Pritika Engineering Components Ltd Directors Report

Dear Shareholders,

The Directors have pleasure in presenting their 7^th Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS

The Financial results are briefly indicated below:

(In Lakhs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations (net)	8717.22	8232.30	8732.39	8232.30
Other Income	49.29	38.18	23.13	12.50
Profit before Interest,	1192.30	1068.32	1166.72	1042.14
Depreciation and Tax (PBIDT)
Interest	391.23	363.57	394.56	363.57
Profit before Depreciation and	801.07	704.75	772.16	678.57
Tax (PBIT)
Depreciation	316.60	279.07	323.31	279.07
Profit before Tax Expenses	484.47	425.68	448.85	399.50
Tax Expenses	112.85	71.85	112.84	71.85
Profit after Tax	371.62	353.83	336.01	327.65
Other Comprehensive Income	(4.15)	(0.04)	(4.15)	(0.04)
Total Comprehensive Income	367.47	353.79	331.86	327.61
EPS- Basic	3.03	4.08	2.74	3.78
Diluted	3.03	4.08	2.74	3.78

The Standalone Revenue from the operations (net) for the Financial Year 2023-24 was Rs.8717.22 lac (Previous year Rs.8232.30 lac). The company earned Net Profit of Rs. lac 371.62 (Previous Year Rs.353.83 lac).The Earning per share was Rs. 3.03.

The Consolidated Revenue from the operations (net) for the Financial Year 2023-24 was Rs. 8732.39 lac (Previous Year Rs. 8232.30 lac). The company earned Consolidated Net Profit Rs.336.01 lac (Previous Year Rs.327.65 lac). The Consolidated Earning per share was Rs. 2.74.

There was no change in the nature of business of the company during the year.

The previous year figures have been restated, rearranged, regrouped and consolidated, to enable comparability of the current year figures of accounts with the relative previous years figures.

2. INDUSTRIAL SCENARIO

The Indian tractor industry stands as a significant pillar in the countrys agricultural landscape, poised for steady growth and innovation in the coming years. With a robust market estimation of USD 2.37 billion in 2024, expected to climb to USD 3.13 billion by 2029 at a CAGR of 5.80%, the sector is witnessing positive trends driven by various factors. The demand surge for agricultural machinery, particularly tractors, can be attributed to several stimuli such as higher Kharif sowing, favorable monsoon conditions, increased rural spending by the government, and exemptions from lockdown restrictions.

The tractor industry has ended the fiscal FY24 with an 8 per cent decline in domestic sales after reporting peak volumes in the previous fiscal. Though tractor exports fell 22 per cent in FY24, the March quarter signaled a rebound with positive growth in shipments.

[Source](https://www.thehindubusinessline.com/economy/agri-business/domestic-tractor-sales-fall-8-in-fy24-on-el- nino-impact/article68058563.ece). ICRA estimates the industry volumes to grow at a modest pace in FY2025, aided by expectation of an above normal monsoon and consequent favourable impact of the same on farm cash flows.

Indias tractor market, one of the largest globally, witnesses dominance by indigenous OEMs like Mahindra & Mahindra Limited, TAFE, International Tractors Ltd (Sonalika), and Escorts Limited, although international players like Deere & Company and CNH have also established a significant presence.

The trend of custom hiring of tractors is gaining momentum, with various stakeholders, including government agencies and local entrepreneurs, contributing to its proliferation. States like Karnataka, Maharashtra, and Rajasthan have witnessed significant strides in the establishment of custom hiring centers, enabling farmers to access machinery efficiently.

Government initiatives play a pivotal role in propelling market growth, with subsidies and support programs aimed at rural development and farm mechanization. Schemes like subsidies for purchasing tractors below 18 HP and subsidy for promoting agricultural mechanization, including 25% of the cost limited to INR 30,000 for buying tractors of up to 35 PTO HP underscore the governments commitment to enhancing agricultural practices. Moreover, easy credit availability, coupled with favorable loan schemes and low-interest rates, further incentivize farmers to invest in mechanization.

The future trajectory of the Indian tractor industry seems promising, driven by technological advancements and a concerted focus on farm mechanization. While challenges such as fluctuations in rural demand and adverse weather conditions persist, initiatives like the introduction of automation technologies and the expansion of farm machinery manufacturing plants augur well for the sectors growth. By harnessing innovation, embracing mechanization, and leveraging government support, the Indian tractor industry is poised to play a pivotal role in transforming farming practices and enhancing agricultural productivity in the years ahead. [Source](https://www.mordorintelligence.com/industry-reports/india-agricultural-tractor-machinery-market

3. SHARE CAPITAL

During the current year the company raised its Authorised share capital to Rs. 20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 ( Two Crore only) Equity Shares of Rs. 10/- each. The company issued and allotted by way of Preferential Allotment, 23,00,000 equity shares of the face value of Rs. 10/- each at a issue price of Rs. 39.50 per share (i.e on a premium of Rs. 29.50 per share) to the Promoter/Promoters Group and Non Promoters (Public Category). The present Issued and Paid up capital of the company is Rs. 13,18,25,150.

4. LISTING ON NATIONAL STOCK EXCHANGE OF INDIA LTD. (NSE) EMERGE

The equity shares of the company are listed on NSE Emerge. The Stock Code with NSE is: PRITIKA.

5. DIVIDEND

Considering the financial results and to plough back surplus of the Company, the Board did not recommend payment of any dividend for the year ended 31^st March, 2024.

6. TRANSFER TO RESERVE

During the financial year, there was no amount proposed to be transferred to the Reserves.

7. AUDITORS & AUDITORS REPORT

M/s. Sunil Kumar Gupta & Co., Chartered Accountants, New Delhi were appointed as statutory auditors of the company for a period of five years in the 4th AGM i.e. till the conclusion of the 9th Annual General Meeting to be held for the FY 2025-26.

The Auditors Report for the fiscal 2024 does not contain any qualification, reservation or adverse remark. Further, in terms of section 143 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, as amended, no fraud has been reported by the Auditors of the Company where they have reasons to believe that an offence involving fraud is being or has been committed against the company by officers or employees of the company.

8. DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence company need not to give details related to deposits. There is no non-compliance of the provisions of Chapter V of the Companies Act 2013.

9. PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and any amendments thereof, is attached as Annexure A.

10. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board has adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. -The Nomination & Remuneration Committee identifies and ascertains the integrity, qualification, expertise and experience of the person for appointment as Director and ensures that the candidate identified possesses adequate qualification, expertise and experience for the appointment as a Director.

-The Nomination & Remuneration Committee ensures that the candidate proposed for appointment as Director is compliant with the provisions of the Companies Act, 2013.

-The candidates appointment as recommended by the Nomination and Remuneration Committee requires the approval of the Board.

-In case of appointment of Independent Directors, the Nomination and Remuneration Committee satisfies itself with regard to the independent nature of the Directors vis- ?-vis the Company so as to enable the Board to discharge its function and duties effectively.

-The Nomination and Remuneration Committee ensures that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

-The policy can be viewed at companys website at https://www.pritikaengineering.com/nomination-remuneration-policy.pdf

11. CORPORATE GOVERNANCE

The Company is covered under criteria of Regulation 15(2)(b) of SEBI(Listing Obligations & Disclosure Requirements) Regulations, 2015, and is not required to provide ‘Report on Corporate Governance.

12. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Company has one wholly owned subsidiary namely ‘Meeta Castings Limited. Except this the company does not have any other Subsidiary, Joint venture or Associate Company. The Company itself is subsidiary of Pritika Auto Industries Ltd. No company has become subsidiary, associates and joint ventures during the year under purview.

In accordance with the provisions of section 129 (3) of the Act read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of the subsidiary is attached as ‘Annexure B to this report.

13. STATEMENTS OF PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information in accordance with the provisions of Section 134 (3)(m) of the Act read with the Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo during the reporting period is attached herewith and marked as

‘Annexure C.

14. RELATED PARTY TRANSACTIONS

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and forms part of this report as

Annexure- D.

15. ANNUAL RETURN

The copy of Annual Return as at 31^st March, 2024, is available on the companys website at https://www.pritikaengineering.com/annual-return-mgt.html

16. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204(1) of the Companies Act, 2013 and Rules made there under, the Board of Directors has appointed Mr. Sushil K Sikka, Prop. S K Sikka & Associates, Company Secretary as Secretarial Auditor of the Company for the Financial Year 2023-24. The Secretarial Audit Report forms part of the Annual Report and has been attached and marked as Annexure-E. The Secretarial Auditors Report for the fiscal 2024 does not contain any qualification, reservation or adverse remark.

The Secretarial Audit Report of Meeta Castings Ltd., the wholly owned subsidiary of the company has been attached and marked as Annexure-F.

17. MANAGEMENT DISCUSSION ANALYSIS REPORT

The details forming part of Management Discussion and Analysis Report is annexed herewith to the Board Report as Annexure G.

18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS

OPERATIONS IN FUTURE

During the year under review, there is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loan, guarantee and investment covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the financial statements.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The details about the policy developed and implemented by the company on CSR initiative taken during the year is enclosed as Annexure-H. The company has also developed a policy on CSR which can be viewed at companys website https://www.pritikaengineering.com/csr-policy.pdf

21. MEETINGS OF BOARD OF DIRECTORS

The Board met eight times on 16-05-2023, 13-07-2023, 08-08-2023, 25-08-2023, 07-11-2023, 27-12-2023, 30-01-2024 and 23-03-2024 during the year. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

Attendance of Directors in the Board Meeting:

Sr. No. Name of Directors	No. of Board Meetings
	Entitled to attend	Attended
1. Mr. Raminder Singh Nibber	7	7
2. Mr. Harpreet Singh Nibber	8	8
3. Mr. Ajay Kumar	8	8
4. Mr. Subramaniyam Bala	3	3
5. Mr. Bishwanath Choudhary	8	7
6. Mrs. Neha	8	8
7. Mr. Aman Tandon	4	2

22. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitment affecting the financial position of the company occurred between the end of the financial year 2023-24 and the date of this report.

23. CORPORATE ACTIONS DURING THE YEAR 2023-24

During the Financial Year 2023-24, the Company has made the following Corporate Actions:

Extra Ordinary General Meetings

The shareholders of the company in their Extra Ordinary General Meeting held on 11/8/2023:

approved to increase the Authorized Share Capital of the Company from Rs. 15,00,00,000/- (Rupees Fifteen Crores only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs. 10/- each (Rupees Ten only) to Rs. 20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs. 10/- each (Rupees Ten only).

approved Issue of Equity Shares to Promoter/ Promoter Group and Non-Promoters on Preferential basis. The shareholders of the company in their Extra Ordinary General Meeting held on 27/2/2024: approved Alteration of Articles of Association of the Company approved Issuance of Fully Convertible Warrants and Equity Shares on a Preferential Basis.

24. COMPOSITION OF COMMITTEES

The Company has complied with the SEBI (LODR) Regulations along with the Companies Act, 2013 with respect to the Composition of the Committees as required therein, details of which are as follows:

Audit Committee

The Composition of the Audit Committee as on 31.03.2024 and the number of meetings held and attended by members during the year is given herein below.

Members Name	Designation	No. of meetings	No. of meetings	No. of
		held	entitled to attend	meetings
				attended
Mr. Subramaniyam Bala	Chairperson	6	3	3
Mr. Bishwanath Choudhary	Chairperson	6	6	6
Mr. Raminder Singh Nibber	Member	6	6	6
Mr. Aman Tandon	Member	6	2	1
Mrs. Neha	Member	6	3	3
Mr. Harpreet Singh Nibber	Member	6	0	0

Note:

Mr. Subramaniyam Bala resigned from the position of Director and consequently ceased to be the Chairperson and member of the Audit Committee with effect from 17^th August, 2023. Mr. Bishwanath Choudhary was appointed as Chairperson of the Audit Committee with effect from 25^th August, 2023. Mr. Raminder Singh Nibber ceased to be the Member of the Audit Committee with effect from 12^th March, 2024 due to his demise. Mr. Aman Tandon was appointed as Member of the Audit Committee with effect from 25^th August, 2023. Mr. Harpreet Singh Nibber was appointed as Member of the Audit Committee with effect from 23^rd March, 2024.

All the recommendation made by the Audit Committee in the financial year 2023-24 were approved by the Board.

Nomination and Remuneration Committee

The Composition of the Nomination and Remuneration Committee as on 31.03.2024 and the number of meetings held and attended by members during the year is given herein below:

Members Name	Designation	No. of meetings held	No. of meetings entitled to attend	No. of meetings attended
Mr. Bishwanath Choudhary	Chairperson	1	1	1
Mrs. Neha	Member	1	1	1
Mr. Ajay Kumar	Member	1	1	1
Mr. Aman Tandon*	Member	1	0	0

* Mr. Aman Tandon was appointed as Member of the Nomination and Remuneration Committee with effect from 25^th August, 2023.

Stakeholders Relationship Committee

The Composition of the Stakeholders Relationship Committee as on 31.03.2024 and the number of meetings held and attended by members during the year is given herein below:

Members Name	Designation	No. of meetings held	No. of meetings entitled to attend	No. of meetings attended
Mrs. Neha	Chairperson	2	2	2
Mr. Ajay Kumar	Member	2	2	2
Mr. Subramaniyam Bala*	Member	2	1	1
Mr. Bishwanath Choudhary*	Member	2	1	1

* Mr. Subramaniyam Bala resigned from the position of Director and consequently ceased to be the Chairperson and member of the Stakeholder Relationship Committee with effect from 17^th August, 2023.

* Mr. Bishwanath Choudhary was appointed as Member of the Stakeholders Relationship Committee with effect from 08^th August, 2023.

Corporate Social Responsibility Committee

The Composition of the Corporate Social Responsibility Committee as on 31.03.2024 and the number of meetings held and attended by members during the year is given herein below:

Members Name	Designation	No. of meetings held	No. of meetings entitled to attend	No. of meetings attended
Mr. Raminder Singh Nibber *	Chairperson	2	2	2
Mr. Harpreet Singh Nibber **	Chairperson	2	0	0
Mr. Ajay Kumar	Member	2	2	2
Mrs. Neha	Member	2	2	2

*Mr. Raminder Singh Nibber ceased to be the Member of the Corporate Social Responsibility Committee with effect from 12^th March, 2024 due to his demise. **Mr. Harpreet Singh Nibber was appointed as Chairperson of the Corporate Social Responsibility Committee with effect from 23^rd March, 2024.

25. BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, its committees and individual directors including Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination & Remuneration Committee of the Company. The evaluation of the working of the Board, its Committees, experience and expertise, performance of duties and obligations etc. were carried out.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Composition of the Board and Key Managerial Personnel (KMP) of the Company as on 31st March, 2024 were as follows:

Sr. No. Name of Director	Designation	Date of Appointment
1 Mr. Harpreet Singh Nibber *	Chairman & Managing Director	20/02/2018
2 Mr. Ajay Kumar	Non Executive Director	05/10/2021
3 Mr. Aman Tandon	Independent Director	25/08/2023
4 Mr. Bishwanath Choudhary	Independent Director	20/07/2022
5 Mrs. Neha	Independent Director	20/07/2022
6 Mr. Narinder Kumar Tyagi	Chief Financial Officer	20/07/2022
7 Mr. Chander Bhan Gupta	Company Secretary	20/07/2022

* Mr. Harpreet Singh Nibber was appointed Chairman with effect of 23^rd March, 2024.

Re-Appointment of Director

Mr. Ajay Kumar, director retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment.

Independent Directors

Independent Directors on your Companys Board have submitted declarations of independence to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board our Independent Directors possesses requisite qualification, experience and hold high standards of integrity for the purpose of Rule 8(5)(iii a) of the Companies (Accounts) Rules, 2014.

Change in Composition of Board

During the Financial Year 2023-24 there were following changes in the composition of Board of Directors:

Mr. Subramaniyam Bala (DIN 00461697) resigned as an Independent Director on the Board w.e.f. August 17, 2023 due to his pre-occupation and other personal commitments. He has confirmed that there was no other material reasons other than those given by him.

Mr. Aman Tandon (DIN 02159395) was appointed as an Independent Director on the Board w.e.f. August 25, 2023 for a period of three years.

Mr. Raminder Singh Nibber (DIN 00239117) ceased to be the Director on the Board w.e.f. March 12, 2024 due to his demise.

Key Managerial Personnel

There was no change in Key Managerial Personnel during the Financial Year ended 31 March, 2024.

27. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the financial year ended 31^st March, 2024 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

c. The Directors had taken proper and sufficient care 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 for preventing and detecting fraud and other irregularities.

d. The Directors had prepared the accounts for the financial year ended 31st March, 2024 on a going concern basis.

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

f. 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.

28. COST AUDITORS

Pursuant to the provisions of section 148 of Companies Act, 2013 applicable rules thereof, the Company is not required to carry Cost Audit.

29. INTERNAL AUDITORS

Pursuant to section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act, the Board of Directors has appointed M/s. A.K. Sood & Associates, Chartered Accountants, Chandigarh as Internal Auditors of the Company for financial year 2023-24. The Internal Auditor conducts the internal audit and reports to the Audit Committee and Board from time to time.

30. COST RECORDS

The Company is maintaining Cost Records as specified by the Central Government under Sub section (1) of Section 148 of the Companies Act 2013.

31. INTERNAL FINANCIAL CONTROLS & RISK MANAGEMENT

Pursuant to the provisions of Section 177(4) & Section 134(3)(n) of the Companies Act, 2013, the Board has developed Internal Finance Control Policy to identify and mitigate risks. The provisions of Regulation 21 of SEBI Listing Regulations 2015 pertaining to Risk Management Committee are not applicable to the company.

32. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behavior in all its operations, the Company has formulated Whistle Blower Policy. This policy aspires to encourage all employees to report suspected or actual occurrence of illegal, unethical or inappropriate events (behaviors or practices) that affect Companys interest/image.

33. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a complied with the provisions relating to the constitution of Internal Complaints Committee under the “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013”. As per provisions of section 21 and 22 of “The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013” read with Rule 14 of “Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013”, the report on the details of the number of cases filed under sexual harassment and their disposal, for the year 2023-24 is as under:

Number of cases pending as on the beginning of the financial year	Nil
Number of complaints filed during the financial year	Nil
Number of cases pending for more than 90 days	Nil
Number of cases pending at the end of end of the financial year	Nil
Nature of action taken by the employer or District Officer	NA

34. During the year under review no application was made and no proceeding was pending against the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) .

35. During the year under review there was no One Time settlement with any bank or Financial Institution.

36. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards in the Financial Year 2023-24.

37 . DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company is well equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanisms followed by the Company.

38. CODE OF CONDUCT

The Board has laid down a Code of Conduct (“Code”) for Board Members, Managerial Personnel and for Senior Management Employees of the Company. This Code has been posted on the Companys website at https://www.pritikaengineering.com/code-conduct-directors.pdf. All the Board Members and Senior

Management Personnel have affirmed compliance with this code. The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is a guide to professional conduct for Independent Directors and has been uploaded on the website of the Company.

39. NON-DISQUALIFICATION OF DIRECTORS

None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as director of Companies.

40. POLICY FOR PRESERVATION OF DOCUMENTS

Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has maintained the policy of preservation of documents to keep the documents preserve as per Regulation 9(a) & 9(b) of SEBI (LODR), 2015 and the same has been uploaded on the website of the Company on https://www.pritikaengineering.com/archival-policy.pdf.

41. REGISTRAR AND SHARE TRANSFER AGENT INFORMATION

LINK INTIME INDIA PRIVATE LIMITED

Regd. Office: C-101, 247 Park, 1st Floor, L.B.S. Marg, Vikhroli West, Mumbai 400 083 Maharashtra, India Tel : +91 22 4918 6200 Fax : +91 22 49186060 Email Id: mumbai@linkintime.co.in Website: https://linkintime.co.in/

42. ACKNOWLEDGEMENTS

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.

ANNEXURE A

Details Pertaining to Remuneration as Required Under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. Particulars of top 10 employees in terms of remuneration drawn, pursuant to Rule 5 of Cos. (Appt. & Remuneration of Managerial Personnel) Rules, 2014, as amended, as on 31.03.2024

Sr. No. Name	Designation	Remuneration received (Rs. per annum)	Nature of employment	Qualification Date of & Experience commencement of employment		Age of employee	Last employment before joining the company	%age of equity shares held in company	If employed throughout year or part thereof	Whether relative of any director/ manager of the company
1. Mr. Harpreet Singh Nibber	Chairman & Managing Director	2400000	Contractual	BE (Mech), 28 Years	01-10-2018	52 yrs.	Pritika Autocast Ltd.	Nil	Throughout year	Yes, son of Late Sh. Raminder Singh Nibber
2. Mr. Gopal Kishan Dhiman	DGM	2069102	Permanent	Diploma in Mech. & AMIE Mech., 44 Years	01-07-2020	63 yrs.	Mahindra & Mahindra Ltd.	Nil	Throughout year	No
3. Mr. Ajay Kumar	Director	1200000	Permanent	B.Tech., M.B.A 29 yrs.	05-10-2021	50yrs	Pritika Autocast Ltd.	Nil	Throughout year	No
4. Mr. Rajinder Singh Bhullar	DGM (Accounts & Fin.)	1200000	Permanent	PGDM, 15 Yrs.	30-03-2023	59 Yrs	Vllabh Textiles co. ltd	Nil	Throughout year	No
5. Mr. Munish Arora	AGM (Commercial)	1107876	Permanent	BBA, 22 Years	26-02-2018	43 yrs.	Deepak Fasteners Ltd -	Nil	Throughout year	No
6. Mr. Arun Kumar	Sr. Manger (Maintenance)	900000	Permanent	B Tech, 17 Yrs.	21-03-2023	62 yrs	Design co.	Nil	Throughout year	No
7. Mr. Rajesh Kumar	Deputy Manager	700176	Permanent	B.Tech (Mech.), 13 Years	01-08-2019	35 yrs.	PAIL (unit 1)	Nil	Throughout year	No
8. Mr. Harjinder Singh	Manager (Machine Shop)	698643	Permanent	12th & ITI & 25 Years	01-10-2020	43 yrs.	Shive Om, Hoshiarpur	Nil	Throughout year	No
9. Mr. Narinder Mohan	Manager-ER	588500	Permanent	B.A, PGDPMIR & LW	03-06-2018	62 Years	Mahindra & Mahindra Ltd.	Nil	Part of the year	No
10. Mr. Ravi Chand	Sr. Engineer	580800	Permanent	B.Sc.	03-06-2018	34 Years	Eastman Mettcast Ltd	Nil	Throughout year	No

2. Detail of employee who was Employed throughout the year and was in receipt of remuneration at the rate of not less than Rs. 1,02,00,000/- per annum: NIL*

S. No Name

Designation

Remuneration received (Rs. per annum)

Nature of employment

Qualification & Experience

Date of commencement of employment

Age of Employee

Last employment before joining the company/ amalgamation

%age of equity shares held in company

If employed throughout year or part thereof

Whether relative of any director/ manager of the company

*There was no employee who was Employed throughout the year and was in receipt of remuneration at the rate of not less than Rs. 1,02,00,000/- per annum.

3. Ratio of remuneration of each director to median remuneration of employees

Name of Director	Designation	Ratio of remuneration to median remuneration of employees
Mr. Harpreet Singh Nibber	Chairman & Managing	12.92
	Director
Late Mr. Raminder Singh Nibber	Non-Executive Director	No remuneration was paid
Mr. Ajay Kumar	Non-Executive Director	6.46
Mr. Bishwanath Choudhary	Independent Director	1.67*
Ms. Neha	Independent Director	1.40*
Mr. Subramaniyam Bala	Independent Director	0.75*
Mr. Aman Tandon	Independent Director	0.27*

*Independent Directors were paid sitting fees.

4. Percentage increase in remuneration of Directors and KMP

Name of Director	Designation	Percentage increase in remuneration
Mr. Harpreet Singh Nibber	Chairman & Managing	14.28%
	Director
Late Mr. Raminder Singh Nibber	Non-Executive Director	No remuneration was paid
Mr. Ajay Kumar	Non-Executive Director	33.33%
Mr. Bishwanath Choudhary	Independent Director	N.A. (Sitting fees was paid)
Ms. Neha	Independent Director	N.A. (Sitting fees was paid)
Mr. Subramamiyam Bala	Independent Director	N.A. (Sitting fees was paid)
Mr. Narinder Kumar Tyagi	Chief Financial Officer	33.33%
Mr. Chander Bhan Gupta	Company Secretary	43.33%

5. In the financial year, there was a decrease of 19.47% in the median remuneration of employees.

6. There were 142 permanent employees on the rolls of the Company as on March 31, 2024.

7. Average percentile increase made in the salaries of employees other than the managerial personnel in the financial year i.e 2023-24 was 13.06 % whereas the percentile increase in the managerial remuneration for the same financial year was 20%.

8. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the company.

Form AOC 1

Pursuant to first proviso to sub-section(3) of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014

Statement containing salient features of the financial statements of subsidiaries/associates companies/joint ventures.

Part ‘A" - Subsidiaries

Amount (Rs. in lacs)

Name of the Subsidiary Company	Meeta Castings Limited
Year	2023-24
Share Capital	831.60
Reserves and Surplus	(3.74)
Total Assets	3079.06
Total Liabilities	3079.06
Details of Current and Non Current Investments	0
Net Turnover	142.14
Profit/(Loss) before taxation	(3.62)
Provision For taxation	0
Profit/(Loss) after taxation	(3.62)
Proposed Dividend	0
% of Share-holding	100%
Name of Subsidiaries which are yet to commence operations	N.A.
Name of Subsidiaries which have been liquidated or Sold during the year	N.A.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION A) Conservation of energy: (i) The steps taken or impact on conservation of energy:

The Company is taking all possible measures to conserve energy. The company has upgraded Automatic Power Factor Controller to improve the Power Factor. The company is using Standard Drives in CNC Machines for better energy efficiency. The employees are regularly educated and made aware to save power.

The company by optimising operations is saving machine running hours. The energy consumption is lowered by converting high rated electric motors into low power consumption motors.

The company is also saving power by using Natural Light during day with transparent sheets and Natural Ventilators.

The Company has made Common Power Pack for Equipment to save Energy. Sand Conveyor Belt removed from Sand Plant to save Energy. Enhanced the maintenance periodicity of air conditioners.

Reduction in fettling activities results into low/less energy consumption /MT of gross production. Synchronisation of ID fans with Shot Blasting machine gate opening. Auto shutdown of power parts if the line is stand still for more than 20 minutes. Replaced ordinary Air Guns with transrector air guns. Lourvers & transparent sheets installation in machine shops for Lux Level. Cleaning of runner riser for furnance for reduction in energy consumption. Auto shutdown of compressors during unloading. Road lights with timer.

(ii) The steps taken by the Company for utilising alternate sources of energy:

Optimization of electric motor rating from high H.P to lower H.P. or reduction in number of motors to save energy.

iii) The capital investment on energy conservation equipments:

The company has not made any major investment on energy conservation equipments during the year under review and this cannot be quantified.

(B) Technology absorption:

(i) The efforts made towards technology absorption:

The management keeps itself abreast of the adaptation and innovation technological advancements in the industry and ensures continued and sustained efforts towards absorption as well as development of the same to meet business needs and objectives.

The Company has in-house development centre, wherein all the tooling required are designed and manufactured.

By replacing Conventional machines with Automatic CNC machines, the company is saving energy and yielding higher productivity.

The company is also engaged in design and development of machine tools for captive use, wherein old technology is replaced with modern Hydraulics/CNC/PLC controlled system for lesser power consumption and higher productivity.

The company is going extensively on machine made core from conventional handmade.

The company uses Screw Compressor instead of Conventional Reciprocating compressor which are more efficient.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

The technological absorption has resulted in improvement, cost reduction, product development, improvement in services, import substitution, etc. making companys products more competitive in the market. However, the benefits derived from the technological advancements are not quantifiable.

Machining stocks from the castings reduced to improve the cycle time to save energy and productivity improvement.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

The company has not absorbed any imported technology.

(a) the details of technology imported:	Not applicable
(b) the year of import:	Not applicable
(c) whether the technology been fully absorbed:	Not applicable
(d) if not fully absorbed, areas where absorption
has not taken place, and the reasons thereof:	Not applicable

(iv) Expenditure incurred on Research and Development

The Company has not carried out any specific research and development activities during the year. As such expenditures on Research & Development cannot be quantified.

C. Foreign Exchange Earnings and Outgo

There was no Foreign Exchange Earnings. Foreign Exchange Outgo- Rs. 219.31 lac was spent in Foreign Exchange on purchase of Capital Goods.

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub section(1) of section 188 of the Companies Act, 2013 including transactions entered into ordinary course of business and at an arms length basis under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms length basis: NONE

(a) Name(s) of the related party and nature of relationship (b) Nature of contracts/arrangements/transactions (c) Duration of the contracts / arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any (e) Justification for entering into such contracts or arrangements or transactions (f) date(s) of approval by the Board (g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2.Details of material contracts or arrangement or transactions at arms length basis

a) Related party and nature of the related party relationship with whom transactions have taken place during the year:

A) Holding Company

Pritika Auto Industries Limited

B) Enterprises owned or significantly influenced by Key Management Personnel or their Relatives

Pritika Industries Ltd.

C) Key Managerial Personnel

Mr. Harpreet Singh Nibber, Chairman & Managing Director Mr. Raminder Singh Nibber, Director (demised on 12.03.2024) Mr. Ajay Kumar , Director Mr. Narinder Kumar Tyagi, CFO Mr. Chander Bhan Gupta, Company Secretary Mrs. Neha, Independent Director

Mr. Subramaniyam Bala, Independent Director (ceased w.e.f.17.08.2023) Mr. Bishwanath Choudhary, Independent Director Mr. Aman Tandon, Independent Director (w.e.f. 25.08.2023)

D) Subsidiary Company

Meeta Castings Limited b) Nature of contracts/arrangements/transactions:

Nature of			Related Parties
Transactions
During the year
	Referred in	A	Referred in B Above		Referred in C Above		Referred in D Above
	Above
Income	2023-24	2022-23	2023-24	2022-23	2023-24	2022-23	2023-24	2022-23
Sales net of tax	7898.95	3217.07	-	4796.39	-	-	36.55	-
Interest received	-	-	-	-		-	33.50	26.08
Expenditure
Purchases	616.99	111.36	-	290.62	-	-	83.08	-
Interest Paid	75.94	100.51	-	-	-	-	-	-
Director	-	-	-	-	36.00	30.00	-	-
Remunerations
Director Sitting Fees to independent	-	-	-	-	7.60	2.00	-	-
Directors
Salary to KMPs	-	-	-	-	8.03	5.85	-	-
Investment made	-	-	-	-	-	-	-	831.60
Issue of shares	869.00	-	-	-	-	-	-	-
Loan & Advances
Loan taken
Loan taken during the year	1212.00	355.00	-	-	-	-	-	-
Repayment of Loan during the year	-	355.00	-	-	-	-	-	-
Loan Given
Loan given during the year	-	-	-	-	-	-	1094.01	362.24
Repayment of Loan during the year	-	-	-	-	-	-	993.08	-
Balance
Outstanding
Payables (net of trade receivables)	69.89	83.35	-	732.60	-	-	-	-
Loan payable (including interest net of TDS)	1280.34	-	-	-	-	-	-	-
Loan receivable (including interest net of TDS)	-	-	-	-	-	-	627.26	496.18
Corporate Guarantee taken	4615.79	4486.00	-	-	-	-	-	-

c) Duration of the contracts / arrangements/transactions

i) Pritika Auto Industries Ltd.	- Contract/Arrangement for one year		w.e.f. 01.04.2023
ii) Pritika Industries Ltd.	-	Contract/Arrangement for one year	w.e.f. 01.04.2023
iii) Meeta Castings Ltd	-	Contract/Arrangement for one year	w.e.f. 01.04.2023

d) Salient terms of the contracts or arrangements or transactions including the value, if any:

i) With Pritika Auto Industries Ltd : After approval of the Board of Directors of the company, the members accorded their approval to the company for entering into the Related Party Transactions u/s 188 of the Companies Act, 2013, with Pritika Auto Industries Ltd. not exceeding Rs. 100.00 crore during the Financial Year 2023-24. ii) With Pritika Industries Ltd. : After approval of the Board of Directors of the company, the members accorded their approval to the company for entering into the Related Party Transactions u/s 188 of the Companies Act, 2013, with Pritika Industries Ltd. not exceeding Rs.60.00 crore during the Financial Year 2023-24. iii) With Meeta Castings Ltd : After approval of the Board of Directors of the company, the members accorded their approval to the company for entering into the Related Party Transactions u/s 188 of the Companies Act, 2013, with Meeta Castings Ltd not exceeding Rs. 50.00 crore during the Financial Year 2023-24.

The pricing/commercial terms were determined on the basis of transactions with unrelated parties and on an arms length basis. e) Date(s) of approval by the Board, if any: Prior approval by Board of Directors in its meeting held on 30/7/2022 . The shareholders approved Related Party Agreement/Transactions in Annual General Meeting held on 27/9/2022.

f) Amount paid as advances, if any: Nil

SECRETARIAL AUDIT REPORT FORM NO. MR-3

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] For the financial year ended 31^st March 2024 To The Members

PRITIKA ENGINEERING COMPONENTS LIMITED (CIN L28999PB2018PLC047462) Plot No. C-94, Phase-VII Industrial Focal Point, S.A.S Nagar Mohali-160055

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Pritika Engineering Components Limited (hereinafter called as “the Company”. Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, registers, papers, minute books, forms and returns filed and other records maintained by the Company available on MCA portal and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the Financial Year ended on 31^st March 2024, complied with the applicable statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company, which were shared with me, for the financial year ended on 31 March, 2024 according to the provisions of the following Acts/Laws/Regulations and the amendments thereof, if any: (1) The Companies Act, 2013 (the Act) and the rules made thereunder; (2) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; (3) The Depositories Act, 2018 and the Regulations and bye-laws framed thereunder;

(4) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of

India Act, 1992 (‘SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

(d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client- Not applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agent during the financial year under review;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008

Not applicable as there was no reportable event during the financial year under review;

(f) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; - Not applicable as there was no reportable event during the financial year under review;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 Not applicable as there was no reportable event during the financial year under review;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 Not applicable as there was no reportable event during the financial year under review; and

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

6)The Company has complied with the following laws applicable specifically to the Company:

(a) Hazardous Waste (Management & Handling) Rules 1989 under Environment (Protection) Act, 1986

(b) Factories Act, 1948 and allied State Laws.

The Company has listed its shares on EMERGE SME platform of National Stock Exchange of India and is subsidiary of a listed company.

I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with National Stock Exchange of India Limited read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the applicable provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that

i. the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors including a Woman Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

ii. Adequate notices were given to all Directors to schedule the Board Meetings, along with agenda and detailed notes on agenda at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting by the directors. The decisions are carried unanimously.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, there was following specific event/action having major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines and standards and the Company has duly complied with the applicable laws/ rules/ regulations with respect to the following:

During the period under consideration, the Company has issued and allotted 2300000 Equity Shares of the face value of Rs. 10/- at an issue price of Rs. 39.50 per share on preferential allotment basis on 25.08.2023 to the Promoters/Promoters Group and non-Promoters. These shares have been listed on EMERGE platform of NSE Ltd.

I further report that during the audit period, there were no instances of:

i. Public / Rights / Sweat Equity. ii. Redemption / Buy-Back of Securities. iii. Merger / Amalgamation / Reconstruction etc. iv. Foreign Technical Collaborations.

This Report is to be read with our letter of even date which is annexed as Annexure-A and forms an integral part of this report.