Your Directors take pleasure in presenting Statement of Accounts, both on Consolidated and Standalone basis, for Financial Year (FY)
2024-25 together with Report of the Auditor's.

Financial Results

Financial Results for FY 2024-25 are summarized below : (' in Millions)

Consolidated Standalone

During FY 2024-25 however the shining star of the Global Steel Industry was India which continued its multi-year trend and recorded
a growth of 6.3%. As the number two producer Worldwide, this reflects favourably on our plan from 2021 to focus on Domestic Market
growth.

Despite these challenging conditions, which led to adversely impacting Ratios mentioned hereinbefore compared to those of preceding
FY 2023-24, your Company achieved above Consolidated and Standalone financial performance for FY 2024-25 and your Directors are
satisfied therewith.

Turning to FY 2025-26, however for our Business the changes to restructuring of British Steel will be positive for our UK operations. In
USA, we are now seeing early signs of recovery and is expected to be positive for US Domestic Manufacturing and improve the Steel
production landscape.

In FY 2025-26 Steel production in India reflects tremendous growth of 6.9% year on year and offers the perfect background for our
domestic production expansion punctuated by the Visakhapatnam plant where during the year we completed the full production make¬
up of the plant with the addition of the Mag Carbon (Magnesia Carbon, Alumina Magnesia Carbon & Alumina SiC Carbon) Brick plant to
those already completed and fully integrated i.e Casting Flux Plant, Large Precast Shapes including RH Degassed Snorkels Plant and the
Monolithics Plant and modernization of our Plant Equipment and processes at Kandla, Gujarat and Rourkela, Odisha .

During FY 2024-25, your Company has also entered the Non-ferrous refractory segment; a move believed to hold immense promise for
the future. This is a well-planned strategic expansion aimed at diversifying our product portfolio which will open opportunities for your
Company in Cement, Glass, Coke, Gasification Sectors which are expected to become important contributors to our future growth. As
part of this new segment your Company have a technology transfer from our Sheffield operations, particularly in the Iron Segment, to our
Indian facilities. We expect this technology transfer to be completed by Q1 FY26, which will enhance your Company's product capabilities
and cost efficiency in India.

Rounding out the strategy your Company entered into a Joint Venture (JV) Agreement on 14th October 2024 with Marvels International
Group Co Ltd of Seychelles and Marvel Refractories (Anshan) Company Limited of P R China and pursuant thereto IFGL-Marvels
Refractories Limited has been incorporated. This 51% JV will establish a greenfield manufacturing facility focused on producing basic
fired magnesite spinel bricks, basic fired magnesite bricks, and fired magnesia chrome bricks. Your Company has already acquired land in
Bhachau, Kutch District, Gujarat, marking a critical step in your Company's long-term expansion strategy.

Your Company during FY 2024-25 received several accolades. Your Directors are confident that your Company is on the right path. Going
forward, results thereof will be visible in Company's Performance.

Dividend and Bonus Shares

Your Directors have declared an Interim Dividend for FY 2024-25 @ 60 % i.e. ' 6/- per Equity Share of ' 10/- each face value at their meeting
held on 7th May 2025, which has already been paid. Following Dividend Policy of the Company, your Directors have recommended
further payment of Final Dividend of 10 % i.e. Re. 1/- per Equity Share for FY 2024-25, subject to your approval at ensuing Annual General
Meeting (AGM) and deduction of tax at source. Total Dividend for FY 2024-25 is ' 7/- per Equity Share i.e. 70%.

As a measure to reward you the Shareholders, your Directors in their meeting held on Saturday, 24th May 2025 have also approved
issuance of Bonus Share in the ratio of 1:1 to eligible Shareholders of your Company, subject to necessary approvals and or permissions
including yours. In this connection, your Company's Authorised Share Capital will also be increased following procedure specified
therefor.

Industry Review, Future Outlook and Expansion Plans

Indian Refractory Market is critical for India's industrial growth, primarily serving high-temperature applications in Steel, Cement, Glass
and Non-Ferrous Metal Sectors. With strong momentum driven by India's expanding infrastructure, manufacturing and construction
sectors, it is expected that Indian Refractory Market will grow at a CAGR of 5.7% during the period 2025-31. Key industry drivers for the
Refractory Industry are the following :

• Steel Industry Demand - With 70% of Domestic Refractory consumption linked to the Steel Sector, India's rising steel production
fueled by Government led infrastructure Investments has been a primary growth engine.

• Industrial Diversification - Other key consumers include Cement, Glass, and Non-Ferrous Metal. These sectors have seen steady
expansion, contributing to broader refractory demand. ³

The Steel Industry in India has been one of the strongest markets for many years with strong economic fundamentals and ambitious
growth agenda. India is well positioned to remain a key engine of demand for the foreseeable future offering significant opportunities
for your Company and the broader industry.

In 2021 your Company correctly identified the need to completely change its focus towards the Domestic Market which required the
Company to re-engineer many things including stating and rolling out the Core Values of your Company i.e Integrity, Agility, Sustainable
Growth, Innovation and People first for the first time in the history of your Company. This brought a central guiding focus on what it
means to be in your Company, providing strong foundations as we added to the legacy of the Company.

Today we can proudly state that Domestic Business of your Company has tripled since we started this process and in another very
important metric turned our domestic percentage of Total Standalone business from 41 % in FY 2020-21 to 72% in FY 2024-25.

Research Centre

IFGL had reverse engineering approach to new product development and therefore had no technical IP, a major anchor to our growth.
Your Company planned and built a State-of-the-Art Research Centre.

As the largest 100% Indian-owned Multinational Refractory Company, your Company bears a strong responsibility toward Environmental
Stewardship and Sustainable Innovation. In a historic first, your Company has established a dedicated Research Centre, bringing together
a team of scientists and technologists committed to the principle of creating more from less.

A key focus of this initiative lies in the development of advanced, high-performance Refractory formulations designed to extend
campaign life, thereby significantly reducing specific consumption and environmental impact.

Additionally, your Company has made substantial progress in the area of recycling materials returned from Steel Mills. Supported by
rigorous research, these efforts include meticulous sorting, grading, and the reintegration of materials into production processes.
With deep in-house knowledge and technical expertise, your Company is successfully reintroducing these resources into existing
formulations—driving efficiency, reducing waste, and strengthening its commitment to sustainability.

Your Company have also lined up several green field projects prominent one being manufacturing of DBM Bricks in Khurdha (Odisha,
India).

Your Directors are optimistic about long-term demand for high performance Refractory Solutions and are focusing on innovation, cost
optimization and strategic expansion to ensure that your Company and its Subsidiaries are well positioned to capitalize on recovery and
future growth opportunities in both Domestic and International Markets.

Subsidiaries, Joint Ventures and Associate Companies

Your Directors are of the view that your Company's Subsidiaries' performed satisfactorily during FY 2024-25. Your Directors are hopeful
that with signs of macro economic factors stabilizing, your Company's Subsidiaries' performance will improve substantially in FY 2025-26.

Pursuant to JV Agreement, a new Joint Venture Company with limited liability, IFGL-Marvels Refractories Ltd. incorporated on 24th
December 2024, is also a Subsidiary of your Company.

Special purpose LLC, EIC Acquistion LLC was established on 13th September 2024 by EI Ceramics LLC.

Form AOC-1, containing financial information of Subsidiary Companies, form part of this Report as Annexure 'D'. Shareholders who
wish to obtain the complete Statement of Accounts and detailed information about Subsidiary Companies can send their requests at the
Registered Office of the Company. They are available for inspection electronically to the members during working hours on working days
(excluding Saturday) provided prior request therefor is sent at investorcomplaints@ifgl.in and are also available on Company's website :
www.ifglgroup.com .

Consolidated Financial Statements

Amidst the global challenges, your Company's Consolidated financial performance demonstrated stability and resilience. On a
consolidated basis, your Company achieved modest Total Income growth of 1% for the full year, with EBITDA margins at 8.7%.

While the global landscape remained uncertain and warranted a cautious approach, said period of volatility has been used to restructure
and optimize businesses of your Company's overseas Subsidiaries, ensuring that they are well-positioned to respond swiftly when
opportunities emerge.

In accordance with IND AS 110 and other relevant provisions particularly Section 129(3) of the Companies Act, 2013 (hereinafter referred
to as 'the Act') Consolidated Financial Statements duly audited by Statutory Auditors, M/s S R Batliboi & Co. LLP (Regd No. 301003E/

E300005) form part of the Annual Report. Consolidated Financial Statements have been prepared considering Financial Statements of
Subsidiary Companies and Reports of Auditors relating thereto wherever applicable.

Cash Flow Statement

As required under Regulation 34 of the SEBI LODR, 2015, Cash Flow Statement for FY 2024-25 forms part of the Annual Report.

Business Responsibility and Sustainability Report

Following provisions of Regulation 34(2)(f) of SEBI LODR, 2015, Business Responsibility and Sustainability Report for FY 2024-25 of
your Company, form Annexure 'A' to this Report. Following Circulars issued both by National Stock Exchange of India Limited (NSE)
and BSE Limited (BSE), said report has been hosted at https://ifglgroup.com/wp-content/uploads/2025/07/Business Responsibility
Sustanability Report.pdf

Corporate Governance Report and Independent Auditors Report thereon

Corporate Governance Report (CG Report) pursuant to provisions of Regulation 34(3) read with Schedule V(C) of the SEBI LODR, 2015,
along with Independent Auditors Report of M/s S R Batliboi & Co. LLP on compliance of conditions of Corporate Governance form part
of this Report and is annexed as Annexure 'B'.

Vigil Mechanism, Prevention of Sexual Harassment etc

Your Company have in place Policies including Vigil Mechanism (Whistle Blower), Prevention of Sexual Harassment, Insider Trading
and Risks Management etc, which are commensurate to nature and size of Company's business and strengthened from time to time.
Said Policies are also appearing at https://ifglgroup.com/investor/policy/ . During the year under review, no complaint and/or alert
was received under said Policies. Internal Complaints Committees following provision of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 are also in place and functioning at each of the Manufacturing Facility and at Head &
Corporate Office of your Company.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, Annual Return as on 31st March 2025, is available at Company's website
at https://ifglgroup.com/wp-content/uploads/2025/07/Annual-Return.pdf .

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Prescribed particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required
under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure 'C' hereto.

Transactions with Related Parties

During FY 2024-25, your Company entered into transactions with Related Parties in ordinary course of its business at arm's length only.
Since none of the transaction with Related Parties fell within scope of Section 188(1) of the Act, Related Party Transactions as required
under Section 134(3)(h) of the Act in Form AOC-2 are not required to be disclosed and thus does not form part of this Report.

During the year under review your Company did not enter any Material Related Party Transactions i.e transactions exceeding ? 1000 crore
or 10% of Company's Annual Consolidated Turnover as per last Audited Financial Statements.

Related Party disclosures as per Ind AS 24 have been provided in Notes to Accounts annexed to the Financial Statements.

Deposits from Public

Your Company did not accept any Deposits from the Public during FY 2024-25 too.

Internal Controls of the Company

Your Company have in place established Internal Control system designed to properly record financial and operational information and
compliances of various Internal Controls and other regulatory and statutory requirements. Internal Control system is commensurate to
size, scale and complexity of Company's business operation and with the help of external and Internal Auditors functioned satisfactorily
and effectively during the year under review. Said System was periodically reviewed and changes made wherever and whenever
necessary. In view of overall expansion of Indian operations of your Company and also to strengthen Internal Control System. Further,
your Directors on the recommendation of Audit Committee, have set up in-house Internal Audit Department, which is functional from
1st April 2025.

Internal Financial Controls : Your Company has in place adequate Internal Financial Control Systems.

Disclosures

Your Company has neither given Loans nor Guarantees nor made Investments exceeding limits specified under Section 186 of the Act.

Other Disclosures including those to be made as per Section 134(3) of the Act read with Rules framed for the purposes thereof and those
in SEBI LODR, 2015 have been included in Annexures forming part of this Report and also in Audited Statement of Accounts and Notes
thereto. For the sake of brevity, they have not been reproduced herein again. CG Report contains details of meetings of your Board of
Directors and Committees thereof held during FY 2024-25 and attendance thereat.

Following Regulation 17(8) read with Part B of Schedule II of SEBI LODR, 2015, Certificate on Financial Statements has been received from
Director and Chief Executive Officer India and Chief Financial Officer of the Company.

Your Company have continued to place utmost importance to IT Security and strengthened the same including by introducing Checks
and Balances. As a significant step in its digital transformation journey, your Company on 10th February 2025 have gone live with SAP S4
HANA. This will strengthen Company's resource planning thereby enhance efficiency, agility and innovation.

Directors Responsibility Statement

Your Directors state that :

(a) in preparation of Annual Accounts, applicable Accounting Standards have been followed.

(b) Accounting Policies selected and applied are consistent and judgements and estimates made are reasonable and prudent so as to
give a true and fair view of the State of Affairs of the Company at the end of the FY and of the Profit and Loss of the Company for that
period.

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of the
Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the Annual Accounts have been prepared on a Going Concern basis.

(e) Internal Financial Controls i.e. Policies and Procedures for ensuring orderly and efficient conduct of business, including adherence
to Company's Policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the
accounting records and timely preparation of reliable financial information, have been laid down and that such controls are adequate
and operating effectively.

(f) proper systems to ensure compliance with provisions of all applicable laws have been devised and that such systems are adequate
and operating effectively.

Financial Statements for FY 2024-25 have been Audited in accordance with Accounting Principles Generally Accepted in India as indicated
in Report of the Statutory Auditors.

CSR, Human Resource and Industrial Relations

Your Company's CSR initiatives and activities are aligned with the requirements of Section 135 of the Act. The CSR Policy of your Company
and initiatives undertaken by the Company on CSR activities during the year are included in Annual Report prepared in compliance with
the Companies (Corporate Social Responsibility Policy) Rules, 2014, which form part hereof as Annexure 'E. Other details relating to
Company's CSR are forming part of CG Report.

Details of Nomination and Remuneration Committee (NRC) are also provided in the CG Report. The Nomination and Remuneration
Policy adopted by your Directors based on recommendation of NRC is available at https://ifglgroup.com/wp-content/uploads/2025/03/
nomination an remuneration policy2018.pdf. Said Policy inter-alia provides for matters concerning appointment and remuneration of
Directors including criteria for determining qualifications, positive attributes, Independence of Directors and those provided in Section
178(3) of the Act.

An Annexure containing information in accordance with the provisions of Section 197(12) of the Act and read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report as Annexure 'F.

During FY 2024-25, 8 (eight) persons (including Executive Directors) employed with your Company received Remuneration of '10.2
million per annum or more or ' 0.85 million per month or more. As on 31st March 2025, your Company had directly employed 1,527
people worldwide including 1,218 in India.

During the year under review, your Company continued with 5S initiative and ensured active participation of employees. This has further
enhanced operational efficiency and fostered a culture of ownership and engagement across your Company.

Your Company firmly believes that "The People are the Company" and it accordingly started the 'People First' program which continues
to grow day by day towards the goal of making your Company one of the best places to work in India. Under this program,the HR system
has been refined to prioritize employee engagement, well-being and professional growth with a key focus on enhancing work-life
balance and ensuring employees feel valued and supported in both their professional and personal lives. Additionally your Company's
compensation and benefits continue to remain highly competitive within the Industry, reaffirming its commitment to recognizing and
rewarding its workforce.

Recognising that people are central to performance, your Company have invested in strengthening its sales and site services teams,
along with technical sales support functions. These efforts ensure that both Customers and On-Site teams are fully equipped to maximize
the value and effectiveness of your Company's products.

Your Company has also established a robust Indian Executive Team led by Director and Chief Executive Officer India with top class Chiefs
in Finance, Research, Operations, Procurement and Human Resources. This structure has enabled faster and more effective decision-
makng, reinforced agility at the top and strengthened execution on the ground.

Industrial Relations continued to remain cordial in your Company.

Directors and Key Managerial Personnel (KMPs)

You are already aware that Managing Director of the Company, Mr James Leacock McIntosh (DIN : 09287829) will step down as the
Managing Director effective 31st August 2025. He will thereafter be an Advisor. Mr Mihir Prakash Bajoria (DIN : 09346426) (hereon
Mr M P Bajoria), presently Chairman of Company's UK Subsidiary, Monocon International Refractories Limited, will assume the position
of Managing Director effective 1st September 2025. As a step in that direction, your Directors have appointed Mr M P Bajoria as an
Additional Director of the Company at their meeting held on 24th May 2025 to hold such office until end of ensuing AGM.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet
criteria of Independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI
LODR, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

All of the Directors, Key Managerial Personnel, Senior Management and other Management Personnel as on 31st March 2025, have
confirmed compliance of Code of Conduct for Board of Directors including Independent Directors, Key Managerial Personnel, Senior
Management and other Management Personnel of the Company. This Code continues to help the Company maintain standard of ethics
and ensure compliance of legal requirements applicable.

Particulars of Company's Key Managerial Personnel, as per Section 203 of the Act are appearing at Note 36 of Audited Statement of
Accounts. During FY 2024-25, Mr Sikander Yadav served as Chief Financial Officer (CFO) for the period 3rd June 2024 to 12th September
2024. Mr Amit Agarwal ceased to be CFO w.e.f 3rd June 2024 and was again appointed as CFO w.e.f. 9th November 2024. Company
Secretary of the Company, Mrs Mansi Damani continued to be one of the Company's Key Managerial Personnel .

Performance Evaluation

Evaluation of performance of your Company's Board of Directors and its Committees and Individual Directors including Independent
Directors and Chairman of Board has been carried out in accordance with the provisions of the Act and SEBI LODR, 2015. Outcome is
that the Board and its Committees have been functioning satisfactorily and flow of information has been commensurate to the nature
of business and size of your Company. Your Directors received briefings on key matters including regulatory, which helped to enhance
their performance.

Cost Auditor

Your Directors have re-appointed M/s Mani & Co., Practicing Cost Accountants as Cost Auditors of the Company for FY 2025-26. Your
approval for payment of remuneration not exceeding '5 (five) lakhs to them is being sought inasmuch as an Ordinary Resolution has
been included in Notice of ensuing AGM.

In accordance with the provisions of Section 148 of the Act, your Company maintained Cost Records and Accounts during FY 2024-25.
Cost Audit Report for FY 2023-24 was filed with the Ministry of Corporate Affairs within prescribed time limit.

Secretarial Auditor

Pursuant to Provisions of Section 204 of the Act and Rules framed thereunder, the Company had appointed Practicing Company
Secretaries, M/s P Sarawagi & Associates to carry out Secretarial Audit of the Company for FY ended 31st March 2025. Their Secretarial
Audit Report in Form MR-3 form part hereof as Annexure 'G. They have also issued Secretarial Compliance Report in compliance of

Regulation 24A of SEBI LODR, 2015, for Financial Year 2024-25. Both Secretarial Audit Report and Secretarial Complaince Report are free
from qualification, reservation or adverse remarks or disclaimer.

Following Regulation 24A of SEBI LODR, 2015 and provisions of Section 204 of the Act and Rules and Regulations made thereunder and
other applicable provision(s) , your Directors recommend appointment of Practicing Company Secretaries , M/s P Sarawagi & Associates
[Proprietor Mr P. K. Sarawagi (Membership No. : FCS 3381 and C.P. No. : 4882)] as Secretarial Auditor of our Company for a term of 5 (five)
years i.e. beginning immediately after conclusion of 18th Annual General Meeting to hold office until conclusion of 23 rd Annual General
Meeting of the Company i.e from FY 2025-26 to FY 2029-30, for carrying out Secretarial Audit subject to your approval at ensuing AGM.

Statutory Auditors

M/s S R Batliboi & Co. LLP (Regd No. 301003E/E300005), Chartered Accountants were re-appointed as Statutory Auditors of the Company
for second term of 5 (five) consecutive years from conclusion of 17th AGM held on 31st July 2024 until conclusion of 22nd AGM of the
company to be held in the year 2029.

Their Reports on Statement of Accounts for FY 2024-25 on Standalone and Consolidated basis are self-explanatory and do not contain
any qualification, reservations, adverse remarks or disclaimers except 2 (two) Emphasis of Matters.

Report on Fraud by Auditors

For the year under review, neither Statutory Auditors nor Cost Auditors nor Secretarial Auditors have reported any instances of frauds
committed in your Company by its Officers and/or Employees, to the Audit Committee/Board under Section 143(12) of the Act.

Material Changes and Commitments after the Financial Year

There have neither been any material changes and/or commitments, between 31st March 2025 and date of this report, affecting your
Company's financial position nor nature of your Company's Business.

Significant and Material Orders passed by the Regulators/Courts/Tribunals

During FY 2024-25, no Significant or Material Orders have been passed by any of the Regulators, Courts or Tribunals impacting the going
concern status of your Company and its future operations.

Annexures forming part of this Report

Acknowledgement

Your Directors extend their sincere appreciation to all employees, regardless of their level, for their unwavering dedication, hard work
and commitment. They also acknowledge invaluable support and co-operation received from all Stakeholders, with special gratitude to
you, the Shareholders.

On behalf of the Board of Directors of
IFGL Refractories Limited

S K Bajoria James L McIntosh

Kolkata Chairman Managing Director

24th May 2025 (DIN - 00084004) (DIN - 09287829)

1

Debtors Turnover Ratio = Revenue from Operations / Average Trade Receivables

2

Inventory Turnover Ratio = Cost of Goods Sold / Average Inventory
Company's Performance

FY 2024-25 has been another defining year for your Company, a year that tested its resilience, challenged its capabilities, and at the same
time, laid a solid foundation for the future.

Your Company operated in a highly volatile and unpredictable overseas environment. Fluctuating steel prices, global inflationary
pressures, and overall economic instability created significant headwinds across our Overseas Subsidiarys markets. Of the overseas
regional markets we participate, the hardest hit was North America at -4.2% which adversely affected our US operations. Whilst European
Markets showed growth in Steel Production both in EU27 and Eastern Sectors, closure of certain steel plants affected your Company's
Exports.

3

Government Initiatives - Programs like 'Make in India' , the National Infrastructure Pipeline and significant capital expenditure on
public works have boosted Domestic Manufacturing and Construction, supporting downstream industries such as refractories.