Indag Rubber Ltd Directors Report

BOARDS REPORT

To

The Members,

The Board of Directors are pleased to present the Annual Report of the Company together with the audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL RESULTS AND STATE OF THE COMPANYS AFFAIRS

	STANDALONE		CONSOLIDATED
PARTICULARS	2024-25	2023-24	2024-25	2023-24
	(Rs. in Lakh)	(Rs. in Lakh)	(Rs. in Lakh)	(Rs. in Lakh)
Sales and Other Income	23,689.70	26,122.80	24,023.38	26,106.66
Profit before Finance Cost & Depreciation	1,648.43	2,773.15	1,356.20	2,645.37
Finance Cost	54.64	62.73	98.72	70.65
Profit before Depreciation	1,593.79	2,710.42	1,257.48	2,574.72
Depreciation	552.31	526.96	661.82	529.98
Profit after exceptional items and before tax (including discontinued operations)	1,041.48	2,183.46	595.66	2,044.74
Profit after Tax (before minority interest)	841.93	1,674.90	471.87	1,558.32
Profit after Tax (after minority interest)	841.93	1,674.90	471.87	1,558.32
Interim Dividend	236.25	236.25	236.25	236.25
Final Dividend	551.25	393.75	551.25	393.75
(for FY 2023-24 paid in FY 2024-25 and for FY 2022-23 paid in FY 2023-24)

PERFORMANCE REVIEW

During the year under review, your Company had net revenue of Rs. 236.90 Crores as against Rs. 261.23 Crores in the previous year. The Profit before finance cost and depreciation amounted to Rs. 16.48 Crores as against Rs. 2773 crores in the previous year. FY 2024-25 was a challenging fiscal for the Company reflecting a 9.3% decrease in revenue as compared to FY 2023-24 levels. This is mainly due to reduced volumes from the STU business which is a tender based public sector business and is dependent on the quantity of orders/tenders placed by state transport undertakings. During FY 2024-25, the industry faced headwinds from abnormal increases in rubber prices and subdued Government and private capex, impacting logistics movement, which has led to softer EBITDA margins at 70% for FY25.

The financial results and the results of operations, including major developments have been further discussed in various sections of this report.

INTERNAL FINANCIAL CONTROLS

The Company has policies and procedures in place for ensuring orderly and efficient conduct of its business including adherence to the Companys 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. The details of internal control system are given in the Management Discussion and Analysis Report (MDAR).

DIVIDEND

During the year, the Board of Directors had declared Interim Dividend of Rs. 0.90 per equity share of face value of Rs. 2/- each (45%) on November 14, 2024 which has been paid on December 11, 2024.

The Board of Directors are pleased to recommend a Final Dividend of Rs. 1.50 per Equity Share of face value of Rs. 2/- each (75%) for the Financial Year 2024-2025, thus making a total Dividend of Rs. 2.40 per Equity Share of Rs. 2/- each (120%).

TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserves for the financial year ended March 31, 2025.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY

During the year, no material changes have occurred and commitments made, affecting the financial position of the Company, between the end of the financial year of the Company and the date of this report.

There is no order passed by any regulator or court or tribunal against the Company, impacting the going concern concept or future operations of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Vijay Shrinivas (DIN: 08337007), liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends the re-appointment of Mr. Vijay Shrinivas as Director liable to retire by rotation. The information in terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been provided in the notice convening the 46^th Annual General Meeting.

During the period, Mr. Nikhil Khanna (DIN: 01029665) and Ms. Ranjana Agarwal (DIN: 03340032) were appointed as Independent Directors of the Company w.e.f. April 01, 2024. Appointment of Independent Directors was approved by the Shareholders of the Company through postal ballot.

During the period, Mr. Vijay Shrinivas (DIN: 08337007) was re-appointed as the CEO & Whole Time Director of the Company w.e.f. June 1, 2024 for a period of three years and Mr. Nand Lal Khemka (DIN: 00211084) was reappointed as the Chairman cum Managing Director of the Company w.e.f. April 1, 2025 for a period of five years.

INDEPENDENT DIRECTORS DECLARATION

During the period under review, all Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board confirms that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 making them eligible to act as Independent Directors.

BOARD MEETINGS

The details of number and dates of meetings held by the Board and its Committees, attendance of Directors and sitting fee/ commission/ remuneration paid to them is given separately in the Corporate Governance Report.

EVALUATION OF THE BOARDS PERFORMANCE

In compliance with section 178 of Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board, its Committees and of individual Directors was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

The performance evaluation of Independent Directors was done by the entire Board of Directors in its meeting held on February 11, 2025 and during the evaluation, the directors who were subject to evaluation, did not participate.

In the opinion of the Board, the Independent Directors possess relevant integrity, expertise and experience required to perform their duties and are independent of the Management. Some of the Independent Directors are exempted from clearing the on-line proficiency test being conducted by Indian Institute of Corporate Affairs and remaining Independent Director(s) are in the process of appearing for the same.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy applies to Directors, Key Managerial Personnel and Senior Management Personnel. The policy was recommended by the Nomination and Remuneration Committee and approved by the Board.

The policy is available on the Companys website under the web link https://indagrubber.com/uploads/document/NRC Policv1.pdf. The policy is designed to attract, motivate and retain manpower by creating congenial work environment and inculcating a sense of belonging, besides offering appropriate remuneration package and superannuation benefits. The appointment and remuneration of Executive Directors is based on merit and seniority of person. Non-Executive Directors are paid sitting fee and commission in accordance with the Companies Act, 2013.

During the period under review, there has been no change in the policy.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Stakeholders Relationship Committee comprised of Mr. Raj Kumar Agrawal as Chairman and Mr. Nand Khemka and Mr. Vijay Shrinivas as members.

The details of terms of reference of the Committee, Members and date of meetings held and attendance of the Members are given separately in the Corporate Governance Report.

AUDIT COMMITTEE

Audit Committee comprised of Mr. Raj Kumar Agrawal as Chairman and Mr. Nand Khemka, Ms. Ranjana Agarwal and Mr. Sushil Kumar Dalmia as members.

The details of terms of reference of the Committee, Members and date of meetings held and attendance of the Members are given separately in the Corporate Governance Report.

VIGIL MECHANISM

Company has a vigil mechanism for Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors and employees who avail the mechanism. In exceptional cases, Directors and employees are provided direct access to the Chairman of the Audit Committee. Vigil Mechanism (Whistle Blower Policy) is available on the Companys website under the weblink https://indagrubber.com/uploads/document/Whistle-Blower-Policy.pdf.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a policy on prohibition, prevention and redressal of sexual harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as contained under "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013".

The Company has complied with the provisions relating to constitution of Internal Committee under the Act. The Internal Committee comprised of internal members and an external member who has extensive experience in the field.

During the financial year 2024-2025, the details of the complaints were as under:

1. Number of complaints filed during the financial year	Nil
2. Number of complaints disposed off during the financial year	NA
3. Number of complaints pending as on end of the financial year	Nil

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

The particulars required to be furnished under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in Annexure -‘I, which forms part of this report.

COMMITMENT TO QUALITY AND ENVIRONMENT

Indag recognizes quality and productivity as a pre-requisite for its operations and has implemented the following standards:

• ISO 9001:2015

• ISO 14001:2015

Anti-pollution systems are fully installed and operational. Continuous efforts to preserve the environment are pursued and are more particularly provided in Annexure-‘I of this report.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility Committee comprised of Mr. Uday Khemka as the Chairman and Mr. Nand Khemka, Mr. Nikhil Khanna, Mr. Shiv Khemka and Mr. Vijay Shrinivas as the members.

During the year, we continued CSR activities towards improving the quality of life of inter alia, the community in and around Nalagarh through education, sports, environment and social infrastructure. We also continued our support to five (5) Navi Disha Schools and Maharani Gurcharan School at Nabha, Punjab engaged in imparting education to under privileged students. CSR policy is available on Companys website under the web-link https://indagrubber.com/uploads/document/CSR Policy1.pdf.

Report on CSR activities is given in Annexure-‘II forming part of this report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 134(3)(q) and Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in Annexure-‘III of this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

A. SUBSIDIARIES:

Millenium Manufacturing Systems Private Limited (Formerly known as Indergy Power Systems Private Limited), Subsidiary of the Company is engaged in the business of manufacturing of Power Conversion System (PCS) for Battery Energy Storage Solutions (BESS) and power electronics in the green energy sector.

The Company has framed a Policy for determining Material Subsidiaries.

B. JOINT VENTURE COMPANIES:

The Company does not have any Joint Venture Company during the year under review.

C. ASSOCIATE COMPANIES:

The Company does not have any Associate Company during the year under review.

RELATED PARTY TRANSACTIONS

All related party transactions entered into by the Company during the financial year were at arms length basis and were entered after seeking omnibus/prior approval of the Audit Committee, which were periodically placed before the Board for review. The details of the transactions with related parties are provided in the Companys financial statements in accordance with the applicable provisions/ Accounting Standards.

Disclosure required under Schedule V of SEBI (LODR) Regulations, 2015 read with Regulation 34(3) is given as under:

Sr. no. Disclosures of amount at the year end and the maximum amount of loans/ advances/ investments outstanding during the year	Details
1. • Loans and advances in the nature of loans to subsidiaries by name and amount.	NIL
• Loans and advances in the nature of loans to associates by name and amount.	NA
• Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount.	NIL
2 Investments by the loanee in the shares of Parent Company and Subsidiary Company, when the Company has made a loan or advance in the nature of loan.	NIL

Company has provided a Corporate Guarantee for an amount of Rs. 20 Crores in favour of Kotak Mahindra Bank Limited (the "Bank") in respect of Working Capital loan granted by the Bank to Millenium Manufacturing Systems Private Limited (formerly known as Indergy Power Systems Private Limited), Subsidiary of the Company.

The details of transactions not in the ordinary course of business are provided in Annexure-‘VII of this report.

The Company has a policy on materiality of and dealing with Related Party Transactions, as approved by the Board, which is available at its website under the web link https://indagrubber.com/uploads/document/Materaility RPT Policy revised.pdf.

AUDITORS

Khanna & Annadhanam, Chartered Accountants, the Statutory Auditors of the Company were re-appointed in the 43^rd Annual General Meeting held on July 28, 2022 for a period of 5 (five) consecutive years to hold the office until the conclusion of 48^th Annual General Meeting of the Company.

There are no qualifications, reservations or remarks made by the Auditors in their Report.

SECRETARIAL AUDITOR

Secretarial Audit was conducted during the year by the Secretarial Auditor RMG & Associates, Company Secretaries (Peer reviewed). The Secretarial Audit Report is attached as Annexure-‘IV There are no qualifications, observations or remarks made by the Secretarial Auditor in their report.

COST AUDITORS

In terms of Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the cost accounts and records are being made and maintained by the Company. Cost Audit Report for the financial year ended on March 31, 2024 was filed on August 23, 2024.

Based on the recommendation of the Audit Committee, the Board approved the appointment of Shome & Banerjee, Cost Accountants, as the Cost Auditors of the Company for the financial year 2025-2026 at a remuneration of Rs. 1,50,000/- plus out of pocket expenses and taxes. The proposed remuneration of the Cost Auditors is subject to ratification by the members in the ensuing Annual General Meeting.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the Auditors have reported to the Audit Committee, or to the Board, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

LOANS, GUARANTEES OR INVESTMENTS

The Company has made investments in securities of other body corporate(s) and given guarantees, the details of which are given in Note 7 13 and 39 to Financial Statements, which are within the limits prescribed under Section 186 of the Companies Act, 2013. The Company has provided guarantee to its Subsidiary Company which is within the prescribed limits. During the year under review, no Loan has been given/taken by the Company.

DEPOSITS

Your Company has not accepted any deposit and, accordingly, no amount was outstanding as at the Balance Sheet date. The provisions of Section 73 of the Companies Act, 2013 and Rules made thereunder with reference to acceptance of deposits are not applicable on the Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as Annexure-‘V to this Report.

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis Report.

ANNUAL RETURN

The particulars required to be furnished under Section 92(3) read with Section 134(3) of the Companies Act, 2013 and with Companies (Management and Administration) Rules, 2014 as prescribed are available at Companys website at https:// indagrubber.eom /investorrelation/detail/1/1.

LISTING

The equity shares of your Company are listed on the BSE Limited.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, members are requested to avail the facility of dematerialisation of shares with either of the depositories as aforesaid. As on March 31, 2025, 99.5% of the share capital stands dematerialised.

CORPORATE GOVERNANCE

A separate report of the Board of Directors of the Company on Corporate Governance is included in the Annual Report.

CODE OFCONDUCT

Directors, Key Managerial Personnel and Senior Management Personnel of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and Employees of the Company and the declaration in this regard made by the CEO & Whole Time Director forms a part of this report. Code of Conduct is available on the Companys website www.indagrubber.com.

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

The certificate from RMG & Associates, Practicing Company Secretaries, confirming compliance with the requirements of Corporate Governance as stipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual report.

COMPLIANCE WITH SECRETARIAL STANDARDS

Secretarial Standard 1-Meetings of the Board of Directors and Secretarial Standard 2-General Meetings, as applicable, have been complied with by the Company.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Sr. No. Particulars	Number of Shareholders	Number of Shares
A. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	23	7000
B. Number of shareholders who approached listed entity for transfer of shares from suspense account during the year	1	250
C. Number of shareholders to whom shares were transferred from suspense account during the year	1	250
D. Number of shareholders whose shares were transferred to suspense account during the year	1	500
E. Number of shareholders who have not claimed dividend for last 7 years, and whose shares have been transferred to IEPF authority of MCA from Demat Suspense Account	22	6,750
F. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year The voting rights on these shares shall remain frozen till the rightful owner of such shares claim the shares	1	500

ANNEXURES FORMING PART OF BOARDS REPORT

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form part of this Report:

Annexure	Particulars
I	Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
II	Report on Corporate Social Responsibility
III	Particulars of Employees under Section 134(3)(q) and Section 197(12) of the Companies Act, 2013
IV	Secretarial Audit Report
V	Management Discussion and Analysis Report
VI	Details of Subsidiary Company(ies) in Form AOC-1
VII	Details of Related Party Transactions in Form AOC-2

DETAILS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application has been made nor any proceeding is pending under the Insolvency & Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE IN VALUATION AMOUNT

Disclosure with respect to difference between the amounts of the valuation executed at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable on the Company.

CAUTIONARY STATEMENT

Statements in this report, describing the Companys objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Laws and Regulations.

Actual results may differ materially from those stated in the statements. Important factors that could influence the Companys operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the Country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors wish to inform you that the Audited Accounts containing Financial Statements for the Financial Year 2024-25 are in conformity with the requirements of the Companies Act, 2013. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Companys financial condition and results of operation.

In terms of provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors further confirm as under:

i) That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and 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 financial period and of profit or loss of the Company for that period;

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the applicable provisions for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors had prepared the annual accounts on a "going concern basis";

v) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) That the Directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

The Companys Internal Auditors have conducted periodic audits to provide reasonable assurance that the Companys approved policies and procedures have been followed.

APPRECIATION

Your Directors wish to place on record their appreciation for the continuous support received from the members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Companys employees at all levels.

	For and on behalf of the Board of Directors
	Nand Lal Khemka
Place : London	Chairman & Managing Director
Date : April 21, 2025	DIN: 00211084