Indag Rubber Ltd

<dhhead>BOARD’S REPORT</dhhead>

To

The Members,

The Board of Directors are pleased to present the Annual Report of the Company together with the audited Financial Statements for the year ended March 31, 2024.

FINANCIAL RESULTS AND STATE OF THE COMPANY’S AFFAIRS

PERFORMANCE REVIEW

During the year under review, your Company had net revenue of Rs. 261.23 Crores as against Rs. 252.24 Crores in the previous year. The Profitbefore finance cost and depreciation amounted to Rs. 27.73 Crores as against Rs. 22.03 crores in the previous year. operations, including major developments have been further The discussed in various sections of this report.

INTERNAL FINANCIAL CONTROLS

The Company has policies and procedures in place for ensuring orderly and efficient conduct of its business including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The details of internal control system are given in theManagement Discussion and Analysis Report (MDAR).

@DIVIDEND

During the year, the Board of Directors had declared Interim Dividend of Rs. 0.90/- per equity share of face value of Rs. 2/- each (45%) on November 14, 2023 which has been paid on December 7, 2023.

The Board of Directors are pleased to recommend a Final Dividend of Rs. 2.10/- per Equity Share of face value of Rs. 2/- each (105%) for the Financial Year 2023-2024, thus making a total Dividend of Rs. 3.00/- per Equity Share of Rs. 2/- each (150%).

Subject to the approval of the Shareholders at the ensuing Annual General Meeting, the Final Dividend will be paid to those Members whose name appears on the Register of Members of the Company as on close of business hours of 29^th August, 2024 if shares are held in physical form; in respect of shares held in dematerialized form, it will be paid to those members whose names are furnished by NSDL and CDSL, as beneficial owners as on 22^nd August, 2024.

@ The Board, through circular resolution passed on June 26, 2024 preponed the date of 45^th AGM, dividend payment date, date of book closure and record date for payment of dividend. Consequent to this development, the Final Dividend will be paid to those Members whose name appears on the Register of Members of the Company as on close of business hours of 16^th August, 2024 if shares are held in physical form; in respect of shares held in dematerialized form it will be paid to those members whose names are furnished by NSDL and CDSL, as beneficial owners as on 9 ^th August, 2024.

TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserve for the financial year ended March 31, 2024.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY

During the year, your company has diversified into the green energy sector through in Millenium Manufacturing Systems Private Limited (Subsidiary Company). No other material changes have occurred and commitments made, affecting the financial position of the Company, between the end of the financial year of the Company and the date of this report

There is no order passed by any regulator or court or tribunal against the Company, impacting the going concern concept or future operations of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Uday Harsh Khemka (DIN - 00323609), retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends the re-appointment of Mr. Uday Harsh Khemka as Director liable to retire by rotation. The information in terms of Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been provided in the notice convening the Annual General Meeting.

Mr. Harjiv Singh (DIN: 00507695), completed his second term as an Independent Director on May 23, 2023 and ceased to be the Director of the Company.

Mr. Sushil Kumar Dalmia (DIN-00061625) was appointed as Independent Director of the Company w.e.f. May 24, 2023. Appointment of Mr. Sushil Kumar Dalmia was approved by the Shareholders of the Company in 44^th Annual General Meeting of the Company. Mr. Prithvi Raj Khanna (DIN: 00048800) and Ms. Bindu Saxena (DIN: 00167802), have completed their second term as Independent Directors on March 31, 2024 and ceased to be the Directors of the Company. The Board places on record deep appreciation for guidance and support provided by Mr. Prithvi Raj Khanna, Ms. Bindu Saxena and Mr. Harjiv Singh during their tenure with the Company.

Board has, on the recommendation of Nomination and Remuneration Committee, appointed Mr. Nikhil Khanna (DIN-01029665) and Ms. Ranjana Agarwal (DIN: 03340032) as Additional and Independent Directors of the Company w.e.f. April 1, 2024. Appointment of Mr. Nikhil Khanna & Ms. Ranjana Agarwal shall be subject to approval of Shareholders, to be sought through postal ballot.

Mr. Vijay Shrinivas (DIN-08337007) was appointed as the CEO & Whole Time Director of the Company w.e.f June 1, 2021 for a period of three years. His re-appointment as CEO and Whole time Director for a further period of three years is being placed before the Shareholders in the ensuing Annual General Meeting for their approval.

Mr. Nand Lal Khemka (DIN-00211084) was appointed as the Chairman cum Managing Director of the re-appointment as Managing DirectorCompanyw.e.f.April1, 2020for(also periodof five the years, effective April 1, 2025, is being placed before the Shareholders Chairman)forafurtherperiodoffive in the ensuing Annual General Meeting for their approval. Further, the approval of Central Government shall also be bought for his appointment, effective April 01, 2015.

Ms. Manali D. Bijlani has resigned from the position of Company Secretary and Compliance OfficerCompany w.e.f. close of business hours of October 31, 2023. Ms. Sonal Garg has been appointed as a Company Secretary and Compliance Officer of the Company w

INDEPENDENT DIRECTORS’ DECLARATION

During the period under review, all Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board confirms that the Independent Directors fulfill all the conditions specified in the Companies2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 making them eligible to act as Independent Directors.

BOARD MEETINGS

The details of number and dates of meetings held by the Board and its Committees, attendance of Directors and sitting fee/ commission/ remuneration paid to them is given separately in the attached Corporate Governance Report.

EVALUATION OF THE BOARD’S PERFORMANCE

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board, its committees and of individual Directors was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

The performance evaluation of Independent Directors was done by the entire Board of Directors on February 6, 2024 and in the evaluation, the directors who were subject to evaluation did not participate. The Board opined that the Independent Directors meet the criteria of persons with integrity and possess relevant expertise/ experience, including proficiency (where required) and fulfilling the conditions specified in the Act for appointment as Independent Directors and are independent of the Management.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy applies to Directors, Key Managerial Persons and Senior Management Personnel. The policy is approved by the Nomination and Remuneration Committee and the Board.

The policy is available on the Company’s website under the web link https://indagrubber.com/uploads/ document/NRC_policy.pdf. The policy is designed to attract, motivate and retain manpower by creating congenial work environment and inculcating a sense of belonging, besides offering appropriate remuneration package and superannuation benefits. The appointment and remuneration of Executive Directors is based on merit and seniority of person. Non- Executive Directors are paid sitting fee and commission in accordance with the Companies Act, 2013.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

Stakeholders’ Relationship Committee comprised of Mr. Raj Kumar Agarwal as Chairman and Mr. Nand Khemka & Mr. Vijay Shrinivas as members. The details of terms of reference of the Committee, Members and dates of meetings held and attendance of the Directors are given separately in the Corporate Governance Report.

AUDIT COMMITTEE

Audit Committee comprised of Mr. Raj Kumar Agrawal as Chairman and Mr. Nand Khemka, Mr. Prithvi Raj Khanna and Mr. Sushil Kumar Dalmia as members. Mr. Prithvi Raj Khanna ceased to the Member of the Audit Committee w.e.f. March 31, 2024 due to completion of his second term as an independent director. Ms. Ranjana Agarwal has been inducted as a Member of the Committee w.e.f April 1, 2024. The details of terms of reference of the Committee, Members and dates of meetings held and attendance of the Directors are given separately in the Corporate Governance Report.

VIGIL MECHANISM

Company has a vigil mechanism for directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct. The mechanism provides for adequate safeguards against victimization of directors and employees who avail of the mechanism. In appropriate cases, directors and employees have direct access to the Chairman of the Audit Committee. Vigil Mechanism (Whistle Blower Policy) is available on the Company’s website www. indagrubber.com.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a policy on prohibition, prevention and redressal of sexual harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as contained under "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013". The Company has complied with the provision relating to constitution of Internal Complaints Redressal Committee under the Act. The Internal Committee composed of internal members and an external member . whohasextensiveexperienceinthefield

During the financial year 2023-2024, the details of the complaints were as under-

1. Number of complaints filed during the financial Nil

2. Number of complaints disposed of during the financial year Not Applicable

3. Number of complaints pending as on end of the financial year Nil

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required to be furnished under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in Annexure ‘I’, which forms part of the report.

COMMITMENT TO QUALITY AND ENVIRONMENT

Indag recognizes quality and productivity as a pre-requisite for its operations and has implemented ISO 9001:2015 standards and ISO 14001:2015 standards.

Anti-pollution systems are fully installed and operational. Continuous efforts to preserve the environment are pursued and are more particularly provided in Annexure-I of this report.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility Committee comprised of Mr. Uday Khemka as the Chairman and Mr. Nand Khemka, Mr. Prithvi Raj Khanna, Mr. Shiv Khemka and Mr. Vijay Shrinivas as the members. Mr. Prithvi Raj Khanna ceased to be the Member of the Corporate Social Responsibility Committee w.e.f March 31, 2024 due to completion of his second term as an independent director. Mr. Nikhil Khanna has been inducted as a Member of the Committee w.e.f April 1, 2024.

During the year, we continued CSR activities towards improving the quality of life of inter alia, the community in and around Nalagarh through health programs, education and better agricultural and dairy farming practices. We also continued our support to five (5) Navi Disha Schools and Maharani Gurucharan

Kaur School at Nabha, Punjab engaged in imparting education to under privileged students. CSR policy is available on Company’s website www.indagrubber.com, under the web-link https://indagrubber.com/ uploads/document/CSR_Policy1.pdf Report on CSR activities is given in Annexure ‘II’ forming part of this report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 134(3)(q) and Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in Annexure ‘III’.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES A. SUBSIDIARIES:

1.During the year, Millenium Manufacturing Systems Private Limited (formerly known as Indergy Power Systems Private Limited) became subsidiary Company of Indag Rubber Limited. It is engaged in the business of manufacturing of Power Conversion System (PCS) for Battery Energy Storage Solutions (BESS) and power electronics in the green energy sector.

2. SUN-AMP Solar India Private Limited, a subsidiary of the Company, was voluntarily wound up on June 16, 2023. The Company has framed a Policy for determining Material Subsidiaries.

B. JOINT VENTURE COMPANIES:

The Company does not have any Joint Venture Company during the year under review.

C. ASSOCIATE COMPANIES:

The Company does not have any Associate Company during the year under review.

RELATED PARTY TRANSACTIONS

All related party transactions entered by the Company during the financial year were at arm’s length basis and were entered after seeking omnibus/prior approval of the Audit Committee, which were periodically placed before the Board for review. The details of the transactions with related parties are provided in the

Company’s financial statements in accordance with the applicable provisions/

Disclosure required under Schedule V of SEBI LODR Regulations 2015 read with Regulation 34(3) is given as under:

Company has provided a Corporate Guarantee for an amount not exceeding Rs. 20 Crores in favour of Kotak Mahindra Bank Limited (the "Bank’) in respect of Working Capital loan granted by the Bank to Millenium Manufacturing Systems Pvt. Limited (formerly known as Indergy Power Systems Private Limited, Subsidiary of the Company).

The details of transactions not in the ordinary course of business are provided in Annexure- VII of this report.

The Company has a policy on materiality of and dealing with Related Party Transactions, as approved by the Board, which is available at its website www.indagrubber.com.

AUDITORS

Khanna & Annadhanam, Chartered Accountants, the Statutory Auditors of the Company were re-appointed in the 43^rd Annual General Meeting held on July 28, 2022 for a period of 5 (five) consecutive years to hold the office until the conclusion of 48 ^th Annual General Meeting of the Company.

There are no qualifications, reservation or remarks made by the

SECRETARIAL AUDIT

Secretarial Audit was conducted during the year by the Secretarial Auditor RMG & Associates, Practicing Company Secretaries. The Secretarial Auditors Report is attached as Annexure ‘IV’. There are no qualifications, observations or remarks made by the Secretarial Auditor in their report.

COST AUDITORS

Based on the recommendation of Audit Committee, the Board approved the appointment of Shome &

Banerjee, Cost Accountants, as the Cost Auditors of the Company for the financial year 2024-2025 at a remuneration of Rs. 1,50,000/- plus out of pocket expenses and taxes. The proposed remuneration of the Cost Auditors would be approved by the members in the ensuing General Meeting.

In terms of Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 the cost accounts and records are being made and maintained by the Company.

Cost Audit Report for the financial year ended on March 31, 2023 was filed on August 18, 2023.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the Auditors have reported to the Audit Committee, or to the Board, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

LOANS, GUARANTEES OR INVESTMENTS

The Company has made investments in securities of other body corporate(s) and given guarantees, the details of which are given in Note ‘7 & 13’ to Financial Statements, which are within the limits prescribed under Section 186 of the Companies Act, 2013.

DEPOSITS

Your Company has not accepted any deposit and, accordingly no amount was outstanding as at the Balance Sheet date. The Provisions of Section 73 of Companies Act, 2013 and Rules made thereunder with reference to acceptance of deposits are not applicable on the Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as Annexure ‘V’ to this Report.

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis Report.

ANNUAL RETURN

The particulars required to be furnished under Section 92(3) read with Section 134(3) of the Companies Act, 2013 and with Companies (Management and Administration) Rules, 2014 as prescribed will be available at Company’s website link at https://indagrubber.com/investorrelation/detail/1/1

LISTING

The equity shares of your Company are listed on the BSE Limited.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, members are requested to avail the facility of dematerialization of shares with either of the depositories as aforesaid. As on March 31, 2024, 99.3% of the share capital stands dematerialized.

CORPORATE GOVERNANCE

A separate report of the Board of Directors of the Company on Corporate Governance is included in the Annual Report.

CODE OF CONDUCT

Directors, Key Managerial Personnel and Senior Management of the Company have confirmedcompliance with the Code of Conduct applicable to the Directors and Employees of the Company and the declaration in this regard made by the CEO & Whole Time Director forms a part of this report of the directors. Code of Conduct is available on the Company’s website www.indagrubber.com.

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

The certificate from RMG & Associates, Practicing Company Secretaries, the requirements of Corporate Governance as stipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual report.

COMPLIANCE WITH SECRETARIAL STANDARDS

Secretarial Standard 1- Meetings of the Board of Directors and Secretarial Standard 2- General Meetings, as applicable have been complied with by the Company.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT-

ANNEXURES FORMING PART OF BOARD’S REPORT

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report:

Annexure Particulars

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

II Report on Corporate Social Responsibility

III Particulars of Employees under Section 134(3)(q) and Section 197(12) of the Companies Act, 2013

IV Secretarial Audit Report

V Management Discussion and Analysis Report

VI Details of Subsidiary Company in Form AOC-1

VII Details of Related Party Transactions in Form AOC-2

CAUTIONARY STATEMENT

Statements in this report, describing the Company’s objectives, expectations and/ or anticipations may be forward looking within the meaning of applicable Securities Law and Regulations.

Actual results may differ materially from those stated in the statement. Important factors that could influence the Company’s operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors wish to inform members that the Audited Accounts containing Financial Statements for the Financial Year 2023-24 are in conformity with the requirements of the Companies Act, 2013. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Company’s financial condition and results of operation.

In terms of provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors further confirm as under:

i) That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial period and of profit or loss of the Company for that period;

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the applicable provisions for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts on a "going concern basis".

v) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) That the Directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

The Company’s Internal Auditors have conducted periodic audits to provide reasonable assurance that the Company’s approved policies and procedures have been followed.

APPRECIATIONS

Your Directors wish to place on record their appreciation for the continuous support received from the members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Company’s employees at all levels.