Your Directors with immense pleasure present the 14th (Fourteenth) Annual Report of Pricol Limited (’’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.

FINANCIAL RESULTS

' Lakhs

DIVIDEND & RESERVES

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

AUTO INDUSTRY

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)

COMPANY'S PERFORMANCE
OPERATIONS

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

STANDALONE

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
' 29,218.44 Lakhs compared to ' 27,171.53 Lakhs during
the previous year. Profit before Tax has increased from
' 17,321.00 Lakhs to ' 19,708.05 Lakhs, due to increase in
sales volume and better control on costs.

CONSOLIDATED

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

SHARE CAPITAL

Authorised, Issued, Subscribed and Paid-up Capital

As on 31st March 2025,

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

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

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

SUBSIDIARY COMPANIES
Pricol Asia Pte Limited, Singapore

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 (' 49,532.92 Lakhs) as
against the previous year sales of USD 649.46 Lakhs
(' 53,743.09 Lakhs). The company made a profit of USD
13,73,100 (' 1,159.56 Lakhs) during the year 2024-25 as
against USD 14,99,287 (' 1,240.68 Lakhs) in 2023-24.

PT Pricol Surya Indonesia

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 (' 2,415.07 Lakhs)
as against the previous year sales of IDR 3,71,635 Lakhs
(' 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 (' 638.37 Lakhs) as against the profit
before tax of IDR 73,488 Lakhs (' 394.26 Lakhs) of previous
year.

Pricol Asia Exim DMCC, Dubai

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
a ss ociate companies .

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

Pricol Precision Products Private Limited, India

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 ' 120.15 Crores
towards equity share capital of the company and gave a
Corporate guarantee for ' 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 ' 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
' 13,925.57 Lakhs, which is from the business operations for
the months of February & March 2025. The Profit for year
was ' 124.79 lakhs.

OUTLOOK, OPPORTUNITIES, CHALLENGES, RISKS & CONCERNS
Global Economy Outlook:

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.

Indian Economy Outlook:

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 '12 lakh per
annum. Additionally, there will be increased investments
in infrastructure, logistics, and innovation. A fund of
' 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.

Indian Automotive Sector:

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 ' 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 ('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 ' 25,938 crore Production-
Linked Incentive (PLI) scheme and ' 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.

Indian Auto Ancillary Sector :

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 8¬
10% 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.

Growth Drivers :

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 ' 2,819 crore
for FY 2026, as per the Union Budget. This allocation is
part of a larger ' 25,938 crore scheme aimed at
boosting domestic manufacturing of advanced
automotive technologies.

7) The PM E-Drive Scheme (2024) allocates ' 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.

Risks :

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 pass¬
through 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

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.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

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.

CODE OF CONDUCT

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

FINANCE

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.

CREDIT RATING

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

RELATED PARTY TRANSACTIONS

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

DIRECTORS
Independent Director

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:

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 re¬
appointment 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.

EXECUTIVE DIRECTOR / NON INDEPENDENT DIRECTOR

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.

EVALUATION BY THE BOARD, COMMITTEE & INDEPENDENT
DIRECTOR

In accordance with applicable provisions of the
Companies Act, 2013 (‘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.

KEY MANAGERIAL PERSONNEL

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.

STATUTORY AUDITORS

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.

COST AUDITOR

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 ' 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.

SECRETARIAL AUDITOR

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.

SECRETARIAL AUDITOR REPORT

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.

SECRETARIAL STANDARDS

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.

INTERNAL AUDITORS

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.

CSR INITIATIVES

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".

DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL
RELATIONS

With a commitment to continuous talent enhancement,
the Company prioritized strategic HR initiatives to
strengthen organizational capability and future¬
readiness. 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

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.

DISCLOSURES:

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 ' 1 each of Pricol Precision
Products Private Limited (formerly known as Pricol
Electronics Private Limited) from Pricol Asia Pte
Limited at a value of ' 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.

CORPORATE GOVERNANCE

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.

CAUTIONARY STATEMENT

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.

ACKNOWLEDGEMENT

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.

For and on behalf of the Board

Vanitha Mohan

Date : 15th May 2025 ^Chairman

Place : Coimbatore (DIN : 00002168)