The Directors have pleasure in presenting their
50^th Annual Report standalone & consolidation Audited
Financial Statements for the year ended 31^st March,
2025.

1. FINANCIAL MATTERS :

2. STATE OF COMPANY'S AFFAIRS :

The total income for the financial year under review
was Rs. 16,581.26 Lacs as against Rs. 17,207.53 Lacs
for the previous year, which is decreased by 3.63% in
revenue as compare to previous years. The profit
before tax (PBT) for the financial year under review
is Rs. 837.69 Lacs, as against Rs.1,147.34 Lacs for
the previous year. The profit after tax (PAT) for the
financial year review was Rs 605.71 Lacs, as against
Rs. 779.06 Lakhs for the previous year.

There are no material changes and commitments
which affect the financial position of the Company as
on the date of this report since March 31, 2025.

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

3. RESEARCH & DEVELOPMENT:

Product Development and Process Improvements
actively continued during the year.

4. WIND POWER PROJECT:

The Company's two Wind Turbine Generators are
operating satisfactorily.

5. DIVIDENDS :

The Directors have recommended dividend at 5%
with payment of Rs. 0.5/- per share on total equity
shares (post Bonus issue) of face value of Rs.10 each
subject to approval of the members at this Annual

The Dividend payment is based upon the parameters
mentioned in the Dividend Distribution Policy
approved by the Board of Directors of the Company
which is in line with regulation 43 of the SEBI (Listing
Obligations & Disclosure Requirements)
Regulations, 2015 ('SEBI LODR Regulations').

6. SHARE CAPITAL OF COMPANY:

There was no change in the share capital during the
year under review.

EVENTS OCCURRING AFTER BALANCE SHEET DATE -
(Bonus Issue)

Board of Directors of company in its duly convened
meeting held on 22^nd May 2025, considered and
approved the issuance of Bonus Shares to the equity
shareholders of the Company. the shareholders of
the Company have accorded their approval for the
said bonus issue in the Extraordinary General
Meeting (EGM) held on 13^th June 2025. Record date
for bonus was 27^th June, 2025.

Ratio of Bonus Issue: 1:1 Face Value of Shares:

Rs.10/- (Rupees Ten only) each

Total Number of Bonus Shares Issued: 50,00,000
(Fifty Lakh) equity shares

The bonus shares rank pari passu in all respects with
the existing equity shares of the Company.

7. SUBSIDIARY COMPANY & INFORMATION ABOUT
THE FINANCIAL PERFORMANCE/FINANCIAL
POSITION OF THE SUBSIDIARY:

Company has only one Subsidiary Company I&PCL
Vacuum Castings limited. The summary information
on the balance sheet of the subsidiary company is
given in this annual report in Annexure -2 - AOC-1

8. DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors confirm that, In the preparation of the
annual accounts, the applicable accounting
standards have been followed along with proper
explanation relating to material departures;

The directors have 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 ended
31^st March 2025 and of the profit of the Company for
that period;

The directors have taken proper and sufficient care
for the maintenance of adequate accounting record
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; The directors have prepared
the annual accounts on a going concern basis; The
Board has laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and are
operating effectively; and the directors have devised
proper systems to ensure compliance with the
provisions of all applicable laws and that such
systems are adequate and operating effectively.

9. DEPOSIT :

The Company has not accepted deposits from the
public falling within the ambit of Section 73 of the
Companies Act, 2013. The Company does not have
any unclaimed deposits as of date. Pursuant to the
Ministry of Corporate Affairs (MCA) notification
amending the Companies (Acceptance of Deposits)
Rules, 2014, the Company has filed with the
Registrar of Companies (ROC) the requisite returns
for outstanding receipt of money/loan by the
Company, which is not considered as deposits.

10. DETAILS OF DIRECTORS OR KMP WHO WERE
APPOINTED OR HAVE RESIGNED/RETIR
DURING THE YEAR.

There is no change in Director or KMP during the
year under review.

EVENTS OCCURRING AFTER BALANCE SHEET DATE -
CHANGE IN DIRECTORS/KMP:

Akshy Shah was appointed as Non Executive
Independent Director on Board of the Company
w.e.f from 22nd May, 2025 and regularized at Extra
ordinary General Meeting held on 13th June, 2025
during the year.

The Details of appointment/re-appointment of the
Director:

Mrs. Vishakha P. Tamboli (DIN 06600319) retires by
rotation, as required by the Companies Act, and she
being eligible offers herself for her re-appointment.

Necessary resolutions relating to Directors who are
seeking appointment/reappointment are included
in the Notice of Annual General Meeting. The
relevant details of the said Directors are given in the
Notes/Annexure to the Notice of the Annual General

11. BOARD COMMITTEE & DETAILS OF BOARD
MEETING HELD DURING THE YEAR:

The Company has constituted the following
Committees of the Board of Directors:

• Audit Committee;

• Stakeholders Relationship Committee;

• Corporate Social Responsibility Committee;

• Nomination and Remuneration Committee;

• Internal Complaint Committee

The Corporate Governance Report in Annexure - A
contains the details of the composition of each of the
above Committees, their respective role and
responsibilities and details of Board Meeting held
during the financial year 2024-2025.

12. PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEES, DIRECTORS AND CHAIRMAN:

The Nomination & Remuneration Committee and
the Board have laid down the manner in which
formal annual evaluation of the performance of the
Board, committees, individual directors and the
Chairman has to be made. All Directors responded
through a structured questionnaire giving feedback
about the Performance of the Board, its Committees
Individual directors and the Chairman.

The Board Performance Evaluation inputs, including
areas of improvement, for the Directors, Board
processes and related issues for enhanced Board
effectiveness were discussed in the meeting of the
Independent Directors held on 29th May, 2024 and
in the subsequent meeting of Nomination and
Remuneration Committee and the Board. Most of
the suggestions from the Board Evaluation exercise
of FY 2024-25 have been suitably implemented such
as considering qualitative criteria for performance
evaluation exercise.

13. POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION AND OTHER DETAILS &
PARTICULARS OF EMPLOYEESA REMUNERATION.

The Company's policy on Directors' Appointment
and Remuneration and other matters provided in
Section 178(3) of the Act has been stated in the
Corporate Governance Report, which forms part of
the Board's Report.

The statement of particulars of employees pursuant

to Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
forms part of this Annual Report. However, pursuant
to provison to Section 136 (1) of the Companies
Act, 2013, the report and accounts are being sent to
members excluding this statement of particulars
of employees. This statement is available for
inspection by the Members at registered office of
the Company during business hours on working days
up to the date of the ensuing Annual General
Meeting. Further, any member interested in
obtaining a copy of this statement, may write to
Company Secretary at investor1@ipcl.in

14. ADEQUACY OF INTERNAL FINANCIAL CONTROL:

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) (e) of the Companies
Act, 2013. For the year ended 31st March 2025, 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.

15. HUMAN RESOURCES :

The year under review saw, progress in people
practices, as the Company continued on its journey
of excellence in people management policies and
processes, as your company considers its employees
as most valuable assets of the company, and it is
known that, without good employees, even the best
of companies, ideas and growth will fail, hence for
continues development of the same, company on
frequent intervals organizes various training
program for learning latest developments and skills.
Improving employees efficiency and performance
has always been top priority for the company, as its
the "human assets" are the prime facie assets of the
company, results of which adds to the valuable
goodwill of the company ,as your company is made
up of, all skilled and professionally devoted
employees, who work hard always for the company.
The Company also aims to align human resource
practices with its business goals. The performance
management system enables a holistic approach to
the issue of managing performance and does not
limit to only an appraisal.

16. AUDITORS & AUDITS

1) Statutory Auditors:

On recommendation made by Audit Committee,
Board Members has accorded their approval to re¬
appoint Park & Co., Chartered Accountant,
(Bhavnagar) (FRN:116825W) for another
consecutive term of five years at their meeting held
on 28th May, 2022 and further Approval of members
for Re-appointment of Park & Company, Chartered
Accountant, (Bhavnagar), as statutory auditor of
the Company for second consecutive term of 5 years
is been sought at 47th AGM of the Company.

There are no qualifications, reservations or adverse
remarks or disclaimers made by Park & Company,
Chartered Accountant, (Bhavnagar) statutory
auditors of the company.

2) Secretarial Auditors:

The Board of Directors of the Company have
appointed Mr. Devesh Mehta of M/s Devesh Mehta
& Associates Practicing Company Secretaries,
Bhavnagar, to conduct the Secretarial Audit for
F.Y. 2025-26 and board has also approved the
secretarial Audit report for F.Y. 2024-25 his Report on
Company's Secretarial Audit Report is appended to
this Report as Annexure -1.

The Secretarial Audit Report for the financial year
ended March 31, 2025 contains observation as given
in the Secretarial Audit Report, provided as
Annexure -1 to this report. The observations made in
the report are self explanatory and company has
done necessary filing in regard to the observations
mentioned and same has been approved by board.

3) Cost Auditors:

The Board of Directors of the Company, on
recommendation of Audit Committee, appointed
M/s. Sanjay Borad & Associates. (FRN 102408) as
Cost Auditors of the Company for the financial year
2025-26 at a fee of 70,000 (Rupees seventy
Thousand only) including out of pocket expenses
and plus applicable taxes subject to the ratification
of the said fees by the members at the ensuing
Annual General Meeting pursuant to Section 148 of
the Companies Act.

He had also conducted the cost audit for F.Y. 2024-25
report would be filed with the Central Government
within prescribed timelines for period.

17. AUDIT COMMITTEE

All details regarding Audit Committee of the
Company is in given in Annexure - A Corporate
Governance Report forming part of this report.

18. NOMINATION AND REMUNERATION POLICY OF
DIRECTORS :

Terms and Reference including Scope of Nomination
and Remuneration Committee and details of
Policy laid down by the Nomination and
Remuneration Committee for remuneration of
Directors, Key Managerial Persons (KMP) and other
employees and the criteria formulated by the
committee are mentioned in Annexure - A
Corporate Governance report as required under
Section 178 of Companies Act, 2013.

The information relating to remuneration of the
Directors as required under the provisions of
Section 197(12) of the Act is given in Annexure -5 to
this report.

19. RISKS MANAGEMENT :

The Management identifies the key risks for the
Company, develop and implement the risk
mitigation plan, reviews and monitors the risks and
corresponding mitigation plans on a regular basis
and prioritize the risks, if required depending upon
the effect on the business/reputation.

20. PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED:

The Company has disclosed the full particulars of the
loans given, investments made or guarantees given
or security provided as required under section 186
of the Companies Act, 2013, Regulation 34(3) and
Schedule V of the SEBI LODR Regulations in Note
forming part of the financial statement.

21. RELATED PARTY TRANSACTIONS :

All the contracts or arrangements or transactions
were at arm's length basis. The transactions with
related parties, as per the requirements of
Accounting Standard 18 are disclosed in the notes to
accounts annexed to the financial statements.
Information on transactions with related parties
pursuant to Section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2013
AOC - 2 is N.A. All related party transactions or any
omnibus approval as permitted under the law as
required are placed before the Audit Committee and

Board of Directors of the Company for review and
approval. The transactions with related parties, as
per requirements of Indian Accounting Standard
(Ind - AS) 24 are disclosed in the notes to accounts
annexed to the Financial Statements. Your
Company's duly approved Policy on Related Party
Transactions is available on the Company's website
at the following link:www.ipcl.in

22. CORPORATE SOCIAL RESPONSILIBITY POLICY :

In pursuant to the provisions of section 135 and
schedule VII of the Companies Act, 2013, CSR
Committee of the Board of Directors was formed to
recommend (a) the policy on Corporate Social
Responsibility (CSR) and (b) implementation of the
CSR Projects or Programs to be undertaken by the
Company as per CSR Policy for consideration and
approval by the Board of Directors. All details related
to CSR are provided in Annual CSR Report forming
part of this report.

23. SEXUAL HARASSMENT POLICY :

The Company has in place a Zero tolerance Anti¬
Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The company has also formed
Internal Complaint Committee. There were no case
reported during the period, neither there is any case
pending.

24. VIGIL MECHANISM/WHISTLEBLOWER POLI :

The Company has established a Vigil Mechanism and
Whistle Blower Policy for its Directors and
employees. The said Policy has been communicated
to the Directors and employees of the Company and
also posted on the website of the Company.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS :

During the year there were no orders passed by the
regulators which affected the going concern of the
Company's operation, present and future.

26. EXTRACT OF ANNUAL RETURN AS PER SECTION 92
(3) OF COMPANIES ACT 2013:

The details forming part of the extract of the Annual
Return in form MGT - 9 and MGT- 7 will be uploaded
under Investor Zone on website of the Company -
www.ipcl.in.

27. DECLARATION FROM INDEPENDENT DIRECTORS :

The Company has received necessary declaration
from each Independent Director of the Company
under section 149(7) of the Companies Act, 2013
that the Independent Director of the Company meet
with the criteria of their Independence laid down in
Section 149(6), and also under the Listing
Regulations.

The Independent Directors have complied with the
Code for Independent Directors prescribed in
Schedule IV to 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). In terms of Section 150 of the Act read with
Rule 6(4) of the Companies (Appointment &
Qualification of Directors) Rules, 2014, the
Independent Directors are required to undertake
online proficiency self-assessment test conducted
by the IICA within a period of one (1) year from the
date of inclusion of their names in the data bank. The
said online proficiency self-assessment test is
undertaken by the Independent Directors of the
Company, as applicable, within the prescribed
timelines.

28. MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN THE
END OF THE FINANCIAL YEAR AND BALANCE SHEET
DATE:

There are no material changes and commitments,
that would affect financial position of the Company
from the end of the financial year of the Company to
which the financial statements relate and the date of
the Board's report

29. CONSERVATION OF ENERGY, RESEARCH AND
DEVELOPMENT, TECHNOLOGY, UPGRADATION
/ABSORPTION, FOREIGN EARNINGS AND OUTGO &
THE CHANGE IN THE NATURE OF BUSINESS:

The Company's principle product is "Un machined
and Machined, Ferrous and Non-ferrous alloys
Investment Castings". The Government has not
classified the said category of product for giving
information relating to the Conservation of Energy,
Research and Development, Technology Up
gradation/Absorption, Foreign Earnings and Outgo.
Information as required to be given under Section
134(3)(m) read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is provided in Annexure -4
forming part of this Board Report.

30. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the requisite
standards, norms and regulations as issued and
notified from time to time by The Institute of
Companies Secretaries of India, and as prescribed by
the Central Government.

31. INSIDER TRADING REGULATIONS:

In terms of the provisions of the Securities and
Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, the Company has
formulated a "Code of Conduct for Prevention of
Insider Trading" and "Code of Practices and
Procedures for Fair Disclosure of Unpublished Price
Sensitive Information" for regulating, monitoring
and reporting of trading in shares of the Company
by the Promoters, Designated Persons, Key
Managerial Personnel, Directors, Employees,
Connected Persons and Insiders of the Company.
The said codes are in accordance with the said
Regulations and are also available on the website of
the Company.

32. CREDIT RATING :

For the Financial Year 2024-2025 under review, The
Company has obtained Annual Credit Rating from
CARE Rating Limited, pursuant to an Agreement
between CARE Limited and IPCL. CARE has rated the
Company as BBB- for long-term' and short-term'
fund base and non-fund base bank facilities.

33. LISTING WITH STOCK EXCHANGES :

The Company is listed on The Bombay Stock
Exchange Ltd. (BSE) since 1976. The company has
paid listing fees to BSE for 2025-2026.

34. CORPORATE GOVERNANCE :

The Company is committed to good corporate
governance practices. The Report on Corporate
Governance, as stipulated under Listing Regulations,
forms an integral part of this Annual Report and is
given as Annexure -A

35. SEGMENT REPORTING :

The company has, in accordance with the Indian
Accounting Standard (Ind AS) 108- Operating
Segments, Identified Investment Activity and Power
Generation Activities as its segments.

36. ACCOUNTING FOR TAXES ON INCOME :

Deferred Tax Liability of Rs. 66.74 Lacs has been
credited to the amount available for appropriation
for the current Financial Year 2024-2025.

37. MANAGEMENT DISCUSSION & ANALYSIS :

Management Discussion and Analysis Report for the
year under review, as required under Listing
Regulations, is enclosed, as part of this report.

38. QUALITY :

Your Company has a dedicated and efficient Quality
Assurance ("QA") team is monitoring product
quality. The team also looks after all the audit of
various Quality System related certificates and
adheres and implements the requirement of audit
conducted by the auditors of various certificate.

39. INSURANCE :

All the assets of the Company, viz. Buildings, plant
and machineries, Stocks, etc. are adequately insured
and the insurance is renewed from time to time as
per the due dates during the year.

40. FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS :

In compliance with the requirements of the Listing
Regulations, the Independent Directors have been
familiarized about the Company by the functional
heads of various departments of the Company which
includes detailed presentations on the vision and
mission of the Company, its operations, business
plans, technologies and also future outlook of the
entire industry.

41. DEPOSITORY SYSTEM :

As the members are aware, the Company's shares
are compulsorily tradable in electronic form. SEBI
LODR Regulations mandate that the transfer, except
transmission and transposition, of securities are to
be carried out in dematerialized form only with
effect from 1st April 2019. In view of the numerous
advantages offered by the Depository system as well
as to avoid frauds, members holding shares in
physical mode are advised to avail of the facility of
dematerialization from either of the depositories.
Accordingly, any investor desirous of transferring
shares (which are held in physical form) can transfer
only after their shares are dematerialized. Further in
adherence to SEBI's circular to enhance the due-
diligence for dematerialization of the physical
shares, the Company has provided the static
database of the shareholders holding shares in
physical form to the depositories to augment the
integrity of its existing systems and enable the
depositories to validate any dematerialization
request.

42. REPORTING OF FRAUD :

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.

43. GENERAL :

Your Directors state that no disclosure or reporting is
required in respect of the following items as
there were no transactions on these items during
the year under review:

• Details relating to deposits covered under Chapter V
of the Companies Act, 2013

• No significant or material orders were passed by the
Regulations or Courts or Tribunals which

impact the going concern status and Company's
operations in future

• Your Directors further state that during the year
under review, there were no cases filed pursuant to
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

44. ACKNOWLDGEMENT :

Your Directors wish to place on record their
appreciation of the contribution made by employees
at all levels to the continued growth and prosperity
of your Company. Your Directors also wish to place
on record their appreciation to the shareholders,
dealers, distributors, consumers, banks and other
financial institutions for their continued support.

Your Directors, take this opportunity, to all, for
placing immense faith and consistent trust, in your
company.

BY ORDER OF BOARD OF DIRECTORS
FOR INVESTMENT & PRECISION CASTINGS LIMITED

MR. PIYUSH TAMBOLI
Chairman & Managing Director
DIN : 00146033
Place : Bhavnagar
Date - 12^th August, 2025