IP Rings Ltd

AGM / Board changes

• Intimation of board changes including re-appointment of a non-executive director.
• Intimation of appointment of a new non-executive director.

Resolutions & status

• Re-appointment of a non-executive director liable to retirement by rotation.

Voting status

• Voting results not disclosed in the filing.

agm details

• AGM held on 24 August 2026 from 11:30 AM to 12:31 PM IST via VC/OAVM.
• Record date for eligibility: 17 August 2026.
• Quorum: 48 members attended via VC.
• Remote e-voting window: 21–23 August 2026; AGM voting conducted.

key resolutions

• Adopt Audited Financial Statements for the year ended March 31, 2026.
• Re-appoint Muthalagu Govindarjan as Non-Executive, Non-Independent Director.
• Appoint Nagarajan Balavijayan as Non-Executive, Non-Independent Director.
• Ratify remuneration payable to Cost Auditor for FY 2026-27.

voting results

• Resolution 1 passed with 99.99% in favour, 0.01% against.
• Resolution 2 passed with 99.99% in favour, 0.01% against.
• Resolution 3 passed with 99.99% in favour, 0.01% against.
• Resolution 4 passed with 99.99% in favour, 0.01% against.

auditor appointment

• Cost Auditor appointed: A. N. Rnman & Associates for 2026-27.

Q1 FY27 review highlights

• Standalone unaudited results for quarter ended June 30, 2026 reviewed; no audit opinion issued.
• Covers IP Rings Limited (Parent), IPR North America Inc. (Subsidiary), IPR Eminox Technologies Private Limited (JV).
• Group share of net profit after tax: Rs 2.19 lakhs for the JV quarter ended June 30, 2026.
• JV interim financials were reviewed; basis for group profit numbers.
• One subsidiary's interim results not reviewed by its auditors; deemed not material to the Group.
• Our conclusion on the consolidated results is not modified.
• Auditors' report date: August 13, 2026.

Financial results approved

• Unaudited standalone and consolidated results for quarter ended June 30, 2026 approved.
• Limited Review Reports by M.S. Krishnaswami & Rajan enclosed with results.
• Results to be published in newspapers as required under Regulation 47.
• Results prepared in accordance with Ind AS 34 and applicable regulations.

Auditor reports and notes

• Independent auditors' review found no material misstatement in the results.
• Group's share of net profit after tax from one joint venture: Rs 2.19 lakhs.
• Consolidated results include one subsidiary not reviewed; considered immaterial.

AGM notice and advertisement

• Newspaper advertisements published July 28, 2026 for IP Rings' 35th AGM.
• AGM scheduled for August 24, 2026 and to be held via Video Conference/OAVM.
• E-voting facility available; includes remote e-voting and VC/OAVM participation.
• Ads published in Financial Express (English) and Makkal Kural (Tamil).
• Advertisement also uploaded on IP Rings' website.
• Regulatory references: SEBI LODR and MCA Circular No. 03/2025.

AGM notice and shareholder communications

• Letters dispatched to shareholders with unregistered emails providing web link to FY 2025-26 Annual Report.
• AGM scheduled for 24 August 2026 at 11:30 IST via VC/OAVM.
• Notice and Annual Report sent electronically only to registered-email shareholders as on 17 Aug 2026.
• Non-registered-email shareholders urged to complete KYC via IP Rings or RTA portals.

AGM Details

• AGM date/time: Aug 24, 2026, 11:30 IST, via VC/OAVM.
• Cut-off for e-voting: Aug 17, 2026.
• Remote e-voting: Aug 21–23, 2026.
• Mode: VC/OAVM; deemed venue at registered office.

Key Resolutions

• Adopt standalone audited financial statements for year ended Mar 31, 2026.
• Adopt consolidated audited financial statements for year ended Mar 31, 2026.
• Re-appoint Muthalagu Govindarajan as Non-Executive, Non-Independent Director for 1 year.
• Appoint Nagarajan Balavijayan as Non-Executive, Non-Independent Director liable to retire by rotation.
• Ratify remuneration of Cost Auditor for FY 2026-27 at Rs 165,000 per annum.

Director Changes

• Govindarajan appointed Additional Director; proposed reappointment as Non-Executive Non-Independent for Aug 2026–Aug 2027.
• Balavijayan appointed Additional Director; proposed as Non-Executive Non-Independent Director.

Auditors

• Cost Auditor remuneration Rs 165,000 per annum, excluding taxes; remuneration to be ratified by members.

AGM & governance

• 35th AGM scheduled for 24 Aug 2026 via VC/OAVM.
• Muthalagu Govindarajan reappointed as Non-Executive Director for 1 year.
• Nagarajan Balavijayan appointed Non-Executive Director (from 29 May 2026).
• Ryosuke Hasumi resigned as Director effective 14 May 2026.
• Board size six; independent directors met 11 Mar 2026.
• Audit Committee: Vikram Vijayaraghavan (Chair), Anandi Iyer, Navin Paul.
• Secretarial audit: no qualifications; conducted by R Mukundan.

Financial highlights

• Standalone revenue from operations: ₹33,678.62 lakh; up from ₹30,337.55 lakh.
• Standalone EBITDA (PBDIT): ₹3,499.50 lakh.
• Standalone PBT: ₹380.01 lakh; PAT: ₹269.18 lakh; EPS: ₹2.12.
• Consolidated total income: ₹34,319.49 lakh; PAT: ₹171.93 lakh; EPS: ₹1.36; net worth: ₹10,309.37 lakh.
• Cash from operations: ₹835.50 lakh; investing: ₹(1,554.40) lakh; financing: ₹658.85 lakh; net cash: ₹(60.05) lakh.
• Geography: India ₹21,323.68 lakh; USA ₹1,704.07 lakh; Thailand ₹9,118.89 lakh; France ₹771.92 lakh; Rest of world ₹518.80 lakh; Others ₹241.26 lakh.
• Two customers together contribute ~32.48% of revenue; two customers are >10% each.
• Capex: PPE gross ₹26,507.45 lakh; CWIP ₹348.19 lakh; ROU gross ₹657.34 lakh; Intangibles ₹747.51 lakh.
• R&D highlights include aerospace materials, coatings, and advanced manufacturing processes.
• Dividend: no dividend declared for 2025-26.
• Labour Codes impact (exceptional item): gratuity +₹115.11 lakh; leave +₹22.10 lakh.

Capital structure & liquidity

• Long-term borrowings ₹5,549.74 lakh; short-term borrowings ₹6,434.24 lakh; lease ₹197.32 lakh.
• Net debt ₹₹11,926.53 lakh; net debt to equity 1.13.
• Undrawn facilities: ₹2,805.00 lakh within 1 year; ₹124.28 lakh term loan.
• Cash & cash equivalents ₹163.25 lakh; investments ₹310.49 lakh.
• Single operating segment; no subsidiary debt defaults during the year.

Operations & geography

• Single segment: automotive components; products are Piston Rings, Forgings, Crank Pin, Tooling.
• Forgings ~70% of sales; Rings 20%; Crank Pin 8%; Tooling 2%.
• Revenue by geography: India ₹21,323.68 lakh; abroad ₹12,113.81 lakh (USA ₹1,704.07; Thailand ₹9,118.89; France ₹771.92; Rest of world ₹518.80).
• Capex focus on growth and efficiency; energy agreements via solar and wind to cut costs.
• Energy initiatives include solar with Silicon Ventures and wind energy with K. Ramakrishnan Clean Energy.

Governance & risk management

• CSR requirements not applicable for 2025-26; CSR committee active.
• POSH compliance in place; no harassment cases.
• Internal controls considered adequate; internal audit by SKR & Co.
• Code of conduct for directors and senior management in place.
• Independent directors have affirmed compliance and registration with IICA databank.

Related party transactions & audit

• RPTs were ordinary-course and at arm’s length; no material conflicts.
• Promoters/shareholders stake: Simpson & Co Ltd 39.18%; Tractor & Farm Equipment 11.36%; Nippon Piston Ring 5.56%; Amalgamations 5.45%.
• Key RPTs disclosed; Note 49 details transactions with related parties.
• Statutory auditors: M.S. Krishnaswami & Rajan; Cost auditors: A.N. Raman & Associates; Secretarial: R. Mukundan.

Contingencies & commitments

• Contingent liabilities: Bank guarantees ₹15.85 lakh; Income tax matters ₹21.10 lakh; others ₹17.15 lakh.
• Capital commitments not provided: ₹220.01 lakh; LC: ₹119.86 lakh.
• Value of imports CIF: Raw materials ₹1,279.17 lakh; Capital goods ₹724.61 lakh.
• Labour Codes impacted liabilities: gratuity ₹115.11 lakh; leave ₹22.10 lakh (exceptional item).

ESG, energy & sustainability

• Energy-conservation measures across units; solar and wind energy arrangements reduce costs.
• In-house tooling and automation initiatives to improve energy efficiency and productivity.
• R&D investments support aerospace and EV-related product development.

Dematerialisation status

• Registrar and Transfer Agent processed dematerialisation requests for the reporting period.
• Dematerialised securities have been listed on the stock exchange where earlier issues are listed.
• Physical certificates for dematerialisation were mutilated and cancelled; depository named as registered owner within prescribed timeline.