The Board of Directors ("the Board") is pleased to present this THIRTY THIRD ANNUAL REPORT of Precision Camshafts
Limited ("the Company") on the business and operations of the Company together with the Audited Standalone and Consolidated
Financial Statements for the year ended March 31, 2025.

1. FINANCIAL RESULTS

The Company's financial performance for the Financial Year under review along with previous year's figures is summarised
below:

2. COMPANY'S FINANCIAL PERFORMANCE AND OUTLOOK

During the Financial Year under review, on a standalone basis, the total revenue for FY 2024-25 stood at ' 61,200.09 Lakhs,
lower than 12.60 % over the previous year's revenue of ' 70,026.71 Lakhs in FY 2023-24. The profit after tax ("PAT")
attributable to the shareholders for FY 2024-25 was ' 735.75 lakhs, registering a decline of 90.61% over the previous
year's PAT of ' 7,840.99 lakhs in FY 2023-24.

The reason for the decline in profitability is mainly attributable to the exceptional items reflecting in the profit and loss
statement. This exceptional item includes compensation recovery from the customer of ' 35.68 Crores and impairment
of investment in subsidiary amounting to 73 Crores. The net effect of these events has resulted in deficit of 34.36 Crores.
Despite the exceptional items, PCL continues to be profitable at a standalone level and has new orders for camshafts up to
2030 and beyond.

On a consolidated basis, the total revenue for FY 2024-25 stood at ' 86,536.22 Lakhs, lower than 18.34 % over the previous
year's revenue of ' 1,05,976.30 Lakhs in FY 2023-24. The profit after tax ("PAT") attributable to the shareholders for FY
2024-25 was ' 5,410.51 Lakhs, registering a growth of 34.07% over the previous year's PAT of ' 4,035.31 Lakhs in FY
2023-24.

Outlook of the business has been discussed in detail in the Management Discussion and Analysis which forms part of this
Annual Report.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the business of the Company.

4. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amounts to the General Reserve. For complete details
on movement in Reserves and Surplus during the financial year ended March 31, 2025, please refer to the Note No. 11
pertaining to 'Statement of Changes in Equity' included in the standalone and consolidated financial statements of this
Annual report.

5. DIVIDEND

Your Board is pleased to recommend a final dividend of ' 1/- per equity share of ' 10/- each for the Financial Year ended
March 31, 2025. The dividend is subject to approval from the members at the ensuing 33^rd Annual General Meeting and
shall be subject to deduction of Income Tax at Source. If the dividend so recommended is declared by the members at the
ensuing Annual General Meeting, the total cash outflow towards dividend would be ' 949.86/- Lakhs.

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as
amended from time to time ("SEBI Listing Regulations") the Company has formulated a Dividend Distribution Policy. The
Dividend Distribution Policy of the Company is also hosted on the website of the Company at PCL - Dividend Distribution
Policy .

6. SHARE CAPITAL

The Authorised Share Capital of your Company as on March 31, 2025, stood at ' 10,000.00 Lakhs divided into 10,00,00,000
equity shares of 10/- each. The issued, subscribed and paid-up equity share capital of the Company is ' 9,498.58 Lakhs
divided into 9,49,85,835 Equity Shares of ' 10/- each. The Company has not allotted any Equity Shares under the exercise
of stock options under Precision Camshafts Limited Employee Stock Option Scheme 2015 ("PCL ESOS 2015").

7. UTILISATION OF IPO PROCEEDS

The proceeds of the IPO have been used for setting up machine shop for machining camshafts and offer related expenses
and general corporate purposes of ' 240 Crores. There is no deviation in use of proceeds from objects stated in the offer
documents. The Company has utilised IPO Proceeds and last Statement of Deviation is submitted to Stock Exchange on
June 07, 2019, and is also available on the website of the Company.

8. CREDIT RATING

The recent Credit rating on standalone basis is: -

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Compnay has an
optimum combination of Executive and Non-Executive
Independent Directors with rich professional experience
and background. As on March 31, 2025, the Company's
Board Consists of 9 Directors as follows:

Pursuant to the provisions of Section 203 of the
Companies Act, 2013 ("the Act"), the Key Managerial
Personnel ("KMP") of the Company as on March 31,
2025 are as mentioned below:-

Changes in the composition of the Board of Directors
of the Company during the Financial Year under
review: In the 32^nd Annual General Meeting of the
Company for the Financial Year 2023-24 held on July
26, 2024, the members of the Company have:

1. Re-appointed Mr. Ameet N. Dravid (DIN: 06806783)
as an Independent Director w.e.f. August 10, 2024,
for a second term of three consecutive years.

2. Re-appointed Ms. Apurva P. Joshi (DIN: 06608172)
as an Independent Director w.e.f. October 01,
2024, for a second term of three consecutive years.

3. Re-appointed Mr. Suhas J. Ahirrao (DIN: 10090429)
as an Independent Director w.e.f. October 01,
2024, for a second term of three consecutive years.

4. Re-appointed Mrs. Anagha S. Anasingaraju (DIN:
02513563) as an Independent Director w.e.f.
October 01, 2024, for a second term of three
consecutive years.

Changes in Key Managerial Personnel of the Company
during the Financial year under review:

1. Mr. Tanmay M. Pethkar resigned from the post of
Company Secretary & Compliance Officer w.e.f.
January 05, 2025.

2. Mr. Harshal J. Kher was appointed as the Company
Secretary and Compliance Officer of the Company
with effect from February 12, 2025.

10. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the
Independent Directors of the Company confirming that
they meet the criterion of Independence as prescribed
under Section 149 (6) of the Act and Regulation 16 (1)
(b) of SEBI Listing Regulations.

In terms of Regulation 25(8) of the SEBI Listing
Regulations, the Independent Directors have confirmed
that they are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge their
duties with an objective independent judgement and
without any external influence.

The Independent Directors have complied with the
Code for Independent Directors prescribed in Schedule
IV to the Function as well as the Code of Conduct for
Directors and Senior Management Personnel.

During the year under review, Independent Directors
of the Company had no pecuniary relationship or
transactions with the Company, other than commission
and reimbursement of expenses incurred by them for the
purpose of attending meetings of the Board of Director
and its Committee. The details of remunerations and/
or other benefits of the Independent Directors are
mentioned in the Corporate Governance Report.

11. A STATEMENT REGARDING OPINION OF THE BOARD
WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY)
OF THE INDEPENDENT DIRECTORS APPOINTED
DURING THE YEAR.

The Board of Directors considered that Ms. Apurva P.
Joshi, Mr. Suhas J. Ahirrao, Mrs. Anagha S. Anasingaraju
and Mr. Ameet N. Dravid possess the requisite expertise
and experience (including proficiency) and they are
person of high integrity and repute and accordingly

recommended their re-appointment as Independent
Director(s) for the second term to the Members.
Members subsequently approved their appointment in
the 32^nd Annual General Meeting. Other than the above,
there are no other appointments / re-appointments for
Independent Directors of the Company in Financial Year
2024-25.

12. BOARD MEETINGS

The Board meets at regular intervals to discuss and
decide on Company / business policy and strategy
apart from other Board business. Notice of the Board
meeting is given well in advance to all the Directors. The
Agenda of the Board / Committee meetings is set by the
Company Secretary in consultation with the Chairperson
and Managing Director and Chief Financial Officer of the
Company. The Agenda for the Board and Committee
meetings covers items set out as per regulations in SEBI
LODR and Act to the extent it is relevant and applicable.
The Agenda for the Board and Committee meetings
includes detailed notes on the items to be discussed at
the meeting to enable the Directors to take an informed
decision.

During the year under review, 5 (Five) Board Meetings
were convened and held on May 23, 2024; August 09,
2024; November 13, 2024; February 12, 2025 and
March 31, 2025 respectively.

The maximum interval between any two meetings was
well within the maximum allowed gap of 120 days.

13. MEETING OF INDEPENDENT DIRECTORS

In compliance with the provisions of Schedule IV of the
Act and Regulation 25(3) of SEBI Listing Regulations, a
meeting of Independent Directors was held on March
24, 2025 to review the performance as per Regulation
25(4) of SEBI Listing Regulations and Schedule IV of the
Act.

The Independent Directors expressed their satisfaction
with the quality, quantity and timeliness of the flow of
information between the Company Management and
the Board. All Independent Directors were present at
the meeting.

14. COMMITTEES OF BOARD

Details of all the Committees along with their charters,
compositions and meetings held during the year are
provided in the report on Corporate Governance which
forms part of this Annual Report and is also available
on the website of the Company at PCL - Corporate
Governance.

15. COMPANY'S POLICY ON DIRECTORS, KMPS AND
EMPLOYEES APPOINTMENT AND REMUNERATION

The Company has in place a Policy on Directors'
appointment and remuneration of the Directors, Key
Managerial Personnel (KMP) and other employees
including criteria for determining qualifications, positive
attributes, independence of a director and other
matters. It is available on the website of the Company
at PCL - Appointment and Remuneration of Directors,
KMPs and employees.

The Company pays remuneration by way of salary,
perquisites, allowances, variable pay, commission
and retirement benefits to its Executive Directors.
The remuneration to the Executive Director(s) is in
accordance with the provisions of the Act and Rules
made thereunder and is within the ceiling limits as
provided thereunder and approved by the shareholders.

The Company's policy of remuneration of the senior
management is structured to attract and retain the talent
and is in turn dependent on following key parameters:

1. Complexities and criticality of the jobs

2. Profile of the employee in terms of his / her
qualification and experience

3. General trends in the industry and market for a
similar talent

4. Incorporation of an element of motivation by way
of remuneration linked to specific performances
wherever applicable.

As a policy of the Company, the Non-executive Directors
are paid commission as a percentage of profit based on
the performance evaluation for that financial year under
review.

16. STATEMENT CONTAINING THE SALIENT FEATURES
OF THE FINANCIAL STATEMENTS OF SUBSIDARIES /
ASSOCIATE COMPANIES / JOINT VENTURES

A statement containing salient features of the financial
statements of subsidiaries in the prescribed format
AOC-1 is appended as Annexure-A to this Report. The
statement also provides details of performance and
financial position.

There has not been any material change in the nature of
the business of the Subsidiaries. As required under SEBI
Listing Regulations and Act, the consolidated financials
of the Company and Subsidiaries are provided in this
annual report.

17. ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information pertaining to conservation of Energy,
Technology absorption, Foreign exchange earnings and
outgo as required under Section 134(3)(m) of the Act,
read with Rule 8(3) of the Companies (Accounts) Rules,
2014 is furnished in Annexure B and is attached to this
report.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company's guiding principle for CSR is to build its
relationship with stakeholders and the community at
large, and to contribute to their long term social good
and welfare, and explained briefly in the Corporate
Governance Report forming part of this Annual Report.

As on March 31, 2025, the composition of Corporate
Social Responsibility (CSR) Committee is as follows

Detailed Annual Report on CSR activities for the Financial
Year ended March 31, 2025 is given as Annexure C
and CSR Policy is also disclosed on the website of the
Company at PCL - CSR Policy.

19. PARTICULARS OF EMPLOYEE REMUNERATION

Disclosures with respect to the remuneration of
Directors, KMPs and employees as required under
Section 197(12) of the Act, read with Rule 5(1) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are given in
Annexure D to this Report.

There were no employee(s) in receipt of remuneration
of ' 1.02 Crores or more per annum or in receipt of
remuneration of ' 8.50 Lakhs per month, under Rule
5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014 except employees
mentioned in Annexure D of this Report.

20. COMMISSION OR REMUNERATION FROM
SUBSIDIARY

During the Financial Year under review, Mr. Karan
Y. Shah, Whole-time Director of the Company has

received remuneration of ' 30.00 Lakhs from MEMCO
Engineering Private Limited - Wholly Owned Subsidiary
(WOS) of the Company.

21. STATEMENT ON FORMAL ANNUAL EVALUATION
OF THE PERFORMANCE OF THE BOARD, ITS
COMMITTEES AND DIRECTORS

The Board of Directors has conducted an annual
evaluation of its own performance, board committees
and individual directors, pursuant to the provisions of
the Act and Regulation 19 read with Schedule II, Part D
of the SEBI Listing Regulations.

The performance of the Board was evaluated by the
Board after seeking input from all the Directors on the
basis of criteria such as the board composition and
structure, effectiveness of board processes, information
and functioning, etc.

The performance of the Committees was evaluated
by the Board after seeking input from the committee
members based on criteria such as the composition of
committees, effectiveness of committee meetings, etc.

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

In a separate meeting of Independent Directors, the
performance of Non- Independent Directors and the
Board was evaluated. Additionally, they also evaluated
the Chairperson of the Board. The Board also assessed
the quality, quantity and timeliness of the flow of
information between the Company management and
the Board, which is necessary for the Board to effectively
and reasonably perform their duties.

The Board of Directors expressed their satisfaction with
the evaluation process.

22. ANNUAL RETURN

Pursuant to Section 92(3) of Act, the copy of Annual
Return for the Financial Year ended March 31, 2025
is placed on the Company's website at PCL - Annual
Return FY 24-25.

23. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

The Company has not given any loans, guarantees or
made investment under section 186 of the Act during
the period under review.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

AH contracts/ arrangements/ transactions entered by
the Company during the Financial year ended March
31, 2025, with related parties were on an arm's length
basis and were in the ordinary course of business. There
were no material related party transactions (RPTs)
undertaken by the Company during the Financial Year
that require Shareholders' approval under Regulation
23(4) of SEBI Listing Regulations or Section 188 of the
Act.

All RPT's were placed before the Audit Committee for
prior approval and the approval of the Audit Committee
was sought for all RPTs. Certain transactions which were
repetitive in nature were approved through omnibus
route. All the Related Party Transactions were compliant
with the applicable provisions of the Act and SEBI Listing
Regulations. Therefore, the disclosure of related party
transactions as required under Section 134 (3)(h) of the
Act in Form AOC-2 is not applicable to the Company and
hence the same is not provided. (Please refer Note No.
33 to the Standalone Financial Statements).

The company has adopted a Related Party Transaction
Policy in line with the requirements of the Act and the
Listing Regulations, as amended from time to time,
which is available on the website of the Company PCL -
Policy on Related Party Transactions.

25. EXPLANATION OR COMMENTS ON QUALIFICATIONS,
RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE STATUTORY AUDITORS,
SECRETARIAL AUDITORS

There were no qualifications, reservations or adversee
remarks made by the Statutory Auditors in the Audit
Report on the Standalone and Consolidated Financial
Statements for the Financial year ended March 31,
2025.

The Report of Secretarial Auditors for the Financial Year
ended March 31, 2025, is also unmodified.

26. MATERIAL CHANGES AFTER THE CLOSURE OF
FINANCIAL YEAR

There were no material changes after the closure of the
financial year.

27. SUBSIDIARIES AND ACQUISITIONS

The Company has 2 (Two) subsidiaries, 2 (Two) step
down subsidiaries as on March 31, 2025.

A) PCL (International) Holding B.V. (“PCL NL”) -
Wholly Owned Subsidiary (“WOS”)

PCL NL is a WOS of the Company based in
Netherlands. The existing customer base of the
Company is predominantly located in Europe
and hence to facilitate coordination between the
Company and the customers, the Management
decided to incorporate a WOS in Netherlands. The
Company, through this WOS, holds 100% stake in
EMOSS Mobile Systems B.V. (Netherlands) and MFT
Motoren und Fahrzeugtechnik GmbH (Germany).
Other objective of having PCL (International)
Holding B.V. is to monitor the performance and
reporting of subsidiaries centrally.

During the Financial Year under review, on
Consolidated basis PCL NL registered a total
revenue of ' 20,629.73 Lakhs as against '
30,719.92 Lakhs in the previous year. The net loss
for the year stood at ' 2,736.32 Lakhs as against
net loss of ' 3,756.35 Lakhs in the previous year.

B) Memco Engineering Private Limited (“MEMCO”)
- WOS

MEMCO is a WOS of the Company based in
Nashik, Maharashtra, India. It is engaged in
the business of manufacturing fuel injection
components for conventional CRDi diesel engines,
brake components, high pressure diesel injector
connectors for naval ships and high precision
instrumentation components. MEMCO enjoys long
term relationships with marquee global customers
like Bosch, Delphi, Endress Hauser and Giro.

During the Financial Year under review, MEMCO
registered a total revenue of ' 4,711.07 Lakhs as
against ' 4,931.97 Lakhs in the previous year. The
net profit for the year stood at ' 137.39 Lakhs as
against net loss of ' 22.98 Lakhs in the previous
year.

C) MFT Motoren und Fahrzeugtechnik Gmbh
(“MFT”) - Step Down Subsidiary

MFT is engaged in the business of manufacturing
Balancer Shafts (i.e. fully machined, hardened
and balanced vertical and horisontal Balancer
shafts), Camshafts, Bearing Caps, Engine Brackets
and Prismatic Components (i.e. powertrain,
brake and chassis components, machining of all
casting materials). MFT has established enduring
partnerships with prestigious global clients such
as Volkswagen, Audi, Mercedes-Benz, Westphalia,
Hatz, Suzuki, and others.

D) Emoss Mobile Systems B.V. (“EMOSS”) - Step
Down Subsidiary

EMOSS is a one-of-a-kind business that designs,
develops, produces and supplies complete electric
powertrains for trucks, busses, military vehicles and
heavy equipment. EMOSS business model includes
conversion of diesel trucks into ready to use electric
trucks. The company also manufactures "ready
to assemble modular kits" which are assembled
onto the chassis. EMOSS provides an end-to-end
solution to its customers which includes research
and development, engineering, production, testing,
certification, delivery and post-sales service.
EMOSS also provides real-time power management
and tracking via an integrated cockpit setup. The
trucks powered by Electric Drivelines can carry a
maximum payload of 50 tons with a mobility of up
to 350 km which may be extended beyond 500 km
with long range extenders developed by EMOSS.
Acquisition has paved access to electrical mobility
markets such as Europe, North America, Australia
and New Zealand.

The Company has formulated a policy for
determining "material" subsidiaries is available
on the website of the Company at PCL - Policy for
determining Material Subsidiaries

28. STATEMENT ON RISK MANAGEMENT POLICY

The Company has in place Risk Management Committee
to identify, assess, monitor and mitigate various risks
to the Company. The Committee is responsible for
monitoring and reviewing the risk management plan and
ensuring its effectiveness The Company's future growth
is linked with general economic conditions prevailing
in the market. Management has taken appropriate
measures for identification of risk elements related to
the Industry, in which the Company is engaged, and is
always trying to reduce the impact of such risks. The
Company has also formulated Risk Management Policy
and Risk Management Systems are evaluated by the
Audit Committee.

The Company has adopted a Risk Management Policy in
accordance with the provisions of the Act and Regulation
21 of the SEBI Listing Regulations. Risk Management
Policy is hosted on website of the Company at PCL - Risk
Management Policy.

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

During the year under review, there were no significant
and material orders passed by regulators or courts
or tribunals impacting the going concern status and
Company's operation in future.

However, the Ministry of Corporate Affairs (MCA) had
conducted an investigation u/s 210 of CA 2013 into
the affairs of the Company and had passed orders for
violations by the Company and its Directors. Further,
an option was provided to the company to apply for
compounding of offenses under Section 441 of the
Companies Act, 2013. Accordingly, the Company had
filed an application for compounding of the offences
to the Regional Director. However, due to pendency of
tax matter with Commissioner of Income Tax (CIT) the
company has since withdrawn the said applications, but
have reserved its right to re-submit the compounding
applications post the matter stated above is decided by
CIT.

30. STATEMENT IN RESPECT OF ADEQUACY OF
INTERNAL FINANCIAL CONTROL WITH REFERENCE
TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial
controls with reference to the Financial Statements.
The policies and procedures adopted by the Company,
cover orderly and efficient conduct of business including
adherence to the Company's policies, safeguarding of
the assets of the Company, prevention and detection
of fraud and errors, accuracy and completeness of
accounting records and the timely preparation of
reliable financial information. The Audit Committee
periodically reviews the internal control systems with the
Management, Internal Auditors and Statutory Auditors
assess the adequacy of internal audit functions.

During the year under review, these controls were
assessed, and the observations of the Auditors were
addressed by the Company after taking necessary
steps to strengthen the financial controls and improve
the systems. The Statutory Auditors have certified the
adequacy of the Company's internal financial control
systems over financial reporting, based on the criteria
outlined in the Guidance Note issued by the Institute of
Chartered Accountants of India.

31. DEPOSITS

During the year under review, the Company has not
accepted any deposits.

32. CORPORATE GOVERNANCE REPORT

The report on Corporate Governance is about maximising
shareholder value legally, ethically and sustainably.
Corporate Governance Report is set out in this Annual
Report as Annexure E.

A certificate from M/s J. B. Bhave & Co., Practising
Company Secretaries regarding compliance with
conditions of corporate governance as required under
SEBI Listing Regulations also forms part of this Annual
Report as Annexure F.

A certificate from M/s J. B. Bhave & Co., Practising
Company Secretaries regarding compliance with
Schedule V of SEBI LODR also forms part of this Annual
Report as Annexure G.

33. SECRETARIAL AUDIT REPORT AND ANNUAL
SECRETARIAL COMPLIANCE REPORT

Pursuant to the provisions of Section 204 of the Act read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board appointed
M/s. J. B. Bhave & Co., Practising Company Secretaries,
Pune as the Secretarial Auditors of the Company for the
Financial Year 2024-2025. There are no qualifications/
observations/ remarks in the Secretarial Audit Report

for the Financial Year ended March 31, 2025, which is
annexed herewith as Annexure H to the Annual Report.

Pursuant to SEBI Circular CIR/CFD1/27/2019 dated
February 08, 2019, all listed entities shall, additionally,
on annual basis, submit a report to the Stock Exchange(s)
on compliance of all applicable SEBI Regulations and
circulars / guidelines issued thereunder within 60 days
of end of Financial Year. Such report shall be submitted
by Company Secretary in practice to the Company in
the prescribed format. The Company has received this
report from M/s J.B. Bhave & Co., Company Secretaries,
Pune for the Financial Year ended March 31, 2025, and
it has been submitted to the stock exchange(s) within
the stipulated time. The said report form's part of this
Annual Report as Annexure I.

Disclosure under SEBI (Shared Based Employee Benefits
and Sweat Equity) Regulation, 2021 is available on the
website of the Company at ESOP Disclosure 2024-25.

The certificate from M/s. J. B. Bhave & Co., Practicing
Company Secretaries, Pune, Secretarial Auditors
of the Company, confirming that the scheme has
been implemented in accordance with the aforesaid
regulations and in accordance with the resolution passed
by the Members of the Company would be placed before
the Members at the ensuing Annual General Meeting.

35. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of
its constituents in a fair and transparent manner by
adopting the highest standards of professionalism,
honesty, integrity and ethical behaviour. The Company
has adopted a Whistle Blower Policy (Vigil mechanism)
to provide a formal mechanism to the Directors and
employees to report their concerns about unethical
behaviour, actual or suspected fraud, irregularities or
violation of the Company's Code of Conduct. The Policy
provides for adequate safeguards against victimisation
of employees who avail of the mechanism and also
provides for direct access to the Chairperson of the
Audit Committee.

The detailed policy on Vigil mechanism is disclosed on
the website of the Company at PCL - Vigil Mechanism
Policy.

36. DISCLOSURES UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for Prevention of
Sexual Harassment (PoSH) at workplace. This inter alia
provides a mechanism for the resolution, settlement or
prosecution of acts or instances of Sexual Harassment

at work and ensures that all employees are treated with
respect and dignity. The Company has also complied
with the provisions relating to the constitution of
Internal Complaints Committee ("ICC") under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

The composition of the PoSH Committee at the
registered office is as follows:

The composition of the PoSH Committee at the corporate
office is as follows:

37. DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS UNDER SECTION 143(12) OF THE
COMPANIES ACT, 2013 OTHER THAN THOSE WHICH
ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year ended March 31, 2025, there were no
instances of fraud which were reported by the Statutory
Auditors to the Audit Committee/ Board.

38. AUDITORS

(a) STATUTORY AUDITOR

The members at the 32^nd AGM of the Company
reappointed M/s MSKA & Associates, Chartered
Accountants (Firm Reg. No. 105047W) as
the Statutory Auditors of the Company for a
consecutive term of 5 (Five) years to conduct the
Statutory Audit from the Financial Year 2023- 24 to
Financial Year 2027-28 and to hold office from the
conclusion of 32^nd AGM till the conclusion of AGM
to be held for Financial Year 2027-28.

(b) COST AUDITORS

The Board of Directors, on the recommendation
of Audit Committee, had appointed M/s. S. V.
Vhatte and Associates, Cost Accountants [Firm
Registration No.: 100280] as Cost Auditors to audit
the cost accounts of the Company for the Financial
Year ended March 31, 2024. The Cost Audit report
for the Financial Year 2024-25 will be filed with the
Ministry of Corporate Affairs on or before the due
date. The Board on recommendations of the Audit
Committee have appointed M/s. S. V. Vhatte and
Associates, Cost Accountants [Firm Registration
No.: 100280] as Cost Auditors to audit the cost
accounts of the Company for the Financial Year
ended March 31, 2025, subject to ratification of
remuneration by the members at the ensuing AGM.
The cost accounts and records of the Company are
duly prepared and maintained as required under
Section 148(1) of Act.

(c) INTERNAL AUDITORS

The Company had appointed M/s Unicus Risk
Advisors LLP as Internal Auditors of the Company
for the Financial Year ended March 31, 2025.
However, M/s Unicus Risk Advisors LLP resigned
from their position w.e.f November 13, 2024,
citing pre-occupation in other assignments
and other personal reasons. Subsequently, the
Board of Directors appointed M/s B S and Co.
LLP., Chartered Accountants, Pune as Internal

Auditors w.e.f February 12, 2025. The scope and
authority of the Internal Auditor is as per the terms
of reference approved by the Audit Committee.
The Internal Auditors monitor and evaluate the
efficiency and adequacy of internal control systems
in the Company, its compliance with operating
systems, accounting procedures and policies of
the Company. Significant audit observations and
recommendations along with corrective actions
thereon are presented to the Audit Committee of
the Company.

39. REPORT ON MANAGEMENT DISCUSSION AND
ANALYSIS

The Management Discussion and Analysis Report as
required under SEBI Listing Regulations forms part of
this Annual Report.

40. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of
Directors of your Company to the best of their knowledge
and ability hereby state and confirm that:

1. in the preparation of the annual accounts, the
applicable accounting standards had been followed
along with proper explanation relating to material
departures;

2. 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;

3. 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;

4. the Directors had prepared the annual accounts on
a going concern basis;

5. the Directors had laid down internal financial
controls to be followed by the Company and such
internal controls are adequate and were operating
effectively; and

6. 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.

41. CODE OF CONDUCT FOR BOARD AND SENIOR
MANAGEMENT

The Company has adopted the Code of Conduct for
the Directors and Senior Management and the same is
available on the website of the Company at PCL - Code
of conduct for Board and Senior Management .

All Directors and Senior Management members have
affirmed their compliance with the said Code. A
declaration pursuant to the Regulation 26 (3) read with
Part D of the Schedule V of the SEBI Listing Regulations
signed by Managing Director to this effect forms part of
Corporate Governance Report of this Annual Report.

42. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

A detailed Business Responsibility and Sustainability
Report in terms of the provisions of Regulation 34 of
the SEBI Listing Regulations is available as a separate
section in the Annual Report.

43. COMPLIANCE OF APPLICABLE SECRETARIAL
STANDARDS

The Company is in compliance with the applicable
secretarial standards issued by the Institute of Company
Secretaries of India from time to time.

44. INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of sections 124 and
125 of the Act and Investor Education and Protection
Fund (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules") dividends which remain unpaid
or unclaimed for a period of seven years from the
date of transfer to the Unpaid Dividend Account are
required to be transferred by the Company to the
Investor Education and Protection Fund ("IEPF"). The
Members whose shares are transferred to the IEPF
Authority can claim their shares/dividend from the
IEPF Authority by following the procedure prescribed in
the Rules. In accordance with the said IEPF Rules and
its amendments, the Company had sent notices to all
the Shareholders whose shares were due for transfer
to the IEPF Authority and simultaneously published
newspaper advertisements. The Company had
frequently sent communication to these shareholders
by email whose email address are available with R&T /
DP and also through various other modes viz. notice of

general meeting or notice regarding deduction of tax at
source (TDS) for dividend payment etc.

45. CONTRIBUTION OF INDEPENDENT DIRECTORS TO
THE GROWTH OF THE COMPANY

The Company's Board of Directors is strategically
composed of Independent Directors with diverse
professional backgrounds, bringing significant value
to the organisation. Each Independent Director
contributes deep expertise, integrity, and a strong
industry reputation built over years of experience. Their
proficiency spans across key areas such as Finance,
Company Law, Forensic Audit, Corporate Restructuring,
Commercial Law, and Audit—core functions essential
to any business. This collective knowledge ensures
that the Company adheres to the highest standards of
ethics, corporate governance, transparency, industry
best practices, and remains aligned with global
advancements in technology.

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

During the year, the Company has not made any
application nor there is any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 as at the
end of the Financial Year.

47. 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 THE REASONS
THEREOF.

During the Financial year, the Company has not initiated
One Time Settlement with the Banks or Financial
Institutions and therefore no details are required to be
furnished.

48. CAUTIONARY STATEMENTS

Statements in this report, particularly those which relate
to Management Discussion and Analysis, describing
the Company's objectives, estimates and expectations
may constitute 'forward looking statements' within
the meaning of applicable laws and regulations. Actual
results may differ materially from those either expressed
or implied.

49. ACKNOWLEDGEMENTS

The Directors would like to place on record their deep appreciation to employees/ workers at all levels for their hard work,
dedication and commitment. The Board places on record its appreciation for the support and co-operation your Company
has been receiving from its Shareholders, Customers, Business Associates, Bankers, Suppliers and all other stakeholders
for their continued support and their confidence in its management.

For and on behalf of the Board of Directors of
Precision Camshafts Limited

Yatin S. Shah Ravindra R. Joshi

DIN:00318140 DIN:03338134

Chairman and Managing Director Whole-time Director and CFO

Registered Address: D5 M.I.D.C. Chincholi, Solapur, Maharashtra, India, 413255

Date: May 27, 2025 Date: May 27, 2025

Place: Solapur Place: Solapur