Pricol Ltd Directors Report

Dear Members,

Your Directors with immense pleasure present the 15th (Fifteenth) 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, 2026 and Auditors Report thereon.

FINANCIAL RESULTS

Crores

	Standalone		Consolidated
The summarised financial results are:	2025-26	2024-25	2025-26	2024-25
Net Sales & Services
- Domestic	2,864.26	2,320.66	3,793.48	2,467.69
- Export	154.81	137.32	170.37	153.22
Revenue from Operations	3,019.07	2,457.98	3963.85	2,620.91
Other Operating Revenue	76.95	71.01	76.95	71.01
Other Income	30.95	13.39	11.57	16.64
Total Income	3,126.97	2,542.38	4,052.37	2,708.56
Profit from Operations before Finance Cost,	381.58	292.18	480.94	329.53
Depreciation and Amortisation Expense & Tax
Less : Finance Costs	18.08	11.35	30.04	13.17
: Depreciation and Amortisation Expense	94.93	83.75	119.96	89.75
Profit Before Tax	268.57	197.08	330.94	226.61
Less : Tax Expense
Current Tax	64.52	61.30	82.69	65.12
Deferred Tax	(4.39)	(6.60)	(4.89)	(5.46)
Earlier years (Net)	1.10	(0.08)	2.34	(0.08)
Profit for the year (A)	207.34	142.46	250.80	167.03
Other Comprehensive Income for the year before tax	(1.59)	3.45	11.97	4.58
Income tax relating to these items	0.40	(0.87)	0.47	(0.85)
Other Comprehensive Income for the year after tax (B)	(1.19)	2.58	12.44	3.73
Total Comprehensive Income for the year (C) = (A) + (B)	206.15	145.04	263.24	170.76
Cash Profit	301.08	228.79	383.20	260.51
Earnings per share (EPS) Basic & Diluted (in )	17.01	11.69	20.57	13.70

DIVIDEND

The Company paid an interim dividend of 2/- per equity share, during FY 2025-26. Considering the ongoing economic

crisis and to conserve the cash for future expansions, no final dividend is recommended by the Board for the FY 2025-26.

AUTO INDUSTRY

During the year, the Auto Industrys domestic sales grew by 10.40% and exports by 24.00%. The overall Auto Industrys production grew by 12.13% as against 9.12% in the previous financial year.

		Vehicle Production*
Segment	2025-26	2024-25	Growth %
2 Wheeler / 3 Wheeler	2,79,99,719	2,49,40,365	12.27%
Commercial Vehicle	11,70,150	10,34,947	13.06%
Tractors	11,61,500	9,54,000	21.75%
Passeng er Vehicle	55,39,115	50,61,164	9.44%
Total	3,58,70,484	3,19,90,476	12.13%

*As per Society of Indian Automobile Manufacturers (SIAM)

COMPANYS PERFORMANCE

OPERATIONS

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

STANDALONE

The Companys Domestic Sales was up by 23.42% and overall Companys Sales by 22.83% compared to the previous year. The profit from operations before Finance cost, Depreciation & Amortisation expense and Tax is

381.58 Crores compared to 292.18 Crores during the previous year. Profit before Tax has increased from

197.08 Crores to 268.57 Crores, 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 329.53 Crores to 480.94 Crores. The operational performance has improved due to increase in sales volume and better control on costs. Profit before Tax is 330.94 Crores compared to 226.61 Crores.

Share Capital

Authorised, Issued, Subscribed and Paid-up Capital

As on 31st March 2026,

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 2025-26.

SUBSIDIARY COMPANIES

Pricol Asia Pte Limited, Singapore

Pricol Asia Pte Limited, Singapore, wholly owned subsidiary of Pricol Limited, is a 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 2025-26, Pricol Asia Pte Limited achieved sales of USD 8.48 Crores ( 762.80 Crores) as against the previous year sales of USD 5.87 Crores ( 495.33 Crores). The company made a profit of USD 21,42,058 ( 19.27 Crores) during the year 2025-26 as against USD 13,73,100 ( 11.60 Crores) in 2024-25.

PT Pricol Surya Indonesia

PT Pricol Surya Indonesia, wholly owned subsidiary of Pricol Limited, is supplying Auto Components to the 2 Wheeler manufacturers in Indonesia & Thailand.

In the financial year 2025-26, PT Pricol Surya Indonesia has achieved a sales of IDR 4971.11 Crores ( 26.65 Crores) as against the previous year sales of IDR 4639.90 Crores ( 24.15 Crores) an increase of 7.14% in IDR & 10.35% in INR terms. The company had a profit before tax of IDR 1578.05 Crores ( 8.46 Crores) as against the profit before tax of IDR 1226.46 Crores ( 6.38 Crores) of previous year.

Pricol Asia Exim DMCC, Dubai

Pricol Asia Exim DMCC, Dubai, 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 associate companies .

During the financial year 2025-26, the company achieved sales of USD 3.54 Crores ( 318.69 Crores) as against the previous year sales of USD 2.88 Crores ( 243.52 Crores). The company made a profit of USD

7,01,312 ( 6.31Crores) during the year 2025-26 as against the profit of USD 7,46,577 (6.30 Crores) during the previous year.

Pricol Precision Products Private Limited, India

Pricol Precision Products Private Limited ("P3L"), wholly owned subsidiary of Pricol Limited, is engaged in the business of Injection Moulded Plastic Component Solutions for automobiles. P3L has acquired the business from Sundaram Auto Components Limited (WOS of TVS Motors Limited) on slump sale basis on 31st January 2025 for a value of 197.50 Crores and has commenced its operations with effect from 1st February 2025.

During the financial year 2025-26, the companys turnover was 923.10 Crores, and Profit was 37.44 Crores. In the previous financial year 2024-25, the companys turnover was 139.26 Crores and the Profit was 1.25 Crores. which is from the business operations for the months of February & March 2025.

Pricol Autotech Limited, India

Pricol Autotech Limited, was incorporated on 21st February 2026, as a Wholly Owned Subsidiary of the Company, with an initial paid up capital of 0.15 Crores to engage in the business of manufacturing and / or distribution of electronic components catering to automotive as well as non-automotive applications. The company is yet to commence its business operations.

OUTLOOK, OPPORTUNITIES, CHALLENGES, RISKS &

CONCERNS

Global Economy Outlook:

The global economy remained resilient during the early part of FY2025 26, supported by relatively stable macroeconomic conditions across both advanced and emerging markets, along with steady consumer demand and easing supply-side constraints. Economic activity in the United States remained firm, driven by a resilient labour market and sustained investment, particularly in technology and infrastructure, while Chinas growth remained moderated due to structural challenges, including weakness in the real estate sector and subdued domestic demand.

During the first half of the year, global economic conditions were primarily influenced by evolving trade dynamics, policy adjustments, shifts in global financial conditions. Trade-related uncertainties, including tariff measures and export controls among major economies, contributed to the reconfiguration of supply chains and elevated policy uncertainty during the period.

While the global economy remained relatively stable during the earlier part of the year, the macroeconomic environment weakened toward the latter half due to escalating geopolitical tensions across regions, which contributed to heightened uncertainty, volatility in commodity markets, pressures on global trade and investment activity. These developments, along with tightening financial conditions, weighed on overall growth momentum.

According to the International Monetary Fund, global growth is projected at approximately 3.1% in calendar year 2026, remaining below the long-term historical average. While growth continued to be supported by services activity and technology-led investment, the combined impact of geopolitical developments, trade uncertainties and tighter financial conditions moderated overall economic expansion.

Global trade growth remained subdued during the year, reflecting ongoing supply chain adjustments, evolving trade policies and uneven global demand conditions. Financial markets exhibited increased volatility toward the latter part of the year, with rising bond yields and cautious investor sentiment impacting capital flows, particularly in emerging markets.

Looking ahead, the global economic outlook remains subject to downside risks, including further escalation in geopolitical tensions, renewed trade frictions, tightening financial conditions, and commodity price volatility. However, structural drivers such as digital transformation, artificial intelligence adoption and continued diversification of supply chains are expected to support medium-term growth.

Indian Economy Outlook:

The Indian economy remained resilient during the year, sustaining strong growth momentum despite a challenging global macroeconomic environment marked by elevated geopolitical tensions, commodity price volatility and financial market uncertainty. Strong domestic fundamentals, supported by steady consumption, sustained government capital expenditure, and a stable financial system, enabled the economy to remain among the fastest-growing major economies globally.

As per estimates from the Reserve Bank of India, Indias real Gross Domestic Product (GDP) growth is estimated at approximately 7.6% for FY2025-26, with growth expected to moderate to around 6.9% in FY2026-27, reflecting a gradual slowdown from the elevated growth levels witnessed in recent years amid an increasingly uncertain global macroeconomic environment.

Economic activity during the year remained largely dependent on private consumption and continued public capital expenditure, particularly towards infrastructure development. However, growth momentum across sectors remained uneven. Manufacturing activity witnessed only a gradual recovery amid softer external demand conditions and cautious private sector investment sentiment. The services sector continued to remain a key contributor to economic activity, although growth moderated across certain segments due to weaker global demand conditions and ongoing cost rationalization measures across industries.

On the external front, India faced pressures from a moderating global trade environment and uneven external demand conditions during the year. Global trade uncertainties and weaker demand across certain international markets continued to weigh on export performance.

Inflation remained broadly contained during FY2025-26, with consumer price inflation at approximately 3.4% in March 2026, within the Reserve Bank of Indias target range. The moderation in inflation was supported by easing food prices and supply-side measures; however, risks increased toward the latter part of the year due to volatility in global commodity and energy prices.

In this context, the Reserve Bank of India maintained a calibrated and data-dependent monetary policy stance, with the policy repo rate held at 5.25% in April 2026, balancing the need to support growth while maintaining inflation discipline.

The financial system remained broadly stable during the year, supported by improved banking sector asset quality and adequate capitalization. However, credit growth moderated amid a relatively cautious lending environment, while global financial market volatility and tightening external financial conditions continued to exert pressure on liquidity, capital flows and overall investment sentiment.

Looking ahead, Indias growth outlook is expected to face increasing pressure from persistent geopolitical uncertainties, commodity price volatility, uneven global demand conditions and tighter financial conditions. These factors are likely to weigh on investment activity, external trade and overall economic momentum in the near to medium term. While structural drivers such as infrastructure development and digital adoption continue to provide underlying support, economic growth is expected to normalize further amid a weaker and more uncertain global environment.

Indian Automotive Sector:

The Indian automotive sector is expected to witness moderated growth momentum amid an uncertain macroeconomic environment, evolving regulatory requirements, and uneven demand conditions. While easing inflation and continued government focus on infrastructure development may provide some support to demand, higher ownership costs, financing constraints in certain segments and weak external conditions could continue to impact overall industry growth.

The industry recorded a relatively stable performance during FY2025-26, although growth trends remained mixed across segments. Passenger vehicles and two-wheelers continued to contribute to overall volumes; however, demand growth moderated compared to the strong post-pandemic recovery phase. The commercial vehicle segment benefited from infrastructure activity and replacement demand, although fleet utilization and freight conditions remained volatile during parts of the year. Export performance also remained uneven, impacted by weak demand conditions in certain international markets and continued global macroeconomic uncertainty.

Looking ahead, industry volumes are expected to grow in the range of 5% to 8% in FY2026-27, as projected by India Ratings and Research, although growth is expected to normalize from the relatively stronger levels witnessed in recent years. Recovery in rural demand remains gradual and dependent on income trends and monsoon conditions, while urban demand could moderate amid elevated vehicle ownership costs and cautious consumer sentiment. The two-wheeler segment is expected to remain relatively better positioned due to replacement demand and exports, while passenger vehicle growth is expected to remain moderate given elevated base levels and signs of demand normalization. The commercial vehicle segment is also expected to witness measured growth, supported primarily by infrastructure activity and replacement cycles, although freight demand remains sensitive to broader economic conditions.

The electric vehicle (EV) segment continues to represent a structural opportunity for the industry; however, adoption levels remain dependent on charging infrastructure development, affordability, localization of supply chains, and continued policy support. Profitability and scalability challenges across parts of the EV ecosystem also remain key industry considerations.

Government initiatives such as the Production Linked

Incentive (PLI) Scheme for the automobile and auto components sector are expected to support localization and domestic manufacturing capabilities. However, the pace and extent of benefits realization may vary across industry participants depending on scale, execution capabilities, technology investments and market demand conditions.

The sector is expected to benefit from structural drivers such as increasing vehicle penetration, urbanization and infrastructure development. Nevertheless, industry conditions are likely to remain influenced by macroeconomic uncertainty, evolving consumer preferences, rising competitive intensity and ongoing technological transitions.

The sector also remains exposed to several risks, including volatility in commodity prices, particularly crude oil and metals, evolving geopolitical developments, currency fluctuations, supply chain disruptions and tightening regulatory requirements relating to emissions and safety standards. These factors could continue to exert pressure on cost structures, margins and overall demand conditions across segments.

Overall, while the Indian automotive sector continues to possess long-term structural potential, growth is expected to remain measured amid a challenging operating environment and increasing industry-wide transition-related costs.

Indian Auto Ancillary Sector :

The Indian auto ancillary sector is expected to witness gradual growth amid an evolving automotive landscape, uneven demand conditions and increasing technological transition requirements. While domestic automotive demand, localization efforts and integration into global supply chains continue to provide support, industry growth is expected to remain closely linked to broader trends in automotive production and consumption.

Industry revenues are expected to grow in the range of high single digits in FY2026-27, broadly aligned with underlying trends in automotive production and original equipment manufacturer demand. Growth is expected to be supported by the two-wheeler and passenger vehicle segments, although demand conditions across categories may remain uneven amid moderating consumption trends and cautious inventory management by OEMs. Demand for higher value-added components, including electronics, safety systems and EV-related products, is expected to increase gradually, though adoption remains dependent on affordability, technology investments, and regulatory developments.

The sector continues to witness increasing content per vehicle, particularly in areas such as electrification, connected technologies and advanced safety systems. At the same time, this transition is increasing technological complexity, investment requirements and competitive intensity across the industry. The growing share of electronics and software-driven components may support long-term value addition, while also increasing dependence on imported technologies and specialized supply chains in certain categories.

Export demand is expected to remain relatively stable, supported by supply chain diversification and increasing global sourcing from India. Nevertheless, export growth remains exposed to global economic conditions, evolving trade policies and demand volatility across key international markets such as North America and Europe. In addition, increasing competition from other low-cost manufacturing regions could continue to exert pressure on pricing and margins.

Over the longer term, the sector is expected to witness scale expansion, with projections by NITI Aayog indicating a potential industry size of approximately USD 145 billion by 2030, along with export potential of around USD 60 billion. Realization of these projections remains dependent on continued localization, supply chain competitiveness, technology adoption and sustained demand growth across domestic and export markets.

Government initiatives such as the Production Linked Incentive (PLI) Scheme for the automobile and auto components sector are expected to support investments in advanced automotive technologies, including EV components and electronics. At the same time, the pace of benefits realization may vary across industry participants depending on scale, capital availability, execution capabilities, and evolving market conditions.

The sector is also witnessing increasing adoption of automation, digitalization and Industry 4.0 practices to improve operational efficiency and product quality. These transitions are expected to require continued capital investments and may place pressure on smaller manufacturers with limited financial and technological resources.

The sector remains exposed to several risks, including volatility in commodity prices such as steel, aluminum, and energy inputs, which could continue to impact margins and cost structures. Supply-side challenges, particularly relating to critical minerals, semiconductors and rare earth elements, remain key concerns given the concentration of global supply chains. Currency volatility, logistics disruptions and evolving global trade dynamics may also impact export competitiveness and

procurement costs.

In addition, evolving emission norms, safety regulations, and fuel efficiency standards are expected to increase compliance requirements and technology-related investments across the industry. While semiconductor availability has improved compared to previous years, intermittent supply constraints may continue across certain applications and advanced electronic systems.

Overall, while the Indian auto ancillary sector continues to possess structural growth opportunities, industry growth is expected to remain measured amid increasing competitive intensity, technological transition costs, global demand uncertainties and evolving regulatory requirements.

Opportunities:-

Strong domestic automotive demand is expected to support growth in the auto ancillary sector, with industry revenues projected to grow in the range of 7% to 9% in FY2026 27, supported by replacement demand, premiumisation and stable OEM demand.

Increasing content per vehicle, particularly in electronics, safety systems and electric vehicle components, is expected to drive higher value addition and improve revenue realisation for component manufacturers.

The transition towards electrification and advanced mobility technologies (including connected systems and ADAS) is expected to create new growth avenues and enhance long-term demand visibility.

Export opportunities are expected to improve over the medium term, supported by global supply chain diversification and China-plus-one strategy, strengthening Indias position as a global sourcing hub.

The replacement market is expected to remain resilient, with growth of 8% to 10%, driven by increasing vehicle part, ageing vehicles and higher maintenance requirements.

Continued government support through initiatives such as the Production Linked Incentive (PLI) scheme is expected to enhance localisation, technology adoption and manufacturing competitiveness.

Industry capex is expected to remain strong, with investments of approximately INR 28,000-32,000 crore in FY2027, focused on EV components, localisation and advanced technologies.

Risks :

-Volatility in commodity prices, particularly steel, aluminium, and energy inputs, may impact margins and cost structures across the value chain.

-Freight costs are expected to significantly increase which might also have impact on profitability.

-Increased input costs for construction could result in cost escalation for capital projects.

-Global geopolitical tensions and supply chain disruptions may affect export demand, logistics costs and availability of critical components.

-Dependence on imports for critical inputs such as rare earth elements continues to pose supply-side risks, particularly for EV and electronic components.

-Increasing regulatory requirements, including emission norms, safety standards and electrification mandates, may lead to higher compliance costs and increased capital expenditure.

-Weakening rupee will have an impact on the Company as we are a net importer.

-Industry growth is expected to be moderate compared to previous years, reflecting high base effects and normalisation in automotive demand cycles.

RISK MANAGEMENT

In accordance with Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Risk Management Committee was constituted by the Board. The Risk Management Committee is responsible to frame, implement and monitor the risk management plan for the Company. It is also 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 managing the risks of the Company.

Companys 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 established internal control systems commensurate with the nature of its business size and complexity of its operations. The internal financial controls with reference to the Financial Statements are adequate and operating effectively.

The Company has also adopted appropriate policies and procedures to ensure the orderly and efficient conduct of its business, including adherence to Company policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information and disclosures. Further, the Company has well-documented policies and Standard Operating Procedures (SOPs) covering all key financial and operational functions.

The Companys internal control systems have been strengthened and are commensurate with the nature of its business and the size of its operations. These controls are designed to provide reasonable assurance with regard to:

Reliability and integrity of financial and operational information;

Effectiveness and efficiency of operations and safeguarding of assets;

Compliance with applicable laws and regulations, Company policies, listing requirements and management procedures.

The Company has an in-house Corporate Internal Audit team which periodically reviews operational and process compliance across all locations and functions in line with the documented policies and procedures and evaluates the effectiveness and adequacy of internal controls. The Internal Audit team also monitors the implementation status of corrective actions taken by the management on observations arising from previous audit findings, significant audit observations and recommendations are reviewed on a quarterly basis by the Audit Committee. The Audit Committee regularly reviews financial, operational, internal audit and compliance reports to enhance overall governance and operational performance. Heads of various functional and operating departments attend the Audit Committee meetings to address queries and provide necessary clarifications to the Committee.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, cost and secretarial auditors and external agencies, including the audit of internal financial controls over financial reporting conducted by the Statutory Auditors, as well as the reviews carried out by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2025 26.

The Company has adopted accounting policies in compliance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015. The Standalone and Consolidated Financial Results of the Company are reviewed / audited by the Statutory Auditors on a quarterly and annual basis, respectively.

CODE OF CONDUCT

1) Code of Conduct for fair disclosure of UPSI and Prevention of Insider Trading

The Company has adopted a Code for Fair Disclosure of Unpublished Price Sensitive Information ("UPSI") and a Code for Prevention of Insider Trading in accordance with the provisions of the SEBI

(Prohibition of Insider Trading) Regulations, 2015. These Codes are aimed at ensuring timely and adequate disclosure of UPSI and preventing misuse of such information by Designated Persons and their immediate relatives.

The Code for Prevention of Insider Trading lays down detailed procedures and guidelines to be followed by Designated Persons while dealing in the securities of the Company and prescribes necessary disclosures and compliance requirements. It also sensitizes Designated Persons regarding the consequences of any non-compliance with the applicable regulations.

The Company has also put in place adequate and effective internal control systems and standardized processes to ensure compliance with the requirements of the aforesaid regulations and to prevent insider trading. The aforesaid Codes and Policies are available on the website of the Company.

Code of Conduct for fair disclosure of UPSI https://pricol.com/wp-content/uploads/2023/01/Code-of-Fair-Disclosure.pdf

Code for Prevention of Insider Trading - https://pricol.com/wp-content/uploads/2024/06/Code-of-Conduct-for-Prevention-of-Insider-Trading.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 31st March, 2026 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 India Ratings and Research	Long Term: INR 145 Crores Fund-Based and Non Fund-Based Working Capital Limits: INR 105 Crores	Crisil AA-/Stable (Upgraded) IND AA-/Stable/IND A1+ Long-term rating upgraded; short-term rating affirmed	CRISIL A+ / Stable (Upgraded) IND A + / Stable / IND A1+ (Upgraded)

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 arms 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 2025-26.

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/2025/08/Related-Party-Policy-31-July-2025.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:

Name of Independent Director	Period of Appointment
Mr. 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)
Mrs. T. M. Malavika	Upto 30th September 2029
	(First term of 5 years)
Mr. Navin Paul	Upto 21st October 2030
	(Second term of 5 years)

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.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 for re-appointment is included in the notice of the ensuing Annual General Meeting.

Mrs.Vanitha Mohan, Chairman, resigned from the Board of Directors with effect from 14th May 2026. The Board places on record its sincere appreciation for the valuable guidance, support and contributions rendered during her three decades of directorship with the Company and wishes her good health and success in all her future endeavours.

Mr.Vikram Mohan, Managing Director was appointed as the Chairman of the Board of Directors with effect from 14th May 2026. After his appointment as Chairman of the Board of Directors, his designation is Chairman & Managing Director of the Company.

Ms.Madhura Mohan was appointed by the Board as an Additional Director and Whole-time Director with the designation "Executive Director" with effect from 14th May 2026. The Board recommends her appointment as Director and Whole-time Director with the designation "Executive Director" which forms part of the AGM Notice for the approval of shareholders.

Mr.Siddharth Manoharan was appointed by the Board as an Additional Director and Whole-time Director with the designation "Group Executive Director" with effect from 14th May 2026. The Board recommends his appointment as Director and Whole-time Director with the designation "Group Executive Director" which forms part of the AGM Notice for the approval of shareholders.

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 Boards 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 24th January 2026, 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 & SEBIs guidance note and satisfied with their performance.

The Nomination and Remuneration committee at its meeting held on 24th January 2026 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, 2013, the whole-time Key Managerial Personnel of the Company are Mr.Vikram Mohan, Chairman & Managing Director, Mr.Priyadarsi Bastia, Chief Financial Officer & Mr.T.G.Thamizhanban, Company Secretary.

STATUTORY AUDITORS

M/s. VKS Aiyer & Co, Chartered Accountants, (Firm Regn No: 000066S), Statutory Auditors of the Company have tendered their resignation vide their letter dated 10th July 2025 for the reasons mentioned in their letter.

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai, (Firm Registration No: 004207S) was appointed by the Board of Directors of the Company, as statutory auditors, to fill the casual vacancy caused due to resignation of M/s. VKS Aiyer & Co, Chartered Accountants, with effect from 1st August 2025 until the conclusion of the 14th Annual General Meeting held on 6th August 2025, with the approval of Shareholders.

M/s. Sundaram & Srinivasan, Chartered Accountants (ICAI Firm Registration No: 004207S), Chennai, was appointed as Statutory Auditors of the Company, at the AGM held on 6th August 2025, for the first term of 5 years from the conclusion of 14th Annual General Meeting held on 6th August 2025 until the conclusion of the 19th Annual General Meeting to be held in the calendar year 2030.

M/s. Sundaram & Srinivasan, Chartered Accountants have furnished a certificate to the Board confirming that they are not disqualified from continuing as Statutory Auditors of the Company.

The report of the Statutory Auditor forms part of this Report and Annual Accounts 2025-26. 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 14th May 2026, 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 2026-27, on the remuneration of 0.03 Crores 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

Mr.P.Eswaramoorthy of M/s.P.Eswaramoorthy and Company, Company Secretaries (Membership No. F6510 / CP No:7069) was appointed as Secretarial Auditor for a term of five years from 2025-26 till 2029-30, to carry out the secretarial audit of the Company.

Mr.P.Eswaramoorthy of M/s.P.Eswaramoorthy and Company, Company Secretaries have furnished a certificate to the Board confirming that they are not disqualified from continuing as Secretary Auditor of the Company

SECRETARIAL AUDITOR REPORT

The Secretarial Audit Report for the financial year 2025-2026 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-1". There are no qualifications, observations, adverse remarks or disclaimer in the said report.

As per Regulation 24A of the SEBI LODR Regulations, the Secretarial Audit Report of the material unlisted subsidiary incorporated in India has to be annexed with the Annual Report of the holding company. Therefore, Secretarial Audit Report of Pricol Precision Products Private Limited (Material Subsidiary of Pricol Limited), issued by Mr.R.Dhanasekaran (FCS No:7070, CP No:7745) Company Secretary in Practice, for the financial year 2025-26 is annexed herewith as "Annexure A-2". 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

Pricols 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 registered trust(s) 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

The Company continued to strengthen its human capital through strategic talent development, capability building, and employee engagement initiatives aimed at enhancing organizational effectiveness. Focused interventions in training, reskilling, and competency development were implemented to address evolving business requirements and strengthen workforce capabilities. Industrial Relations remained cordial and harmonious across all locations, with zero man-hour loss during the year, reflecting a culture of mutual trust, collaboration, and employee participation. Continuous improvement practices such as Kaizen, Poka Yoke, Quality Control Circles (QCC), and employee suggestion schemes further contributed to operational excellence and productivity enhancement. As of 31 March 2026, the Companys workforce stood at 7,391 employees, representing a skilled, diverse, and agile talent base supporting its long-term growth and sustainability objectives.

Employee Engagement

At the Company, employee engagement is a key driver of organizational success and workplace culture. We foster a positive and inclusive environment through a diverse range of initiatives, including health camps, wellness programs, special day celebrations, marathons, outbound learning interventions, and recreational club activities. Our continuous improvement culture is strengthened through Weekly Kaizen Drives and recognition platforms that celebrate contributions in Kaizen, QCC, and CFT initiatives. Employees are encouraged to pursue personal interests, build meaningful connections, and maintain work-life balance through sports, trekking, and other collaborative activities. During FY 2025 26, the Company conducted 1,573 training programmes and 368 employee engagement activities, reflecting our continued commitment to employee development, well-being, and a highly engaged, 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 Regulation 34(3) 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 Companys 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 Companys website

at https://pricol.com/wp-content/uploads/

2026/07/MGT-7-AC3960562.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 in respect of employees of the Company 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, in the format prescribed in the relevant accounting standards for annual results:

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.

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 Requirement) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated 10th May 2021, 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, Pricol Autotech Limited, was incorporated on 21st February 2026, as a Wholly Owned Subsidiary of the Company, with an initial paid up capital of 0.15 Crores.

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 arms length transactions under third proviso thereto:

All the related party transaction entered by the Company during the financial year 2025-26 are in the ordinary course of business and at arms length. Details of material contracts / arrangements / transactions entered at arms 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 the 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	2025-26	2024-25	% Change	Explanations, if any
i) Debtors Turnover	7.46	7.66	(2.71)
ii) Inventory Turnover	8.55	8.66	(1.32)
iii) Current Ratio	1.10	1.04	5.88
iv) Interest Coverage Ratio	21.11	25.74	(17.99)
v) Debt Equity Ratio	0.20	0.19	2.54	Not Applicable
vi) Operating Profit Margin	9.68	8.97	7.92
vii) Net Profit Margin (%) or sector-specific equivalent ratios as applicable.	6.87	5.80	18.50

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	2025-26	2024-25	% Change	Explanations, if any
Return on Net Worth	0.20	0.16	22.67	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 companys 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.

27. Disclosure Under The Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company is committed to maintain a safe, respectful, and inclusive workplace for all employees. In compliance with the Sexual Harassment of Women at Workplace Act (Prevention, Prohibition and Redressal), 2013, a comprehensive POSH Policy and Internal Committee (IC) are in place to address concerns promptly and fairly. The policy applies to all employees, including permanent, contractual, temporary staff, trainees, and interns. Multiple reporting channels, including confidential complaint mechanisms, are available to encourage safe reporting. During FY 2025 26, the Company conducted 32 Internal Committee meetings and 23 awareness and sensitization programmes to strengthen employee awareness and promote a culture of respect and dignity. Regular training sessions were also conducted for IC members to ensure effective grievance handling. No complaints of sexual harassment were received, pending, or disposed of during the year. The Company continues to uphold a zero-tolerance approach towards workplace harassment and remains committed to fostering an environment built on trust, equality, and mutual respect.

28. Compliance with Maternity Benefit Act, 1961

The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

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 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 Secretarys 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 2025-26.

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 Companys 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.