Rico Auto Industries Ltd Directors Report

To the Shareholders,

Your Directors take pleasure in presenting the 41^st Annual Report of your Company, together with the Audited Financial Statements for the year ended 31^st March, 2024.

FINANCIAL RESULTS

Particulars	Standalone		Consolidated
	Current Year 2023-24	Previous Year 2022-23	Current Year 2023-24	Previous Year 2022-23
Total Revenue	1682.39	1896.65	2174.46	2321.54
Profit before Interest, Depreciation and Exceptional Items	192.38	201.04	236.75	240.61
Interest and Financial charges	45.51	43.42	58.24	54.07
Profit before Depreciation, Exceptional Items and Tax	146.87	157.62	178.51	186.54
Depreciation	103.85	96.50	118.50	111.82
Profit before Exceptional Items and Tax	43.02	61.12	60.01	74.72
Exceptional Items	2.58	1.12	2.58	1.12
Profit/(Loss) before Tax (PBT)	40.44	60.00	57.43	73.60
Tax Expense	9.59	17.83	18.49	22.57
Profit after Tax	30.85	42.17	38.94	51.03
Other Comprehensive Income (net of tax)	2.74	1.78	2.57	3.84
Total Comprehensive Income	33.59	43.95	41.52	54.87

STATE OF COMPANYS AFFAIRS

Your Company during the year 2023-24 witnessed good financial performance despite macroeconomic challenges, supply chain disruptions and other geopolitical uncertainties. We have been successful in expanding our business towards Hybrid and Electric Vehicles, which is yielding good results. We have been able to increase our business from OEMs like Maruti Suzuki, BMW, Toyota and Hero.

The Company has recorded a Total Revenue of 1682.39 crores in the current financial year as against Rs.1896.65 crores in the previous year with a downswing of 11.29 percent. Your Company has earned a profit after tax of 30.85 crores during the year under report over the previous years profit of 42.17 crores. However, EBITDA margin has improved to 11.4 percent from 10.6 percent of the previous year.

Your Company has established its reputation as an exporter of critical components with robust quality systems over the past two decades. The Company has a network of warehousing and business representatives to support and manage its overseas customers.

The export turnover of your Company during the year under review was 426 crores as against 490 crores in the previous year due to downtrend in global EV sales. The Company has been focusing on increasing sales of Hybrid/Electric Vehicle components and added new export businesses from BMW, GKN, Bendix, Knorr Bremse and Cummins.

Your Company is engaged with domestic and global OEMs having strong presence in India to enhance its business through aggressive participation in upcoming models of Passenger Vehicles (Hybrid & Electric), Commercial Vehicles and Off Highway segment.

Further details as regards the efforts of your Company on this front have been dealt within the Management Discussion and Analysis section of this report.

DIVIDEND

Your Directors are pleased to recommend for your approval a Dividend @ 60 percent i.e. 0.60 per Equity Share of 1/- each for the financial year 2023-24 amounting to 8.12 crores on the equity share capital of

13.53 crores as against a dividend of 75 percent i.e. 0.75 per Equity Share of 1/- each amounting to 10.15 crores in the previous year on the same Equity Share Capital. The dividend payout is as per Dividend Distribution Policy which is available on the website of the Company at https://ricoauto.com/files/Dividend%20Distribution%20Policy.pdf

TRANSFER TO RESERVES

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, 2024 was 13,52,85,000/- divided into 13,52,85,000 equity shares of 1/- 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.

OUTLOOK OF THE COMPANY

The Global automotive market is poised for transformation with advancements in electrificaron, hybrid, autonomous driving and connectivity vehicles. Your Company is well positioned to capitalize on these trends, leveraging our technological expertise. Your Company anticipates good growth in the business of the Company over the next few years driven by an increase in demand of components for Hybrid, Electric and ICE vehicles for Domestic and Export market.

We are also expanding our product line by exploring new markets and customers and satisfying our existing customers by delivering superior automotive components to achieve our future business plans.

The first quarter ended 30^th June, 2024, recorded a total revenue of 399.96 crores as against the total revenue of 437.37 crores in the corresponding quarter of the previous year. Consequently, the profit after tax stood at 3.43 crores for the first quarter as

against the profit of 5.59 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.

PLANTS AND FACILITIES

The Company has well developed, sustainable plants to meet customer expectations. Your Companys plants and facilities have geographically spread to strategically l?cate and de-risk its operations. The Company is making optimum utilization of its existing capacities and has made a strategy for expansion and setting up new facilities to enhance the Customer reach.

The Company has replaced some of the non-renewable sources of emissions by use of Solar and Wind energy in its plants. This will support our target of reducing the carbon footprint of the Company and also savings on power cost.

The Company is setting up industrial unit for future expansion, at SIPCOT Industrial Park, Shoolagiri, Hosur, Tamilnadu, for manufacturing Auto Components to support OEMs in southern region.

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

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 Limited and Rico Fluidtronics are material subsidiaries of the Company.

A. Rico Fluidtronics Limited

This Company is in the business of supplying Oil and Water Pumps for PV and CV applications. The key customers are Maruti Suzuki, Renault Nissan, Mahindra, Volvo and GM. During the year under review, this Company has recorded a total revenue of 223.73 crores as against 138.29 crores in the previous year. This Company has earned a profit after tax of 17.52 crores in the financial year ended 31^st March, 2024 as against profit after tax of 8.16 crores in the previous year.

The Company has declared and paid a dividend of 14.78 crores (35%) of 3.5 per Equity Share of 10/- each for the financial year 2023-24 as against dividend of 7.60 crores in the previous year.

This Company has recorded a total revenue of 67.42 crores for the quarter ended 30^th June, 2024 as against 45.17 crores in the corresponding quarter of the previous year. The Company has earned a profit after tax of 7.25 crores for the quarter ended 30^th June, 2024 as against profit after tax of 4.86 crores 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.

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

This Company is a Material Subsidiary of your Company supplying Aluminium Alloy Wheels for 2-wheeler OEMs. The key customers are Hero, Bajaj and Honda. This Company has recorded a total turnover of 312.57 crores during the financial year ended 31^st March, 2024 as against 302.81 crores in the previous year. This Company has earned a net profit of 2.25 crores in the financial year ended 31^st March, 2024 as against the loss of 0.20 crore in the previous year.

Further, this Company has recorded a total turnover of 84.56 crores for the quarter ended 30^th June, 2024 as against 77.37 crores in the corresponding quarter of the previous year. The

Company has earned a loss of 2.79 crores for the quarter ended 30^th June, 2024 as against the profit of 0.74 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.

C. 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 has recorded a total turnover of 155.53 crores during the financial year ended 31 ^st March, 2024 as against 238.22 crores in the previous year. The Company earned a net profit after tax of 1.51 crores in the financial year ended 31^st March, 2024 as against 1.71 crores in the previous year. The Company has not declared any dividend for the financial year ending 31^st March, 2024.

This Subsidiary has achieved a total turnover of 29.33 crores for the first quarter ended 30^th June, 2024 as against 49.00 crores in the corresponding quarter of the previous year. The Company earned a profit after tax of 0.12 crore for the first quarter ended 30^th June, 2024 as against a profit after tax of 0.29 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. AAN Engineering Industries Limited

AAN Engineering Industries Limited (AAN) currently manufactures machined metal components. In the current year, the Company is placed favorably as supplier for supply of metal components of Electronic Fuses to large Defence Public Sector Companies. This technical engagement places the Company favorably for manufacturing and servicing this specific need for the Ministry of Defence over the next several years. The Company already has a Defence Industrial License for Ammunition manufacturing.

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.

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 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.

In current year the Company has signed Transfer of Technology (ToT) with DRDO for Design & Manufacturing of Baffle Shooting Ranges for Indian and Global Armed forces. This particular technical engagement positions the Company as DRDO key strategic industry partner and supplier for niche technology globally. There is huge demand and requirement of Baffles Ranges across Indian

Armed forces and the Company is fully geared to deliver the same to Defence Sector.

AAN is empaneled and registered with the Special Products divisi?n 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 and Army Directorate of Indigenization and various Ordnance Factories.

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 16.34 crores as against 15.73 crores in the previous year. During the year, the Company has earned a profit of 1.09 crores as against a profit of 1.30 crores in the previous year.

This Subsidiary has recorded a total revenue of 0.64 crore in the first quarter ended 30^th June, 2024 as against 4.13 crores in the corresponding quarter of the previous year. The Company earned a profit after tax of 0.02 crore for the first quarter ended 30^th June, 2024 as against 0.47 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 Friction Technologies Limited

The Company is engaged in manufacturing of Friction material for Automotive application. This Company has recorded a total turnover of 4.22 crores during the financial year ended 31^st March, 2024 as against 3.97 crores in the previous year. This Company has earned a profit after tax of 0.82 crore in the financial year ended 31^st March, 2024 as against the profit after tax of 0.60 crore in the previous year. This Company has declared and paid interim dividend of 1.09 crores (70%) of 7/- per Equity Share of 10/- each for the financial year 2023-24.

Further, this Company has recorded a total turnover of 1.56 crores for the quarter ended 30^th June, 2024 as against 0.79 crore in the corresponding quarter of the previous year. The Company has earned a profit after tax of 0.37 crore for the quarter ended 30^th June, 2024 as against the profit after tax of 0.06 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 the Company has started direct supplies to many of the European Customers after Brexit. As a result of which sales during the year from this Company have reduced to Nil as against 0.43 crore in the previous year.

The Company incurred a loss of 0.51 crore in the financial year ended 31^st March, 2024 as against loss of 0.28 crore in the previous year.

G. Rico Care Foundation (Section 8 Company)

Your Companys investment in this Company stands at 2,99,000/- (59.80% of the total paid-up capital) as on 31^st March, 2024. The Company is registered under Section 8 of the Companies Act, 2013 and will undertake 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 2.43 crores (24,34,640 fully paid-up equity shares of 10/- each, 26% of the total paid-up capital) during the year. From 17^th February, 2022, your Company has started procuring 1.40 crore 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 has not been considered for consolidation in the accounts of your Company.

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.

MATERIAL CHANGES AND COMMITMENTS

There was no change in the nature of the business of the Company. There were no material changes and commitments affecting the financial position of the Company occurring between 31^st March, 2024 and the date of this Report.

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	615.00 Crores
Long Term Rating	CRISIL A/Stable (Assigned)
Short Term Rating	CRISIL A1 (Assigned)

Above specified ratings being latest one are published on 6^th July, 2023. The above credit ratings are being reviewed at regular intervals.

FIXED DEPOSITS

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

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 same is further discussed in Management Discussion and Analysis, which forms part of this Report.

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.in/files/Key%20Policies.pdf.

SECRETARIAL STANDARDS

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

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 Certif?cate 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.

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 2023-24, worked out to be 40.71 lakhs. The Company has spent an amount of 40.75 lakhs including 0.04 lakh on voluntary basis towards the CSR activities/projects as specified in CSR policy of the Company during the financial year 2023-24. 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://Ncoauto.m/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://ricoauto.in/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 prior approval of the Audit Committee was sought for entering into related party transactions. No material related transactions were entered during the financial year under report, 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

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 2024-25.

ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2024 is available on the website link of the Company https://ricoauto.in/ files/Annual%20Return.pdf.

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).

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Companies Act, 2013, Shri Kaushalendra Verma (DIN:02004259), Executive Director of the Company will retire by rotation at the forthcoming AGM and who being eligible, has offered himself for re-appointment. A brief resume of Shri Kaushalendra Verma is given in the Notice of the AGM.

Ms. Shikha Kapur was appointed as Non-Executive and Non- Independent Director of the Company by the Board of Directors on 28^th March, 2024.

The appointment has been approved and regularised by the Shareholders through the Postal Ballot on 16^th July, 2024. The same has been uploaded on the website of the Company.

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

All Independent Directors of the Company have given declarations confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the Listing Regulations, 2015 and they have further confirmed compliance with the code for Independent Directors as prescribed in the Schedule IV of the Companies Act, 2013.

Further a declaration has been received from all Independent Directors pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, affirming that they have registered themselves with the Indian Institute of Corporate Affairs in the Independent Directors Data Bank. In the opinion of the Board, all the Independent Directors are proficient and have the requisite experience and expertise to undertake the responsibilities conferred on them.

BOARD MEETINGS

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

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 30^th March 2024. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

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 2023-24.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, your Directors confirm that:

i) in the preparation of the annual accounts for the financial year ended 31^st March, 2024, 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, 2024 and of the profit for the year 1^st April, 2023 to 31^st March, 2024;

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, 2024 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 certif?cate 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 2023-24 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 2024-25.

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 2024-25. 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 2023-24 would be filed with the Ministry of Corporate Affairs, Delhi within the stipulated time.

SECRETARIAL AUDITORS

The Secretarial Audit Report for the financial year ended 31^st March, 2024 is enclosed and forms part of this report. There is no secretarial audit qualification for the year under review.

The Board has approved re-appointment of Shri Vimal Chadha of M/s. Vimal Chadha & Associates, Company Secretaries (C.P. No.18669, FCS No. 5758), as Secretarial Auditors to carry out the Secretarial Audit of the Company for three financial years from 202223 to 2024-25.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY

The Secretarial Audit of Rico Jinfei Wheels Limited, Material Subsidiary of the Company for the Financial Year 2023-24 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.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2023-24 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 2023-24.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

The Statutory Auditors, Internal Auditors, Cost Auditors and Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

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

Pursuant to the provisions of Section 124(5) and other applicable provisions of the Companies Act, 2013 (the Act), read with rules made thereunder, the declared dividends, which remained unpaid/ unclaimed (0.23 crore) for a consecutive period of seven years have been transferred by the Company to the IEPF established by the Central Government pursuant to Section 125 of the Act.

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules) a Company is required to transfer to the DEMAT Account of IEPF Authority all shares in respect of which dividends have not been paid or claimed for seven consecutive years or more. In accordance with the aforesaid provisions of the Act read with the rules, your Company, during the financial year 2023-24, had transferred 49537 shares pertaining to the financial year 2015-16 to the Demat Account of IEPF Authority within the stipulated time.

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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed against the Company by the regulators or courts or tribunals during the financial year 2023-24 impacting the going concern status and Companys operations in future.

APPLICATION/PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year, the Company has not made any application under the Insolvency and Bankruptcy Code, 2016 (IBC) and there is no proceeding pending under IBC.

ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION

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

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.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 31st March, 2024 are set out in the Annexure of this Report.

During the year under report, the Industrial relations with personnel remained cordial, at all Plants.

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 the Registered Office of the Company.

APPRECIATION

The Board wishes to place on record its sincere appreciation for the continued assistance and support extended to the Company by Banks & Financial Institutions and various departments of Central & State Governments. Your Directors acknowledge with gratitude the encouragement and support extended by the Companys valued shareholders, customers, business associates and other stakeholders. The Directors also place on record their appreciation of the sincere and unstinted support provided to the Company by its employees at all levels.

	On behalf of the Board of Directors
	Arvind Kapur
	Chairman, CEO &
Place : Gurugram	Managing Director
Date : August 13, 2024	(DIN: 00096308)