Ion Exchange (India) Ltd

To,

The Members,

Your Directors have pleasure in presenting the 59^th Annual Report and Accounts for the financial year ended 31st March, 2023.

The highlights of the financial results are as follows:

During the financial year ended 31st March, 2023, the net profit after tax of the company on standalone basis has increased to INR 18,471.68 Lacs as compared to previous year's net profit after tax of INR 15,420.85 Lacs showing an improvement of 19.8 percent over the previous year on standalone basis. The Company has achieved a turnover of INR 1,892.17 crores as compared to INR 1,509.36 crores of the previous year.

At the Board Meeting held on May 26, 2023, the Board of Directors recommended dividend of INR 12.50 (125%) per equity share of face value of INR 10 each for the financial year ended March 31, 2023. Subsequently pursuant to the Shareholders' approval, the Company sub-divided its equity shares from the face value of INR 10 per share to INR 1 per share w.e.f 12th June, 2023 i.e. record date. Accordingly, the dividend per share stands adjusted to INR 1.25 (125%) per equity share to reflect post-split face value of INR 1 each. FUTURE OUTLOOK robust Balance The overall outlook for the Indian Economy remains positive. However, geopolitical crisis slowing world demand, supply-chain re-orientation, global inflation and tight monetary policy conditions create downside risk to India's growth projections of 6.5 percent.

Against these headwinds optimism is in order on the domestic inflation front which has already started softening and is expected to moderate to 5 percent from 6.8 percent in the previous year. A good rabbi harvest would help cool food inflation. However, the risk to this optimism are tilted upwards, given the world meteorological organization's prediction that El Nino warming effect is likely in the next couple of months affecting country's rainfall and in turn hurt farm output. However, IMD's prediction presents a better picture with respect to adequacy and spread of rainfall. Global growth is expected to remain generally subdued. The slowing demand will likely push down the global commodity prices and improve India's current account deficit in FY 2024 (<3 percent of GDP). The headwinds to India's export linked sectors (both goods and services) will be due to global demand slow down, particularly the US and the European Union (EU) which dominate global trade and account for 42 percent of the global GDP. In a recent study of CRISIL, 19 sectors such as Automobiles and Components, Hospitality, Food & Beverages, Dairy all driven by domestic demand are expected to invest in capex aided by already favourable Cash-flows, and capacity utilization. As many as 25 other sectors also showed favourable trends in their operating profit. These include some infrastructure sectors such as Renewable and Construction. Steel, Cement will continue to benefit from Central Government spending which is expected to increase by 30 percent in fiscal year 2024. Going forward, the drivers for pick-up in capex in the private sector will be strong domestic demand and the Production Linked Incentive (PLI) Scheme in sectors such as Auto, Pharma, Textiles, Chemicals, Electronics, Renewables, Health Care and China-Plus-One derisking strategy of global measures. Softening of crude prices and critical raw materials like Copper, Aluminum, Steel is expected to increase the operating profit, reduction in working capital for most capex projects under execution thereby improving the profitability of the capital goods sectors. Thus, private capex is likely to pick up in fiscal year 2024, particularly in the second half in most of the above sectors. The Service sector which has benefitted from pent up demand, especially for Hospitality & Aviation, Business & Leisure, Transfer Travel is expected to log double-digit growth in FY 2024. The key drivers to India's economic growth (apart from private consumption) being capital investments, both by the government, the private sector and productivity increases. The later will be enhanced by digitalization together with efficiency enhancing reforms to increase productivity. The Indian economy will continue to reap reforms such as GST and Insolvency and Bankruptcy Code (IBC). Thus India's GDP growth in FY 2023-24 is expected to be 6 percent and average 6.8 percent between fiscals 2028, a TAD better than the pre-Pandemic five-year average of 6.7 percent during fiscals 2016-2020

Your Company has evolved a rational business strategy and activity plans based on macro and micro economic factors affecting the company's growth with careful analysis of opportunities and threats in market/geographies it serves. The business continuity plans assesses risks to its ongoing business and future growth plans with its comprehensive risk management framework. It includes dynamic risk identification and mitigation through robust operational and internal controls and frequent reviews at apex levels.

The robustness of the process was never before experienced but during the Pandemic. Thus key learnings from the Pandemic to maintain business and continuity are integrated in business processes of the company even in the present vulnerable and uncertain global environment.

The Company has not accepted any deposits during the year, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

During the year ended 31st March, 2023, the Subsidiary companies M/s. Aqua Investments (India) Limited posted profit after tax of INR 31.99 Lacs compared to INR 31.90 Lacs of the previous year and M/s. Watercare Investments (India) Ltd. posted profit after tax of INR 24.05 Lacs compared to 23.99 Lacs of the previous year.

During the year under review, the Company's revenue was INR 157.17 Lacs as against INR 87.94 Lacs in the previous year. Pursuant to the appeal filed in Supreme Court against the Securities Appellate Tribunal (SAT) order of 19th March 2021 and based on legal advice, the Company appointed SEBI empaneled auditors to conduct Special Audit. This Special Audit Report along with additional affidavit was submitted to Supreme Court and after considering the Audit report and the Company's submissions, Supreme court granted liberty to Company to approach Securities and Exchange Board of India (SEBI) with additional material. The Company has accordingly made a detailed representation to SEBI, with a request for reconsideration of SEBI's earlier directions. The matter is now gains from past under consideration of SEBI.

Ion Exchange Asia Pacific Pte Ltd., Singapore and Ion Exchange Asia Pacific (Thailand) Ltd., Thailand and Pt Ion Exchange Asia Pacific, Indonesia 2024 and The Company achieved consolidated operating income of INR 1808.26 Lacs during the year under review as compared to INR 4782.97 Lacs in previous year. The Company made consolidated net profit after tax of INR 15.46 Lacs. the Company had a healthy offer bank, some of the major orders could not be finalized during the current year due to various geo-economical factors which ultimately affected the invoices of the Company. However, we are confident that these orders will get finalized in the current year financial year and the company will be back on track in the coming year.

The Company achieved a turnover of INR 3.38 Lacs during the year under review.

The Company's main activity is trading in water treatment equipments, water chemicals, resins and taking up projects of installing water treatment plants of any nature.

The process of restructuring the operations has been initiated by the Company and is progressing well. We are hopeful of completing the same in the coming year.

The Company achieved turnover of INR 1213.83 Lacs during the year as compared to INR 1041.17 Lacs in the previous year. The Company made net profit after tax of INR 42.30 Lacs as compared to net profit after tax of INR 28.11 Lacs. Bangladesh economy is one of the major growing developing economies. It has seen robust growth after the Pandemic with macro-economic stability and improvement in infrastructure and trade flows. We are in the final stage of commissioning the Water Treatment & Waster Water Treatment Plants supplied to three Power Projects in Bangladesh. Once fully commissioned, the

Company will gain technical references in Power segment of the country. Your Company is focusing on infrastructure projects of government and municipal authorities with a view to take advantage of growing investments in these segments. The Company continues its focus on Textile segment in Bangladesh.

The Company is currently not in operation.

The Company achieved a turnover of INR 2064.41 Lacs during the year under review compared to INR 1629.49 Lacs in the previous year. The Company made net profit after tax of INR 33.30 Lacs.

Oman economy is on recovery path after it witnessed slump due to Covid pandemic. This has helped the Company to show growth during the year under review and are hopeful that the Company will continue its growth trajectory in the coming years.

The Company achieved a turnover of INR 5361.17 Lacs for the year under review as compared to INR 5312.82 Lacs in the previous year. Net profit after tax improved from INR 377.27 Lacs in previous year to INR 392.58 Lacs in the current year. After normalization of logistic issues, the Company is able to improve its performance & profitability during the current year and we are hopeful to continue our growth & profitability in the coming year.

The Company achieved a turnover of INR 3978.34 Lacs for the year under review as against INR 2462.43 Lacs in previous year.

The Company achieved profit after tax of INR 761.90 Lacs for the year as against loss of INR 13.89 Lacs in the previous year. The Company provides project Management services and design services to the parent company for its ongoing contracts. Company has shown improved performance due to revenue growth in the Engineering segment of the Parent Company.

Commercial closings of the old projects also helped the

Company to improve the margins.

During the year under review, the Board has approved the Scheme of Amalgamation of Ion Exchange Projects and Engineering Limited (Subsidiary Company) with Ion Exchange (India) Limited. After SEBI approval the Company will seek NCLT approval for the proposed Amalgamation.

The Company achieved a turnover of INR 454.58 Lacs for the year under review as compared to INR 668.36 Lacs for the previous year.

The Company is in the business of providing integrated engineering services across the life cycle of a project and has expertise in the manufacture of RO pressure tubes, FRP tanks and electrical panels for water treatment industries.

The Company achieved a turnover of INR 1266.77 Lacs for the year under review, as against INR 363.32 Lacs for the previous year.

The Company achieved Net Profit after Tax of INR 254.72 Lacs as compared to the previous year' The Company is in the business of providing advanced environmental solutions and services for industrial, infrastructure and municipal applications.

During the year under review, the Board has approved the scheme of Amalgamation of Global Composites and Structurals

Limited and Ion Exchange Environment Management Limited

(wholly owned subsidiaries) with Ion Exchange (India) Limited. The Company will seek NCLT approval for the proposed Amalgamation.

The Company achieved a turnover of INR 2000.89 Lacs during the year under review as compared to INR 1408.28 Lacs in the previous year registering a growth of 42 percent. The Company made a net profit after tax of INR 66.77 Lacs for the year as compared INR 131.85 Lacs in the previous year. The Company is a Joint venture Company set up in South Africa with Safic (Pty) Ltd. Despite of low GDP growth and weakening of South African currency, your Company has grown by 42% with its continued focus on Engineering, Chemical and Membrane business. We are confident of continued growth in the coming year as during the last quarter of F.Y. 2022-23 South African GDP has shown marginal improvement.

The Company achieved a turnover of INR 721.54 Lacs during the year under review compared to INR 644.46 Lacs in previous year. Relaxation of Covid -19 restrictions has enable the Company to marginally improve its turnover. The Company is hopeful of improving its performance in the coming financial year.

The Company achieved a turnover of INR 31.15 Lacs for the year under review, as against INR 67.22 Lacs for the previous year.

The Company is in the business of providing total water management consultancy across the spectrum.

The Company achieved a turnover of INR 1874.45 Lacs for the year under review, as against INR 1094.37 Lacs for the previous year.

The Company achieved Net Profit after Tax of INR 238.53 Lacs as compared to the previous year's Profit after Tax of INR 3.09 Lacs.

The Company is set-up as a special purpose vehicle to implement PPP (Public Private Partnership) project for bottle water supply to Indian Railway Catering and Tourism Corporation Limited (IRCTC).

The Company achieved a turnover of INR 1188.68 Lacs for the year under review. The Company achieved Net Profit after of INR 97.87 Lacs.

During the year under review, the name of the Company was changed from IEI Total Water Management LDA to Ion Exchange Europe, LDA.

To cater to the needs of the European Market, your Company has incorporated a Subsidiary company in Portugal

During the year under review, the Board of Directors of the Company (‘Board'), at its meeting held on February 3, 2023, approved the Scheme of Amalgamation of Global Composites and Structurals Limited (‘GCSL') and Ion Exchange Environment Management Limited (‘IEEML') with Ion Exchange (India) Limited (‘IEIL'). GCSL & IEEML are wholly owned subsidiaries of the Company and upon the Scheme coming into effect, the entire paid-up share capital of GCSL and IEEML shall stand cancelled. The Scheme is pending approval before the Hon'ble National Company Law Tribunal, Mumbai Bench. The amalgamation is also subject to approval from other regulatory/ governmental authorities.

During the year under review, the Board of Directors of the Company (‘Board'), at its meeting held on March 23, 2023, approved the Scheme of Amalgamation of Ion Exchange Projects and Engineering Limited (‘IEPEL') with Ion Exchange (India) Limited (‘IEIL'). IEPEL is an unlisted subsidiary of the Company. The Board has recommended a share exchange ratio of 214 fully paid-up equity shares of nominal value of INR 1/- each of the Company for every 6,360 fully paid-up equity shares of nominal value of INR 10/- each held by the shareholders of IEPEL. As part of the Scheme, the equity shareholding of the Company in IEPEL shall stand cancelled. The Company has filed the application with the National Stock Exchange of India Limited and BSE Limited for obtaining their No Objection. The amalgamation is subject to approval of the shareholders, NCLT and other regulatory/governmental approvals

A statement as required under Section 129 of the Companies Act, 2013, is attached to the Annual Report in form AOC 1.

Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Director have, on July 26, 2023, approved the appointment of Mr. Sanjay Joshi (DIN : 01656787) as an Additional Director in the capacity of

Independent Director, subject to the approval of the shareholders of the company. Necessary Resolution for his appointment is being placed for the approval of shareholders as part of the notice of the 59^th AGM.

Mr. M.P. Patni, Director of the company, retires by rotation and . beingeligiblehasoffered himselfforre-appointment All Independent Directors have given declarations that they Tax meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

Pursuant to the provisions of the Section 149 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the

Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. The evaluation was done after taking into consideration the criteria laid down by Nomination and Remuneration committee. The criteria for evaluation included participation in deliberations, specific contributions made, compliance with company's code of conduct, carrying out assigned tasks in timely and efficient manner and planning and formulating the company's strategies. The performance evaluation of Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman, non- independent Directors and the Board and its Committees was carried out by Independent Directors. The Board of Directors expressed satisfaction with the evaluation process.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

- In the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation given relating to material departures, if any;

- Appropriate accounting policies have been selected and applied consistently and judgments and estimates were made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that

- Proper and sufficient 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 have been taken to the best of their knowledge;

- The annual accounts have been prepared for the financial year ended 31st March, 2023 on a going concern basis.

- Proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

- The directors have devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

The Company has following persons as Key Managerial Personnel.

The details of number of meetings of the Board held during the financial year 2022-23 forms part of the Corporate Governance Report.

The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company (www.ionexchangeglobal. com)

All transactions entered with related parties for the year under review were on arm's length basis and in the ordinary course of business and that the provisions of section 188 of the Companies Act, 2013 are not attracted. Further, there are no material related party transactions under review with the promoters, directors or key managerial personnel. The Company has developed a related party transactions framework through standard operating procedures for the purpose of identification and monitoring of such transactions. As per the policy on Related Party Transactions, the Audit

Committee granted omnibus approval for the transactions which are repetitive in nature. The related party transactions were placed before the Audit Committee and the Board on quarterly basis for review, pursuant to omnibus approval. The policy on related party transactions as approved by the board of directors has been uploaded on the website of the company. The web link of the same has been provided in the corporate governance report. None of the directors has any pecuniary relationship vis-a-vis the Company

PARTICULARS OF EMPLOYEESfor ISO 45001:2018 The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013 the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

There are no significant material orders Regulators/Courts which would impact the going concern status of the Company and its future operations.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the

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

Your company places quality at the forefront of its products & services. All of your Company's manufacturing and service divisions including support functions like technology and corporate communications are certified for ISO 9001:2015 Quality Management System. The internal quality norms are constantly reviewed to ensure that our products meet the required standards. The quality of material received is also regularly monitored to ensure that it meets the quality standards as per the requirements of your Company's products. The focus on process excellence through ‘Lean Six Sigma' is aimed to deliver high quality solutions to customers and create new benchmark. Your Company's manufacturing facilities i.e. Resins at Ankleshwar, Gujarat; Chemicals at Patancheru, Telangana and Membrane at Goa are certified for ISO 14001:2015 Environmental Management System. In addition, the Resins manufacturing facility has obtained renewed certificates for WHOGMP, WQA-Gold seal; Kosher, Halal, EU and Canadian Health, GMP (Good Manufacturing Practice), GLP (Good Laboratory Practice). The Chemical manufacturing facility at Patancheru is also certified for ISO 45001:2018 Occupational Health and Safety Management System. The chemical facility has also obtained renewed certificates for Kosher, Halal and NSF/ANSI 60. The membrane manufacturing facility at Goa is also NSF certified.

Your Company's R&D Laboratories at Patancheru and Vashi are certified by DSIR and the Laboratory at Bangalore by NABL. Further, one of your Company's service site at Bhatinda has also got its certificate Health and Safety Management System renewed. Your Company remains focused on enhancing the quality, efficiency and best-in-class performance.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s. B S R & Co. LLP, Chartered Accountants (Reg No. 101248W/W-100022), were appointed as statutory auditors of the Company for a period of four years from the conclusion of the Fifty-Sixth Annual General Meeting (AGM) of the Company held on September 22, 2020 till the conclusion of the Sixtieth AGM to be held in the year 2024. Consequent to amendment to Companies Act, 2013, ratification of Statutory Auditor's appointment is not required at every Annual General Meeting.

The Branch Auditors, M/s. Angadi & Co., appointed to conduct Audit of Ion Exchange Services [A division of Ion Exchange (India) Limited], Bengaluru, hold office until the conclusion this meeting and are eligible for appointment. Pursuant to the provisions of section 139 and 143(8) of the Companies Act 2013 and rules framed there under, it is proposed to appoint M/s. Angadi & Co., as branch auditors of the Company from the conclusion of forthcoming AGM till the conclusion of next AGM.

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Chemicals, Membranes and Standard water treatment plants manufacturing activity are required to be audited. Your Directors on the recommendation of the Audit Committee, appointed M/s. Kishore Bhatia & Associates to audit the cost accounts of the Company for the financial year ending 31st March, 2023. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to M/s. Kishore Bhatia & Associates, Cost Auditors is included in the Notice convening the Annual General Meeting.

In accordance with the Companies Act, 2013 (The Act), read with the Companies (Accounts) Rules, 2014, SEBI (Listing Regulations) and Ind AS 110 Consolidated Financial Statements and Ind AS 28 Investment in Associates and Joint Venture the audited consolidated financial statements are provided in this report.

The consolidated financial statements have been prepared on the basis of the audited financial statements of the company, its Subsidiaries, Joint Venture and Associate companies, as approved by their Board of Directors.

The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies are placed on Company's website and the same are open for inspection at the Registered Office of the Company

A report on Corporate Governance as required under Regulation 34 of Listing Regulations read with Schedule V (Part C) forms part of this annual report.

Report on Management discussion and analysis as required under Regulation 34 of Listing Regulations forms part of this Annual Report.

Business Responsibility and Sustainability Report as required under Regulation 34 of Listing Regulations read with Schedule V (Part B) forms part of this Annual Report.

The annual return of the Company as required under the Companies Act, 2013 will be available on the website of the Company (www.ionexchangeglobal.com).

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. GMJ & Associates, a firm Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure I".

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the areas of environment, education and safe drinking water. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company's CSR Policy. The Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as "Annexure II" forming part of this report.

Information in accordance with Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014 and forming part of this Report for the year ended 31st March, 2023 is given in "Annexure III".

Your Board conveys its deep appreciation of the co-operation extended by customers, suppliers, banks, financial institutions, contribution made by employees for the company's growth, shareholders and deposit holders.