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.

(' in Crores)

FINANCIAL RESULTS

STATE OF COMPANY’S AFFAIRS

On Standalone basis revenue from operations is ^1,641.5 crores. The
Profit After Tax stood at ?22.91 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 ?2,225.2 crores compared to ?2,174.5 crores in the previous
year. The Profit After Tax stood at ?21.41 crores, as against ?38.94
crores in the previous year. The EBITDA margin was down to 9.0%,
from 10.9% in the previous financial year.

Your Company’s 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 ?426.43
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 ?4.54 crores for the first quarter as
against the profit of ?3.43 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

?13.53 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

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 ?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.

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:

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

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

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

The Hon’ble 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 ?223.72
crores in the previous year. This Company has earned a
profit after tax of ^21.48 crores as against profit after tax of
?17.52 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 ?10/- 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 ?312.57 crores in the previous year. This
Company has made a net loss of ^6.26 crores as against the
profit of ?2.25 crores in the previous year. This was due to one
time loss of ?6.87 crores on sale of asset during the year.
Further, this Company has recorded a total turnover (Post
Merger) of ?159.14 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 Company’s 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 ?9.49 crores as against ?16.34 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 ?6.92 crores during the financial
year ended 31^st March, 2025 as against ?4.22 crores in the
previous year. This Company has earned a profit after tax
of ?1.75 crores in the financial year ended 31^st March, 2025
as against the profit after tax of ?0.82 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 ?10/- each
for the financial year 2024-25.

Further, this Company has recorded a total turnover of ?1.56
crores for the quarter ended 30^th June, 2025 as against
?1.56 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 ?122.39 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 ?1.04 crores in the financial year ended 31^st
March, 2025 as against ?1.51 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 ?36.42 crores for
the first quarter ended 30^th June, 2025 as against ?29.33 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 Company’s investment in this Company stands at ?2,99,000/-
(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 ?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 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.

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 Non¬
Executive 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

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.

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 ?68.99 lakhs. The Company has spent an amount of
?68.99 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 Company’s
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 arm’s
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

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.

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.

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.

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.

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.

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)