The Board of Directors are pleased to present the 40^th Annual Report of India Nippon Electricals Limited ("the Company") along
with the audited financial statements (Standalone and Consolidated) for the financial year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS

2. FINANCIAL AND OPERATIONAL PERFORMANCE

Our total revenue grew by 16% year-on-year (YoY)
to ?84,483 Lakhs, reflecting the growing demand
for our products and the strength of our customer
relationships. Profit After Tax (PAT) stood at ?8,203
Lakhs, a commendable 38% increase from the previous
year. We continued to enhance profitability, with
EBITDA increasing from ?9,126 Lakhs to ^ 12,363
Lakhs. This improvement was driven by our focused
efforts on optimizing material costs and expanding our
footprint in exports and aftermarket segments, which
contributed to a healthy uptick in gross margin from
31.2% in 2023-24 to 32.1% in 2024-25.

2.1. Transfer to Reserves

The Company retained the entire surplus in the Profit
and Loss Account and hence no transfer to General
Reserve was made during the Year.

3. INTERNAL FINANCIAL CONTROLS SYSTEMS AND
ADEQUACY

The Company has established a robust internal
financial framework including Internal Controls over

Financial Reporting and anti-fraud framework. The
Company’s internal control systems are commensurate
with the nature of its business, the size and complexity
of its operations and such internal financial controls
concerning the financial statements are adequate. The
Company has engaged an auditor who is a strong and
independent external firm specializing in internal audit.

Internal Audit firm functionally reports to the Chairman of
the Audit Committee, thereby maintaining its objectivity
and independence. The framework is regularly
reviewed by the management and audit committee and
strengthened, from time to time to ensure adequacy
and effectiveness of internal financial controls. While
Internal controls over Financial Reporting is certified by
the Statutory Auditors, the Chief Financial Officer and
the Managing Director certifying the adequacy of over¬
all Financial Controls to the Audit Committee and Board
on quarterly/ annual basis.

The Current system of internal financial control is
aligned with statutory requirements. Effectiveness
of internal financial control is ensured through

management reviews, controlled self-assessment and
independent testing by external independent Internal
Auditor.

4. CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Act, the
Company has undertaken CSR activities, projects and
programs, excluding activities undertaken in pursuance
of its normal course of business. We are committed
to actively contribute towards the development of a
sustainable society.

For the year 2024-25, a number of CSR projects/
programs were undertaken and based on the
recommendation of the CSR Committee, the Board
had approved an amount of ' 1,06,23,000 i.e., 2% of
the average qualifying net profits of the last three
financial years on CSR activities. After setting off the
previous year’s excess spent of ' 1 1,563, the balance
' 1,06,11,437 was required to be spent towards CSR
projects against which the Company had spent
' 1,15,09,492 which is ' 8,98,055 in excess of the CSR
obligation for the year which shall be carried forward to
the FY 2025-26.

In addition to the projects specified as CSR activities
under Section 135 of the Act, the Company has also
carried out several other sustainability/ responsible
business initiatives to the community and most of the
activities were carried out near to the locations of the
factory.

The Annual Report on CSR containing the Composition
of the CSR Committee, salient features of the CSR Policy,
details of activities, and other information as required
under Companies (Corporate Social Responsibility
Policy) Rules, 2014 are provided in Annexure to this
report. The CSR Policy may be accessed on the
Company’s website at the link: https:// indianippon.
com/policies/

5. SUBSIDIARY COMPANY AND THE CONSOLIDATED
FINANCIAL STATEMENTS:

a) Subsidiary Company: PT Automotive Systems

Indonesia (PTASI)

PT Automotive Systems Indonesia (PTASI) had

applied for liquidation, and the final accountability

report of the liquidator, dated 10^th January 2025,
was duly approved by the shareholders of the
company.

Subsequently, the winding-up process of PTASI
has been completed, and the liquidation proceeds
were received on 24^th June 2025. The company
is currently awaiting confirmation from the
Indonesian authorities regarding the removal of its
name from the Register of Companies. Financial
position of the subsidiary is provided in Form
AOC-1 as required under Section 129 (3) of the
Companies Act 2013.

b) Consolidated Financial Statements

The Consolidated Financial Statements of the
Company is prepared in accordance with the
provisions of Section 129 (3) of the Companies
Act 2013 read with the Companies (Accounts)
Rules, 2014 and Regulation 33 of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015. Pursuant to the provisions
of Section 136 of the Companies Act, 2013, the
audited financial statements of the subsidiary
have been placed on the website of the Company
at https://indianippon.com/investor/ and will be
made available to the members on receipt of a
request from them.

c) Joint venture or Associates

The Company does not have any Joint venture or
Associate Company.

6. REMUNERATION RECEIVED BY MANAGING/ WHOLE
TIME DIRECTOR FROM THE COMPANY, HOLDING OR
SUBSIDIARY COMPANY

For the financial year 2024-25, a remuneration of
' 384.46 Lakhs, including commission of ' 150 Lakhs,
subject to applicable taxes, was approved for Mr. Arvind
Balaji, Managing Director, by the Board of Directors
at their meeting held on 30^th May 2025. This approval
was based on the recommendation of the Nomination
and Remuneration Committee and is within the limits
approved by the shareholders at the Annual General
Meeting held on 21^st September 2022. During the
year, Managing Director received a commission of ' 8
Lakhs from the holding company, Lucas Indian Service
Limited.

7. DIVIDEND

a. Declaration and Payment of Dividend

The Board of Directors, at their meeting held on
13^th February 2025, declared an interim dividend
of ' 12.50 per equity share of face value ' 5 each,
representing a dividend rate of 250% on the face
value, for the financial year under review. Your
Directors recommend consideration of the same
as final dividend for the year which absorbs a
total sum of ' 2827.68 Lakhs for the year ended
31^st March, 2025.

As per the Income-Tax Act, 1961, dividends paid
or distributed by the Company shall be taxable in
the hands of the shareholders. Accordingly, the
Company makes the payment of the dividend
from time to time after deduction of tax at source.

b. Dividend Distribution Policy

The Dividend recommended is in accordance with
the Dividend Distribution Policy of the Company.
According to Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
("Listing Regulations") the Board had adopted a
Dividend Distribution Policy, which has been placed
on the website of the Company and can be accessed
at the link: https://indianippon.com/policies/.

8. PUBLIC DEPOSITS

During the year, the Company has not accepted any
deposits from the public falling within the ambit of
Section 73 or Section 76 of the Companies Act, 2013
read with Companies (Acceptance of Deposits) Rules,
2014. No amount on account of principal or interest on
deposits from the public was outstanding as on 31^st
March, 2025.

9. FAMILIARIZATION PROGRAM

The Company has put in place a familiarization
program for all its Directors including the Independent
Directors. The familiarization program for Independent
Directors in terms of provisions of Regulation 46(2)(i)
of the Listing Regulations is uploaded on the website of
the Company at https://indianippon.com/investor/

10. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The information on the Conservation of energy,
technology absorption and Foreign exchange earnings
and outgo as stipulated under Section 134(3) (m) of the
Act, read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 is set out in the Annexure to this Report.

11. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, 2015 read with SEBI Master Circular No.
SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11^th July,
2023, the Business Responsibility and Sustainability
Report ('BRSR') for 2024-25 has been prepared on
a voluntary basis, based on the framework of the
National Guidelines on Responsible Business Conduct
and in the format prescribed by SEBI.

12. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details
as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
annexed to this Report.

Disclosures with respect to the remuneration of
Directors and employees as required under Section
197 of the Companies Act, 2013 and Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, has been appended
as Annexure to this Report.

The statement containing names of the top ten
employees in terms of remuneration drawn and the
particulars of employees as required under Section
197(12) of the Act read with Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, forms
part of this Report. In terms of Section 136(1) of the
Act, the Annual Report is being sent to the Members,
excluding the aforesaid statement. The statement is
open for inspection upon request by the Members and
any Member desirous of obtaining the same may write
to the Company Secretary at investors@inel.co.in.

13. ANNUAL RETURN

The copy of draft Annual Return in Form MGT-7,
prepared as per Section 92(3) of the Act read with Rule
11 of the Companies (Management and Administration)
Rules, 2014 is placed on the website of the Company
at https://indianippon.com/. The Annual Return will
be submitted to the Registrar of Companies within the
timelines prescribed under the Act.

14. RISK MANAGEMENT COMMITTEE

The Board of Directors of the Company has formed a
Risk Management Committee to frame, implement, and
monitor the risk management plan for the Company.
The Committee is responsible for reviewing the risk
management plan and ensuring its effectiveness.
The Committee considers the risks that impact the
mid-term to the long-term objectives of the business,
including those reputational in nature.

The Company has an elaborate risk charter and risk
policy defining the risk management governance
model, risk assessment, and prioritization process. As
per Schedule II to SEBI (LODR) Regulations, the Risk
Management Policy was amended and approved by the
Board in its meeting held on 13^th November, 2024. The
policy can be accessed at https://indianippon.com/
policies/.

Further, the Risk Management Committee reviews and
monitors the key risks and their mitigation measures
periodically and provides an update to the Board on the
Company’s risks outlined in the risk registers. There are
no risks which in the opinion of the Board threaten the
existence of the Company. The Audit Committee has
additional oversight in the area of financial risks and
controls.

15. CORPORATE GOVERNANCE AND MANAGEMENT
DISCUSSION AND ANALYSIS

The Company has complied with the corporate
governance requirements under the Act, and the
Listing Regulations. A separate section on Corporate
Governance along with a certificate from the Practicing
Company Secretary confirming compliance forms an
integral part of this Annual Report. A detailed report
on Management Discussion and Analysis also forms
an integral part of this Annual Report and covers the

consolidated operations reflecting the nature of our
business.

16. DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls
and compliance systems established and maintained
by the Company, work performed by the internal,
statutory, cost, and secretarial auditors including
the audit of internal financial controls over financial
reporting by the statutory auditors and the reviews
performed by the management and the relevant Board
Committees, including the Audit Committee, the Board
is of the opinion that the Company’s internal financial
controls were adequate and operating effectively
during the financial year 2024-25.

Pursuant to Section 134 (5) of the Act, the Board of
Directors, to the best of their knowledge and ability,
confirm that for the financial year ended 31^st March,
2025:

a. In the preparation of the annual accounts, the
applicable accounting standards have been
followed and there are no material departures;

b. They have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company at the end of the financial year
and of the profits of the Company for that period;

c. They have 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 have prepared the annual accounts on a
'going concern basis’;

e. They have laid down internal financial controls
for the Company which are adequate and are
operating effectively;

f. They have devised a proper system to ensure
compliance with the provisions of all applicable
laws and such systems are adequate and are
operating effectively.

17. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

17.1.Independent and Non-Executive Directors: Appointment, Re-appointment, Resignation, Retirement etc.:

There were no appointment or re-appointment of Independent Directors during the year 2024-25. Following table
represents the appointment and tenure of Independent Directors of your Company:

Retirement by rotation and subsequent
re-appointment:

In accordance with the provisions of Section 152
and other applicable provisions, if any, of the Act
and the Articles of Association of the Company,
Mrs. Priyamvada Balaji (DIN: 00730712), Non-Executive
Director of the Company, is liable to retire by rotation at
the ensuing AGM and being eligible has offered herself
for re-appointment.

Based on performance evaluation and recommendation
of the Nomination and Remuneration Committee, the
Board of Directors recommends her re-appointment
as a Non-Executive Director of the Company, liable to
retire by rotation. The appropriate resolution for the
re-appointment of Mrs. Priyamvada Balaji is being
placed for the approval of the shareholders of the
Company at the ensuing AGM. Details with respect
to her experience, attributes, skills, disclosure of
relationship between directors inter-se, directorships
held in other companies and committee memberships,
etc., as stipulated under Regulation 36 of the Listing
Regulations and Secretarial Standard on General
Meetings issued by ICSI, have been disclosed in the
Annexure to the Notice of the AGM. The Managing
Director and Independent Directors of the Company are
not liable to retire by rotation.

17.2. Key Managerial Personnel (KMPs):

Mr. Arvind Balaji, Managing Director, Mr. Elango
Srinivasan, CFO & Ms. S Logitha Company Secretary, are
the Key Managerial Personnel ("KMP") of the Company
in accordance with the provisions of Sections 2(51) and
203 of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014.

During the year under review, there were no changes to
the KMP or Directors of the Company.

17.3. Declaration by Independent Directors as required u/s
149:

In terms of Section 149 of the Act and SEBI Listing
Regulations, Mr. Anant J Talaulicar, Mr. Heramb R
Hajarnavis and Ms. Gangapriya Chakraverti are the
Independent Directors of the Company, as on the date
of this report.

All Independent Directors of the Company have given
requisite declarations under Section 149(7) of the
Act, that they meet the criteria of independence as
laid down under Section 149(6) of the Act along with
Rules framed thereunder, Regulation 16(1)(b) of SEBI
Listing Regulations and have complied with the Code
of Conduct of the Company as applicable to the Board
of Directors and Senior Management Personnel.

In terms of Regulation 25(8) of the SEBI Listing
Regulations, the Independent Directors have confirmed
that they are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge
their duties with an objective independent judgment
and without any external influence. The Company
has received confirmation from all the Independent
Directors of their registration on the Independent
Directors Database maintained by the Indian Institute
of Corporate Affairs, in terms of Section 150 read with
Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors
possess the requisite expertise, integrity and experience
and are persons of high integrity and repute. They
fulfill the conditions specified in the Act as well as the

Rules made thereunder and are independent of the
management.

Declaration of Independence comprising all the
requirements of Companies Act, 2013 and SEBI Listing
Regulations were received by the Company and was
taken on record by the Board after verifying the veracity
of the declarations, from Mr. Anant J Talaulicar, Mr.
Heramb R Hajarnavis and Ms. Gangapriya Chakraverti.

Further, a report by Practicing Company Secretary
certifying that none of the Directors of the Company are
debarred or disqualified is given as an annexure to this
Report.

18. MEETINGS OF THE BOARD

During the year under review, 5 meetings of the Board
of Directors were held on 30^th May, 2024, 6^th August,
2024, 13^th November, 2024, 13^th February, 2025 and
25^th March, 2025. The maximum interval between any
two meetings did not exceed 120 days, as prescribed
by the Act and the Listing Regulations. The details on
attendance by the Directors during Financial year 2024¬
25 are given in the Report of Corporate Governance
forming part of this Annual Report.

18.1. Committees of the Board

The Committees of the Board focus on certain specific
areas and make informed decisions in line with
the delegated authority. The following Committees
constituted by the Board function according to their
respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders’ Relationship Committee

• Risk Management Committee

Details of composition, terms of reference and number
of meetings held for respective committees are given in
the Report on Corporate Governance, which forms part
of this report. During the year, all recommendations of
the Committees of the Board which were mandatorily
required have been accepted by the Board.

18.2.Separate meeting of Independent Directors & Board
evaluation:

The Company conducted a separate meeting of
Independent Directors as per the requirements of the
Companies Act, 2013 and SEBI Listing Regulations on
13^th February, 2025.

The annual evaluation process of the Board of Directors,
individual Directors and committees were conducted
in accordance with the provisions of the Act and the
SEBI Listing Regulations. The Board was evaluated
on following parameters: The Board evaluated its
performance after seeking inputs from all the Directors
on the basis of criteria such as Strategy, Performance
Management & Succession Plan, Execution,
Investments, M&A and Financial Controls, Talent
Management, Risk Management, Core Governance
& Compliance, Review of Information, Monitoring of
Committee.

Committees were evaluated on the parameters like
Functions and Duties, Management Relations, Support
to the Committee and overall.

The Board and the NRC reviewed the performance of
individual Directors on the basis of criteria such as the
contribution of the individual Director to the Board and
committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution
and inputs in meetings, etc

In a separate meeting of Independent Directors,
performance of Non-Independent Directors and the
Board as a whole was evaluated. Additionally, they
also evaluated the Chairman of the Board, taking into
account the views of Executive and Non-executive
Directors in the aforesaid meeting. The Board also
assessed the quality, quantity and timeliness of flow of
information between the Company management and
the Board that is necessary for the Board to effectively
and reasonably perform their duties. The above
evaluations were then discussed in the Board meeting
and performance evaluation of Independent Directors
was carried out by the entire Board, excluding the
Independent Directors being evaluated. The separate
meeting of Independent Directors for 2024-25 was held
pursuant to Schedule IV to the Companies Act, 2013
& Regulations 17 & 25 of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015.

19. POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION

The Company’s Policy on Directors’ appointment and
remuneration and other matters provided in Section
178(3) of the Act has been briefly disclosed hereunder
and in the Report on Corporate Governance, which
forms part of this report.

19.1. Selection and procedure for nomination and
appointment of Directors:

The Nomination and Remuneration Committee ("NRC")
of the Board is entrusted with the responsibility for
developing competency requirements for the Board,
based on the industry and strategy of the Company.
The Board composition analysis reflects an in-depth
understanding of the Company, including its strategies,
environment, operations, financial condition and
compliance requirements.

The NRC makes recommendations to the Board
regarding the appointment/re-appointment of
Directors, and Key Managerial Personnel ("KMP") and
other members of the Senior Management. The role
of the NRC encompasses conducting a gap analysis
to refresh the Board periodically, including each time a
Director’s appointment or re- appointment is required.

The NRC is also responsible for reviewing the
profiles of potential candidates vis-a-vis the required
competencies, undertaking reference, and due
diligence, and meeting potential candidates before
making recommendations of their nomination to
the Board. The appointee is also briefed about the
specific requirements for the position including expert
knowledge expected at the time of appointment.

The Company has a Nomination and Remuneration
Policy in place and the same can be accessed at
https://indianippon.com/policies/.

20. AUDITORS

20.1 Statutory Auditors

M/s Deloitte Haskins & Sells LLP Chartered
Accountants, were appointed for a period of five years

from the conclusion of the 32^nd Annual General Meeting
held on 24^th August, 2017 and were re-appointed for
a second term of 5 years from the conclusion of the
Annual General Meeting held on 21^st September, 2022
until the conclusion of the Annual General Meeting to
be held in the year 2027. Based on the approval of the
Shareholders at the AGM held in 2022, the Board of
Directors had fixed a fee of ' 26 Lakhs per annum plus
applicable taxes and reimbursement of out-of-pocket
expenses for the Statutory Auditors for 2 years from
2022-23.

Further, the Board of Directors at their meeting held on
6^th August, 2024 had increased the fee from ' 26 Lakhs
to ' 30 Lakhs per annum plus applicable taxes and
reimbursement of out-of-pocket expenses for 2 years
from 2024-25.

The Statutory Auditors have issued an unmodified
opinion on the financial statements for the FY 2024¬
25. The Statutory Auditor’s report does not contain
any qualifications, reservations, adverse remarks or
disclaimers, which would be required to be dealt with in
the Boards’ Report.

20.2. Cost Auditors

Pursuant to Section 148(1) of the Act read with Rule
3 and 5 of the Companies (Cost Records and Audit)
Rules, 2014, the Company has maintained cost records
for FY 2024-25. The Cost Audit Report for the FY 2024¬
25 does not contain any qualification, reservation, or
adverse remark and the Report has been filed with
MCA. The Board at its meeting held on 30^th May, 2025,
approved re-appointment of Mr. K Suryanarayanan as
cost auditor for the FY 2025-26 at a remuneration of
' 3.80 Lakhs. The ratification of his remuneration shall
be included as an item in the Notice of the Annual
General Meeting as required under Section 148 (3)
of the Companies Act, 2013 read with Rule 14 of the
Companies (Audit and Auditors) Rules, 2014.

20.3. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act
and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company
appointed M/s S.A.E. & Associates LLP, Company
Secretaries LLPIN: AAM-6181 (ICSI Registration no:
L2018TN004700), to carry out the Secretarial Audit of
the Company for FY 2024-25.

The Report of the Secretarial Auditor for the FY 2024-25
is attached herewith as Annexure to this Report. There
are no qualifications, observations, adverse remarks, or
disclaimer in the said Report.

The Board of Directors, based on the recommendation
of the Audit Committee, have appointed M/s. S.A.E. &
Associates LLR Practicing Company Secretaries as the
Secretarial Auditors of the Company for a term of five
years commencing from the conclusion of 40^th AGM
till the conclusion of 45^th AGM (Audit period covering
the financial years from 2025-26 to 2029-30) and
as per Regulation 24A of the Listing Regulations, the
appointment of the Secretarial Auditor is subject to
approval of the Shareholders of the Company in the
ensuing Annual General Meeting.

M/s. S.A.E. & Associates LLP have confirmed that they
are not disqualified to be appointed as the Secretarial
Auditors of the Company.

As required by Schedule V of the Listing Regulations,
the Auditor’s Certificate on Corporate Governance
received from M/s. S.A.E. & Associates LLP is annexed
to the Report on Corporate Governance forming part of
this Annual Report.

20.4. Internal Auditors

M/s. R.G.N. Price & Co., Internal Auditors of the
Company have carried out Internal Audit for FY 2024¬
25. The reports and findings of the Internal Auditors are
periodically reviewed by the Audit Committee.

Pursuant to Section 138 of the Act read with Rule 13
of the Companies (Accounts) Rules, 2014, the Board of
Directors, based on the recommendation of the Audit
Committee, have re- appointed M/s. R.G.N. Price & Co.
as Internal Auditors of the Company for FY 2025-26.

21. SECRETARIAL STANDARDS

The Company has complied with all the applicable
provisions of Secretarial Standards on Meetings
of Board of Directors (SS-1), Secretarial Standards
on General Meetings (SS-2) issued by Institute of
Company Secretaries of India.

22. UNCLAIMED DIVIDEND

In terms of applicable provisions of the Act read with
the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
("IEPF Rules"), unclaimed dividend amounting to ' 8.66
Lakhs was transferred by the Company to the Investor
Education and Protection Fund ("IEPF"), established by
the Government of India, during the year under review.

The shares on which dividend has not been paid or
claimed by the Shareholder for seven consecutive years
or more shall also be transferred to demat account
of the IEPF Authority. Accordingly, 6576 shares were
transferred to the demat account of the IEPF Authority
during the year under review, in accordance with the
IEPF Rules, as the dividend(s) has not been claimed by
the Shareholders for 7 consecutive years or more.

The Company had sent individual notices to all the
members whose dividends are lying unpaid/ unclaimed
against their name(s) for 7 consecutive years and
followed other procedures seeking action from the
members. The list of such members is displayed on the
website of the Company.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All contracts/arrangements/transactions entered
into by the Company during the financial year under
review with related parties (as defined in the Act and
Listing Regulations) were in the ordinary course of
business and on an arm’s length basis. During the
year, the Company did not enter into any contract/
arrangement/transaction with related parties which
could be considered as material in accordance with
the Policy of the Company on Materiality of Related
Party Transaction (RPT Policy). Form AOC-2 pursuant
to Section 134(3)(h) of the Act read with Rule 8(2) of
the Companies (Accounts) Rules, 2014, is set out as
Annexure to this Report.

The details of the related party transactions as per Ind
AS-24 on Related Party Disclosures are set out in the
financial statements of the Company.

24. RELATED PARTY TRANSACTIONS

All transactions with related parties during the FY
2024-25 were reviewed and approved by the Audit
Committee and are in accordance with the Policy on
dealing with materiality of Related Party Transactions
and the Related Party Framework, formulated and
adopted by the Company. Prior omnibus approval of
the Audit Committee is obtained on a yearly basis for
the transactions which are of repetitive nature. The
transactions entered into pursuant to the omnibus
approval so granted are audited peridically and a
statement giving details of all related party transactions
is placed before the Audit Committee for their review/
approval on a quarterly basis.

All contracts/arrangements/transactions entered into
by the Company during the year under review with
related parties were in the ordinary course of business
and on arm’s length basis in terms of provisions of the
Act. There are no materially significant related party
transactions that may have potential conflict with
interest of the Company at large.

The Company’s Policy on dealing with and materiality
of related party transactions was amended during
FY 2024-25 and the updated Policy is available on its
website at https://indianippon.com/policies/.

25. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS U/S 186

The Company has not given any loans or guarantee
as specified under Section 186 of the Companies Act
2013. The details of investments are given in Note No.
8 of Notes to Accounts for the FY 2024-25. The same is
within the prescribed limits under provisions of Section
186 of the Companies Act 2013.

26. VIGIL MECHANISM / WHISTLE-BLOWER POLICY

The Company believes in the conduct of the affairs of
its constituents in a fair and transparent manner by
adopting the highest standards of professionalism,
honesty, integrity and ethical behavior. In line with the
policy, any actual or potential violation, howsoever
insignificant or perceived as such, would be a matter
of serious concern for the Company. The role of the
employees in pointing out such violations of the policy
of the Company, cannot be undermined.

Pursuant to Section 177(9) of the Act, a vigil mechanism
was established for directors and employees to report
to the management, instances of unethical behavior,
actual or suspected fraud or violation of the Company’s
code of conduct or ethics policy. The Vigil Mechanism
provides a mechanism for employees of the Company
to approach the Chairperson of the Audit Committee of
the Company for redressal. No person has been denied

access to the Chairperson of the Audit Committee.
Details of the Vigil Mechanism and Whistle Blower
Policy is available at the link: https://indianippon.com/
policies/.

27. PREVENTION OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE

The Company has adopted zero tolerance for sexual
harassment at the workplace and has formulated a
policy on prevention, prohibition, and redressal of sexual
harassment at the workplace in line with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
the rules made thereunder for prevention and redressal
of complaints of sexual harassment at workplace and
an Internal Complaints Committee has also been set up
to redress any such complaints received.

The Company is committed to providing a safe and
conducive work environment to all of its employees
and associates. Further, the Policy also gives shelter to
contract workers, trainees, apprentices of the Company
and any person visiting the Company.

During the year under review, following is the status of
complaints received by your Company:

a) Number of complaints of sexual harassment
received in the year: 2

b) Number of complaints disposed off during the
year: 2

c) Number of cases pending for more than ninety
days: 0

The Company periodically conducts sessions for
employees across the organization to build awareness
about the Policy and the provisions of the Prevention of
Sexual Harassment Act.

28. MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of
Maternity Benefit Act, 1961.

29. GENERAL

Your Directors state that no disclosure or reporting is
required in respect of the following matters as there
were no transactions on these items during the year
under review:

a) There are no significant material orders passed by
the Regulators or Courts or Tribunal, which would
impact the going concern status of the Company
and its future operation. However, Members
attention is drawn to the Statement on contingent
liabilities and commitments in the notes forming
part of the Financial Statements.

b) No fraud has been reported by the Auditors to the
Audit Committee or the Board.

c) There has been no change in the nature of
business of the Company.

d) No revision of Financial Statements or the Board’s
Report occurred during the year.

e) There were no material changes and commitments
affecting the financial position of the Company
which has occurred between the end of the financial
year of the Company to which the Financial
Statements relate and the date of the Report.

30. CHANGES IN SHARE CAPITAL:

30.1. Changes in Share Capital:

During the financial year 2024-25, there was no change
in the authorized, issued, subscribed, and paid-up share
capital of the Company.

30.2. Issue of Equity shares with differential rights

During the financial year, the Company has not issued
any equity shares with differential rights.

30.3. Issue of Sweat Equity Shares

During the financial year, the Company has not issued
any sweat equity shares.

30.4. Issue of Employee Stock Options

During the financial year, the Company has not issued
any Shares under employee stock options.

30.5. Issue of shares to Trustees for benefit of employees

During the financial year, the Company has not issued
any shares to Trustees for the benefit of employees.

30.6. Issuance of any other securities which carries a right
or option to convert into equity shares

During the financial year, the Company has not issued
any securities which carry a right or option to convert
such securities into equity shares.

31. THE DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING
THE YEAR ALONG WITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR:

During the year under review, no application was made
nor any proceedings are pending against the Company
under the Insolvency and Bankruptcy Code, 2016.

32. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There were no such instances during the year under
review.

33. ACKNOWLEDGMENTS

The Directors wish to convey their deep appreciation to
all the employees, customers, vendors, investors, and
consultants/advisors of the Company for their sincere
and dedicated services as well as their collective
contribution to the Company’s performance.

Your Directors acknowledge the continued support
received from Lucas TVS Limited, Lucas Indian Service
Limited and also wish to thank the Governments at
the Center and in the States of Tamil Nadu, Haryana
and Puducherry and our Bankers for the assistance
rendered by them from time to time.

For and on behalf of the Board of Directors

T K Balaji

Place: Chennai DIN: 00002010

Date: 13^th August, 2025 Chairman