The Board of Directors present the Company’s 43^rd Annual Report and the Audited Financial Statements for the financial year ended 31^st March, 2026.

FINANCIAL RESULTS

(' in Crores)

RESULT OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

manufacturing, empowering customers with innovative, reliable, and high-performance solutions.

The Company’s export turnover recorded a steady growth during FY 2025-26. On a standalone basis, export turnover stood at ^337.08 crore, as against ?326.86 crore in the previous year. On a consolidated basis, export turnover increased to ^390.00 crore from ?353.00 crore in the previous year, reflecting the Company’s continued focus on expanding its international business presence. The Company has built a strong reputation as a reliable exporter of critical components, supported by robust quality systems. To effectively support and manage its international clientele, the Company has established a comprehensive network of warehousing facilities in Europe (Germany, France) and USA (Detroit, North Carolina, Ohio) and business representations across key global markets.

Further details as regards the efforts of your Company have been mentioned in the Management Discussion and Analysis section of this report.

OUTLOOK OF THE COMPANY

The Indian Auto Component Industry will continue its strong growth trajectory and remained a key contributor to the country’s manufacturing ecosystem and exports. The domestic clean mobility landscape witnessing a significant shift driven by advancements in Hybrid Electric, Plug in Hybrid, Battery Electric, Flex Fuel and Fuel Cell Electric Vehicles. The Company is well-positioned to capitalize on these emerging trends by leveraging its technological expertise and robust capabilities.

Your Company anticipates good growth over the next few years driven by an increase in demand of components for Hybrid, Electric and ICE vehicles for Domestic and Export markets. The Company has also secured new orders worth approximately INR 2,500 crore over a program life of 5 years, providing strong visibility for future growth. Our new Hosur facility aligned towards next-gen mobility manufacturing will contribute to the vision of 3X growth of the Company.

PLANTS AND FACILITIES

The Company has well developed modern flexible manufacturing facilities to meet customer expectations. These facilities are geographically spread and strategically located to de-risk its operations. The Company has launched various new businesses for optimum utilization of its existing capacities.

The Company has continually increased the use of renewable sources both from Solar and Wind energy in its plants. This will support our target of reducing carbon footprint and also savings in energy cost.

The readiness of the upcoming new Facility at SIPCOT Industrial Park, Shoolagiri, Hosur, Tamil Nadu is in progress and expected to start its commercial production during Q3 of the current financial year. This will cater to the requirements of Toyota, AISIN and other OEMs in southern region primarily for Hybrid and EVs.

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

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013 read with rules made thereunder the appended Audited Consolidated Financial Statements of the Subsidiaries and the Joint Venture Company forms part of the Annual Report.

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

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

SUBSIDIARY AND JOINT VENTURE COMPANIES

Your Company has six (6) Subsidiaries. There was no material change in the nature of the business of any Subsidiary Company.

A statement providing details of performance and salient features of the financial statements of Subsidiary, Associate and Joint Venture Companies as per section 129(3) of the Act, is provided in Annexure to the Financial Statement in form AOC-1.

The policy for determining Material Subsidiaries is available on the Company’s website and can be assessed at https://www.ricoauto. in/key-policies.html. Pursuant to SEBI (LODR) Regulations, 2015, Rico Jinfei Wheels Limited is material subsidiary of the Company.

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

This Company is a Material Subsidiary of your Company, has two divisions. Wheels Division, which specializes in designing and producing light weight, durable, and aesthetically superior alloy wheels for scooters, motorcycles, and electric two-wheelers. Our in-house R&D team collaborates with key customers like Hero, Bajaj and Honda to develop custom designs that align with evolving market trends and rider preferences.

This Company’s Pump Division’s (after merger of Rico Fluidtronics Limited) core business is manufacturing of Oil and Water Pumps for PV and CV applications. The customer base includes Maruti Suzuki, Renault Nissan, Mahindra & Mahindra and many more are under discussion for future opportunities. We have been supporting our customers for both domestic as well as oversees requirements.

During the year, The Hon’ble National Company Law Tribunal, Chandigarh (“NCLT”), vide its order dated 1^st July, 2025, has approved the scheme of amalgamation of M/s. Rico Fluidtronics Limited (RFL) with and into M/s. Rico Jinfei Wheels Limited, with appointed date being 1^st April, 2023.

Post merger, the Company holds 10,59,25,000 Equity Shares (96.31%) of M/s. Rico Jinfei Wheels Limited.

The Company has recorded a total turnover of ^650.53 crore during the financial year ended 31^st March, 2026 as against ^645.01 crore in the previous year. This Company has made a net profit of ?26.45 crore as against the profit of ?17.85 crore in the previous year.

B. AAN Engineering Industries Limited

AAN, an AS 9100D Certified Company, defines it as a “Manufacturer of Precision Machined Components & Assemblies” including systems for the Aerospace, Naval and Defense Industry.

AAN offers an extensive array of services for the manufacture of components/sub-systems and system sheet metal within the Defense, Naval & Aerospace Industry. These include Design and Development of Tooling, Casting, Machining and Assembly, supported by CAD, CAM, CAE, and R&D testing facilities. AAN works with a wide range of Raw Materials - Aluminum Alloy, Alloy Steel and High Manganese Steel and Raw Material/ Castings as required by the client.

AAN Engineering has acquired a Defense Industrial License for Containerized Shooting Ranges. The Company has state of art production facility for manufacturing of Indoor Containerized Shooting Range. Production & Delivery of Container Ranges to various military and paramilitary locations is being successfully done by the Company.

The Company also has signed Transfer of Technology (ToT)

with TBRL (DRDO) for Design & Manufacturing of Baffle Shooting Ranges for Indian and Global Armed forces. There is growing demand and requirement of Baffles Ranges across Indian Armed & Paramilitary forces and the Company is fully geared to deliver the same. AAN is executing Baffle Range Design Consultancy Contract with Indian Army and Homeland Security organizations.

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, Army Directorate of Indigenization and various Ordnance Factories and has a Defense Industrial License for Ammunition manufacturing due to which it is placed favorably as a supplier to all.

AAN embodies your Company’s Defense Outfit and Strategic Investment. With the mission of Atma Nirbhar Bharat, more involvement with Defense sector is foreseen.

During the year under review, the Company recorded a total revenue of '22.80 crore as against '9.49 crore in the previous year. During the year, the Company earned a profit of '2.25 crore as against a profit of '1.4 crore in the previous year. During the Financial Year and period under review your Company has not made any additional investment in this Subsidiary.

C. Rico Friction Technologies Limited

The Company is engaged in manufacturing of Friction material for Automotive application. This Company has declared and paid final dividend of '1.09 crore (100%) of '10.00 per equity share of '10/- each for the FY 2025-26.

During the year under review, the Company recorded a total revenue of '7.25 crore as against '6.92 crore in the previous year. During the year, the Company has earned a profit after tax of '1.59 crore as against a profit of '1.75 crore in the previous year.

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

D. 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. During the year under review, the Company recorded a total revenue of '165.75 crore as against '122.39 crore in the previous year. During the year, the Company has earned a profit of '1.46 crore as against a profit of '1.04 crore in the previous year.

This Company has paid dividend during the year amounting to '6.83 crore subject to applicable taxes. During the financial year, your Company has not made any additional investment in this Subsidiary.

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

There is a change of business model of your Company according to which it has started direct supplies to many of the European Customers after Brexit.

F. Rico Care Foundation (Section 8 Company)

The Company is registered under Section 8 of the Companies Act, 2013 for undertaking Corporate Social Responsibility (CSR) activities focusing on critical areas including education, healthcare, sports, environment protection, community development and wellbeing. This Company also undertakes CSR projects of Rico Group Companies.

Your Company’s investment in the Company stands at '2,99,000/-(59.80% of the total paid-up capital) as on 31^st March, 2026.

The financials of the aforesaid Company have not been considered for consolidation in the accounts of your Company.

ASSOCIATE COMPANIES

A. Roop Ram Industries Private Limited

This Company is associated with your Company as per the terms and conditions of the Power Purchase Agreement (PPA) for supply of Sustainable Solar Power. There is no change in investment of '2.43 crore (24,34,640 fully paid-up equity shares of '10/- each, 26% of the total paid-up capital) during the year.

B. Boond Renewable Energy Private Limited

The Company has made investment of '0.34 Crore (26% of equity share capital) in Boond Renewable Energy Private Limited by way of purchase of 3,39,479 Equity Shares of '10/- each vide Board Resolution dated 01^st April, 2025 towards purchase of Renewable Energy during the year.

The financials of the aforesaid Associate Companies have not been considered for consolidation in the accounts of your Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA)

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

RISK MANAGEMENT

The Company has a structured Risk Management framework designed to identify, assess and mitigate risks appropriately. Risk evaluation and its management is an ongoing process within the Company. The Board has constituted a Risk Management Committee to frame, implement, monitor and review the Risk Management Policy and to ensure its effectiveness. Details of the Risk Management Committee are given in the Corporate Governance Report. The policy is available on the website link of the Company hnps://ricoauto.m/files/Key%o20 Policies.pdf. The Audit Committee has an additional oversight on the financial risks and controls.

HUMAN RESOURCES

Please refer to the paragraphs on Human Resources in the Management Discussion & Analysis section for detailed analysis. During the year under report, the Industrial relations with personnel remained cordial, at all Plants.

MATERNITY BENEFITS

The Company has complied with the provisions of Maternity Benefit Act, 1961 during the year.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

At Rico, we are firmly committed to maintain a safe, inclusive, and respectful workplace for all employees.

In compliance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICC), to consider and resolve the complaints related to sexual harassment, reinforcing our zero-tolerance approach towards any form of harassment.

All employees (permanent, contractual, temporary, trainees, etc.) and visitors are covered under the said Policy. The ICC includes external members with relevant experience. The ICC work extensively on creating awareness on relevance of sexual harassment issues. The employees are required to undergo a training on POSH to sensitize themselves and strengthen their awareness.

During the Financial Year under review:

1. Number of sexual harassment complaints received during the year - Nil

2. Number of complaints disposed of during the year - NA

3. Number of cases pending for more than 90 days - NA

Your Company has filed the POSH annual return within the prescribed timeline, ensuring full regulatory compliance and remains committed to creating a workplace where dignity, equality, and safety are non-negotiable. Through continuous education, visible support structures, and a strong reporting framework, we strive to uphold the values of respect and trust across the organization.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended and forming part of this Report for the year ended 31^st March, 2026 are set out in the Annexure of this Report.

The Company further confirms that, apart from the name of the employees so disclosed, there were no other employees whose disclosure is required under the said rule during the financial year under review.

However, the Annual Report, excluding the Annexure, is being sent to the Members of the Company in terms of the provisions of Section 136 of the Companies Act, 2013. A Member who is interested in obtaining these particulars may write to the Company Secretary at cs@ricoauto.in.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability Report (BRSR) as prescribed by the SEBI Listing Regulations, 2015 has been prepared and forms part of this Annual Report for the FY 2025-26.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

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

CORPORATE GOVERNANCE

A separate report on Corporate Governance containing General Shareholders information, along with the Certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as a part of this Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Board consists of Ten Directors - Four Executive Directors, one Non-Executive Non-Independent Director and Five Non-Executive Independent Directors including one Woman Independent Director.

They all have considerable experience in their respective fields. The Chairman of the Board is an Executive Director.

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 resume of Shri Samarth Kapur is given in the Notice of the AGM.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31^st March, 2026 are:

i) Shri Arvind Kapur, Chairman, CEO and Managing Director;

ii) Shri Rajiv Kumar Miglani, Whole-time Director (Designated as Executive Director);

iii) Shri Kaushalendra Verma, Whole-time Director (Designated as Executive Director);

iv) Shri Samarth Kapur, Whole-time Director (Designated as Executive Director);

v) Shri Naveen Sorot, Chief Financial Officer; and

vi) Ms. Ruchika Gupta, Company Secretary & Compliance Officer.

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

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act read alongwith the Rules made thereunder and are independent of the Management.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have carried out the annual evaluation of its own performance, the Individual Directors including the Chairman as well as the evaluation of the working of its Committees. The evaluation of Board as a whole and Non-Independent Directors including Chairman was done by the Independent Directors in their meeting held on 17^th March, 2026. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

BOARD MEETINGS

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

AUDIT COMMITTEE

Your Company has an Audit Committee to meet the requirements of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Details of the Audit Committee are given under the Corporate Governance Report. There are no recommendations of the Audit Committee which were not accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

Your Company has in place a duly constituted Nomination and Remuneration Committee to meet the requirements of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the Nomination and Remuneration Committee are given under the Corporate Governance Report.

The Board has framed (i) Policy on Board Diversity; and (ii) Nomination & Remuneration Policy which lays down a framework in relation to the remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. This Policy is placed on the website link of the Company https://ricoauto.in/ files/Key%o20Policies.pdf.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of the Companies Act, 2013, the amount to be spent during the FY 2025-26, worked out to be TO0.35 lakhs. The Company has spent an amount of ?60.35 lakhs towards the CSR activities/projects through M/s. Rico Care Foundation, Section 8 Company as specified in CSR Policy of the Company during the FY 2025-26. The CSR activities of the Company are 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 hnps://ncoauto.m/files/Key%o20Policies.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%o20Policies.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 hnps://ricoauto.m/files/Key%o20Policies.pdf. All contracts/

arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm’s length basis and approval of the Audit Committee was sought for entering into related party transactions. No material related transactions were entered during the financial year, accordingly there are no particulars to report in Form AOC-2 which is annexed and forms part of this Report. As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a return has been filed with BSE/NSE. Please also refer to note no. 45 to the standalone financial statements for related party disclosures.

LISTING OF EQUITY SHARES

The Equity Shares of your Company are presently listed on the BSE Limited and National Stock Exchange of India Limited. The Annual Listing Fees have been paid for the FY 2026-27.

ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2026 is available on the website link of the Company https://www.ricoauto. in/investor/annual-return/Draft%20Annual%20Return-25-26.pdf.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of investments made, loans and guarantees given are provided in the standalone financial statements.

FIXED DEPOSITS

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

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability confirm that:

i) in the preparation of the annual accounts for the financial year ended 31^st March, 2026, 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, 2026 and of the profit for the year 1^st April, 2025 to 31^st March, 2026;

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, 2026 have been prepared on a going concern basis;

v) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATUTORY AUDITORS

M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No.101248W/W-100022) were appointed as Statutory Auditors of your Company at the 39^th Annual General Meeting (AGM) held on 30^th September, 2022, to hold office for a term of five consecutive years till the conclusion of 44^th AGM to be held in the year 2027.

As required under Regulation 33 of the SEBI (LODR) Regulations, 2015, the Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Reports given by the Statutory Auditors on the financial statements (Standalone and Consolidated) of the Company for the FY 2025-26 form part of this Annual Report. The said Reports are unmodified and there are no qualifications, reservations or adverse remarks.

INTERNAL AUDITORS

The Board on the recommendation of the Audit Committee has appointed M/s. Grant Thornton Bharat LLP (LLPIN: AAA-7677) as the Internal Auditors of the Company for the FY 2026-27.

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 to ensure proper compliance.

The Board, on the recommendation of the Audit Committee, has re-appointed M/s. MM & Associates, Cost Accountants (Firm Registration No.000454) as Cost Auditors to carry out the cost audit of the Company for the FY 2026-27. 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 FY 2025-26 would be filed with the Ministry of Corporate Affairs, Delhi within the stipulated time.

SECRETARIAL AUDIT REPORT

The Board of Directors of the Company, on the recommendation made by the Audit Committee, had appointed M/s. PG & Associates, Practicing Company Secretaries (Peer Review Certificate No.6917/2025), as the Secretarial Auditors of the Company for the FY 2025-26 to 2029-30.

Secretarial Audit Report under Section 204 of the Act read with Rules made thereunder and Regulation 24A of the Listing Regulations from M/s. PG & Associates, is set out in Annexure to this Report and has taken note for compliance.

The Secretarial Compliance Report for the FY 2025-26, has been taken on record.

SECRETARIAL AUDITORS

Pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and pursuant to Regulation 24A of SEBI (LODR) (Third Amendment) Regulations, 2024, with effect from 1^st April, 2025, the listed companies have to obtain shareholders’ approval for appointment of Secretarial Auditors.

Accordingly, the Board of Directors of the Company at their Meeting held on 12^th August, 2025, based on the recommendation of the Audit Committee, and the Shareholders at the 42^nd AGM held on 16^th September, 2025, approved appointment of M/s. PG & Associates, Practicing Company Secretaries, having Peer Review Certificate No.6917/2025 as Secretarial Auditor of the Company, in accordance with the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of the SEBI Listing Regulations and other applicable provisions, if any, for a term of five (5) consecutive years, commencing from 1^st April, 2025 till 31^st March, 2030.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY

The Secretarial Audit of Rico Jinfei Wheels Limited, Material Subsidiary of the Company for the FY 2025-26 was carried out pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Secretarial Audit Report of the Subsidiary is annexed to this report and has taken on record.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the FY 2025-26 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 FY 2025-26.

SECRETARIAL STANDARDS

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

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

Corporate Governance Report contains details of transfer of Unpaid/ unclaimed Dividends and Shares transferred to Investor Education and Protection Fund (IEPF).

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS/ TRIBUNALS

There were no significant and material orders passed by any Regulator, Court or Tribunal during the year under review that would impact the going concern status of the Company or its future operations.

REPORTING OF FRAUD BY AUDITORS

During the year under review, no fraud was reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year under review.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company have occurred between 31 ^st March 2026 and the date of this Report.

PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no application has been made or any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

ONE-TIME SETTLEMENT WITH BANKS OR FINANCIAL INSTITUTIONS

During the year under review, the Company has not entered into any one-time settlement with any Bank or Financial Institution.

APPRECIATION

Your Directors convey their appreciation for shareholders, customers, suppliers as well as vendors, bankers, business associates, regulatory, and government authorities for their continued support.

The Board of Directors place on record sincere gratitude to all employees for their unwavering dedication, resilience, and collaborative spirit. We are confident in our ability to drive our continued success in the years ahead.