Your Directors are pleased to submit the 104th Annual Report along with the AuditedBalance Sheet and Statement of Profit and Loss for the year ended March 31,2026, thatis, the year under review.
1. FINANCIAL SUMMARY OF THE COMPANY:
(Rupees in Lakhs)
2025-26
2024-25
Revenue from operations(including other income)
143,080
137,458
Gross Profit
37,180
37,876
(Less:) Depreciation/amortization expenses
(1,511)
(1,706)
(Less:) Finance Costs
(150)
(136)
Profit before exceptional itemand tax
35,519
36,034
Exceptional item
(Less): Employee benefitsexpense due to impact of labourcodes
(1,180)
Profit before tax
34,339
(Less): Provision for Current Tax
(9,422)
(9,148)
Add/(Less): Deferred Tax for theyear
645
(365)
Add/(Less): Tax relating to prioryears (net)
41
(8,736)
231
(9,282)
Net Profit
25,603
26,752
Other comprehensive income/(loss) (net of income tax)
17
(256)
Total comprehensive incomefor the year
25,620
26,496
Add: Balance in retainedearnings brought forward fromearlier years
27,172
24,352
52,792
50,848
Appropriations:
Dividends paid
25,254
23,676
Balance carried to Balance Sheetas retained earnings
27,538
Total
2. MANAGEMENT DISCUSSION AND ANALYSIS:
I. Overview of Ingersoll Rand in India
Ingersoll Rand is a leading manufacturer of industrial air compressors,providing comprehensive solutions including installation, commissioning andmaintenance under its key brands, which include Ingersoll Rand, CompAir,Gardner Denver, and Champion. The Company has a long history in India,dating back to 1921.
The new manufacturing facility at Sanand, Gujarat has been completed andthe same was inaugurated on October 13, 2025 in the presence of membersof Senior Leadership Team of Ingersoll Rand Inc. This is a state-of-the-artfacility with advanced capabilities in technology, operations, testing, andsustainability. The capitalization of installed assets has been completed,production at low scale/volume has begun and volumes are expected to growduring the next financial year 2026-27. It will play a pivotal role in launchingnew and localized air treatment and compression system applications.
Your Company is advancing its innovation roadmap with a clear focus on oil-free low-pressure solutions for the power and infrastructure sectors, whilescaling contact-cooled rotary technologies to meet the needs of the rapidlyexpanding Tier-2 industrial market.
Your Company is committed to making its customers successful. We prideourselves on innovation, and we aim to operate in a clear, straightforwardfashion. We aspire to be connected for life with our customers and embracethe responsibility that comes with that. We know they lean on us for essential,vital, and mission-critical solutions.
II. Industry Structure and Development:
Global Economic Scenario: Global growth is projected to slow to 2.5 per centin year 2026 before edging up to 2.8 per cent in year 2027, a downgradefrom earlier forecasts . The war in Middle East which commenced in endof February 2026, including the closure of the Strait of Hormuz, has led towhat the International Energy Agency has characterized as the "largest supplydisruption in the history of the global oil market". The conflict has echoedthe 1970s energy crisis through acute supply shortages, currency volatility,inflation and heightened risks of stagflation and recession. Interest ratereductions were expected to be postponed or conversely increased in light ofhigher inflation caused by supply shortages and speculation. Stock marketsexperienced declines globally and there was a global bonds market sell-off.
Despite the ceasefire announced on 8th April 2026, the Middle East conflicthas already delivered the largest energy supply shock on record. Oil outputfrom the Middle East fell by at least 9 million barrels per day in March, whiledamage to liquefied natural gas facilities may constrain global natural gassupplies for several years.
During year 2025, unexpected resilience to sharp increases in U.S. tariffs,supported by solid consumer spending and easing inflation, helped sustaingrowth. However, underlying weaknesses persist. Subdued investment andlimited fiscal space are weighing on economic activity, raising the prospectthat the world economy could settle into a persistently slower growth paththan in the pre-pandemic era.
Geopolitical fragmentation, trade barriers, and climate change portendrecurrent supply-side shocks, fueling unpredictable inflationary pressures.These disruptions are increasing uncertainty and volatility, which complicateinvestment decisions and economic policymaking.
The prolonged Russia-Ukraine war has resulted in a devastating domesticeconomic collapse in Ukraine, while pushing Russia into a state of inflationary"cannibalistic" war economy. Globally, the conflict has caused massive supplychain shocks, triggered a surge in food and energy prices, and forced countriesto fundamentally restructure their geopolitical and trade relationships.
India Economic Scenario: India continues to be one of the world's fastest-growing major economies, demonstrating strong resilience amid global economicuncertainty. According to the International Monetary Fund's (IMF) April 2026World Economic Outlook, India's real GDP is projected to grow by 6.5% inFY 2026-27 and 6.5% in FY 2027-28, outperforming most major economiesdespite heightened geopolitical tensions and global trade uncertainties. TheIMF attributes this sustained momentum to robust domestic demand, continuedpublic investment, and resilient macroeconomic fundamentals, reinforcingIndia's position as a key driver of global economic growth.
India's capital goods sector experienced a massive structural shift during year2025, driven by robust government infrastructure outlays, accelerating privatecapital expenditure, and the "Make in India" initiative. Order books for largeheavy engineering and machinery firms surged to Rs. 5.2 lakh crore by late2025, sustaining double-digit revenue growth and expansion into emergingsegments like electric vehicle (EV) infrastructure and data centers.
II. Segment-wise operational performance: Air Solutions is the only segment inyour Company's operations. The total revenue from operations of Air Solutionsbusiness for the year under review was Rs. 139,237 lakhs as against Rs. 133,629lakhs in the previous financial year, a growth of over 4.2%. Your Companycontinues to focus on local innovation and creating markets "In India; For India;By India".
On 21st November 2025, the Government of India notified provisions of theCode on Wages, 2019, the Industrial Relations Code, 2020, the Code on SocialSecurity, 2020 and the Occupational Safety, Health and Working ConditionsCode, 2020 (the "Labour Codes"), which consolidate twenty-nine existinglabour laws into a unified framework governing employee benefits duringemployment and post-employment.
The Labour Codes, amongst other things, introduce changes including a uniformdefinition of wages and enhanced benefits relating to leave. Based on therequirements of the Labour Codes and relevant Indian Accounting Standards,the Company has estimated the liability for employee benefits, which hasresulted in an incremental expense on account of recognition of past servicecosts amounting to Rs.1,180 lakhs during the year ended March 31, 2026.Considering the impact is arising out of an enactment of the new legislationand is non-recurring in nature, the Company has presented this amount as"Exceptional item" in the Statement of Profit and Loss.
The profit before tax is Rs. 34,339 lakhs in the year under review as againstRs. 36,034 lakhs in the previous financial year, lower for the year under reviewprimarily due to Exceptional item.
IV. Outlook: Growth in India is projected at 6.6% in financial year 2026-27, ashigher energy prices caused by the Middle East conflict and supply chaindisruptions weigh on economic activity. But even with the slowdown, Indiaremains among the fastest-growing major economy in the world, says the WorldBank's latest economic update. Despite significant downside risks stemmingfrom the conflict, the economy's strong macroeconomic fundamentals andpolicy buffers offer some insulation. Substantial foreign exchange reserves,low inflation, predominantly rupee-denominated public debt, a healthyfinancial sector, and trade diversification efforts play a major role in providingresilience from external headwinds.
V. Risk and Concerns: The primary risks impacting the Company's compressedair business continue to be linked to fluctuations in industrial investmentacross key sectors including automotive, metals, engineering, textiles,pharmaceuticals, electronics, infrastructure, food processing and generalmanufacturing. While India's manufacturing sector remains resilient, globaleconomic uncertainties, evolving trade policies, geopolitical tensions andinflationary pressures may delay capital expenditure decisions and impactdemand visibility. The Company also remains exposed to slower-than-expected recovery in export-oriented industries and MSME investments.
Supply chain risks continue to persist despite significant improvements insourcing resilience. Dependence on global suppliers for critical componentssuch as air-end castings, heat exchangers, piston rings, fans, blowers andspecialty materials exposes the Company to geopolitical disruptions, logisticsdelays, foreign exchange volatility and cost escalations. The risks associatedwith Red Sea and Middle East shipping disruptions have resulted in longertransit times, rerouting of shipments through the Cape of Good Hope andincreased freight costs, requiring proactive inventory and sourcing strategiesto ensure uninterrupted customer supply. Internal risk mitigation programsfocusing on supplier localization, alternate source development and inventoryplanning continue to reduce exposure to single-source dependencies.
The industry continues to face intense competition from multinational brands,domestic manufacturers and low-cost imports from China and other SoutheastAsian countries. Price pressure remains significant in the value segment, whilethe availability of spurious products and non-compliant compressor packagescontinues to affect market discipline, customer confidence and margins.Commodity price volatility relating to steel, aluminum, copper and petroleum-based products further impacts manufacturing costs and profitability.Additionally, the availability of skilled field service technicians and engineeringtalent remains a challenge as demand for industrial automation and advancedequipment capabilities increases.
VI. Opportunities and Threats: The Company is well positioned to benefit fromIndia's continued industrialization, supported by the Government's Make inIndia initiative, Production Linked Incentive (PLI) schemes, semiconductormanufacturing investments, electronics production growth, infrastructuredevelopment and expansion of automotive and Electric Vehicle manufacturing.These developments are expected to drive sustained demand for compressedair solutions across manufacturing, construction, transportation and processindustries. The Indian air compressor market is expected to continue growingat a healthy pace driven by these structural demand factors.
Increasing focus on energy efficiency, sustainability and operating costreduction is accelerating customer adoption of premium technologies suchas Variable Speed Drive (VSD) compressors, Permanent Magnet motors, heatrecovery systems and oil-free compressed air solutions. Industries such aspharmaceuticals, food & beverage, electronics, healthcare and semiconductormanufacturing are increasingly adopting oil-free technologies to meet stringentquality and contamination control requirements. This trend provides significantopportunities for differentiated and higher-value product offerings.
Digitalization continues to create new growth avenues through IoT-enabled smartcompressors, predictive maintenance, remote monitoring, energy analytics andlifecycle management solutions. Customers are increasingly seeking integratedcompressed air systems that improve reliability, reduce downtime and optimizeenergy consumption. The growing installed base of compressors also providesa substantial aftermarket opportunity in preventive maintenance, spare parts,energy audits, rentals, upgrades and system optimization services.
India's emergence as a regional manufacturing hub and growing exportcompetitiveness creates opportunities for expanding exports to Asia, Middle Eastand Africa. However, threats remain from low-cost imports, aggressive pricingby competitors, rising logistics costs and ongoing geopolitical uncertainties. TheCompany continues to address these challenges through localization initiatives,supply chain diversification, innovation, digital capabilities and strengtheningof its service network.
VII. Discussion on financial performance with respect to operational performance:The Company's operational and financial performance continues to demonstrateresilience amid a dynamic business environment. Growth in industrial activity,infrastructure investments, electronics manufacturing, pharmaceuticals,food processing, automotive and emerging sectors such as data centers hassupported demand for compressed air solutions and aftermarket services. Atthe same time, the Company has actively managed inflationary pressures,commodity volatility, logistics cost increases and foreign exchange fluctuationsthrough strategic sourcing, localization initiatives, productivity improvementsand disciplined pricing actions.
The Board and management continue to closely monitor operational performanceindicators, market developments, supply chain risks, working capital metrics andprofitability drivers through a structured review process. Particular emphasisis placed on supply continuity, inventory optimization, sourcing resilienceand margin management in response to global geopolitical developmentsand logistics disruptions. The Company's ongoing investments in localization,digitalization, energy-efficient technologies and aftermarket expansion areexpected to strengthen long-term growth and improve operational leverage.
The continuous alignment of operational execution with financial objectivesenables management to take timely corrective actions and capitalize onemerging market opportunities. The Company's focus on innovation, customer¬centric solutions, service excellence and cost optimization remains critical tosustaining profitable growth and enhancing shareholder value in an increasinglycompetitive compressor market.
VIII. Material developments in Human Resources / Industrial Relations front,including number of people employed: Your Company is committed to
fostering the inspiring team with a well defined talent deployment process that help to attract and identify thetop talents in the market. Your Company has derived a competitive Career - Growth opportunity for developingthe talent. Well-designed training and development programs, self - learning Linked - in tools, highly engagedMentorship Programs provides the employees wider tools for their development.
Your Company constantly endeavours to adopt the best policies to keep its employees motivated, engaged andaligned 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 itsemployee engagement index through annual pulse survey with a commitment from the managers on the actionsrequired to enhance engagement.
Your Company is committed to fostering a workplace that is fair, transparent, and inclusive. The Company'scompensation systems are equitable and our work schedules are flexible. We prioritize the health and well-being ofour employees, partners, and communities.
The Belonging and Engagement (BE) Chapters within the Company are instrumental in driving workplacetransformation. These chapters focus on building an inclusive environment, improving diversity ratios and ensuringequity in policies and practices.
As on March 31,2026, the company had 540 permanent employees on its rolls.
IX. Safety, Health and Environment: Your Company believes that all injuries and work-related illnesses are preventable.We are committed to taking proactive measures to achieve our goal of "zero work-related injuries" and ensuringsafe operations.
Your Company has established high safety standards and robust procedures to maintain safe working conditions.Employees, contractors and visitors are trained and are expected to follow safe operating practices while at theworkplace. With the belief that human behavior can be improved, your Company has implemented a BehaviorBased Safety (BBS) program across the organization. Employees are also encouraged to practice safe behaviors intheir personal lives, including at home and on the road. Management is strongly committed to complying with allapplicable safety regulations and takes necessary precautions to prevent workplace incidents.
Your Company is committed to leading sustainably. We continuously assess and improve the management of bothhazardous and non-hazardous waste, working towards a long-term goal of zero waste to landfill.
Additionally, your Company is committed to reducing greenhouse gas (GHG) emissions by 90% by end of year 2030.To achieve this, the Company has implemented various energy conservation projects and energy managementpractices at our factories. Our products are designed and launched with enhanced energy and water efficiency,using materials with lower environmental impact compared to previous generation products.
X. Technology Innovation: Your Company continued to invest in technology innovation to sustain its leadershipposition and deliver best in class solutions to its customers. During the year, the Company expanded its alreadycomprehensive product portfolio by introducing new products and upgrading existing offerings across a wide rangeof industrial applications.
The Company successfully launched a new brand, "Champion", aimed at delivering superior value to cost consciouscustomers in the 7-160 kW range, along with a complementary portfolio of air treatment products. In addition,focused efforts were made to enhance energy efficiency, with the introduction of high efficiency variable speedmotor packages in the 15-75 kW segment.
In the oil free segment, the Company introduced low pressure oil free rotary screw compressors in the 75-200 kWrange, catering to the stringent requirements of industries such as pharmaceuticals, glass, and power. In centrifugalcompressors, the Company continued to strengthen its presence in the Indian market by offering higher capacityframes exceeding 10,000 cfm.
Within the air treatment portfolio, the Company sustained its export momentum by supplying CE marked Heat ofCompression dryers to European markets.
Aligned with its digital business strategy and long term sustainability goals, your Company further strengthenedthe adoption of its Ecoplant solution for compressed air system monitoring and performance optimization, enablingcustomers to achieve improved efficiency, reduced energy consumption, and enhanced operational reliability.
XI. 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").
There are no ratios which has a difference of equal to or more than 25% as on March 31, 2026 in comparison tothe previous financial year ended on March 31,2025 and as such this disclosure is not applicable.
3. DIVIDEND:
At the meeting of the Board of Directors held on November 14, 2025, the Board declared an interim dividend ofRs. 55/- per equity share, with a cash outlay of Rs. 17,362.40 lakhs, paid out of retained earnings. The Board at itsmeeting held on May 29, 2026 have recommended a final divided of Rs. 20/- per equity share for the financial yearended on March 31, 2026, which is subject to approval of Members at the ensuing Annual General Meeting and ifapproved by the members would result in cash outflow of Rs. 6,313.60 lakhs
As per Regulation 43A of the SEBI Listing Regulations, the salient features of dividend distribution policy of theCompany has been disclosed in the Corporate Governance Report and the dividend distribution policy is hosted on thewebsite of the Company at https://www.irco.com/en-in/invest and can be accessed by clicking on https://azure-na-assets.contentstack.com/v3/assets/blta8b68ee4d57aa34b/blt8b7f236fe8203686/6a4d0004480c31400287d85a/Dividend Distribution Policy.pdf
4. TRANSFER TO RESERVES:
Pursuant to the provisions of the Companies Act, 2013 (the "Act"), your Directors do not propose to transfer anyamount to the General Reserves and has decided to retain the entire profit after tax for the year under review asRetained Earnings.
5. THE STATE OF COMPANY'S AFFAIRS:
Your Company's products are primarily sold to industries in the automotive, metals, pharmaceutical and textile sectorsand these sectors have registered strong growth in the year under review.
For the year ending March 31,2026, your Company has recorded revenues of Rs.139,237 lakhs from operations whichis 4.2 % higher compared to that of the previous financial year. Our profits after tax for the year ending March 31,2026stood at Rs.25,620 lakhs which is lower compared to profit after tax of the previous financial year.
Our principal sources of liquidity are cash and cash equivalents and the cash flow that we generate from our operations.Your Company continues to be debt-free and maintains adequate cash to meet not only the capex requirements butalso our developmental and operational requirements.
Barring unforeseen circumstances, your Company is expected to continue on its growth path in financial year 2026-27.
6. LISTING OF EQUITY SHARES:
The equity shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE),both of which are premier stock exchanges having nationwide trading terminal. The securities of the Company were notsuspended from trading during the reporting period. The Company has paid the annual listing fee up to Financial Year2026-27 to BSE and NSE.
7. MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments, affecting the financial position of the Company, which has occurred,between the end of the financial year of the Company i.e., March 31,2026 and the date of signing this report.
There has been no change in the nature of business of the Company during financial year 2025-26.
8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS IMPACTING THE GOINGCONCERN STATUS:
There are no significant and material order(s) passed by any of the Regulators or Courts or Tribunals, which could affectthe going concern status of the Company and its future operations.
During the reporting financial year, no application was made and there are no proceedings pending against theCompany under the Insolvency and Bankruptcy Code, 2016.
9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS:
The Company has established an internal control system commensurate with the size, scale, and complexity of itsoperations. To enhance the standards of controls and governance, the Company has adopted various measures toensure that robust internal financial controls, concerning operations, financial reporting and compliance, exist and areoperating effectively.
The internal control framework encompasses the key elements of control environment, risk assessment, controlactivities, information & communications, and monitoring. The Company has established a comprehensive systemof Internal Financial Controls over Financial Reporting (ICFR), designed to ensure that transactions are authorised,recorded accurately, and reported on time.
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 regarding compliance with internal controls, the efficiency andeffectiveness of operations as well as key process risks.
• The Audit Committee periodically reviews internal audit plans, significant audit findings, and adequacy of internalcontrols.
• Systematic self-certification of adherence to key internal controls, as part of control self-assurance by processowners, and reviewers.
• Adherence with a comprehensive information security policy and continuous upgrades of the Company's IT systemsfor strengthening automated controls.
• Appropriate segregation of duties and usage of technology for continuous controls monitoring and enhancedcontrols assurance.
• A clearly defined Delegation of Authority framework governs decision-making in the Company, with approvalthresholds aligned to functional responsibilities and risk considerations. This ensures that all commitments andtransactions involving organisational resources are subject to appropriate authorisation and oversight.
The Company's ICFR framework is designed to provide reasonable assurance of the reliability of financial and operationalinformation, compliance with applicable laws and regulations, the safeguarding of assets, and the disciplined executionof transactions in line with the approved authorities and corporate policies. The financial statements of the Companyhave been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian AccountingStandards) 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 and in accordance with the accounting policies approved by the AuditCommittee and the Board, with periodic reviews to ensure continued relevance and compliance.
The effectiveness of internal controls is subject to continuous ongoing evaluation through a structured assurancemechanism. During the year under review, the internal controls were tested and found effective, as a part of theManagement's control testing initiative. Also, no material weaknesses or significant deficiencies were identified, andthe Statutory Auditors have issued an unqualified opinion on the financial statements. While any system of internalcontrol is subject to inherent limitations, the Company remains committed to continuous enhancement of its controlenvironment through periodic reviews, technology enablement, and adoption of leading practices. Accordingly, theBoard, with the concurrence of the Audit Committee and the Auditors affirm that the Company's Internal FinancialControls were adequate and operating effectively throughout the financial year ended March 31,2026 commensuratewith its size and scale of operations, and are designed to ensure the reliability of financial reporting and compliancewith applicable laws and regulations.
10. 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 ofyour Company. Your Company does not have any associate, subsidiary or joint venture either in India or anywhere elsein the world. Hence, the disclosure under Rule 8 of the Companies (Accounts) Rules, 2014 is not required.
11. DEPOSITS:
During the year under review, your Company has not accepted any deposits from the public within the meaning ofSection 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. There are no amounts outstandingon account of principal or interest on public deposits as on March 31,2026. Hence, no further disclosure in this regardis required to be made.
12. AUDIT:
A. STATUTORY AUDIT:
M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S) were appointed as theStatutory Auditors of the Company to carry out Limited Review of the Unaudited Financial Results, Audit of theFinancial Statements and Annual Financial Results of the Company and Tax Audit under the Income Tax Act, 1961for a term of 5 years at the 100th Annual General Meeting to hold office till the conclusion of 105th Annual GeneralMeeting of the Company to be held in year 2027.
The Audit Report issued by M/s. Deloitte Haskins & Sells, Chartered Accountants on the financial statement of theCompany for the year ended March 31,2026 is part of the Annual Report. The Audit Report does not contain anyqualification, reservation, adverse remark or disclaimer. Further, during the financial year 2025-26, the StatutoryAuditors have not reported any instances of fraud to the Audit Committee or Board as per Section 143 (12) of theAct.
B. INTERNAL AUDIT:
The Company has an in-house dedicated team for internal audit which conducts regular internal audit, testing ofinternal financial controls 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 Recordsand Audit) Rules, 2014, as amended, prescribed under Section 148 of the Act. The Board of Directors at theirmeeting held on May 29, 2026 have appointed M/s Diwanji & Co, Cost Accountants (Firm Registration Number:000339) as Cost Auditors for conducting the audit of the cost records maintained by the Company for the yearending on March 31,2027. The Cost Auditor has confirmed that they are not disqualified pursuant to the provisionsof Section 141 of the Act read with Section 139 and 148 of the Act. M/s Diwanji & Co, Cost Accountants, being
eligible, have provided their consent to act as the Cost Auditors of the Company for the financial year 2026-27.The requisite resolution seeking approval for remuneration proposed to be paid to the Cost Auditors, as approvedby the Board of Directors has been set out in the Notice of the 104th Annual General Meeting of your Company.
The Company will file the cost audit report for the Financial Year ended March 31, 2026, with the CentralGovernment before the due date.
D. SECRETARIAL AUDIT:
The Shareholders of the Company at the Annual General Meeting held on August 13, 2025 had appointed Mr.Natesh K, Practicing Company Secretary (Certificate of Practice No. 7277), as the Secretarial Auditor for a periodof five consecutive years from financial year 2025-26 until financial year 2029-30 pursuant to Regulation 24A ofSEBI Listing Regulations, to issue secretarial audit report as per the provisions of Section 204 (1) of the CompaniesAct, 2013.
Mr. Natesh vide his letter dated November 13, 2025 informed the Company that his individual proprietary practicehas merged with M/s Govindraj Akshay & Associates, a Partnership Firm of Practicing Company Secretaries, witheffect from 20th October 2025. Consequent to the said merger, Mr. Natesh K ceased to practice as an individualCompany Secretary and has become a partner in M/s Govindraj Akshay & Associates. Accordingly, he tendered hisresignation as the individual Secretarial Auditor of the Company, thereby creating a casual vacancy.
The Board of Directors of the Company at their meeting held on November 14, 2025 appointed M/s. GovindrajAkshay & Associates, a Partnership Firm of Practicing Company Secretaries, (Firm Registration No. P2025KR479000),pursuant to Regulation 24A(1)(c) of the SEBI Listing Regulations as the Secretarial Auditors of the Company forthe Financial Year 2025-26 to fill the casual vacancy caused by the resignation of Mr. Natesh K. Pursuant to thesaid Regulation 24A(1)(c) of the SEBI Listing Regulations, M/s. Govindraj Akshay & Associates holds office asSecretarial Auditor of the Company till the conclusion of the ensuing Annual General Meeting.
The Secretarial Audit Report for the financial year ended March 31, 2026 pursuant to section 204(1) of the Actand Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out inAnnexure - D to this report. The Secretarial Audit Report does not contain any qualification, reservation, adverseremark or disclaimer.
The Secretarial Compliance Report for the financial year ended March 31, 2026, in relation to compliance of allapplicable 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.
In accordance with Regulation 24A of SEBI Listing Regulations, the Board has, subject to the approval of theshareholders at the ensuing Annual General Meeting, approved the appointment of M/s. Govindraj Akshay &Associates, (Firm Registration No. P2025KR479000), as the Secretarial Auditors of the Company for a term of fiveconsecutive years with effect from Financial Year 2026-27 to Financial Year 2030-31.
13. SECRETARIAL STANDARDS:
The Directors have devised proper systems to ensure compliance with the provisions of Secretarial Standards issued bythe Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
14. 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 31,2026is Rs. 3,156.80 lakhs comprising 31,568,000 equity shares of Rs.10/- each. Share capital audit as per the directivesof the Securities and Exchange Board of India (SEBI) to reconcile the total admitted capital with National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed
capital is being conducted on a quarterly basis by M/s. Parikh & Associates, Company Secretaries. The audit confirmsthat the total issued/ paid-up capital is in agreement with the aggregate of the total number of shares in physical formand the total number of shares in dematerialized form (held with NSDL and CDSL). The Audit Reports are placed on thetable of the Board Meeting every quarter and duly forwarded to the stock exchanges where the equity shares of yourCompany are listed.
During the financial year under review, the Company has not done any subdivision, alteration, split of equity shares andreduction of capital. The Company has also not issued any bonus shares nor bought back its shares during the financialyear.
15. ANNUAL RETURN:
In terms of Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management andAdministration) Rules, 2014, the Annual Return of the Company has been uploaded on the Company's website andcan be accessed at https://www.irco.com/en-in/invest
16. BOARD MEETINGS:
A minimum of four Board Meetings is held each year to review the quarterly financial results and operating performanceof the Company. Apart from this, additional Board Meetings are also convened to address specific needs of the Company.
The agenda and notes to agenda are circulated to all the Directors well in advance, usually a week before the meetingto ensure adequate information is provided to enable the Directors to prepare and contribute to taking focused andinformed decisions at the meeting. All relevant information as mentioned in Part A of Schedule II of the SEBI ListingRegulations was tabled before the Board at all the meetings.
The details of the meetings of the Board of Directors of the Company convened and attended by the Directors duringthe financial year 2025-26 are given in the Corporate Governance Report, which forms part of this Annual Report. Themaximum interval between any two consecutive Board meetings did not exceed 120 days, as prescribed in the Act.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo requiredto 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.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company is committed to being a corporate with a heart and purpose and extends financial support to thecommunities and beneficiaries in and around its areas of operation to deliver solutions that help improve lives in thosecommunities. In line with our philosophy, the projects are chosen after detailed need assessment studies and withimplementation partners that share our vision in this journey. With careful monitoring and detailed impact analysis,we continue to build scalable projects that run over a 3-5 year horizon making a deeper impact in the communities wewant to engage. This year too, your Company has continued its CSR initiatives to focus on providing education & skilldevelopment, healthcare, conservation of environment and community development. These activities are in accordancewith Schedule VII of the Act. The Board of Directors and CSR Committee review and monitor from time to time all theCSR activities being undertaken by the Company. The CSR policy of your Company is the available under "Policies"section on the website of the Company at https://www.irco.com/en-in/invest
During the financial year 2025-26, your Company incurred CSR Expenditure of Rs. 610.87 lakhs (including set off fromprevious financial year) and the report on CSR activities pursuant to Section 135 of the Act read with Rule 8 of theCompanies (Corporate Social Responsibility) Rules, 2014 is set out in Annexure - B forming part of this report.
During the financial year ended March 31,2026, four meetings of the CSR Committee of the Board were held on May30, 2025, September 26, 2025, February 12, 2026 and March 23, 2026. The details of the Members who attended themeetings during the year are given in CSR Report, which forms part of this report, as Annexure-B.
19. INDEPENDENT DIRECTORS:
The Board has an optimum combination of Independent and Non-Independent Directors. As per the requirements ofthe SEBI Listing Regulations, half of the Board's strength is comprised of Independent Directors. As on March 31,2026,Mr. Sekhar Natarajan, Ms. Jayantika Dave and Ms. Vijaya Sampath are independent directors of the Company.
New independent directors as and when inducted into the Board are familiarized with the operations and functioning ofthe Company and their roles and responsibilities. All the Independent Directors of your Company have been registeredand are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).
The Independent Directors have submitted a declaration of independence, as required pursuant to Section 149(7) ofthe Act and Regulation 25 of SEBI Listing Regulations stating that they meet the criteria of independence as providedin Section 149(6) of the Act and Regulations 16 of SEBI Listing Regulations. As per the declarations received, theyhave complied with the Code of Conduct laid down under Schedule IV of the Act.
All the directors have confirmed that they are not debarred from holding the office of director by virtue of any SEBIorder or any other such authority. In the opinion of the Board, the independent directors have high level of integrityand experience and are proficient in their respective fields of expertise and are contributing to the overall performanceof the Company.
The Company has over the years been fortunate to have eminent persons from diverse fields to serve as Directors on itsBoard. Pursuant to the SEBI Listing Regulations, the Nomination & Remuneration Committee of the Board has ensureddiversity of the Board in terms of experience, knowledge, perspective, background, gender, age and culture.
20. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. OTHER DIRECTORS:
Apart from the Independent Directors, the other Non-Independent Directors on the Board of the Company as onMarch 31,2026 are as below:
Sl.
No.
Name
Designation
1.
Mr. Sunil Khanduja
Managing Director
2.
Mr. P. R. Shubhakar
Executive Director, Chief Financial Officer & Company Secretary
3.
Gareth Topping
Non-Executive and Non-Independent Director
Pursuant to the provisions of the Act, Mr. Gareth Topping, Non-Independent Director will retire by rotation atthe ensuing Annual General Meeting and being eligible has offered himself for re-appointment. Based on theperformance evaluation and the recommendation of the Nomination and Remuneration Committee, the Boardrecommends the re-appointment of Mr. Gareth Topping as Director (Non-Executive and Non-Independentcategory) of the Company.
Necessary information in accordance with the SEBI Listing Regulations and Secretarial Standard 1 (SS-1) issuedby the Institute of Company Secretaries of India (ICSI) regarding directors to be re-appointed at the forthcomingAnnual General Meeting is given in the Annexure to the Notice convening the Annual General Meeting.
None of your Company's directors are disqualified from being appointed as directors, as specified in Section 164(1)and Section 164(2) of the Act and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules,2014.
B. KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March31,2026 are:
21. AUDIT COMMITTEE:
The Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Act andRegulation 18 of SEBI Listing Regulations. The matters relating to the composition, meetings, and functions of theAudit Committee are included in the Corporate Governance Report, forming part of this report. The Board has acceptedthe Audit Committee's recommendations during the year wherever required and hence no disclosure is required underSection 177(8) of the Act with respect to rejection of any recommendations of Audit Committee by Board.
22. 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 asAnnexure - C to the Report. The information as per Rule 5(2) of the Rules, forms part of this Report. However, asper first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Rules, this Report and FinancialStatements are being sent to the Members of the Company excluding the statement of particulars of employees underRule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the CompanySecretary at the Registered Office of the Company. None of the employees listed in the said Annexure is related to anyDirector of the Company.
23. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
Your Company has been conducting and will continue to conduct its business with the highest standards of ethics,integrity and transparency across its operations and in compliance with the applicable laws and regulations. In pursuitof a strong commitment to governance and compliance, vigil mechanism as envisaged in the Act, the Rules prescribedthereunder and the SEBI Listing Regulations, your Company has implemented its Whistle Blower Policy as envisagedin the Act and SEBI Listing Regulations encompassing various elements and components in an integrated manner.
The Code of Conduct of your Company, which is applicable to all employees of your Company, serves as a guide fordaily business interactions, reflecting your Company's standard for appropriate behavior and living corporate values. AnEthics 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 forconducting business with your Company.
The Company has a Whistle Blower Policy in place, which is the mechanism for directors, employees and otherstakeholders of the Company to report genuine concerns about unethical behavior, actual or suspected fraud or violationof the Company's code of conduct, violations of legal or regulatory requirements, incorrect or misrepresentation in anyfinancial 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 ofUPSI in accordance with or under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The policy provides foradequate safeguards against victimization of those who choose to report genuine concerns by availing the mechanism,
strict confidentiality of disclosures, prohibition of retaliation, fair treatment through an opportunity of being heard andalso provides for direct access to the Chairman of Audit Committee in exceptional cases. The Audit Committee of theCompany 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 alsobeen provided in the Corporate Governance Report, forming part of this report.
The Whistle Blower Policy can be accessed under "Policies" section on the website of the Company at https://https://www.irco.com/en-in/invest
24. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Company has in place a Nomination and Remuneration Committee in accordance with the requirements of theAct read with the rules made thereunder and Regulation 19 of the SEBI Listing Regulations. Your Board has adopteda 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 theDirectors, KMPs, SMPs as well as other employees of the Company.
The Board, on the recommendations of the Nomination and Remuneration Committee, appoints Director(s) (Executiveand Non-Executive) of the Company based on his/her eligibility, experience and qualifications and such appointmentis approved by the Members of the Company at General Meetings or by way of e-Voting/postal ballot. Generally, theExecutive Directors and Independent Directors are appointed for a period of five years. The Directors, KMPs and SMPsshall retire as per the applicable provisions of the Act and the policy of the Company. While determining remunerationof the Directors, KMPs, SMPs and other employees, the Nomination and Remuneration Committee ensures that thelevel and composition of remuneration are reasonable and sufficient to attract, retain and motivate them and suchremuneration comprises a balance between fixed and variable pay reflecting performance objectives appropriate tothe working of the Company and its goals. Annual increments are also approved by the Nomination and RemunerationCommittee. Remuneration to Directors is paid within the limits as prescribed under the Act and the limits as approvedby the Members of the Company, from time to time. The remuneration policy of the Company is available on its websiteat https://www.irco.com/en-in/invest and can be accessed by clicking on https://azure-na-assets.contentstack.com/v3/assets/blta8b68ee4d57aa34b/blt6dc5481ba1238769/6a4d00b2480c3105d687d85e/Nomination andRemuneration Policy.pdf
25. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES ANDINDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Act, SEBI Listing Regulations and the Remuneration Policy of the Company, yourCompany has in place a Board Evaluation process for the Board of Directors as a whole, Board Committees and alsofor the Directors (Executive and Non-Executive) individually by seeking responses/inputs from all the Directors to anassessment questionnaire. A structured questionnaire has been prepared after taking into consideration inputs receivedfrom the directors, covering various aspects of the Board's functioning such as adequacy of the composition of theBoard 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 andcontributions to the meetings etc.
A separate exercise was carried out to evaluate the performance of individual directors including the Chairman ofthe 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 ofknowledge and expertise, effective management of relationship with various stakeholders, independence of behaviourand judgment etc. The performance evaluation of the Independent Directors as well as of the Chairman was carriedout by the entire Board. 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 separatemeeting of independent directors, without the presence of Non-Independent Directors and management, performanceof non-independent directors and the Board as a whole was evaluated as stipulated under the SEBI Listing Regulations.The Chairman, based on the evaluation done by the Directors, informed that the Board is functioning effectively, theperformance of Directors is satisfactory and they are recommended for continuation as Directors of the Company.
26. 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 anyinvestments within the meaning of Section 186 of the Act. The Company has not borrowed any loan from banks/financial institutions. Consequently, there are no instances to report the difference between amount of the valuationdone at the time of one-time settlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof. Hence, no further disclosure is required to be made under this section.
27. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts/arrangements/transactions entered into by the Company during the year under review with RelatedParties 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 under "Policies" sectionon website of the Company at https://www.irco.com/en-in/invest
All transactions with related parties during the year are in accordance with the Policy on Related Party Transactions,formulated and adopted by the Company and were reviewed and approved by the Independent Directors who aremembers of the Audit Committee in accordance with the SEBI Listing Regulations. Prior omnibus approval of theIndependent Directors who are members of the Audit Committee is obtained on a yearly basis for the transactions whichare of a foreseen and repetitive nature. A statement giving details of all Related Party Transactions is placed before theAudit 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 theCompany at large.
The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in NoteNo. 35 to the Financial Statements of the Company. The Company in terms of Regulation 23 of the SEBI ListingRegulations, submits disclosures of all related party transactions to the stock exchanges, within time stipulated and inthe format stipulated under the said SEBI Listing Regulations.
Transactions exceeding the materiality threshold as stated in Schedule XII read with Regulation 23 of SEBI ListingRegulations i.e. prescribed thresholds based on the annual consolidated turnover of the company, require shareholders'approval under the amended SEBI Listing Regulations. The disclosure of material related party transactions is requiredto be made under Section 134(3)(h) read with Section 188(2) of the Act and rule 8(2) of the Companies (Accounts)Rules, 2014 in Form AOC-2. As a result, related-party transactions that, individually or taken together with previoustransactions during a fiscal year, exceeding materiality threshold and were entered into during the year by the Companyare provided in Annexure - E in Form AOC-2 and forms part of this report.
Pursuant to SEBI Listing Regulations, the resolution seeking approval of the Members for material related partytransactions with Industrial Technologies and Services LLC, USA forms part of the Notice of the ensuing AGM and theBoard recommends the resolution for the approval of the members.
28. CORPORATE GOVERNANCE:
Your Company has been consistent in complying with the corporate governance guidelines and best practices toboost long-term shareholder value and to uphold minority rights. The Company considers it an inherent responsibilityto disclose in a timely and accurate manner all information regarding its operations and performance, as well asregarding leadership and governance within the Company. Our corporate governance practices reflect our value systemencompassing our culture, policies, and relationships with our stakeholders. We also endeavour to enhance long-termshareholder value and respect minority rights in all decisions encompassing our operations.
The Board of Directors has taken the necessary steps to ensure compliance with statutory requirements. The Company'sDirectors, Key Management Personnel, and Senior Management Personnel have complied with the approved "Code ofConduct for Directors and Senior Management". According to schedule V of the SEBI Listing Regulations, a declarationto this effect, jointly signed by the Chairman of the Company and by the Managing Director of the Company, formspart of the Annual Report. The Report on Corporate Governance, as required under Regulation 34(3), read along withSchedule V of the SEBI Listing Regulations, is given in Annexure - F. The certificate on compliance with corporategovernance norms issued by Mr. Gaurav Shenoy, Practicing Company Secretary is also attached to this report and formspart of Annexure - F.
29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
The Business Responsibility and Sustainability Report (BRSR) follows the National Guidelines on Responsible BusinessConduct (NGRBC) principles on the social, environmental and economic responsibilities of business. As stipulated underRegulation 34(2)(f) of SEBI Listing Regulations read with NGRBC guidelines, issued by Ministry of Corporate Affairs theBRSR is set out in Annexure - G forming part of this report.
In line with the requirements of the SEBI Listing Regulations and SEBI Master Circular No. HO/49/14/14(7)2025-CFDPOD2/I/3762/2026 dated 30th January 2026 pertaining to requirement of undertaking limited assurance of theBRSR Core, your Company has appointed TUV Rheinland (India) Private Limited ("TUV") as the Assurance Provider onBRSR Core for the Financial Year 2025-26. A limited assurance report on BRSR core of the Company for the FinancialYear 2025-26 is annexed as part of this report.
30. RISK MANAGEMENT POLICY:
The external risk environment is increasingly becoming more persistent, interconnected and difficult to predict.Geopolitical developments, supply chain volatility and macroeconomic shifts continue to influence energy and inputcosts, logistics and freight dynamics, and the availability of critical supplies. This has shortened planning cycles andincreased the need for preparedness against low-probability, high-impact events.
The Company has in place a Risk Management framework to identify, evaluate and mitigate business risks andchallenges. Risk management is deeply integrated with business planning and strategic execution. Risk identificationis aligned with key business objectives including financial performance, operational excellence, innovation etc. Therisk management policy includes the identification therein of elements of risk, which in the opinion of the Board maythreaten the existence of the Company. The major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis.
Pursuant to the requirement of Regulation 21 of SEBI Listing Regulations, the Company has constituted a RiskManagement Committee (RMC), consisting of Board members and senior executives of the Company. The RMC istasked to frame, implement and monitor the risk management plan for the Company. The Committee is also responsiblefor monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee hasadditional oversight in the area of financial risks and controls.
All properties and insurable interests of the Company have been fully insured.
31. DIRECTORS AND OFFICERS INSURANCE (D&O):
As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has obtained Directors andOfficers (D&O) Insurance for all its Directors and members of the Senior Management.
32. PREVENTION OF SEXUAL HARASSMENT POLICY:
Your Company believes in providing every employee an opportunity to work in an environment which is free from any kindof behavior or conduct which could be considered as sexual harassment. Your Company is committed to treating everyemployee with dignity and respect. Your Company has zero tolerance towards sexual harassment at the workplace andhas adopted a policy on prevention of sexual harassment policy in line with the requirements of the Sexual Harassmentof Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules thereunder.All employees, consultants, trainees, volunteers, third parties and/or visitors at all business units or functions of theCompany are covered by the said policy. In line with the POSH Act, an Internal Compliance Committee (ICC) has beenset up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary,trainees) are covered under this policy.
The Company periodically conducts training sessions and workshops for employees across the organization to buildawareness about the Policy and the provisions of POSH Act. POSH training is mandatory for all employees, reinforcingthe commitment to a safe and respectful work environment. This proactive approach aims to prevent incidents, protectcomplainants, and uphold a culture of equality and respect. The Company has filed Annual Return pursuant to theprovisions of POSH Act with the appropriate authority.
The following is a summary of sexual harassment complaints received and disposed off during the year:
Particulars
Status of the No. of complaintsreceived and disposed off
Number of complaints on Sexual harassment received during the year
Nil
Number of Complaints disposed off during the year
Number of cases pending for more than ninety days
4.
Number of workshops or awareness programme against sexualharassment carried out during the year
01 (One)
5.
Nature of action taken by the employer or district officer
N. A.
33. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:
The Company has fully complied with the provisions of the Maternity Benefit Act, 1961, along with all applicableamendments and rules issued thereunder. It remains committed to providing a safe, inclusive, and supportive workenvironment for women employees. All eligible women employees are extended the benefits prescribed under the Act,including paid maternity leave, nursing breaks, and protection from dismissal during the period of maternity leave.
The Company also ensures that there is no discrimination in recruitment or service conditions on the grounds ofmaternity. Robust internal systems and HR policies have been implemented to uphold both the letter and the spirit ofthe legislation.
34. GENDER-WISE COMPOSITION OF EMPLOYEES:
In line with the Company's commitment to the principles of diversity, equity, and inclusion (DEI), the gender compositionof its workforce (permanent and non-permanent) as on March 31,2026, is as follows:
Number
Male Employees
986
Female Employees
63
Transgender Employees
This disclosure reflects the Company's continued efforts to foster an inclusive workplace culture and ensure equalopportunities for all individuals, irrespective of gender.
35. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Unclaimed dividend in respect of Financial Year 2017-18 along with corresponding shares, as applicable, weretransferred to IEPF during the financial year 2025-26, in accordance with Sections 124 and 125 of the Companies Act,2013. Shareholders may reclaim such amounts from the IEPF Authority by filing an online application in e-Form IEPF-5at https://www.mca.gov.in
36. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanations provided to them, yourDirectors, 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 nomaterial departures have been made from the same;
(b) that appropriate accounting policies have been selected and applied consistently and have made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Companyas at March 31,2026 and of the profit and loss of the Company for the year ended on March 31,2026;
(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordancewith the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraudand 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 areadequate and were operating effectively; and
(f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
37. FORWARD LOOKING STATEMENTS:
This report contains forward-looking statements that involve risks and uncertainties. When used in this Report, thewords "anticipate", "believe", "estimate", "expect", "intend", and other similar expressions as they relate to theCompany and/or its business, are intended to identify such forward-looking statements. The Company undertakes noobligation to publicly update or revise any forward-looking statements, whether due to new information, future events,or otherwise. Actual results, performance, or achievements may differ materially from those expressed or implied in suchforward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statementsthat speak only as on their dates. This report should be read with the financial statements and notes included herein.
38. ACKNOWLEDGEMENTS:
Your Directors place on record their appreciation for the collective contribution made by our employees at all levels.Our consistent performance was made possible by their hard work, solidarity, co-operation and support. The Directorswould also like to thank the shareholders, employee union, customers, dealers, suppliers, bankers and all other businessassociates for their continued support to the Company and for the faith reposed in the management.
For and on behalf of the Board of Directors ofIngersoll-Rand (India) Limited
Sekhar Natarajan
Date : May 29, 2026 Chairman
Place: New Delhi (DIN: 01031445)