Dear Members, performance together with the accounts for the year ended March 31, 2026, and other prescribed particulars. Your Board of Directors hereby present to you the Thirty Fifth Annual Report covering the operational and financial
1. COMPANY T otal Revenue of the Company including other income was 34,310.13 Lakhs in the Current Year as against PERFORMANCE 30,604.18 Lakhs in the previous year. Profit before Tax (PBT) was 380.01 Lakhs as against ( 450.02) Lakhs in the previous year.
2. FIN ANCIAL RESULTS
| PARTICULARS | Standalone | Consolidated | ||
| Profit before Finance charges, | 2025-26 3,499.50 | 2024-25 2,483.91 | 2025-26 3,402.25 | 2024-25 2485.93 |
| Depreciation and Tax | ||||
| Finance charges | 1,364.23 | 1,172.56 | 1,364.23 | 1,172.56 |
| Depreciation | 1,755.26 | 1,761.37 | 1,755.26 | 1,761.37 |
| Profit / (Loss) before Tax | 380.01 | (450.02) | 282.76 | (572.83) |
| Provision for Taxation (Net) | 110.83 | (130.23) | 110.83 | (130.23) |
| Profit / (Loss) after Tax | 269.18 | (319.79) | 171.93 | (442.60) |
| Other Comprehensive Income | 3.51 | (24.41) | 3.51 | (24.41) |
| Profit/(loss) attributable to Equity Share holders 269.18 | (319.79) | 171.93 | (442.60) | |
3. Th SHARE CAPITAL ere is no change in Authorised or Issued or Subscribed or Paid-Up Share capital of the Company during the period.
4. InDI VIDEND view of the performance during the year under review, your Directors do not recommend any dividend for the year.
5. Y RE our Directors have not recommended any transfer to the General Reserve for the year ended March 31, 2026. SERVES
6. Th C ONSOLIDATED FINANCIAL e consolidated financial statements of your Company for the financial year 2025-26 are prepared in STATEMENTS applicable accounting standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued there under, statement of the following companies; Regulations, 2015. The consolidated financial statements of your Company has taken into account the financial
1. M/s. IP Rings Limited, Parent Company
2. M/s. IPR Eminox Technologies Private Limited, a Joint Venture Company.
3. M/s. IPR North America Inc. (Wholly owned subsidiary)
7. Y DE our Company has not accepted any deposits from public or its Members under Chapter V of the Act and no POSITS FROM PUBLIC deposits were outstanding as on March 31, 2026.
8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
DE M/ s. IPR Eminox Private Limited, a Joint Venture Company with M/s. Eminox Limited, United Kingdom has TAILS OF JOINT VENTURE: 2025-26 as against a turnover of Rs. 10,77,79,010 and a Loss of Rs. (2,49,66,170) respectively for the previous achieved a turn-over of Rs. 39,59,50,360 and incurred a (loss) of Rs. (2,13,22,650) respectively for the year year 2024-25. DETAILS OF M/ s IPR North America Inc. is a Wholly owned subsidiary of the Company. The Subsidiary Company is yet to SUBSIDIARIES / ASSOCIATE COMPANY: start its operations. 2014, a statement containing the salient features of the financial statements of the Companys Joint Venture in Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, Form AOC- 1 is attached as Annexure - I to this report. year. Th ere were no companies that have ceased to be Subsidiaries, joint ventures or associate company during the
9. Y FIN our Company has achieved a turnover for the year of Rs. 33,679 Lakhs in 2025-26 which was more than ANCIAL PERFORMANCE compared to loss after tax of Rs. (319.79) Lakhs recorded in the previous year. the previous year turnover of Rs. 30,338 Lakhs and ended with a profit after Tax of Rs. 269.18 Lakhs while 10. He HUMAN RESOURCE alth, Safety, Security and environment are the core values of your Company. The health, safety and security of to receive top priority in the Managements efforts. Systematic training is given at all levels to improve the everyone who works for your Company, is critical to the success of its business. Employee training is continuing knowledge and skill level of all employees.
11. Industrial relations were cordial during the financial year. INDUS TRIAL RELATIONS
12. A10 chart showing 10 years performance is appended forming part of this Report under the heading "Financial YEAR RECORD highlights".
13. Th DI RECTORS e Board of the Company as on March 31, 2026 Comprised of the following Directors; & KEY MANAGERIAL PERSONNEL
| 1. | Mr. A. Venkataramani | Managing Director | 00277816 |
| 2. | Mr. Navin Paul | Independent Director | 00424944 |
| 3. | Mr. Vikram Vijayaraghavan | Independent Director | 01944894 |
| 4. | Ms. Anandi Iyer | Independent Director | 03615357 |
| 5. | Mr. Ryosuke Hasumi | Non-Executive Director | 09368134 |
| 6. | Mr. Muthalagu Govindarajan | Non-Executive Director | 09264840 |
F urther, the Board at its meeting held on May 29, 2026, based on the recommendations of Nomination and Remuneration Committee, approved the following appointment and re-appointment of Directors to the Board:
R e-appointment of Mr. M. Govindarajan as a Non-Executive Director of the Company subject to the approval of the members for a further period of one year with effect from August 02, 2026, to August 01, 2027. The approval of the shareholders of the Company is being sought at the ensuing Annual General Meeting for the proposed re-appointment.
Appointment of Mr. Nagarajan Balavijayan as Non-Executive Director liable to retire by rotation with effect from May 29, 2026. The approval of the shareholders of the Company is being sought at the ensuing Annual General Meeting for the proposed appointment.
Mr. Ryosuke Hasumi (DIN: 09368134) has tendered his resignation with effect from May 14,2026 due to his other pre-occupation. The board took note of his resignation and placed on record their appreciation for his contribution to the growth of the Company.
All the Directors have affirmed compliance with the Code of Conduct of the Company. The Independent Directors have further affirmed that they satisfy the criteria laid down under section 149(6) of the Act and Regulation 25 and other applicable regulations of SEBI LODR as amended from time to time. Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA) and have qualified.
Mr.KEY MANAGERIAL PERSONNEL: A. Venkataramani (Managing Director), Mr. R. Janakiraman (Chief Financial Officer) and Mr. M. Sathyanarayanan (Company Secretary), are the Key Managerial Personnel of the Company as on March 31, 2026.
14. A UDITORS AND AUDITORS REPORT
InSTATUTORY AUDITORS terms of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company at the 31st Annual General Meeting held on August 08, 2022 have approved the re-appointment of M/s Krishnaswamy & Rajan, Chartered Accountants (Firm Regn. No.: 01554S) as the Statutory Auditors of the Company for second term of 5 years i.e. from the conclusion of 31st Annual General Meeting till the conclusion of 36th Annual General Meeting of the Company. The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company.
Th ere are no qualifications, reservations or adverse remarks or disclaimers made in their audit report. The Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under section 143(12) of the Companies Act, 2013.
Th SECRETARIAL AUDITOR e members of the Company have, at the 34th Annual General Meeting held on August 21, 2025 appointed Mr. R. Mukundan, Company Secretaries in Practice as the Secretarial Auditors of the Company for a term of 5 years i.e. from the conclusion of the 34th Annual General Meeting till the conclusion of the 39th Annual General Meeting of the Company. The Secretarial Audit certificate is appended to this Report as Annexure-III. The Secretarial Audit Report for the year does not contain any qualification, reservations, adverse or disclaimers remark. The Company complies with all applicable secretarial standards.
Pursuant to section 148 of the Companies Act 2013, the Board of Directors, based on the recommendation of COST AUDITOR the Audit Committee have appointed M/s. A.N. Raman & Associates, as the Cost Auditors of the Company for the Financial Year 2026-2027 and has recommended their remuneration to the Shareholders for their ratification at the ensuing Annual General Meeting. M/ s. A.N. Raman & Associates, Cost Accountants have given their consent to act as Cost Auditors and also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013. Your Company has maintained cost records which were duly audited in terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.
Th INTERNAL AUDITOR e Board has engaged M/s. S K R and Company LLP, Chartered Accountants, as its Internal Auditors. Their scope of work includes review of internal controls and its adherence, statutory compliances, health, safety and environment compliance, compliance towards related party transactions and risk assessments.
15. All RELATED PARTY transactions entered by the Company during the period under review with Related Parties were TRANSACTIONS in the ordinary course of business and at arms length basis. The Audit Committee granted prior approval / ratification for the transactions and the same are being reviewed and approved by the Audit Committee and the Board of Directors at regular intervals. There were no materially significant transactions with related parties during the financial year 2025-26 which were in conflict of interest. The details of the transactions with related parties are given in Note No.49 of the financial statements.
There are no contracts/arrangements/transactions which are not at arms length basis and there are no material contracts/arrangements/transactions which are at arms length basis. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 is attached as Annexure - II to this report.
16. During the year, four (4) Board Meetings were convened and held. The details of meetings are given in the BO ARD OF DIRECTORS & BOARD MEETINGS HELD DURING THE YEAR
Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The details relating to the same are given in Report on Corporate Governance forming part of this Board Report.
17. InP OLICIES accordance with the requirements of the Companies Act, 2013, the Listing Agreement and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company have framed the required policies and the policies wherever mandated, are uploaded on the companys website, under the web-link www.iprings.com. The brief list of the links is as follows: -
18. P ARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES Th e details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies ACT, 2013 Act, 2013 are given in the notes to the Financial Statements under Note Number 2A [NON-CURRENT FINANCIAL
ASSETS INVESTMENTS] forming part of Annual Report.
19. Th ANNU e annual return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the AL RETURN
Companies (Management and Administration) Rules, 2014 is available on the website of the Company at: www.iprings.com 20. Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board VIGIL MECHANISM and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism which inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director / employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.
21. Th A UDIT e Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read COMMITTEE: with the rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in Report on Corporate Governance forming part of this Board Report.
22. DI SCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
Th PROHIBITION e Company has complied with the provisions relating to the constitution of Internal Complaints Committee & REDRESSAL) ACT, 2013: under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules made thereunder.
During the year under review: a. Number of complaints of sexual harassment received in the year Nil b. Number of complaints disposed off during the year Nil c. Number of cases pending for more than ninety days Nil
23. Th DI RECTORS RESPONSIBILITY e financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS), the STATEMENT relevant provisions of the Companies Act, 2013 and the Rules made thereunder, guidelines issued by SEBI. The financial statements are prepared under the historical cost convention on accrual basis except for certain financial instruments that are measured at fair values, and guidelines.
Responsibility statement, the Board of Directors of the Company confirms- i. That in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures. ii. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for period under review. iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; i The Directors had prepared the annual accounts for the year ended March 31, 2026 on a "going concern" v. basis; v The Directors, had laid down an adequate system of internal financial controls to be followed by the .
Company and that such internal financial controls are adequate and were operating effectively and vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
24. During the year under review there are no application made or any proceeding pending under the Insolvency DI SCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE and Bankruptcy Code, 2016
25. Th INTERNAL FINANCIAL CONTROL e Company has designed and implemented a process driven framework for Internal Financial Controls SYSTEMS AND THEIR ADEQUACY
("IFC") within the meaning of the explanation to section 134(5) of the Companies Act, 2013. For the period under review, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/ or improved controls wherever the effect of such gaps would have a material effect on the Companys operations.
26. MA TERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
Th COMPANY: ere are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report.
27. C ONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
Th OUTGO: e information required under section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in Annexure - IV hereto forming part of this report.
28. Th SIGNIFICANT ere were no material orders passed by the regulators or courts or tribunals impacting the going concern AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS status and the Companys operations in future.
29. Pursuant to Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration DI SCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 of Managerial Personnel) Rules, 2014, the ratio of remuneration of each director to the median employees remuneration and such other details are set out in Annexure V hereto forming part of this report. 30. Dis P ARTICULARS closures pertaining to remuneration and other details as required under Section 197 of the Act, read with OF EMPLOYEES
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure VI to this Report. In accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of the employees covered under the said Rule shall be made available to any Member on a specific request made in this regard, by him or her in writing.
31. Th DE e Company has received necessary declaration from each independent director stating that he/she meets CLARATION BY INDEPENDENT DIRECTORS the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there has been no change in the circumstances affecting their status as an Independent Director during the year. In the opinion of the Board, the independent directors fulfil the conditions specified in these regulations and are independent of the management. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise, and proficiency required under all applicable laws and the policies of the Company. Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. Formal Annual Evaluation of Directors was done as per the requirements of the Companies Act, 2013. The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs (IICA).
32. Th RI SK e Company has an adequate Risk Management Policy commensurate with its size and operations. The major MANAGEMENT POLICY risks identified by the Company are systematically addressed through mitigating actions on a continuous basis.
As the members are aware, the Companys shares are compulsorily tradable in electronic form. As on March 31, 2026, 98.82 % of the Companys total paid up capital representing 1,25,26,821 shares are in dematerialized form. Pursuant to amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with effect from January 24, 2022, requests for effecting transfer of securities in physical form, shall not be processed by the Company and all requests for transmission, transposition, issue of duplicate share certificate, claim from unclaimed suspense account, renewal/exchange of securities certificate, endorsement, sub-division/split of securities certificate and consolidation of securities certificates/folios need to be processed only in dematerialized form. In such cases the Company will issue a letter of confirmation, which needs to be submitted to Depository Participant(s) to get credit of the securities in dematerialized form. 34. De DI RECTORS tails of the remuneration paid to the Executive and Non-Executive Directors of the Company are given in the REMUNERATION
Corporate Governance Section of this Annual Report.
35. Th C OMPLIANCE e Board of Directors affirm that the Company has complied with the applicable Secretarial Standards issued WITH SECRETARIAL STANDARDS: by the Institute of Company Secretaries of India (SS-1 and SS-2) relating to Meetings of the Board and its Committees and general meeting respectively which have mandatory application.
36. During the year under review your Company has not made any one-time settlement with any of its Banks or DI SCLOSURE UNDER ONE TIME SETTLEMENT
Financial Institutions.
37. Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility C ORPORATE SOCIAL RESPONSIBILITY [CSR] Policy) Rules, 2014 and its subsequent amendments, your Company framed a Policy on Corporate Social Responsibility. Since, the Turnover, Net worth or Net profit during the immediately preceding financial year, does not exceed the threshold prescribed under section 135 of the Companies Act, 2013, the Company is not required to spend towards CSR for the Financial year 2025-2026.
38. Th NO CHANGE IN ere is no change in the nature of business being carried out by the Company. THE NATURE OF BUSINESS:
39. Th MA e Company is committed to providing a safe, inclusive and supportive work environment for all employees, TERNITY BENEFIT ACT 1961: including women employees. The Company complies with the provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder, as amended from time to time. However, the requirement of providing benefit to woman under Maternity Benefit Act, 1961 has not arisen during the year.
40. Th A CKNOWLEDGMENT e Directors wish to express their appreciation for the continued co-operation of the Central and State Governments, Bankers, customers, dealers, suppliers and share-holders.
Y our Directors wish to place on record their appreciation of the Technical Assistance and also the support extended by M/s Nippon Piston Ring Co. Ltd., Japan and M/s. India Pistons Limited, Chennai, respectively. Y our Directors also wish to place on record their appreciation of the contribution made by the employees at all levels.
| M. (DIN 09264840) Govindarajan | A. (DIN 00277816) Venkataramani |
| Director Chennai | Chennai Managing Director |
| May 29, 2026 | May 29, 2026 |
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
Download The App Now
Follow us on
2026, IIFL Capital Services Ltd. All Rights Reserved
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.
