Indian Metals & Ferro Alloys Ltd Directors Report

The Directors are pleased to present the 64^th Annual Report and Audited Financial Statements of your Company for the Financial Year ended 31^st March 2026.

FINANCIAL RESULTS

(Amount in Crore)

	Consolidated		Standalone
	FY 2026	FY 2025	FY 2026	FY 2025
1 Revenue from operations	2826.31	2564.57	2826.31	2564.57
2 Other Income	66.74	66.74	65.47	66.48
3 Total Income	2893.05	2631.31	2891.78	2631.05
4 Profit before finance cost, depreciation and taxation	653.97	597.25	652.63	596.98
5 Finance Cost	37.91	30.61	35.66	28.27
6 Depreciation	62.94	54.60	62.94	54.60
7 Profit before Tax	553.12	512.04	554.03	514.11
8 Tax including Deferred Tax	128.76	133.95	129.31	134.79
9 Profit after Tax	424.36	378.09	424.72	379.32
10 Other Comprehensive Income/(Expenses)	(0.97)	(13.73)	(0.97)	(13.73)
11 Total Comprehensive Income/(Expenses) for the year	423.39	364.36	423.75	365.59
12 Dividend paid	53.95	121.41	54.42	121.80
13 Balance carried forward	2637.77	2268.33	2663.56	2294.29

Your Company achieved the highest revenue from operations during the year under review at 2826.31 Crore (previous year: 2564.57 Crore) including foreign exchange earnings from exports of 2396.21 Crore (previous year: 2322.29 Crore). EBITDA improved to 587.23 Crore (previous year: 530.51 Crore) on account of higher ferro chrome price realisation and focus on cost management, resulting in higher profit after tax (PAT) of 424.36 Crore (previous year: PAT of 378.09 Crore).

DIVIDEND

Pursuant to the provisions of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has formulated a Dividend Distribution Policy. The Policy sets out the parameters and circumstances that will be considered by the Board in determining the distribution of dividend to its shareholders.

The policy has been uploaded on the website of the Company and can be accessed at https://elegant-canvas-ad15652696.media. strapiapp.com/Dividend_Distribution_Policy_a5eec76703.pdf

Interim Dividend

The Board of Directors in its meeting held on 04^th November 2025 had approved payment of interim dividend of 5/- per Equity Share

(@50%) on 5,39,54,106 Equity Shares of the Company of the face value of 10/- each fully paid-up, out of the profits for FY 2025-26.

The Interim dividend was paid to the shareholders as per their entitlement as on the Record Date i.e. 11^th November 2025.

Final Dividend

In view of the excellent performance during the year under review, your Directors are pleased to recommend a final dividend of

7.50 /-per equity share (@ 75%) on 5,39,54,106 equity shares of the face value of 10/- each for the year ended 31^st March 2026, subject to approval of shareholders at the forthcoming Annual General Meeting of the Company. Final dividend, if approved by the shareholders, taken together with the interim dividend will amount to total dividend of 12.50/- per equity share for FY 2025-26.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for the FY 2025-26 in the distributable retained earnings.

STATE OF COMPANYS AFFAIRS

Operations

Drawing on its robust fully integrated business model, your Company recorded an all-time high ferro chrome production of 267,301 tonnes during the year (previous year: 260,190 tonnes). Captive power generation stood at 1138 MUs compared to 1092 MUs in the previous year, and chrome ore raising stood at a record 810,612 tonnes (previous year: 701,863 tonnes).

Your Company continues to uphold its commitment to value addition by utilising the entire chrome ore extracted from its mines for captive consumption. This approach not only strengthens operational efficiency but also supports employment generation and enhances contribution to the exchequer.

Utkal ‘C Compensation

Pursuant to Final Compensation Order dated 11^th November 2024 of Nominated Authority in respect of Mining Infrastructure, the value of R&R assets was mutually settled with the successful allottee for 7.00 Crore against claim of 8,52,86,388/- and the said amount was received during the year by erstwhile Utkal Coal Limited (UCL). UCL got merged with your Company with effect from 28^th March 2025.

Out of the total compensation amount of 389,21,52,277/- received by erstwhile UCL, the successful allottee has challenged the payment of 328,52,16,161/- towards leasehold and forest land before the Coal Tribunal at Talcher. Your Company has also challenged certain deductions made from the Provisional Compensation amount for leasehold and forest land, while issuing the Final Compensation Order for land, before the same Coal Tribunal at Talcher and both matters are pending for adjudication.

Ferro Chrome Expansion Project

The 100,000 tpa (2x33 MVA) greenfield project in Kalinganagar, Odisha is at an advanced stage of construction with pre-commissioning activities of the first furnace to be taken up as per schedule in June 2026 and the second furnace shortly thereafter in September 2026.

Acquisition of Ferro Alloys Plant

During the year under review, your Company entered into an Asset Transfer Agreement (ATA) on 4^th November2025 to acquire the assets and other acquired interests of the Ferro Alloys Plant of Tata Steel Limited situated at Kalinganagar, Dist Jajpur, Odisha. The acquisition enhanced your Companys capacity of ferro chrome production by 150,000 MT, comprising 100,000 MT from four furnaces of 16.5 MVA each and 50,000 MT from a 33 MVA furnace which is under construction. The acquisition was completed on 27^th February 2026 for a base purchase consideration of H 610 crores plus applicable GST along with net working capital, and was funded entirely from internal accruals. Four furnaces (16.5 MVA each) were switched on in March 2026 and some material was dispatched to customers in the same month, while the process to obtain necessary approvals to complete the fifth furnace (33 MVA) has been initiated.

Ethanol Business

During the year under review, the erection of the 120 KLD ethanol plant has made significant progress. However, the project commissioning timeline has been delayed due to slippages in the delivery of certain equipment, compounded by the impact of ongoing geopolitical developments. Consequently, the project is now expected to be commissioned in Q2 FY27. Notwithstanding this delay, there will be no material impact on the Companys financials.

Renewable Energy

During the year under review, the earlier Power Purchase Agreement (PPA) and Share Subscription and Shareholders Agreement (SSHA) entered by your Company with JSW Green Energy One Limited and JSW Green Energy Seven Limited respectively to supply hybrid renewable power of 70 MW Contracted Demand (Solar capacity of 50 MW AC & Wind capacity of 100 MW) were cancelled due to change in the location of hybrid renewable energy project; subsequently, fresh PPA and SSHA has been signed with JSW Renew Energy Twelve Limited for 70 MW Contracted Demand (Solar capacity of 55 MW AC

& Wind capacity of 108 MW) in a new location. Consequently, the investment amount increased from 83.26 crore to 85.38 crore. Project construction is in progress and commissioning is expected in July 2026 for Solar and October 2026 for Wind.

Pursuant to the Share Subscription and Shareholders Agreement entered with AmpIn Energy Utility One Private Limited (Power Producer), an amount of 12.32 crore was paid as the first tranche and shares were allotted to the Company during the year. However, the agreement has been terminated on 14^th May 2026 due to a delay in the Project delivery timeline and Project approvals on the part of the Power Producer. Following the termination, the Company received a refund of its investment amounting to 12.32 crore as per the Termination Agreement.

Further the Company has entered into a Power Purchase Agreement on 25^th May 2026 with M/s EG URJA STROT PRIVATE LIMITED (CIN: U35105TS2025PTC195217) for 29 years to supply hybrid renewable power of 65 MW Contracted Demand (Solar capacity of 81.4 MW, Wind capacity of 102.6 MW and BESS 25 MWh), under Captive Consumer structure as defined in the Electricity Act, 2003 and Electricity Rules, 2005. The total invesment in the project would be Rs 110.18 crore.

ANNUAL RETURN

The extract of annual return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https://www.imfa.in/investors/ reports-library?uid=annual-return

NUMBER OF MEETINGS OF THE BOARD

The Board met four times in financial year 2025-26 viz. on 21^st May 2025, 30^th July 2025, 04^th November 2025, 05^th February 2026 with the maximum interval between any two meetings not exceeding 120 days. The details of the composition of the Board and its Committees and the Meetings held and attendance of the Directors at such meetings are provided in the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of section 134(5) of the Companies Act, 2013, your Directors hereby confirm:

(i) that in the preparation of the annual accounts for the financial year ended 31^st March 2026, the applicable accounting standards read with the requirements as set out under Schedule III to the Companies Act, 2013 have been followed and there are no material departures from the same;

(ii) that they have selected such accounting policies and applied them consistently and made judgments 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 for the year under consideration;

(iii) that 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 frauds and other irregularities;

(iv) that they have prepared the annual accounts of the Company for the financial year ended 31^st March 2026 on a going concern basis;

(v) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors have given declaration that they meet the criteria specified under section 149(6) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in their respective fields and they hold highest standards of integrity.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of amendment dated May 05, 2021 to Regulation 34(2)(f) of the Listing Regulations, the Company has prepared Business Responsibility and Sustainability Report ("BRSR") for the financial year 2025-26 on Environment, Social and Governance (ESG) parameters in the prescribed format as Annexure -1 which forms integral part of the Annual Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has a policy for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel as well as well-defined criteria for the selection of candidates for appointment to the said positions which has been approved by the Board. The Policy broadly lays down the guiding principles for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 of Companies Act, 2013.

Salient features of this policy are enumerated in the Corporate Governance Report which forms part of the Annual Report. The above policy is available at the website of the Company at:https:// elegant-canvas-ad15652696.media.strapiapp.com/Nomination_ Remuneration_Policy_02_11_23_b168939e32.pdf

AUDITORS AND AUDITORS REPORT

Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company at 62^nd Annual General Meeting held on 26^th July, 2024 approved the appointment of M/s Walker Chandiok & Co. LLP, Chartered Accountants, a member firm of Grant Thornton International Limited (FRN: 001076N/N500013), as the Statutory Auditors of the Company for an initial term of 5 years i.e. from the conclusion of 62^nd Annual General Meeting till the conclusion of 67^th Annual General Meeting of the Company. The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company. There are no qualifications, reservations or adverse remarks or disclaimers made in their audit report. The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.

Secretarial Auditor

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred as "Listing Regulations") as amended up to date and based on the recommendation of the Audit Committee and Board of Directors, Shareholders have in their meeting held on 30^th July, 2025 have appointed of M/s Sunita Jyotirmoy & Associates, Company Secretaries (FRN: P2003OR014400) as the Secretarial Auditors of the Company, for a period of 5 years commencing from the conclusion of this (63^rd) Annual General Meeting till the conclusion of 68^th Annual general Meeting to be held in the year 2030 to conduct the secretarial audit for the Financial year 2025-26 to Financial Year 2029-30. Their Secretarial Report for Financial year 2025-26 is appended as Annexure-2.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditor

Pursuant to section 148 of the Companies Act 2013, the Board of Directors on the recommendation of Audit Committee appointed M/s S S Sonthalia & Co., Cost Accountants as the Cost Auditors of the Company for the Financial Year 2026-27 and has recommended their remuneration to the Shareholders for their rati cation at the ensuing Annual General Meeting. M/s S

S Sonthalia & Co., Cost Accountants have given their consent to act as Cost Auditors and also certi ed that they are free from any disquali cations speci ed under Section 141 of the Companies

Act, 2013. Pursuant to the Companies (Cost Records and Audit)

Rules, 2014, the Cost Audit Report for the nancial year 2024-25 was led with the Ministry of Corporate Affairs on 11^th June 2026 vide SRN N31207467. The Company has maintained the cost records as specified under sub-section (1) of section 148 of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are set out below:

Amount Outstanding as on March 31, 2026

Particulars	Amount
Loans Given	Nil
Guarantees Given	Nil
Investments Made	32.70

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Companys website at https://www.imfa.in/api/pdf/ Materiality-RP-Transactions.pdf/Materiality_RP_Transactions_ b117bfb5a8.pdf

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length and in the ordinary course of business. The Company did not have any Material Contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013 and as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company for FY 2025-26 and hence, does not form part of this Report. 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 and consolidated financial statements forming part of this Report and Annual Accounts 2025-26.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report.

ENERGY CONSERVATION, ETC.

The information required under section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in Annexure-3 hereto forming part of this report.

RISK MANAGEMENT POLICY

The Company has a Risk Management framework in place which is designed to identify, assess, monitor and mitigate various risks related to key business and strategic objectives. All identified risks are categorised based on a matrix of likelihood of occurrence and impact thereof; subsequently, a mitigation plan is worked out to the extent possible. Major risks are monitored regularly at meetings of the Risk Management Committee and the Board of Directors of the Company is kept abreast of such issues.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The details about the development of CSR Policy and initiatives taken by the Company on CSR during the year as per Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure-4 to this Report.

The CSR Policy of the Company is hosted on the Companys website at https://elegant-canvas-ad15652696.media.strapiapp. com/CSR_Policy_c14bf59edc.pdf

ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i) Attendance of Board and Committee Meetings

ii) Quality of contribution to Board deliberations

iii) Strategic perspectives or inputs regarding future growth of Company and its performance

iv) Providing perspectives and feedback going beyond information provided by the management

v) Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/ her evaluation.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013

Pursuant to Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the ratio of remuneration of each Director to the median employees remuneration and such other details are furnished below:

i) the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2025-26:

Name of the Director	Ratio	Name of the Director	Ratio
Mr Nalini Ranjan Mohanty (retired on 30th July 2025)	1.026	Mr Bijoy Kumar Das (retired on 08th February 2026)	2.051
Dr Barada Kanta Mishra	2.051	Mrs Latha Ravindran	2.051
Mr Baijayant Panda	290.012	Mr Stefan Georg Amrein	0.267
Mr Subhrakant Panda	304.794	Ms Kiran Dhingra (Appointed on 04th February 2026)	0.513
Mr Bijayananda Mohapatra	18.598

ii) the percentage increase in remuneration of each Director, Chief Financial Officer & Company Secretary and Chief Executive Officer, in the financial year 2025-26:

Name of the Director	% increase/decrease	Name of the Director/CFO & CS	% increase/ decrease
Mr Baijayant Panda	37.11	Mr Stefan Georg Amrein	62.50
Mr Subhrakant Panda	36.82	Dr Barada Kanta Mishra	--
Mr Bijayananda Mohapatra (Appointed w.ef 31.01.2025	Not Comparable	Ms Kiran Dhingra (Appointed on 04th February 2026)	Not Comparable
Mr Nalini Ranjan Mohanty (retired on 30th July 2025)	(50.00)	Mr Saunak Gupta, CFO (Appointed on 08th March 2025)	Not Comparable
Mr Bijoy Kumar Das (retired on 08th February 2026)	--	Mr Smruti Ranjan Ray, Company Secretary & Compliance Officer (Appointed on 08th March 2025)	Not Comparable
Mrs Latha Ravindran	--		--

iii) the percentage increase in the median remuneration of employees in the financial year 2025-26: 19.92

iv) the number of permanent employees on the rolls of company: 2187

v) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Average percentile increase in the salaries of employees other than the managerial personnel: 44^th Percentile increase in the managerial remuneration: 60^th

vi) The Nomination and Remuneration Committee of the Company has affirmed that the remuneration is as per the Nomination and Remuneration Policy of the Company.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing top ten employees in terms of remuneration drawn and includes the name of every employee of the Company, who are in receipt of remuneration of Rupees One Crore and Two Lakh or more during the financial year 2025-26 or a monthly remuneration of Rupees Eight Lakh and Fifty Thousand or more during financial year 2025-26 are provided in the Annexure- 5 forming part of the Report.

PUBLIC DEPOSITS

The Company has not accepted/renewed any public deposits during the year under review under Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014. There are no deposits that remain unclaimed.

VIGIL MECHANISAM/ WHISTLE BLOWER POLICY

The Company has formulated a Whistle Blower Policy for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr Nalini Ranjan Mohanty (DIN: 00237732) retired from the position of Director as well as Chairman of the Company w.e.f close of business hours on 30^th July 2025 consequent to completion of his term. The Board placed on record its sincere appreciation for his valuable guidance and contributions during his tenure with the Company.

Dr Barada Kanta Mishra (DIN: 07166746) has been appointed as the Non-Executive Chairman of the Company with effect from 31^st July 2025, who shall preside as Chairman at every Board Meeting and Annual General Meeting/General Meeting(s) of the Company.

Mr Bijoy Kumar Das (DIN: 00179886), Non-Executive Independent Director retired from the Directorship of the Company w.e.f close of business hours on 08^th February 2026 consequent to completion of his second term. The Board placed on record its appreciation of the valuable service rendered by him during his long tenure on the Board.

Further, Ms Kiran Dhingra (DIN: 00425602) was appointed as a Non-Executive Independent Director of the Company for a period of five years effective from 04^th February 2026 which was approved by Members through Postal ballot on 12^th March 2026.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr Bijayananda Mohapatra (DIN: 09489095), Whole-time Director and Chief Operating Officer of the Company, retire by rotation at the forthcoming Annual General Meeting of the Company and is eligible for re-appointment.

The Board opines that the directors so appointed/re-appointed are of integrity and possess the requisite expertise and experience (including the proficiency).

Resolutions seeking approval of the members have been incorporated in the notice of the forthcoming Annual General Meeting. Brief resum?/details relating to Directors who are to be appointed/re-appointed are furnished in the Explanatory Statement to the Notice of the ensuing Annual General Meeting as required under the Code of Corporate Governance.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government. The Company had, accordingly, transferred 23,99,520/- being the unpaid and unclaimed dividend amount pertaining to Dividend for FY 2017-18 along with 6488 no. of equity shares to the IEPF authority.

DISCLOSURE WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT

Pursuant to IEPF Fund Authority (Accounting, Audit, Transfer & Refund) Rules, 2016 all unclaimed shares were transferred to IEPF Authority.

All the corporate benefits in terms of securities accruing to on these unclaimed shares shall be credited to the aforesaid account. Voting rights on these shares shall remain frozen till the rightful owner of such shares claim the shares.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a comprehensive system of internal controls that enables efficient operations, optimal resource utilisation and compliance with all applicable laws and regulations. Each of these internal controls strengthens the Company and protects loss or unauthorised use of assets by providing adequate checks and balances. The Company authorises, records and reports all transactions. An independent firm of Chartered Accountants serves as the internal auditor to execute the internal audit functions. The Management and Audit Committee of the Board observes and then recommends corrective measures following such audits to improve business operations. Based on the recommendation of the Audit Committee and after considering the qualifications, experience, and expertise in conducting internal audits, your Company has appointed M/s Protiviti India Member Private Limited as the Internal Auditors of the Company for the financial year 2026-27.

CORPORATE GOVERNANCE

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on the Corporate Governance, Management Discussion and Analysis, Certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance have been made a part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

SUBSIDIARY/JOINT VENTURE COMPANIES

Pursuant to section 129(3) of the Companies Act, 2013, a statement containing the salient features on the performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement is attached as Annexure-6. The audited Consolidated Financial Statements, together with Auditors Report, form part of the Annual Report. Pursuant to section 136 of the Companies Act, 2013, the financial statements of the subsidiary and joint venture companies are kept for inspection by the Shareholders at the Registered Office of the Company. The statements are also available on the Companys website (www.imfa.in).

During the year under review, the Company expanded its corporate structure by setting up a new subsidiary company i.e., "Metallix Aviation Private Limited" which was incorporated as a wholly owned subsidiary (WOS). IMFA made an initial investment of 5 crore by subscribing to 50,00,000 equity shares with a face value of 10 each per share.

The WOS was incorporated on 23^rd July, 2025, marking its legal formation as a separate corporate entity under the Companies Act, 2013.The primary purpose of creating Metallix Aviation Private Limited is to transfer the existing aviation assets of the Company to WOS.

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

The Company has zero tolerance policy towards sexual harassment at the workplace. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed of during the period:

(a) number of complaints of sexual harassment received in the year – 01 (on 27^th March 2026) (b) number of complaints disposed off during the year – Nil (c) number of cases pending for more than ninety days – 01 (disposed of on 10^th April 2026)

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961 [Rule 8(5)(xiii) of Companies (Account) Rules, 2014]

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

CHANGE IN NATURE OF BUSINESS, IF ANY.

There is no change in the nature of business of the Company during the FY2026.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE

During the year under review, there are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

DISCLOSURE UNDER ONE TIME SETTLEMENT

During the year under review, your Company has not made any one-time settlement with any of its Banks or Financial Institutions.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("SS-1" and "SS-2") relating to Meetings of the Board, its Committees and Annual General Meetings.

INDUSTRIAL RELATIONS

During the year under review, industrial relations at the Companys manufacturing/ operational complexes located at different sites remained cordial.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation of the exemplary service rendered by the entire workforce during the year under review. Further, your Directors would also like to appreciate the support received from term lenders and working capital bankers. Finally, your Directors would like to thank the shareholders, customers, Central and State Government and the public at large for their continued support and confidence.

	For and on behalf of the Board
	Sd/-	Sd/-
	(Dr Barada Kanta Mishra)	(Subhrakant Panda)
Date: 27th May 2026	Chairman	Managing Director
Place: Bhubaneswar	DIN: 07166746	DIN:00171845