IGC Industries Ltd Management Discussions

Management Discussion and Analysis Report for the year under review as stipulated under Regulations 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under. The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI). Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Companys growth and strategy. The Company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments, events or otherwise. The management of the Company is presenting herein the overview, opportunities and threats, initiatives by the Company and overall strategy of the Company and its outlook for the future. This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country.

IGC Industries Limited is a Trading & Distributors company committed to delivering value to our customers, shareholders, and stakeholders. The Company operates in a dynamic market, and its performance is influenced by its ability to adapt to changing market conditions, identify suitable business opportunities and maintain appropriate relationships with its stakeholders.

INDUSTRY STRUCTURE AND DEVELOPMENTS

The Trading & Distributors industry is a vital component of the global supply chain, facilitating the movement of goods from manufacturers to end-users. The industry continues to undergo changes due to developments in the domestic and global economy, regulatory requirements, technological advancements and changing market conditions.

The industry is characterized by the presence of several organized and unorganized players. These companies compete based on factors such as price competitiveness, product availability, product differentiation, customer relationships and distribution networks. The ability to respond effectively to changing market conditions and maintain efficient business operations remains an important factor for sustained performance in the industry.

During the year under review, the Company did not have significant operational activities. Accordingly, the Companys performance during the year was affected by the absence of revenue from operations.

OPPORTUNITIES AND THREATS

The Indian economy continues to provide opportunities across various sectors on account of increasing economic activity, infrastructure development, technological advancement, growth in domestic consumption and development of organized distribution channels. The trading and distribution sector may benefit from increasing demand for goods and services and the expansion of domestic markets.

The Company continues to evaluate suitable business opportunities and may consider undertaking appropriate activities based on prevailing market conditions, available resources and the Companys business objectives.

At the same time, the Company may face various challenges including competitive pressures, fluctuations in demand, changes in economic conditions, regulatory changes, availability and cost of finance, credit risks and other market-related uncertainties. These factors may have an impact on the Companys future operations and financial performance.

The Company will continue to monitor market developments and take appropriate measures, wherever required, to address the opportunities and challenges arising from the changing business environment.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal control systems are embedded in the processes across all functions in the Company. These systems are being regularly reviewed and wherever necessary are modified or redesigned to ensure better efficiency and effectiveness. The systems are subjected to supervision by the Board of Directors and the Audit Committee, duly supported by Corporate Governance.

The Company complies with all applicable statutes, policies, procedures, listing requirements and management guidelines. It adheres to applicable accounting standards and policies.

RISKS AND CONCERNS

Risk is an inherent part of any business. There are various types of risks, which may affect the performance and existence of a Company like Credit Risk, Market Risk, Operational Risk, Liquidity Risk, Interest Rate Risk, Strategic Risk, Regulatory Risk etc. Your Company aims at enhancing and maximizing shareholders value by achieving an appropriate trade-off between risk and returns.

The Company continuously evaluates the various risks associated with its business activities and takes appropriate measures, wherever necessary, to mitigate such risks. Changes in economic conditions, market conditions, regulatory requirements and other external factors may impact the Companys business and financial performance.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate internal control system to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that all transactions are authorized, recorded and reported correctly. The internal control is supplemented by an extensive programme of internal audits, review by management and documented policies, guidelines and procedures.

The internal control is designed to ensure that financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

The Company believes that the existing internal control systems are adequate and commensurate with the size and nature of its operations.

DISCUSSIONS ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

Please refer to Directors Report on performance review.

During the financial year ended March 31, 2026, the Company recorded no revenue from operations and no other income as compared to revenue from operations of 198.51 lakh during the previous financial year ended March 31, 2025.

The total expenses of the Company for the year under review amounted to 292.97 lakh as compared to 204.68 lakh in the previous year. Consequently, the Company reported a loss before tax of 292.97 lakh during the year under review as against a loss before tax of 6.17 lakh in the previous year.

After considering tax expenses, the Company reported a net loss of 292.97 lakh for the year ended March 31, 2026 as compared to a net loss of 6.17 lakh for the previous financial year.

The basic and diluted Earnings Per Share of the Company stood at (0.84) and (0.84), respectively, for the year under review as compared to (0.02) and (0.04), respectively, in the previous year.

THREATS & CONCERNS

We have an active risk management strategy in place where we identify potential risks, create mitigation strategies and monitor the occurrence of risk.

The Company continues to monitor the internal and external factors that may have an impact on its business and financial performance. Appropriate steps are taken by the Management, wherever necessary, to mitigate identified risks and to ensure compliance with applicable laws and regulations.

ADEQUACY OF INTERNAL CONTROL SYSTEMS:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee.

To maintain its objectivity and independence, the Internal Audit function reports to the Chairperson of the Audit Committee and to the Chairperson of the Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of the internal audit function, the Company undertakes corrective action in the respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

OPERATIONAL PERFORMANCE PARAMETERS

In order to avoid duplication between the Directors Report and Management Discussion & Analysis, your Directors give a composite summary of the financial performance in the Directors Report.

During the year under review, the Company did not have significant operational activities. The Management continues to evaluate suitable opportunities for future business activities and remains focused on strengthening the Companys financial and operational position.

DEVELOPMENTS IN HUMAN RESOURCES

During the year under review, the Company has no significant operations. However, in compliance with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has been making efforts to convert all the physical shares into dematerialized form, wherever applicable, in accordance with the applicable regulatory requirements.

i. The Management believes in maintaining cordial relations with its employees. The Management recognizes the importance of Human Resources and effective steps will be taken to strengthen the same depending on the requirements.

ii. The Company endeavors to provide an appropriate working environment so that the individual staff can contribute effectively and reach his/her full potential.

iii. The Company is poised to take on the challenges and march towards accomplishing its mission with success.

iv. The Company endeavors to maintain good Industrial/Business relations in the market which contributes towards enhancing the credibility and overall standing of the Company.

For and on behalf of the Board

IGC INDUSTRIES LIMITED

Sd/-

ZIAUDDIN MOHAMMED

(DIN: 07523934)

MANAGING DIRECTOR

Place: Kolkata

Date: 29/08/2026