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You can view full text of the latest Director's Report for the company.

BSE: 505726ISIN: INE559A01017INDUSTRY: Domestic Appliances

BSE   ` 1444.30   Open: 1392.55   Today's Range 1379.35
1467.00
+76.25 (+ 5.28 %) Prev Close: 1368.05 52 Week Range 890.00
2024.90
Year End :2026-03 

Your Directors have pleasure in presenting before you the Fiftieth Annual Report of the Company together with the Audited Financial
Statements of the Company for the year ended 31st March, 2026.

FINANCIAL RESULTS

The performance during the period ended 31st March, 2026 has been as under:

' in Crores

Particulars

Standalone

Consolidated

2025-26

2024-25

2025-26

2024-25

Total revenue

5,475.91

4,977.19

5,652.59

5,126.89

Profit before depreciation/amortisation, finance costs and tax

334.07

324.61

351.23

337.58

Less: Finance costs

- Finance cost on borrowings

3.16

5.38

3.25

5.39

- Other finance cost

18.08

18.53

18.08

18.58

Less: Depreciation and amortization

119.26

129.44

122.09

131.87

Profit /(Loss) before tax prior to share of income and loss of an associate

193.57

171.26

207.81

181.74

Exceptional Items

(13.96)

-

(13.96)

-

Share of Loss of an associate

-

-

(1.40)

(18.29)

Profit /(Loss) before tax

179.61

171.26

192.45

163.45

Less Current tax

46.17

49.82

48.79

51.89

Less Current tax relating to earlier period

0.19

(1.83)

0.19

(1.83)

Less Deferred tax (net)

(0.09)

(5.52)

(0.09)

(5.52)

Profit/(loss) after tax

133.34

128.79

143.56

118.91

Other comprehensive income/(loss)

Items that will not be classified to profit or loss-

Re measurements of defined benefit plan

2.37

4.00

2.37

4.00

Share of OCI in Associates and Joint Venture

-

-

0.22

(0.05)

Income tax relating to items that will not be reclassified to profit or loss

(0.59)

(1.00)

(0.59)

(1.00)

Items that will be reclassified to profit or loss-

Exchange differences in translating the financial statements of foreign operations

-

-

7.31

2.52

Total other comprehensive income/(loss)

1.78

3.00

9.31

5.47

Total comprehensive income for the year

135.12

131.79

152.87

124.38

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

OPERATIONS - Standalone

Your company completed the Financial Year with a moderate
increase of 10.02% on revenue terms, and earned PBT of ' 179.61 cr.
after adjustment of exceptional item of ' 13.96 cr. on account of
increase in gratuity liability as one time expense arising due to
introduction of Labour codes w.e.f. 21st November, 2025. The
net revenue from operations grew by 10.13% to ' 5,443.25 cr. The
profit before depreciation, finance cost and tax as compared to
last year increased by 2.91% to ' 334.07 cr.

OPERATIONS- Consolidated

Net Revenue from operations on consolidated basis increased
by 10.36% to ' 5,619.48 cr. Profit before depreciation, finance cost

and tax on consolidated basis as compared to last year increased
by 4.04% to ' 351.23 cr.

DIVIDEND

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

TRANSFER TO RESERVE

The company does not propose to transfer any amount to Reserve.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015, ("LODR Regulations") the Management Discussion and
Analysis Report is enclosed as a part of this report.

CHANGE IN THE NATURE OF BUSINESS OF THE
COMPANY

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

CORPORATE GOVERNANCE AND SHAREHOLDERS
INFORMATION

Your Company has taken adequate steps to adhere to all the
stipulations laid down in 'LODR Regulations'. A report on
Corporate Governance is included as a part of this Annual
Report. Certificate from the Secretarial Auditors of the company
M/s. Patnaik & Patnaik, Company Secretaries (Firm Registration
No. P2017WB064500), confirming the compliance with the
conditions of Corporate Governance as stipulated under LODR
Regulations is included as a part of this report.

LISTING WITH STOCK EXCHANGES

The Company's Equity shares are listed on National Stock
Exchange of India Limited and BSE Limited. Annual listing fee
has been paid to the respective stock exchanges for the financial
year 2026-27.

DEMATERIALISATION OF SHARES

98.52% of the company's paid-up Equity Share Capital is in
dematerialized form as on 31st March, 2026 and balance 1.48% is
in physical form. The Company's Registrar and Share Transfer
Agent is M/s. MUFG Intime India Private Limited (Consequent
to merger of CB Management Services Private Limited with
MUFG Intime India Private Limited effective from 8th May,
2026) having their registered office at C-101, 247 Park, LBS Marg,
Vikhroli (West), Mumbai - 400083 and Kolkata branch office at
Rasoi Court, 5th Floor, 20, R. N. Mukherjee Road, Kolkata -
700001. The entire shareholding of the promoters' and
promoters' group are in dematerialized form.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met six times during the financial
year from 1st April 2025 to 31st March 2026. The dates on which
the meetings were held are as follows:

28th May, 2025, 29th July, 2025, 24th September, 2025, 30th
October, 2025, 24th January, 2026 and 28th March, 2026.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on 31st March, 2026, the Company has twelve Directors
of which eight are Non-Executive Directors (including one
woman Director). The Company has Six Independent Directors
(including one woman Independent Director).

Mrs. Sreedevi Pillai (DIN: 08944944), was appointed as an
Independent Director w.e.f. 28th Jan, 2025 by the Shareholders
of the Company on 23rd April, 2025 for a term of one year,
which ended on 27th January, 2026. Based on recommendation
of Nomination and Remuneration Committee, she was re¬
appointed as an Independent Woman Director of the Company
for her second term by the Board of Directors in its meeting
dated 24th January, 2026 for a term of five consecutive years
w.e.f. 28th January, 2026.

Mr. Saurav Adhikari (DIN: 08402010) was appointed as an
Independent Director of the Company by the Board of Directors
in its meeting dated 24th January, 2026, for first term of two
consecutive years.

Mr. Subir Chakraborty (DIN: 00130864) was appointed as an
Independent Director of the Company by the Board of Directors
in its meeting dated 24th January, 2026, for first term of two
consecutive years.

Mr. Tarun Kumar Daga (DIN: 01686499) was appointed as an
Independent Director of the Company by the Board of Directors
through circular resolution on 10th February, 2026, for first term
of two consecutive years.

Mr. Ashok Bhandari (DIN: 00012210) completed his second
term as Independent Director of the Company on 29th January,
2026. Based on the recommendation of the Nomination and
Remuneration Committee Mr. Bhandari was appointed as a
Non-Executive, Non-Independent Director of the Company for
a period of two years with effect from 30th January, 2026.
Appointment/re-appointment of Mrs. Sreedevi Pillai, Mr. Saurav
Adhikari, Mr. Subir Chakraborty, Mr. Tarun Kumar Daga and
Mr. Ashok Bhandari was duly approved by the shareholders of
the Company by passing of special resolution through postal
ballot on 22nd April, 2026.

Based on the recommendation of Nomination and Remuneration
Committee ("NRC"), the following Directors were appointed by
the Board, subject to approval of the members.

Mr. Arup Das (DIN: 08417965) was appointed as Executive
Director for a period of one-year w.e.f. 1st April, 2026 by the
Board of Directors in its meeting dated 28th March, 2026.

Mr. Manoj Kumar Vijay (DIN: 00075792) was appointed as an
Independent Director of the Company by the Board of Directors
on 9th April, 2026, for first term of two consecutive years.

Mr. Sandeep Joseph Abraham (DIN: 11656222) was appointed
as Managing Director & CEO (HAD) w.e.f. 9th April, 2026 for a
period of 5 years.

The appointment of Mr. Arup Das, Mr. Manoj Kumar Vijay
and Mr. Sandeep Joseph Abraham has been put for vote by the
members of the company through postal ballot dated 25th May,
2026.

Terms of Mr. Rahul Choudhuri (DIN: 06817748), and
Mr. Biswadip Gupta (DIN: 00048258), as Independent Directors
of the Company completed on 27th July, 2025 and 9th February,
2026 respectively. Mr. P. H. Narayanan (DIN: 10158148),
resigned from the post of Managing Director - Engineering
Business w.e.f. 1st April, 2026. The Board places on record its
appreciation for their invaluable contributions and guidance
provided to the Company.

Based on the recommendation of Nomination and Remuneration
Committee ("NRC"), and in terms of the provisions of the Act,
the Board of Directors at its meeting held on 25th May, 2026,
proposes the following appointments: -
Mr. Collegal Srinivasan Govindaraj (DIN: 10149022), retires by
rotation and being eligible offers himself for reappointment.

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

Brief particulars and expertise of the directors seeking
re-appointment together with their other Directorship and
Committee membership have been given in the annexure to the
notice of the Annual General Meeting.

Apart from the above, there is no other change in the Director(s)/
KMP of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

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

a) in the preparation of the annual accounts for the year ended
31st March, 2026, the applicable accounting standards
have been followed along with proper explanation relating
to material departures;

b) they have selected such accounting policies and applied
them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the
financial year and of the profit of the company for the same
period;

c) they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern
basis;

e) they have laid down internal financial controls in the
company that are adequate and were operating effectively.

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

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted a declaration that
each of them meets the criteria of independence as provided
in Section 149(6) of the Companies Act, 2013 along with Rules
framed thereunder and Regulation 16(1)(b) of the SEBI LODR
Regulations. In the opinion of the Board there has been no
change in the circumstances affecting their status as independent
directors of the Company. The Independent Directors have also
confirmed the compliance pertaining to their enrolment with
the databank of the independent directors maintained by "The
Indian Institute of Corporate Affairs" in terms of Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules,
2014. The declaration was placed and noted by the Board in its
meeting held on 9th April, 2026.

REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated
pursuant to the provisions of Section 178 and other applicable
provisions of the Companies Act, 2013 and rules thereto
and Regulation 19 of LODR Regulations stating therein the
Company's policy on Directors/ Key Managerial Personnel/ other
employees' appointment and remuneration by the Nomination
and Remuneration Committee and approved by the Board of
Directors. The said policy may be referred to on company's
website at
www.ifbindustries.com/nomination remuneration
policy.php
. As part of the policy, the Company strives to ensure
that the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors / KMPs of the
quality required to run the company successfully; Relationship
between remuneration and performance is clear and meets
appropriate performance benchmarks.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

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

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

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

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

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

AUDIT COMMITTEE

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

AUDITORS' REPORT

During the year under review, the Auditors did not report any
matter under Section 143(12) of the Act, therefore no detail is
required to be disclosed under Section 134(3)(ca) of the Act. The
notes on Financial Statements referred to in the Auditor's Report
are self-explanatory and do not call for any further explanation.
The Secretarial Auditor's Report for the year under review does
not contain any qualification, reservation, or adverse remark.
The Secretarial Auditor's Report submitted by Company
Secretary in Practice is appended as Annexure-A, which forms
part of this report.

During the year under review, the statutory auditor and the
secretarial auditor have not reported any instance of fraud
committed in the Company by its officers or employees.

STATUTORY AUDITORS

At the 48th Annual General Meeting held on 29th July, 2024, the
shareholders of the company appointed M/s. Price Waterhouse
& Co Chartered Accountants LLP (Firm Registration No.:
304026E/E-300009) as Statutory Auditors of the company for a
period of five years from the conclusion of 48th Annual General
Meeting of the company to the conclusion of 53rd Annual
General Meeting of the company.

COST AUDITORS

Your Board has appointed M/s. Mani & Co, Cost Accountants
as Cost Auditors of the Company for conducting cost audit for
the financial year 2026-27. Accordingly, a resolution seeking
approval of the members for ratifying the remuneration payable
to the Cost Auditors for Financial Year 2026-27 is provided in the
Notice to the ensuing Annual General Meeting.

M/s. Shome and Banerjee were appointed the Cost Auditors
of the Company for the year 2025-26 by the Board and their

fees was ratified by the members in the 49th Annual General
Meeting held on 30th July, 2025. However, M/s Shome and
Banerjee submitted their resignation on 23rd January, 2026 due
to personal reasons. M/s. Mani and Co. Cost Accountants were
appointed as Cost Auditors of the Company for the financial
year 2025-26 by the Board of Directors / Committee on 24th
January, 2026. The Cost auditor remuneration was duly ratified
by the members of the Company by passing of Resolution
through postal ballot on 22nd April, 2026.

COST RECORDS

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

SECRETARIAL AUDITOR

At the 49th Annual General Meeting held on 30th July, 2025 the
shareholders of the company appointed M/s. Patnaik & Patnaik,
Company Secretaries (Firm Registration No. P2017WB064500),
as the Secretarial Auditors of the Company, for a term of five (5)
consecutive years, to hold office of the Secretarial Auditor from
the Financial Year 2025-26 upto Financial Year 2029-30.

SECRETARIAL STANDARDS

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act,
2013, the Board of Directors of your Company constituted a CSR
Committee. The Committee comprises Independent Director,
Non-Executive Director and Executive Director. CSR Committee
of the Board has developed a CSR Policy which has been
uploaded on the website of the Company at
www.ifbindustries.
com
. Your company has identified the activities mainly relating
to (a) Promoting education, (b) Promoting Health Care and (c)
skill development programme in line with the CSR policy of the
Company. The company made an expenditure of ' 182.70 lakhs
against the budgeted amount of ' 164.26 lakhs. The complete
disclosure on CSR activities in terms of Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is appended
as Annexure-C, which forms part of this report.

VIGIL MECHANISM

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

CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES

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

ANNUAL RETURN

In compliance with Section 92(3) and Section 134(3)(a) of the
Act read with Companies (Management and Administration)
Amendment Rules, 2020, the Annual Return for FY 2025-26
in the prescribed format has been placed on the Company's
website at
www.ifbindustries.com.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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

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

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

The number of permanent employees on the rolls of the
Company as on 31 March 2026 is 2397.

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In conformity with the requirements of the clause (f) of sub¬
regulation (2) of regulation 34 of LODR Regulations. The
Business Responsibility and Sustainability Report for financial
year 2025-26 is appended as Annexure-F, which forms part of
this report.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of IFB Industries Limited at its meeting
held on 29th May, 2018 has adopted this Dividend Distribution
Policy as required by Regulation 43A of the LODR Regulations
is available at your Company website at
www.ifbindustries.
com/dividend distribution policy.php
.

DEPOSITS

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

SHARE CAPITAL

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

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT

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

CREDIT RATING

On 24th October, 2025, CRISIL rating has reaffirmed the "CRISIL
AA - / Positive" (pronounced as CRISIL double A minus rating)
for long term debts and "CRISIL A1 for short term debts".

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

As per the requirement of Sexual Harassment of Women at
workplace (Prevention, Prohibition & Redressal) Act, 2013,
your Company has in place a Policy for Prevention of Sexual
Harassment of Women at Work Place and constituted Internal
Complaints Committees. No complaint has been raised during
the year ended 31st March, 2026 and there is no complaint
pending unresolved as on 31st March, 2026.

DEVELOPMENT AND IMPLEMENTATION OF A RISK
MANAGEMENT POLICY

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

Risk management is the process of minimizing or mitigating

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

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

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

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

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

SUBSIDIARY/ASSOCIATE COMPANIES

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

WHOLLY OWNED SUBSIDIARY GLOBAL AUTOMOTIVE
& APPLIANCES PTE LIMITED (GAAL) AND STEP-DOWN
SUBSIDIARIES THAI AUTOMOTIVE AND APPLIANCES
LIMITED (TAAL) AND SCHMID AUTOMOTIVE AND
APPLIANCES GMBH (SAAG)

GAAL is engaged in trading of Electronics Parts and
semiconductors and other commodities. TAAL is engaged in
the business of Fine Blanking and Conventional Blanking in
Thailand. SAAG was incorporated at Switzerland in December,
2025 to carry out design, drawing, planning and development
of Machine tools, fine blanking tools etc to augment the
Engineering capabilities of the Company.

GAAL

During the year under review, GAAL has achieved a revenue of
US$ 11.28 million (' 99.61 cr. approx.) which is a 12.02% growth
as compared to 10.07 million US $ achieved during 2024-25.
During the year the company made a PBT of US$ 1.15 million
(' 10.16 cr. approx.) which is 10.20% of revenue as compared to

US$ 1.08 million which is 10.73% of revenue, achieved during
2024-25.

TAAL

During the year under review, TAAL has achieved turnover of
288.91 million Thai Baht (THB) (' 78.62 cr. approx.), which is a
5.56 % growth as compared to 273.69 million Thai Baht (THB)
(' 66.35 cr. approx.) achieved during the year 2024-25. During
the year the company registered a profit of 15.81 million THB
(' 4.32 cr. approx.) at PBT level which was 124.57% higher as
compared to a profit of 7.04 million Thai Baht (THB) (' 1.72 cr.
approx.) made during the year 2024-25.

SAAG

During the year under review, GAAL has incorporated another
wholly owned subsidiary namely Schmid Automotive &
Appliances GmbH (SAAG) in December, 2025. SAAG will be
engaged in the business of tool design and development to
augment the engineering capabilities of the Company.

IFB Refrigeration Limited

During FY 2022-23, your Company invested an amount of ' 97 cr.
(Rupees Ninety Seven Crores Only) in Equity shares of IFB
Refrigeration Limited (IFBRL). Your Company's shareholding
in IFB Refrigeration Limited as on 31.03.2026 comes to 41.40%.

During the year under review IFBRL has achieved a turnover of
' 465.26 cr., which is 32.16% growth as compared to ' 352.03 cr.
achieved during the year 2024-25. During the year the company
reported a loss of ' 3.37 cr., which was ' 40.80 cr. lower than
the loss of ' 44.17 cr. made during the year 2024-25. IFBRL has
turned positive at PBDIT level since February, 2025 riding on
gradual increase in volume. The Company may plan to increase
its shareholding in IFBRL during the year, if it makes sense.

Consolidated financial statements of the company and its
subsidiaries and Associate have been prepared in accordance
with Section 129(3) of the Companies Act, 2013. Further,
the report on the performance and financial position of the
subsidiary companies in the prescribed form AOC-1 is appended
as Annexure-G, which forms part of this report.

In accordance with Section 136 of the Companies Act, 2013,
the audited financial statements, including the Consolidated
financial statements and related information of the company and

financial statement of the subsidiary companies will be available
on our website
www.ifbindustries.com. These documents will
also be available for inspection during business hours at the
corporate office of company.

Other Disclosures

Pursuant to the provisions of the Companies (Accounts) Rules,
2014, the Company affirms that for the year ended March 31,
2026:

a. There were no proceedings, either filed by the Company
or against the Company, pending under the Insolvency
and Bankruptcy Code, 2016, before the National Company
Law Tribunal or any other court.

b. There was no instance of a one-time settlement with any
bank or financial institution.

c. No significant or material orders were passed by regulators,
courts, or tribunals impacting the going concern status or
the Company's future operations.

d. The Company has complied with the provisions of
the Maternity Benefit Act, 1961, and the rules made
thereunder, including all applicable obligations relating to
maternity benefits for eligible employees.

e. The Managing Director of the Company does not receive
any remuneration or commission from any of the
Company's subsidiaries.

f. The Company did not issue any Employee Stock Options,
Sweat Equity Shares, or Equity Shares with differential
rights as to dividend, voting, or otherwise during 2025-26.

ACKNOWLEDGEMENT:

The Directors take this opportunity to express their thanks to
various departments of the Central and State Government,
Bankers, Customers and Shareholders for their continued
support. The Directors wish to place on record their appreciation
for the dedicated efforts put in by the Employees of the Company
at all levels.

For and on behalf of the Board of Directors
Bikramjit Nag

Place : Kolkata (DIN: 00827155)

Date : 25th May 2026 Chairman