorised Share Capital of your Company is ^270.00 crores.

CREDIT RATING

CRISIL Ratings Limited, Credit Rating Agency has assigned its CRISIL A/Stable/CRISIL A1 ratings to the bank facilities of Rico Auto Industries Limited based on a consolidated view of the Company and its Subsidiaries business on the back of their similar business profile, Common Treasury and Management Team and the instrument wise rating actions are given below:

Total Bank Loan Facilities Rated	615 Crores
Long Term Rating	CRISIL A/Stable (Assigned)
Short Term Rating	CRISIL A1 (Assigned)

PLANTS AND FACILITIES

The Company has well developed modern flexible manufacturing facilities to meet customer expectations. These facilities are geographically spread to strategically located and de-risk its operations. The Company has launched various new businesses for optimum utilization of its existing capacities.

The Company has continually increased the use of renewable sources both from Solar and Wind energy in its plants. This will support our target of reducing carbon footprint and also savings in energy cost.

The readiness of the upcoming new Facility at SIPCOT Industrial Park, Shoolagiri, Hosur, Tamilnadu is in progress and expected to start its commercial production during Q4 of the current financial year. This will cater to the requirements of Toyota, AISIN and other OEMs in southern region primarily for Hybrid and EVs.

The details of Plants and Facilities are given in the Corporate Governance Report.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013 read with rules made thereunder the appended Audited Consolidated Financial Statements of the Subsidiaries and the Joint Venture Company forms part of the Annual Report.

A Statement containing salient features of the financial statements of Subsidiaries and Joint Venture Company has been provided in Form AOC-1 which is annexed and forms part of this Report.

Further, audited financial statements of the Subsidiaries and Joint Venture Company have also been placed on the website link of the Company https://www.ricoauto.in/investor-relation.html.

The Company will make available these documents upon request by any member of the Company interested in obtaining the same.

SUBSIDIARY AND JOINT VENTURE COMPANIES

Your Company has seven (7) Subsidiaries. There was no material change in the nature of the business of any Subsidiary Company. Pursuant to SEBI (LODR) Regulations, 2015, Rico Jinfei Wheels

The Honble National Company Law Tribunal, Chandigarh ("NCLT"), vide its order dated 1 st July, 2025, has approved the scheme of amalgamation of M/s. Rico Fluidtronics Limited with and into M/s. Rico Jinfei Wheels Limited, with appointed date being 1 st April, 2023. The certified copy of order received on 4 th July, 2025.

A. Rico Fluidtronics Limited (Merged with Rico Jinfei Wheels Limited vide NCLT Order dated 1 st July, 2025)

This Company is in the business of supplying Oil and Water Pumps for PV and CV applications. The key customers are Maruti Suzuki, Mahindra & Mahindra, Renault Nissan and Volvo. During the year under review, this Company has recorded a total revenue of ^258.99 crores as against Rs223.72 crores in the previous year. This Company has earned a profit after tax of ^21.48 crores as against profit after tax of Rs17.52 crores in the previous year. The Company has installed additional manufacturing capacities to support additional volumes of expanding business.

The Company has declared and paid a dividend of ^19.43 crores on Equity Share of Rs10/- each during the Financial year 2024-25.

During the financial year and period under review, your Company has not made an additional investment in this Subsidiary.

B. Rico Jinfei Wheels Limited (Subsidiary and Joint Venture)

This Company is a Material Subsidiary of your Company, specialize in designing and producing light weight, durable, and aesthetically superior alloy wheels for scooters, motorcycles, and electric two-wheelers. Our in-house R&D team collaborates with key customers like Hero, Bajaj and Honda to develop custom designs that align with evolving market trends and rider preferences. This Company has recorded a total turnover of ^387.98 crores during the financial year ended 31 st March, 2025 as against Rs312.57 crores in the previous year. This Company has made a net loss of ^6.26 crores as against the profit of Rs2.25 crores in the previous year. This was due to one time loss of Rs6.87 crores on sale of asset during the year. Further, this Company has recorded a total turnover (Post Merger) of Rs159.14 crores for the quarter ended 30 th June, 2025. The Company has earned Profit after tax (Post Merger) of ^8.02 crores for the quarter ended 30 th June, 2025.

During the financial year and period under review your Company has not made an additional investment in this Subsidiary.

C. AAN Engineering Industries Limited

AAN, an AS 9100D Certified Company, defines it as a "Manufacturer of Precision Machined Components & Assemblies" including systems for the Aerospace, Naval and Defence Industry and all other forces.

AAN offers an extensive array of services for the manufacture of components/sub-systems and system sheet metal within the Defence, Naval & Aerospace Industry. These include Design and Development of Tooling, Casting, Machining and Assembly, supported by CAD, CAM, CAE and R&D testing facilities. AAN works with a wide range of Raw Materials - Aluminum Alloy, Alloy Steel and High Manganese Steel and Raw Material/ Castings as required by the client.

AAN Engineering as a part of consortium has partnered with a leading OEM of Containerized Shooting Ranges and is one of the key shortlisted companies by the Ministry of Defence

permitted to participate in these tenders which are being handled under Make in India programmes. The Company has set up a new state of art production facility for manufacturing of Indoor Containerised Shooting Range, and is in the process of fulfilling several tenders which it has won.

The Company also has signed Transfer of Technology (ToT) with TBRL (DRDO) for Design & Manufacturing of Baffle Shooting Ranges for Indian and Global Armed forces. This positions the Company as DRDO key strategic industry partner and supplier for niche technology globally. There is growing demand and requirement of Baffles Ranges across Indian Armed & Paramilitary forces and the Company is fully geared to deliver the same. The Company has also acquired a Defence Industrial License for the same and has completed site inspection of numerous defence sites as part of validation and design consultancy, thereby paving the way for upcoming tenders of these ranges.

AAN is already empaneled and registered with the Special Products division of Electronics Corporation of India Limited (ECIL), Hyderabad, Bharat Electronics Limited (BEL), Pune, Bharat Earth Movers Limited (BEML), Bangalore, Engine Divisions of Hindustan Aeronautical Limited (HAL) (Bangalore, Nasik and Koraput), Heavy Vehicles Factory (HVF) Avadi, Army Base Workshop, Army Directorate of Indigenization and various Ordnance Factories and has a Defence Industrial License for Ammunition manufacturing due to which it is placed favorably as a supplier to all.

AAN embodies your Companys Defence Outfit and Strategic Investment. With the mission Atma Nirbhar Bharat, more involvement with Defence sector is foreseen.

During the year under review, the Company recorded a total revenue of Rs9.49 crores as against Rs16.34 crores in the previous year. During the year, the Company has earned a profit after tax of ^1.40 crores as against a profit of ^1.09 crores in the previous year.

This Subsidiary has recorded a total revenue of ^5.85 crores in the first quarter ended 30 th June, 2025 as against TO.64 crore in the corresponding quarter of the previous year. The Company earned a profit after tax of TO.49 crore for the first quarter ended 30 th June, 2025 as against TO.02 crore in the corresponding quarter of the previous year.

During the financial year and period under review your Company has not made an additional investment in this Subsidiary.

D. Rico Friction Technologies Limited

The Company is engaged in manufacturing of Friction material for Automotive application. This Company has recorded a total turnover of Rs6.92 crores during the financial year ended 31 st March, 2025 as against Rs4.22 crores in the previous year. This Company has earned a profit after tax of Rs1.75 crores in the financial year ended 31 st March, 2025 as against the profit after tax of Rs0.82 crore in the previous year. This Company has declared and paid final dividend of ^0.98 crore (90%) of ^9.00 per Equity Share of Rs10/- each for the financial year 2024-25.

Further, this Company has recorded a total turnover of Rs1.56 crores for the quarter ended 30 th June, 2025 as against Rs1.56 crores in the corresponding quarter of the previous year. The Company has earned a profit after tax of TO.34 crore for the quarter ended 30 th June, 2025 as against the profit after tax of TO.37 crore in the corresponding quarter of the previous year.

During the financial year and period under review your Company has not made an additional investment in this Subsidiary.

E. Rico Auto Industries Inc., USA

This Company is engaged in the business of trading of Auto Components and providing warehousing, logistics and last mile support to our OEM and Tier-I Customers in North America, Mexico and Brazil for goods manufactured by your Company. The Company recorded a total turnover of Rs122.39 crores during the financial year ended 31 st March, 2025 as against ^155.33 crores in the previous year. The Company earned a profit after tax of Rs1.04 crores in the financial year ended 31 st March, 2025 as against Rs1.51 crores in the previous year. The Company has not declared any dividend for the financial year ending 31 st March, 2025.

This Subsidiary has achieved a total turnover of Rs36.42 crores for the first quarter ended 30 th June, 2025 as against Rs29.33 crores in the corresponding quarter of the previous year. The Company earned a profit after tax of TO.27 crore for the first quarter ended 30 th June, 2025 as against a profit after tax of TO.12 crore in the corresponding quarter of the previous year. During the financial year and period under review, your Company has not made an additional investment in this Subsidiary.

F. Rico Auto Industries (UK) Limited, U.K.

There is a change of business model of your Company according to which it has started direct supplies to many of the European Customers after Brexit. The Company incurred a loss of TO.62 crore in the financial year ended 31 st March, 2025 as against loss of ^0.51 crore in the previous year.

G. Rico Care Foundation (Section 8 Company)

Your Companys investment in this Company stands at Rs2,99,000/- (59.80% of the total paid-up capital) as on 31 st March, 2025. The Company is registered under Section 8 of the Companies Act, 2013 and is undertaking Corporate Social Responsibility (CSR) activities on behalf of Rico Group Companies.

The financials of the aforesaid Company have not been considered for consolidation in the accounts of your Company.

ASSOCIATE COMPANIES

A. Roop Ram Industries Private Limited

This Company is associated with your Company as per the terms and conditions of the Power Purchase Agreement (PPA) for supply of Sustainable Solar Power. There is no change in investment of Rs2.43 crores (24,34,640 fully paid-up equity shares of Rs10/- each, 26% of the total paid-up capital) during the year. From 17 th February, 2022, your Company has started procuring 1.40 crores units per year of Solar Power from the said Company resulting in an approximate savings of ^1.80 crores annually.

The financials of the aforesaid Associate Company have not been considered for consolidation in the accounts of your Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA)

Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, MDA is annexed which forms part of this Report.

RISK MANAGEMENT

Business risk evaluation and its management is an ongoing process within the Company. The Board has constituted a Risk Management Committee to frame, implement, monitor and review the Risk Management Policy and to ensure its effectiveness. Details of the Risk Management Committee are given in the Corporate Governance Report. The policy is available on the website link of the Company https://ricoauto.m/nles/Key%o20Policies.pdf. The Audit Committee has an additional oversight on the financial risks and controls.

HUMAN RESOURCES

Please refer to the paragraphs on Human Resources in the Management Discussion & Analysis section for detailed analysis. During the year under report, the Industrial relations with personnel remained cordial, at all Plants.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has in place an Internal Complaint Committee to redress the complaints and circumstances regarding the behavior of sexual harassment at workplace. The Policy for the same is placed on the intranet for the benefit of its employees. There were no complaints received from any employee during the year under review.

who being eligible, has offered himself for re-appointment. A brief resume of Shri Rajiv Kumar Miglani is given in the Notice of the AGM.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31 st March, 2025 are:

i) Shri Arvind Kapur, Chairman, CEO and Managing Director;

ii) Shri Kaushalendra Verma, Whole-time Director (Designated as Executive Director);

iii) Shri Rajiv Kumar Miglani, Whole-time Director (Designated as Executive Director);

iv) Shri Samarth Kapur, Whole-time Director (Designated as Executive Director);

v) Shri Rakesh Kumar Sharma, Chief Financial Officer; and

vi) Ms. Ruchika Gupta, Company Secretary & Compliance Officer.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended and forming part of this Report for the year ended 31 st March, 2025 are set out in the Annexure of this Report.

However, the Annual Report, excluding the Annexure, is being sent to the Members of the Company in terms of the provisions of Section 136 of the Companies Act, 2013. A Member who is interested in obtaining these particulars may write to the Company Secretary at cs@ricoauto.in.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability Report (BRSR) as prescribed by the SEBI Listing Regulations, 2015 has been prepared and forms part of this Annual Report for the financial year 2024-25.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The adequacy of Internal Financial Controls is discussed in Management Discussion and Analysis, which forms part of this Report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance containing General Shareholders information, along with the Certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as a part of this Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Board consists of Ten Directors - Four Executive Directors, one Non-Executive Non-Independent Director and Five Non-Executive Independent Directors including one Woman Independent Director. They all have considerable experience in their respective fields. The Chairman of the Board is an Executive Director.

During the year, Ms. Shikha Kapur has been appointed as NonExecutive Non-Independent Director on 1 st April, 2024. Shri Prabhakar Kadapa and Shri Kanav Monga were appointed as Independent Directors of the Company on 30 th September, 2024 and 3 rd October, 2024 respectively. Shri Arvind Kapur, was re-appointed as Chairman, CEO & Managing Director. The appointments have been approved and regularised by the Shareholders through the Postal Ballot, the details of which forms part of Corporate Governance Report.

In accordance with the provisions of the Companies Act, 2013, Shri Rajiv Kumar Miglani (DIN:06873155), Executive Director of the Company will retire by rotation at the forthcoming AGM and

DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF THE CODE OF CONDUCT

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act read alongwith the Rules made thereunder and are independent of the Management.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have carried out the annual evaluation of its own performance, the Individual Directors including the Chairman as well as the evaluation of the working of its committees. The evaluation of Board as a whole and Non-Independent Directors including Chairman was done by the Independent Directors in their meeting held on 20 th February, 2025. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

BOARD MEETINGS

During the year under review, Six Board Meetings were held, and one separate meeting of Independent Directors was held, the details of which forms part of Corporate Governance Report.

AUDIT COMMITTEE

Your Company has an Audit Committee to meet the requirements of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the Audit Committee are given under the Corporate Governance Report. There are no recommendations of the Audit Committee which were not accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

Your Company has in place a duly constituted Nomination and Remuneration Committee to meet the requirements of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015. Details of the Nomination and Remuneration Committee are given under the Corporate Governance Report.

The Board has framed (i) Policy on Board Diversity; and (ii) Nomination & Remuneration Policy which lays down a framework in relation to the remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. This Policy is placed on the website link of the Company https://ricoauto.in/ files/Key%20Policies.pdf.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of the Companies Act, 2013, the amount to be spent during the financial year 2024-25, worked out to be Rs68.99 lakhs. The Company has spent an amount of Rs68.99 lakhs towards the CSR activities/ projects through M/s. Rico Care Foundation, Section 8 Company as specified in CSR Policy of the Company during the financial year 2024-25. The CSR activities of the Company are being monitored by the CSR Committee. The focus area of CSR activities is as per Schedule VII of the Companies Act, 2013.

The details about the policy on Corporate Social Responsibility ("CSR") including initiatives taken on CSR, the annual report on CSR activities and the composition of CSR Committee are annexed and forms part of this report. The Policy is available on the website link of the Company https://ricoauto.in/files/Key%20Policies.pdf.

VIGIL MECHANISM

The Company has established Vigil Mechanism/Whistle Blower Policy for Directors, Employees, Clients, Vendors, Suppliers and Contractors as an avenue to report concerns including unethical behavior, actual or suspected, frauds or violation of the Companys code of conduct. The same meets the requirements of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is available on the website link of the Company https://ricoauto.in/ files/Key%20Policies.pdf. During the year under review, no matter has been received under this policy.

RELATED PARTY TRANSACTIONS AND MATERIAL SUBSIDIARIES

The Company has duly approved policies for determining the Material Subsidiaries and Material Related Party Transactions.

These Policies are available on the website link of the Company https:// ncoauto.m/files/Key%20Policies.pdf. All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis and approval of the Audit Committee was sought for entering into related party transactions. No material related transactions were entered during the financial year, accordingly there are no particulars to report in Form AOC-2 which is annexed and forms part of this Report. As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a return has been filed with BSE/NSE. Please also refer to note no. 45 to the standalone financial statements for related party disclosures.

LISTING OF EQUITY SHARES

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of investments made, loans and guarantees given are provided in the standalone financial statements. (Please refer to note 6, 7 and 40 of the standalone financial statements).

FIXED DEPOSITS

The Company has not accepted deposits from the public during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability confirm that:

i) in the preparation of the annual accounts for the financial year ended 31 st March, 2025, the applicable accounting standards have been followed and there are no material departures;

ii) appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2025 and of the profit for the year 1 st April, 2024 to 31 st March, 2025;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

iv) the annual accounts for the financial year ended 31 st March, 2025 have been prepared on a going concern basis;

v) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

STATUTORY AUDITORS

M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No.101248W/W-100022) were appointed as Statutory Auditors of your Company at the 39 th Annual General Meeting (AGM) held on 30 th September, 2022, to hold office for a term of five consecutive years till the conclusion of 44 th AGM to be held in the year 2027.

As required under Regulation 33 of the SEBI (LODR) Regulations, 2015, the Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Reports given by the Statutory Auditors on the financial statements (Standalone and Consolidated) of the Company for the financial year 2024-25 forms part of this Annual Report. The said Reports are unmodified and there are no qualifications, reservations, adverse remarks or disclaimer.

INTERNAL AUDITORS

The Board on the recommendation of the Audit Committee has appointed M/s. Grant Thornton Bharat LLP (LLPIN: AAA-7677) as the Internal Auditors of the Company for the Financial Year 2025-26.

The Equity Shares of your Company are presently listed on the BSE Limited and National Stock Exchange of India Limited. The Annual Listing Fees have been paid for the financial year 2025-26.

ANNUAL RETURN

The Annual Return of the Company as on 31 st March, 2025 is available on the website link of the Company https://ricoauto.in/ files/Annual%20Return.pdf.

COST AUDITORS AND MAINTENANCE OF COST RECORDS

The cost records as required under section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 are being prepared and maintained by the Company in order to ensure proper compliance.

The Board, on the recommendation of the Audit Committee, has re-appointed M/s. MM & Associates, Cost Accountants (Firm

Registration No.000454) as Cost Auditors to carry out the cost audit of the Company for the financial year 2025-26. In terms of Section 148 of the Companies Act, 2013 and the rules made thereunder, remuneration of Cost Auditors is to be ratified by members of the Company. Accordingly, a resolution is included in the Notice of ensuing Annual General Meeting for your approval.

The Cost Audit Report for the financial year 2024-25 would be filed with the Ministry of Corporate Affairs, Delhi within the stipulated time.

SECRETARIAL AUDIT REPORT

The Board of Directors of the Company, on the recommendation made by the Audit Committee, had appointed Shri Vimal Chadha of M/s. Vimal Chadha & Associates, Practicing Company Secretary (FCS No. 5758; CP No. 18669 & Peer Review Certificate No.1889/2022), as the Secretarial Auditors of the Company for the financial year 2024-25.

Secretarial Audit Report under Section 204 of the Act read with Rules made thereunder and Regulation 24A of the Listing Regulations from Shri Vimal Chadha, is set out in Annexure to this Report.

The Secretarial Audit Report and Secretarial Compliance Report for the financial year 2024-25, does not contain any qualification, reservation, or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2024-25 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report has been submitted to the Stock Exchanges timely for the Financial Year 2024-25.

SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

TRANSFER OF UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Corporate Governance Report contains details of transfer of Unpaid/ unclaimed Dividends and Shares transferred to Investor Education and Protection Fund (IEPF).

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The relevant information as required by the provisions of Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is given in the Annexure forming part of this report.

SECRETARIAL AUDITORS

Pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Pursuant to Regulation 24A of SEBI (LODR) (Third Amendment) Regulations, 2024, with effect from April 1,2025, the listed companies have to obtain shareholders approval for appointment of Secretarial Auditors.

Accordingly, the Board of Directors of the Company at their Meeting held on 12 th August, 2025, based on the recommendation of the Audit Committee, approved appointment of M/s. PG & Associates, Practicing Company Secretaries, having Peer Reviewed Certificate No.6917/2025 as Secretarial Auditor of the Company, in accordance with the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of the SEBI Listing Regulations and other applicable provisions, if any, for a term of Five (5) consecutive years, commencing from 1 st April, 2025 till 31 st March, 2030, subject to approval of the Members of the Company at the AGM.

The Practicing Company Secretary holds a valid certificate of peer review issued by the Institute of Company Secretaries of India and that he has not incurred any of the disqualifications as specified under the Companies Act, 2013 and by the SEBI. The Company has received a written confirmation from the aforesaid firm to the effect that his appointment as the Secretarial Auditors of the Company, if made, will be as per the requirements laid down under the Companies Act, 2013 and SEBI Listing Regulations. In this regard, a Resolution for appointment is carried in the Notice of the Annual General Meeting.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY

The Secretarial Audit of Rico Jinfei Wheels Limited and Rico Fluidtronics Limited, Material Subsidiaries of the Company for the Financial Year 2024-25 was carried out pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Secretarial Audit Report of the Subsidiary do not contain any qualification, reservation or adverse remark or disclaimer. The report is annexed to this report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

?€? There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

?€? No fraud has been reported by the Auditors to the Audit Committee or the Board.

?€? There has been no change in the nature of business of the Company.

?€? There were no material changes and commitments affecting the financial position of the Company occurring between 31 st March, 2025 and the date of this Report.

?€? There is no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

?€? There was no instance of one-time settlement with any Bank or Financial Institution

APPRECIATION

Your Directors convey their appreciation for shareholders, customers, suppliers as well as vendors, bankers, business associates, regulatory, and government authorities for their continued support.

The Board of Directors place on record sincere gratitude to all employees for their unwavering dedication, resilience, and collaborative spirit. We are confident in our ability to drive our continued success in the years ahead.

On behalf of the Board of Directors

Arvind Kapur

Chairman, CEO &

Place : Gurugram Managing Director

Date : August 12, 2025 (DIN: 00096308)

INFORMATION UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014 AND FORMING PART OF THE DIRECTORS REPORT FOR THE YEAR ENDED 31 st MARCH, 2025

The details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are as follows:

A. Conservation of Energy

i)

ii)

Steps taken or impact on the conservation of energy

Energy Conservation is an ongoing process, taken as a challenge. The various measures taken by your Company are:

a) Utilizing alternate sources of energy

The Company has taken following initiatives for

consumption of Green Energy to reduce the carbon

footprint in the environment:

- Using Captive Solar Energy in Gurugram Plant (10 MW).

- Using Solar and Wind Power in our Chennai Plant (2 MW).

- Start using Roof Top Solar at Bawal Plant (1.40 MW).

- Start using Roof Top Solar Power at Rico Jinfei Wheels Limited, Manesar Plant (450 KW).

b) Benefits of Energy Conservation measures

- Increase in the share of renewable energy usage by 81.51%.

- Reduction in overall energy consumption by 25.70%.

- Reduction in GHG emissions by 16.38%. Capital Investment on Energy Conservation Equipment

No Capital investment made during the year 2024-25 in Energy conservation equipment. Various projects are finalized and will be executed in FY 25-26.

With the implementation of the various energy conservation projects in coming years, the energy cost is expected to be reduced which consequently will result in cost saving.

B. Technology Absorption

At Rico Auto, we remain focused on adopting advanced manufacturing technologies to improve productivity, product quality, and process consistency across our operations.

During the year, we continued to invest in automation and digitalisation across our casting and machining areas. This included the use of robotic systems, automated gauging, and conveyor-based material handling to enhance efficiency and reduce manual intervention.

We also made steady progress in digital integration through IoT-enabled systems for real-time monitoring and improved utilisation of equipment. In parallel, pilot projects using Artificial Intelligence were initiated to reduce process defects and support better decision-making on the shop floor.

To further strengthen quality control, the Company is implementing end-to-end traceability of components across key stages of manufacturing.

We remain committed to continuous technology upgradation and innovation to meet evolving customer needs and global quality standards.

i) Information regarding imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

a) The details of technology imported	NA
b) The year of import	NA
c) Whether the technology been fully absorbed	NA
d) If not fully absorbed, areas where absorption has not taken place, and the reason thereof :	NA

ii) Expenditure incurred on Research and Development

a) Capital Expenditure during - the year 2024-25	3.40 crores
b) Operating Expenditure -	14.36 crores
c) Total Expenditure -	17.76 crores
d) Total R&D expenditure as - percentage to total turnover	1.11%

C. Foreign Exchange Earnings and Outgo

Total foreign exchange used and earned:

(Rs in Crores)

Particulars	2024-25	2023-24
i) Expenditure in foreign currency	47.30	67.25
ii) Foreign Exchange earned	311.95	409.62

On behalf of the Board of Directors

Place : Gurugram Date : August 12, 2025

Arvind Kapur

Chairman, CEO & Managing Director (DIN: 00096308)