I G Petrochemicals Ltd Directors Report

To the Members, On behalf of the Board of Directors of your Company, it gives me pleasure in presenting the Thirty Sixth Annual Report together with the Audited Financial Statements for the year ended 31st March, 2025:

1. F INANCIAL RESULTS

		(C in lakhs)
	2024-25	2023-24
Total Revenue	2,23,397.00	2,12,984.38
Profit before interest, depreciation and tax	24,838.60	13,613.12
Finance Cost	3,880.18	3040.77
Depreciation and	6,525.65	5211.34
Amortization expenses
Profit before tax	14,432.77	5,361.01
Provision for tax	3,185.85	1,389.62
Profit after tax	11,246.92	3,971.39
Earnings per share (C)	36.52	12.89

2. DIVIDEND

T he Board of Directors have recommended C 10/- per equity share having face value of C 10/- each for the year ended 31st March, 2025 aggregating to C 3079.49 lakhs.

The dividend distribution is in accordance with the Companys Dividend Distribution Policy and the policy can be accessed at www.igpetro.com/corporate-governance As per the provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates.

3. O PERATING AND FINANCIAL PERFORMANCE

T he financial year ended31 st March, 2025 marked a period of steady progress for the Company, despite global supply chain disruptions and fluctuations in raw material prices. The Company leveraged its strong operational stability, disciplined financial management, focussed product portfolio and strategic customer relationships to deliver resilient financial and operational performance.

The Company remained focused on enhancing plant efficiency, maintaining product quality, and meeting customer demand both domestically and internationally.

The revenue from operations for the year 2024-25 stood at C 2,20,622.74 lakhs, registering a growth of 5% over the previous years revenue of C 2,09,906.67 lakhs. The growth was primarily driven by increased demand across our core segments, higher capacity utilization, and an improved product mix.

EBITDA for the year 2024-25 was C 24,838.60 lakhs, with a margin of 11.30% compared to C 13,613.12 lakhs. The improvement was supported by operational efficiency measures, improved yield and process optimization.

Profit Before Tax was C 14,432.77 lakhs reflecting 169% increase over the previous year. The Net Profit for the year rose by 183% to C 11,246.92 lakhs with a net profit margin of 5.10%.

The financial position of the Company remains robust, with total assets of C 2,16,776.50 lakhs and a debt-to-equity ratio of 0.17 reflecting a sound capital structure and prudent financial discipline. The Company continues to focus on sustainable growth, cost rationalization and value creation for all stakeholders.

The Directors confirm that no material changes or commitments have occurred between the end of the financial year and the date of this report, which may affect the financial statements of the Company.

4. N EW PROJECTS

D uring the year, the Company ventured to set

Compressed Biogas plant to explore the existing and upcoming opportunities with diversification in green energies at a cost of upto C 3,200 lakhs.

The Plasticizer plant is being set-up at a cost of C 16,500 @ lakhs and is expected to complete during FY 2025-26.

5. C REDIT RATING

T he Company is regular in the repayment of its including interest thereon and the same is reflected in the Credit Ratings affirmed by India Ratings & Research which are "INDAA-/Stable" (term loan and fund based working capital) and "IND A1+" (non-fund based working capital).

6. P ARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

T he particulars of loans, guarantees given or made during the year pursuant to Section 186 of the Companies Act, 2013 (‘the Act) and Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations) are given in the notes to the financial statements.

7. S UBSIDIARIES/ASSOCIATES/JOINT VENTURES

I GPL International Ltd. and IGPL Energy Ltd. are wholly owned subsidiaries of the Company registered with Jebel Ali Freezone Authority, Dubai and yet to commence its operations. The present activities of IGPL

International Ltd. relates to investments. The activities of IGPL Charitable Foundation, a subsidiary are restricted to CSR causes. statements of the Company Theconsolidated are prepared in accordance with the applicable provisions of the Act and the Ind AS. The audited consolidated financial statements together with the Auditors report thereon forms part of this Annual Report.

In accordance with the provision of Section 129 of the Act, a statement containing salient features of the financial statements of the subsidiaries in Form AOC-1 is attached with this Report.

Pursuant to Section 136 of the Act, the financial statements of the subsidiaries are available for inspection by the members of the Company at the corporate office of the Company. A copy of the audited accounts are placed on the website of the Company and shall be made available to the member upon request.

8. C ORPORATE SOCIAL RESPONSIBILITIES

D uring the year, the Company focused on social such as setting up of and infrastructure development for school, rainwater harvesting and lake rejuvenation, skill development, women empowerment, animal welfare, etc. Projects such as rainwater harvesting in association with Infinite Grassroots Green Foundation, skill development/ training with Tata Community Initiatives Trust and women empowerment in collaboration with National Institute of Social Development and Applied Research entailed a period of more than one year for its completion. The CSR obligation of the Company for the year 2024-25 was C 446.98 lakhs against which the Company had spent C 452.09 lakhs which includes the transfer of C 134.48 lakhs to the special bank account opened by the Company as provided under Section 135(6) of the Act.

The Annual Report on CSR activities carried out during the year is provided as Annexure ‘I to this Report and the CSR Policy is available on the website of the Company www.igpetro.com/csr In respect of the ‘ongoing project of 2022-23, C 98.76 lakhs was transferred to a special bank account and the entire amount has been utilized towards the project. In respect of 2023-24, C 67.24 lakhs was transferred to a special bank account and against which C 63.46 lakhs has been utilized towards the respective project. The balance amount of C 3.78 lakhs is proposed to be utilized during the current year.

9. A NNUAL RETURN

P ursuant to the provisions of Section 92 and 134 Act, the Annual Return of the Company as at 31st March,2025 is uploaded on the website of the Company at https://www.igpetro.com/corporateannouncement1/

10. V IGIL MECHANISM POLICY

T he Vigil Mechanism Policy provides for the employees and third parties dealing with the Company to report any instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions that affects the operational and financial integrity and actual or suspected instances of leak of unpublished price sensitive information that could adversely impact operations, business performance and/or reputation. The Policy provides for adequate safeguards to ensure that no employee or any other person is victimised or harassed for reporting and bringing up such incidents in the interest of the Company.

The Audit Committee reviews the functioning of the Policy and no person has been denied access to the Committee for this purpose. The details of the Vigil Mechanism has been elaborated in the Corporate Governance Report and posted on the Companys website http://www.igpetro. com/corporate-governance(CSR) 11. T RANSFER OF SHARES TO IEPF AUTHORITY causes I n accordance with the provisions of Sections 124, 125 of the Act, read with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as "IEPF

Rules") the amount of dividend or any other amount remaining unclaimed or unpaid for a period of seven consecutive years is required to be transferred to the IEPF Authority. The shares in respect of which dividend remained unclaimed or unpaid for seven consecutive years or more, shall also be liable for transfer to the IEPF Authority.

In terms of Section 124(6) of the Act read with the IEPF Rules, the Company had, during the year 2024-25, transferred shares to IEPF Authority in respect of shares on which dividend has not been paid or claimed for seven consecutive years. The Company also transferred the unpaid/unclaimed dividend amount pertaining to FY 2016-17 to the Investor Education and Protection Fund.

The shareholders may note that the dividend declared by the Company for the year 2017-18 and remaining unclaimed shall be liable to be transferred to IEPF on 3rd October, 2025. Further if the shareholders have not claimed dividend for any of the seven consecutive financial years i.e. between FY 2017-18 to FY 2023-24, the underlying shares related to the dividend of FY 2017-18 shall also be transferred to IEPF. The shareholders are advised to forthwith claim their dividend by writing to the Company/RTA.

The Company has uploaded the details of unclaimed dividend on the Companys website at https://www. of the igpetro.com/investorinformation1/ and the same is also available on the website of the Ministry of Corporate Affairs http://www.iepf.gov.in/IEPF/services.html Members whose shares have been transferred to the IEPF can claim their shares and dividend from the IEPF Authority by filing an online web based Form IEPF-5 available at https://www.iepf.gov.in/content/iepf/global/ master/Home/Home.html. The application for the claiming of shares along with the supporting documents are required to be submitted in an online mode only as required under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

The Company Secretary of the Company has been designated as the Nodal Officer who can be contacted for any guidance/assistance to claim the dividend and shares from IEPF Authority.

12. B OARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

S hri M. M. Dhanuka (DIN 00193456) stepped from the Board of Directors on 13th February, 2025. Subsequently, he was appointed as a Chairman Emeritus with effect from 14th February, 2025. With profound grief and sorrow, the Directors state that he left for heavenly abode on 19th April, 2025. The Directors expressed their sincere appreciation and gratitude for his immense contribution, support and guidance to the Board and management of the Company and also conveyed deep condolences.

The term of the Independent Directors viz. Shri Rajesh Muni (DIN 00193527), Dr. A K A Rathi (DIN 00209505) ended on 25th July, 2024 and that of Dr. Vaijayanti Pandit (DIN 06742237) ended on 29th March, 2025 on account of completion of their respective tenure of two terms of five years each. The Directors expressed their sincere appreciation for the extensive contribution made by the Independent Directors towards the growth of the Company.

During the year, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee: a. Appointed Shri Shrikant Somani (DIN 00085039) as ‘Non-Executive Independent Director for a term of five years from 25th July, 2024 to 24th July, 2029. b. Appointed Smt. Girija Balakrishnan (DIN 06841071) as ‘Non-Executive Independent Director for a term of five years from 25 th July, 2024 to 24th July, 2029. c. Re-appointed Shri Nikunj Dhanuka (DIN 00193499) as ‘Managing Director for the period 27th April, 2025 to 30th September, 2027. d. Appointed Shri Mayank Dhanuka (DIN 00747034) as ‘Executive Director & Chief Executive Officer for the period 14th February, 2025 to 30th September, 2027. e. Appointed Shri Jyotin Mehta (DIN 00033518) as ‘Non-Executive Independent Director for a term of five years from 13th February, 2025 to 12th February, 2030.

Shri Sagar Jadhav (DIN 09547029) retires by rotation and being eligible offered himself for re-appointment.

All Independent Directors of the Company have furnished declarations under Section 149(7) confirming that they meet the criteria of independence laid down in Section 149(6) of the Act and SEBI Listing Regulations. In the opinion of the Board of Directors of the Company, all Independent Directors possess high integrity, expertise and experience including the proficiency to discharge their respective duties and responsibilities.

Shri Nikunj Dhanuka, Managing Director, Shri Mayank Dhanuka, Executive Director and CEO, Shri Sagar Jadhav, Executive Director, Shri Pramod Bhandari, Chief Financial Officer and Shri Sudhir R Singh, Company Secretary are the Key Managerial Personnel of the Company.

12.1 MEETINGS OF BOARD AND COMMITTEES

During the year, four meetings of the Board of Directors were held. The details with respect to the composition, terms of reference, attendance thereat, etc. of the Board and that of the Committees are disclosed in the attached Report on Corporate Governance, which forms part of the Annual Report.

12.2 BOARD EVALUATION

The annual evaluation of the performance of the Board of Directors, Committee and of the Directors individually was conducted in accordance with the provisions of the Act and the SEBI Listing Regulations. The evaluation form covered criteria such as transparency, flow of information, competency, diversity, experience, knowledge, adequacy of time, independence, decision making, deliberations at the meeting, etc. The evaluation guidelines were designed after taking into account the suggestions from the directors.

12.3 REMUNERATION POLICY

The details of the Remuneration Policy forms part of the Corporate Governance Report.

The information relating to remuneration as required pursuant to Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014("the Rules") are given below: a. Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the FY 2024-25 Shri Nikunj Dhanuka, Managing Director & CEO- 39:1

Shri Mayank Dhanuka, Executive Director & CEO - 4:1

(Appointed with effect from 14th February, 2025)

Shri Sagar Jadhav, Executive Director - 13:1 b. The percentage increase in the remuneration of Managing Director, Chief Financial Officer and Company Secretary for the financial year Shri Nikunj Dhanuka, Managing Director & CEO- 58.87%@

@includes commission

Shri Pramod Bhandari, Chief Financial Officer - 16.67% Shri Sudhir R Singh, Company Secretary - 13.44% c The percentage increase in the median remuneration . of employees in the financial year - 0.60% d. Number of permanent employees on the rolls of the Company - 500 e. Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year was 8.90%. The percentile increase in the managerial remuneration was 58.87%.

It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

13 P ARTICULARS OF EMPLOYEES

T he disclosures pertaining to remuneration and details under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given above.

In accordance with the provisions of Sections 197(12) of the Act, the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid Rules, is kept open for inspection during working hours at the corporate office of the Company upto the date of the ensuing annual general meeting and the report and accounts as set out therein are being sent to all the members of the Company excluding the aforesaid information. The said information will be provided to the members upon receipt of the request.

14 D IRECTORS RESPONSIBILITIES STATEMENT

T o the best of our knowledge and belief and according the information and explanation obtained by us, in terms of Section 134(3)(c) of the Act, we state: a. that in the preparation of the annual financial statements for the year ended 31st March 2025, all the applicable accounting standards have been followed and no material departures have been made from the same; b. that appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2025 and of the profit of theCompany for that year; c. that 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 theCompany and for preventing/ detecting fraud and other irregularities; d. that the annual financial statements have been prepared on a going concern basis; e t . hat proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

15 R ELATED PARTY TRANSACTIONS

I n compliance with the provisions of the SEBI Listing Regulations and the Act, all transactions with related parties were on arms length basis and in the ordinary course of business. Approval of the Audit Committee and the Board of Directors are obtained for all related party transactions, where applicable. There were no material related party transactions during the year. other The Policy on Related Party Transactions can be accessed at http://www.igpetro.com/corporate-governance

The necessary disclosures regarding the transactions are given in the notes to accounts.

None of the Directors and the KMP has any pecuniary relationships or transactions with the Company other than those disclosed in the financial statements. Form AOC-2 is not applicable during the financial year under review.

16 A UDITORS

1 STATUTORY AUDITORS 6.1

M/s. S M M P & Company, Chartered Accountants (Firms Registration No.: 120438W) and M/s. M S K A & Associates, Chartered Accountants (Firms Registration No. : 105047W) are the Statutory to Auditors of the Company.

The Members of the Company at the 31st Annual General Meeting (AGM) held on 26th August, 2020 had appointed M/s. S M M P & Company as Joint Statutory Auditors of the Company to hold office for a period of five years till the conclusion of the 36th AGM. Accordingly, M/s. S M M P & Company will hold office upto the conclusion of this AGM.

The Audit Committee and the Board of Directors have recommended to appoint M/s. S M M P & Company,Chartered Accountants (Firms Registration No.: 120438W) as the Joint Statutory Auditors of the Company to hold office from the conclusion of the 36th AGM till the conclusion of the 41st AGM to be held in the year 2030 subject to the approval of the shareholders. M/s. S M M P & Company have confirmed their independence and eligibility for the said re-appointment.

M/s. S M M P & Company and M/s. M S K A & Associates, Statutory Auditors have furnished a declaration confirming compliance with maintaining independence, ethical requirements and that they have not provided any prohibited services. TheAudit Committee reviews the independence of the Auditors and the effectiveness of the Audit process.

The Auditors attend the Annual General meeting of the Company.

The Statutory Auditors Report does not contain any qualification, reservation or adverse remark and are self-explanatory and therefore do not require any further explanation or comments from the Board under Section 134(3)(f) of the Act.

16.2 COST AUDITOR

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, and other applicable provisions of the Act, the Board of Directors of the Company has, on the recommendation of the Audit Committee, appointed M/s. Krishna S & Associates, Cost Accountants (Firms Registration No. : 100939) as the Cost Auditor to conduct an audit of the cost records of the Company for the year 2025-26 and has recommended their remuneration to the shareholders for their ratification at the ensuing Annual General Meeting.

M/s. Krishna S & Associates have given their consent to act as Cost Auditors and confirmed that their appointment is within the limits prescribed under section 141 of the Act. They have also certified about maintaining their independence and arms length relationship with the Company and that they are free from any disqualifications specified under Section 141 of the Act. Pursuant to Companies (Cost Records and Audit) Rules, 2014, the Cost Audit Report for the FY 2023-24 have been filed with the Ministry of Corporate Affairs.

As per the requirements of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts and records for the FY 2024-25. A resolution seeking Members ratification for the remuneration payable to M/s. Krishna S & Associates is included in the Notice convening the AGM.

16.3 SECRETARIAL AUDITOR

In accordance with Regulation 24A of the SEBI Listing Regulations, the Directors proposes to appoint M/s. Makarand M. Joshi & Co., Company Secretaries (Firms Registration No.: P2009MH007000 and Peer Review No. 6290/2024) as Secretarial Auditors of the Company for a period of five consecutive years commencing from the FY 2025-26 to FY 2029-30. M/s Makarand M. Joshi & Co. have given their consent for their appointment as Secretarial Auditors of the Company and issued certificate confirming that their appointment, if made, shall be within the limits prescribed by the Institute of Company Secretaries of India.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Makarand M Joshi & Co., Company Secretaries as Secretarial Auditor to conduct the Secretarial Audit for the FY 2024-25.

The report of the Secretarial Auditor is given in "Annexure-II". With regard to the observation of the Secretarial Auditor, no meeting of the RiskManagement Committee were held during the period when the constitution of the Risk ManagementCommittee was not in accordance with Regulation 21 of the SEBI Listing Regulations. The Company has made an application to BSE for waiver of fine and the same is pending.

17 R EPORTING OF FRAUD BY AUDITORS

D uring the financial year under review, the Auditors not reported any fraud as specified under the provisions of Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2015 of the Act to the Audit Committee

18 C ONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

T he information on conservation of energy, absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure-III".

19 B USINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT

P ursuant to the Regulation 34 of the SEBI Regulations, Business Responsibility and Sustainability Report describing the initiatives undertaken by the Company from an environment, social and governance perspective is provided separately and annexed to the Directors Report as "Annexure-IV".

20 S IGNIFICANT AND MATERIAL ORDERS

N o significant and material orders were the courts or regulators or tribunals impacting the ongoing concern status and the Companys operations. However, members attention is drawn to the statement on contingent liabilities and commitments in the notes forming part of the financial statements.

21 C ORPORATE GOVERNANCE

D uring the year under review, the Company has with all the requirements of Corporate Governance except as stated above and a report on the same along with the Statutory Auditors Certificate confirming compliance attached with and forms part of this report.

A r eport on Management Discussion and Analysis year under review is presented in a separate section and forms an integral part of this report.

22 O THER DISCLOSURES

a. There is no change in the share capital structure during the year under review.

b. During the year, the Company has not accepted or invited any deposits from the Public.

c. The Company do not propose to transfer any amount to the General Reserves.

d. The Company has complied with the SecretarialStandards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

e. There is no change in the nature of business during the year under review.

23 PR EVENTION OF SEXUAL HARASSMENT

T he Company is an equal opportunity provider and zero tolerance in any form or manner towards the sexual harassment of women at work place. In accordance with the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a policy on prevention, prohibition and redressal of sexual harassment of women at work place. All employees (permanent, contractual, temporary, trainees) are covered under the said Policy.

The Company has constituted Internal Complaints Committee to redress complaints received on sexual harassment.

No complaints pertaining to sexual harassment of women employees were received during the year.

24 I SO 9001:2015 AND ISO 14001:2015CERTIFICATION

Y our Company is certified under ISO 9001:2015 for quality management systems and ISO 14001:2015 for environment management systems by Bureau Veritas.

25 ACKNOWLEDGEMENT

Y our Directors convey their sincere appreciation to the business partners for their unstinted support and contribution and thank the customers, members, dealers, employees, bankers and all stakeholders for their cooperation and confidence reposed in the Company.

For and on behalf of the Board of directors

Nikunj Dhanuka

Chairman & Managing Director

DIN 00193499

Place: Mumbai

Date: 19th May, 2025