To

THE MEMBERS,

INGERSOLL – RAND (INDIA) LIMITED

Your Directors are pleased to submit the 101st Annual Report along with the Audited Balance Sheet and Statement of Profit and Loss for the year ended March 31, 2023, that is, the year under review.

1. FINANCIAL SUMMARY OF THE COMPANY

2. MANAGEMENT DISCUSSION AND ANALYSIS

I. Industry Structure and Development:

India has emerged as the fastest-growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships.

Manufacturing is emerging as an integral pillar in the country's economic growth, thanks to the performance of key sectors like automotive, engineering, chemicals, pharmaceuticals, and consumer durables. The Indian manufacturing industry generated 16-17% of India's GDP pre-pandemic and is projected to be one of the fastest growing sectors.

Technology has today encouraged creativity, with digital transformation being a critical element in gaining an advantage in this increasingly competitive industry. The Indian manufacturing sector is steadily moving toward more automated and process-driven manufacturing, which is projected to improve efficiency and enhance productivity.

India has the capacity to export goods worth US$ 1 trillion by 2030 and is on the road to becoming a major global manufacturing hub.

With 17% of the nation's GDP and over 27.3 million workers, the manufacturing sector plays a significant role in the Indian economy. Through the implementation of different programmes and policies, the Indian government hopes to have 25% of the economy's output come from manufacturing by 2025.

‘Make in India' is a major national programme of the Government of India designed to facilitate investment, foster innovation, enhance skill development, protect intellectual property and build best in class manufacturing infrastructure in the country. The primary objective of this initiative is to attract investments from across the globe and strengthen India's manufacturing sector.

‘Startup India' is a Government of India flagship initiative to build Startups and nurture innovation. Through this initiative, the Government plans to empower Startup ventures to boost entrepreneurship, economic growth and employment across India.

India's Capital Goods manufacturing industry serves as a strong base for its engagement across sectors such as Engineering, Construction, Infrastructure and Consumer goods, amongst others. Capital Goods sector contributes to 12% of India's manufacturing output and 1.8% to GDP. Market valuation of the capital goods industry was US$ 43.2 billion in FY22. (Economic Survey of India) India Air Compressor Market is forecast to grow at a progressive rate in the upcoming years. In general, air compressors are widely used in various industries such as construction, power, automotive, food & beverage, electronics and manufacturing. In India, the demand for air compressors is cumulative due to the growing industrial sector and on the other hand, the automotive industry is the major consumer of air compressors in India which further augmenting the Air Compressor Market Size in India. The India Air Compressor Market is anticipated to grow rapidly owing to the factors such as the growing demand for portable air compressors and increasing investment in the construction industry.

According to data released by the Ministry of Finance, India's goods and services tax (GST) collection in April 2023 increased by 12 per cent year-on-year to reach an all-time high of Rs. 187 lakh crore (US$ 22.9 billion) primarily driven by increased year-end sales, data analytics ensuring better compliance, and sustained economic growth.

According to a recent World Economic Forum (WEF) study, the Indian job market is expected to expand by 22% over the next five years and artificial intelligence (AI), machine learning, and data segments will create the top jobs.

India's manufacturing exports for FY2021-22 reached an unprecedented US$ 418 billion, an overall growth of more than 40% compared to the US$ 290 billion from the previous year. Govt. of India launched the ‘Make in India' program to place India on the world map as a manufacturing hub and give global recognition to the Indian economy. (Economic Survey of India)

Recovering from pandemic-induced contraction, Russian-Ukraine conflict and inflation, the Indian economy is staging a broad-based recovery across sectors, positioning to ascend to the pre-pandemic growth path in FY2022-23

India's GDP growth is expected to remain robust in FY2023-24. GDP forecast for FY2023-24 to be in the range of 6-6.8%.

Your Company's products are primarily sold to industries in the automotive, metals, pharmaceutical and textile sectors and these sectors have registered strong growth in the previous quarter.

II. Segment-wise operational performance: Air Solutions is the only segment in your Company's operations. The gross revenue of Air Solutions business for the year under review was Rs. 115,079 lakhs as against Rs. 90,992 lakhs in the previous financial year, an impressive growth of over 26%. Your Company continues to focus on local innovation and creating markets "In India; For India; By India".

The profit before tax is Rs. 24,630 lakhs in the year under review as against Rs. 14,836 lakhs in the previous financial year, a significant jump of over 66%.

III. Outlook: India's GDP forecast to be in the range of 6-6.8 per cent in financial year 2023-24. The Asian Development Bank (ADB) has projected a moderate economic growth rate for India due to various factors such as a global slowdown, tight monetary conditions and elevated oil prices. According to the latest ADB outlook, India's economic growth rate is expected to reach 6.4% in FY2023-24 from 6.8% in FY2022-23, while the growth forecast for the current year has been revised downwards to 6.4% from 7.2% earlier projected. However, India's economic growth rate is still stronger than many peer economies and reflects robust domestic consumption and less dependence on global demand.

IV. Risk and Concerns: The primary operating risks which could impact the Company relates to slow-down in the automotive, metals, pharmaceutical and textile sectors, exposure to seasonality for some of its businesses, competition from Indian and global players, volatile exchange rates, interest rate fluctuation, credit risks, import dependence, procurement concentration risks, volatile commodity prices risks, changes in tax and other legislations as well as risks arising out of higher input costs. The Company constantly monitors the challenges from amongst the eco-system comprising competition, industry, product life cycle, raw materials cost and takes steps to maintain and enhance existing competence. The primary threat over and above competitors created by COVID 19 was the demand supply gap, inflationary pressure and supply chain disruption which seems to be easing off though geo political volatile conditions still pose a threat. Availability of spurious parts and components at cheap prices continue to disrupt the fair competition. We see an increase in activity of using imports of substandard complete packages which is an added threat. Fluctuating foreign currency rates will have impact on imports.

V. Opportunities and Threats: A confluence of factors on the global and local fronts, such as geo-political equations between countries, the usage of tariff and non-tariff barriers to address trade imbalances, volatility in crude oil and commodity prices, could impact business continuity and consumer confidence. The Company will continue to closely monitor the macro and micro level trends in the global and Indian economy and will take necessary steps to address these challenges.

VI. Discussion on financial performance with respect to operational performance: Analyzing Operational and Financial Performance is essentially about converting management data that the project team has collected into useful information. The same is then used to make management decisions and inform for future actions. As such it is important to regularly review the combined technical and operational/financial performance.

The basic process for analyzing operational and financial performance is more standardized than the process for analyzing technical performance and involves some standardized aspects. It comprises an analysis of data resulting from implementation of Operational Plan. Analysis of operational and financial performance is be a continuous process, and it is important to find ways to fit this analysis into the overall organizational plan. The Board is well aware and has a clear idea about where budget variances are coming from at frequent intervals of time. The Board takes timeline corrective steps which may be tactical or strategic ones to match the outcome of the operational performance with the financial performance.

The technical and project managers are well informed about the finical impact of their performance. This helps them to operate efficiently and effectively and to understand the impact of their performance on the financial results of the organization as a whole.

VII. Material developments in Human Resources / Industrial Relations front, including number of people employed: Ingersoll Rand is committed to fostering the inspiring team. Ingersoll Rand has well defined talent deployment processes that help to attract and identify the top talents in the market. Ingersoll Rand has derived a competitive Career – Growth opportunity for developing the talent. Well-designed training and development programs, self – learning Linked – in tools, highly engaged Mentorship Programs provides the employees wider tools for their development. The Company strives to provide fair treatment at workplace, a transparent and equitable compensation system, flexible work timings and an environment that ensures health and well-being for all our employees, partners & communities. Company is committed to hire, develop and retain the best talent in the industry.

The Company constantly endeavors to adopt the best policies to keep its employees motivated, engaged and aligned to the core values of the Company. The Company undertakes various employee engagement initiatives, fosters a culture of continuous learning and development to create future leaders. The Company measures its employee engagement index through annual pulse survey with a commitment from the managers on the actions requred to enhance engagement.

As on March 31, 2023, the company had 535 permanent employees on its rolls.

VIII. Safety, Health and Environment: At Ingersoll Rand, we believe all injuries and work related diseases are preventable and your Company takes all proactive measures to achieve the goals of "no work-related injuries" and safe operations. Your company has established the high level of safety standards & procedures to ensure safe working conditions for employees/contractors and visitors are trained to follow safe operating behaviors at workplace. We believe human behaviors can be changed, so we have implemented behavioral based safety program in the organization. We also encourage our employees to follow best safety practices during personal activities at home and while driving on roads. The management is committed and responsible in complying with all safety norms and takes adequate precautionary measures to prevent workplace related incidents.

Your Company is committed for lead sustainably and continues to analyze management of hazardous and non-hazardous wastes and working with a long-term goal of zero waste to landfill. Your Company is committed to reduce 60% greenhouse gas (GHG) emission by 2030 as part of this goal. Several energy conservations projects and energy management practices are implemented at plant. The products developed and launched have higher energy & water efficiency and uses materials with low environmental impact compared to previous generation products.

IX. Technology Innovation: Your Company has continued to invest in technology innovation to sustain its leadership position and be the pioneer of best-in-class solutions for its customers. This year, your Company has added new products and upgraded existing range to the wide gamut of products and through new models for small to medium-scale industries in the form of 3-5.5KW rotary screw compressor, oil free compressors in bigger range of 200-355KW for pharma and F&B sector along with Plant Air Centrifugal NX5000 complimented by HOC dryers to serve the industrial markets. Your company is also realigning its strategy by introducing products to cater all segments of market.

X. Disclosure as per Paragraph B (1) (i) and (j) under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). *

The increase in above ratios are mainly due to increase in Net profit as result of higher turnover as compared to the previous year.

* Disclosure has been given only for such ratios listed in the said SEBI Listing Regulations, which has a difference of equal to or more than 25% as on March 31, 2023 in comparison to the previous financial year ended on March 31, 2022.

3. DIVIDEND

On November 11, 2022 your Company has declared an interim dividend at the rate of Rs. 30/- per equity share, absorbing Rs. 9,470.40 lakhs (including TDS), out of surplus in the statement of profit and loss account. The Board at its meeting held on May 25, 2023 has subject to the approval of the members at the ensuing Annual General Meeting recommended a final divided of Rs. 20/- per share for the financial year ended on March 31, 2023, which if approved by the members would be result in a cash outflow of Rs. 6,313.60 lakhs.

As per Regulation 43A of the SEBI Listing Regulations, the dividend distribution policy of the Company has been disclosed in the Corporate Governance Report and on the website of the Company at www.irco.com

4. TRANSFER TO RESERVES

Pursuant to the provisions of the Act, your Directors do not propose to transfer any amount to the General Reserves. The entire profit after tax for the year under review will be held in Retained Earnings.

5. THE STATE OF COMPANY'S AFFAIRS

For the year ended March 31, 2023, your Company has recorded revenues of Rs.115,079 lakhs from continuing operations which is 26% higher compared to that of previous financial year, in the fiscal year under review. Our profits after tax for the year ended March 31, 2023 stood at Rs.18,264 lakhs which is 66% higher compared to profit after tax of previous financial year.

Our principal sources of liquidity are cash and cash equivalents and the cash flow that we generate from our operations. We continue to be debt-free and maintain sufficient cash to meet our strategic and operational requirements.

Your Company's products are primarily sold to industries in the automotive, metals, pharmaceutical and textile sectors and these sectors have registered strong growth in the previous quarter.

Your Company, even amid an unprecedented global crisis, continues to succeed as a business with exemplary governance and responsiveness to the needs of all our stakeholders.

6. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the trading platform of BSE Limited and National Stock Exchange of India Limited, both being recognized stock exchange having nationwide trading terminal.

7. INVESTMENT IN NEW MANUFACTURING PLANT

The Board of Directors of the Company at their meeting held on December 22, 2022 have approved setting up a new manufacturing plant at an investment of about Rs. 170 crores to be situated in Gujarat State, India to increase the manufacturing and output of the existing products and also to manufacture new products.

The new plant is expected to be operational by end of September 2024 and will have a capacity to produce about 5,000 units of air compressors per month. The new plant upon becoming fully operational will manufacture new range of air compressors, air treatment devices, hydrogen compressors etc. to cater to the requirement of domestic market as well as export market in Europe, Middle East and Africa regions.

8. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, which has occurred, affecting the financial position of the Company between the end of the financial year of the Company i.e., March 31, 2023 and the date of signing this report.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS IMPACTING THE GOING CONCERN STATUS

There are no significant and material order(s) passed by any of the Regulators or Courts or Tribunals, which could affect the going concern status of the Company and its future operations.

During the financial year under review, no application was made by or any proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has established an internal control system commensurate with the size, scale, and complexity of its operations. To enhance the standards of controls and governance, the Company has adopted various measures to ensure that robust internal financial controls exist concerning operations, financial reporting, and compliance.

Significant features of the Company's internal control system are:

A well-established, independent, Internal Audit team operates in line with best-in-class governance practices. It reviews and reports to the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks.

The Audit Committee periodically reviews internal audit plans, significant audit findings, and adequacy of internal controls.

Systematic self-certification of adherence to key internal controls, as part of control self-assurance by process owners, monitors, and reviewers.

Adherence with a comprehensive information security policy and continuous upgrades of the Company's IT systems for strengthening automated controls.

Appropriate segregation of duties and usage of technology for continuous controls monitoring and enhanced controls assurance.

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time notified under Section 133 of the Companies Act, 2013, (the ‘Act') and other relevant provisions of the Act.

During the year, the internal controls were tested and found effective, as a part of the Management's control testing initiative. Accordingly, the Board, with the concurrence of the Audit Committee and the Auditors believe that the Company's Internal Financial Controls were adequate and operating effectively for the financial year ended March 31, 2023.

11. DETAILS OF JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES

Ingersoll-Rand Industrial U.S Inc. is the holding Company and Ingersoll-Rand Inc. is the ultimate holding company of your Company. Your Company does not have any associate, subsidiary or joint venture either in India or anywhere else in the world. Hence, the disclosure under Rule 8 of the Companies (Accounts) Rules, 2014 is not provided.

12. DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. There are no amount outstanding on account of principal or interest on public deposits as on March 31, 2023. Hence, no further disclosure in this regard is required to be made.

13. AUDIT

A. STATUTORY AUDIT:

M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S) were appointed as the Statutory Auditors of the Company for a term of 5 years at the 100th Annual General Meeting to hold office till the conclusion of 105th Annual General Meeting of the Company.

The Audit Report issued by M/s. Deloitte Haskins & Sells, Chartered Accountants on the financial statement of the Company for the year ended March 31, 2023 is part of the Annual Report. The Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, during the financial year 2022-23, the Statutory Auditors have not reported any instances of fraud to the Audit Committee or Board as per Section 143 (12) of the Act.

B. INTERNAL AUDIT

The Company has an in-house dedicated team for internal audit which conducts regular internal audit and provides their report to Audit Committee on quarterly basis.

C. COST AUDIT:

The Company has maintained adequate records and books of accounts pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed under Section 148 of the Companies Act, 2013 (the Act). The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Ashish Bhavsar & Associates, Cost Accountants, (ICMA Firm Registration No. 000387) as Cost Auditors for conducting the audit of the cost records maintained by the Company for the year ending March 31, 2024. The Cost Auditor has confirmed that they are not disqualified pursuant to the provisions of Section 141 of the Act read with Section 139 and 148 of the Act. M/s. Ashish Bhavsar & Associates, being eligible, have provided their consent to act as the Cost Auditors of the Company for the financial year 2023-24. The requisite resolution seeking approval for remuneration proposed to be paid to the Cost Auditors, as approved by the Board of Directors on the recommendation of Audit Committee has been set out in the Notice of the 101st Annual General Meeting of your Company.

The Company will file the cost audit report for the Financial Year ended March 31, 2023, with the Central Government before the due date.

D. SECRETARIAL AUDIT:

The Board of Directors of the Company had appointed Mr. Natesh K, Practicing Company Secretary (Certificate of Practice No. 7277), as the Secretarial Auditor to conduct an audit of the secretarial records for the financial year 2022 – 23. The Company received consent from Mr. Natesh K for conducting audit of the secretarial records for the financial year ending March 31, 2023.

Pursuant to Regulation 40(9) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) certificates have been issued for the year ended March 31, 2023 by M/s. Parikh & Associates, Company Secretaries certifying due compliance of the share transfer formalities by the Company/its RTA.

The Secretarial Audit Report for the financial year ended March 31, 2023 pursuant to section 204(1) of the Act and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in the Annexure – D to this report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Secretarial Compliance Report for the financial year ended March 31, 2023, in relation to compliance of all applicable SEBI Regulations/circulars/ guidelines issued thereunder, pursuant to requirement of Regulation 24A(2) of SEBI Listing Regulations, is set out in Annexure- D1 to this report.

14. SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

15. SHARE CAPITAL

The Company has only one class of share viz. equity share with a face value of Rs.10 each. During the year under review, there is no change in the issued and subscribed capital of your Company. The outstanding capital as on March 31, 2023 is Rs.3,156.80 lakhs comprising 31,568,000 equity shares of Rs.10/- each. Share capital audit as per the directives of the Securities and Exchange Board of India to reconcile the total admitted capital with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) and the total issued and listed capital is being conducted on a quarterly basis by Parikh & Associates, Company Secretaries. The audit confirms that the total issued/ paid-up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL). The Audit Reports are placed on the table of the Board Meeting and duly forwarded to the stock exchanges where the equity shares of your Company are listed.

16. ANNUAL RETURN

The Annual Return of the Company for the financial year 2022-23 as required under Section 92(3) read with Section 134(3)(a) of the Act is available on the website of the Company and can be accessed on the Company's website www.irco.com

17. BOARD MEETINGS

A minimum of four Board Meetings are held each year to review the quarterly financial results and operating performance of the Company. Apart from this, additional Board Meetings were also convened to address specific needs of the Company.

The agenda and agenda notes are circulated to all the Directors well in advance, usually a week before the meeting. All the agenda items are backed by agenda notes and relevant supporting papers to ensure adequate information is provided to enable the Directors to have focused discussions at the meeting and take informed decisions. All relevant information as mentioned in Part A of Schedule II of the SEBI Listing Regulations were tabled before the Board. The details of the meetings of the Board of Directors of the Company convened and attended by the Directors during the financial year 2022-23 are given in the Corporate Governance Report, which forms part of this Annual Report. The maximum interval between any two consecutive Board meetings did not exceed 120 days, as prescribed in the Act.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed as per the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out in Annexure – A forming part of this report.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company continues to contribute time and financial support to the communities and beneficiaries in and around its areas of operation. This year too, your Company has continued its CSR initiatives to focus on providing education & skill development, healthcare, conservation of environment and community development. These activities are in accordance with Schedule VII of the Act. The Board of Directors and CSR Committee review and monitor from time to time all the CSR activities being undertaken by the Company. The CSR policy of your Company is the available on the website of the Company at www.irco.com During the financial year 2022-23, your Company incurred CSR Expenditure of Rs. 247.36 lakhs and the details of the same is set out in Annexure – B forming part of this report.

During the financial year ended March 31, 2023, three meetings of the CSR Committee of the Board were held on May 30, 2022, June 27, 2022 and February 10, 2023. The details of the Directors who attended the meetings during the year are given in CSR Report, which forms part of this Annual Report.

20. INDEPENDENT DIRECTORS

The Board has an optimum combination of Independent and Non-Independent Directors. In line with the requirements of the SEBI Listing Regulations, half of the Board's strength comprise of Independent Directors. As on March 31, 2023, Mr. Sekhar Natarajan, Ms. Jayantika Dave and Ms. Vijaya Sampath are independent directors of the Company.

All new independent directors as and when inducted into the Board are familiarized with the operations and functioning of the Company.

The Company has received Declarations of Independence as stipulated under Section 149 (7) of the Act and Regulation 25 of the SEBI Listing Regulations from each of the Independent Directors confirming that: He/she meets the criteria of independence and is not disqualified from being appointed/continuing as Independent Director as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations.

He/she has complied with the Code of Conduct laid down under Schedule IV of the Act.

In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, he/she has registered himself/herself with the Independent Director's database maintained by the Indian Institute of Corporate Affairs.

In terms of Regulation 25(8) of the SEBI Listing Regulations, he/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge their duties, the veracity of which has been assessed by the Board of Directors.

All the independent directors have confirmed that they are not debarred from holding the office of director by virtue of any SEBI order or any other such authority. In the opinion of the Board, the independent directors have high level of integrity and experience and are proficient in their respective fields of expertise and will contribute to the overall growth of the Company.

The Company has over the years been fortunate to have eminent persons from diverse fields to serve as Independent Directors on its Board. Pursuant to the SEBI Listing Regulations, the Nomination & Remuneration Committee of the Board ensured diversity of the Independent Directors in terms of experience, knowledge, perspective, background, gender and culture.

21. AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Act and Regulation 18 of SEBI Listing Regulations. The matters relating to the composition, meetings, and functions of the Audit Committee are included in the Corporate Governance Report, forming part of this report. The Board has accepted the Audit Committee's recommendations during the year wherever required and hence no disclosure is required under Section 177(8) of the Act with respect to rejection of any recommendations of Audit Committee by Board.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL A. DIRECTORS:

Mr. Amar Kaul, Non-Executive and Non-Independent Director and Ms. Preeti Mohanty, Executive and Non-Independent Director, have resigned from the Board effective March 6, 2023. The Board places on record its appreciation for their contribution since their appointment.

In accordance with the applicable provisions of the Companies Act, 2013 read with terms of the Articles of Association of the Company and on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on March 6, 2023, considered and approved the following appointments, subject to the approval of the shareholders: Appointment of Mr. Inder Arora (DIN 10041497) as an additional director (executive & non-independent category), wtih effect from March 7, 2023 for a period of 5 consecutive years subject to retirement by rotation. Appointment of Mr. P. R. Shubhakar (DIN 06688703) as an additional director (executive & non-independent category), wtih effect from March 7, 2023 for a period of 3 consecutive years subject to retirement by rotation. As stipulated under Regulation 17 (1C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the appointment of Director is required to be approved by the shareholders at the next general meeting or within a period of three months from the date of appointment, whichever is earlier. Accordingly, the Company has obtained approval of Members by way of Ordinary Resolution through e-voting/ postal ballot for the said appointments on May 23, 2023.

Mr. Naveen Samant retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board recommends the appointment Mr. Naveen Samant as Director (non-Executive and non-Independent) of the Company.

The term of Ms. Vijaya Sampath and Ms. Jayantika Dave as Independent Directors of the Company will end on March 26, 2024 and March 27, 2024 respectively. Upon the recommendation of the Nomination & Remuneration Committee and the Board of Directors, appropriate resolutions has been set out in the Notice of the Annual General for the reappointment of both Ms. Vijaya Sampath and Ms. Jayantika Dave as Independent Directors for a second term of 5 years commencing from the expiry of their current term.

B. KEY MANAGERIAL PERSONNEL:

The Board of Directors at their meeting held on March 6, 2023 on the recommendation of the Nomination and Remuneration Committee, has appointed Mr. Inder Arora as Executive Director, for a period of 5 years with effect from March 7, 2023 up to March 6, 2028.

The Board of Directors at their meeting held on March 6, 2023 on the recommendation of the Audit Committee, Nomination and Remuneration Committee, has appointed Mr. P. R. Shubhakar as Executive Director designated as Chief Financial Officer, for a period of 3 years with effect from March 7, 2023 up to March 6, 2026. Mr. Inder Arora who was appointed as Manager under the Companies Act, 2013 with effect from October 15, 2021, consequent his appointment as Director, has resigned as Manager effective at the end of the day on March 6, 2023.

Ms. Preeti Mohanty has assumed office in a global role as Vice President, Finance of ITS EMEIA, consequently, she stepped down from the office of Chief Financial Officer effective at the and of the day on March 6, 2023 Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 are

23. PARTICULARS OF EMPLOYEES

The statement of Disclosure of Remuneration as required to be disclosed under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules"), is appended as Annexure – C to the Report. The information as per Rule 5(2) of the Rules, forms part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Rules, this Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company.

24. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Your Company is committed to conducting its business with the highest standards of ethics, integrity, and transparency across its operations, in compliance with the applicable laws and regulations. In line with a strong commitment to governance and compliance, vigil mechanism as envisaged in the Act, the Rules prescribed thereunder and the SEBI Listing Regulations has been implemented through the Company's Whistle Blower Policy encompassing various elements and components in an integrated manner.

The Code of Conduct of your Company serves as a guide for daily business interactions, reflecting your Company's standard for appropriate behavior and living corporate values. The Code of Conduct is applicable to all employees of the Company. An Ethics Committee has been constituted to administer this Policy.

The suppliers and vendors of the Company are also required to adhere to Code of Conduct as it is a prerequisite for conducting business with your Company.

The Company has a Whistle Blower Policy in place, which is the mechanism for directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct, violations of legal or regulatory requirements, incorrect or misrepresentation in any financial statements and reports etc. This policy covers reporting of any violation, wrongdoing or non-compliance, including without limitation, those relating to the Code of Conduct, policies and standard procedures of the Company, and any incident involving leak or suspected leak of unpublished price sensitive information (UPSI) or unethical use of UPSI in accordance with (or under) the SEBI (Prohibition of Insider Trading) Regulations, 2015. The policy provides for adequate safeguards against victimization of those who avail the mechanism and also provides for direct access to the Chairman of Audit Committee in exceptional cases. The Audit Committee of the Company oversees the implementation of the Whistle Blower Policy.

Detailed update on the functioning of the Whistle-Blower Policy and compliance with the Code of Conduct has also been provided in the Corporate Governance Report, forming part of this report.

The Whistle Blower Policy can be accessed on the website of the Company at www.irco.com

25. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company has in place a Nomination and Remuneration Committee in accordance with the requirements of the Act read with the rules made thereunder and Regulation 19 of the SEBI Listing Regulations. Your Board has adopted a Remuneration Policy for identification, selection and appointment of Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company. The Policy provides criteria for fixing remuneration of the Directors, KMPs, SMPs as well as other employees of the Company.

The Board, on the recommendations of the Nomination and Remuneration Committee, appoints Director(s) of the Company based on his/her eligibility, experience and qualifications and such appointment is approved by the Members of the Company at General Meetings or by way of e-Voting/postal ballot. Generally, the Executive Directors and Independent Directors are appointed for a period of five years. The Executive Directors, KMPs and SMPs shall retire as per the applicable provisions of the Act and the policy of the Company. While determining remuneration of the Directors, KMPs, SMPs and other employees, the Nomination and Remuneration Committee ensures that the level and composition of remuneration are reasonable and sufficient to attract, retain and motivate them and such remuneration comprises a balance between fixed and variable pay reflecting performance objectives appropriate to the working of the Company and its goals. Annual increments are also approved by the Nomination and Remuneration Committee. Remuneration to Directors is paid within the limits as prescribed under the Act and the limits as approved by the Members of the Company, from time to time. The remuneration policy of the Company is uploaded on its website at www.irco.com

26. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act, SEBI Listing Regulations and the Remuneration Policy of the Company, your Company conducts a Board Evaluation process for the Board of Directors as a whole, Board Committees and also for the Directors individually by seeking responses/inputs from all the Directors to an assessment questionnaire. A structured questionnaire was prepared after taking into consideration inputs received from the directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, independence, governance, ethics and values, adherence to corporate governance norms, interpersonal relationships, attendance and contributions to the meetings etc.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairperson of the Board, who were evaluated on parameters such as participation and contribution by a director, commitment, including guidance provided to the senior management outside of Board / committee meetings, effective deployment of knowledge and expertise, effective management of relationship with various stakeholders, independence of behaviour and judgment etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson was carried out by the Independent Directors. The evaluation process has been explained in the corporate governance report. The Board reviewed the evaluation results as collated by the Nomination and Remuneration Committee. Further, in a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and its Chairman was evaluated as stipulated under the SEBI Listing Regulations. The Chairperson, based on the Evaluation done by the Directors, informed that the performance of Directors are satisfactory and they are recommended for continuation as Directors of the Company.

In line with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017, the Company has adopted the criteria recommended by the SEBI.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, your Company has not given any loans or provided any guarantees or made any investments within the meaning of Section 186 of the Act. There is no instance to report the difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof. Hence, no further disclosure are required to be made under this section.

28. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties were in ordinary course of business and on arm's length basis in accordance with the provisions of the Act. Your Company has formulated a policy on Related Party Transactions which has been uploaded on website of the Company at www.irco.com All transactions with related parties were reviewed and approved by the Independent Directors who are members of the Audit Committee in accordance with the SEBI Listing Regulations and are in accordance with the Policy on Related Party Transactions, formulated and adopted by the Company. Prior omnibus approval of the Independent Directors who are members of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all Related Party Transactions is placed before the Audit Committee for their review on a quarterly basis.

There are no materially significant related party transactions entered into by the Company with its promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The details of the related party transactions as per Indian Accounting Standards (Ind AS) – 24 are set out in Note No. 35 to the Financial Statements of the Company. The Company in terms of Regulation 23 of the SEBI Listing Regulations submits, within stipulated time from the date of publication of its financial results, disclosures of related party transactions on a consolidated basis to the stock exchanges.

Particulars of contracts or arrangements with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure - E in Form AOC-2 and forms part of this report.

29. CORPORATE GOVERNANCE

At the Company, we ensure that we comply with the corporate governance guidelines and best practices sincerely, to boost long-term shareholder value and to respect minority rights. The Company considers it an inherent responsibility to disclose timely and accurate information regarding its operations and performance, as well as the leadership and governance of the Company.

Pursuant to Regulation 34 read with Schedule V of SEBI Listing Regulations, a separate report on Corporate Governance has been set out in Annexure – F forming part of this report along with the compliance certificate from Mr. Natesh K, Company Secretary in practice confirming compliance with the requirements of Corporate Governance.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as stipulated under Regulation 34(2)(f) of SEBI Listing Regulations read with National Guidelines on Responsible Business Conduct (NGRBC), issued by Ministry of Corporate Affairs is set out in Annexure G forming part of this report.

31. RISK MANAGEMENT POLICY

Pursuant to the requirement of Regulation 21 of the SEBI Listing Regulations, the Company has constituted a Risk Management Committee (RMC), consisting of Board members and senior executives of the Company. The policy includes the identification therein of elements of risk, which in the opinion of the board may threaten the existence of the Company. The Audit Committee has additional oversight in the area of financial risks and controls. The Company has in place a Risk Management framework to identify, evaluate business risks and challenges.

All properties and insurable interests of the Company have been fully insured.

32. DIRECTORS AND OFFICERS INSURANCE (D&O)

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has taken Directors and Officers Insurance ('D&O') for all its Directors and members of the Senior Management.

33. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company believes that every employee should have the opportunity to work in an environment which is free from any kind of behavior or conduct which could be considered as sexual harassment. The Company is committed to treating every employee with dignity and respect. The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) consultants, trainees, volunteers, third parties and/or visitors at all business units or functions of the Company are covered by the said policy. An Internal Compliance Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

The Company periodically conducts training sessions and workshops for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act. The Company had mandated all employees to undergo online training on Prevention of Sexual Harassment (POSH). The Company has filed Annual Return pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to appropriate authority.

The following is a summary of sexual harassment complaints received and disposed off during the year:

34. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations provided to them, your Directors, pursuant to Section 134 (3) (c) of the Act, state: (a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same; (b) that appropriate accounting policies have been selected and applied consistently and have 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 March 31, 2023 and of the profit and loss of the Company for the year ended on March 31, 2023; (c) that 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 the Company and for preventing and detecting fraud and other irregularities; (d) that the annual accounts have been prepared on a going concern basis; (e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively; and (f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

35. ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their gratitude and appreciation to all employees of the Company for their whole-hearted efforts as well as their hard work, dedication and collective contribution to the Company's performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers and all other business associates for their continued support to the Company and for the faith reposed in the management.