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INDIAN METALS & FERRO ALLOYS LTD.

12 August 2026 | 12:00

Industry >> Ferro Alloys

Select Another Company

ISIN No INE919H01018 BSE Code / NSE Code 533047 / IMFA Book Value (Rs.) 503.67 Face Value 10.00
Bookclosure 31/07/2026 52Week High 1680 EPS 78.64 P/E 18.70
Market Cap. 7935.03 Cr. 52Week Low 727 P/BV / Div Yield (%) 2.92 / 0.85 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

The Directors are pleased to present the 64th Annual Report and Audited Financial Statements of your Company for the Financial Year
ended 31st March 2026.

FINANCIAL RESULTS

Consolidated

Standalone

FY 2026 |

FY 2025

FY 2026 |

FY 2025

1

Revenue from operations

2826.31

2564.57

2826.31

2564.57

2

Other Income

66.74

66.74

65.47

66.48

3

Total Income

2893.05

2631.31

2891.78

2631.05

4

Profit before finance cost, depreciation and taxation

653.97

597.25

652.63

596.98

5

Finance Cost

37.91

30.61

35.66

28.27

6

Depreciation

62.94

54.60

62.94

54.60

7

Profit before Tax

553.12

512.04

554.03

514.11

8

Tax including Deferred Tax

128.76

133.95

129.31

134.79

9

Profit after Tax

424.36

378.09

424.72

379.32

10

Other Comprehensive Income/(Expenses)

(0.97)

(13.73)

(0.97)

(13.73)

11

Total Comprehensive Income/(Expenses) for the year

423.39

364.36

423.75

365.59

12

Dividend paid

53.95

121.41

54.42

121.80

13

Balance carried forward

2637.77

2268.33

2663.56

2294.29

Your Company achieved the highest revenue from operations during the year under review at ?2826.31 Crore (previous year: ?2564.57
Crore) including foreign exchange earnings from exports of ?2396.21 Crore (previous year: ?2322.29 Crore). EBITDA improved to ?587.23
Crore (previous year: ?530.51 Crore) on account of higher ferro chrome price realisation and focus on cost management, resulting in
higher profit after tax (PAT) of ?424.36 Crore (previous year: PAT of ?378.09 Crore).


DIVIDEND

Pursuant to the provisions of Regulation 43A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as
amended, the Company has formulated a Dividend Distribution
Policy. The Policy sets out the parameters and circumstances that
will be considered by the Board in determining the distribution of
dividend to its shareholders.

The policy has been uploaded on the website of the Company and
can be accessed at
https://elegant-canvas-ad1565?696.media.
strapiapp.com/Dividend Distribution Policy a5eec76703.pdf

Interim Dividend

The Board of Directors in its meeting held on 04th November 2025
had approved payment of interim dividend of ?5/- per Equity Share
(@50%) on 5,39,54,106 Equity Shares of the Company of the face
value of ?10/- each fully paid-up, out of the profits for FY 2025-26.
The Interim dividend was paid to the shareholders as per their
entitlement as on the Record Date i.e. 11th November 2025.

Final Dividend

In view of the excellent performance during the year under review,
your Directors are pleased to recommend a final dividend of ?
7.50 /-per equity share (@ 75%) on 5,39,54,106 equity shares of
the face value of ?10/- each for the year ended 31st March 2026,
subject to approval of shareholders at the forthcoming Annual
General Meeting of the Company. Final dividend, if approved by the
shareholders, taken together with the interim dividend will amount
to total dividend of ?12.50/- per equity share for FY 2025-26.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount
of profit for the FY 2025-26 in the distributable retained earnings.

STATE OF COMPANY'S AFFAIRS
Operations

Drawing on its robust fully integrated business model, your
Company recorded an all-time high ferro chrome production of
267,301 tonnes during the year (previous year: 260,190 tonnes).
Captive power generation stood at 1138 MUs compared to 1092
MUs in the previous year, and chrome ore raising stood at a record
810,612 tonnes (previous year: 701,863 tonnes).

Your Company continues to uphold its commitment to value
addition by utilising the entire chrome ore extracted from its mines
for captive consumption. This approach not only strengthens
operational efficiency but also supports employment generation
and enhances contribution to the exchequer.

Utkal 'C' Compensation

Pursuant to Final Compensation Order dated 11th November 2024
of Nominated Authority in respect of Mining Infrastructure, the
value of R&R assets was mutually settled with the successful
allottee for ?7.00 Crore against claim of ?8,52,86,388/- and the
said amount was received during the year by erstwhile Utkal Coal
Limited (UCL). UCL got merged with your Company with effect
from 28th March 2025.

Out of the total compensation amount of ?389,21,52,277/-
received by erstwhile UCL, the successful allottee has challenged
the payment of ?328,52,16,161/- towards leasehold and forest
land before the Coal Tribunal at Talcher. Your Company has
also challenged certain deductions made from the Provisional
Compensation amount for leasehold and forest land, while issuing
the Final Compensation Order for land, before the same Coal
Tribunal at Talcher and both matters are pending for adjudication.

Ferro Chrome Expansion Project

The 100,000 tpa (2x33 MVA) greenfield project in Kalinganagar,
Odisha is at an advanced stage of construction with pre¬
commissioning activities of the first furnace to be taken up as per
schedule in June 2026 and the second furnace shortly thereafter
in September 2026.

Acquisition of Ferro Alloys Plant

During the year under review, your Company entered into an Asset
Transfer Agreement (ATA) on 4th November'2025 to acquire the
assets and other acquired interests of the Ferro Alloys Plant of
Tata Steel Limited situated at Kalinganagar, Dist Jajpur, Odisha.
The acquisition enhanced your Company's capacity of ferro
chrome production by 150,000 MT, comprising 100,000 MT
from four furnaces of 16.5 MVA each and 50,000 MT from a
33 MVA furnace which is under construction. The acquisition
was completed on 27th February 2026 for a base purchase
consideration of H 610 crores plus applicable GST along with net
working capital, and was funded entirely from internal accruals.
Four furnaces (16.5 MVA each) were switched on in March 2026
and some material was dispatched to customers in the same
month, while the process to obtain necessary approvals to
complete the fifth furnace (33 MVA) has been initiated.

Ethanol Business

During the year under review, the erection of the 120 KLD ethanol
plant has made significant progress. However, the project
commissioning timeline has been delayed due to slippages
in the delivery of certain equipment, compounded by the
impact of ongoing geopolitical developments. Consequently,
the project is now expected to be commissioned in Q2 FY27.
Notwithstanding this delay, there will be no material impact on
the Company's financials.

Renewable Energy

During the year under review, the earlier Power Purchase
Agreement (PPA) and Share Subscription and Shareholders
Agreement (SSHA) entered by your Company with JSW Green
Energy One Limited and JSW Green Energy Seven Limited
respectively to supply hybrid renewable power of 70 MW
Contracted Demand (Solar capacity of 50 MW AC & Wind
capacity of 100 MW) were cancelled due to change in the location
of hybrid renewable energy project; subsequently, fresh PPA and
SSHA has been signed with JSW Renew Energy Twelve Limited
for 70 MW Contracted Demand (Solar capacity of 55 MW AC
& Wind capacity of 108 MW) in a new location. Consequently,
the investment amount increased from ?83.26 crore to ?85.38
crore. Project construction is in progress and commissioning is
expected in July 2026 for Solar and October 2026 for Wind.

Pursuant to the Share Subscription and Shareholders Agreement
entered with AmpIn Energy Utility One Private Limited (Power
Producer), an amount of ?12.32 crore was paid as the first
tranche and shares were allotted to the Company during the
year. However, the agreement has been terminated on 14th May
2026 due to a delay in the Project delivery timeline and Project
approvals on the part of the Power Producer. Following the
termination, the Company received a refund of its investment
amounting to ?12.32 crore as per the Termination Agreement.

Further the Company has entered into a Power Purchase
Agreement on 25th May 2026 with M/s EG URJA STROT PRIVATE
LIMITED (CIN: U35105TS2025PTC195217) for 29 years to
supply hybrid renewable power of 65 MW Contracted Demand
(Solar capacity of 81.4 MW, Wind capacity of 102.6 MW and
BESS 25 MWh), under Captive Consumer structure as defined
in the Electricity Act, 2003 and Electricity Rules, 2005. The total
invesment in the project would be Rs 110.18 crore.

ANNUAL RETURN

The extract of annual return as required under Section 92(3)
of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014 is available on
the website of the Company at
https://www.imfa.in/investors/
reports-library?uid=annual-return

NUMBER OF MEETINGS OF THE BOARD

The Board met four times in financial year 2025-26 viz. on 21st
May 2025, 30th July 2025, 04th November 2025, 05th February
2026 with the maximum interval between any two meetings
not exceeding 120 days. The details of the composition of the
Board and its Committees and the Meetings held and attendance
of the Directors at such meetings are provided in the Corporate
Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of section 134(5) of the Companies Act,
2013, your Directors hereby confirm:

(i) that in the preparation of the annual accounts for the financial
year ended 31st March 2026, the applicable accounting
standards read with the requirements as set out under
Schedule III to the Companies Act, 2013 have been followed
and there are no material departures from the same;

(ii) that they have selected such accounting policies and
applied them consistently and made judgments and
estimates that were 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 for the year
under consideration;

(iii) that 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 frauds and other irregularities;

(iv) that they have prepared the annual accounts of the
Company for the financial year ended 31st March 2026 on a
going concern basis;

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

(vi) that they had devised proper system to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors have given declaration that they meet
the criteria specified under section 149(6) of the Companies
Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations”)
and relevant provisions of Rule 6 of the Companies (Appointments
and Qualifications of Directors) Rules, 2014. The Board is of the
opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise in their respective
fields and they hold highest standards of integrity.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In terms of amendment dated May 05, 2021 to Regulation 34(2)(f)
of the Listing Regulations, the Company has prepared Business
Responsibility and Sustainability Report ("BRSR”) for the financial
year 2025-26 on Environment, Social and Governance (ESG)
parameters in the prescribed format as
Annexure -1 which forms
integral part of the Annual Report.

POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION

The Company has a policy for remuneration of Directors, Key
Managerial Personnel and Senior Management Personnel as
well as well-defined criteria for the selection of candidates for
appointment to the said positions which has been approved by
the Board. The Policy broadly lays down the guiding principles for
determining qualifications, positive attributes, independence of
a Director and other matters provided under sub-section (3) of
section 178 of Companies Act, 2013.

Salient features of this policy are enumerated in the Corporate
Governance Report which forms part of the Annual Report. The
above policy is available at the website of the Company at:
https://
elegant-canvas-ad15652696.media.strapiapp.com/Nomination
Remuneration Policy 02 11 23 b168939e32.pdf

AUDITORS AND AUDITORS' REPORT
Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, read with
the Companies (Audit and Auditors) Rules, 2014, Members of
the Company at 62nd Annual General Meeting held on 26th July,
2024 approved the appointment of M/s Walker Chandiok & Co.
LLP, Chartered Accountants, a member firm of Grant Thornton
International Limited (FRN: 001076N/N500013), as the Statutory
Auditors of the Company for an initial term of 5 years i.e. from
the conclusion of 62nd Annual General Meeting till the conclusion
of 67th Annual General Meeting of the Company. The Statutory
Auditors have confirmed they are not disqualified from continuing
as Auditors of the Company. There are no qualifications,

reservations or adverse remarks or disclaimers made in their audit
report. The Auditors of the Company have not reported any fraud
as specified under section 143(12) of the Companies Act, 2013.

Secretarial Auditor

Pursuant to Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (herein after
referred as "Listing Regulations”) as amended up to date and
based on the recommendation of the Audit Committee and Board
of Directors, Shareholders have in their meeting held on 30th July,
2025 have appointed of M/s Sunita Jyotirmoy & Associates,
Company Secretaries (FRN: P2003OR014400) as the Secretarial
Auditors of the Company, for a period of 5 years commencing
from the conclusion of this (63rd) Annual General Meeting till
the conclusion of 68th Annual general Meeting to be held in the
year 2030 to conduct the secretarial audit for the Financial year
2025-26 to Financial Year 2029-30. Their Secretarial Report for
Financial year 2025-26 is appended as
Annexure-2.

The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.

Cost Auditor

Pursuant to section 148 of the Companies Act 2013, the Board
of Directors on the recommendation of Audit Committee
appointed M/s S S Sonthalia & Co., Cost Accountants as the
Cost Auditors of the Company for the Financial Year 2026-27 and
has recommended their remuneration to the Shareholders for
their ratification at the ensuing Annual General Meeting. M/s S
S Sonthalia & Co., Cost Accountants have given their consent to
act as Cost Auditors and also certified that they are free from any
disqualifications specified under Section 141 of the Companies
Act, 2013. Pursuant to the Companies (Cost Records and Audit)
Rules, 2014, the Cost Audit Report for the financial year 2024-25
was filed with the Ministry of Corporate Affairs on 11th June 2026
vide SRN N31207467. The Company has maintained the cost
records as specified under sub-section (1) of section 148 of the
Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS UNDER SECTION 186

The details of loans, guarantees and investments covered
under the provisions of Section 186 of the Companies Act, 2013
are set out below:

Amount Outstanding as on March 31, 2026

Particulars

Amount

Loans Given

Nil

Guarantees Given

Nil

Investments Made

32.70

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has formulated a Policy
on Related Party Transactions. The Policy can be accessed

on the Company's website athttps://www.imfa.in/api/pdf/
Materiality-RP-Transactions.pdf/Materiality RP Transactions
b117bfb5a8.pdf

During the year under review, all related party transactions entered
into by the Company, were approved by the Audit Committee and
were at arm's length and in the ordinary course of business. The
Company did not have any Material Contracts or arrangements
with related parties in terms of Section 188(1) of the Companies
Act, 2013 and as prescribed under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Accordingly, the
disclosure of related party transactions as required under Section
134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not
applicable to the Company for FY 2025-26 and hence, does not form
part of this Report. Details of related party transactions entered
into by the Company, in terms of Ind AS-24 have been disclosed in
the notes to the standalone and consolidated financial statements
forming part of this Report and Annual Accounts 2025-26.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There are no material changes and commitments affecting the
financial position of the Company which have occurred between
the end of the financial year to which the financial statements
relate and the date of the report.

ENERGY CONSERVATION, ETC.

The information required under section 134 of the Companies
Act, 2013 read with Companies (Accounts) Rules, 2014 are set
out in
Annexure-3 hereto forming part of this report.

RISK MANAGEMENT POLICY

The Company has a Risk Management framework in place which
is designed to identify, assess, monitor and mitigate various risks

related to key business and strategic objectives. All identified risks
are categorised based on a matrix of likelihood of occurrence
and impact thereof; subsequently, a mitigation plan is worked
out to the extent possible. Major risks are monitored regularly at
meetings of the Risk Management Committee and the Board of
Directors of the Company is kept abreast of such issues.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The details about the development of CSR Policy and initiatives
taken by the Company on CSR during the year as per Companies
(Corporate Social Responsibility Policy) Rules, 2014 have been
appended as
Annexure-4 to this Report.

The CSR Policy of the Company is hosted on the Company's
website at
https://elegant-canvas-ad1565?696.media.strapiapp.
com/CSR Policy c14bf59edc.pdf

ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of
Directors comprises of the following key areas:

i) Attendance of Board and Committee Meetings

ii) Quality of contribution to Board deliberations

iii) Strategic perspectives or inputs regarding future growth of
Company and its performance

iv) Providing perspectives and feedback going beyond
information provided by the management

v) Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member
and subsequently assessment by the Board of Directors. A
member of the Board will not participate in the discussion of his/
her evaluation.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013

Pursuant to Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the ratio of remuneration of each Director to the median employee's remuneration and such other details are
furnished below:

i) the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the
financial year 2025-26:

Name of the Director

Ratio

Name of the Director

Ratio

Mr Nalini Ranjan Mohanty (retired on 30th July 2025)

1.026

Mr Bijoy Kumar Das (retired on
08th February 2026)

2.051

Dr Barada Kanta Mishra

2.051

Mrs Latha Ravindran

2.051

Mr Baijayant Panda

290.012

Mr Stefan Georg Amrein

0.267

Mr Subhrakant Panda

304.794

Ms Kiran Dhingra (Appointed on
04th February 2026)

0.513

Mr Bijayananda Mohapatra

18.598

ii) the percentage increase in remuneration of each Director, Chief Financial Officer & Company Secretary and Chief Executive Officer,
in the financial year 2025-26:

Name of the Director

% increase/decrease

Name of the Director/CFO & CS

% increase/ decrease

Mr Baijayant Panda

37.11

Mr Stefan Georg Amrein

62.50

Mr Subhrakant Panda

36.82

Dr Barada Kanta Mishra

--

Mr Bijayananda Mohapatra
(Appointed w.ef 31.01.2025

Not Comparable

Ms Kiran Dhingra (Appointed on 04th
February 2026)

Not Comparable

Mr Nalini Ranjan Mohanty
(retired on 30th July 2025)

(50.00)

Mr Saunak Gupta, CFO (Appointed on
08th March 2025)

Not Comparable

Mr Bijoy Kumar Das
(retired on 08th February 2026)

Mr Smruti Ranjan Ray, Company
Secretary & Compliance Officer
(Appointed on 08th March 2025)

Not Comparable

Mrs Latha Ravindran

--

--

iii) the percentage increase in the median remuneration of
employees in the financial year 2025-26: 19.92

iv) the number of permanent employees on the rolls
of company: 2187

v) average percentile increase already made in the salaries of
employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase
in the managerial remuneration and justification thereof
and point out if there are any exceptional circumstances for
increase in the managerial remuneration:

Average percentile increase in the salaries of employees
other than the managerial personnel: 44th

Percentile increase in the managerial remuneration: 60th

vi) The Nomination and Remuneration Committee of the
Company has affirmed that the remuneration is as per the
Nomination and Remuneration Policy of the Company.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies
Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, a statement showing top ten employees in terms of
remuneration drawn and includes the name of every employee
of the Company, who are in receipt of remuneration of Rupees
One Crore and Two Lakh or more during the financial year 2025¬
26 or a monthly remuneration of Rupees Eight Lakh and Fifty
Thousand or more during financial year 2025-26 are provided in
the Annexure- 5 forming part of the Report.

PUBLIC DEPOSITS

The Company has not accepted/renewed any public deposits
during the year under review under Section 73 of the Act read
with Companies (Acceptance of Deposits) Rules, 2014. There are
no deposits that remain unclaimed.

VIGIL MECHANISAM/ WHISTLE BLOWER POLICY

The Company has formulated a Whistle Blower Policy for
Directors and employees to report their genuine concerns, details

of which have been given in the Corporate Governance Report
annexed to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr Nalini Ranjan Mohanty (DIN: 00237732) retired from the
position of Director as well as Chairman of the Company
w.e.f close of business hours on 30th July 2025 consequent to
completion of his term. The Board placed on record its sincere
appreciation for his valuable guidance and contributions during
his tenure with the Company.

Dr Barada Kanta Mishra (DIN: 07166746) has been appointed as
the Non-Executive Chairman of the Company with effect from 31st
July 2025, who shall preside as Chairman at every Board Meeting
and Annual General Meeting/General Meeting(s) of the Company.

Mr Bijoy Kumar Das (DIN: 00179886), Non-Executive Independent
Director retired from the Directorship of the Company w.e.f
close of business hours on 08th February 2026 consequent to
completion of his second term. The Board placed on record its
appreciation of the valuable service rendered by him during his
long tenure on the Board.

Further, Ms Kiran Dhingra (DIN: 00425602) was appointed as
a Non-Executive Independent Director of the Company for a
period of five years effective from 04th February 2026 which was
approved by Members through Postal ballot on 12th March 2026.

In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr Bijayananda Mohapatra (DIN:
09489095), Whole-time Director and Chief Operating Officer of
the Company, retire by rotation at the forthcoming Annual General
Meeting of the Company and is eligible for re-appointment.

The Board opines that the directors so appointed/re-appointed
are of integrity and possess the requisite expertise and experience
(including the proficiency).

Resolutions seeking approval of the members have been
incorporated in the notice of the forthcoming Annual General
Meeting. Brief resume/details relating to Directors who are to
be appointed/re-appointed are furnished in the Explanatory
Statement to the Notice of the ensuing Annual General Meeting
as required under the Code of Corporate Governance.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION
AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Act, Investor
Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ("IEPF Rules”) read with the
relevant circulars and amendments thereto, the amount of
dividend remaining unpaid or unclaimed for a period of seven
years from the due date is required to be transferred to the
Investor Education and Protection Fund ("IEPF”), constituted
by the Central Government. The Company had, accordingly,
transferred ?23,99,520/- being the unpaid and unclaimed dividend
amount pertaining to Dividend for FY 2017-18 along with 6488
no. of equity shares to the IEPF authority.

DISCLOSURE WITH RESPECT TO UNCLAIMED
SUSPENSE ACCOUNT

Pursuant to IEPF Fund Authority (Accounting, Audit, Transfer &
Refund) Rules, 2016 all unclaimed shares were transferred to
IEPF Authority.

All the corporate benefits in terms of securities accruing to
on these unclaimed shares shall be credited to the aforesaid
account. Voting rights on these shares shall remain frozen till the
rightful owner of such shares claim the shares.

INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has a comprehensive system of internal controls
that enables efficient operations, optimal resource utilisation
and compliance with all applicable laws and regulations. Each of
these internal controls strengthens the Company and protects
loss or unauthorised use of assets by providing adequate checks
and balances. The Company authorises, records and reports all
transactions. An independent firm of Chartered Accountants
serves as the internal auditor to execute the internal audit
functions. The Management and Audit Committee of the Board
observes and then recommends corrective measures following
such audits to improve business operations. Based on the
recommendation of the Audit Committee and after considering
the qualifications, experience, and expertise in conducting
internal audits, your Company has appointed M/s Protiviti India
Member Private Limited as the Internal Auditors of the Company
for the financial year 2026-27.

CORPORATE GOVERNANCE

Pursuant to SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a report on the Corporate
Governance, Management Discussion and Analysis, Certificate
from Practicing Company Secretary regarding compliance of
conditions of Corporate Governance have been made a part of
the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of
the Company and its future operations.

SUBSIDIARY/JOINT VENTURE COMPANIES

Pursuant to section 129(3) of the Companies Act, 2013, a
statement containing the salient features on the performance
and financial position of each of the subsidiaries, associates and
joint venture companies included in the consolidated financial
statement is attached as Annexure-6. The audited Consolidated
Financial Statements, together with Auditors' Report, form part
of the Annual Report. Pursuant to section 136 of the Companies
Act, 2013, the financial statements of the subsidiary and joint
venture companies are kept for inspection by the Shareholders
at the Registered Office of the Company. The statements are also
available on the Company's website (www.imfa.in).

During the year under review, the Company expanded its
corporate structure by setting up a new subsidiary company i.e.,
"Metallix Aviation Private Limited” which was incorporated as a
wholly owned subsidiary (WOS). IMFA made an initial investment
of ?5 crore by subscribing to 50,00,000 equity shares with a face
value of ?10 each per share.

The WOS was incorporated on 23rd July, 2025, marking its legal
formation as a separate corporate entity under the Companies
Act, 2013.The primary purpose of creating Metallix Aviation
Private Limited is to transfer the existing aviation assets of the
Company to WOS.

DISCLOSURES UNDER SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance policy towards sexual
harassment at the workplace. The Company has complied with
the provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

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

(a) number of complaints of sexual harassment received in the
year - 01 (on 27th March 2026)

(b) number of complaints disposed off during the year - Nil

(c) number of cases pending for more than ninety days - 01
(disposed of on 10th April 2026)

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
[Rule 8(5)(xiii) of Companies (Account) Rules, 2014]

The Company affirms that it has duly complied with all provisions
of the Maternity Benefit Act, 1961, and has extended all statutory
benefits to eligible women employees during the year.

CHANGE IN NATURE OF BUSINESS, IF ANY.

There is no change in the nature of business of the Company
during the FY2026.

DISCLOSURE UNDER INSOLVENCY AND
BANKRUPTCY CODE

During the year under review, there are no application made or
any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016).

DISCLOSURE UNDER ONE TIME SETTLEMENT

During the year under review, your Company has not made any one-time settlement with any of its Banks or Financial Institutions.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India ("SS-1” and "SS-2”) relating to Meetings of the Board, its Committees and Annual General Meetings.

INDUSTRIAL RELATIONS

During the year under review, industrial relations at the Company's manufacturing/ operational complexes located at different sites
remained cordial.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation of the exemplary service rendered by the entire workforce during
the year under review. Further, your Directors would also like to appreciate the support received from term lenders and working capital
bankers. Finally, your Directors would like to thank the shareholders, customers, Central and State Government and the public at large
for their continued support and confidence.

For and on behalf of the Board

Sd/- Sd/-

(Dr Barada Kanta Mishra) (Subhrakant Panda)

Date: 27th May 2026 Chairman Managing Director

Place: Bhubaneswar DIN: 07166746 DIN:00171845