Interim Dividend

The Board of Directors in its meeting held on 2^nd November,

2023 had approved payment of interim dividend of Rs 7.50 per Equity Share (@ 75%) on 5,39,54,106 Equity Shares of the Company of the face value of Rs 10/- each fully paid- up, out of the profits for FY 2023-24. Interim dividend was paid to the shareholders as per their entitlement as on the Record Date i.e. 10^th November, 2023.

Special Dividend

The Board of Directors in its meeting held on 29^th March

2024 had approved payment of Special dividend ofRs 15/- per Equity Share (@ 150%) on 5,39,54,106 Equity Shares of the Company of the face value ofRs 10/- each fully paid-up, out of the profits for FY 2023-24. Special dividend was paid to the shareholders as per their entitlement as on the Record Date i.e. 8^th April 2024.

Final Dividend

In view of the excellent performance during the year under review, your Directors are pleased to recommend a final dividend of Rs 7.50 per equity share (@ 75%) on 5,39,54,106 equity shares of the face value ofRs 10/- each for the year ended 31^st March 2024, 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 and Special dividend will amount to total dividend of Rs30/- per equity share for FY 2023-24.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for the FY 2023-24 in the distributable retained earnings.

Operations

The operations of the your company during the year under review was exceptional with ferro chrome production of 264,119 tonnes (previous year: 244,505 tonnes), captive power generation of 1,171 Mils (previous year: 1,074 Mils), and chrome ore raising of 669,580 tones (previous year: 564,775 tonnes) being the highest ever.

Even as chrome ore raising crossed six lakh tonnes mark for the first time, it is pertinent to note that your Company has consistently followed in letter and spirit the practice

of value addition; ore raised from its mines is being used only for captive consumption, thus creating employment and maximising contribution to the exchequer.

Utkal 'C' Compensation

During the year under review, Office of Nominated Authority, Ministry of Coal, Government of India vide its Final Compensation Order dated 5^th December, 2023 has determined the valuation of compensation of free hold and lease hold land pertaining to Utkal 'C' Coal Mines at Rs 3,52,89,70,761/- (Rupees three hundred fifty-two crore eighty nine lakh seventy thousand seven hundred sixty one only) is payable to the Company's subsidiary viz. Utkal Coal Limited (UCL). UCL has received part compensation ofRs 131,52,57,422/-, and compensation towards valuation of Mine Infrastructure is under progress.

Scheme of Amalgamation

During the year under review, the Board of Directors of the Company at its meeting held on 02^nd November, 2023 approved a Scheme of Amalgamation in terms of Sections 230-232 of Companies Act, 2013 between Utkal Coal Limited (UCL or Transferor Company) and Indian Metals & Ferro Alloys Limited (Transferee Company) and their respective shareholders and creditors. Accordingly, the Company on 21^st November, 2023 filed application under Regulation 37 of SEBI (LODR) Regulations, 2015 with National Stock Exchange of India Limited and BSE Limited seeking their approval. Subsequently, since the amalgamation process of wholly owned subsidiaries is simpler, the Board of Directors of your Company has approved the acquisition of 52,00,000 (20.80%) shares from remaining shareholders of Utkal Coal Limited (UCL) to make it a Wholly Owned Subsidiary. Your Company and UCL, in their respective Board Meetings held on 29^th March, 2024, have given their consent to withdraw the earlier Scheme and submit the revised Scheme with the Stock Exchanges.

Expansion Project

The 100,000 tonnes per annum ferro chrome expansion project at Kalinganagar, Oajpur District, Odisha is progressing well with grant of environment clearance being recommended after the project proposal was reviewed by the Expert Appraisal Committee of the MoEF 8i CC on 15^th May, 2024. Meanwhile, order placement for major items is being finalised; and, disbursement of compensation to displaced families has been initiated by the District Administration. As such, construction is expected to commence later this year with commissioning targeted by mid-2026.

Diversification

In order to utilise surplus land and bulk material handling capacity available at one of the manufacturing locations, the Board of Directors has approved an investment to produce ethanol and by-products which will also diversify the product portfolio of your Company. Environment Clearance application has been submitted to MoEF 8i CC and is under consideration.

Annual Return

Number of Meetings of the Board

The Board met five times in financial year 2023-24 viz. on 30^th May, 2023, 26^th July, 2023, 2^nd November, 2023, 30^th January, 2024 and 29^th March, 2024 with the maximum interval between any two meetings not exceeding 120 days. The details of the composition of the Board and its Committees and the Meetings held and attendance of the Directors at such meetings are provided in the Corporate Governance Report.

Directors' Responsibility Statement

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 2024, the applicable accounting standards read with the requirements as set out under Schedule III to 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 2024 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.

Declaration Given by Independent Directors

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.

Business Responsibility and Sustainability Report

In terms of amendment dated 05^th May, 2021 to Regulation 34(2)(f) of the Listing Regulations, the Company has prepared Business Responsibility and Sustainability Report (BRSR) for the financial year 2023-24 on Environment, Social and Governance (ESG) parameters in the prescribed format as Annexure-1 which forms integral part of the Annual Report.

Policy on Directors' Appointment and Remuneration

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.

Statutory Auditors

M/s. SCV & Co. LLP, Chartered Accountants (Firm registration No. 0000235N/N500089), (hereinafter referred to as "SCV") were appointed as statutory auditors of the Company, for a period of 5 years, to hold office from conclusion of the 57^th Annual General Meeting until the conclusion of the ensuing 62^nd Annual General Meeting of the Company.

Although SCV is eligible for re-appointment, your Company approached M/s Walker Chandiok 8i Co. LLP, Chartered Accountants, a member firm of Grant Thornton International Limited (FRN: 001076N/N500013) having in-depth knowledge of the metals and mining sector, with an intent to appoint them as Statutory Auditors of the Company for a period of 5 (Five) years from the conclusion of this 62^nd AGM till the conclusion of 67^th AGM of the Company subject to approval of shareholders. M/s Walker Chandiok 8i Co. LLP, Chartered Accountants, have submitted their consent for appointment and also a requisite certificate, pursuant to the provisions of Section

139 8i 141 of the Companies Act, 2013, confirming eligibility 8i satisfaction of criteria for their appointment as Statutory Auditors of the Company. Upon the recommendation of the Audit Committee, the Board recommends the appointment of M/s Walker Chandiok 8i Co. LLP, Chartered Accountants, at the ensuing 62^nd Annual General Meeting for the approval of the Members of the Company. The necessary resolution seeking the approval for their appointment as the Statutory Auditors has duly been included in the notice of the ensuing 62^nd Annual General Meeting along with brief credentials and other necessary disclosures required under the Act and the Regulations.

The Auditors of the Company have not made any qualifications, reservations or adverse remarks or disclaimers in their audit report nor have they reported any fraud as specified under section 143(12) of the Companies Act, 2013.

Secretarial Auditor

The Company has appointed M/s Sunita Jyotirmoy 8i Associates, Company Secretaries to conduct secretarial audit and their Report is appended as Annexure-2.

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

Cost Auditor

Annual Evaluation by the Board

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.

Disclosure Under Section 197(12) of the Companies Act, 2013

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 2023-24:

(ii) the percentage increase in remuneration of each Director, Chief Financial Officer & Company Secretary and Chief Executive Officer, in the financial year 2023-24:

(iii) the percentage increase in the median remuneration of employees in the financial year 2023-24: 11.00

(iv) the number of permanent employees on the rolls of company: 2101

(v) average percentile increase already made in the salaries of employees other than the managerial personnel inthelastfinancialyearand 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: 44th

Percentile increase in the managerial remuneration: 65th

(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.

Particulars of Employees

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 2023-24 or a monthly remuneration of rupees eight lakh and fifty thousand or more during financial year 2023-24 are provided in the Annexure-5 forming part of the Report.

Public Deposits

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.

Vigil Mechanisam/Whistle Blower Policy

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.

Directors and Key Managerial Personnel

Mr Sudhir Prakash Mathur (DIN:00173775) retired from Independent Directorship of the Company w.e.f. end of the

day of 31^st March 2024 consequent to completion of his second term. The Board placed on record its appreciation of the valuable service rendered by him during his long tenure on the Board.

During the year Dr Barada Kanta Mishra (DIN: 07166746) was appointed as Non-executive Independent Director for a period of five years effective from 22^nd March 2024 which was approved by Shareholders through Postal ballot on 9^th May, 2024. Mr Nalini Ranjan Mohanty (DIN: 00237732) retires by rotation at the forthcoming Annual General Meeting of the Company and is eligible for re-appointment. Further, his term as Non-Executive Non-Independent Director, designated Chairman of the Company will be completed on 25^th July, 2024. Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors have re-appointed Mr Mohanty as Non-Executive Non-Independent Director and designated him as Chairman of the Company with effect from 26^th July, 2024 until the conclusion of next Annual General Meeting subject to approval of the Shareholders.

The Company has received notice under Section 160 of the Companies Act, 2013 signifying intention to propose him for the office of Director under section 152 of the Companies Act, 2013. The Board opines that the directors so appointed/re-appointed are of integrity and possess the requisite expertise and experience (including the proficiency).

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.

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF 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, transferredRs29,69,850/- being the unpaid and unclaimed dividend amount pertaining to Interim Dividend for FY 2016-17, to the IEPF authority.

Disclosure with Respect to Unclaimed Suspense Account

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.

Internal Financial Control Systems and their Adequacy

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.

Corporate Governance

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.

Significant and Material Orders Passed by the Regulators or Courts

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.

Subsidiary/Joint Venture Companies

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

Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

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.

The Company has not received any complaint in respect of sexual harassment during the financial year 2023-2024 nor was any complaint pending at the beginning or end of the financial year 2023-2024.

Disclosure Under Insolvency and Bankruptcy Code

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

Disclosure Under One Time Settlement

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

Compliance With Secretarial Standards

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.

Industrial Relations

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

Acknowledgement

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. Finally, your Directors would like to thank the shareholders, customers, Central and State Government and the public at large for their continued support and confidence.