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

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.

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 cs@ratnaveer.com .

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)