Pricol Ltd

DIRECTORS' REPORT & MANAGEMENT ANALYSIS

Dear Members,

Your Directors with immense pleasure present the 14th (Fourteenth) Annual Report of Pricol Limited (Rs. 'Company”) on the business and operations together with the audited financial statements (Standalone & Consolidated) for the financial year ended 31st March, 2025 and Auditor's Report thereon.

Your Directors have not recommended any dividend and not transferred any amount to reserves for the year 2024-25.

During the year, the Auto Industry's domestic sales grew by 7% and exports by 19%. The overall Auto Industry's production grew by 9.12% as against 9.04% in the previous financial year.

*As per Society of Indian Automobile Manufacturers (SIAM)

In domestic market, the Company primarily caters to 2 wheelers, Commercial Vehicles, Tractors, 4 wheelers and Off-road vehicles.

The Company's Domestic Sales was up by 13.23% and overall Company's Sales by 12.15% compared to the previous year. The profit from operations before Finance cost, Depreciation & Amortisation expense and Tax is Rs.29,218.44 Lakhs compared to Rs.27,171.53 Lakhs during the previous year. Profit before Tax has increased from Rs.17,321.00 Lakhs to Rs.19,708.05 Lakhs, due to increase in sales volume and better control on costs.

The profit from operations before Finance cost, Depreciation & Amortisation expense and Tax has increased from Rs.28,621.52 Lakhs to Rs.32,953.22 Lakhs. The operational performance has improved due to increase in sales volume and better control on costs. Profit before Tax is Rs.22,661.48 Lakhs compared to Rs.18,590.46 Lakhs.

As on 31st March 2025,

a) Authorised Share Capital of the Company is Rs.79,45,00,000 comprising of 79,45,00,000 equity shares of Rs.1 each.

b) Issued, Subscribed and Paid-up Equity Share capital of the Company is Rs.12,18,81,498 comprising of 12,18,81,498 Equity Shares of Rs.1 each.

There was no change in Authorised, Issued, Subscribed and Paid-up capital during the financial year 2024-25.

This purchasing arm of our Company mainly assists in global procurement of raw materials and components to our Company and associate companies.

In the financial year 2024-25, Pricol Asia Pte Limited achieved sales of USD 586.55 Lakhs (Rs. 49,532.92 Lakhs) as against the previous year sales of USD 649.46 Lakhs (Rs. 53,743.09 Lakhs). The company made a profit of USD 13,73,100 (Rs. 1,159.56 Lakhs) during the year 2024-25 as against USD 14,99,287 (Rs. 1,240.68 Lakhs) in 2023-24.

The company is supplying Instrument Clusters to the 2 Wheeler manufacturers in Indonesia & Thailand.

In the financial year 2024-25, PT Pricol Surya Indonesia has achieved a sales of IDR 4,63,990 Lakhs (Rs. 2,415.07 Lakhs) as against the previous year sales of IDR 3,71,635 Lakhs (Rs. 1,993.82 Lakhs) an increase of 24.85% in IDR & 21.13% in INR terms. The Company had a profit before tax of IDR 1,22,646.02 Lakhs (Rs. 638.37 Lakhs) as against the profit before tax of IDR 73,488 Lakhs (Rs. 394.26 Lakhs) of previous year.

The company, a Wholly Owned Subsidiary of Pricol Asia Pte Limited, Singapore, a purchasing arm of our Company mainly assists in global procurement of raw materials and components to our Company and associate companies .

During the financial year 2024-25, the Company achieved sales of USD 288.37 Lakhs (Rs. 24,351.89 Lakhs) as against the previous year sales of USD 47.61 Lakhs (Rs. 3,939.49 Lakhs). The company made a profit of USD 7,46,577 (Rs. 630.47 Lakhs) during the year 2024-25 as against the profit of USD 75,699 (Rs. 62.64 Lakhs) during the previous year.

The company with the name Pricol Electronics Private Limited was incorporated on 11th April 2023, as a Wholly Owned Subsidiary of Pricol Asia Pte Limited, Singapore. On 9th October 2024, Pricol Limited acquired entire 15,00,000 Equity Shares of '1 from Pricol Asia Pte Limited at a value of '15 lakhs, for operational convenience. With effect from 9th October 2024, the company became Wholly Owned Subsidiary of Pricol Limited.

The name of company was changed to Pricol Precision Products Private Limited with effect from 28th November 2024.

During the year, Pricol Limited infused Rs.120.15 Crores towards equity share capital of the company and gave a Corporate guarantee for Rs.230 Crores for the banking facilities of the company.

Pricol Precision Products Private Limited has acquired the Injection Moulded Plastic Component Solutions Division of Sundaram Auto Components Limited (WOS of TVS Motors Limited) on slump sale basis on 31st January 2025 for a value of Rs.19,749.70 Lakhs. With effect from 1st February 2025, the company commenced the operations of Injection Moulded Plastic Component Solutions Business.

In the fiscal year 2024-25, the company's turnover was Rs.13,925.57 Lakhs, which is from the business operations for the months of February & March 2025. The Profit for year was Rs.124.79 lakhs.

The global economy has shown resilience in the face of evolving challenges, supported by strong macroeconomic fundamentals in both advanced and emerging markets, along with steady consumer and government spending. The United States has surpassed recessionary expectations, with economic momentum gaining traction due to a robust labour market and increased investment. In contrast, China is facing significant obstacles, including high tariffs, weak domestic demand, and structural issues. Recent forecasts reflect this disparity, as some analysts have downgraded China's growth outlook.

Across the globe, inflation is still above the targets set by central banks but is trending downward. The International Monetary Fund (IMF) projects that global headline inflation will decrease to 4.2% in FY2025 and further to 3.5% in FY2026. This decline is attributed to easing supply-side constraints and ongoing monetary tightening. In Asia, inflation has increased more moderately compared to Western economies and is now decreasing more rapidly, leading to more measured adjustments in interest rates.

In FY2025, trade tensions rose due to a growing tariff war, mainly between the U.S. and China, affecting various sectors. These protectionist measures disrupted global supply chains and reduced cross-border investment. Simultaneously, the Red Sea crisis interrupted key maritime routes, raising shipping costs and delaying cargo movement, particularly impacting Asia, Europe, and Africa, which contributed to supply-side inflation.

Despite these disruptions, the IMF forecasts global economic growth at 3.3% in both FY2025 and FY2026, which is slightly below the historical average of 3.7%. The resilience of key economies and ongoing adaptation to changes in the supply chain provide some degree of stability. However, persistent structural challenges, high interest rates, and geopolitical tensions will continue to impact the economic outlook. These factors will necessitate coordinated policy responses and strategic planning to effectively navigate the uncertainties ahead.

India's economy demonstrated resilience in FY 2024-25, navigating global headwinds and domestic policy shifts with steady momentum. While external challenges such as evolving global trade dynamics and geopolitical tensions have posed uncertainties, strong domestic demand and proactive fiscal and monetary policy interventions have continued to support economic growth.

India's real Gross Domestic Product (GDP) is projected to grow by 6.5% in FY 2025-26, according to the Reserve Bank of India (RBI) and the International Monetary Fund (IMF). Key growth drivers include household consumption, expanding manufacturing through Production Linked Incentive (PLI) schemes, increased infrastructure investments, and a digitizing services sector. The government's focus on capital expenditure, rural development, and support for MSMEs also supports economic momentum.

Inflationary trends have been showing signs of easing in recent months, prompting the Reserve Bank of India (RBI) to adopt a more accommodating monetary stance. In response, the RBI lowered the policy repo rate by 25 basis points to 6% on April 9, 2025, and shifted its monetary policy stance from "neutral" to "accommodative." These actions indicate a supportive environment for economic growth. Market participants expect further rate reductions throughout the remainder of 2025, depending on inflation trends and global economic conditions.

The Union Budget for 2025 strengthened the country's growth agenda through comprehensive structural reforms and targeted fiscal support. Key initiatives include a simplified income tax system, which eliminates tax liability for individuals earning upto Rs.12 lakh per annum. Additionally, there will be increased investments in infrastructure, logistics, and innovation. A fund of Rs.20,000 crore has been announced to promote private sector-led research, alongside improved credit support for agriculture, clean energy, and Micro, Small, and Medium Enterprises (MSMEs). These measures are expected to boost productivity, create jobs, and enhance resilience in rural areas and various sectors. Looking ahead, India is well-positioned to maintain its growth trajectory, supported by favorable demographics, increasing investor confidence, and the ongoing formalization of the economy.

The Indian automotive industry is forecasted to grow steadily in FY2026, with domestic sales expected to rise by 5% to 8% year-on-year, as per India Ratings & Research. Growth will mainly come from the two-wheeler segment, supported by improved rural demand linked to a normal monsoon and better crop yields.

The two-wheeler, passenger vehicle and commercial vehicle segments are expected to see modest growth in FY2026. Two-wheeler sales are projected to increase by 6% to 8% year-over-year, driven by premium products in rural and semi-urban markets. Passenger vehicle growth is likely to moderate to 2% to 5% due to high inventories and weaker urban demand, while premium and utility vehicles will still perform well. Commercial vehicles may grow by 1% to 4%, supported by infrastructure recovery, though overcapacity may limit gains, as per India Ratings & Research.

India's Electric Vehicle (EV) sector is rapidly growing, propelled by government incentives, environmental concerns, and technological advancements. Initiatives like the Faster Adoption and Manufacturing of Hybrid and Electric Vehicles (FAME) scheme aim to boost EV adoption, transforming transportation towards sustainability. The market is projected to reach Rs.20 lakh crore (approximately USD 240 billion) by 2030, as noted by the Ministry of Road Transport and Highways. The 2025 Union Budget supports this growth with customs duty exemptions on 35 essential capital goods for battery manufacturing.

However, a critical risk has emerged in the form of global rare earth magnet shortages, following the imposition of export restrictions by China, which controls a significant share of the global supply. These magnets are vital for electric motors, power steering systems, and sensor- based technologies widely used in electric and smart vehicles. The ongoing supply tightness could disrupt EV production schedules, raise input costs, and pose a potential headwind to India's ambitions in advanced automotive manufacturing. In response, policymakers are expected to accelerate efforts to localize sourcing, encourage recycling of rare earth elements, and forge new supply partnerships to safeguard the growth of India's EV ecosystem.

Notable growth is expected in electric two and three- wheelers, fueled by schemes like PM e-Drive (Rs. 10,900 crore) and FAME II. India targets 30% EV sales for private cars, 70% for commercial vehicles, 40% for buses, and 80% for two and three-wheelers by 2030 - aiming for 80 million EVs on the roads. The country also promotes domestic EV production through the 'Make in India' initiative.

The integration of Industry 4.0, semiconductors, and smart mobility is transforming India's automotive ecosystem. Key investments in automation and AI-driven production are essential for OEMs and Tier-1 suppliers. Furthermore, government initiatives like Rs.25,938 crore Production- Linked Incentive (PLI) scheme and Rs.18,100 crore ACC Battery Storage Program will enhance India's status as a hub for advanced automotive and electric vehicle technologies.

In conclusion, while FY2026 growth may normalize from past highs, but in long term India's automotive sector remains strong. With steady domestic demand, growing electric vehicle adoption, and an emphasis on exports and innovation, India is advancing toward becoming a global leader in automotive and EV manufacturing.

The Indian auto ancillary sector is showing significant growth, driven by strong domestic demand, rising exports, and government incentives focused on manufacturing excellence and innovation. As a key part of India's industrial and economic framework, the industry is positioned for a positive outlook in the near to medium term.

India's auto component sector is gearing up for a major leap forward. With production expected to more than double and touch $145 billion by 2030, and exports likely to triple to $60 billion, the country is setting its sights on becoming a key global player. This growth could lead to a healthy trade surplus of $25 billion, while also significantly boosting employment-adding 2 to 2.5 million new direct jobs, and taking the total to around 3-4 million. The aim is to grow India's share in the global traded auto components market from the current 3% to 8%.

However, in the near term, the revenue growth of the Indian auto component industry is expected to slow down according to ICRA. After experiencing a 14% increase in FY2024, the industry is projected to grow by 810% in FY2026. The growth in coming year will be driven by several factors, including the premiumization of components, higher value addition, and increased demand from domestic Original Equipment Manufacturers (OEMs).

One emerging challenge is the imposition of export controls by China, which dominates over 80% of the global rare earth magnet supply. These restrictions have led to a 75% year-over-year drop in magnet exports as of mid-2025. For Indian Tier-1 and Tier-2 suppliers that are increasingly integrated into EV, hybrid, and electronics- driven vehicle platforms, this has significant implications. Key product categories affected include powertrain components, instrument clusters, actuators, and telematics modules?core segments within India's high- growth auto ancillary export basket. The impact is particularly severe for companies serving OEMs with high- tech EV programs and global sourcing mandates, where margins are tight and adherence to delivery schedules is critical. This development has already resulted in a 15% to 25% increase in raw material costs for magnet-based components, disrupting pricing strategies and production timelines across the EV and smart mobility value chain.

The government's Production Linked Incentive (PLI) scheme continued to bolster the sector, encouraging investments in advanced technologies and EV components. The scheme is promoting the manufacturing of Advanced Automotive Technology (AAT) products and is significantly boosting the EV segment.

In summary, the Indian auto ancillary sector remains on a growth path, driven by increasing localization, technological advancements, and supportive government policies. While challenges such as global economic uncertainties and evolving emission norms persist, the industry's focus on innovation and sustainability positions it well for continued expansion.

1) Ongoing improvements in transport, logistics, and urban mobility are driving demand for advanced vehicles. Smart infrastructure and warehouses are enabling faster deliveries and efficient supply chains.

2) Industry 4.0 - automation, smart factories, and IoT is boosting productivity and quality. Auto firms are using digital tools for cost reduction and real-time process optimization.

3) Global supply chain disruptions are driving reshoring and diversification strategies. This shift offers Indian auto component firms greater global market opportunities.

4) Indian auto component makers have a strong global presence and rising export volumes. Quality, cost competitiveness, and trade partnerships support this global expansion.

5) Environmental norms and consumer trends are encouraging cleaner production methods. Companies are adopting renewables, waste reduction, and circular economy practices.

6) The Production Linked Incentive (PLI) scheme for the automotive sector has been allocated Rs.2,819 crore for FY 2026, as per the Union Budget. This allocation is part of a larger Rs.25,938 crore scheme aimed at boosting domestic manufacturing of advanced automotive technologies.

7) The PM E-Drive Scheme (2024) allocates Rs.10,900 crore to promote electric vehicles (EVs) in India. It offers subsidies for EVs, including two-wheelers, three-wheelers, and commercial vehicles, while boosting EV infrastructure. This initiative supports EV adoption, local manufacturing, and growth in the auto ancillary sector, particularly in batteries and charging solutions.

1) With OEMs facing cyclical demand and potential market slowdowns, they may experience reduced order volumes, which can strain their production capacity and revenue projections.

2) Persistent disruptions (exacerbated by geopolitical tensions or residual effects of global pandemic) could delay the procurement of critical raw materials and components, leading to production bottlenecks and increased operational costs.

3) Global rare earth magnet shortages, driven by export restrictions and concentrated supply chains (notably in China), are disrupting production schedules and increasing input costs, especially in EVs and electronics-heavy assemblies.

4) Rising prices of key raw materials and energy could increase the working capital required to maintain inventory and lead to thinner margins if cost passthrough is limited.

5) Intensified global competition reducing pricing power and market share.

6) Geopolitical instability may cause uncertainties in export markets.

7) Currency fluctuations may raise import costs for essential components

Risk Management Committee of the Board was constituted in accordance with Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Risk Management Committee is responsible to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for development and implementation of a Risk management Policy for the Company including identification therein elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company and is responsible for reviewing the risk management plan and its effectiveness. During the year, Risk Management Committee met 2 (two) times to discuss on the identification, monitoring, evaluating and manage the risks of the Company.

Company's Risk Management Policy has been adopted for identifying and managing risk, at the strategic, operational and tactical level. Our risk management practices are designed to be responsive to the ever changing Industry dynamics. The Company has also laid down the procedures to inform Board members about risk assessment and minimisation procedures.

The Risk Management policy has been placed on the website of the Company and the web link there to is https://pricol.com/wp-content/uploads/2023/01/Risk- Management-Policy-2021.pdf

Risk management is an ongoing activity considering the continuous changing business environment in which Company operates. The risks identified by the businesses and functions are addressed systematically through mitigating actions on a continuing basis.

The Company has initiated a process to obtain ISO 31000 certification - ISO 31000 is an international standard that provides guidelines on managing any type of risk in any business activity. The standard provides guidelines on principles, risk management framework, and application of the risk management process.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

The Company has internal control systems commensurate with the nature of its business, the size, and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

The Company also adopted policies and procedures for the governance of the orderly and efficient conduct of its business including adherence to Company's policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and its disclosures. The Company has well documented policies and SOPs covering all financial and operating functions.

The Company's internal control systems have been strengthened taking into account the nature of business and size of operations to provide for:

• Reliability and integrity of financial and operational information;

• Effectiveness and efficiency of operations and assets;

• Compliance with applicable statutes, policies, listing requirements and management policies and procedures.

To further strengthen the internal control system, the Company has a well established own Corporate internal audit team. Internal Audit team periodically reviews compliance of operations, at all locations and all functions, inline with the documented policies and procedures and assess the effectiveness & efficacy of the same in terms of effective internal controls. Internal audit team also monitors the status of management actions on the previous internal audit finding. The significant audit findings are reviewed on a quarterly basis in the meetings of the Audit Committee. The Audit Committee at its meetings regularly reviews the financial, operating, internal audit & compliance reports to improve performance. The heads of various monitoring / operating departments are present for the Audit Committee meetings to answer queries from the Audit Committee.

Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the internal, statutory, cost, and secretarial auditors and external agencies including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2024-25.

The Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 of the Act read with the Companies (Indian Accounting Standard) Rules, 2015. The Company gets its Standalone and Consolidated Financial Results reviewed / Audited every quarter / financial year by its Statutory Auditors.

1) Code of fair disclosure of UPSI

The Company has adopted a Code of Conduct to regulate, monitor and report trading by Designated Persons. This Code of Conduct is intended to prevent misuse of Unpublished Price Sensitive Information ("UPSI”) by designated persons and their immediate relatives. The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautions them on consequences of non-compliances. The Company has Code of practices and procedures for fair disclosures of unpublished price sensitive information by including a policy for determination of legitimate purposes. Further, the Company has put in place adequate & effective system of internal controls and standard processes to ensure compliance with the requirements given under these regulations to prevent insider trading. The same is available on the website of the Company at https://pricol.com/wp-content/uploads/2023/ 01/Code-of-Fair-Disclosure.pdf.

2) Code of conduct for directors and senior management of the company

The Company has adopted the Code of Conduct for Directors and Senior Management of the Company. The same is available on the website of the Company at https://pricol.com/wp- content/uploads/2023/04/Code-of-Conduct- Board-of-Directors-Senior-Management- Personnel.pdf

During the year the Company has not accepted / renewed any deposit from public. The total deposits remained unpaid or unclaimed as at 31 st March, 2025 is Nil. There is no default in repayment of deposits or payment of interest thereon during the year. The Company undertook several steps to keep a control over borrowings and cost of borrowings.

Consequent to the good financial performance, your Company was able to improve its credit rating as follows.

The Company has formulated a Policy on Related Party Transactions, in line with the requirements of the Act and the SEBI Listing Regulations. During the financial year under review, all related party transactions that were entered by the Company were approved by the Audit Committee and were on arm's length basis and in the ordinary course of the business. Prior omnibus approval of the Audit Committee was obtained for the transactions, which were of a foreseen and repetitive nature.

All related party transactions that were approved by the Audit Committee were periodically reported to Audit Committee. None of the Contracts, Arrangements and transactions with related parties required approval of the Board / Shareholders under Section 188(1) of the Act and 23(4) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

During the year, there were no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of this Report & Annual Accounts 2024-25.

The Company has also adopted the Policy on Related Party Transactions and the same is available on the website of the Company at https://pricol.com/wp- content/uploads/2023/04/Policy-on-Related-Party- Transactions.pdf

As per the provisions of Section 149 of the Companies Act, 2013, Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members appointed Independent Directors as mentioned below:

Mrs.Sriya Chari, due to her personal commitments resigned her Independent Directorship with effect from 4th July 2024. Board placed its appreciation for the valuable contributions made by Mrs.Sriya Chari, to the Board & the Company during her tenure as an Independent Director.

Shareholders, on 25th September 2024, through postal ballot by way of special resolution, had approved the following

a) Appointment of Mrs.T.M.Malavika as an Independent Director for the first term of 5 (five) consecutive years commencing from 1st October 2024 to 30th September 2029 (both days inclusive).

Mr.Navin Paul (DIN: 00424944) Independent Director, whose term of office expires on 21st October 2025, has given his consent for his re-appointment as Independent Director, for the second term, of 5 (five) consecutive years commencing from 22nd October 2025 to 21st October 2030. The Board recommends the re-appointment of Mr.Navin Paul as an Independent Director of the Company to hold office for the second term.

Details of Mr.Navin Paul being recommended for reappointment is included in the notice of the ensuing Annual General Meeting. In the opinion of the Board, Mr.Navin Paul have the integrity, expertise and experience (including the proficiency) to act as independent director of the Company.

Members appointed Executive Director / Non Independent Director as mentioned below:

Mr.Vikram Mohan, a Non-Independent Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Details of Mr.Vikram Mohan being recommended for re-appointment is included in the notice of the ensuing Annual General Meeting.

In accordance with applicable provisions of the Companies Act, 2013 (Rs. Act') and SEBI Listing regulations, the Board has made a formal annual evaluation of its own performance, Committees of the Board, Independent Directors and Individual Directors of the Company. The Board's performance was evaluated based on the criteria like Structure, Governance, Dynamics & Functioning, Approval & Review of Operations, Financials, Internal Controls etc.

The performance of the Independent Directors as well as Individual Directors including the Chairman of the Board were evaluated based on the evaluation criteria laid down under the Nomination and Remuneration Policy and the Code of Conduct as laid down by the Board.

The Committees of the Board were evaluated individually based on the terms of reference specified by the Board to the said Committee. The Board of Directors were satisfied with the evaluation process which ensured that the performance of the Board, its Committees, I n de pe n dent Directors and Individual Directors adhered to their applicable criteria.

On 28th January 2025, Independent Directors had a separate meeting in which they evaluated the performance of the Non-Independent Directors, the Board as a whole and Chairman of the Company, based on the criteria laid down under Nomination and Remuneration policy, Code of Conduct & SEBI's guidance note and was satisfied with their performance. The Nomination and Remuneration at its meeting held on 28th January 2025 evaluated the performance of the individual directors and the Board as a whole and was satisfied with their performance.

In terms of Section 203 of the Companies Act, 2013, the whole-time Key Managerial Personnel of the Company are Mr. Vikram Mohan, Managing Director, Mr.Priyadarsi Bastia, Chief Financial Officer & Mr. T. G. Thamizhanban, Company Secretary.

M/s. VKS Aiyer & Co., Chartered Accountants, Coimbatore (ICAI Firm Registration No: 000066S), the Statutory Auditors of the Company were re-appointed as Statutory Auditors of the Company, at the AGM held on August 9, 2023, for the second term of five (5) years, from the conclusion of 12th Annual General Meeting until the conclusion of the 17th Annual General Meeting of the Company to be held in the calendar year 2028.

M/s. VKS Aiyer & Co., Chartered Accountants have furnished a certificate to the Board confirming that they are not disqualified from continuing as Auditors of the Company.

The report of the Statutory Auditor forms part of this Report and Annual Accounts 2024-25. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.

The Board of Directors at their meeting held on 15th May 2025, on the recommendation of the Audit Committee, appointed Mr.G.Sivagurunathan, Cost Accountant, (ICWAI Membership No: 23127), as the Cost Auditor for conducting the Cost Audit for the financial year 2025-26, on the remuneration of Rs.3 Lakhs in addition to reimbursement of travel and out-of pocket expense, Mr.G.Sivagurunathan have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years.

A resolution seeking members' ratification of the remuneration payable to Cost Auditor is included in the AGM notice. The Cost Audit Report will be filed within the stipulated period.

The Board of Directors and the Audit Committee at their meeting held on 15th May 2025, has recommended the appointment of M r. P . Es w a ra m o o r t h y of M/s.P.Eswaramoorthy and Company, Company Secretaries (FCS No.: 6510, CP No.: 7069) as Secretarial Auditor for a term of five financial years from 2025-26 till 2029-30. The remuneration for his tenure as Secretarial Auditor shall be mutually agreed between the Board of Directors and the Secretarial Auditor. Mr.P.Eswaramoorthy of M/s.P.Eswaramoorthy and Company, Company Secretaries has confirmed his eligibility for appointment as Secretarial Auditor of the Company. The above proposal forms part of the Notice of the AGM for your approval.

The Secretarial Audit Report for the financial year 2024-2025 received from Mr.P.Eswaramoorthy of M/s.P.Eswaramoorthy and Company, (FCS No.: 6510, CP No.: 7069) Practicing Company Secretaries, as per Section 204 of the Companies Act and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as ''Annexure A". There are no qualifications, observations, adverse remarks or disclaimer in the said report.

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively. The Company had complied with the applicable Secretarial Standards.

In compliance with the provisions of Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, Mr.K.Venkatesh, Internal Auditor carried out the internal audit across all plants of the Company.

Pricol's Corporate Social Responsibility (CSR) activities reflect its philosophy of enhancing value to the society and the environment around us. Company is committed to operate & grow in a socially sustainable manner and continue to give back to the society. CSR activities of the company are focused in Environment, Health & Education of needy sections, which are carried out through implementing agencies in addition to the CSR activities directly undertaken by the Company.

The CSR policy is available on the website of the Company at https://pricol.com/wp-content/uploads /2023/01/CSR-Policy_21.pdf. The Annual Report on CSR activities is annexed herewith as "Annexure B".

With a commitment to continuous talent enhancement, the Company prioritized strategic HR initiatives to strengthen organizational capability and futurereadiness. Efforts were focused on addressing critical skill gaps through targeted training, reskilling, and competency-building programs aligned with evolving business needs. Industrial Relations remained positive with zero man-hour loss, reflecting successful employee engagement and trust-based collaboration. Additionally, productivity improvement practices like Kaizen, Poka Yoke, and employee suggestion schemes fostered a culture of continuous improvement. As of 31st March 2025, the total workforce stood at 5,963, reflecting a diverse and agile team aligned with the Company's growth strategy.

Employee engagement thrives through a wide range of enriching initiatives, from health camps and special day celebrations to marathons, wellness sessions, and outbound training. Our 'Weekly Kaizen Drives' and recognition awards for Kaizen, QCC, and CFT highlight our dedication to continuous improvement and excellence. The recreational clubs further enhance work-life balance, offering employees opportunities to explore hobbies, build relationships, and stay active through activities like trekking and sports. These efforts create a dynamic, vibrant culture that values both personal well-being and collective growth. In FY 2024-25, we successfully conducted 1,327 training programs and 392 engagement activities, strengthening our commitment to a motivated, high-performing workforce.

DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(3) (c) & (ca) of the Companies Act, 2013, the Directors would like to state that:

a) in the preparation of annual accounts, the applicable accounting standards have been followed and that there were no material departures;

b) they had selected such accounting policies and applied them consistently and made judgements 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 and loss of the Company for the year under review;

c) they 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) they had prepared the annual accounts on a going concern basis;

e) they had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

1. Independent Directors have given declarations that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

2. Salient features of the Nomination and Remuneration Policy is disclosed in the Report on Corporate Governance.

3. Qualification, reservation or adverse remark or disclaimer made by Statutory Auditor & Secretarial Auditor in their report: NIL

4. The particulars of Loans, Guarantees and Investments made by the Company under Section 186 of the Companies Act, 2013 are given in Note.60 to the Standalone Financial Statements.

5. Disclosure as required under Schedule V (A) (2)of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Note.61 to the Standalone Financial Statements.

6. There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status and the Company's operations in future.

7. There is no change in nature of business of your company during the year.

8. Material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report: NIL.

9. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure C".

10. Annual Return:

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of Companies (Management and Administration) Rules, 2014, Annual Return in Form MGT-7 is available at the Company's website at https://pricol.com/wp-content/uploads/2025/07/ MGT-7-Before-AGM.pdf

11. Particulars of Remuneration to Directors and Employees:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as ''Annexure D".

12. Disclosures of transactions of the listed entity with any person or entity belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the listed entity:

Details are given in Note. 59 to the Standalone Financial Statements.

13. Number of other board of directors or committees in which a director is a member or Chairperson, including separately the names of the listed entities where the person is a director and the category of directorship:

Disclosed in the Report on Corporate Governance "Annexure E", point no: 2.

14. Detailed reasons for the resignation of an independent director who resigns before the expiry of his tenure along with a confirmation by such director that there are no other material reasons other than those provided.

Mrs.Sriya Chari due to her personal commitments resigned her Independent Directorship with effect from 4th July 2024. She also confirmed that there are no other material reasons for her resignation.

15. Business Responsibility and Sustainability Reporting Business Responsibility and Sustainability Reporting as required pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CMD-SEC-2/P/CIR/2023/122 dated 12th July 2023, is annexed herewith as "Annexure F”.

16. Details of Subsidiary Companies, Joint Venture and Associate Companies, and their financial position: Pursuant to Section 129(3) of the Companies Act, 2013, ("Act”) the Consolidated Financial Statements of the Company and its subsidiaries prepared in accordance with the relevant Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, forms part of this Annual Report.

The information as required under the first proviso to sub-section (3) of Section 129 in Form AOC-1 is annexed herewith as "Annexure G”.

17. Names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year;

During the year, the Company has acquired entire 15,00,000 Equity Shares of Rs.1 each of Pricol Precision Products Private Limited (formerly known as Pricol Electronics Private Limited) from Pricol Asia Pte Limited at a value of Rs.15 lakhs on 9th October 2024 and therefore, Pricol Precision Products Private Limited has become Wholly Owned Subsidiary of Pricol Limited.

18. 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 certain arm's length transactions under third proviso thereto:

All the related party transaction entered by the Company during the financial year 2024-25 are in the ordinary course of business and at arm's length. Details of material contracts / arrangements / transactions entered at arm's length with the related parties as required under section 134(3) (h) of the Companies Act, 2013, in Form AOC-2 is annexed herewith as "Annexure H”.

19. Details in respect of frauds reported by auditors under section 143(12) of the Companies Act, 2013:

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013.

20. List of credit ratings obtained by the entity along with any revisions thereto during the relevant financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilisation of funds, whether in India or abroad:

Disclosed under the heading "Finance” in this Report.

21. Key Financial Ratios (Explanations for significant change i.e. change of 25% or more as compared to the immediately previous financial year):

22. Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof.

23. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

24. There was no instance of one-time settlement with any Bank or Financial Institution.

25. During the year, the company's security(s) are not suspended from trading.

26. There are no agreements that subsist as on date under clause 5A to para A of part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your Company re-affirms its commitment to good corporate governance practices. The Company complies with corporate governance requirements specified in regulation 17 to 27 and regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, whichever applicable.

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Report on Corporate Governance which forms a part of this Report, has been annexed herewith as "Annexure E".

Chief Executive Officer and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Practicing Company Secretary's Certificate regarding compliance of conditions of Corporate Governance, is made a part of this Directors' Report. All the Board

Members and Senior Management personnel have affirmed compliance with the code of conduct for the year 2024-25.

Management Discussion and Analysis forming part of this Report is in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and such statements may be "forward-looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied, important factors that could make a difference to the Company's operations include economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

Your Directors place on record their sincere thanks and appreciation to Customers, Distributors, Dealers, Suppliers, Shareholders, Bankers and Government authorities for their continued support and co-operation. Your Board also wish to place on record their appreciation to the employees at all levels for their continued co-operation and commitment.