Dear Members,

Your Board of Directors hereby present to you the Thirty - Third Annual Report covering the operational and financial performance together with the accounts for the year ended March 31, 2024 and other prescribed particulars:

1. COMPANY PERFORMANCE

Total Revenue of the Company including other income was Rs. 31,671.88 Lakhs in the Current Year as against Rs. 32329.56 Lakhs in the previous year. Profit before Tax (PBT) was Rs. 2,555.21 Lakhs as against Rs. 2,920.39 Lakhs in the previous year.

2. FINANCIAL RESULTS

(Rs. In Lakhs)

3. DIVIDEND

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

4. RESERVES

Your Directors have not recommended any transfer to the General Reserve for the year ended March 31, 2024 and hence the General Reserve remains at Rs. 3,015.27 Lakhs.

5. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the financial year 2023-24 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 take into account the financial statement prepared by the management of M/s. IPR Eminox Technologies Private Limited, a Joint Venture Company.

6. DEPOSITS FROM PUBLIC

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 turnover of Rs. 459.83 Lakhs and earned a (loss) of Rs. (133.60) Lakhs and Rs. (99.60) Lakhs before and after taxes respectively for the year 2023-24 as against a turnover of Rs. 160.80 Lakhs and a profit before and after tax of Rs. (15.74) Lakhs and Rs. (13.64) Lakhs respectively for the previous year 2022-23.

DETAILS OF SUBSIDIARIES/ASSOCIATE COMPANY:

Your Company does not have any subsidiary and hence the disclosure regarding the same does not arise.

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 -1 to this report.

GLOBAL ECONOMY

The Global Economy is estimated to have grown by 3.2%. This growth is better than expected in spite of geopolitical issues threatening to thwart this growth. The global economy grew progressively during the year in spite of the stringent monetary measures taken by the Central Banks of most countries due to warnings of recession and impact on account of climate related challenges. Global trade was muffled with increased trade restrictions and lower consumption arising from tight financial conditions. Emerging economies performed better than the developed countries. There was a gradual reduction in inflation in both developed and emerging economies prompting Central Banks to pause interest rate hikes, though inflation is still more than the target in most economies. Geo political issues continued causing disturbance to the world with the continuing Ukraine war, tensions in West Asia and disturbances to commercial shipping in the Red Sea.

International Monetary Fund (IMF) estimates show that the growth in 2024 would be similar to 2023. Inflation is expected to reduce gradually. However, geopolitical disturbance could affect the inflationary trajectory and consequently delay policy easing by Central Banks.

THE INDIAN ECONOMY

The Indian Economy grew during the FY 2023-24 on the back of domestic demand coupled with better performance of manufacturing and construction industry. The economy was resilient in spite of tighter monetary policy and global headwinds and has emerged as the fastest growing economy and has witnessed a growth of 7.8% in FY24. Demographic dividend, improved financial access and investment in financial and digital assets were the major factor that has played a pivotal role in this growth.

The Indian economy is poised to grow at a pace similar to the previous FY23 and retain the tag of fastest growing major economy on the back of enhanced domestic demand along with Government investment in infrastructure projects and timely execution of policy reforms.

REVIEW OF BUSINESS OPERATIONS

The year 2023-2024 started on a high note as the Chip related issues plaguing the auto industry slowly started easing leading to a good demand in both local and export market and your company achieved a sale turnover of Rs 317 crores vs Rs 323 crores last year and growth was reduced by 2%.

Profitability was underpressure primarily due to Raw material cost inflation, increasing Manpower costand a variety of new products where efficiencies are yet to be established. The Number of new products and new customers augur well for your company in the near future.

OPPORTUNITIES AND THREATS OPPORTUNITIES:

The automotive industry in India is set to grow significantly due to various factors like increase in disposable income, affordable and convenient financing options coupled with improving road infrastructure. The increasing adoption of electric vehicles in a bid to move towards a greener economy is establishing the nation as a prominent global automotive center. The emerging trends and growing focus of automakers on integrating cutting-edge technologies in auto components manufacturing has opened up investment opportunities in the India auto sector

THREATS:

The Russia-Ukraine conflict has added to concerns across all economies and could affect the auto sales both locally and internationally. US economy is close to recession with low growth & high inflation and many of our products go to the US market this remains a cause of concern and finally the interest rates are at all- time high to curb inflation and this could reflect in a dip in auto sales.

SEGMENTWISE /PRODUCT WISE PERFORMANCE

Your company operates in a single segment that is automotive, but the company has 4 products namely Piston Rings, Forgings, Crank Pin and Tooling. On the performance, Forgings contribute to 70% of the sale followed by Piston rings 20 %, Crank pin 8 % and finally tooling with 2%. The Forgings sales includes both local and export sales. All the products are supplied either to the OEM directly or to Tier-1 who in turn supply them to the OEM. Your company supplies to all types of vehicles ranging from two wheelers to Medium and Heavy commercial vehicles and to a Niche and high-end vehicles.

OUTLOOK:

The Indian automobile industry is poised to grow by 5-6% across segments with enhanced infrastructure spending. The outlookfor the next year is positive and your company expects to grow in line with the market. Your company is constantly working on new products to grow its topline and is well poised to grow in the upcoming year with business won with top OEM in India for their upcoming vehicle and with new products in the export market. On the cost and efficiency front your company continues to launch new products and work on many continuous improvement projects to improve its cost competitiveness.

RISKAND CONCERNS:

Our risk management procedures consider both external and internal threats to devise effective mitigation strategies. Risk identification, analysis, mitigation and monitoring are undertaken periodically by the Management.

The Key risks confronting the industry are supply chain disruptions, increasing energy prices, shortages of skilled labour, growing expectations of the customers. Your company is actively working on entering new markets and diversifying its business to mitigate the risk and also supply quality products to its customers. On raw material prices, your company is actively working with its suppliers and customers to reduce the impact.

INTERNAL FINANCIAL CONTROL SYSTEM:

Your company has a strong and well-ingrained internal controls framework. The internal audit plan is developed in consultation with the operating management / Statutory Auditors with focus on critical risks that matter and is aligned to the business objectives of the Company. The Audit Committee meets every quarter and reviews the key internal / statutory audit findings and the management actions emanating from internal audit reviews. The Audit and Assurance function reassures the Board about the adequacy and efficacy of internal controls the risks involved and helps in anticipating/mitigating emerging and evolving risks.

FINANCIAL PERFORMANCE

(Rs. In Lakhs)

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Our Company continues to focus on the development of its human resources to improve its performance. As on March 31,2024 the company currently has approximately 441 employees including contract labour. IP Rings strives to provide a conducive work environment that empowers people to excel. The human resource team implemented several programmes such as Training, learning and development, employee engagement, performance management and talent retention. The Company prioritizes safety, health and overall well being of all employees including the contract workforce.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS, ALONG WITH DETAILED EXPLANATIONS

9. FINANCIAL PERFORMANCE

Your Company has achieved a turnover for the year 2023-24 of INR31,671.88 Lakhs which was lesser than the previous year turnover of Rs. 32,329.56 lakhs and ended the same with a Loss after Tax of Rs. (273.14) lakhs while compared to Profit aftertax of Rs. 173.60 lakhs recorded in the previous year.

10. HUMAN RESOURCE

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.

11. INDUSTRIAL RELATIONS

Industrial relations were cordial during the financial year.

12. 10 YEAR RECORD

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

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

Shareholders at the 31st Annual General Meeting held on August 08, 2022 re-appointed Mr. A. Venkataramani as Managing Director for a period of 3 years from July 01,2022 to June 30,2025.The Shareholders at the 32nd Annual General Meeting held on August 12, 2023 have approved the change in designation of Mr. M. Govindarajan as Non-Executive Director from Whole Time Director. The term of appointment of Mr. M. Govindarajan ends is coming to a close on August 01, 2024. The Board has recommended the re-appointment of Mr. M. Govindarajan as a Non-Executive Director for a period of 2 years and the approval of the shareholders is being sought through the notice annexed to this report.

The approval of the members is sought for appointing Mr. Vikram Vijayaraghavan and Mr. Navin Paul as Independent Directors for second term and the same is annexed to the AGM Notice.

Dr. Sandhya Shekhar, an Independent Director has completed her second term. The Board places on record its appreciation for her contributions during her tenure as an Independent Director.

The approval of the members is sought for appointing Ms. Anandi Iyer as Independent Directors for first term and the same is annexed to the AGM Notice

There were no other changes in Directors during the period under review.

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.

Key Managerial Personnel:

As on March 31, 2024, Mr. A. Venkataramani, Managing Director, Mr. M. Govindarajan, Non-Executive Director, Mr. Venkataraman, CFO (Upto February 10, 2024), Mr. Janakiraman, CFO (from February 10,2024), Mr. K Premnatha Company Secretary (up to June 22,2023), Karthik Narayanan (w.e.f. August 12,2023 to August 16, 2023), Mr. Amarnath Tripathy, Company Secretary from 14.11.2023 are the Key Managerial Personnel (KMP) of the Company.

14. PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTIES

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 asAnnexure - II to this report.

15. Auditors and Auditors'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 31st 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 31st Annual General Meeting till the conclusion of 36th 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 oremployees 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 and their certificate is appended to this Report as Annexure-I II.

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.

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 2024-25 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.

INTERNALAUDITOR

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.

16. BOARD OF DIRECTORS & BOARD MEETINGS HELD DURING THE YEAR

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. The details relating to the same are given in Report on Corporate Governance forming part of this Board Report.

17. POLICIES

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: -

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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 FINANCIALASSETS- INVESTMENTS] forming part of Annual Report.

19. ANNUAL RETURN

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: https://iprings.com/investors/

20. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Independent Directors at their meeting held on May 27, 2024 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 concerned Directors / Members. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

21. VIGIL MECHANISM

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.

22. AUDIT COMMITTEE

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

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

The Company has putin 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 work place. No complaints were received from any employee during the year ended March 31,2024.

24. DIRECTORS' RESPONSIBILITY STATEMENT

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, 2024, 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 profit 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, 2024 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.

25. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE

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

26. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

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

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS

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.

29. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013

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.

30. PARTICULARS OF EMPLOYEES

The information on top ten 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 is provided in the Annexure forming part of the Report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. The said statement is also open for inspection at the Registered Office of the Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

31. DECLARATION BY INDEPENDENT DIRECTORS

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).

32. RISK MANAGEMENT POLICY

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.

33. DEPOSITORY SYSTEM

As the members are aware, the Company's shares are compulsorily tradable in electronic form. As on March 31, 2024, 98.77 % of the Company's total paid up capital representing 1,25,19,991 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.

34. DIRECTORS REMUNERATION

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

35. DISCLOSURE UNDER ONE TIME SETTLEMENT

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

36. CORPORATE SOCIAL RESPONSIBILITY [CSR]

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 So Responsibility and an amount of Rs.14.19 lakhs was spent towards Corporate Social Responsibility obligations and the relevant details are provided in Annexure-VI to this Report.

37. NO CHANGE IN THE NATURE OF BUSINESS

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

38. ACKNOWLEDGEMENT

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.