Your Directors are pleased to present the 61^st Annual Report and the Audited Financial Statements of the Company for the financial year ended 31^st March 2023.

Your Company's revenue from operations during the year under review reached a new high of Rs.2,676.39 crore (previous year: Rs.2,602.95 crore) including highest ever foreign exchange earnings of Rs.2,522.67 crore (previous year: Rs.2,441.71 crore). However, EBITDA before exceptional items decreased to Rs.514.48 crore (previous year: Rs.828.83 crore) and profit after tax stood at Rs.225.73 crore (previous year: profit of Rs.507.87 crore) due to commodity prices cooling off while input costs remained high.

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

The policy has been uploaded on the website of the Company and can be accessed at https://www.imfa.in/ pdfs/Dividend-Distribution-Policy.pdf.

The Board of Directors in its meeting held on 27^th October 2022 had approved payment of interim dividend of Rs.5/- per Equity Share (@ 50%) on of 5,39,54,106 Equity Shares of the Company of face value of Rs.10/- each fully paid-up, out of the profits for FY 2022-23. Interim dividend was paid to the shareholders as per their entitlement as on the Record Date i.e 4^th November 2022.

In view of the excellent performance during the year under review, your Directors are pleased to recommend a final dividend of Rs.5/-per equity share (@ 50 %) on 5,39,54,106 equity shares of face value of Rs.10/- each for the year ended 31^st March 2023, subject to approval of shareholders at the forthcoming Annual General Meeting of the Company. Final dividend, if approved by the shareholders, taken together with the interim dividend, will amount to total dividend of Rs.10/- per equity share for FY 2022-23.

The production of ferro chrome during the year under review was at 244,505 tonnes (previous year: 246,175 tonnes) while electricity generation stood at 1074 MUs including 6.14 MUs from solar (previous year: 1085 MUs including 5.80 MUs from solar) and chrome ore raising was 564,775 tonnes (previous year: 559,356 tonnes).

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

During the year under review, Company's subsidiary viz Utkal Coal Limited has received the compensation of Rs.20.69 crore towards reimbursement of statutory expenses from Ministry of coal for its Utkal 'C' coal block, consequent upon the issuance of its vesting order to the new allottee. Valuation of leasehold land is in progress, and balance compensation amount is expected shortly.

The extract of annual return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at http://www. imfa.in/pdfs/Annual-Return-2021-22.pdf.

The Board met four times in financial year 2022-23 viz. on 24^th May, 2022, 26^th July, 2022, 27^th October, 2022 and 30^th January, 2023. The maximum interval between any two meetings did not exceed 120 days. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings are provided in the Corporate Governance Report.

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

(i) that in the preparation of the annual accounts for the financial year ended 31^st March 2023, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

(ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit for the year under consideration;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(iv) that they have prepared the annual accounts of the Company for the financial year ended 31^st March 2023 on a going concern basis;

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

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

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

In terms of amendment dated May 05, 2021 to Regulation 34(2)(f) of the Listing Regulations, the Company has prepared Business Responsibility and Sustainability Report (BRSR) for the year 2022-23 on Environment, Social and Governance (ESG) parameters in the prescribed format as Annexure -1 and forms integral part of the Annual Report.

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

During the year under review, no changes were made in the above policy. Salient features of this policy are enumerated in the Corporate Governance Report which forms part of the Annual Report. The above policy is available at the website of the Company at : https://www.imfa.in/pdfs/ Nomination-Remuneration-Policy.pdf

In terms of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company at 57^th Annual General Meeting held on 17^th July, 2019 approved the appointment of M/s SCV & Co LLP, Chartered Accountants (Firm Registration No.000235N/ N500089) as the Statutory Auditors of the Company for an initial term of 5 years i.e. from the conclusion of 57^th Annual General Meeting till the conclusion of 62^nd Annual General Meeting of the Company. The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made in their audit report. The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.

The Auditor's in their report to the members, have stated one "Emphasis of matter" and the response of your Directors are as follows:

The Company has appointed M/s Sunita Jyotirmoy & Associates, Company Secretaries to conduct secretarial audit and their Report is appended to this Report as Annexure-2.

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

Pursuant to section 148 of the Companies Act 2013, the Board of Directors on the recommendation of Audit Committee appointed M/s S S Sonthalia & Co., Cost Accountants as the Cost Auditors of the Company for the Financial Year 2022-23 and has recommended their remuneration to the Shareholders for their ratification at the ensuing Annual General Meeting. M/s S S Sonthalia & Co., Cost Accountants have given their consent to act as Cost Auditors and also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013. Pursuant to Companies (Cost Records and Audit) Rules, 2014, the Cost Audit Report for the financial year 2021 was filed with the Ministry of Corporate Affairs on 16^th August 2022 vide SRN F22036495. The Company has maintained the cost records as specified under sub-section (1) of section 148 of the Companies Act, 2013.

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

There are no contracts/arrangements/transactions which are not at arm's length basis and there are no material contracts/arrangements/transactions which are at arm's length basis. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report. The disclosure on related party transactions as per Ind AS-24 has been provided under Note of the standalone & consolidated financial statements.

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

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

The Company has a Risk Management framework in place which is designed to identify, assess and monitor various risks related to key business and strategic objectives and lead to the formulation of a mitigation plan. All identified risks are categorised based on a matrix of likelihood of occurrence and impact thereof and a mitigation plan is worked out to the extent possible. Major risks in particular are monitored regularly at meetings of the Risk Management Committee and the Board of Directors of the Company is kept abreast of such issues.

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

The CSR Policy of the Company is hosted on the Company's website at http://www.imfa.in/pdfs/CSR-Policy.pdf

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

(i) Attendance of Board and Committee Meetings

(ii) Quality of contribution to Board deliberations

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

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

(v) Commitment to shareholder and other stakeholder interests

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

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

(i) the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23:

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

(iii) the percentage increase in the median remuneration of employees in the financial year : 12.97

(iv) the number of permanent employees on the rolls of company : 2,128

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

Average percentile increase in the salaries of employees other than the managerial personnel : 52^nd

Percentile increase in the managerial remuneration : 0

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

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing top ten employees in terms of remuneration drawn and includes the name of every employee of the Company, who are in receipt of remuneration of rupees one crore and two lakh or more during the financial year 202223 or a monthly remuneration of rupees eight lakh and fifty thousand or more during financial year 2022-23 are provided in the Annexure-5 forming part of the Report.

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

The Company has formulated a Whistle Blower Policy for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

Mr Chitta Ranjan Ray (DIN: 00241059), Director, retires by rotation at the forthcoming Annual General Meeting of the Company and is eligible for re-appointment.

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

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (" I EPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government. The Company had, accordingly, transferred Rs.4,52,630/-, being the unpaid and unclaimed dividend amount pertaining to FY 2014-15 to the IEPF authority.

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

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

The Company has a comprehensive system of internal controls that enables efficient operations, optimal resource utilisation and compliance with all applicable laws and regulations. Each of these internal controls strengthens the Company and protects loss or unauthorised use of assets by providing adequate checks and balances. The Company authorises, records and reports all transactions. An independent firm of Chartered Accountants serves as the internal auditor to execute the internal audit functions. The Management and Audit Committee of the Board observes and then recommends corrective measures following such audits to improve business operations.

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

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

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

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

During the year under review, the Company have resolved one complaint which was received during the FY22 by taking appropriate action and details of complaints received/disposed during FY 2022-23 are provided in the Report on Corporate Governance.

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

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

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SS1 and SS2) relating to Meetings of the Board, its Committees and Annual General Meetings.

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

Your Directors would like to place on record their sincere appreciation of the exemplary service rendered by the entire workforce during the year under review. Further, your Directors would also like to appreciate the support received from term lenders and working capital bankers. Last, but certainly by no means least, your Directors would like to thank shareholders, customers, Central and State Government and the public at large for their continued support and confidence.