The Directors present the 40^th Annual Report of your Company, together with the Audited Financial Statements for the year ended 31^st March, 2023.

FINANCIAL RESULTS

OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

Your Company has recorded a Total Revenue of '1896.65 crores in the year under report as against '1625.59 crores in the previous year with a growth of 16.67 per cent. Your Company has earned a profit after tax of '42.17 crores during the year under report over the previous year’s profit of '19.12 crores.

EXPORTS

The export turnover of your Company during the year under review was '503.90 crores as against '455.08 crores in the previous year.

Your Company has been one of the pioneers in exporting critical components based on the established quality systems and delivery experience of over 25 years. The Company has established a network of warehousing and local business representatives to support and manage its overseas customers. Since 2018, the Company has been focusing on the emerging Electric Vehicles and Hybrid Vehicle Components and have started supplying to BMW and STELLANTIS (PSA).

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

DIVIDEND

Your Directors are pleased to recommend for your approval a Dividend @ 75 percent i.e. '0.75 per Equity Share of '1/- each for the financial year 2022-23 amounting to '10.15 crores on the equity share capital of '13.53 crores as against a dividend of 40 percent i.e. '0.40 per Equity Share of '1/- each amounting to '5.41 crores in the previous year on the same Equity Share Capital. The dividend payout is as per Dividend Distribution Policy which is available on the website of the Company at https://ricoauto.com/Mles/Dividend%20Distribution%20Policv.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, 2023 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 stands increased to '270.00 Crores from '54.00 Crores consequent to merger of the three Subsidiary Companies namely Rasa Autocom Limited, Rico Aluminium and Ferrous Auto Components Limited and Rico Investments Limited.

OUTLOOK FOR CURRENT YEAR

Your Company anticipate good growth in the business of the Company over the next few years driven by the increase in demand of components for Electric Vehicles as well as for ICE Engines both for Domestic and Export market. We are confident that our commitment to quality and excellence will lead us to our vision of becoming the preferred supplier across the globe especially for Electric Vehicles, Electrified Vehicles and ICE Engines.

The first quarter ended 30^thJune, 2023, recorded a total revenue of '437.37 crores as against the total revenue of '474.13 crores in the corresponding quarter of the previous year. Consequently, the profit after tax stood at '5.59 crores for the first quarter as against the profit of '8.13 crores in the corresponding quarter of the previous year. The Company is confident to improve the turnover and margin during the remaining part of the year.

PLANTS AND FACILITIES

The Company continues its efforts towards expansion of its domestic and overseas customer base by optimizing utilization of existing available capacities that have been set-up, expansion of existing facilities and setting up new facilities, wherever required, to enhance the Customer reach. The Company is using its geographical spread to strategically locate its operations for de-risking.

ELECTRIC VEHICLES (EV)

Your Company is a major supplier of high technology components to BMW, TOYOTA, STELLANTIS (PSA), RENAULT, AISIN and MUSASHI for Motor and Transmissions.

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

SUBSIDIARY 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 is material subsidiary of the Company.

NOTES ON SUBSIDIARY COMPANIES

A. Rico Auto Industries Inc., USA

This Company is engaged in the business of trading of Auto Components and providing warehousing, logistics and last mile support to our OEM and Tier-I Customers in North America, Mexico and Brazil for goods manufactured by your Company. The Company has recorded a total turnover of '238.22 crores during the financial year ended 31^st March, 2023 as against '168.89 crores in the previous year.

The Company earned a net profit after tax of '1.71 crores in the financial year ended 31^st March, 2023 as against '1.23 crores in the previous year. The Company has not declared any dividend for the financial year ended 31 ^st March, 2023.

This Subsidiary has achieved a total turnover of '49.00 crores for the first quarter ended 30^th June, 2023 as against '58.47 crores in the corresponding quarter of the previous year. The Company earned a profit after tax of '0.29 crore for the first quarter ended 30^th June, 2023 as against a profit after tax of '0.76 crore in the corresponding quarter of the previous year. During the financial year and period under review, your Company has not made additional investment in this Subsidiary. The Subsidiary is expecting a moderate growth during the current financial year.

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

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 for the European Markets for goods manufactured by your Company.

There is a change of Business Model where Rico Auto has started direct supplies to many of the European Customers. As a result of which sales from this Company has reduced substantially.

The Company has recorded a total turnover of '0.43 crore during the financial year ended 31 ^st March, 2023 as against '5.20 crores in the previous year. The Company incurred a loss of '0.28 crore in the financial year ended 31^st March, 2023 as against loss of '0.22 crore in the previous year.

This Subsidiary has not made any sales in the first quarter ended 30^th June, 2023 as against '0.16 crore in the corresponding quarter of the previous year. The Company incurred a loss of '0.13 crore for the first quarter ended 30^th June, 2023 as against loss of '0.01 crore in the corresponding quarter of the previous year. During the financial year and period under review, your Company has not made additional investment in this Subsidiary.

C. AAN Engineering Industries Limited

AAN Engineering Industries Limited (AAN), an AS 9100D Certified Company, which defines it as a “Manufacturer of Precision Machined Components & Assemblies” for the Aerospace and Defence Industry.

AAN offers an extensive array of services for the manufacture of components/sub-systems within the Defence & Aerospace Industry. These include Design & 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 - namely Aluminium Alloy, Alloy Steel & High Manganese Steel & Raw Material/Castings as required by Client.

AAN currently manufactures machined metal components for Mechanical and Electronic Fuse Assembly. In the current year the Company has been marked and shortlisted as a new supplier by BEML to bid for supply of Track Link Assembly for T-72 tanks. This particular technical engagement places the Company favorably for manufacturing and servicing this specific need for Ministry of Defence over next several years. The Company is also one of the shortlisted engineering firms by DRDO lab for the key Make in India program for indigenization of Inflatable Decoy for Indian Defence forces. AAN Engineering has inked a transfer of technology agreement with Global leader of Inflatable Decoy manufacturer for the same.

AAN Engineering as part of consortium has partnered with a leading OEM of Containerized Shooting Ranges and is one of the key shortlisted company by Ministry of Defence permitted to participate in the tender which are being handled through Fast Track Process (FTP).

The Company is also in consideration as one of the shortlisted Indian companies for supply of power train components for Tatra Truck to India Army Central Ordnance Depot (COD).

In the current year the Company has signed Memorandum of Understanding (MOU) with Global Vehicle OEM for Assembly and Supply of Special Mobility Vehicle (SMV) to the Infantry wing of Indian Army. This particular technical engagement for Make In India procurement places the company as a preferred OEM for Indian Army.

AAN is 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 and Army Directorate of Indigenization and various Ordnance Factories.

AAN embodies your Company’s Defence Outfit and a Strategic Investment. With the mission Atma Nirbhar Bharat, more involvement with Defence Sector is foreseen.

During the year under review, the Company has recorded a total revenue of '15.73 crores as against '11.65 crores in the previous year. During the year, the Company has earned a profit of '1.30 crores as against a loss of '0.60 crore in the previous year.

This Subsidiary has recorded a total revenue of '4.13 crores in the first quarter ended 30^th June, 2023 as against '4.01 crores in the corresponding quarter of the previous year. The Company earned a profit after tax of '0.47 crore for the first quarter ended 30^th June, 2023 as against '0.10 crore in the corresponding quarter of the previous year.

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

D. Rico Fluidtronics Limited

This Company, during the year under review, has recorded a total revenue of '138.29 crores as against '68.01 crores in the previous year. This Company has earned a profit after tax of '8.16 crores in the financial year ended 31^st March, 2023 as against profit after tax of '5.92 crores in the previous year.

Your Company has received a dividend of '7.60 crores (18 per cent) of '1.80 per Equity Share of '10/- each for the financial year 2022-23 as against dividend of '4.22 crores in the previous year on the same Equity Share Capital.

This Company has recorded a total revenue of '45.17 crores for the quarter ended 30^th June, 2023 as against '23.92 crores in the corresponding quarter of the previous year. The Company has earned a profit after tax of '4.86 crores for the quarter ended 30^th June, 2023 as against profit after tax of '1.01 crores in the corresponding quarter of the previous year.

With reference to previous year’s business realization, development of MSIL Engine K15C Oil Pump & Water Pumps have been completed and these products have been launched in serial production from March, 2022 onwards.

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

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

This Company has now become a direct Subsidiary after merger of its holding Company namely Rico Investments Limited with your Company.

This Company has recorded a total turnover of '302.81 crores during the financial year ended 31^st March, 2023 as against '232.92 crores in the previous year. This Company has incurred a loss of '0.20 crore in the financial year ended 31^st March, 2023 as against the profit after tax of '0.78 crore in the previous year.

Further, this Company has recorded a total turnover of '77.37 crores for the quarter ended 30^th June, 2023 as against '72.54 crores in the corresponding quarter of the previous year. The Company has earned a profit of '0.74 crore for the quarter ended 30^th June, 2023 as against a loss of '0.87 crore in the corresponding quarter of the previous year.

Rico Jinfei Wheels Limited (RJWL), has in its Board Meeting held on 26^th July, 2021 approved the Scheme of Amalgamation (“Scheme”) for merger of Rico Castings Limited (“Transfer or Company”) with RJWL, pursuant to Sections 230 to 232 of the Companies Act, 2013, with effect from Appointed Date i.e. 1^st April, 2021. The Hon’ble NCLT after necessary statutory and regulatory approvals including the shareholders and creditors of the respective Companies have approved the Scheme of Amalgamation, consequently the Transferor Company has been dissolved without winding-up.

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

F. Rico Friction Technologies Limited

This Company has recorded a total turnover of '3.97 crores during the financial year ended 31^st March, 2023 as against '3.03 crores in the previous year. This Company has earned a profit after tax of '0.60 crore in the financial year ended 31^st March, 2023 as against the profit after tax of '0.39 crore in the previous year. This Company has not recommended any dividend for the financial year 2022-23.

Further, this Company has recorded a total turnover of '0.79 crore for the quarter ended 30^th June, 2023 as against '1.01 crores in the corresponding quarter of the previous year. The Company has earned a profit after tax of '0.06 crore for the quarter ended 30^thJune, 2023 as against the profit after tax of '0.20 crore in the corresponding quarter of the previous year.

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

G. Rico Care Foundation

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, 2023 after merger of its Subsidiary Companies with itself. The Company is registered under Section 8 of the Companies Act, 2013 and will undertake Corporate Social Responsibility (CSR) activities on behalf of Rico Group Companies.

NOTES ON ASSOCIATE COMPANIES A. Roop Ram Industries Private Limited

As per the terms and conditions of Power Purchase Agreement (PPA) for solar power, your Company, on 23^rd August, 2021, invested an amount of '2.43 crores by way of purchase of 24,34,640 fully paid-up equity shares of '10/- each (26% of the total paid-up capital) of M/s. Roop Ram Industries Private Limited and from 17^th February, 2022, your Company started procuring 1.40 crore units per year of solar power from the said Company resulting in an approximate savings of '1.80 crores annually.

The financials of the aforesaid Associate Company has not been considered for consolidation in the accounts of your Company. CONSOLIDATED FINANCIAL STATEMENTS Pursuant to Section 129(3) of the Companies Act, 2013 read with rules made thereunder the appended Audited Consolidated Financial Statements of the Subsidiaries and the Joint Venture Company forms part of the Annual Report.

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

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

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

MATERIAL CHANGES AND COMMITMENTS

There was no change in the nature of the business of the Company. As reported last year, the Hon’ble National Company Law Tribunal, Bench at Chandigarh (“NCLT”) have considered and approved the Scheme of Amalgamation (“Scheme”) for merger of the Subsidiary Companies namely Rasa Autocom Limited, Rico Aluminium and Ferrous Auto Components Limited and Rico Investments Limited (“Transferor Companies”) with your Company, with effect from Appointed Date i.e. 1^st April, 2021. Consequently the Transferor Companies have been dissolved without winding-up process.

There were no other material changes and commitments affecting the financial position of the Company occurring between 31^st March, 2023 and the date of this Report.

CREDIT RATING

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

FIXED DEPOSITS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA)

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

RISK MANAGEMENT

Business risk evaluation and its management is an ongoing process within the Company. The same is further discussed in Management Discussion and Analysis, which forms part of this Report.

Details of the Risk Management Committee are given in the Corporate Governance Report. The policy is available on the website link of the Company https://ricoauto.in/tiles/Kev%20Policies.pdf.

SECRETARIAL STANDARDS

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

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

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

CORPORATE GOVERNANCE

A separate report on Corporate Governance containing General Shareholders information, along with the 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

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%20PoMcies.pdf.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of the Companies Act, 2013, after adjusting the amount of CSR required to be spent by Subsidiary Companies amalgamated with your Company ('27.02 lakhs) and the excess amount spent by your Company in the previous year ('23.00 lakhs) the amount to be spent during the financial year

2022-23, worked out to be '4.02 lakhs. The Company has spent an amount of '4.31 lakhs including '0.29 lakhs on voluntary basis towards the CSR activities/projects as specified in CSR policy of the Company during the financial year 2022-23. 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://ricoauto.in/files/Key%20Policies.pdf. All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm’s length basis and prior approval of the Audit Committee was sought for entering into related party transactions. No material related transactions were entered during the financial year under report, accordingly there are no particulars to report in Form AOC-2 which is annexed and forms part of this Report. As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a return has been filed with BSE/NSE. Please also refer note 38 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 2023-24.

ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2023 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 7, 8 and 36 of the standalone financial statements).

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Companies Act, 2013, Shri Samarth Kapur (DIN:01525517), 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 Samarth Kapur is given in the Notice of the AGM.

Shri Yogesh Kapur (DIN:00070038), has been appointed as an Additional Director in the category of Independent Director w.e.f. 26^th August, 2023 and the resolution for regularization of his appointment for five years has been proposed for your approval at this AGM.

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

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

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

BOARD MEETINGS

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

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have carried out the annual evaluation of its own performance, the Individual Directors including the Chairman as well as the evaluation of the working of its Committees. The evaluation of Board as a whole and Non-Independent Directors including Chairman was done by the Independent Directors in their meeting held on 24^th March, 2023. The manner, in which the evaluation has been carried out, has been explained in the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability Report (BRSR) as prescribed by the SEBI Listing Regulations, 2015 has been prepared and forms part of this Annual Report for the financial year 2022-23.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

i) in the preparation of the annual accounts for the financial year ended 31^st March, 2023, 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, 2023 and of the profit for the year 1^st April, 2022 to 31^st March, 2023;

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, 2023 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.

The Company has received a certificate from M/s. B S R & Co. LLP, Chartered Accountants confirming their eligibility to continue as Auditors of the Company.

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 2022-23 are forming parts of this Annual Report. The said Reports are unmodified and there are no qualifications, reservations, adverse remarks or disclaimer.

INTERNAL AUDITORS

M/s. Protiviti India Member Private Limited, the Internal Auditors (CIN:U93000HR2009PTC057389) retired on completion of Internal Audit for the financial year 2022-23. The Board places on record its appreciation for valuable contribution made by them during their association with the Company.

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 2023-24.

APPOINTMENT OF 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 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 2023-24. 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 2022-23 would be filed with the Ministry of Corporate Affairs, Delhi within the stipulated time.

SECRETARIAL AUDITORS

The Secretarial Audit Report for the financial year ended 31 ^st March, 2023 is enclosed and forms part of this report. There is no secretarial audit qualification for the year under review.

The Board has approved re-appointment of Shri Vimal Chadha of M/s. Vimal Chadha & Associates, Company Secretaries (C.P. No.18669, FCS No. 5758), as Secretarial Auditors to carry out the Secretarial Audit of the Company for three financial years from 2022-23 to 2024-25.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY

The Secretarial Audit of Rico Jinfei Wheels Limited, Material Subsidiary of the Company for the Financial Year 2022-23 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 Reports 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 202223 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 2022-23.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

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

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

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

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules) a Company is required to transfer to the DEMAT Account of IEPF Authority all shares in respect of which dividends have not been paid or claimed for seven consecutive years or more. In accordance with the aforesaid provisions of the Act read with the rules, your Company, during the financial year 2022-23, had transferred 26017 shares pertaining to the financial year 2014-15 to the Demat Account of IEPF Authority within the stipulated time period.

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed against the Company by the regulators or courts or tribunals during the financial year 2022-23 impacting the going concern status and Company’s operations in future.

APPLICATION/PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

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

ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

PERSONNEL

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, 2023 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 the Registered Office of the Company.

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

ACKNOWLEDGEMENTS

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

On behalf of the Board of Directors

Arvind Kapur

Chairman, CEO &

Place : Gurugram Managing Director

Date : August 25, 2023 (DIN: 00096308)