India Glycols Ltd Directors Report

Bio-Based Specialities and Performance Chemicals

IGL Finance Limited</b>

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, 2025, IGLFL has incurred a loss of 0.45 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, 2025, ICSPL has incurred a loss of 0.19 Lakh.

Ennature Bio Pharma Limited

(formerly Ennature Bio Pharma Private Limited)

Ennature Bio Pharma Limited ("EBPL") 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 period under review the EBPL has been converted from Private to Public Company w.e.f. 4^th December, 2024 pursuant to shareholders approval.

During the year ended 31^st March, 2025, EBPL has incurred a loss of 0.17 Lakh.

IGL Spirits Limited

During the year under review, your Company had incorporated a 100% subsidiary namely, IGL Spirits Limited ("IGLSL") vide certificate of incorporation dated 25^th November, 2024 issued by the Registrar of Companies with objectives, inter-alia, to carry on business of Spirits and related products.

During the year ended 31^st March, 2025, IGLSL has incurred a loss of Rs0.16 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, 2025, IGL Chem International Pte. Ltd. has incurred a loss of 18.85 Lakh.

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 Companys products and related activities in the American and Latin American regions.

During the year ended 31^st March, 2025, IGL Chem International USA LLC has earned a profit of 422.81 Lakh.

Clariant IGL Specialty 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, 2025, CISCPL has earned a profit of 9,421.57 Lakh.

The consolidated financial statements of the Company and its subsidiaries, joint venture for the FY 2024-25, 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 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.indiaglycols.com.

A separate statement containing salient features of the financial statements of subsidiaries and Joint venture 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 ("NRC") at its meeting held on 21^st September, 2024, appointed Shri Sushil Dutt Salwan (DIN: 10776621) and Shri Samrat Banerjee (DIN: 06706345) as Additional Directors in the category of Independent Directors, not liable to retire by rotation, for a term of consecutive five (5) years from 1^st October, 2024 to 30^th September, 2029 and also re-appointed Smt. Shukla Wassan

(DIN: 02770898) as an Independent Director for a second term of consecutive five (5) years, w.e.f. 1^st April, 2025 to 31^st March, 2030. The aforesaid appointments/re-appointment were also approved by the shareholders through special resolution by way of postal ballot on 26^th November, 2024.

Further, during the year under review, upon the completion of their second term, Shri Pradip Kumar Khaitan (DIN: 00004821), Shri Jagmohan N. Kejriwal (DIN: 00074012), Shri Ravi Jhunjhunwala (DIN: 00060972), and Shri Jitender Balakrishnan (DIN: 00028320) ceased to be the Independent Directors, with effective from the close of business hours on 30^th September, 2024. The Board of Directors expresses their deep appreciation for the extensive contribution made by these directors during their tenure as Independent Directors.

Further, Smt. Jayshree Bhartia (DIN: 00063018), Director of the Company is retiring by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. Your Directors recommend the re-appointment of Smt. Jayshree Bhartia, the retiring Director, for your approval.

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

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(1) (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 Companys management and meets the requirement of integrity, expertise and experience (including proficiency).

During the Financial Year 2024-25, 5 (Five) 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, 2025, 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 Stakeholders Relationship Committee.

The detailed note on the composition of the Board and its Committees is provided in the Corporate Governance report. During the year, all the recommendations made by the Committee(s) 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 was amended during the year pursuant to amendments in the provisions of SEBI Regulations and is available on the website of the Company i.e. https://www.indiaglycols.com/wp-content/ uploads/NRE-Policy-Feb2025-effective-Dec2024-1.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, 2025.

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//wp-content/uploads/2023/07/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. https://www.indiaglycols. com/ under link https://www.indiaglycols.com/wp-content/ uploads/2023/07/vigil-mechanism-policy.pdf.

During the year under review, upon the completion of their second term as Independent Directors, Shri Pradip Kumar Khaitan, Shri Jagmohan Nandlal Kejriwal and Shri Ravi Jhunjhunwala also ceased as a member of the Audit Committee from the close of the business hours on 30^th September, 2024, accordingly, the Board in its meeting held on 21^st September, 2024 re-constituted the Committee w.e.f. 1^st October, 2024 and on 31^st March, 2025, the Committee comprises two NonExecutive Independent Directors, namely, Shri Ravi Kumar (Chairman) and Shri Samrat Banerjee (both w.e.f. 1^st October, 2024) and one Executive Director, Shri Alok Singhal.

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 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, 2025, 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, 2025 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 and 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 Companys performance on ESG (Environment, Social and Governance) parameters for FY 2024-25 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 ("AGM") 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 KNG, the Statutory Auditors on the financial statements of the Company for the financial year 2024-25 is part of the Annual Report.

The notes on financial statements referred to in the Auditors 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 2024-25.

During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act.

Secretarial Auditor & Secretarial Audit Report

In pursuance to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and based on the recommendation of the Audit Committee, the Board of the Company had appointed M/s Mukesh Agarwal & Co., Company Secretaries (Certificate of Practice No. 3851 and Peer Review Number 1875/2022) ("MA & Co.") as Secretarial Auditor for the Financial Year 2024-25. The Secretarial Audit Report for the financial year ended 31 ^st March, 2025 was considered by the Board in its meeting held on 16^th May, 2025 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.

Further, pursuant to provisions of Regulation 24A of SEBI Listing Regulations, a listed entity shall appoint a Practicing Company Secretary for not more than one term of 5 (five) consecutive years or a firm of Practicing Company Secretaries for not more than two terms of 5 (five) consecutive years, as a Secretarial Auditor, with the approval of the members at its AGM and such Secretarial Auditor must be a peer reviewed company secretary and should not have incurred any of the disqualifications as specified under SEBI Listing Regulations. Further, as per the said Regulation, any association of the individual or the firm as the Secretarial Auditors of the Company before 31^st March 2025 shall not be considered for the purpose of calculating the tenure of the Secretarial Auditors.

Accordingly, upon recommendation of the Audit Committee, the Board of Directors in their meeting held on 16^th May, 2025 have recommended the appointment of MA & Co., as the Secretarial Auditor of the Company for a period of 5 (five) consecutive years, commencing from Financial Year 202526 till 2029-30,subject to the approval of the Members at the ensuing AGM.

Your Company has received a written consent from MA & Co. that the appointment, if approved, will be in accordance with the applicable provisions of the SEBI Listing Regulations, Act and rules framed thereunder along with a confirmation that they are not disqualified to be appointed as the Secretarial Auditors of your Company.

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 2025-26 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 Auditors Report for the year 2023-24 was filed with Central Government within the prescribed time.

Related Party Transactions

During the FY 2024-25, Related Party Transactions (RPTs) as defined under Section 188 of the Act read with rules made thereunder and the SEBI Listing Regulations, were at arms 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 reviewed and modified by the Board on the recommendation of Audit Committee pursuant to the provisions of SEBI Listing Regulations and the same has been uploaded on the Companys website at https://www.indiaglvcols.com/wp- content/uploads/01IGL-RPT-Policy-2025-02-04-1.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, 2024 and 30^th September, 2024 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. 55 of the Standalone financial statements forming part of the Annual Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

Your Company continuously pursues initiatives to improve energy efficiency and lower greenhouse gas (GHG) emissions. The Company has implemented a cutting-edge technology to turn distillery spent wash into fuel at the Kashipur and Gorakhpur plants. Multiple effect evaporators are used to concentrate the spent wash, which is then used in boilers as renewable fuel, partially replacing the coal. The high-pressure steam that is produced is used to generate power through turbines, while the low-pressure steam that is extracted following turbine operations is efficiently used in the plant processes. The renewable power generated through turbines also substitutes fossil fuel-based grid power, thereby further reducing the carbon footprint.

Further, reinforcing commitment to sustainable development, the Company has been maintaining certification for Energy Management System (ISO 50001:2018) under the Integrated Management System since 2013.

The details on Energy, Technology Absorption, Foreign Exchange Earnings & Outgo in accordance with the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are 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 Companys 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/wp-content/ uploads/2023/08/csr-policy.pdf

The Companys CSR policy statement and the annual report on CSR activities undertaken during the financial year ended 31^st March, 2025, 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.

During the year under review, upon the completion of their second term as Independent Directors, Shri Pradip Kumar Khaitan and Shri Jitender Balakrishnan also ceased as a member of the CSR Committee from the close of the business hours on 30^th September, 2024. Accordingly, the Board in its meeting held on 21 ^st September, 2024 re-constituted the Committee w.e.f. 1^st October, 2024 and as on 31^st March, 2025, the Committee comprises three Executive Directors namely Shri U.S. Bhartia (Chairman)and Smt. Pragya Bhartia Barwale (w.e.f. 1^st October, 2024), Shri Alok Singhal and one NonExecutive Independent Director namely, Shri Samrat Banerjee (w.e.f. 1^st October, 2024).

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, deatils thereof 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. The Company keeps its policy updated.

Your Companys 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 RMC meetings 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/wp-content/ uploads/form-mgt-7-2024-25.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

The Board wishes to place on record its sincere appreciation for the invaluable support and cooperation extended by the Central Government, the State Governments of Uttarakhand and Uttar Pradesh, various governmental and regulatory authorities, bankers, customers, lenders, suppliers, vendors, dealers, members, stakeholders, and business associates during the year under review.

The Directors also express their heartfelt gratitude to all employees for their unwavering dedication, hard work, and commitment. Their enthusiasm and tireless efforts have played a pivotal role in driving the Companys growth. The Company looks forward to their continued support in the years to come.