<dhhead>Board’s Report</dhhead>

To the Members,

Your Directors hereby present the Thirty-Eighth Annual Report on the business and operations of the Company along with the audited financial statements for the year ended March 31, 2024.

1. Financial Highlights

The financial performance of the Company for the year ended March 31, 2024, is summarised below:

(H In Crore)

2. Operational results and the state of the Company’s affairs

On a Standalone basis, during the financial year 2023-24, your Company has achieved total income of 3,716.76 Crore as against 3,930.79 Crore in the financial year 2022-23, i.e., negative growth of 5.44%. The Net Loss for the financial year 2023-24 is (141.66) Crore as against Net Loss of (19.27) Crore in the financial year 2022-23. Your Company has achieved EBIDTA of 1.78 Crore in the financial year 2023-24 as against EBIDTA of 73.00 Crore in the previous financial year, majorly impacted by sluggish market conditions and geopolitical adversities. On a Consolidated basis, during the financial year 2023-24, your Company achieved total income of 3,880.07 Crore and Loss of 203.44 Crore as against total income of 4,109.33 Crore and Loss of 24.56 Crore in the previous financial year.

During the previous financial year, your Company successfully completed its debottleneck project whereby the production capacity of the Company enhanced from 1743 TPD to 1920 TPD.

With effect from June 02, 2023, your Company has successfully started its commercial production of Bottle Grade Pet Resins of 650 TPD in a phased manner at its Wholly

Owned Subsidiary, Indorama Yarns Private Limited and also started Commercial Production of Drawn Texturised Yarns (DTY) of 150 TPD in a phased manner starting from June 15, 2023, with additional 39 Machines at its Wholly Owned Subsidiary, Indorama Ventures Yarns Private Limited.

3. Dividend

As your company has reported a net loss during the year under review, the Board of Directors did not recommend any dividend for the year.

4. Dividend Distribution Policy

Your Company is following Dividend Distribution Policy as envisaged under Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Policy, inter-alia, lays down various parameters relating to declaration/ recommendation of dividend. There has been no change in the Policy, during the financial year 2023-24. Dividend Distribution Policy of the Company can be accessed from the website of the Company, http://www. indoramaindia.com/pdf/Policy-on-Dividend-Distribution. pdf.

5. Transfer to Reserve

There is no amount proposed to be transferred to reserves.

6. Change in the Nature of Business

During the year, the Business Operations of the Company remains same with respect to its Fibre and Filament products and it added Bottle Grade Pet Resin as its new product in its Wholly Owned Subsidiary, Indorama Yarns Private Limited at Butibori, Nagpur, with effect from June 02, 2023.

7. Future Growth Plans of the Company

With Capacity enhancement from 610,050 TPA to 672,000

TPA by way of debottlenecking and new capacity additions at its Wholly Owned Subsidiaries, the Company is targeting to achieve enhanced volume of business with market rationalisation and venturing into a new product, i.e., Bottle Grade Pet Resin.

8. Changes in Share Capital

During the year under review, there was no change in the paid-up share capital of the Company. As on March 31, 2024, none of the Directors of the Company holds shares, except

Mr. Om Prakash Lohia and Mr. Vishal Lohia. During the year, Brookgrange Investments Limited, one of the Promoters of the Company has sold its entire Shareholding, i.e., 5,35,64,057 Equity Shares representing 20.51% stake in the Company to another Promoter Mr. Aloke Lohia on March 7, 2024. Mr. Aloke Lohia has gifted the above mentioned number of shares of the Company to another Promoter, Mrs. Urmila Lohia on March 21, 2024. Thus, the shareholding of Brookgrange Investments Limited has now come down to zero and the shareholding of Mrs. Urmila Lohia has been increased to 5,42,09,930, i.e., 20.76% in the Company, as on date.

9. 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; and viii) Business Responsibility and Sustainability Reporting Committee.

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

During the financial year 2023-24, your Company convened and held 4 (four) Board Meetings. The details of the Board Meeting with regard 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.

Your Board of Directors comprises of mix of Executive and Non-Executive Directors with rich experience and expertise across a range of fields such as corporate finance, strategic management, accounts, legal, marketing, brand building, social initiative, general management and strategy. Except, Chairman and Managing Director and Independent Directors, all other Directors are liable to retires 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), Executive Director of the Company, is retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Further, the Board of Directors in their meeting held on May 17, 2024, based on the recommendation of Nomination and Remuneration Committee of the Company, subject to the approval of the shareholders, has appointed Mr. Sanjay Thapliyal, (DIN 08294006), as Whole-time Director of the Company, for a period of three years, with effect from May 17, 2024 to May 16, 2027.

Mr. Suman Jyoti Khaitan completed his second term of 5 (five) years as Independent Director and retired on May 19, 2024. Your Board of Directors on the recommendation of the Nomination and Remuneration Committee has appointed Mr. Ravi Capoor, (DIN 00744987), as Independent Director to the Board by way of Resolution passed by Circulation on June 29, 2024. In the opinion of the Members of the Board, Mr. Ravi Capoor, IAS (Retired) is having sufficient expertise and experience in various corporate field.

Details of the Directors proposed to be appointed/reappointed 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 38^th Annual General Meeting.

Resolutions seeking shareholders’ approval for their reappointment along with other required details forms an integral part of the Notice. The Board recommends their reappointment.

Your Board has appointed Mr. Sanjay Thapliyal as Whole-time Director of the Company with effect from May 17, 2024, subject to the approval of the Shareholders and Mr. Ravi Capoor as an Independent Director with effect from June 29, 2024.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company ("KMP"), as on March 31, 2024, were Mr. M. N. Sudhindra

Rao, Mr. Hemant Balkrishna Bal, Mr. Umesh Kumar Agrawal and Mr. Manish Kumar Rai.

Mr. M. N. Sudhindra Rao has taken voluntary retirement from the post of Chief Executive Officer on April 22, 2024.

Mr. Hemant Balkrishna Bal has resigned from the office of

Whole-time Director with effect from the closing of business hours of May 31, 2024, due to personal reasons.

Mr. Pawan Kumar Thakur resigned from the post of Company

Secretary and Compliance Officer on September 15, 2023, to pursue better opportunity. Mr. Manish Kumar Rai was appointed as Compliance Officer on September 15, 2023 and Company Secretary on November 07, 2023.

As on the date of the report, pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company ("KMP") are Mr. Sanjay Thapliyal,

Mr. Umesh Kumar Agrawal and Mr. Manish Kumar Rai.

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

For the financial year 2023-24, all the Independent Directors of the Company have given their declaration to the Company that they meet the criteria of independence as laid down under Section 149(7) read with Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations and affirmed compliance with Code of Ethics and Business Principles as required under Regulation 26(3) of SEBI Listing Regulations, as amended.

The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar ("IICA") as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors of the Company have served for more than three years on board of listed entities and hence shall not be required to pass the online proficiency self-assessment test as per the proviso to Rule 6(4) of Companies (Appointment and Qualification of Directors) Rules, 2014. The appointment and tenure of the Independent Directors, including the code for Independent Directors are available on the Company’s website, http://www.indoramaindia.com/ pdf/policies/Code-for-Independent-Directors-REVISED.pdf.

OntherecommendationoftheNominationandRemuneration Committee, the Board has adopted a Policy for the selection and appointment of Directors, Senior Management Personnel, and remuneration including criteria for determining qualifications, positive attributes, Independence of Directors, and other matters pursuant to Section 178(3) of the Companies Act, 2013. The Policy available on the

Company’s website, https://www.indoramaindia.com/pdf/ policies/Nomination-Remuneration-Policy-REVISED.pdf.

Your Company has devised a formal process for annual evaluation of the performance of the Board, its committees, and Individual Directors ("Performance Evaluation") which include criteria for performance evaluation of Non-Executive 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 directors, members of the Board, or its committees. The Independent Directors carried out annual performance evaluation of the Chairman and Managing Director and Whole-time Directors. 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.

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 February 08, 2024. The Independent Directors at the meeting, inter-alia, reviewed the following:

• Performance of Non-Independent Directors and the Board as a whole;

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

• Assessed the 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.

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

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.

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 March 31, 2024, 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 judgement 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 loss 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 March 31, 2024, 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 were operating 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 systems 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 Company’s Internal Financial Controls are adequate and effective during the financial year 2023-24.

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 is annexed and forms an integral part of this Report.

Your Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this Policy from time to time and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy. The Policy was amended by the Board of Directors on February 10, 2022, to incorporate the new requirements introduced under the SEBI Listing Regulations. 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 arm’s length basis. All Related Party Transactions are placed before the Audit Committee for approval. The particulars of material-related party transactions, if any, 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 is annexed and forms an integral part of this Report.

There are no materially significant related party transactions made by the Company 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.

The Board has approved the Policy of the Related Party Transactions, which has been uploaded on the Company’s website, http://www.indoramaindia.com/pdf/policies/ Policy-on-Materiality-of-Related-Party-Transaction-REVISED.pdf.

The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed and forms an integral part of this Report.

Particulars of the employee as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms an integral part of this Report. However, in pursuance of Section 136(1) of the Companies Act, 2013, this report is being sent to the shareholders of the Company excluding the said remuneration.

A statement showing the names and other particulars of the employees drawing remuneration over the limits set out in the said Rules forms an integral part of this Report. The said information is available for inspection at the registered office of the Company during working hours up to the date of the

Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Your Company aims to remain committed to society through its social responsibility, strongly connected with the principle of sustainability, an organisation 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 comprises Directors, viz; Mr. Om

Prakash Lohia as the Chairman, Mr. Vishal Lohia, Mr. Sanjay

Thapliyal, Mr. Dilip Kumar Agarwal and Mrs. Ranjana Agarwal as Members. The CSR Committee of the Company has laid down the policy to meet the 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 belief 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 Programme, i.e., promoting education around areas of operations and presence.

The CSR Committee met 4 (four) times during the year to review the Corporate Social Responsibility Policy. Further, a detailed report as required has been annexed and forms an integral part of this Report.

The detailed CSR Policy of the Company is also available on the Company’s website, https://www.indoramaindia.com/ pdf/policies/CSR-Policy-REVISED.pdf.

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 is annexed and forms an integral part of this Report.

The Board has adopted Business Responsibility and Sustainability Reporting Policy. The said policy has been disclosed on the Company’s website, http://www. indoramaindia.com/pdf/BR-Policy.pdf.

Your Company firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through the supporting behaviours.

A positive workplace environment and a great employee experience are integral parts of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender. Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment. Your Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment.

Your Company has constituted an Internal Complaints Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and

Redressal) Act, 2013. During the year no complaint was filed before the said Committee. The Annual Report under

Sexual Harassment of Women at Workplace (Prevention,

Prohibition, and Redressal) Act, 2013 has been submitted to Authorities concerned on January 29, 2024.

Your Company has a Policy on "Prevention of Sexual

Harassment of Women at Workplace" and matters connected therewith or incidental thereto covering all the aspects as contained under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013". The said Policy of the Company is available on the Company’s website, http://www.indoramaindia.com/pdf/ policies/POSH-IRSL-REVISED.pdf.

The Audit Committee of the Board consists of Mr. Dhanendra Kumar as Chairman, Mr. Vishal Lohia, Mr. Sanjay Thapliyal, Mrs. Ranjana Agarwal and Mr. Dharmpal Agarwal 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.

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 by SEBI (Prohibition of Insider Trading) (Amendment)

Regulations, 2018, the Company ensures to make employees aware of such Whistle Blower Policy to report instances of leak of unpublished price sensitive information. The

Vigil Mechanism provides adequate safeguards against victimisation of Directors or Employees or any other person who avails themselves of the mechanism and also provides direct access to the Chairperson of the Audit Committee. The details of the Vigil Mechanism/Whistle Blower Policy are also posted on the Company’s website, http://www. indoramaindia.com/pdf/policies/Whistle-Blower-Policy-REVISED.pdf.

During the year, India Rating & Research (IND-RA) has assigned your Company, a Long-Term Issuer Rating "IND A-".

The outlook is Negative. The instrument wise rating action are as under:

Presently, your Company has 4 (four) WOS, viz;

(i) Indorama Yarns Private Limited, incorporated on August 16, 2019; (ii) Indorama Ventures Yarns Private Limited, incorporated on July 05, 2021; (iii) Indorama Sustainable Polyester Yarns Private Limited, incorporated on December 17, 2022; and (iv) Indorama Sustainable Polymers (India) Private Limited, incorporated on December 17, 2022.

There are no Associate Companies or Joint Venture Companies within the meaning of Section 2(6) of the Companies Act, 2013. The Company has one material subsidiary as on date. 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 Company’s Subsidiary, in Form AOC-1 is attached to the Financial Statements of the Company.

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 Walker Chandiok & Co LLP,

Chartered Accountants, (Firm Registration No. 001076N/ N500013), the Statutory Auditors, in the form and manner as that of its own, in compliance with applicable Accounting Standards and the SEBI Listing Regulations, as amended.

The Consolidated Financial Statements for the year ended March 31, 2024, forms an integral part of this Report and Financial Statements. The same shall be laid before the Members of the Company at the ensuing Annual General Meeting while laying its Financial Statements under subsection (2) of the said section.

Further, pursuant to provisions of Section 136 of the Companies Act, 2013, the Financial Statements of the Company, Consolidated Financial Statements along with the relevant documents and separate Audited Accounts in respect of Subsidiary are available on the Company’s website, https://www.indoramaindia.com/subsidiary.php. Shareholders desirous of obtaining the Financial Statements of the Company’s Subsidiary may obtain the same upon request by email to the Company, i.e., corp@indorama-ind. com.

Your Company has adopted the Policy for determining a "material subsidiary", which states that a material subsidiary means a subsidiary, whose income or net worth exceeds 10% of the consolidated income or net worth, respectively, of the Company and its subsidiaries in the immediately preceding accounting year.

In terms of the above Policy, Indorama Yarns Private Limited, a WOS of the Company has become a Material Subsidiary Company in terms of Regulation 16(1)(c) of the SEBI Listing Regulations, 2015.

A policy on "material subsidiaries" was formulated by the Audit Committee of the Board and the same is also posted on the Company’s website, http://www.indoramaindia.com/ pdf/policies/Policy-for-Determining-Material-Subsidiary-REVISED.pdf.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, your Company at its 37^nd Annual General Meeting appointed, M/s Walker Chandiok & Co LLP, Chartered Accountants, (FRN 001076N/

N500013), as Statutory Auditors of the Company, for the second term, to hold office from the conclusion of the 37^th Annual General Meeting until the conclusion of the 42^nd Annual General Meeting of the Company, to be held in year 2028.

The report given by M/s Walker Chandiok & Co LLP, on the financial statements of the Company, for the financial year 2023-24, 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.

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 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 2023-24. Your Company has received consent from Mr. R. Krishnan, Cost Accountant, for re-appointment as Cost Auditor, for the financial year 2024-25, 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 38^th Annual General Meeting of your Company.

Your Company has appointed M/s S S Kothari Mehta & Co. LLP as Internal Auditors under Section 138 of the Companies Act, 2013 and Rules made thereunder. The scope, functioning, periodicity, and methodology for conducting internal audit were approved by the Board and reviewed by the Audit Committee from time to time.

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 has appointed CS Jaya Jadav, 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 for the financial year 2023-24.

The Secretarial Audit Report of CS Jaya Jadav, Practicing Company Secretary, in Form MR-3, for the year ended March 31, 2024, is annexed, and forms an integral part of this Report. The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial

Audit Report does 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.

There is no qualification, reservation in Statutory Auditors

Report, but there is an adverse remark as mentioned in (ix)

(d) of the Annexure-A attached to the Independent Auditor’s Report for Standalone Financial Statements with respect to utilisation of short-term funds for long term purposes amounting to 205.63 Crore utilised for capital expenditures, extending loans to subsidiaries and repayment of long-term borrowings. The Company was under discussion with Standard Chartered

Bank for a long-term loan for the purpose, which could be sanctioned and disbursed only in June 2024 quarter amounting to 182.60 Crore and balance amount is still in the process of tying-up. The Company has also recognised deferred tax assets (net) aggregating to 258.61 Crore as at March 31, 2024, which are fundamental to user’s understanding of the financial statements considered by Statutory Auditors as key audit matter in their audit reports. The Company has assessed time period available for the adjustments of such deferred tax assets as per the provisions of the Income Tax Act 1961 and is confident of generating sufficient taxable profits to realise aforesaid deferred tax assets based on future business projection.

During the financial year 2023-24, your Company did not invite or accept any deposit from the public.

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.

There are no Guarantees provided by your Company during the financial year 2023-24. Your Company has provided following unsecured loan to its Wholly Owned Subsidiaries:

(i) Unsecured Loan of 7.75 Crore (Indian Rupees Seven Crore Seventy- Five Lakhs only) to Indorama Yarns

Private Limited for ongoing Bottle Grade Chips, capex execution support; and

(ii) Unsecured Loan of 14.10 Crore (Indian Rupees Fourteen Crore Ten Lakhs only) to Indorama Ventures

Yarns Private Limited, for its ongoing DTY growth capex execution support.

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

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

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.

Your Company has its Risk Management Committee, duly formulated by the Board on the recommendation of the Audit Committee. The same is provided in the Corporate Governance Report annexed and forms an integral part of this Report.

The Board has constituted a Risk Management Committee to identify elements of risk in different areas of operations and to develop a policy for actions associated with mitigate the risks. It regularly analyses and takes corrective actions for managing/mitigating the same. Your Company’s Risk Management framework ensures compliance with the provisions of SEBI Listing Regulations.

The shares of your Company are listed at both BSE Limited and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the financial year 2024-

25 have been paid.

No significant material orders passed by the Regulators, Courts or Tribunal impacting the going concern status and the Company’s operations in the future in terms of sub-rule (vii) of Rule 8 of the Companies (Accounts) Rules, 2014.

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate Section on the Management Discussion and Analysis, as approved by the Board, which includes details on the state of affairs of the Company is annexed and forms an integral part of this Report.

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.

The Company had sent individual notices and also advertised in the newspapers seeking action from the Members who have not claimed their dividends for seven consecutive years or more. Thereafter, the Company has transferred such unpaid or unclaimed dividends and corresponding shares to IEPF, up to the financial year ended March 31, 2016.

Pursuant to the provisions of Section 125 of the Companies Act, 2013, relevant amounts, which remained unpaid or unclaimed for a period of seven consecutive years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund (IEPF) Authority.

Pursuant to the provisions of the Investor Education and Protection Fund, your Company has uploaded the details of unpaid and unclaimed dividend amounts lying with the Company as on March 31, 2023, on the Company’s website, www.indoramaindia.com and also on the Ministry of Corporate Affairs website, www.mca.gov.in.

Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016 (IEPF Rules), your Company has transferred 1,54,268 (One Lakh Fifty Four Thousand Two Hundred Sixty Eight) equity shares of 10/- each of the

Company held by various Investors, physical as well as dematerialised form, whose dividend amount is unclaimed/ unpaid for seven consecutive years to Suspense Account of the Investor Education and Protection Fund (IEPF) Authority, during the financial year 2023-24 and the details thereof uploaded on the Company’s website, https://www. indoramaindia.com/pdf/Form-IEPF-4_2015-16.pdf.

Pursuant to the provisions of Section 124 of the Act, 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 years from the due date is required to be transferred to the Investor Education and Protection Fund Authority ("IEPF"), constituted by the Central Government. The Company had, accordingly, transferred

7,58,727/- (Indian Rupees Seven-Lakhs Fifty-Eight Thousand

Seven Hundred and Twenty-Seven only) being the unpaid and unclaimed dividend amount pertaining to the Dividend for the financial year 2015-16 on October 31, 2023.

Members/claimants whose shares or unclaimed dividend, have been transferred to the IEPF Authority, as the case may be, may claim the shares 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 in Form IEPF-5 (available on http://www. iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time. The Members/claimants can file only one consolidated claim in a financial year as per the IEPF Rules.

Your Company maintained 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.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2024, is available on the Company’s website, http://www. indoramaindia.com/annual-return.php.

There are no material changes and commitments, affecting the financial position of your Company that has occurred between the year ended March 31, 2024, and the date of this Board’s Report.

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

The Code of Conduct for the Directors and Senior Management Personnel has been posted on the Company’s website, https://www.indoramaindia.com/pdf/policies/ Code-of-Conduct-for-Directors-n-Sr-Management-REVISED. pdf.

The Chief Executive Officer of the Company has given a declaration that all the Directors and Senior Management Personnel concerned, affirmed compliance with the Code of Conduct with reference to the year ended March 31, 2024, and a declaration is attached with the Annual Report.

Pursuant to SEBI Listing Regulations, MD/CEO and CFO Certification is attached 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.

Mr. Manish Kumar Rai, Company Secretary, is the Nodal Officer of the Company under the provisions of IEPF. The details of the Nodal Officer are available on the Company’s website, www.indoramaindia.com.

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no such transactions 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 buy back 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 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).

54. In terms of Subrule (4) of Rule 9 of Companies (Management & Administration) Rules, 2014, 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.

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

Your Company has undertaken to construct three additional classrooms and other surrounding development work in IRA International School at Butibori, Nagpur.

After incurring CSR expenditure during the year for the approved project a sum of 34.33 Lakhs remained unspent during the year against the CSR obligation for the financial year amounting to 1.35 Crore. This unspent amount of 34.33 Lakhs has been transferred on April 9, 2024 to a separate bank account opened for this purpose, pursuant to the requirement of Section 135(6) of the Companies Act, 2013. The relevant details have been provided in the report on the Corporate Social Responsibility as appended to this Directors Report.

Your Company has been able 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 utilisation of the Company’s 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, more particularly during this challenging time, 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 cooperation received from members, government authorities, banks, customers, and all other stakeholders. Your directors look forward to the long-term future with confidence.