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.

1. COMPANY PERFORMANCE

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

4. RESERVES

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.

5. CONSOLIDATED FINANCIAL STATEMENTS

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)

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.

7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

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.

8. FINANCIAL PERFORMANCE

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.

9. 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.

10. INDUSTRIAL RELATIONS

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

11. 10 YEAR RECORD

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.

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.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS 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 as Annexure - II to this report.

14. 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 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.

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.

15. RELATED PARTY TRANSACTIONS

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.

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 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.

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 FINANCIAL
ASSETS - 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:
www.iprings.com

20. BOARD EVALUATION

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.

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 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.

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, 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.

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. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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.

27. 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.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

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.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE 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.

30. 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.

31. PARTICULARS OF EMPLOYEES

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.

32. 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).

33. 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.

34. DEPOSITORY SYSTEM

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.

35. DIRECTORS REMUNERATION

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.

36. COMPLIANCE WITH SECRETARIAL STANDARDS

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.

37. 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.

38. 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
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.

39. NO CHANGE IN THE NATURE OF BUSINESS

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

40. 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.

For and on behalf of the Board of Directors

M. Govindarajan A. Venkataramani

(DIN 09264840) (DIN 00277816)

Director Managing Director

Chennai Chennai

May 29, 2025 May 29, 2025