Dear Members,

Your Board of Directors hereby present to you the Thirty - Fourth Annual Report covering the operational and financial performance together with the accounts for the year ended March 31, 2025 and other prescribed particulars.

Total Revenue of the Company including other income was Rs. 30, 604.18 Lakhs in the Current Year as against Rs. 31,925.43 Lakhs in the previous year. Loss before Tax (PBT) was Rs. 319.79 Lakhs as against Rs. 273.14 Lakhs in the previous year.

(Rs. In Lakhs)

In view of the performance during the year under review, your Directors do not recommend any dividend for the year.

Your Directors have not recommended any transfer to the General Reserve for the year ended March 31, 2025 and hence the General Reserve remains at Rs. 3,015.27 Lakhs.

The consolidated financial statements of your Company for the financial year 2024-25 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued there under, applicable accounting standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The consolidated financial statements of your Company has taken into account the financial statement of the following companies;

1. M/s. IP Rings Limited, Parent Company

2. M/s. IPR Eminox Technologies Private Limited, a Joint Venture Company.

3. M/s. IPR North America Inc. (Wholly owned subsidiary)

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest are outstanding as at the balance sheet date.

DETAILS OF JOINT VENTURE:

M/s. IPR Eminox Private Limited, a Joint Venture Company with M/s. Eminox Limited, United Kingdom has achieved a turn-over of Rs.1,243.43 Lakhs and earned a loss of Rs. (249.66) Lakhs and Rs. (249.66) Lakhs before and after taxes respectively for the year 2024-25 as against a turnover of Rs. 459.83 Lakhs and a loss before and after tax of Rs. (133.60) Lakhs and Rs. (99.60) Lakhs respectively for the previous year 2023-24.

DETAILS OF SUBSIDIARIES / ASSOCIATE COMPANY:

M/s IPR North America Inc. is a Wholly owned subsidiary of the Company. The Subsidiary Company is yet to start its operations.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company's Joint Venture in Form AOC- 1 is attached as Annexure - I to this report.

There were no companies that have ceased to be Subsidiaries, joint ventures or associate company during the year.

Your Company has achieved a turnover for the year of INR 30,338 Lakhs in 2024-25 which was lesser than the previous year turnover of Rs. 31,671.88 lakhs and ended the with a Loss after Tax of Rs. (319.79) lakhs while compared to loss after tax of Rs. (273.14) lakhs recorded in the previous year.

Health, Safety, Security and Environment are the core values of your Company. The health, safety and security of everyone who works for your Company, is critical to the success of its business. Employee training is continuing to receive top priority in the Management's efforts. Systematic training is given at all levels to improve the knowledge and skill level of all employees.

Industrial relations during the year were cordial during the financial year.

A chart showing 10 years' performance is appended forming part of this Report under the heading "Financial highlights".

The Board of the Company as on March 31, 2025 Comprised of the following Directors;

During the period under review, the following changes took place in the composition of the Board;

1. Mr. Vikram Vijayaraghavan was re-appointed as an Independent Director of the Company for a Second term of Five Consecutive years from May 27, 2024 to May 26, 2029.

2. Mr. M. Govindarajan was re-appointed as a Non-Executive Director of the Company for a period of two years from August 02, 2024 to August 01, 2026.

3. Dr. Sandhya Shekhar (DIN: 06986369), ceased to be an Independent Director of the Company pursuant to completion of her second term of 5 (Five) consecutive years with effect from the close of business hours on September 30, 2024.

4. Ms. Anandi Iyer was appointed as an Independent Director of the Company for First term of Five Consecutive years from October 01, 2024 to September 30, 2029.

5. Mr. Navin Paul was re-appointed as an Independent Director of the Company for a Second term of Five Consecutive years from November 07, 2024 to November 06, 2029.

Further, the Board at their meeting held on May 29, 2025, based on the recommendation of Nomination and Remuneration Committee, had re-appointed Mr. A. Venkataramani as the Managing Director of the Company for a period of three years with effect from with effect from July 01, 2025 to June 30, 2028. The approval of the shareholders of the Company is being sought at the ensuing Annual General Meeting for the proposed re-appointment.

Mr. Muthalagu Govindarajan (DIN: 09264840) retires by rotation at the ensuing 34^th AGM, being eligible, he offers himself for re-appointment. The proposal for re-appointment of Mr. Muthalagu Govindarajan (DIN: 09264840) as a Director is included in the notice convening the 34^th AGM

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

All the Directors have affirmed compliance with the Code of Conduct of the Company. The Independent Directors have further affirmed that they satisfy the criteria laid down under section 149(6) of the Act and Regulation 25 and other applicable regulations of SEBI LODR as amended from time to time. Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA) and have qualified.

KEY MANAGERIAL PERSONNEL:

Mr. A. Venkataramani (Managing Director), Mr. R. Janakiraman (Chief Financial Officer) and Mr. M. Sathyanarayanan (Company Secretary), are the Key Managerial Personnel of the Company as on March 31, 2025.

During the period under review, the following changes took place;

1. Mr. Amarnath Tripathy resigned as a Company Secretary with effect from June 30, 2024.

2. Mr. M. Sathyanarayanan was appointed as a Company Secretary with effect from July 01, 2024.

There are no contracts/arrangements/transactions which are not at arm's length basis and there are no material contracts/arrangements/transactions which are at arm's length basis. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 is attached as Annexure - II to this report.

STATUTORY AUDITORS

In terms of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company in 31^st Annual General Meeting held on August 08, 2022 approved the reappointment of M/s Krishnaswamy & Rajan, Chartered Accountants (Firm Regn. No.: 01554S) as the Statutory Auditors of the Company for second term of 5 years i.e. from the conclusion of 31^st Annual General Meeting till the conclusion of 36^th Annual General Meeting of the Company. The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made in their audit report. The Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR

The Company has appointed Mr. R. Mukundan, Company Secretaries in Practice to conduct secretarial audit for the Financial year 2024-2025 and their certificate is appended to this Report as Annexure-III.

The Secretarial Audit Report for the year does not contain any qualification, reservations, adverse or disclaimers remark. The Company complies with all applicable secretarial standards.

In terms of SEBI Circular No SEBI/LAD-NRO/GN/2024/218, dated December 12, 2024, read with regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Directors of the Company at their meeting held on May 29, 2025, have recommended the appointment of Mr. R. Mukundan, Practicing Company Secretary, as a Secretarial Auditor of the Company for a period of 5 years from the conclusion of this Annual General Meeting till the conclusion of the 39^th Annual General Meeting to be held in the year 2030.

The proposal for appointment Mr. R. Mukundan as a Secretarial Auditors of the Company is included in the notice convening the 34^th AGM.

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COST AUDITOR

Pursuant to section 148 of the Companies Act 2013, the Board of Directors on the recommendation of Audit Committee appointed M/s. A.N. Raman & Associates, Cost Accountants in Practice as the Cost Auditors of the Company for the Financial Year 2025-2026 and has recommended their remuneration to the Shareholders for their ratification at the ensuing Annual General Meeting.

M/s. A.N. Raman & Associates, Cost Accountants have given their consent to act as Cost Auditors and also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013. Your Company has maintained cost records which were duly audited in terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

INTERNAL AUDITOR

The Board has engaged M/s. S K R and Company LLP, Chartered Accountants, as its Internal Auditors. Their scope of work includes review of internal controls and its adherence, statutory compliances, health, safety and environment compliance, compliance towards related party transactions and risk assessments.

All transactions entered by the Company during the period under review with Related Parties were in the ordinary course of business and at arm's length basis. The Audit Committee granted prior approval / ratification for the transactions and the same are being reviewed and approved by the Audit Committee and the Board of Directors at regular intervals. There were no materially significant transactions with related parties during the financial year 2024-25 which were in conflict of interest. The details of the transactions with related parties are given in Note No. 45 of the financial statements.

During the year, five (5) Board Meetings were convened and held. The details of meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The details relating to the same are given in Report on Corporate Governance forming part of this Board Report.

In accordance with the requirements of the Companies Act, 2013, the Listing Agreement and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company have framed the required policies and the policies wherever mandated, are uploaded on the company's website, under the web-link www.iprings.com. The brief list of the links is as follows: -

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements under Note Number 2A [NON-CURRENT FINANCIAL ASSETS - INVESTMENTS] forming part of Annual Report.

The extract of annual return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at: www.iprings.com

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Independent Directors at their meeting held on February 12, 2025 considered / evaluated the Board's performance, Committees and performance of the Chairman and other non-independent Directors. The Board has undergone a formal review which comprised Board effectiveness and allied subjects. The Board also reviewed the workings of the various committees and sub-committees without participation of the Directors / Members concerned. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism which inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director / employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

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The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in Report on Corporate Governance forming part of this Board Report

The Company has put in place a policy for prevention, prohibition and redressal against sexual harassment of women at the workplace to protect women employees and enable them to report sexual harassment at the workplace. No complaints were received from any employee during the year ended March 31, 2025.

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS), the relevant provisions of the Companies Act, 2013 and the Rules made thereunder, guidelines issued by SEBI. The financial statements are prepared under the historical cost convention on accrual basis except for certain financial instruments that are measured at fair values, and guidelines.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility statement, the Board of Directors of the Company confirms-

i. That in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. That 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 loss of the Company for period under review.

iii. 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;

iv. The Directors had prepared the annual accounts for the year ended March 31, 2025 on a "going concern" basis;

v. The Directors, had laid down an adequate system of internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

vi. 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.

During the year under review there are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation to section 134(5) of the Companies Act, 2013. For the period under review, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company's operations.

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report.

The information required under section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in Annexure- IV hereto forming part of this report.

There were no material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

Pursuant to Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the ratio of remuneration of each director to the median employee's remuneration and such other details are set out in Annexure - V hereto forming part of this report.

There are no employees who were in receipt of remuneration of not less than Rs.102,00,000/- (Rupees One Crore and Two Lakhs only) during the financial year or Rs. 8,50,000/- (Rupees Eight Lakh Fifty Thousand only) per month during any part of the said year as required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company has received necessary declaration from each independent director stating that he/she meets the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there has been no change in the circumstances affecting their status as an Independent Director during the year. In the opinion of the Board, the independent directors fulfil the conditions specified in these regulations and are independent of the management. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise, and proficiency required under all applicable laws and the policies of the Company.

Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. Formal Annual Evaluation of Directors was done as per the requirements of the Companies Act, 2013. The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs (IICA).

The Company has an adequate Risk Management Policy commensurate with its size and operations. The major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis.

As the members are aware, the Company's shares are compulsorily tradable in electronic form. As on March 31, 2025, 98.80 % of the Company's total paid up capital representing 1,25,23,350 shares are in dematerialized form. Pursuant to amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with effect from January 24, 2022, requests for effecting transfer of securities in physical form, shall not be processed by the Company and all requests for transmission, transposition, issue of duplicate share certificate, claim from unclaimed suspense account, renewal/exchange of securities certificate, endorsement, sub-division/split of securities certificate and consolidation of securities certificates/folios need to be processed only in dematerialized form. In such cases the Company will issue a letter of confirmation, which needs to be submitted to Depository Participant(s) to get credit of the securities in dematerialized form.

Details of the remuneration paid to the Executive and Non-Executive Directors of the Company are given in the Corporate Governance Section of this Annual Report.

The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SS-1 and SS-2) relating to Meetings of the Board, its Committees and General Meeting(s) respectively which have mandatory application.

During the year under review your Company has not made any one-time settlement with any of its Banks or Financial Institutions.

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and its subsequent amendments, your Company framed a Policy on Corporate Social Responsibility. Since, the Turnover, Net worth or Net profit during the immediately preceding financial year, does not exceed the threshold prescribed under section 135 of the Companies Act, 2013, the Company is not required to spend towards CSR for the Financial year 2024-2025.

There is no change in the nature of business being carried out by the Company.

The Directors wish to express their appreciation for the continued co-operation of the Central and State Governments, Bankers, customers, dealers, suppliers and share-holders.

Your Directors wish to place on record their appreciation of the Technical Assistance and also the support extended by M/s Nippon Piston Ring Co. Ltd., Japan and M/s. India Pistons Limited, Chennai, respectively.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at all levels.