Ratnaveer Precision Engineering Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

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

01. FINANCIAL HIGHLIGHTS:

\H In Millinnl

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

02. DIVIDEND

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

03. TRANSFER TO RESERVES

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

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

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

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

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

06. STATE OF COMPANY''S AFFAIRS AND
REVIEW OF BUSINESS OPERATIONS &
FUTURE PROSPECTS:

During the year under review, the revenue from
operations (standalone) increased by 49.80% from
H 5953.79 million in FY 2023-24 to H 8918.78 million in
FY 2024-25. Profit before interest, tax, depreciation,
and amortization (''EBITDA'') increased by 58.63% from

H 570.04 million in FY 2023-24 to H 904.23 million in
FY 2024-25. Profit after tax from Operations increased
by 50.77% from H 310.50 million in FY 2023-24 to
H 468.15 million in FY 2024-25. Earnings per share
have increased from H 7.61 per share in the FY 2023¬
24 to H 9.31 per share, recording a growth of 22.34%.
The key growth drivers for profits during the year
have been increased sales volume, cost optimization
measures, and expansion into new markets.

The Board of Directors are happy to inform you
that the Company has achieved the targeted
financial position. The company is one of the leading
producers of highest range of S.S. Fastener Industry
related products viz. Stainless-Steel Washers, Solar
Panel Hooks, Tubes, Finished Sheets and Sheet Metal
Products. The company is exporting its products to
various countries such as USA, UK, Germany, France,
Italy, Netherlands, Portugal, Spain, Switzerland,
Austria etc,. Each of the Company''s Products
undergo various examinations at different stages of
production. The company is focusing to build long
lasting customer relationship which will make us
preferred supplier.

In present business scenario, Company is exploring
for better growth and will be able to maintain the
same by following global standards. However,
Company needs to spread its wings and its portfolio
by adding new products for emerging amongst new
global suppliers.

07. PRIVATE PLACEMENT OF EQUITY SHARES
AND ISSUE OF WARRANTS

During the Financial Year 2024-25, the Company
has issued and allot 45,50,349 Equity shares of
H 10/- each on preferential basis to the persons
belonging to Non-promoter category on 20^th
August, 2024. The said equity shares were issued at
a price of H 143/- (including premium of H 133 each).
The company raised of H 65,06,99,907 from the said
private placement.

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

at any time within 18 months from the date of
allotment of the warrants.

08. SHARE CAPITAL AND CHANGE THEREIN

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

Authorised Share Capital of the Company is
J 65,00,00,000/- (Rupees Sixty Five Crore Only)
divided into 6,20,00,000 (Six Crores Twenty
Lacs) Equity Shares of H 10/- (Rupees Ten only)
each and 30,00,000 Preference Shares of H 1 0/-
(Rupees Ten) each.

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

Buy Back of Securities

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

Sweat Equity

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

Bonus Shares

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

Employee Stock Option Plan

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

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

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

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

Sr. No.	Name of Directors	Designation	Date of Appointment
1	Mr. Vijay Ramanlal Sanghavi	Managing Director and CFO	20/02/2002
2	Mr. Babulal Sohanlal Chaplot	Whole time Director	01/07/2019
3	Mr. Sreeram Vishwanathan Rishinaradamangalam	Independent Director	16/04/2022
4	Dr. Binita Verdia	Non-Executive Director	07/09/2022
5	Mrs. Karuna Advani	Independent Director	12/12/2023

Sr. . Name of Directors No.	Designation	Date of Appointment
6 Mr. Rajash Dineshkumar Shah	Independent Director	22/05/2024
7 Mr. Umeshsinh Bhanupratapsinh Rathod	Independent Director	28/01/2024
8 Mr. Vimalbhai Ukchand Bokadia	Independent Director	28/01/2024

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

i. Mr. Vijay Sanghavi : Managing Director cum

CFO

ii. Mr. Babulal Chaplot : Wholetime Director

iii. Mr. Umang : Company Secretary

Lalpurwala cum Compliance Officer

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

The Board on recommendation of Nomination
and Remuneration Committee and subject to the
approval of the shareholders by way of a Special
Resolution proposed to appoint Mr. Umeshsinh
Bhanupratapsinh Rathod (DIN: 07378004) and Mr.
Vimalbhai Ukchand Bokadia (DIN: 02329466) as
Independent Directors with effect from 28^th January,
2025 for a period of 5 (Five) years.

Ms. Swati Sharda who was a Company Secretary
and Compliance Officer of the Company has also
resigned from her position with effect from 18^th
November, 2024. The Board has appointed Mr.
Umang Lalpurwala as a Company Secretary and
Compliance officer w.e.f 28.01.2025.

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

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

10. INDEPENDENT DIRECTORS

Your Company has received declarations from all the
Independent Directors confirming that they meet
the criteria of independence as prescribed under
Section 149(6) of the Act read with sub rule (1) and

sub rule (2) of Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014 and
Regulation 16(1)(b) of the SEBI Listing Regulations
and they are independent of the management and
they have complied with the code for Independent
prescribed in Schedule IV of the Act.

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

The Board is of the opinion that the all Directors
including the Independent Directors of the Company
possess requisite qualifications, experience and
expertise in their relative fields and that they hold
highest standards of integrity.

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

Opinion of the Board with regard to integrity,
expertise and experience (including proficiency) of
the Independent Directors:

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

11. FAMILIARISATION PROGRAMME FOR
INDEPENDNET DIRECTOR:

In compliance with the requirements of Regulation
25(7) of the SEBI Listing Regulations, the Company
has put in place a Familiarisation Programme for

the Independent Directors to familiarise them with
the Company, their roles, rights, responsibilities
in the Company, nature of the industry in which
the Company operates, business model etc. The
details of the Familiarisation Programme imparted
to Independent Directors are also available on the
Company''s official website at www.ratnaveer.com .

12. FORMAL ANNUAL EVALUATION

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

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

13. BOARD AND COMMITTEE MEETINGS

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

Details of Committee Meetings of Board of
Directors

The Company has duly constituted the following
mandatory Committees in terms of the provisions of
the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as
amended from time to time viz.

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders Relationship Committee and

d. Corporate Social Responsibility Committee;

Risk Management committee

The Composition of all such Committees, number
of meetings held during the year under review,
attendance of each of the Directors at such
meetings, brief terms of reference and other details

have been provided in the Corporate Governance
Report which forms part of this Annual Report. All
the recommendations made by the Committees
were accepted by the Board.

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

14. SEPARATE MEETING OF INDEPENDENT
DIRECTORS

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

LISTING ON STOCK EXCHANGES

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

15. DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

18. INDUSTRIAL RELATIONS

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

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

The Company has zero tolerance for sexual
harassment at its workplace and has adopted a
Policy on prevention, prohibition and redressal
of sexual harassment at the workplace in line
with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules thereunder for
prevention and redressal of complaints of sexual
harassment at workplace.

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

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

During the Year under review, the details regarding
complaints on sexual harassment are given as under.

a. Number of complaints of sexual harassment
received in the year: NIL

b. Number of complaints disposed off
during the year: NA

c. Number of cases pending for more than
ninety days: NA

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

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

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

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

21. BOARD DIVERSITY

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

22. PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

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

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

23. SUBSIDIARY, ASSOCIATE AND JOINT
VENTURE COMPANIES

The Company incorporated one foreign wholly owned
subsidiary Company at UAE namely Ratnaveer
Stainless Inox LLC (Limited Liability Company), which
received business license on 17^th October, 2023.
Further, the company does not have any material
subsidiary in terms of Companies Act, 2013 read with
Listing Regulations. The Said subsidiary Company is
yet to commence business operation.

Hence Consolidation of Financial Statement is not
applicable. Hence, the Statement containing salient

features of the financial statement of subsidiaries
Company as per the Companies Act, 2013 is not
provided herewith.

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

24. CREDIT RATING

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

25. RELATED PARTY TRANSACTIONS

During the FY 2024-25, the Company has entered
into transactions with related parties as defined
under Section 2(76) of the Act read with Companies
(Specification of Definitions Details) Rules, 2014, all
Related Party Transactions as entered into during
the financial year were at Arm''s Length basis and
were in ordinary course of business. No materially
significant related party transactions were entered
by the Company with Promoters, Directors, Key
Managerial Personnel, other designated persons
or other related parties, which may have potential
conflict with the interest of the Company at large.

All related party transactions were approved by the
Audit Committee, as well as, the Board of Directors.

The summary of such transactions is given in Note
No. 42 of ''Notes forming part of Accounts''.

The Policy on Related Party Transactions has been
uploaded on the Company''s Website, web-link ofwhich is
https://ratnaveer.com/policv/Relatedpartvpolicv2024-25.
pdf Form AOC - 2 as required under section 134 (3) (h) of
the Act read with rule 8(2) of the Companies (Accounts)
Rules, 2014 is attached as Annexure “A (1)”.

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

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

27. ANNUAL RETURN

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

28. CORPORATE SOCIAL RESPONSIBILITY
(“CSR”) POLICY

Your Company fall within the purview of Section
135 of the Companies Act, 2013. The Company
has constituted Corporate Social Responsibility
Committee and has initiated action to spend CSR
amount during the year 2024-25. The Corporate Social
Responsibility report is enclosed as Annexure "C".

The Company is actively associated with various social
activities undertaken by different Trusts and Societies,
without any legal and statutory requirements. As a
constructive partner in the communities in which
it operates, the Company has been taking concrete
action to realize its social responsibility objective.
The Company has been playing a proactive role in
the socio-economic growth and has contributed to
all spheres ranging from sports, health, education,
environment conservation etc.

29. VIGIL MECHANISM / WHISTLE BLOWER
POLICY

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

30. POLICY ON NOMINATION AND
REMUNERATION

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

salient features of the NRC Policy are as under:-

a) Setting out the objectives of the Policy

b) Definitions for the purpose of the Policy

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

d) Policy relating to the remuneration for
the Managerial Personnel, KMP, Senior
Management Personnel & other employees.

The details with respect to terms of Reference are
provided in the Corporate Governance Report form
part of this report.

31. RISK MANAGEMENT POLICY

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

32. COMMITTEES OF THE BOARD

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

(i) Audit Committee, 2) Nomination &
Remuneration Committee and 3) Stakeholders
Relationship Committee. The details about
these committees are given in the Corporate
Governance Report.

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

33. INSURANCE

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

34. FINANCE

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

35. AUDITORS

A) STATUTORY AUDITORS

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

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

B) SECRETARIAL AUDITORS

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

C) COST AUDITOR

In terms of Section 148 of the Act, the Company is
required to maintain cost records and have the audit
of its cost records conducted by a Cost Accountant.
Cost records are prepared and maintained by the
Company as required under Section 148(1) of the Act.

M/s. Ashish Bhavsar & Associates, Cost Accountants,
have been appointed as Cost Auditors for audit of
Cost Records and Statements for the financial year
2025-26. The proposed remuneration for the said
financial year, as stated in the notice of the ensuing
Annual General Meeting, is to be confirmed by the
shareholders as required under section 148 of the Act.

The Company has received certificate from the
Cost Auditors for eligibility u/s 141(3)(g) of the
Act for appointment as Cost Auditors and his /
its independence and arm''s length relationship
with the Company.

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

D) INTERNAL AUDITORS

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

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

No disqualifications, reservations, adverse remarks
or disclaimers have been reported in any Auditors''

Reports, requiring any explanation or comments by
the Board of Directors of the Company.

36. REPORTING OF FRAUD DURING THE YEAR
UNDER REVIEW

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

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

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

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

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

39. INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY

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

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

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

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

41. SECRETARIAL STANDARDS

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

42. DEPOSITS

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

43. DETAILS OF LOANS AVAILED FROM
DIRECTORS OR THEIR RELATIVES

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

44. FAILURE TO IMPLEMENT ANY CORPORATE
ACTION

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

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

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

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

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

47. REVISION IN FINANCIAL STATEMENT OR
BOARDS REPORT

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

48. EVENTS SUBSEQUENT TO THE DATE OF
FINANCIAL STATEMENTS

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

49. CAUTIONARY STATEMENT

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

50. ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors of
RATNAVEER PRECISION ENGINEERING LIMITED
NAME: VIJAY R. SANGHAVI

DATE: 28.07.2025 Chairman

PLACE: VADODARA (DIN: 00495922)

---

Mar 31, 2024

The Directors are pleased to present the 22^nd Annual Report of Ratnaveer Precision Engineering Limited ("the Company”) together with Audited Financial Statements of the Company for the Financial Year("FY”) ended March 31,2024.

01. FINANCIAL HIGHLIGHTS:

Particulars	FY 2023-24	FY 2022-23
Net Sales/ Income from Operation	5953.79	4797.48
Other Income	70.21	13.97
Total Income	6024.00	4811.45
Profit before interest, Depreciation & Tax	570.04	470.21
Less Interest (Financial Cost)	120.87	122.92
Depreciation	58.24	40.18
Profit/Loss Before Exceptional Item &Tax Exp.	390.93	307.11
Add/Less Exceptional Items	-	-
Profit/Loss Before Tax	390.93	307.11
Less Previous years Adjustments	47.80	40.00
Provision for Current & Deferred	32.63	16.68
Net Profit/Loss after tax	310.50	250.44
Total Comprehensive Income/loss	(0.06)	(0.13)
Total	310.44	250.31
Add: Balance carried from Profit & Loss A/c	-	-
Less: Provision for earlier year taxation	-	-
Net Profit/Loss after tax and adjustments	310.44	250.31
Transferred to general Reserve	-	-
Balance carried to the balance sheet	310.44	250.31
EPS (Basic & Diluted)	7.61	7.26

02. DIVIDEND

Your directors have decided not to declare any dividend for the financial year 2023-24. This is mainly to conserve the Financial resources of the Company for future growth of the Company. Considering the Market Capitalization, the provisions of Dividend Distribution Policy is not applicable to the Company for the FY 2024-25.

03. TRANSFER TO RESERVES

No amount is proposed to be transferred to general reserves for the financial year 2024. The closing balance of retained earning of the Company for financial year 2023-24 for all appropriations and adjustment was H 848.17 millions. During the year the Company has not transferred any amount to general reserve.

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

There is no change in the nature of business during the financial year ended 31.03.2024.

05. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In terms of Section 134(3)(l) of the Companies Act, 2013, there have not been any material changes and commitments affecting the financial position of the Company which have occurred during the financial year 2023-24.

06. STATE OF COMPANY''S AFFAIRS AND REVIEW OF BUSINESS OPERATIONS & FUTURE PROSPECTS:

During the year under review, the revenue from operations (standalone) increased by 24.09% from H 4797.48 million in FY 2022-23 to H 5953.79 million in FY 2023-24. Profit before interest, tax, depreciation, and amortization (''EBITDA'') increased by 21.32% from H 470.21 million in FY 2022-23 to H 570.04 million in FY 2023-24. Profit after tax from Operations increased by 24.03% from H 250.31 million in FY 2022-23 to H 310.44 million in FY 2023-24. Earnings per share have increased from H 7.26 per share in the FY 2022-23 to H 7.61 per share, recording a growth of 4.82%. The key growth drivers for profits during the year have been

increased sales volume, cost optimization measures, and expansion into new markets.

The Board of Directors are happy to inform you that the Company has maintained the financial position as per the target. We are one of the leading producers of a highest range of S.S. Fastener Industry related products viz. Stainless-Steel Washers, Solar Panel Hooks, Tubes, Finished Sheets and Sheet Metal Products. We have been exporting to various Countries like USA, UK, Germany, France, Italy, Netherlands, Portugal, Spain, Switzerland, Austria etc, Each of the Company''s Products undergo various examinations at different stages of production. We are focusing to build long lasting customer relationship which will make us preferred supplier.

In present business scenario, Company is exploring for better growth and will be able to maintain it in by following global standards. However, Company needs to spread its wings and its portfolio by adding new products for emerging amongst new global suppliers.

07. INITIAL PUBLIC OFFER ("IPO”) CUM OFFER FOR SALE ("OFS”)

The Company in the month of September 2023 had come out with IPO cum offer for sale. The said IPO cum Offer for Sale was overwhelmed by the investors. The Management is thankful to Securities Exchange Board of India ("SEBI”) and all other statutory authorities for allowing IPO cum Offer for sale and also thankful to the Investors for reposing faith in the Company. The Company''s equity shares were listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) on 11 September 2023.

08. SHARE CAPITAL AND CHANGE THEREIN

Subsequent to the completion of the Initial Public Offer ("IPO) including both Fresh issue and offer for sale, the paid-up equity share capital of the Company increased from H 346,990,400 to H 48,49,90,400.

During the year under review, the Company have issued 1,68,40,000 equity shares to respective bidders at an issue price of H 98 per equity shares, including a share premium of H 88 per equity share through Initial Public Offer (IPO).

Authorised Share Capital of the Company is H 53,00,00,000/- (Rupees Fifty Three Crore Only) divided into 5,00,00,000 (Five Crores) Equity Shares of H 10/- (Rupees Ten only) each and 30,00,000 (Thirty Lakh) Preference shares of H 10 /- (Rupees Ten only) each.

Issued, Subscribed and Paid-up share capital of the Company is H 48,49,90,400/- (Rupees Forty Eight Crore Forty Nine Lacs Ninety Thousand Four Hundred only) divided into 4,84,99,040 (Four Crore Eighty Four Lacs Ninety nine Thousand forty only) Equity Shares of H 10/- (Rupees Ten Only) each.

The Company in its Board Meeting dated 20^th August, 2024 has approved allotment of 45,50,349 equity shares of H 10 each on preferential basis to persons belonging to the non-promoter category.

Buy Back of Securities

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

Sweat Equity

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

Bonus Shares

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

Employee Stock Option Plan

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

09. DIRECTORS, KEY MANAGERIAL PERSONNEL AND CHANGE THEREIN

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

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

Sr. No.	Name of Directors	Designation	Date of Appointment
1	Mr. Vijay Ramanlal Sanghavi	Managing Director and CFO	20/02/2002
2	Mr. Babulal Sohanlal Chaplot	Whole time Director	13/06/2011
3	Mr. Sreeram Vishwanathan Rishinaradamangalam	Independent Director	16/04/2022
4	Dr. Binita Verdia	Non Executive Director	07/09/2022
5	Mrs. Karuna Advani	Independent Director	12/12/2023
6	Mr. Bharatkumar Kanchanlal Shah	Independent Director	16/04/2022

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

i Mr. Vijay Sanghavi : Managing Director cum

CFO

ii Mr. Babulal Chaplot : Wholetime Director

iii Ms. Swati Sharda : Company Secretary cum

Compliance Officer (w.e.f. 22.05.2024)

The Company has made appointment of Mrs. Karuna Advani (DIN: 02235834) as Independent Director with effect from 12/12/2023 and Ms. Ankita Soni (DIN: 08126490), who was an Independent Director of the Company, whose term expired w.e.f. 23.12.2023 ceased to be as Independent Director in the Company.

The Board on recommendation of Nomination and Remuneration Committee and subject to the approval of the shareholders by way of a Special Resolution proposed to appoint Mr. Ninad Raje (DIN: 07155714), as Independent Director with effect from 22^nd May, 2024 for a period of 5 (Five) years and Mr. Rajash Shah (DIN:10630161) as Independent Director with effect from 22^nd May, 2024 for a period of 5 (Five) years. However, due to pre-occupation, Mr. Ninad Raje has resigned from the Directorship of the Company on 15.07.2024.

Ms. Prerana Trivedi who was a Company Secretary and Compliance Officer of the Company has resigned from her position on 04.04.2024. The Board has appointed Ms. Swati Sharda a Company Secretary and Compliance officer w.e.f 22.05.2024.

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

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

10. INDEPENDENT DIRECTORS

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

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

The Board is of the opinion that the all Directors including the Independent Directors of the Company possess requisite qualifications, experience and expertise in their relative fields and that they hold highest standards of integrity.

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

11. FAMILIARISATION PROGRAMME

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

12. FORMAL ANNUAL EVALUATION

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

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

13. BOARD AND COMMITTEE MEETINGS

During the year under review, 15 Meetings of the Board of Directors were held in accordance with the provisions of the Companies Act, 2013 read with rules made there under and the applicable secretarial standards. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report which forms part of the Annual Report of the Company.

Details of Committee Meetings

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time viz.

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders Relationship Committee and

d. Corporate Social Responsibility Committee;

The Composition of all such Committees, number of meetings held during the year under review, attendance of each of the Directors at such meetings, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board.

14. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, two (2) Separate meeting of Independent Directors was held on 28.08.2023 and 05.03.2024. The details of the Independent Directors Meeting and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Report.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (C) of the Companies Act, 2013, the Board hereby submits its Responsibility Statements that:-

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

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and

fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

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

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

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

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

17. UTILISATION OF IPO PROCEEDS

Your Company is utilising IPO proceeds as per the objects stated in the Prospectus of the Company and pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations”) during the period under review, there was no deviation / variation in utilisation of funds raised in respect of the Initial Public Offering of the Company. The Company has appointed Care Ratings Limited as Monitoring Agency in terms of Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time, to monitor the utilisation of IPO proceeds and the Company has obtained monitoring reports from the Monitoring Agency from time to time.

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

18. INDUSTRIAL RELATIONS

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

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

The Company has zero tolerance for sexual harassment at its workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

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

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

During the Year under review the company has not received any complaints on sexual harassment. Further details has been provided in the Corporate Governance Report which is forming part of this Report.

20. BOARD DIVERSITY

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

21. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to section 197 (12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the

employees of the Company is given in Annexure "A”. The disclosure is available for inspection by the Members at the Registered Office of your Company during business hours on all working days of the Company up to the date of the ensuing AGM. Any Member interested in obtaining such information may send their email to [email protected].

There is no Employee in the company who was / is drawing remuneration more than managerial personnel nor there is any employee who has drawn remuneration more than H 102.00 Lakhs p.a. or 8.50 Lakhs p.m. as described under Rules Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. SUBSIDIARY AND ASSOCIATE COMPANIES

The Company has incorporated one foreign wholly owned subsidiary Company at UAE namely Ratnaveer StainlessInox LLC (Limited Liability Company), which received business license on 17^th October, 2023. The Said subsidiary Company is yet to commence business operation. Hence Consolidation of Financial Statement is not applicable.

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

23. CREDIT RATING

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

24. RELATED PARTY TRANSACTIONS

All Related Party Transactions as entered into during the financial year were at Arm''s Length basis and were in ordinary course of business. No materially significant related party transactions were entered by the Company with Promoters, Directors, Key Managerial Personnel, other designated persons or other related parties, which may have potential conflict with the interest of the Company at large.

All related party transactions were approved by the Audit Committee, as well as, the Board of Directors.

The summary of such transactions is given in Note No. 42 of ''Notes forming part of Accounts''.

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

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

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

26. ANNUAL RETURN AND EXTRACT OF ANNUAL RETURN

As per provisions of Section 92 of the Companies Act, 2013 read with Rules made thereunder, a draft Annual Return of the Company for the financial year 2023-24 is available on the website of the Company, web-link of which is https://ratnaveer.com/ policy/MGT-72024.pdf

27. CORPORATE SOCIAL RESPONSIBILITY (“CSR”) POLICY

Your Company fall within the purview of Section 135 of the Companies Act, 2013. The Company has constituted Corporate Social Responsibility Committee and has initiated action to spend CSR amount during the year 2023-24. The Corporate Social Responsibility report is enclosed as Annexure "C".

The Company is actively associated with various social activities undertaken by different Trusts and Societies, without any legal and statutory requirements. As a constructive partner in the communities in which it operates, the Company has been taking concrete action to realize its social responsibility objective. The Company has been playing a proactive role in the socio-economic growth and has contributed to all spheres ranging from sports, health, education, environment conservation etc.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a well-defined Whistle Blower Policy and has established Vigil Mechanism which

provides adequate safeguards against victimization of

Reporting persons who follow such mechanism and also make provisions for direct access to the Chairman of Audit Committee in appropriate cases. The Vigil Mechanism / Whistle Blower Policy has been placed on the Company''s website https://ratnaveer.com/policy/Vigil MechanismWhistleBlowerPolicy.pdf

29. POLICY ON NOMINATION AND REMUNERATION

In compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation

19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down a Nomination and Remuneration policy which has been uploaded on the Company''s website. The web-link for Nomination & Remuneration Policy is https://ratnaveer.com/policy/ NominationandRemunaerationPolicy.pdf. The salient features of the NRC Policy are as under:-

a) Setting out the objectives of the Policy

b) Definitions for the purpose of the Policy

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

d) Policy relating to the remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees.

The details with respect to terms of Reference are provided in the Corporate Governance Report form part of this report.

30. RISK MANAGEMENT POLICY

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

31. COMMITTEES OF THE BOARD

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

(i) Audit Committee, 2) Nomination & Remuneration Committee and 3) Stakeholders Relationship Committee. The details about these committees are given in the Corporate Governance Report.

32. INSURANCE

The properties of the Company including plant and machinery, stocks etc. have been adequately insured. The Company has also taken adequate insurance cover for loss of profit and Standing Charges.

33. FINANCE

During the year under review, your Company availed various financial facilities from the existing Bankers

as per the business requirements. Your Company has been regular in paying interest and in repayment of the principal amount of the term lenders.

34. AUDITORS

A) STATUTORY AUDITORS

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

B) SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. TNT and Associates, (CP No: 3123) a firm of Practicing Company Secretaries, Vadodara, as Secretarial Auditors for the financial year 2024-25 to undertake Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 202324 is annexed herewith as Annexure "D”.

C) COST AUDITOR

M/s. Ashish Bhavsar & Associates, Cost Accountants, have been appointed as Cost Auditors for audit of Cost Records and Statements for the financial year 2024-25. The proposed remuneration for the said financial year, as stated in the notice of the ensuing Annual General Meeting, is to be confirmed by the shareholders as required under section 148 of the Act.

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

D) INTERNAL AUDITORS

M/s. Bhadresh K Mehta & Co (Memb No-39858), Chartered Accountants, Vadodara have been appointed as Internal Auditors for conducting internal audit of the Company for the financial year 2024-25.

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

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

35. REPORTING OF FRAUD DURING THE YEAR UNDER REVIEW

The Auditors have not reported any instances of frauds committed in your Company by its officers or

employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

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

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

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

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

38. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

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

Your Company has appointed Ms. Swati Sharda, Company Secretary & Compliance Officer and also as Nodal Officer of the Company. Details of the same are available on the website of the Company at www.ratnaveer.com

40. SECRETARIAL STANDARDS

All the applicable secretarial standards are being followed by the Company.

41. DEPOSITS

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

42. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

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

43. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE (“IBC”)

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

44. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

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

45. REVISION IN FINANCIAL STATEMENT OR BOARDS REPORT

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

46. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

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

47. CAUTIONARY STATEMENT

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

48. ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors of RATNAVEER PRECISION ENGINEERING LIMITED

VIJAY RAMANLAL SANGHAVI

DATE: 20.08.2024 Chairman

PLACE: VADODARA (DIN: 00495922)