Indo Rama Synthetics India Ltd Directors Report

4. Transfer to General Reserve

There is no amount proposed to be transferred to General Reserve.

5. Change in the Nature of Business

There was no change in the nature of the business of the Company, during the year.

6. Future Growth Plans of the Company

The Company is focusing on improved capacity utilization year on year with cost optimization gaining economies of scale. The capacity utilization on standalone basis for current Financial Year 2025-26 improved to 67.50% from 58.10% in Financial Year 2024-25.

7. Changes in Share Capital

During the year under review, there was no change in the Paid-up Share Capital of the Company. As on 31^st March 2026, none of the directors of the Company hold shares, except Mr. Om Prakash Lohia and Mr. Vishal Lohia.

8. Committees of the Board

The Board has the following Committees:

i) Audit Committee;

ii) Nomination and Remuneration Committee;

iii) Stakeholders Relationship Committee;

iv) Risk Management Committee;

v) Corporate Social Responsibility Committee;

vi) Share Allotment and Transfer Committee;

vii) Banking and Finance Committee;

viii) Business Responsibility and Sustainability Reporting Committee; and

ix) Those Charged with Governance Committee (TCWG).

The details of the Committees along with their composition, number of meetings, and attendance at the meetings are provided in the Corporate Governance Report.

9. Meeting of the Board of Directors

During the financial year 2025-26, your Company convened and held four Board Meetings. The details of the Board Meeting with respect to the dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

10. Directors and Key Managerial Personnel

Your Board of Directors comprises of Executive and NonExecutive Directors with rich experience and expertise

across a range of fields such as corporate finance, strategic management, accounts, legal, marketing, technical, brand building, social initiative, general management and strategy. All Directors except, Chairman & Managing Director and Independent Directors, are liable to retire by rotation as per the provisions of the Companies Act, 2013.

In accordance with the Companies Act, 2013 and Articles of Association of the Company, Mr. Vishal Lohia, (DIN 00206458), Whole Time Director of the Company, is retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

During the period under review, changes in composition of Board of Directors were as under:

• Mr. Sanjay Thapliyal, (DIN 08294006), has resigned from the office of Whole-time Director, with effect from the closing of business hours of 31^st January 2026, due to personal reasons and accordingly, ceased to be Director of the Company from the said date.

• Mr. Dilip Kumar Agarwal, (DIN 03487162), has resigned from the office of Non-Executive NonIndependent Director, with effect from the closing of business hours of 31^st January 2026, due to personal reasons and accordingly, ceased to be Director of the Company from the said date.

• The Board of Directors in their meeting held on 31^st January 2026 based on the recommendation of Nomination and Remuneration Committee of the Company and subject to the approval of the shareholders, had appointed Mr. Sanjay Gupta, (DIN 11471106), as Additional Director and also designated him as Whole-time Director of the Company, for a period of three years, with effect from 31^st January 2026 to 30^th January 2029. The appointment of Mr. Sanjay Gupta as Whole-time Director had also been approved by the Shareholders on 22^nd April 2026 vide Postal Ballot.

• The Board of Directors in their meeting held on 31^st January 2026 based on the recommendation of the Nomination and Remuneration Committee of the Company and subject to the approval of the shareholders, had appointed Mr. Vipin Kumar, (DIN 07355025), as Additional Director in the category of Non-Executive Non-Independent Director of the Company, with effect from 31^st January 2026. The appointment of Mr. Vipin Kumar had also been approved by the Shareholders on 22^nd April 2026 vide Postal Ballot.

• Mrs. Ranjana Agarwal, (DIN 03340032), completed her second term of 5 (five) years as Non-Executive Independent Director on 17^th May 2025 and ceased to be Director of the Company from the said date.

• On the recommendation of the Nomination and Remuneration Committee of the Company and subject to the approval of the shareholders, the

Board of Directors by way of Resolution passed by Circulation on 24^th June 2025, had appointed Ms. Neeru Abrol, (DIN 01279485), as Additional Director in the category of Independent Director of the Company for a period of three years in her first term from 24^th June 2025 to 23^rd June 2028 and later on her appointment as Independent Director had also been confirmed by the Shareholders of the Company on 20^th August 2025 vide Postal Ballot.

• Mr. Dhanendra Kumar, (DIN: 05019411) ceased to be Independent Director of the Company due to his untimely sad demise on 28^th May 2026.

• On the recommendation of the Nomination and Remuneration Committee of the Company and subject to the approval of the shareholders, the Board of Directors by way of Resolutions passed by Circulation on 27^th July 2026, had appointed Mrs. Ambika Sharma, (DIN 08201798) and Mr. Atim Kabra, (DIN 00003366), as Independent Directors of the Company, for a period of first term of 5 (five) consecutive years, from 27^th July 2026 to 26^th July 2031. The Board of Directors recommends their appointment as Independent Director of the Company at the ensuing Annual General Meeting as per terms of resolutions stated in the Notice.

The details of the Directors proposed to be appointed/ re-appointed at the ensuing Annual General Meeting, as required by Regulation 36(3) of the SEBI Listing Regulations and SS-2 (Secretarial Standards on General Meetings) are provided at the end of the Notice convening the Annual General Meeting.

Resolutions seeking shareholders approval for their appointment/re-appointment along with other required details forms an integral part of the Notice. The Board recommends their appointment/re-appointment.

Mr. Ashok Yadav was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 10^th November, 2025 in place of Mr. Manish Rai due to his resignation from the position of Company Secretary and Compliance Officer of the Company w.e.f. 1^st October 2025, after closing of business hours.

As on the date of the report, pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnels of the Company ("KMP") are Mr. Sanjay Gupta (Whole-time Director), Mr. Umesh Kumar Agrawal (Chief Commercial and Financial Officer) and Mr. Ashok Yadav (Company Secretary).

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fee to attend the meetings of the Board and its Committees.

11. Declaration by Independent Directors of the Company

Your Company has received declarations from all the Independent Directors, confirming that they meet with

the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Independent Directors have also affirmed compliance with Code of Ethics and Business Principles as required under Regulation 26(3) of SEBI Listing Regulations. They have their names registered in the Independent Directors Databank. Further, pursuant to Section 164(2) of the Companies Act, 2013, all the Independent Directors have submitted declarations that they have not been disqualified to act as a Director.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Listing Regulations and are independent from the Management.

12. Nomination and Remuneration Policy

13. Board Evaluation

Your Company has devised a formal process for annual evaluation of the performance of the Board, its committees, and Individual Directors ("Performance Evaluation") which includes criteria for performance evaluation of NonExecutive Directors and Executive Directors as laid down by the Nomination and Remuneration Committee and the Board. It covers the areas relevant to the functioning of Independent Directors or other Board Members and Committees of the Board. The Independent Directors and other Non-Independent Directors carried out annual performance evaluation of the Chairman and Managing Director and Whole-time Directors. Annual Performance of Independent Directors were done by other Independent Directors and also by Chairman and Managing Director & Whole Time Directors/Executive Director. The Board carried out an annual performance evaluation of its own performance. The performance of each Committee was evaluated by the Board, based on the report on evaluation received from respective Committees. The Board of Independent Directors expressed their satisfaction.

14. Separate Meeting of Independent Directors

In terms of the requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the Independent Directors was held on 26^th March 2026. The Independent Directors at the meeting, inter-alia, reviewed the following:

• Performance of all the Directors and the Board as a whole;

• Performance of the Chairperson of the Company, taking into account the views of Whole-time Directors/Executive Director and Non-Executive Directors; and

• Quality, quantity, and timeliness of the flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

15. Familiarization Program for Independent Directors

The details of the familiarization programme undertaken during the year have been provided in the Corporate Governance Report along with a weblink thereof.

16. Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2 relating to Meeting of the Board of Directors and General Meeting, respectively, have been duly followed by the Company.

17. Directors Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31^st March 2026, the applicable accounting standards have been followed and there are no material departures;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 and of the profit of the Company for that period;

(iii) 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 the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Annual Accounts for the year ended 31^st March 2026, have been prepared on a going concern basis.

(v) that the internal financial controls laid down by the Board and being followed by the Company are adequate and operated effectively.

(vi) that the proper systems, devised by Directors

to ensure compliance with the provisions of all applicable laws, were adequate and operating effectively.

Based on the framework of Internal Financial Controls and compliance system established and maintained by the Company, work performed by the Internal, Statutory, and Secretarial Auditors and external consultants, including audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys Internal Financial Controls are adequate and effective during the financial year 2025-26.

18. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information required pursuant to Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo has been annexed and forms an integral part of this Report.

19. Related Party Transactions

The Audit Committee approves related party transactions and wherever it is not possible to estimate the value, approves limit for the financial year, based on best estimates. All related party transactions entered into during the year were in the ordinary course of the business and on arms length basis. All Related Party Transactions were placed before the Audit Committee for omnibus approval basis the best estimates and were also placed every quarter on actual basis for noting of Audit Committee, transaction to be within the omnibus approval. The particulars of material-related party transactions are provided in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Same has been annexed and forms an integral part of this Report.

There are no material significant related party transactions made by the Company except as disclosed in the Annual Report which may have potential conflict with the interest of the Company during the year by your Company.

Further, suitable disclosures as required under the Accounting Standards have been made to the notes of the Financial Statements.

20. Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules, forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and has been annexed. Having regard to the provisions of the second provison to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The above-mentioned disclosures are available for inspection by the Members at the Registered Office of your Company during business hours on all working days of the Company up to the date of the ensuing AGM. Any Member interested in obtaining a copy thereof, may write an email to the Company Secretary and the same will be furnished on request.

21. Corporate Social Responsibility (CSR) Committee

Your Company aims to remain committed to society through its social responsibility, strongly connected with the principle of sustainability, an organization based not only on financial factors, but also on social and environmental consequences.

As required under Section 135 of the Companies Act, 2013, at present, CSR Committee is comprising of Directors, viz; Mr. Om Prakash Lohia as the Chairman, Mr. Vishal Lohia, Mr. Sanjay Gupta, Mr. Vipin Kumar and Mr. Ravi Capoor as Members. The CSR Committee of the Company has laid down the policy to meet Corporate Social Responsibility. The CSR Policy includes any activity that may be prescribed as CSR activity as per the Rules of the Companies Act, 2013.

At Indo Rama Synthetics (India) Limited, we believe that we have a responsibility to bring enduring positive value to communities we work with. In line with vision, Indo Rama Synthetics (India) Limited now focusses on key flagship CSR Program, i.e., promoting education around areas of operations and presence.

The CSR Committee met once the year to review the Corporate Social Responsibility functions. Further, a detailed report as required has been annexed and forms an integral part of this Report.

22. Business Responsibility and Sustainability Report

In compliance with Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report, detailing various initiatives taken by the Company on Environmental, Social, and Governance fronts has been annexed and forms an integral part of this Report.

23. Information under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and The Code on Social Security, 2020 - Maternity benefit.

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security, 2020.

24. Audit Committee

The Audit Committee of the Board consists of Mr. Ravi Capoor as Chairman, Mrs. Ambika Sharma, Mr. Vishal Lohia, Mr. Sanjay Gupta, Mr. Dharmpal Agarwal, and Ms. Neeru Abrol as its other Members. The Company Secretary is the Secretary of the Committee. The details of terms

of reference of the Audit Committee, number and dates of meetings held in attendance of the Directors, and remunerations paid to them are given separately in the attached Corporate Governance Report.

During the year, there were no instances where the Board had not accepted the recommendations of the Audit Committee.

25. Vigil Mechanism / Whistle Blower Policy

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 and SEBI Listing Regulations, the Company has framed a Whistle Blower Policy/ Vigil Mechanism for Directors, Employees, and Stakeholders for reporting genuine concerns about any instance of any irregularity, unethical practice and/or misconduct. Besides, as per the requirement of Clause 6 of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, as amended from time to time, the Company ensures to make employees aware of such Whistle Blower Policy to report instances of leak of unpublished price sensitive information.

26. Credit Rating

During the year under review, India Rating & Research (Ind-Ra) has assigned your Company the following ratings with stable outlook:

27. Subsidiaries/Joint Ventures/Associates Companies

The Companies stated herein below continues to be Wholly Owned Subsidiaries (WOS), viz;

(i) Indorama Yarns Private Limited, incorporated on 16^th August 2019;

(ii) Indorama Ventures Yarns Private Limited, incorporated on 5^th July 2021;

(iii) Indorama Sustainable Polyester Yarns Private Limited, incorporated on 17^th December 2022; and

(iv) Indorama Sustainable Polymers (India) Private Limited, incorporated on 17^th December 2022.

Your Company has adopted the Policy for determining a "material subsidiary", which states that a material subsidiary means a subsidiary, whose Turnover or Net Worth exceeds 10% of the Consolidated Turnover or Net Worth of the Company and its subsidiaries in the immediately preceding accounting year.

Basis the audited Consolidated Financial Statements ended March 31, 2026, Indorama Yarns Private Limited under Regulation 16(1)(c) & Regulation 24(1) of SEBI (LODR) Regulations, 2015 and Indorama Ventures Yarns Private Limited under Regulation 16(1)(c) of SEBI (LODR) Regulations, 2015, continues to be material subsidiaries of the Company during the current financial year 2025-26.

There is no Associate Company or Joint Venture Company within the meaning of Section 2(6) of the Companies Act, 2013.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of the Companys Subsidiaries, in Form AOC-1 has been annexed to the Financial Statements of the Company.

28. Consolidated Financial Statements

Your Company has prepared a Consolidated Financial Statement of the Company and its Subsidiaries, viz; Indorama Yarns Private Limited, Indorama Ventures Yarns Private Limited, Indorama Sustainable Polymers (India) Private Limited and Indorama Sustainable Polyester Yarns Private Limited, duly audited by M/s S S Kothari Mehta & Co. LLP, Chartered Accountants, (Firm Registration No. 000756N/N500441), the Statutory Auditors, in the form and manner, in compliance with applicable Accounting Standards and the SEBI Listing Regulations, as amended.

The annual audited Consolidated Financial Statements for the year ended 31^st March 2026, forms an integral part of this Report. The same shall be laid before the Members of the Company at the ensuing Annual General Meeting while laying its annual audited Financial Statements under subsection (2) of the said section.

29. Statutory Auditor and Auditors Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, M/s Walker Chandiok & Co LLP, Statutory Auditors have resigned from the post of Statutory Auditors on 13^th May 2025, on commercial feasibility ground required for rendering Statutory Audit. The Board of Directors, on 13^th May 2025, on the recommendation of Audit Committee and approval of the Shareholders of the Company, at its 39^th Annual General Meeting of the Company had appointed M/s S S Kothari Mehta & Co. LLP, Chartered Accountants, (FRN 000756N/ N500441), as Statutory Auditors of the Company, to fill up the casual vacancy and also to appoint them for a term of 5 (five) years from the conclusion of the 39^th Annual General Meeting until the conclusion of the 44^th Annual General Meeting of the Company, to be held in the year 2030.

The report given by M/s S S Kothari Mehta & Co. LLP, on the financial statements of the Company, for the financial year 2025-26, forms an integral part of the Annual Report. The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for further comments. The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts. The Auditors Report does not contain any qualifications, reservations, or adverse remarks. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013, therefore no details are required to be disclosed under Section134(3) (ca) of the Companies Act, 2013.

30. Cost Auditor

In compliance with the provisions of the Companies Act, 2013 and in terms of Sub Rule (ix) of Rule 8 of the Companies (Accounts) Rules, 2014, your Company has been maintaining Cost Records.

In conformity with the directives of the Central Government, the Company has re-appointed Mr. R. Krishnan, Cost Accountant (Membership No.7799) as Cost Auditor under Section 148(3) of the Companies Act, 2013, for audit of the Cost Record of the Company, to carry out the audit of cost records maintained by the Company, for the financial year 2026-27. There is also Cost Audit requirement in two Subsidiary Companies namely Indorama Yarns Private Limited and Indorama Ventures Yarns Private Limited for the Financial Year 2026-27 in line with Financial Year 2025-26.

Your Company has received notice from Mr. R. Krishnan, Cost Accountant, for re-appointment as Cost Auditor, for the financial year 2026-27, in accordance with the applicable provisions of the Companies Act, 2013 and Rules framed thereunder. The remuneration of Cost Auditor has been approved by the Board on the recommendation of the Audit Committee and the requisite resolution for ratification of remuneration of Cost Auditor by the

members has been set out in the notice of the ensuing 40^th Annual General Meeting of your Company.

Mr. R. Krishnan, Cost Accountant has also been reappointed as Cost Auditor, for the financial year 2026-27 in Subsidiary Companies namely Indorama Yarns Private Limited and Indorama Ventures Yarns Private Limited in their respective Board Meetings subject to ratification of remuneration by the members in their respective ensuing Annual General Meeting.

31. Internal Auditor

Your Company has appointed M/s Deloitte Haskins & Sells LLP, (Firm Registration No. 117366W/W100018), Chartered Accountants, Gurugram, as Internal Auditors for the financial year 2026-27 under Section 138 of the Companies Act, 2013 and Rules made thereunder as recommended by the Audit Committee. The scope, functioning, periodicity, and methodology for conducting internal audits were approved by the Board as recommended by the Audit Committee.

M/s Deloitte Haskins & Sells LLP, (Firm Registration No. 117366W/W100018), Chartered Accountants, Gurugram has also been appointed as Internal Auditor, for the financial year 2026-27 in Subsidiary Companies namely Indorama Yarns Private Limited and Indorama Ventures Yarns Private Limited as approved in their respective Board Meetings.

32. Secretarial Auditor

Pursuant to the provision of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board based on the recommendation of Audit Committee and approval of the Shareholders of the Company at the 39^th Annual General Meeting of the Company, has appointed CS Jaya Yadav, Practicing Company Secretary, C/o Jaya Yadav & Associates, (Membership No. F10822 and COP No. 12070), as the Secretarial Auditor of the Company, for conducting the Secretarial Audit of the Company, for a term of 5 (five) years from the financial year 2025-26 to financial year 2029-30, on receiving a letter of consent confirming her eligibility for the same. She has also been appointed as Secretarial Auditor for material Subsidiary Companies namely Indorama Yarns Private Limited and Indorama Ventures Yarns Private Limited for a term of 5 (five) years from the financial year 2025-26 to financial year 2029-30, on receiving a letter of consent confirming her eligibility for the same as well.

The Secretarial Audit Report from CS Jaya Yadav, Practicing Company Secretary, in Form MR-3, for the year ended 31^st March 2026, of Indo Rama Synthetics (India) Limited, Indorama Yarns Private Limited and Indorama Ventures Yarns Private Limited, material subsidiaries of the Company, has been annexed and forms an integral part of this Report. The Secretarial Audit Reports are self-explanatory and do not call for

any further comments. The Secretarial Audit Reports do not contain any qualification, reservation, adverse remarks, or disclaimer. During the year under review, the Secretarial Auditor had not reported any matter under Section 143(12) of the Companies Act, 2013, therefore no details are required to be disclosed under Section134(3) (ca) of the Companies Act, 2013.

33. Public Deposits

During the financial year 2025-26, your Company did not invite or accept any deposit from the public.

34. Internal Control Systems and its Adequacy of Financial Controls with reference to Financial Statement

As per the provision of Section 134(5)(e) of the Companies Act, 2013 and Sub Rule (viii) of Rule 8 of the Companies (Accounts) Rules, 2014, the Company has in place an Internal Control System designed to ensure proper recording of financial and operational information and compliance with various internal controls and other regulatory and statutory compliances. A self-certification exercise is also conducted by which senior management certifies the effectiveness of the internal control system of the Company. The internal audit has been conducted by a qualified external Internal Auditor. The findings of the Internal Audit Report are reviewed by the Management and by the Audit Committee of the Board and proper follow-up actions are ensured wherever required. The Statutory Auditors have evaluated the internal financial controls framework of the Company and have reported that the same are adequate and commensurate with the size of the Company and the nature of its business.

35. Particulars of Loans, Guarantees or Investments and Securities Provided

There is no Guarantee provided by your Company during the financial year 2025-26. Your Company has provided unsecured long-term loan to its Wholly Owned Subsidiaries and the following are outstanding as on 31^st March 2026:

(i) Unsecured Long-Term Loan of Rs. 78.25 Crore (Rupees Seventy-Eight Crore Twenty-Five Lakhs only) to Indorama Yarns Private Limited; and

(ii) Unsecured Long-Term Loan of Rs. 49.60 Crore (Rupees Forty-Nine Crore Sixty Lakhs only) to Indorama Ventures Yarns Private Limited.

The details are given in the notes under the Financial Statements.

36. Insurance

All the properties including buildings, plants and machinery, and stocks have adequately been insured.

37. Particulars of Loans/ Advances/ Investments as required under Schedule V of SEBI Listing Regulations

The details of the related party disclosures with respect

to loans/advances/ investments at the year-end, and the maximum outstanding amount thereof during the year as required under Part A of Schedule V of SEBI Listing Regulations have been provided in the Notes to the Financial Statements of the Company. Further, there was no transaction with the person/entity belonging to the Promoter and Promoter Group, which holds 10% or more shareholding in the Company as per Para 2A of the aforesaid schedule.

38. Risk Management

Your Company has its Risk Management Committee, duly formulated by the Board on the recommendation of the Audit Committee to identify elements of risk in different areas of operations and to develop a policy for actions associated with mitigating the risks. It regularly analyses and takes corrective actions for managing/mitigating the same. Your Companys Risk Management framework ensures compliance with the provisions of SEBI Listing Regulations.

39. Listing

The shares of your Company are listed at both BSE Limited and the National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the financial year 2026-27 have been paid.

40. Significant and material orders passed by the Regulators, Courts or Tribunal

During the year under review, no significant material orders passed by the Regulators, Courts or Tribunal impacting the going concern status and the Companys operations in the future in terms of Sub Rule (vii) of Rule 8 of the Companies (Accounts) Rules, 2014.

41. Management Discussion and Analysis

In compliance with Regulation 34 (3) and Part B of Schedule V of the SEBI Listing Regulations, 2015, a separate Section on the Management Discussion and Analysis has been annexed and forms an integral part of this Report.

42. Corporate Governance

The Corporate Governance Report along with Practicing Company Secretary Certificate complying with the conditions of Corporate Governance as stipulated in Regulation 27 of SEBI Listing Regulations has been annexed and forms an integral part of this Report.

43. Transfer of Unclaimed Dividend/Equity Shares to Investor Education and Protection Fund (IEPF) Authority

Pursuant to the provisions of Section 124 and 125 of the Companies Act 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016 read with the relevant circulars and amendments thereto ("IEPF Rules, 2016"), the amount of dividend remaining unpaid or unclaimed for

a period of seven consecutive years from the due date was required to be transferred to the Investor Education and Protection Fund Authority ("IEPF"), constituted by the Central Government. Accordingly, the Company had already transferred eligible equity shares and unpaid/ unclaimed dividend amounts pertaining to Financial Year 2010-11 to Financial Year 2015-16, which were liable to be transferred to the IEPF Authority in compliance of statutory requirements and following the prescribed statutory procedures. The Company has not declared any dividends from Financial Year 2016-17 onwards.

The Members/claimants whose shares or unclaimed dividend had been transferred to the IEPF Authority, as the case may be, may claim their shares/unclaimed dividend or apply for a refund by approaching the Company for issuance of Entitlement Letter along with all the required documents before making an application to the IEPF Authority. The unpaid/unclaimed dividends and corresponding shares once transferred to the IEPF Authority by the Company, may be claimed only from the IEPF Authority by following the procedure prescribed under the IEPF Rules.

44. Industrial Relations/ Human Resources

Your Company continues to maintain healthy, cordial, and harmonious industrial relations at all levels during the year under review. Your Company firmly believes that a dedicated workforce constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development continues to receive focused attention. Your directors wish to place on record their appreciation for the dedicated and commendable services rendered by the staff and workforce of your Company.

45. Annual Return

46. Material Changes and Commitments, if any, affecting the financial position of the Company

There are no material changes and commitments affecting the financial position of your Company between the year ended 31^st March 2026, and the date of this Boards Report.

47. Disclosures with respect to Demat Suspense Account/ Unclaimed Suspense Account

The relevant details in this regard have been provided in the Corporate Governance Report annexed and forms an integral part of this Report.

48. Code of Conduct for the Directors and Senior Management Personnel

The Chairman and Managing Director of the Company has given a declaration that all the Directors and Senior Management Personnel, affirmed compliance with the Code of Conduct with reference to the year ended 31^st March 2026, and a declaration is attached with the Annual Report.

49. Managing Director and CFO Certification

Pursuant to SEBI Listing Regulations, MD/CEO and CFO Certification has been annexed with the Annual Report. The MD/CEO and CFO also provide quarterly certification on financial results, while placing the financial results before the Board in terms of SEBI Listing Regulations.

50. Nodal Officer

51. General Disclosures

Your directors state that no disclosure or reporting is required in respect of the following matters during the year under review:

1) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

2) Issue of Equity Shares (including Sweat Equity Shares) to employees of your Company, under any scheme;

3) Your Company has not resorted to any buyback of its Equity Shares during the year under review;

4) Neither the Chairman & Managing Director nor the Whole time Directors of your Company received any remuneration or commission during the year, from any of its subsidiaries;

5) No fraud has been reported by auditors under subsection (12) of Section 143;

6) The details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable; and

7) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year- Not Applicable. (Point 6 & 7:- In terms of Sub Rule (xi) &

Sub-Rule (xii) of Rule 8 of the Companies (Accounts) Rules, 2014).

However, one proceeding which was pending under Insolvency and Bankruptcy Code, 2016 against Indorama Ventures Yarns Private Limited, a Wholly Owned Subsidiary, before the Honble National Company Law Appellate Tribunal, Delhi, had been dismissed.

52. In terms of Subrule (4) of Rule 9 of Companies (Management & Administration) Rules, 2014, the Company Secretary and Compliance Officer of the Company is responsible for furnishing and extending co-operation for providing information to the registrar or any other authorised officer with respect to beneficial interest in shares of the Company.

53. The Company Secretary and Compliance Officer is authorized to receive deceleration of beneficial interest of Shares of the Company as per the prescribed Rules of the Companies Act, 2013.

54. Status of Corporate Social Responsibility (CSR) Expenses

Your Company had approved CSR Expenditure of Rs. 1 Crore for DSB International Public School and the Company had made contribution during the financial years 2024-25 and 2025-26 against the same as under:

• Total CSR Obligation for the FY 2024-25 was Rs. 38.09 Lakhs against which the Company had incurred Rs. 50 Lakhs during the FY 2024-25 towards contribution to DSB International Public School, Kurukshetra. Excess contribution of Rs. 11.91 Lakhs will be set off in future from the CSR Obligations for the FY 2025-26, FY 2026-27 and FY 2027-28, as per the provisions of the Section 135 of the Companies Act, 2013. There is no CSR obligation pending till FY 2023-24.

• Further, the Company had incurred CSR expenditure of Rs. 25 Lakhs during Financial Year 2025-26 to DSB

International Public School, Kurukshetra. Thus, amount remain available for set off in succeeding three financial years, as per the provisions of Section 135 of the Companies Act, 2013 read with rule 7(3) of the Companies (CSR Policy) Rules, 2014.

There was no CSR Obligation on the Company during the financial year 2025-26.

The relevant details have been provided in the report on the Corporate Social Responsibility as appended to this Directors Report.

55. Acknowledgement

Your Company continues to operate responsibly and efficiently because of the culture of professionalism, creativity, integrity, ethics, good governance, and continuous improvement in all functions and areas as well as the efficient utilization of the Companys resources for sustainable and profitable growth.

Your directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by every employee without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. Your directors also record their grateful appreciation for the encouragement, assistance, and co-operation received from Members, Government Authorities, Financial Institutions, Banks, Customers, and all other Stakeholders. Your directors look forward to the long-term future with confidence.