india glycols ltd Directors report

To The Members

Your Directors are pleased to present the 39^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, 2023.

Financial Results* ( Rs. Rs.in Crores)

(except earnings per share)

Particulars	Year ended 31.03.2023	Year ended 31.03.2022
Gross Sales and other income1	*
- Continuing operations:	6,668.45	6,622.86
- Discontinued operations:	-	214.07
Total	6,668.45	6,836.93
Earnings before interest, taxes, depreciation and amortization
- Continuing operations:	325.11	278.90
- Discontinued operations:	-	21.65
Total	325.11	300.55
Exceptional item	(17.57)	200.63
Profit /(loss) before tax
- Continuing operations:	122.70	341.38
- Discontinued operations:	-	13.72
Total	122.70	355.10
Provision for tax
- Continuing operations:	23.96	66.25
- Discontinued operations:	-	3.45
Net profit/(loss)
- Continuing operations:	98.73	275.12
- Discontinued operations:	-	10.27
Total	98.73	285.39
Earnings per share (in Rs.) (Basic and Diluted)
- Continuing operations	31.89	88.86
- Discontinued operations	-	3.32
- Continuing & discontinued operations	31.89	92.18
Dividend on Equity Shares	23.22	23.22

*The BioEO (Speciality Chemicals) Business was transferred on 30^th June, 2021 in terms of Business Transfer Agreement and Joint Venture Agreement executed on 11^th March, 2021, accordingly, in pursuance to the provisions of Indian Accounting Standards(Ind AS), the same has been disclosed as discontinued operations in the Standalone financial statements for the FY 2021-22.

** Includes State Excise Duty, as applicable.

Dividend

Your Directors are pleased to recommend a dividend of Rs.7.50/- (Rupee Seven and Paise Fifty Only) per equity share of face value of Rs.10/- each (i.e. 75%) for the financial year ended 31^st March, 2023 subject to the approval of the Shareholders in the ensuing Annual General Meeting (“AGM”). The total outgo on account of dividend will be 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 Rs.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 Rs.s website at https://www.indiaglycols.com/investors/downloads/Dividend- distribution-policy.pdf

Performance Review

FY 2022-23 has been a challenging year for the business as business recovery continued to gain momentum through out the year. The Raw Material escalation in terms of price continued to put enormous pressure on the cost margins. Despite the business challenges, the Company demonstrated a resilient performance throughout the year. IGL has forayed into grain-based ethanol by installing two grain-based distilleries of 180 kilo litres per day and 110 kilo litres per day in Kashipur and Gorakhpur, respectively. Today, the Company has not only reduced importing alcohol to a large extent from overseas but also moving towards self-sufficiency on the same with commissioning of these capacities.

During the FY 2022-23, on a standalone basis, your Company registered total revenue of Rs. 6,668 Crores as compared to Rs. 6,837 Crores in FY 2021-22, a marginal decline of 2.47%. The profit after depreciation and tax for the FY 2022-23 was Rs. 99 Crores in comparison of Rs. 285 Crores in the FY 2021-22 (included an exceptional gain from slump sale of Company Rs.s BioEO (Speciality Chemicals) Business). In the financial year 2022-23, the continued escalated feed stock prices put substantial pressure on margin across sectors. The Bio-based Specialties and Performance Chemicals business earned improved margins and largely maintained profits despite a dip of about 17% in the revenue in comparison to last financial year. For Potable Spirit segment, despite an increased gross revenue of 7% over previous year, margins moderated due to sharp escalation in ethanol cost & input cost and inability of the Company to increase the selling price as it is controlled by the government. With enhanced capacities for couple of API Rs.s, the

Ennature Biopharma (Nutraceuticals) Business registered an excellent revenue growth of about 24% over the previous year.

The Company continues to source green feedstock of molasses and started procuring grain (broken rice) for the manufacturing of alcohol and associated products.

Under the current scenario, the outlook for the near future remains positive.

During the year under review, no amount was transferred to reserves.

The COVID 19 pandemic is far from over and continues to pose challenges to the business environment across the globe. We continue to adhere to the guidelines issued by the Government of India on a timely basis. The Company continues to follow the COVID appropriate behavior and continues to encourage the employees to follow the same.

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.

Awards and Recognitions

Recognitions are a validation of our customer focus and quality. During the year under review, the Potable Division- IMFL received several awards such as:

• Spirits Achiever Award for Zumba Lemoni.

• Spirits Selection Gold Award for Single Reserve.

• Spirits Selection Silver Award for Amazing Plain.

• Ind Spirits Ambrosia Award for best Standard Vodka for Amazing Plain.

• Product Debut Award of the Year in Rum: Gold Medal for Zumba Lemoni.

Credit Ratings

During the financial year 2022-23, CARE Ratings Limited (“CARE”), a credit rating Agency, has assigned ratings to the long-term/short-term bank facilities of the Company and Outlook is stable. The instrument wise ratings are as follows:

Instrument Type	Rating/Outlook	Rating Action
Fund-based - LT-Bank guarantee	CARE A; Stable	Assigned
Fund-based - LT-Cash credit	CARE A; Stable	Assigned
Fund-based - LT-Term loan	CARE A; Stable	Assigned
Non-fund-based - ST-BG/LC	CARE A1	Assigned

Bio-Based Specialities and Performance Chemicals

The Company is the largest manufacturer of Bio-based glycols and glycols ethers made from renewable and sustainable

feedstock and Bio-based ethanol. Bio-based MEG is the largest selling product in this category and has a much lower carbon footprint and therefore helps companies reduce their carbon footprint targets as carbon footprint is one of the key indicators to measure climate change as set out in the UNSDGs - United Nations Sustainability Development Goals.

The year 2022-23 continue to be very challenging for the chemicals business. The year witnessed sharp decline in the international prices of Ethylene Oxide and Propylene Oxide which resulted in low prices of our competition products. The situation was compounded by high processing cost due to increase in energy prices after Russia-Ukraine conflict. The situation was also impacted by low demand from China and extremely low production costs of competition products within China. Some volume of Bio-MEG business was lost due to policy shift in US market in favour of recycled PET Domestic Glycol prices remained low so we took a conscious decision to reduce volumes in domestic market.

Due to the adverse market scenario, export volumes of Glycol Ethers to China and SE Asia dropped significantly as local China prices were low. Sale volume of Bio-MEG also reduced due to lower sales to US. Sales of Glycols [Monoethylene Glycol (MEG), Diethylene Glycol (DEG), Triethylene Glycol (TEG), Heavy Glycols and Glycols Ether] have decreased from 81,077 MT during the FY 2021-22 to 49,367 MT in FY 2022-23 and the sales value was at Rs. 1,555 Crores and Rs. 1,290 Crores, respectively.

During the year, your Company produced 48,445 MT of Glycols compared to 86,152 MT last year.

With the reduced pace and impact of Covid-19, during the year under review, the Company Rs.s sale for Hand Sanitizer was negligible. The last year sale was Rs. 11.04 Crores.

Exports

Due to challenging global scenario, the Company registered a lower sales value of Rs. 577 Crores during the year under review as compared to Rs. 717 Crores during previous year. Discontinuation of export of EOD business impacted the exports of the Company. Decline in global demand, high inflation and lower prices of competition products led to a decline in overall exports of Glycol Ethers. However, in the Glycols segment, the Company was able to retain sales volume by adopting innovative pricing models and strategic positioning in niche markets.

The Company continues to hold the Rs.Three Star Export House Rs. status as granted by Government of India.

Potable Spirits (IMFL, Country Liquor) and ENA

During the year, your Company registered gross sales value of Rs. 4,705 Crores as compared to Rs. 4,393 Crores last year in the Potable Spirits division. However, Extra Neutral Alcohol (ENA) volume to export market witnessed a decline due to muted demand for sanitizers. The Company continues to be

a major player in North India for domestic pharma markets. It is a trusted and reliable supplier to many well established companies manufacturing homeopathic medicines and perfumery. The Company has won the trust of supplying a premium category of ENA to alcoholic beverages companies in state of Uttarakhand. The existing tie-up with Bacardi for bottling of their products at the Kashipur bottling unit performed well. The Company enjoys a position of a premium quality ENA supplier in the international markets and is gradually trying to increase its overseas market share in a price sensitive market.

Your Company has the license for operations and sale of branded Country Liquor in the States of Uttar Pradesh and Uttarakhand. The Company commanded leadership position in the Country Liquor market in both operating states i.e. Uttar Pradesh and Uttarakhand. The volumes in these states have been well received by the consumers. In the last year, we had launched a number of brands thereby giving your Company a larger portfolio for the business.

Today, the Company has a portfolio across Whisky, Vodka & Rum segments. Our brands have received a good initial traction in the market and will continue to consolidate their respective market shares in the time to come. Presently, the Company has Amazing Vodka available in 3 flavors i.e. Plain, Green Apple and Orange. In the whisky segment, the Company offers Single Reserve and Soulmate Blu in the states of Delhi, Uttarakhand and Uttar Pradesh. The Company launched Zumba™ Black and Zumba Lemoni™ during the year in review. Following the strategy of premiumisation in the Potable Spirits division, the Company launched Amazing Vodka in the Semi-Premium Segment. The brand has the distinction of being packed in a beautiful frosted, printed bottle with brilliant blend which has imported enhancers/flavours. The Company had also launched Amazing Vodka in Green Apple & Orange flavours. Amazing Vodka has been well accepted by the consumers of Uttar Pradesh, Uttarakhand and Delhi. Encouraged by the good success of the brand, the Company intends to take the brand into the states of Haryana and Punjab. Single Reserve and Zumba rum has been well- received by the consumers across the operating states.

The policy in Delhi offers a lucrative space for Indian Made Foreign Liquor (“IMFL”) companies and continues to be a high growth market for your company. Our Soulmate Blu whisky is one of the leading brands being sold in this category. Amazing Vodka is making steady progress in the Vodka segment and is available in 3 flavours in the operating states.

The Company launched a premium flavored rum named “Zumba Lemoni Citrus Rum” in the month of September, 2022. This brand is currently rolled out only in the states of Uttarakhand and Uttar Pradesh. In the upcoming financial year, the Company would launch this in Delhi, Rajasthan, Haryana and Punjab. We aspire to take this brand national in line with other brands as well.

The Company is producing IMFL brands from its Gorakhpur and Kashipur unit and couple of tie-up units. With focus on brand extension of the Bunty? family, Bunty vodka continues to command a leadership position in the state of Uttar Pradesh. Today this brand is available in 5 refreshing flavours. All SKUs (Stock Keeping Unit) have been well received by the consumers. We strive to deliver delighting products to our consumers across the operating states.

The Company is a registered supplier to the Indian Defense forces through CSD & Para Military Forces with the flagship brand “Beach House XXX Premium Rum”. The Company now also plans to introduce premium new Whisky and Vodka brands thus further strengthening the Company Rs.s brand portfolio in CSD & Para Military market.

Power Alcohol (Bio-Fuels)

The Company has Power Alcohol plants at Kashipur and Gorakhpur units with a capacity of 130 KLPD and 100 KLPD, respectively and supplied Power Alcohol to Oil Manufacturing companies (“OMC Rs.s”) through their tender process, as per Government of India Rs.s Ethanol Blending Programme for blending in Petrol. With both grain distilleries commissioned, the Company would be able to cater the growing demand in Bio-fuel segment.

During the year under review, the Company registered a revenue of Rs. 126 Crores from sale of Power Alcohol as compared to Rs. 9 Crores during previous year.

Ennature Bio-Pharma (Nutraceuticals)

The Ennature Bio-pharma division of the Company is operating in the space of Plants based API Rs.s Nutraceuticals, Phytochemicals Health Supplement Ingredients. 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. 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 EU written confirmation, WHO GMP, Current Good Manufacturing Practices (cGMP), ISO 9001, ISO 22000, Hazard Analysis and Critical Control Points (HACCP), Kosher and Halal. Also, in order to further reach aggressively the regulated market of several European countries, the Company had also applied for EUGMP certification from the European agency-EDQM. Subsequent to March, 2023, the requisite audit has been completed by the European drug agency.

The unit has an advanced production facility, including organic certified Super Critical cO2 Fluid Extraction (SCFE) & biobased solvents Rs. extraction facility, for production of standardized botanical extract, phytochemicals, food supplements, spice extracts and active pharmaceuticals ingredients (APIs) of natural plant origin.

The division has achieved sales of Rs.189 Crores for FY 202223, as compared to Rs.153 Crores over previous year. Even, in challenging markets, the Company has been able to maintain market share and leadership position in the Thiocolchiside API segment and registered substantial growth in the Nicotine business.

The APIs derived from plant sources have been doing exceedingly well with some of the molecules having gained significant growth and captured major market share in the burgeoning global pharmaceutical market. While your Company has maintained the leadership position for Thiocolchicoside in the export market, it has also gained major inroads in the domestic market by acquiring supply contracts with major key accounts. The next focus with Nicotine is in the pharmaceutical industry with nicotine salts for Nicotine Replacement Therapy products like gums, lozenges and pouches. Business Development activities are also being done to enter the huge US Nicotine market. Simultaneously, the Company also focused on development of new API Rs.s with a view to reduce dependency on the API-Thiocolchiside.

With more focus on nutra business, the Company has undertaken major business development activities in the lucrative markets of US, Europe and SEA to leverage the branded nutraceutical ingredient market with the help of Maxicuma, Xanthogreen, Tuminova & Gingeren. Another breakthrough has been the development of SCEMOD technology which is a pioneering platform for True Oil Solutions opening newer avenues in the nutraceutical space. With strong focus on R & D and formulation development, aim to diversify product portfolio to reduce dependency on a single or few products and also develop, differentiated and branded ingredients in line with requirements of US and European markets, the segment is all set for more growth.

Industrial Gases

During the year under review, the Company produced 23,595 MT of Liquid Oxygen and 709 MT of Liquid Nitrogen. Both Liquid Oxygen and Liquid Nitrogen were sold in the market and also used for in house requirements. In addition, Argon of 2,739 MT was also produced and its sales were 2,679 MT.

The Industrial Gas Division also produced Beverage and Industrial Grade Liquid Carbon Di-oxide (LCO2) at Kashipur. During the year, your Company has produced 26,542 MT of LCO2 and its sale was 25,750 Mt.

Your Company also produced ETO (Ethylene Oxide & Carbon Dioxide Gas Mixtures) under the trade name IGL-STERI GAS at its Kashipur Plant. It is suitable for sterilization of disposable surgical & medical devices, spices and packing substances like rubber, plastic etc.

The Company has an in house facility for production of EO and LCO2 which are also used in the production of ETO. It is the only plant in India to have such manufacturing facility which manufactures both these gases and gives us a distinct edge over other suppliers in the market. During the year under review, the Company has sold 1,492 MT of Steri Gas as compared to 1,343 MT in the last year.

Further, the Industrial Gases segment registered total sales of all gases of Rs. 41 Crores during FY 2022-23 against a sale of Rs. 46 Crores during the last year.

Future Outlook- Expansion, Modernization and Diversification

IGL has been a front runner in establishing its businesses with sustainability at its core. It has been possible only because of the fact that the Company adopts state-of-the-art-of technology with fool-proof systems of safety as well as consistent quality products, while utilizing renewable resources. IGL has been at the forefront of taking novel initiatives to create a new paradigm, each time a need arises. IGL stands ahead of all big companies in the world by graduating from being a producer of renewable chemicals to become the leading manufacturer of Specialty Chemicals derived from C-smart feedstock. IGL would have the distinction of being the right partner for its customers helping them to achieve their sustainability objectives. Like in the past, IGL Rs.s products of future will remain a great enabler for the much needed circular economy and thus enabling progress on the UNSDGs (United Nations Sustainability Development Goals).

The Company has identified the following New areas to build a portfolio of value added products:

I. New Bio-based Specialties and performance chemicals including:

• Bio-Polymers.

• Green Solvents including those of Amine Chemistry.

• Green specialty esters chemistry.

• C-smart based Specialties.

II. Potable Spirits and ENA.

III. Ennature Biopharma (Nutraceuticals) and Plant based API Rs.s.

Various types of products would be introduced keeping in mind the future needs of user industries. Each product would be designed by in-house R & D adopting the most innovative methods and approaches. Bio-based and environmentally friendly ingredient and Performance chemicals for various end application like Personal Care, Home Care, Automotives, Crop care, Oil Field and other applications etc. would be launched.

In FY 2022-23, your Company established a state-of-the- art new R & D facility in Kashipur, which would focus on completely new range of chemistries and application, in future. For this purpose, the pilot facilities for new Bio- Specialties have already been commissioned. The Company has already started establishing its new range of products in industries identified as above during this period. Further, during the year under review, your Company has also established a plant to manufacture Granulated potash fertilizer (PDM) utilizing potash rich fly ash generated from Slop incineration boilers. This will not only help to protect the environment but also create wealth from waste.

Your Company has already established several collaborations with global leaders for joint R & D on a long-term basis. It has given a new dimension to new product design concepts of the Company. As a result, products being designed will have a high degree of success rate besides the development cycle being efficient in-terms of time, quality and cost.

Further, converting this challenge times into opportunity, your Company has started producing Green esters, Specialty amine derivative and c-smart specialty chemicals of superior quality and meeting global standards.

Some of the notable achievements including product development are given below:

a. Revamped and set up new R&D center for IGL at Kashipur and at Dehradun (post getting DSIR approvals).

b. Set up a state of art new facility for manufacturing BioSpecialties and C- smart chemicals.

c. Pilot Plant facilities for new bio-specialties are commissioned and the new product development plan is being executed.

d. A large export order for a new bio-specialty chemicals received and is being serviced.

e. Approvals for derivatives of bio-polymers from foreign buyers have been received. Expect a significant growth of bio-polymer business.

f. Several new products in Potable Spirits segment launched with notable success.

g. Obtained CEP (Certificate of suitability) approvals from EU for an API in Ennature Bio-Pharma segment. This puts IGL in a strong position as far as export to EU are concerned.

After the commissioning of the grain distillery plants at Kashipur and Gorakhpur, we have been able to attain near self-sufficiency and been able to provide end products at a competitive and effective rate to our customers. This self-sufficiency is inline with the vision of an “Aatma Nirbhar Bharat”. Captive consumption of this ethanol will result in reduced reliance of ethanol imports and strengthen the forex part for the Company. Simultaneously, IGL can also provide the ethanol for blending purposes as there is robust demand potential for the ethanol produced by IGL with the government Rs.s target to achieve 20% ethanol blending by 2025. The Company is looking forward to increase its grain distilleries capacities in near future.

In the last financial year, the newly set up R & D Center at Kashipur enables the Company to focus on the development of new derivatives, value-added products and innovate on future demands. All of these actions taken in the last year has given us a competitive edge over our peers and competition.

The Company has a strategic vision to establish itself as a manufacturer of specialty chemicals and has developed a “New Specialties Unit” at Kashipur.

In the upcoming year the Company aspires to make a lot of value-added products in the space of amines, plasticizers and other carbon-neutral products for the customers. The Joint Venture is performing as per expectations.

Finance

During the year under review, your Company has raised term loan amounting to Rs. 209.67 Crores. The Company renewed the EPBG advance for USD 22.80 million ( Rs. 145.28 Crores) after meeting repayment obligations for FY 2022-23. The Company repaid an amount of USD 17.8 million ( Rs. 113.42 Crores) to the customers against the commitments reducing the total liability to USD 22.80 million ( Rs.145.28 Crores) as on 31^st March, 2023. Further, the Company has re-paid, upon maturity, term loan of Rs. 158.37 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, 2023. 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 Rs.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.

Subsequent to updation of delegation of authority matrix/ SOP Rs.s/manual in line with the changed business environment in earlier years, the Company has also implemented the more strengthened IFC framework in consultation with M/s Grant Thornton in recent times.

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 2023-24 have been paid in advance to the Stock Exchanges.

Subsidiary, Associates, Joint Venture and Consolidated Financial Statements

As at 31^st March, 2023, the Company had Five (5) subsidiaries, One (1) associate and One (1) Joint Venture Company. A brief of each of them is given below:

Shakumbari Sugar and Allied Industries Limited

The Company has a sugar manufacturing plant in the state of Uttar Pradesh through its subsidiary Company Shakumbari Sugar and Allied Industries Ltd. (“SSAIL”) with a crushing capacity of 5,500 tons crushed per day (TCD) along with a modern distillery of 65 KL per day (KLPD) producing high quality rectified spirit and an internal bagasse fired cogeneration plant of 11 MW catering to the captive power needs of the sugar and distillery units.

During the year under review, SSAIL Rs.s operations remain discontinued. Further, during FY 22-23, in pursuance to the authorisations granted by the Board of Directors in their meeting held on 30^th March, 2023, the Company, inter-alia, executed, a Share Purchase Agreement with Faith Mercantile Private Limited (“FMPL”), Meir Commodities India Private Limited (“MCIPD”) and R K AND D Investment Private Limited (“RKD”) (collectively “the Buyers”), for sale of: (i) 98.885% equity shareholding; (ii) 100% preference shareholding of SSAIL held by the Company and other selling shareholder of SSAIL; and (iii) repayment of entire Inter corporate deposits (received from various entities) of SSAIL (“ICD Rs.s”).

In terms of the executed agreements, the Buyers agreed to invest Rs. 87,50,00,000 (Rupees Eighty-Seven Crores Fifty Lakh Only) (“Consideration”), subject to certain pre-closing and postclosing adjustments (including adjustment for working capital, interest, etc.) in accordance with the terms of the executed agreements/documents, to be utilized in the manner set out below:

(i) Rs. 86,89,88,790 (Rupees Eighty Six Crores Eighty Nine Lakhs Eighty Eight Thousand Seven Hundred Ninety Only) shall be invested by the Buyers in the form of loans and advances, to be utilized by SSAIL for repayment of the entire outstanding ICDs (Buyers have given an advance amount of Rs. 53,90,00,000 (Rupees Fifty Three Crores Ninety Lakhs) to SSAIL as of 31^st March, 2023);

(ii) Rs. 50,11,210 (Rupees Fifty Lakhs Eleven Thousand Two Hundred Ten only) towards acquisition of 98.885% of the total equity shares issued by SSAIL, of which Rs. 25,86,210 (Rupees Twenty Five Lakhs Eighty Six Thousand Two Hundred Ten Only) will be received by the Company for transferring its entire 51.03% equity shareholding;

(iii) Rs. 10,00,000 (Rupees Ten Lakhs only) towards acquisition of 100% of the total preference shares issued by SSAIL, of which Rs. 5,10,000 (Rupees Five Lakhs Ten Thousand only) will be received by the Company for transferring its entire 51% preference shareholding.

Accordingly, in pursuance to the executed documents, subsequent to sale of its 22% equity shareholding and preference shareholding by the Company to the Buyers on 31^st March, 2023, SSAIL ceased to be a subsidiary on 31^st March, 2023 (from the time of sale of shares). The remaining shares would be transferred on or before 15^th August, 2023 or such extended date that may be mutually agreed in terms of the executed documents upon receipt of balance consideration and completion of other condition precedent.

During the year ended 31^st March, 2023, SSAIL has earned a profit of Rs. 3,258.94 Lakhs.

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, 2023, IGLFL has incurred a loss of Rs. 0.44 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, 2023, ICSPL has incurred a loss of Rs. 0.49 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, 2023, EBPPL has incurred a loss of Rs. 0.43 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, 2023, IGL Chem International Pte. Ltd. has incurred a loss of Rs.19.57 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 Rs.s products and related activities in the American and Latin American regions. During the year ended 31^st March, 2023, IGL Chem International USA LLC has incurred a loss of Rs. 147.44 Lakhs.

Clariant IGL Specialty Chemicals Private Limited (erstwhile IGL Green 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, 2023, CISCPL has earned a profit of Rs. 2,185.68 Lakhs.

Sale/Transfer of Investment in Associate/Joint Venture

Kashipur Infrastructure and Freight Terminal Private Limited

During the year under review, in pursuance to the authorisations granted by the Board of Directors in their meeting held on 31^st October, 2022, the Company post execution of a Share Purchase Agreement (“SPA”) on 31^st October, 2022 with Gateway Distriparks Limited (“Buyer”) sold its entire 42.31% shareholding (i.e. 26,74,418 shares) of Kashipur Infrastructure and Freight Terminal Private Limited (“KIFTPL”) to the Buyer on 23^rd December, 2022 and received Rs. 61,17,76,649 (Rupees Sixty One Crores Seventeen Lakhs Seventy Six Thousand Six Hundred Forty Nine only) after adjustment in terms of SPA. Further, Company Rs.s affiliate has also transferred 6.61% shareholding (i.e. 4,17,725 shares) of KIFTPL to the Buyer in accordance with the term of the SPA.

Subsequent to the said transfers, KIFTPL ceased to be a Joint Venture/Associate of the Company.

The consolidated financial statements of the Company and its subsidiaries, joint ventures for the FY 2022-23, 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/associate 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.indiaglvcols.com.

A separate statement containing salient features of the financial statements of subsidiaries, associates and Joint ventures 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 at its meeting held on 10^th November, 2022 re-appointed Shri Sudhir Agarwal (DIN: 08602216) as Executive Director and Key Managerial Personnel of the Company in the category of Whole time Director of the Company, for a further period of 1 (One ) year w.e.f. 1^st December, 2022 till 30^th November, 2023 which was also approved by the members of the Company by way of an Ordinary Resolution passed through Postal Ballot on 25^th December, 2022.

Further, Smt. Pragya Bhartia Barwale (DIN: 02109262), Director of the Company is retiring by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. Your Directors also recommends the re-appointment of Smt. Pragya Bhartia Barwale, the retiring Director, for your approval.

The Company has received requisite declarations as required under Section 152(4) of the Act from Smt. Barwale along with the intimation that she is not disqualified under Section 164 of the Act to act as 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), are provided in the Notice convening AGM.

Further, subsequent to closure of FY 2022-23, upon completion of his term of five (5) years, Shri Sajeve Bhushan Deora (DIN: 00003305) ceased to be an Independent Director of the Company on 30^th April, 2023 (close of Business hours). The Board places on record its sincere appreciation for the contributions made by him during his tenure as an Independent Director of the Company.

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(I)

(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 Rs.s management and meets the requirement of integrity, expertise and experience (including proficiency).

During the Financial Year 2022-23, Six (6) 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, 2023, 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 Rs.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, guiding principles for payment of remuneration to Directors, Senior Management, Key Managerial Personnel and other employees along with criteria for determining qualifications, positive 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/investors/downloads/ 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, 2023.

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/investors/downloads/policv-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/investors/downloads/ vigil-mechanism-policy.pdf

As on 31^st March, 2023, the Audit Committee comprises Four Non-Executive Independent Directors, namely, Shri Pradip Kumar Khaitan (Chairman), Shri Ravi Jhunjhunwala, Shri Jagmohan N. Kejriwal, Shri Sajeve Bhushan Deora (ceased to be a director w.e.f. 30^th April, 2023 (close of business hours)) and one Executive Director, Shri Sudhir Agarwal.

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 Rs. 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, 2023, 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, 2023 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.

The requisite certificate from the Statutory Auditors of the 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 & 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 Rs.s

performance on ESG (Environment, Social and Governance) parameters for FY 2022-23 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 M/s K.N. Gutgutia & Co., Chartered Accountants (Registration No. 304153E), Statutory Auditors on the financial statements of the Company for the financial year 2022-23 is part of the Annual Report.

The notes on financial statements referred to in the Auditor Rs.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 2022-23.

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 2022-23 in terms of provisions of Section 204 of the Act. The Secretarial Audit Report for the financial year ended 31^st March, 2023 was considered by the Board in its meeting held on 24^th May, 2023 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 2023-24 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 Rs.s Report for the year 2021-22 was filed with Central Government within the prescribed time.

Related Party Transactions

During the FY 2022-23, 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 Rs.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 Rs.s website at https://www.indiaglvcols.com/investors/downloads/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, 2022 and 30^th September, 2022 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. 57 of the Standalone financial statements forming part of the Annual Report.

Conservation of Energy, Technology Absorption, Foreign 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 Rs.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/investors/ downloads/csr-policy.pdf

The Company Rs.s CSR policy statement and the annual report on CSR activities undertaken during the financial year ended 31^st March, 2023, 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.

The CSR Committee comprises two Executive Directors namely Shri U.S. Bhartia (Chairman) and Shri Sudhir Agarwal and two Non-Executive Independent Directors namely, Shri Pradip Kumar Khaitan and Shri Jitender Balakrishnan.

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 Rs.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 Risk Management Committee meeting 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/investors/ downloads/form-mgt-7-2022-23.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

Your Directors acknowledge with gratitude the continued assitance, co-operation and encouragement 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 appreciate and value the contribution made by each and every employee of the Company. The Company looks forward for their continued support in the future.

For and on behalf of the Board

	U.S. Bhartia
Place: Noida	Chairman and Managing Director
Dated: 24th May, 2023	DIN:00063091