IFB Industries Ltd

To the Members,

Your Directors have pleasure in presenting before you the forty-eighth Annual Report of the Company together with the Audited Financial Statements of the Company for the year ended 31 March 2024.

The performance during the period ended 31 March 2024 has been as under:

Rs. in Crores

Consolidated figure includes standalone figure and figure of Global Appliances & Automotive Limited (GAAL), a wholly owned subsidiary company, Thai Automotive and Appliances Pte. Ltd. (TAAL), a step-down subsidiary company, and IFB Refrigeration Limited, an Associate Company.

OPERATIONS - Standalone

Your company completed year 2023-24 on a marginal increase of 5.28 % on revenue terms, and earned PBT of Rs. 90.36 Crores. The net revenue from operations grew by

5.06 % to Rs. 4311.68 Crores. The profit before depreciation, finance cost and tax as compared to last year increased by 31.27% to Rs. 240.22 Crores. Increase in PBDIT is largely on account of reduction in material cost.

OPERATIONS - Consolidated

Net revenue from operations on consolidated basis increased by 5.79% to Rs. 4437.84 Crores. Profit before depreciation, finance cost and tax on consolidated basis as compared to last year increased by 23.02% to Rs. 225.28 Crores.

DIVIDEND

Your Directors have decided not to recommend any dividend for the financial year under review to conserve resources for working capital, capital expenditure projects, acquisition etc.

TRANSFER TO RESERVE

The company does not propose to transfer any amount to Reserve.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, hereinafter "LODR Regulations, 2015". The Management Discussion and Analysis Report is enclosed as a part of this report.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

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

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company has always taken adequate steps to adhere to all the stipulations laid down in LODR Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 302009E), confirming the compliance with the conditions of Corporate Governance as stipulated under LODR Regulations, 2015 is included as a part of this report.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fee for the year 2024-25 to NSE, BSE & CSE where the Company's Shares are listed. The company applied for delisting of its shares from CSE which is pending before them.

DEMATERIALISATION OF SHARES

98.43% of the company's paid-up Equity Share Capital is in dematerialized form as on 31 March, 2024 and balance 1.57% is in physical form. The Company's Registrars is M/s. C.B. Management Services Pvt. Ltd., having their registered office at P-22, Bondel Road, Kolkata - 700 019. The entire shareholding of the promoters' and promoters' group are in dematerialized form.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met eight times during the financial year from 01 April 2023 to 31 March 2024. The dates on which the meetings were held are as follows :

24 April 2023, 27 May 2023, 28 July 2023, 02 November

2023, 15 January 2024, 25 January 2024, 1 February 2024 and 30 March 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Mr. Bijon Bhushan Nag (DIN: 00756995), Founder and Chairman of the Company passed away on 28th January, 2024.

Mr. P. H. Narayanan (DIN: 10158148) was appointed as Managing Director - Engineering Division of the Company for a period of three years with effect from 23rd November, 2023 and the same was approved by the shareholders of the company through Postal Ballot.

Mr. Bikramjit Nag (DIN: 00827155), was redesignated and appointed as Chairman of the company with effect from 1st February, 2024 till 31st October, 2027 and the same was approved by the shareholders of the Company through Postal Ballot.

Mr. Prabir Chatterjee (DIN: 02662511), Director & CFO retired w.e.f. 1st April, 2024.

Mr. Harsh Sachdev (DIN: 06385288), had resigned as MD & CEO - Engineering Division with effect from 24th July, 2023. Mr. Rajshankar Ray (DIN: 03498696) retires by rotation and being eligible offers himself for reappointment.

Mr. Sudip Banerjee (DIN: 05245757) retires by rotation and being eligible offers himself for reappointment.

Mr. Soumitra Goswami has been appointed as Interim CFO w.e.f 1st April 2024.

Mr. Ritesh Agarwal appointed as Company Secretary and Compliance Officer of the company w.e.f. 1st June 2023. Brief particulars and expertise of the director seeking re- appointment together with their other Directorship and Committee membership have been given in the annexure to the notice of the Annual General Meeting.

Apart from the above, there is no other change in KMP of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 the same 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 in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI LODR Regulations. In the opinion of the Board there has been no change in the circumstances affecting their status as independent directors of the Company. The Independent Directors have also confirmed the compliance pertaining to their enrolment with the databank of the independent directors maintained by The Institute of Corporate Affairs in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The declaration was placed and noted by the Board in its meeting held on 28th May, 2024.

REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and rules there to and Regulation 19 of SEBI (LODR) Regulation 2015 stating therein the Company's policy on Directors/ Key Managerial Personnel/ other employees'

appointment and remuneration by the Nomination and Remuneration Committee and approved by the Board of Directors. The said policy may be referred to on company's website at www.ifeindustries.com/Legal/Policies. As part of the policy, the Company strives to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors / KMPs of the quality required to run the company successfully; Relationship between remuneration and performance is clear and meets appropriate performance benchmarks.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI LODR Regulations, 2015.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive Directors.

Nomination and Remuneration Committee also in a separate meeting reviewed the performance of the individual Directors and the Board as a whole. In the Board meeting the performance of the Board, its committees, and individual Directors were also discussed.

AUDIT COMMITTEE

The Board has constituted an Audit Committee, the details pertaining to the composition of the audit committee are included in the report on Corporate Governance. There has been no instance during the year where recommendations of the Audit Committee were not accepted by the board.

AUDITORS' REPORT

The notes on Financial Statements referred to in the Auditor's Report are self-explanatory and do not call for any further explanation. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

STATUTORY AUDITORS

At 43rd Annual General Meeting held on 26 July 2019 the shareholders of the company reappointed M/s. Deloitte Haskins & Sells (Firm Registration No.: 302009E), Chartered Accountants as the Auditors of the Company for the second term of five consecutive years from the conclusion of 43rd Annual General Meeting till the conclusion of 48th Annual General Meeting. As the 2nd term of appointment of M/s. Deloitte Haskins & Sells will be completed with the conclusion of 48th Annual General Meeting of the Company, it is proposed to appoint M/s. Price Waterhouse & Co Chartered Accountants LLP (Firm Registration No.: 304026E/ E-300009)as Statutory Auditors of the company for a period of five years from the conclusion of 48th Annual General Meeting of the company till the conclusion of 53rd Annual General Meeting of the company. Accordingly, a resolution seeking approval of members for above appointment of Statutory Auditors is provided in the Notice to the ensuing Annual General Meeting.

COST AUDITORS

Your Board has appointed M/s. Shome & Banerjee, Cost Accountants as Cost Auditors of the Company for conducting cost audit for the financial year 2024-25. Accordingly, a resolution seeking approval of the members for ratifying the remuneration payable to the Cost Auditors for Financial Year 2024-25 is provided in the Notice to the ensuing Annual General Meeting.

COSTRECORDS

The Cost accounts and records as required to be maintained under Section 148(1) of the Act are duly made and maintained by the Company.

SECRETARIAL AUDIT

The provision of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company to be done from the financial year commencing on or after 1 April 2014 by a Company Secretary in Practice. The board in its meeting held on 30 March 2024 appointed Mr. Sankar Kumar Patnaik, Practising Company Secretary (Certificate of Practice no. 7177) as the Secretarial Auditor for the financial year ended 31 March 2024.

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the

Secretarial Audit Report submitted by Company Secretary in Practice is appended as Annexure-A, which forms part of this report. The observations of the Secretarial Auditor are self-explanatory in nature and does not call for any further explanation.

SECRETARIAL STANDARDS

The Company has in place proper system to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

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

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is appended as Annexure-B, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company constituted a CSR Committee. The Committee comprises independent director, non-executive director and executive director. CSR Committee of the Board has developed a CSR Policy which has been uploaded on the website of the Company at www.iftindustries.com. Your company has identified the activities covering mainly relating to (a) Promoting Education, (b) Promoting Health Care and (c) Skill Development Programme in line with the CSR policy of the Company. The company made an expenditure of Rs. 39.37 lacs against the budgeted amount of Rs. 27.64 lacs. The complete disclosure on CSR activities in terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure-C, which forms part of this report.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.iftindustries.com.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the company during the financial year with related parties were in ordinary course of business and on an arm's length basis. During the year, the company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transaction, which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act. The policy on materiality of related party transaction and on dealing with related party transaction as approved by the board may accessed on company's website at www. iftindustries.com. There were no material significant related party transactions which could have potential conflict with interest of the Company at large.Your directors draw attention of members to note 37 to the Financial Statements which set out related party disclosures.As required under the Companies Act, 2013, the prescribed Form AOC- 2 is appended as Annexure - D, which forms part of this report.

ANNUAL RETURN

In compliance with Section 92(3) and Section 134(3)(a) of the Act read with Companies (Management and Administration) Amendment Rules, 2020, the Annual Return for FY 2023-24 in the prescribed format has been placed at the Company's website at www.iftindustries.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements of the Company.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-E, which forms part of this report.

The number of permanent employees on the role of the Company as on 31 March 2024 is 2435.

The statement showing the name of top ten employees in terms of remuneration drawn and other particulars of employees employed throughout the year and in receipt of remuneration of Rs. 1.02 crore or more per annum and employees employed for part of the year and in receipt of remuneration of Rs. 8.5 lacs or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forming part of this report and is available on the website of the Company, at www.iftindustries.com.

In terms of Section 136 of the Act, the said annexure is open for inspection and any member interested in obtaining a copy of the same may write to the Company to email id: investors@^liftglobal.com.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In conformance to the requirements of the clause (f) of sub- regulation (2) of regulation 34 of Securities and Exchange Board of India (SEBI) Listing Regulations, the Business Responsibility and Sustainability Report for financial year 2023-2024 is appended as Annexure-F, which forms part of this report.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of IFB Industries Limited at its meeting held on May 29, 2018 has adopted this Dividend Distribution Policy (the "Policy") as required by Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available at your Company website at www.iftindustries.com.

DEPOSITS

During the year under review, your company has not accepted any deposits from the public/members u/s 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules during the year. There is no deposit outstanding as on date.

SHARE CAPITAL

During the year under review, no new shares were issued by the Company, therefore there was no change in the Issued and Paid-up Share Capital of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There has been no significant and material orders passed by the Regulators/ Courts/ Tribunals which would impact the going concerns status of the Company and its future operations.

END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There has been no material changes and commitments have occurred after the closure of the year till the date of this Report, which affect the financial position of the Company.

However, on 14th May 24, CRISIL rating has reaffirmed the "CRISIL AA - / Stable" (pronounced as CRISIL double A minus rating) for long term debts & revised the outlook from "Negative" to "Stable".

PROHIBITION & REDRESSAL) ACT, 2013

As per the requirement of Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013, your Company has in place a Policy for Prevention of Sexual Harassment of Women at Work Place and constituted Internal Complaints Committees. No compliant has been raised during the year ended 31 March, 2024.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors of the Company already formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is monitoring and reviewing the risk management plan and ensuring its effectiveness.

Risk management is the process of minimizing or mitigating the risk. It starts with the identification and evaluation of risk followed by optimal use of resources to monitor and minimize the same. The company is exposed to several risks. They can be categorized as operational risk and strategic risk. The company has taken several mitigating actions, applied many strategies and introduced control and reporting systems to reduce and mitigate those risks.

Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique/ relatively high-risk profiles.

An independent Internal Audit function carries out risk focused audits across all business, enabling identification of areas where risk management processes may need to be strengthened. The Audit committee of the board reviews internal audit findings on risk and provides strategic guidance on internal controls.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize the Independent Directors with the strategy, operations and functions of your company, the executive directors/ senior managerial employees make presentation to the Independent Directors about the company's strategy, operations, product and service offerings, markets, finance, quality etc. Independent Directors are also visiting factories and branch offices to familiarise themselves with the operations of the company and to offer their specialized knowledge for improvement of the performance of the Company.

Further, at the time of appointment of an independent director, the company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a director. The format of the letter of appointment is available at the Company website at www.iftmdustries. com.

INSOLVENCY AND BANKRUPTCY CODE

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review :

• Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

• There was no instance of any settlement with any Bank or Financial Institution.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

SUBSIDIARY / ASSOCIATE COMPANIES

IFB Industries Limited, has one wholly owned subsidiary company Global Automotive & Appliances Pte Ltd. (GAAL), one step down subsidiary Thai Automotive and Appliances Ltd. ( TAAL) and one Associate company IFB Refrigeration Limited.

Wholly Owned Subsidiary Global Automotive & Appliances Pte Ltd. (GAAL) and step-down subsidiary Thai Automotive and Appliances Ltd. (TAAL)

IFB Industries Ltd. acquired 100% equity shares of GAAL during July 2017. GAAL holds 100% equity holding in TAAL. GAAL acts as a special purpose vehicle for further investment in TAAL. GAAL is also engaged in trading of Electronics Parts and semiconductors and other commodities. TAAL is engaged in the business of Fine Blanking and Conventional Blanking and its acquisition helps IFB to consolidate its position in similar type of business in Thailand.

GAAL

During the year under review, GAAL has achieved a revenue of US$ 7.91. million which is a 46% growth as compared to 5.41 million US $ achieved during 2022-23. During the year the company made a PBT of US$ 0.82 million which is 10.23% of revenue as compared to US$ 0.11 million which is 1.98% of revenue, achieved during 2022-23.

TAAL

During the year under review, TAAL has achieved turnover of 268.65 million THB, which is a 26% growth as compared to 213.13 million THB achieved during 2022-23. During the year the company registered a profit of 2.66 million THB at PBT level as compared to a loss of 2.19 million made during 2022-23.

IFB Refrigeration Limited

During FY 2022-23, your Company invested an amount of INR 97 crores (Rupees Ninety-Seven Crores Only) in Equity shares of IFB Refrigeration Limited. Your Company's shareholding in IFB Refrigeration Limited as on 31st March, 2024 comes to 41.40%.

Consolidated financial statements of the company and its subsidiaries and Associate have been prepared in accordance with Section 129(3) of the Companies Act, 2013. Further, the report on the performance and financial position of the subsidiary companies in the prescribed form AOC-1 is appended as Annexure-G, which forms part of this report. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the Consolidated financial statements and related information of the company and financial statement of the subsidiary companies will be available on our website www.iftindustries.com. These documents will also be available for inspection during business hours at the corporate office of company.

ACKNOWLEDGEMENT:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Customers and Shareholders for their continued support.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all level.