Dear Members

On behalf of the Board of Directors ("the Board"), it gives me immense pleasure to present the Thirty Fifth (35th) Annual Report on the business and operations of your Company together with the Audited Financial Statements for the year ended 31st March, 2024.

FINANCIAL RESULTS:

( H in crores, except EPS)

OPERATIONAL AND FINANCIAL PERFORMANCE

Despite the challenging environment and rise in input costs, your Company has achieved growth in total revenue on consolidated basis. The Company achieved sales volume of 96.8 million meters and turnover of H3,557.07 crores on a consolidated basis during the year under review.

At a consolidated level, the total revenue increased by 18.33% to H3,600.79 crores for FY 2023-24 as against H3,042.98 crores in the previous year. Your Company reported EBIDTA and Net Profit of H602.74 crores and H337.92 crores respectively for the year ended 31st March, 2024.

On a standalone basis, total revenue increased by 19.90% to H3,378.55 crores for the year ended 31st March, 2024 as against H2,817.73 crores in the previous year. Further, your Company

achieved EBIDTA and Net Profit of H569.17 crores and H320.30 crores respectively for the year ended 31st March, 2024.

The financial and operational performance overview and outlook is provided in detail in the Management Discussion and Analysis forming part of this Annual Report.

RESERVES & DIVIDEND

During the year under review, the Company has not transferred any amount to the General Reserves. As on 31st March, 2024, Reserves and Surplus (other equity) of the Company were at H2,007.83 Crores including retained earnings of H1,990.92 Crores.

Continuing the past trend of declaring dividend, your Directors are pleased to recommend a Final Dividend @ 110% i.e. H2.20/- per equity share of face value of H2/- each amounting

to H43,57,19,548 subject to the approval of members of the Company at the ensuing Annual General Meeting. The aforesaid dividend is in line with the Dividend Distribution Policy adopted by the Company.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Board has approved and adopted the Dividend Distribution Policy and the same has been displayed on the Company's website at the link - www.indocount.com/images/investor/Dividend-Distribution-Policy1.pdf

STATE OF COMPANY'S AFFAIRS

Discussion on state of Company's affairs has been covered as part of the Management Discussion and Analysis. Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

SHARE CAPITAL

The paid-up equity share capital of the Company as on 31st March, 2024 was H39,61,08,680/-. During the year under review, there has been no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of your Company.

Your Company has not issued any equity shares with differential voting rights, convertible securities, warrants or sweat equity shares. Further, your Company does not have any employee stock option scheme or employee stock purchase scheme.

CREDIT RATING

During the year under review, for long term bank facilities of your Company, credit rating re-affirmed by ICRA is "AA-" (Double A minus) with Stable outlook and CareEdge re-affirmed credit rating to "AA-" (Double A minus) with Stable outlook. This credit rating signifies strong degree of safety regarding timely servicing of financial obligations. Such facilities carry low credit risk. Further, for the Company's short term bank facilities, credit rating re-affirmed by ICRA and CareEdge is "A1+" (A One Plus). This credit rating signifies very strong degree of safety regarding timely payment of financial obligations. Such facilities carry lowest credit risk.

DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to section 134(3)(d) of the Act, your Company confirm having received necessary declarations from all the

Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of the performance of the Board, its Committees and of individual Directors. Performance evaluation has been carried out as per the Nomination & Remuneration Policy of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements of the Company for the year ended 31st March, 2024 along with the Auditors' Report forms part of this Annual Report.

The Audited Financial Statements of the Company and subsidiaries are available on the website of the Company at www.indocount.com. Further, a copy of the Audited Financial Statements of the subsidiaries shall be made available for inspection at the registered office of the Company during business hours on any working day upto the date of Annual General Meeting. As per Section 136 of the Companies Act, 2013, any shareholder interested in obtaining a copy of separate Financial Statements of the subsidiaries shall make specific request in writing to the Company Secretary.

SUBSIDIARIES

As on 31st March, 2024, your Company has four (4) wholly owned subsidiaries viz. Indo Count Retail Ventures Private Limited, Indo Count Global Inc., Indo Count UK Limited and Indo Count Global DMCC.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("the Act") read with rules made thereunder, a statement containing salient features of the financial position of subsidiaries is given in Form AOC-1 attached as "Annexure 1" forming integral part of this Report. As required under Section 134 of the Companies Act, 2013, the said form also highlights performance of the subsidiaries.

Your Company does not have any Associate Company as defined under the Companies Act, 2013 and has not entered into any joint venture agreement during the year under review. During the year under review, Indo Count Global, Inc., is a material subsidiary. The Company has adopted a policy on material subsidiaries and the same is uploaded on the website of the Company which can be accessed through the web-link www.indocount.com/images/investor/Policy-on-Material-Subsidiaries.pdf

BRAND ACQUISITION

The Company's wholly owned subsidiary – Indo Count Global Inc., has acquired the international home fashion brand "Wamsutta" from Beyond, Inc. for $10.25 million and the said acquisition of Brand Wamsutta was completed on 19th April, 2024. Wamsutta is an industry-leading home fashion brand which has delighted generation of consumers with luxurious bed, bath and other home fashion products. This acquisition is to strengthen Indo Count's brand portfolio, and elevate its position in the premium market segment.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment / Reappointment

The Board of Directors at its meeting held on 27th May, 2024 has (i) Re-appointed Mr. Kailash R. Lalpuria (DIN: 00059758) as a Whole Time Director designated as "Executive Director & CEO" of the Company for a period of three (3) years w.e.f. 4th May, 2024.

(ii) Appointed Mrs. Ambika Sharma (DIN: 08201798) as Additional Director (Non-Executive, Independent) of the Company for a period of two (2) years w.e.f. 27th May, 2024 subject to the approval of the members at the ensuing General Meeting. Mrs. Ambika Sharma fulfil the criteria and conditions specified in the Companies Act, 2013 for such appointment.

All Independent Directors of the Company have registered themselves in the Independent Directors databank maintained with the Indian Institute of Corporate Affairs (IICA). Further, in the opinion of the Board of Directors of the Company, all Independent Directors possess requisite integrity, expertise and experience including the proficiency required to discharge the duties and responsibilities as Directors of the Company.

Retiring by rotation

Mr. Mohit Jain (DIN: 01473966) Executive Vice-Chairman of the Company, retires by rotation and being eligible offers himself for re-appointment. The Board recommends his re-appointment and the same forms part of the notice of Annual General Meeting. The disclosures required regarding re-appointment of Mr. Mohit Jain pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meeting issued by the Institute of Company Secretaries of India are given in the Notice of AGM, forming part of the Annual Report.

Key Managerial Personnel

During the year under review, there has been no change in the Key Managerial Personnel of the Company.

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company:

Mr. Kailash R. Lalpuria, Executive Director & CEO, Mr. K. Muralidharan, President - Finance and CFO and Mr. Satnam Saini, Company Secretary & GM - Legal

NUMBER OF BOARD MEETINGS

During the financial year ended 31st March, 2024, four (4) Board Meetings were held with a minimum of one (1) meeting in each quarter and the gap between two (2) consecutive Board meetings was less than one hundred and twenty days (120). For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

Pursuant to Section 178(3) of the Companies Act, 2013, Nomination & Remuneration Committee has formulated "Nomination and Remuneration Policy" which deals inter-alia with appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees. The said policy is uploaded on the website of the Company and web-link thereto is https://www.indocount.com/ images/investor/Nomination-and-Remuneration-Policy2.pdf

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state and confirm that:

1. In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. Such accounting policies as mentioned in the notes to the Financial Statements for the year ended 31st March, 2024 have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit of the Company for the year ended on that date;

3. Proper and sufficient care has been taken 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;

4. The annual financial statements for the year ended 31st March, 2024 have been prepared on a going concern basis;

5. Internal financial controls to be followed by the Company have been laid down and that the said financial controls were adequate and were operating effectively;

6. Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The key philosophy of all our Corporate Social Responsibility (CSR) initiatives is guided by our belief "Every Smile Counts..." Your Company implements the CSR projects primarily through ‘Indo Count Foundation' and has also collaborated with other non-profits for carrying out various CSR Activities. Our CSR projects focusses on participatory and collaborative approach with the community and responds proactively to various emerging needs from time to time in the socio economic & environment space. Over a period of five (5) years, your Company had carried out CSR activities in the areas of Education, Healthcare, Women empowerment, cotton sustainability and Water & Sanitation.

Pursuant to provisions of Section 135 of the Companies Act, 2013, the Company had formulated a Corporate Social Responsibility (CSR) policy. The said CSR Policy of the Company was amended in lines with the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 and the updated CSR policy is available on the website of the Company and web-link thereto is https://www.indocount.com/CSR-Policy.pdf

The Report on CSR activities implemented by the Company during the year under review is provided as "Annexure 2" to this Report.

AUDIT COMMITTEE

As on 31st March, 2024, the Audit Committee comprises of five (5) Directors / Members out of which four (4) are Independent Directors. The said composition is as per Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. More details on Audit Committee are given in Corporate Governance Report. All the recommendations made by the Audit Committee during the year under review were accepted by the Board.

AUDITORS

Statutory Auditors

In accordance with the provisions of Section 139 of the Companies Act, 2013, at the Annual General Meeting held on 29th September, 2022, M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N / N500016) were appointed as the Statutory Auditors of the Company for a period of five (5) years commencing from the conclusion of 33rd Annual General Meeting (AGM) till the conclusion of the ensuing 38th AGM of the Company to be held in the Financial year 2026-27.

The Auditors' Report on standalone and consolidated financial statements for the year ended 31st March, 2024 forms integral part of this Annual Report. The Auditors' Report does not contain any qualifications, reservations, adverse remarks and disclaimer. Notes to the Financial Statements are self-explanatory and do not call for any further comments.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules thereunder, the Board had appointed Mrs. Kala Agarwal, Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for the year ended 31st March, 2024. The Secretarial Audit Report issued by Secretarial Auditors in Form No. MR-3 is provided as "Annexure 3" to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remark.

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013 details of which needs to be mentioned in this Report.

SEGMENT

The Company operates only in a single segment i.e. Textile Segment.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from public, under Chapter V of the Companies Act, 2013.

CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of the Listing Regulations, your Company has complied with the requirements of corporate governance. A Corporate Governance Report along with Certificate from Practicing Company Secretary confirming compliance of corporate governance for the year ended 31st March, 2024 is provided separately and forms integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis containing Information inter-alia on industry trends, your Company's performance, future outlook, opportunities and threats for the year ended 31st March, 2024, is provided in a separate section forming integral part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

A separate section on Business Responsibility and Sustainability Reporting forms part of the Annual Report as required under Regulation 34(2)(f ) of the Listing Regulations.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at https://www.indocount. com/images/investor/Draft-Annual-Return-Form-MGT-7-FY-2023-24.pdf

SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meeting of the Board of Directors' and ‘General Meetings' respectively. The same has also been confirmed by Secretarial Auditors of the Company in the Secretarial Audit Report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) entered during FY 2023-24 were on arm's length basis and in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. During the year under review, your Company did not enter into any material RPT under the provisions of Section 188 of the Act and Listing Regulations, accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company and hence does not form part of this report.

The prior approval of the Audit Committee is obtained for all Related Party Transactions. A statement of all Related Party Transactions is reviewed by the Audit Committee on a quarterly basis. Your Company has adopted a policy on Related Party Transactions and it has been uploaded on the Company's website at https://www.indocount.com/RPT Policy

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES, SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, your Company has neither given loan to any bodies corporates or any other persons nor provided any corporate guarantee or security under Section 186 of the Companies Act, 2013. Particulars of investments and disclosure required under Section 186(4) of the Companies Act, 2013 are provided in the notes to the standalone financial statements.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of the business and is committed to manage the risks in a proactive and efficient manner. Your Company has adopted Risk Management Policy for risk identification, assessment and mitigation. Major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis. Some of the risks that the Company is exposed to are financial risks, raw material price risk, regulatory risks, forex risks and economy risks. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis. The Internal Audit Reports and Risk Management Framework are reviewed by the Audit Committee. Further, the Company also has in place Risk Management Committee to assess the risks and to review risk management plans of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, your Company has established a vigil mechanism for the Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected incidents of fraud or violation of Code of Conduct. The details of Vigil Mechanism/ Whistle Blower Policy are provided in the Corporate Governance Report. The Vigil Mechanism/Whistle Blower Policy may be accessed on the Company's website at www.indocount.com/ images/investor/Whistle-Blower-Policy-Vigil-Mechanism.pdf

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company always endeavours and provide conductive work environment that is free from discrimination and harassment including sexual harassment. Your Company has zero tolerance towards sexual harassment at workplace and has adopted a policy for prevention of Sexual Harassment of Women at workplace. The Company has set up an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to look into complaints relating to sexual harassment at workplace of any woman employee. During the year under review, no complaints pertaining to sexual harassment were received and no complaint was pending as on 31st March, 2024.

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

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required under Section 134(3)(m) of the Companies Act, 2013 read with rules thereunder is given as "Annexure 4" forming part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to 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 remuneration of Directors, Key Managerial Personnel and other related disclosure is given as "Annexure 5" to this Report.

Information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 viz. Details of top ten employees of the Company in terms of remuneration drawn during FY 2023-24 and particulars of employees drawing remuneration in excess of the limits specified in Rule 5(2) of the said rules is provided in "Annexure 5" forming part of this Report. As per the provisions of Section 136 of the Companies Act, 2013, the Annual Report and Accounts are being sent to the members of the Company excluding the said Annexure. Any member interested in obtaining a copy of said Annexure may write to the Company Secretary at the Registered Office of the Company. The said annexure will be available for inspection by the members at the Registered Office of the Company twenty-one (21) days before and upto the date of ensuing Annual General Meeting during the business hours on working day.

INTERNALCONTROLSYSTEMSANDTHEIRADEQUACY

Your Company maintains adequate internal control system and procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorisation of transactions, safeguarding the assets of the Company and prevent misuse/ losses and legal compliances.

The internal control system includes a well-defined delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of operational and financial performance, a well-structured budgeting process with regular monitoring of expenses and Internal audit. The Internal Audit reports are periodically reviewed by the management and the Audit Committee and necessary improvements are undertaken, if required.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2023-24 and the date of this report.

AWARDS

During the year under review, the Company/Foundation has received the following awards:

1. 'BW Sustainable World Awards 2023' for award category ‘India's Most Water Efficient Organisation' of the year, conferred by Business World. This award recognizes organizations commitment towards improving water utilisation efficiency and have dedicated approach towards wastewater management, includes recycling, recovery and reuse of industrial effluents.

2. ‘E-Retail Brand of the Year- 2023' was given for our domestic brand Boutique Living by the Economic Times at the ET Retail E-commerce and Digital Natives Awards (eDNA) 2023 for acknowledging and rewarding innovation, sustainability and revolutionary ideas in India's E-commerce and direct-to-consumer (D2C) brands.

3. The Indo Count Foundation was honoured by ASSOCHAM with the 2nd Runner Up position in the Healthcare category, Best CSR in Healthcare (Implementing Organization) for its actual work on the ground in providing quality healthcare to its local communities.

4. Awarded for exceptional commitment to sustainability by winning three National Level awards from the CITI Birla Economic & Textile Research Foundation towards dedication and commitment towards sustainability:

Winner - Best Practices adopted by Textile Mills, especially in Social Responsibility & Green Practices Winner - Innovative Material Management in Textile Mills Runner-Up - Best Sustainable Retail Practices

5. Texprocil awarded Gold Trophy in Category III for Cotton Madeups and Special achievement in Cotton Madeups.

6. Federation of Indian Export Organizations (FIEO) awarded

‘Niryat Shree Gold Trophy' for the year 2020-21 for achieving outstanding performance in the export of goods and services.

GENERAL

Your Director's state that:

1. During the year under review, there was no change in the nature of business of the Company.

2. Cost audit was not applicable to the Company during the year under review. However, pursuant to the Order made by the Central Government for the maintenance of cost records under section 148(1) of the Act, the prescribed accounts and records have been made and maintained.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors wish to place on record their appreciation for dedicated service and contribution made by the employees of the Company at all levels.

Your Directors would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from its customers, suppliers, bankers, financial institutions, business partners and other stakeholders.