Directors Report of Pricol Ltd.

Mar 31, 2025

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

The summarised financial results are:	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Net Sales & Services - Domestic - Export	2,32,066.43 13,731.79	2,04,950.54 14,224.80	2,46,768.91 15,322.29	2,05,921.83 14,895.06
Revenue from Operations	2,45,798.22	2,19,175.34	2,62,091.20	2,20,816.89
Other Operating Revenue	7,101.04	6,361.34	7,101.04	6,361.34
Other Income	1,338.61	1,047.35	1,663.80	1,315.83
Total Income	2,54,237.87	2,26,584.03	2,70,856.04	2,28,494.06
Profit from Operations before Finance Cost,	29,218.44	27,171.53	32,953.22	28,621.52
Depreciation and Amortisation Expense & Tax
Less : Finance Costs	1,135.21	1,820.71	1,316.50	1,825.00
: Depreciation and Amortisation Expense	8,375.18	8,029.82	8,975.24	8,206.06
Profit Before Tax	19,708.05	17,321.00	22,661.48	18,590.46
Less : Tax Expense
Current Tax	6,129.53	4,750.53	6,511.74	5,045.19
Deferred Tax	(659.75)	(451.07)	(545.94)	(425.48)
Earlier years (Net)	(7.31)	(69.95)	(7.31)	(90.40)
Profit for the year (A)	14,245.58	13,091.49	16,702.99	14,061.15
Other Comprehensive Income for the year before tax	345.03	(682.25)	457.69	(757.36)
Income tax relating to these items	(86.84)	171.71	(85.05)	167.17
Other Comprehensive Income for the year after tax (B)	258.19	(510.54)	372.64	(590.19)
Total Comprehensive Income for the year (C) = (A) (B)	14,503.77	12,580.95	17,075.63	13,470.96
Cash Profit	22,878.95	20,610.77	26,050.87	21,677.02
Earnings per share (EPS) Basic & Diluted (in '' )	11.69	10.74	13.70	11.54

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.

Segment	Vehicle Production*
	2024-25	2023-24	Growth %
2 Wheeler / 3 Wheeler	2,49,33,877	2,24,64,686	10.99%
Commercial Vehicle	10,32,645	10,67,504	-3.27%
Tractors	9,54,000	8,74,500	9.09%
4 Wheeler	50,61,164	49,01,844	3.25%
Total	3,19,81,686	2,93,08,534	9.12%

*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.

Credit Agency	Facility	Present Ratings	Previous Ratings
CRISIL	Long Term - INR 14,500 Lakhs	CRISIL A / Stable (Upgraded)	CRISIL A / Stable
India Ratings and Research	Fund-Based and Non Fund-Based Working Capital Limits - INR 8,000 Lakhs	IND A / Stable / IND A1 (Upgraded)	IND A / Stable / IND A1
	Long Term Loans - INR 2,772 Lakhs	Withdrawn	IND A / Stable
	Fund-based/ and non-fund based working capital limit - INR 2,500 Lakhs	IND A / Stable / IND A1 (Assigned)	Not applicable

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:

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

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

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

Name of Independent Director	Period of Appointment
Mr. Navin Paul	Upto 21st October 2025 (First term of 5 years)
Mr. S.K.Sundararaman	Upto 29 th May 2028 (Second term of 5 years)
Mr. Vijayraghunath	Upto 31st January 2029 (First term of 5 years)
Mr. K.Ilango	Upto 14th June 2029 (Second term of 5 years)
Mrs. T. M. Malavika	Upto 30th September 2029 (First term of 5 years)

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:

Name of Director	Period of Appointment
Mr. Vikram Mohan	Upto 31st March 2028
Mrs. Vanitha Mohan	Upto 31st March 2027
Mr. P.M.Ganesh	Upto 31st March 2027

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):

Key Financial Ratios	2024-25	2023-24	% Change	Explanations, if any
i) Debtors Turnover	7.66	8.06	(4.93)
ii) Inventory Turnover	8.66	7.85	10.30	Not Applicable
iii) Current Ratio	1.14	1.26	(9.67)
iv) Interest Coverage Ratio	25.74	14.92	72.52	Due to reduction in borrowings
v) Debt Equity Ratio	0.04	0.06	(31.51)
vi) Operating Profit Margin	8.97	8.97	—
vii) Net Profit Margin (%) or sector-specific equivalent ratios as applicable.	5.80	5.97	(2.97)	Not Applicable

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

Particulars	2024-25	2023-24	% Change	Explanations, if any
Return on Net Worth	0.16	0.18	(8.00)	Not Applicable

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)

---

Mar 31, 2024

The Directors with immense pleasure present the Thirteenth 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, 2024 and Auditor''s Report thereon.

FINANCIAL RESULTS				Rs. Lakhs
The summarised financial results are:	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Net Sales & Services - Domestic	2,04,950.54	1,73,440.69	2,05,921.83	1,74,774.02
- Export	14,224.80	13,751.12	14,895.06	15,509.10
Revenue from Operations	2,19,175.34	1,87,191.81	2,20,816.89	1,90,283.12
Other Operating Revenue	6,361.34	5,572.95	6,361.34	5,572.95
Other Income	1,047.35	402.36	1,315.83	458.53
Total Income	2,26,584.03	1,93,167.12	2,28,494.06	1,96,314.60
Profit from Operations before Finance Cost, Depreciation and Amortisation Expense, Exceptional Items & Tax	27,171.53	21,593.24	28,621.52	23,306.03
Less : Finance Costs	1,820.71	1,827.36	1,825.00	1,828.25
: Depreciation and Amortisation Expenses	8,029.82	7,615.88	8,206.06	7,790.78
Profit / (Loss) before Exceptional Items & Tax	17,321.00	12,150.00	18,590.46	13,687.00
Add : Exceptional Item	—	975.00	—	975.00
Profit / (Loss) Before Tax	17,321.00	13,125.00	18,590.46	14,662.00
Less : Tax Expense Current Tax	4,750.53	3,313.86	5,045.19	3,620.32
Deferred Tax	(451.07)	(1,446.75)	(425.48)	(1,426.85)
Earlier years (Net)	(69.95)	—	(90.40)	—
Profit / (Loss) for the year (A)	13,091.49	11,257.89	14,061.15	12,468.53
Other Comprehensive Income for the year before tax	(682.25)	(310.57)	(757.36)	273.92
Income tax relating to these items	171.71	78.16	167.17	67.58
Other Comprehensive Income for the year after tax (B)	(510.54)	(232.41)	(590.19)	341.50
Total Comprehensive Income for the year (C) = (A) (B)	12,580.95	11,025.48	13,470.96	12,810.03
Cash Profit	20,610.77	18,641.36	21,677.02	20,600.81
Earnings per share (EPS) Basic & Diluted (in '' )	10.74	9.24	11.54	10.23

DIVIDEND & RESERVES

As the current year profit after setting off the losses of the previous years are inadequate to declare dividend, your Directors do not recommend any dividend and not transferred any amount to reserves for the year 2023-24.

AUTO INDUSTRY

During the year, the Auto Industry''s domestic sales grew by 12.5 % and exports by (5.5)%. The overall Auto Industry''s production grew by 9% as against 12.5% in the previous financial year.

Segment	Vehicle Production*
	2023-24	2022-23		Growth %
2 Wheeler / 3 Wheeler	2,24,66,469		2,03,17,602	10.58 %
Commercial Vehicle	10,66,429		10,35,626	2.97 %
Tractors	8,74,500		9,38,500	(6.82) %
4 Wheeler	49,01,844		45,87,116	6.86 %
Total	2,93,09,242		2,68,78,844	9.04 %
*As per Society of Indian Automobile Manufacturers (SIAM)

COMPANY ''S PERFORMANCE OPERATIONS

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

STANDALONE

The Company''s domestic sales was up by 18.17% and overall Company''s sales by 17.09% compared to the previous year. The profit from operations before Finance cost, Depreciation, Amortisation expenses, Exceptional items & Tax is '' 27,171.53 Lakhs compared to '' 21,593.24 Lakhs during the previous year. Profit before Exceptional items & Tax has increased from '' 12,150 Lakhs to '' 17,321 Lakhs, due to increase in sales volume and better control on costs.

CONSOLIDATED

The profit from operations before Finance cost, Depreciation, Amortisation expenses and Exceptional items & Tax has increased from '' 23,306.03 Lakhs to '' 28,621.52 Lakhs. The operational performance has improved due to increase in sales volume and better control on costs. Profit before Exceptional items & Tax is '' 18,590.46 Lakhs compared to '' 13,687.00 Lakhs.

Share CapitalAuthorised & Issued, Subscribed and Paid up Capital

As on 31st March 2024,

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 2023-24.

SUBSIDIARY COMPANIESPricol 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 2023-24, Pricol Asia Pte Limited achieved sales of USD 649.46 Lakhs ('' 53,743.09 Lakhs) as against the previous year sales of USD 545.20 Lakhs ('' 43,01 7.70 Lakhs). The Company made a profit of USD 14,99,287 (''1,240.68 Lakhs) during the year 2023-24 as against USD 10,38,306 ('' 819.26 Lakhs) in 2022-23.

PT Pricol Surya Indonesia

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

In the financial year 2023-24, PT Pricol Surya Indonesia has achieved a sales of IDR 3,71,635 Lakhs ('' 1,993.82 Lakhs) as against the previous year sales of IDR 6,59,014 Lakhs ('' 3,545.50 Lakhs) a decrease of 43.61% in IDR & 43.76 % in INR terms. The Company had a profit before tax of IDR 73,488 Lakhs ('' 394.26 Lakhs) as against the profit before tax of IDR 1,33,413 Lakhs ('' 717.76 Lakhs) of previous year.

PT Sripri Wiring Systems, Indonesia

During the year, PT Sripri Wiring Systems, the wholly owned subsidiary of PT Pricol Surya Indonesia, was closed.

Pricol Asia Exim DMCC, Dubai

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

During the financial year 2023-24, the company achieved sales of USD 47,60,648 ('' 3,939.49 Lakhs) as against the previous year sales of USD 577 ('' 0.46 Lakhs). The Company made a profit of USD 75,699 ('' 62.64 Lakhs) during the year 2023-24 as against the loss of USD 31,185 ('' 24.61 Lakhs) during the previous year.

Pricol Electronics Private Limited, India

The company, a Wholly Owned Subsidiary of Pricol Asia Pte Limited, Singapore, was incorporated on 11th April 2023. The Company is yet to commence its business operations. During the year, the Company had a loss of '' 1.35 Lakhs (Previous year: Nil).

OUTLOOK, OPPORTUNITIES, CHALLENGES, RISKS &CONCERNS

Global Economy:

The global economy has proven to be remarkably resilient to the shocks of the last year. This resilience was mostly due to strong macroeconomic fundamentals in most of the advanced and emerging market economies and robust consumer and government spending. United States managed to sidestep recessionary pressures, while Europe exhibited economic resilience surpassing earlier projections. China faced formidable challenges in regaining its economic momentum.

Inflation remains above target in many countries however it continues to soften in all the major economies. Asia is more nuanced, because inflation did not rise as much as in the west, and it is coming down faster. As a result, interest rates have not risen as much. Global Inflation is expected to decrease faster than anticipated, reaching 5.8 percent in 2024 and 4.4 percent in 2025, led by easing supply-side issues and tighter monetary policies.

The recovery in global economic growth is facing challenges due to multiple crises, including high debt levels, energy crisis and geopolitical tensions. The Red Sea crisis has disrupted global trade routes, leading to increased transit times, shipping costs, insurance premiums, etc.

As per the International Monetary Fund (IMF) global economy is projected to grow at 3.1% and 3.2% for 2024 and 2025 respectively. This uptick in growth is attributed to the resilience of the United States and certain emerging markets, along with expected fiscal support in China. However, this growth remains below the historical average, primarily due to elevated central bank policy rates combating inflation, reduced fiscal support, and sluggish productivity growth.

Indian Economy:

Despite uncertainty from adverse geopolitical developments and expansionary fiscal measures taken

during the COVID-19 pandemic, the Indian economy has demonstrated resilience and maintained healthy macroeconomic fundamentals.

Strong domestic demand for consumption and investment, along with Government''s continued emphasis on capital expenditure has been the key economic driver in FY24. India has registered the highest growth among major advanced and emerging market economies and is likely to become the third-largest economy in 2027 in USD terms. It is also estimated that India''s contribution to global growth will rise by 200 basis points in the next 5 years.

The IMF forecasts India''s GDP to grow at 6.7% in 2024 and 6.5% in 2025, driven by robust domestic demand and government spending. Economic fundamentals are improving, with decreasing inflation, robust financial ecosystem, better fiscal management, and rising foreign reserves.

The massive tripling of the capital expenditure outlay in the past 4 years has resulted in a huge multiplier impact on economic growth and employment creation. Manufacturing sector growth is on the rise supported by government policies and initiatives, while the services sector is adopting new technologies for global competitiveness. Government and RBI''s timely interventions aided India''s quick recovery from recent global shocks. Reforms in taxation, banking, and ease of doing business, along with infrastructure investments will boost long-term economic growth potential.

The Indian Automotive Sector

The Indian automotive industry is poised for substantial growth, with projections indicating that it could reach a staggering $1 trillion valuation by 2035, making it the world''s fourth-largest automotive market. The industry has set an ambitious target to double its size to INR 15 Lakh Crore by the end of 2024. Within the domestic market, two-wheelers and passenger cars holds significant market share of 76% and 17.4% respectively. Additionally, the government in its Union Budget 2023 has also increased the budget allocation for FAME II.

The industry''s ambitious expansion plan also includes $400 billion-plus contribution from design, development, and other technological advancements, signalling India''s transformation into a prominent global automotive hub. However, achieving this milestone requires industry players to enhance their capabilities significantly, ensuring reliable and competitive manufacturing on a global scale. The domestic automobile companies are expected to make substantial investments in the coming years with an objective to establish a formidable global presence. This influx of private capital will be directed towards

developing new platforms, facilitating the evolution of these companies into integral components of global supply chains.

The Indian automotive industry also stood as a global powerhouse and has accomplished significant achievements across various segments. As India being the largest producer of tractors, 2nd largest manufacturer of buses and 3rd largest producer of heavy trucks worldwide, it demonstrated the country''s formidable position in the global heavy vehicles market. Moreover, the sector is categorised into two-wheelers, three-wheelers, passenger vehicles, and commercial vehicles, exhibited robust growth mainly driven by growth in passenger cars and two-wheeler vehicles. As the industry evolves, there''s a notable shift towards electric vehicles (EVs) to address emissions concerns, with substantial investments and initiatives aimed at fostering a vibrant EV ecosystem.

Furthermore, the industry''s growth trajectory is u n derscored by stra tegic in vestments a nd collaborations, both domestic and internationally. From Tata Motors'' acquisition of Renault Nissan''s infrastructure upgrades and Mahindra & Mahindra''s partnership with global investors for electric vehicle expansion, the sector has witnessed significant developments. The government''s supportive policies, coupled with initiatives like the Bharat NCAP and the Vehicle Scrappage Policy, further reinforce the industry''s commitment to sustainability and safety. As India chalks its plans towards becoming a global manufacturing and R&D hub, these initiatives are pivotal in making India to lead in the automotive sector leads in terms of innovation, sustainability, and economic growth.

The Indian Auto AnciNaries Sector

India''s economy has surged as the fastest-growing globally, driven by rising incomes, increased infrastructure investment, and incentives for manufacturing. This growth has particularly boosted the automobile and auto components sector, with two-wheelers benefiting the most due to the rising middle class. The country has become a focal point for original equipment and auto component manufacturers, positioning itself as a hub of expertise. The Automotive Mission Plan (2016-26) targets a 5-7% GDP contribution and aims to create 3.2 million direct jobs by 2026.

Furthermore, India''s auto component industry, ranging from large corporations to micro-enterprises, plays a pivotal role in exports and job creation, employing over 37 million people. The sector''s robust performance underscores India''s growing prowess in automotive manufacturing and its potential as a global player in the industry. Notably, key export destinations such as North

America, Europe, and Asia saw significant increase with North America alone accounting for 32% of total exports. This underscores the industry''s strong foothold in international markets and its ability to capitalize on global demand.

The auto component aftermarket segment in India continue to see notable growth in next few years and is expected to reach USD 32 billion by 2026 fuelled by strong international demand and resurgence in the local OEM and Aftermarket segments. The industry is positioned for further expansion and investment opportunities.

Government initiatives such as the Production Linked Incentive (PLI) scheme and the extension of schemes like FAME (Faster Adoption and Manufacture of Electric Vehicles) have been instrumental in driving growth and innovation in the automotive sector. With significant investments pouring in, particularly in the electric vehicle (EV) segment, India''s automotive industry is on track to achieve ambitious targets, including a projected turnover of USD 200 billion by FY26 and a substantial contribution of 5-7% to India''s GDP by 2026.

Growth Drivers:

1) India is projected to become the youngest nation by 2025 with average age of 25 years, indicating a vast young population to enter the workforce which will drive consumption, including the demand for vehicles.

2) The expected rise in vehicle penetration to 72 vehicles per 1000 people by 2025 also suggests a growing market for automobiles, fuelled by factors such as urbanization, infrastructure development, and rising disposable incomes.

3) India is gradually becoming an R&D hub as it accounts for 40% of the global engineering and R&D spend, with 8% dedicated to the automotive sector. This signify opportunities for innovation, technological advancements, and product development, driving industry growth.

4) The government''s initiative to promote self-reliance through a comprehensive economic package of INR 20 Lakh Crore aims to boost domestic manufacturing, including the automotive sector, fostering investment, job creation, and industry resilience.

5) Despite its current modest value, the EV market is expected to expand rapidly, reaching USD 7.09 billion by 2025, mainly driven by rising awareness of environmental issues and sustainable development goals.

6) Initiatives like the Production-Linked Incentive (PLI) Scheme provide financial incentives to boost domestic manufacturing and attract investments, fostering industry growth and competitiveness.

7) Adoption of digital sales channels, such as virtual showrooms, facilitates easier and more convenient vehicle purchases, catering to changing consumer preferences and enhancing market accessibility.

Risk:

1) The Covid-19 pandemic has exposed vulnerabilities in the automobile industry''s supply chain, leading to production delays and increased costs due to difficulties in sourcing critical components.

2) The extended period of semiconductor shortage has the potential to hamper growth for passenger vehicles in particular.

3) If the commodity prices continue to inch higher, the working capital requirement for the business would go up due to the higher cost of inventory.

4) Compliance with safety, emissions, and fuel efficiency regulations poses challenges for automobile manufacturers, particularly smaller companies with limited resources for research and development.

5) Limited development of electric vehicle infrastructure, including charging stations, presents a hurdle for the adoption of electric vehicles in India, potentially hindering market acceptance and sales.

6) High-interest rates and rising fuel costs may act as headwinds.

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.

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. During the year, Risk Management Committee periodically met to identify, monitor, evaluate and manage the risks of the Company. 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 standard operating procedures 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 & 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 assesses 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 findings. The significant audit findings are reviewed on a quarterly basis at the Audit Committee meetings. 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 raised by 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 2023-24.

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 Standards) Rules, 2015. Statutory Auditors review the quarterly financial results at the end of each quarter and audit the annual financial statements at the end of each financial year.

CODE OF CONDUCT1) 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 advises 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 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 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 31st March, 2024 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.
Credit Agency	Facility	Present Ratings	Previous Ratings
CRISIL	Long Term - '' 14,500 Lakhs	CRISIL A / Stable - Upgraded	CRISIL A - / Stable
India Ratings and Research	Fund-Based and Non Fund-Based Working Capital Limits- '' 8,000 Lakhs	IND A / Stable / IND A1 - Upgraded	IND A - / Stable / IND A2
	Long Term Loans - '' 2,772 Lakhs (reduced from '' 4,560 Lakhs)	IND A / Stable - Upgraded	IND A- / Stable

RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on Related Party Transactions, in line with the requirements of the Companies Act, 2013 ("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 the Audit Committee. None of the Contracts, Arrangements or transactions with related parties required approval of the Board / Shareholders under Section 188(1) of the Act or 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 2023-24.

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

DIRECTORSIndependent Director

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

Name of Independent Director	Period of Appointment
Mr. P. Shanmugasundaram	Upto 14th June 2024 (not opted for second term)
Mr. R.Vidhya Shankar	Upto 31st July 2024 (Second term of 5 years)
Mr. Navin Paul	Upto 21st October 2025 (First term of 5 years)
Mrs. Sriya Chari	Upto 26th May 2026 (Second term of 5 years)
Dr. S. K. Sundararaman	Upto 29th May 2028 (Second term of 5 years)
Mr. Vijayraghunath	Upto 31st January 2029 (First term of 5 years)
Mr. K. Ilango	Upto 14th June 2029 (Second term of 5 years)

Mr.R.Vidhya Shankar, Independent Director completes his second term of 5 years on 31st July 2024 and as per regulations he cannot continue as an Independent director. Board places its high appreciation & records his contribution in Board''s operations & Company''s performance. Board also appreciates the valuable guidance provided by Mr.R.Vidhya Shankar during his 19 years of service as Independent director.

Mr.P.Shanmugasundaram, Independent Director completes his first term of 5 years on 14th June 2024. He did not opt for reappointment for the second

term due to his health conditions. Board places its appreciation for the valuable contributions made by Mr.P.Shanmugasundaram, to the Board & the Company during his tenure as an Independent Director.

Shareholders, on 3rd April 2024, through postal ballot by way of special resolution, had approved the following:

a) Re-appointment of Mr.K.Ilango, as an Independent Director for the second term of 5 (five) consecutive years with effect from 15th June 2024 to 14th June 2029.

b) Appointment of Mr.Vijayraghunath, as an Independent Director for the first term of 5 (five) consecutive years commencing from 1st February 2024 to 31st January 2029.

c) Re-appointment & remuneration to Mrs.Vanitha Mohan, Chairman, for a period of three years commencing from 1st April 2024 to 31st March 2027.

d) Re-appointment & remuneration to Mr. P.M.Ganesh, Chief Executive Officer & Executive Director, for a period of three years commencing from 1st April 2024 to 31st March 2027.

In the opinion of the Board, the Independent Directors appointed / re-appointed during the year 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 Directors / Non Independent Directors as mentioned below:

Name of Director		Period of Appointment
Mr.	Vikram Mohan	Upto 31st March 2025
Mrs.	Vanitha Mohan	Upto 31st March 2027
Mr.	P.M. Ganesh	Upto 31st March 2027

The Board of Directors, at their meeting held on 15th May 2024 re-appointed Mr.Vikram Mohan as Managing Director for a period of three years with effect from 1st April 2025 to 31st March 2028 and fixed the remuneration payable to him as set out in the AGM notice, subject to the approval of the shareholders. The Board recommends the re-appointment & remuneration payable to him.

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

EVALUATION BY THE BOARD, COMMITTEE & INDEPENDENT DIRECTORS

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, Independent Directors and Individual Directors adhered to their applicable criteria.

On 25th January 2024, 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 satisfied with their performance.

The Nomination and Remuneration at its meeting held on 22nd January 2024 evaluated the performance of the individual directors and the Board as a whole and satisfied with their performance.

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, the Key Managerial Personnel of the Company as stipulated under Companies Act, 2013 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), were reappointed as Statutory Auditors of the Company, at the AGM held on 9th August, 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 2023-24. 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 2024, 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 2024-25, at a remuneration of '' 3.00 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 has appointed M/s.P.Eswaramoorthy and Company, (FCS No.: 6510, CP No.: 7069) Practicing Company Secretaries to conduct Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report for the financial year 20232024, 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.

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 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 proactive approach to employee development, we invest significantly in training programs aimed at upskilling our workforce, ensuring they remain adept in cutting-edge technologies and industry trends. Through strategic initiatives, the Company has achieved zero loss of hours due to industrial relations issues, fostering a harmonious work environment conducive to productivity and innovation. Our commitment to continuous improvement is evident through our implementation of productivity engagement methodologies like Kaizen and Poka Yoke, empowering employees to identify and rectify inefficiencies while enhancing overall operational excellence. The number of people deployed as of 31st March 2024 is 6,107.

Employee Engagement

Employee engagement thrives on a multitude of enhancement endeavours, ranging from health camps, marathons, and outbound training to productivity initiatives like ‘Weekly Kaizen Drives'' and awards acknowledging contributions to Kaizen and QCC. Our recreational clubs offer employees the chance to enhance their hobbies and interests while fostering social bonds and maintaining a healthy work-life balance. From trekking through scenic trails to engaging in various sports, our recreational clubs promote a dynamic organizational culture that prioritizes employee welfare

and collective advancement. A total of 1,604 training programs and 367 engagement activities were conducted across the plants during the financial year 2023-24.

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.64 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.65 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 the 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 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/2024/ 06/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. Details 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.63 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.

Not Applicable

15. Business Responsibility and Sustainability Reporting

Business Responsibility and Sustainability Reporting as required pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI / HO/CFD/CFD-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:

(i) Pricol Electronics Private Limited, a wholly owned subsidiary of Pricol Asia Pte Limited, was incorporated on 11th April 2023.

(ii) PT Sripri Wiring Systems, a wholly owned subsidiary of PT Pricol Surya Indonesia, was closed.

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 2023-24 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):
Key Financial Ratios	2023-24	2022-23	% Change	Explanations, if any
i) Debtors Turnover	8.06	7.51	7.42	Not Applicable
ii) Inventory Turnover	7.85	7.39	6.23
iii) Current Ratio	1.26	1.14	10.38
iv) Interest Coverage Ratio	14.92	11.82	26.23	Reduction in term loans
v) Debt Equity Ratio	0.06	0.13	(55.91)
vi) Operating Profit Margin	8.97	7.78	15.29	Not Applicable
vii) Net Profit Margin (%) or sector-specific equivalent ratios, as applicable.	5.97	6.01	(0.68)
22. Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof.
Particulars	2023-24	2022-23	% Change	Explanations, if any
Return on Net Worth	0.18	0.18	—	Not Applicable

23. Your company is in receipt of Show Cause Notice from the GST Authorities as to the classification of Instrument Clusters. While we are classifying the Instrument Clusters under Chapter 90 attracting a GST rate of @ 18%, the GST Authorities seek to classify the same under Chapter Heading 8708 which attracts GST @ 28%. As per the legal opinion obtained in this regard, the classification proposed by the GST Department is incorrect. We have filed a Writ Petition before the Honourable Madras High Court

challenging the Show Cause Notice. The Honourable Court has granted interim stay, restraining the Department from passing any order pursuant to the Show Cause Notice.

We understand that similar enquiries have been initiated on various other suppliers of Instrument Clusters as well thus making it an industry-wide issue. We emphasize that this challenge is not isolated to our Company but is a pervasive issue affecting

multiple industry participants. In connection with the same, various representations have been made to the Governmental Authorities by the Company even before the Show Cause Notice was issued. Also, other auto component manufacturers and industry association have made representations as well.

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

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

26. During the year, the Company''s security(s) are not suspended from trading.

27. 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 2023-24.

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.

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Mar 31, 2022

Your Directors have pleasure in presenting the Eleventh Annual Report and audited financial statements for the financial year ended 31st March, 2022.

FINANCIAL RESULTS					'' Lakhs
The summarised financial results are:		Standalone		Consolidated
		2021-22	2020-21	2021-22	2020-21
Net Sales & Services
- Domestic		1,31,349.05	1,24,499.87	1,35,736.09	1,26,593.45
- Export		11,796.21	9,115.46	14,270.79	9,300.74
Total Sales & Services		1,43,145.26	1,33,615.33	1,50,006.88	1,35,894.19
Other Operating Revenue		4,462.41	5,417.15	4,462.41	5,417.15
Other Income		729.23	748.68	882.06	783.96
Total Revenue		1,48,336.90	1,39,781.16	1,55,351.35	1,42,095.30
Profit from Operations before Finance Cost,
Depreciation and Amortisation Expense,
Exceptional items & Tax		17,418.11	17,799.58	18,940.07	18,575.60
Less : Finance Costs		2,651.64	4,052.86	2,728.23	4,307.05
: Depreciation and Amortisation Expenses		7,890.71	9,095.04	8,183.90	9,419.03
Profit / (Loss) before Exceptional items & Tax		6,875.76	4,651.68	8,027.94	4,849.52
Less: Exceptional items (Net)		—	—	—	—
Profit / (Loss) Before Tax		6,875.76	4,651.68	8,027.94	4,849.52
Less: Tax Expense
Current Tax		2,950.00	3,307.28	3,090.33	3,463.32
Deferred Tax		(636.70)	538.73	(569.23)	446.95
Earlier years (Net)		—	(654.54)	1.47	(643.66)
Profit / (Loss) for the year from continuing
Operations	(A)	4,562.46	1,460.21	5,505.37	1,582.91
Discontinued Operations
Profit / (Loss) for the year from discontinued
operations (Net off tax expense)	(B)	—	—	—	2,566.85
Profit / (Loss) for the year	(C)= (A) (B)	4,562.46	1,460.21	5,505.37	4,149.76
Other Comprehensive Income for the year before tax		(89.57)	20.25	167.05	67.05
Income tax relating to these items		31.30	(7.08)	27.87	(7.61)
Other Comprehensive Income for the year after tax (D)		(58.27)	13.17	194.92	59.44
Total Comprehensive Income for the Year	(C) (D)	4,504.19	1,473.38	5,700.29	4,209.20

DIVIDEND & RESERVES

As the current year profit after setting off the losses of the previous years is inadequate to declare dividend, your Directors do not recommend any dividend and not transferred any amount to reserves for the year 2021-22.

AUTO INDUSTRY

During the year, the Auto Industry''s domestic sales grew by -6% and exports by 36%. The overall Auto Industry''s production grew by 1.2 % as against -14% in the previous financial year.

Segment		Vehicle Production*		Pricol Sale to OEM
	2021-22	2020-21	Growth %	Growth %
2 Wheeler / 3 Wheeler	1,84,77,005	1,89,68,390	(3) %	(0.11)%
Commercial Vehicle	8,05,527	6,24,939	29 %	35%
Tractors	8,30,500	8,99,000	(8) %	11%
4 Wheeler	36,50,698	30,62,280	19 %	45%
Total	2,37,63,730	2,35,54,609	1 %	5%
*As per Society of Indian Automobile Manufacturers (SIAM)

OPERATIONS

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

STANDALONE FINANCIALS

The Company''s domestic sales was up by 5.50 % and overall Company''s sales by 7.13 % compared to the previous year. The profit from operations before Finance cost, Depreciation, Amortisation expenses, Exceptional Items & Tax is '' 17,418.11 Lakhs compare to '' 1 7,799.58 Lakhs during the previous year. Profit before Exceptional Items & Tax has increased from '' 4,651.68 Lakhs to '' 6,875.76 Lakhs, due to increase in sales volume and better control on costs.

CONSOLIDATED FINANCIALS

The profit from operations before Finance cost, Depreciation, Amortisation expenses and Exceptional Items & Tax has increased from '' 18,575.60 Lakhs to '' 18,940.07 Lakhs. The operational performance has improved due to increase in sales volume and better control on costs. Profit before Exceptional Items & Tax from continuing operations is '' 8,027.94 Lakhs compared to '' 4,849.52 Lakhs.

AMALGAMATION

Amalgamation of Pricol Wiping Systems India Limited ("PWSIL"), a Wholly Owned Subsidiary company with its Holding Company, Pricol Limited with effect from 1st April 2021 ("Appointed Date") by way of Scheme of Amalgamation, application to National Company Law Tribunal (NCLT) was made. As per direction of NCLT, approval of unsecured creditors of PWSIL were obtained through a physical meeting. In line with NCLT''s direction, public notice and individual notices to mentioned

Statutory authorities were also issued. Expecting NCLT''s approval for the said merger by September 2022.

By this amalgamation the Wiping Business of PWSIL will be integrated with Pricol Limited. As part of the proposed amalgamation all assets and liabilities of PWSIL shall stand transferred and vested with Pricol Limited. In this amalgamation there is no cash consideration involved being, PWSIL is a Wholly-Owned Subsidiary of Pricol Limited and the entire share capital of the PWSIL is held by Pricol Limited. Therefore, upon the Scheme becoming effective, all shares held by the Pricol Limited in the share capital of the PWSIL as on the effective date shall stand cancelled.

SUBSIDIARY COMPANIESPricol 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 2021-22, the Company achieved sales of USD 376.94 Lakhs ('' 28,084.77 Lakhs) as against the previous year sales of USD 493.09 Lakhs ('' 36,671.53 Lakhs). The company made a profit of USD 7,04,769 ('' 525.11 Lakhs) during the year 2021-22 as against USD 10,78,270 ('' 801.92 Lakhs) in 2020-21.

Pricol Wiping Systems India Limited

The company supplying wiping systems and other allied components to OEMs.

During the financial year 2021-22, the company has achieved sales of '' 4,727.87 Lakhs as against sales of '' 1,759.75 Lakhs in 2020-21. The company had earned a profit of '' 1 72.59 Lakhs in 2021-22 as against loss of '' 289.85 Lakhs in 2020-21.

PT Pricol Surya Indonesia

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

In the financial year 2021-22, the company has achieved a sales of IDR 6,10,700 Lakhs ('' 3,154.26 Lakhs) as against the previous year sales of IDR 2,86,315 Lakhs ('' 1,382.90 Lakhs) an increase of 113 % in IDR & 128 % in INR terms.

The Company had a profit before tax of IDR 94,685 Lakhs ('' 489.05 Lakhs) as against the loss before tax of IDR 1,29,794 Lakhs ('' 626.91 Lakhs) of previous year.

PT Sripri Wiring Systems, Indonesia

The Company, a Wholly Owned Subsidiary Company of PT Pricol Surya Indonesia, during the financial year 2021-22, has achieved sales of IDR 23,579 Lakhs ('' 121.78 Lakhs) as against sales of IDR 23,509 Lakhs ('' 113.55 Lakhs) in 2020-21. The Company incurred loss of IDR 11,220 Lakhs ('' 57.95 Lakhs) in 2021-22 as against profit of IDR 14,847 Lakhs ('' 71.71 Lakhs) in 2020-21. Due to business reasons, the operations of the company have been currently suspended.

OUTLOOK, OPPORTUNITIES, CHALLENGES, RISKS & CONCERNSIndia

The automotive industry ended up with a degrowth of 6 % in FY 22 compared to FY 21.

All segments of the market were affected due to rise in vehicle and fuel cost. Also, the other reason for degrowth is due to global semiconductor shortage - due to wafer shortage affecting the Automotive Industry.

The outlook for FY 23 is expected to have a degrowth due to continued semiconductor shortages. In addition, there has been steep increase in commodity prices such as aluminium, copper, zinc, nickel and steel, along with rising freight costs thereby increasing the overall cost of the vehicle. Also, due to covid situation, China has been affected which will further hamper the supply chain situation of the various electronic parts imported for the Automotive Industry.

The War in Ukraine has further compounded the semiconductor crisis as certain key raw materials required for semiconductor production has its source of origin in Ukraine. Industry experts are predicting that FY 23 will continue to see major swings in supply chains and cost disruption due to the above reasons, which will have a direct impact on our company.

Pricol has won many new businesses across various segments including the next generation products like Connected Vehicle Solution and around 10 % of the revenue of FY 22 was contributed by new business. This helped our company to grow more than the market.

International

The Company''s export sales growth during FY 22 was 29 % compared to previous year. The reason for this growth was due to new business wins in the export market. Pricol expects this growth momentum to continue in FY 23 as well but subjected to restoration of normalcy in International supply chains and normalisation of freight movement.

RISK MANAGEMENT

Risk Management Policy for identifying and managing risk, at the strategic, operational and tactical level, has been adopted by the Company. Our risk management practices are designed to be responsive to the ever changing industry dynamics. At present the Company has not identified any element of risk which may threaten the existence of the Company.

The Company has constituted a Risk Management Committee in accordance with Regulation 21 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 for identifying, monitoring, evaluating and managing the risks.

The Risk Management policy has been placed on the website of the Company and the web link there to is http://www.pricol.com/Data/Policy/Risk-Management-Policy.pdf.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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.

The Company, through its own Corporate Internal Audit Department, carries out periodic audits at all locations and all functions and brings out any deviation to internal control procedures. The observations arising from audit are periodically reviewed and compliance is being ensured. The summary of the Internal Audit observations is submitted to 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 by Audit Committee.

FINANCE

During the year the Company has not accepted / renewed any deposit from public. The total deposits remained unpaid or unclaimed as at 31st March, 2022 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 from the rating agency - India Ratings and Research.

Credit Agency	Facility	Present Ratings	Previous Ratings
ICRA	Term Loan, Long Term - Fund Based & Long Term - Unallocated	BBB (Stable)	BBB (Stable)
	Short Term - Non Fund Based	A3	A3
India Ratings and Research	Fund-Based and Non Fund-Based Working Capital Limits- INR 8,000 Lakhs(reduced from INR 10,000 Lakhs)	IND BBB / Stable / IND A2	IND BBB / Stable / IND A3
	Long Term Loans - INR 15,530 Lakhs (reduced from INR 17,000 Lakhs)	IND BBB / Stable	IND BBB / Stable
	Proposed Fund-based and Non Fund -based working capital limits - INR 2,000 Lakhs	IND BBB /Stable/ IND A2	—

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. 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.

DIRECTORSIndependent 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:

Name of Independent Director	Period of Appointment
Dr. S.K.Sundararaman	Upto 29th May 2023
Mr. R.Vidhya Shankar	Upto 31st July 2024
Mr. P.Shanmugasundaram	Upto 14th June 2024
Mr. K.Ilango	Upto 14th June 2024
Mr. Navin Paul	Upto 21st October 2025
Mrs. Sriya Chari	Upto 26th May 2026

Dr. S.K.Sundararaman (DIN: 00002691 independent Director, whose term of office expires on 29th May 2023, has given

his consent for his re-appointment as Independent Director, for the second term of 5 (five) consecutive years commencing from 30th May 2023 to 29th May 2028. The Board recommends the re-appointment of Dr.

S.K.Sundararaman as an Independent Director of the company to hold office for the second term.

EXECUTIVE DIRECTOR / NON INDEPENDENT DIRECTOR

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

Name of Director	Period of Appointment
Mrs. Vanitha Mohan	Upto 31st March 2024
Mr. Vikram Mohan	Upto 31st March 2022
Mr. V.Balaji Chinnappan	Upto 31st March 2022

Mr. V.Balaji Chinnappan (DIN: 08014402) has resigned as Chief Operating Officer (Whole Time Director) from the Board of Directors of the company with effect from 8th November 2021, as he desired to become an entrepreneur. The Board of Directors place on record its special appreciation to Mr. V.Balaji Chinnappan, Chief Operating Officer, for his valuable contribution for the development of the company.

Mr. P.M.Ganesh, (DIN : 08571325) was appointed as an Additional Director of the Company by the Board of Directors at their meeting held on 8th November 2021 and whose term of office expires at this Annual General

Meeting (''AGM''). The Board recommends the appointment of Mr. P.M.Ganesh as a Director, liable to retire by rotation.

The Board of Directors, at the aforesaid meeting appointed Mr. P.M.Ganesh as Whole-Time Director with a designation "Chief Executive Officer & Executive Director", for a period with effect from 8th November 2021 to 31st March 2024 and fixed the remuneration payable to him as set out in the text of the resolution in the AGM notice, subject to the approval of the shareholders. The Board recommends the appointment & remuneration payable to him.

The Board of Directors, at their meeting held on 9th February 2022 re-appointed Mr. Vikram Mohan as Managing Director for a period of three years with effect from 1st April 2022 to 31st March 2025 and fixed the remuneration payable to him as set out in the text of the resolution in the AGM notice, subject to the approval of the shareholders. The Board recommends the re-appointment & remuneration payable to him.

Mrs. Vanitha Mohan, Chairman will attain the age of 70 years on 9th December 2022. As per the provisions of Section 196(3) of Companies Act, 2013 for continuation of her employment as a Whole Time Director on attaining the age of 70 years, Shareholders approval is required. The Board recommends for her continuation as Chairman (Whole Time Director), on the same terms of appointment and remuneration as approved by members at the 10th Annual General Meeting held on 19th August 2021.

Mr. Vikram Mohan, a Non- Independent Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends the re-appointment of Mr. Vikram Mohan.

EVALUATION BY THE BOARD

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, Independent Directors and Individual Directors adhered to their applicable criteria.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company as stipulated under Companies Act, 2013 are Mr. Vikram Mohan, Managing Director, Mr. P.Krishnamoorthy, 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 appointed as Statutory Auditors of the Company, for a term of 5 years, from the conclusion of 7th Annual General Meeting until the conclusion of the 12th Annual General Meeting of the Company to be held in the calendar year 2023.

Statutory Auditors, M/s. VKS Aiyer & Co., Chartered Accountants, have confirmed their eligibility for continuing as Statutory Auditors of the Company.

COST AUDITOR

The Board of Directors at their meeting held on 23rd May 2022 appointed Mr. G.Sivagurunathan, Cost Accountant, as the Cost Auditor for conducting the Cost Audit for the financial year 2022-23. A resolution seeking members'' ratification of the remuneration payable to Cost Auditor is included in the AGM notice. The Cost Audit Report will be filed within the stipulated period. The Company is maintaining the Cost Records as per Section 148(1) of the Companies Act, 2013.

SECRETARIAL AUDITOR

The Company appointed M/s. P.Eswaramoorthy and Company, Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year 2021-2022, as per regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as "Annexure A".

SECRETARIAL STANDARDS

The company had complied with the applicable Secretarial Standards.

CSR INITIATIVES

Pricol''s Corporate Social Responsibility (CSR) activities reflect its philosophy of enhancing value to the society and the environment around us. CSR activities are carried out through registered trust (ND Foundation) in addition to the CSR activities directly undertaken by the Company. The Annual Report on CSR activities is annexed herewith as ''Annexure B''.

DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS

Though the second wave of the COVID-19 pandemic had impacted our business during the beginning months of this financial year 2021-22, continuous awareness programs to the employees and constant discussions with the union office bearers and the line operators has resulted in the whole-hearted support of the employees for the survival. Periodical interactions with the Union leaders and the line operators, monthly goodwill meetings with the shopfloor operators, Employee Engagement initiatives, etc. have improved the industrial relations scenario and resulted in "zero'''' hours loss due to industrial relations issues. Operators are also actively participating in Kaizen initiatives and Quality Circle competitions. Our Operators have won prizes in National level QC Competition and are getting ready to participate in the international level competitions to be held at Jakarta, Indonesia. The number of people employed as on 31st March 2022 is 4,951.

Employee Engagement

Today employee engagement has become a leadership priority as they constantly seek for different methods to keep their workforce engaged. The management is finding itself being tested every day on its capabilities to keep its employee engaged while also implementing the policies defined. Accordingly, number of initiatives have been taken on front of employee engagement which help to keep motivated workforce. We trust that when employees are truly engaged, teams go from being good to being great. Challenges turn into opportunities; outcomes turn into achievements and people give it their all.

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 for the financial year ended 31st March 2022, the applicable accounting standards have been followed;

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 for the financial year ended 31st March 2022, 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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. 69 to the Standalone Financial Statements.

5. Disclosure as required under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Note. 70 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. 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.

8. 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".

9. Annual Return:

Annual Return in Form MGT-7 is available at the Company''s website www.pricol.com and the weblink:https://pricol.com/Data/annual-report/MGT-7- 2021-22- PRICOL.pdf

10. Particulars of Employees:

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

11. 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, in the format prescribed in the relevant accounting standards for annual results:

Details are given in Note. 21(f) & 68 to the Standalone Financial Statements.

12. 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.

13. 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:

Not Applicable

14. Business Responsibility Reporting:

Business Responsibility Reporting as required pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/10/2015 dated 4th November 2015, is annexed herewith as "Annexure T".

15. Details of Subsidiary Companies, Joint Venture and Associate Companies, and their financial position:

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”.

16. 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 transactions entered by the Company during the financial year 2021-22 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”.

17. 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.

18. List of all 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.

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

Key Financial Ratios	2021-22	2020-21	% Change	Explanations, if any
i) Debtors Turnover	7.07	7.60	(6.91)
ii) Inventory Turnover	6.10	6.52	(6.42)	Not Applicable
iii) Current Ratio	1.11	1.20	(7.60)
iv) Interest Coverage Ratio	6.57	4.39	49.66	Reduction in term loans
v) Debt Equity Ratio	0.22	0.44	(49.34)
vi) Operating Profit Margin	6.45	5.53	16.64	Not Applicable
vii)Net Profit Margin (%) or sector-specific equivalent ratios, as applicable.	3.19	1.09	191.65	Increase in sales and improved net profit

20. Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof:
Particulars	2021-22	2020-21	% Change	Explanations, if any
Return on Net Worth	0.08	0.03	172.60	Improvement in net profit

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

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

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 2021-22.

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

The Board takes this opportunity to place on record appreciation to Customers, Distributors, Dealers, Suppliers, Shareholders, Bankers and Government authorities for their continued support and co-operation during the year under review. The Directors also wish to place on record their appreciation to the employees at all levels for their continued co-operation and commitment.

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Mar 31, 2018

The Directors have pleasure in presenting the Seventh Annual Report and audited accounts for the financial year ended 31st March, 2018.

FINANCIAL RESULTS

The summarised financial results are:		Rs. Million
Net Sales & Services	2017-18	2016-17
- Domestic	10,956.418	11,315.551
- Export	810.726	840.961
Other Operating Revenue	579.355	501.968
Other Income	36.477	42.946
Total Revenue excluding Excise Duty & Sale of Land held as Stock-in-Trade
	12,382,976	12,701,426
Profit from Operations before Finance Cost, Depreciation and Amortisation Expense & Exceptional Items	1,049.990	1,356.261
Less : Finance Costs	113.939	78.414
: Depreciation	489.446	375.899
Profit from Operations before Amortisation Expense, Exceptional Items & Tax	446.605	901.948
Less : Amortisation Expense	226.207	284.074
Add : Sale of Investment in Subsidiary	_	5.337
Add : Sale of Land held as Stock-in-Trade	712.977	_
Less : Impairment of Land and Building	191.193
Profit Before Tax	742.182	623.211
Less : Tax Expense
Current Tax	201.562	137.000
Deferred Tax	166.954	156.473
MAT Credit	(161.070)	(137.000)
Profit for the year (A)	534.736	466.738
Other Comprehensive Income	24.565	(17.260)
Income tax relating to these items	(8.501)	5.973
Other Comprehensive Income
for the year after tax (B)	16.064	(11.287)
Total Comprehensive Income for the year (A) (B)
	550.800	455.451

First year of implementation of Indian Accounting Standards (Ind AS):

Financial year 2017-18 is the first year of implementation of the Indian Accounting Standards (Ind AS). The financial statements for the year ended 31st March, 2018 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and other relevant provisions of the Act. The financial statements for the year ended 31st March, 2017 have been restated in accordance with Ind AS for comparative information. Detailed information on the impact of the transition from previous GAAP to Ind AS is provided in the annexed financial statements.

DIVIDEND

Your Directors recommend a dividend of Rs. 1/- per share of Rs. 1/- face value for the year ended 31st March, 2018 and the total dividend payout is Rs. 114.283 Million including dividend distribution tax.

AUTO INDUSTRY

During the year, the Auto Industry domestic market grew by 14.22% and exports by 16.22%. The overall growth was 14.48% as against 5.09% in the previous financial year.

The performance as per Society of Indian Automobile Manufacturers (SIAM) is :

Category	Vehicles Sold			Growth
	2017-18		2016-17	2017-18 %
	In numbers
Passenger Car /
Utility Vehicle	3,841,121	3,622,236		6.04
Vans	194,131	184,073		5.46
Medium & Heavy
Commercial Vehicle	384,408	346,286		11.01
Light Commercial
Vehicle	568,912	476,067		19.50
Motor cycles /
Scooters / Mopeds	23,007,688	19,930,015		15.44
Three Wheelers	1,016,700	783,773		29.72
Total	29,012,960	25,342,450		14.48

OPERATIONS

In domestic market, Company primarily caters to are Two wheelers, Commercial Vehicles, Tractors and Off-road vehicles.

Overall company sales decreased by 3% when compared to the previous year. This was mainly due to phasing out of Speed Limiting Devices due to introduction BS IV engines.

The profit from operations before Amortisation expenses, Exceptional items & Tax decreased from Rs. 902 Million to Rs. 447 Million.

The profit before tax increased from Rs. 623 Million to Rs. 742 Million, which includes profit from sale of land held as Stock-in-Trade and after impairment of land & building.

For the ensuing year 2018-19, the Company’s business is expected to grow between 12% to 15%, mainly due to new business generated.

SUBSIDIARY COMPANIES

PT Pricol Surya Indonesia

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

In the financial year 2017-18 the company has achieved a sales of Indonesian Rupiah 84,170 Million (Rs. 404.437 Million) as against the previous year sales of Indonesian Rupiah 186,339 Million (Rs. 922.378 Million) a decrease of 54.83% in Indonesian Rupiah & 56.15% in INR terms.

The decrease in sales is mainly on account of phasing out of vehicle models for which the company is supplying. The Company had a profit before tax of Indonesian Rupiah 5,602 Million (Rs. 26.919 Million) as against the profit of Indonesian Rupiah 1,986 Million (Rs. 9.829 Million) of previous year.

During November 2017, the company acquired 100% shares of PT Sripri Wiring Systems, Indonesia, manufacturing of wiring harness and supplier to the company.

Pricol Asia Pte Limited, Singapore

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

In the financial year 2017-18, the Company achieved sales of USD 29.405 Million (Rs. 1,910.667 Million) as against the previous year sales of USD 22.877 Million (Rs. 1,500.798 Million). The company made a profit of USD 842,338 (Rs. 54.733 Million) during the year 2017-18 as against USD 762,345 (Rs. 50.011 Million) in 2016-17.

Pricol Espana Sociedad Limitada, Spain

It is an investment arm of Pricol to acquire companies in Europe and the Americas. In August 2017, the Company has acquired the Wiping Systems businesses in Czech Republic and Mexico from Ashok Piramal Group (Pricol Wiping Systems Czech s.r.o and Pricol Wiping Systems Mexico S.A. de C.V). During the financial year, the company has incurred a loss of EURO 1.128 Million (Rs. 84.513 Million), as against EURO 0.120 Million (Rs. 8.665 Million), in 2016-17.

Pricol do Brasil Componentes Automotivos LtdA, Brazil

Pricol do Brasil Componentes Automotivos Ltd A (PdB) manufactures and sells Pumps & Mechanical products to wide range of Domestic and International customers such as Volkswagen, Fiat, Fiat Powertrain, General Motors, Mack Trucks etc. PdB has a strong backward integrated facility with diverse manufacturing capabilities (Die Casting, Machining and Assembly) and extensive Testing and Validation facilities to provide end to end solution and add value to the Customer.

R&D capabilities are another strong area of PdB and several new programs are on the advanced stage of development, such as :- Electric Coolant Pump, Electric Vacuum Pump, Electric Coolant Valve, Variable Flow Oil Pump, Variable Flow Water Pump, Solenoid Valve and Electric Oil Pump.

The development of the new CSS Prime business is a major milestone for the Company as it is expected to generate annual revenues of BRL 45 Million (USD 15 Million). Forecast is to initiate ramp up of production from April 2019 onwards.

During the year, the Company has shifted its manufacturing facility from Diadema to Jarinu to reduce employee cost and operational cost. It has started production and supplies to the customer from the new plant from November 2017. During the restructuring, company negotiated with Employee union and retrenched 181 employees at Diadema and hired 125 employees from Jarinu.

In the financial year 2017-18, PdB has achieved a sales of BRL 63.150 Million (Rs. 1,278.146 Million) as against the previous year sales of BRL 62.940 Million (Rs. 1,233.804 Million). PdB incurred a loss of BRL 45.163 Million (Rs. 914.092 Million) during the year 2017-18 as against BRL 22.224 Million (Rs. 435.654 Million) in 2016-17. The loss during the year includes BRL 18.556 Million (Rs. 375.571 Million) towards employee settlement and BRL 1.516 Million (Rs. 30.683 Million) towards relocation expenses.

Acquisition - Wiping Systems business

Pricol completed the acquisition of the automotive business from Ashok Piramal Group consisting of the Wiping Systems business on 28th August 2017. With manufacturing facilities in Czech Republic, Mexico and India the business is into the manufacture of front and rear wiper motors and assembly of wiper linkages for the automotive segment.

The acquisition of the Wiping Systems business was carried out with an intention to develop a manufacturing footprint at Europe and Mexico, to make further inroads into the Fourwheeler business and expanding the product portfolio. With a strong focus on R & D and quality improvement, Pricol is confident of improving the profitability of the business.

As a part of the acquisition, Pricol Limited incorporated Pricol Wiping Systems India Limited as its wholly owned subsidiary. Pricol Espana Sociedad Limitada, Spain, wholly owned subsidiary of Pricol Limited acquired PMP PAL International s.r.o.,Czech and PMP Auto Mexico SA. de C.V., Mexico. PMP PAL International s.r.o. was acquired by Pricol Espana Sociedad Limitada through its wholly owned subsidiary, Pricol Wiping Systems Czech s.r.o. on August 28, 2017.

Pricol Wiping Systems Czech s.r.o.

With a track record of over 90 years in Czech Republic, PAL serves a wide range of customers including Volkswagen, Skoda, Seat, Fiat Chrysler Automobiles, John Deere, etc., predominantly across the European Union and globally.

With new business wins with customers, Volkswagen, Seat and Audi, PWS Czech recorded an y-o-y increase in Revenue from sale of finished products by 32.6% in FY 2017-18 vis-a-vis FY 2016-17. PAL was merged with PWS Czech with effect from 1st April 2018. During FY 2018-19, Start of Production for Audi’s new programme will add to the topline growth of the Company. PWS Czech is working on activities such as productivity improvements, 5S implementation, supplier rationalization strategies which are being taken to improve and sustain long-term profitability.

During the period from September 2017 to March 2018, PWS Czech has achieved a sales of CZK 673.975 Million (Rs. 1,965.709 Million) and registered loss before tax of CZK 16.612 Million (Rs. 48.451 Million).

Pricol Wiping Systems Mexico S.A. de C.V.

Pricol Wiping Systems Mexico S.A. de C.V. (PWS Mexico) formerly known as PMP Auto Mexico S.A. de C.V., and located at Puebla, Mexico commenced manufacturing operations in November 2016. PWS Mexico manufactures and supplies Wiping Systems to Volkswagen in Mexico.

With the gradual phase out of projects at Mexico, there has been a drop in Revenues at Mexico since October 2017.

Inline with expected synergies of the acquisition, the company has won a water pump program from VW Mexico’s EVO engine platform in collaboration with Pricol do Brasil’s R & D expertise.

The project will commence production by end of 2020 and will represent an additional business of Rs. 1,300 Million (USD 20 Million) per year. The estimated life of the project is 8 years.

During the period from September 2017 to March 2018, PWS Mexico had revenue of MXN 25.610 Million (Rs. 88.780 Million) and incurred loss of MXN 17.155 Million (Rs. 59.468 Million).

Pricol Wiping Systems India Limited

With effect from 28th August, 2017, Pricol Wiping Systems India Limited took over the wiping India business and integrated the same successfully and started direct billing to all the OEMs with effect from 1st March, 2018.

On successful integration of the business, Pricol Wiping Systems India Limited intends to establish itself as a major vendor for four wheeler segment in supply of Wiping systems to passenger and commercial vehicle segment in India.

During the period from September, 2017 to March, 2018, the company has achieved sales of Rs. 223.831 Million. The company incurred losses to the extent of Rs. 21.411 Million during the period as per the unaudited financials for the period ended 31st March, 2018.

The company has already secured additional orders from existing and new OEM customers in India, and is expected to be profitable from the FY 2018-19.

OUTLOOK, OPPORTUNITIES, CHALLENGES, RISKS & CONCERNS India

GDP growth estimates for FY 2018-19 are positive and International Monetary Fund predicts India to be amongst the fastest growing economy with growth rates over 7%. The Automotive Industry in India is expected to continue the growth momentum into FY 2018-19. According to SIAM, M & HCVs are expected to grow by 8-10% compared to FY 2017-18 and two-wheeler growth is expected to grow by 11-13%. With GST corrections in Tractors and Off-road vehicles, Government’s infra and rural push, and forecasted normal monsoons, growth in Tractors and Off-road Vehicles is expected to be between 15-20% during 2018-19.

Pricol envisages to outgrow the market through new revenue opportunities from existing product line up such as oil pumps, die-casting, switches and sensors. Pricol aims to achieve its revenue target for 2021 through key strategic partnerships and organic growth.

International

The global auto industry looks set for an interesting year in 2018, especially as improving global economic conditions brighten the mood. Challenges remain - specifically China’s car tax reboot, US domestic tax cuts and recent eyebrow-raising tariff initiatives, Europe’s flux and the relative health of key recoveries around the world (especially Russia and Brazil).

Brazil

After the recession that impacted Brazil’s economy in 2015 (GDP -3.5%) and 2016 (GDP -3.5%), finally the country has seen some relief with 2017 GDP growth of 1% to BRL 6.559 Trillion (USD 2 Trillion).

Forecast for 2018, GDP is expected to grow at 2.75%. The automotive sector has indeed helped on 2017 economic recovery. Vehicle production increased by 25% from 2.15 Million in 2016 to 2.70 Million vehicles in 2017, helped by exports which grew 46% and local sales by 9%. This ends a 3 consecutive year decline in production. Forecast for 2018 is an increase of 13%.

Pricol do Brasil anticipates to outgrow the market, as a result of efforts to increase the share of business with OEMs and increase in aftermarket business volumes.

Europe

For 2018, stable demand developments in Western and Central Europe are expected, while shipments to Eastern Europe and export markets are forecast to grow 8%. As a result, the 2018 production forecast is expected to be at 23 Million units, representing an increase of 2.6% compared with 2017. Output will grow in the Iberian Peninsula ( 9%), Central Europe ( 5%), and Russia ( 9%). From an OEM perspective, the highest performances are expected from Volkswagen, Ford, Volvo, and Jaguar Land Rover owing to the addition of new sport utility vehicle models to their portfolios.

Pricol Wiping Systems Czech expects revenue growth over and above the market growth, resulting mainly from start of new businesses, ramping up of volumes from businesses which had commenced in FY 2018, and a focus on increase in aftermarket volumes, amongst other initiatives.

RISK MANAGEMENT

Risk Management Policy for identifying and managing risk, at the strategic, operational and tactical level, has been adopted by the Company. Our risk management practices are designed to be responsive to the ever-changing Industry dynamics. At present the Company has not identified any element of risk which may threaten the existence of the Company.

The Risk Management policy has been placed on the website of the Company and the web link there to is http://www.pricol.com/Risk-Management-Policy.pdf.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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.

The Company, through its own Corporate Internal Audit Department, carries out periodic audits at all locations and all functions and brings out any deviation to internal control procedures. The observations arising from audit are periodically reviewed and compliance ensured. The summary of the Internal Audit observations is submitted to 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 cells are present for the Audit Committee meetings to answer queries from the Audit Committee.

FINANCE

During the year, the Company has not accepted / renewed any fixed deposit from public. The total deposits remained unpaid or unclaimed as at 31st March, 2018 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.

ICRA has reaffirmed / assigned the credit rating of “A-” for Long term fund based facilities and “A2 ” for short term fund based & non fund based facilities.

The particulars of Loans, Guarantees and Investments made by the Company under Section 186 of the Companies Act, 2013 are given in Note No. 2.64 & 2.65 to the Standalone Financial Statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. 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 at large.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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.

DIRECTORS

As per the provisions of Section 149 of the Companies Act, 2013, Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Company’s Directors retirement policy at the age of 70, the Members of the company appointed the independent directors as mentioned below:

Name of Independent Director	Period of Appointment
Mr. C.R.Swaminathan	Upto 28th February 2018
Mr. K.Murali Mohan	Upto 31st March 2018
Mr. Suresh Jagannathan	Upto 31st July 2019
Mr. R.Vidhya Shankar	Upto 31st July 2019
Mr. G.Soundararajan	Upto 31st July 2019
Mrs. Sriya Chari	Upto 26th May 2021

Mr.S.K.Sundararaman was appointed as an Additional Director (Independent) of the Company by the Board of Directors at its meeting held on 30th May 2018 and whose term of office expires at this Annual General Meeting (‘AGM’). The Board recommends the appointment of Mr.S.K.Sundararaman as an Independent Director of the Company to hold office for a term of 5 (five) consecutive years commencing from 30th May 2018 to 29th May 2023.

All Independent Directors have given declaration that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

In line with the Directors retirement policy, Mr.Vijay Mohan, aged 70 years, non-executive Chairman retired with effect from end of 11th November 2017. The Board wish to place a special appreciation to Mr.Vijay Mohan, Chairman for his leadership and valuable services rendered for nearly 45 years in the formation, growth and success of Pricol, since its inception.

During the year, in line with the Directors retirement policy, Mr.C.R.Swaminathan and Mr.K.Murali Mohan, Independent Directors retired from the Board of Directors of the Company with effect from the end of the day, 28th February 2018 and 31st March 2018 respectively. The Board wish to place its appreciation for the valuable services rendered by them during their tenure of office as Directors of the Company.

Mrs.Vanitha Mohan appointed as Chairman of the Company with effect from 14th November 2017. She retires by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.

EVALUATION BY THE BOARD

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, Independent Directors and Individual Directors adhered to their applicable criteria.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company as stipulated under Companies Act, 2013 are Mr.Vikram Mohan, Managing Director, Mr.J.Sridhar, Director Finance (CFO) & Mr.T.G.Thamizhanban, Company Secretary.

Mr.J.Sridhar, Director Finance (CFO) had been appointed as Key Managerial Personnel with effect from 30th May 2018, in place of Mr.S.Shrinivasan.

STATUTORY AUDITORS

M/s.Haribhakti & Co. LLP, Chartered Accountants, Coimbatore, (ICAI Registration No. 103523W/W100048), due to their internal restructuring, consequent to which they are unable to continue as Statutory Auditors of the company, resigned with effect from 15th June 2018. Board of Directors at their meeting held on 26th June 2018 appointed M/s.VKS Aiyer & Co, Chartered Accountants, Coimbatore (ICAI Registration No : FRN 000066S) as statutory auditors, in place of casual vacancy caused due to the resignation of M/s.Haribhakti & Co. LLP, from 26th June 2018 to the conclusion of this 7th Annual General Meeting, subject to the approval of shareholders.

M/s. VKS Aiyer & Co., Chartered Accountants are eligible for appointment and have confirmed that their appointment, if approved, will be in compliance with Section141 of the Companies Act, 2013.

Your Board recommends the appointment of M/s. VKS Aiyer & Co., Chartered Accountants, Coimbatore (ICAI Registration No : FRN 000066S) as statutory auditors for a term of 5 years, from the conclusion of 7th Annual General Meeting until the conclusion of the 12th Annual General Meeting of the Company to be held in the calendar year 2023.

COST AUDITOR

The Board of Directors at its meeting held on 30th May 2018 appointed Mr. G. Sivagurunathan, Cost Accountant, as the Cost Auditors for conducting the Cost Audit for the financial year 2018-19. A resolution seeking members’ ratification of the remuneration payable to Cost Auditor is included in the 7th AGM notice. The Cost Audit Report will be filed within the stipulated period.

SECRETARIAL AUDITOR

The Company had appointed M/s. P. Eswaramoorthy and Company, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit Report is annexed herewith as ‘‘Annexure A”.

SECRETARIAL STANDARDS

The company had complied with the applicable Secretarial Standards.

CSR INITIATIVES

Pricol’s Corporate Social Responsibility (CSR) activities reflect its philosophy of enhancing value to the society and the environment around us. The contribution in this regard has been made to the registered trust which is undertaking these schemes in addition to the CSR activities directly undertaken by the Company. The Annual Report on CSR activities for the financial year 2017-18 including CSR Policy is annexed herewith as “Annexure B”.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

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”.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No.MGT-9 is annexed herewith as “Annexure D”.

DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS

Monthly meeting with the Union Representatives is being conducted every month and periodic review on the redressal of the points raised in the meeting is also conducted. Monthly Goodwill Meeting with the Operators also conducted to redress the shop floor issues of the operators in their day-to-day working environment. Periodical interactions with the union office bearers and the line operators have improved the conducive Industrial Relations. During the year, the Company incurred Rs. 2 Million towards health and safety. The number of people employed as on 31st March 2018 is 5,121.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has not received any sexual harassment complaint during the year 2017-18.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed herewith as “Annexure E”.

DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of annual accounts for the financial year ended 31st March 2018, the applicable accounting standards have been followed;

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 for the financial year ended 31st March 2018, 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 were 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.

CORPORATE GOVERNANCE

Your company reaffirms its commitment to good corporate governance practices. The company complies with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 F”.

Managing Director 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 2017-18.

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 i ncidental factors.

ACKNOWLEDGEMENTS

The Board takes this opportunity to place on record appreciation to Customers, Distributors, Dealers, Suppliers, Shareholders, Bankers and Government authorities for their continued support and co-operation during the year under review. The Directors 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

Coimbatore Chairman

26th June, 2018 (DIN: 00002168)

---

Mar 31, 2017

The Directors have pleasure in presenting the Sixth Annual Report and audited accounts for the financial year ended 31st March, 2017.

FINANCIAL RESULTS

The summarized financial results are:		'' Million
Net Sales & Services	2016-17	2015-16
- Domestic	11,305.666	11,002.971
- Export	840.961	1,017.929
Other Operating Revenue	501.968	460.611
Other Income	35.671	99.306
Total Revenue	12,684.266	12,580.817
Profit from Operations before Finance Cost, Depreciation and Amortization Expense & Exceptional Items	1,362.583	1,235.792
Less : Finance Costs	78.270	97.671
: Depreciation	375.859	368.048
Profit from Operations before Amortization Expense, Exceptional Items &Tax	908.454	770.073
Less : Amortization Expense	284.074	60.169
Add : Exceptional Items	5.337	(17.662)
Profit Before Tax	629.717	692.242
Less : Tax Expense
Current Tax	137.000	166.840
Deferred Tax	172.000	(24.000)
MAT Credit	(137.000)	—
For earlier years	—	28.003
Profit After Tax	457.717	521.399

Note: For 2015-16, merged entity figures are given for comparative purposes.

DIVIDEND

Your Directors recommend a dividend of '' 1/- per share of '' 1/- face value for the year ended 31st March 2017 and the total dividend payout is '' 114.095 Million including dividend distribution tax.

AUTO INDUSTRY

During the year, the Auto Industry''s domestic market grew by 6.81% and exports decreased by 4.50%. The overall growth was 5.09% as against 3.49% in the previous financial year.

The performance as per Society of Indian Automobile Manufacturers (SIAM) is :

	Vehicles Sold		Growth
Category	2016-17 2015-16 In numbers		2016-17 %
Passenger Car / Utility Vehicle	3,621,487	3,263,044	10.99
Vans	184,070	179,217	2.71
Medium & Heavy Commercial Vehicle	346,248	337,594	2.56
Light Commercial Vehicle	476,255	451,234	5.55
Motor Cycles / Scooters / Mopeds	19,928,784	18,938,727	5.23
Three Wheelers	783,552	942,649	(16.88)
Total	25,340,396	24,112,465	5.09

OPERATIONS

The segments in the domestic market our Company primarily caters to are Two wheelers, Commercial Vehicles, Tractors and Off-road vehicles.

Consequent to market share reduction for some of our key domestic customers, our domestic sales grew marginally. Further due to reduction in our export sales, our overall revenue growth was only 0.82%.

The profit from operations before Amortization Expense, Exceptional Items & Tax increased from '' 770.073 Million to '' 908.454 Million increase of 17.97 %, due to several operational improvements, cost reduction measures and reduction in finance cost.

Due to amalgamation, the company purchased the assets of the erstwhile Pricol Limited (transferor company) at the respective fair values, which lead to higher depreciation & amortization expense for the year, resultant in decrease of Profit before tax to '' 629.717 Million from '' 692.242 Million.

For the ensuing year 2017-18, the Company''s business is expected to grow higher than the market, mainly due to new business generated.

SUBSIDIARY COMPANIES PT Pricol Surya Indonesia

The Company is supplying Instrument Clusters to the Two Wheeler manufacturers in Indonesia & Thailand.

In the financial year 2016-17, the company has achieved a Sales of Indonesian Rupiah 186,339 Million ('' 922.378 Million) as against the previous year sales of Indonesian Rupiah 172,406 Million ('' 848.236 Million) an increase of 8.08% in Indonesian Rupiah & 8.74% in INR terms. The difference in % is on account of exchange fluctuations.

The increase in sales is mainly on account of growth in the model that we are present in the Indonesian & Thailand markets. The cost control measures initiated by the Company has paid off well and resulted in turning around. The Company has achieved a Profit before Tax of Indonesian Rupiah 1,986 Million ('' 9.829 Million) as against the loss of Indonesian Rupiah 5,679 Million ('' 27.941 Million) of previous year.

Pricol Asia Pte Limited, Singapore

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

In the financial year 2016-17, the Company achieved sales of USD 22.877 Million ('' 1,500.798 Million) as against the previous year sales of USD 18.844 Million ('' 1,236.453 Million).

The company made a Profit after Tax of USD 762,345 ('' 50.011 Million) during the year 2016-17 as against USD 350,289 ('' 21.808 Million) in 2015-16.

Pricol Espana Sociedad Limited, Spain

It is an investment arm of Pricol to acquire companies in Europe and South America. During the financial year, the company has incurred a loss of EURO 0.120 Million ('' 8.665 Million).

Pricol do Brazil Components Automotives LtdA, Brazil

Pricol do Brazil Components Automotives LtdA (PdB) manufactures and sells Pumps & Mechanical products to wide range of Domestic and International customers such as Volkswagen, Fiat, Fiat Power train, General Motors, Mack Trucks etc. PdB has a strong backward integrated facility with diverse manufacturing capabilities (Die Casting,

Machining and Assembly) and extensive Testing and Validation facilities to provide end to end solution and add value to the Customer.

R & D capabilities are another strong area of PdB and several new programs are on the advanced stage of development, such as :- Electric Coolant Pump, Electric Vacuum Pump, Electric Coolant Valve, Variable Flow Oil Pump, Variable Flow Water Pump, Solenoid Valve and Electric Oil Pump.

The Brazilian economy that has started declining couple of years back continued through 2016-17. During the year 2016-17, the economy has reduced by 3.6% & the Automotive market ended up with 20.20% reduction. During the year, PdB has increased its market share with key customers and thereby contained the reduction to 8.86%. In the current year, PdB has worked on to reduce and contain the expenses, production & labour costs through organizational restructuring.

Latest economic indicators show a slow recovery in Brazil for 2017. The stabilization of Brazilian economy and solution of political matters will also help PdB reversing current financial results situation. The company was awarded with a contract to supply water pump to General Motor''s new engine - The CSS project - which will be put in place at the end of 2019 and will represent an additional business of BRL 70 Million ('' 1,450 Million) per year.

In the financial year 2016-17, PdB has achieved a sales of BRL 62.940 Million ('' 1,233.804 Million) as against the previous year sales of BRL 69.060 Million ('' 1,303.135 Million). PdB incurred a loss of BRL 22.224 Million ('' 435.654 Million) during the year 2016-17 as against BRL 24.362 Million ('' 459.682 Million) in 2015-16.

The Company is continuously working on improving the sales of both domestic and export.

AMALGAMATION

Amalgamation of Pricol Limited, listed entity (Pricol) with Pricol Pune Limited, wholly owned subsidiary of Pricol Limited, unlisted entity (Pricol Pune) pursuant to the Order dated 6th October 2016 of Hon''ble High Court, Madras, was made effective from 1st November 2016. Upon amalgamation, Pricol ceased to exist. Subsequent to the amalgamation the name of ''Pricol Pune Limited'' changed to ''Pricol Limited'' with effect from 18th November 2016.

By integrating the related auto component businesses of Pricol and Pricol Pune, the Company would be in a position to offer a wider portfolio of products and services to its customers. The amalgamation would provide a high level of synergistic integration of operations, better operational management and provide value addition to existing and future orders of both the companies by integrating the respective technical, financial and other expertise and resources.

As part of the Amalgamation, all assets (including intangible assets not recorded by Pricol) and liabilities of Pricol as on the Appointed Date (1st April 2015) stand transferred to and vested with Pricol Pune. By amalgamation of Pricol into Pricol Pune, the combined entity would be able to reflect the true net worth in the financial statements (as all assets, tangible and intangible, including those not recorded in the books of Pricol would be recorded in the books of Pricol Pune at their respective fair values). This would enable greater realization of potential of the businesses of both the companies and result in enhanced value creation for the Company, shareholders, lenders and employees.

SHARES & LISTING

As consideration of amalgamation, on 7th December 2016, Company issued 94,796,721 new shares of face value '' 1 each (in ratio of 1:1) to shareholders of erstwhile Pricol Limited as on record date (6th December 2016). New shares issued were not additional shares. The shares (ISIN : INE605A01026) of erstwhile Pricol were debited and new shares (ISIN : INE726V01018) were issued to the shareholders. Pursuant to amalgamation, equity shares of Pricol Pune held by Pricol were cancelled. The shareholding pattern of the company stands as a mirror image of erstwhile Pricol''s shareholding pattern.

On 9th December 2016, the said shares were credited to the demat account of shareholders holding shares in demat form and on 14th December 2016, physical share certificates were dispatched to the shareholders holding shares in physical form.

Company obtained necessary approvals from SEBI & Stock Exchanges (BSE & NSE) and the new shares were listed & started trading in stock exchanges from 10th February 2017.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. 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 at large.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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.

DIRECTORS

As per the provisions of Section 149 of the Companies Act,

2013, Regulation 25 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 and the Company''s Directors retirement policy at the age of 70, the Members of the erstwhile Pricol Limited, appointed the independent directors as mentioned below:

Name of Independent Director	Period of Appointment
Mr. C. R. Swaminathan	Up to 28th February 2018
Mr. K. Murali Mohan	Up to 31st March 2018
Mr. Suresh Jagannathan	Up to 31st July 2019
Mr. R. Vidhya Shankar	Up to 31st July 2019
Mr. G. Soundararajan	Up to 31st July 2019
Mrs. Sriya Chari	Up to 26th May 2021

All Independent Directors have given declarations that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

During the year Mr. S.A.Gopalakrishnan and Mr. N.Subramanian resigned from the Board with effect from 1st November 2016. The Board appreciated the valuable services rendered by them during their tenure of office as Directors of the Company.

Mr. Vikram Mohan, a Non- Independent Director retires by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.

EVALUATION BY THE BOARD

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, Independent Directors and Individual Directors adhered to their applicable criteria.

M/s. Haribhakti & Co. LLP are eligible for ratification of appointment and have confirmed that their appointment, if approved, will be in compliance with Section 141 of the Companies Act, 2013.

Your Board recommends the ratification of appointment of M/s. Haribhakti & Co. LLP, as Statutory Auditors of the Company, to hold office from the conclusion of this AGM to the conclusion of the next AGM.

COST AUDITORS

The Board of Directors at its meeting held on 30th May 2017 appointed M/s. STR & Associates, Cost Accountants, as the Cost Auditors for conducting the Cost Audit for the financial year 2017-18. A resolution seeking members'' ratification of the remuneration payable to Cost Auditor is included in the AGM notice dated 30th May 2017. The Cost Audit Report will be filed within the stipulated period.

SECRETARIAL AUDIT

The Company had appointed M/s. P. Eswaramoorthy and Company, Company Secretaries to undertake the Secretarial Audit of the Company for the financial year

2017-18. The Secretarial Audit Report is annexed herewith as “Annexure A”.

CSR INITIATIVES

Pricol''s Corporate Social Responsibility (CSR) activities reflect its philosophy of enhancing value to the society and the environment around us. The contribution in this regard has been made to the registered trust which is undertaking these schemes in addition to the CSR activities directly undertaken by the Company. The Annual Report on CSR activities is annexed herewith as “Annexure B”.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

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”.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT-9 is annexed herewith as “Annexure D”.

DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS

Management and Union Representatives meeting is being conducted every month and the issues raised in the meetings are redressed immediately. Operators'' Monthly Goodwill meeting is also being conducted every month and the shop floor issues for their day-to-day production are redressed immediately. Periodical review of the above issues are being carried out to ensure its completion. Periodical interactions with the union office bearers and the line operators have improved the conducive Industrial Relations. The number of people employed as on 31st March 2017 is 4,809.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has not received any sexual harassment complaint during the year 2016-17.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed herewith as “Annexure E”.

DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of annual accounts for the financial year ended 31st March 2017, the applicable accounting standards have been followed;

b) they had selected such accounting policies and applied them consistently and made judgments 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 for the financial year ended 31st March 2017, 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 were 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.

CORPORATE GOVERNANCE

Your company reaffirms its commitment to good corporate governance practices. The company complies with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 F”.

The Managing Director 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 2016-17.

ACKNOWLEDGEMENTS

The Board takes this opportunity to place on record its appreciation to Customers, Distributors, Dealers, Suppliers, Shareholders, Bankers and Government authorities for their continued support and co-operation during the year under review. The Directors 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 Vijay Mohan

Coimbatore Chairman

30th May, 2017 (DIN: 00001843)