Indo Farm Equipment Ltd Directors Report

Dear Members,

The Board of Directors ("the Board") of the Company is pleased to present the 25^th Annual Report of Indo Farm Equipment Limited ("the Company" or "IFEL") along with the Audited (Standalone and Consolidated) Financial Statements for the Financial Year ("FY") ended 31 March 2025 (hereinafter referred as "FY 2025" or "during the year"). This is the first annual report after the Initial Public Offering ("IPO") of the Company. The Board appreciates and is thankful for the continued support of all the stakeholders throughout the journey of the Company from incorporation as a private limited company, conversion into public limited company and now as a listed company. Your confidence in us inspires our continued commitment to delivering consistent growth and value.

1. FINANCIAL PERFORMANCE:

The Audited Financial Statements of the Company for FY 2024-25 are prepared in accordance with the relevant applicable Indian Accounting Standards (Ind AS) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The table below sets forth the key financial parameters of the Companys performance during the year under review:

Particulars	Standalone		Consolidated
	FY 2025	FY 2024	FY 2025	FY 2024
Revenue from Operations	36676.99	35246.15	38718.92	37523.17
Other Income	289.91	101.03	262.17	72.13
Total Income	36966.90	35347.17	38981.10	37595.30
Total Expenses	34472.71	33207.06	36364.55	35206.00
Profit before tax	2494.19	2140.11	2616.54	2389.30
Total Tax expenses	232.71	785.65	261.86	849.02
Profit for the year	2261.48	1354.46	2354.68	1540.28

2. REVIEW OF OPERATIONS AND STATE OF THE COMPANYS AFFAIRS:

Standalone Performance

During the year under review, on standalone basis revenue from operations was f 36676.99 lacs in FY 2025 which was 4.06 % higher than the revenue of f 35246.15 lac in FY 2024. The profit before tax for FY 2025 was at f 2494.19 lac with a net profit of f 2261.48 lac. In Comparison, FY 2024 reported a profit before tax of f 2140.11 lac and a net profit of f 1354.46.lac.

Consolidated Performance

During the year under review, on consolidated basis revenue from operations was of f 38718.92 lac in FY 2025 which was 3.19 % higher than the revenue of f 37523.17 lacs in FY 2024. The profit before tax for the FY 2025 was f 2616.54 lac with a net profit of f 2354.68 lacs. In comparison, FY 2024 reported a profit before tax of f 2389.30 lacs and net profit of f 1540.28 lacs.

Barota, as a strategic NBFC subsidiary of Indo Farm, plays a pivotal role in supporting the companys core business of tractor manufacturing. By providing tailored financial solutions to end customers and dealers, Barota significantly enhances Indo Farms market reach, sales conversion, and customer retention. Barota facilitates tractor sales by offering easy, accessible financing options to farmers and rural customers-many of whom face challenges in accessing traditional bank credit. This has directly increased Indo Farms sales volumes, especially in rural and semi-urban markets.

Business areas

A. Crane Business

The crane business is a flagship business segment for Indo Farm Equipment Limited, contributing approximately 61.36% to the companys total revenue in FY 2025, the revenue from this segment stood at f 22505.31 lacs, marking steady growth compared to f 16837.64 lacs in the previous financial year as per standlone results.

B. Tractor Business

The tractor business continued to be a significant segment for Indo Farm Equipment Limited, contributing approximately 38.64% to the companys total revenue in FY 2025. Revenue from this segment stood at f 14171.68 lacs, reflecting a decrease from f18408.51 lacs in the previous financial year as per standlone results.

3. TRANSFER TO RESERVES:

During FY 2025, the Company has not transferred any amount to Reserves. The Board of Directors has decided to retain the entire amount of profit for FY 2025 and re-invest the profits back into the Company to support its growth objectives.

4. DIVIDEND:

In order to conserve the resources for the future business requirements of the Company, the Directors have decided not to recommend any dividend for the FY 2025.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company is not required to transfer any amount of unpaid/unclaimed dividend or any other amount to the Investor Education and Protection Fund during the year under review.

6. SHARE CAPITAL:

As on 31 March 2025 the Authorised Share Capital of the Company is f 50,00,00,000.00 (Rupees Fifty Crores Only) consisting of 5,00,00,000 (Five Crores) Equity Shares of f 10.00 each:

As on 31 March 2025, the Paid up share capital of the Company is f 48,05,16,000 (Rupees Forty-Eight Crores Five Lakhs Sixteen Thousand only) divided into 48,051,600 equity shares of face value of f 10.00 each.

During the Financial Year, following changes have occurred in the Capital Structure of the Company:

Sr No Particulars	No of Shares	Cumulative No of equity shares	Cumulative outstanding share capital (face value of 10/- each)	Issue Price	Date of Allotment
Share Capital at the beginning of the year, i.e. 01 April 2024	37,551,600	37,551,600	375,516,000
ssuance of Shares through Private Placement
1 Preferential Allotment/Private Placement	600,000	38,151,600	381,516,000	185	4/16/2024
2 ^referential Allotment/Private Placement	250,000	38,401,600	384,016,000	185	4/30/2024
3 Preferential Allotment/Private Placement	995,900	39,397,500	393,975,000	185	5/24/2024
4 Preferential Allotment/Private Placement	54,100	39,451,600	394,516,000	185	5/29/2024
nitial Public Offering
Fresh Issue Through Initial Public Offering (IPO)	8,600,000	48,051,600	480,516,000	215	1/3/2025
Share Capital at the closing of the year i.e. 31 March, 2025		48,051,600	480,516,000

Fresh issue of Equity Shares pursuant to Initial Public Offer:

During the FY 2025, the Company has issued and allotted 8,600,000 (Eighty-Six Lakhs) Shares of f 10.00 each, at an issue price of f 215.00 per fully paid-up equity share (including a premium of f 205.00 per equity share) pursuant to Initial Public Offer as approved by the Board of Directors in their meeting held on 03 January 2025.

The funds received pursuant to Public Issue, have been utilised for the objects stated in the prospectus.

During the financial year, there were no instances of Bonus issue of Shares, issue of shares with differential voting rights, buy back of shares of Employee Stock Option Schemes.

7. LISTING OF EQUITY SHARES OF THE COMPANY:

During the period under review, the Company got listed on stock exchange(s) through Initial Public Offer (IPO) for total 12,100,000 Equity Shares aggregating to f 260,15,00,000 (Rupees Two Hundred sixty Crores Fifteen Lakhs), which comprises :

a. Fresh Issue of 8,600,000 (Eighty-Six Lakhs) Equity Shares of f 10.00 each aggregating to f184,90,00,000.00 (Rupees One Hundred Eighty-Four Crores Ninety Lakhs Only) and

b. Offer for Sale (OFS) of 3,500,000 (Thirty-Five Lakhs) Equity Shares of f 10.00 each aggregating up to f 75,25,00,000.00 (Rupees Seventy-Five Crores Twenty-Five Lakhs Only.).

The issue price was f 215.00 (Rupees Two Hundred and Fifteen only) per share including the premium of f 205.00 (Rupees Two Hundred and Five only) per equity share.

The Companys equity shares were listed on the National Stock Exchange of India Limited and Bombay Stock Exchange Limited w.e.f. 07 January 2025.

8. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

As on 31 March 2025, the Company had 1 Wholly Owned subsidiary and there has been no material change in the nature of business of the subsidiary.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of Companies (Accounts of Companies) Rules, 2014, a statement containing the salient features of Financial Statements of the Companys subsidiary(s) in Form No. AOC-1 is appended as Annexure A to the Boards Report.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Companys website and can be accessed at https://www.indofarm.in/corporate-governance/ .

Further, pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated Financial Statements of the Company along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://www.indofarm.in/ .

9. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

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

10. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014. As on 31 March 2025, there were no deposits lying unpaid or unclaimed.

11. CREDIT RATING:

The Companys financial discipline and prudence is reflected in the strong credit ratings by rating agencies. The details of credit ratings are disclosed in the Corporate Governance Report which forms part of this Annual Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. Board of Directors

The composition of the Board is in conformity with Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 which, inter alia, stipulates that the Board should have an optimum combination of Executive and Non-Executive directors. The composition of Board of Directors are as follows:

Name of the Director	Designation
Mr. Ranbir Singh Khadwalia	Chairman and Managing Director (Executive)
Mr. Anshul Khadwalia	Whole Time Director (Executive)
Mr. Charan Singh Saini	Whole Time Director (Executive)
Mr. Brij Kishore Mahindroo	Non-Executive - Independent Director
Ms. Babita Dosajh	Non-Executive - Independent Director
Ms. Arshdeep Kaur	Non-Executive - Independent Director

The Board of Directors of the Company is led by the Chairman and comprises of 6 (Six) Directors, consisting of 2 (Two) WholeTime Directors, 1 (One) Chairman and Managing Director, 3 (Three) Non-Executive Independent Directors including 2(Two) Women Director.

The details of the Board and committee composition, tenure of directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of the Annual Report.

Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Independent Directors have submitted declarations stating that each of them fulfils the criteria of independence as provided in Section 149(6) of the Act along with rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors are competent, experienced, proficient and possess the necessary expertise and integrity to discharge their duties and functions as Independent Directors. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

None of the Companys directors are disqualified from being appointed as a director as specified in Section 164 of the Act. All Directors have further confirmed that they are not debarred from holding the office of a director under any order from SEBI or any other such authority.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Anshul Khadwalia (DIN:05243344) Whole Time Director of the Company, retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. In compliance with Secretarial Standards-2, the brief resume, expertise, and other details of Mr. Anshul Khadwalia is given in the notice convening the Annual General Meeting ("AGM"). Based on the recommendations of the Nomination and Remuneration Committee of the Company, the Board recommends his reappointment as Director at the ensuing AGM.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, reimbursement of expenses incurred by them for the purpose of attending meetings of the Board and its Committees or other Company events and any other transactions as approved by the Audit Committee or the Board which are disclosed under the Notes to Accounts. For more details about the directors, please refer to the Corporate Governance Report.

2. Change in Key Managerial Personnel:

During the year under review, Mr. Kadappa Adiveppa Chinagundi (DIN: 10444270) resigned as Whole Time Director of the Company w.e.f 27.06.2024.

Mr. Ranbir Singh Khadwalia (00052164) was re-appointed as Chairman cum Managing Director of the company in the Board meeting dated 30.06.2025 for term of (3) Three w.e.f 01.07.2025. The approval of the members is being sought for the reappointment of Mr. Ranbir Singh Khadwalia as Managing Director at the ensuing AGM.

Mr. Charan Singh Saini (06864826) was appointed as an additional Director of te company w.e.f. 12.07.2024 and was further designated as the Whole Time Director of the company w.e.f 12.07.2024 for a term of 01 year which completed on 11.07.2025 . He was further re-appointed in the Board meeting dated 30.06.2025 for a term of 1 year w.e.f 12.07.2025. The approval of the members is being sought for the re-appointment of Mr. Charan Singh Saini as Whole Time Director at the ensuing AGM.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this report are:

Name of the Key Managerial Personnel	Designation
Mr. Ranbir Singh Khadwalia	Chairman and Managing Director
Mr. Varun Sharma	Chief Financial Officer
Ms. Navpreet Kaur	Company Secretary & Compliance Officer

13. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Nomination and Remuneration policy of the company for appointment and remuneration of Directors, Senior Management Personnel including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 is available on the Companys website at https:// www.indofarm.in/corporate-governance/.

14. PARTICULARS OF REMUNERATION:

The percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel ("KMP") (as required under the Act) to the median of employees remuneration, as required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure-B of this report.

15. HUMAN RESOURCES AND EMPLOYEE RELATIONS

The number of employees in the Company as on 31 March 2025 was 769 (Group Employees 951). The Company places great emphasis on ensuring gender diversity within the organization. As at the year-end, 2.60 % of the employees were female. The Company continues to put in efforts on this aspect and hopes to reach gender parity soon.

The Company is committed to maintaining a high level of compliance with the applicable labour laws and has implemented various policies and process to ensure timely completion of all periodic labour compliances and for monitoring and maintaining the status of compliances on an on-going basis.

The Company is also pleased to announce that it has implemented various initiatives for the benefit of its employees, such as time boxing, , milestone /stage based project management, and leverage automation to streamline operations, and wellbeing initiatives (health & fitness initiatives, employee engagement activities, work-life balance via streamlined work timings, monthly satisfaction surveys, employee training & skill enhancement, and rewards & recognition / belongingness).

16. ANNUAL RETURN:

Pursuant to Section134(3)(a) and Section92(3) of the Act read with Rule 12(1) of theCompanies (Management and administration) Rules, 2014, a copy of the Annual Return is available on Companys website at https://www.indofarm.in/annual-returns/ .

17. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013 the Board of Directors state and confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and of the profit of the company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

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

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Companys business policy and strategies apart from other urgent business matter.

During the year under review, 27 (Twenty-Seven) meetings of the Board of Directors were convened. The intervening gap between two consecutive meetings was within the maximum period mentioned under Section 173 of the Companies Act, 2013, Secretarial Standards on Board Meetings and SEBI LODR as amended from time to time. Detailed information on the meetings of the Board is included in the Corporate Governance Report which forms part of the Annual Report.

19. ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD, ITS COMMITTES AND OF INDIVIDUAL DIRECTORS:

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board along with performance evaluation of each Director to be carried out on an annual basis.

The evaluation was conducted via a questionnaire containing qualitative questions, with responses provided on a rating scale. Evaluation was based on criteria such as the composition of the Board and its Committees, their functioning, communication between the Board, its committees and the management of the Company, and performance of the Directors and Chairperson of the Board based on their participation in effective decision making and their leadership abilities.

20. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the code of Independent Directors under Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 24 March 2025 to review, among other things, the performance of non-Independent Directors and the Board as a whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.

21. COMMITTEES OF THE BOARD:

During the year under review, there were no change in the composition of the Committees of the Board.

As on the date of this Report, the following are the Committees of the Board:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Corporate Social Responsibility Committee

d. Stakeholders Relationship Committee

e. Risk Management Committee

The composition of various Committees and meetings held is detailed below:

a. AUDIT COMMITTEE:

The Audit Committee is duly constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Audit Committee met 06 (Six) times during the FY 2025.

The Company Secretary of the Company acts as a Secretary to the Committee.

The details, including composition of the Audit Committee, terms of reference, attendance etc., are included in the Corporate Governance Report, which is a part of this Report.

During the year under review, the Board has accepted all recommendations of the Audit Committee and accordingly, no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.

b. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee is duly constituted in accordance with provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee met 3 (Three) times during the FY 2025. The Company Secretary of the Company acts as a Secretary to the Committee.

The details, including composition of the Nomination and Remuneration Committee, terms of reference, attendance etc., are included in the Corporate Governance Report, which is a part of this Report.

c. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The Corporate Social Responsibility (CSR) Committee is duly constituted in accordance with the provision of Section 135 of the Companies Act, 2013. The Corporate Social Responsibility Committee met (2) Two times during the FY 2025. The Company Secretary of the Company acts as a Secretary to the Committee.

The details, including composition of the Corporate Social Responsibility Committee, terms of reference, attendance etc., are included in the Corporate Governance Report, which is a part of this Report.

d. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee was duly constituted as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee met (1) One time during the FY 2025. The Company Secretary of the Company acts as a Secretary to the Committee.

The details, including composition of the Stakeholders Relationship Committee, terms of reference, attendance etc., are included in the Corporate Governance Report, which is a part of this Report.

e. RISK MANAGEMENT COMMITTEE:

The Risk Management Committee was duly constituted pursuant the provisions of the Companies Act, 2013 and Regulation 21 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Indo Farm Equipment Limited has duly constituted the Risk Management Committee.

However, as the Company does not fall within the top 1000 listed entities by market capitalization, it is not obligated to conduct periodic meetings of the Risk Management Committee during the financial year. Accordingly, no Risk Management Committee meetings were held in FY 2025.

The Company Secretary of the Company acts as a Secretary to the Committee.

The Company has a well-defined risk management policy and framework which sets out the objectives and elements of risk management within the Company and helps to promote risk awareness across the organisation and integrate risk management within the corporate culture. The Risk Management Policy inter-alia includes well defined risk management roles within the Company, risk appetite and risk tolerance capacity of the Company, identification and assessment of the likelihood and impact of risk, risk handling and response strategy and reporting of existing and new risks associated with the Companys activities in a structured manner. This facilitates timely and effective management of risks and opportunities and achievement of the Companys objectives.

The Board, the Audit Committee and the Risk Management Committee have the responsibility for overseeing all risks. The Risk Management Committee is, inter-alia, authorised to monitor and review the risk assessment, mitigation and risk management plans for the Company from time to time and report the existence, adequacy, and effectiveness of the above process to the Board on a periodic basis.

The details of composition of the Risk Management Committee, their terms of reference, meetings held and attendance of the Committee Members thereat during the financial year under review are provided in the section titled Report on Corporate Governance, which forms part of the Annual Report.

22. AUDITORS:

Statutory Auditors and Statutory Auditors Report:

M/s. Deepak Jindal & Co. , Chartered Accountants were reappointed as Statutory Auditors of the Company, in the Annual General Meeting held on 30.09.2022 for a term of five consecutive years to hold office from the conclusion of 22^nd Annual General Meeting of the Company till the conclusion of 27th AGM to be held in the Financial Year 2027 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Company and the Auditor.

Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed thereunder, the Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company. There were no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor in their Report. The Notes to the Financial Statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the Financial Statements in the Annual Report.

Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s A. Arora & Company, Practicing Company Secretaries (FCS No. 2191, C.P. No. 993, Peer Review 2120/2022), were appointed as the Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for FY 2025. The Secretarial Audit Report in the prescribed Form No. MR-3 received from M/s A. Arora & Company, Company Secretaries (FCS No. 993) for the year ended 31 March 2025, is annexed as "Annexure C" and forms part of this report.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in its Report.

Pursuant to master circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, issued by Securities and Exchange Board of India, the Company has obtained Annual Secretarial Compliance Report for the FY 2025, from M/s A. Arora & Company., Practicing Company Secretaries on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder and the copy of the same has been submitted to the Stock Exchanges on 27 May 2025.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, Mr. Saravjit Singh Manager (Accounts) was appointed as the Internal Auditor of the Company to conduct the Internal Audit for the FY 2025.

23. MAINTENENCE OF THE COST RECORDS:

For the financial year 2025, the provisions relating to Cost Audit, as prescribed by the Central Government under Section 148 of the Companies Act, 2013 and the Rules framed thereunder, are applicable to the Company. In accordance with Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, Indo Farm Equipment Limited has maintained cost records records for FY 2025.

24. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:

Pursuant to Section 143(12) of the Companies Act, 2013, during the year under review there were no frauds reported by the Statutory Auditors of the Company to the Audit Committee or the Board of Directors. Hence, there is nothing to report under Section 134(3) (ca) of the Companies Act, 2013.

25. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to Page No. 32-37.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Securities and Exchange Board of India (SEBI) has mandated the top 1,000 listed companies by market capitalization to prepare and disclose the Business Responsibility and Sustainability Report (BRSR) from FY 2023 onwards as part of its ESG disclosure framework.

Indo Farm Equipment Limited is currently ranked among the top 2,000 listed entities but does not fall within the top 1,000 companies required to prepare the BRSR as per SEBI regulations. Accordingly, the Company has not prepared the Business Responsibility and Sustainability Report for FY 2025.

The Company remains committed to integrating responsible and sustainable business practices and continues to monitor regulatory developments to ensure timely compliance with applicable requirements.

27. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:.

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee evaluates the efficiency and adequacy of Financial Control system in the Company, its compliance with operating systems, accounting procedures at all locations of the Company and strives to maintain a high Standard of Internal Financial Control.

During the year under review, no material or serious observation has been received from the Auditors of the Company citing inefficiency or inadequacy of such controls. An extensive internal audit was carried out by M/s. Deepak Jindal & Co.; Chartered Accountants and post audit reviews were also carried out to ensure follow up on the observations made.

28. VIGIL MECHANISM POLICY:

The Company has adopted a Whistleblower Policy and has established a vigil mechanism for directors and employees in confirmation with Section 177 of the Act and the Rules framed thereunder and Regulation 22 of the Listing Regulations to report their concerns. For more details on the Whistleblower Policy please refer to the Corporate Governance Report.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards the Company encourages the employees to raise their genuine concerns without fear of criticism. Therefore, Company has Vigil Mechanism and Whistle Blower Policy and has established necessary framework to protect genuine whistle blowers, employees, third parties from any unfair treatment.

The Vigil Mechanism and Whistle Blower Policy is available on the website of the Company at https://www.indofarm.in/ corporate-governance/.

29. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE:

We believe that while the growth and success of our business is our priority, we can reach our greater goals only if we cater to the needs of the communities where we operate. Community development involves implementing a long-term plan to establish a supportive and lasting framework for the progress of communities. As a result, the Companys approach to CSR extends beyond fulfilling legal obligations and instead focuses on generating social and environmental benefits.

The CSR committee of the Board oversees and guides our CSR approach and deployment in line with the CSR policy adopted by the Board. The CSR Policy covers the focus/thrust areas around which the CSR programmes, projects and activities are planned for creating a significant positive impact on targeted stakeholder groups. During the financial year under review, the CSR efforts of the Company continued to be directed towards its focus areas in line with the Companys CSR Policy positively.

A brief outline of the Policy on Corporate Social Responsibility is available on the website of the Company at https://www. indofarm.in/corporate-governance/.

The Annual Report on CSR activities is enclosed as "Annexure D".

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company consciously makes all efforts to conserve energy across its operations. The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure E" and forms part of this Report.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

In accordance with the provisions of Section 186 of the Act, the details of Loans, Guarantees and Investments made by the Company as of 31 March 2025 are provided in the notes to the accounts of the Financial Statements which forms part of the Annual Report.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has formulated a Policy on materiality of dealing with related party transactions and the same has been hosted on its website at https://www.indofarm.in/corporate-governance/.

All the related party transactions are placed before the Audit Committee for their review and approval. Further, prior to entering into related party transactions of repetitive nature and in the ordinary course of business at an arms length basis, omnibus approval of the Audit Committee is obtained. Further, the Company has not entered into any material related party transaction during the year under review.

All the transactions entered during the financial year under review with the related parties referred to in Section 188 of the Act were in the ordinary course of the business and on the arms length basis and are reported /stated in the Notes to the Accounts of the Standalone Financial Statements of the Company which forms part of the Annual Report.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable to the Company, since there were no material transactions with related parties.

33. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEARTO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes or commitments affecting the financial position of the Company occurred between the end of the Financial Year to which these financial statements relate and the date of this report, except as disclosed in this Report.

34. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The Company was not required to obtain this valuation report as there were no instances of any One Time Settlements executed during the financial year.

35. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company or will have bearing on companys operations.

36. RISK AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy and Business Continuity Plan to

• Identify the Risk

• Assessment of Risk

• Measurement and Control

• Continuous Assessment

• Risk mitigation process

A detailed exercise is carried out by the Business Continuity Management ("BCM") designated by Board to identify, evaluate, manage and monitor both business and non-business risk. In this regard, the Company continues to exercise prudence on its Strategic risks, Regulatory risks, Legal and Secretarial Compliance risks, Financials Risks, Operational Risks, People Risks along with some other risk which might affect business operation. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. A copy of the risk management policy is placed on the Companys website h ttps://www.indofarm.in/. and can be accessed at https://www.indofarm.in/corporate-governance/ .

The following are the key risks faced by the Company and mitigation plans for each of those risks:

Risk	Mitigation Plan
	Our Company is focused on building economies of scale, into the business.
Competition & Supplier Risk	Company has strengthened our business long-term relation with customer Our Company has developed alternative suppliers to safeguard the raw material supply chain.
Regulatory & Secretarial Compliance Risks	Our Company has framework in place to timely Comply with the Regulatory & Secretarial Compliances.
Legal Risks	Our Company has maintained litigation tracker
	Our Company has robust strategy and framework in place to timely
Financials Risks	Compliances of all applicable Acts Statutes and Internal Control over Financial Reporting.
Operational Risks	Companys facilities are all as per GMP standards. We also house a R&D team which does rigorous checks to ensure the quality and efficacy of the products as per customer standards.

As the equity shares of the Company were listed on the National Stock Exchange of India Limited and BSE Limited on 7th January 2025, Indo Farm Equipment Limited qualifies as one of the top 2,000 listed entities based on market capitalization as of the immediately preceding financial year-end, i.e., 31st March 2025

Accordingly, Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), which mandates the constitution of a Risk Management Committee (RMC) for the top 1,000 listed companies, is not applicable to the Company. Nonetheless, in line with the Companys commitment to good corporate governance and proactive risk management, the Board of Directors has voluntarily constituted a Risk Management Committee.

The RMC is entrusted with the responsibility of monitoring and reviewing the Companys risk assessment, mitigation measures, and risk management plans on an ongoing basis. Furthermore, the Company has voluntarily adopted a comprehensive Risk Management Policy to strengthen its risk governance framework.

37. SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES:

Based on the information available with the company regarding the status of the suppliers under the MSME, the principal and interest amounts remaining unpaid to Micro, Small & Medium Enterprises as on 31st March, 2025 are Rs. 280.87 lac.

38. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and has complied with all the applicable provisions of the during the year under review.

39. PREVENTION OF INSIDER TRADING:

For dealing in shares and Unpublished Price Sensitive Information ("UPSI") of the Company and in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("SEBI Insider Trading Regulations") the Company has formulated and adopted the following:

• Code of internal procedures and conduct for regulating, monitoring and reporting of trading by insiders

• Code of practices and procedures for fair disclosure of UPSI

The aforesaid policies and codes are designed to maintain the highest ethical standards of trading in securities of the Company, to regulate, monitor and ensure pre- clearance and reporting of trades by the Designated Persons (including their immediate relatives) identified basis their functional role/seniority in the Company/ its wholly owned subsidiary Company (including step down subsidiary), advise designated persons and employees on protection of UPSI and on the compliances and procedures to be followed while dealing with securities and UPSI of the Company including entry in Structured Digital Database, investigation procedure in case of leak/suspected leak of UPSI and cautions them of the consequences of violations. The said Code is available on the website of the Company at https://www.indofarm.in/corporate-governance/ .

40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment ("POSH" policy) at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under to provide a safe and harassment free workplace for every individual working in any office of the Company.

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The Company did not receive any complaint of sexual harassment during the year under review. Moreover, no complaints

Sr.No. NatureofComplaints	ComplaintsPending at the Beginning	Received	Disposed-Off	Pending
1 Sexual Harassment	Nil	Nil	Nil	Nil
2 Workplace Discrimination	Nil	Nil	Nil	Nil
3 Child Labour	Nil	Nil	Nil	Nil
4 Forced Labour	Nil	Nil	Nil	Nil
5 Wages and Salary	Nil	Nil	Nil	Nil
6 Other HR Issues	Nil	Nil	Nil	Nil

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The Company affirms that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

41. OTHER INFORMATION:

a. Green Initiative:

To support the "Green Initiative" undertaken by the Ministry of Corporate Affairs (MCA), to contribute towards a greener environment, the Company has already initiated/ implemented the same. As permitted, delivery of notices, documents, annual reports etc. are being sent to members via electronic mode.

b. General:

No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1) Issue of equity shares with differential rights as to dividend, voting or otherwise.

2) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3) Buy back of the shares of the Company

4) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

5) There was no instance of onetime settlement with any Bank or Financial Institution.

42. ACKNOWLEDGEMENT:

The Directors also acknowledges and appreciates the contribution made by dedicated and loyal and all past and present employees at all levels of the Company for their hard work, dedication, commitment and efforts. The Directors also wish to place on record their appreciation for the continuous co-operation, assistance and support extended by all stakeholders, Government Authorities, Financial Institutions, Banks, Customers, Dealers, Suppliers etc. of the Company.

		For and on behalf of the Board of Directors
		Indo Farm Equipment Limited
	Ranbir Singh Khadwalia	Anshul Khadwalia
	Chairman and Managing Director	Whole Time Director
	DIN: 00062154	DIN: 0524334
Date: 12.08.2025
Place: Chandigarh