Industrial & Prudential Investment Company Ltd Directors Report

FOR THE YEAR ENDED 31 ST MARCH, 2026

e Shareholders,

Industrial And Prudential Investment Company Limited CIN: L65990WB1913PLC218486

Registered Address: Paharpur House, 8/1/B Diamond Harbour Road Kolkata-700027

e Board of Directors has pleasure to submit the report and audited Financial Statements of the Company for the year ended 31 st March, 2026.

FINANCIAL RESULTS

(Rs. In Lakhs)

1. WORKING OF THE COMPANY

e Company is a Non-Banking Financial Company (NBFC) and primarily engaged in making investments in equity markets for long term value creation. Accordingly, the Rs.nancial performance of the Company is dependent on that of the stock market movements. e majority part of your Companys portfolio consists of investments in diversiRs.ed companies representing various sectors and balance is invested in Rs.xed income securities. e Company has consistently delivered returns exceeding the benchmark index.

As a key promoter of KSB Limited, which has delivered robust operational working and Rs.nancial performance in the previous year in line with its business plan. e Company is expected to do better in the future in line with the current CAPEX cycle growth. Other investments have also performed better during the year under review. e management believes that the Companys investments will continue to do well in future. e portfolio is being managed under the active advice of renowned Investment Banks specialised in investment advisory and changes are made from time to time to seize the long-term opportunities in the market.

2. SHARE CAPITAL

e paid up equity Share Capital of the Company as on 31 st March, 2026 stood at Rs. 1,67,58,400/- comprising of 16,75,840 equity shares of Rs. 10 each.

3. DIVIDEND

e Board of Directors is pleased to recommend a dividend of Rs. 120/- per share (Rs. 110 per share previous year) on 16,75,840 Equity shares, subject to the approval of Members at the ensuing Annual General Meeting. Dividend shall be paid aRs.er deduction of tax at sources at the rates prescribed under the Income Tax Act, 1961 and the rules made there under.

4. HOLDING COMPANY

Paharpur Cooling Towers Limited (PCTL) controls the composition of the Board of Directors of the Company. Consequently, the Company in terms of Section 2(87)(i) read with explanation (b), thereto of the Companies Act, 2013 (hereinaRs.er referred to as the Act), is a subsidiary of PCTL.

5. CONSOLIDATED FINANCIAL STATEMENTS (CFS)

e consolidated audited Rs.nancial statements for the Rs.nancial year under review forms part of the Annual Report. e said statements reRs.ects the Companys share in the operations of associate company, KSB Limited.

6. SUBSIDIARY AND ASSOCIATE COMPANY

e Company holds 21.55% of the equity share capital of KSB Limited; accordingly, it is an Associate Company in terms of section 2(6) of the Act. A statement containing the salient features of the Rs.nancial statements of Associate Company is annexed to the Rs.nancial statements in Form AOC-1.

7. DIRECTORS

e Company has the following directors as at 31 st March, 2026

ere was no change in the composition of the Board of Directors of the Company. Further, the Independent Directors were appointed for a term of Rs.ve years each.

As per regulation 17(1D) of LODR with eRs.ect from April 1, 2024, Mr. Varun Swarup and Ms. Devina Swarup, directors liable to retire by rotation are to be appointed once in every Rs.ve years by shareholders in a general meeting.

A. RETIREMENT BY ROTATION:

Mr. Varun Swarup (DIN: 02435858), a director retires by rotation at the ensuing Annual General Meeting. Mr. Varun Swarup being eligible, he oRs.ers himself for re-appointment.

B. CHANGES IN BOARD OF DIRECTORS:

ere has been no change in the composition in the Board of Directors as on 31 st March, 2026.

8. KEY MANAGERIAL PERSONNEL a. Mr. Gaurav Swarup, Chairman and Managing Director; b. Mr. Arun Kumar Singhania, Chief Financial ORs.cer; c. Ms. Shilpishree Choudhary, Company Secretary and Compliance ORs.cer

Mr. Gaurav Swarup, Mr. Arun Kumar Singhania and Ms. Shilpishree Choudhary are also KMPs of the Holding Company, Paharpur Cooling Towers Limited (PCTL) . erefore, their appointments are covered by Sec 203(3) of the Act.

In compliance with the Act and as per SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 [LODR] the following reports forms part of the Annual Report.

9. BOARD AND COMMITTEE MEETINGS

(i) NUMBER OF MEETINGS OF THE BOARD

During the Rs.nancial year under review, the Board of Directors met 5 times (Rs.ve) times, details of which are provided in the Corporate Governance Report. Number of Board Meetings held during the year under review:-

ere have not been any instances during the year when recommendations of Audit Committee were not accepted by the Board.

(ii) BOARD COMMITTEES

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Share transfer and Investment Committee

6. Independent Directors

e details of the composition, number and dates of meetings of the Board and Committees held during the Rs.nancial year 2025-26 are provided in the Report on Corporate Governance forming part of this Annual Report. e number of meetings attended by each Director during the Rs.nancial year 2025-26 is also provided in the Report on Corporate Governance. e Independent Directors of the Company held a separate meeting during the Rs.nancial year 2025-26, details of which are also provided in the Report on Corporate Governance.

10. DIRECTORS RESPONSIBILITY STATEMENT

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013 the Board of Directors, to the best of their knowledge and belief, conRs.rm that: – i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures; ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of aRs.airs of the Company as at the end of the Rs.nancial year and of the proRs.t of the Company for that period; iii) they have taken proper and suRs.cient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) they have prepared the annual accounts on a going concern basis; v) they have laid down internal Rs.nancial controls to be followed by the Company and that such internal Rs.nancial controls are adequate and are operating eRs.ectively; vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating eRs.ectively.

11. AUDIT COMMITTEE

Members of the Audit Committee: a. Mr. Probir Roy b. Mr. Ajay Gaggar c. Mr. Vishnu Kumar Tulsyan d. Ms. Devina Swarup

e Audit Committee discharges functions in accordance with the Act and LODR. Details of the said committee are set out in the Corporate Governance report.

12. A STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

Mr. Probir Roy, Mr. Vishnu Kumar Tulsyan and Mr. Ajay Gaggar, Independent Directors of the Company have furnished declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and of LODR. e Board of Directors has expressed its opinion on the Independence of the Independent Directors in the attached corporate governance report under the heading (viii) ConRs.rmations by Independent Directors and Boards opinion.

13. EVALUATION OF THE BOARD, ITS COMMITTEES AND MEMBERS

As required under the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of i. Boards performance ii. Committees of the Board iii. Chairperson of the Board and iv. Individual Directors.

e Nomination and Remuneration Committee has deRs.ned the evaluation criteria, procedure and time line for the Performance Evaluation process for the Board, its committees and individual Directors, including the Chairman of the Company. e above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India from time to time.

For evaluating the performance of the Board as a whole, feedback was sought from the Directors on various aspects of the Boards functioning such as degree of fulRs.lment of key responsibilities, Board structure and composition, constitution, delineation of responsibilities among various committees, eRs.ectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the management.

Similarly, feedback was sought from the Directors on the performance of the individual Directors covering various aspects such as attendance at and contribution to the Board/Committee Meetings and guidance/ support to the management outside Board/Committee Meetings. In addition, the chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active participation by all Board members and promoting eRs.ective relationships and open communication, communicating eRs.ectively with all stakeholders and motivating and providing guidance to the Executive Director.

Areas on which the Committees of the Board were assessed included degree of fulRs.lment of key responsibilities, adequacy of Committee composition, eRs.ectiveness of meetings, Committee dynamics and quality of relationship of the Committee with the Board and the Management.

e performance evaluation of the Independent Directors was carried out by the entire Board. e performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. e Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the individual Directors.

14. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND CRITERIA OF INDEPENDENCE OF DIRECTORS

Nomination and Remuneration Committee recommends appointment of director to the Board. With regard to remuneration, except for Mr. Gaurav Swarup, all the Directors are Non-Executive Directors. e Company has put in place a policy for Appointment, Remuneration and Evaluation of Directors and KMP. Non-executive Directors are paid sitting fee as well as commission based on the net proRs.ts of the Company. e members have approved payment of commission within the limit prescribed under the Companies Act, 2013. Based on the recommendation of the Nomination and Remuneration Committee, the Board has approved the continuation of the payment of proRs.t related commission to Non-Executive Directors, including Independent Directors, every year, may be determined as decided by the Board from time to time.

15. ANNUAL GENERAL MEETING

Ministry of Corporate ARs.airs (MCA) and SEBI have permitted the holding of Annual General Meeting through VC or OAVM without the physical presence of Members at a common venue. In compliance with the MCA and SEBI Circulars the 110 th Annual General Meeting is being held through VC/OAVM. e Company has appointed MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited),

RTA to provide this facility. Details are given in the Notice of the 110 th Annual General Meeting. Members are requested to read the instructions in the Notice.

16. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draRs. Annual Return MGT 7 as on March 31, 2026, is available on the Companys website www.industrialprudential.com. e draRs. MGT 7 will be replaced by the Rs.nal form MGT 7 on the Companys website aRs.er conclusion of the 110 th AGM and aRs.er uploading of the same on the MCA website.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

e Companys principal business is dealing in investments and securities and is registered as a Non Banking Financial Company (NBFC) with the Reserve Bank of India. In accordance with section 186 of Companies Act, 2013 details are not required to be disclosed. However, the details of the investments are provided in the Note No. 08 of the Financial Statements.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

ere were no material related party transaction during the year under review with the Promoters, Directors, Key Managerial Personnel (KMP) or their relatives. erefore, no details are required to be disclosed in the Form AOC 2. e details of transactions with related parties as per Ind AS 24 are provided in the accompanying Rs.nancial statements.

19. MATERIAL CHANGES AND FINANCIAL COMMITMENTS, IF ANY,

No material changes and Rs.nancial commitments have occurred between the end of the Rs.nancial year of the Company to which the Balance Sheet relates and the date of this Report.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

Being an investment Company and not engaged in any industrial or manufacturing activities, the Company has no particulars to report regarding conservation of energy or technology absorption. During the year under review, the Company did not have any foreign exchange expenditure and foreign exchange earnings.

21. RISK MANAGEMENT

e Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 and Regulation 17(9) of the SEBI Listing Regulations. It establishes various levels of risks with its varying levels of probability, the likely impact on the business and its mitigation measures. e Internal Auditor evaluates the execution of Risk Management policy and practices across the Company, in the areas of risk identiRs.cation, assessment, monitoring, mitigation and reporting and reports to Audit Committee and Board of Directors about risk assessment and management procedures and status from time to time.

22. CHANGE IN BUSINESS

ere has been no change in the nature of business of the Company.

23. DEPOSITS

e Company had no deposits at the beginning of the Financial Year. e Company not accepted any public deposits under the provisions of the Companies Act, 2013 (Act). e Company does not have any outstanding deposits at the end of the Financial Year.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS AND COURTS No signiRs.cant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

25. INTERNAL FINANCIAL CONTROL

e Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

e Internal Auditor reviews the eRs.ciency and eRs.ectiveness of these systems and procedures. Added objectives include evaluating the reliability of Rs.nancial and operational information and ensuring compliance with applicable laws and regulations. e Internal Auditor submit their Report periodically which are placed before and reviewed by the Audit Committee.

26. DISCLOSURE OF REMUNERATION VIS A VIS EMPLOYEES

No disclosure is required to be made pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further, Non-Executive Directors are paid commission related to proRs.ts and sitting fees for attending Board and Committee meeting/s. e Managing Director is not paid remuneration (except sitting fees).

e Company has no employees covered under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

27. UNCLAIMED SECURITIES

Members are requested to note that in accordance with Regulation 39(4) read with Schedule VI of LODR, the Company has transferred the unclaimed equity shares to a separate account titled Industrial Prudential Unclaimed Securities Suspense Account. Present outstanding is 38,302 (Previous FY: 38,302 shares)

28. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

In accordance with Sections 124 and 125 of the Companies Act, 2013 (the Act) and the Rules made thereunder an amount of Rs. 14,26,700/- pertaining to the Rs.nancial year 2017-18, was transferred during the year to the Investor Education & Protection Fund (IEPF) established by the Central Government.

29. TRANSFER OF SHARES UNDERLYING UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Till this year under review the Company has transferred pursuant to Section 124 of the Act, and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, 3140 shares on which dividend had not been paid or claimed for seven consecutive years or more to an IEPF Account established by the Central Government. Further, the shares which were required to be transferred by 31.03.2026 remains untransferred due to administrative and technical diRs.culties. e same will be transferred during the current year.

e voting rights on these shares shall remain frozen till the rightful owner of such shares claims the share s.

30. REPORTING FRAUD UNDER SECTION 143(12) OF THE ACT

During the year under review, no frauds were reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Act, read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

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

e Company has put in place a Policy on Prevention of Sexual Harassment of women at Workplace and an Internal Complaints Committee has been set up to redress complaints. During the year under review, no complaint was received during the Rs.nancial year under review.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY

e Company has established a vigil mechanism to provide avenues to the stakeholders to bring to the attention of the management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided under the Whistle Blower Policy. e details of the said policy are included in the report on Corporate Governance.

33. DISCLOSURE OF POLICIES & CODES OF THE COMPANY

e Company has adopted the following policies which are available on the website of the Company.

34. STATUTORY AUDITORS

In accordance with Section 139 (1) and (2) of the Act, M/s S Jaykishan as the Statutory Auditors were appointed for term of Rs.ve years, to audit the accounts for the Financial Years 2022-23 to 2026-27 at the Annual General Meeting held on 05.08.2022.

In accordance with provision of Section 139 of the Act, the Board of Directors has received consent and certiRs.cates of eligibility and compliance of criteria under Section 141 of the Act from M/s. S Jaykishan, Chartered Accountants

35. STATUTORY AUDITORS REPORT

e Statutory Auditors Report and notes to the Financial Statements are self explanatory and therefore do not call for any further explanation/comments. ere are no qualiRs.cations, reservations or adverse remarks in the auditors report.

36. SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Act and e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Mayur Mehta, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for a period of 5 years at the Annual general Meeting (AGM) held on 29.08.2025. e Report of the Secretarial Audit Report is annexed herewith.

37. CORPORATE GOVERNANCE REPORT

e Annual Report contains a separate section on the Companys Corporate Governance practices, together with a certiRs.cate from the Companys auditor conRs.rmation compliance as per SEBI Listing Regulations.

38. COST RECORDS AND COST AUDITORS:

e provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

39. ANNUAL SECRETARIAL COMPLIANCE REPORT

In accordance with the regulation 24A of the LODR Annual Secretarial Compliance Report given by Mayur Mehta, Practicing Company Secretary is annexed to this Annual Report. e Company does not have any subsidiary. e same has been Rs.led with the BSE Ltd within prescribed time.

40. COMPLIANCE OF SECRETARIAL STANDARDS

During the Rs.nancial year, the Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, i.e. SS-1 and SS-2 relating to Meetings of the Board of Directors and General Meetings, respectively.

41. CORPORATE SOCIAL RESPONSIBILITY (CSR)

e Companys CSR initiatives aims to ensure maximum beneRs.t to the community in Health, education and sports. In view of long term commitments, the Companys spend on CSR activities has been more than the limits prescribed under Companies Act, 2013. As per recent amendments in the CSR rules, the Company had a CSR obligation of Rs. 11,414/- available for Rs.nancial year 2025-26. Out of this, donation was processed to Responsible Charity Society for total CSR donation/ outlay of Rs. 28,000/- (Rupees Twenty eight thousand only) which improved the structured classroom environment and beneRs.ted children attending tuition support. is also allowed education support for disadvantaged children ensuring access, continuity, and quality of education for children belonging to economically or socially weaker sections who otherwise face barriers to learning. e Annual Report on Corporate Social Responsibility in accordance with Section 135 of the Act read with the Rules is attached separately to this Annual Report. CSR policy is available on the website of the Company www.industrialprudential.com.

42. NON-DISQUALIFICATION OF DIRECTORS

A certiRs.cate in this regard has been given by the Secretaial Auditor and it forms part of the annual report. ere is no qualiRs.cation.

ACKNOWLEDGEMENTS:

We thank our members, customers and bankers for their continued support during the year. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

We thank various Ministries of Government of India and Governments of various countries where we have our operations.