<dhhead>Boards’ Report</dhhead>

The Directors are pleased to present the 63^rd Annual Report and Audited Financial Statements of your Company for the Financial Year ended 31^st March 2025.

FINANCIAL RESULTS

(Amount in H Crore)

Your Company’s revenue from operations during the year under review stood at H 2564.57 Crore (previous year: H 2780.17 Crore) including foreign exchange earnings of H 2322.29 Crore (previous year: H 2597.12 Crore). EBITDA before exceptional items declined to H 530.51 Crore (previous year: H 649.83 Crore) on account of lower ferro chrome realisation. Profit after tax was H 378.09 Crore (previous year: profit of H 363.69 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-ad15652696.media. strapiapp.com/Dividend_Distribution_Policy_a5eec76703.pdf.

Interim Dividend

The Board of Directors in its meetings held on 7^th November 2024 and 29^th January 2025 had approved payment of 1^st interim dividend of H 10.00/- per Equity Share (@ 100%) and 2^nd Interim Dividend of H 5.00/- per Equity Share (@ 50%) on 5,39,54,106 Equity Shares of the Company of the face value of H 10/- each fully paid-up, out of the profits for FY 2024-25. 1^st Interim dividend and 2^nd Interim Dividend were paid to the shareholders as per their entitlement as on the Record Date i.e. 15^th November 2024 and 5^th February 2025 respectively.

Final Dividend

In view of the excellent performance during the year under review, your Directors are pleased to recommend a final dividend of H 5/-per equity share (@ 50%) on 5,39,54,106 equity shares of the face value of H 10/- each for the year ended 31^st March 2025, 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 dividends will amount to total dividend of H 20/- per equity share for FY 2024-25.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for the FY 2024-25 in the distributable retained earnings.

STATE OF COMPANY'S AFFAIRS

Operations

Building on the strong foundation of fully integrated operations, ferro chrome production during the year was 260,190 tonnes (previous year: 264,119 tonnes) alongside captive power generation of 1092 MUs (previous year: 1171 MUs) and highest ever chrome ore raising of 701,863 tonnes (previous year: 669,580 tonnes).

It is pertinent to note that your Company has consistently followed in letter and spirit the practice of value addition with chrome ore raised from its mines being used only for captive consumption, thus creating employment and maximising contribution to the exchequer.

Utkal ‘C’ Compensation

During the year under review, Office of Nominated Authority, Ministry of Coal, Government of India, gave effect to the Final Compensation Order dated 5^th December 2023 by disbursing the balance amount of H 221,37,13,339/- to erstwhile M/s Utkal Coal Limited (UCL) the Wholly Owned subsidiary of the Company (now amalgamated with the Company) towards valuation of compensation of freehold and leasehold land pertaining to Utkal 'C' Coal Mines. UCL had already received the first part compensation of H 131,52,57,422/- during previous financial year. Further, during the year M/s Utkal Coal Limited has received H 8,62,61,240/- from Nominated Authority, Ministry of Coal as balance compensation towards cost of Mine Infrastructure pertaining to Utkal "C" Coal Mines.

Scheme of Amalgamation & Changes in Capital Structure

During the year under review, the Board of Directors of the Company at its meeting held on 31^st July 2024 approved a Scheme of Amalgamation in terms of Sections 233 of Companies Act, 2013 between Utkal Coal Limited (UCL or Transferor Company) ( and Indian Metals & Ferro Alloys Limited (Transferee Company) and their respective shareholders and creditors (hereinafter referred to as the "Scheme") which was sanctioned by the Regional Director Eastern Region Kolkata, Ministry of Corporate Affairs of its order dated February 28, 2024. The order of Regional Director, Eastern Region, Kolkata was filed with the Registrar of Companies, Cuttack Odisha and the Merger Scheme became effective from 28^th March, 2025. Accordingly, the Transferor Companies stands amalgamated with and into the Transferee Company, in accordance with the provisions of the Scheme. Consequent to the effectiveness of the Scheme and in terms of the Scheme, the Authorised share capital of the Transferor Companies get merged to form new Authorised Share Capital of the Transferee Company and thereafter, the Authorised Share Capital of the Transferee Company stands increased. The amended capital clause of the Company effective from 28^th March 2025 is as follows:

The issued, subscribed, and paid-up share capital of the Company remain unchanged. As on March 31, 2025, the issued, subscribed, and paid-up share capital was as per details given below:

Ferro Chrome Expansion Project

Work has commenced on the 100,000 tonnes per annum greenfield ferro chrome expansion project at Kalinganagar, Jajpur District with boundary wall having previously been constructed and orders placed for key equipment. As such, we expect to commission the first unit by mid-2026 which will be a major milestone in your Company’s growth plans.

Ethanol Business

Your Company has received necessary statutory clearances for the ethanol project and also placed orders for major equipment. investment of H 83.26 crores in a hybrid project that combines

50 MW AC Solar and 100 MW Wind for a total contracted capacity of 70 MW.

Further, your Company has also signed a binding term sheet with Ampin Energy Utility One Private Limited to supply hybrid renewable energy with 40 MW contracted demand (58 MW each Solar AC and Wind capacity). Discussions are ongoing to sign related documents such as PPA and SSSHA, and the total equity investment will be H 61.60 crore.

The Hybrid RE projects of both developers are expected to be commissioned by June 2026 and will substantially reduce our carbon footprint to the tune of CO2e approximately 6,12,000 MT per Annum.

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://elegant-canvas-ad15652696. media.strapiapp.com/Annual_Return202324_0f92f72ef6.pdf

NUMBER OF MEETINGS OF THE BOARD

The Board met four times in financial year 2024-25 viz. on 23^rd May 2024, 31^st July 2024, 7^th November 2024, 29^th January 2025 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 31^st March 2025, 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 31^st March 2025 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 2024-25 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 62^nd Annual General Meeting held on 26^th 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 62^nd Annual General Meeting till the conclusion of 67^th 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

The Company has appointed M/s Sunita Jyotirmoy & Associates, Company Secretaries to conduct secretarial audit for the Financial Year ended 31^st March 2025 and their Report is appended as Annexure- 2.

There are no qualifications, reservations or adverse remarks or disclaimers made in their report.

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, the Board of Directors in their meeting held on 21^st May, 2025 have recommended the appointment 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 (63^rd) Annual General Meeting till the conclusion of 68^th 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 subject to approval of shareholders. The necessary resolution seeking the approval for their appointment as the Secretarial Auditors has duly been included in the notice of the ensuing 63^rd Annual General Meeting along with brief credentials required under the Listing Regulations.

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 2025-26 and has recommended their remuneration to the Shareholders for their rati cation 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 certi ed that they are free from any disquali cations speci ed under Section 141 of the Companies

Act, 2013. Pursuant to the Companies (Cost Records and Audit)

Rules, 2014, the Cost Audit Report for the nancial year 2023-24 was led with the Ministry of Corporate Affairs on 21^st August 2024 vide SRN F97588404. 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, 2025

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no contracts/arrangements/transactions which are not at arm’s length basis and there are no material contracts/ arrangements/transactions which are at arm’s length basis. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

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-ad15652696.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 2024-25:

ii) the percentage increase in remuneration of each Director, Chief Financial Officer & Company Secretary and Chief Executive Officer, in the financial year 2024-25:

iii) the percentage increase in the median remuneration of employees in the financial year 2024-25: 13.46

iv) the number of permanent employees on the rolls of company: 2072

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: 42^nd

Percentile increase in the managerial remuneration: 50^th

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 2024-25 or a monthly remuneration of rupees eight lakh and fifty thousand or more during financial year 2024-25 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 Chitta Ranjan Ray (DIN:00241059) retired from the Wholetime Directorship of the Company w.e.f close of business hour of 30^th January 2025 consequent to completion of his term. The Board placed on record its appreciation of the valuable service rendered by him during his long tenure on the Board.

During the year Mr Baijayant Panda (DIN: 00297862) and Mr Subhrakant Panda (DIN: 00171845) were re-appointed as Vice Chairman and Managing Director respectively for a further period of three years with effect from 28^th October, 2024. Their terms of appointment were approved by the Members on 12^th September, 2024 through e-voting/postal ballot. Further Mr Bijayananda Mohapatra (DIN: 09489095) was appointed as Whole-time Director & Chief Operating Officer of the Company for a period of three years effective from 31^st January 2025 which was approved by Members through Postal ballot on 12^th March 2025.

Mr Stefan Georg Amrein (DIN: 06996186) retires by rotation at the forthcoming Annual General Meeting of the Company and is eligible for re-appointment.

The Board at its meeting held on 21^st May, 2025, pursuant to the recommendation of Nomination and Remuneration Committee and taking into account the report of performance evaluation, re-appointed Mrs Latha Ravindran (DIN: 08711691) as an Independent Director for a second consecutive term of 5 years with effect from 23^rd July 2025. The Company has received notice under Section 160 of the Companies Act, 2013 signifying intention to propose her for the office of Director under section 152 of the Companies Act, 2013

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 resum?/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.

Mr. Prem Khandelwal retired from the office of Chief Financial Officer & Company Secretary with effect from close of business hour of 7^th March 2025. The Board placed on record its appreciation of the valuable service rendered by him during his long tenure on the Board.

Mr. Saunak Gupta was appointed as the Chief Financial Officer with effect from 8^th March 2025 and Mr Smruti Ranjan Ray was appointed as the Company Secretary and Compliance Officer with effect from 8^th March 2025.

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 H 28,94,220 /- being the unpaid and unclaimed dividend amount pertaining to Dividend for FY 2016-17, 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.

CORPORATE GOVERNANCE

Pursuant to SEBI (Listing Obligations & 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). Indmet Mining Pte Limited, Singapore the wholly owned subsidiary of the Company has been struck off from the Register of Accounting

& Corporate Regulatory Authority, Singapore with effect from 20^th February 2025 as it could not start its operations. Utkal Coal Limited the wholly owned Subsidiary of the Company has been amalgamated with the Company effective from 28^th March 2025 pursuant to the order of Regional Director Eastern Region Kolkata, Ministry of Corporate Affairs dated February 28, 2025.

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 Company has not received any complaint in respect of sexual harassment during the financial year 2024-2025 nor was any complaint pending at the beginning or end of the financial year 2024-2025.

CHANGE IN NATURE OF BUSINESS, IF ANY.

There is no change in the nature of business of the Company during the FY2025.

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 (SS1 and SS2) 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