IFGL Refractories Limited — Proxy Solicitation & Information Statement 2026

Mar 31, 2026

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31[st] March, 2026

National Stock Exchange of India Ltd BSE Limited ‘Exchange Plaza’, C-1, Block – G Phiroze Jeejeebhoy Towers Bandra – Kurla Complex Dalal Street Bandra (E), Mumbai 400 051 Mumbai 400 001 Code : IFGLEXPOR Code: 540774

Dear Sir/Madam,

Re: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR 2015)

Please find enclosed herewith Postal Ballot Notice dated 30[th] March, 2026 (hereon ‘Notice’) issued by the Company for approval of the Members by passing of Special Resolution through Postal Ballot by way of remote e-voting process, for appointment of Mr Mihir Prakash Bajoria (DIN: 09346426) as the Managing Director of the Company for a period of three years from 1[st] March 2026 to 28[th] February, 2029, both days inclusive, liable to retire by rotation, and payment of remuneration to him.

In accordance with Circulars issued by the Ministry of Corporate Affairs (MCA Circulars), from time to time, electronic copy of the Notice has been sent to Members of the Company whose names appeared on the Register of Members/List of Beneficial Owners as received from the Depositories as on Cut-off date i.e. Friday, 27[th] March, 2026. Physical copy of the Notice along with postal ballot forms and pre-paid business reply envelope have not been sent to the Members, in terms of the MCA Circulars.

The Company has engaged the services of National Securities Depository Limited ("NSDL") to provide remote e- voting facility to its members.

The remote e-voting facility will be available during period mentioned below:

Commencement of e-Voting period	9 AM IST on Friday, 3rdApril, 2026
Conclusionofe-Voting period	5PM ISTonSaturday,2ndMay,2026

The results of Postal Ballot voting will be declared on or before Tuesday, 5[th] May, 2026.

This Notice is available on the Company’s website www.ifglgroup.com under ‘Investor’ section and shall also be available on website of NSDL at www.evoting.nsdl.com.

This Disclosure is being made under Regulation 30 of SEBI LODR Regulations and also being hosted on Company’s website www.ifglgroup.com and shall be available at the link https://ifglgroup.com/investor/notice-announcements/.

Thanking you Yours faithfully For IFGL Refractories Ltd. Mansi Digitally signed by Mansi Damani Damani Date: 2026.03.31 23:26:18 +05'30'

(Mansi Damani) Company Secretary E-mail: mansi.damani@ifgl.in Encl: as above

IFGL REFRACTORIES LIMITED

Head & Corporate Office: McLeod House

3 Netaji Subhas Road, Kolkata 700 001, India Tel: +91 33 4010 6100 | Email: ifgl.ho@ifgl.in

www.ifglgroup.com

Registered Office: Sector B, Kalunga Industrial Estate P.O. Kalunga, Dist. Sundergarh, Odisha 770 031, India Tel: +91 661 266 0195 | Email: ifgl.works@ifgl.in

CIN: L51909OR2007PLC027954

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IFGL REFRACTORIES LIMITED

CIN: L51909OR2007PLC027954

Registered Office : Sector ‘B’, Kalunga Industrial Estate P. O. Kalunga 770031, Dist. Sundergarh, Odisha Tel : +91 661 2660195 E-mail : ifgl.works@ifgl.in

Head & Corporate Office : McLeod House 3, Netaji Subhas Road, Kolkata 700001 Tel : +91 33 40106100 E-mail: ifgl.ho@ifgl.in, investorcomplaints@ifgl.in

Website : www.ifglgroup.com

POSTAL BALLOT NOTICE

Notice is hereby given to Members of the Company pursuant to and in compliance with the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’), Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, read with General Circular Nos. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th] April, 2020 and other relevant Circulars issued from time to time by the Ministry of Corporate Affairs (‘MCA’), latest one being Circular No. 03/2025 dated 22[nd] September, 2025 (‘MCA Circulars’), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (SS2), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereon ‘SEBI Listing Regulations’), including any statutory modification(s) or re-enactment(s) thereof for the time being in force and pursuant to other applicable laws and regulations, for transacting the Special Business mentioned hereinbelow inasmuch as to consider and if thought fit, to pass the Special Resolution through postal ballot by remote e-voting process.

1. Special Resolution for appointment of Mr Mihir Prakash Bajoria (DIN: 09346426) as the Managing Director of the Company for a period of three years from 1[st] March, 2026 to 28[th] February, 2029, both days inclusive, liable to retire by rotation, and payment of Remuneration to him.

“Resolved that pursuant to provisions of Sections 196, 197, 203 and other applicable provisions, including Schedule V of the Companies Act, 2013 (the Act) and the Rules made thereunder, Regulations 17(1C), 17(6)(e) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or re-enactment thereof for the time being in force and following the recommendation of Nomination and Remuneration Committee and Board of Directors of the Company at their respective meetings held on Saturday, 14[th] February, 2026 and as per succession planning measure and subject to other permissions and/or approvals as may be necessary, the Non-Executive Non-Independent Director of the Company, Mr Mihir Prakash Bajoria (DIN: 09346426), son of Executive Chairman of the Company, Mr Shishir Kumar Bajoria (DIN: 00084004), be and is hereby appointed as the Managing Director of the Company for a period of three years on and from 1[st] March, 2026 to 28[th] February, 2029, both days inclusive, (hereinafter referred to as the ‘tenure’), liable to retire by rotation, on terms and conditions including remuneration, perquisites and other entitlements more fully stated in the Agreement executed between the Company and Mr Bajoria on 24[th] March, 2026 and brief particulars whereof are given in the Explanatory Statement appearing hereinafter, with power to the Board of Directors to vary, alter and/or modify terms of appointment and remuneration of Mr Bajoria by mutual agreement, except that remuneration approved i.e. aggregate of his entitlement of remuneration including perquisites, in the event of loss or inadequate profit in any financial year during his tenure , will be the ‘minimum remuneration’ notwithstanding that said aggregate remuneration exceed individual limit of 5% and overall limit of 10% of eligible Net Profit specified in Section 197 read with Section I of Part II of Schedule V to the Act.

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Resolved further that the Board of Directors be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

In accordance with provisions of the MCA Circulars and other applicable laws and regulations, Members can vote only through remote e-voting process. Accordingly, the Company is pleased to offer remote e-voting facility to all its Members to cast their votes electronically. For this purpose, the Company has entered into an arrangement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency.

The e-voting facility will be available during the following period:

Commencement of e-voting period	9 AM IST on Friday, 3rd April, 2026
Conclusion of e-voting period	5 PM IST on Saturday, 2nd May, 2026
Cut-offdateforeligibility to vote	Friday,27th March,2026

Members are requested to read the instructions in the Notes under the Section “General instructions/information for Members for voting on the Resolution” in the Postal Ballot Notice to cast their vote electronically. Members are requested to cast their vote through e-voting process not later than 5 PM on Saturday, 2[nd] May, 2026 to be eligible for being considered, failing which it will be strictly construed that no vote has been cast by the concerned Member.

The Board of Directors of the Company, at its meeting held on Saturday, 14[th] February, 2026 appointed M/s. P Sarawagi & Associates, Company Secretaries, [Proprietor Mr P K Sarawagi (Membership No. FCS 3381 and C.P. No. 4882)] as Scrutinizer for scrutinizing e-voting process in a fair and transparent manner.

The Scrutinizer will submit his report to the Chairman/the person authorised by the Chairman of the Company, after completion of scrutiny of the e-voting. The results shall be declared on or before Tuesday, 5[th] May, 2026 and communicate to BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’), NSDL and will also be displayed on the Company’s website www.ifglgroup.com and at the Registered Office of the Company.

The last date of e-voting i.e. Saturday, 2[nd] May, 2026, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

By Order of the Board For IFGL Refractories Limited

Kolkata 30[th] March, 2026

Mansi Damani Company Secretary & Compliance Officer ICSI Membership No. FCS-6769

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NOTES:

1. The Explanatory Statement pursuant to Section 102 and other applicable provisions, if any, of the Act pertaining to proposed Special Business setting out the material facts is annexed hereto for your consideration.

2. Electronic copy of the Postal Ballot Notice is being sent to Members of the Company whose names appeared on the Register of Members/List of Beneficial Owners as received from the Company’s Registrar and Share Transfer Agent (RTA)/ Depositories as on Friday, 27[th] March, 2026 (“Cut-off Date”).

3. In line with the Circulars issued by the Ministry of Corporate Affairs vide General Circular Nos. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th] April, 2020 and other relevant Circulars issued from time to time by the Ministry of Corporate Affairs (‘MCA’), latest one being Circular No. 03/2025 dated 22[nd] September, 2025 (MCA Circulars), the Postal Ballot Notice is being sent only by electronic mode to those Members whose e- mail addresses are registered with the Company/RTA/Depositories. However, please note that those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/RTA/Depositories, are also entitled to vote in relation to the resolution as set out in this Notice. Members may please note that the Postal Ballot Notice will also be available on the Company’s website www.ifglgroup.com under the ‘Investor’ Section, websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL (agency for providing the remote e-voting facility) i.e. www.evoting.nsdl.com.

4. Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company’s RTA, M/s Maheshwari Datamatics Pvt Ltd, having registered office at 23, R N Mukherjee Road, 5[th] Floor, Kolkata 700001; Tel : +91 33 22482248; Email: contact@mdplcorporate.com

5. In accordance with the provisions of the MCA Circulars, Members can vote only through the remote e-voting process. Physical copies of the Postal Ballot Notice along with Postal Ballot Forms and pre-paid Business Reply Envelopes are NOT being sent to Members for this Postal Ballot.

6. Resolution passed by the Members through postal ballot is deemed to have been passed as if passed at a General Meeting of the Members.

7. Friday, 27[th] March, 2026 is the ‘ Cut-off Date ’ and fixed for determining Members entitled to vote by remote e-voting following Regulation 44 of the SEBI Listing Regulations.

8. The voting rights for Equity Shares are one vote per Equity Share, registered in the name of the Members as on Friday, 27[th] March, 2026 (“Cut-off Date”). A person who is not a Member on the relevant date should treat this notice for information purpose only.

9. All the documents referred to in the Resolution and explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process. Members desirous to inspect such documents can send an email to investorcomplaints@ifgl.in with subject line “Inspection of Postal Ballot Documents’ along with details of their Folio Number/DP ID and Client ID and self-attested copy of the PAN Card.

10. Brief Resume of Mr Mihir Prakash Bajoria having details such as nature of his expertise in specific functional areas, names of companies in which he hold directorships and memberships/chairmanships of the Board Committees, shareholding and relationships between Directors inter-se, as required by Regulation 36(3) of the SEBI Listing Regulations is annexed hereto. He has furnished requisite declarations for his appointment.

11. Members holding shares in single name and physical form are advised to make nomination in respect of their shareholding in the Company. The nomination form can be downloaded from the Company’s website www.ifglgroup.com under the ‘Investor’ Section.

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12. Voting through electronic means :

The way to vote electronically on NSDL e-voting System consists of “Two Steps” which are mentioned below :

Step 1: Access to NSDL e-voting System

(A) Login method for e-voting for Individual shareholders holding securities in Demat Mode

In terms of SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November, 2024 on e-voting facility provided by Listed Companies, Individual Shareholders holding securities in Demat Mode are allowed to vote through their Demat Account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and E-mail ID in their Demat Accounts in order to access e-voting facility.

Login method for Individual shareholders holding securities in Demat mode is given below:

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Type of Individual Shareholders Login Method
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Type of Individual Shareholders Login Method	Type of Individual Shareholders Login Method	Type of Individual Shareholders Login Method
Shareholders holding securities in Demat Mode with NSDL	1. 2. 3. 4.	For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8 - digit DP ID, 8 - digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered E-mail ID/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the“Beneficial Owner”icon under “Login”which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting”under e-Voting services and you will be able to see e- Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com/ . Select“Register Online for IDeAS Portal” or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. Visit thee-Voting website of NSDL. Open web browser by typing the following URL :https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ Section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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1. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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5. Shareholders/Members can also download NSDL Mobile App“NSDL Speede”facility by scanning the QR code mentioned below for seamless voting experience.	5. Shareholders/Members can also download NSDL Mobile App“NSDL Speede”facility by scanning the QR code mentioned below for seamless voting experience.	5. Shareholders/Members can also download NSDL Mobile App“NSDL Speede”facility by scanning the QR code mentioned below for seamless voting experience.
Shareholders holding securities in Demat Mode with CDSL	1. 2. 3. 4.	Users who have opted for CDSL Easi/Easiest facility, can login through their existing User ID and Password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi/Easiest are requested to visit CDSL websitewww.cdslindia.comand click on login icon & New System Myeasi Tab and then use your existing My Easi Username & Password. After successful login the Easi/Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by Company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting Service Providers website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from e-Voting link available on www.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, User will be able to see the e- Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.
Shareholders (holding securities in Demat Mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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Important Note : Members who are unable to retrieve User ID/Password are advised to use Forgot User ID and Forgot Password option available at above mentioned websites.

Helpdesk for Individual Shareholders holding securities in Demat Mode for any technical issues related to login through Depository i.e. NSDL and CDSL are given below.

Login type	Helpdesk details
Individual Shareholders holding securi-ties in Demat Mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.comor call at 022 - 4886 7000
Individual Shareholders holding securi-ties in Demat Mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at toll free no. 1800-21-09911

(B) Login Method for Shareholders other than Individual Shareholders holding securities in Demat Mode and Shareholders holding securities in Physical mode.

How to Login to the NSDL e-voting website?

1. Visit the e-voting website of NSDL. Open web browser by typing https://www.evoting.nsdl.com/ either on a Personal computer or on a mobile.

2. Once the home page of e-voting system is launched, click on the icon ‘Login’ which is available under ‘Shareholder/Member’ Section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL e-services i.e. IDeAS, you can Login at https://eservices.nsdl.com/ with your existing IDeAS login. Once you Login to NSDL e-services after using your Login credentials, click on e-voting and you can proceed to Step 2 i.e. cast your vote electronically.

1. Your User ID details are given below :

Manner of holding shares	Your User ID is :
a) For Members who hold shares in Demat Account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in Demat Account with CDSL.	16 digit Beneficiary ID For example, if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company For example, if Folio number is 001 and EVEN is 101456 then user ID is 101456001

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1. Password details for Shareholders other than Individual Shareholders are given below :

2. a) If you are already registered for e-voting, then you can use your existing password to login and cast your vote.

3. b) If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘Initial Password’ which was communicated to you. Once you retrieve your ‘Initial Password’, you need to enter the ‘Initial Password’ and the system will force you to change your password.

4. c) How to retrieve your ‘Initial Password’?

   • (i) If your e-mail ID is registered in your Demat Account or with the Company, your ‘Initial Password’ is communicated to you on your e-mail ID. Trace the e-mail sent to you from NSDL from your mailbox. Open the e-mail and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit Client ID for NSDL account, last 8 digits of Client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘Initial Password’.

   • (ii) If your e-mail ID is not registered, please follow steps mentioned below i.e. process for those Shareholders whose e-mail IDs are not registered.

5. If you are unable to retrieve or have not received the ‘Initial Password’ or have forgotten your password:

6. a) Click on “Forgot User Details/Password” (If you are holding shares in your Demat Account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) Physical User Reset Password? (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your Demat Account Number/Folio Number, your PAN, your name and your registered address etc.

9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e- voting system of NSDL.

10. After entering your password, tick on Agree to ‘Terms and Conditions’ by selecting on the check box.

11. Now, you will have to click on ‘Login’ button.

12. After you click on the ‘Login’ button, home page of e-voting will open.

Step 2 : Cast your Vote electronically on NSDL e-voting system.

1. After successful Login at Step 1, you will be able to see all the Companies ‘EVEN’ in which you are holding shares and whose voting cycle is in active status.

2. Select ‘EVEN’ of company for which you wish to cast your vote during the remote e-voting period.

3. Now you are ready for e-voting as the voting page opens.

4. Cast your vote by selecting appropriate options i.e. Assent or Dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message ‘Vote Cast Successfully’ will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you Confirm your vote on the resolution, you will not be allowed to modify your vote.

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General instructions/information for Members for voting on the Resolution:

• a) Voting period will begin on Friday, 3[rd] April, 2026 at 9.00 AM and end at 5 PM on Saturday, 2[nd] May, 2026 . During this period, Members of the Company, holding shares either in physical form or in dematerialised form, as on Friday, 27[th] March, 2026 (“Cut-off Date”) may cast their vote(s) electronically. Remote e-voting module shall be disabled by NSDL for voting thereafter.

• b) Voting rights of Members shall be in proportion to their share in the paid up Equity Share Capital of the Company as on Friday, 27[th] March, 2026 (“Cut-off Date”) . A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cutoff Date shall only be entitled to avail the facility of remote e-voting.

• c) Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are required to send a scanned copy (PDF/JPG format) of the relevant Board Resolution/ Power of Attorney/ Authority Letter etc. to the Scrutinizer by e-mail to pawan@sarawagi.in with a copy marked to evoting@nsdl.com. Institutional Members (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

• d) In case of any queries, Members may refer the Frequently Asked Questions (FAQs) and e-voting user manual for Shareholders available at https://www.evoting.nsdl.com/ or call on : 022 - 4886 7000 or send request to Ms. Pallavi Mhatre, AVP, NSDL, 301, 3rd Floor, Naman Chambers, G Block, Plot No - C-32, Bandra Kurla Complex, Bandra East, Mumbai - 400051 at evoting@nsdl.com. It is strongly recommended that Members do not share their password with any other person and take utmost care to keep password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, Members will need to go through the ‘Forgot User Details/Password’ or the ‘Physical User Reset Password’ option available on https://www.evoting.nsdl.com/ to reset the password.

Process for those Members whose e-mail IDs are not registered with the Company/Depositories for procuring User ID and Password and registration of E-mail IDs for e-voting for the resolutions set out in this Notice :

1. In case shares are held in physical mode, please provide Folio No., Member’s name, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by e-mail to investorcomplaints@ifgl.in .

2. In case shares are held in Demat Mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit Beneficiary ID), Name, Client Master list or copy of Consolidated Account Statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to investorcomplaints@ifgl.in . If you are an Individual shareholder holding securities in Demat Mode, you are requested to refer to the Login method explained at step 1 (A) i.e. Login method for e-voting for Individual Members holding securities in Demat Mode.

3. Alternatively, members may send e-mail request to evoting@nsdl.com for obtaining User ID and Password for providing the details mentioned in point (1) or (2) as the case may be.

4. In terms of SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November, 2024 on e-voting facility provided by Listed Companies, Individual Members holding securities in Demat Mode

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are allowed to vote through their Demat Account maintained with Depositories and Depository Participants. Members are required to update their mobile number and e-mail ID correctly in their Demat Account in order to access e-voting facility.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 IN RESPECT OF SPECIAL BUSINESS AT SERIAL NO 1 OF THE POSTAL BALLOT NOTICE

The Special Resolution proposed in the accompanying Postal Ballot Notice is in accordance with the provisions of the Companies Act, 2013 (“the Act”) and the rules made thereunder and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

Based on recommendation of the Nomination and Remuneration Committee (‘NRC’), the Board of Directors (‘Board’), at its meeting held on Saturday, 14[th] February, 2026, has approved the appointment of Mr Mihir Prakash Bajoria (DIN: 09346426) as the Managing Director of the Company, liable to retire by rotation, for a period of three (3) years commencing from 1[st] March, 2026 and ending on 28[th] February, 2029, both days inclusive, subject to the approval of the Members.

An agreement setting out the terms and conditions of his appointment, including remuneration, has been executed on 24[th] March, 2026, between the Company and Mr Mihir Prakash Bajoria, brief particulars whereof are given hereinbelow.

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Particulars Entitlement
Rs 21,66,000 (Rupees Twenty-One lacs and Sixty-Six
Basic Salary (per month)
thousand) plus yearly increment not exceeding 25%
Medical Expenses for self At actual
Leave Travel Concession for self At actual
Monthly subscription of 2 (two) clubs (excluding
At actual
Admission and Life Membership Fees)
Personal Accident/Medical Insurances As per Company’s Scheme
Contribution u/s 80 CCD(2) of the Income Tax Act,
14% of Basic Salary
1961
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Apart from above, Mr Bajoria will also be entitled to eligible retiral benefits like Provident Fund, Gratuity etc.

Total remuneration including allowances, perquisites will however be within individual limit of 5% and overall limit of 10% of eligible Net Profit of each of the respective year.

However, one of the terms and conditions of his appointment is that, in the event of loss or inadequate profit in any financial year during the tenure of his office, the aggregate remuneration payable to him, including perquisites, shall be treated as minimum remuneration in accordance with the provisions of Schedule V to the Act notwithstanding that such remuneration may exceed the individual limit of 5% and collective limit of 10% as specified under Section 197 read with Section I of Part II of Schedule V to the Act.

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The Board, on the recommendation of the NRC and in consultation with Mr Bajoria, shall have the authority to alter, modify or vary his remuneration and perquisites, including monetary value thereof, from time to time, as it may in its absolute discretion deem fit, proper and necessary.

In addition to remuneration and perquisites, Mr Bajoria shall be entitled to reimbursement of expenses incurred towards travelling, boarding and lodging during official business trips and provision of car for use on the Company’s business. Such expenses shall not be considered as perquisites.

Mr Bajoria shall perform his duties with regard to the Company under the overall supervision of Executive Chairman of the Company and shall comply with all orders and directions issued by the Board from time to time. He shall act in accordance with the Articles of Association of the Company and comply with provisions of Section 166 of the Act relating to the Duties of Directors. Mr Bajoria shall adhere to the Company’s Code of Conduct for Board of Directors, including Independent Directors, Key Managerial Personnel, Senior Management and other Management Personnel. His appointment may be terminated either by the Company or Mr Bajoria by giving six (6) months’ prior written notice to the other.

Mr Bajoria satisfies all the conditions specified under Section 196(3) of the Act and is not disqualified from being appointed under Section 164 of the Act.

The above may be treated as a written memorandum setting out the terms of appointment under Section 190 of the Act and the applicable provisions of the SEBI Listing Regulations.

Mr Mihir Prakash Bajoria is interested in the Special Resolution proposed. His relatives, including Executive Chairman of the Company, Mr Shishir Kumar Bajoria, are also interested including to the extent of their shareholding in the Company. None of the other Directors, Key Managerial Personnel of the Company or their relatives, are concerned or interested, financially or otherwise, in the said resolution.

The Board recommends passing of the Special Resolution proposed in the Postal Ballot Notice as the same is in the interest of the Company.

All the documents referred to in this Explanatory Statement shall be available for electronic inspection up to last date of e-voting i.e. Saturday, 2[nd] May, 2026. Members desirous to inspect such documents can send an email to investorcomplaints@ifgl.in with subject line “Inspection of Postal Ballot Documents’ along with details of their Folio Number/DP ID and Client ID and self-attested copy of the PAN Card.

BRIEF RESUME OF MR MIHIR PRAKASH BAJORIA PROPOSED TO BE APPOINTED AS MANAGING DIRECTOR

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Name of the Director Mr Mihir Prakash Bajoria
Serial No. of the Notice 1
DIN 09346426
Date of Birth and Age 19 [th] August, 1985
40 Years
Experience 16 years
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Terms and conditions of As disclosed in the Postal Ballot Notice and the Explanatory Statement
appointment or re-appointment forming part thereof. For the sake of brevity, the information already
along with details of remuneration disclosed has not been repeated here.
sought to be paid
Date of first Appointment on the 24 [th] May, 2025
Board
Bried Resume and Expertise in  Possesses extensive knowledge of the refractory industry and its
Specific Functional Area intricacies.

Served on the Board of Company’s UK Subsidiary, Monocon
International Refractories Ltd from February, 2010 to August, 2025,
beginning as Director and later elevated to Chairman in 2015, a
position held until 31 [st] August, 2025.

Demonstrated strong leadership and management skills in steering the
global operations of IFGL Group.

Applied sound reasoning and strategic problem-solving to overcome
complex international business challenges.

Applied strong team-building skills to motivate teams and drive
consistent results.
Qualification  Holds a diploma in International Relations, Politics and Economy
from Oxford Brookes University.

Completed International Baccalaureate at Sevenoaks School.
Board Membership of other He is Director of following companies, none of which is Listed.
Companies (including Listed) 1. Bajoria Enterprises Limited
2. Indra Nagar Properties Private Limited
3. Bajoria Real Estate Private Limited
Chairman/Member of the He is Member of:
Committee of the Board of  Risk Management Committee
Directors of the Company  Investment Committee
Chairman/Member of the None
Committee of Directors of other
Public Company (including
Listed) of which he is Director
Name of Listed Entities from Nil
which the Director has resigned in
the last three years
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Number of Board Meetings (BM)	Since his appointment as Non-Executive Non-Independent Director of the Company, 5(five) Board Meetings of the Company have been held, of which he attended 3 (three).
attended during the financial year
2025-26 (upto the date of this
Notice)
Shareholding as on 27th March	Nil
2026
Remuneration last drawn	He was not paid any remuneration from the Company except Sitting Fees.
Inter-se relationship between	He is son of Executive Chairman of the Company, Mr Shishir Kumar Bajoria (DIN: 00084004)
Directors and Key Managerial
Personnel of the Company

Statement having details as per Section II of Part II of Schedule V to the Act in respect of proposed Special Resolution of the Postal Ballot Notice :

1. General Information

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Nature of Industry The Company is one of the prominent Manufacturer and Trader of
Specialised Refractory Products and Total Refractory Solution
Provider for Iron and Steel Industry.
Date or expected date of 1 [st] May, 2012
commencement of commercial
production
In case of new Companies, Not Applicable
expected date of commencement of
activities as per project approved
by the Financial Institutions
appearing in the Prospectus
Financial Performance for Total Income Profit before Profit for the
Financial Year 2024-25 based on (Rs in lakhs) Tax year
given indicators (Rs in lakhs) (Rs in lakhs)
Standalone 1,01,386 7,455 5,760
Consolidated 1,67,044 5,954 4,298
Export Performance FOB Value of Exports: Rs 25,452 lakhs for Financial Year 2024-25
Foreign investments or None
collaborations, if any
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2. Information about the Appointee, Mr Mihir Prakash Bajoria

• Background, job profile, justification for suitability, recognition and awards conferred, details of past and present remuneration etc of Mr Mihir Prakash Bajoria are given in Postal Ballot Notice and Explanatory Statement forming part thereof. For the sake of brevity, all said Information have not been repeated here.

• The Company is Indian multinational with multiple facilities in India and abroad for manufacture of highly specialised refractory products. Hence remuneration of Mr Mihir Prakash Bajoria are strictly not comparable with other Indian Companies including those engaged in manufacture of comparable products. Remuneration including perquisites payable are commensurate to stature and profile of the Appointee, his role and responsibilities and modest and comparable with that paid by other Companies at large.

• Mr Bajoria does not have any pecuniary relationship directly or indirectly with the Company except that by virtue of him being Managing Director of the Company. He is son of Executive Chairman of the Company, Mr Shishir Kumar Bajoria (DIN: 00084004).

3. Other Information

Reasons of loss or inadequate	The Company has been operating satisfactorily and is presently a profit- making entity. While no loss or inadequacy of profits is envisaged during the tenure of Mr Mihir Prakash Bajoria as Managing Director, the Company being engaged in manufacturing, remains susceptible to various micro and macroeconomic factors beyond its control. As a matter of abundant precaution and in compliance with Schedule V to the Companies Act, 2013, approval of the Members is being sought to enable the Company to pay Managerial Remuneration in the event of any loss or inadequacy of profits during his tenure.
profts
Steps taken or proposed to be	It is and will remain, the continued endeavor of the Company to enhance its performance through various strategic initiatives, including increasing production capacity, diversifying the product portfolio and driving cost efficiencies and productivity by achieving operational excellence.
taken for improvement
Expected increase in	The Company expects improvements in productivity and profitability driven by the above initiatives. While it is not possible to quantify the exact increase in measurable terms, the Company anticipates of achieving enhanced operational efficiency and improved margins in coming years and thereby having sufficient profits for the payment of managerial remuneration to Mr Mihir Prakash Bajoria.
productivity and profts in
measurable terms

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