To,

The Members,

IGC Industries Limited

Your Directors have pleasure in presenting the Forty-Fourth (44 th ) Annual Report, together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2025.

1. RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS:

(Rs. in Lakhs except EPS)

2. OPERATIONAL REVIEW:

During the financial year ended March 31, 2025, the Company reported Revenue from Operations of ? 198.51 lakhs , reflecting the commencement of business activities as against no revenue in the previous financial year. The improvement in topline performance indicates the Company's efforts toward business consolidation and market presence.

The Total Expenses stood at ? 204.68 lakhs as compared to ^39.42 lakhs in the previous year. The increase in expenses was primarily attributable to higher operating costs incurred in line with the expansion of business activities.

As a result, the Company recorded a Net Loss of ? 6.17 lakhs in FY 2024-25 as against a net loss of ^39.42 lakhs in FY 2023-24. The significant reduction in losses highlights improved cost management and better utilization of resources.

The Earnings Per Share (EPS) for the year stood at ( ? 0.02) (Basic) and ( ? 0.04) (Diluted) as compared to ( ? 1.76) in the previous year.

Despite the challenging business environment, the Company has successfully established a revenue stream and reduced overall losses. The management remains committed to strengthening operational efficiency, exploring new market opportunities, and building a sustainable growth trajectory in the coming years.

3. NATURE OF BUSINESS

At IGC Industries Ltd., we specialize in global trading of premium agricultural products through a trusted network of farmers, suppliers, and distributors. Our wide product range is sourced with care to meet international market demands. With a focus on quality, transparency, and efficiency, we provide reliable import-export solutions and build long-term client relationships, backed by industry expertise and sustainable practices.

During the financial year under review, there was no change in the nature of business of the Company.

4. DIVIDEND:

In view of the Company does not carry out any business activities, the Board of Directors has considered it prudent not to recommend any dividend for the Financial Year under review.

5. SHARE CAPITAL OF THE COMPANY :

During the year under review, the Company increased its Authorized Share Capital from ^10,00,00,000 (Rupees Ten Crore Only), divided into 1,00,00,000 Equity Shares of ?10 each, to ^35,00,00,000 (Rupees Thirty-Five Crore Only), divided into 3,50,00,000 Equity Shares of ?10 each, ranking pari passu in all respects with the existing Equity Shares of the Company.

Further, subject to the approval of the shareholders at the ensuing General Meeting, the Board has proposed to increase the Authorized Share Capital from ^35,00,00,000 (Rupees Thirty-Five Crore Only), divided into 3,50,00,000 Equity Shares of ?10 each, to ^61,00,00,000 (Rupees Sixty-One Crore Only), divided into 6,10,00,000 Equity Shares of ?10 each, ranking pari passu in all respects with the existing Equity Shares of the Company.

As on March 31, 2025, the Issued and Subscribed Equity Share Capital of the Company stood at ^34,72,00,000, divided into 3,47,20,000 Equity Shares of ?10 each, fully paid-up. During the year, the Company allotted 3,24,80,000 Equity Shares of face value ?10 each at a price of ?13 per share (including a premium of ?3 per share) on a rights basis to the eligible existing equity shareholders of the Company.

6. TRANSFER TO RESERVES:

During the year under review, the Company has not carried out business activities, therefore the Company has not transferred any amount to Reserves.

7. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES :

The Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company is having dynamic, qualified, experienced, committed and versatile professionals in the Management of the Company. The Board of Directors includes the Executive, Non-Executive Independent Directors so as to ensure proper governance and management.

The Company is having the following Board of Directors and Key Managerial Personal:

Changes in Composition of Board during the year under review:

> Ms. Avani Savjibhai Godhaniya was appointed as an Additional Non-Executive Independent Director of the Company on March 4, 2024 . Her appointment was subsequently regularized at the 43rd Annual General Meeting of the Company. She, however, resigned from the position with effect from April 1, 2025 .

> Ms. Hemlata was appointed as an Additional Non-Executive Independent Director of the

Company on March 4, 2024 . Her appointment was subsequently regularized at the 43rd Annual General Meeting of the Company.

> Mr. Salman Mahibub Sayyad was appointed as an Additional Executive Director of the

Company on March 26, 2024 . His appointment was subsequently confirmed, and he was designated as the Managing Director at the 43rd Annual General Meeting of the Company. He, however, resigned from the position of Managing Director with effect from April 1, 2025 .

> Mr. Arpit Jain was appointed as the Company Secretary & Compliance Officer of the Company and designated as Key Managerial Personnel with effect from March 1, 2024 . He subsequently resigned from the said position with effect from December 19, 2024 .

> Resignation of Mr. Jayalal Rajaram Pathak from the post of Directorship of the company with effect from 16 th April, 2024.

> Mrs. Supriya Dilip Gaikwad was appointed as an Additional Executive Director and

designated as the Chief Financial Officer of the Company with effect from April 16, 2024 . Her appointment was subsequently regularized at the 43rd Annual General Meeting of the Company.

> Mr. Ziauddin Mohammed was appointed as an Executive Director of the Company with effect from February 21, 2025 . He is proposed to be appointed as the Managing Director of the

Company, subject to the approval of the shareholders at the ensuing General Meeting.

> Mr. Ramesh Kumar was appointed as a Director of the Company in the 43rd Annual General Meeting. He, however, resigned from the post with effect from April 1, 2025.

> Mr. Ramesh Kumar Nayanmal Saraswat was appointed as a Director of the Company in the 43rd Annual General Meeting. He, however, resigned from the post with effect from April 1, 2025.

In accordance with the provisions of the Act and the Articles of Association of the Company Ms. Supriya Dilip Gaikwad is liable to retire by rotation and being eligible has offered herself for reappointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

10. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of your Company met 15 (Fifteen) times during the Year and the gap between two meetings did not exceed the statutory period laid down by the Companies Act, 2013 and the Secretarial Standard-I issued by the Institute of Company Secretaries of India.

The necessary quorum was present for all the meetings. The attendance of Director is mentioned below:

11. COMMITTEES OF THE BOARD:

The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees:

? Audit Committee,

? Nomination & Remuneration Committee and

? Stakeholders Relationship Committee.

The composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules there under and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ('Listing regulations') are as follows.

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in detail in the 'Report on Corporate Governance' of the company which forms part of this Annual Report.

12. ANNUAL PERFORMANCE EVALUATION :

Pursuant to the provisions of the Companies Act, 2013 and Listing regulations, the Company has implemented a system of evaluating performance of the Board of Directors and of its committees and individual Directors on the basis of evaluation criteria suggested by the Nomination and Remuneration Committee and the Listing regulations. Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various performance related aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance. The performance evaluation of the Board as a whole, Chairman and Non-Independent Directors was also carried out by the Independent Directors in their meeting held on February 14, 2024.

Similarly, the performance of various committees, individual Independent and Non-Independent Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual Directors.

13. DIRECTORS RESPONSIBILITY STATEMENT :

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a. In the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable Ind-AS had been followed along with proper explanation relating to material departures;

b. The directors had selected such accounting policies and applied 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 as at 31st March, 2025.

c. The directors had 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. The directors had prepared the annual accounts on a going concern basis;

e. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f. The proper internal financial controls are in place and that such internal financial controls are adequate and are operating effectively.

g. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY :

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company

15. RELATED PARTY TRANSACTIONS :

During the year under review, your Company has not entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, and hence provisions of Section 188 of the Companies Act, 2013 are not applicable to the Company.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

Your Company has neither given any loans, guarantee or provided any security in connection with a loan nor made any investments covered under the provisions of Section 186 of the Companies Act, 2013 during the year under review.

17. EXTRACT OF ANNUAL RETURN:

As required under Section 134(3)(a) &Section 92(3) of the Act, the Annual Return is put up on the Company's website and can be accessed at & Extracts of the Annual return in form MGT 9 for the Financial Year 2024-25 is uploaded on the website of the Company and can be accessed at

18. AUDITORS :

A) STATUTORY AUDITOR:

M/s. ADV & Associates, Chartered Accountants (ICAI Registration No. 128045W) were appointed as statutory auditors of the company. Currently, they are holding office of the auditors up to the conclusion of the 45 th Annual General Meeting.

The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide section 40 of the Companies (Amendment) Act, 2017 notified on 7 th May, 2018. Therefore, it is not mandatory for the Company to place the matter relating to appointment of statutory auditor for ratification by members at every Annual General Meeting. Hence the Company has not included the ratification of statutory auditors in the Notice of AGM.

The Report given by M/s. ADV & Associates, Chartered Accountants, on the financial statements of the Company for the Financial Year 2024-25 is a part of the Annual Report. There has been qualification, reservation or adverse remark or disclaimer in their Report.

During the Year under review, the Auditors has reported 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.

DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):

During the financial year 2023-24, the Statutory Auditor has not reported to the audit committee any instance of fraud committed against the Company by its employees or officers under section 143(12), the details of which need to be reported in Board's Report.

B) SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ramesh Chandra Bagdi & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is appended as Annexure '4' w hich forms a part of this report.

The Auditor has following remarks in his report for which the management has given proper reply

C) COST AUDITOR :

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rules made there under, the appointment of Cost Auditor is not applicable to the Company for the Financial Year 2024-25.

D) INTERNAL AUDITOR

The Company has not appointed Internal Auditor of the Company for the year 2024- 2025.

19. CORPORATE SOCIAL RESPONSIBILITY :

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, were not applicable to the Company for the Financial Year 2024-25.

20. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant / material orders passed by the Regulators or courts or Tribunals impacting the going concern status of your Company and its operations in future.

21. DEPOSITORY SERVICES :

The Company's Equity Shares have been admitted to the depository mechanism of the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in such Depository. The Company has been allotted ISIN No. INE099S01016. As on March 31, 2025, a total of 3,57,00,505 Equity Shares representing 99.99% of the paid up capital of the Company were held in dematerialized form with CDSL. During the year Company has making a best effort to convert all the physical share into dematerialized form.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

22. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors (including NonExecutive Independent Directors), Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The Code has been posted on the Company's website

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board& to the Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

24. CORPORATE GOVERNANCE :

Pursuant to Regulation 15(2) of the Listing Regulations, the company fall under the criteria of corporate governance provisions i.e. the Company's paid up Equity Share Capital does exceed of Rs.10 Crores as on March 31, 2025. A separate section on Corporate Governance Standards followed by your Company, as stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is enclosed as Annexure-1 to this Report. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013.

A Certificate from M/S. Ramesh Chandra Bagdi Practicing Company Secretaries, conforming compliance to the conditions of Corporate Governance as stipulated under Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed to this Report.

25. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT :

The Management's Discussion and Analysis Report for the Year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached to this report as Annexure -2 .

26. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As required under Rule 8 (3) of the Companies (Accounts) Rules, 2014, The Company has introduced various measures to reduce energy consumption and install the latest technologies.

(a) CONSERVATION OF ENERGY

(B) TECHNOLOGY ABSORPTION

FOREIGN EXCHANGE EARNINGS / OUTGO

As the Company has not carried out any activities relating to the export and import during the financial year. There is no foreign exchange expenses and foreign income during the financial year.

27. RISK MANAGEMENT:

Your Company recognizes the risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner; your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

The Company is having a Risk Management Policy which has been entrusted with the responsibility to assist the Board (a) to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management (b) to establish a framework for the Company's risk management process and to ensure its implementation (c) to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices (d) to assure business growth with Financial stability.

28. PARTICULARS OF EMPLOYEES:

a. Remuneration to Directors and Key Managerial Personnel

Information as required under section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given under Annexure-3.

b. Employee Particulars

There are no employees who have remuneration in excess of the remuneration stated in Section 197 of the Companies Act, 2013.

29. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes and commitments, 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 related i.e. March 31, 2025 and the date of this report.

30. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY DURING THE YEAR UNDER REVIEW

IGC Industries Limited (the Company) has received the Trading Approval from BSE Limited (BSE) vide the letter enclosed herewith with regards to the Trading of 32480000 Equity Shares of Rs. 10/- issued at a premium of Rs. 3.00/- on rights basis bearing distinctive Nos 2240001 to 34720000, with effect from Thursday, November 28,2024.

31. BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2) of the Listing Regulations, is not applicable to the Company for the Financial Year ending March 31, 2025.

32. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

33. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT

Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The company has setup the Internal complaints committee and the said committee has framed the policy 'Prevention of Sexual Harassment' on prevention, prohibition and Redressal of complaints related to sexual harassment of women at the workplace. All women employees whether permanent, temporary or contractual are covered under the above policy.

Disclosure of complaints during the year:

(a) Number complaints of sexual harassment received in the year: Nil b) Number of complaints disposed off during the year: Nil

(c) Number of cases pending for more than ninety days: Nil

However, during the year no complaints were received by the Internal Complaints committee for sexual harassment from any of the women employees of the company. The Sexual Harassment Policy has been posted on the website of the Company

34. A STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961 [DISCLOSURE MADE IN ACCORDANCE WITH THE COMPANIES (ACCOUNTS) SECOND AMENDMENT RULES, 2025, NOTIFIED BY MCA ON MAY 30, 2025]

The provision relating to the Maternity Benefit Act 161 [disclosure made in accordance with the Companies (Accounts) Second Amendment Rules, 2025, notified by MCA on May 30, 2025] is not applicable on Company since the number of Employee in the Company is less than 10.

35. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there was no application filed by or against the Company for the corporate insolvency process under Insolvency and Bankruptcy Code, 2016 before the NCLT

36. APPRECIATION:

Your Directors would like to express their sincere appreciation to the Company's Shareholders, Customers and Bankers for the support they have given to the Company and the confidence, which they have reposed in its management for the commitment and dedication shown by them.

For and on behalf of the Board IGC INDUSTRIES LIMITED

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