IFB Industries Ltd

To the Members,

Your Directors have pleasure in presenting before you the 49th Annual Report of the Company together with the Audited Financial Statements of the Company for the year ended 31 March 2025.

The performance during the period ended 31 March 2025 has been as under:

Consolidated figure includes standalone figure and figure of Global Appliances & Automotive Limited (GAAL), a wholly owned subsidiary company, Thai Automotive and Appliances Pte. Ltd. (TAAL), a step-down subsidiary company, and IFB Refrigeration Limited, an Associate Company.

OPERATIONS - Standalone

Your company completed year 2024-25 with moderate increase of 14.58 % on revenue terms, and earned PBT of ' 171.26 Crores. The net revenue from operations grew by 14.63 % to ' 4,942.28 Crores. The profit before depreciation, finance cost and tax as compared to last year increased by 35.13% to ' 324.61 Crores.

OPERATIONS - Consolidated

Net Revenue from operations on consolidated basis increased by 14.73% to ' 5091.71 Crores. Profit before depreciation, finance cost and tax on consolidated basis as compared to last year increased by 41.73% to ' 319.29 Crores.

DIVIDEND

Your Directors have decided not to recommend any dividend for the financial year under review to conserve resources for working capital, capital expenditure projects, acquisition etc.

TRANSFER TO RESERVE

The company does not propose to transfer any amount to Reserve.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations), the Management Discussion and Analysis Report is enclosed as a part of this report.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

During the year under review, there is no change in the nature of the business operations of the Company.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company has taken adequate steps to adhere to all the stipulations laid down in LODR Regulations. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Secretarial Auditors of the company M/s. Patnaik & Patnaik, Company Secretaries (Firm Registration No. P2017WB064500), confirming the compliance with the conditions of Corporate Governance as stipulated under LODR Regulations is included as a part of this report.

LISTING WITH STOCK EXCHANGES

The Company's Equity shares are listed on National Stock Exchanges of India Limited and BSE Limited. Applicable annual listing fee has already been paid to the respective stock exchanges for the financial year 2025-26.

The Equity shares of the Company have been voluntarily delisted from The Calcutta Stock Exchange Limited with effect from 18th March, 2025, since there was no trading of shares due to absence of nationwide trading terminals.

DEMATERIALISATION OF SHARES

98.47% of the company's paid-up Equity Share Capital is in dematerialized form as on 31 March, 2025 and balance 1.53% is in physical form. The Company's Registrars is M/s C.B. Management Services Pvt. Ltd., having their Corporate Office at Rasoi Court, 5th Floor, 20, R.N. Mukherjee Road, Kolkata-700 001.The entire shareholding of the promoters' and promoters' group are in dematerialized form.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met seven times during the financial year from 01 April 2024 to 31 March 2025. The dates on which the meetings were held are as follows:

20 April 2024, 28 May 2024, 27 July 2024, 27 September 2024, 26 October 2024, 28 January 2025 and 26 March 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on March 31, 2025, the Company has eleven Directors of which seven are Non-Executive Directors (including one women Directors). The Company has Six Independent Directors (including one woman Independent Director).

Mr. C.S. Govindaraj (DIN: 10149022), was appointed as an Executive Director - Manufacturing, HAD Division of the Company for a period of three years with effect from 26 October 2024 and the same was approved by the shareholders of the company by passing of resolution through postal ballot on 22nd January, 2025.

Mrs. Sreedevi Pillai (DIN: 08944944) was appointed as an Independent Director of the Company by the Board of Directors it its meeting dated 28th January, 2025 for a term of one year. Her appointment was approved by the shareholders of the Company through postal ballot on 23rd April, 2025.

Mr. P. H. Narayanan (DIN: 10158148), retires by rotation and being eligible offers himself for reappointment.

Mr. Amar Singh Negi (DIN:008941850), retires by rotation and being eligible offers himself for reappointment.

Based on the recommendation of Nomination and Remuneration Committee ("NRC"), and in terms of the provisions of the Act, the Board of Directors at its meeting held on May 28, 2025 :

a. Re-appointed Mr. Amar Singh Negi (DIN:08941850) as the Whole-time Director designated as Executive Director - Service Business Head for a term of five years commencing from October 30, 2025 to October 29, 2030, subject to approval of the Members at the ensuing Annual General Meeting ("AGM"). A resolution seeking Member's approval for his re-appointment forms part of the Notice for the ensuing AGM.

b. Approved the continuation of the Office of Mr. Biswadip Gupta, (DIN: 00048258) Independent Director, who was appointed by the members by way of passing of special resolution through postal ballot on 25th March, 2022 for a period of 4 years w.e.f. 10th February, 2022. He will attain the age of 75 years on 25th December, 2025. In terms of Regulation 17(1A) of SEBI Listing Regulations as amended the consent of members by way of special resolution is sought for continuation of directorship of Mr. Gupta, beyond the age of 75 years till the expiry of his term till 9th February, 2026.

Resolutions seeking Member's approval for re-appointment of Mr Negi as an Executive Director - Service Business Head and continuation of Mr Gupta as an Independent Director of the Company beyond the age of 75 years forms part of the Notice for the ensuing AGM.

Dr. Rathindra Nath Mitra (DIN: 01071347), Independent Director passed away on 28th June 2024. The Board took note of the sad demise and take on record its deep sense of appreciation for the services rendered by him.

Mr. Raj Shankar Ray (DIN: 03498696), resigned from the post of Managing Director - HAD Business w.e.f. 12th October, 2024. Ms. Sangeeta Sumesh (DIN: 7080379), Independent Director of the Company resigned on 29th January, 2025 due to completion of her second term of appointment as Independent Director. The Board places on record its appreciation for their invaluable contribution and guidance provided to the Company.

Mr. Soumitra Goswami, who was appointed as Interim CFO from 1st April 2024, was elevated to CFO position on 26th October, 2024.

Brief particulars and expertise of the director seeking reappointment together with their other Directorship and Committee membership have been given in the annexure to the notice of the Annual General Meeting.

Apart from the above, there is no other change in the Director(s)/ KMP of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March 2025, the applicable accounting standards have been followed along with proper explanation relating to 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 profit of the company for the same 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 in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along

with Rules framed thereunder and Regulation 16(1)(b) of the SEBI LODR Regulations. In the opinion of the Board there has been no change in the circumstances affecting their status as independent directors of the Company. The Independent Directors have also confirmed the compliance pertaining to their enrolment with the databank of the independent directors maintained by The Institute of Corporate Affairs in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The declaration was placed and noted by the Board in its meeting held on 28th May, 2025.

REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and rules there to and Regulation 19 of SEBI (LODR) Regulation 2015 stating therein the Company's policy on Directors/ Key Managerial Personnel/ other employees' appointment and remuneration by the Nomination and Remuneration Committee and approved by the Board of Directors. The said policy may be referred to on company's website at www.ifeindustries.com/Legal/Policies. As part of the policy, the Company strives to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors / KMPs of the quality required to run the company successfully; Relationship between remuneration and performance is clear and meets appropriate performance benchmarks.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI LODR Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into

account the views of executive directors and non-executive Directors.

Nomination and Remuneration Committee also in a separate meeting reviewed the performance of the individual directors and the Board as a whole. In the Board meeting the performance of the Board, its committees, and individual Directors were also discussed.

AUDIT COMMITTEE

The Board has constituted an Audit Committee, the details pertaining to the composition of the audit committee are included in the report on Corporate Governance. There has been no instance during the year where recommendations of the Audit Committee were not accepted by the board.

AUDITORS' REPORT

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. The notes on Financial Statements referred to in the Auditor's Report are self-explanatory and do not call for any further explanation.

The Secretarial Auditor's Report for the year under review does not contain any qualification, reservation, or adverse remark. The Secretarial Auditor's Report submitted by Company Secretary in Practice is appended as Annexure-A, which forms part of this report. The observations of the Secretarial Auditor are self-explanatory in nature and does not call for any further explanation.

During the year under review, the statutory auditor and the secretarial auditor have not reported any instance of fraud committed in the Company by its officers or employees.

STATUTORY AUDITORS

At 48th Annual General Meeting held on 29 July 2024 the shareholders of the company appointed M/s. Price Waterhouse & Co Chartered Accountants LLP (Firm Registration No.:304026E/E-300009) as Statutory Auditors of the company for a period of five years from the conclusion of 48th Annual General Meeting of the company to the conclusion of 53rd Annual General Meeting of the company.

COST AUDITORS

Your Board has appointed M/s Shome & Banerjee, Cost Accountants as Cost Auditors of the Company for conducting cost audit for the financial year 2025-26. Accordingly, a resolution seeking approval of the members for ratifying

the remuneration payable to the Cost Auditors for Financial Year 2025-26 is provided in the Notice to the ensuing Annual General Meeting.

COSTRECORDS

The Cost accounts and records as required to be maintained under Section 148(1) of the Act are duly made and maintained by the Company.

SECRETARIAL AUDIT

In accordance with Section 204 of the Companies Act 2013, read with the rules framed thereunder, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), every listed entity is required to undertake Secretarial Audit by a Peer Reviewed Secretarial Auditor who shall be appointed by the Members of the Company, on the recommendation of the Board of Directors, for a period of five consecutive years.

Based on the recommendation of the Audit Committee, the Board, at its Meeting held on May 28, 2025, subject to the approval of the Members of the Company, approved appointment of M/s. Patnaik and Patnaik, Company Secretaries (Firm Registration No. P2017WB064500), as the Secretarial Auditors of the Company, for a term of five (5) consecutive years, to hold office of the Secretarial Auditor from the Financial Year 2025-26 upto Financial Year 2029-30. Accordingly, a resolution seeking approval of the members for the appointment of Secretarial Auditor for the Financial Year 2025-26 to 2029-30 is provided in the Notice to the ensuing Annual General Meeting.

SECRETARIAL STANDARDS

The Company has in place proper system 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is appended as Annexure-B, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies

Act, 2013, the Board of Directors of your Company constituted a CSR Committee. The Committee comprises independent director, non-executive director and executive director. CSR Committee of the Board has developed a CSR Policy which has been uploaded on the website of the Company at www.iftindustries.com Your company has identified the activities covering mainly relating to (a) Promoting education, (b) Promoting Health Care and (c) skill development programme in line with the CSR policy of the Company. The company made an expenditure of ' 17.96 lakhs against the budgeted amount of ? 16.96 lakhs. The complete disclosure on CSR activities in terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure-C, which forms part of this report.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.iftindustries.com.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the company during the financial year with related parties were in ordinary course of business and on an arm's length basis. During the year, the company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transaction, which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act. The policy on materiality of related party transaction and on dealing with related party transaction as approved by the board may accessed on company's website at www. iftindustries.com. There were no material significant related party transactions which could have potential conflict with interest of the Company at large. Your directors draw attention of members to note 37 to the Financial Statements which set out related party disclosures. As required under the Companies Act, 2013, the prescribed Form AOC-2 is appended as Annexure - D to the Board's report.

ANNUAL RETURN

In compliance with Section 92(3) and Section 134(3)(a) of the Act read with Companies (Management and Administration)

Amendment Rules, 2020, the Annual Return for FY 2024-25 in the prescribed format has been placed at the Company's website at www.iftindustries.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements of the Company.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-E, which forms part of this report.

The number of permanent employees on the role of the Company as on 31 March 2025 is 2409.

The statement containing the name of top ten employees in terms of remuneration drawn and particulars of employees employed throughout the year and in receipt of remuneration of ' 1.02 crore or more per annum and employees employed for part of the year and in receipt of remuneration of ' 8.5 lakhs or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forming part of this report and is available on the website of the Company, at www.iftindustries.com.

In terms of Section 136 of the Act, the said annexure is open for inspection and any member interested in obtaining a copy of the same may write to the Company to email id: investors@^liftglobal.com.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In conformance to the requirements of the clause (f) of subregulation (2) of regulation 34 of Securities and Exchange Board of India (SEBI) Listing Regulations, the Business Responsibility and Sustainability Report for financial year 2024-2025 is appended as Annexure-F, which forms part of this report.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of IFB Industries Limited at its meeting held on May 29, 2018 has adopted this Dividend

Distribution Policy (the "Policy") as required by Regulation 43A of the LODR Regulations is available at your Company website at www.iftindustries.com.

DEPOSITS

During the year under review, your company has not accepted any deposits from the public/members u/s 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules during the year. There is no deposit outstanding as on date.

SHARE CAPITAL

During the year under review, no new shares were issued by the Company, therefore there was no change in the Issued and Paid-Up Share Capital of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There has been no significant and material orders passed by the Regulators/ Courts/ Tribunals which would impact the going concerns status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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

There has been no material changes and commitments have occurred after the closure of the year till the date of this Report, which affect the financial position of the Company.

On 6th November 2024, CRISIL rating has reaffirmed the "CRISIL AA - / Stable" (pronounced as CRISIL double A minus rating) for long term debts and "CRISIL A1+ for short term debts.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

As per the requirement of Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013, your Company has in place a Policy for Prevention of Sexual Harassment of Women at Work Place and constituted Internal Complaints Committees. No complaint has been raised during the year ended 31 March, 2025 and there is no complaint pending unresolved as on 31 March, 2025.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors of the Company already formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is monitoring and reviewing the risk management plan and ensuring its effectiveness.

Risk management is the process of minimizing or mitigating the risk. It starts with the identification and evaluation of risk followed by optimal use of resources to monitor and minimize the same. The company is exposed to several risks. They can be categorized as operational risk and strategic risk. The company has taken several mitigating actions, applied many strategies and introduced control and reporting systems to reduce and mitigate those risks.

Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique/ relatively high-risk profiles.

An independent Internal Audit function carries out risk focused audits across all business, enabling identification of areas where risk management processes may need to be strengthened. The Audit committee of the board reviews internal audit findings on risk and provides strategic guidance on internal controls.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize the Independent Directors with the strategy, operations and functions of your company, the executive directors/ senior managerial employees make presentation to the Independent Directors about the company's strategy, operations, product and service offerings, markets, finance, quality etc. Independent Directors are also visiting factories and branch offices to familiarise themselves with the operations of the company and to offer their specialized knowledge for improvement of the performance of the Company.

Further, at the time of appointment of an Independent Director, the company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a director. The format of the letter of appointment is available at the Company website at www.iftmdustries. com.

INSOLVENCY AND BANKRUPTCY CODE

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

VALUATION

The requirement to disclose 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 banks on financial institutions along with the reason thereof, is not applicable.

SUBSIDIARY / ASSOCIATE COMPANIES

IFB Industries Limited, has one wholly owned subsidiary company Global Automotive & Appliances Pte Ltd. (GAAL), one step down subsidiary Thai Automotive and Appliances Ltd. (TAAL) and one Associate company IFB Refrigeration Limited (IFBRL).

Wholly Owned Subsidiary Global Automotive & Appliances Pte Ltd. (GAAL) and step-down subsidiary Thai Automotive and Appliances Ltd. (TAAL)

GAAL acts as a special purpose vehicle for further investment in TAAL. GAAL is also engaged in trading of Electronics Parts and semiconductors and other commodities. TAAL is engaged in the business of Fine Blanking and Conventional Blanking and its acquisition helps IFB to consolidate its position in similar type of business in Thailand.

GAAL

During the year under review, GAAL has achieved a revenue of US$ 10.07 million which is a 27.31 % growth as compared to 7.91 million US $ achieved during 2023-24. During the year the company made a PBT of US$ 1.08 million which is 10.73% of revenue as compared to US$ 0.81 million which is 10.23 % of revenue, achieved during 2023-24.

TAAL

During the year under review, TAAL has achieved a turnover of 273.69 million THB, which is a 1.88 % growth as compared to 268.65 million THB achieved during 2023-24. During the year the company registered a profit of 7.04 million THB at PBT level which was 264.66% higher as compared to a profit of 2.66 million made during 2023-24.

IFBRL

During FY 2022-23, your Company invested an amount of ' 97 crores (Rupees Ninety-Seven Crores Only) in Equity shares of IFBRL. Your Company's shareholding in IFBRL as on 31.03.2025 comes to 41.40%.

During the year under review IFBRL has achieved a turnover of ' 352.03 crs, which is 118.83% growth as compared to ' 160.87 crs achieved during the year 2023-24. During the year the company reported a loss of ' 44.17 crs, which was ' 15.36 crs lower than the loss of ' 59.53 crs made during the year 2023-24. IFBRL has turned positive at PBDIT level since Feb, 25 riding on gradual increase in volume. The company plans to increase its shareholding in IFBRL during the year 2025-26.

Consolidated financial statements of the company and its subsidiaries and Associate have been prepared in accordance with Section 129(3) of the Companies Act, 2013. Further, the report on the performance and financial position of the subsidiary companies in the prescribed form AOC-1 is appended as Annexure-G, which forms part of this report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the Consolidated financial statements and related information of the company and financial statement of the subsidiary companies will be available on our website www.iftindustries.com. These documents will also be available for inspection during business hours at the corporate office of company.

ACKNOWLEDGEMENT:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Customers and Shareholders for their continued support. The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all level.