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

FINANCIAL PERFORMANCE

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

Explanation to key financial ratios

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

- Debt Equity Ratio is used to evaluate a Company’s financial leverage. It is a measure of the degree to which

a Company is financing its operations through debt versus wholly owned funds. It is calculated by dividing
total debt by shareholder’s equity.

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

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

- Total Assets to Debt is a solvency ratio that measures the proportion of a company’s total assets compared

to its total debt. It indicates how much of the company’s assets are financed by debt and reflects the firm’s

ability to cover its obligations using its total resources. It is calculated by dividing Total Assets by Total Debt.

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

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

STATE OF AFFAIRS AND OPERATIONAL HIGHLIGHTS

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

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

SHARE CAPITAL

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

As on March 31, 2025, the Paid-up Equity Share Capital of the Company stood at '10,78,16,000, comprising
1,07,81,600 equity shares of face value '10 each.

However, the Company has raised '79.99 Crores by allotment of 10,06,480 equity shares to three Qualified
Institutional Buyers (QIBs) and one non-QIB investor, all belonging to the non-promoter category, aggregating to
'80 Crore (approx.), on preferential basis, in the Board Meeting held on May 23, 2025. The Company has received
all the requisite approvals from the respective stock exchanges. Thus, the paid up capital of the Company after
the said allotment stands at '11,78,80,800.

TRANSFER TO RESERVES

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

DEPOSITS

The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 during the year.
CHANGE IN NATURE OF BUSINESS

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

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

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

DIVIDEND

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

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

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

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

The Company’s Board comprises of the following Directors:

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

Appointment/ Re-appointment of Directors

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

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, approved
the appointment of Mr. Pravir Kumar (DIN: 00671671) as an Additional Director in the category of Non-Executive,
Independent Director at its meeting held on August 11,2025. His appointment is effective until the ensuing AGM.

Further, the Board recommends his appointment as a Non-Executive, Independent Director for a term of three (3)
consecutive years, subject to approval of the Members by way of a Special Resolution at the 42^nd AGM.

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

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

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

KEY MANAGERIAL PERSONNEL (KMP)

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

During the period under review, there was no change in the Key Managerial Personnel (KMP) of the Company.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

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

COMMITTEES OF THE BOARD OF DIRECTORS

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

The details of each of these committees outlining their composition, terms of reference and number of meetings
held during FY 2024-25, are outlined in the Corporate Governance Report forming part of this annual report.

During FY 2024-25, recommendations made by the Committees to the Board of Directors were accepted by the
Board, after due deliberations.

MEETING OF INDEPENDENT DIRECTORS

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

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

DECLARATION FROM INDEPENDENT DIRECTORS

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

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

Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, Independent Directors have also confirmed

that they are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with an objective independent judgement and
without any external influence.

REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS DATABANK

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

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

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

The NRC policy is available on the Company’s website at www.raclgeartech.com.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

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

- prepared the Annual Accounts on a going concern basis;

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

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

DIRECTORS AND OFFICERS INSURANCE (‘D&O’)

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

BOARD EVALUATION

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

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

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

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

FAMILIARISATION PROGRAMMES

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

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

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

- Business Development Strategy and Plans;

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

- Changes in the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015;

The detailed policy on the familiarisation programme is available on the website at www.raclgeartech.com
CODE OF CONDUCT

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

Pursuant to provisions of Section 129 of the Act, a separate statement containing the salient features of the financial
statements of the Company’s subsidiary in Form AOC-1 is attached with the financial statements of the Company.

The consolidated financial statements presented by the Company include the financial information of RACL
Geartech GmbH and have been prepared in compliance with the applicable Accounting Standards issued by the

Institute of Chartered Accountants of India (“ICAI”).

Further, pursuant to the provisions of Section 136 of the Act, the standalone financial statements of the Company,
consolidated financial statements along with relevant documents and separate accounts in respect of RACL
Geartech GmbH, are available on the website of the Company.

The detailed policy for determining material subsidiaries as approved by the Board is uploaded on the Company’s
website and can be accessed at www.raclgeartech.com.

AUDITORS & AUDITORS’ REPORT

A. STATUTORY AUDITORS

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

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

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

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

B. SECRETARIAL AUDITOR

M/s. Rosy Jaiswal & Associates, Practicing Company Secretaries (Peer Review Number: 2298/2022), were appointed
as Secretarial Auditor of the Company for the FY 2024-25, by the Board of Directors, upon recommendation of the
Audit Committee.

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

M/s. Rosy Jaiswal & Associates, Practicing Company Secretaries, have furnished a certificate of their eligibility
and consent under the relevant provisions of the Act, the Listing Regulations and relevant circulars issued by
SEBI in this regard. They have also confirmed that they hold a valid certificate issued by the Peer Review Board
of the Institute of Company Secretaries of India (ICSI). Therefore, based on the recommendation of the Audit
Committee, the Board of Directors have proposed the appointment of M/s. Rosy Jaiswal & Associates, Practicing

Company Secretaries, as the Secretarial Auditor of the Company, for a term of five consecutive years, from the
FY 2025-26 to FY 2029-30, subject to approval of the members at the ensuing AGM. The Secretarial Audit Report
and Annual Secretarial Compliance Report issued by M/s. Rosy Jaiswal & Associates, for the FY 2024-25 have
been annexed to this Report as Annexure- A respectively.

C. INTERNAL AUDITOR

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

EXPLANATION OR CAPITAL LETTER ON DISQUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS
OR DISCLAIMERS IN THE AUDITOR’S REPORT

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

REPORTING OF FRAUDS BY AUDITORS

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

COST AUDIT AND MAINTENANCE OF COST RECORDS

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

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

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

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

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

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

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

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

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

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

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

VIGIL MECHANISM

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by
adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the
Company’s Code of Conduct, any actual or potential violation, howsoever insignificant or perceived as such,
would be a matter of serious concern for the Company. The role of the employees in pointing out such violations
of the Company’s Code of Conduct cannot be undermined.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report
to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company’s
code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to
approach the Chairman of the Audit Committee of Directors of the Company for redressal. No person has been
denied access to the Chairman of the Audit Committee of Directors. Whistle Blower Policy of the Company can
be accessed at given weblink: www.raclgeartech.com.

RISK MANAGEMENT

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

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

CEO & CFO CERTIFICATE

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

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

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

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

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

ANNUAL RETURN

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

SECRETARIAL STANDARDS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

RELATED PARTY CONTRACTS & ARRANGEMENTS

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

CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to ensure the well-being of the community and environment in which it operates.
Corporate Social Responsibility (‘CSR’) forms an integral part of our business activities. The Company’s CSR
Policy also reflects the Company’s commitment towards society and environment. The CSR initiatives are carried
out by the Company through a variety of effective programs in accordance with the requirements of Section 135
and Schedule VII of the Companies Act, 2013, and rules made thereunder. During the FY 2024-25, your Company

continued to implement CSR initiatives that align with our core values and contribute to the well-being of the
communities in which we operate. The CSR Policy of your Company is aligned with the activities specified in
Schedule VII of the Act. The amount required to be spent by the Company on CSR activities for the FY 2024-25
was '87.66 Lakhs.

The Corporate Social Responsibility Committee and the Board of Directors closely review and monitor, from time
to time, the various CSR activities undertaken by the Company.

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

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

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

C. Foreign Exchange Earnings and Outgo:

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

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

HUMAN RESOURCE

At RACL Geartech Limited, we firmly believe that our employees are our most valuable asset. Throughout FY
2024-25, we remained committed to fostering a positive, harmonious, and productive work environment, guided
by our core values and a culture of mutual respect. We continued to enhance value-based behaviour across
the organization through effective communication, inclusive engagement, and a strong focus on employee
well-being. Our open and transparent communication framework empowers employees at all levels to freely
share ideas, raise concerns, and contribute feedback-fostering continuous improvement across our operations.

Recognizing the importance of continuous learning and ethical conduct, the Company expanded its training
initiatives to include key topics such as anti-bribery, human rights, Prevention of Sexual Harassment (POSH),
safety, quality, and operational excellence.