Indo Farm Equipment Ltd Management Discussions

Global Economic Overview

The global economy sustained moderate growth in FY2024-25 despite ongoing challenges such as elevated interest rates, inflationary pressures, and geopolitical uncertainties. While the pace reflected a recovery from pandemic-era lows, it remained below the long-term average prior to 2020, constrained by tighter monetary policies, policy uncertainty, and sector-specific bottlenecks impacting both developed and emerging markets.

Economic Growth & Sector Trends

Manufacturing Sector:

The global manufacturing industry showed resilience amid rising input costs and shifting demand. Increasing adoption of Industry 4.0 technologies-such as artificial intelligence, robotics, and loT-helped improve efficiency

and customization. Traditional manufacturing continues to adapt to diverse sectors including automotive, agriculture, and construction.

Construction Equipment:

The market for construction machinery, particularly pick-and-carry cranes, experienced steady growth driven by infrastructure development and urbanization. Investments in sustainable and energy-efficient equipment gained momentum, aligned with global environmental regulations.

Agricultural Machinery:

The agricultural machinery sector expanded with increased mechanization and government support in emerging economies. Key regional hubs-North America, China, Germany, and India-continue to lead innovation, investment, and export activities.

Details of Significant Changes in Key Financial Ratios

Ratio	31.03.2025	31.03.2024	% Change
Current Ratio	2.89	1.52	89.95%
Debt Equity Ratio	0.18	0.55	-66.60%
Debt Service coverage Ratio	2.17	2.01	7.82%
Return on Equity	5.53%	4.67%	18.36%
Net Profit Ratio	6.17%	3.84%	60.45%
Return on Capital Employed	7.34%	8.30%	-11.54%

Comments for variations above 25%,

1. The current ratio has improved as a result of a reduction in current liabilities, primarily due to the repayment of working capital limits during the financial year

2. The debt-equity ratio has declined following the companys capital infusion through the allotment of 19,00,000 equity shares of Rs.10 each at a premium of Rs.175 via preferential allotment/private placement, and the issuance of 86,00,000 equity shares of Rs.10 each at a premium of Rs.205 through an Initial Public Offering (IPO).

3. Net Profit has increased due to a lower tax expense, attributed to deferred tax adjustments during the current financial year.

Emerging Market Dynamics

Emerging and developing economies faced softer external demand and intermittent capital outflows as advanced economies maintained higher yields. Export-centric nations bore the brunt of shifting trade rules and elevated geopolitical risks. However, countries with strong domestic consumption and proactive fiscal policies displayed greater resilience and continued growth.

Inflation and Monetary Policy Outlook

Headline inflation globally moderated in FY2024- 25, supported by relatively stable energy prices and easing supply chain constraints. Despite this, core inflation-especially in services- remained above central bank targets in many economies due to lasting wage and input cost pressures. Monetary authorities cautiously transitioned from restrictive stances to more neutral policies, balancing the aims of sustaining economic recovery and controlling inflation amid geopolitical uncertainty.

Regulatory and Market Structure Updates

Markets globally are increasingly influenced by evolving regulatory landscapes, including:

Data Protection and Digital Economy: Stricter regulations have raised compliance requirements, impacting industries from finance to manufacturing.

Trade Policies: Renewed emphasis on trade realignment has led to increased tariffs and supply chain restructuring in certain regions.

Outlook

Looking ahead, global growth is expected to remain stable but below historical averages, tempered by continuing structural challenges and the evolving geopolitical environment. Inflation is forecast to moderate further, assuming energy markets remain stable and geopolitical tensions do not escalate. For businesses, maintaining operational agility, closely monitoring policy shifts, and responding to supply chain dynamics will be key to navigating this complex landscape effectively.

Indian Economic Overview

India sustained strong economic growth in FY2024-25, solidifying its position as the fastest-growing major economy globally with an estimated GDP growth rate of around 6.5%. This robust expansion was driven by a combination of sustained government infrastructure investment, a resurgence in rural demand supported by a successful Kharif crop, and the ongoing strength of the services sector, particularly finance and real estate.

Inflation moderated significantly within the Reserve Bank of Indias target range, enabling the RBI to adopt an accommodative monetary policy, including a 100-basis point cut in repo rates, which helped stimulate investment and consumption. Manufacturing and construction sectors showed marked improvement, contributing to the positive momentum alongside steady urban consumer spending.

The governments continued focus on business- friendly reforms-encompassing modernization of land and labor laws, digital governance initiatives, and enhanced ESG compliance- further bolstered the investment climate. Indias growing integration with the global economy was reflected in strong services export growth and an increase in foreign direct investment.

Specifically, Indias agricultural machinery and construction equipment sectors demonstrated vigorous growth, with tractor sales increasing nearly 6% year-over-year, supported by mechanization drives and favorable agricultural output. The construction equipment market, particularly pick-and-carry cranes, expanded by approximately 8%, driven by heightened infrastructure activity and doubling growth in the roads sector. Manufacturers responded by expanding capacity and increasing in-house production of critical components-over 65% for cranes and more than 40% for tractors-while integrating advanced technologies such as emission-compliant engines and digital features in more than 25% of new models.

Looking forward, India is well-positioned for sustained high growth, supported by ongoing policy reforms, robust domestic demand, and strategic investments in infrastructure and technology. These factors combine to create an attractive, stable environment for investors seeking long-term value and growth opportunities in the Indian market.

Resources: Press Information Bureau (PIB), Ministry of Statistics and Programme Implementation (MoSPI), Verified Market Research, MarketsandData (via MarketsandMarkets)

Sector-wise Performance

Indo Farm Equipment Ltd - FY2024-25

Pick-and-Carry Crane Segment

Revenue Leadership: For the first time, the pick-and-carry crane segment became the largest contributor to Indo Farms revenue, surpassing tractors. This underscores the companys strategic pivot toward high-margin construction equipment.

Strong Market Growth: The crane market expanded by approximately 8%, driven by robust infrastructure spending and faster expansion in the roads and logistics sectors.

Capacity Expansion: The new dedicated crane manufacturing facility near Baddi, expected to be operational by Q3 FY25-26, will expand annual crane production by 3,600 units, increasing total capacity to 4,880 units.

In-House Production: Around 65% of crane components are made internally, ensuring superior quality control, cost efficiency, and faster innovation cycles.

Technology Upgrade: Adoption of advanced tower crane technology through international collaborations will enhance product range and competitiveness.

Tractor Segment

Revenue: Tractor sales contributing a significant but now secondary portion of revenue compared to cranes.

Market Factors: The segment was supported by improved rural demand and government mechanization efforts but faced competitive pressures and shifting focus toward more profitable segments.

Component Manufacturing: Approximately 40% of tractor components are produced in-house, contributing to cost management and quality assurance.

Engine Assembly

The engine segment continued steady production for tractors and cranes emphasizing fuel efficiency and emission compliance.

Financial Services (NBFC Arm: Barota Finance Ltd)

With an assets under management (AUM) of Rs.131.70 crore, Barota Finance Ltd played a critical role in supporting equipment sales through accessible financing options, aiding market expansion.

Resources: Monitoring Agency Report, Tractor Sales and Construction Equipment Market Reports (Tractor Junction, Market Data Forecast)

Global Industry and Business Review

Industry Landscape & Growth Drivers Tractor Market:

The global tractor industry continued to expand in FY2024- 25, sustained by the ongoing shift toward agricultural mechanization in emerging economies and stable replacement demand in developed markets. Growth was most pronounced in Asia Pacific, led by India and China, followed by robust activity in North America and Europe. Improved rural incomes, favorable government incentives, precision farming trends, and focus on food security further propelled demand.

Pick-and-Carry Trucks/Crane Sector:

The pick-and-carry truck segment-commonly referred to as pick-and-carry cranes in markets such as India-registered strong growth, particularly in developing regions. The sector was buoyed by accelerated infrastructure investment, urbanization, and logistics modernization. Asia Pacific is now the largest and most dynamic market for these machines, with significant government spending on road building, industrial projects, and urban renewal.

Market Dynamics, Technology, and Trends Innovation and Technology:

Enhanced adoption of Industry 4.0 technologies, including telematics, IoT integration, and automation, drove operational efficiency and safety in both tractors and pick-and-carry machines. Emission-compliant engines and electrification pilots surfaced to meet stringent regulatory requirements in key markets.

ESG and Regulation:

Stricter emissions norms and increased sustainability expectations worldwide prompted manufacturers to invest in

cleaner engines, fuel efficiency improvements, and materials recycling. Compliance costs rose, but also stimulated innovation and brand value among leading players.

Business Model Shifts:

Rental and leasing of equipment grew steadily, responding to preference for asset-light operations in construction, agriculture, and logistics. Manufacturers invested in digital service platforms and after-sales networks to improve customer engagement, support, and lifecycle value.

Industry Performance Snapshot (FY2024-25)

Metric	Tractors	Pick-and-Carry Truck/Crane
Market Growth (Global)	5-6% annual	8% annual
Leading Regions	Asia Pacific, North America	Asia Pacific, MEA, South America
Key Demand Drivers	Mechanization, food security,	Infra boom, logistics, urbanization
Tech Adoption	Precision farming, telematics	Safety upgrades, IoT, hybrid/electric
ESG Trends	Clean engines, smart implements	Emission-compliance, energy-efficient models
Business Model Evolutions	Connected services, rental fleets	Rental/leasing, after-sales solutions

Competitive and Market Outlook

The competitive landscape is marked by the global expansion of established players and the emergence of specialized regional manufacturers. Strategic alliances and technology partnerships remain critical to address evolving customer requirements, drive R&D, and deliver value-added services.

The sector faces headwinds from fluctuating commodity prices, supply chain inertia, and uneven policy enforcement, but the long-term outlook remains positive due to urbanization, infrastructure commitments, and the food security agenda.

Conclusion

FY2024-25 saw the tractors and pick-and-carry truck sectors capitalize on a blend of technology adoption, government support, and sustained demand from agriculture and infrastructure. With Asia Pacific at the forefront, the industries are poised for continued growth, driven by mechanization, digital innovation, and the shift to environmentally responsible manufacturing and operations.

NOTICE OF 25TH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE 25TH ANNUAL GENERAL MEETING OF THE MEMBERS OF INDO FARM EQUIPMENT LIMITED ("THE COMPANY”) WILL BE HELD ON THURSDAY, 25TH DAY OF SEPTEMBER, 2025 AT 11:00 A.M. (IST) THROUGH VIDEO CONFERENCING ("VC”) / OTHER AUDIO-VISUAL MEANS ("OAVM”) TO TRANSACT THE FOLLOWING BUSINESSES. THE DEEMED VENUE OF THE ANNUAL GENERAL MEETING SHALL BE AT THE REGISTERED OFFICE OF THE COMPANY AT S.C.O. 859, NAC KALKA ROAD, MANIMAJRA, CHANDIGARH 160101:

ORDINARY BUSINESS:

1. To receive, consider and adopt

i. the Audited Standalone Financial Statements of the Company for the financial year ended 31 March 2025 together with the Reports of the Board of Directors and the Auditors thereon; and

ii. the Audited Consolidated Financial Statements of the Company for the financial year ended 31 March 2025 together with the Report of the Auditors thereon.

2. To appoint a Director in the place of Mr. Anshul Khadwalia, Whole-Time Director (DIN: 05243344), who retires by rotation and, being eligible, offers himself for reappointment.

SPECIAL BUSINESS:

3. Approval for Appointment of Secretarial Auditor for a term of five (5) years:

To consider and if thought fit, pass with or without modification(s), the following resolution as an Ordinary Resolution(s):

"RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) and any other applicable laws or regulations, including any statutory modification(s) or re-enactment(s) thereof for the time being in force and the recommendations of the Audit Committee and Board of Directors, the approval of the shareholders is hereby accorded for appointment of M/s. A Arora & Co., Peer Reviewed Practicing Company Secretaries (FCS No. 993) as the Secretarial Auditors of the Company to conduct Secretarial Audit for a term of Five (5) consecutive years commencing from FY 2025-2026 till FY 2029-2030, who shall conduct Secretarial Audit and issue the Secretarial Audit Reports of the Company for the said period, at a remuneration as may be mutually decided between the said Auditor and the Board of Directors of the Company, in addition to reimbursement of all out of pocket expenses, to be incurred by them in connection with the Secretarial Audit.

RESOLVED FURTHER THAT the Board of the Company, be and is hereby authorized to do all such acts, deeds, things and to sign all such documents and writings as may be necessary to give effect to this resolution and for matters connected therewith or incidental thereto."

4. Re-appointment of Mr. Ranbir Singh Khadwalia (DIN: 00062154) as Chairman and Managing Director of the Company:

To consider and if thought fit, pass with or without modification(s), the following resolution as a Special Resolution(s):

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions of the Act and rules made thereunder read with Schedule V of the Act (including any statutory modifications or re-enactment(s) thereof, for the time being in force), applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (SEBI Listing Regulations) as amended and the Articles of Association of the

Company and subject to such other approval(s), sanction(s) and permission(s) as may be applicable / required from any of the authorities and subject to such other conditions and modifications as may be prescribed or imposed by any of them in granting such approval(s), sanction(s) and permission(s) and based on the recommendation of the Audit Committee, Nomination and Remuneration Committee and the Board of Directors of the Company, the consent of members be and is hereby accorded for re-appointment of Mr. Ranbir Singh Khadwalia (DIN: 00062154) as Chairman and Managing Director of the Company for a period of three years with effect from July 01, 2025, on such remuneration as detailed in the Explanatory Statement with authorisation to the Board of Directors (hereinafter referred to as the Board, which term shall deem to include any Committee constituted or to be constituted by the Board) to alter, modify or revise from time to time, the terms and conditions of the foregoing re-appointment and remuneration of Mr. Ranbir Singh Khadwalia, as the Chairman cum Managing Director of the Company, within such limits as provided in the Explanatory Statement.

RESOLVED FURTHER THAT the Board of Directors upon the recommendation of the Nomination and Remuneration Committee and Audit Committee be and is hereby authorised to alter or enhance, including periodical increase in his remuneration as may be permissible within the overall limits as prescribed under Section 197 of the Act and rules made thereunder, the SEBI Listing Regulations and other applicable laws, regulations, as amended from time to time and alter such terms & conditions as set out in the Explanatory Statement, as it may deem appropriate in compliance with the applicable regulatory provisions.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary proper or desirable and to settle any questions or doubts that may arise in this regard."

5. Re-appointment of Mr. Charan Singh Saini (DIN: 06864826) as Whole-Time Executive Director of the Company:

To consider and if thought fit, pass with or without modification(s), the following resolution as a Special Resolution(s):

"RESOLVED THAT pursuant to the provisions of Sections 196, 197 and other applicable and related provisions, if any, read with Schedule V of the Companies Act, 2013, as may be applicable (including any statutory modifications and re-enactments thereof for the time being in force), read with Regulation 17 and 17 (1C) and other applicable regulations, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors, approval of the members of the Company, be and is hereby accorded for the re-appointment of Mr. Charan Singh Saini (DIN: 06864826) as a Whole-Time Director of the Company for a period of one (01) year with effect from July 12, 2025, on such terms and conditions, including remuneration by way of salary, perquisites, and allowances, as set out in the Explanatory Statement, with liberty to the Board of Directors to alter and vary the terms and conditions of the said appointment and/or remuneration as may be agreed between the Board and Mr. Saini, subject to the aggregate remuneration not exceeding the limits specified under the Companies Act, 2013, Schedule V, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and SEBI (LODR) Regulations, 2015, or any statutory modification(s) or re-enactment(s) thereof and within such limits as provided in the Explanatory Statement:

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary proper or desirable and to settle any questions or doubts that may arise in this regard."

	By Order of the Board of Directors
	Navpreet Kaur
	Company Secretary & Compliance Officer
Place: Chandigarh	(M. No. FCS-8353)
Date: August 12, 2025
Indo Farm Equipment Limited
CIN: L29219CH1994PLC015132

Registered Office: SCO No.859 NAC Kalka Road Manimajra, Chandigarh, India-160101.

NOTES

1. The Ministry of Corporate Affairs ("MCA") vide Circular No. 14/2020 dated 08 April 2020, Circular No.17/2020 dated 13 April 2020, Circular No. 20/2020 dated 05 May 2020, Circular No. 02/2021 dated 13 January 2021, Circular No. 02/2022 dated 05 May 2022 and Circular No. 10/2022 dated 28 December 2022, Circular No. 09/2023 dated 25 September 2023 and the latest being Circular No. 09/2024 dated 19 September 2024 (collectively referred to as "MCA Circulars”) and the Securities and Exchange Board of India ("SEBI") vide its Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated 12 May 2020, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15 January 2021, Circular No. SEBI/HO/CFD/PoD2/P/ CIR/2023/4 dated 05 January 2023, Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated 07 October 2023 and the latest being Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 03 October 2024 (collectively referred as "SEBI Circulars"), have permitted the holding of the Annual General Meeting ("AGM") of a company through Video Conferencing ("VC") /Other Audio Visual means ("OAVM"), without the physical presence of the Members at a common venue. Thus, in compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI Circulars read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and MCA Circulars, the 25th Annual General Meeting ("AGM") of the Company is being conducted through VC / OAVM which does not require physical presence of the Members at a common venue. The Registered Office of the Company shall be deemed to be the venue for the 25th AGM of the Company. The Company has engaged the services of National Securities Depository Limited ("NSDL") for providing the facility for remote e-Voting, for participation in the AGM through VC / OAVM and for e-Voting during the AGM. The procedure for participating in the AGM through VC / OAVM is explained below.

2. In terms of the MCA Circulars, since the requirement of physical attendance of Members has been dispensed with, there is no requirement of appointment of proxies. Accordingly, the facility of appointments of proxies by Members under Section 105 of the Act will not be available for the AGM. Hence, the Proxy form and the attendance slip are not annexed to this notice.

3. The information required to be provided as per section 102 of the Act, Secretarial Standard - 2 on General Meetings issued by The Institute of Company Secretaries of India and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are furnished in the explanatory statement which is annexed hereto.

4. Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM through VC/OAVM. Institutional/ Corporate Shareholders i.e., other than individuals/ HUF, NRI, etc. are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC/OAVM on its behalf and to vote through remote e-Voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email at ajaykcs@gmail.com with a copy marked to Compliance@indofarm.in .

5. Since the AGM will be held through VC / OAVM, the Route Map is not annexed to this Notice.

6. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

7. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the Quorum under Section 103 of the Companies Act, 2013.

8. A statement giving details pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, in respect of Director seeking reappointment at this AGM is attached as Annexure -A to the Notice.

9. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act and the Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the Members during the AGM. All the documents referred to in the Notice and Explanatory Statement, shall be available for inspection through electronic mode by the Members, in accordance with the applicable statutory requirements basis the request being sent on Compliance@indofarm.in.

10. Members seeking any information with regard to the accounts or any matter to be placed at the AGM or who wish to inspect relevant documents referred to in this Notice, are requested to write to the Company on or before Sunday, 21 September 2025, 06:00 P.M. (IST) through email on Compliance@indofarm.in.The same will be replied by the Company suitably.

11. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details such as bank account number, name of the bank and branch details, MICR code and IFSC code, mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., directly to the DP.

12. As per the provisions of Section 72 of the Act and SEBI Circular, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form No. ISR-3 or SH-14 as the case may be. Members may give request for registering PAN, KYC details or changes or updation thereof through Form No. ISR-1. The said forms can be downloaded from the Companys website https://www.indofarm.in/.

13. Members are requested to submit the said details to their DP in case the shares are held by them in dematerialized form and to RTA .in case the shares are held in physical form.

14. To support the Green Initiative, Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with the RTA in case the shares are held by them in physical form.

15. The Securities and Exchange Board of India ("SEBI") has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their depository participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Companys Registrar and Transfer Agent, Mas Services Limited.

16. In case of joint holders attending the AGM, only such joint holder who is higher in the order of names will be entitled to vote provided the votes are not already cast by remote e-Voting by the first holder.

17.In compliance with the MCA and the SEBI Circulars, the Notice of the AGM along with the Annual Report for the FY 2025 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories, unless any member request for the physical copy of the same, in which case the Notice of the AGM along with the Annual Report for the FY 2025 will be physically dispatched upon advance payment of the estimated actual expenses of delivery of the documents at least 10 days in advance of dispatch of such documents by the Company. Members may note that the Notice of the AGM and the Annual Report for the FY 2025 will also be available on the Companys website https://www.indofarm.in/. website of the Stock Exchanges at www.bseindia.com and www.nseindia . com respectively and on the website of NSDL at www.evoting.nsdl.com.

18. The Board of Directors have appointed CS Ajay Arora, Proprietor of M/s. A Arora & Co, Practicing Company Secretaries, to act as the Scrutinizer to scrutinize the voting during the AGM and remote e-Voting process in a fair and transparent manner.

19. The Scrutinizer shall immediately after the conclusion of voting at the AGM, first count the votes cast at the meeting through e-Voting and thereafter unblock the votes cast through remote e-Voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than 48 hours of the conclusion of the AGM, a consolidated scrutinizers report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith. The results declared along with the report of the scrutinizer shall be placed on the website of the Company https://www.indofarm. in/. shareholder-services and on the website of NSDL at www.evoting.nsdl.com immediately after the declaration of result by the Chairperson or a person authorized by them in writing. The Company shall simultaneously forward the results to NSE and BSE where the shares of the Company are listed.

20. The procedure for e-Voting on the day of the AGM is the same as the instructions mentioned above for remote e-Voting.

21. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through the e-Voting system in the AGM.

22. Members who have voted through remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:

The remote e-voting period begins on Monday, September 22, 2025, at 09:00 A.M. and ends on Wednesday, September 24, 2025 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the cut-off date may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Thursday, 18 September 2025.

The Details of the process and manner for remote e-voting and joining the AGM are explained herein below:

How do I vote electronically using NSDL e-Voting systemRs.

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/ evotinglogin.isp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
	2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login" which is available under IDeAS section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
	3. If you are not registered for IDeAS e-Services, option to register is available at https://eservices. nsdl.com. Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp
	4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:// www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under Shareholder/ Member section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
	5. Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www. cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
	2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers website directly.
	3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
	4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting websiteRs.

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl. com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under Shareholder/Member section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12******
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12************** then your user ID is 12**************
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001*** and EVEN is 101456 then user ID is 101456001***

5. Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the initial password which was communicated to you. Once you retrieve your initial password, you need to enter the initial password and the system will force you to change your password.

c) How to retrieve your initial passwordRs.

(i) If your email ID is registered in your demat account or with the company, your initial password is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your User ID and your initial password.

(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

6. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:

a) Click on "Forgot_User_Details/PasswordRs."(if you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

b) Physical_UserPesetPasswordRs." (If you are holding shares in physical mode) option available on www.evot- ing.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@ nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

7. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.

8. Now, you will have to click on "Login" button.

9. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting systemRs.

1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join Meeting".

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.

5. Upon confirmation, the message "Vote cast successfully" will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to ajaykcs@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot_User_Details/PasswordRs." or "Physical_User Reset_PasswordRs." option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to (Name of NSDL Official) at evoting@nsdl.com_

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of In case shares are held in physical mode please complete PAN-KYC using form ISR-1 with RTA i.e. MAS Services Limited (Form can be download from website of RTA i.e. www.masserv.com under download section).

2. In case shares are held in demat mode, please update your email id and mobile number with your DP and generate password as per instructions given above

3. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM ARE AS UNDER:

1. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the EGM/AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM/AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM/AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM/AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM" placed under "Join meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members who would like to express their views/ ask questions as a speaker at the Meeting may pre-register themselves by sending a request from their registered e-mail address mentioning their names, DP ID and Client ID/folio number, PAN and mobile number at compliance@indofarm.in on or before 21 September 2025, 06:00 P.M. (IST). Only those Members who have pre-registered themselves as a speaker will be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

3. Members are encouraged to join the Meeting through Laptops for better experience.

4. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

5. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

6. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at (company email id). The same will be replied by the company suitably.

7. Registration of Speaker related point needs to be added by company.

ANNEXURE - A TO THE NOTICE

In pursuance of the provisions of Regulation 36 (3) of the SEBI Listing Regulations and SS-2 (Secretarial Standard on General Meetings) issued by the ICSI, details of Director seeking re-appointment at the ensuing Annual General Meeting (AGM) is as below:

Information on Director seeking re-appointment pursuant to Secretarial Standard-2 (SS-2) on General Meeting:

The Board recommends the resolution set forth in Item No. 2 of the Notice for approval of the Members as an Ordinary Resolution.

Name of Director	Mr. Anshul Khadwalia
DIN	05243344
Date of Birth	28-09-1990
Age (In years)	34
Nationality	Indian
Qualification	He holds Bachelor of Science in Business and Management from Aston University (U.K.).
Date of First Appointment	18-10-2018
	He is more than 10 years experience in the industry. Currently, he is looking after Sales and Marketing strategies for the
Experience/ Expertise in specific functional areas	IFELs Tractor and Spare Parts Division. He is also an active speaker in TED talks. He is also awarded by Hindustan Times TOP 30 UNDER 30.
Terms of Appointment	Retire by rotation and being eligible, offers himself, for reappointment as a Director.
Remuneration to be paid and last drawn remuneration	^ 9,600,000/- as Whole Time Director of the company
Shareholding in the company	997332 equity shares
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company	Mr. Anshul Khadwalia is a part Promoter Group of IFEL and Son of Mr. Khadwalia Singh Khadwalia, Managing Director of the company.
Number of Board Meetings attended during the year (FY 2025-26)	One (1)
Listed entities from which he has resigned as Director in past 3 years (Other than IFEL)	NA
	He is a member of Stakeholders Relationship Committee,
Other Committee membership or Chairmanship held	Risk management Committee and Corporate Responsibility Committee w.e.f. 12.08.2025.

STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013 Item No. 3: Appointment of Secretarial Auditor of the Company

In terms of provisions of Regulation 24A(1)(b) of SEBI Listing Regulations read with Circular No.: SEBI/HO/CFD/CFD-PoD-2/ CIR/P/2024/185 dated 31 December 2024, a listed entity shall appoint Secretarial Auditor for a term of five consecutive years with the approval of shareholders in its AGM.

Accordingly, as per the stated regulations and as per the recommendations of the Audit Committee and the Board of Directors at their respective meetings held on Monday, 28 May 2025, M/s. A Arora & Co (A proprietorship Concern)., Peer Reviewed Practicing Company Secretaries (FCS No. 993 ), having their office at SCO 64-65, First Floor, Sector 17-A, Chandigarh, is proposed to be appointed as Secretarial Auditors of the Company, for a period of Five (5) consecutive years commencing from FY

2025-2026 till FY 2029-2030 to conduct Secretarial Audit and issue the Secretarial Audit Reports of the Company for the said period. M/s. A Arora & Co., have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified in Circular No.: SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31 December 2024. They have further confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of Disqualifications mentioned in Circular No.: SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31 December 2024. The details required to be disclosed as per the provisions of Regulation 36(5) of the SEBI Listing Regulations, 2015 are as under:

Sr. No. Particulars	Details
1 Proposed Secretarial Auditors	M/s. A Arora & Company
2 Basis of Recommendation for appointment	M/s. A Arora & Co, Practicing Company Secretaries based in Chandigarh, offering services in the field of secretarial matters, more than thirty (30) years and Mr. Ajay Arora has overall experience of 30 years. The firm is peer reviewed and offers a whole gamut of secretarial services in the field of Company Law matters, SEBI Laws, FEMA laws, RBI laws etc. They have a strong team of well-qualified & experienced staff having adequate and varied experience and exposure relating to corporate and secretarial compliances. Their core team members are Company Secretaries who have experience of dealing with various corporate law matters. They specialize in timely delivery of qualitative assignments. They are well exposed in dealing/appearing before with various regulatory authorities like Registrar of Companies (ROC), Regional Director (RD), National Company Law T ribunal (NCLT), Ministry of Corporate Affairs (MCA), Reserve Bank of India (RBI), etc.
3 Details relating to Credentials of Secretarial Auditor	Mr. Ajay Arora holds a bachelors degree in commerce and is Fellow Member of the Institute of Company Secretary of India, "ICSI" along with aforementioned qualifications he holds Post Membership Qualification in Corporate Governance and Arbitration.
4 The details of remuneration to be paid to the Firm for the Secretarial Audit Services.	Rs. 3 Lakhs (Rupees Three Lakh) plus applicable taxes and out of pocket expenses.
5 Terms of Appointment	FY 2025-2026 to FY 2029-2030

Accordingly, the Board of Directors seeks consent of the Members by passing an Ordinary Resolution set out at Item No. 3 of the notice to consider the appointment of M/s. A Arora & Company, Practicing Company Secretaries, for the office of the Secretarial Auditor of the Company for a period of Five (5) years, from the financial year 2025-2026 to 2029-2030.

None of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise in the said resolution as per Item No. 3 of the Notice.

The Board of Directors recommends the resolution as set out in Item No. 3, for approval of the Members of the Company by way of an Ordinary Resolution.

Item No. 4: Re-appointment of Mr. Ranbir Singh Khadwalia as Chairman & Managing Director

The statement as required under Section II, Part II of the Schedule V of the Companies Act, 2013 with reference to Special Resolution at respective Item No. 4 & 5 is here below.

Ranbir Singh Khadwalia, aged 64 years is one of the founding Promoters of our Company. He is currently designated as Chairman and Managing Director of our Company. He has been associated with our Company since incorporation of our Company. He has completed his Diploma in Mechanical Engineering from Haryana State Board of Technical Education. Before commencing the Indo Farm, he was associated with Eicher Farm Machinery Limited in the Production department. He has around three decades of experience in manufacturing of farming / agricultural equipments and machines. He is currently responsible for overall supervision of the management and affairs of the Company including the setting up of new plants and developing industry networks for further business development.

Considering his knowledge of various aspects relating to the Companys affairs and long business experience, the Board of Directors is of the opinion that for the smooth and efficient running of the business, the services of Mr. Ranbir Singh Khadwalia should be available to the Company for a further period of 3 (Three) years with effect from 1st July, 2025 on the following terms and conditions:

Remuneration:

• Salary: Rs. 8,00,000/- (Rupees Eight Lakh only) per month.

Perquisites and Allowances:

• Medical Allowance: Reimbursement of actual medical expenses for self and family as per Company rules.

• Provident Fund & Gratuity: Contribution as per applicable laws and Company rules.

• Leave Encashment: Twenty days per year, accumulated up to 240 days, encashable as per Company rules.

• Club Fees: Fees for up to two clubs (excluding admission and life membership fees).

• Incentive/Performance Bonus: As may be determined based on Company performance.

• Leave Travel Concession: Rs. 60,000/- per annum.

• Telephone/Mobile Facility: Company to provide and bear all expenses.

• Car with Driver: Free use of car with driver; all expenses borne by the Company.

Other Terms:

• No sitting fee shall be paid for attending Board or Committee meetings.

• The appointment may be terminated by either party with three months notice or salary in lieu thereof, or by mutual consent.

• All payments are subject to applicable taxes and laws.

Accordingly, the Board of Directors vide resolution passed by Board of Director on June 30, 2025, based on the recommendation of the Nomination & Remuneration Committee and Audit Committee appointed Mr. Khadwalia as Chairman Cum Managing Director from 01/07/2025. In terms of the provisions of the Act and the Articles of Association of the Company, based on the recommendation of the Nomination and Remuneration Committee, and Audit Committee the Board of Directors vide resolution passed by circulation on June 30, 2025 appointed Mr. Ranbir Singh Khadwalia as Chairman Cum Managing Director of the Company for a period of 3 (Three) years with effect from 01.07.2025 liable to retire by rotation subject to the approval of the Shareholders of the Company. Accordingly, the Board recommends the passing of the ordinary resolution as set out under item no. 4 to the AGM Notice.

Details of Directors retiring by rotation and seeking appointment/ reappointment as required under regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 on General Meetings. The main terms and conditions for the appointment of Mr. Ranbir Singh Khadwalia as Chairman Cum Managing Director as follow:

Name of Director	Mr. Ranbir Singh Khadwalia
DIN	00062154
Date of Birth	31-10-1960
Age (In years)	65 Years
Nationality	Indian
Qualification	He has completed his Diploma in Mechanical Engineering from Haryana State Board of Technical Education.
Date of First Appointment	July 01, 2003

 

Experience/ Expertise in specific functional areas	He has been associated with our Company since incorporation of our Company. Before commencing the Indo Farm, he was associated with Eicher Farm Machinery Limited in the Production department. He has around three decades of experience in manufacturing of farming / agricultural equipments and machines. He is currently responsible for overall supervision of the management and affairs of the Company including the setting up of new plants and developing industry networks for further business development.
Terms of Appointment	To be re-appointed effective from July 01, 2025, for a term of 3 (Three) years, subject to approval of the shareholders of the Company by way of a Special Resolution within 3 months. The other terms and conditions of the appointment shall remain unchanged.
Remuneration to be paid and last drawn remuneration	Rs. 9,600,000/-
Shareholding in the company	16826400 equity shares
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company	Mr. Ranbir Singh Khadwalia is a Promoter of IFEL and Father of Mr. Anshul Khadwalia, Whole Time Director of the company.
Number of Board Meetings attended during the year	Three (3)
Listed entities from which he has resigned as Director in past 3 years	NA
Other Committee membership or Chairmanship held	He is chairman of CSR, RMC Committee and also he is member in the audit committee, Stakeholder Relation ship Committee.

Item No. 5: Re-appointment of Mr. Charan Singh Saini as Whole Time Director:

Mr. Charan Singh Saini was appointed as an Whole Time Director of the company w.e.f. 12.07.2024 by the Board of Directors of the company. He is engaged in the day-to-day affairs of the company and has been managing the business operations at the plant level overseeing and managing the Tractor & Construction Equipment Division of the company. The Board of Directors decided to appoint him as a Whole Time Director of the company for a further term of 1 year w.e.f. 12.07.2025 to 11.07.2026 designated as Whole Time Director Operations (Tractor & Construction Equipment Division).

• Gross Salary: Rs. 2,65,000/- per month (Rupees Two Lakh and Sixty-Five Thousand only)

Perquisites:

1. Accommodation: Entitled to free furnished accommodation or House Rent Allowance as per the rules of the Company within the overall limit specified above.

2. Provident Fund and Gratuity: Contribution as per applicable laws and rules of the Company.

3. Leave Encashment: Twenty days of leave per year, accumulated up to 240 days as per the rules of the Company. Leave not availed during his tenure may be encashed as per the rules of the Company.

4. Free Telephone/Mobile Facility: The Company shall provide mobile facility. All expenses related to it will be borne by the Company.

5. Free Use of Car with Driver: The Company shall provide a car with a driver, and all repair, maintenance, and running expenses, including the drivers salary, shall be borne by the Company.

Mr. Charan Singh Saini has an overall experience of more than four decades in the tractor and automobile industry. He has been previously associated with HMT Limited and Maruti Suzuki India Limited, where he has made noteworthy contributions in operations, manufacturing, and management. At present, he is responsible for the overall operations and supervision of manufacturing facilities of Indo Farm Equipment Limited, and has played a pivotal role in improving operational efficiencies and product quality.

Based on the recommendations of the Nomination & Remuneration Committee, the Board of Directors, by way of a resolution passed on June 30, 2025, appointed Mr. Charan Singh Saini as Whole Time Director of the Company for a term of 1 (One) year commencing from July 12, 2025, liable to retire by rotation, subject to the approval of shareholders by way of a Special Resolution.

In order to be compliant with the provisions of the SEBI (Listing and Obligation Regulations and the Companies Act, 2013 including amendments, if any, the Company hereby proposes to retain him as Whole Time Director of the Company on attaining age of 70 years in light of his vast immense knowledge and enrich technical experience which he has been contributing immensely in the growth of the Company and as approved by Board of Directors of the Company at its meeting held on June 30, 2025. Hence, approval of the members is sought for the continuation of Mr. Charan Singh Saini as Whole Time Director of the Company on attaining the age of 70 years. All other terms and conditions of his appointment Including perquisites and benefits etc shall remain same to the extent approved by the members of the Company.

The additional information required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Secretarial Standards is annexed as Annexure . The Board recommends the passing of the Resolution at Item No. 5 as a Special Resolution.

Except Mr. Charan Singh Saini, none of the Directors or Key Managerial Personnels or their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

Details of Directors retiring by rotation and seeking appointment/ reappointment as required under regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 on General Meetings. The main terms and conditions for the appointment of Mr. Charan Singh Saini as Whole Time Director as follow:

Name of Director	Mr. Charan Singh Saini
DIN	06864826
Date of Birth	24-11-1955
Age (In years)	69 Years
Nationality	Indian
Qualification	Diploma-Mechanical
Date of First Appointment	July 12, 2024
Experience/ Expertise in specific functional areas	He was previously associated HMT Limited and Maruti Suzuki. He has overall experience of 4 decades in Tractor and automobile industry. Currently, he is responsible for the overall operations and supervision of manufacturing facilities at Indo Farm Equipment Limited.
Terms of Appointment	Effective from July 12, 2025, for a term of 1 (One) years, subject to approval of the shareholders of the Company by way of a Special Resolution within 3 months. The other terms and conditions of the appointment shall remain unchanged.
Remuneration to be paid and last drawn remuneration	Rs.265,000/- Rs. 17,93,548 (Last drawn w.e.f. 12.07.2024)
Shareholding in the company	NIL
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company	Not related to any Director/Key Managerial Personnel
Number of Board Meetings attended during the year	Three (3)
Listed entities from which he has resigned as Director in past 3	NA
years
Other Committee membership or Chairmanship held	NA

 

	By Order of the Board of Directors
	Navpreet Kaur
	Company Secretary & Compliance Officer
Place: Chandigarh	(M. No. FCS-8353)
Date: August 12, 2025