Pricol Ltd Directors Report

Dear Members,

Your Directors with immense pleasure present the Thirteenth Annual Report of Pricol Limited (Company”) on the business and operations together with the audited financial statements (Standalone & Consolidated) for the financial year ended 31st March, 2024 and Auditors Report thereon.

FINANCIAL RESULTS

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

DIVIDEND & RESERVES

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

AUTO INDUSTRY

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

.

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

*As per Society of Indian Automobile Manufacturers (SIAM)

COMPANY S PERFORMANCE OPERATIONS

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

STANDALONE

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

CONSOLIDATED

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

Share Capital

Authorised & Issued, Subscribed and Paid up Capital

As on 31st March 2024,

a) Authorised share capital of the Company isRs.79,45,00,000/- comprising of 79,45,00,000 Equity Shares ofRs.1 each.

b) Issued, subscribed and paid-up Equity Share capital of the Company isRs.12,18,81,498/- comprising of 12,18,81,498 Equity Shares ofRs.1 each.

There was no change in Authorised, Issued, Subscribed and Paid up capital during the financial year 2023-24.

SUBSIDIARY COMPANIES

Pricol Asia Pte Limited, Singapore

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

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

PT Pricol Surya Indonesia

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

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

PT Sripri Wiring Systems, Indonesia

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

Pricol Asia Exim DMCC, Dubai

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

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

Pricol Electronics Private Limited, India

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

OUTLOOK, OPPORTUNITIES, CHALLENGES, RISKS &

CONCERNS

Global Economy:

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

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

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

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

Indian Economy:

Despite uncertainty from adverse geopolitical developments and expansionary fiscal measures taken

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

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

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

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

The Indian Automotive Sector

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

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

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

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

Furthermore, the industrys growth trajectory is underscored by strategic investments and collaborations, both domestic and internationally. From Tata MotorsRs.acquisition of Renault Nissans infrastructure upgrades and Mahindra & Mahindras partnership with global investors for electric vehicle expansion, the sector has witnessed significant developments. The governments supportive policies, coupled with initiatives like the Bharat NCAP and the Vehicle Scrappage Policy, further reinforce the industrys commitment to sustainability and safety. As India chalks its plans towards becoming a global manufacturing and R&D hub, these initiatives are pivotal in making India to lead in the automotive sector leads in terms of innovation, sustainability, and economic growth.

The Indian Auto AnciNaries Sector

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

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

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

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

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

Growth Drivers:

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

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

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

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

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

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

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

Risk:

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

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

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

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

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

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

RISK MANAGEMENT

Risk Management Committee of the Board was constituted in accordance with Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Risk Management Committee is responsible to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for development and implementation of a Risk management Policy for the Company including identification therein elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company and is responsible for reviewing the risk management plan and its effectiveness.

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. During the year, Risk Management Committee periodically met to identify, monitor, evaluate and manage the risks of the Company. At present, the Company has not identified any element of risk which may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has internal control systems commensurate with the nature of its business, the size, and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

The Company also adopted policies and procedures for the governance of the orderly and efficient conduct of its business including adherence to Companys policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and its disclosures. The Company has well documented policies and standard operating procedures covering all financial and operating functions.

The Companys internal control systems have been strengthened taking into account the nature of business and size of operations to provide for:

• Reliability and integrity of financial and operational information;

• Effectiveness and efficiency of operations and assets;

• Compliance with applicable statutes, policies, listing requirements and management policies & procedures.

To further strengthen the internal control system, the Company has a well established own corporate internal audit team. Internal Audit team periodically reviews compliance of operations at all locations and all functions, inline with the documented policies and procedures and assesses the effectiveness & efficacy of the same in terms of effective internal controls. Internal audit team also monitors the status of management

actions on the previous internal audit findings. The significant audit findings are reviewed on a quarterly basis at the Audit Committee meetings. The Audit Committee at its meetings regularly reviews the financial, operating, internal audit & compliance reports to improve performance. The heads of various monitoring / operating departments are present for the Audit Committee meetings to answer queries raised by the Audit Committee.

Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the internal, statutory, cost, and secretarial auditors and external agencies including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2023-24.

The Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015. Statutory Auditors review the quarterly financial results at the end of each quarter and audit the annual financial statements at the end of each financial year.

CODE OF CONDUCT

1) Code of fair disclosure of UPSI

The Company has adopted a Code of Conduct to regulate, monitor and report trading by Designated Persons. This Code of Conduct is intended to prevent misuse of Unpublished Price Sensitive Information

("UPSI”) by designated persons and their immediate relatives. The said code lays down guidelines, which advises Designated Persons on the procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautions them on consequences of non-compliances. The Company has Code of practices and procedures for fair disclosures of unpublished price sensitive information by including a policy for determination of legitimate purposes. Further, the Company has put in place adequate & effective system of internal controls and standard processes to ensure compliance with the requirements given under these regulations to prevent insider trading. The same is available on the website of the Company https://pricol.com/wp- content/uploads/2023/01 / Code-of-Fair- Disclosure.pdf.

2) Code of conduct for directors and senior management of the company

The Company has adopted the Code of Conduct for Directors and Senior Management of the Company. The same is available on the website of the Company https://pricol.com/wp-content/ uploads/ 2023/04/ Code-of-Conduct-Board-of-Directors-Senior- Management-Personnel.pdf FINANCE

During the year, the Company has not accepted / renewed any deposit from public. The total deposits remained unpaid or unclaimed as at 31st March, 2024 is Nil. There is no default in repayment of deposits or payment of interest thereon during the year. The Company undertook several steps to keep a control over borrowings and cost of borrowings.

CREDIT RATING :

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

Credit Agency	Facility	Present Ratings	Previous Ratings
CRISIL	Long Term -Rs.14,500 Lakhs	CRISIL A / Stable - Upgraded	CRISIL A - / Stable
India Ratings and Research	Fund-Based and Non Fund-Based Working Capital Limits-Rs.8,000 Lakhs	IND A / Stable / IND A1 - Upgraded	IND A - / Stable / IND A2+
	Long Term Loans -Rs.2,772 Lakhs (reduced fromRs.4,560 Lakhs)	IND A / Stable - Upgraded	IND A- / Stable

RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on Related Party Transactions, in line with the requirements of the Companies Act, 2013 ("Act") and the SEBI Listing Regulations. During the financial year under review, all related party transactions that were entered by the Company were approved by the Audit Committee and were on 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 the Audit Committee. None of the Contracts, Arrangements or transactions with related parties required approval of the Board / Shareholders under Section 188(1) of the Act or 23(4) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

During the year, there were no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the Standalone/Consolidated financial statements forming part of this Report & Annual Accounts 2023-24.

The Company has also adopted the Policy on Related Party Transactions and the same is available on the website of the Company at https://pricol.com/wp- content/uploads/2023/04/Policy-on-Related-Party- Transactions.pdf

DIRECTORS

Independent Director

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

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

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

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

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

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

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

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

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

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

In the opinion of the Board, the Independent Directors appointed / re-appointed during the year have the integrity, expertise and experience (including the proficiency) to act as independent director of the Company.

EXECUTIVE DIRECTOR / NON INDEPENDENT DIRECTOR

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

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

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

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

EVALUATION BY THE BOARD, COMMITTEE & INDEPENDENT DIRECTORS

In accordance with applicable provisions of the Companies Act, 2013 (‘Act) and SEBI Listing regulations, the Board has made a formal annual evaluation of its own performance, Committees of the Board, Independent Directors and Individual Directors of the Company. The 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 25th January 2024, Independent Directors had a separate meeting in which they evaluated the performance of the Non-Independent Directors, the Board as a whole and Chairman of the Company, based on the criteria laid down under Nomination and Remuneration policy, Code of Conduct & SEBIs guidance note and satisfied with their performance.

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

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, the Key Managerial Personnel of the Company as stipulated under Companies Act, 2013 are Mr.Vikram Mohan, Managing Director, Mr.Priyadarsi Bastia, Chief Financial Officer & Mr.T.G.Thamizhanban, Company Secretary.

STATUTORY AUDITORS

M/s. VKS Aiyer & Co., Chartered Accountants, Coimbatore (ICAI Firm Registration No: 000066S), were reappointed as Statutory Auditors of the Company, at the AGM held on 9th August, 2023, for the second term of five

(5) years, from the conclusion of 12th Annual General Meeting until the conclusion of the 17th Annual General Meeting of the Company to be held in the calendar year 2028.

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

The report of the Statutory Auditor forms part of this Report and Annual Accounts 2023-24. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

COST AUDITOR

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act .

The Board of Directors at their meeting held on 15th May 2024, on the recommendation of the Audit Committee, appointed Mr.G.Sivagurunathan, Cost Accountant, (ICWAI Membership No: 23127), as the Cost Auditor for conducting the Cost Audit for the financial year 2024-25, at a remuneration ofRs.3.00 Lakhs in addition to reimbursement of travel and out-of pocket expense. Mr.G.Sivagurunathan have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years.

A resolution seeking membersRs.ratification of the remuneration payable to Cost Auditor is included in the AGM Notice. The Cost Audit Report will be filed within the stipulated period.

SECRETARIAL AUDITOR

The Board has appointed M/s.P.Eswaramoorthy and Company, (FCS No.: 6510, CP No.: 7069) Practicing Company Secretaries to conduct Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report for the financial year 20232024, as per Section 204 of the Companies Act and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as "Annexure A". There are no qualifications, observations, adverse remarks or disclaimer in the said report.

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively. The Company had complied with the applicable Secretarial Standards.

CSR INITIATIVES

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 implementing agencies in addition to the CSR activities directly undertaken by the Company. The CSR Policy is available on the website of the Company https://pricol.com/wp-content/uploads/2023/01/CSR- Policy_21.pdf. The Annual Report on CSR activities is annexed herewith as "Annexure B".

DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS

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

Employee Engagement

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of annual accounts, the applicable accounting standards have been followed and that there were no material departures;

b) they had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they had prepared the annual accounts on a going concern basis;

e) they had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

DISCLOSURES:

1. Independent Directors have given declarations that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

2. Salient features of the Nomination and Remuneration Policy is disclosed in the Report on Corporate Governance.

3. Qualification, reservation or adverse remark or disclaimer made by Statutory Auditor & Secretarial Auditor in their report: NIL

4. The particulars of Loans, Guarantees and Investments made by the Company under Section 186 of the Companies Act, 2013 are given in Note.64 to the Standalone Financial Statements.

5. Disclosure as required under Schedule V (A) (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Note.65 to the Standalone Financial Statements.

6. There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status and the Companys operations in future.

7. There is no change in nature of business of the Company during the year.

8. Material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report: NIL.

9. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure C".

10. Annual Return:

Pursuant to Section 92 (3) of the Companies Act,

2013 and Rule 12 of Companies (Management and Administration) Rules, 2014, Annual Return in Form MGT-7 is available at the Companys website at https://pricol.com/wp-content/uploads/2024/ 06/Before-AGM.pdf.

11. Particulars of Remuneration to Directors and Employees:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 is annexed herewith as "Annexure D".

12. Details of transactions of the listed entity with any person or entity belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the listed entity:

Details are given in Note.63 to the Standalone Financial Statements.

13. Number of other board of directors or committees in which a director is a member or Chairperson, including separately the names of the listed entities where the person is a director and the category of directorship:

Disclosed in the Report on Corporate Governance "Annexure E", point no: 2.

14. Detailed reasons for the resignation of an independent director who resigns before the expiry of his tenure along with a confirmation by such director that there are no other material reasons other than those provided.

Not Applicable

15. Business Responsibility and Sustainability Reporting

Business Responsibility and Sustainability Reporting as required pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI / HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated 12th July 2023, is annexed herewith as "Annexure F”.

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

Pursuant to Section 129(3) of the Companies Act,

2013, ("Act”) the consolidated financial statements of the Company and its subsidiaries prepared in accordance with the relevant Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,

2014, forms part of this Annual Report.

The information as required under the first proviso to sub-section (3) of Section 129 in Form AOC-1 is annexed herewith as "Annexure G”.

17. Names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year;

During the year:

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

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

18. Particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto:

All the related party transaction entered by the Company during the financial year 2023-24 are in the ordinary course of business and at 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 this Report.

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

Key Financial Ratios	2023-24	2022-23	% Change	Explanations, if any
i) Debtors Turnover	8.06	7.51	7.42	Not Applicable
ii) Inventory Turnover	7.85	7.39	6.23
iii) Current Ratio	1.26	1.14	10.38
iv) Interest Coverage Ratio	14.92	11.82	26.23	Reduction in term loans
v) Debt Equity Ratio	0.06	0.13	(55.91)
vi) Operating Profit Margin	8.97	7.78	15.29	Not Applicable
vii) Net Profit Margin (%) or sector-specific equivalent ratios, as applicable.	5.97	6.01	(0.68)

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

Particulars	2023-24	2022-23	% Change	Explanations, if any
Return on Net Worth	0.18	0.18	—	Not Applicable

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

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

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

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

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

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

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

27. There are no agreements that subsist as on date under clause 5A to para A of part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CORPORATE GOVERNANCE

Your Company re-affirms its commitment to good corporate governance practices. The Company complies with corporate governance requirements specified in regulation 17 to 27 and regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, whichever applicable.

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Report on Corporate Governance which forms a part of this Report, has been annexed herewith as "Annexure E".

Chief Executive Officer and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Practicing Company Secretarys Certificate regarding compliance of conditions of Corporate Governance, is made a part of this DirectorsRs.Report. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct for the year 2023-24.

CAUTIONARY STATEMENT

Management Discussion and Analysis forming part of this Report is in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and such statements may be "forward-looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied, important factors that could make a difference to the 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.

For and on behalf of the Board

	Vanitha Mohan
Date : 15th May 2024	Chairman
Place : Coimbatore	(DIN : 00002168)