Your Directors have pleasure in presenting their Thirty Third Board of Directors Report of your Company, together with the
Audited Financial Statements for the year ended March 31, 2025.

FINANCIAL RESULTS

Your Company's performance during the year as compared with that during the previous year is summarized below:

(' in Lakhs)

OPERATIONS

Your Company's Revenues for the year stood at ' 83,842
Lakhs as against ' 72,504 Lakhs for previous year despite of
ongoing Global Geo-political tension and slower penetration
of BLDC Ceiling Fans. Operating Profit before Depreciation
& Amortization amounted to ' 8,405 Lakhs as against
' 6,296 Lakhs for previous year. Profit before Tax amounted
to ' 3,251 Lakhs as against ' 1,388 Lakhs for previous year.

DIVIDEND

The Board, after considering holistically the relevant
circumstances and keeping in view of the Company's
Dividend distribution policy, has decided to recommend
' 2.50/- per share on Face Value ' 10/- dividend for the
year under review.

Your Company had adopted the Dividend Distribution Policy
and the same was hosted on the website of the Company
at: http://www.igarashimotors.com/uploads/investor/

pdf/14788383387IMIL-Dividend Distribution Policy.pdf

TRANSFER OF UNPAID & UNCLAIMED DIVIDEND
AND UNCLAIMED SHARES TO IEPF

As per the provisions of the Companies Act, 2013 read
with Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules')
all unclaimed dividends are required to be transferred
by the Company to the IEPF after completion of 7 years.
Further according to IEPF Rules, the shares on which
dividend has not been claimed by the Shareholders for seven
consecutive years or more shall be transferred to the demat
account of IEPF Authority. The details relating to amount of
dividend FY 2016-17 transferred to IEPF and such shares
on which dividends were un-claimed for seven consecutive
years are available on the website of the Company at http://
www.igarashimotors.com/investor-list.php?invescatid=22

RESERVES

The Reserves at the end of the year March 31, 2025 is at
' 43,408 Lakhs as against the Total Reserves of ' 41,551
Lakhs as at March 31,2024.

Your Company does not propose to transfer any amount to
the general reserve.

MATERIAL CHANGES

No material changes or commitments have occurred
between the end of the Financial Year and the date of this
Report which affect the financial statements of the Company
in respect of the reporting year.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/
ASSOCIATE COMPANIES

Your Company has no Subsidiary/ Associate / Joint Venture
Companies as on March 31, 2025. Report under Form
AOC-1 is annexed to this report.

DEPOSITS

During the year under review, your Company has not invited
or accepted any deposit within the meaning of provisions of
Chapter V of the Act, read with the Companies (Acceptance
of Deposits) Rules, 2014 for the year ended March 31, 2025.

PAID-UP SHARE CAPITAL

Your Company's Paid-up equity share capital is ' 3,147.50
Lakhs as on March 31, 2025.

DIRECTORS

During the year under report, the members of your Company
in 32^nd Annual General Meeting confirmed the re-appointment
of Mr. Thomas Francis Mckeough (DIN 09510485), as
Director who was liable for retire by rotation.

INDEPENDENT DIRECTORS

The Independent Directors viz. Mr. L Ramkumar (DIN
00090089) Mrs. S M Vinodhini (DIN :08719578) have given
declarations that they meet the criteria of independence as
laid down under Section 149(6) of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('Listing Regulations') and there has been
no change in the circumstances which may affect their status
as Independent Director during the year.

SECOND TERM OF INDEPENDENT DIRECTORS

Your Company had appointed Mrs. S M Vinodhini (DIN:
08719578) as an Independent Woman Director for a term
of five years with effect from April 1, 2020. As her first
term was set to expire on March 31, 2025, the Board of
Directors, based on the recommendation of the Nomination
and Remuneration Committee and after evaluating her
performance and fulfilment of the criteria for independence,
recommended her re-appointment for a second term of
five consecutive years commencing from April 1, 2025.

The members approved her re-appointment through a Postal
Ballot conducted on March 22, 2025.

Your Company had appointed Mr. L. Ramkumar (DIN:
00090089) as an Independent Director for a term of five years
with effect from July 30, 2020. As his current term is due to
expire on July 29, 2025, the Board of Directors, based on
the recommendation of the Nomination and Remuneration
Committee and after evaluating his performance and
fulfilment of the criteria for independence, recommends
his re-appointment for a second term of five consecutive
years commencing from July 30, 2025. The proposal for his
re-appointment forms part of the Notice of the 33^rd Annual
General Meeting of the Company.

The details of familiarization programmes to Independent
Directors is put up on the website of the Company at
the link: http://www.igarashimotors.com/investor-list.

php?invescatid=23

RETIREMENT BY ROTATION

Mr. Hemant M. Nerurkar (DIN: 00265887) was appointed as
a Director, liable to retire by rotation, pursuant to a Special
Resolution passed by the members at the 28^th Annual
General Meeting held on September 17, 2020.

In accordance with the provisions of the Companies Act,
2013, Mr. Hemant M. Nerurkar is liable to retire by rotation
at the forthcoming 33^rd Annual General Meeting and, being
eligible, has offered himself for re-appointment. The brief
profile and other relevant details of Mr. Nerurkar, as required
under the SEBI Listing Regulations, are provided in the Notice
convening the 33^rd Annual General Meeting of the Company.

EVALUATION OF THE BOARD’S PERFORMANCE

In compliance with the provisions of the Companies Act,
2013 and Regulation 25 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, your Company
has implemented a structured and comprehensive Policy for
the evaluation of the performance of Independent Directors,
the Board as a whole, its Committees, and individual Directors,
including both Executive and Non-Executive Directors.

For the financial year 2024-25, the Board carried out an
annual performance evaluation covering various aspects
such as the overall effectiveness of the Board, individual
contributions of Directors, and the functioning of its key
Committees — namely, the Audit Committee, Nomination
and Remuneration Committee, Stakeholders Relationship
Committee, and the Risk Management & ESG Committee.

The evaluation process included a detailed questionnaire
completed by each Director, covering criteria such as
the Board's composition, the discharge of duties and
responsibilities, quality and timeliness of information flow,
and the effectiveness of deliberations during meetings.
Further, individual performance assessments were conducted
through one-on-one discussions between each Director and
the Chairman of the Board. Directors were also encouraged
to provide feedback and suggestions to enhance the overall
effectiveness and governance practices of the Board and
its Committees.

NUMBER OF MEETINGS OF THE BOARD

During the year four Board Meetings were held on May 23,

2024, August 08, 2024, November 14, 2024, and February 11,

2025. The particulars of Directors, their attendance during the
financial year 2024-25 has been disclosed in the Corporate
Governance Report forming part of this Annual Report.

For details of the Committees of the Board, please refer to
the Corporate Governance Report.

AUDIT COMMITTEE

Your Company has an Audit Committee pursuant to the
requirements of the Act read with Rules framed thereunder
and SEBI (LODR) Regulations, 2015. The details are
relating to the same are given in the report on Corporate
Governance forming part of this Report. During FY 2024-25,
the recommendations of Audit Committee were duly
accepted by the Board.

DIRECTORS’ RESPONSIBILITY STATEMENT

In compliance of Section 134 (5) of the Companies Act, 2013
your directors, on the basis of information made available to
them, confirm the following:

a) In the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
Accounting Standards have been followed with
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
true and fair view of the state of affairs of the Company
as at March 31, 2025 and of the profit of the Company
for that period;

c) Proper care has been taken for maintenance of
adequate accounting for safe guarding the assets of the
Company and detecting fraud and other irregularities;

d) They have laid down Internal Financial Controls to be
followed by the Company and the Audit Committee of
the Board of Directors shall ensure that the internal
control is adequate and robust;

e) The annual accounts are prepared on a
going concern basis;

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.

DEMATERIALISATION OF SHARES

As of March 31, 2025, 99.71% of the Company's paid-up
Equity Share Capital exists in dematerialized form, with the
remaining 0.29% in physical form. Your Company has issued
three reminders to all relevant shareholders, urging them to
convert their physical shares into dematerialized form.

The Company's Registrars are Cameo Corporate Services
Limited, No.1, Subramanian Building, Club House Road,
Chennai 600002.

CREDIT RATING

During the year under view, CARE re-affirmed credit
ratings of CARE A for long term debt and CARE A1 for
short term debt.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION

The information required to be furnished pursuant to Section
134(3) (m) of the Companies Act, 2013, is appended hereto
and forms part of this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of expenditure and earnings in foreign currency
are given as an annexure to this Report.

PARTICULARS OF LOANS & INVESTMENTS BY
COMPANY

Details of loans and investments by the Company covered
under Section 186 of the Companies Act, 2013, form part of
the notes to the financial statements provided in this report.

RELATED PARTY TRANSACTIONS

All the related party transactions entered during the year were
in ordinary course of business and on arm's length basis.

Your Company had taken shareholders approval for
material related party transactions with Igarashi Electric

Works Limited, Japan [IEWL] ('Promoter & Ultimate Holding
Company') at the 32^nd AGM held on August 09, 2024.

In view of above, the Audit Committee and Board recommend
continuing material related party transactions with IEWL
during the period from 33^rd AGM to 34^th AGM for approval of
shareholders as set out in the Notice of 33^rd AGM.

Your Company's Policy on Related Party Transactions which
can be accessed through weblink : http://www.igarashimotors.
com/investor-list.php?invescatid=18

Your Company presents a statement of all related party
transactions before the Audit Committee. Details of such
transactions are given in the accompanying financial
statements. Disclosure of Related Party transaction (include
details of the transactions with promoter/promoter group is
annexed with the report as per the format prescribed).

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

Your Company adopted Policy on Prevention, Prohibition and
Redressal of Sexual Harassment and Non-discrimination
at Work Place in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. A copy of Policy is made
available on the Company's website.

All employees (permanent, contractual, temporary, trainees)
are covered under this policy. Your Company had arranged
external expert consultant trainings on Compliance of Policy
to all the employees and service providers. Your Company
also launched awareness campaigns on said Policy.

An Internal Complaints Committee (ICC) was set up to
redress complaints received regarding sexual harassment
and discrimination at work place.

During the year ended March 31, 2025, The number of
sexual harassment complaints received - Nil

The number of such complaints disposed - Nil

The number of cases pending for a period exceeding
ninety days - Nil

STATEMENT ON MATERITY BENEFIT COMPLIANCE

Your Company is in compliance with the provisions of the
Maternity Benefit Act, 1961 with the letter and spirit.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013,
the Key Managerial Personnel of the Company are
Mr. R Chandrasekaran (DIN: 00012643), Managing
Director, Mr. S Vivekchandranth Chief Financial Officer
and Mr. P Dinakara Babu, Company Secretary (ICSI
Membership No. A14812).

During the year, there are no changes in the Key
Managerial Personnel.

AUDITORS

M/s. B S R & Co. LLP, Chartered Accountants (Firm
Registration No. 101248W/W-100022), were re-appointed
by the Shareholders at the 30^th Annual General Meeting
held on August 10, 2022 as Statutory Auditors for a term
of five consecutive years (FY 2022-23 to FY 2026-27) to
hold office until conclusion of 35^th Annual General Meeting.
The appointment is however, subject to ratification by
members at every Annual General Meeting in accordance
with Section 139 of the Companies Act, 2013 read with
applicable rules made thereunder.

Pursuant to the amendment to Section 139 of the Companies
Act, 2013 effective from May 07, 2018, ratification by
shareholders every year for the appointment of Statutory
Auditors is no longer required and accordingly, the Notice of
ensuing 33^rd Annual General Meeting does not include the
proposal for seeking shareholders' approval for ratification of
Statutory Auditors appointment.

M/s. B S R & Co. LLP, Chartered Accountants, has furnished
a certificate of their eligibility and consent under section 139
and 141 of the Companies Act 2013 and the Companies
(Audit and Auditors) Rules 2014 for their continuance as
the Auditors of the company for the financial year 2025-26.
In terms of the Listing Regulations, the Auditors have
confirmed that they hold a valid certificate issued by the Peer
Review Board of the ICAI.

AUDITOR’S REPORT

No qualification, adverse remarks or disclaimer made by the
Statutory Auditors with regard to the financial statements for
the financial year 2024-25.

The Statutory Auditors of the Company have not reported
any fraud as specified under Section 143(12) of the
Companies Act, 2013.

There have been no instances of fraud reported by
abovementioned Auditors under Section 143(12) of the Act

and Rules framed thereunder either to the Company or to the
Central Government during FY 2024-25.

SECRETARIAL AUDITOR, SECRETARIAL AUDIT
REPORT & OTHER CERTIFICATES

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Company has appointed BP & Associates, Company
Secretaries to undertake the secretarial audit of the
Company for the year ended March 31,2025. Your Company
has complied with the Secretarial Standards issued by the
Institute of Company Secretaries of India on Board Meetings
and Annual General Meetings.

The Secretarial Audit Report is given in Annexure to this
Report. The Report does not contain any qualification,
reservation or adverse remark or any disclaimer.

Pursuant to Regulation 24(A) of SEBI Listing Regulations,
the Company has obtained annual secretarial compliance
report from Mr. C Prabhakar, Partner, BP & Associates,
Company Secretaries (ICSI Membership No.: F11722; C.P
No. 11033) and the same will be submitted to the stock
exchanges within the prescribed time. The Secretarial
Compliance Report also does not contain any qualification,
reservation, adverse remark or any disclaimer.

As required under SEBI (LODR) Regulations, Your Company
has obtained a certificate from the Practising Company
Secretary that none of the Directors of the Board of the
Company have been debarred or disqualified from being
appointed or continuing as Directors by MCA/SEBI and other
Statutory Authorities. The said Certificate is forming part
of this Report.

In accordance with the provisions of Section 204 of the
Companies Act, 2013 and Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors, at its meeting
held on May 22,2025, approved the appointment of BP &
Associates, Company Secretaries having Firm Registration
no. 5382 & Peer Review no. P2015TN040200, as the
Secretarial Auditor of the Company for a fixed term of five
financial years from FY 2025-26 to FY 2029-30 subject
to the approval of the shareholders at the ensuing 33^rd
Annual General Meeting based on the written consent of
the Secretarial Auditors and confirmation to the effect that
they are eligible and not disqualified to be appointed as the
Auditors of the Company in the terms of the provisions of
the Listing Regulations, the Companies Act, 2013 and the
rules made thereunder.

In this regard, a Resolution for appointment is carried in
the Notice of the 33^rd Annual General Meeting, which is
recommended by the Board for approval.

COST AUDIT & COST RECORDS

Pursuant to the provisions of Section 148(3) of the Act, the
Board of Directors had appointed M/s. B Y & Associates, Cost
Accountants (Firm Registration No: 003498) as Cost Auditors
of the Company, for conducting the audit of cost records of
domestic unit for the financial year ended March 31,2025.

The audit is in progress and the report will be filed with the
Ministry of Corporate Affairs within the prescribed period.
The members at the 32^nd Annual General meeting held on
August 09,2024 approved ratification of remuneration of the
Cost Auditors for the financial year 2024-25.

The cost records as specified by the Central Government
under subsection (1) of Section 148 of the Companies Act,
2013 as required are maintained by the Company.

The Board of Directors based on the recommendation of the
Audit Committee, approved the re-appointment of M/s. B Y &
Associates, Cost Accountants (Firm Registration No: 003498)
as the Cost Auditors of the Company to conduct audit of the
cost records of the domestic operations of the Company for
the financial year 2025-26 Accordingly, the matter relating
to the ratification of the remuneration payable to the Cost
Auditors for the financial year 2025-26 will be placed at the
33^rd AGM of the Company.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with
section 134(3) of the Act, the Annual Return as on
March 31,2025 is available on the Company's website at http://
www.igarashimotors.com/investor-list.php?invescatid=17.

INTERNAL CONTROL SYSTEMS

The Company has adequate system of internal control
to safeguard and protect from loss, unauthorized use or
disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management.

Internal Audit is carried out in a programmed way and
follow up actions were taken for all audit observations.
Your Company's Statutory Auditors have, in their report,
confirmed the adequacy of the internal control procedures.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 and Schedule VII of the Companies
Act, 2013, the Board of Directors of your Company has

constituted a CSR Committee. The CSR Committee
comprises of four members and the Chairman of Board is
heading the Committee. CSR Committee of the Board has
developed a CSR Policy. The CSR Committee met one time
during the year on May 23, 2024.The details are given in
Annexure to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management Discussion and Analysis Report of the Company
for year under review as required under Listing Regulations
is given as a separate Statement in the Annual Report.

DEVELOPMENT AND IMPLEMENTATION OF A
RISK MANAGEMENT POLICY

Your Company has adopted a Risk Management Policy
and constituted a Risk Management & ESG Committee for
monitoring the same. The Company has been addressing
various risks impacting the Company which is provided
elsewhere in this Annual Report in Management Discussion
and Analysis Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT (BRSR)

As required under Regulation 34 (2) (f) of Listing
Regulations, the Business Responsibility & Sustainability
Report describing the initiatives taken by your Company
from an environmental, social and governance perspective,
in the prescribed format is available as a separate section
of the Annual Report. Company has taken initiative to
publish BRSR report for FY 2024-25 on Mandatory Basis in
view of Circular no. SEBI/HO/CFD/CMD-2/P/CIR/2021/562
dated May 10, 2021 issued by the Securities and Exchange
Board of India (SEBI). The said report is also available on
the Company's website at http://www.igarashimotors.com/
investor-list.php?invescatid=17.

REMUNERATION OF KEY MANAGERIAL
PERSONNEL

The information required pursuant to Section 197 read with
Rule 5 (1) of The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 in respect of the
statement of particulars Appointment and Remuneration of
Key Managerial Personnel is forming part of this Report.

The remuneration paid to all Key Managerial Personnel
was in accordance with remuneration policy adopted
by the Company.

STATEMENT ON EMPLOYEE REMUNERATION

The information required pursuant to Section 136(1) of the
Companies Act, 2013, the Report of the Board of Directors is
being sent to all the shareholders of the Company excluding
statement prescribed under Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014. The Statement will be sent by e-mail to the
Shareholders, if such request is mailed to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS

There have been no significant and material orders passed
by the Regulators or Courts or Tribunals impacting the going
concern status and Company's operations.

HUMAN RESOURCES

Your Company has 760 number of permanent employees on
the rolls of the Company as on March 31,2025. The Board of
Directors wishes to place on record their sincere appreciation
to all the employees of the Company for their dedication,
commitment and loyalty to the Company.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certificate
from the Auditors of the Company regarding compliance
of the requirements of Corporate Governance pursuant to
Listing Regulations is annexed hereto.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a vigil mechanism established Whistle
Blower Policy, as per the requirement of the Companies Act,
2013 and the Listing Regulations, to enable all employees and
the directors to report in good faith any violation of the Policy.
The Audit Committee of the Board oversees the functioning
of Whistle Blower Policy. Your Company has disclosed the
details of revised Whistle Blower policy on its website: http://
www.igarashimotors.com/investor-list.php?invescatid=18.

PREVENTION OF INSIDER TRADING

Your Company has adopted a code of conduct for
prevention of “Insider Trading” as mandated by the SEBI
and same is available on the website of the Company: http://
www.igarashimotors.com/investor-list.php?invescatid=18.
Your Company's Audit Committee monitors implementation
of said Policy.

CODE OF CONDUCT

Your Company has laid down a Code of Conduct Policy
which can be accessed on the Company's website: http://
www.igarashimotors.com/investor-list.php?invescatid=18

OTHER CONFIRMATIONS

There is no application/proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the
year under review.

LISTING

The shares of your Company continued to be listed at National
Stock Exchange Limited and BSE Limited. Listing fee has
already been paid for the financial year 2025-26.

33^rd ANNUAL GENERAL MEETING THROUGH
VIDEO CONFERENCE

Pursuant to the General Circulars No. 09 / 2024 dated
September 19, 2024 issued by the Ministry of Corporate
Affairs, Government of India and the Securities and Exchange
Board of India's Circular No. SEBI/HO/CFD/CFD-PoD-
2/P/CIR/2024/133 dated October 3, 2024 (“Circulars”)
your Company made arrangement to conduct 33^rd AGM
through Video Conference / Other Audio Visual Means for
which necessary information has been given separately in
Notice of 33^rd AGM.

Also your Company will be complying with said Circulars by
sending 33^rd Annual Report along with Annexures by way of
e-mail to the shareholders as such no physical copies shall
be distributed. Those Shareholders whose email IDs are not
registered, have to register their email ID with Registrar &
Share Transfer Agent (RTA) of the Company.

ACKNOWLEDGEMENT

The Board would like to express its appreciation for the
dedicated efforts of your Company's employees, who
have achieved commendable results despite challenging
circumstances. Additionally, we extend our heartfelt
thanks to the relevant Government Authorities, Promoters,
Shareholders, Suppliers, Customers, and other valued
business associates for their unwavering support.

For and on behalf of the Board of Directors

Hemant M Nerurkar

Place: Vancouver, Canada Chairman

Date : May 22, 2025 DIN: 00265887