Shareholders meeting

INDIAN METALS & FERRO ALLOYS LIMITED imfa IMFA Building Bhuhanes.war -7Sl0lll ~it. July, 2026 Odisha, India Corporate Identity No. L27101ORI961PLC000428 The Listing Department The Deputy General Manager TEL +916742611000 National Stock Exchange of India Ltd. (Corporate Services) +91 674 2580100 Exchange Plaza BSE Limited FAX +91 674 2580020 Plot No.C/1, G. Block Floor 25, P.J. Towers +91 674 2580145 Bandra-Kurla Complex Dalal Street, Fort mail@imfa.in Bandra (E) Mumbai-400001 Mumbai-400051 Stock Code : 533047 www.imfa.in Stock Symbol & Series : IMFA, EQ Sub.: Notice of 64th AGM & Annual Report for FY 2025-26 Dear Sir, Enclosed please find herewith a copy of the Notice of 64th Annual General Meeting of the Company to be held on Tuesday, the 04th August 2026 at 3.00 P.M. through Video Conference / Other Audio Visual Means along with a copy of Annual Report for the Financial Year 2025-26 for your information and record. Thanking you, Yours faithfully For INDIAN METALS & FERRO ALLOYS LTD (S Jay) Company Secretary & Compliance Officer Membership No: F4001 Encl: As above Notice imfa INDIAN METALS & FERRO ALLOYS LIMITED (CIN: L27101OR1961PLC000428) Registered Office: IMFA Building, Bomikhal Rasulgarh, Bhubaneswar – 751010, Odisha Email: investor-relation@imfa.in, Website: www.imfa.in, Phone: 0674-2611000, Fax: 0674-2580020, 2580145 Notice of Annual General Meeting NOTICE is hereby given that the 64th Annual General Meeting “RESOLVED THAT pursuant to the provisions of Section 152 (AGM) of the members of Indian Metals and Ferro Alloys Limited and other applicable provisions, if any, of the Companies will be held on Tuesday the 04th August, 2026 at 03:00 PM Indian Act, 2013, and in accordance with the Articles of Association Standard Time (“IST”) through Video Conferencing/ Other Audio- of the Company, Mr Bijayananda Mohapatra (holding Visual Means (“VC/OAVM”) to transact the following business: DIN: 09489095), who retires by rotation at this Annual General Meeting and being eligible, has offered himself for ORDINARY BUSINESS: re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation, on 1. To receive, consider and adopt the Audited Standalone the same terms and conditions as mentioned in Special Financial Statement and Consolidated Financial Statement Resolution (Resolution No. 2) passed at the meeting of of the Company for the year ended 31st March 2026 together members on 12th March 2025 through postal ballot.” with the Reports of the Directors and the Auditors thereon. To consider and, if thought fit, to pass with or without SPECIAL BUSINESS: modification(s), the following resolution as an 4. Ratification of Cost Auditors’ Remuneration Ordinary Resolution: To consider and, if thought fit, to pass with or without “RESOLVED THAT the audited Standalone and Consolidated modification(s), the following resolution as an Financial Statements of the Company for the financial year Ordinary Resolution: ended 31st March, 2026 together with the reports of the Board of Directors and the Auditors thereon be and are “RESOLVED THAT pursuant to the provisions of Section 148 hereby received, considered and adopted.” and other applicable provisions, if any, of the Companies Act, 2. To confirm the payment of Interim Dividend and 2013 and the rules made thereunder (including any statutory to declare Final Dividend on equity shares for the modification(s) or re-enactment thereof for the time being in Financial Year 2025-26. force), the remuneration of H1,00,000/- (Rupees One Lakh Only) plus out of pocket expenses and applicable taxes as To consider and, if thought fit, to pass with or without approved by the Board of Directors to be paid to M/s S.S. modification(s), the following resolution as an Sonthalia & Co, Cost Accountants (Firm Registration No: Ordinary Resolution: 000167) appointed by the Board of Directors, to conduct the “RESOLVED THAT Interim Dividend at the rate of H5/- audit of cost records of the Company for the financial year (Rupees Five only) per equity share on 5,39,54,106 equity ending 31st March, 2027, be and is hereby ratified. shares of face value of H10/- each paid to the members RESOLVED FURTHER THAT the Board be and is hereby whose name appeared on the Register of Members on 11th authorized to take all such actions and to do all such acts, November 2025 be and is hereby approved and confirmed. deeds, matters and things as may be considered necessary, RESOLVED THAT pursuant to recommendations made by desirable and expedient for giving effect this resolution.” the Board of Directors of the Company, a final dividend of H 7.50/- (Rupees Seven and Paise Fifty Only) per equity share 5. Enhancement in remuneration payable to on 5,39,54,106 equity shares of face value of H 10/- each be Mrs Shaifalika Panda declared for the year ended 31st March 2026 and the said To consider and, if thought fit, to pass with or without dividend be paid to all members whose names appear on modification(s), the following resolution as an the Register of Members as on the Record date.” Ordinary Resolution: 3. To appoint a Director in place of Mr Bijayananda Mohapatra “RESOLVED THAT pursuant to the provisions of Section (holding DIN: 09489095) who retires by rotation and, 188(1)(f) and all other applicable provisions of the being eligible, offers himself for re-appointment. Companies Act, 2013 read with the Rules made thereunder To consider and, if thought fit, to pass with or without (including any statutory modifications(s) or re-enactment modification(s), the following resolution as an thereof, for the time being in force), applicable regulations of Ordinary Resolution: Securities and Exchange Board of India (Listing Obligations Indian Metals & Ferro Alloys Limited and Disclosure Requirements) Regulations, 2015, and based (f) Earned/Privilege Leave on the recommendation and approval of the Nomination On full pay as per rules of the Company. and Remuneration Committee, Audit Committee and Board, approval of the shareholders be and is hereby accorded (g) Leave encashment to enhance the remuneration payable to Mrs Shaifalika In accordance with the rules of the Company. Panda, Chief of CSR who is related to Mr Subhrakant Panda, Managing Director, and Mr Baijayant Panda, Vice Chairman (h) Performance Pay of the Company, holding an office or place of profit, for a Subject to a maximum of 150% of Salary as period of 6 (six) years with effect from 01st June 2026 till 31st mentioned in (I) above per annum to be decided May 2032 on the following terms and conditions which will by Nomination and Remuneration committee. be payable after approval of shareholders: B) INCREMENT: A) (I) SALARY: The remuneration set out in paragraph A above shall be H 4,00,000/- (Rupees Four Lakh Only) per month increased subject to a maximum of 30%, based on the for a period of first 3(three) years effective from recommendation of the Nomination and Remuneration 1st june, 2026. Committee and subject to approval of the Board, for a further period of three years with effect from 01st June 2029 (II) PERQUISITES: as per rules of the Company. (a) Personal Pay RESOLVED FURTHER THAT the consent of the members be H 2,62,000/- (Rupees Two Lakh Sixty-Two and is hereby accorded to the Nomination & Remuneration Thousand Only) per month. Committee/Board of Directors of the Company, to finalise and decide the revisions in the remuneration payable to (b) Goodwill Mrs Shaifalika Panda from time to time in accordance with 12,000/- (Rupees Twelve thousand only) the Company’s policy on performance measurement and per annum. such other applicable/ relevant policies and to perform and (c) Company’s contribution towards Provident Fund execute all such acts, deeds, matters and things (including and Superannuation Fund. delegating such authority), as may be deemed necessary, proper or expedient to give effect to this resolution and for As per rules of the Company subject to a ceiling th [Showing first 8,000 characters — download PDF for full document]