Directors Report of IFGL Refractories Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting Statement of Accounts, both on Consolidated and Standalone basis, for Financial Year (FY)
2024-25 together with Report of the Auditor''s.

Financial Results

Financial Results for FY 2024-25 are summarized below : ('' in Millions)

Consolidated Standalone

Revenue from Operations	16,530.27	9,976.35
Other Income	174.15	162.30
Total Income	16,704.42	10,138.65
Profit before Depreciation, Interest and Tax (PBDIT)	1,460.32	1,403.97
Depreciation and Amortisation	727.40	540.72
Finance Cost	137.51	117.70
Profit before Exceptional Items and Tax	595.41	745.55
Exceptional Items	-	-
Profit before Tax	595.41	745.55
Tax Expense	165.64	169.52
Profit for the year after Tax	429.77	576.03
Other Comprehensive lncome/(Loss) for the year, Net of Tax	172.11	(4.18)
Total Comprehensive Income for the year	601.88	571.85
Basic and Diluted Earnings per Share (?)	11.93	15.98
Disclosures under Regulation 34(3) read with Clause B of Schedule V of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI LODR, 2015)
(i) Debtors Turnover Ratio 1	4.83	4.82
(ii) Inventory Turnover Ratio 2	2.66	2.50
(iii) Interest Coverage Ratio	5.33	7.33
(iv) Current Ratio	2.28	2.19
(v) Debt Equity Ratio	0.19	0.22
(vi) Operating Profit Margin (%)	3.38	7.03
(vii) Net Profit Margin (%)	2.60	5.77
(viii) Return on Net Worth (%)	3.88	8.30

During FY 2024-25 however the shining star of the Global Steel Industry was India which continued its multi-year trend and recorded
a growth of 6.3%. As the number two producer Worldwide, this reflects favourably on our plan from 2021 to focus on Domestic Market
growth.

Despite these challenging conditions, which led to adversely impacting Ratios mentioned hereinbefore compared to those of preceding
FY 2023-24, your Company achieved above Consolidated and Standalone financial performance for FY 2024-25 and your Directors are
satisfied therewith.

Turning to FY 2025-26, however for our Business the changes to restructuring of British Steel will be positive for our UK operations. In
USA, we are now seeing early signs of recovery and is expected to be positive for US Domestic Manufacturing and improve the Steel
production landscape.

In FY 2025-26 Steel production in India reflects tremendous growth of 6.9% year on year and offers the perfect background for our
domestic production expansion punctuated by the Visakhapatnam plant where during the year we completed the full production make¬
up of the plant with the addition of the Mag Carbon (Magnesia Carbon, Alumina Magnesia Carbon & Alumina SiC Carbon) Brick plant to
those already completed and fully integrated i.e Casting Flux Plant, Large Precast Shapes including RH Degassed Snorkels Plant and the
Monolithics Plant and modernization of our Plant Equipment and processes at Kandla, Gujarat and Rourkela, Odisha .

During FY 2024-25, your Company has also entered the Non-ferrous refractory segment; a move believed to hold immense promise for
the future. This is a well-planned strategic expansion aimed at diversifying our product portfolio which will open opportunities for your
Company in Cement, Glass, Coke, Gasification Sectors which are expected to become important contributors to our future growth. As
part of this new segment your Company have a technology transfer from our Sheffield operations, particularly in the Iron Segment, to our
Indian facilities. We expect this technology transfer to be completed by Q1 FY26, which will enhance your Company''s product capabilities
and cost efficiency in India.

Rounding out the strategy your Company entered into a Joint Venture (JV) Agreement on 14th October 2024 with Marvels International
Group Co Ltd of Seychelles and Marvel Refractories (Anshan) Company Limited of P R China and pursuant thereto IFGL-Marvels
Refractories Limited has been incorporated. This 51% JV will establish a greenfield manufacturing facility focused on producing basic
fired magnesite spinel bricks, basic fired magnesite bricks, and fired magnesia chrome bricks. Your Company has already acquired land in
Bhachau, Kutch District, Gujarat, marking a critical step in your Company''s long-term expansion strategy.

Your Company during FY 2024-25 received several accolades. Your Directors are confident that your Company is on the right path. Going
forward, results thereof will be visible in Company''s Performance.

Dividend and Bonus Shares

Your Directors have declared an Interim Dividend for FY 2024-25 @ 60 % i.e. '' 6/- per Equity Share of '' 10/- each face value at their meeting
held on 7th May 2025, which has already been paid. Following Dividend Policy of the Company, your Directors have recommended
further payment of Final Dividend of 10 % i.e. Re. 1/- per Equity Share for FY 2024-25, subject to your approval at ensuing Annual General
Meeting (AGM) and deduction of tax at source. Total Dividend for FY 2024-25 is '' 7/- per Equity Share i.e. 70%.

As a measure to reward you the Shareholders, your Directors in their meeting held on Saturday, 24th May 2025 have also approved
issuance of Bonus Share in the ratio of 1:1 to eligible Shareholders of your Company, subject to necessary approvals and or permissions
including yours. In this connection, your Company''s Authorised Share Capital will also be increased following procedure specified
therefor.

Industry Review, Future Outlook and Expansion Plans

Indian Refractory Market is critical for India''s industrial growth, primarily serving high-temperature applications in Steel, Cement, Glass
and Non-Ferrous Metal Sectors. With strong momentum driven by India''s expanding infrastructure, manufacturing and construction
sectors, it is expected that Indian Refractory Market will grow at a CAGR of 5.7% during the period 2025-31. Key industry drivers for the
Refractory Industry are the following :

• Steel Industry Demand - With 70% of Domestic Refractory consumption linked to the Steel Sector, India''s rising steel production
fueled by Government led infrastructure Investments has been a primary growth engine.

• Industrial Diversification - Other key consumers include Cement, Glass, and Non-Ferrous Metal. These sectors have seen steady
expansion, contributing to broader refractory demand. ³

The Steel Industry in India has been one of the strongest markets for many years with strong economic fundamentals and ambitious
growth agenda. India is well positioned to remain a key engine of demand for the foreseeable future offering significant opportunities
for your Company and the broader industry.

In 2021 your Company correctly identified the need to completely change its focus towards the Domestic Market which required the
Company to re-engineer many things including stating and rolling out the Core Values of your Company i.e Integrity, Agility, Sustainable
Growth, Innovation and People first for the first time in the history of your Company. This brought a central guiding focus on what it
means to be in your Company, providing strong foundations as we added to the legacy of the Company.

Today we can proudly state that Domestic Business of your Company has tripled since we started this process and in another very
important metric turned our domestic percentage of Total Standalone business from 41 % in FY 2020-21 to 72% in FY 2024-25.

Research Centre

IFGL had reverse engineering approach to new product development and therefore had no technical IP, a major anchor to our growth.
Your Company planned and built a State-of-the-Art Research Centre.

As the largest 100% Indian-owned Multinational Refractory Company, your Company bears a strong responsibility toward Environmental
Stewardship and Sustainable Innovation. In a historic first, your Company has established a dedicated Research Centre, bringing together
a team of scientists and technologists committed to the principle of creating more from less.

A key focus of this initiative lies in the development of advanced, high-performance Refractory formulations designed to extend
campaign life, thereby significantly reducing specific consumption and environmental impact.

Additionally, your Company has made substantial progress in the area of recycling materials returned from Steel Mills. Supported by
rigorous research, these efforts include meticulous sorting, grading, and the reintegration of materials into production processes.
With deep in-house knowledge and technical expertise, your Company is successfully reintroducing these resources into existing
formulations—driving efficiency, reducing waste, and strengthening its commitment to sustainability.

Your Company have also lined up several green field projects prominent one being manufacturing of DBM Bricks in Khurdha (Odisha,
India).

Your Directors are optimistic about long-term demand for high performance Refractory Solutions and are focusing on innovation, cost
optimization and strategic expansion to ensure that your Company and its Subsidiaries are well positioned to capitalize on recovery and
future growth opportunities in both Domestic and International Markets.

Subsidiaries, Joint Ventures and Associate Companies

Your Directors are of the view that your Company''s Subsidiaries'' performed satisfactorily during FY 2024-25. Your Directors are hopeful
that with signs of macro economic factors stabilizing, your Company''s Subsidiaries'' performance will improve substantially in FY 2025-26.

Pursuant to JV Agreement, a new Joint Venture Company with limited liability, IFGL-Marvels Refractories Ltd. incorporated on 24th
December 2024, is also a Subsidiary of your Company.

Special purpose LLC, EIC Acquistion LLC was established on 13th September 2024 by EI Ceramics LLC.

Form AOC-1, containing financial information of Subsidiary Companies, form part of this Report as Annexure ''D''. Shareholders who
wish to obtain the complete Statement of Accounts and detailed information about Subsidiary Companies can send their requests at the
Registered Office of the Company. They are available for inspection electronically to the members during working hours on working days
(excluding Saturday) provided prior request therefor is sent at [e-mail] and are also available on Company''s website :
www.ifglgroup.com .

Consolidated Financial Statements

Amidst the global challenges, your Company''s Consolidated financial performance demonstrated stability and resilience. On a
consolidated basis, your Company achieved modest Total Income growth of 1% for the full year, with EBITDA margins at 8.7%.

While the global landscape remained uncertain and warranted a cautious approach, said period of volatility has been used to restructure
and optimize businesses of your Company''s overseas Subsidiaries, ensuring that they are well-positioned to respond swiftly when
opportunities emerge.

In accordance with IND AS 110 and other relevant provisions particularly Section 129(3) of the Companies Act, 2013 (hereinafter referred
to as ''the Act'') Consolidated Financial Statements duly audited by Statutory Auditors, M/s S R Batliboi & Co. LLP (Regd No. 301003E/

E300005) form part of the Annual Report. Consolidated Financial Statements have been prepared considering Financial Statements of
Subsidiary Companies and Reports of Auditors relating thereto wherever applicable.

Cash Flow Statement

As required under Regulation 34 of the SEBI LODR, 2015, Cash Flow Statement for FY 2024-25 forms part of the Annual Report.

Business Responsibility and Sustainability Report

Following provisions of Regulation 34(2)(f) of SEBI LODR, 2015, Business Responsibility and Sustainability Report for FY 2024-25 of
your Company, form Annexure ''A'' to this Report. Following Circulars issued both by National Stock Exchange of India Limited (NSE)
and BSE Limited (BSE), said report has been hosted at https://ifglgroup.com/wp-content/uploads/2025/07/Business Responsibility
Sustanability Report.pdf

Corporate Governance Report and Independent Auditors Report thereon

Corporate Governance Report (CG Report) pursuant to provisions of Regulation 34(3) read with Schedule V(C) of the SEBI LODR, 2015,
along with Independent Auditors Report of M/s S R Batliboi & Co. LLP on compliance of conditions of Corporate Governance form part
of this Report and is annexed as Annexure ''B''.

Vigil Mechanism, Prevention of Sexual Harassment etc

Your Company have in place Policies including Vigil Mechanism (Whistle Blower), Prevention of Sexual Harassment, Insider Trading
and Risks Management etc, which are commensurate to nature and size of Company''s business and strengthened from time to time.
Said Policies are also appearing at https://ifglgroup.com/investor/policy/ . During the year under review, no complaint and/or alert
was received under said Policies. Internal Complaints Committees following provision of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 are also in place and functioning at each of the Manufacturing Facility and at Head &
Corporate Office of your Company.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, Annual Return as on 31st March 2025, is available at Company''s website
at https://ifglgroup.com/wp-content/uploads/2025/07/Annual-Return.pdf .

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Prescribed particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required
under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure ''C'' hereto.

Transactions with Related Parties

During FY 2024-25, your Company entered into transactions with Related Parties in ordinary course of its business at arm''s length only.
Since none of the transaction with Related Parties fell within scope of Section 188(1) of the Act, Related Party Transactions as required
under Section 134(3)(h) of the Act in Form AOC-2 are not required to be disclosed and thus does not form part of this Report.

During the year under review your Company did not enter any Material Related Party Transactions i.e transactions exceeding ? 1000 crore
or 10% of Company''s Annual Consolidated Turnover as per last Audited Financial Statements.

Related Party disclosures as per Ind AS 24 have been provided in Notes to Accounts annexed to the Financial Statements.

Deposits from Public

Your Company did not accept any Deposits from the Public during FY 2024-25 too.

Internal Controls of the Company

Your Company have in place established Internal Control system designed to properly record financial and operational information and
compliances of various Internal Controls and other regulatory and statutory requirements. Internal Control system is commensurate to
size, scale and complexity of Company''s business operation and with the help of external and Internal Auditors functioned satisfactorily
and effectively during the year under review. Said System was periodically reviewed and changes made wherever and whenever
necessary. In view of overall expansion of Indian operations of your Company and also to strengthen Internal Control System. Further,
your Directors on the recommendation of Audit Committee, have set up in-house Internal Audit Department, which is functional from
1st April 2025.

Internal Financial Controls : Your Company has in place adequate Internal Financial Control Systems.

Disclosures

Your Company has neither given Loans nor Guarantees nor made Investments exceeding limits specified under Section 186 of the Act.

Other Disclosures including those to be made as per Section 134(3) of the Act read with Rules framed for the purposes thereof and those
in SEBI LODR, 2015 have been included in Annexures forming part of this Report and also in Audited Statement of Accounts and Notes
thereto. For the sake of brevity, they have not been reproduced herein again. CG Report contains details of meetings of your Board of
Directors and Committees thereof held during FY 2024-25 and attendance thereat.

Following Regulation 17(8) read with Part B of Schedule II of SEBI LODR, 2015, Certificate on Financial Statements has been received from
Director and Chief Executive Officer India and Chief Financial Officer of the Company.

Your Company have continued to place utmost importance to IT Security and strengthened the same including by introducing Checks
and Balances. As a significant step in its digital transformation journey, your Company on 10th February 2025 have gone live with SAP S4
HANA. This will strengthen Company''s resource planning thereby enhance efficiency, agility and innovation.

Directors Responsibility Statement

Your Directors state that :

(a) in preparation of Annual Accounts, applicable Accounting Standards have been followed.

(b) Accounting Policies selected and applied are consistent and judgements and estimates made 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 FY and of the Profit and Loss of the Company for that
period.

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of the
Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the Annual Accounts have been prepared on a Going Concern basis.

(e) Internal Financial Controls i.e. Policies and Procedures for ensuring orderly and efficient conduct of business, including adherence
to Company''s Policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the
accounting records and timely preparation of reliable financial information, have been laid down and that such controls are adequate
and operating effectively.

(f) proper systems to ensure compliance with provisions of all applicable laws have been devised and that such systems are adequate
and operating effectively.

Financial Statements for FY 2024-25 have been Audited in accordance with Accounting Principles Generally Accepted in India as indicated
in Report of the Statutory Auditors.

CSR, Human Resource and Industrial Relations

Your Company''s CSR initiatives and activities are aligned with the requirements of Section 135 of the Act. The CSR Policy of your Company
and initiatives undertaken by the Company on CSR activities during the year are included in Annual Report prepared in compliance with
the Companies (Corporate Social Responsibility Policy) Rules, 2014, which form part hereof as Annexure ''E. Other details relating to
Company''s CSR are forming part of CG Report.

Details of Nomination and Remuneration Committee (NRC) are also provided in the CG Report. The Nomination and Remuneration
Policy adopted by your Directors based on recommendation of NRC is available at https://ifglgroup.com/wp-content/uploads/2025/03/
nomination an remuneration policy2018.pdf. Said Policy inter-alia provides for matters concerning appointment and remuneration of
Directors including criteria for determining qualifications, positive attributes, Independence of Directors and those provided in Section
178(3) of the Act.

An Annexure containing information in accordance with the provisions of Section 197(12) of the Act and read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report as Annexure ''F.

During FY 2024-25, 8 (eight) persons (including Executive Directors) employed with your Company received Remuneration of ''10.2
million per annum or more or '' 0.85 million per month or more. As on 31st March 2025, your Company had directly employed 1,527
people worldwide including 1,218 in India.

During the year under review, your Company continued with 5S initiative and ensured active participation of employees. This has further
enhanced operational efficiency and fostered a culture of ownership and engagement across your Company.

Your Company firmly believes that "The People are the Company" and it accordingly started the ''People First'' program which continues
to grow day by day towards the goal of making your Company one of the best places to work in India. Under this program,the HR system
has been refined to prioritize employee engagement, well-being and professional growth with a key focus on enhancing work-life
balance and ensuring employees feel valued and supported in both their professional and personal lives. Additionally your Company''s
compensation and benefits continue to remain highly competitive within the Industry, reaffirming its commitment to recognizing and
rewarding its workforce.

Recognising that people are central to performance, your Company have invested in strengthening its sales and site services teams,
along with technical sales support functions. These efforts ensure that both Customers and On-Site teams are fully equipped to maximize
the value and effectiveness of your Company''s products.

Your Company has also established a robust Indian Executive Team led by Director and Chief Executive Officer India with top class Chiefs
in Finance, Research, Operations, Procurement and Human Resources. This structure has enabled faster and more effective decision-
makng, reinforced agility at the top and strengthened execution on the ground.

Industrial Relations continued to remain cordial in your Company.

Directors and Key Managerial Personnel (KMPs)

You are already aware that Managing Director of the Company, Mr James Leacock McIntosh (DIN : 09287829) will step down as the
Managing Director effective 31st August 2025. He will thereafter be an Advisor. Mr Mihir Prakash Bajoria (DIN : 09346426) (hereon
Mr M P Bajoria), presently Chairman of Company''s UK Subsidiary, Monocon International Refractories Limited, will assume the position
of Managing Director effective 1st September 2025. As a step in that direction, your Directors have appointed Mr M P Bajoria as an
Additional Director of the Company at their meeting held on 24th May 2025 to hold such office until end of ensuing AGM.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet
criteria of Independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI
LODR, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

All of the Directors, Key Managerial Personnel, Senior Management and other Management Personnel as on 31st March 2025, have
confirmed compliance of Code of Conduct for Board of Directors including Independent Directors, Key Managerial Personnel, Senior
Management and other Management Personnel of the Company. This Code continues to help the Company maintain standard of ethics
and ensure compliance of legal requirements applicable.

Particulars of Company''s Key Managerial Personnel, as per Section 203 of the Act are appearing at Note 36 of Audited Statement of
Accounts. During FY 2024-25, Mr Sikander Yadav served as Chief Financial Officer (CFO) for the period 3rd June 2024 to 12th September
2024. Mr Amit Agarwal ceased to be CFO w.e.f 3rd June 2024 and was again appointed as CFO w.e.f. 9th November 2024. Company
Secretary of the Company, Mrs Mansi Damani continued to be one of the Company''s Key Managerial Personnel .

Performance Evaluation

Evaluation of performance of your Company''s Board of Directors and its Committees and Individual Directors including Independent
Directors and Chairman of Board has been carried out in accordance with the provisions of the Act and SEBI LODR, 2015. Outcome is
that the Board and its Committees have been functioning satisfactorily and flow of information has been commensurate to the nature
of business and size of your Company. Your Directors received briefings on key matters including regulatory, which helped to enhance
their performance.

Cost Auditor

Your Directors have re-appointed M/s Mani & Co., Practicing Cost Accountants as Cost Auditors of the Company for FY 2025-26. Your
approval for payment of remuneration not exceeding ''5 (five) lakhs to them is being sought inasmuch as an Ordinary Resolution has
been included in Notice of ensuing AGM.

In accordance with the provisions of Section 148 of the Act, your Company maintained Cost Records and Accounts during FY 2024-25.
Cost Audit Report for FY 2023-24 was filed with the Ministry of Corporate Affairs within prescribed time limit.

Secretarial Auditor

Pursuant to Provisions of Section 204 of the Act and Rules framed thereunder, the Company had appointed Practicing Company
Secretaries, M/s P Sarawagi & Associates to carry out Secretarial Audit of the Company for FY ended 31st March 2025. Their Secretarial
Audit Report in Form MR-3 form part hereof as Annexure ''G. They have also issued Secretarial Compliance Report in compliance of

Regulation 24A of SEBI LODR, 2015, for Financial Year 2024-25. Both Secretarial Audit Report and Secretarial Complaince Report are free
from qualification, reservation or adverse remarks or disclaimer.

Following Regulation 24A of SEBI LODR, 2015 and provisions of Section 204 of the Act and Rules and Regulations made thereunder and
other applicable provision(s) , your Directors recommend appointment of Practicing Company Secretaries , M/s P Sarawagi & Associates
[Proprietor Mr P. K. Sarawagi (Membership No. : FCS 3381 and C.P. No. : 4882)] as Secretarial Auditor of our Company for a term of 5 (five)
years i.e. beginning immediately after conclusion of 18th Annual General Meeting to hold office until conclusion of 23 rd Annual General
Meeting of the Company i.e from FY 2025-26 to FY 2029-30, for carrying out Secretarial Audit subject to your approval at ensuing AGM.

Statutory Auditors

M/s S R Batliboi & Co. LLP (Regd No. 301003E/E300005), Chartered Accountants were re-appointed as Statutory Auditors of the Company
for second term of 5 (five) consecutive years from conclusion of 17th AGM held on 31st July 2024 until conclusion of 22nd AGM of the
company to be held in the year 2029.

Their Reports on Statement of Accounts for FY 2024-25 on Standalone and Consolidated basis are self-explanatory and do not contain
any qualification, reservations, adverse remarks or disclaimers except 2 (two) Emphasis of Matters.

Report on Fraud by Auditors

For the year under review, neither Statutory Auditors nor Cost Auditors nor Secretarial Auditors have reported any instances of frauds
committed in your Company by its Officers and/or Employees, to the Audit Committee/Board under Section 143(12) of the Act.

Material Changes and Commitments after the Financial Year

There have neither been any material changes and/or commitments, between 31st March 2025 and date of this report, affecting your
Company''s financial position nor nature of your Company''s Business.

Significant and Material Orders passed by the Regulators/Courts/Tribunals

During FY 2024-25, no Significant or Material Orders have been passed by any of the Regulators, Courts or Tribunals impacting the going
concern status of your Company and its future operations.

Annexures forming part of this Report

Particulars	Annexures
Business Responsibility and Sustainability Report	Annexure ''A''
Report on Corporate Governance	Annexure ''B''
Prescribed particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo	Annexure ''C''
Form AOC 1 - Statement containing Salient Features of Financial Statements of Subsidiaries	Annexure ''D''
Annual Report on Corporate Social Responsibility	Annexure ''E''
Information as per Section 197(12) of the Companies Act, 2013 and read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014	Annexure ''F''
Secretarial Audit Report in Form No. MR-3	Annexure ''G''

Acknowledgement

Your Directors extend their sincere appreciation to all employees, regardless of their level, for their unwavering dedication, hard work
and commitment. They also acknowledge invaluable support and co-operation received from all Stakeholders, with special gratitude to
you, the Shareholders.

On behalf of the Board of Directors of
IFGL Refractories Limited

S K Bajoria James L McIntosh

Kolkata Chairman Managing Director

24th May 2025 (DIN - 00084004) (DIN - 09287829)

1

Debtors Turnover Ratio = Revenue from Operations / Average Trade Receivables

2

Inventory Turnover Ratio = Cost of Goods Sold / Average Inventory
Company''s Performance

FY 2024-25 has been another defining year for your Company, a year that tested its resilience, challenged its capabilities, and at the same
time, laid a solid foundation for the future.

Your Company operated in a highly volatile and unpredictable overseas environment. Fluctuating steel prices, global inflationary
pressures, and overall economic instability created significant headwinds across our Overseas Subsidiarys markets. Of the overseas
regional markets we participate, the hardest hit was North America at -4.2% which adversely affected our US operations. Whilst European
Markets showed growth in Steel Production both in EU27 and Eastern Sectors, closure of certain steel plants affected your Company''s
Exports.

3

Government Initiatives - Programs like ''Make in India'' , the National Infrastructure Pipeline and significant capital expenditure on
public works have boosted Domestic Manufacturing and Construction, supporting downstream industries such as refractories.

---

Mar 31, 2024

Your Directors take pleasure in presenting Statement of Accounts, both on Consolidated and Standalone basis, for Financial Year (FY) 2023-24 together with Report of the Auditor''s forming part thereof.

Financial Results

Financial Results for FY 2023-24 are summarized below : ('' in Millions)

Revenue from Operations	16,394.89	8,930.30
Other Income	187.74	165.61
Total Income	16,582.63	9,095.91
Profit before Depreciation, Interest and Tax (PBDIT)	1,731.40	1,313.49
Depreciation and Amortisation	642.73	472.12
Finance Cost	110.37	99.11
Profit before Exceptional Items and Tax	978.30	742.26
Exceptional Items	-	-
Profit before Tax	978.30	742.26
Tax Expense	161.56	91.14
Profit for the year after Tax	816.74	651.12
Other Comprehensive lncome/(Loss) for the year, Net of Tax	105.61	(2.07)
Total Comprehensive Income for the year	922.35	649.05
Basic and Diluted Earnings per Share (Rs)	22.66	18.07
Disclosures under Regulation 34(3) read with Clause B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR, 2015)
i) Debtors Turnover Ratio 1	4.86:1	4.58:1
ii) Inventory Turnover Ratio 2	3.15:1	2.83:1
iii) Interest Coverage Ratio	9.86:1	8.49:1
iv) Current Ratio	2.68:1	2.63:1
v) Debt Equity Ratio	0.16:1	0.18:1
vi) Operating Profit Margin (%)	5.50%	7.57 %
vii) Net Profit Margin (%)	4.98%	7.29 %
viii) Return on Net Worth(%)	7.62%	9.84 %

Provision for Trade Receivables	332.7	317.0
Provision for Goods sold but in Transit	78.5	78.5
Reversal of Commission	14.8	14.8

Nevertheless, continued endeavor of your Directors is to improve performance of your Company and in this regard, several measures have been taken and this will continue unabated.

During FY 2023-24, your Company received several accolades at customer''s end, some of which are the following :

• Helped SAIL, Bhilai Steel Plant achieve highest ever Tundish Sequence.

• Highest ever performance with Purging Refractories at JSW Bellary SMS-3.

• Record breaking performance with newly developed trough castables.

• Successful commissioning of LSG 90 System at JSPL, Angul Phase II.

Dividend

Your Directors are happy to recommend payment of Final Dividend of 70 % i.e. '' 7 per Equity Share for FY 2023-24 subject to your approval at ensuing Annual General Meeting and deduction of tax at source. Dividend recommended is in accordance with the Dividend Distribution Policy of the Company, which is available on the Website of the Company at https://ifglgroup.com/wp-content/ uploads/2023/04/Dividend-Distribution-Policy.pdf . Dividend if approved by you will result in cash outflow of '' 252.28 millions.

Industry Review, Future Outlook and Expansion Plans

In general, Refractory Industry is performing well. Barring weakness in Europe and Americas because of geo-political conflicts leading to worsening macro-economic factors, overall demand for Iron and Steel continues to be positive. In fact, Steel Industry in India is on expansion mode to cater to ever increasing demand because of Government''s initiatives for bolstering infrastructure building and capital goods manufacturing. India has emerged as the 5th largest Economy in the World. It is also projected that India will become 20 Trillion USD Economy by 2047, if it manages to achieve a sustained growth of 7 to 7.5 percent over the next 25 years. India is, the most populous country in the world with demographics of young people. All these have led and are leading to increased demand for products and services of your Company.

During FY 2023-24, your Company has had several events, which have already or are going to have positive impacts. Some of those are mentioned below :

a) Re-classification/De-classification of Company''s Foreign Promoter, Krosaki Harima Corporation, Japan to Public Category following purchase of whole of their shareholding of about 15.51% in your Company by Holding Company, Bajoria Financial Services Pvt Ltd, being part of the Indian Promoter Group of your Company.

b) Inauguration of State-of-Art Research Centre at your Company''s Kalunga (Odisha) manufacturing facilities.

c) New manufacturing facility in the process of being set up in Odisha for Continuous Casting Refractories with installed capacity of 240,000 pcs per annum at a capital outlay of '' 150 Crores.

d) Introduction of new and extended product lines for RH Degasser Snorkel, EAF Deltas, Magnesia Carbon Bricks, Casting Flux, Tube Changer Mechanism, Ladle Slide Gates etc.

e) Introduction of project GATI (SAP S4 HANA) for improving operational efficiency as well as decision making.

f) Commencement of a new Business vertical in the non-ferrous refractory market brings new products for customers in sectors like cement, glass, coke, lime and coal gasification.

g) Rationalization of manufacturing facilities including shifting and consolidation of manufacturing in Peoples Republic of Czechoslovakia to that in Germany.

Your Company has taken many more steps for expanding capacity at its manufacturing facilities. For this purpose, plots of land neighboring Company''s Kalunga (Odisha) and Kandla (Gujarat) manufacturing facilities have been acquired, construction work whereat

is either going on or will commence soon. Capacity at your Company''s manufacturing facility at Visakhapatnam (Andhra Pradesh) is also being enhanced.

Your directors firmly believe that future is exceptionally promising and prosperous, barring unforeseen events.

Subsidiaries

The Company''s Subsidiaries have performed well against the prevailing winds mentioned earlier with Consolidated Revenue of your Company''s immediate subsidiary, IFGL Worldwide Holdings Limited, increasing by 22% compared to the preceding FY 2022-23. Additionally, Profit before Tax has increased by 13%.

Form AOC-1, containing financial information of subsidiary companies, form part of this Report as Annexure ''D''. Your company does not have any Indian Subsidiary. Shareholders who wish to obtain the complete Statement of Accounts and detailed information about subsidiary companies can send their requests to the Registered Office. They are available for inspection electronically to the members during working hours on working days (excluding Saturday) provided prior request therefor is sent at [e-mail] and are also available on Company''s website: www.ifglgroup.com .

Consolidated Financial Statements

In accordance with IND AS 110 and other relevant provisions particularly Section 129(3) of the Act, Consolidated Financial Statements duly audited by Statutory Auditors, M/s S R Batliboi & Co. LLP (Regd No. 301003E/E300005) form part of the Annual Report. Consolidated Financial Statements have been prepared considering Financial Statements of Subsidiary Companies and Reports of Auditors relating thereto wherever applicable.

Cash Flow Statement

As required under Regulation 34 of the SEBI LODR, 2015, Cash Flow Statement for FY 2023-24 forms part of the Annual Report.

Business Responsibility and Sustainability Report

As per provisions of Regulation 34(2)(f) of SEBI LODR, 2015, Business Responsibility and Sustainability Report is annexed hereto as Annexure ''A''. A copy of such Report is also appearing at https://ifglgroup.com/wp-content/uploads/2024/07/Business Responsibility Sustanability Report.pdf

Corporate Governance/Vigil Mechanism etc

Corporate Governance Report (CG Report) conforming to provisions of Regulation 34 of the SEBI LODR, 2015, amended to date and notifications, circulars, clarifications etc issued by SEBI from time to time form part of this Report and is annexed as Annexure ''B''.

Your Company has in place Policies including Vigil Mechanism (Whistle Blower), Prevention of Sexual Harassment, Insider Trading and Risks Management etc commensurate to nature and size of business of the Company. Said Policies are also appearing at https://ifglgroup.com/investor/policy/ . No complaint and/or alert was received under said Policies. Internal Complaints Committee following provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are also in place and functioning.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, Annual Return as on 31st March 2024 is available at Company''s Website at https://ifglgroup.com/wp-content/uploads/2024/07/Annual Return.pdf

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The prescribed particulars relating Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure ''C'' hereto.

Transactions with Related Parties

During FY 2023-24, your Company entered into transactions with Related Parties in ordinary course of its business at arm''s length. Since none of the transaction with Related Parties fell under the scope of Section 188(1) of the Act, disclosure of related party transactions as required Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this Report.

Deposits from Public

Your Company did not accept any Deposits from the Public and accordingly no amount of principal or interest on Deposits from the Public was outstanding as on 31st March 2024.

Internal Controls of the Company

The Company has in place an established Internal Control system designed to ensure proper recording of financial and operational information and compliance with various internal controls and other regulatory and statutory requirements. Internal Control systems commensurate with size and nature of Company''s Business with the help of external and internal Auditors functioned well and effectively. Said Systems were periodically reviewed and changes were made wherever and whenever necessary.

Internal Financial Controls : Your Company has in place adequate Internal Financial Control systems.

Disclosures

Your Company has neither given Loans or Guarantees nor made Investments under Section 186 of the Act.

Other disclosures including those to be made as per Section 134(3) of the Act read with Rules framed for the purposes thereof and those in SEBI LODR, 2015 have been included in Annexures forming part of this Report and also in Audited Statement of Accounts and Notes thereto. For the sake of brevity, they have not been reproduced again. CG Report contains details of meetings of the Board of Directors and Committees thereof held during FY 2023-24 and attendance thereat.

Following Regulation 17(8) read with Part B of Schedule II of SEBI LODR, 2015, Certificate on Financial Statements has been received from Director and Chief Executive Officer India and Chief Financial Officer of the Company.

Your Company continued to place utmost importance to IT security and have strengthened the same including by introducing checks and balances.

Directors Responsibility Statement

Your Directors state that :

a) in preparation of Annual Accounts, applicable Accounting Standards have been followed.

b) Accounting Policies selected and applied are consistent and judgments and estimates made 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 FY and of the Profit and Loss of the Company for that period.

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Annual Accounts have been prepared on a Going Concern basis.

e) Internal Financial Controls i.e. policies and procedures for ensuring orderly and efficient conduct of business, including adherence to Company''s Policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information, have been laid down and that such controls are adequate and operating effectively.

f) Proper systems to ensure compliance with provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.

Financial Statements for FY 2023-24 have been audited in accordance with Accounting Principles Generally Accepted in India as indicated in Report of the Statutory Auditors.

CSR, Human Resource and Industrial Relations

Company''s CSR initiatives and activities are aligned to requirements of Section 135 of the Act. CSR Policy of your Company and the initiatives undertaken by the Company on CSR activities during the year are included in Annual Report prepared in compliance of the Companies (Corporate Social Responsibility Policy) Rules, 2014, which form part hereof as Annexure ''E. Other details relating to Company''s CSR are forming part of CG Report.

Details of Nomination and Remuneration Committee (NRC) are also existing in CG Report. Nomination and Remuneration Policy adopted by your Directors based on recommendation of NRC is available at https://ifglgroup.com/wp-content/uploads/2023/04/nomination an remuneration policv2018.pdf. Said Policy inter-alia provides for matters concerning Directors appointment and remuneration including criteria for determining qualifications, positive attributes, Independence of Directors and those provided in Section 178(3) of the Act.

An Annexure having information following provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and

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During FY 2023-24, 7 (seven) persons (including Executive Directors) employed with the Company received remuneration of '' 102 lakhs per annum or more or '' 8.5 lakhs per month or more. As on 31st March 2024, the Company had directly employed 1,312 people worldwide including 1,009 in India.

With 5S initiative, everyone in the Company has been involved and exemplified Company''s commitment to inclusivity and continuous improvement. It''s a practice that not only enhances your Company''s operational efficiency but also fosters a sense of ownership and engagement among all team members.

During FY 2023-24, your Company embarked on the ''People First'' initiative in collaboration with Consulting Firm Deloitte, aimed at strengthening and redefining Company''s HR system. This project prioritizes employee engagement, well-being, and professional development with pivotal focus on enhancing work-life balance. Compensation and benefits provided by the Company to employees have also been no lesser than those of the peers. This continued to motivate employees at large leading to low attrition.

Industrial Relations continued to remain cordial in your Company.

Directors and Key Managerial Personnel (KMPs)

Effective 1st March 2024, Whole-time Director, Mr Kamal Sarda (DIN : 03151258) designated as Director and Chief Executive Officer India ceased to hold his office due to resignation. Your Directors place on record appreciation for services rendered by him.

Your Board at its meeting held on Wednesday, 13th March 2024 following recommendation of the Nomination and Remuneration Committee, appointed Mr Arasu Shanmugam (DIN : 02316638) as a Whole-time Director of the Company for a period of 3 (three) years from 13th March 2024 to 12th March 2027. You, the shareholders have approved such appointment through postal ballot in accordance with Sections 108 and 110 and other applicable provisions of the Companies Act, 2013 (hereon ''the Act'') read with applicable Rules, Secretarial Standards and SEBI LODR, 2015 with requisite majority, result whereof was declared on Wednesday, 15th May 2024.

Your Board following recommendation of the Nomination and Remuneration Committee and subject to your approval and that of the Central Government have re-appointed Mr James Leacock McIntosh (DIN : 09287829) as Managing Director of the Company on and from 1st September 2024 for a period of 3 (three) years ending on 31st August 2027 on terms and conditions including remuneration more fully stated in draft Agreement to be executed between the Company and Mr McIntosh. In this connection, a Special Resolution has been included in the Notice of ensuing AGM for your approval. Your Directors recommend passing of said Special Resolution being in the interest of your Company.

Mr McIntosh will also retire by rotation at ensuing Annual General Meeting (AGM) and being eligible, has offered himself for reappointment for further period liable to retire by rotation.

Particulars of the Company''s Key Managerial Personnel are appearing at Note 36 of Audited Statement of Accounts as per Section 203 of the Act. Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI LODR, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

All of the Directors, Key Managerial Personnel Senior Management and other Management Personnel as on 31st March 2024, have confirmed compliance of Code of Conduct for Board of Directors including Independent Directors, Key Managerial Personnel, Senior Management and other Management Personnel of the Company. This Code continues to help the Company maintain standard of ethics and ensure compliance of legal requirements applicable.

Performance Evaluation

Evaluation of performance of your Company''s Board of Directors and its Committees and individual Directors including Independent Directors and Chairman of Board has been carried out. Outcome is that the Board and its Committees have been functioning satisfactorily and flow of information has been commensurate to the nature of business and size of your Company. Your Directors received briefings on key matters including regulatory, which helped to enhance their performance.

Cost Auditor

To the extent provisions of Section 148 of the Act are applicable, your Company maintained accounts and records during FY 2023-24. M/s Mani & Co., Practicing Cost Accountants have been re-appointed as Cost Auditors of the Company for FY 2024-25. Your approval for payment of remuneration not exceeding '' 5 lakhs to them is being sought inasmuch as an Ordinary Resolution has been included in Notice of ensuing AGM.

Secretarial Auditor

Secretarial Audit Report in Form MR-3 following provisions of Section 204 of the Act of M/s S M Gupta & Co., Practicing Company Secretaries form part hereof as Annexure ''G''. Following Regulation 24A of SEBI LODR, 2015, Secretarial Auditor have also carried out Secretarial Compliance Audit for FY 2023-24. Both Report and Certificate are free of qualifications, reservations or adverse remarks.

Statutory Auditors

Reports of the Statutory Auditors, M/s S R Batliboi & Co. LLP (Regd No. 301003E/E300005), Chartered Accountants on Statement of Accounts for FY 2023-24 on Standalone and Consolidated basis are self-explanatory. Their Reports do not contain any qualification, reservations, adverse remarks or disclaimers except 2 (two) Emphasis of Matters. Their appointment as Statutory Auditors of your Company will come to an end on conclusion of ensuing 17th AGM of the Company. They have confirmed their willingness to be reappointed as Statutory Auditors for another term of five years and have confirmed that they continue to comply with all requirements and criteria specified therefor.

Report on fraud by Auditors

For the year under review, neither Statutory Auditors nor Cost Auditors nor Secretarial Auditors have reported any instances of frauds committed in your Company by its Officers and/or Employees, to the Audit Committee under Section 143(12) of the Act.

Material Changes and Commitments after the Financial Year

There have neither been any material changes and/or commitments since end of FY 2023-24 affecting your Company''s financial position nor nature of your Company''s business.

Significant and Material Orders passed by the Regulators/Courts/Tribunals

No significant or material orders have been passed by any of the Regulators, Courts or Tribunals that affect going concern status and future operations of your Company.

Acknowledgement

Your Directors express appreciation to all employees irrespective of level for their hard work, dedication, and commitment recognize continued support and co-operation received from all other stakeholders particularly you, the Shareholders.

On behalf of the Board of Directors of IFGL Refractories Limited

S K Bajoria James L McIntosh

Kolkata Chairman Managing Director

18th May 2024 (DIN - 00084004) (DIN - 09287829)

1

Debtors Turnover Ratio = Revenue from Operations / Average Trade Receivables

2

Inventory Turnover Ratio = Cost of Goods Sold / Average Inventory Company''s Performance

Your Directors are of the view that financial performance achieved both on Consolidated and Standalone basis for FY 2023-24 is satisfactory. Geo political conflicts prevailed in several parts of the world, which adversely affected macro-economic dynamics leading to increased cost of energy, freight, raw materials etc. Profitability both on Consolidated and Standalone basis for the year also reduced because one of the customers of the Company opted for Preventive Restructuring under laws of Czech Republic and as a matter of abundant precaution and prudence, the Company making following accounting adjustments in FY ended 31st March 2024.

---

Mar 31, 2023

The Directors take pleasure in presenting Statement of Accounts, both on Consolidated and Standalone basis, for Financial Year (FY) 2022-23 together with Report of the Auditor''s forming part thereof.

Financial Results

Financial Results for FY 2022-23 are summarized below : (Rs. in Millions)

	Consolidated	Standalone
Revenue from Operations	13,865.03	8,333.66
Other Income	131.49	122.03
Total Income	13,996.52	8,455.69
Profit before Depreciation, Interest and Tax (PBDIT)	1,660.94	1,341.30
Depreciation and Amortisation	555.55	442.85
Finance Cost	48.40	45.59
Profit before Exceptional Items and Tax	1,056.99	852.86
Exceptional Items	-	-
Profit before Tax	1,056.99	852.86
Tax Expense	264.93	241.12
Profit for the year after Tax	792.06	611.74
Other Comprehensive Income/(Loss) for the year, Net of Tax	170.38	0.39
Total Comprehensive Income for the year	962.44	612.13
Basic and Diluted Earnings per Share (?)	21.98	16.97
Disclosures under Regulation 34(3) read with Clause B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR, 2015)
i) Debtors Turnover Ratio 1	4.46:1	4.38:1
ii) Inventory Turnover Ratio 2	2.93:1	2.85:1
iii) Interest Coverage Ratio	22.84:1	19.71:1
iv) Current Ratio	2.71:1	2.98:1
v) Debt Equity Ratio	0.16:1	0.18:1
vi) Operating Profit Margin (%)	7.02%	9.32%
vii) Net Profit Margin (%)	5.71%	7.34%
viii) Return on Net Worth(%)	7.88%	9.83%

Dividend

Following Dividend Distribution Policy of your Company, copy whereof is available at https://ifglgroup.com/wp-content/up-loads/2023/04/Dividend-Distribution-Policy.pdf , your Directors are pleased to recommend payment of Final Dividend of 70% i.e. '' 7 per Equity Share for FY 2022-23 subject to your approval at ensuing Annual General Meeting and deduction of Tax at Source.

Industry Review, Future Outlook and Expansion Plans

In general, Refractory Industry is performing well. Barring weakness in Europe because of Macro Economic factors and Russia-Ukraine war affecting them, overall demand for Iron and Steel continues to persist. In fact, Steel Industry in India is on expansion mode to cater to ever increasing demand because of Government''s initiatives for bolstering infrastructure building and capital goods manufacturing. India has emerged as the 5th largest Economy in the World. It is also projected that India will become 20 trillion USD Economy by 2047, if it manages to achieve a sustained growth of 7 to 7.5 percent over the next 25 years. India is most populous country in the world with demographics of young people. All these have led and leading to increased demand for products and services of your Company and to meet the same, your Company has taken several steps for expanding capacity at its manufacturing facilities. For this purpose, your Company has also acquired few plots of land neighboring its Kalunga (Odisha) and Kandla (Gujarat) manufacturing facilities, construction work whereat is going on. Capacity at your Company''s manufacturing facility at Vizag (Andhra Pradesh) has been/is being enhanced.

On 24th February 2023, your Company''s UK Step Down Subsidiary, Monocon International Refractories Limited acquired 100% shareholding of Sheffield Refractories Ltd (SRL), UK engaged in manufacture and installation of Monolithic Refractory products with a specific interest in Blast Furnace Cast House products, Shotcreting Materials and an extensive range of other specialist Monolithic Product for use in the Iron and Steel, Cement, Incineration and Waste to Energy Industries. Acquisition of SRL will enable your Company and its Subsidiaries to offer bigger basket of products to Customers.

New state-of-art Technology Center at your Company''s Kalunga (Rourkela) facility is going to be operational during Current Financial Year. Such Technology Center will bring efficiencies, both direct and indirect, to your Company.

Yours Directors are of the view that your Company has an extremely bright and prosperous future going forward barring unforeseen circumstances.

Subsidiaries

Performance of your company''s Subsidiaries have been excellent in as much as Consolidated Revenue of your Company''s immediate Subsidiary, IFGL Worldwide Holdings Limited, for the Year has increased by 23% over that of preceding FY 2021-22. Profit before Tax and Profit for the Year also increased by 45% and 51% respectively. The recent acquisition of SRL will further fuel performance of your Company''s Subsidiaries.

Business Responsibility and Sustainability Report

Provisions relating to Business Responsibility and Sustainability brought in by Securities and Exchange Board of India (hereon ''SEBI'') are applicable from FY 2022-23 as the Company was one of the top 1000 Companies by Market Capitalization as on 1st April 2022. Your Company''s Business Responsibility and Sustainability Report for FY 2022-23 following guidance being received from one of the top four consulting firms with regard to matters relating to Environment Sustainability and Governance (ESG), as per provisions of Regulation 34(2)(f) of SEBI LODR, 2015 is annexed hereto as Annexure ''A''. A copy of such Report is also appearing at https://ifglgroup.com/investor/ meetings-reports/

Corporate Governance/Vigil Mechanism etc

Corporate Governance Report (CG Report) conforming provisions of Regulation 34 of the SEBI LODR, 2015, amended to date and notifications, circulars, clarifications etc issued by SEBI from time to time form part of this Report and is annexed as Annexure ''B''.

Your Company has in place Policies including Vigil Mechanism (Whistle Blower), Prevention of Sexual Harassment, Insider Trading and Risks Management etc commensurate to nature and size of business of the Company. Said Policies are also appearing at https://ifglgroup. com/investor/policy/. No complaint and/or alert was received under said Policies. Internal Complaints Committee following provision of Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 are also in place and functioning.

Disclosures

As required by Section 92(3) read with Section 134(3)(a) of the Act, Annual Return has been hosted at https://ifglgroup.com/wp-content/ uploads/2023/07/Annual Return.pdf. Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure ''C. During FY 2022-23, your Company entered into transactions with related parties in ordinary course of business at arms length. Accordingly, Form AOC-2 has not been annexed hereto with particulars of such transactions. Your Company has neither given loans or guarantees or made investments under Section 186 of the Act. Your Company also did not accept deposits. Evaluation of performance of your Company''s Board of Directors and its Committees and individual Directors including Independent Directors and Chairman of Board has been carried out. Outcome is that the Board and its Committees have been functioning satisfactorily and flow of information has been commensurate to the nature of business and size of your Company. Your Directors received briefings on key matters including regulatory, which went on their performance.

Following announcement of Quarterly and Annual Results, your Company made presentations, did conference calls and interacted with investors at large for enhanced confidence. 9.91% of your Company''s Equity Shares as on 31st March 2023, was held by Mutual Funds.

A statement in Form AOC-1 having financial information of Subsidiary Companies form part of this Report as Annexure ''D''. Your Company does not have any Indian Subsidiary. Shareholders of the Company who are desirous of having complete Statement of Accounts and related detailed information of Subsidiary Companies, may send their request therefor to the Company''s Registered Office. They are available for inspection electronically to the members during working hours on working days (excluding Saturday) provided prior request therefor is sent at [e-mail] and are also available on Company''s website : www.ifglgroup.com.

Internal Control System with the help of external and internal auditors functioned well and effectively. It continued to be commensurate with size and nature of Company''s Business. Said System was periodically reviewed and changes were made wherever and whenever necessary. Internal Financial Controls were also adequate.

Other disclosures including those to be made as per Section 134(3) of the Act read with Rules framed for the purposes thereof and those in SEBI LODR, 2015 have been included in Annexures forming part of this Report and also in audited Statement of Accounts and Notes thereto. For the sake of brevity they have not been reproduced again. CG Report contained details of meetings of the Board of Directors and Committees thereof held during FY 2022-23 and attendance thereat. There has not been any material change and/or commitment affecting financial position of your Company between end of FY 2022-23 and date of this Report. None of the regulators or courts or tribunals passed any Order likely to impact going concern, status or operations in future of your Company.

Following Regulation 17(8) read with Part B of Schedule II of SEBI LODR, 2015, Certificate on Financial Statements has been received from Director and Chief Executive Officer and Chief Financial Officer of the Company.

Your Company placed utmost importance to IT security and have strengthened the same including by introducing checks and balances. Directors Responsibility Statement Your Directors state that :

a) in preparation of Annual Accounts, applicable Accounting Standards have been followed.

b) Accounting Policies selected and applied are consistent and judgments and estimates made 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 FY and of the Profit and Loss of the Company for that period.

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Annual Accounts have been prepared on a Going Concern basis.

e) Internal Financial Controls i.e. policies and procedures for ensuring orderly and efficient conduct of business, including adherence to Company''s Policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information, have been laid down and that such controls are adequate and operating effectively.

f) Proper systems to ensure compliance with provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.

Financial Statements for FY 2022-23 have been audited in accordance with Accounting Principles Generally Accepted in India as indicated in Report of the Statutory Auditors.

CSR, Human Resource and Industrial Relations

Annual Report in compliance of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 form part of this Report as Annexure ''E''. Other details relating to Company''s CSR are forming part of CG Report.

Similarly, particulars of Nomination and Remuneration Committee (NRC) are also existing in CG Report. Nomination and Remuneration Policy adopted by your Directors based on recommendation of NRC is available at https://ifglgroup.com/wp-content/uploads/2023/04/ nomination an remuneration policy2018.pdf. Said Policy inter-alia provide for matters concerning Directors appointment and remuneration including criteria for determining qualifications, positive attributes, Independence of Directors and those provided in Section 178(3) of the Act.

An Annexure having information following provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report as Annexure ''F''.

During FY 2022-23, 5 (five) persons (including Executive Directors) employed with the Company received remuneration of '' 102 lakhs per annum or more or '' 8.5 lakhs per month or more. As on 31st March 2023, the Company had employed 1275 people worldwide including 948 in India.

Industrial Relations continued to remain cordial in your Company. Conducive working environment was provided to employees and trainings imparted thereby helping the employees to increase their skills and productivity. Compensation and benefits provided to the employees have also been no lesser than and comparable with those of the peers. This continued to motivate employees at large resulting in low attrition.

Consolidated Financial Statements

In accordance with IND AS 110 and other relevant provisions particularly Section 129(3) of the Act, Consolidated Financial Statements duly audited by Statutory Auditors, M/s S R Batliboi & Co. LLP (Regd No. 301003E/E300005) form part of this Annual Report. Consolidated Financial Statements have been prepared considering Financial Statements of Subsidiary Companies and Reports of Auditors relating thereto.

Directors and Key Managerial Personnel (KMP''s)

Ms Anita Gupta and Mr Gaurav Swarup were appointed Independent Directors of your Company on and from 12th October 2022, for a period of 5 (five) years. Your Directors are of the opinion that both of them possess adequate integrity, expertise and experience to function as Independent Directors of the Company. Mr Rajesh Agarwal, who was holding the office of Company Secretary, was elevated and appointed as Director - General Counsel on 12th November 2022, for a period of 3 (three) years. Effective 12th November 2022, Mrs Mansi Damani was appointed as Company Secretary.

Mr K S B Sanyal, who tendered resignation and ceased to hold the office of Independent Director of your Company on and from 28th May 2022, due to age and health related issue, passed away on 13th February 2023.Your Directors placed on record deepest condolences and pray that his departed soul remain in peace.

Your Directors following recommendation of the Nomination and Remuneration Committee and subject to your approval have re-appointed Mr Kamal Sarda (DIN - 03151258) as Whole-time Director of the Company for the period 1st June 2023 to 30th November 2024, both days inclusive, on terms and conditions including remuneration, perquisites and other entitlements similar to that of his appointment in place as on 27th May 2023, and ending on 30th September 2023, which will stand superseded on and from 1st June 2023. Mr Sarda will also retire by rotation at forthcoming Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment for further period liable to retire by rotation. Accordingly a Special Resolution has been included in the Notice of forthcoming AGM for your approval for re-appointment of Mr Kamal Sarda as Whole-time Director of the Company on and from 1st June 2023. Your Directors recommend passing of said Special Resolution being in the interest of your Company. Since the Company has operations in multiple locations, effective 1st June 2023, Mr Sarda has been designated as Director and CEO India.

Particulars of the Company''s Key Managerial Personnel, are appearing at Note 36 of Audited Statement of Accounts as per Section 203 of the Act. All Independent Directors have given their Statement of Declaration under Section 149(7) of the Act and continue to fulfil independence criteria and other conditions specified in the Act and SEBI LODR, 2015.

All of the Directors and Senior Management Personnel as on 31st March 2023, have confirmed compliance of Code of Conduct for Board of Directors including Independent Directors and Senior Management Personnel of the Company. This Code continues to help the Company maintain standard of ethics and ensure compliance of legal requirements applicable.

Cost Auditor

To the extent provisions of Section 148 of the Act are applicable, your Company maintained accounts and records during FY 2022-23. M/s Mani & Co., Practicing Cost Accountant have been re-appointed as Cost Auditors of the Company for FY 2023-24. Your approval for payment of remuneration not exceeding '' 5 lakhs to them is being sought inasmuch as Ordinary Resolution has been included in Notice of forthcoming AGM.

Secretarial Auditor

Secretarial Audit Report in Form MR-3 following provisions of Section 204 of the Act of M/s S M Gupta & Co., Practicing Company Secretaries form part hereof as Annexure ''G''. Following Regulation 24A of SEBI LODR, 2015, Secretarial Auditor have also carried out Secretarial Compliance Audit for FY 2022-23. Both Report and Certificate are free of qualification, reservation or adverse remark.

Auditors'' Report and Auditors

Report of the Statutory Auditors, M/s S R Batliboi & Co. LLP (Regd No. 301003E/E300005), Chartered Accountants on Statement of Accounts for FY 2022-23 on Standalone and Consolidated basis are self-explanatory. Their Reports have no qualification, reservation, adverse remark or disclaimer except 2 (two) Emphasis of Matters. They have also not reported any fraud under Section 143(12) of the Act. Their appointment will come to an end on conclusion of 17th AGM and have confirmed that they continue to comply with all requirements and criteria specified and are qualified to act as Auditors of the Company.

Acknowledgement

Your Directors thank all concerned particularly you the Shareholders for your continued support.

1

Debtors Turnover Ratio = Revenue from Operations/Average Trade Receivables

2

Inventory Turnover Ratio = Cost of Goods Sold/Average Inventory.

Total Income on Consolidated and Standalone basis, have increased by 9.74% and 5.52% respectively for the year compared to that of preceding year. Profit before Tax and Profit for the year have however remained more or less similar to that of preceding year primarily because of increased cost of inputs including raw materials both indigenous and imported, which has to some extent been offset by price increases negotiated and received from customers over the year. Full effect of such price increases will be felt in current Financial Year i.e. FY 2023-24 although such endeavor is continuing and price of key raw materials have more or less stabilized. Considering market situation and macro economic factors prevailing in India and abroad and having influence on producers of Iron and Steel, your Company primarily being supplier to them, performance of your Company for the year appears to be satisfactory to your Directors. It is however continued endeavor of your Directors to improve performance of your Company and in this regard, several measures have been taken and this will continue.

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Mar 31, 2019

Directors'' cum Management Discussion and Analysis Report

Your Directors present the Statement of Profit and Loss for Financial Year (FY) ended on 31st March 2019 (FY 2018-19) and Balance Sheet as on that date along with Notes, Cash Flow Statement and Auditor''s Report forming part thereof.

Financial Results

Summary of Financial Results on Consolidated and Standalone basis, for FY 2018-19 are as follows :

		(Rs. in Millions)
	Consolidated	Standalone
Revenue from Operations	9,402.62	4,791.27
Other Income	57.87	37.63
Total Revenue	9,460.49	4,828.90
Profit before Depreciation, Interest and Tax (PBDIT)	1,145.16	755.21
Depreciation and Amortisation	460.20	388.70
Finance Cost	44.47	40.98
Profit before Tax	640.49	325.53
Tax Expense	135.89	65.90
Profit for the year after Tax	504.60	259.63
Other Comprehensive Income for the year, Net of Tax	(1.22)	(3.81)
Total Comprehensive Income for the year	503.38	255.82
Proposed Dividend Proposed Dividend @ Rs. 2.50 per Equity Share	—	900.98
Basic and Diluted Earnings per Share	14.00	7.20
Disclosures under Regulation 34(3) read with Clause B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR, 2015)
i) Debtors Turnover Ratio	3.7:1	2.7:1
ii) Inventory Turnover Ratio	3.6:1	3.6:1
iii) Interest Coverage Ratio	15.4:1	8.9:1
iv) Current Ratio	2.6:1	2.1:1
v) Debt Equity Ratio	0.11	0.13
vi) Operating Profit Margin (%)	6.7%	6.9%
vii) Net Profit Margin (%)	5.4%	5.4%
viii) Return on Net Worth (%)	6.3%	5.1%

Aforesaid Financial Results achieved, in the opinion of your Directors, are satisfactory. Although there has been an increased demand in India and abroad, for refractories manufactured by your Company, the margins were under pressure due to selling price and cost of raw materials.

PAT is higher by 7.1% and 15.0% on Consolidated and Standalone basis compared to those of preceding FY 2017-18. Correspondingly EPS on Consolidated and Standalone basis has also been higher.

Dividend

Following your Company''s policy of distributing profits, your Directors have recommended payment of Dividend @ 25% i.e. Rs. 2.50 per Equity Share for FY 2018-19, which is higher by 5% i.e. Rs. 0.50 per Equity Share than that paid for preceding FY 2017-18. If approved at the ensuing Annual General Meeting scheduled to be held on Saturday, 27th July 2019, will be distributed amongst eligible Shareholders on and after Thursday, 1st August 2019. Dividend including Dividend Distribution Tax (DDT) will entail outflow of Rs. 108.62 millions.

Industry Review, Future Outlook and Expansion Plans

During FY 2018-19, your Company having its manufacturing facilities in India and abroad in Peoples Republic of China, UK and USA, continued primarily to be a manufacturer of Specialized Refractories and Operating Systems for the Iron and Steel Industry and the German Subsidiary focused on foundry ceramics. With such a spread of manufacturing facilities, your Company has been catering to customers across the Globe selling in 58 Countries spanning 6 continents.

There has been a turnaround in the Steel sector during FY 2018-19 because of several remedial and proactive measures taken by the Governments in India and abroad. This has resulted in increased production as well as demand for Steel products particularly in Asia

Pacific. In India, Steel sector has also been a major beneficiary of Insolvency and Bankruptcy Code (IBC) which has resulted in release of idle capacities of several debt ridden entities. Improved plant utilisation and increased demand for Steel products also augurs well for your Company.

Uncertainty about BREXIT, ongoing global trade frictions, weakening of demand especially in Europe and China, are some of the concerns for FY 2019-20 and being closely monitored by your Company. However your Directors are of view that the positives outweigh the negatives in as much as Global Refractories market is expected to grow at CAGR of more than 5.2% till 2023. These have led your Directors to increase commitments towards capital expenditure inasmuch as your Company is now in the process of setting up new greenfield manufacturing facility in Visakhapatnam (India) and expanding manufacturing facility at Kandla Special Economic Zone, Gujarat (India) by creating additional capacities.

This optimism is also supported by World Steel Association''s projection that Steel production will increase over next 3 to 5 years. Demand for Steel in India is also projected to grow by 7% or more in near term as the economy is expected to achieve faster growth from second half of FY 2019-20 post General Elections.

Your Company during FY 2018-19 derived 55.7% of Revenue from Operations on Standalone basis from exports. On Consolidated basis, 51.4% only of Revenue from Operations has been from Asia Pacific Region including India.

Subsidiaries

All subsidiaries of your Company performed satisfactorily during FY 2018-19. Total Revenue and PBT on consolidated basis for FY 2018-19 of your Company''s immediate subsidiary, IFGL Worldwide Holdings Limited, Isle of Man are higher by 12.5% and 5.2% respectively than those of immediately preceding FY 2017-18. Further steps are being taken by the Management of your German and one of the US subsidiaries to improve their performance. As a part of ongoing corporate simplification, UK non-operating subsidiary, Hofmann Ceramic Limited was dissolved during FY 2018-19.

Corporate Governance/Vigil Mechanism etc

Report on Corporate Governance (CG Report) and related Report of the Statutory Auditors form part of this Report and are annexed hereto as Annexure ''A''. CG Report is in conformity with provisions of Regulation 34 of the SEBI LODR, 2015, amended to date.

Your Company has adopted and put in place several Policies including on Vigil Mechanism (Whistle Blower), Prevention of Sexual Harassment, Insider Trading, Internal Control, Risks Management and Transfer Pricing etc commensurate to nature and size of business of your Company. These Policies have been hosted on your Company''s website www.ifglref.com and are reviewed and updated from time to time. During FY 2018-19, no complaint and or alert was received either under Vigil Mechanism (Whistle Blower) or for Sexual Harassment. The Internal Complaints Committee in place is following provisions of Sexual Harrassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosures

Extract of Annual Return, being Form MGT 9, form part of this Report as Annexure ''B'' -this has also been hosted on your Company''s website www.ifglref.com. Information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure ''C''. Your Company entered into transactions with related parties in ordinary course of its business and at arms length only. Thus Form AOC-2 has not been annexed with details of these transactions. During FY 2018-19, your Company did not give loans, guarantees or investments under Section 186 of the Companies Act, 2013 (the Act). Evaluation of performance of your Company''s Board of Directors and its Committees and Individual Directors including Independent Directors and Chairman of Board has been carried out. Outcome of such evaluation is that the Board and its Committees continued to function satisfactorily and flow of information thereto has been befitting nature of business and size of your Company. From time to time, Directors received briefings on key matters including regulatory, which furthered their performance.

Following Announcement of Quarterly and Annual Results, your Company made quarterly presentations, conference calls and interactions, resulting in enhanced confidence of Investors in your Company. Investor Relations Advisor, Strategic Growth Advisors Private Limited co-ordinated and/or facilitated these. As on 31st March 2019, 16.21% of your Company''s shares was held by Mutual Funds.

A statement in Form AOC-1 having financial information of Subsidiary Companies form part of this Report as Annexure ''D''. Your Company does not have any Indian Subsidiary. Shareholders of your Company who are desirous of having complete Statement of Accounts and related detailed information of Subsidiary Companies, may send their request therefor to your Company''s Registered Office. They are being kept for inspection at Registered Office of your Company and its Subsidiaries Companies and also available on Company''s website www.ifglref.com.

Information including those to be provided following Section 134(3) of the Act read with relevant provisions of the Companies

(Accounts) Rules, 2014 and Regulation 34 and 53 of SEBI LODR, 2015 have been included in Annexures hereto including Audited Financial Statements and notes forming part thereof and have not been reproduced herein again. During FY 2018-19 your Company neither invited nor accepted Deposits.

Particulars of meetings of the Board of Directors and Committees held during FY 2018-19 and attendance are given in CG Report. Gap between two meetings of your Directors did not exceed one hundred twenty days. Between end of FY 2018-19 and date of this Report, there has been no material changes and commitments, if any, in financial position of your Company. There have also not been Orders, save those mentioned in Audited Statements and Report of the Statutory Auditors, passed by the regulators or courts or tribunals likely to impact going concern status or operations in future of your Company.

Following Regulation 17(8) read with Part B of Schedule II of SEBI LODR, 2015, Certificate on Financial Statements has been received from Director and Chief Executive Officer and Chief Financial Officer of your Company.

Directors Responsibility Statement

Your Directors state that:

a) in preparation of Annual Accounts, applicable Accounting Standards have been followed.

b) Accounting Policies selected and applied are consistent and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the Profit and Loss of your Company for that period.

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of your Company and for preventing and detecting fraud and other irregularities.

d) the Annual Accounts have been prepared on a Going Concern basis.

e) Internal Financial Controls i.e. policies and procedures for ensuring orderly and efficient conduct of business, including adherence to Company''s Policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information, have been laid down and that such controls are adequate and operating effectively.

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

Financial Statements for FY 2018-19 have been audited in accordance with Generally Accepted Accounting Principles as indicated in Report of Statutory Auditors. CSR, Human Resource and Industrial Relations

CG Report include details of your Company''s CSR Committee and Annual Report in compliance of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is forming part as Annexure ''E''.

Particulars of Nomination and Remuneration Committee have also been included in CG Report. Nomination and Remuneration Policy adopted by your Directors based on recommendation of the Committee is hosted on your Company''s website www.ifglref.com. Said Policy inter-alia provide for matters concerning Directors appointment and remuneration including criteria for determining qualifications, positive attributes, Independence of Directors and those provided in Section 178(3) of the Act. For the sake of brevity said Policy has not been reproduced here.

An Annexure having information following provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report as Annexure ''F''. Said Annexure as per provisions of Section 136 of the Act is not being circulated amongst Shareholders. However, Shareholders desirous of having said Annexure may write to the Company Secretary at the Registered Office of your Company and obtain copies thereof.

During FY 2018-19, 4(Four) persons (including Executive Directors) employed with your Company received remuneration of Rs. 102 lacs per annum or more or Rs. 8.50 lacs per month or more. As on 31st March 2019, your Company have had 627 regular employees in India and 921 worldwide.

During FY 2018-19 also, Industrial Relations in your Company remained cordial. Working environment provided to employees was conducive. Trainings were imparted, whereby employees achieved skills befitting their roles and responsibilities ultimately resulting in increased productivity. Compensation packages and benefits provided have been comparable with those of the peers and continued to motivate employees at large.

Consolidated Financial Statements

In accordance with IND AS 110 and other relevant provisions particularly Section 129(3) of the Act, Consolidated Financial Statements duly audited by Statutory Auditors, M/s Deloitte Haskins & Sells form part of this Annual Report. Consolidated Financial Statements have been prepared considering Financial Statements of Subsidiary Companies and Reports of Auditors relating thereto.

Directors and Key Managerial Personnel (KMP''s)

Following provisions of Section 203 of the Act, your Company have Key Managerial Personnel, particulars whereof are appearing at Note 35 of Audited Statement of Accounts. During FY 2018-19 your approval was obtained through postal ballot for uninterrupted holding of office of Independent Director by Mr D G Rajan (DIN : 00303060), Mr K S B Sanyal (DIN : 00009497), Prof B Ray (DIN : 06965340) and Prof S Munshi (DIN : 03558948) till completion of their term i.e. upto conclusion of 15th Annual General Meeting of your Company, following provisions of Regulation 17 of SEBI LODR, 2015. All of the Independent Directors have given their statement of declaration under Section 149(7) of the Act. The Board is also of the opinion that Independent Directors continue to fulfil independence criteria and all conditions specified in the Act and SEBI LODR, 2015.

At the ensuing Annual General Meeting of your Company, Managing Director, Mr P Bajoria (DIN : 00084031) and Director and Chief Executive Officer, Mr K Sarda (DIN : 03151258) will retire by rotation and being eligible, have offered themselves for re-appointment for further period also liable to retire by rotation. Your Board and Nomination and Remuneration Committee have recommended said re-appointments and commended passing of resolutions proposed for the said purpose and more fully included in Notice of forthcoming Annual General Meeting.

All of your Directors and Senior Management Personnel as on 31st March 2019 have confirmed having complied with Code of Conduct for Board of Directors including Independent Directors and Senior Management Personnel of your Company. This code has continued to help your Company maintain standard of ethics and ensure compliance of legal requirements applicable.

Cost Auditor

For FY 2018-19, your Company has maintained accounts and records to the extent provisions of Section 148 of the Act were applicable. Your Directors have re-appointed M/s Mani & Co., as Cost Auditors of your Company for FY 2019-20 too and are seeking your approval for payment of remuneration not exceeding Rs. 3 lacs to them for that FY. In this regard your Directors commend passing of Ordinary Resolution proposed and included in Notice of forthcoming Annual General Meeting.

Secretarial Auditor

Secretarial Audit Report in Form MR-3 following provisions of Section 204 of the Act of M/s S M Gupta & Co., Practicing Company Secretaries forming part hereof as Annexure ''G''. Following Regulation 24A of SEBI LODR, 2015 they have also carried out Secretarial Compliance Audit for FY 2018-19. Both of said Report and Certificate are free of qualifications, reservations or adverse remarks.

Auditors'' Report and Auditors

Report of the Statutory Auditors, M/s Deloitte Haskins & Sells (Regn No. 302009E), Chartered Accountant on Statement of Accounts for FY 2018-19 is self-explanatory. They have made no qualification, reservation or adverse remark or disclaimer in their Report. They have not reported any frauds under Section 143(12) of the Act. They will retire at conclusion of forthcoming Annual General Meeting and have not communicated their willingness to be re-appointed for further period, possibly because of provisions relating to rotation of Statutory Auditors in the Act and Rules framed thereunder. They, prior to being appointed as Statutory Auditors of your Company, were also Statutory Auditors of erstwhile IFGL Refractories Limited.

Your Board based on recommendation of Audit Committee, commend that in the vacancy caused following retirement of M/s Deloitte Haskins & Sells as Statutory Auditors of your Company, M/s S R Batliboi & Co. LLP (Regd No. 301003E/E300005) are appointed as Statutory Auditors of your Company for a period of five years i.e. from immediately after conclusion of ensuing 12th Annual General Meeting to conclusion of 17th Annual General Meeting. M/s S R Batliboi & Co. LLP have confirmed in writing their willingness to be so appointed and that they comply with all requirements and criteria specified and qualified to act as Auditors of your Company. Your Directors place on record their appreciation for services and professional advise received from M/s Deloitte Haskins & Sells over the years.

Acknowledgement

Your Directors thank all concerned particularly you the Shareholders for your continued support.

	On behalf of the Board of Directors
	S K Bajoria	P Bajoria
Kolkata	(DIN : 00084004)	(DIN : 00084031)
11th May 2019	Chairman	Managing Director

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Mar 31, 2018

Dear Shareholders

The Directors have pleasure in presenting 11th Annual Report together with Statement of Profit and Loss for Financial Year (FY) ended on 31st March 2018 (FY 2017-2018) and Balance Sheet as on that date along with Notes, Cash Flow Statement and Auditors’ Report forming part thereof.

Financial Statements for FY 2017-2018 have been audited by Statutory Auditors, M/s Deloitie Haskins & Sells and highlights thereof are the following :

(Rs. in Millions)

	Consolidated	Standalone
Total Revenue	8,436.88	4,492.05
Total Expenses	7,333.78	3,737.27
EBIDTA	1,103.10	754.78
Finance Costs	39.68	35.73
Depreciation and Amortisation Expense	437.96	379.72
Profit before Tax	625.46	339.33
Provision for Current Tax/Deferred Tax	154.25	113.53
Profit a”er Tax	471.21	225.80
Earning per Share (Rs.)	13.08	6.27
Cash EPS per Share (Rs.)	25.23	16.80

Financial Results include results of operation of erstwhile IFGL Refractories Limited (IFGL), amalgamated with your Company following passing of an Order by the Hon’ble National Company Law Tribunal, Kolkata Bench on 3rd August 2017, after write off of Rs. 266.99 million towards amortisation of goodwill useful life of which has been estimated to be ten years. These Financial Results are best ever achieved by your Company. Several factors have contributed in achieving these results. All round improvement in the performance in the Indian factories and also in the overseas Subsidiaries. This was further helped by the overall performance of the Steel Industry resulting in increased refractory off take.

Dividend

Your Directors following the Company’s policy of distributing profits, recommended payment of Dividend at the rate of 20% i.e. Rs. 2/- per Equity Share for FY 2017-2018. If approved at ensuing Annual General Meeting scheduled to be held on Saturday, 25th August 2018, Dividend including Dividend Distribution Tax will result in outflow of Rs. 86.89 million.

Amalgamation

During FY 2017-2018, your Company completed all formalities relating to amalgamation of IFGL referred above. Equity Shares of your Company were listed both on BSE Limited and National Stock Exchange of India Limited and trading thereof commenced on and from 14th November 2017. Name of your Company was changed to IFGL Refractories Limited w.e.f 25th October 2017 and Registrar of Companies, West Bengal issued a Fresh Certificate of Incorporation. Consequent to change of name, the Registered Office of your Company was shifted from the State of West Bengal to State of Odisha on and from 24th November 2017.

Industry Review, Future Outlook and Expansion Plans

Your Company and its Subsidiaries are engaged in manufacture of products primarily for Iron and Steel producers and foundries. Anything concerning Iron and Steel Industry have a bearing on the performance of your Company.

In the year 2017-2018, the steel production recorded a positive growth in all regions of the world. This happened after a gap of many years. In the recent years the growth was mainly in China and India, with other regions negative. The World Steel Association has forecasted the steel demand to grow by 1.8% in 2018 and once again in all the regions.

On the Indian front the economy has been growing at a steady rate and after marginally loosing the ‘fastest growing big economy’ tag for a short while it is well poised to regain the same at 7.7%. The forecast is to achieve a growth rate of 8% during the year 2018-2019. This rate of growth is likely to generate an additional demand of approximately 15 million tonnes per annum.

The World Bank forecasts is the World Domestic Product would grow at 3.1% in 2018, thereby maintaining the 2017 growth. All this augurs well for the refractory industry.

The only dampener is the rise in oil prices. While on one hand demand for energy went up with the all round growth, but other political factors also caused a reduction in crude output resulting in a spurt in price. While increase in energy cost is a dampener but this has also resulted in a collateral advantage for the Steel Industry in the USA due to increase in shale oil & gas out resulting in additional demand for steel.

Subsidiaries

Your Company has operational subsidiaries in Peoples Republic of China, Germany, UK and USA. As a part of corporate restructuring and simplification, the non operating subsidiaries in USA and Germany have been amalgamated with their respective operating Companies. Performance of your Company’s immediate overseas subsidiary, IFGL Worldwide Holdings Limited, Isle of Man has been satisfactory inasmuch as Total Revenue, PBT and PAT on consolidated basis for FY 2017-2018 have been GBP 47.40 million, GBP 3.27 million and GBP 2.81 million respectively.

Corporate Governance/Vigil Mechanism etc

As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR, 2015), a Report on Corporate Governance along with a Certificate of Compliance from the Statutory Auditors form part of this Report as Annexure ‘A’.

Your Company has adopted and put in place policies and procedures including Vigil Mechanism (Whistle Blower) Policy, Policy for Prevention of Sexual Harassment etc. Your Directors are pleased to report that no complaint was received during FY 2017-2018. Your Company follows philosophy for effective management and discharge of social responsibility for sustainable development especially of the areas where it undertake manufacturing. Policies and Systems for Internal Control including Financial, Risk Management and Transfer Pricing commensurate to nature of business and size of your Company are also in place and are reviewed and updated as and when necessary.

Disclosures

Form MGT 9, being extract of Annual Return, form part of this Report as Annexure ‘B’. Several matters including those provided at Section 134(3) of the Companies Act, 2013 read with relevant provisions of the Companies (Accounts) Rules, 2014 and Regulation 34 and 53 of the SEBI LODR, 2015 required to be included herein, have been dealt in Annexures hereto including Audited Financial Statements and Notes forming part thereof and have not been included herein again for brevity. Information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure ‘C’. Transactions with related parties have been in ordinary course of business of your Company and at arms length and hence details thereof have not been given in Form AOC-2. Formal Annual Evaluation of your Company’s Board of Directors and its Committees and Individual Directors (including Independent Directors) was carried out at Board Meeting held on Saturday, 19th May 2018. Further details are appearing in Report on Corporate Governance, being Annexure ‘A’ hereto.

Your Company made Quarterly Presentations, Conference Calls and Interactions, following Announcement of Quarterly and Annual Results and these enhanced confidence of Investors therein.

Your Company does not have any Indian Subsidiary. A statement in Form AOC-1 having financial information of Subsidiary Companies form part of this Report as Annexure ‘D’. Shareholders of your Company who are desirous of having complete Statement of Accounts and related detailed information of Subsidiary Companies, may send their request therefor to your Company’s Registered Office. The same are being kept for inspection at Registered Office of your Company and its Subsidiaries Companies and also available on Company’s website i.e. www.ifglref.com.

Directors Responsibility Statement

Your Directors state that :

a) in preparation of Annual Accounts, applicable Accounting Standards have been followed.

b) Accounting Policies selected and applied are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the Profit and Loss of your Company for that period.

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of your Company and for preventing and detecting fraud and other irregularities.

d) the Annual Accounts have been prepared on a Going Concern basis.

e) Internal Financial Controls i.e. policies and procedures for ensuring orderly and efficient conduct of business, including adherence to Company’s Policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information, have been laid down and that such controls are adequate and operating effectively.

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

Audit of the Statement of Accounts is in accordance with Generally Accepted Accounting Principles as indicated in Report of Statutory Auditors.

CSR, Human Resource and Industrial Relations

Your Company has a CSR Committee and details have been mentioned in Corporate Governance Report i.e. in Annexure ‘A’. Annual Report in compliance of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is forming part as Annexure ‘E’.

Your Company also has a Nomination and Remuneration Committee of the Directors details are contained in Corporate Governance Report i.e. in Annexure ‘A’ hereto. Based on recommendation of the Committee, your Board has adopted a Nomination and Remuneration Policy, which is hosted on your Company’s website www.ifglref.com. For the sake of brevity said Policy has not been reproduced here.

During FY 2017-2018, 3 (three) persons employed (including one employee for part of the year) with your Company received remuneration of Rs. 102 lacs per annum or more or Rs. 8.50 lacs per month or more. Your Company have had 605 permanent employees in India as on 31st March 2018.

An Annexure having information following provisions of Section 134(3)(q) and 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report. Remuneration paid has been as per Nomination and Remuneration Policy of your Company. As per provisions of Section 136 of the Act, this Annexure is not being sent to Members.However, Members desirous of having the Annexure may write to Company Secretary at the Registered Office. The Annexure will also be available for inspection by the Members at Company’s Registered Office upto conclusion of forthcoming Annual General Meeting. None of the person mentioned in said annexure is relative of any Director of the Company. None of the Employees either directly or indirectly held/hold more than two percent of Total Equity Share Capital of your Company other than your Chairman, Mr S K Bajoria.

Industrial Relations in your Company remained cordial during FY 2017-2018. Conducive working environment was continued to be provided and employees were empowered by training. Compensation packages and benefits provided were more or less favourable than those of the peers.

Consolidated Financial Statements

In accordance with IND AS 110 and other relevant provisions particularly Section 129(3) of the Act, Consolidated Financial Statements duly audited by Statutory Auditors, M/s Deloitte Haskins & Sells form part of this Annual Report. Consolidated Financial Statements have been prepared based on Financial Statements (including Consolidated) of immediate Subsidiary Company i.e. IFGL Worldwide Holdings Limited, Isle of Man.

Directors and Key Managerial Personnel (KMP’s)

During FY 2017-2018, Mr Hisatake Okumura ceased to be a Director of your Company on and from 6th May 2017. In the vacancy arising, Mr Yuzo Kawatsu, a Senior Executive of Krosaki Harima Corporation, Japan (KHC) was appointed as an Additional Director of your Company on and from 11th May 2017. He was appointed as a Director liable to retire by rotation at your last general meeting held on Saturday, 23rd December 2017. Mr Kiyotaka Oshikawa, another Senior Executive of KHC was appointed as an Additional Director on 9th December 2017 and thereafter on 23rd December 2017. He will cease to hold office of Director at ensuing Annual General Meeting and being eligible, has offered himself for re-appointment for further period liable to retire by rotation. Your Board and Nomination and Remuneration Committee have recommended re-appointment of Mr Oshikawa.

Following the Amalgamation becoming effective from 5th August 2017, your Board of Directors was re-constituted effective that date and requisite resolutions in connection therewith were passed at the last Annual General Meeting. Chairman, Mr S K Bajoria is retiring by rotation at ensuing Annual General Meeting and being eligible, has offered himself for re-appointment for further period liable to retire by rotation. Your Nomination and Remuneration Committee and also the Board have recommended re-appointment of Mr Bajoria.

Details of meetings of the Board of Directors held during FY 2017-2018 and the attendance details are given in Corporate Governance Report - Annexure ‘A’. Following provisions of Section 173(1) of the Act, gap between two Board Meetings did not exceed one hundred twenty days.

Independent Directors, Mr KSB Sanyal, Mr D G Rajan, Mr Debal Kumar Banerji, Prof Bharati Ray, Prof Surendra Munshi and Mr Sudhamoy Khasnobis of your Company have given their statement of declaration under Section 149(7) of the Act that they continue to meet the criteria of Independence as provided in Section 149(6) of the Act and their declarations have been taken on record.

Following provisions of Section 203 of the Act, your Company have appointed Key Managerial Personnel, details whereof are appearing at Note 35 of Audited Statement of Accounts. During FY 2017-2018, Mr Sikander Yadav, FCA, was appointed as Chief Financial Officer on and from 10th February 2018.

The Board of Directors have adopted a Code of Conduct for the Board Members (including Independent Directors) and Senior Management Employees of your Company. This Code helps your Company to maintain standard of Business Ethics and ensure compliance with legal requirements applicable to your Company. All Board Members and Senior Management Personnel as on 31st March 2018 have confirmed compliance with this Code.

Cost Auditor

Cost Auditor, M/s Mani & Co., have been appointed as Cost Auditor of your Company for FY 2018-2019 too. Your Directors are seeking your approval for payment of remuneration not exceeding Rs. 3 lacs per annum for FY 2018-2019 at ensuing Annual General Meeting.

Secretarial Auditor

M/s S M Gupta & Co., Practicing Company Secretaries have carried out Secretarial Audit following provisions of Section 204 of the Act for FY 2017-2018. Their Report in Form MR-3, free of qualifications, form part hereof as Annexure ‘F’.

Auditors’ Report and Auditors

Report of the Auditors, including references made to the Notes forming part of the Statement of Accounts, are self explanatory. Auditors, M/s Deloitte Haskins & Sells (Regn No. 302009E), Chartered Accountant will retire at conclusion of 12th Annual General Meeting of your Company.

Acknowledgement

Your Directors place on record their sincere appreciation for continued support received from all stakeholders particularly you the Shareholders.

On behalf of the Board of Directors

S K Bajoria P Bajoria

Kolkata (DIN : 00084004) (DIN : 00084031)

19th May 2018 Chairman Managing Director

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Mar 31, 2017

Dear Shareholders

The Directors present the 10th Annual Report together with Statement of Profit & Loss for Financial Year (FY) ended on 31st March 2017 (FY 2016-2017) and Balance Sheet as on that date along with Notes, Cash Flow Statement and Auditors’ Report forming part thereof.

Financial Results and Merger of IFGL Refractories Limited (IFGL)

Hon’ble National Company Law Tribunal, Kolkata Bench (Hon’ble Tribunal) by passing an Order on 3rd August 2017 sanctioned a Scheme for Amalgamation of IFGL with your Company on and from 1st April 2016. Accordingly, aforesaid Statements, highlights of the Financial Results given below, audited by Statutory Auditors, M/s Deloitte Haskins & Sells include results of operation of IFGL for FY 2016-2017 and thus not comparable with Audited Statements relating to preceding FY 2015-2016.

(Rs. in Millions)

	Consolidated	Standalone
Total Revenue	7,682.66	3,756.58
Total Expenses	6,707.56	3,232.37
EBIDTA	975.10	524.21
Finance Costs	45.27	39.35
Depreciation and Amortisation Expense	441.50	371.09
Profit before Tax	488.33	113.77
Provision for Current Tax/Deferred Tax	46.49	(60.10)
Profit after Tax	*441.84	173.87
Earning Per Share (Rs.)	12.26	4.82

* including Minority Interest of Rs.0.08

Pursuant to the Scheme sanctioned by Hon’ble Tribunal, your Company has inter-alia :

a) Accounted for amalgamation under the ‘Purchase Method’ as per Accounting Standard 14 - Accounting for Amalgamation and Rs.26,699 lacs, being the excess of the value of Equity Shares issued by your Company over fair value of assets and liabilities of IFGL transferred and or vested in your Company and cancellation of Equity Shares of your Company held by IFGL has been recognised as Goodwill.

b) Useful life of said Goodwill has been estimated to be 10 years and is being accordingly amortised.

c) Your Company has on 18th September 2017 issued and allotted 34,610,472 Equity Shares of Rs.10/- each fully paid up to the Shareholders of IFGL on the record date, 15th September 2017.

d) Equity Shares of your Company will be listed both on BSE Limited and National Stock Exchange of India Limited.

Profit before Tax mentioned hereinabove is after providing for Rs.266.99 millions towards amortisation of said Goodwill.

Industry Review, Future Outlook and Expansion Plans

Market for refractories have a very strong link with the demand for Steel in as much as Iron and Steel Industry contribute more than 60% of demand for refractories in volume terms. Global Market for refractories said to be around USD 45 billions in 2016 is slated to grow at a CAGR of 3.23% to USD 53 billions by 2021, as Global Steel Production has also been increasing. In India new policy on steel has been announced, which has set a target capacity of 300 million tonnes of steel by 2030. This new policy envisages increased per capita steel consumption of 160 kgs by 2030 from present level of 60 kgs and increased demand for high automotive steel, electrical steel and special steels, improvement of productivity in MSME steel sector by adoption of newer technologies. Demand for domestically manufactured steel is also likely to increase because of several policy initiatives announced by the Indian Government, some of those being preference to locally produced steel in projects, imposition of CVD for five years on import of certain stainless steel products. The global steel production is also on a positive trajectory, with the USA, most European countries and Japanese economies performing well. All these factors coupled with increased consumption of steel for infrastructure building are likely to have positive impact on your Company.

Following the merger, your Company has emerged and got transformed to an entity with greater financial and economic strengths and better financial and operational business prospects with simplified corporate structure, increased costs competitiveness, improved administrative controls, pooling of cash for deployment both for organic and inorganic growth opportunities etc. All these added factors will go on to maximize Shareholders value.

Your Company continues to be primarily manufacturer of specialized Refractories for use by producers of Iron and Steel with strategically located manufacturing facilities in India and Overseas. The Company is well known amongst Iron and Steel Industry globally and is supported by established brands and well trained marketing, selling and after sales team with an extensive network of facilitators, dealers and distributors.

Your Company has taken several measures for expanding its operations including capital expenditure to boost performance. About Rs.100 million will be spent at Company’s Kalunga (Odisha) manufacturing facilities to augment manufacturing of Slide Gate Refractories and Zirconia Nozzles. About Rs.100 millions is also going to be spent to enhance manufacturing capacity of ISO products by 50% at it’s Kandla (Gujarat) facility. The German Subsidiary, Hofmann Ceramic GmbH is also doing capital expenditure to expand capacity and increase efficiency by automation. Your Company continues with initiatives for cost reduction and synergisation of resources available within the Group for optimization of revenues and margin expansion.

Subsidiaries

Following merger of IFGL, your Company has now operational subsidiaries in Peoples Republic of China, Germany, UK and USA. Immediate Subsidiary of your Company is IFGL Worldwide Holdings Limited (IWHL), Isle of Man. Total Revenue, PBT and PAT on consolidated basis for FY 2016-2017 of IWHL, which holds all the overseas subsidiaries, have been GBP 46.27 millions, GBP 4.23 millions and GBP 3.02 millions respectively.

Dividend

Following your Company’s policy of distributing profits amongst the Shareholders, your Directors have recommended payment of Dividend @ 20% i.e. Rs.2/- per Equity Shares for FY 2016-2017. Dividend will be paid on expanded 36,039,312 Equity Shares of Rs.10/each of your Company i.e. including 34,610,472 Equity Shares of Rs.10/- each of your Company issued and allotted to holders of Equity Shares of IFGL. Total amount involved together with Dividend Distribution Tax is Rs.86.75 millions.

Corporate Governance/Vigil Mechanism etc

During FY 2016-2017, provisions of Corporate Governance applied to your Company inasmuch as IFGL was listed on BSE and NSE. A Report on Corporate Governance compliances by IFGL duly certified by your Company’s Statutory Auditors form part of this Report as Annexure ‘A’.

Following scheme of Amalgamation sanctioned by the Hon’ble Tribunal, your Company has taken steps to list its Equity Shares both on BSE and NSE. ISIN allotted by Depositories, NSDL and CDSL to your Company’s Equity Shares is INE133Y01011. Your Company has also adopted Corporate Governance Policies and Procedures practiced by IFGL and will continue to follow the philosophy for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders.

Effective 5th August 2017, your Company has also adopted and put in place Vigil Mechanism/Whistle Blower Policy, Policy for Prevention of Sexual Harassment of Women at work place etc followed by IFGL. During FY 2016-2017, no complaint was received under these Policies by IFGL. Policies and Systems for Internal Control including Financial, Risk Management and Transfer Pricing in place were/are commensurate to nature of business and size of your Company and are reviewed and updated from time to time as and when necessary.

Disclosures

Form MGT 9, being extract of Annual Return, form part of this Report as Annexure ‘B’. Said Form also provide information of IFGL wherever relevant and necessary. Several matters including those provided at Section 134(3) of the Companies Act, 2013 read with relevant provisions of the Companies (Accounts) Rules 2014 and Regulation 34 and 53 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR, 2015) required to be included herein, have been dealt in Annexures hereto including Audited Financial Statements and Notes forming part thereof to the extent are related with IFGL. Those matters have not been included herein again for brevity. Information Regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure ‘C’ which also include those of IFGL. Transactions with related parties have been in ordinary course of business of your Company as well as IFGL and at arms length. Hence details thereof have not been given in Form AOC-2. Formal Annual Evaluation of the Board of IFGL and its Committees and Individual Directors (including Independent Directors) was carried out at IFGL’s Board Meeting held on 6th May 2017. Further details are appearing in Report on Corporate Governance, being Annexure ‘A’ hereto.

IFGL regularly made Quarterly Presentations, Conference Calls and Interaction, following Announcement of Quarterly and Annual Results and these enhanced confidence of Investors therein. All said practices have also been adopted by your Company and will be pursued.

Following aforesaid merger, your Company has ceased to be the Subsidiary of IFGL and all Subsidiaries of IFGL have become Subsidiaries of your Company. Accordingly your Company does not have any Indian Subsidiary. A statement in Form AOC-1 having financial information of Subsidiary Companies form part of this Report as Annexure ‘D’. Shareholders of your Company who are desirous of having complete Statement of Accounts and related detailed information of Subsidiary Companies, may send their request therefor to your Company’s Registered Office. The same are being kept for inspection at Registered Office of your Company and its Subsidiaries Companies and also available on Company’s website i.e. www.ifglref.com.

Directors Responsibility Statement

Your Directors state that :

a) In preparation of Annual Accounts, the Applicable Accounting Standards have been followed.

b) Accounting Policies selected and applied are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the Profit and Loss of your Company for that period.

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of your Company and for preventing and detecting fraud and other irregularities.

d) the Annual Accounts have been prepared on a Going Concern basis.

e) Internal Financial Controls i.e. Policies and Procedures for ensuring orderly and efficient conduct of business, including adherence to Company’s Policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information, have been laid down and that such controls are adequate and operating effectively.

f) proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively

Your Company’s Statutory Auditors, M/s Deloitte Haskins & Sells, Chartered Accountants have Audited the Statement of Accounts in accordance with Generally Accepted Accounting Standards and Practices as indicated in their Report.

CSR, Human Resource and Industrial Relations

Your Company as well as IFGL constituted Committee of the Directors on Corporate Social Responsibility. Following merger of IFGL with your Company, CSR Committee of your Company has been reconstituted and details relating thereto have been mentioned in Corporate Governance Report i.e. in Annexure ‘A’ hereto. Annual Report in compliance of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is forming part hereof as Annexure ‘E’.

Your Company as well as IFGL also have had Nomination and Remuneration Committee of the Directors (effective 5th August 2017, Remuneration Committee of your Company renamed as Nomination and Remuneration Committee) following provisions of Section 178(1) of the Act. Subsequent to merger, said Committee has also been re-constituted and details thereof are also contained in Corporate Governance Report i.e. in Annexure ‘A’ hereto. Based on recommendation of said Committee, your Board has adopted a Nomination and Remuneration Policy, which is hosted on your Company’s website www.ifglref.com. For the sake of brevity said Policy has not been reproduced here.

During FY 2016-2017, 3 persons employed with your Company (including IFGL) received Remuneration of Rs.102 lacs per annum or more or Rs.8.50 lacs per month or more. Mr S K Bajoria and Mr P Bajoria who have been Whole-time Directors of IFGL have been paid “minimum remuneration” for FY 2016-2017 with the approval of the Central Government as per provisions of Section 197(3) and other relevant applicable Sections of the Act. Your Company (including IFGL) have had 645 permanent employees in India. An Annexure having information following provisions of Section 134(3)(q) and 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report. This Annexure is however not being sent to Members as per provisions of Section 136 of the Act. Members desirous of having the Annexure may write to Company Secretary at the Registered Office. However the Annexure will also be available for inspection by the Members at Company’s Registered Office upto conclusion of forthcoming Annual General Meeting. None of the Employee listed in said annexure is relative of any Director of the Company. None of the Employees either directly or indirectly held/hold more than two percent of Total Equity Share Capital of your Company (including IFGL) other than your Executive Chairman, Mr S K Bajoria.

Industrial Relations in your Company as well as IFGL remained cordial during FY 2016-2017. Conducive working environment was continued to be provided and employees were empowered by training. Compensation packages and benefits provided were also no less favourable than those of the peers.

Consolidated Financial Statements

In accordance with Accounting Standard 21 and other relevant provisions particularly Section 129(3) of the Act, Consolidated Financial Statements duly audited by Statutory Auditors, M/s Deloitte Haskins & Sells form part of this Annual Report. Consolidated Financial statements have been prepared based on Financial Statements (including Consolidated) of immediate Subsidiary Company i.e. IFGL Worldwide Holdings Limited, Isle of Man as approved by their Board.

Directors and Key Managerial Personnel (KMP’s)

During FY 2016-2017, there have not been any change in Directors of your Company. Mr Hisatake Okumura ceased to be a Director of your Company on and from 6th May 2017. In vacancy arising, Mr Yuzo Kawatsu, a Senior Executive of Krosaki Harima Corporation, Japan, was appointed as an Additional Director of your Company on and from 11th May 2017. Following merger of IFGL, which became effective on and from 5th August 2017, the Board of Directors of your Company has been re-constituted and following is the composition thereof effective that date. Your Directors record their appreciation for the contribution made by Mr Okumara in his capacity as a Member of the Board.

Sl. No.	Director’s Name	Designation	Appointment Date
1.	Mr Shishir Kumar Bajoria DIN : 00084004	Chairman and Whole-time Director - Promoter	07.09.2007
2.	Mr Pradeep Bajoria DIN : 00084031	Managing Director	07.09.2007
3.	Mr Kamal Sarda DIN : 03151258	Whole-time Director (Designated as Director & Chief Executive Officer and Chief Financial Officer)*	01.04.2012
4.	Mr Kanwar Satyabrata Sanyal DIN : 00009497	Non-Executive Independent Director	30.03.2012
5.	Mr Yuzo Kawatsu DIN : 07818936	Non-Executive Non Independent Director (Additional Director)	11.05.2017
6.	Mr Duraiswamy Gunaseela Rajan DIN : 00303060	Non-Executive Independent Director (Additional Director)	05.08.2017
7.	Mr Debal Kumar Banerji DIN : 03529129	Non-Executive Independent Director (Additional Director)	05.08.2017
8.	Prof Bharati Ray DIN : 06965340	Non-Executive Independent Director - Woman Director (Additional Director)	05.08.2017
9.	Prof Surendra Munshi DIN : 03558948	Non-Executive Independent Director (Additional Director)	05.08.2017
10.	Mr Sudhamoy Khasnobis DIN : 00025497	Non-Executive Independent Director (Additional Director)	05.08.2017

*Designated as Chief Financial Officer on and from 5th August 2017.

Provisions of Section 203 of the Act dealing with appointment of Key Managerial Personnel, became applicable to your Company effective 5th August 2017 and following are the Key Managerial Personnel of your Company.

Sl. No.	Director’s Name	Designation	Appointment Date
1.	Mr Shishir Kumar Bajoria	Chairman	05.08.2017
2.	Mr Pradeep Bajoria	Managing Director	05.08.2017
3.	Mr Kamal Sarda	Director & Chief Executive Officer and Chief Financial Officer*	01.04.2012
4.	Mr Rajesh Agarwal	Company Secretary	05.08.2017

*Designated as Chief Financial Officer on and from 5th August 2017.

Details of meetings of the Board of Directors held during FY 2016-2017 and attendance thereat both of your Company and IFGL is given in Corporate Governance Report - Annexure ‘A’. Following provisions of Section 173(1) of the Act, gap between two Board Meetings did not exceed one hundred twenty days.

All the Additional Directors will cease to hold their office at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment for further period. Independent Directors, Mr K S B Sanyal, Mr D G Rajan, Mr Debal Kumar Banerji, Prof Bharati Ray, Prof Surendra Munshi and Mr Sudhamoy Khasnobis of your Company have given their statement of declaration under Section 149(7) of the Act that they meet the criteria of Independence as provided in Section 149(6) of the Act and their declarations have been taken on record.

Effective 5th August 2017, the Board of Directors have adopted a Code of Conduct for the Board Members and Senior Management Employees of your Company. This Code similar to that adopted by IFGL helps your Company to maintain standard of Business Ethics and ensure compliance with legal requirements applicable to your Company. All Board Members and Senior Managerial Key Personnel of IFGL as on 31st March 2017 have confirmed compliance with this Code.

Cost Auditor

Following merger, Cost Auditor, M/s Mani & Co., were appointed as Cost Auditor of your Company for FY 2016-2017 and FY 2017-2018. Your Directors seek your approval for payment of remuneration not exceeding Rs.3 lacs per annum for FY 2017-2018 at ensuing Annual General Meeting.

Secretarial Auditor

M/s S M Gupta & Co., Practicing Company Secretaries have carried out Secretarial Audit following provisions of Section 204 of the Act for FY 2016-2017. Their Report in Form MR 3, free of qualifications, form part hereof as Annexure ‘F’.

Auditors’ Report and Auditors

Report of the Auditors, including references made therein to the Notes forming part of the Statement of Accounts, are self explanatory.

Auditors, M/s Deloitte Haskins & Sells (Regn No. 302009E), Chartered Accountant will retire at conclusion of 12th Annual General Meeting of your Company. Following provisions of Section 139 of the Act, their appointment as Auditors of your Company is required to be ratified at ensuing Annual General Meeting.

Acknowledgement

Your Directors place on record their sincere appreciation for continued support received from all stakeholders particularly you the Shareholders.

On behalf of the Board of Directors

S K Bajoria P Bajoria

Kolkata (DIN : 00084004) (DIN : 00084031)

9th October 2017 Chairman Managing Director