India Glycols Ltd

To The Members

Your Directors are pleased to present the 40^th Annual Report on the business and operations of the Company, together with the Audited Financial Statements of your Company for the financial year ended 31 ^st March, 2024.

Financial Results

* Includes State Excise Duty, as applicable.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 8/- (Rupee Eight Only) i.e. 80% (Previous year Rs. 7.50/- per equity share i.e. 75%) per equity share of face value of Rs. 10/- each for the financial year ended 31 ^st March, 2024 subject to the approval of the Shareholders in the ensuing Annual General Meeting ("AGM"). The total outgo on account of dividend will be Rs. 24.77 Crores (Previous year Rs. 23.22 Crores). In view of the changes made under the Income-tax Act, 1961 by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders.

The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The dividend recommended is in accordance with the Company's Dividend Distribution Policy ("the Policy") adopted in pursuance to the provisions of Regulation 43A of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations").

The Policy contains broad parameters and factors while recommending/declaring dividend(s) by the Board of Directors.

The Policy is available on the Company's website at https:// www.indiaglycols.com/wp-content/uploads/2023/08/Dividend-distribution-policy.pdf.

Performance Review

FY 2023-24 remain a fabulous year for India Glycols Limited, as your Company achieved its highest ever revenue. The strong performance was driven by the growth in all business segments. Embarking on the successful commissioning of grain-based distilleries, in FY 23, of 180 KLPD and 110 KLPD in Kashipur and Gorakhpur, respectively, the capacities were further augmented to 400 KLPD in Kashipur in FY 24 which would further be enhanced to 500 KLPD in the current fiscal.

The Company is also aiming to increase the grain-based distillery capacities in Gorakhpur to 290 KLPD. The augmented capacities are a step to move towards self-sufficiency. The ramped up in-house capacity of ethanol is expected to boost new businesses such as ethanol blending programme of the Govt. of India and usage in the New Specialty Business in addition to continuous supplies to Potable Business. The rising price of feedstock in terms of grain prices and ethanol remain a challenge as they continued to impact the margins. Also, the Red Sea conflict issue arising out of geo-political situation affected the business towards the US and Europe regions. During the FY 2023-24, on a standalone basis, your Company registered total revenue of Rs. 7,944 Crores as compared to

Rs. 6,668 Crores in FY 2022-23, an increase of over 19% indicating strong growth. The profit after depreciation and tax for the FY 2023-24 was Rs. 152 Crores in comparison of Rs.99 Crores in the FY 2022-23. The Bio-based Specialties and Performance Chemicals business garnered increased revenue of approx. 19 % and also the improved margins in comparison to last financial year. Similarly, for Potable Spirit segment, the revenue was increased by over 18% and significant in margins over the previous year owing to markets expansions and channelizing the para-military and Canteen Stores Department ("CSD") business and uptake of volumes across operating states. With enhanced capacities for nicotine and nutraceuticals and new entry in South East Asian markets, the Ennature Bio-Pharma (Nutraceuticals) Business registered a decent revenue growth of about 7% over the previous year.

Depending upon the product mix and margins, the Company optimized the usage of imported alcohol and in-house capacities. Under the current scenario, the outlook for the near future remains positive. During the year under review, no amount was transferred to reserves.

Material Changes and Commitments Affecting the Financial Position of the Company

There were no material changes and commitments affecting the financial position of the Company between the end of financial year and date of this report. There has been no change in the nature of the business of the Company.

Credit Ratings

During the financial year 2023-24, CARE Ratings Limited

("CARE"), a credit rating Agency, has revised ratings for the long-term/short-term bank facilities of the Company.

The instrument wise ratings details and the revisions therein during financial year 2023-24 are given in Corporate

Governance Report which forms part of this Report.

Bio-Based Specialities and Performance Chemicals Bio-based Glycols, Bio-Polymers and Industrial Gases

IGL, a leading manufacturer of bio-based glycols, ethanol, and industrial gases, continues to carve a path of sustainability and innovation in various sectors. With a focus on renewable sources, strategic partnerships, and cutting-edge technologies, IGL is reshaping industries while aligning with global sustainability goals.

In the realm of bio-based glycols, IGL stands out with its flagship product, Bio-based MEG, renowned for its significantly reduced carbon footprint. Despite challenges in the chemicals market, including declining prices of petro-based MEG and economic slowdowns, IGL navigated through innovative strategies, retaining sales volume and expanding market share in Far East and SE Asia.

In the domain of bio-polymers, IGL leverages India's abundant guar resources, catering to diverse industries such as oil drilling, textiles, food, and water treatment.

Despite challenges in the shale gas industry, IGL anticipates growth opportunities driven by oil drilling activities and diversification into new end applications beyond the oil field segment. The Company registered a sale value of Rs. 39 Crores during FY 2023-24.

Looking towards the future, IGL embarks on a new journey with the introduction of specialty chemical products. With a focus on sustainability and efficiency, your Company commissioned a New Specialty Unit plant capacity of 5,000 MT (depending on the product mix) during FY 24. This unit aims to develop innovative chemistries, including bio-amines, biopolymers, and green solvents. The Company has bagged sizable orders from oil and gas major companies which is an encouraging trend. By staying at the forefront of technological advancements and fostering a culture of innovation, IGL is poised to redefine industry standards and meet evolving market demands. In the industrial gases sector, IGL continues to excel, with a focus on quality and customer satisfaction. With significant and other industrial

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gases, coupled with initiatives to enhance quality control, IGL maintains its position as a trusted supplier in both domestic and international markets. The Company registered a sale value of Rs. 52 Crores during FY 2023-24.

Sales of Glycols [Monoethylene Glycol (MEG), Diethylene Glycol (DEG), Triethylene Glycol (TEG), Heavy Glycols and Glycols Ether] have decreased to 44,502 MT in FY

2023-24 in comparison to 49,367 MT during the last fiscal

2022-23 and the sales value was at Rs. 1,206 Crores and

Rs. 1,290 Crores, respectively.

During the year, your Company produced 40,699 MT of Glycols compared to 48,445 MT last year.

Power Alcohol (Bio-Fuels)

OwingtocontinuedhighdemandofBio-Fuels,theCompany had incurred Capex to enhance the capacity of its Bio-Fuel ethanol plant at Kashipur, part whereof was commissioned in Q4/FY 24. The Company is in process to further enhance the capacities which should be commissioned in current fiscal. The Company continues to supply Bio-

Fuels to Oil Manufacturing Companies ("OMC's") through tender participation , as per Government of India's Ethanol Blending Programme ("EBP") and during the year under review, has been allocated quantities for supply of 16.55 crore liters of Ethanol with an estimated value aggregating to Rs. 1,164 Crores under EBP during Ethanol Supply Year from 1^st November, 2023 till 31^st October, 2024. During the year under review, the Company registered a revenue of Rs. 512 Crores from sale of Power Alcohol as compared to Rs.126 Crores during previous year.

The Bio-based Specialty and Performance Chemical segment has been discussed in more detail in the Management Discussion and Analysis Report which forms part of this Report.

Potable Spirits (IMFL & Country Liquor) and ENA

In the potable spirits segment, IGL's state-of-the-art distilleries produce premium quality ENA, catering to domestic and international markets. We are also working towards establishing the Company as a premier brand in the space of Indian Made Foreign Liquor ("IMFL"). We are continuously working to maintain our leadership position in the branded country liquor segment as well.

Further, the Company continues to be a major player in North India for domestic pharma markets. It remains a trusted and reliable supplier to many well established pharma, homeopathic and perfumery companies. The Company has been supplying premium quality ENA to leading alcoholic beverages companies in North India. The existing tie-up with Bacardi for bottling of their products at the Kashipur bottling unit continues to perform well.

During the year, your Company registered gross sales value of

Rs. 5,558 Crores as compared to Rs. 4,705 Crores last year in the

Potable Spirits division.

Your Company has the license for operations and sale of branded Country Liquor in the States of Uttar Pradesh and

Uttarakhand and continues to maintain the leadership position in both states. The Country Liquor brands have been well received by the consumers in all these markets.

The Company is producing IMFL brands from its Gorakhpur and Kashipur unit. In the IMFL segment, the Company has a wide portfolio of brands across spectrum of Whisky, Vodka & Rum segments which have been well accepted across markets by the consumers. Embarking on the success of Amazing Vodka brand, the Company has launched new flavour- Cranberry- in addition to existing flavours. The Cranberry flavoured Vodka is currently rolled out in the state of Uttar Pradesh and would be launched in Uttarakhand and Delhi later. The Company offers Single Reserve & Soulmate Blu in the whisky segment and IGL Zumba BlackTM & IGL Zumba Lemoni^TM in Premium Rum Segment, in the states of Delhi, Uttarakhand, and Uttar Pradesh. During the year under review, the Potable Division-

IMFL received Spirits Achiever Award for Amazing Premium Grian Deluxe Vodka (Green Apple).

The Excise Policy in Delhi offers a lucrative space for IMFL players and as such continues to be a high growth market for the Company. Our Soulmate Blu whisky is one of the leading brands being sold in this category.

Your Company is a registered supplier to the Indian Defence forces through CSD & Para Military Forces and have gained presently significant supplying three brands namely Beach House XXX Premium Rum, Single Reserve Deluxe Whisky & Soulmate Blu Whisky to Para Military Forces across 19 States of India. The

Company now also plans to introduce its premium Zumba new citrus flavoured white rum and Zumba Premium dark rum brands thus further strengthening the Company's brand portfolio in Para Military market. The Company also plans to jack up its CSD operations in near future by launching new premium brands. granted patents four in India

Ennature Bio-Pharma (Nutraceuticals)

The Ennature Bio-pharma division of the Company is operating in the space of Plants based Active Pharmaceuticals Ingredients (APIs) Nutraceuticals and Phytochemicals. It is a leader in high-value complex phytochemicals chemistry in India. Ennature Biopharma is also the global leader in Thiocolchicoside API, a highly potent muscle relaxant and also in Nicotine and its derivative. It has a strategic partnership with Algatechnologies (Part of the Solabia Group, France) for highly specialized Astaxanthin and Fucoxanthin ingredients. The manufacturing facility is located at Dehradun and is accredited with EUGMP certification from the European agency(EDQM), WHO GMP, Current Good Manufacturing Practices (cGMP), ISO 9001, ISO 16128, ISO 22000, Hazard Analysis and Critical Control Points (HACCP), Kosher and

Halal. The Company has also received CEP (Certification Suitability ) from EDQM for two flagship APIs-Thiocolchicoside & Colchicine which certifies that our APIs are in line with the highest European standards of quality, safety and efficacy.

The unit has an advanced production facility, including Super Critical CO2 Fluid Extraction (SCFE) & solvents' extraction facility, for production of standardized phytochemicals, Nutraceutical supplements and APIs of plant origin. Despite the competitive environment (as new small players has emerged in the market), the division has registered sales value of Rs.202 Crores for FY 2023-24, as compared to Rs.189

Crores over previous year, a growth of about 7%.

The APIs derived from plant sources have been doing exceedingly well on account of steady sales and have captured major market share in the burgeoning global pharmaceutical market. While your Company has continued to maintain the leadership position for Thiocolchicoside in the export market, it has also gained major inroads in the domestic market by acquiring supply contracts with some major key accounts. In Nicotine segment, focus has been on efficiency initiatives and aggressive diversification of customer base in the short run, while building value added pharma customers for Nicotine Replacement Therapy products like gums and lozenges in the long run. Simultaneously, the Company also focused on business development of newly added APIs with a view to reduce dependency on the API-Thiocolchicoside.

With more focus on Specialty branded nutraceuticals business, the Company continues to expand its reach by establishing firm footprints in highly regulated markets in South East Asia and USA. The Company has also invested on development of new branded specialty Nutraceuticals ingredients backed up with science, clinical trials using proprietary patented technology platforms LIMAN and SCEMOD. The Company has filed two world-wide patents and one India patent to protect intellectual property. We already have five and one covering US and Japan.

Strong raw material position and an upward trajectory in prices have resulted in better margins for Thiocolchicine and Colchicine. Further, the Company has achieved Highest ever volume in exports for Pure Nicotine. Focus is now on building value added nicotine products like Nicotine Polacrilex and Nicotine Ditartrate Dihydrate (NDD) in pharma and pouch segments. The Company has continued focus on expanding branded Specialty Nutraceuticals ingredient portfolio in key global markets covering some of major growing segments like Womens Health and Cognitive health.

Future Outlook- Expansion, Modernization and Diversification

IGL has continuously focused on innovating products and processes through sustainable chemistries, utilizing renewable components to maintain market leadership in value-added products and gain a competitive advantage with end-users.

This success is attributed to IGL's adoption ofstate-of-the-art strides towards technology and foolproof and innovation.safety systems, ensuring The commissioningconsistentof quality products. To meet customer demand, a New Product

Development system has been implemented to deliver innovative products on time. IGL has evolved from being a producer of renewable chemicals to a leading manufacturer of Specialty Chemicals derived from C-smart and bio-based feedstocks, surpassing many major companies globally. Cost improvements for large-volume products have been achieved through process validation, enhancing yield, production efficiency, and the utilization of alternative raw materials. This has reduced batch cycle times, minimized utility costs while ensuring product availability.

IGL is positioned as the right partner for customers, aiding them in achieving sustainability objectives. Its future products will continue to facilitate the much-needed circular economy, advancing progress on the sustainability. The Company has identified new areas to build a portfolio of value-added products.

The Company has identified exploring the new areas for sustainability which not only benefit the environment but also adds value to it. By focusing on incorporating bio-based and environmentally friendly ingredients into products, not only aligning with sustainability goals but also catering to the increasing demand for eco-friendly solutions across various industries. Additionally, integrating performance chemicals ensures that the products maintain high standards of effectiveness and reliability. Having an in-house R&D team dedicated to meticulously designing each product with the latest innovative methods and approaches is a key asset. This approach ensures that the products are not only cutting-edge but also tailored to meet the evolving needs of the target industries.

As we embark on this journey of exploration and innovation, we recognize the importance of collaboration and partnership. After successful inauguration of R&D facility in Kashipur, we are continuously expanding our R&D capabilities by setting up a new pilot facility for developing specialty molecules. We are also taking steps to augment the production capability and capacity as well. IGL remains committed to forging strong relationships with customers, suppliers, and industry stakeholders, leveraging collective expertise and resources to drive mutual success.

The introduction of new product lines and the expansion of our specialty chemical segment represent an exciting chapter in

IGL's growth story. With a steadfast commitment to excellence, innovation, and sustainability, we are poised to seize new opportunities, overcome challenges, and chart a course toward a brighter, more prosperous future for our Company and our partners alike.

self- Your Company has made significant grain sufficiency distillery plants at Kashipur and Gorakhpur seems to have played a crucial role in achieving this goal by reducing reliance on ethanol imports and contributing to the country's ethanol blending targets.

As IGL embraces new challenges and opportunities, collaboration and partnership remain central to its success. With a commitment to excellence, innovation, and sustainability, IGL looks forward to shaping a brighter, more prosperous future for itself and its stakeholders.

Finance

During the year under review, your Company has raised term loan amounting to Rs.463.56 Crores. The Company repaid an amount of USD 5 million (Rs.31.86 Crores) to the customers against the commitments reducing the total EPBG (Export

Performance Bank Guarantee) liability to USD 17.80 million

(Rs.113.42 Crores) as on 31^st March, 2024. Further, the Company has re-paid, upon maturity, term loan of Rs.221.98 Crores during the year. The Company has been regular in meeting its obligations towards payment of principal/interest to Banks/NBFCs. Details of the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 ("the Act") are provided in the notes to the standalone financial statements which form part of the Annual Report. The Company had discontinued its fixed deposits scheme in the FY 2009-10 and has not accepted any fresh deposits covered under Chapter V of the Act during the year. There are no overdue deposits as on 31^st March, 2024. During the year under review, no unclaimed deposit was required to be transferred to Investor Education and Protection Fund (IEPF).

The financial statements of the Company (including of subsidiaries) have been prepared in accordance with the recognition and measurement principles laid down under Ind-AS as presented under Section 133 of the Act read with the relevant rules issued thereunder and the other accounting principles generally accepted in India as applicable.

Internal Financial Controls and their Adequacy

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations which ensures that all transactions are authorized, recorded and reported correctly in a timely manner. The Company periodically discusses and reviews at its Audit Committee and with its auditors the effectiveness of the internal financial control measures implemented by the

Company including with reference to the Financial Statements of the Company.

The Company has a proper and adequate system of internal financial controls which includes the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to 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.

In line with the changed business environment, the Company has the updated delegation of authority matrix/ SOP's/manual in place. Further, the Company, has engaged M/s Grant

Thornton ("GT") for testing of IFC framework. Previously also, GT had assisted the Company for implementation of strengthened IFC framework which was also validated and tested by them for certain period.

Listing of Securities

The shares of the Company are listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The respective stock code no. and symbol of the Company are

500201 and INDIAGLYCO. The annual listing fees for the year

2024-25 have been paid in advance to the Stock Exchanges.

Subsidiary, Associates, Joint Venture and Consolidated Financial Statements

As at 31^st March, 2024, the Company had Five (5) subsidiaries and One (1) Joint Venture Company. A brief of each of them is given below:

IGL Finance Limited

IGL Finance Ltd. ("IGLFL") is a 100% subsidiary of the Company. IGLFL had invested funds in short term commodity financing contracts of the National Spot Exchange Ltd. ("NSEL").

NSEL has defaulted in settling the contracts on due dates, for which IGLFL has initiated legal and other action. IGLFL is confident of recovery of its dues from NSEL over a period of time in view of the measures which have so far been taken for and pending before the Government and other agencies. During the year ended 31^st March, 2024, IGLFL has incurred a loss of Rs. 0.43 Lakh.

IGL Chemicals and Services Private Limited

IGL Chemicals and Services Private Limited ("ICSPL") is a

100% subsidiary of the Company with objectives, inter-alia, of manufacturing, distribution and sale of various chemicals and ancillary items and providing related services, utilities etc. During the year ended 31^st March, 2024, ICSPL has incurred a loss of Rs. 0.44 Lakh.

Ennature Bio Pharma Private Limited

Ennature Bio Pharma Private Limited ("EBPPL") is a 100% subsidiary of the Company with objectives, inter-alia, to produce of all types and nature of Nutraceuticals, Phytochemicals,

Active Pharmaceuticals ingredients (API) of natural plant origins, food supplements & health supplements herbs and their extracts and all nature of their derivatives, intermediary products and/or to carry out other related activities. During the year ended 31^st March, 2024, EBPPL has incurred a loss of Rs. 0.39 Lakh.

IGL Chem International Pte. Ltd.

IGL Chem International Pte. Ltd. is a 100% subsidiary of the Company in Singapore to augment its activities in South Eastern region and help the marketing of products from Chemical Plant, Natural Gums Plant and Supercritical Fluid Extraction facility to large buyers in US, Europe and South East Asia. During the year ended 31^st March, 2024, IGL Chem International Pte. Ltd. has earned a profit ofRs. 180.57 Lakhs.

IGL Chem International USA LLC

Your Company has also set up a 100% subsidiary Company in

USA named as IGL Chem International USA LLC with the main objective of marketing of the Company's products and related activities in the American and Latin American regions. During the year ended 31^st March, 2024, IGL Chem International USA LLC has earned a profit ofRs. 118.72 Lakhs.

Clariant IGL Specialty Chemicals Private Limited

Clariant IGL Specialty Chemicals Private Limited ("CISCPL") is a 49:51 joint venture (JV) of your Company and Clariant International Ltd., Switzerland. The JV is engaged in the manufacturing, distribution and sale of various specialty chemicals in the domestic and global market industries like Textile, Pharma, Agro, Paints & Coatings, Construction Chemicals, Personal Care and others. During the year ended 31^st March, 2024, CISCPL has earned a profit ofRs. 3,402.05 Lakhs.

Sale/Transfer of Investment in Associate Shakumbari Sugar and Allied Industries Limited

During the year under review, in pursuance to the authorizations granted by the Board of Directors in their meeting held on 30^th March, 2023 and pursuant to the terms of the Transaction Documents, as amended from time to time, on 8^th September, 2023, the Company had transferred Shakumbari Sugar and

Allied Industries Limited's ("SSAIL") balance (i) 29.03% equity shareholding (i.e. 1,47,13,138 equity shares) and (ii) 29% preference shareholding (i.e. 29,00,000 preference shares) to Faith Mercantile Private Limited, Meir Commodities India Private Limited and R K AND D Investment Private Limited (collectively "the Buyers"), in the second and final tranche, and received Rs.17,61,314 (Rupees Seventeen Lakh Sixty One

Thousand Three Hundred Fourteen only) from the Buyers. As part of the transaction, the Buyers had also paid an amount of Rs.90,28,23,686/- (Rupees Ninety Crore Twenty Eight Lakhs

Twenty Three Thousand Six Hundred Eighty Six only) in aggregate after adjustment in terms of Transaction Documents towards repayment of the ICD's of SSAIL. Subsequent to the said transfers, SSAIL has also ceased as an associate company of the Company.

The consolidated financial statements of the Company and its subsidiaries, joint venture for the FY 2023-24, prepared in accordance with the applicable provisions of the Act, SEBI

Listing Regulations and applicable accounting standards notified by Ministry of Corporate Affairs ("MCA"), Govt. of India, forms part of the Annual Report. Pursuant to the provisions of

Section 136 of the Act, financial statements of the subsidiary companies are not required to be sent to the Members of the

Company.

The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any Member of the Company if so desired and said annual accounts will also be kept open for inspection at the registered office of the

Company.

Further, the audited annual accounts of the subsidiary companies are also available on the website of the Company viz. www.indiaglycols.com.

A separate statement containing salient features of the financial statements of subsidiaries and Joint venture under first proviso to sub-section (3) of section 129 in Form AOC-1 forms part of the financial statements.

Board of Directors and Key Managerial Personnel (KMP)

The Board of Directors of the Company, on the recommendation of Nomination and Remuneration Committee ("NRC") at its meeting held on 3^rd November, 2023 appointed Shri Alok Singhal (DIN: 10359043) as an Executive Director and Key Managerial Personnel of the Company in the category of Whole time Director of the Company for a period of 3 (Three) years w.e.f. 1^st December, 2023 till 30^th November, 2026, which was also approved by the Members of the Company by way of an Ordinary Resolution passed through Postal Ballot on 25^th December, 2023, in place of Shri Sudhir Agarwal (DIN: 08602216) whose term as an Executive Director and Key Managerial Personnel ended from the close of business hours on 30^th November, 2023 and accordingly, ceased as an Executive Director and Key Managerial Personnel of the Company on 30^th November, 2023 (close of Business hours). The Board places on record its sincere appreciation for the contributions made by Shri Sudhir Agarwal during his tenure as an Executive Director of the Company. Earlier, during the year under review, upon completion of his term, Shri Sajeve Bhushan Deora (DIN: 00003305) ceased as an Independent Director of the Company w.e.f. the close of business hours on 30^th April, 2023. The Board places on record its sincere appreciation for the contributions made by him during his tenure as an Independent Director of the Company.

Further, the Board of Directors of the Company, on the recommendation of NRC at its meeting held on 2^nd February, 2024 appointed Shri Ravi Kumar (DIN: 02362615) as an Independent Director of the Company, not liable to retire by rotation, to hold the office for a term of 5 (Five) consecutive years w.e.f. 2^nd February, 2024 upto 1^st February, 2029 which was also approved by the Members of the Company by way of a Special Resolution passed through Postal Ballot on 25^th March, 2024.

Further, Shri Uma Shankar Bhartia (DIN: 00063091), Director of the Company is retiring by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Your Directors also recommend the re-appointment of Shri Uma Shankar Bhartia, the retiring Director, for your approval.

The Company has received requisite declarations as required under section 152(4) of the Act from Shri Bhartia along with the intimation that he is not disqualified under Section 164 of the

Act to act as a Director.

Brief resume of the Director retiring by rotation along with the other details as stipulated under SEBI Listing Regulations and

Secretarial Standard on General Meetings (SS-2), is provided in the Notice convening AGM. Except as mentioned above, there is no change in the Directors and Key Managerial Personnel during the year under review. All the Independent Directors have furnished declarations that they fulfill the criteria of Independence and conditions as prescribed under Section 149(6) of the Act and Regulation 16(1)

(b) of SEBI Listing Regulations and confirmed regarding their enrollment with the Indian Institute of Corporate Affairs (IICA) for inclusion of their name in the Data Bank of Independent Directors. There was no change in the circumstances effecting their status as Independent Director. In terms of Regulation

25(8) of SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. The Board is of the opinion that all Independent Directors are independent of the Company's management and meets the requirement of integrity, expertise and experience (including proficiency).

During the Financial Year 2023-24, 4 (Four) Board Meetings were held. The details of the Board meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report and forms part of this Report. As on 31^st March, 2024, the Board has 5 (Five) Committees namely: the Audit Committee, the Corporate Social

Responsibility Committee, the Nomination & Remuneration Committee, the Risk Management Committee and the Stakeholder's Relationship Committee.

The detailed note on the composition of the Board and its committees is provided in the Corporate Governance report of the Company. During the year, all the recommendations made by the Committees were approved by the Board.

Board Evaluation

Pursuant to the applicable provisions of the Act and SEBI

Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of Committees. The evaluation was carried out based on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and all stakeholders etc. The performance evaluation of the Independent Directors was done by the entire Board excluding the Directors being evaluated in pursuance to the applicable provisions of

SEBI Listing Regulations. The performance evaluation of the Chairman, Board as a whole and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy containing, inter-alia, guidingprinciplesforpaymentofremunerationtoDirectors,Senior Management, Key Managerial Personnel and other employees along with criteria for determining qualifications, attributes, independence of Directors and Board evaluation are provided in the Corporate Governance Report and forms part of the Annual Report. The said policy is available on the website of the Company i.e. www.indiaglycols.com under link https://www. indiaglycols.com//wp-content/uploads/2023/07/nomination-remuneration-and-evaluation-policy.pdf

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment Act"), the Company has constituted an Internal Complaints Committee where any grievance of sexual harassment at workplace can be reported. No complaint pertaining to sexual harassment at workplace has been reported to the Committee during the financial year ended 31 ^st March, 2024.

The Company has also adopted policy on prevention of Sexual Harassment at workplace. The objective of the policy is to provide its women employees, a workplace, free from harassment/discrimination and that every employee is treated with dignity and respect.

The said policy is available on the website of the Company i.e. www.indiaglycols.com under link: https://www.indiaglycols. com//wp-content/uploads/2023/07/policy-for-prevention-and-redressal-of-sexual-harrasment-of-women-at-workplace.pdf The Company periodically conducts sessions for employees across the organization to build awareness about the policy and the provisions of the Prevention of Sexual Harassment Act.

Vigil Mechanism/ Whistle Blower Policy

In terms of provisions of Section 177 of the Act read with Rules thereunder and SEBI Listing Regulations, the Company has established a Vigil Mechanism/Whistle Blower Policy to deal with the instances of fraud and mismanagement. The Policy also facilitates all employees of the Company to report an instance of leak of unpublished price sensitive information.

The details of the Vigil Mechanism/Whistle Blower Policy are provided in the Corporate Governance Report and also hosted on the website of the Company i.e. www.indiaglycols.com under link https://www.indiaglycols.com//wp-content/uploads/2023/07/ vigil-mechanism-policy.pdf.

As on 31^st March, 2024, the Audit Committee comprises Three Non-Executive Independent Directors, namely, Shri Pradip Kumar Khaitan (Chairman), Shri Ravi Jhunjhunwala, Shri Jagmohan N. Kejriwal and one Executive Director, Shri Alok Singhal (w.e.f. 1^st December, 2023). During the year under review, Shri Sajeve Bhushan Deora and Shri Sudhir Agarwal ceased as a member of this Committee from the close of the business hours on 30^th April, 2023 and 30^th November, 2023 positive respectively.

The details of the Audit Committee meetings and the attendance of the members thereat are provided in the Corporate Governance Report and forms part of this Report. During the year, all the recommendations made by Audit Committee were accepted by the Board.

Directors' Responsibility Statement

In terms of provisions of Section 134(5) of the Act, to the best of their knowledge and ability, your Directors confirm that: a. in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st

March, 2024 and the profit and loss of the Company for that period; c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. they have prepared the annual accounts on a going concern basis; e. they have laid down the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Management Discussion and Analysis

The Management Discussion and Analysis Report as required under SEBI Listing Regulations forms part of this Report.

Corporate Governance

The Corporate Governance Report, as stipulated under

Schedule V(C) of SEBI Listing Regulations forms part of this

Report. of the The requisite certificate

Company, M/s K. N. Gutgutia & Co., Chartered Accountants, confirming compliance with the conditions of corporate governance as stipulated under the aforesaid clause is attached to Corporate Governance Report.

Business Responsibility and Sustainability Report

In pursuance to the provisions of amended Regulation 34 (2)

(f) of SEBI Listing Regulations, Business Responsibility and

Sustainability Report covering disclosures on Company's performance on ESG (Environment, Social and Governance) parameters for FY 2023-24 in the prescribed format, forms part of the Annual Report.

Statutory Auditor & Audit Report

In pursuance to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the 38^th Annual General Meeting held on 7^th September, 2022, appointed M/s K.N. Gutgutia & Co., Chartered Accountants

(Registration No. 304153E) ("KNG") as the Statutory Auditors for the second term of 5 (Five) years commencing from the conclusion of the 38^th Annual General Meeting until the conclusion of the 43^rd Annual General Meeting to be held in the year 2027. The Members also authorized the Board to finalize remuneration of KNG for the above period.

KNG have confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), 141(2) and 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules,

2014 and also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Report given by KNG, the Statutory Auditors on the financial statements of the Company for the financial year

2023-24 is part of the Annual Report.

The notes on financial statements referred to in the Auditor's

Report are self-explanatory and do not call for any further comments.

There has been no qualification, reservation or adverse remark or disclaimer in their Report on standalone and consolidated financial statements for FY 2023-24.

During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act.

Secretarial Auditor & Secretarial Audit Report

The Board appointed M/s Mukesh Agarwal & Co., Company

Secretaries (CP No.- 3851) as Secretarial Auditor for the Financial Year 2023-24 in terms of provisions of Section

204 of the Act. The Secretarial Audit Report for the financial year ended 31^st March, 2024 was considered by the Board in its meeting held on 28^th May, 2024 and is enclosed as "Annexure A" to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark which needs any explanation or comment of the Board. During the year under review, the Company has complied with all the applicable mandatory Secretarial Standards as issued by the Institute of Company Secretaries of India.

Cost Records and Cost Auditors

The Cost records as required to be maintained under Section

148 (1) of Act are duly made and maintained by the Company.

The Company has appointed M/s R.J. Goel & Co., Cost

Accountants (FRN 000026) as Cost Auditors of the Company for the financial year 2024-25 under section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 including amendments, if any. The Cost Auditors have confirmed that they are eligible under Section 141 (3) of the

Act for re-appointment.

The Cost Auditor's Report for the year 2022-23 was filed

Central Government within the prescribed time.

Related Party Transactions

During the FY 2023-24, Related Party Transactions (RPTs) as defined under Section 188 of the Act read with rules made thereunder and the SEBI Listing Regulations, were at arm's length and in ordinary course of business.

Pursuant to the provisions of Section 177 of the Act read with Regulation 23 of SEBI Listing Regulations, all transaction with related parties were reviewed and approved by the Audit Committee and were in accordance with the policy on RPTs as formulated by the Company. The RPT policy was revised pursuant to the amendments to the SEBI Listing Regulations and the same has been uploaded on the Company's website at https://www.indiaglycols.com//wp-content/uploads/2023/07/ related-party-transactions-policy.pdf.

Pursuant to Regulation 23(9) of SEBI Listing Regulations, disclosures of related party transactions on a consolidated basis for the half year ended 31^st March, 2023 and 30^th September, 2023 were submitted to the Stock Exchanges and also hosted on the website of the Company.

During the year under review, your Company did not enter into any RPT which may be considered material in terms of Section 188 of the Act read with rules made there under and thus disclosure in Form AOC-2 is not required to be made by the Company. The disclosures pertaining to RPTs including with entity belonging to the promoter group which hold(s) 10% or more shareholding in compliance with the applicable Accounting Standards have been given in Note no. 56 of the

Standalone financial statements forming part of the Annual

Report.

Exchange Earnings & Outgo

Your Company works actively on various projects efficiently, approaching and targeting reduction in Green House Gases (GHG) emissions.

The Company has installed unique technology for converting distillery spent wash into fuel at both the plants viz. Kashipur and Gorakhpur. Through this technology, the spent wash is concentrated through five effect evaporator. The concentrate is utilized as fuel to substitute coal in a specifically designed boiler. The high pressure steam so generated is passed through the turbine for power generation and low pressure steam after turbine is utilized in the plant processes. Due to this, your Company is saving fossil fuel in terms of coal and substituting the essential power generation through DG sets.

Your Company has received certification of Energy

Management System (ISO 50001:2018) under integrated management system.

The information in accordance with the provisions of Section 134(3)(m) of the Act read with the Rule 8 of the Companies (Accounts) Rules, 2014 is given at "Annexure B" to this report.

Corporate Social Responsibility

Corporate Social Responsibility ("CSR") is a way of conducting business, by which corporate entities visibly contribute to the social good and the welfare of society at large with an aim to improve quality of life of people. The Company feels that the essence of CSR is to integrate economic, environmental and social objectives with the Company's operations and growth. CSR is the process by which an organization thinks about and evolves its relationships with society for the common good and demonstrates its commitment by giving back to the society for the resources it used to flourish by adoption of appropriate business processes and strategies. To give further impetus to this cause, the Company endeavors to manage its operations with an emphasis on Sustainable development to minimize impact on environment and promotes inclusive growth. The CSR policy of the Company is available on the website of the Company at https://www.indiaglycols.com/wp-content/ uploads/2023/08/csr-policy.pdf The Company's CSR policy statement and the annual report on CSR activities undertaken during the financial year ended

31^st March, 2024, in accordance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is given at "Annexure C" to this Report. As on 31^st March, 2024, the CSR Committee comprises two Executive Directors namely Shri U.S. Bhartia (Chairman)and Shri Alok Singhal (w.e.f. 1^st December, 2023) and two Non-Executive Independent Directors namely, Shri Pradip Kumar Khaitan and Shri Jitender Balakrishnan. During the year under review, Shri Sudhir Agarwal ceased to be a member of this Committee from the close of the business hours on 30^th November, 2023.

The details of the CSR Committee meetings and the attendance of the members thereat are provided in the Corporate Governance Report and forms part of this Report.

Risk Management Policy

The Company has constituted a Risk Management Committee ("RMC") to monitor the Risk Management Plan and to mitigate the risks attached to the business of the Company. The RMC consists of Directors and the senior management personnel of the Company, details whereof are provided in the Corporate Governance Report and forms part of this Report. In pursuance to the provisions of the SEBI Listing Regulations, the Board of Directors have approved the terms of reference/role and responsibilities of the RMC and Risk Management Policy along with the risk matrix/ library to align them with business requirements.

Your Company's objective of risk management is to have a meaningful identification, measurement, prioritization of risks or exposures to potential losses on a continual basis through active participation of all members of the Company and accordingly establish controls and procedures to build a visible & structured enterprise-wide risk management framework; reduce the risk levels and mitigate their effects in the likelihood of a risk event with an aim to protect the Company from harm; and have a contingency plan to manage risks having high probability and high impact.

Risk management framework is created to ensure that risk management principles are implemented and integrated all over the organization and that information retrieved from the risk management process are correctly reported. This framework provides a stable foundation for the risk management work, orient the organizational arrangements properly in order to have a clear risk strategy across the organization & share information, experiences amongst different sites of the Company. Considering the importance of keeping the risk management process dynamic, a periodical review of the risks is carried out across sites and departments for necessary key risks and risk management strategies are communicated to the Board of Directors for their assessment for minimization of effects of risk. The details of the RMC meetings and the attendance of members thereat are provided in the Corporate Governance Report and forms part of this Report.

Annual Return

The Annual Return of the Company is available on the website of the Company at https://www.indiaglycols.com/wp-content/ uploads/form-mgt-7-2023-24.pdf

Court/Tribunal Orders

During the year under review, there were no significant material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its future operations.

Miscellaneous Disclosures

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company. There have not been any instances of one-time settlement by the Company with any Bank or Financial Institution.

Particulars of Employees

The required information as per Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given at "Annexure D" to this Report.

Acknowledgement

The Board places on record its deep appreciation for the support and co-operation received from Central Government, the State Governments of Uttarakhand and Uttar Pradesh, governmental and regulatory authorities, Bankers, customers, lenders, suppliers, vendors, dealers, members, other stakeholders and business associates during the year under review. Your Directors also place on record their sincere appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company in achieving the growth. The Company looks forward for their continued support in the future.