Ingersoll-Rand (India) Ltd Directors Report

To

THE MEMBERS,

INGERSOLL – RAND (INDIA) LIMITED

Your Directors are pleased to submit the 103rd Annual Report along with the Audited Balance Sheet and Statement of Profit and Loss for the year ended March 31, 2025, that is, the year under review.

1. FINANCIAL SUMMARY OF THE COMPANY

	2024-25		2023-24
Revenue from operations
(including other income):		137,458		124,120
Gross Profit		37,876		31,785
(Less:) Depreciation/
amortization expenses		(1,706)		(1,774)
(Less:) Finance Costs		(136)		(207)
Profit before Tax		36,034		29,804
(Less): Provision for Current Tax	(9,148)		(8,028)
Add/(Less): Deferred Tax for the year	(365)		472
Add/(Less): Current Tax relating
to prior years (net)	231	(9,282)	(9)	(7,565)
Net Profit		26,752		22,239
Other comprehensive income:
(net of tax)		(256)		94
Total comprehensive income
for the year		26,496		22,333
Add: Balance in retained
earnings brought forward from
earlier years		24,352		24,117
		50,848		46,450
Appropriations:
Dividends paid		23,676		22,098
Balance carried to Balance Sheet
as retained earnings		27,172		24,352
Total		50,848		46,450

2. MANAGEMENT DISCUSSION AND ANALYSIS I. Overview of Ingersoll Rand in India

Ingersoll Rand is a leading manufacturer of Compressors and provider of services, enabling customers to create and execute strategies for their industrial transformation.

The Company is in the process of expanding its manufacturing capacity by 50 per cent, from the current 10,000 units per month to 15,000 units per month. This second factory is expected to commence production in second quarter of financial year 2025-26 and with continued cross-selling and operational efficiencies, your Company is poised to ride the industrial capex cycle.

Our purpose is to amplify human potential and create the next opportunity for people, business and communities. We are guided by our value system which motivates our attitudes and actions. In our efforts to make this happen, the companys goals underscore strategic priority to operate sustainably across key areas of our business where we can make a powerful and lasting impact. The commitments further unite our employees through a shared sense of responsibility and purpose, bring value to our customers through product innovation and stewardship and make a positive difference toward protecting our communities.

With our trust in employees and commitment to live by Ingersoll Rands Execution Excellence (IRX), your Company has delivered strong results in financial year 2024-25 and is optimistic of growth in financial year 2025-26 and beyond. Together, we are confident of achieving new milestones while being committed to reduce the worlds carbon footprint.

II. Industry Structure and Development:

Global Economic Scenario: The latest World Economic Outlook reports a slowdown in global growth as downside risks intensify. While policy shifts unfold and uncertainties reach new highs, policies need to be calibrated to rebalance growth-inflation trade-offs, rebuild buffers, and reinvigorate medium-term growth, thereby reducing both internal and external imbalances. Globally, year 2024 has been an eventful year. The year witnessed unprecedented electoral activity on the political front, with more than half of the global population voting in major elections across countries. Meanwhile, adverse developments like the Russia-Ukraine conflict and the Israel-Hamas conflict increased regional instability. These events impacted energy and food security, leading to higher prices and rising inflation. Cyberattacks also became more frequent and severe, with growing human and financial consequences due to the increasing digitization of critical infrastructure. Geopolitical tensions have reshaped global trade. Geopolitical risks and policy uncertainty, especially around trade policies, have also contributed to increased volatility in global financial markets. Global Air Compressors market size was valued at USD 25.46 billion in year 2023 and is expected to grow at a compound annual growth rate (CAGR) of 4.7% from year 2024 to 2030. Stringent environmental regulations and a growing emphasis on sustainability have led industries to adopt more environmentally friendly air compressors. Various industries in the Asia Pacific countries, such as manufacturing, oil & gas, food & beverage, energy & medical, and home appliances have been enjoying significant growth through rising investments from public and private entities. China and India remain the most promising countries for upcoming sales and demand of air compressors owing to the presence of manufacturing hubs. (source: Fortune Business Insights) India Economic Scenario: As per the first advance estimates released by the National Statistical Office, Ministry of Statistics & Programme Implementation (MoSPI), the real Gross Domestic Product (GDP) growth for financial year 2024-25 is estimated to be 6.4 per cent. From the angle of aggregate demand in the economy, private final consumption expenditure at constant prices is estimated to grow by 7.3 per cent, driven by a rebound in rural demand.

Indias capital goods sector is expected to post modest profit growth during the fourth quarter of financial year 2024-25, supported by a rebound in order inflows from the defence and transmission segments. This comes even as a broader revival in public and private sector ordering remains elusive.

The industrial sector grew by 6 per cent in first half of financial year 2024-25. Q1 2024-25 saw a strong growth of 8.3 per cent, but growth moderated in Q2 2024-25 due to three key factors first, manufacturing exports slowed significantly due to weak demand from destination countries, and aggressive trade and industrial policies in major trading nations; second, the above average monsoon had mixed effects - while it replenished reservoirs and supported agriculture, it also disrupted sectors like mining, construction, and, to some extent, manufacturing; third, the variation in the timing of festivities between September and October in the previous and current years led to a modest growth slowdown in Q2 2024-25.

The GDP growth accelerated to 7.4% in Q4 2024-25, and full year growth at 6.4% resulting in Indian economy retaining its "fastest growing" economy tag. The foreign direct investment (FDI) in India reached USD 1.03 trillion from April 2000 to September 2024, with over 69% of inflows occurring since year 2014. This was complemented by exports totalling USD 778 billion, bolstering Indias global trade presence.

The financial year 2024-25 saw major policy reforms, including the liberalization of FDI limits across certain sectors, tax incentives, and improvements in the ease of doing business. These factors have contributed to sustained investor confidence, keeping India as an attractive destination for global capital. India is keen to expand its manufacturing sector, with a focus on diversifying into newer lines of production, advancing the industrial capacity of traditional sectors like automobiles, and establishing a globally competitive domestic supply chain ecosystem Your Companys products are primarily sold to industries in the automotive, metals, pharmaceutical and textile sectors and these sectors have registered strong growth in the financial year under review.

III. Segment-wise operational performance: Air Solutions is the only segment in your Companys operations. The gross revenue from operations of Air Solutions business for the year under review was Rs. 133,629 lakhs as against Rs. 119,814 lakhs in the previous financial year, a growth of over 11.5 %. Your Company continues to focus on local innovation and creating markets "In India; For India; By India". The profit before tax is Rs. 36,034 lakhs in the year under review as against Rs. 29,804 lakhs in the previous financial year, a significant jump of over 20.90%. IV. Outlook: India is poised to lead the global economy once again, with the International Monetary Fund (IMF) projecting it to remain the fastest growing major economy over the next two years. According to the April 2025 edition of the IMFs World Economic Outlook, Indias economy is expected to grow by 6.2% in calendar year 2025 and 6.3% in calendar year 2026, maintaining a solid lead over global and regional peers. Several factors contribute to this optimistic outlook, including strong demand, government efforts to boost consumer spending, and robust investment growth.

Looking ahead, Indias economic prospects for financial year 2025-26 are balanced. Headwinds to growth include elevated geopolitical and trade uncertainties and possible commodity price shocks. Domestically, the translation of order books of private capital goods sector into sustained investment pick-up, improvements in consumer confidence, and corporate wage pick-up will be key to promoting growth. Rural demand backed by a rebound in agricultural production, an anticipated easing of food inflation and a stable macro-economic environment provide an upside to near-term growth. Overall, India will need to improve its global competitiveness through grassroots-level structural reforms and deregulation to reinforce its medium-term growth potential.

According to IMF estimates, India will overtake Japan by the end of financial year 2025-26 to claim the tag of the 4th largest economy after the US, China and Germany.

V. Risk and Concerns: The air compressor market is heavily reliant on sectors like manufacturing, automotive, oil & gas, food & beverage, and construction. A slowdown in these sectors due to economic cycles, policy changes, or global disruptions can significantly impact demand. Also import dependence and supply chain disruptions remain a concern since many critical components, especially for high-end compressors, are still imported, making the industry vulnerable to currency fluctuations, geopolitical tensions, shipping delays and cost surges.

The market is witnessing increased competition from both domestic and international players. Low-cost imports, especially from China and Southeast Asia, are putting pressure on margins and affecting the competitiveness of Indian manufacturers. Also, the availability of spurious or substandard compressors and parts in the market undermines brand trust and poses safety risks to end-users.

Prices of raw materials like steel, aluminum, and copper remain volatile, impacting production costs and profitability. Many customers, especially MSMEs, rely on credit purchases. Delayed payments or defaults strain the working capital. The primary operating risks which could impact the Company relates to slow-down in the automotive, metals, pharmaceutical and textile sectors, exposure to seasonality for some of its businesses, competition from Indian and global players, volatile exchange rates, credit risks, import dependence, procurement concentration risks, volatile commodity prices risks, changes in tax and other legislations as well as risks arising out of higher input costs. The Company constantly monitors the challenges from amongst the eco-system comprising competition, industry, product life cycle, raw materials cost and takes steps to maintain and enhance existing competence. The primary threat over and above competitors created by COVID 19 was the demand supply gap, inflationary pressure and supply chain disruption which seems to be easing off though geopolitical volatile conditions still pose a threat. Availability of spurious parts and components at cheap prices continue to disrupt fair competition. We see an increase in activity of using imports of substandard complete packages which is an added threat. Fluctuating foreign currency rates will have impact on imports.

VI. Opportunities and Threats: Expansion in sectors like manufacturing, automotive, pharmaceuticals, food & beverage, and construction is driving demand for compressed air systems. Government initiatives like "Make in India" and PLI schemes are boosting industrial output and infrastructure development. Rising energy costs and sustainability goals are pushing demand for energy-efficient, oil-free, and variable speed drive (VSD) compressors. IoT-enabled smart compressors are gaining traction for their ability to enable predictive maintenance and real-time monitoring. Stricter environmental norms are encouraging industries to upgrade to low-emission and oil-free compressors, especially in sensitive sectors like pharma and food processing. India is emerging as a manufacturing hub for industrial equipment, including compressors, with potential to export to Southeast Asia, Africa, and the Middle East. The growing installed base of compressors is creating a large aftermarket opportunity in maintenance, spare parts, and retrofitting.

However, the Influx of cheap, low-quality imports and spurious spare parts from countries like China is undercutting domestic manufacturers and affecting brand trust.

Skilled manpower shortage, lack of trained technicians for installation, maintenance, and troubleshooting is a bottleneck, especially in Tier 2 and Tier 3 cities.

VII. Discussion on financial performance with respect to operational performance: Analyzing operational and financial performance is essentially about converting management data that the business teams has collected into useful information. The same is then used to make management decisions and guide future actions. As such it is important to regularly review the combined technical and operational/financial performance.

The basic process for analyzing operational and financial performance is more standardized than the process for analyzing technical performance and involves some standardized aspects. It comprises an analysis of data resulting from implementation of operational plan. Analysis of operational and financial performance is a continuous process, and it is important to find ways to fit this analysis into the overall organizational plan. The board is well aware and has a clear idea about where budget variances are coming from at frequent intervals of time. The board takes timeline corrective steps which may be tactical or strategic ones to match the outcome of the operational performance with the financial performance.

The technical and project managers are well informed about the finical impact of their performance. This helps them to operate efficiently and effectively and to understand the impact of their actions on the financial results of the organization as a whole.

VIII. Material developments in Human Resources / Industrial Relations front, including number of people employed: At Ingersoll Rand commitment is to hire, develop, and retain the best talents in the industry. Your Company has established robust talent deployment process that enable us to identify and engage top tier professionals in the market. To support career growth, your Company offers a competitive and structured development framework. This includes well-designed training programs, access to self-paced learning tools such as LinkedIn Learning, and highly engaging mentorship initiatives. Our managers actively support employees in achieving their self-development goals, reinforcing a culture of continuous improvement.

Your Company is committed to fostering a workplace that is fair, transparent, and inclusive. Our compensation systems are equitable and our work schedules are flexible. We prioritize the health and well-being of our employees, partners, and communities.

Our Belonging and Engagement (BE) Chapters are instrumental in driving workplace transformation. These chapters focus on building an inclusive environment, improving diversity ratios and ensuring equity in policies and practices. Ingersoll Rand continuously strives to implement best-in-class policies that keep employees motivated, engaged and aligned with our core values. We invest in various engagement initiatives and nurture a culture of learning to develop future leaders. Our annual pulse survey helps us measure employee engagement, with managers taking ownership of actionable outcomes based on the feedback received.

As on March 31, 2025, the company had 537 permanent employees on its rolls.

IX. Safety, Health and Environment: Your Company believes all injures and work related diseases are preventable and our organization takes all proactive measures to achieve the goals of "no work-related injuries" and safe operations. Your Company has established a high level of safety standards and procedures to ensure safe working conditions for employees/contractors and visitors are trained to follow safe operating behaviors while at workplace. With a belief that human behaviors can be changed, behaviors based safety program has been implemented in the organization. The employees are encouraged to follow best safety practices during personal activities at home and while on roads. The management is committed and responsible in complying with all safety norms and takes adequate precautionary measures to prevent workplace related incidents. Your Company is committed to lead sustainably and continues to analyze management of hazardous and non-hazardous wastes and working with a long-term goal of zero waste to landfill. Your Company is committed to reduce 90% greenhouse gas (GHG) emission by end of year 2028 and as part of this goal several energy conservations projects and energy management practices are implemented at plant. The products developed and launched have higher energy and water efficiency and uses materials with low environmental impact compared to previous generation products.

X. Technology Innovation: Your Company has continued to invest in technology innovation to sustain its leadership position and be the pioneer of best-in-class solutions for its customers. This year, your Company has added new products and upgraded existing range to the wide gamut of products and through new models for all industries. In rotary oil flooded and oil free screw compressor segment your Company introduced best efficiency models in 15-22kW and 90-160kW respectively with continued focus on variable frequency drive models in all Tier products for optimum efficiency in operation. In plant air centrifugal space, CC700 model was upgraded for enhanced efficiency.

In air treatment space, the heat of compression (HOC) desiccant dryer portfolio is enhanced to add higher flow range models while localizing heated blower desiccant dryer models to complete the desiccant dryer portfolio for various industrial requirements. Aligned with our digital business strategy and long term sustainability goals, your Company introduced smart compressed air management tool called as Ecoplant to Indian customers. Ecoplant utilizes cloud data monitoring and advanced machine learning algorithms for dynamic control of compressors for energy savings.

XI. Disclosure as per Paragraph B (1) (i) and (j) under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").*

Sl. No.	Particulars	As on March 31, 2025	As on March 31, 2024	Percentage change
1	Debt Equity Ratio (in times)	0.017	0.010	65.29%
2	Debt service coverage ratio (in times)	104.04	58.35	78.29%

- Debt equity ratio increase is due to new lease entered for Delhi office

- Debt service coverage ratio increase is due to completion of lease for Gurugram office

* Disclosure has been given only for such ratios listed in the said SEBI Listing Regulations, which has a difference of equal to or more than 25% as on March 31, 2025 in comparison to the previous financial year ended on March 31, 2024.

3. DIVIDEND

On November 12, 2024, the Board of Directors of your Company has declared an interim dividend at the rate of Rs. 55/- per equity share, aggregating to an outlay of Rs. 17,362.40 lakhs, paid out of retained earnings. The Board at its meeting held on May 30, 2025 have recommended a final divided of Rs. 25/- per equity share for the financial year ended on March 31, 2025, which if approved by the members would result in cash outflow of Rs. 7,892.00 lakhs As per Regulation 43A of the SEBI Listing Regulations, the salient features of dividend distribution policy of the Company has been disclosed in the Corporate Governance Report and the dividend distribution policy is available under Policies section on the website of the Company at https://www.irco.com/en-in/invest

4. TRANSFER TO RESERVES

Pursuant to the provisions of the Companies Act, 2013 (the "Act"), your Directors do not propose to transfer any amount to the General Reserves. The entire profit after tax for the year under review will be held in Retained Earnings.

5. THE STATE OF COMPANYS AFFAIRS

Your Companys products are primarily sold to industries in the automotive, metals, pharmaceutical and textile sectors and these sectors have registered strong growth in the year under review. For the year ending March 31, 2025, your Company has recorded revenues of Rs.1,33,629 lakhs from operations which is 11.5% higher compared to that of the previous financial year. Our profits after tax for the year ending March 31, 2025 stood at Rs.26,752 lakhs which is higher by 20.3% compared to profit after tax of the previous financial year.

Our principal sources of liquidity are cash and cash equivalents and the cash flow that we generate from our operations. We continue to be debt-free and maintain adequate cash to meet not only the capex requirements for the new factory under construction but also our developmental and operational requirements.

Barring unforeseen circumstances, your Company is expected to continue on its growth path in financial year 2025-26.

6. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited, both of which are premier stock exchanges having nationwide trading terminal. The securities of the Company were not suspended from trading during the reporting period.

7. INVESTMENT IN NEW MANUFACTURING PLANT

The Board of Directors of the Company had in December 2022 approved setting up a new manufacturing plant at an investment of about Rs. 17,000 lakhs to increase the manufacturing and output of the existing products and also to manufacture new products. Pursuant to the same, the Company has taken land at Sanand – II Industrial Estate from Gujarat Industrial Development Corporation (GIDC) on 99 years lease basis. The construction activities are in progress with all necessary approvals, including the Site Master Plan and Consent to Establish (CTE) by Gujarat Pollution Control Board (GPCB). The new plant is expected to be operational in second quarter of financial year 2025-26.

8. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments which has occurred, affecting the financial position of the Company between the end of the financial year of the Company i.e., March 31, 2025 and the date of signing this report. There has been no change in the nature of business of the Company.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS IMPACTING THE GOING CONCERN STATUS

There are no significant and material order(s) passed by any of the Regulators or Courts or Tribunals, which could affect the going concern status of the Company and its future operations. During the reporting financial year, no application was made or any proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has established an internal control system commensurate with the size, scale, and complexity of its operations. To enhance the standards of controls and governance, the Company has adopted various measures to ensure that robust internal financial controls, put in place concerning operations, financial reporting and compliance, exist and are operating effectively.

Significant features of the Companys internal control system are:

A well-established, independent, Internal Audit team operates in line with best-in-class governance practices.

It reviews and reports to the Audit Committee regarding compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks.

The Audit Committee periodically reviews internal audit plans, significant audit findings, and adequacy of internal controls.

Systematic self-certification of adherence to key internal controls, as part of control self-assurance by process owners, monitors, and reviewers.

Adherence with a comprehensive information security policy and continuous upgrades of the Companys IT systems for strengthening automated controls.

Appropriate segregation of duties and usage of technology for continuous controls monitoring and enhanced controls assurance.

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time notified under Section 133 of the Companies Act, 2013, (the ‘Act) and other relevant provisions of the Act.

During the year under review, the internal controls were tested and found effective, as a part of the Managements control testing initiative. Accordingly, the Board, with the concurrence of the Audit Committee and the Auditors believe that the Companys Internal Financial Controls were adequate and operating effectively throughout the financial year ended March 31, 2025.

11. DETAILS OF JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES

Ingersoll-Rand Industrial U.S Inc. is the holding Company and Ingersoll-Rand Inc. is the ultimate holding company of your Company. Your Company does not have any associate, subsidiary or joint venture either in India or anywhere else in the world. Hence, the disclosure under Rule 8 of the Companies (Accounts) Rules, 2014 is not required.

12. DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. There are no amounts outstanding on account of principal or interest on public deposits as on March 31, 2025. Hence, no further disclosure in this regard is required to be made.

13. AUDIT

A. STATUTORY AUDIT:

M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S) were appointed as the Statutory Auditors of the Company to carry out Limited Review of the Unaudited Financial Results, Audit of the Financial Statements and Annual Financial Results of the Company and Tax Audit under the Income Tax Act, 1961 for a term of 5 years at the 100th Annual General Meeting to hold office till the conclusion of 105th Annual General Meeting of the Company to be held in year 2027.

The Audit Report issued by M/s. Deloitte Haskins & Sells, Chartered Accountants on the financial statement of the Company for the year ended March 31, 2025 is part of the Annual Report. The Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, during the financial year 2024-25, the Statutory Auditors have not reported any instances of fraud to the Audit Committee or Board as per Section 143 (12) of the Act.

B. INTERNAL AUDIT

The Company has an in-house dedicated team for internal audit which conducts regular internal audit, testing of internal financial controls and provides their report to Audit Committee on quarterly basis.

C. COST AUDIT:

The Company has maintained adequate records and books of accounts pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed under Section 148 of the Act. M/s. Ashish Bhavsar & Associates, Cost Accountants, (ICMA Firm Registration No. 000387) were the cost auditors of the Company for the financial year ended on March 31, 2025. The Board of Directors at their meeting held on May 30, 2025 have appointed M/s Diwanji & Co, Cost Accountants (Firm Registration Number: 000339) as Cost Auditors for conducting the audit of the cost records maintained by the Company for the year ending on March 31, 2026. The Cost Auditor has confirmed that they are not disqualified pursuant to the provisions of Section 141 of the Act read with Section 139 and 148 of the Act. M/s Diwanji & Co, Cost Accountants, being eligible, have provided their consent to act as the Cost Auditors of the Company for the financial year 2025-26. The requisite resolution seeking approval for remuneration proposed to be paid to the Cost Auditors, as approved by the Board of Directors has been set out in the Notice of the 103rd Annual General Meeting of your Company. The Company will file the cost audit report for the Financial Year ended March 31, 2025, with the Central Government before the due date.

D. SECRETARIAL AUDIT:

The Board of Directors of the Company at their meeting held on May 30, 2025 have recommended to the shareholders of the Company appointment of Mr. Natesh K, Practicing Company Secretary (Certificate of Practice No. 7277), as the Secretarial Auditor for a period of five consecutive years from financial year 2025-26 until financial year 2029-30 pursuant to Regulation 24A of SEBI Listing Regulations to issue secretarial audit report pursuant to the provisions of Section 204 (1) of the Act. The Secretarial Audit Report for the financial year ended March 31, 2025 pursuant to section 204(1) of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure – D to this report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Secretarial Compliance Report for the financial year ended March 31, 2025, in relation to compliance of all applicable SEBI Regulations/circulars/ guidelines issued thereunder, pursuant to requirement of Regulation 24A(2) of SEBI Listing Regulations, is set out in Annexure- D1 to this report.

14. SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

15. SHARE CAPITAL

The Company has only one class of share viz. equity share with a face value of Rs.10 each. During the year under review, there is no change in the issued and subscribed capital of your Company. The outstanding capital as on March 31, 2025 is Rs. 3,156.80 lakhs comprising 31,568,000 equity shares of Rs.10/- each. Share capital audit as per the directives of the Securities and Exchange Board of India (SEBI) to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital is being conducted on a quarterly basis by M/s. Parikh & Associates, Company Secretaries. The audit confirms that the total issued/ paid-up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL). The Audit Reports are placed on the table of the Board Meeting every quarter and duly forwarded to the stock exchanges where the equity shares of your Company are listed. During the financial year under review, the Company has not done any subdivision, alteration, split of equity shares and reduction of capital. The Company has also not issued any bonus shares nor bought back its shares during the financial year.

16. ANNUAL RETURN

The Annual Return of the Company as required under Section 92(3) read with Section 134(3)(a) of the Act is available on the website of the Company and can be accessed on the Companys website https://www.irco.com/ en-in/invest/trades-2023-24

17. BOARD MEETINGS

A minimum of four Board Meetings are held each year to review the quarterly financial results and operating performance of the Company. Apart from this, additional Board Meetings are also convened to address specific needs of the Company.

The agenda and notes to agenda are circulated to all the Directors well in advance, usually a week before the meeting to ensure adequate information is provided to enable the Directors to prepare and contribute to taking focused and informed decisions at the meeting. All relevant information as mentioned in Part A of Schedule II of SEBI Listing Regulations were tabled before the Board at all the meetings. The details of the meetings of the Board of Directors of the Company convened and attended by the Directors during the financial year 2024-25 are given in the Corporate Governance Report, which forms part of this Annual Report. The maximum interval between any two consecutive Board meetings did not exceed 120 days, as prescribed in the Act.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed as per the provisions of Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out in Annexure – A forming part of this report.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is committed to being a corporate with a heart and purpose and extends financial support to the communities and beneficiaries in and around its areas of operation to deliver solutions that help improve lives in those communities. In line with our philosophy, we choose projects after detailed need assessment studies and with implementation partners that share our vision in this journey. With careful monitoring and detailed impact analysis, we continue to build scalable projects that run over a 3-5 year horizon making a deeper impact in the communities we want to engage. This year too, your Company has continued its CSR initiatives to focus on providing education and skill development, healthcare, conservation of environment and community development. These activities are in accordance with Schedule VII of the Act. The Board of Directors and CSR Committee review and monitor from time to time all the CSR activities being undertaken by the Company. The CSR policy of your Company is the available under Policies section on the website of the Company at https://www.irco.com/en-in/invest During the financial year 2024-25, your Company incurred CSR Expenditure of Rs. 471.08 lakhs and the report on CSR activities pursuant to Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 is set out in Annexure – B forming part of this report. During the financial year ended March 31, 2025, four meetings of the CSR Committee of the Board were held on May 28, 2024, August 12, 2024, November 12, 2024 and February 14, 2025. The details of the Members who attended the meetings during the year are given in CSR Report, which forms part of this Annual Report.

20. INDEPENDENT DIRECTORS

The Board has an optimum combination of Independent and Non-Independent Directors. As per the requirements of SEBI Listing Regulations, half of the Boards strength comprise of Independent Directors. As on March 31, 2025, Mr. Sekhar Natarajan, Ms. Jayantika Dave and Ms. Vijaya Sampath are independent directors of the Company. New independent directors, as and when inducted into the Board, are familiarized with the operations and functioning of the Company and their roles and responsibilities. All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA). The Independent Directors have submitted a declaration of independence, as required pursuant to Section 149(7) of the Act and Regulation 25 of SEBI Listing Regulations stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulations 16 of the SEBI Listing Regulations. As per the declarations received, they have complied with the Code of Conduct laid down under the Schedule IV of the Act. All the directors have confirmed that they are not debarred from holding the office of director by virtue of any SEBI order or any other such authority. In the opinion of the Board, the independent directors have high level of integrity and experience and are proficient in their respective fields of expertise and are contributing to the overall performance of the Company. The Company has over the years been fortunate to have eminent persons from diverse fields to serve as Directors on its Board. Pursuant to the SEBI Listing Regulations, the Nomination & Remuneration Committee of the Board has ensured diversity of the Board in terms of experience, knowledge, perspective, background, gender, age and culture.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. DIRECTORS:

Mr. Rajesh Ganjoo, Executive and Non-Independent Director, has resigned from the Board effective August 12, 2024. The Board places on record its appreciation for his contribution since his appointment.

In accordance with the applicable provisions of the Companies Act, 2013 read with terms of the Articles of Association of the Company and on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on November 12, 2024, considered and approved the following appointments, subject to the approval of the shareholders:

Appointed Mr. Sunil Khanduja (DIN 10041581) as Managing Director of the Company effective November 12,

2024 for a period of 5 consecutive years subject to retirement by rotation.

Appointed Mr. Gareth Topping (DIN 10823043) as an additional director (Non-Executive & Non-Independent category), effective November 12, 2024.

As stipulated under Regulation 17 (1C) of SEBI Listing Regulations, any appointment of Director is required to be approved by the shareholders at the next general meeting or within a period of three months from the date of appointment, whichever is earlier. Accordingly, the Company has obtained the approval of Members by way of Ordinary Resolution through e-voting/postal ballot for the abovesaid appointments on February 4, 2025. Pursuant to the provisions of the Act, Mr. Sunil Khanduja, Managing Director will retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. Based on the performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends the appointment of Mr. Sunil Khanduja as Director (Executive and Non-Independent category) of the Company.

B. KEY MANAGERIAL PERSONNEL:

The Board of Directors at their meeting held on November 12, 2024 on the recommendation of the Nomination and Remuneration Committee and subject to the approval of shareholders, appointed Mr. Sunil Khanduja as Managing Director of the Company for a period of 5 years with effect from November 12, 2024 to November 11, 2029.

The Company has obtained the approval of Members by way of Ordinary Resolution through e-voting/postal ballot for the appointment of Managing Director on February 3, 2025.

Mr. Rajesh Ganjoo has resigned from the services of the Company and ceased to be Executive Director effective from August 12, 2024.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025 are

Sl.	Name	Designation
No.
1.	Mr. Sunil Khanduja	Managing Director
2.	Mr. P. R. Shubhakar	Executive Director, Chief Financial Officer & Company Secretary

22. AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Act and Regulation 18 of SEBI Listing Regulations. The matters relating to the composition, meetings, and functions of the Audit Committee are included in the Corporate Governance Report, forming part of this report. The Board has accepted the Audit Committees recommendations during the year wherever required and hence no disclosure is required under Section 177(8) of the Act with respect to rejection of any recommendations of Audit Committee by Board.

23. PARTICULARS OF EMPLOYEES

The statement of Disclosure of Remuneration as required to be disclosed under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules"), is appended as Annexure – C to the Report. The information as per Rule 5(2) of the Rules, forms part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Rules, this Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company.

24. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Your Company has been conducting and will continue to conduct its business with the highest standards of ethics, integrity and transparency across its operations and in compliance with the applicable laws and regulations. In pursuit of a strong commitment to governance and compliance, vigil mechanism as envisaged in the Act, the Rules prescribed thereunder and SEBI Listing Regulations, your Company has implemented its Whistle Blower Policy as envisaged in the Act and SEBI Listing Regulations encompassing various elements and components in an integrated manner. The Code of Conduct of your Company, which is applicable to all employees of your Company, serves as a guide for daily business interactions, reflecting your Companys standard for appropriate behavior and living corporate values. An Ethics Committee has been constituted to administer this Policy.

The suppliers and vendors of the Company are also required to adhere to Code of Conduct as it is a prerequisite for conducting business with your Company.

The Company has a Whistle Blower Policy in place, which is the mechanism for directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct, violations of legal or regulatory requirements, incorrect or misrepresentation in any financial statements and reports etc. This policy covers reporting of any violation, wrongdoing or non-compliance, including without limitation, those relating to the Code of Conduct, policies and standard procedures of the Company, and any incident involving leak or suspected leak of unpublished price sensitive information (UPSI) or unethical use of UPSI in accordance with or under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The policy provides for adequate safeguards against victimization of those who choose to report concerns by availing the mechanism and also provides for direct access to the Chairman of Audit Committee in exceptional cases. The Audit Committee of the Company oversees the implementation of the Whistle Blower Policy.

Detailed update on the functioning of the Whistle-Blower Policy and compliance with the Code of Conduct has also been provided in the Corporate Governance Report, forming part of this report.

The Whistle Blower Policy can be accessed under Policies section on the website of the Company at https://www.irco. com/en-in/invest

25. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has in place a Nomination and Remuneration Committee in accordance with the requirements of the Act read with the rules made thereunder and Regulation 19 of the SEBI Listing Regulations. Your Board has adopted a Remuneration Policy for identification, selection and appointment of Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company. The Policy provides criteria for fixing remuneration of the Directors, KMPs, SMPs as well as other employees of the Company.

The Board, on the recommendations of the Nomination and Remuneration Committee, appoints Director(s) (Executive and Non-Executive) of the Company based on his/her eligibility, experience and qualifications and such appointment is approved by the Members of the Company at General Meetings or by way of e-Voting/postal ballot. Generally, the Executive Directors and Independent Directors are appointed for a period of five years. The Directors, KMPs and SMPs shall retire as per the applicable provisions of the Act and the policy of the Company. While determining remuneration of the Directors, KMPs, SMPs and other employees, the Nomination and Remuneration Committee ensures that the level and composition of remuneration are reasonable and sufficient to attract, retain and motivate them and such remuneration comprises a balance between fixed and variable pay reflecting performance objectives appropriate to the working of the Company and its goals. Annual increments are also approved by the Nomination and Remuneration Committee. Remuneration to Directors is paid within the limits as prescribed under the Act and the limits as approved by the Members of the Company, from time to time. The remuneration policy of the Company is available under Policies section on its website at https://www.irco.com/en-in/invest

26. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act, SEBI Listing Regulations and the Remuneration Policy of the Company, your Company has in place a Board Evaluation process for the Board of Directors as a whole, Board Committees and also for the Directors (Executive and Non-Executive) individually by seeking responses/inputs from all the Directors to an assessment questionnaire. A structured questionnaire has been prepared after taking into consideration inputs received from the directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, independence, governance, ethics and values, adherence to corporate governance norms, interpersonal relationships, attendance and contributions to the meetings etc.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board, who were evaluated on parameters such as participation and contribution by a director, commitment, including guidance provided to the senior management outside of Board/committee meetings, effective deployment of knowledge and expertise, effective management of relationship with various stakeholders, independence of behaviour and judgment etc. The performance evaluation of the Independent Directors as well as of the Chairman was carried out by the entire Board. The evaluation process has been explained in the corporate governance report. The Board reviewed the evaluation results as collated by the Nomination and Remuneration Committee. Further, in a separate meeting of independent directors, performance of non-independent directors and the Board as a whole was evaluated as stipulated under the SEBI Listing Regulations. The Chairman, based on the evaluation done by the Directors, informed that the performance of Directors is satisfactory and they are recommended for continuation as Directors of the Company.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, your Company has not given any loans or provided any guarantees or made any investments within the meaning of Section 186 of the Act. The Company has not borrowed any loan from banks/ financial institutions. Consequently, there are no instances to report the difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof. Hence, no further disclosure is required to be made under this section.

28. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties were in ordinary course of business and on arms length basis in accordance with the provisions of the Act.

Your Company has formulated a policy on Related Party Transactions which has been uploaded under Policies section on website of the Company at https://www.irco.com/en-in/invest

All transactions with related parties during the year are in accordance with the Policy on Related Party Transactions, formulated and adopted by the Company and were reviewed and approved by the Independent Directors who are members of the Audit Committee in accordance with SEBI Listing Regulations. Prior omnibus approval of the Independent Directors who are members of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all Related Party Transactions is placed before the Audit Committee for their review on a quarterly basis.

There are no materially significant related party transactions entered into by the Company with its promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The details of the related party transactions as per Indian Accounting Standards (IND AS) – 24 are set out in Note No. 35 to the Financial Statements of the Company. The Company in terms of Regulation 23 of the SEBI Listing Regulations, submits disclosures of all related party transactions to the stock exchanges, within time stipulated and in the format stipulated under the said SEBI Listing Regulations.

Particulars of contracts or arrangements with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure - E in Form AOC-2 and forms part of this report.

Pursuant to SEBI Listing Regulations, the resolution seeking approval of the Members on material related party transactions with Ingersoll-Rand Industrial US Inc, the holding company forms part of the Notice of the ensuing AGM and the Board recommends the resolution for the approval of the members.

29. CORPORATE GOVERNANCE

Your Company has been consistent in complying with the corporate governance guidelines and best practices to boost long-term shareholder value and to uphold minority rights. The Company considers it an inherent responsibility to disclose in a timely and accurate manner all information regarding its operations and performance, as well as regarding leadership and governance within the Company. Our corporate governance practices reflect our value system encompassing our culture, policies, and relationships with our stakeholders. We also endeavour to enhance long-term shareholder value and respect minority rights in all decisions encompassing our operations.

Pursuant to Regulation 34 read with Schedule V of SEBI Listing Regulations, a separate report on Corporate Governance along with the compliance certificate from Mr. Natesh K, Company Secretary in practice confirming compliance with the requirements of Corporate Governance is set out in Annexure F forming part of this report.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report (BRSR) follows the National Guidelines on Responsible Business Conduct (NGRBC) principles on the social, environmental and economic responsibilities of business. As stipulated under Regulation 34(2)(f) of SEBI Listing Regulations read with NGRBC guidelines, issued by Ministry of Corporate Affairs the BRSR is set out in Annexure G forming part of this report.

31. RISK MANAGEMENT POLICY

The Company has in place a Risk Management framework to identify, evaluate and mitigate business risks and challenges. The risk management policy includes the identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Pursuant to the requirement of Regulation 21 of SEBI Listing Regulations, the Company has constituted a Risk Management Committee (RMC), consisting of Board members and senior executives of the Company. The RMC is tasked to frame, implement and monitor the risk management plan for the Company. The Committee is also responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls.

All properties and insurable interests of the Company have been fully insured.

32. DIRECTORS AND OFFICERS INSURANCE (D&O)

As per the requirements of Regulation 25(10) of SEBI Listing Regulations, the Company has obtained Directors and Officers (D&O) Insurance for all its Directors and members of the Senior Management.

33. PREVENTION OF SEXUAL HARASSMENT POLICY

Your Company believes in providing every employee an opportunity to work in an environment which is free from any kind of behavior or conduct which could be considered as sexual harassment. Your Company is committed to treating every employee with dignity and respect. Your Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees, consultants, trainees, volunteers, third parties and/or visitors at all business units or functions of the Company are covered by the said policy. An Internal Compliance Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company periodically conducts training sessions and workshops for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act. The Company had mandated all employees to undergo online training on Prevention of Sexual Harassment (POSH). The Company has filed Annual Return pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with the appropriate authority.

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

Sl. No.	Particulars	Status of the No. of complaints received and disposed off
1.	Number of complaints on Sexual harassment received	Nil
2.	Number of Complaints disposed off during the year	Nil
3.	Number of cases pending for more than ninety days	Nil

 

Sl. No.	Particulars	Status of the No. of complaints received and disposed off
4.	Number of workshops or awareness programme against sexual harassment carried out	01 (One)
5.	Nature of action taken by the employer or district officer	N.A.

34. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations provided to them, your Directors, pursuant to Section 134 (3) (c) of the Act, state: (a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same; (b) that appropriate accounting policies have been selected and applied consistently and have 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 as at March 31, 2025 and of the profit and loss of the Company for the year ended on March 31, 2025; (c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) that the annual accounts have been prepared on a going concern basis; (e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively; and (f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

35. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers and all other business associates for their continued support to the Company and for the faith reposed in the management.

	For and on behalf of the Board of Directors of
	Ingersoll-Rand (India) Limited
	Sekhar Natarajan
Date : May 30, 2025	Chairman
Place: Mumbai	(DIN: 01031445)