Directors Report of India Glycols Ltd.

Mar 31, 2025

Your Directors are pleased to present the 41^st Annual Report
on the business and operations of the Company, together with
the Audited Financial Statements of your Company for the
financial year ended 31^st March, 2025.

Financial Results ('' in Crore)

Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Gross Sales and other income*	9,052.37	7,944.50
Earnings before interest, taxes, depreciation and amortization	521.34	423.48
Exceptional item	-	-
Profit /(loss) before tax	241.78	202.05
Provision for tax	61.40	50.32
Net profit/(loss)	180.38	151.73
Earnings per share (in '')	58.26	49.01
(Basic and Diluted)
* Includes State Excise Duty, as applicable.

Dividend

Your Directors are pleased to recommend a dividend at the rate
of 100% on the face value of each Equity Share (Previous year
80%) for the financial year ended 31^st March, 2025 subject to
the approval of the Shareholders in the ensuing Annual General
Meeting (“AGM”). The total outgo on account of payment of
dividend will be '' 30.96 Crore (Previous year '' 24.77 Crore).

In view of the changes made under the Income-tax Act, 1961
by the Finance Act, 2020, dividend paid or distributed by the
Company shall be taxable in the hands of the Shareholders.
The Company shall, accordingly, make the payment of the final
dividend after deduction of tax at source.

The dividend recommended is in accordance with the
Company’s Dividend Distribution Policy (“the Policy”) adopted
in pursuance to the provisions of Regulation 43A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended (“SEBI Listing Regulations”).
The Policy contains broad parameters and factors while
recommending/declaring dividend(s) by the Board of Directors.
The Policy is available on the Company’s website at https://
www.indiaglycols.com/wp-content/uploads/2023/08/Dividend-
distribution-policy.pdf.

Performance Review

Building on the momentum of FY 23-24, your Company marked
FY 2024-25 as second consecutive year of strong, broad-
based growth across all business segments underscoring the
strength of its diversified portfolio and the disciplined execution
of Company’s strategic roadmap. From top-line achievements
to operational excellence, every business played a critical role
in driving the Company forward and delivering remarkable
results.

The Company’s Capex on grain-based distillery is largely
complete and during the year under review, grain-based
distillery capacities at Kashipur Plant were augmented
making the total installed capacity to 500 KLPD (added 100
KLPD during FY 24-25). Whereas, the Bio-Fuel Ethanol Plant
(Ethanol to Bio-Fuel conversion) at Kashipur has a scaled up
capacity of 590 KLPD (addition of 180 KLPD during FY 24¬
25). The facilities for New Value-Added Chemical Products at
Kashipur were further enhanced by 2,500 MT/ p.a. (subject
to product mix), making the total capacity to 7,500 MT/p.a..
Similarly, during the year under review, the Gorakhpur Plant
also successfully increased its capacities and the Plant’s total
combined capacity (grain based distillery and Bio-fuel Ethanol
Plant) now stands at 310 KLPD. All these expanded capacities
are now fully commissioned and are expected to contribute in
cashflows significantly. The augmented capacities are further
steps in the direction to obtain self-sufficiency for Company’s
Alcohol requirements. The smooth supplies of broken rice from
Food Corporation of India and import of Alcohol at competitive
prices supported the supply chain and margins.

During the FY 2024-25, on a standalone basis, your Company
registered gross revenue of ''9,052 Crore as compared to
''7,944 Crore in FY 2023-24, an increase of about 14%
indicating strong growth. The profit after depreciation and
tax for the FY 2024-25 was ''180 Crore in comparison of
''152 Crore in the FY 2023-24. Despite the challenging market
conditions, the Bio-based Specialties and Performance
Chemicals (“BSPC”) segment registered a marginal decrease
of about 2% in revenue over the last year, while registering
a healthy topline and good margin growth. The Potable
Spirit segment achieved a significant growth by recording
an increased revenue of over 13% as well as good growth in
margins over the previous year which was through portfolio
premiumisation, markets expansions, strategic tie-ups with
premium partners and channelizing the para-military and
Canteen Stores Department (“CSD”) business. The new
added segment of Bio-fuels (carved out from BSPC segment
during Q1/FY25) demonstrated a bumper revenue growth of
over 100% benefiting from supportive regulatory tailwinds
and improved ethanol blending rates. Ennature Bio-Pharma
continued its upward trajectory with strong demand across
key natural ingredient categories support from enhanced
manufacturing capacities and expansion into the high-margin
Branded Nutraceutical Ingredients segment and registered a
revenue growth of about 7% over the previous fiscal year.
Depending upon the product mix and margins, the Company
continued to optimize the usage of imported alcohol and in¬
house capacities. Under the current scenario, the outlook for
the near future remains positive.

During the year under review, no amount was transferred to
reserves.

Material Changes and Commitments Affecting the
Financial Position of the Company

There were no material changes and commitments affecting
the financial position of the Company between the end of
financial year and date of this report. There has been no
change in the nature of the business of the Company.

Holding Company

During the period under review, pursuant to a Composite
Scheme of Arrangement as approved by Hon’ble National
Company Law Tribunal, Kolkata involving Ajay Commercial
Co. Pvt. Ltd., Facit Commosales Pvt. Ltd., J B Commercial
Company Pvt. Ltd., J Boseck & Co. Pvt. Ltd., Lund & Blockley
Pvt. Ltd., Supreet Vyapaar Pvt. Ltd., Kashipur Holdings
Limited (“KHL”) (collectively “Promoter and Promoter group
companies”) and HWL Traders Limited, which became
effective on 2^nd December 2024, KHL had additionally acquired
37,79,819 equity shares representing 12.21% of the total
paid-up capital of the Company from certain Promoter group
companies, thereby increasing its shareholding to 50.35%
from 38.14% of the total paid-up capital of the Company.

Consequently, KHL the Promoter has become the Holding
Company of the Company w.e.f. 2^nd December, 2024. KHL is a
Non Banking Finance company registered with Reserve Bank
of India.

Scheme of Arrangement

During the year under review, the Board of Directors of the
Company at their meeting held on 4^th February, 2025 had
approved the Composite Scheme of Arrangement (“Original
Scheme”) involving Part I: Amalgamation of Kashipur Holding
Limited (“KHL”) into the India Glycols Limited (“Company”) and
Part II: Demerger of: i) Bio Pharma Undertaking into a separate
Company namely “Ennature Bio Pharma Limited” (“Resultant
Company-1”); and ii) Spirits and Biofuel Undertaking into a
separate Company namely “IGL Spirits Limited” (“Resultant
Company-2”) and their respective shareholders pursuant to
the provisions of Sections 230 to 232 of the Companies Act,
2013 and the rules framed thereunder.

Further, in order to continue on value creation for its
stakeholders, the Board of Directors in its meeting held
on 16^th May, 2025 had decided to exclusively focus on Part
II of the Original Scheme, i.e. the Demerger of the i) Bio
Pharma Undertaking into Ennature Bio Pharma Limited and
ii) Spirits and Biofuel Undertaking into IGL Spirits Limited, and
accordingly, approved the modified Scheme of Arrangement
which would be subject to the requisite approvals and sanction
of the jurisdictional bench of National Company Law Tribunal
(“NCLT”) and also subject to the approval of shareholders,
Central Government, or such other competent authorities as
may be directed by the Hon’ble NCLT.

Credit Ratings

During the financial year 2024-25, CARE Ratings Limited
(“CARE”), a credit rating Agency, has kept the rating
unchanged for the long-term/short-term bank facilities of the
Company. However, Placed on Rating Watch with Developing
Implications (RWD), owing to restructuring actions being taken
the Company.

The instrument wise ratings details are given in Corporate
Governance Report which forms part of this Report.

Bio-Based Specialities and Performance Chemicals

Bio-based Glycols, Bio-Polymers and Industrial Gases

IGL, a leading manufacturer of bio-based glycols, ethanol, and
industrial gases, continues to carve a path of sustainability
and innovation in various sectors. With a focus on
renewable sources, strategic partnerships, and cutting-edge
technologies, IGL is reshaping industries while aligning with
global sustainability goals.

In the bio-based glycols segment IGL continues to remain
a unique manufacturer offering low carbon solutions in the
packaging and textile fiber applications. IGL stands out with its
flagship product , Bio-based MEG, renowned for its significantly
reduced carbon footprint. Despite challenges in the chemicals
market, including declining prices of petro-based MEG and
economic slowdowns, IGL navigated through innovation,
retaining sales volume and expanding market share in Far
East and SE Asia by developing strategic partnerships and
creating brand segmentation. IGL is also trying to create a
niche market for its Ethylene Glycol Ethers in the paints and
thinners, electronic chemicals, specialty printing inks and
industrial cleaners.

In the domain of bio-polymers, IGL leverages India’s abundant
guar resources, catering to diverse industries such as oil
drilling, textiles, food, and water treatment. Despite challenges
in the shale gas industry, IGL anticipates growth opportunities
driven by oil drilling activities and diversification into new
end applications beyond the oil field segment. The Company
registered a sale value of '' 37 Crore during FY 2024-25.

IGL is committed to a green environment and had embarked
on a new journey with the introduction of specialty chemical
products. With a focus on sustainability and efficiency, your
Company enhanced the New Specialty Unit plant capacity to
7,500 MT/per annum (earlier 5,000 MT) (depending on the
product mix) during FY 2024-25. This unit aims to develop
innovative chemistries, including bio-amines, biopolymers,
green solvents and also customized products for various
end applications including oilfield. The Company has bagged
sizable orders from oil & gas major companies which is an
encouraging trend. IGL’s products are under different stages

of approval with many large MNC’s and your Company is
assured of large offtake in coming years, thus ensuring
significant growth in this segment. By staying at the forefront
of technological advancements and fostering a culture of
innovation, IGL is poised to redefine industry standards and
meet evolving market demands.

In the industrial gases sector, IGL continues to excel, with
a focus on quality and customer satisfaction. With significant
sales growth in Liquid CO2 and other industrial gases, coupled
with initiatives to enhance quality control, IGL maintains its
position as a trusted supplier in both domestic and international
markets. With setting up of new capacities by other players,
the scenario looks challenging but IGL is confident of growth in
this market with its superior quality and technology and many
years of goodwill earned through better customer service.
The Company registered a sale value of '' 58 Crore during FY
2024-25.

Sales of Glycols [Monoethylene Glycol (MEG), Diethylene
Glycol (DEG), Triethylene Glycol (TEG), Heavy Glycols
and Glycols Ether] have increased to 47,183 MT in FY
2024-25 in comparison to 44,502 MT during the last fiscal
2023-24 and the sales value was at '' 1,177 Crore and
'' 1,206 Crore respectively.

During the year, your Company produced 47,146 MT of Glycols
compared to 40,699 MT last year.

The Bio-based Specialty and Performance Chemical segment
has been discussed in more detail in the Management
Discussion and Analysis Report which forms part of this
Report.

Power Alcohol (Bio-Fuels)

In pursuance to the provisions of applicable Ind AS, the
Company had created a new segment for Bio-Fuels w.e.f. Q1/
FY 25. The segment is poised for a good growth driven by the
Government policies. The Company has been a supplier of
Ethanol/Bio-Fuels to Oil Manufacturing Companies (“OMC’s”)
through tender participation as per Government of India’s
Ethanol Blending Programme (“EBP”) and during the year
under review, the Company has been allocated quantities
for supply of 19.82 Crore liters of Ethanol (revised from the
earlier allocation of 18.06 Crore liters) with an estimated
value aggregating to '' 1,387.40 Crore (up from the previous
estimate of '' 1,264.20 Crore) under EBP during Ethanol
Supply Year (“ESY”) from 1^st November, 2024 till 31^st October,
2025. During the previous ESY, the Company was allocated
quantities of 16.55 Crore lites of Ethanol with an estimated
value aggregating to ^ 1,164 Crore.

The actions to augment the capacity of Bio-Fuel ethanol plant at
Kashipur were completed during the year under review, accordingly,
the scaled up capacities stands at 590 KLPD at Kashipur and 310
KLPD(combined with grain distillery) at Gorakhpur.

During the year under review, the Company registered a
revenue of '' 1,043 Crore from sale of Power Alcohol as
compared to '' 512 Crore during previous year.

Potable Spirits (IMFL & Country Liquor) and ENA

In the potable spirits segment, IGL’s has two state-of-the-art
distilleries which produce premium quality Indian Made Foreign
Liquor (“IMFL”) brands in addition to its traditional business
of manufacturing world class ENA made out of bio-resource
(Molasses and grain), catering to domestic and international
markets. We continue to maintain our leadership position in
the branded country liquor segment as well.

Further, the Company continues to be a major player in North
India for domestic pharma markets. It remains a trusted and
reliable supplier to many well established pharma, homeopathic
and perfumery companies.

Partnership with Bacardi:

Our business partner Bacardi International makes their full
range of brands right from RTD (Ready To Drink) Breezers
to their flagship Bacardi Carta Blanca. Its gives us pride to
mention that Bacardi at its home plant at Bangalore uses our
best quality ENA. This is a testimony of the best quality of ENA
being produced by your Company. We are also pleased to
mention that Bacardi supplies all its brands to various states in
North and East India territory.

During the year, your Company registered gross sales value
of '' 6,306 Crore as compared to '' 5,558 Crore last year in the
Potable Spirits division.

Leadership in Country Liquor:

Your Company has the license for operations and sale of
branded Country Liquor in the States of Uttar Pradesh and
Uttarakhand and continues to maintain the commanding
position in both states. We are delighted to mention that in
Uttarakhand our brand Malta Whisky enjoys a leadership
position.

The Company is producing IMFL brands from its Gorakhpur
and Kashipur unit and has a healthy market position with wide
portfolio of brands in whisky and vodka categories. In the IMFL
segment, the Company has a wide portfolio of brands across
spectrum of Whisky and Vodka segments which have been
well accepted across markets by the consumers.

Our Amazing Vodka brand is among the top three Vodka in the
States we have launched i.e. Uttar Pradesh, Uttarakhand and
Delhi. We launched Cranberry flavour with great success in
Uttar Pradesh followed by Uttarakhand. IGL Zumba Lemoni™
is our tactical brand made out of citrus flavour which goes
well with our tropical climate. We are glad to mention that IGL
Zumba™ gained good traction in the market and we plan to
take the brand national.

During the year under review, the Potable Division-IMFL
received the Spiritz Selection Award(Gold) for Amazing
Premium Grian Deluxe Vodka (Green Apple).

During the year under review, your Company has partnered
with Amrut Distilleries Private Limited, Bengaluru, wherein,
the Company is manufacturing, bottling, marketing and
selling Amrut’s premium brands for Whisky, Brandy and Rum
segments, on royalty basis for different north Indian states.
These brands include “Amrut’s Maqintosh Special Edition”,
Amrut’s Maquintosh White Label(whisky), Amrut’s Bejois
XO(Brandy) and Amrut’s Old Port(Rum).

All these brands compliment IGL’s organic brands namely
Soulmate Whisky (did a million cases last year), Beach House
XXX Rum, Amazing Vodka & its flavours - Green Apple,
Cranberry & Orange, Zumba Lemoni Naturally Citrus White
Rum and Zumba Black Spiced Rum (Dark Rum).

With this now IGL has complete portfolio of brands and is
poised to gain market share in all segments in the next couple
of years.

The Excise Policy in Delhi offers a lucrative space for IMFL
players and as such continues to be a high growth market for
the Company. Our Soulmate Blu whisky is one of the leading
brands being sold in this category.

Your Company is a registered supplier to the Indian Defence
forces through CSD & Para Military Forces and have gained
significant pie in Para Military business. Over the last year, our
Para Military Business has been doing very well. From three
brands in FY 23-24, we are presently supplying five brands
namely Beach House XXX Premium Rum, Single Reserve
Deluxe Whisky, Soulmate Blu Whisky, IGL Zumba Lemoni
Citrus Rum and IGL Zumba Black Spiced Rum to Para Military
Forces in various States of India.

Ennature Bio-Pharma

The Ennature Bio-pharma division of the Company operates in
the space of Plants based Active Pharmaceuticals Ingredients
(APIs), Nutraceuticals and Nicotine. Ennature Biopharma is a
global leader in Thiocolchicoside API, a highly potent muscle
relaxant and also in Nicotine and its derivatives. The division
continues to have a strategic partnership with Algatechnologies
(Part of the Solabia Group, France) for highly specialized
Astaxanthin and Fucoxanthin ingredients.

The manufacturing facility is located at Dehradun and is
accredited with EU-GMP certification from the European
agency(EDQM), WHO GMP, Current Good Manufacturing
Practices (CGMP), ISO 9001, ISO 16128, ISO 22000, Hazard
Analysis and Critical Control Points (HACCP), Kosher and
Halal. The division holds a CEP (Certification of Suitability)

from EDQM for its two flagship APIs-Thiocolchicoside &
Colchicine which certifies that our APIs are in line with the
highest European standards of quality, safety and efficacy. The
division has an advanced production facility, including Super
Critical CO2 Fluid Extraction (SCFE) & solvents’ extraction
facility, for production of APIs of plant origin, standardized &
branded Nutraceutical ingredients as well as Nicotine & its
derivatives.

The division is fully supported by a well equipped R & D center
with capability to develop products from lab to commercial
scale. The R & D center is fully integrated-from chemistry and
formulation development to analytical research and process
optimization.

The division has registered sales value of '' 217 Crore for
FY 2024-25, as compared to '' 202 Crore in previous year,
registering an increase of about 7%.

The APIs derived from plant sources continued to register
a steady growth and remained one of the leading player in
global markets. While retaining its leadership position for
Thiocolchicoside in the export market, the division has
also established itself as the market leader the domestic
segment. In Nicotine segment, focus remained on efficiency
enhancement initiatives and aggressive diversification of
customer base and building a value added pharma customers
for Nicotine Replacement Therapy products. The Company is
also developing new APIs in order to reduce dependency on
the Thiocolchicoside.In Nutraceuticals business, the division
established its presence in South East Asian markets and
continue to expand its footprint in the USA. Further, during
the year under review, the division has received Clean Label
Project (“CLP”) verification for its branded Nutraceuticals
ingredients-Maxicuma and Xanthogreen - reinforcing our
commitment to enhance product safety and quality in the
global markets. The Company has successfully added
couple of branded specialty Nutraceuticals ingredients using
proprietary patented technology platforms. In order to remain
competitive and protect its intellectual property, the Company
in addition to the existing filed patents had also filed a new
patent application during the period under review.

The division continue to have better margins for Thiocolchicine
and Colchicine due to cost reduction by enhancing the process
efficiency. The Company has achieved highest ever export
volumes for Thiocolchicoside.

Future Outlook- Expansion, Modernization and Diversification

IGL has consistently prioritized innovation in both products
and processes by leveraging sustainable chemistries and
renewable resources. This strategy has helped the Company
maintain market leadership in value-added products and

strengthen its competitive position with end-users. This
success is driven by the integration of advance technologies
and robust safety systems, which guarantee reliable product
quality. To better meet customer expectations, IGL has
implemented a New Product Development (NPD) system
designed to deliver timely and innovative solutions. The
Company has transformed from a producer of renewable
chemicals into a global leader in Specialty Chemicals, utilizing
C-smart and bio-based feedstocks- surpassing several global
competitors. Cost efficiencies in high volume products have
been realized through validated processes that improve yields,
boost production efficiency, and incorporate alternative raw
materials. These improvements have shortened the batch
cycles, reduced utility expenses and ensured consistent
product availability.

The Company has identified and is actively working on the
following key areas to drive growth:

I. New Bio-based Specialties.

ii. Polyglucoside chemistries.

iii. Carbon smart based Specialties.

IV. Green Solvents including Bio- Amine Chemistry.

V. Biopolymers/ Specialty Block-co-Biopolymer and its
derivatives.

vi. Potable Spirits.

VII. Bio-fluel.

VIII. Ennature Biopharma - Nutraceuticals and Plant based
API''s.

IGL positions itself as a trusted partner for customers, supporting
them in meeting their sustainability goals. Its upcoming product
lines are designed to promote a circular economy and drive
further progress in sustainable development. The Company
has strategically identified new opportunities to expand its
portfolio with value-added, eco-conscious products.

By emphasizing the use of bio-based and environmentally
friendly ingredients, IGL aligns with global sustainability
trends while addressing the growing market demand for green
solutions across multiple sectors. The integration of high-
performance chemicals ensures that these products deliver
superior effectiveness and reliability.

A major strength of IGL is its in-house R&D team, which is
dedicated to developing each product using advanced,
innovative techniques. This ensures the creation of forward¬
thinking solutions that are not only environmentally responsible
but also meet the evolving demands of key industries.

As we begin this journey of exploration and innovation, we
understand the value of working together. After successfully
opening our R&D center in Kashipur, we are further expanding
our research capabilities by setting up a new pilot facility to
develop specialty molecules. We are also working to increase
our production capacity. IGL is committed to building strong

relationships with customers, suppliers, and industry partners,
using shared knowledge and resources to achieve success
together.

The launch of new product lines and the growth of our specialty
chemicals division mark a significant and promising phase in
IGL’s journey. With a strong focus on quality, innovation, and
sustainability, we are well-positioned to embrace emerging
opportunities, tackle challenges, and move confidently toward
a more successful and sustainable future—for both the
Company and its partners.

The Company has made notable progress in becoming more
self-reliant and innovative. The commissioning of grain-
based distillery plants in Kashipur and Gorakhpur has been
instrumental in this achievement, helping reduce dependence
on ethanol imports and supporting the nation''s ethanol
blending initiatives.

In line with its sustainability vision, IGL has implemented
innovative waste management practices. The Company has
established a plant to manufacture granulated potash fertilizer
utilizing potash-rich fly ash generated from slop incineration
boilers. This initiative not only addresses environmental
concerns by converting waste into valuable products but also
aligns with IGL’s strategy of creating wealth from waste.

As IGL navigates new challenges and seizes emerging
opportunities, strong collaboration and strategic partnerships
continue to be key to its success. Driven by a dedication to
quality, innovation, and sustainable growth, IGL is focused
on building a stronger and more successful future for the
Company and all its stakeholders.

Finance

During the year under review, your Company has raised
term loan amounting to '' 753.03 Crore. The Company
has successfully repaid its entire outstanding liability of
Export Performance Bank Guarantee of USD 17.80 million
('' 113.42 Crore) to the customers against the commitments as
on 31^st March, 2025. Further, the Company has re-paid, upon
maturity, term loan of '' 367.25 Crore during the year.

The Company has been regular in meeting its obligations
towards payment of principal/interest to Banks/NBFCs.

Details of the Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act,
2013 (“the Act”) are provided in the notes to the standalone
financial statements which form part of the Annual Report.
The Company had discontinued its fixed deposits scheme
in the FY 2009-10 and has not accepted any fresh deposits
covered under Chapter V of the Act during the year. There
are no overdue deposits as on 31^st March, 2025. During the
year under review, no unclaimed deposit was required to be
transferred to Investor Education and Protection Fund (IEPF).

The financial statements of the Company (including of
subsidiaries) have been prepared in accordance with the
recognition and measurement principles laid down under
Ind-AS as presented under Section 133 of the Act read with
the relevant rules issued thereunder and the other accounting
principles generally accepted in India as applicable.

Internal Financial Controls and their Adequacy

The Company has in place adequate internal financial
controls commensurate with the size, scale and complexity
of its operations which ensures that all transactions are
authorized, recorded and reported correctly in a timely
manner. The Company periodically discusses and reviews at
its Audit Committee and with its auditors the effectiveness of
the internal financial control measures implemented by the
Company including with reference to the Financial Statements
of the Company.

The Company has a proper and adequate system of internal
financial controls which includes the policies and procedures
for ensuring the orderly and efficient conduct of its business,
including adherence to Company’s policies, the safeguarding
of its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records and
the timely preparation of reliable financial information.

In alignment with the evolving business landscape, the
Company has instituted an updated Delegation of Authority
Matrix, along with revised Standard Operating Procedures
(SOPs) and operational manuals. Furthermore, the Company
has in place a strengthened Internal Financial Controls (IFC)
frameworks with the assistance of M/s Grant Thornton (“GT”).

Listing of Securities

The shares of the Company are listed on BSE Limited (BSE)
and the National Stock Exchange of India Limited (NSE). The
respective stock code no. and symbol of the Company are
500201 and INDIAGLYCO. The annual listing fees for the year
2025-26 have been paid in advance to the Stock Exchanges.

Subsidiary, Associates, Joint Venture and Consolidated
Financial Statements

As at 31^st March, 2025, the Company had Six (6) subsidiaries
and One (1) Joint Venture Company. A brief of each of them
is given below:

IGL Finance Limited

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 ^0.16 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 Company’s 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 Company’s 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
Stakeholder’s 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 Non¬
Executive 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 Company’s
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 Auditor’s
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 2025¬
26 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 Auditor’s 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 arm’s
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 Company’s 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 Company’s 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 Company’s 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 Non¬
Executive 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 Company’s 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 Company’s growth. The Company
looks forward to their continued support in the years to come.

For and on behalf of the Board
U.S. Bhartia

Place: Noida Chairman and Managing Director

Dated: 16^th May, 2025 DIN: 00063091

---

Mar 31, 2024

The Directors are pleased to present the 40^th Annual Report on the business and operations of the Company, together with the Audited Financial Statements of your Company for the financial year ended 31^st March, 2024.

Financial Results

		(Rs. in Crores)
	(except earnings per share)
Particulars	Year ended	Year ended
	31.03.2024	31.03.2023
Gross Sales and other income*	7,944.50	6,668.45
Earnings before interest, taxes, depreciation and amortization	423.48	325.11
Exceptional item	-	(17.57)
Profit/(loss) before tax	202.05	122.70
Provision for tax	50.32	23.96
Net profit/(loss)	151.73	98.73
Earnings per share (in '' (Basic and Diluted)	49.01	31.89
* Includes State Excise Duty, as applicable.

Dividend

Your Directors are pleased to recommend a dividend of '' 8/-(Rupee Eight Only) i.e. 80% (Previous year '' 7.50/- per equity share i.e. 75%) per equity share of face value of '' 10/- each for the financial year ended 31^st March, 2024 subject to the approval of the Shareholders in the ensuing Annual General Meeting (“AGM”). The total outgo on account of dividend will be '' 24.77 Crores (Previous year '' 23.22 Crores).

In view of the changes made under the Income-tax Act, 1961 by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The dividend recommended is in accordance with the Company’s Dividend Distribution Policy (“the Policy”) adopted in pursuance to the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”). The Policy contains broad parameters and factors while recommending/declaring dividend(s) by the Board of Directors. The Policy is available on the Company’s website at https:// www.indiaglycols.com/wp-content/uploads/2023/08/Dividend-distribution-policy.pdf.

Performance Review

FY 2023-24 remain a fabulous year for India Glycols Limited, as your Company achieved its highest ever revenue. The strong performance was driven by the growth in all business

segments. Embarking on the successful commissioning of grain-based distilleries, in FY 23, of 180 KLPD and 110 KLPD in Kashipur and Gorakhpur, respectively, the capacities were further augmented to 400 KLPD in Kashipur in FY 24 which would further be enhanced to 500 KLPD in the current fiscal. The Company is also aiming to increase the grain-based distillery capacities in Gorakhpur to 290 KLPD. The augmented capacities are a step to move towards self-sufficiency. The ramped up in-house capacity of ethanol is expected to boost new businesses such as ethanol blending programme of the Govt. of India and usage in the New Specialty Business in addition to continuous supplies to Potable Business. The rising price of feedstock in terms of grain prices and ethanol remain a challenge as they continued to impact the margins. Also, the Red Sea conflict issue arising out of geo-political situation affected the business towards the US and Europe regions.

During the FY 2023-24, on a standalone basis, your Company registered total revenue of '' 7,944 Crores as compared to '' 6,668 Crores in FY 2022-23, an increase of over 19% indicating strong growth. The profit after depreciation and tax for the FY 2023-24 was '' 152 Crores in comparison of ''99 Crores in the FY 2022-23. The Bio-based Specialties and Performance Chemicals business garnered increased revenue of approx. 19 % and also the improved margins in comparison to last financial year. Similarly, for Potable Spirit segment, the revenue was increased by over 18% and significant growth in margins over the previous year owing to markets expansions and channelizing the para-military and Canteen Stores Department (“CSD”) business and uptake of volumes across operating states. With enhanced capacities for nicotine and nutraceuticals and new entry in South East Asian markets, the Ennature Bio-Pharma (Nutraceuticals) Business registered a decent revenue growth of about 7% over the previous year. Depending upon the product mix and margins, the Company optimized the usage of imported alcohol and in-house capacities. Under the current scenario, the outlook for the near future remains positive.

During the year under review, no amount was transferred to reserves.

Material Changes and Commitments Affecting the Financial Position of the Company

There were no material changes and commitments affecting the financial position of the Company between the end of financial year and date of this report. There has been no change in the nature of the business of the Company.

Credit Ratings

During the financial year 2023-24, CARE Ratings Limited (“CARE”), a credit rating Agency, has revised ratings for the long-term/short-term bank facilities of the Company.

The instrument wise ratings details and the revisions

therein during financial year 2023-24 are given in Corporate

Governance Report which forms part of this Report.

Bio-Based Specialities and Performance Chemicals

Bio-based Glycols, Bio-Polymers and Industrial Gases

IGL, a leading manufacturer of bio-based glycols, ethanol, and industrial gases, continues to carve a path of sustainability and innovation in various sectors. With a focus on renewable sources, strategic partnerships, and cutting-edge technologies, IGL is reshaping industries while aligning with global sustainability goals.

In the realm of bio-based glycols, IGL stands out with its flagship product, Bio-based MEG, renowned for its significantly reduced carbon footprint. Despite challenges in the chemicals market, including declining prices of petro-based MEG and economic slowdowns, IGL navigated through innovative strategies, retaining sales volume and expanding market share in Far East and SE Asia.

In the domain of bio-polymers, IGL leverages India’s abundant guar resources, catering to diverse industries such as oil drilling, textiles, food, and water treatment. Despite challenges in the shale gas industry, IGL anticipates growth opportunities driven by oil drilling activities and diversification into new end applications beyond the oil field segment. The Company registered a sale value of '' 39 Crores during FY 2023-24.

Looking towards the future, IGL embarks on a new journey with the introduction of specialty chemical products. With a focus on sustainability and efficiency, your Company commissioned a New Specialty Unit plant capacity of 5,000 MT (depending on the product mix) during FY 24. This unit aims to develop innovative chemistries, including bio-amines, biopolymers, and green solvents. The Company has bagged sizable orders from oil and gas major companies which is an encouraging trend. By staying at the forefront of technological advancements and fostering a culture of innovation, IGL is poised to redefine industry standards and meet evolving market demands.

In the industrial gases sector, IGL continues to excel, with a focus on quality and customer satisfaction. With significant sales growth in Liquid CO₂ and other industrial gases, coupled with initiatives to enhance quality control, IGL maintains its position as a trusted supplier in both domestic and international markets. The Company registered a sale value of '' 52 Crores during FY 2023-24.

Sales of Glycols [Monoethylene Glycol (MEG), Diethylene Glycol (DEG), Triethylene Glycol (TEG), Heavy Glycols and Glycols Ether] have decreased to 44,502 MT in FY 2023-24 in comparison to 49,367 MT during the last fiscal

2022-23 and the sales value was at '' 1,206 Crores and '' 1,290 Crores, respectively.

During the year, your Company produced 40,699 MT of Glycols compared to 48,445 MT last year.

Power Alcohol (Bio-Fuels)

Owing to continued high demand of Bio-Fuels, the Company had incurred Capex to enhance the capacity of its Bio-Fuel ethanol plant at Kashipur, part whereof was commissioned in Q4/FY 24. The Company is in process to further enhance the capacities which should be commissioned in current fiscal. The Company continues to supply BioFuels to Oil Manufacturing Companies (“OMC’s”) through tender participation , as per Government of India’s Ethanol Blending Programme (“EBP”) and during the year under review, has been allocated quantities for supply of 16.55 crore liters of Ethanol with an estimated value aggregating to '' 1,164 Crores under EBP during Ethanol Supply Year from 1^st November, 2023 till 31^st October, 2024.

During the year under review, the Company registered a revenue of '' 512 Crores from sale of Power Alcohol as compared to ''126 Crores during previous year.

The Bio-based Specialty and Performance Chemical segment has been discussed in more detail in the Management Discussion and Analysis Report which forms part of this Report.

Potable Spirits (IMFL & Country Liquor) and ENA

In the potable spirits segment, IGL’s state-of-the-art distilleries produce premium quality ENA, catering to domestic and international markets. We are also working towards establishing the Company as a premier brand in the space of Indian Made Foreign Liquor (“IMFL”). We are continuously working to maintain our leadership position in the branded country liquor segment as well.

Further, the Company continues to be a major player in North India for domestic pharma markets. It remains a trusted and reliable supplier to many well established pharma, homeopathic and perfumery companies. The Company has been supplying premium quality ENA to leading alcoholic beverages companies in North India. The existing tie-up with Bacardi for bottling of their products at the Kashipur bottling unit continues to perform well.

During the year, your Company registered gross sales value of '' 5,558 Crores as compared to '' 4,705 Crores last year in the Potable Spirits division.

Your Company has the license for operations and sale of branded Country Liquor in the States of Uttar Pradesh and Uttarakhand and continues to maintain the leadership position in both states. The Country Liquor brands have been well received by the consumers in all these markets.

The Company is producing IMFL brands from its Gorakhpur and Kashipur unit. In the IMFL segment, the Company has a wide portfolio of brands across spectrum of Whisky, Vodka & Rum segments which have been well accepted across markets by the consumers. Embarking on the success of Amazing Vodka brand, the Company has launched new flavour- Cranberry- in addition to existing flavours. The Cranberry flavoured Vodka is currently rolled out in the state of Uttar Pradesh and would be launched in Uttarakhand and Delhi later. The Company offers Single Reserve & Soulmate Blu in the whisky segment and IGL Zumba Black™ & IGL Zumba Lemoni™ in Premium Rum Segment, in the states of Delhi, Uttarakhand, and Uttar Pradesh. During the year under review, the Potable Division-IMFL received Spirits Achiever Award for Amazing Premium Grian Deluxe Vodka (Green Apple).

The Excise Policy in Delhi offers a lucrative space for IMFL players and as such continues to be a high growth market for the Company. Our Soulmate Blu whisky is one of the leading brands being sold in this category.

Your Company is a registered supplier to the Indian Defence forces through CSD & Para Military Forces and have gained significant pie in Para Military business. We are presently supplying three brands namely Beach House XXX Premium Rum, Single Reserve Deluxe Whisky & Soulmate Blu Whisky to Para Military Forces across 19 States of India. The Company now also plans to introduce its premium Zumba new citrus flavoured white rum and Zumba Premium dark rum brands thus further strengthening the Company’s brand portfolio in Para Military market. The Company also plans to jack up its CSD operations in near future by launching new premium brands.

Ennature Bio-Pharma (Nutraceuticals)

The Ennature Bio-pharma division of the Company is operating in the space of Plants based Active Pharmaceuticals Ingredients (APIs) Nutraceuticals and Phytochemicals. It is a leader in high-value complex phytochemicals chemistry in India. Ennature Biopharma is also the global leader in Thiocolchicoside API, a highly potent muscle relaxant and also in Nicotine and its derivative. It has a strategic partnership with Algatechnologies (Part of the Solabia Group, France) for highly specialized Astaxanthin and Fucoxanthin ingredients.

The manufacturing facility is located at Dehradun and is accredited with EUGMP certification from the European agency(EDQM), WHO GMP, Current Good Manufacturing Practices (cGMP), ISO 9001, ISO 16128, ISO 22000, Hazard Analysis and Critical Control Points (HACCP), Kosher and Halal. The Company has also received CEP (Certification of Suitability ) from EDQM for two flagship APIs-Thiocolchicoside & Colchicine which certifies that our APIs are in line with the highest European standards of quality, safety and efficacy.

The unit has an advanced production facility, including Super Critical CO2 Fluid Extraction (SCFE) & solvents’ extraction facility, for production of standardized phytochemicals, Nutraceutical supplements and APIs of plant origin.

Despite the competitive environment (as new small players has emerged in the market), the division has registered sales value of ''202 Crores for FY 2023-24, as compared to ''189 Crores over previous year, a growth of about 7%.

The APIs derived from plant sources have been doing exceedingly well on account of steady sales and have captured major market share in the burgeoning global pharmaceutical market. While your Company has continued to maintain the leadership position for Thiocolchicoside in the export market, it has also gained major inroads in the domestic market by acquiring supply contracts with some major key accounts. In Nicotine segment, focus has been on efficiency initiatives and aggressive diversification of customer base in the short run, while building value added pharma customers for Nicotine Replacement Therapy products like gums and lozenges in the long run. Simultaneously, the Company also focused on business development of newly added APIs with a view to reduce dependency on the API-Thiocolchicoside.

With more focus on Specialty branded nutraceuticals business, the Company continues to expand its reach by establishing firm footprints in highly regulated markets in South East Asia and USA. The Company has also invested on development of new branded specialty Nutraceuticals ingredients backed up with science, clinical trials using proprietary patented technology platforms LIMAN and SCEMOD. The Company has filed two world-wide patents and one India patent to protect intellectual property. We already have five granted patents four in India and one covering US and Japan.

Strong raw material position and an upward trajectory in prices have resulted in better margins for Thiocolchicine and Colchicine. Further, the Company has achieved Highest ever volume in exports for Pure Nicotine. Focus is now on building value added nicotine products like Nicotine Polacrilex and Nicotine Ditartrate Dihydrate (NDD) in pharma and pouch segments.

The Company has continued focus on expanding branded Specialty Nutraceuticals ingredient portfolio in key global markets covering some of major growing segments like Womens Health and Cognitive health.

Future Outlook- Expansion, Modernization and Diversification

IGL has continuously focused on innovating products and processes through sustainable chemistries, utilizing renewable components to maintain market leadership in value-added products and gain a competitive advantage with end-users.

This success is attributed to IGL’s adoption of state-of-the-art technology and foolproof safety systems, ensuring consistent quality products. To meet customer demand, a New Product Development system has been implemented to deliver innovative products on time. IGL has evolved from being a producer of renewable chemicals to a leading manufacturer of Specialty Chemicals derived from C-smart and bio-based feedstocks, surpassing many major companies globally. Cost improvements for large-volume products have been achieved through process validation, enhancing yield, production efficiency, and the utilization of alternative raw materials. This has reduced batch cycle times, minimized utility costs while ensuring product availability.

IGL is positioned as the right partner for customers, aiding them in achieving sustainability objectives. Its future products will continue to facilitate the much-needed circular economy, advancing progress on the sustainability. The Company has identified new areas to build a portfolio of value-added products.

The Company has identified exploring the new areas for sustainability which not only benefit the environment but also adds value to it. By focusing on incorporating bio-based and environmentally friendly ingredients into products, not only aligning with sustainability goals but also catering to the increasing demand for eco-friendly solutions across various industries. Additionally, integrating performance chemicals ensures that the products maintain high standards of effectiveness and reliability. Having an in-house R&D team dedicated to meticulously designing each product with the latest innovative methods and approaches is a key asset. This approach ensures that the products are not only cutting-edge but also tailored to meet the evolving needs of the target industries.

As we embark on this journey of exploration and innovation, we recognize the importance of collaboration and partnership. After successful inauguration of R&D facility in Kashipur, we are continuously expanding our R&D capabilities by setting up a new pilot facility for developing specialty molecules. We are also taking steps to augment the production capability and capacity as well. IGL remains committed to forging strong relationships with customers, suppliers, and industry stakeholders, leveraging collective expertise and resources to drive mutual success.

The introduction of new product lines and the expansion of our specialty chemical segment represent an exciting chapter in IGL’s growth story. With a steadfast commitment to excellence, innovation, and sustainability, we are poised to seize new opportunities, overcome challenges, and chart a course toward a brighter, more prosperous future for our Company and our partners alike.

Your Company has made significant strides towards selfsufficiency and innovation. The commissioning of grain distillery plants at Kashipur and Gorakhpur seems to have played a crucial role in achieving this goal by reducing reliance on ethanol imports and contributing to the country’s ethanol blending targets.

As IGL embraces new challenges and opportunities, collaboration and partnership remain central to its success. With a commitment to excellence, innovation, and sustainability, IGL looks forward to shaping a brighter, more prosperous future for itself and its stakeholders.

Finance

During the year under review, your Company has raised term loan amounting to ''463.56 Crores. The Company repaid an amount of USD 5 million (''31.86 Crores) to the customers against the commitments reducing the total EPBG (Export Performance Bank Guarantee) liability to USD 17.80 million (''113.42 Crores) as on 31^st March, 2024. Further, the Company has re-paid, upon maturity, term loan of ''221.98 Crores during the year.

The Company has been regular in meeting its obligations towards payment of principal/interest to Banks/NBFCs.

Details of the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 (“the Act”) are provided in the notes to the standalone financial statements which form part of the Annual Report. The Company had discontinued its fixed deposits scheme in the FY 2009-10 and has not accepted any fresh deposits covered under Chapter V of the Act during the year. There are no overdue deposits as on 31^st March, 2024. During the year under review, no unclaimed deposit was required to be transferred to Investor Education and Protection Fund (IEPF).

The financial statements of the Company (including of subsidiaries) have been prepared in accordance with the recognition and measurement principles laid down under Ind-AS as presented under Section 133 of the Act read with the relevant rules issued thereunder and the other accounting principles generally accepted in India as applicable.

Internal Financial Controls and their Adequacy

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations which ensures that all transactions are authorized, recorded and reported correctly in a timely manner. The Company periodically discusses and reviews at its Audit Committee and with its auditors the effectiveness of the internal financial control measures implemented by the Company including with reference to the Financial Statements of the Company.

The Company has a proper and adequate system of internal financial controls which includes the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

In line with the changed business environment, the Company has the updated delegation of authority matrix/ SOP’s/manual in place. Further, the Company, has engaged M/s Grant Thornton (“GT”) for testing of IFC framework. Previously also, GT had assisted the Company for implementation of strengthened IFC framework which was also validated and tested by them for certain period.

Listing of Securities

The shares of the Company are listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The respective stock code no. and symbol of the Company are 500201 and INDIAGLYCO. The annual listing fees for the year 2024-25 have been paid in advance to the Stock Exchanges.

Subsidiary, Associates, Joint Venture and Consolidated Financial Statements

As at 31^st March, 2024, the Company had Five (5) subsidiaries and One (1) Joint Venture Company. A brief of each of them is given below:

IGL Finance Limited

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, 2024, IGLFL has incurred a loss of '' 0.43 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, 2024, ICSPL has incurred a loss of '' 0.44 Lakh.

Ennature Bio Pharma Private Limited Ennature Bio Pharma Private Limited (“EBPPL”) 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 year ended 31^st March, 2024, EBPPL has incurred a loss of '' 0.39 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, 2024, IGL Chem International Pte. Ltd. has earned a profit of '' 180.57 Lakhs. 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 Company’s products and related activities in the American and Latin American regions. During the year ended 31^st March, 2024, IGL Chem International USA LLC has earned a profit of '' 118.72 Lakhs.

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, 2024, CISCPL has earned a profit of '' 3,402.05 Lakhs.

Sale/Transfer of Investment in Associate Shakumbari Sugar and Allied Industries Limited

During the year under review, in pursuance to the authorizations granted by the Board of Directors in their meeting held on 30^th March, 2023 and pursuant to the terms of the Transaction Documents, as amended from time to time, on 8^th September, 2023, the Company had transferred Shakumbari Sugar and Allied Industries Limited’s (“SSAIL”) balance (i) 29.03% equity shareholding (i.e. 1,47,13,138 equity shares) and (ii) 29% preference shareholding (i.e. 29,00,000 preference shares) to Faith Mercantile Private Limited, Meir Commodities India Private Limited and R K AND D Investment Private Limited (collectively “the Buyers”), in the second and final tranche, and received ''17,61,314 (Rupees Seventeen Lakh Sixty One Thousand Three Hundred Fourteen only) from the Buyers. As part of the transaction, the Buyers had also paid an amount of ''90,28,23,686/- (Rupees Ninety Crore Twenty Eight Lakhs Twenty Three Thousand Six Hundred Eighty Six only) in

aggregate after adjustment in terms of Transaction Documents towards repayment of the ICD’s of SSAIL.

Subsequent to the said transfers, SSAIL has also ceased as an associate company of the Company.

The consolidated financial statements of the Company and its subsidiaries, joint venture for the FY 2023-24, 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 3^rd November, 2023 appointed Shri Alok Singhal (DIN: 10359043) as an Executive Director and Key Managerial Personnel of the Company in the category of Whole time Director of the Company for a period of 3 (Three) years w.e.f. 1^st December, 2023 till 30^th November, 2026, which was also approved by the Members of the Company by way of an Ordinary Resolution passed through Postal Ballot on 25^th December, 2023, in place of Shri Sudhir Agarwal (DIN: 08602216) whose term as an Executive Director and Key Managerial Personnel ended from the close of business hours on 30^th November, 2023 and accordingly, ceased as an Executive Director and Key Managerial Personnel of the Company on 30^th November, 2023 (close of Business hours). The Board places on record its sincere appreciation for the contributions made by Shri Sudhir Agarwal during his tenure as an Executive Director of the Company.

Earlier, during the year under review, upon completion of his term, Shri Sajeve Bhushan Deora (DIN: 00003305) ceased as an Independent Director of the Company w.e.f. the close of business hours on 30^th April, 2023. The Board places on

record its sincere appreciation for the contributions made by him during his tenure as an Independent Director of the Company.

Further, the Board of Directors of the Company, on the recommendation of NRC at its meeting held on 2^nd February, 2024 appointed Shri Ravi Kumar (DIN: 02362615) as an Independent Director of the Company, not liable to retire by rotation, to hold the office for a term of 5 (Five) consecutive years w.e.f. 2^nd February, 2024 upto 1^st February, 2029 which was also approved by the Members of the Company by way of a Special Resolution passed through Postal Ballot on 25^th March, 2024.

Further, Shri Uma Shankar Bhartia (DIN: 00063091), Director of the Company is retiring by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Your Directors also recommend the re-appointment of Shri Uma Shankar Bhartia, the retiring Director, for your approval.

The Company has received requisite declarations as required under section 152(4) of the Act from Shri Bhartia along with the intimation that he 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 Company’s management and meets the requirement of integrity, expertise and experience (including proficiency).

During the Financial Year 2023-24, 4 (Four) 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, 2024, 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 Stakeholder’s Relationship Committee.

The detailed note on the composition of the Board and its committees is provided in the Corporate Governance report of the Company. During the year, all the recommendations made by the Committees 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 is available on the website of the Company i.e. www.indiaglvcols.com under link https://www. indiaglvcols.com//wp-content/uploads/2023/07/nomination-remuneration-and-evaluation-policy.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, 2024.

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

As on 31^st March, 2024, the Audit Committee comprises Three Non-Executive Independent Directors, namely, Shri Pradip Kumar Khaitan (Chairman), Shri Ravi Jhunjhunwala, Shri Jagmohan N. Kejriwal and one Executive Director, Shri Alok Singhal (w.e.f. 1^st December, 2023). During the year under review, Shri Sajeve Bhushan Deora and Shri Sudhir Agarwal ceased as a member of this Committee from the close of the business hours on 30^th April, 2023 and 30^th November, 2023 respectively.

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, 2024, 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, 2024 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 Company’s performance on ESG (Environment, Social and Governance) parameters for FY 2023-24 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 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 2023-24 is part of the Annual Report.

The notes on financial statements referred to in the Auditor’s 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 2023-24.

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

Secretarial Auditor & Secretarial Audit Report

The Board appointed M/s Mukesh Agarwal & Co., Company Secretaries (CP No.- 3851) as Secretarial Auditor for the Financial Year 2023-24 in terms of provisions of Section 204 of the Act. The Secretarial Audit Report for the financial year ended 31^st March, 2024 was considered by the Board in its meeting held on 28^th May, 2024 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.

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 2024-25 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 Auditor’s Report for the year 2022-23 was filed with Central Government within the prescribed time.

Related Party Transactions

During the FY 2023-24, Related Party Transactions (RPTs) as defined under Section 188 of the Act read with rules made thereunder and the SEBI Listing Regulations, were at arm’s 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 revised pursuant to the amendments to the SEBI Listing Regulations and the same has been uploaded on the Company’s website at https://www.indiaglvcols.com//wp-content/uploads/2023/Q7/ related-partv-transactions-policv.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, 2023 and 30^th September, 2023 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. 56 of the Standalone financial statements forming part of the Annual Report.

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

Your Company works actively on various projects efficiently, approaching and targeting reduction in Green House Gases (GHG) emissions.

The Company has installed unique technology for converting distillery spent wash into fuel at both the plants viz. Kashipur and Gorakhpur. Through this technology, the spent wash is concentrated through five effect evaporator. The concentrate is utilized as fuel to substitute coal in a specifically designed boiler. The high pressure steam so generated is passed through the turbine for power generation and low pressure steam after turbine is utilized in the plant processes. Due to this, your Company is saving fossil fuel in terms of coal and substituting the essential power generation through DG sets.

Your Company has received certification of Energy Management System (ISO 50001:2018) under integrated management system.

The information in accordance with the provisions of Section 134(3)(m) of the Act read with the Rule 8 of the Companies (Accounts) Rules, 2014 is 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 Company’s 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 Company’s CSR policy statement and the annual report on CSR activities undertaken during the financial year ended 31^st March, 2024, 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.

As on 31^st March, 2024, the CSR Committee comprises two Executive Directors namely Shri U.S. Bhartia (Chairman)and Shri Alok Singhal (w.e.f. 1^st December, 2023) and two NonExecutive Independent Directors namely, Shri Pradip Kumar Khaitan and Shri Jitender Balakrishnan. During the year under review, Shri Sudhir Agarwal ceased to be a member of this Committee from the close of the business hours on 30^th November, 2023.

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, details whereof 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.

Your Company’s 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-7-2023-24.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 places on record its deep appreciation for the support and co-operation received from Central Government, the State Governments of Uttarakhand and Uttar Pradesh, governmental and regulatory authorities, Bankers, customers, lenders, suppliers, vendors, dealers, members, other stakeholders and business associates during the year under review.

Your Directors also place on record their sincere appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company in achieving the growth. The Company looks forward for their continued support in the future.

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Mar 31, 2023

The Directors are pleased to present the 39^th Annual Report on the business and operations of the Company, together with the Audited Financial Statements of your Company for the financial year ended 31^st March, 2023.

Financial Results*	(Rs. in Crores) (except earnings per share)
Particulars	Year ended 31.03.2023	Year ended 31.03.2022
Gross Sales and other income’	**
- Continuing operations:	6,668.45	6,622.86
- Discontinued operations:	-	214.07
Total	6,668.45	6,836.93
Earnings before interest, taxes, depreciation and amortization
- Continuing operations:	325.11	278.90
- Discontinued operations:	-	21.65
Total	325.11	300.55
Exceptional item	(17.57)	200.63
Profit /(loss) before tax
- Continuing operations:	122.70	341.38
- Discontinued operations:	-	13.72
Total	122.70	355.10
Provision for tax
- Continuing operations:	23.96	66.25
- Discontinued operations:	-	3.45
Net profit/(loss)
- Continuing operations:	98.73	275.12
- Discontinued operations:	-	10.27
Total	98.73	285.39
Earnings per share (in '') (Basic and Diluted)
- Continuing operations	31.89	88.86
- Discontinued operations	-	3.32
- Continuing & discontinued operations	31.89	92.18
Dividend on Equity Shares	23.22	23.22

*The BioEO (Speciality Chemicals) Business was transferred on 30^th June, 2021 in terms of Business Transfer Agreement and Joint Venture Agreement executed on 11^th March, 2021, accordingly, in pursuance to the provisions of Indian Accounting Standards(Ind AS), the same has been disclosed as discontinued operations in the Standalone financial statements for the FY 2021-22.

** Includes State Excise Duty, as applicable.

Dividend

Your Directors are pleased to recommend a dividend of ''7.50/-(Rupee Seven and Paise Fifty Only) per equity share of face value of ''10/- each (i.e. 75%) for the financial year ended 31^st March, 2023 subject to the approval of the Shareholders in the ensuing Annual General Meeting (“AGM”). The total outgo on account of dividend will be ''23.22 Crores.

In view of the changes made under the Income-tax Act, 1961 by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The dividend recommended is in accordance with the Company''s Dividend Distribution Policy (“the Policy”) adopted in pursuance to the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”). The Policy contains broad parameters and factors while recommending/declaring dividend(s) by the Board of Directors. The Policy is available on the Company''s website at https://www.indiaglycols.com/investors/downloads/Dividend-distribution-policy.pdf

Performance Review

FY 2022-23 has been a challenging year for the business as business recovery continued to gain momentum through out the year. The Raw Material escalation in terms of price continued to put enormous pressure on the cost margins. Despite the business challenges, the Company demonstrated a resilient performance throughout the year. IGL has forayed into grain-based ethanol by installing two grain-based distilleries of 180 kilo litres per day and 110 kilo litres per day in Kashipur and Gorakhpur, respectively. Today, the Company has not only reduced importing alcohol to a large extent from overseas but also moving towards self-sufficiency on the same with commissioning of these capacities.

During the FY 2022-23, on a standalone basis, your Company registered total revenue of '' 6,668 Crores as compared to '' 6,837 Crores in FY 2021-22, a marginal decline of 2.47%. The profit after depreciation and tax for the FY 2022-23 was '' 99 Crores in comparison of '' 285 Crores in the FY 2021-22 (included an exceptional gain from slump sale of Company''s BioEO (Speciality Chemicals) Business). In the financial year 2022-23, the continued escalated feed stock prices put substantial pressure on margin across sectors. The Bio-based Specialties and Performance Chemicals business earned improved margins and largely maintained profits despite a dip of about 17% in the revenue in comparison to last financial year. For Potable Spirit segment, despite an increased gross revenue of 7% over previous year, margins moderated due to sharp escalation in ethanol cost & input cost and inability of the Company to increase the selling price as it is controlled by the government. With enhanced capacities for couple of API''s, the

Ennature Biopharma (Nutraceuticals) Business registered an excellent revenue growth of about 24% over the previous year.

The Company continues to source green feedstock of molasses and started procuring grain (broken rice) for the manufacturing of alcohol and associated products.

Under the current scenario, the outlook for the near future remains positive.

During the year under review, no amount was transferred to reserves.

The COVID 19 pandemic is far from over and continues to pose challenges to the business environment across the globe. We continue to adhere to the guidelines issued by the Government of India on a timely basis. The Company continues to follow the COVID appropriate behavior and continues to encourage the employees to follow the same.

Material Changes and Commitments Affecting the Financial Position of the Company

There were no material changes and commitments affecting the financial position of the Company between the end of financial year and date of this report. There has been no change in the nature of the business of the Company.

Awards and Recognitions

Recognitions are a validation of our customer focus and quality. During the year under review, the Potable Division-IMFL received several awards such as:

• Spirits Achiever Award for Zumba Lemoni.

• Spirits Selection Gold Award for Single Reserve.

• Spirits Selection Silver Award for Amazing Plain.

• Ind Spirits Ambrosia Award for best Standard Vodka for Amazing Plain.

• Product Debut Award of the Year in Rum: Gold Medal for Zumba Lemoni.

Credit Ratings

During the financial year 2022-23, CARE Ratings Limited (“CARE”), a credit rating Agency, has assigned ratings to the long-term/short-term bank facilities of the Company and Outlook is stable. The instrument wise ratings are as follows:

Instrument Type	Rating/Outlook	Rating Action
Fund-based - LT-Bank guarantee	CARE A; Stable	Assigned
Fund-based - LT-Cash credit	CARE A; Stable	Assigned
Fund-based - LT-Term loan	CARE A; Stable	Assigned
Non-fund-based - ST-BG/LC	CARE A1	Assigned

Bio-Based Specialities and Performance Chemicals

The Company is the largest manufacturer of Bio-based glycols and glycols ethers made from renewable and sustainable

feedstock and Bio-based ethanol. Bio-based MEG is the largest selling product in this category and has a much lower carbon footprint and therefore helps companies reduce their carbon footprint targets as carbon footprint is one of the key indicators to measure climate change as set out in the UNSDGs - United Nations Sustainability Development Goals.

The year 2022-23 continue to be very challenging for the chemicals business. The year witnessed sharp decline in the international prices of Ethylene Oxide and Propylene Oxide which resulted in low prices of our competition products. The situation was compounded by high processing cost due to increase in energy prices after Russia-Ukraine conflict. The situation was also impacted by low demand from China and extremely low production costs of competition products within China. Some volume of Bio-MEG business was lost due to policy shift in US market in favour of recycled PET Domestic Glycol prices remained low so we took a conscious decision to reduce volumes in domestic market.

Due to the adverse market scenario, export volumes of Glycol Ethers to China and SE Asia dropped significantly as local China prices were low. Sale volume of Bio-MEG also reduced due to lower sales to US. Sales of Glycols [Monoethylene Glycol (MEG), Diethylene Glycol (DEG), Triethylene Glycol (TEG), Heavy Glycols and Glycols Ether] have decreased from 81,077 MT during the FY 2021-22 to 49,367 MT in FY 2022-23 and the sales value was at '' 1,555 Crores and '' 1,290 Crores, respectively.

During the year, your Company produced 48,445 MT of Glycols compared to 86,152 MT last year.

With the reduced pace and impact of Covid-19, during the year under review, the Company''s sale for Hand Sanitizer was negligible. The last year sale was '' 11.04 Crores.

Exports

Due to challenging global scenario, the Company registered a lower sales value of '' 577 Crores during the year under review as compared to '' 717 Crores during previous year. Discontinuation of export of EOD business impacted the exports of the Company. Decline in global demand, high inflation and lower prices of competition products led to a decline in overall exports of Glycol Ethers. However, in the Glycols segment, the Company was able to retain sales volume by adopting innovative pricing models and strategic positioning in niche markets.

The Company continues to hold the ''Three Star Export House'' status as granted by Government of India.

Potable Spirits (IMFL, Country Liquor) and ENA

During the year, your Company registered gross sales value of '' 4,705 Crores as compared to '' 4,393 Crores last year in the Potable Spirits division. However, Extra Neutral Alcohol (ENA) volume to export market witnessed a decline due to muted demand for sanitizers. The Company continues to be

a major player in North India for domestic pharma markets. It is a trusted and reliable supplier to many well established companies manufacturing homeopathic medicines and perfumery. The Company has won the trust of supplying a premium category of ENA to alcoholic beverages companies in state of Uttarakhand. The existing tie-up with Bacardi for bottling of their products at the Kashipur bottling unit performed well. The Company enjoys a position of a premium quality ENA supplier in the international markets and is gradually trying to increase its overseas market share in a price sensitive market.

Your Company has the license for operations and sale of branded Country Liquor in the States of Uttar Pradesh and Uttarakhand. The Company commanded leadership position in the Country Liquor market in both operating states i.e. Uttar Pradesh and Uttarakhand. The volumes in these states have been well received by the consumers. In the last year, we had launched a number of brands thereby giving your Company a larger portfolio for the business.

Today, the Company has a portfolio across Whisky, Vodka & Rum segments. Our brands have received a good initial traction in the market and will continue to consolidate their respective market shares in the time to come. Presently, the Company has Amazing Vodka available in 3 flavors i.e. Plain, Green Apple and Orange. In the whisky segment, the Company offers Single Reserve and Soulmate Blu in the states of Delhi, Uttarakhand and Uttar Pradesh. The Company launched Zumba™ Black and Zumba Lemoni™ during the year in review. Following the strategy of premiumisation in the Potable Spirits division, the Company launched Amazing Vodka in the Semi-Premium Segment. The brand has the distinction of being packed in a beautiful frosted, printed bottle with brilliant blend which has imported enhancers/flavours. The Company had also launched Amazing Vodka in Green Apple & Orange flavours. Amazing Vodka has been well accepted by the consumers of Uttar Pradesh, Uttarakhand and Delhi. Encouraged by the good success of the brand, the Company intends to take the brand into the states of Haryana and Punjab. Single Reserve and Zumba rum has been well-received by the consumers across the operating states.

The policy in Delhi offers a lucrative space for Indian Made Foreign Liquor (“IMFL”) companies and continues to be a high growth market for your company. Our Soulmate Blu whisky is one of the leading brands being sold in this category. Amazing Vodka is making steady progress in the Vodka segment and is available in 3 flavours in the operating states.

The Company launched a premium flavored rum named “Zumba Lemoni Citrus Rum” in the month of September, 2022. This brand is currently rolled out only in the states of Uttarakhand and Uttar Pradesh. In the upcoming financial year, the Company would launch this in Delhi, Rajasthan, Haryana and Punjab. We aspire to take this brand national in line with other brands as well.

The Company is producing IMFL brands from its Gorakhpur and Kashipur unit and couple of tie-up units. With focus on brand extension of the Bunty® family, Bunty vodka continues to command a leadership position in the state of Uttar Pradesh. Today this brand is available in 5 refreshing flavours. All SKUs (Stock Keeping Unit) have been well received by the consumers. We strive to deliver delighting products to our consumers across the operating states.

The Company is a registered supplier to the Indian Defense forces through CSD & Para Military Forces with the flagship brand “Beach House XXX Premium Rum”. The Company now also plans to introduce premium new Whisky and Vodka brands thus further strengthening the Company''s brand portfolio in CSD & Para Military market.

Power Alcohol (Bio-Fuels)

The Company has Power Alcohol plants at Kashipur and Gorakhpur units with a capacity of 130 KLPD and 100 KLPD, respectively and supplied Power Alcohol to Oil Manufacturing companies (“OMC''s”) through their tender process, as per Government of India''s Ethanol Blending Programme for blending in Petrol. With both grain distilleries commissioned, the Company would be able to cater the growing demand in Bio-fuel segment.

During the year under review, the Company registered a revenue of '' 126 Crores from sale of Power Alcohol as compared to '' 9 Crores during previous year.

Ennature Bio-Pharma (Nutraceuticals)

The Ennature Bio-pharma division of the Company is operating in the space of Plants based API''s Nutraceuticals, Phytochemicals Health Supplement Ingredients. It is a leader in high-value complex phytochemicals chemistry in India. Ennature Biopharma is also the global leader in Thiocolchicoside API, a highly potent muscle relaxant. It has a strategic partnership with Algatechnologies (Part of the Solabia Group, France) for highly specialized Astaxanthin and Fucoxanthin ingredients.

The manufacturing facility is located at Dehradun and is accredited with EU written confirmation, WHO GMP, Current Good Manufacturing Practices (cGMP), ISO 9001, ISO 22000, Hazard Analysis and Critical Control Points (HACCP), Kosher and Halal. Also, in order to further reach aggressively the regulated market of several European countries, the Company had also applied for EUGMP certification from the European agency-EDQM. Subsequent to March, 2023, the requisite audit has been completed by the European drug agency.

The unit has an advanced production facility, including organic certified Super Critical cO2 Fluid Extraction (SCFE) & biobased solvents'' extraction facility, for production of standardized botanical extract, phytochemicals, food supplements, spice extracts and active pharmaceuticals ingredients (APIs) of natural plant origin.

The division has achieved sales of ''189 Crores for FY 202223, as compared to ''153 Crores over previous year. Even, in challenging markets, the Company has been able to maintain market share and leadership position in the Thiocolchiside API segment and registered substantial growth in the Nicotine business.

The APIs derived from plant sources have been doing exceedingly well with some of the molecules having gained significant growth and captured major market share in the burgeoning global pharmaceutical market. While your Company has maintained the leadership position for Thiocolchicoside in the export market, it has also gained major inroads in the domestic market by acquiring supply contracts with major key accounts. The next focus with Nicotine is in the pharmaceutical industry with nicotine salts for Nicotine Replacement Therapy products like gums, lozenges and pouches. Business Development activities are also being done to enter the huge US Nicotine market. Simultaneously, the Company also focused on development of new API''s with a view to reduce dependency on the API-Thiocolchiside.

With more focus on nutra business, the Company has undertaken major business development activities in the lucrative markets of US, Europe and SEA to leverage the branded nutraceutical ingredient market with the help of Maxicuma, Xanthogreen, Tuminova & Gingeren. Another breakthrough has been the development of SCEMOD technology which is a pioneering platform for True Oil Solutions opening newer avenues in the nutraceutical space. With strong focus on R & D and formulation development, aim to diversify product portfolio to reduce dependency on a single or few products and also develop, differentiated and branded ingredients in line with requirements of US and European markets, the segment is all set for more growth.

Industrial Gases

During the year under review, the Company produced 23,595 MT of Liquid Oxygen and 709 MT of Liquid Nitrogen. Both Liquid Oxygen and Liquid Nitrogen were sold in the market and also used for in house requirements. In addition, Argon of 2,739 MT was also produced and its sales were 2,679 MT.

The Industrial Gas Division also produced Beverage and Industrial Grade Liquid Carbon Di-oxide (LCO2) at Kashipur. During the year, your Company has produced 26,542 MT of LCO2 and its sale was 25,750 Mt.

Your Company also produced ETO (Ethylene Oxide & Carbon Dioxide Gas Mixtures) under the trade name IGL-STERI GAS at its Kashipur Plant. It is suitable for sterilization of disposable surgical & medical devices, spices and packing substances like rubber, plastic etc.

The Company has an in house facility for production of EO and LCO2 which are also used in the production of ETO. It is the only plant in India to have such manufacturing facility which manufactures both these gases and gives us a distinct

edge over other suppliers in the market. During the year under review, the Company has sold 1,492 MT of Steri Gas as compared to 1,343 MT in the last year.

Further, the Industrial Gases segment registered total sales of all gases of '' 41 Crores during FY 2022-23 against a sale of '' 46 Crores during the last year.

Future Outlook- Expansion, Modernization and Diversification

IGL has been a front runner in establishing its businesses with sustainability at its core. It has been possible only because of the fact that the Company adopts state-of-the-art-of technology with fool-proof systems of safety as well as consistent quality products, while utilizing renewable resources. IGL has been at the forefront of taking novel initiatives to create a new paradigm, each time a need arises. IGL stands ahead of all big companies in the world by graduating from being a producer of renewable chemicals to become the leading manufacturer of Specialty Chemicals derived from C-smart feedstock. IGL would have the distinction of being the right partner for its customers helping them to achieve their sustainability objectives. Like in the past, IGL’s products of future will remain a great enabler for the much needed circular economy and thus enabling progress on the UNSDGs (United Nations Sustainability Development Goals).

The Company has identified the following New areas to build a portfolio of value added products:

I. New Bio-based Specialties and performance chemicals including:

• Bio-Polymers.

• Green Solvents including those of Amine Chemistry.

• Green specialty esters chemistry.

• C-smart based Specialties.

II. Potable Spirits and ENA.

III. Ennature Biopharma (Nutraceuticals) and Plant based API''s.

Various types of products would be introduced keeping in mind the future needs of user industries. Each product would be designed by in-house R & D adopting the most innovative methods and approaches. Bio-based and environmentally friendly ingredient and Performance chemicals for various end application like Personal Care, Home Care, Automotives, Crop care, Oil Field and other applications etc. would be launched.

In FY 2022-23, your Company established a state-of-the-art new R & D facility in Kashipur, which would focus on completely new range of chemistries and application, in future. For this purpose, the pilot facilities for new Bio- Specialties have already been commissioned. The Company has already started establishing its new range of products in industries identified as above during this period. Further, during the year under review, your Company has also established a plant to manufacture Granulated potash fertilizer (PDM) utilizing

potash rich fly ash generated from Slop incineration boilers. This will not only help to protect the environment but also create wealth from waste.

Your Company has already established several collaborations with global leaders for joint R & D on a long-term basis. It has given a new dimension to new product design concepts of the Company. As a result, products being designed will have a high degree of success rate besides the development cycle being efficient in-terms of time, quality and cost.

Further, converting this challenge times into opportunity, your Company has started producing Green esters, Specialty amine derivative and c-smart specialty chemicals of superior quality and meeting global standards.

Some of the notable achievements including product development are given below:

a. Revamped and set up new R&D centre for IGL at Kashipur and at Dehradun (post getting DSIR approvals).

b. Set up a state of art new facility for manufacturing BioSpecialties and C- smart chemicals.

c. Pilot Plant facilities for new bio-specialties are commissioned and the new product development plan is being executed.

d. A large export order for a new bio-specialty chemicals received and is being serviced.

e. Approvals for derivatives of bio-polymers from foreign buyers have been received. Expect a significant growth of bio-polymer business.

f. Several new products in Potable Spirits segment launched with notable success.

g. Obtained CEP (Certificate of suitability) approvals from EU for an API in Ennature Bio-Pharma segment. This puts IGL in a strong position as far as export to EU are concerned.

After the commissioning of the grain distillery plants at Kashipur and Gorakhpur, we have been able to attain near self-sufficiency and been able to provide end products at a competitive and effective rate to our customers. This self-sufficiency is inline with the vision of an “Aatma Nirbhar Bharat”. Captive consumption of this ethanol will result in reduced reliance of ethanol imports and strengthen the forex part for the Company. Simultaneously, IGL can also provide the ethanol for blending purposes as there is robust demand potential for the ethanol produced by IGL with the government’s target to achieve 20% ethanol blending by 2025. The Company is looking forward to increase its grain distilleries capacities in near future.

In the last financial year, the newly set up R & D Center at Kashipur enables the Company to focus on the development of new derivatives, value-added products and innovate on future demands. All of these actions taken in the last year has given us a competitive edge over our peers and competition.

The Company has a strategic vision to establish itself as a manufacturer of specialty chemicals and has developed a “New Specialties Unit” at Kashipur.

In the upcoming year the Company aspires to make a lot of value-added products in the space of amines, plasticizers and other carbon-neutral products for the customers. The Joint Venture is performing as per expectations.

Finance

During the year under review, your Company has raised term loan amounting to '' 209.67 Crores. The Company renewed the EPBG advance for USD 22.80 million ('' 145.28 Crores) after meeting repayment obligations for FY 2022-23. The Company repaid an amount of USD 17.8 million ('' 113.42 Crores) to the customers against the commitments reducing the total liability to USD 22.80 million (''145.28 Crores) as on 31^st March, 2023. Further, the Company has re-paid, upon maturity, term loan of '' 158.37 Crores during the year.

The Company has been regular in meeting its obligations towards payment of principal/interest to Banks/NBFCs.

Details of the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 (“the Act”) are provided in the notes to the standalone financial statements which form part of the Annual Report. The Company had discontinued its fixed deposits scheme in the FY 2009-10 and has not accepted any fresh deposits covered under Chapter V of the Act during the year. There are no overdue deposits as on 31^st March, 2023. During the year under review, no unclaimed deposit was required to be transferred to Investor Education and Protection Fund (IEPF).

The financial statements of the Company (including of subsidiaries) have been prepared in accordance with the recognition and measurement principles laid down under Ind-AS as presented under Section 133 of the Act read with the relevant rules issued thereunder and the other accounting principles generally accepted in India as applicable.

Internal Financial Controls and their Adequacy

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations which ensures that all transactions are authorized, recorded and reported correctly in a timely manner. The Company periodically discusses and reviews at its Audit Committee and with its auditors the effectiveness of the internal financial control measures implemented by the Company including with reference to the Financial Statements of the Company.

The Company has a proper and adequate system of internal financial controls which includes the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Subsequent to updation of delegation of authority matrix/ SOP’s/manual in line with the changed business environment

in earlier years, the Company has also implemented the more strengthened IFC framework in consultation with M/s Grant Thornton in recent times.

Listing of Securities

The shares of the Company are listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The respective stock code no. and symbol of the Company are 500201 and INDIAGLYCO. The annual listing fees for the year 2023-24 have been paid in advance to the Stock Exchanges.

Subsidiary, Associates, Joint Venture and Consolidated Financial Statements

As at 31^st March, 2023, the Company had Five (5) subsidiaries, One (1) associate and One (1) Joint Venture Company. A brief of each of them is given below:

Shakumbari Sugar and Allied Industries Limited

The Company has a sugar manufacturing plant in the state of Uttar Pradesh through its subsidiary Company Shakumbari Sugar and Allied Industries Ltd. (“SSAIL”) with a crushing capacity of 5,500 tons crushed per day (TCD) along with a modern distillery of 65 KL per day (KLPD) producing high quality rectified spirit and an internal bagasse fired cogeneration plant of 11 MW catering to the captive power needs of the sugar and distillery units.

During the year under review, SSAIL’s operations remain discontinued. Further, during FY 22-23, in pursuance to the authorisations granted by the Board of Directors in their meeting held on 30^th March, 2023, the Company, inter-alia, executed, a Share Purchase Agreement with Faith Mercantile Private Limited (“FMPL”), Meir Commodities India Private Limited (“MCIPD”) and R K AND D Investment Private Limited (“RKD”) (collectively “the Buyers”), for sale of: (i) 98.885% equity shareholding; (ii) 100% preference shareholding of SSAIL held by the Company and other selling shareholder of SSAIL; and (iii) repayment of entire Inter corporate deposits (received from various entities) of SSAIL (“ICD’s”).

In terms of the executed agreements, the Buyers agreed to invest '' 87,50,00,000 (Rupees Eighty-Seven Crores Fifty Lakh Only) (“Consideration”), subject to certain pre-closing and postclosing adjustments (including adjustment for working capital, interest, etc.) in accordance with the terms of the executed agreements/documents, to be utilized in the manner set out below:

(i) '' 86,89,88,790 (Rupees Eighty Six Crores Eighty Nine Lakhs Eighty Eight Thousand Seven Hundred Ninety Only) shall be invested by the Buyers in the form of loans and advances, to be utilized by SSAIL for repayment of the entire outstanding ICDs (Buyers have given an advance amount of '' 53,90,00,000 (Rupees Fifty Three Crores Ninety Lakhs) to SSAIL as of 31^st March, 2023);

(ii) '' 50,11,210 (Rupees Fifty Lakhs Eleven Thousand Two Hundred Ten only) towards acquisition of 98.885% of the

total equity shares issued by SSAIL, of which '' 25,86,210 (Rupees Twenty Five Lakhs Eighty Six Thousand Two Hundred Ten Only) will be received by the Company for transferring its entire 51.03% equity shareholding;

(iii) '' 10,00,000 (Rupees Ten Lakhs only) towards acquisition of 100% of the total preference shares issued by SSAIL, of which '' 5,10,000 (Rupees Five Lakhs Ten Thousand only) will be received by the Company for transferring its entire 51% preference shareholding.

Accordingly, in pursuance to the executed documents, subsequent to sale of its 22% equity shareholding and preference shareholding by the Company to the Buyers on 31^st March, 2023, SSAIL ceased to be a subsidiary on 31^st March, 2023 (from the time of sale of shares). The remaining shares would be transferred on or before 15^th August, 2023 or such extended date that may be mutually agreed in terms of the executed documents upon receipt of balance consideration and completion of other condition precedent.

During the year ended 31^st March, 2023, SSAIL has earned a profit of '' 3,258.94 Lakhs.

IGL Finance Limited

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, 2023, IGLFL has incurred a loss of '' 0.44 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, 2023, ICSPL has incurred a loss of '' 0.49 Lakh.

Ennature Bio Pharma Private Limited

Ennature Bio Pharma Private Limited (“EBPPL”) 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 year ended 31^st March, 2023, EBPPL has incurred a loss of '' 0.43 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, 2023, IGL Chem International Pte. Ltd. has incurred a loss of ''19.57 Lakhs.

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 Company''s products and related activities in the American and Latin American regions. During the year ended 31^st March, 2023, IGL Chem International USA LLC has incurred a loss of '' 147.44 Lakhs.

Clariant IGL Specialty Chemicals Private Limited (erstwhile IGL Green 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, 2023, CISCPL has earned a profit of '' 2,185.68 Lakhs.

Sale/Transfer of Investment in Associate/Joint VentureKashipur Infrastructure and Freight Terminal Private Limited

During the year under review, in pursuance to the authorisations granted by the Board of Directors in their meeting held on 31^st October, 2022, the Company post execution of a Share Purchase Agreement (“SPA”) on 31^st October, 2022 with Gateway Distriparks Limited (“Buyer”) sold its entire 42.31% shareholding (i.e. 26,74,418 shares) of Kashipur Infrastructure and Freight Terminal Private Limited (“KIFTPL”) to the Buyer on 23^rd December, 2022 and received '' 61,17,76,649 (Rupees Sixty One Crores Seventeen Lakhs Seventy Six Thousand Six Hundred Forty Nine only) after adjustment in terms of SPA. Further, Company’s affiliate has also transferred 6.61% shareholding (i.e. 4,17,725 shares) of KIFTPL to the Buyer in accordance with the term of the SPA.

Subsequent to the said transfers, KIFTPL ceased to be a Joint Venture/Associate of the Company.

The consolidated financial statements of the Company and its subsidiaries, joint ventures for the FY 2022-23, 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/associate 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.indiaglvcols.com.

A separate statement containing salient features of the financial statements of subsidiaries, associates and Joint ventures 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 at its meeting held on 10^th November, 2022 re-appointed Shri Sudhir Agarwal (DIN: 08602216) as Executive Director and Key Managerial Personnel of the Company in the category of Whole time Director of the Company, for a further period of 1 (One ) year w.e.f. 1^st December, 2022 till 30^th November, 2023 which was also approved by the members of the Company by way of an Ordinary Resolution passed through Postal Ballot on 25^th December, 2022.

Further, Smt. Pragya Bhartia Barwale (DIN: 02109262), Director of the Company is retiring by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. Your Directors also recommends the re-appointment of Smt. Pragya Bhartia Barwale, the retiring Director, for your approval.

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

Further, subsequent to closure of FY 2022-23, upon completion of his term of five (5) years, Shri Sajeve Bhushan Deora (DIN: 00003305) ceased to be an Independent Director of the Company on 30^th April, 2023 (close of Business hours). The Board places on record its sincere appreciation for the contributions made by him during his tenure as an Independent Director of the Company.

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(I)

(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 Company''s management and meets the requirement of integrity, expertise and experience (including proficiency).

During the Financial Year 2022-23, Six (6) 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, 2023, 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 Stakeholder''s Relationship Committee.

The detailed note on the composition of the Board and its committees is provided in the Corporate Governance report of the Company. During the year, all the recommendations made by the Committees 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 is available on the website of the Company i.e. www.indiaglycols.com under link https://www.indiaglycols.com/investors/downloads/ nomination-remuneration-and-evaluation-policy.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, 2023.

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/investors/downloads/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. www.indiaglycols.com under link https://www.indiaglycols.com/investors/downloads/ vigil-mechanism-policy.pdf

As on 31^st March, 2023, the Audit Committee comprises Four Non-Executive Independent Directors, namely, Shri Pradip Kumar Khaitan (Chairman), Shri Ravi Jhunjhunwala, Shri Jagmohan N. Kejriwal, Shri Sajeve Bhushan Deora (ceased to be a director w.e.f. 30^th April, 2023 (close of business hours)) and one Executive Director, Shri Sudhir Agarwal.

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, 2023, 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, 2023 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 & 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 Company''s

performance on ESG (Environment, Social and Governance) parameters for FY 2022-23 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 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 M/s K.N. Gutgutia & Co., Chartered Accountants (Registration No. 304153E), Statutory Auditors on the financial statements of the Company for the financial year 2022-23 is part of the Annual Report.

The notes on financial statements referred to in the Auditor’s 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 2022-23.

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

Secretarial Auditor & Secretarial Audit Report

The Board appointed M/s Mukesh Agarwal & Co., Company Secretaries (CP No.- 3851) as Secretarial Auditor for the Financial Year 2022-23 in terms of provisions of Section 204 of the Act. The Secretarial Audit Report for the financial year ended 31^st March, 2023 was considered by the Board in its meeting held on 24^th May, 2023 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.

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 2023-24 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 Auditor’s Report for the year 2021-22 was filed with Central Government within the prescribed time.

Related Party Transactions

During the FY 2022-23, Related Party Transactions (RPTs) as defined under Section 188 of the Act read with rules made thereunder and the SEBI Listing Regulations, were at arm’s 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 revised pursuant to the amendments to the SEBI Listing Regulations and the same has been uploaded on the Company''s website at https://www.indiaglvcols.com/investors/downloads/related-party-transactions-policy. 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, 2022 and 30^th September, 2022 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. 57 of the Standalone financial statements forming part of the Annual Report.

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

Your Company works actively on various projects efficiently, approaching and targeting reduction in Green House Gases (GHG) emissions.

The Company has installed unique technology for converting distillery spent wash into fuel at both the plants viz. Kashipur and Gorakhpur. Through this technology, the spent wash is

concentrated through five effect evaporator. The concentrate is utilized as fuel to substitute coal in a specifically designed boiler. The high pressure steam so generated is passed through the turbine for power generation and low pressure steam after turbine is utilized in the plant processes. Due to this, your Company is saving fossil fuel in terms of coal and substituting the essential power generation through DG sets.

Your Company has received certification of Energy Management System (ISO 50001:2018) under integrated management system.

The information in accordance with the provisions of Section 134(3)(m) of the Act read with the Rule 8 of the Companies (Accounts) Rules, 2014 is 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 Company''s 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/investors/ downloads/csr-policy.pdf

The Company''s CSR policy statement and the annual report on CSR activities undertaken during the financial year ended 31^st March, 2023, 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.

The CSR Committee comprises two Executive Directors namely Shri U.S. Bhartia (Chairman) and Shri Sudhir Agarwal and two Non-Executive Independent Directors namely, Shri Pradip Kumar Khaitan and Shri Jitender Balakrishnan.

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, details whereof 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.

Your Company''s 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 Risk Management Committee meeting 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/investors/ downloads/form-mgt-7-2022-23.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

Your Directors acknowledge with gratitude the continued assitance, co-operation and encouragement received from Central Government, the State Governments of Uttarakhand and Uttar Pradesh, governmental and regulatory authorities, Bankers, customers, lenders, suppliers, vendors, dealers, members, other stakeholders and business associates during the year under review.

Your Directors also appreciate and value the contribution made by each and every employee of the Company. The Company looks forward for their continued support in the future.

For and on behalf of the Board

U.S. Bhartia

Place: Noida Chairman and Managing Director

Dated: 24^th May, 2023 DIN: 00063091

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Mar 31, 2018

To The ‘Members

The Directors are pleased to present the 34^th Annual Report on the business and operations of the Company, together with the Audited Financial Statements of your Company for the financial year ended 31^st March, 2018.

FINANCIAL RESULTS

(Rs. in Crores) (except earnings per share)

Particulars	Year ended 31.03.2018	Year ended 31.03.2017
Gross Sales and other income	4165	3590
Earnings before interest, taxes, depreciation and amortization	335	244
Profit/(loss) before depreciation and amortization, exceptional item and tax	218	122
Depreciation and amortization	69	68
Profit /(loss) before tax	149	54
Provision for tax	51	9
Net profit/(loss)	98	45
Earnings per share (in Rs.)	31.68	14.38
Proposed dividend on Equity Shares	12.38	3.10
Tax on dividend	2.55	0.63

Gross Sales till 30^th June, 2017 includes Central Excise Duty, as applicable, and thereafter is net of Goods and Service Tax in accordance with the provisions of Ind-AS.

DIVIDEND

Keeping in view the good performance of your Company, your Directors are pleased to recommend a dividend of Rs.4/-(Rupee Four Only) per equity share of face value of Rs.10/each (i.e. 40%) for the financial year ended 31^st March, 2018 subject to the approval of the Shareholders in the ensuing Annual General Meeting. The total outgo on account of dividend will be Rs.14.93 Crores including dividend tax.

PERFORMANCE REVIEW

During the FY 2017-18 on a standalone basis, your Company recorded total revenue of Rs.4,165 Crores as compared to Rs.3,590 Crores in FY 2016-17, an increase of about 16%. The profit after depreciation and tax for the FY 2017-18 increased to Rs.98 Crores as compared to Rs.45 Crores earned during the FY 2016-17, an increase of about 120% representing robust growth over the previous year. The Nutraceutical and Chemical businesses performed well and remained major contributors to the good financial performance of the Company.

The other factors for the Company’s good performance were favorable realization value for Mono Ethylene Glycol in the international and domestic markets, ample availability of molasses, a feedstock, at competitive prices. Also, due to diversion of alcohol towards Ethanol Blending in Gasoline given the exorbitant price offered by the Government for procurement of ethanol, the Company is importing the same since last 2-3 years and have continued the same trend in the year under review, as the same is available in international market at lower prices vis-a-vis the local market.

Under the current scenario, the outlook continues to remain encouraging in the near term.

During the year under review, no amount was transferred to reserve.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of financial year and date of this report. There has been no change in the nature of the business of the Company.

AWARDS AND RECOGNITIONS

During the year under review, your Company has been awarded/conferred the following awards:

1. Best Innovative Logistics Award” in the category of “Smart Exporter - Chemicals”

2. | Grand Gold Award’ for seventh year in a row by Monde Selection Committee, Belgium, for attaining high level of quality for Extra Neutral Alcohol (ENA).

During the year under review, India Ratings & Research (Ind-Ra), a credit rating Agency up-graded the Company’s Long-term Issuer Rating to ‘IND BBB ’ from ‘IND bBb’ with Outlook stable. The instrument-wise ratings are as follows:

Instrument Type	Rating/outlook	Rating Action
Fund-based Limit	IND BBB /Stable/ IND A2	Upgraded
Non Fund based Limit	IND A2	Upgraded
Term Loan	IND BBB /Stable	Upgraded

CHEMICALS

The Company is the largest manufacturer of Bio-Mono Ethylene Glycol (Bio-MEG) in the world made out of renewable feedstock i.e. Molasses and Ethanol. Bio-MEG has an application, inter-alia, in making PET bottles, which is used for packaging of beverage products.

Sales of Glycols [Monoethylene Glycol (MEG), Diethylene Glycol (DEG), Triethylene Glycol (TEG) and Heavy Glycols] have increased from 88,294 MT during the FY 2016-17 to 1,13,439 MT in FY 2017-18 and whereas, the sales value was at Rs.649 Crores and Rs.965 Crores, respectively.

Sales under Ethylene Oxide Derivatives (EOD) business increased to 99,609 MT in FY 2017-18 from 98,107 MT during previous year and the sales value was Rs.980 Crores and Rs.981 Crores, respectively.

During the year, your Company produced 1,08,204 MT of Glycols compared to 82,711 MT last year. Ethylene Oxide Derivatives (EODs) production has been 98,283 MT compared to 97,322 MT last year.

EXPORTS

Your Company achieved the export sales value of Rs.917 Crores during the year under review as compared to Rs.864 Crores during previous year.

The Company continue to hold the ‘Three Star Export House’ status as granted by Government of India.

ETHYL ALCOHOL (POTABLE) & EXTRA NEUTRAL ALCOHOL

During the year, your Company registered total sales value of Rs.1,379 Crores as compared to Rs.1,301 Crores last year in the Ethyl Alcohol (Potable) division. Due to persistent efforts for export of high quality Extra Neutral Alcohol (ENA), the Company has gained the position of premium quality ENA supplier in the international markets.

The existing tie-up with Bacardi for bottling of their products at the Kashipur bottling unit continues to grow in strength. Your Company is having license for operations in and sale of Country Liquor and Indian Made Foreign Liquor (IMFL) in the States of Uttar Pradesh and Uttarakhand. Further, during the year under review, the Company launched ‘Soulmate Blu’, a Premium Whisky in semi-premium segment in few more states in addition to the States of Uttarakhand and Haryana. Also, under the new liquor policy of State of Uttar Pradesh effective from 1^st April, 2018 opening the market for all players for their brands, the Company intends to start selling its own IMFL brands in the state.

The Company being a registered supplier to Indian Defense forces through CSD, introduced premium Rum under the brand name ‘Beach House 3 X’ in addition to the other regular brands of Rum during the year under review. ENNATURE BIO-PHARMA DIVISION The Ennature Bio-pharma division of the Company is operating in the space of Nutraceuticals, Phytochemicals & health supplement ingredients. The manufacturing facility is located at Dehradun and is accredited with EU written confirmation, WHO GMP, Current Good Manufacturing Practices (cGMP), ISO 9001, ISO 22000, Hazard Analysis and Critical Control Points (HACCP), Kosher and Halal. The unit was an EOU, however, given surge in growth in domestic market and with GST paving the way for ensuring level playing field, the unit voluntarily applied for cessation to be an EOU and post requisite approvals from the authorities, the unit ceased to be an EOU w.e.f. 31^st May, 2017.

The unit has an advanced production facility, including organic certified super critical Fluid extraction & ethanol extraction facility, for production of Standardized Botanical Extract, Phytochemicals, food supplements, Spice Extracts and Active Pharmaceuticals ingredients (API) of natural plant origin. During the year, additional capacity has been created to meet the surging demands of the products.

The APIs derived from plant sources have been doing exceedingly well with some of the molecules having gained significant growth and captured major market share in the burgeoning global pharmaceutical market.

Your Company is working on many new APIs which will be launched in the next few years.

The division has achieved sales of Rs.180 Crores for FY 2017-18, as compared to Rs.148 Crores over previous year. Both domestic & exports sales have shown marked improvement, existing products sales have increased with increase in the customer base and more usage from the old customers.

Some of the products developed successfully during the year include Liquid Nicotine & various salts, for the cigarette replacement therapy in addition to organic Natural Astaxanthin. The Company is growth & result oriented with an objective & concern for environment, transforming lives through green technology for isolation & purification of phytochemicals.

INDUSTRIAL GASES

During the year under review, the Company from its Air separation unit produced 21,315 MT of Liquid Oxygen and 957 MT of Liquid Nitrogen. Both Liquid Oxygen and Liquid Nitrogen were sold in the market and also used for in house requirements. In addition, Argon of 2,764 MT was also produced and its sales were 2,757 MT.

Industrial Gas Division also produced Beverage and Industrial Grade Liquid Carbon Di-oxide (LCO₂) at Kashipur. During the year, your Company has produced 32,551 MT of LCO₂ and its sale was 33,107 MT.

Your Company also produced ETO (Ethylene Oxide & Carbon Dioxide Gas Mixtures) under the trade name IGL-STERI GAS at its Kashipur Plant. It is suitable for sterilization of Disposable Surgical & Medical Devices, spices and packing substances like rubber, plastic etc. The Company has in house facility for production of EO and LCO₂ which are also used in production of ETO and as such it is the only plant in India to have such manufacturing facility, which gives us a distinct edge over other suppliers in the market. During the year under review, the Company has sold 1051 MT of Steri Gas as compared to 1,013 MT in the last year.

Further, the Industrial Gases segment registered total sales of all gases of Rs.37 Crores during FY 2017-18 against a sale of 39 Crores during the last year.

BIOMASS

India’s first multi feedstock continuous flow plant has been commissioned at India Glycols Ltd., Kashipur site with a capacity of 10 ton per day biomass processing based on DBT-ICT Technology.

This Technology is designed for handling all types of agricultural residues like Bagasse, Rice Straw, Wheat Straw, Bamboo, Cotton Stalk, Corn Stover, Wood chips etc. with optimum product yields.

So far, your Company has determined optimal plant performance and finally validated this technology for feed stocks like Bagasse, Rice Straw & Wheat Straw & cotton stalk. The Company has also generated detailed performance data sufficient to transform into full scale commercial plant. Altogether, this plant is capable of building a sugar platform which can further be transformed into various value added sugar based chemicals through biotech (green) route, other than Alcohol.

Production of Green Lactic Acid and higher esters are also planned on this facility. Technology validation trials are under progress.

FUTURE OUTLOOK / EXPANSION / MODERNISATION / DIVERSIFICATION PLANS

Your Company has continuously been focusing on innovations for products as well as for processes to maintain market leadership and competitive advantage. In order to ensure that the new products are delivered in time as per the needs of the customers, a system of New Product Development has been put in place. Also, improvements in cost of many of our large-volume products were done through process validation to improve yield, production efficiency and usage of alternative Raw Materials.

Your Company has steadily been moving from being supplier of commodity products to a supplier of performance-driven specialty products. Emphasis is being given to maximize consumption of Ethylene Oxide (EO) for high value products for niche markets.

Manufacture of Bio-MEG/Green MEG, going into packaging products with green label used in niche markets such as processed food, health care including pharmaceutical and personal care etc., is one of the most prominent success stories of your Company, in recent times. In addition, multiple initiatives have been taken to develop more Green products to meet the rising demand of environment-friendly surfactants and specialty chemicals based on renewable resources like Rice bran oil, Coconut oil, Groundnut oil, Soybean oil, Palm oil, Cashew-nut shell liquid etc. A large number of products based on Alkyl Phenols (APEO) will have to be replaced with base materials from renewable resources. Thus, meeting the needs of customers especially those who are engaged in Exports, your Company has developed specialty surfactants to replace APEO-based products. Some of the notable products introduced recently includes: (a) ‘Ether Carboxylates’ the specialty surfactants for applications such as cosmetics and personal care, high-end formulations of pesticides, emulsion, adhesives etc., as they have high resistance to temperature and water hardness, critical for these application, (b) ‘Specialty Ethoxylates’ with unique properties such as low surface tension, high dispersing, high wetting and low foaming tendencies etc. which are desired for advanced applications, (c) ‘Environment-friendly surfactants’ having special characteristics of stabilizing newer range of agrochemicals formulations such as OD, ZC, EW, mixed formulations, (d) ‘New generation green brake fluids’ of DOT 4 and 5.1 for automotive sector, catering to most modern cars etc.

Also, a number of products were introduced for high-end applications in industry sectors such as textiles, household and institutional cleaning, personal care, fabric care, water treatment, agrochemicals, paints and coatings etc. These developments will provision cost effective products to our customers who are currently using imported products.

All such products involving new chemistries and new processes will be suitable for niche applications. Thus, there will be better business for your Company in different industry sectors, thanks to these new products.

FINANCE

During the year under review, your Company has raised term loan and other credit facilities amounting to Rs.167 Crores. The Company renewed the EPBG advance for USD 91.20 million (Rs.581.09 Crores) after meeting commitments for 2 years. Out of which, an amount of USD 5.00 million (Rs.31.86 Crores) to the customers were paid against the commitments reducing the total liability to USD 86.20 million (Rs.549.23 Crores) as on 31^st March, 2018. Further, the Company has re-paid, upon maturity, term loan of Rs.115.73 Crores during the year.

The Company has been regular in meeting its obligations towards payment of principal/interest to Financial Institutions/Banks.

Details of the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the standalone financial statements which form part of the Annual Report. The Company had discontinued its fixed deposits scheme in the FY 2009-10 and has not accepted any fresh deposits covered under Chapter V of the Companies Act, 2013 during the year. There are no overdue deposits except unclaimed deposits amounting to Rs.0.20 Lakhs. During the year under review, unclaimed deposit of Rs.0.40 Lakhs was transferred to Investor Education and Protection Fund (IEPF).

W.e.f 1^st July, 2017, the Government of India has introduced the Goods and Service Tax (GST). The Company smoothly transitioned itself into the new indirect tax regime. The Gross Sales till 30^th June, 2017 includes Central Excise Duty, as applicable and thereafter, is net of GST in accordance with the provisions of Ind-AS.

For the Company, Ind-AS is applicable from 1^st April, 2016 with a transition date of 1^st April, 2015. The financial statements of the Company(including subsidiaries) have been prepared in accordance with the recognition and measurement principles laid down under Ind-AS as presented under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other accounting principles generally accepted in India as applicable.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company periodically discusses and reviews at its Audit Committee and with its auditors the effectiveness of the internal financial control measures implemented by the Company including with reference to the Financial Statements of the Company.

The Company has a proper and adequate system of internal financial controls which includes the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

LISTING OF SECURITIES

The shares of the Company are listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).The respective stock code no. and symbol of the Company are 500201 and INDIAGLYCO. The annual listing fees for the year 2018-19 have been paid in advance to the Stock Exchanges.

SUBSIDIARY COMPANIES AND JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31^st March,2017, the Company had Four (4) subsidiaries and One (1) Joint Venture Company. During the year under review there were no changes in subsidiary and Joint Ventures of the Company. A brief of each of them is given below:

Shakumbari Sugar and Allied Industries Limited

The Company has a sugar manufacturing plant in the state of Uttar Pradesh through its subsidiary Company Shakumbari Sugar and Allied Industries Ltd. (SSAIL) with a crushing capacity of 5,500 tons crushed per day (TCD) along with a modern distillery of 65 KL per day (KLPD) producing high quality rectified spirit and an internal bagasse fired co-generation plant of 11 MW catering to the captive power needs of the sugar and distillery units.

With the abolition of BIFR, SSAIL continues to evaluate and explore options in consutation with expert(s) and stakeholders for restructuring/revival/disinvestment.

During the year under review, the Central Bank of India (CBOI) has sanctioned One Time Settlement (OTS) w.r.t. the credit facilities obtained by SSAIL from CBOI and SSAIL is paying the installments as per OTS which will be completely paid off by August, 2018, while the term loans from Axis Bank Ltd. and IDBI bank Ltd. were fully re-paid during the year under review. Further, during the year, no operations at the sugar manufacturing plant were carried out. During the year ended 31^st March, 2018, SSAIL has earned a profit of Rs.46.06 Lakhs.

IGL Finance Limited

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, 2018, IGLFL has registered a loss of Rs.0.24 Lakhs.

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, 2018, IGL Chem International Pte. Ltd. suffered a loss of Rs.107.35 Lakhs.

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 Company’s products and related activities in the American and Latin American regions. During the year ended 31^st March, 2018, IGL Chem International Pte. Ltd. has suffered a loss of Rs.71.15 Lakhs.

Kashipur Infrastructure and Freight Terminal Private Limited

Kashipur Infrastructure and Freight Terminal Pvt. Ltd. (KIFTPL), a joint venture of your Company and Apollo Logisolutions Limited (“ALS”), engaged in the business of providing railway based logistic services and other facilities through its Private Freight Terminal and Inland Container Depot at Bazpur Road, Kashipur, Uttarakhand has, on receipt of all approvals, become fully operational during the year under review. The facility will serve as a multi-modal logistic facility for both EXIM and domestic cargo handling.

Your Company along with its affiliates hold 48.91% of the share Capital (44.99% by the Company and 3.92% by the affiliates) of KIFTPL while 51% of the share capital is held by ALS.

ALS is engaged in the business of providing complete and comprehensive services relating to container freight station, transportation of containers, cargo handling and has the requisite technical expertise to operate and manage inland container depot.

KIFTPL has marked its presence in the logistics segment by handling decent volumes of both inbound and outbound cargo during the year under review and is well poised for growth in the coming years.

During the year ended 31^st March, 2018, KIFTPL has suffered a loss of Rs.308.47 Lakhs.

The consolidated financial statements of the Company and its subsidiaries, joint venture for the FY 2017-18, prepared in accordance with the applicable provisions of the Act and applicable accounting standards, issued by the Institute of Chartered Accountants of India (ICAI), forms part of this 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/associate 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)

During the year under review, Shri Ashwini Kumar Sharma (DIN: 00157371), Nominee Director of State Bank of India (“SBI”), the lead Lender, ceased to be the Director of the Company w.e.f. 31^st August, 2017 (Close of business hours) upon completion of his term. However, upon his re-nomination as a Nominee Director by SBI, Shri Sharma was again appointed as a nominee director of SBI w.e.f. 9^th November, 2017 till 31^st August, 2019 .

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

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on 13^th February, 2018, approved the re-appointment of Shri M.K. Rao (DIN: 02168280) as Executive Director of the Company for a further period of two (2) years w.e.f 1^st April, 2018 till 31^st March, 2020, subject to the approval of the Shareholders of the Company in ensuing AGM .

Further, subsequent to the year ended 31^st March, 2018, Shri Sajeve Deora (DIN: 0003305) was appointed as Additional director in the category of Independent Director w.e.f 1^st May, 2018 for a period of 5 (five) years. The appointment of Shri Deora as independent director of the Company is also proposed in the forthcoming AGM.

Brief resume of the Director seeking appointment/reappointment along with the other details as stipulated under Regulation 26 and 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 [SEBI Listing Regulations] and Secretarial Standard on General Meetings (SS-2), are provided in the Notice for convening Annual General Meeting.

Except as mentioned above, there is no change in the Key Managerial Personnel during the year under review.

All the Independent Directors have furnished declarations that they fulfill the criteria of Independence as prescribed under Section 149(6) of the Act and SEBI Listing Regulations. During the Financial Year 2017-18, Five (5) Board Meetings were held. The details of the Board meetings and the attendance of the Directors there at are provided in the Corporate Governance Report and forms part of this Report.

BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013 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. 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 this Report.

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, 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, 2018.

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.comunder link:

http://www.indiaglycols.com/investors/downloads/policy-for-prevention-and-redressal-of-sexual-harrasment-of-women-at-workplace.pdf.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In terms of provisions of Section 177 of the Companies Act, 2013 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 details of the Vigil Mechanism/ Whistle Blower Policy are provided in the Corporate Governance Report and also hosted on the website of the Company (http://www. indiaglycols.com/investors/downloads/vigil-mechanism-policy.pdf).

As on 31^st March, 2018, the Audit Committee comprises three Non-Executive Independent Directors, namely, Shri Pradip Kumar Khaitan (Chairman), Shri Ravi Jhunjhunwala, Shri Jagmohan N. Kejriwal and one Executive Director, Shri M.K. Rao. 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, 2018, 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, 2018 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 Obligations and Disclosure Requirements) Regulations, 2015 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.

STATUTORY AUDITORS & AUDIT REPORT Statutory Auditors

As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s K.N. Gutgutia & Co., Chartered Accountants (Registration No. 304153E)[KNG] were appointed as the Statutory Auditors of the Company with the approval of members at the 33^rd Annual General Meeting (AgM) to hold office till the conclusion of 38^th AGM, subject to ratification of the appointment at every AGM, if required. The first year of Audit was for FY 2017-18.

The Board of Directors of the Company at their meeting held on 1^st May, 2018 on the recommendation of the Audit Committee, have recommended the appointment of KNG, as the Statutory Auditors of the Company, to hold the office from the conclusion of 34^th AGM till the conclusion of the 35^th AGM, for ratification by the Members. Appropriate resolution for the purpose is appearing in the Notice convening the 34^th AGM of the Company.

The Company has received the consent letter and a certificate u/s 139 of the Companies Act, 2013 from KNG to the effect that their ratification of appointment, if made, shall be in accordance with the applicable provisions of the Act and the Rules made thereunder.

Audit Report

The Report given by M/s K.N. Gutgutia & Co., Chartered Accountants (Registration No. 304153E), Statutory Auditors on the financial statements of the Company for the Financial year 2017-18 is part of the Annual Report. The notes on financial statements referred to in the Auditor’s 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 2017-18.

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

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

The Board appointed M/s Mukesh Agarwal & Co., Company Secretaries (CP No.- 3851) as Secretarial Auditor for the Financial Year 2017-18 in terms of provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report for the financial year ended 31^st March, 2018 was considered by the Board in its meeting held on 1^st May, 2018 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.

During the year under review, the Company has complied with all the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India.

COST AUDITORS

The Company has appointed M/s R.J. Goel & Co., Cost Accountants (FRN 000026) as Cost Auditors of the Company for the financial year 2018-19 under section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 including amendments, if any. Cost Auditors have confirmed that they are eligible under Section 141 (3) of the Companies Act, 2013 for reappointment.

The Cost Auditors’ Report for the year 2016-17 was filed with Central Government within the prescribed time.

RELATED PARTY TRANSACTIONS

During the FY 2017-18, Related Party transactions(RPTs) as defined under Section 188 of the Act read with rules made thereunder and the SEBI listing Regulations, were at arm’s 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.

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 thereunder and thus disclosure in Form AOC-2 is not required to be made by the Company. The disclosures pertaining to RPTs 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 is working actively on various projects efficiently, approaching and targeting towards Clean Development Mechanism (CDM) and reduction in Green House Gases (GHG) emissions.

The Company has installed unique technology for converting distillery spent wash into fuel at both the plants viz. Kashipur and Gorakhpur. Through this technology, the spent wash is concentrated through five effect evaporator. The concentrate is utilized as fuel to substitute coal in a specifically designed boiler. The high pressure steam so generated is passed through the turbine for power generation and low pressure steam after turbine is utilized in the plant for operation. Due to this your Company is saving fossil fuel in terms of coal and substituting the essential power generation through DG sets.

The Biomass based Cogeneration Project activity taken up by the Company at its Gorakhpur, U.P. plant is successfully registered under Clean Development Mechanism (CDM) project by United Nations Framework Convention on Climate Change (UNFCCC) for ten year fixed crediting period 16^th December, 2010 to 15^th December, 2020. Under the Clean Development Mechanism, emission reduction (or emission removal) projects in developing countries can earn certified emission reduction credits. Your Company has received certification of Energy Management System (ISO 50001:2011) under integrated management system.

The information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 is 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. The essence of CSR is to integrate economic, environmental and social objectives with the Company’s 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.

As the Company had incurred losses in terms of section 198 of the act during the last 3 financial years, accordingly, as per Section 135 of the Act, the Company was not required to spend any amount towards CSR activities during the financial year 2017-18. However, keeping in view its social responsibility commitments, the Company has voluntarily contributed to the CSR activities during the financial year ended 31^st March, 2018 amounting to Rs.24.21 Lakhs.

In accordance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the annual report on CSR activities is given at “Annexure C” to this Report.

The CSR Committee comprises two Executive Directors namely Shri U.S. Bhartia (Chairman) and Shri M. K. Rao and one Non Executive Independent Director namely, Shri Pradip Kumar Khaitan. 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 to monitor the Risk Management Plan and to mitigate the risks attached to the business of the Company. The Risk Management Committee consists of Directors and the senior management personnel of the Company, details whereof are provided in the Corporate Governance Report and forms part of this Report.

Your Company’s 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 Risk Management meeting are provided in the Corporate Governance Report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in form MGT-9 is enclosed at “Annexure D” to this Report.

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.

PARTICULARS OF EMPLOYEES

The required information as per Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given at “Annexure E” to this Report.

ACKNOWLEDGEMENT

Your Directors wish to express the grateful appreciation for the continued assistance, co-operation and encouragement received from Central Government, the State Governments of Uttarakhand and Uttar Pradesh, other governmental authorities, Banks, vendors, members and other business associates during the year under review.

Your Director also extends their appreciation to the employees for their committed services and unstinting efforts at all levels. The Company look forward for their continued support in the future.

For and on behalf of the Board

Place : Noida U.S. Bhartia

Dated : 1^st May 2018 Chairman and Managing Director

DIN: 00063091

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Mar 31, 2017

The Directors are pleased to present the 33^rd Annual Report on the business and operations of the Company, together with the Audited Financial Statements of your Company for the financial year ended 31^st March, 2017.

FINANCIAL RESULTS

(Rs, in Crores) (except earnings per share)

Particulars	Year ended 31.03.2017	Year ended 31.03.2016
Gross Sales and other income	3590	3282
Earnings before interest, taxes, depreciation and amortization	244	193
Profit/(loss) before depreciation and amortization, exceptional item and tax	122	60
Exceptional item (net)	-	61
Depreciation and amortization	68	65
Profit /(loss) before tax	54	(66)
Provision for tax	9	(24)
Net profit/(loss)	45	(42)
Earnings per share (in Rs,)	14.38	(13.67)
Proposed dividend on Equity Shares	3.10	-
Tax on dividend	0.63

Figures for FY 2015-16 have been restated as per Indian Accounting Standards (‘Ind-AS’) and, therefore, may not be comparable with financials for FY 2015-16 approved by the Directors and disclosed in the financial statement of previous year.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs, 1/-( Rupee One Only) per equity share of face value of Rs, 10/each (i.e.10%) for the financial year ended 31^st March, 2017 subject to the approval of the Shareholders in the ensuing Annual General Meeting. The total outgo on account of dividend will be Rs, 3.73 Crores including dividend tax.

PERFORMANCE REVIEW

The year ended on 31^st March, 2017 remained a good year for the Company. During the FY 2016-17 on a standalone basis, your Company recorded total revenue of Rs, 3,590 Crores as compared to Rs, 3,282 Crores in FY 2015-16, an increase of about 9.38%. Your Company registered a healthy financial performance, with profit after depreciation, exceptional items and tax for FY 2016-17 was Rs, 45 Crores as compared to a loss of Rs, 42 Crores incurred during the FY 2015-16. With an increase sale/ revenue from Nutraceutical and potable liquor business, adoption of several operational efficiency measures resulting in savings in power & fuel cost and a focus on cost management, the Company could achieve this performance, inspite of pricing pressure.

Also, after a long gap, Mono Ethylene Glycol prices have shown increasing trend due to increase in the global crude prices. The Company has increased reliance on imported alcohol instead of domestic alcohol due to diversion of alcohol towards Ethanol Blending in Gasoline given the exorbitant price offered by the Government for procurement of ethanol.

The Company expects to continue with the existing trend in the coming years.

During the year under review, no amount was transferred to the reserves.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of financial year and date of this report. There has been no change in the nature of the business of the Company.

AWARDS AND RECOGNITIONS

During the year under review, your Company has been awarded/conferred the following awards:

1. | Grand Gold Award’ for seventh year in a row by Monde Selection Committee, Belgium, for attaining high level of quality for Extra Neutral Alcohol (ENA).

2. ‘Award for Product Innovator of The Year’ in Petrochemical Sector at India Chem. 2016 by FICCI (Chemicals & Petrochemicals Division).

3. | BIRAC Innovator Award 2016’ in recognition of the significant contributions made by the Company towards the high level of innovative research for validation of technology for production of 3000 Litre ethanol/day.

4. | ICC Award for Excellence in Energy Conservation and Management’ for the year 2015.

CHEMICALS

The Company is the largest manufacturer of Bio-Mono Ethylene Glycol (Bio-MEG) in the world made out of renewable feedstock i.e. Molasses and Ethanol. Bio-MEG has an application, inter-alia, in making PET bottles, which is used for packaging of beverage products.

Sales of Glycols [Monoethylene Glycol (MEG), Diethylene Glycol (DeG), Triethylene Glycol (tEg) and Heavy Glycols] have decreased from 94,268 MT in FY 2015-16 to 88,294 MT in FY 2016-17. Resultantly, the sales value also decreased from Rs, 700 Crores to Rs, 649 Crores, respectively. Sales under Ethylene Oxide Derivatives (EOD) business increased to 98,107 MT in FY 2016-17 from 95,000 MT during previous year and accordingly, the sales value also increased to Rs, 981 Crores from Rs, 974 Crores, respectively. The Company has witnessed an increase in Sales as a result of growth in performance.

During the year, your Company produced 82,847 MT of Glycols compared to 96,245 MT last year. Ethylene Oxide Derivatives (EODs) production has been 1,30,912 MT compared to 1,08,528 MT last year.

EXPORTS

Due to persistent pressure in external environment, total export sales value was registered at Rs, 864 Crores during the FY 2016-17 as compared to Rs, 873 Crores during previous year. The primary reasons for lower exports were on account of lower Glycol Ether (EGA) sales to China as their local prices were low. The Company holds the ‘Three Star Export House’ status as granted by Government of India.

ETHYL ALCOHOL (POTABLE) & EXTRA NEUTRAL ALCOHOL

During the year, your Company registered total sales value of Rs, 1,301 Crores as compared to Rs, 1,150 Crores last year in the Ethyl Alcohol (Potable) division. Due to persistent efforts for export of high quality Extra Neutral Alcohol (ENA), the Company has gained the position of premium quality ENA suppliers in the international markets.

Your Company has a tie-up with Bacardi for bottling of their products at our Kashipur bottling unit and Bacardi has also started the bottling of more brands at our bottling facility at Kashipur.

Your Company is having license for operations in and sale of Country Liquor and Indian Made Foreign Liquor (IMFL) in the States of Uttar Pradesh and Uttarakhand. In the recent past, your Company had launched its premium products under the brand name of “V₂O Vodka” in three different flavors in Vodka category and Soulmate in Whisky category. With a view to have more penetration and in continuation with existing trend, during the year under review, the Company launched ‘Soulmate Blu’, a Premium Whisky in semi-premium segment in the states of Uttarakhand and Haryana and intends to launch the same in other states as well. Your Company also plans to launch its branded products in other states in the near future.

Further, post approval of Beach House Premium Rum for supply to Indian Defense forces through CSD, during the year under review, your Company started the supplies.

ENNATURE BIO-PHARMA DIVISION

Your Company has a business division Ennature Biopharma operating in the space of Nutraceuticals, Phytochemicals & health supplement ingredients. The manufacturing facility is located at Dehradun and is accredited with EU written confirmation, WHO GMP, Current Good Manufacturing Practices (cGMP), ISO 9001, ISO 22000, Hazard Analysis and Critical Control Points (HACCP), Kosher and Halal. The unit is an EOU, however, seeing the surging growth in domestic market and with GST paving the way for ensuring level playing, the unit has applied to cease to be an EOU.

The unit has an advanced production facility, including organic certified super critical fluid extraction & ethanol extraction facility, for production of Standardized Botanical Extract, Phytochemicals, food supplements, Spice Extracts and Active Pharmaceuticals ingredients (API) of natural plant origin.

Your Company’s strength in R&D, backed by stringent Quality Control (QC) and Quality Assurance (QA) controls in place, has the privilege of getting qualified world over by most trusted companies.

Your Company has been dynamic in implementing and adopting several initiatives that has led to a robust growth of 114 % over previous year & the division, Ennature Biopharma registered a sales of '' 148 Crores for FY 201617, as compared to '' 69 Crores over previous year. Both domestic & exports sales have shown marked improvement, existing products sales have increased with increase in the customer base and more usage from the old customers. Your Company is constantly working in development of new products to meet the ever changing market requirement, and shall introduce Natural Liquid Nicotine, for Nicotine replacement therapy in addition to organic Natural Astaxanthin. Your Company is growth oriented with an objective & concern for environment, transforming lives through green technology for isolation & purification of phytochemicals.

INDUSTRIAL GASES

During the year under review, the Company from its Air separation unit produced 22,915 MT of Liquid Oxygen and 576 MT of Liquid Nitrogen. Both Liquid Oxygen and Liquid Nitrogen were sold in the market and also used for in house requirements. In addition, Argon of 3,091 MT was also produced and its sales were 3,059 MT.

Industrial Gas Division also produced Beverage and Industrial Grade Liquid Carbon Di-oxide (LCO₂) at Kashipur. During the year, your Company has produced 34,699 MT of LCO₂ and its sale was 34,583 MT.

Your Company also produced ETO (Ethylene Oxide & Carbon Dioxide Gas Mixtures) under the trade name IGL-STERI GAS at its Kashipur Plant. It is suitable for sterilization of Disposable Surgical & Medical Devices, spices and packing substances like rubber plastic etc. The Company has in house facility for production of EO and LCO₂ which are also used in production of ETO and as such it is the only plant in India to have such manufacturing facility, which gives us a distinct edge over other suppliers in the market. During the year under review, the Company has sold 1,013 MT of Steri Gas as compared to 928 MT in the last year. Further, the Industrial Gases segment registered total sales of all gases of Rs, 39 Crores during FY 2016-17 against a sale of Rs, 38 Crores during the last year.

BIOMASS

India’s first multi feedstock continuous flow plant has been commissioned at India Glycols Ltd., Kashipur site with a capacity of 10 ton per day biomass processing based on DBT-ICT Technology.

This Technology is designed for handling all types of agricultural residues like Bagasse, Rice Straw, Wheat Straw, Bamboo, Cotton Stalk, Corn Stover, Wood chips etc. with optimum product yields.

So far, your Company has determined optimal plant performance and finally validated this technology for feed stocks like Bagasse, Rice Straw & Wheat Straw. The Company has also generated detailed performance data sufficient to transform into full scale commercial plant. Altogether, this plant is capable of building a sugar platform which can further be transformed into various value added sugar based chemicals through biotech (green) route, other than Alcohol.

FUTURE OUTLOOK OR EXPANSION / MODERNISATION / DIVERSIFICATION PLANS

Your Company has continuously been focusing on innovations for products as well as for processes, to maintain market leadership and competitive advantage. Your Company has been devoting itself for achieving reduction of cost of production, improvements in the efficiency of its operations, product differentiation and development of novel products with Green Chemistry. Your Company has been moving from being supplier of commodity products to a supplier of performance-driven specialty products. Emphasis is being given to maximize consumption of Ethylene Oxide (EO) for production of high value products for niche markets. Manufacture of Bio-MEG/ Green MEG going into packaging products with green label used in niche markets such as processed food, health care including pharmaceutical and personal care etc. is one of the most prominent successes stories of your Company. Present trends have resulted in rising demand for use of environment friendly surfactants and specialty chemicals based on renewable resources like Rice bran oil, Coconut oil, Groundnut oil, Soyabean oil, Palm oil, Cashewnut shell liquid etc. A large number of products based on Alkyl Phenols (APEO) will have to be replaced with base materials from renewable resources. Your Company has developed specialty surfactants to replace APEO-free products. Some of the products introduced recently includes, (a) ‘Ether Carboxylates’, the specialty surfactants for applications such as cosmetics and personal care, high-end formulations of pesticides, emulsion, adhesives etc. (b) ‘Specialty Ethoxylates’, with unique properties such as low surface tension, high dispersing, high wetting and low foaming etc. (c) IG Goldsurf, a series of products based on sugarcane and coconut for applications in home and personal care and pharmaceuticals. All these products are suitable for niche markets.

Simultaneously, greater efforts have also been made to widen the product portfolio (Natural Health Products) using green supercritical fluid extraction technology & photochemical as APIs with application in pharmaceutical industry.

The Marigold Lutein ester development work augmented to make Lutein with green solvent Ethanol unlike the industry using hexane. With stringent checks on pesticides the western world has come heavily on Indian extracts and herbs. The Company envisioned the change & strengthened its base to be the first to work on cultivation with restricted pesticides & evolving technology to eliminate use of pesticides at farm level.

Your Company developed Curcumin (turmeric) involving green solvent ethanol for advanced markets for use in health drinks, and the technology for manufacturing Vinpocetine from Tabersonine a neuronal tonic, working on Nicotine API for tobacco replacement.

FINANCE

During the year under review, your Company has not raised any term loan. The Company has obtained USD 114 million ('' 726.42 Crores) through long term export advances for a period of 10 years in terms of Reserve Bank of India (RBI) guidelines in the recent past. Out of which, an amount of USD 22.80 million ('' 145.33 Crores) to one of the customer was paid against the commitment for the 2 years in full reducing the total liability to USD 91.20 million ('' 581.09 Crores) which was also renewed within the due dates. Further, the Company has re-paid, upon maturity, term loan of '' 18 Crores during the year. The Company has been regular in meeting its obligations towards payment of principa^interest to Financial Institutions/ Banks. With funding from competitive sources, the Company was able to reduce the interest cost during the year under review. Details of the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the standalone financial statements which form part of the Annual Report.

The Company had discontinued its fixed deposits scheme in the FY 2009-10 and has not accepted any fresh deposits covered under Chapter V of the Companies Act, 2013 during the year. There are no overdue deposits except unclaimed deposits amounting to Rs, 0.72 lacs. During the year, unclaimed deposit of Rs, 0.81 lacs was transferred to Investor Education and Protection Fund (IEPF).

Indian Accounting Standards

The Ministry of Corporate Affairs vide its notification dated 16^th February, 2015, has made applicable the Ind-AS to certain class of Companies. For the Company, Ind-AS is applicable from 1^st April, 2016 with a transition date of 1^st April, 2015. The financial statements of the Company (including subsidiaries) have been prepared in accordance with the recognition and measurement principles laid down under Ind-AS as presented under Section 133 of the Companies Act, 2013 read with the relevant rules issued there under and the other accounting principles generally accepted in India as applicable.

The principal differences between GAAP and Ind-AS have been set out in Note no. 64 in the notes to the standalone financial statement and in Note no. 63 in the notes to the consolidated financial statement.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company periodically discusses and reviews at its Audit Committee and with its auditors the effectiveness of the internal financial control measures implemented by the Company including with reference to the Financial Statements of the Company.

The Company has a proper and adequate system of internal financial controls which includes the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

LISTING OF SECURITIES

The shares of the Company are listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The respective stock code no. and symbol of the Company are 500201 and INDIAGLYCO. The annual listing fees for the year 2017-18 have been paid in advance to the Stock Exchanges.

SUBSIDIARY COMPANIES AND JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31^st March, 2016, the Company had four (4) subsidiaries and one (1) Joint Venture Company. During the year under review, there were no changes in subsidiary and Joint Ventures of the Company. A brief of each of them is given below:

Shakumbari Sugar and Allied Industries Limited

The Company has a sugar manufacturing plant in the state of Uttar Pradesh through its subsidiary Company Shakumbari Sugar and Allied Industries Ltd. (SSAIL) with a crushing capacity of 5,500 tons crushed per day (TCD) along with a modern distillery of 65 KL per day (KLPD) producing high quality rectified spirit and an internal bagasse fired cogeneration plant of 11 MW catering to the captive power needs of the sugar and distillery units.

The net worth of SSAIL has been completely eroded due to accumulated losses and therefore, SSAIL has been declared a Sick Industrial Company under the provisions of section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) after obtaining necessary consents from its secured lenders including Central Bank of India, IDBI Bank Ltd., Axis Bank etc. IDBI Bank Ltd. being the Operating Agency has prepared and submitted the draft revival scheme for SSAIL and the final order of the BIFR on revival of SSAIL were awaited. On date of transition to Ind-AS, the Property, Plant & Equipment of SSAIL have been valued on the basis of the fair valuation in line with the Holding Company. The details of the same has been provided in note no. 63 of the consolidated financial Statement. With the abolition of BIFR, SSAIL continues to evaluate and explore options in consultation with expert(s) and stakeholders for restructuring/revival/ disinvestment. During the year, no operations at the sugar manufacturing plant were carried out due to debt burden of SSAIL and lack of adequate working capital. During the year ended 31^st March, 2017, SSAIL has suffered a loss of Rs, 10.42 Crores.

IGL Finance Limited

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. On date of transition to Ind-AS, based on the expected credit loss policy and other estimation made by the IGLFL management, IGLFL has made a provision of Rs, 11,719.71 lacs against the total outstanding of Rs, 14,444.43 lacs from NSEL. Simultaneously, the same amount has been provided for against ICD’s received from the Holding Company. IGLFL is confident of recovery of its dues from NSEL over a period of time in view of the measure which have so far been taken for and pending before the Government and other agencies. During the year ended 31^st March, 2017, IGLFL has registered a loss of Rs, 0.02 lacs.

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, 2017, IGL Chem International Pte. Ltd. suffered a loss of Rs, 12.06 lacs.

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 Company’s products and related activities in the American and Latin American regions. During the year ended 31^st March, 2017, IGL Chem International Pte. Ltd. has suffered a loss of Rs, 29.29 lacs.

Kashipur Infrastructure and Freight Terminal Private Limited

Your Company has a Joint Venture with Apollo Log solutions Limited (“ALS”) under the name Kashipur Infrastructure and Freight Terminal Pvt. Ltd. (KIFTPL) through which a Private Freight Terminal (PFT) and Inland Container Depot (I CD) have been set up for providing railway based logistic services and other facilities at Bazpur Road, Kashipur, Uttarakhand, as provided under extant guidelines of the Indian Railways.

ALS is engaged in the business of offering complete and comprehensive services relating to container freight station, transportation of containers, cargo handling and has the requisite technical expertise to operate and manage inland container depot. The Company continue to hold 48.90% of the share capital of KIFTPL while 51% of the share capital is held by ALS.

The facility, on receipt of all approvals has become fully operational w.e.f. 26^th April, 2017. The facility shall provide multi-modal logistics solutions to our Company and external customers and enhance its service delivery capacity. With the commissioning of this facility, logistics movement for both inbound and outbound cargo would become more dependable, reliable and economical, would also ensure on-time delivery of goods and enable better inventory management. During the year ended 31^st March, 2017, KiFTPL has suffered a loss of Rs, 31.01 lacs. The consolidated financial statements of the Company and its subsidiaries, joint venture for the FY 2016-17, prepared in accordance with the applicable provisions of the Act and applicable accounting standards, issued by the Institute of Chartered Accountants of India (ICAI), forms part of this 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/associate 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)

During the year under review, Shri R.C. Misra, a veteran Board member demised on 28^th April, 2016 and accordingly, ceased to be director w.e.f. 28^th April, 2016. Further, the Shareholders at their 32^nd Annual General meeting held on 24^th September, 2016 approved the reappointment of Shri Uma Shankar Bhartia (DIN: 00063091) as Chairman and Managing Director of the Company for a further period of five (5) years w.e.f 1^st April, 2016 up to 31^st March, 2021 along with proposed remuneration for a period of three years.

Shri Uma Shankar Bhartia (DIN:00063091), Chairman and Managing Director of the Company is retiring by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend the re-appointment of Shri Uma Shankar Bhartia, the retiring Director, for your approval. Brief resume of the Director seeking re-appointment along with the other details as stipulated under Regulation 26 and 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 [SEBI Listing Regulations] and Secretarial Standards on General Meetings (SS-2), are provided in the Notice for convening Annual General Meeting and Corporate Governance Report.

Further, during the year under review, Shri Kapil Bhalla resigned as Company Secretary/ KMP with effect from 15^th April, 2016 and Shri Ankur Jain, was appointed as Company Secretary and Compliance Officer/KMP with effect from 1^st July, 2016.

All the Independent Directors have furnished declarations that they fulfill the criteria of Independence as prescribed under Section 149(6) of the Act.

During the Financial Year 2016-17, Four (4) Board Meetings were held. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report and forms part of this Report.

BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013 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 judgment, 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. 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 this Report.

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, 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, 2017.

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:

http://www.indiaglycols.com/investors/downloads/policy-

for-prevention-and-redressal-of-sexual-harrasment-of-

women-at-workplace.pdf.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In terms of provisions of Section 177 of the Companies Act, 2013 read with Rules there under and SEBI Listing Regulations, the Company has established a Vigil Mechanism / Whistle Blower Policy to deal with the instances of fraud and mismanagement.

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 (http://www.indiaglycols.com/ investors/downloads/vigil-mechanism-policy.pdf).

The Audit Committee comprises three Non-Executive Independent Directors, namely, Shri Pradip Kumar Khaitan (Chairman), Shri Ravi Jhunjhunwala, Shri Jagmohan N. Kejriwal and one Executive Director, Shri M.K. Rao. 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, 2017, 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2017 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) t hey 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 Lodha & Co., Chartered Accountants, confirming compliance with the conditions of corporate governance as stipulated under the aforesaid clause is attached to Corporate Governance Report.

STATUTORY AUDITORS & AUDIT REPORT Statutory Auditors

As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s Lodha & Co., Chartered Accountants (Registration No. 301051E) as the Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting of the Company.

The Board of Directors of the Company at their meeting held on 16^th May, 2017 on the recommendation of the Audit Committee, have recommended the appointment of M/s K. N. Gutgutia & Co., Chartered Accountants (Registration No. 304153E), as the Statutory Auditors of the Company, in place of M/s Lodha & Co., Chartered Accountants (Registration No. 301051E), the retiring statutory Auditors, to hold the office for a term of 5 (five) years, from the conclusion of 33^rd Annual General Meeting (AGM) until the conclusion of the 38^th AGM, subject to ratification of their appointment by the members at every AGM, if so required. The Company has received the Consent letter and a certificate u/s 139 of the Companies Act, 2013 from M/s K.N. Gutgutia & Co., Chartered Accountants, to the effect that their appointment, if made, shall be in accordance with the applicable provisions of the Act and the Rules issued there under.

The Board places on record its appreciation for the services rendered by M/s Lodha & Co., as the Statutory Auditors of the Company.

Audit Report

The Report given by M/s Lodha & Co., Chartered Accountants (Registration No. 301051E), Statutory Auditors on the financial statements of the Company for the Financial year 2016-17 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report on standalone financial statements for FY 2016-17. However, the Auditors in their report on the consolidated financial statements for the financial year 2016-17 have invited the attention of the Shareholders towards the non-provisioning of interest amounting to Rs, 3,340.88 Lacs [Previous year Rs, 2,079.64 Lacs] (excluding penal interest, charges etc. -amount unascertained) and pending confirmation of secured loans, fixed deposits with the bank and bank balance related with Shakumbari Sugar and Allied Industries Limited (SSAIL), a subsidiary Company. Also, on preparation of financial statements of SSAIL on going concern basis. The Company has also provided its explanation/clarification as contained in Note no. 47(b) (iii) of the consolidated financial statements i.e. Interest on borrowings (which has been categorized as NPA) from Bank Rs, 3,340.88 Lacs (including previous year Rs, 2,079.64 Lacs) has not been provided, as rehabilitation scheme with Operating Agency (OA) are in process and balance of loan, fixed deposit with bank and bank balance are subject to confirmation. The Company has also provided its explanation/clarification as contained in Note no. 47(a) of the consolidated financial statements i.e. SSAIL had been incurring cash losses due to which its net worth has been completely eroded and its current liabilities are far in excess of its current assets. Accordingly, in the Year 2012

13, SSAIL had filed application with the Board for Industrial and Financial Reconstruction (BIFR). The BIFR vide its order dated 4^th April, 2013 has declared SSAIL as a Sick Industrial Company in terms of Sec 3(1)(o) of Sick Industrial Companies (Special Provisions) Act, 1985. Further, BIFR has appointed IDBI as the Operating Agency (OA) with directions to prepare a revival scheme for SSAlL and also SSAIL has filed draft rehabilitation scheme with BIFR in the year 2013-14. With the abolition of BIFR, SSAIL continues to evaluate and explore options in consultation with expert(s) and stakeholders for restructuring/revival/ disinvestment, hence, the management of SSAIL considers it appropriate to prepare Financial Statements on Going Concern basis despite the negative net worth on the balance sheet date. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

The Board appointed Ms. Sushma Chhabra, Practicing Company Secretary (Registration No.- 15832) as Secretarial Auditor for the Financial Year 2016-17 in terms of provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report for the financial year ended 31^st March, 2017 was considered by the Board in its meeting held on 16^th May, 2017 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.

COST AUDITORS

The Company has appointed M/s R.J. Goel & Co., Cost Accountants (FRN 000026) as Cost Auditors of the Company for the financial year 2017-18 under section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 including amendments, if any. Cost Auditors have confirmed that they are eligible under Section 141 (3) of the Companies Act, 2013 for reappointment.

The Cost Auditors’ Report for the year 2015-16 was filed with Central Government within the prescribed time.

RELATED PARTY TRANSACTIONS During the FY 2015-16, Related Party transactions(RPTs) as defined under Section 188 of the Act read with rules made there under and the SEBI listing Regulations, were at arm’s 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 RPTs were placed before the Audit Committee for its approval. Your Company has in place a Related Party Transactions Policy. 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 in compliance with the applicable Accounting Standards have been given in Note no. 58 of the Standalone financial statements forming part of the Annual Report.

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

Your Company is working actively on various projects efficiently, approaching and targeting towards Clean Development Mechanism (CDM) and reduction in Green House Gases (GHG) emissions.

The Company has installed unique technology for converting distillery spent wash into fuel at both the plants viz. Kashipur and Gorakhpur. Through this technology, the spent wash is concentrated through five effect evaporator. The concentrate is utilized as fuel to substitute coal in a specifically designed boiler. The high pressure steam so generated is passed through the turbine for power generation and low pressure steam after turbine is utilized in the plant for operation. Due to this your Company is saving fossil fuel in terms of coal and substituting the essential power generation through DG sets.

The Biomass based Cogeneration Project activity taken up by the Company at its Gorakhpur, U.P. plant is successfully registered under Clean Development Mechanism (CDM) project by United Nations Framework Convention on Climate Change (UNFCCC) for ten year fixed crediting period 16^th December, 2010 to 15^th December, 2020. Under the Clean Development Mechanism, emission reduction (or emission removal) projects in developing countries can earn certified emission reduction credits. Your Company has received certification of Energy Management System (ISO 50001:2011) under integrated management system.

The information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 is 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. The essence of CSR is to integrate economic, environmental and social objectives with the Company’s 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.

As the Company had incurred losses during the last 3 financial years (i.e. till financial year 2015-16), accordingly, in terms of the provisions of Section 135 of the Act, the Company was not required to spend any amount towards CSR activities during the financial year 2016-17. However, keeping in view its social responsibility commitments, the Company has voluntarily contributed to the CSR activities during the financial year ended 31^st March, 2017 amounting to Rs, 20.57 lacs.

In accordance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the annual report on Corporate Social Responsibility activities is given at “Annexure C” to this Report.

The CSR Committee comprises two Executive Directors namely Shri U.S. Bhartia (Chairman) and Shri M. K. Rao and one Non Executive Independent Director namely, Shri Pradip Kumar Khaitan. 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 to monitor the Risk Management Plan and to mitigate the risks attached to the business of the Company. The Risk Management Committee consists of Directors and the senior management personnel of the Company, details whereof are provided in the Corporate Governance Report and forms part of this Report.

Your Company’s 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 our

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 quarterly 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 Risk Management meeting are provided in the Corporate Governance Report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in form MGT-9 is enclosed at “Annexure D” to this Report.

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.

PARTICULARS OF EMPLOYEES

The required information as per Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given at “Annexure E” to this Report.

ACKNOWLEDGEMENT

Your Director would like to take the opportunity to place on record their appreciation for the committed services and contribution made by the employees of the Company at all levels. Also, your Directors wish to express their sincere appreciation for the continued support and cooperation extended by the Central Government, the State Governments of Uttarakhand and Uttar Pradesh, other governmental authorities, Banks, vendors and other business associates. The Company look forward for their continued support in the future.

For and on behalf of the Board

Place : Noida U.S. Bhartia

Dated : 16^th May, 2017 Chairman and Managing Director

DIN: 00063091

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the Thirty First Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

(Amount in RS. Crores except earnings per share)

Year ended Year ended 31.03.2015 31.03.2014

Sales and Other Income 2601 2914

Profit/(Loss) before 23 105 Depreciation, Exceptional Item and Tax

Exceptional Item (Net) 58 192

Depreciation 81 83

Profit /(Loss) Before Tax (116) (170)

Provision For Tax (55) (50)

Net Profit / (Loss) (61) (120)

Earning Per Share (In RS. ) (19.81) (38.61)

DIVIDEND

In view of the financial performance of your Company, your Directors have not recommended any dividend for the financial year 2014-15.

PERFORMANCE

During the year under review, performance of the Company has been adversely affected on account of depressed global economic situation which has resulted in reduction of commodity demand. The performance of the Company has been adversely affected due to steep fall in prices of the Chemical products and the demand for Guar Gum. The performance was further adversely affected as domestic prices of our feedstock viz. molasses and alcohol, were high on account of poor availability of alcohol and diversion of alcohol towards the implementation of Ethanol Blending with Petrol (EBP) Program of Government of India at an unrealistic price resulting in a sharp increase in the prices of alcohol.

Sales and other income for the year under review has decreased to RS. 2601 Crores as compared to RS. 2914 Crores last year. Loss after depreciation, exceptional items and tax for the year has been RS. 61 Crores as compared to loss of RS. 120 Crores last year.

CHEMICALS

The Company is the largest manufacturer of Bio-Mono Ethylene Glycol (Bio-MEG) in the world made out of renewable feedstock i.e. Molasses and Ethanol. Bio-MEG has an application, apart from other products, in PET bottles, which is used for packaging of beverage products. Sales of Glycols [Monoethylene Glycol (MEG), Diethylene Glycol (dEg), Triethylene Glycol (TeG) and Heavy Glycols] have decreased from 95,342 MT in FY 2013-14 to 90,140 MT in FY 2014-15 and in Sales Value from RS. 758 Crores in FY 2013-14 to RS. 706 Crores in FY 2014-15.

Sales under Ethylene Oxide Derivatives (EOD) business decreased to 99,034 MT in FY 2014-15 from 1,03,713 MT during previous year. However, in value terms it has increased from RS. 1,106 Crores in Fy 2013-14 to RS. 1,109 Crores in FY 2014-15. EOD business has witnessed improvement due to higher prices of Ethylene and Ethylene Oxide in the world market.

During the year, your Company produced 93,029 MT of Glycols compared to 96,275 MT last year. Ethylene Oxide Derivatives (EODs) production has been 1,36,837 MT compared to 1,05,510 MT last year.

EXPORTS

During the year under review, your Company has achieved total export turnover of RS. 1,030 Crores as compared to RS. 1,195 Crores last year. The decline in exports can be attributed to the steep fall in demand and price of guar gum. Your Company hopes to achieve reasonable growth in the overall export sales in the current year though the market conditions remain extremely challenging. Company has been granted 'One Star Export House' status by Government of India.

ETHYL ALCOHOL (POTABLE) & EXTRA NEUTRAL ALCOHOL

During the year, your Company registered total sales of RS. 691 Crores as compared to RS. 657 Crores last year in the Ethyl Alcohol (Potable) division. During the year thrust was given on the export of high quality Extra Neutral Alcohol (ENA) and IGL has gained the position of premium quality ENA suppliers in the international markets.

Monde Selection Committee is conducting evaluation sessions for different categories of consumer products & accordingly provides quality awards. Our Company has won fifth time in a row the prestigious GRAND GOLD AWARD from MONDE SELECTION, Belgium for its high quality of Extra Neutral Alcohol and also the GOLD AWARD for Soulmate Premium Whiskey for the first time.

Company has a tie-up with Bacardi for bottling of their products at our Kashipur bottling unit and Bacardi has also started the bottling of more brands at our bottling facility at Kashipur.

Company is having license for operations in and sale of Country Liquor and Indian Made Foreign Liquor (IMFL) in the States of Uttar Pradesh and Uttarakhand. During the year under review, Company has launched its premium products under the brand name of "V2O Vodka" in three flavors viz. Orange, Green Apple and Smooth. We have also extended the launch of Beach House Premium XXX Rum. During the year, the IMFL brands of the Company have been supplied to Canteen Stores Department (CSD) of Indian Defence Forces. The Company is also in the process of introducing its IMFL brands in the higher range market and a brand building program shall be introduced in the current financial year.

ENNATURE BIO-PHARMA DIVISION (100% EXPORT ORIENTED UNDERTAKING)

Company has a 100% Export Oriented Unit (100% EOU) by the name of Ennature Bio-pharma division. The unit has established Supercritical Fluid Extraction- CO2 and solvent extraction facility at Dehradun. The unit is Current Good Manufacturing Practices (CGMP), ISO 9001, ISO22000, Hazard Analysis and Critical Control Points (HACCP), Kosher and Halal certified. The R&D center at Ennature Bio-Pharma plant at Dehradun is working vigorously on the process of stabilizing and developing various Phytopharmaceutical and Nutraceutical products for the developed markets.

During the year, Company has become a qualified supplier to many large conglomerates worldwide for natural colors, nutraceuticals, health supplements and plant based Active Pharmaceuticals Ingredients (APIs). Company has established its name as a quality manufacturer and supplier with stringent Quality Control (QC) and Quality Assurance (QA) controls in place.

During the year 2014-15, Company has taken several initiatives and improved functioning of the division and reported much better results. Sales turnover of Ennature Bio-Pharma division has increased to RS. 68 Crores as compared to RS. 43 Crores last year and registered a growth of over 60%. Both domestic & export sales have increased and existing product sales have increased with increase in the customer base and more usage from the old customers.

Company has also been able to develop new products like Vinpocetine EP/BP*. Variety in Product Folio available with the Company has created better business opportunities to deeply penetrate into domestic as well as international markets. (*EP/BP - European Pharmacopoeia/British Pharmacopoeia)Company is working towards creating value for its generic products by branding, repositioning & generating technical backup with the help of professional institutes.

INDUSTRIAL GASES

During the year under review, the Company produced approximately 19,195 MT of Oxygen and 1,428 MT of Nitrogen. Both Oxygen and Nitrogen were sold in the market and also used for in house requirement. In addition, Argon of 2,864 MT was also produced and its sales were 2,770 MT.

Industrial Gas Division also produced Beverage and Industrial Grade Liquid Carbon Di-oxide (LCO2) at Kashipur. During the year the Company has produced 36,331 MT of LCO2 and its sale was 35,477 MT.

Company also produced ETO (Ethylene Oxide & Carbon Dioxide Gas Mixtures) under the trade name IGL-STERI GAS at its Kashipur Plant. It is suitable for sterilization of Disposable Surgical & Medical Devices, spices and packing substances like rubber plastic etc. The Company has in house facility for production of EO and LCO2 which are also used in production of ETO and as such it the only plant in India to have such manufacturing facility, which gives us a distinct edge over other suppliers in the market. During the year the Company has sold 913 MT of Steri Gas as compared to 722 MT in the last year.

During the year, the Industrial Gases segment registered total sales of all gases of RS. 38.00 Crores as compared to RS. 40.00 Crores in the last year.

JOINT VENTURE FOR PRIVATE FREIGHT TERMINAL (PFT)

The Company has entered into a Joint Venture with Apollo Logisolutions Limited ("ALS") for setting up a Private Freight Terminal (PFT) and Inland Container Depot (ICD) providing railway based logistic services and other facilities at Bazpur Road, Kashipur, Uttarakhand, as provided under extant guidelines of the Indian Railways. The facility is coming up at the area adjacent to the existing plant of Company at Kashipur.

ALS is engaged in the business of offering complete and comprehensive services relating to container freight station, transportation of containers, cargo handling and has the requisite technical expertise to operate and manage inland container depot. India Glycols Limited holds 48.9% of the capital contribution of the JV Company.

The Joint Venture Company will develop, manage and operate Private Freight Terminal (PFT) and Inland Container Depot (ICD) at Kashipur, Uttarakhand. The facility is expected to be operational by Q3 of this financial year.

The facility shall provide multi-modal logistics solutions to our Company and external customers and enhance its service delivery capacity. With the commissioning of this facility, logistics movement for both inbound and outbound cargo would become more dependable, reliable and economical, would also ensure on-time delivery of goods and enable better inventory management.

EXPANSION / MODERNISATION / DIVERSIFICATION PLANS

Your Company is actively pursuing growth opportunities and looking at areas to reduce its cost of production. The Company is also evaluating plans to further expand its Ethoxylates capacity to improve its product portfolio.

At Dehradun Herbal plant, Diesel boiler has been replaced with green herbal waste/briquette based boiler, which would result in significant fuel cost saving.

With the Commissioning of 12 MW Bio-mass based co- generation plant based on Multi-fuel i.e. Rice Husk & Concentrated Spent Wash (Slop) for Power generation, the Company has started sale of the surplus power to the Power Grid. This new setup is designed to supply approx. 8 MW per hour Power to the Grid after meeting the in- house requirements. With the successful commissioning of this Power Project, we are contributing towards reduction of the power deficit in the Uttar Pradesh State and also meeting our commitment of zero effluent discharge from our distillery Plant.

The Company is setting up a 10 ton biomass/day capacity pilot plant to convert lignocellulosic agricultural waste biomass to ethanol by using the bench-scale process developed at DBT-ICT Centre for Energy Bio-Sciences, Mumbai. The Pilot Plant will use agricultural non-fodder lignocellulosic waste (i.e. Rice Straw, Wheat Straw & Bagasse) as feedstock to manufacture ethanol. The plant will aim at solving technical roadblocks in Lignocellulosic Ethanol Technology in order to improve the overall situation with regard to alcohol availability. The plant is being set-up with the Department of Bio-Technology aid/loan.

The Company has started manufacturing of special spirits, maturation and bottling of high proof brands. The Company has started to produce Bacardi brands including Superior white rum, flavoured rum in five variants, black rum, Eristoff Vodka in four variants and Bacardi whisky. The Company is in the process of developing a new premium range Whisky. The Company is also introducing its premium range Rum for supply to the CSD of Indian Defence Forces.

The Company has also set up a guar-gum based Propylene Oxide (PO) derivatives plant for oil field industry.

The Company in its Board Meeting held on 18th December, 2014 granted approval for the Segregation of the non core rental business of the Company for reducing the debt and improving the liquidity position of the Company. The Shareholders have approved, through Postal Ballot, by way of a special resolution under Section 180(1)(a) and 188 of the Companies Act, 2013 for sale of "Rental Business" of the Company to IGL Infrastructure Private Limited for a consideration of RS. 184.20 Crores being enterprise value. The said segregation shall also help to achieve the other objectives such as reduce business complexity and release management time, provide impetus to future growth and create structure amenable for raising funds through leverage of assets and income.

FINANCE

During the year under review, Company has raised Term Loans of RS. 239 Crores and repaid total loans of RS. 286 Crores. The Company has been regular in meeting its obligations towards payment of principal/interest to Financial Institutions/Banks. Details of the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

The Company had discontinued its fixed deposits scheme in the financial year 2009-10 and has not accepted any fresh deposits covered under Chapter V of the Companies Act, 2013 during the year. There are no overdue deposits except unclaimed deposits amounting to RS. 3.36 Lacs. During the year, unclaimed deposit of RS. 1.24 Lacs was transferred to IEPF.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company periodically discusses and reviews at its Audit Committee and with its auditors the effectiveness of the internal financial controls measures implemented by the Company including with reference to the Financial Statements of the Company.

The Company has a proper and adequate system of internal financial controls which includes the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

LISTING OF SECURITIES

The shares of the Company are listed on BSE Limited and the National Stock Exchange of India Limited (NSE).

SUBSIDIARY COMPANIES

Shakumbari Sugar and Allied Industries Limited

The Company operates a sugar manufacturing plant in the state of Uttar Pradesh through its subsidiary Company M/s Shakumbari Sugar and Allied Industries Ltd. (sSaIL) with a crushing capacity of 7,500 tons crushed per day (T CD) alongwith a modern distillery of 65 KL per day (KLPD) producing high quality rectified spirit and an internal bagasse fired co-generation plant of 11 MW catering to the captive power needs of the sugar and distillery units.

The net worth of Shakumbari Sugar and Allied Industries Limited (SSAIL) has been completely eroded due to accumulated losses and, therefore, the Company has been declared a Sick Industrial Company under the provisions of section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) after obtaining necessary consents from its secured lenders including Central Bank of India, IDBI Bank Ltd., etc. IDBI Bank Ltd. being the Operating Agency has prepared and submitted the revival scheme for SSAIL, and the final order of the BIFR on revival of SSAIL is awaited. During the year the operations of the sugar manufacturing plant ceased to operate due to mounting debt burden of the Company and the uneconomical sugar scenario in the State of Uttar Pradesh. During the year ended 31st March, 2015, SSAIL suffered a loss of RS. 25.42 Crores.

IGL Finance Limited

IGL Finance Ltd. (IGLFL) is a 100% subsidiary of the Company. IGL Finance Ltd. had invested funds in short term commodity financing contracts by the National Spot Exchange Ltd. (NSEL). Even though NSEL has defaulted in settling the contracts on due dates we are confident of recovery of our dues from NSEL over a period of time in view of the action taken by the Government and other investigating agencies. Company has so far recovered RS. 10.31 Crores from NSEL. During the year ended 31st March, 2015, IGLFL suffered a loss of RS. 0.74 Lacs.

IGL Chem International Pte. Ltd.

IGL Chem International Pte. Ltd., a 100% subsidiary in Singapore to augment its activities in South Eastern region & 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 31st March, 2015, IGL Chem International Pte. Ltd. suffered a loss of RS. 182.19 Lacs.

IGL Chem International USA LLC

Company has also set up a 100% subsidiary company in USA, named as IGL Chem International USA LLC with the main objective of trading in the Company's products and related activities in the American and Latin American regions.

IGL Infrastructure Private Limited

During the year under review, Company has incorporated IGL Infrastructure Pvt. Ltd. as a 100% subsidiary company, with the objectives of acquiring land, estates, buildings, tenements and other property of every description whether freehold or leasehold or other tenure by purchase, lease, exchange, hire or otherwise. During the year under review, the Company has transferred its Rental business on slump sale basis to IGL Infrastructure Pvt. Ltd. for an enterprise value of RS. 184.20 Crores.

Statement containing salient features of the financial statement of subsidiaries/associate company/Joint ventures under first proviso to sub-section (3) of Section 129 in Form AOC-1 forms part of the financial statements.

The Company undertakes that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the head office of the company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

BOARD OF DIRECTORS

The Board of Directors of your Company comprises of eight directors including five Independent Directors, one Woman Director who is a Non-executive, Promoter Director, one Managing Director and one Executive Director.

In the 30th Annual General Meeting held on 20th September, 2014, the Company had appointed Shri Pradip Kumar Khaitan, Shri Ravi Jhunjhunwala, Shri Jitender Balakrishnan, Shri R. C. Misra and Shri Jagmohan N. Kejriwal as Independent Directors for a period of 5 years with effect from 1st October, 2014 till 30th September, 2019 in terms of the provisions of Companies Act, 2013 and the Listing Agreement entered into with the Stock Exchanges. The terms and conditions of appointment of the Independent Directors are posted on the website of the Company.

In terms of provisions of Section 149(7) of the Companies Act, 2013, all the Independent Directors of the Company have furnished a declaration to the Compliance Officer of the Company at the meeting of the Board of Directors held on 28th May, 2015 stating that they fulfill the criteria of Independent Director as prescribed under Section 149(6) of the Companies Act, 2013 and are not disqualified to act as Independent Director.

During the year under review, five Board Meetings were held on 22nd May, 2014, 4th August, 2014, 8th November, 2014, 18th December, 2014 and 14th February, 2015.

Smt. Jayshree Bhartia, Non Executive, Promoter Director is retiring by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for reappointment. Your Directors recommend the reappointment of Smt. Jayshree Bhartia, the retiring Director, for your approval.

The Company has a policy, namely, the "Nomination, Remuneration and Evaluation Policy", which applies to the Board of Directors, Key Managerial Personnel (KMPs) and the Senior Management Personnel of the Company and contains therein the policy followed by the Company regarding directors' and KMPs' appointment and determination of their remuneration and other matters provided under sub-section (3) of section 178.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchanges, the Independent Directors in their meeting held on 8th November, 2014 evaluated the performance of the Board of Directors of the Company as a whole, the performance of non independent directors individually on the evaluation criteria approved in the Nomination, Remuneration and Evaluation Policy of the Company and evaluated the quality, quantity, timeliness of the flow of information between the Management and the Board.

Pursuant to provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchanges, the Board has carried out an annual performance evaluation of its own performance as well as the evaluation of the working of its Committees including Audit Committee and Nomination and Remuneration Committee.

The Board followed a mechanism of annual evaluation of the Independent Directors in the Board on the basis of the evaluation criteria approved in the Nomination, Remuneration and Evaluation Policy of the Company. The Independent Directors of the Company have been appointed for a period not exceeding five consecutive years commencing from 1st October, 2014 to 30th September, 2019. The Non - Independent Directors have in their meeting held on 14th February, 2015 evaluated the performance of the Independent Directors during the year.

The Board of Directors of the Company endeavor to perform their job and discharge their duties towards the Company in the best possible manner keeping in mind the highest standards of corporate governance. The Board of your Company follows a mechanism of continuous evaluation of its performance in terms of decision making and ensuring transparency.

Nomination, Evaluation and Remuneration Policy

The Company formulated and adopted Nomination, Remuneration and Evaluation Policy (the "Policy") to provide a framework and set standards for the nomination, remuneration and evaluation of the directors, Key Management Personnel and officials comprising of the senior management.

The basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board are enhancing the competencies of the Board and attracting as well as retaining talented employees for role of KMP/Senior Officials. When recommending a candidate for appointment, the Nomination and Remuneration Committee has regard to:

a) assessing the appointee against a range of criteria which includes but not be limited to qualifications, skills, regional and industry experience, background and other qualities required to operate successfully in the position, with due regard for the benefits from diversifying the Board;

b) the extent to which the appointee is likely to contribute to the overall effectiveness of the Board, work constructively with the existing directors and enhance the efficiencies of the Company;

c) the skills and experience that the appointee brings to the role of KMP/Senior Official and how an appointee will enhance the skill sets and experience of the Board as a whole;

d) the nature of existing positions held by the appointee including directorships or other relationships and the impact they may have on the appointee's ability to exercise independent judgment;

e) Personal specifications.

The guiding principle for the Remuneration of Directors, Key Managerial Personnel and Senior Management is that the level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate Directors, Key Management Personnel and other senior officials.

The Directors, Key Management Personnel and other senior officials' salary shall be based & determined on the individual person's responsibilities and performance and in accordance with the limits as prescribed statutorily, if any.

The Nominations & Remuneration Committee determines individual remuneration packages for Directors, KMPs and Senior Officials of the Company taking into account factors it deems relevant, including but not limited to market, business performance and practices in comparable companies, having due regard to financial and commercial health of the Company as well as prevailing laws and government/other guidelines. The Committee consults with the Chairman of the Board as it deems appropriate.

The Non Executive Directors shall be entitled to receive remuneration by way of sitting fees for attending every meeting of the Board/ committees as approved by the Board of Directors, profit related commission as may be recommended by the Committee to the Board and subsequently approved by the members. The remuneration payable to the Directors shall be as per the Company's policy and shall be valued as per the Income Tax Rules.

The evaluation/assessment of the Directors, KMPs and the senior officials of the Company is to be conducted on an annual basis.

Following are the criteria that may assist in determining how effective the performances of the Directors / KMPs / Senior officials have been:

* Leadership & stewardship abilities

* contributing to clearly define corporate objectives & plans

* communication of expectations & concerns clearly with subordinates

* obtain adequate, relevant & timely information from external sources.

* review & approval achievement of strategic and operational plans, objectives, budgets

* regular monitoring of corporate results against projections

* identify, monitor & mitigate significant corporate risks

* assess policies, structures & procedures

* direct, monitor & evaluate KMPs, senior officials

* review management's succession plan

* effective meetings

* assuring appropriate board size, composition, independence, structure

* clearly defining roles & monitoring activities of committees

* review of corporation's ethical conduct

Evaluation on the aforesaid parameters will be conducted by the Independent Directors for each of the Executive/ Non-Independent Directors in a separate meeting of the Independent Directors.

The Executive Director/Non-Independent Directors along with the Independent Directors will evaluate/assess each of the Independent Directors on the aforesaid parameters. Only the Independent Director being evaluated will not participate in the said evaluation discussion.

The criteria of making payment to the non-executive Directors of the Company are provided in the Nomination and Remuneration Policy placed on the website of the Company (http://www.indiaglycols.com/investors/downloads/ appointment-remuneration-evaluation-policy.pdf).

KEY MANAGERAL PERSONNEL

During the year under review, the Board of Directors of the Company has designated following Directors/Officials of the Company as Key Managerial Personnel (KMP) of the Company in terms of provisions of Section 203 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges:

1. Shri U.S. Bhartia, Chairman & Managing Director

2. Shri M.K. Rao, Whole time Director

3. Shri Rakesh Bhartia, Chief Executive Officer

4. Shri Anand Singhal, Chief Financial Officer

5. Shri Lalit Kumar Sharma, Company Secretary

No Key Managerial Personnel (KMP) of the Company has resigned during the financial year ended 31 st March, 2015.

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

In compliance to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company adopted the guidelines & procedures to prevent, prohibit and punish sexual harassment of women at the workplace. The Company constituted an Internal Complaints Committee under the provisions of the Act and the Rules thereunder. The Internal Complaints Committee submitted the Annual Report dated 2nd February, 2015 to the Company pertaining to the status of complaints received and resolved by the Company. The Board considered the said report in its meeting held on 14th February, 2015. No complaint pertaining to Sexual harassment at workplace has been reported to the Company during the year ended March 31st, 2015.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle Blower Policy, in accordance with the provisions of the Companies Act, 2013 read with Rules thereunder and the Listing Agreement with the Stock Exchanges to deal with the instances of fraud and mismanagement. The details of the Vigil Mechanism/ Whistle Blower Policy are provided in the Corporate Governance Report and also posted on the website of the Company (http://www.indiaglycols.com/ investors/downloads/vigil-mechanism-policy.pdf).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls were in place and that the internal financial controls were adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and were operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis is appended herewith, which shall form part of this Board's Report.

CORPORATE GOVERNANCE

The Board of Directors supports the broad principles of Corporate Governance. The report on Corporate Governance for the year ended 31st March, 2015 as stipulated in clause 49 of the Listing Agreement entered into with the Stock Exchanges and Auditor's Certificate on Corporate Governance are appended with this Board's Report.

STATUTORY AUDITORS & AUDIT REPORT

The Auditors, M/s. Lodha & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and offer themselves for reappointment. The Board recommends the appointment of M/s. Lodha & Co., as the Statutory Auditors from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting. M/s. Lodha & Co., Chartered Accountants, have confirmed that they are eligible under Section 139 and Section 141 of the Companies Act, 2013 and Rules framed thereunder for appointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors in their Audit Report have invited the attention of the Shareholders towards non provisioning by the Company against the investment in its Subsidiary Company, Shakumbari Sugar and Allied Industries Limited (SSAIL) amounting to ' 54.28 Crores, loans and advances amounting to RS. 103.69 Crores. The Auditors have also invited the attention of the Shareholders towards Corporate Guarantee extended by the Company on behalf of SSAIL against outstanding amount of Financial Institutions and Banks as stated in Note no. 27(A)(iii) and 32(A)(iii) of the Financial Statements. The Company has already provided its clarification as contained in note no. 32(A) of the Financial Statements i.e. considering the intrinsic value of the investment in Shakumbari Sugar and Allied Industries Limited, (based on valuation report, future projections and long term in nature) and direction issued by the Hon'ble Board for Industrial and Financial Reconstruction (BIFR) for preparation of revival scheme by the operating agency as appointed, which has been filed with BIFR on 11th January, 2014 and also filed TEV (Technical Evaluation Study) with IDBI (Operating Agency) on 9th February, 2015, no provision at this stage is considered necessary by the management against investments and Loans & advances made/given as stated above.

The Auditors have also invited the attention of the Shareholders towards non provisioning by the Company against total exposure of amounting to RS. 147.75 Crores in its 100% Subsidiary Company IGL Finance Limited in its report on Standalone Financial Statements and towards the non provisioning of RS. 144.44 Crores in its report on Consolidated Financial Statements. The Company has also provided its clarification as contained in Note no. 32

(B) of the Financial Statements and Note no. 32 of the Consolidated Financial Statements i.e. Company has total exposure of RS. 147.75 Crores (including Investment in capital of RS. 1.25 Crores) in IGL Finance Ltd. (IGLFL). IGLFL in turn had invested funds for short term in commodity financing contracts offered by National Spot Exchange Ltd. (NSEL). NSEL has defaulted in settling the contracts on due dates and for which IGLFL has initiated legal and other action. Considering the arrangement of merger of NSEL with Financial Technologies (India) Limited (FTIL) and other measure which have so far been taken for and pending before the Govt. and other authorities, the management is confident of recovery of dues from NSEL over a period of time. Accordingly, no provision has been considered necessary at this stage by the company and shown as good and recoverable.

The Auditors have also invited the attention of the Shareholders towards non provisioning by the Company against total exposure of RS. 5.05 Crores in its 100% Subsidiary Company IGL Chem Intll. Pte. Limited, Singapore. The Company has also provided its clarification as contained in Note no. 32(D) of the Financial Statements i.e. considering the strategic and long term nature of investment of RS. 5.05 Crores no provision against the same has been considered necessary by the management.

The Auditors in their report on the Consolidated Financial Statements have invited the attention of the Shareholders towards the non provisioning of interest, penal interest, charges etc. amounting to RS. 9.78 Crores related with a subsidiary company i.e. SSAIL. The Company has also provided its clarification as contained in Note no. 45(a) of the Consolidated Financial Statements i.e. considering that Hon'ble Board for Industrial and Financial Reconstruction (BIFR) has declared Shakumbari Sugar and Allied Industries Limited (SSAIL) as a sick industrial company on 4th April, 2013 and direction issued by them for preparation of revival scheme by the operating agency as appointed, which has been filed with BIFR on 11th January, 2014 and also filed TEV (Technical Evaluation Study) with IDBI (Operating Agency) on 9th February, 2015, management is confident that the said interest amount will be waived under the revival scheme, accordingly no provision at this stage is considered necessary by the management against the same.

The Auditors in their report on the Consolidated Financial Statements have further invited the attention of the Shareholders towards non provision against impairment loss on the fixed assets of the Subsidiary Company i.e. SSAIL. The Company has also provided its clarification as contained in Note no. 42 of the Consolidated Financial Statements i.e. considering the future cash flows and based on the Technical Evaluation Study, management is confident that the expected recoverable value is more than its carrying value, hence no provisioning for impairment loss on its Fixed Assets/Cash Generating Units (CGU) is considered necessary at this stage.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

The Board appointed M/s P.P. Agarwal & Co., Practicing Company Secretaries as Secretarial Auditor for the Financial Year 2014-15 in terms of provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report dated 26th May, 2015 of M/s P. P. Agarwal & Co., Practicing Company Secretaries, for the financial year ended 31 st March, 2015 in the prescribed form MR-3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 was considered by the Board in its meeting held on 28th May, 2015 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.

COST AUDITORS

Company has appointed M/s R J Goel & Co., Cost Accountants (FrN 000026) as Cost Auditors of the Company for the financial year 2015-16 under section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 including amendments, if any, subject to the approval of the Shareholders at their ensuing Annual General Meeting and the Central Government. Cost Auditors have confirmed that they are eligible under Section 141 (3) of the Companies Act, 2013 for reappointment. The Cost Auditors have attended the Audit Committee Meeting, where their Report was discussed.

Due date for filing of the Cost Auditors' Report in XBRL mode for the year 2014-15 with Central Government is 31.10.2015. The due date for filing of the Cost Auditors Report in XBRL mode for the year 2013-14 with Central Government was 30.09.2014, however, the Company had filed the same on 26.09.2014.

RELATED PARTY TRANSACTIONS

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in the prescribed form enclosed as "Annexure B" forms part of this report. All Related Party Transactions entered into by the Company were granted prior approval of the Audit Committee at its meetings. During the year under review, following two related party transactions were entered into by the Company which were either not in the ordinary course of the business or were not at arm's length price:

1 Discontinuation of charging of Interest on the Inter- corporate Deposits of RS. 160 Crores (RS. 147 Crores Oustanding as on 31.03.2015) provided to its 100% Subsidiary Company, IGL Finance Limited, since these ICDs were invested by IGL Finance Ltd. in short term commodity financing contracts by the National Spot Exchange Ltd. (NSEL). NSEL had defaulted in settling the contracts on due dates, as a result of which IGL Finance could not get the funds back from NSEL. Therefore, IGL Finance Ltd. was unable to service the interest payment to the Company.

2 Transfer of Rental Business on slump sale basis by the Company to its 100% Subsidiary Company IGL Infrastructure Pvt. Ltd. for an enterprise value of RS. 184.20 Crores.

All the other related party transactions entered into by the Company were in the ordinary course of business and at arm's length basis. No material related party transaction i.e. a transaction constituting of 10% of the annual consolidated turnover of the Company was entered into by the Company. The details of related party transactions with the Company as required by Accounting Standard (AS-18) on Related Party Transactions have been given in Notes to Accounts. Besides this, Company has no materially significant transaction with the related parties viz. Promoters, Directors, Key Managerial Personnel, their relatives and their subsidiaries, etc. that may have a potential conflict with the interest of the Company at large. The Policy for Related Party Transactions as approved by the Board has been uploaded on the website of the Company under the link http://www.indiaglycols.com/ investors/downloads/Related-party-transactions-Nov- 2014.pdf.

ENVIRONMENT, ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, ETC.

Your Company is working actively on various projects efficiently, approaching and targeting towards Clean Development Mechanism (CDM) and reduction in Greenhouse Gases (GHG) emissions.

The Company has installed unique technology for converting distillery spent wash into fuel at both the plants viz. Kashipur (Uttarakhand) and Gorakhpur (Uttar Pradesh). Through this technology, the spent wash is concentrated through five effect evaporator. The concentrate is utilized as fuel to substitute coal in a specifically designed boiler. The high pressure steam so generated is passed through the turbine for power generation and low pressure steam after turbine is utilized in the plant for operation. Due to this your Company is saving fossil fuel in terms of coal and substituting the essential power generation through DG sets. Estimated saving due to Slop utilized during the year under review is as under:

Slop Equivalent Coal savings (net of Evaporator) - 30185 MT

Slop Equivalent Power units savings (net of evaporator) - 3420 MW

The Biomass based Cogeneration Project activity taken up by the Company at its Gorakhpur, U.P. plant is successfully registered under Clean Development Mechanism (CDM) project by United Nations Framework Convention on Climate Change (UNFCCC) for ten year fixed crediting period 16/12/2010 to 15/12/2020. Under the Clean Development Mechanism, emission-reduction (or emission removal) projects in developing countries can earn certified emission reduction credits.

Your Company has received certification of Energy Management System (ISO 50001:2011) under integrated management system.

The information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 is given in "Annexure C" to the Board's Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) is a way of conducting business, by which corporate entities visibly contribute to the social good. The essence of CSR is to integrate economic, environmental and social objectives with the company's 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.

Your Company, Directors and its dedicated employees continue to contribute towards society by several worthwhile causes. Your Company aims to enhance the quality of life of the community in general and has a strong sense of social responsibility.

Even before the issue of CSR became obligatory, India Glycols Limited was fulfilling the aspiration of the society through voluntary CSR activities for the areas around the periphery of the plant and office sites.

As part of its initiative under Corporate Social Responsibility, the Company has undertaken projects and programmes in the areas of Education promotion, Health and Sanitation, Safe drinking water, Livelihood. Some of the Corporate Social activities undertaken by the Company during the year under review are as follows:

1 Installed Hand Pumps in a phased manner in near by villages of Kashipur and Gorakhpur to provide continuous water facility.

2 Promoted sanitation by Construction of public toilets.

3 Provided Ambulance Services (Ambulance and Driver) for community health care.

4 Organized medical camps where villagers can avail of medical assistance, free of cost;

5 Blanket distribution to poor during winter

6 Contributed for the infrastructure in Govt. Girls High School in Kashipur.

7 Contributed for the infrastructure in Govt. Primary School, a community school in Kashipur.

Your Company is also supporting a community school at Dwarka, New Delhi through charitable organization Nirmal Society for Education Promotion. The school is equipped with modern facilities and also has a good infrastructure. The school possesses qualified and experienced faculties, which enable children to make a great future.

The Company lent financial assistance to the underprivileged children under its CSR activity. Your Company is also extending educational and on-the-job training to the students of many professional Institutions and the professionals of many other Management and Engineering Institutions, which helps them to start a new beginning for their future professional career.

The aforesaid activities are in accordance with Schedule VII of the Companies Act, 2013. In accordance with the provisions of Section 135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the annual report on Corporate Social Responsibility activities is enclosed as "Annexure D" and forms part of the Board's Report.

Your Company constantly strives hard to serve the society by implementing such other policies which benefited people at large. The company always endeavors to give back the Society for the support the Company has received to rise and flourish.

During the year 2014-15, the Company has spent RS. 109.65 Lacs against the budget for CSR of RS. 109.63 Lacs.

RISK MANAGEMENT POLICY

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Company has constituted a Risk Management Committee in its Board Meeting held on 14th February, 2015. The Committee is authorised to monitor the Risk Management Plan and to mitigate the risks attached to the business of the Company. The Risk Management Committee consists of Directors and the senior management personnel of the Company details whereof are provided in the Corporate Governance Report forming part of the Board's Report.

Your Company's 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 our 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 quarterly review of the risks will be carried out across sites and departments for necessary key risks and risk management strategies are to be communicated to the Board of Directors for their assessment for minimization of effects of risk.

EXTRACT OF ANNUAL RETURN

A separate report on the details of the extract of the Annual Return in form MGT-9 is enclosed as "Annexure E", which shall form part of the Board's Report.

AWARDS AND RECOGNITIONS

The Company with great pride is pleased to inform to you that the Company has been honoured with the Silver award selected by Federation of Indian Export Organisation, set up by Ministry of Commerce, Govt. of India for being Second highest foreign exchange earners in the Chemicals, Drugs, Pharma and allied sectors - Non MSME (Micro, Small and Medium Enterprises). The Prestigious award was presented to the Company by Hon'ble President of India in November 2014.

Shri U.S. Bhartia, Chairman and Managing Director of the Company has been conferred with highly prestigious "BUSINESS LEADER OF THE YEAR - INNOVATION" CHEMTECH CEW LEADERSHIP & EXCELLENCE AWARDS 2013", wherein he has been recognized as "An Industrialist with Extraordinary achievements in the core sectors of Indian Economy in conceiving & implementing projects sustainable through value creation and value addition and has always strived for an all-inclusive growth". He has been recognized as an industrialist with visionary concepts based on research and innovation. He has been awarded for his entrepreneurial endeavors, of putting India on the world map by establishing industries based on green technologies in the rural areas, utilizing local resources to produce products of global standards.

HUMAN RESOURCES

Your Directors wish to place on record their deep appreciation to employees at all levels for their all-round efforts, dedication, commitment and loyal services which helped your Company sustain even in a tough year and achieve satisfactory performance during the year.

The required information as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure F" to this report.

Further, Information regarding employees in accordance with the provisions of Rule 5(2) and Rule 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure G" to the Board's Report.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation of the support given by the Central Government, the State Government of Uttarakhand and the State Government of Uttar Pradesh, Financial Institutions and Banks and looks forward to their continued support.

For and on behalf of the Board

Place : NOIDA, U.P. U.S. Bhartia Dated : 28.05.2015 Chairman and Managing Director

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Mar 31, 2014

Dear Members

The Directors are pleased to present the Thirtieth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Amount in Rs. Crores except earnings per share)

Year ended Year ended 31.03.2014 31.03.2013

Sales and Other Income 2914 3347

Profit/(Loss) before 105 247 Depreciation, Exceptional Item and Tax

Exceptional Item (Net) 192 0

Depreciation 83 82

Profit Before Tax (170) 165

Provision For Tax (50) 44

Net Profit (120) 121

Earning Per Share (In Rs. ) (38.61) 41.10

DIVIDEND

Your Directors are pleased to recommend a final dividend of Re.1 (Rupee One only) per equity share. The outgo on dividend will be Rs. 3.62 Crores including tax on dividend.

PERFORMANCE

During the year under review performance of the Company has been adversely affected on account of depressed global economic situation which has resulted in reduction of commodity demand. The performance of the Company has been adversely affected due to loss on account of foreign exchange volatility and steep fall in Guargum prices. The performance was further adversely affected as domestic prices of our feedstock viz. molasses and alcohol, was high on account of poor availability of alcohol and diversion of alcohol towards the implementation of Ethanol Blending with Petrol (EBP) Program of Government of India at an unrealistic price resulting in a sharp increase in the prices of alcohol.

Sales and other income for the year under review has been Rs. 2914 Crores as compared to Rs. 3347 Crores last year. Loss after depreciation, exceptional item and tax for the year has been Rs. 120 Crores as compared to profit of Rs. 121 Crores last year.

The current year has been an extra ordinary and abnormal year for the company due to steep fall in guar gum prices and foreign exchange losses.

CHEMICALS

The Company is the largest manufacturer of Bio-MEG in the world made out of renewable feedstock i.e. Molasses and Ethanol. Bio-MEG has an application, apart from other products, in PET bottles, which is used for packaging of beverage products.

Sales of Glycols (MEG, DEG, TEG and Heavy Glycols) has increased from 91,225 MT in FY 2012-13 to 95,342 MT in FY 2013-14 and in Sales Value from Rs. 693 Crores in FY 2012-13 to Rs. 758 Crores in FY 2013-14. Sales under Ethylene Oxide Derivatives (EOD) business decreased marginally to 103,713 MT in FY 2013-14 from 104,755 MT during previous year. However, in value terms it has increased from Rs.1005 Crores in 2012- 13 to Rs. 1106 Crores in FY 2013-14. EOD business has witnessed improvement in profitability due to higher prices of Ethylene and Ethylene Oxide in the world market. During the year, your Company produced 96275 MT of Glycols compared to 91215 MT last year. Ethylene Oxide Derivatives (EODs) production has been 105510 MT compared to 104157 MT last year.

EXPORTS

During the year under review, your Company has achieved total export turnover of Rs. 1195 Crores as compared to Rs. 1772 Crores last year. The steep decline in exports can be attributed to the steep fall in prices of guar gum. Your Company hopes to achieve reasonable growth in the overall export sales in the current year though the market conditions remain extremely challenging. Company has been granted ''One Star Export House'' status by Government of India.

ETHYL ALCOHOL (POTABLE) & EXTRA NEUTRAL ALCOHOL

During the year, your Company registered total sales of Rs. 657 Crores compared to Rs. 660 Crores last year in the Ethyl Alcohol (Potable) division. During the year thrust was given on the export of high quality Extra Neutral Alcohol (ENA).

Company is having license for operations in and sale of Country Liquor and Indian Made Foreign Liquor (IMFL) in the States of Uttar Pradesh and Uttarakhand. During the year under review, Company has launched its premium products under the brand name of"V2O Vodka" in three flavors viz. Orange, Green Apple and Smooth. We have also extended the launch of Beach House Premium XXX Rum. During the year, IMFL brands of the Company have been supplied to Canteen Stores Department (CSD) of Indian Defence Forces. Company is in process of introducing its IMFL brands in the higher range market and brand building program shall be introduced in the current financial year.

Monde Selection Committee is conducting evaluation sessions for different categories of consumer products & accordingly provides quality awards, our Company has won fourth time in a row GRAND GOLD award from MONDE SELECTION, Belgium for its high quality of Extra Neutral Alcohol.

Company has a tie-up with Bacardi for bottling of its products at its Kashipur bottling unit.

ENNATURE BIO-PHARMA DIVISION (100% EXPORT ORIENTED UNDERTAKING)

Company has a 100% Export Oriented Unit (100% EOU) by the name of Ennature Bio-pharma division. The unit has established Supercritical Fluid Extraction- CO2 and solvent extraction facility at Dehradun. The unit is cGMP, ISO 9001, ISO22000, HACCP, Kosher and Halal certified. The R&D center at Ennature Bio-Pharma plant at Dehradun is working vigorously on the process of stabilizing and developing various Phytopharmaceutical and Nutraceutical products for the developed markets. Company during the year developed Indian grown health supplements for the developed market with Zero residual solvents by SCF-CO2 technology. These products have given stupendous boost to the growth of the business of Bio Pharma. During the year, Company has become a qualified supplier to many large conglomerates worldwide for natural colors, nutraceuticals, health supplements and plant based Active Pharmaceuticals Ingredients (APIs). Company has established its name as a quality manufacturer and supplier with stringent QC and QA controls in place.

During the year, sales turnover of Ennature Bio-Pharma division has declined to Rs. 43 Crores as compared to '' 62 Crores last year due to strategic restructuring of the business relationship with a few key customers. Variety in Product Folio available with the Company has created better business opportunities to deeply penetrate into domestic as well as international market, which has encouraged the Company to increase its production capacities from 400 MT to 800 MT.

During the year under review, your Company has created four new process patents to hold intellectual property rights on products namely; Thiocolchicoside, Marigold lutein, DHA and Green Ginger Shogaol.We have also designedvarious new formulations, micro-encapsulated forms from the existing SCF-CO2 process in order to have better product portfolio.

Company is working towards creating value for its generic products by branding, repositioning & generating technical backup with the help of professional institutes.

INDUSTRIAL GASES

The Industrial Gases division producing Oxygen, Nitrogen and Argon has an overall capacity of 13460 NM3/h. During the year under review, Company produced approximately 13549788 NM3 of Oxygen and 955915 NM3 of Nitrogen. Both Oxygen and Nitrogen were successfully marketed and also used for own requirement. Industrial gases division also produced 1553591 NM3 of Argon.

The Industrial Gases division has also produced food and industrial grade liquid Carbon Di-oxide (CO2) at Kashipur Plant having capacities of 160 MT/day each, to meet growing demand in the domestic market. Company has produced 48,187 MT of Carbon Di-oxide (CO2). During the year Industrial Gases segment registered total sales of Rs. 36.08 Cr. compared to Rs. 31.42 Cr. in the last year. During the year the Company for the first time exported Liquid Carbon Di-oxide (LCO2) worth Rs. 4.18 Cr.

Your Company has its own in house facilities for manufacturing of ETHYLENE OXIDE (EO) and Liquid Carbon-Dioxide (LCO2) at its Kashipur plant,suitable for Sterilization of Disposable Surgical & Medical Devices, spices and packing substances like rubber plastic, etc.It is the only plant in Northern India to have such manufacturing facility, therefore, we have a distinct edge over other suppliers in the market.During the year the Company has sold 722 MT of EO-LCO2 as compared to 600 Mt in the last year.

JOINT VENTURE FOR PRIVATE FREIGHT TERMINAL (PFT)

The Company has terminated the Joint Venture agreement with M/s Fourcee Infrastructure Equipments Pvt. Limited (FIEPL) in respect of the Joint Venture for setting up a private freight terminal at Kashipur, Uttarakhand on 23rd June, 2014.

The Company is exploring various possibilities including identifying another partner for the purpose of setting-up, operating and managing the said Private Freight Terminal (PFT) in order to provide multi-modal logistics solutions to our Company and external customers and enhance its service delivery capacity. With the commissioning of this facility, logistics movement for both inbound and outbound cargo would become more dependable, reliable and economical and would also ensure on-time delivery of goods and enable better inventory management.

The total initial equity investment base of the JV Company would be around Rs. 30 Crores, which would be contributed by Joint Venture Partners equally. The estimated project cost would be Rs. 75 Crores. The facility is expected to be commissioned by last quarter of this financial year.

EXPANSION / MODERNISATION / DIVERSIFICATION PLANS

Your Company is actively pursuing growth opportunities and looking at areas to reduce its cost of production. The Company is also evaluating plans to further expand its Ethoxylates capacity to improve its product.

Our Gorakhpur Unit, has commissioned a 12 MW Bio- mass based co-generation plant based on Multi-fuel i.e. Rice Husk & Concentrated Spent Wash (Slop) for Power generation and sale of the surplus power has started to the Power Grid. This new setup is designed to supply approx. 8MW per hour Power to the Grid after meeting the in- house requirements. With the successful commissioning of this Power Project, we will be contributing towards reduction of the power deficit in the Uttar Pradesh State and also meet our commitment of zero effluent discharge from our distillery Plant.

The Company is setting up 10 ton biomass/day capacity pilot plant to convert lignocellulosic agricultural waste biomass to ethanol by using the bench-scale process developed at DBT-ICT Centre for Energy Bio-Sciences, Mumbai. The Pilot Plant will use agricultural non-fodder lignocellulosic waste (i.e. Rice Straw, Wheat Straw & Bagasse) as feedstock to manufacture ethanol. The plant will aim at solving technical roadblocks in Lignocellulosic Ethanol Technology in order to improve the overall situation with regard to alcohol availability. The plant is being set-up with the Department of Bio-Technology aid/loan.

The Company has started manufacturing of special spirits, maturation and bottling of high proof brands. The Company has started to produce Bacardi brands including Superior white rum, flavoured rum in five variants, black rum, Eristoff Vodka in four variants and Bacardi whisky. The Company is in-process of developing new premium range Whisky. The Company is also exploring opportunities for distribution of its IMFL brands in the North-East and Eastern India Markets. The Company is also introducing its premium range Rum in CSD of Indian Defence Forces.

The Company is also setting up a guar gum based PO derivatives plant for oil field industry.

FINANCE

During the year under review, Company has raised Term Loans of Rs. 200 Crores and repaid total loans of Rs. 189 Crores.

The Company has been regular in meeting its obligations towards payment of principal/interest to Financial Institutions/Banks/Fixed Deposit holders.

LISTING OF SECURITIES

The shares of the Company shall continue to be traded at the Bombay Stock Exchange and the National Stock Exchange.

SUBSIDIARY COMPANIES

The Company operates a sugar manufacturing plant in the state of Uttar Pradesh through its subsidiary Company M/s Shakumbari Sugar and Allied Industries Ltd. (SSAIL) with a crushing capacity of 7500 tones crushed per day (TCD) along with a modern distillery of 65 KL per day (KLPD) producing high quality rectified spirit and an internal bagasse fired co-generation plant of 11 MW catering to the captive power needs of the sugar and distillery units. During the year the sugar plant has operated for 72 days and produced 4939.5 MT of White Crystal Sugar. During the year the distillery has manufactured 74.65 lacs KL of rectified spirit.

The net worth of Shakumbari Sugar and Allied Industries Limited (SSAIL) has been completely eroded, therefore, the Company has been declared as Sick Company under the provisions of section 3(1) (o) of the Sick Industrial Companies (Special Provision) Act, 1985. IDBI Bank Ltd. being the Operating Agency has prepared and submitted the revival scheme for SSAIL.

IGL Finance Ltd. is a 100% subsidiary of the Company IGL(F) had invested funds in short term commodity financing contracts by the National Spot Exchange Ltd. (NSEL). Even though NSEL has defaulted in settling the contracts on due dates the action taken by the Government and other investigating agencies, we are confident of recovery of our dues from NSEL over a period of time. Company has a 100% subsidiary in Singapore to augment its activities in South Eastern region & 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.

Your Company has three subsidiary companies, i.e. Shakumbari Sugar & Allied Industries Limited (SSAIL), IGL Finance Limited and IGL CHEM International Pte. Ltd. The Ministry of Corporate Affairs, Government of India, vide General Circular dated 8th February 2011 and 21st February 2011 has granted a general exemption from compliance with Section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular for non-inclusion of Subsidiary Companies'' Annual Report with the Annual Report of the Holding Company. The Company has satisfied the conditions stipulated in the circular and hence have availed the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

The Company undertakes that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the head office of the company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

In order to broaden the Company''s activities, your Company has incorporated a 100% subsidiary Company in the United States of America with the main objective for trading & distribution of Company''s product in the American and Latin American regions and any other related activities.

FIXED DEPOSIT

During the year, your Company had neither invited nor accepted any fixed deposits from the public. There are no overdue deposits except unclaimed deposits amounting to Rs. 4.16 Lacs.

DIRECTORS

During the year under review, the Board of Directors of your Company comprised of nine directors out of which seven are Non-Executive Directors, one Managing Director and one Executive Director. Out of the nine Directors, during the year under review, in terms of the listing agreement, the Company has five Independent Directors.However, pursuant to the provisions of the Companies Act 2013, Company has six independent Directors as on 1st April, 2014, therefore, Company has to fix the tenure of the Independent Directors for a period not exceeding 5 years. The Company proposes to fix the term of all independent Directors for a period not exceeding five years from 1st October, 2014 till 30th September, 2019. All Independent Directors have affirmed compliance with the criteria of independence as provided under sub section (6) of Section 149 of the Companies Act,2013 by way of declaration of independence.

Shri Autar Krishna (DIN 00031386) has resigned from the Board of Directors as he is not keeping good health. The Board of Directors at its meeting held on 4th August 2014 has accepted his resignation from the office of Directors and Board Committees with effect from 15th July, 2014. The Board of Directors place on record their deep appreciation for his invaluable professional guidance, considerable talent, poise, commitment and determination.

During the year under review, four Board Meetings were held on 30th May, 2013, 9th August, 2013, 11th November, 2013 and 12th February, 2014. During the year under review, the Shareholders of the Company at their 29th Annual General Meeting had reappointed Shri M.K. Rao as Executive Director for a period not exceeding 5 years w.e.f. 1st April, 2013. Shri U.S. Bhartia, Non-independent Director of the Company, retiring by rotation and being eligible, offer himself for reappointment. Your Directors recommend the reappointment of Shri U.S. Bhartia, the Retiring Director for your approval.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

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

* appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2013 and of the profit and loss of the Company for that period;

* proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* the annual accounts have been prepared on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis is appended herewith, which shall form part of this Directors'' Report.

CORPORATE GOVERNANCE

The Board of Directors supports the broad principles of Corporate Governance. The report on Corporate Governance for the year ended 31st March, 2014 as stipulated in clause 49, of the listing agreement with the stock exchanges and Auditor''s Certificate on Corporate Governance are appended with this Directors'' Report.

AUDITORS & AUDIT REPORT

The Auditors, M/s. Lodha & Co., Chartered Accountants, retiring at the ensuing Annual General Meeting and offer themselves for reappointment. The Board recommended the appointment of Statutory Auditors from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting. M/s. Lodha & Co., Chartered Accountants, have confirmed that they are eligible under Section 139 of the Companies Act, 2013 for reappointment.

The Auditors in their Audit Report have invited the attention of the Shareholders towards non- provisioning by the Company against the investment in its subsidiary Company, Shakumbari Sugar and Allied Industries Limited (SSAIL) amounting to Rs. 54.28 Crores, loans and advances amounting to Rs. 102.11 Crores. The Auditors have also invited the attention of the Shareholders towards Corporate Guarantee extended by the Company on behalf of SSAIL against outstanding amount of Financial Institutions and Banks as stated in Note 27 (A) (iii) of the Financial Statements. The Company has already provided its clarification as contained in note no.34 (A) of the Financial Statements i.e. considering the intrinsic value of the investment in Shakumbari Sugar and Allied Industries Limited, (based on valuation report, future projections and long term in nature) and direction issued by the Hon''ble Board for Industrial and Financial Reconstruction (BIFR) for preparation of revival scheme by the operating agency as appointed, which has been filed with BIFR on 11th January 2014, no provision at this stage is considered necessary by the management against investments and Loans & advances made/given as stated above.

The Auditors have also invited the attention of the Shareholders towards non- provisioning by the Company against total exposure of amounting to Rs. 148.49 Crores in its 100% subsidiary Company IGL Finance Limited. The Company has also provided its clarification as contained in note no. 34 (B) of the Financial Statements i.e. Company has total exposure of Rs. 148.49 crores (including Investment in capital of Rs. 1.25 Crores) in IGL Finance Ltd. (IGLFI). IGLFI in turn had invested funds for short term in commodity financing contracts offered by National Spot Exchange Ltd. (NSEL). NSEL has defaulted in settling the contracts on due dates. Considering the present state of affairs, action taken by the Govt. and other authorities, the management is confident of recovery of dues from NSEL over a period of time. Accordingly, no provision has been considered necessary at this stage by the company and shown as good and fully recoverable.

COST AUDITORS

Company has appointed M/s R J Goel & Co., Cost Accountants (FRN 000026) as Cost Auditors of the Company for the financial year 2014-15 under section 148 of the Companies Act, 2013, subject to the approval of the Shareholders at their ensuing Annual General Meeting and the Central Government. Cost Auditors have confirmed that they are eligible under Section 141 (3) of the Companies Act, 2013 for reappointment. The Cost Auditors have attended the Audit Committee Meeting, where their Report was discussed.

Due date for filing of the Cost Auditors Report in XBRL mode for the year 2013-14 with Central Government is 30th September, 2014. The due date for filing of the Cost Auditors Report in XBRL mode for the year 2012-13 with Central Government was 30th September, 2013, however, the Company had filed the same on 28th November, 2013.

ENVIRONMENT, ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, ETC.

Your Company is working actively on various projects efficiently, approaching and targeting towards Clean Development Mechanism (CDM) and reduction in GHG emissions.

The Company has installed unique technology for converting distillery spentwash into fuel at both the plants viz. Kashipur and Gorakhpur. Through this technology, the spentwash is concentrated through five effect evaporator. The concentrate is utilized as fuel to substitute coal in a specifically designed boiler. The high pressure steam so generated is passed through the turbine for power generation and low pressure steam after turbine is utilized in the plant for operation. Due to this your Company is saving fossil fuel in terms of coal and substituting the essential power generation through DG sets. Estimated saving due to Slop utilized during the year under review is as under: Slop Equivalent Coal savings (net of Evaporator) - 32300 MT Slop Equivalent Power units savings (net of evaporator) - 3255 MW

The Biomass based Cogeneration Project activity taken up by the Company at its Gorakhpur, U.P. plant is successfully registered under Clean Development Mechanism (CDM) project by United Nations Framework Convention on Climate Change (UNFCCC) for ten year fixed crediting period 16/12/2010 to 15/12/2020. Under the Clean Development Mechanism, emission-reduction (or emission removal) projects in developing countries can earn certified emission reduction credits.

Your Company has received certification of Energy Management System (ISO 50001:2011) under integrated management system.

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 and the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 the required information relating to"Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo" is annexed hereto and forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Good governance demands adherence of social responsibility coupled with creation of value in the larger interest of the general public. Your Company, Directors and its dedicated employees continue to contribute towards society by several worthwhile causes. Your Company aims to enhance the quality of life of the community in general and has a strong sense of social responsibility.

In compliance to the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 passed with effect from 1st April, 2014, the Board of Directors formed a CSR Committee comprising of Shri U.S.Bhartia, Chairman and Managing Director, Shri M.K. Rao, Executive Director, Shri R.C. Misra, Independent Director and Shri P.K. Khaitan, Independent Director as the members of the Committee. The CSR Committee formulated a CSR Policy and the same is enforced with effect from the current financial year. The Company has also placed the CSR policy on its website.

Some of the Corporate Social activities voluntarily undertaken in and around Kashipur (Uttarakhand state) during the year under review are as follows:

1 Organising Village Medical Camp and Medical Eye Camp so that villagers get medical assistance.

2 Sponsoring Medical treatment for people in need.

3 Facilitating Wall repair and Whitewashing of community buildings.

4 Installed hand pumps for drinking water at villages.

5 Fogging of pesticide in village.

6 Distribution of Blankets to Poor Homeless families.

7 Extended support to the victims of Flood affected people.

8 Distribution of School Uniforms to Poor Children at the Villages Schools.

9 Organising NSS Camp and Bharat Sewa Mission for villagers evacuation during flood.

10 Providing financial assistance to Hospitals for old age patients, educational institute for education support to handicap students and NGOs for poor girls marriage.

Your Company is also supporting a community school at Dwarka, New Delhi through charitable organization Nirmal Society for Education Promotion. The school is equipped with modern facilities and also has a good infrastructure. The school possesses qualified and experienced faculties, which enable children to make a great future.

The Company lent financial assistance to the underprivileged children under its CSR activity. Your Company is also extending educational and on-the-job training to the students of many professional Institutions and the professionals of many other Management and Engineering Institutions, which helps them to start a new beginning for their future professional career.

At the end your Company constantly strives hard to serve the society by implementing such other policies which benefited people at large. The company always endeavors to give back the Society for the support the Company has received to rise and flourish.

HUMAN RESOURCES

Your Directors wish to place on record their deep appreciation to employees at all levels for their all-round efforts, dedication, commitment and loyal services which helped your Company sustain even in a tough year and achieve satisfactory performance during the year.

The required information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the report and accounts are being sent to all shareholders of the Company excluding the Statement of particulars of Employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at Head Office of the Company.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation of the support given by the Central Government, States of Uttarakhand and Uttar Pradesh, Financial Institutions and Banks and looks forward to their continued support.

for and on behalf of the Board

Place : NOIDA, U.P. U.S. Bhartia Dated : 04.08.2014 Chairman and Managing Director

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Mar 31, 2013

To The Members

The Directors are pleased to present the Twenty Ninth Annual Report together with the Audited Accounts of the Company for the year ended 31 st March, 2013.

FINANCIAL RESULTS

(Amount in Rs. lacs except earnings per share)

Year ended Year ended 31.03.2013 31.03.2012

Sales And Other Income 334,661 263,325

Profit/(Loss) Before 24,743 23,441 Depreciation, Exceptional Item And Tax

Depreciation 8,243 7,753

Profit Before Tax 16,500 15,688

Provision For Tax 4,386 5,229

Net Profit 12,094 10,459

Earning Per Share (In Rs.) 41.10 37.51

INCREASE IN AUTHORISED SHARE CAPITAL

During the year under review, the company has increased its Authorised Share Capital from Rs. 30 Crores to Rs. 45 Crores. The paid up Capital of the Company has also increased from Rs. 2788.25 Lacs to Rs. 3096.15 Lacs due to allotment of 3,079,000 Equity Shares of Rs. 10 each at a premium of Rs.128.36 per Shares to Promoters and Promoters'' group on preferential allotment basis, in accordance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009.

DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs. 2 (Rupees Two only) per equity share. The outgo on dividend will be Rs. 724.47 Lacs including tax on dividend. During the year under review, your Company has also paid interim dividend of Rs. 4 (Rupees Four only) per equity share.

PERFORMANCE

During the year under review, the growth in Profit was possible as a result of higher sales realization, increased production and productivity, better cost management and operational efficiencies.

Sales and other income for the year under review has been Rs. 334,661 Lacs as compared to Rs. 263,325 Lacs last year registering an increase of 27%. Profit/(Loss) from operations before depreciation & tax for the year was Rs. 24,743 Lacs as compared to Rs. 23,441 Lacs last year. The

Net Profit after Tax for the year was Rs. 12,094 Lacs as compared to Net Profit of Rs. 10,459 Lacs last year showing an increase of 16%.

During the year under review sales of Glycols (MEG, DEG, TEG and Heavy Glycols) has increased to 91,215 MT as compared to 82,639 MT during the last year and in Sales Value to Rs. 69,337 Lacs from Rs. 59,211 Lacs as compared to last year. The Company has witnessed an increase in Exports at Rs.1,77,197 Lacs as compared to Rs. 1,25,456 Lacs during the last year. The Company has shown a remarkable performance in export sales and registered a growth of 41 % despite slowdown in the international markets.

The Company is the largest manufacturer of Bio-MEG in the world made out of agriculture feedstock i.e. Molasses and Ethanol. Bio-MEG has an application, apart from other products, in PET bottles, which is used for packaging of beverage products.

The EO Derivatives business has registered higher sales volume of 1,04,157 MT during the year under review as compared to 94,902 MT during previous year and also higher Sales Value at Rs.1,00,525 Lacs compared to Rs. 88,959 Lacs during the previous year.

The performance of Natural Gums Division under the Chemical Segment had been overwhelming during the year under review. Your company has carved a niche in world market and now is known as a consistent quality manufacturer.

Natural Gums business segment witnessed growth in profits due to higher sales realization. During the year under review, Guar gum powder and derivatives sales has increased to Rs. 74,243 Lacs as compared to Rs. 39,491 Lacs during previous year and registered a growth of 88% over the last year.

The borrowing cost has increased to Rs. 13,272 Lacs as compared to Rs.11,320 Lacs last year, due to increase in the borrowings as well as increase in the overall interest rates by all the banks.

EXPORTS

During the year under review, your Company has achieved total export turnover of Rs. 177,197 Lacs as compared to Rs.125,456 Lacs last year. Your Company hopes to achieve reasonable growth in the overall export sales in the current year though the market conditions remain extremely challenging. Company has been granted ''One Star Export House'' status by Government of India.

ETHYL ALCOHOL (POTABLE) & EXTRA NATURAL ALCOHOL

During the year, your Company registered total sales of Rs. 66,027 Lacs compared to Rs. 50,168 Lacs last year in the Ethyl Alcohol (Potable) division. During the year thrust was given on the export of high quality Extra Neutral Alcohol (ENA). The Company was awarded Grand Gold Award for the second consecutive year from MONDE SELECTION, Belgium for its high quality of Extra Neutral Alcohol.

Company has the most modern captive distillery in Asia and is having license for operations in and sale of Country Liquor and Indian Made Foreign Liquor (IMFL) in the States of Uttar Pradesh and Uttarakhand. During the year, IMFL brands of the Company have been supplied to Canteen Stores Department (CSD) of Indian Defence Forces.

Company has a tie-up with Bacardi for bottling of their products at our Kashipur bottling unit.

Company is in process of introducing its IMFL brands in the higher range market and brand building program shall be introduced in the current financial year.

ENNATURE BIO-PHARMA DIVISION (100% EXPORT ORIENTED UNDERTAKING)

Company has a 100% Export Oriented Unit (100% EOU) by the name of Ennature Bio-pharma division. The unit has established Supercritical Fluid Extraction- CO2 and solvent extraction facility at Dehradun. The unit is GMP, ISO 9001, ISO22000, HACCP, Kosher and Halal certified. Unit at Dehradun has started production and R&D center duly recognized by Ministry of Science & Technology Government of India is working vigorously on the process of stabilizing and developing various Phytopharmaceutical and Nutraceutical products for the developed markets.

Company during the year developed Indian grown health supplements for the developed market with Zero residual solvents by SCF-CO2 technology. These products have given stupendous boost to the growth of the business of Bio-Pharma. During the year, Company has become a qualified supplier to many large conglomerates worldwide for natural colors, nutraceuticals, health supplements and plant based Active Pharmaceuticals Ingredients (APIs). Company has established its name as a quality manufacturer and supplier with stringent QC and QA controls in place.

During the year, Ennature Bio-Pharma division achieved a turnover of Rs. 6,422 Lacs as compared to Rs. 3,638 Lacs during the last year and registered a growth of 77% over the last year. Variety in Product Folio available with the Company has created enhanced business opportunity and a better penetration into domestic as well as international market.

Your company has enhanced its production capabilities from 200 MT to 400 MT hence achieved better plant utilization from 55% to 75%.

During the year under review, your Company has created four new process patents to hold intellectual property rights on products namely; Thiocolchicoside, Marigold lutein, DHA and Green Ginger Shogaol.We have also designed various new formulations, micro-encapsulated forms from the existing SCF-CO2 process in order to have better product portfolio.

Company is working towards creating value for its generic products by branding, repositioning & generating technical backup with the help of professional institutes.

INDUSTRIAL GASES

The Industrial Gases division producing Oxygen, Nitrogen and Argon with an overall capacity of 13,460 NM3/h. During the year under review, Company produced approximately 669 lacs NM3 of Oxygen and 231lacs NM3 of Nitrogen. Both Oxygen and Nitrogen were successfully marketed and also used for own requirement. Industrial gases division also produced 16 lacs NM3 of Argon.

The Industrial Gases division has also produced food and industrial grade liquid Carbon Di-oxide (CO2) at Kashipur Plant having capacities of 160 MT/day each, to meet growing demand in the domestic market. Company has produced 50,073 MT of Carbon Di-oxide (CO2). During the year, Industrial Gases segment registered total sales of Rs. 3,390 Lacs compared to Rs. 3,144 Lacs last year.

Your Company has its own in house facilities for manufacturing of ETHYLENE OXIDE (EO) and Liquid Carbon-Dioxide (CO2) at its Kashipur plant,suitable for Sterilization of Disposable Surgical & Medical Devices, spices and packing substances like rubber plastic etc.It is the only plant in Northern India to have such manufacturing facility, therefore, we have a distinct edge over other suppliers in the market.

During the year under review, Company has registered total sale of 600 MT of EO CO2 having a value of Rs. 2.49 Crores and Company hopes to achieve better results in coming years.

JOINT VENTURE FOR PRIVATE FREIGHT TERMINAL (PFT)

The Company has a Joint Venture with Fourcee Infrastructure Equipments Pvt. Limited (FIEPL) for setting up a private freight terminal providing railway based logistic services and other facilities at Kashipur, Uttarakhand, as provided under extant guidelines of the Indian Railways. The facility is coming up at the area adjacent to the existing plant of Company at Kashipur.

The Parties have entered into a Joint Venture Agreement to co-operate and partner with each other for the purpose of setting-up, operating and managing the said Private Freight Terminal (PFT) in order to provide multi- modal logistics solutions to our Company and external customers and enhance its service delivery capacity. With the commissioning of this facility, logistics movement for both inbound and outbound cargo would become more dependable, reliable, economical, would also ensure on-time delivery of goods and enable better inventory management.

The total initial equity investment base of the Company would be around Rs. 30 Crores, which would be contributed by Joint Venture Partners equally. The estimated project cost would be Rs.75 Crores. The facility is expected to be commissioned by last quarter of this financial year.

EXPANSION / MODERNISATION / DIVERSIFICATION PLANS

The Company is actively pursuing growth opportunities and looking at areas to reduce its cost of production. Company is also evaluating plans to further expand its Ethoxylates capacity to improve its product mix and also considering the setting up of a Power Plant to reduce its dependence on external power.

Company has installed another SLOP fired boiler at Kashipur, which will provide additional coal saving.

The Company is setting up 10 ton biomass/day capacity pilot plant to convert lignocellulosic agricultural waste biomass to ethanol by using the bench-scale process developed at DBT-ICT Centre for energy Bio-Sciences, Mumbai. The Pilot Plant will use agricultural non-fodder lignocellulosic waste (i.e. Rice Straw, Wheat Straw & Bagasse) as feedstock to manufacture ethanol. The plant will aim at solving technical roadblocks in Lignocellulosic ethanol Technology in order to improve the overall situation with regard to alcohol availability. The plant is being set- up with the Department of Bio-Technology aid/loan.

FINANCE

During the year under review, Company has raised Term Loans of Rs. 36,574Lacs and repaid total loans of Rs. 29,613 Lacs

The Company has been regular in meeting its obligations towards payment of principal/interest to Financial Institutions/ Banks/Debenture holders/Fixed Deposit holders.

ADOPTION OF POLICY FOR PROTECTION OF WOMEN AT WORKPLACE

In compliance to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 passed with effect from 23rd April 2013, the Company adopted the guidelines & procedures to prevent, prohibit and punish sexual harassment of women at the workplace. The policy as approved by the Board is enforced with immediate effect and an Internal Complaints Committee is constituted thereunder.

LISTING OF SECURITIES

The shares of the Company shall continue to be traded at the Bombay Stock Exchange and the National Stock Exchange.

SUBSIDIARY COMPANIES

The Company operates a sugar manufacturing plant in the state of Uttar Pradesh with a crushing capacity of 7500 tones per day (TCD) alongwith a modern distillery of 60 KL per day (KLPD) producing high quality rectified spirit and an internal bagasse fired co-generation plant of 11 MW catering to the captive power needs of the sugar and distillery units.

The net worth of Shakumbari Sugar and Allied Industries Limited (SSAIL) has been completely eroded, therefore, the Company has been declared as Sick Company under the provisions of section 3(1) (o) of the Sick Industrial Companies (Special Provisions) Act, 1985. The BIFR has directed IDBI Bank Ltd. being the Operating Agency to prepare and submit the revival scheme for SSAIL.

Company has a 100% subsidiary in Singapore to augment its activities in South Eastern region & 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.

Your Company has three subsidiary companies, i.e. Shakumbari Sugar & Allied Industries Limited (SSAIL), IGL Finance Limited and IGL CHEM International Pte. Ltd. The Ministry of Corporate Affairs, Government of India, vide General Circular dated 8th February 2011 and 21st February 2011 has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular for non-inclusion of Subsidiary Companies'' Annual Report with the Annual Report of the Holding Company. The Company has satisfied the conditions stipulated in the circular and hence have availed the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

The Company undertakes that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the head office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

FIXED DEPOSIT

During the year, your Company had neither invited nor accepted any fixed deposits from the public. There are no overdue deposits except unclaimed deposits amounting to Rs. 6.86 Lacs.

DIRECTORS

Smt. Jayshree Bhartia, Shri Jagmohan N Kejriwal and Shri M.K. Rao, Directors of the Company, retiring by rotation and being eligible, offer themselves for reappointment. Your Directors recommend the reappointment of retiring Directors for your approval.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

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

- appropriate accounting policies have been selected and applied 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 at the end of the financial year ended 31st March, 2013 and of the profit and loss of the Company for that period;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report is appended herewith.

CORPORATE GOVERNANCE

The Board of Directors supports the broad principles of Corporate Governance. The report on Corporate Governance as stipulated in clause 49, as amended, of the listing agreement with the stock exchanges for the year ended 31st March, 2013 and Auditor''s Certificate on Corporate Governance are appended herewith.

AUDITORS & AUDIT REPORT

The Auditors, M/s. Lodha & Co., Chartered Accountants, retiring at the ensuing Annual General Meeting and offer themselves for reappointment. They have confirmed that they are eligible under Section 224(1B) of the Companies Act, 1956 for reappointment.

The Auditors in their Audit Report have invited the attention of the Shareholders towards non- provisioning by the Company against the investment in its subsidiary Company, Shakumbari Sugar and Allied Industries Limited (SSAIL) amounting to Rs. 5,427.50 Lacs and loans amounting to Rs. 1,713.30 Lacs. The Auditors have also invited the attention of the Shareholders towards Corporate Guarantee extended by the Company on behalf of SSAIL against outstanding amount of Financial

Institutions and Banks as stated in Note 27 (A) (iii) of the Financial Statements. The Company has already provided its clarification as contained in note no.34 of the Financial Statements i.e. considering the intrinsic value of the assets of SSAIL & long term nature of the investment and directions issued by BIFR for preparation of revival scheme by the Operating Agency, the management is confident of the recoverability/realisability of the value of Investment and loans provided to SSAIL, therefore, no provision in the opinion of the Management at this stage is considered necessary.

COST AUDITORS

Company has appointed M/s R J Goel and Co., Cost Accountants as Cost Auditors of the Company for the financial year 2012-13 under section 233B of the Companies Act, 1956. Cost Auditors have confirmed that they are eligible under Section 224(1B) of the Companies Act, 1956 for reappointment. The Cost Auditors have attended the Audit Committee Meeting, where their Report was discussed.

Due date for filing of the Cost Auditors Report in XBRL mode for the year 2012-13 with Central Government is 30th September, 2013. The due date for filing of the Cost Auditors Report in XBRL mode for the year 2011-12 with Central Government was 28th February, 2013, however, the Company had filed the same on 29th December, 2012.

ENVIRONMENT, ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, ETC.

The Company is working actively on various projects efficiently, approaching and targeting towards Clean Development Mechanism (CDM) and reduction in GHG emissions.

The Company has installed unique technology for converting distillery spentwash into fuel at both the plants viz. Kashipur and Gorakhpur. Through this technology, the spentwash is concentrated through five effect evaporator. The concentrate is utilized as fuel to substitute coal in a specifically designed boiler. The high pressure steam so generated is passed through the turbine for power generation and low pressure steam after turbine is utilized in the plant for operation. Due to this the Company is saving fossil fuel in terms of coal and substituting the essential power generation through DG sets.

The Biomass based Cogeneration Project activity taken up by the Company at its Gorakhpur, U.P. plant is successfully registered under Clean Development Mechanism (CDM) project by United Nations Framework Convention on Climate Change (UNFCCC) for ten year fixed crediting period 16/12/2010 to 15/12/2020. Under the Clean Development Mechanism, emission-reduction (or emission removal) projects in developing countries can earn certified emission reduction credits. These saleable credits can be used by developed countries to meet a part of their emission reduction targets under the Kyoto Protocol.

Your Company has received certification of Energy Management System (ISO 50001:2011) under integrated management system.

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 and the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 the required information relating to "Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo" is annexed hereto and forms part of this Report.

HUMAN RESOURCES

Your Directors wish to place on record their deep appreciation to employees at all levels for their all-round efforts, dedication, commitment and loyal services which helped in achieving satisfactory performance during the year.

The required information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the report and accounts are being sent to all shareholders of the Company excluding the Statement of particulars of Employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at Head Office of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Good governance demands adherence of social responsibility coupled with creation of value in the larger interest of the general public. Your Company, Directors and its dedicated employees continue to contribute towards society by several worthwhile causes. Your Company aims to enhance the quality of life of the community in general and has a strong sense of social responsibility. The range of following Corporate Social activities begins in and around Kashipur (Uttarakhand):

1 organizing regular Medical camps (three days a week) so that villagers get medical assistance free of cost;

2 organizing blood donation camps;

3 facilitating plantation of trees for better environment;

4 facilitating in constructing roads, bridges, drains and installing street lamps;

5 promoting schools in vicinity (Ajay Bhartia Saraswati

Shisu Mandir Jr. High School, Kashipur);

6 providing furniture and financial assistance for renovation of Community School at village Barkhedi, Kashipur;

7 installed hand pumps for drinking water, which is benefitting nearby areas;

8 extended support to the victims of flood affected during Monsoon;

9 distribution of blankets to poor during winter;

10 providing financial assistance for promotion of sports and socio-cultural activities in the State of Uttarakhand;

11 supporting the local administration in fighting and managing fire accidents and other disasters taking place in the surrounding area of Plant;

12 Sponsoring medical treatment for people in need.

Your Company is supporting a community school at Dwarka, New Delhi through a charitable organization Nirmal Bhartia Society for Education Promotion. The school is equipped with modern facilities and also has a good infrastructure. The school possesses qualified and experienced faculties, which enable children to make a great future.

The Company lent financial assistance to the underprivileged children under its CSR activity. Your Company is also extending educational and on-the-job training to the students of many professional Institutions and the professionals of many other Management and Engineering Institutions, which helps them to start a new beginning for their future professional career.

The Company has lent a helping hand to the affected people of Uttarakhand natural calamity by providing financial assistance.

At the end your Company constantly strives hard to serve the society by implementing such other policies which benefited people at large. The company always endeavors to give back the Society for the support the Company has received to rise and flourish.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation of the support given by the Central Government, States of Uttarakhand and Uttar Pradesh, Financial Institutions and banks and looks forward to their continued support.

for and on behalf of the Board

Place : NOIDA, U.P. U.S. Bhartia

Dated : 30.05.2013 Chairman and Managing Director

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Mar 31, 2012

The Directors are pleased to present the Twenty Eighth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2012.

Financial Results

(Amount in Rs. lacs except earnings per share) Year ended Year ended 31.03.2012 31.03.2011

Sales and Other Income 258,439 163,812

Profit before Depreciation, 22,537 10,538 Exceptional Item and Tax

Depreciation 7,753 6,862

Exceptional Item (904) Nil

Profit before Tax 15,688 3,676

Provision for Tax (5,229) (1,114)

Net Profit 10,459 2,562

Earning per share 37.51 9.19

Dividend

Your Directors are pleased to recommend a dividend of Rs. 3.00 (Rupees Three only) per equity share. The outgo on dividend will be Rs. 972.18 lacs including tax on dividend.

Performance

During the year under review, the growth in Profit was possible as a result of increased production and productivity, higher sales realization, better Cost management and operational efficiencies.

Ethylene Oxide Derivatives (EOD) business has witnessed improvement in profitability due to higher prices of Ethylene and Ethylene Oxide in the world markets. Improved capacity utilization has resulted in better cost Management. Company has also diversified towards production of Natural gums products, which has witnessed higher export prices realization and resultant high profit margins.

Sales and other income for the year under review has been Rs. 2,58,439 Lacs as compared to Rs. 1,63,812 Lacs last year showing an increase by 58% vis a vis last year. Profit before depreciation, exceptional item and tax for the year was Rs. 22,537 Lacs as compared to Rs. 10,538 Lacs last year showing an increase by 114%. The net profit after tax for the year was Rs. 10,459 Lacs as compared to Net Profit of Rs. 2,562 Lacs last year showing an increase by 308%.

The borrowing cost has increased to Rs. 11,320 lacs as compared to Rs. 9,152 lacs last year, due to increase in the borrowings as well as increase in the overall interest rates by all the banks.

During the year, your Company produced 200616 MT of Chemicals compared to 190546 MT last year. The Company has produced 105898 KBL of Ethyl Alcohol at Kashipur and Gorakhpur distillery and has produced 891 lacs PET Bottle for the Potable Alcohol plant at Gorakhpur.

Company has set up two 45 TPH SLOP boilers, one at Kashipur and other one at Gorakhpur for fuel saving and for treatment of effluent.

Company has also expanded Guar Gum plant capacity to meet huge demand of Guar oil field derivatives in international market.

Marketing

The Company is the largest manufacturer of Bio-MEG in the world made out of agriculture feedstock i.e. Molasses and Ethanol. Bio-MEG has an application, apart from other products, in PET bottles, which is used for packaging of beverage products. Sale in the Chemical segment has marginally decreased to 191265 MT compared to 193597 MT last year.

The performance of Natural Gums Division under the Chemical Segment had been overwhelming during the year under review. The Natural Gums products had been in high demand through the year and the same momentum is expected in coming years too. Your company has carved a niche in world market and now is known as a consistent quality manufacturer. In order to tap potential and opportunities, your company has undertaken a plan for expansion of production capacity of Natural Gums Division. With the increased capacities, your company will position itself in world market as one of the largest producer of guar gum powder. The existing per month capacity is being expanded further and the expanded capacity will be operational by October 2012.

Exports

During the year under review, your Company has achieved total export turnover of Rs. 1,25,481 lacs as compared to Rs. 70,462 lacs last year. Your Company expects reasonable growth in the overall export sales in the current year. Company has been granted 'One Star Export House' status by Government of India.

Ethyl Alcohol (Potable) & Extra Natural Alcohol

During the year, your Company registered total sales of Rs. 50,168 Lacs compared to Rs. 34,147 Lacs last year in the Ethyl Alcohol (Potable) division. During the year thrust was given on the export of high quality Extra Neutral Alcohol (ENA). The export turnover of Extra Neutral Alcohol (ENA) increased to Rs. 10,281 Lac during the year 2011-2012 as compared to Rs. 8,232 Lacs during the year 2010-11, registering an increase of 25% over the previous year. The Company was awarded Grand Gold Award for the second consecutive year from MONDE SELECTION, Belgium for its high quality of Extra Neutral Alcohol.

Company has the most modern captive distillery in Asia and is having license for operations in and sale of Country Liquor and Indian Made Foreign Liquor (IMFL) in the States of Uttar Pradesh and Uttarakhand. During the year, IMFL brands of the Company have been supplied to Canteen Stores Department (CSD) of Indian Defence Forces.

Company has a tie-up with Bacardi for bottling of their products at our Kashipur bottling unit.

Company is in process of introducing its IMFL brands in the higher range market and extensive brand building program shall be introduced in the current financial year.

Ennature Bio-Pharma Division (100% Export Oriented Undertaking)

Company has a 100% Export Oriented Unit (100% EOU) by the name of Ennature Bio-pharma division. The unit has established Supercritical Fluid Extraction- CO2 and solvent extraction facility at Dehradun. The unit is GMP ISO 9001, ISO22000, HACCP, Kosher and Halal certified. Unit at Dehradun has started production and R&D center duly recognized by Ministry of Science & Technology Government of India is working vigorously on the process of stabilizing and developing various Phytophar maceutical and Nutraceutical products for the developed markets.

Company during the year developed Indian grown health supplements for the developed market with Zero residual solvents by SCF-CO2 technology. These products have given stupendous boost to the growth of the business of Bio-Pharma. During the year, Company has become a qualified supplier to many large conglomerates worldwide for natural colors, nutraceuticals, health supplements and plant based Active Pharmaceuticals Ingredients (APIs). Company has established its name as a quality manufacturer and supplier with stringent QC and QA controls in place.

During the year, your Company registered total sales of Rs. 3,638 lacs as compared to Rs. 1,538 lacs last year in the Ennature Bio-Pharma Division. The Company has major thrust and focus on new Phytochemicals, which company is envisaging to launch.

Industrial Gases

The Company has an Industrial Gases division producing Oxygen, Nitrogen and Argon with an overall capacity of 13,460 NM3/h. During the year under review, Company produced approximately 651 lacs NM3 of Oxygen and 228 lacs NM3 of Nitrogen. Both Oxygen and Nitrogen were successfully marketed and also used for own requirement. Industrial gases division also produced 16 lacs NM3 of Argon.

The Industrial Gases division has also produced food and industrial grade liquid Carbon Di-oxide (CO2) at Kashipur Plant having capacities of 160 MT/day each, to meet growing demand in the domestic market. Company has produced 45296 MT of Carbon Di-oxide (CO2). During the year, Industrial Gases segment registered total sales of Rs. 3,144 lacs compared to Rs. 2,941 lacs last year.

Joint Venture for Private Freight Terminal (PFT)

The Company is setting up a Private Freight Terminal (PFT) under a joint venture with Fourcee Infrastructure Equipments Pvt. Ltd. for providing railways-based logistics services and other facilities at Kashipur, Uttarakhand, as provided under extant guidelines of the Indian Railways. The facility is coming up at the area adjacent to the existing plant of Company at Kashipur.

The Parties have entered into a Joint Venture Agreement to co-operate and partner with each other for the purpose of setting-up, operating and managing the said Private Freight Terminal (PFT) in order to provide multi-modal logistics solutions to our Company and external customers and enhance its service delivery capacity. With the commissioning of this facility, logistics movement for both inbound and outbound cargo would become more dependable, reliable, economical, would also ensure on-time delivery of goods and enable better inventory management.

Expansion/Modernization/Diversification Plans

The Company is actively pursuing growth opportunities and looking at areas to reduce its cost of production. Company is also evaluating plans to further expand its Ethoxylates capacity to improve its product mix and also considering the setting up of a Power Plant to reduce its dependence on external power. Company is also installing additional EO reactor to enhance the EO catalyst life and to have maximum production throughout the life of the catalyst.

Company is also installing another SLOP fired boiler at Kashipur, which will provide additional coal saving. In addition, the Company is actively pursuing expansion opportunities for its business other than Chemicals.

The Company is setting up 10 ton biomass/day capacity pilot plant to convert lignocelluloses agricultural waste biomass to ethanol by using the bench-scale process developed at DBT-ICT Centre for energy Bio-Sciences, Mumbai. The Pilot Plant will use agricultural non-fodder lignocelluloses waste (i.e. Rice Straw, Wheat Straw & Bagasse) as feedstock to manufacture ethanol. The plant will aim at solving technical roadblocks in Lignocelluloses ethanol Technology in order to improve the overall situation with regard to alcohol availability. The plant is being set-up with the Department of Bio-Technology aid/ loan.

Finance

During the year under review, Company has raised Term Loans of Rs. 2533 million and repaid total loans of Rs. 1953 million.

The Company has been regular in meeting its obligations towards payment of principal/interest to Financial Institutions /Banks/Debenture holders/Fixed Deposit holders.

Listing of Securities

The shares of the Company shall continue to be traded at the Bombay Stock Exchange and the National Stock Exchange.

Subsidiary Companies

The Company is having controlling stake in Shakumbari Sugar & Allied Industries Limited (SSAIL), which operates a sugar manufacturing plant in the state of Uttar Pradesh with a crushing capacity of 5500 tonnes per day (TCD) along with a modern distillery of 60 KL per day (KLPD) producing high quality rectified spirit and an internal bagasse fired co-generation plant of 11.4 MW catering to the captive power needs of the sugar and distillery units.

The Company has completed first phase of expansion plan and the capacity of sugar manufacturing plant has been enhanced from 3200 TCD to 5500 TCD and co- generation plant capacity has been enhanced from 3 MW to 10.4 MW of power generation.

The net worth of Shakumbari Sugar and Allied Industries Limited (SSAIL) has been completely eroded as on 31st March, 2012, therefore, reference report under the provisions of Section 15 of the Sick Industrial Companies (Special Provision) Act, 1985 has been filed before BIFR.

Company has a 100% subsidiary in Singapore to augment its activities in South Eastern region & 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.

Your Company has three subsidiary companies, i.e. Shakumbari Sugar & Allied Industries Limited (SSAIL), IGL Finance Limited and IGL CHEM International Pte. Ltd. The Ministry of Corporate Affairs, Government of India, vide General Circular dated 8th February 2011 and 21st February 2011 has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular for non-inclusion of Subsidiary Companies' Annual Report with the Annual Report of the Holding Company. The Company has satisfied the conditions stipulated in the circular and hence have availed the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

The Company undertakes that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the head office of the company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

Fixed Deposit

The amount of Fixed Deposit held as on 31st March, 2012 was Rs. 9.00 lacs. There are no overdue deposits except unclaimed deposits amounting to Rs. 9.13 lacs.

Directors

Shri R.C. Misra, Shri Autar Krishna and Shri Jitender BalaKrishnan, Directors of the Company, retiring by rotation and being eligible, offer themselves for reappointment. Your Directors recommend the reappointment of retiring Directors for your approval.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

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

- appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2012 and of the profit and loss of the Company for that period;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

Management Discussion and Analysis

A separate report is appended herewith.

Corporate Governance

The Board of Directors supports the broad principles of Corporate Governance. The report on Corporate Governance as stipulated in clause 49, as amended, of the listing agreement with the stock exchanges for the year ended 31st March, 2012 and Auditor's Certificate on Corporate Governance are appended herewith.

Auditors & Audit Report

The Auditors, M/s. Lodha & Co., Chartered Accountants, retiring at the ensuing Annual General Meeting and offer themselves for reappointment. They have confirmed that they are eligible under Section 224(1B) of the Companies Act, 1956 for reappointment.

The Auditors in their Audit Report have invited the attention of the Shareholders towards non provisioning by the Company against the investment in its subsidiary Company, Shakumbari Sugar & Allied Industries Limited (SSAIL) amounting to Rs. 5,427.50 lacs and loans amounting to Rs. 1,546.67 lacs. The Company has already provided its clarification as contained in the note no.34

(ii) & (iii) i.e. considering the intrinsic value of the assets of SSAIL & long term nature of the investment, the management is confident of the recoverability/reliability of the value of Investment and loans provided to SSAIL, therefore, no provision in the opinion of the Management at this stage is considered necessary.

Environment, Energy Conservation, Technology Absorpition, etc.

The Company is working actively on various projects efficiently, approaching and targeting towards Clean Development Mechanism (CDM) and reduction in GHG emissions.

The Company has installed unique technology for converting distillery spentwash into fuel at both the plants viz. Kashipur and Gorakhpur. Through this technology, the spentwash is concentrated through five effect evaporator. The concentrate is utilized as fuel to substitute coal in a specifically designed boiler. The high pressure steam so generated is passed through the turbine for power generation and low pressure steam after turbine is utilized in the plant for operation. Due to this the company is saving fossil fuel in terms of coal and substituting the essential power generation through DG sets.

The Biomass based Cogeneration Project activity taken up by the Company at its Gorakhpur, U.P. plant is successfully registered under Clean Development Mechanism (CDM) project by United Nations Framework Convention on Climate Change (UNFCCC) for ten year fixed crediting period 16/12/2010 to 15/12/2020. Under the Clean Development Mechanism, emission-reduction (or emission removal) projects in developing countries can earn certified emission reduction credits. These saleable credits can be used by developed countries to meet a part of their emission reduction targets under the Kyoto Protocol.

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 and the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 the required information relating to "Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo" is annexed hereto and forms part of this Report.

Human Resources

Your Directors wish to place on record their deep appreciation to employees at all levels for their all-round efforts, dedication, commitment and loyal services which helped in achieving satisfactory performance during the year.

The required information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the report and accounts are being sent to all shareholders of the Company excluding the Statement of particulars of Employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at Head Office of the Company.

Corporate Social Responsibility

Good governance demands adherence of social responsibility coupled with creation of value in the larger interest of the general public. Your Company, Directors and its dedicated employees continue to contribute towards society by several worthwhile causes. Your Company aims to enhance the quality of life of the community in general and has a strong sense of social responsibility.

The range of following Corporate Social activities begins in and around Kashipur (Uttarakhand):

1. organizing regular Medical camps (three days a week) so that villagers get medical assistance free of cost;

2. organizing blood donation camps;

3. facilitating plantation of trees for better environment;

4. facilitating in constructing roads, bridges, drains and installing street lamps;

5. promoting schools in vicinity (Ajay Bhartia Saraswati Shisumandir Jr. High School Kashipur);

6. providing furniture and financial assistance for renovation of Community School at village Barkhedi, Kashipur;

7. installed hand pumps for drinking water, which is benefitting nearby areas;

8. extended support to the victims of flood affected during Monsoon;

9. distributing of blankets to poor during winter;

10. providing financial assistance for promotion of sports and socio-cultural activities in the State of Uttarakhand;

11. supporting the local administration in fighting and managing fire accidents and other disasters taking place in the surrounding area of Plant;

Your company has also installed hand pumps for drinking water in the nearby villages of Gorakhpur Distillery and Constructed a shed at village Kalesar for use as community center at Gorakhpur.

Your Company is supporting a community school at Dwarka, New Delhi through Nirmal Bhartia Society for Education Promotion, and a charitable institution by making grants, School is now operational. The school is equipped with modern facilities and also has a good infrastructure. The school possess qualified and experienced faculties, which enable children to make a great future.

Your Company extending educational and on-job training to the students of many professional Institutions and the professionals of many other Management and Engineering Institutions, which helps them to start a new beginning for their future professional career.

At the end your Company constantly strive hard to serve the society by implementing such other policies which benefited people at large.

Acknowledgement

Your Directors place on record their deep appreciation of the support given by the Central Government, States of Uttarakhand and Uttar Pradesh, Financial Institutions and banks and looks forward to their continued support.

for and on behalf of the Board

Place : NOIDA, U.P U.S. Bhartia

Dated :25th July, 2012 Chairman and Managing Director

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Mar 31, 2011

To The Members

The Directors are pleased to present Twenty Seventh Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2011.

Financial Results (Rs.in lacs)

Year ended Year ended 31.03.2011 31.03.2010

Sales and other income 185,992 141,290

Profit/(loss) before 10,538 7,391 depreciation, exceptional item and tax

Depreciation 6,862 5,907

Exceptional item Nil (1,626)

Profit/(loss) before tax 3,676 3,110

Provision/(credit) for tax 1,114 1,110

Net profit/(loss) 2,562 2,000

Profit/(loss) brought forward 27,109 25,698

Profit available for 29,671 27,698 appropriation

Dividend

Your Directors are pleased to recommend a dividend of Rs.1.50 (Rupee One and paisa fifty only) per equity share. The outgo on dividend will be Rs.486.09 lacs including tax on dividend.

Performance

During the year under review, performance of the Company has shown improvement consequent to the improvement in the overall economic situation worldwide. The price of Glycols have started showing upward trend in the current year vis a vis last year. However, the prices of feedstock like molasses and alcohol have increased due to the Government decision to increase the use of Ethanol for blending in Petroleum. Keeping in mind the reduction in the prices of the Glycols in the year 2009- 10, Company had diversified towards production of high value added Ethylene Oxide Derivatives (EODs), which has provided better margins as compared to Glycols.

Sales and other income for the year under review has been Rs.185,992 Lacs compared to Rs.141,290 Lacs last year showing an increase by 32% vis a vis last year. Profit before depreciation, exceptional item and tax for the year has been Rs.10,538 Lacs as compared to Rs.7,391 Lacs last year showing an increase by 43%. The net profit after tax for the year has been Rs.2,562 Lacs as compared to net Profit of Rs.2,000 Lacs last year.

The borrowing cost has increased to Rs.8,631 lacs as compared to Rs.6,009 lacs last year, due to increase in the borrowings as well as increase in the overall interest rates by all the banks. The Company has taken various steps to keep the borrowing cost under control by availing PCFC, Buyers credit and converting Rupee Loans into FCNRB Loans.

During the year, your Company produced 76,364 MT of Glycols compared to 47,865 MT last year. Ethylene Oxide Derivatives (EODs) production has been 106,927 MT compared to 97,803 MT last year.

The Company has produced 37,280 KBL of Potable Alcohol and has produced 664 lacs PET Bottle at Gorakhpur for the Potable Alcohol plant at Gorakhpur.

Marketing

The Company is the largest manufacturer of Bio-MEG in the world made out of agriculture feedstock i.e. Molasses and Ethanol. Bio-MEG has an application, apart from other products, in PET bottles, which is used for packaging of beverage products. Sale of Glycols has been 77,572 MT compared to 43,677 MT last year. The sale of Ethylene Oxide Derivatives (EODs) has been 108,585 MT compared to 97,254 MT last year.

Exports

During the year under review, your Company has achieved total export turnover of Rs.70,462 lacs as compared to Rs.41,068 lacs last year. Your Company expects reasonable growth in the overall export sales in the current year. Company has been granted `One Star Export House’ status by Government of India, Office of the Jt. Director General of Foreign Trade.

Natural gum

During the year, your Company achieved total sales of Rs.6,488 lacs of the Natural Gum products out of which the export turnover was Rs.6,322 lacs as compared to total sales of Rs.2,624 lacs last year out of which the export turnover was Rs.2,584 lacs. The Company has registered a growth of 147% in Natural Gum segment, due to high international quality standard. The Company is modifying its existing Guar Gum Plant to upgrade the quality of the product of first hydrating Guar going for Oil Field Industry. The Company has enhanced the production capacity by 50% as against earlier capacity and is also further planning to increase capacity by end of August 2011 to cater to the growing international demand.

Ethyl alcohol (potable) & extra natural alohol

During the year, your Company registered total sales of Rs. 34,147 lacs compared to Rs.38,707 lacs last year in the Ethyl Alcohol (Potable) and Extra Natural Alcohol division. Efforts are being made to increase the sales of Ethyl Alcohol (Potable). Company has the most modern & largest captive distillery in Asia and is among few Companies in the country having license of operations in and sale of Country Liquor and Indian Made Foreign Liquor (IMFL) in the states of Uttar Pradesh and Uttarakhand. During the year, IMFL brands of the Company have been supplied to Defence Forces Canteens (CSD). The Segment contributes around 19% in the total revenues of the Company.

Ennature bio-pharma division (100% export oriented undertaking)

Company has a 100% Export Oriented Unit (100% EOU) by the name of Ennature Bio-pharma division. The Company has taken 47 acres land on lease from Uttarakhand government, where it is growing a wide variety of medicinal plants etc. It has also set up a Supercritical Fluid Extraction facility (SCFE) at Dehradun, which will be cGMP and HACCP compliant. The unit is Kosher certified and approved by Indian Food & Drug Authorities (FDA). SCFE at Dehradun has started production and is in process of stabilizing and developing various Phytopharmaceuticals and Nutraceuticals products. The unit has received accreditation from the Indian Spices Board and has been enrolled as members of Pharmexcil and Shellac Export Promotion Council. This unit will be used for extraction of Dietary Food supplements, Natural Colors, Health care fruits & vegetables, Herbal Extracts, Fruit flavors & fragrances & Spice flavors & extracts. Future thrust is to become supplier of more refined natural active pharmaceutical ingredients (API) & intermediates to pharmaceutical & natural health product industries. All these are very high value added products. Since this will be a 100% EOU, this diversification will provide tax benefit also. During the year, your Company registered total sale of Rs.1,538 lacs in the Ennature Bio Pharma Division.

Industrial gases

The Company has an Industrial Gases division producing Oxygen, Nitrogen and Argon with an overall capacity of 13,460 NM3/h. During the year under review, Company produced approximately 641 lacs NM3 of Oxygen and 218 lacs NM3 of Nitrogen. Both Oxygen and Nitrogen were successfully marketed and also used for own requirement. Industrial gases division also produced 13 lacs NM3 of Argon.

The Industrial Gases division has also produced food and industrial grade liquid Carbon Di-oxide (CO2) at Kashipur Plant having capacities of 160 MT/day each, to meet growing domestic market. Company has produced 46,102 MT of Carbon Di-oxide (CO2). During the year, Industrial Gases segment registered total sales of Rs.2,941 lacs compared to Rs. 2,330 lacs last year.

Joint venture for private freight terminal (PFT)

Our Company is setting up a Private Freight Terminal (PFT) under a joint venture with Fourcee Infrastructure Equipments Pvt. Ltd. as permitted vide Freight Marketing Circular No. 14 of 2010 dated 31.05.2010, and Freight Marketing Circular No. 6 of 2011 dated 21.06.2011 by the Indian Railways, for providing railways-based logistics services and other facilities at Kashipur, Uttarakhand, as provided under extant guidelines of the Indian Railways. The facility would be adjacent to the existing plant of Company at Kashipur.

The Parties have entered into a Memorandum of Understanding to co-operate and partner with each other for the purpose of setting-up, operating and managing the said Private Freight Terminal (PFT) in order to provide multi-modal logistics solutions to our Company and external customers and enhance its service delivery capacity. With the commissioning of this facility, logistics movement for both inbound and outbound cargo would become more dependable, reliable, economical, would also ensure on-time delivery of goods and enable better inventory management.

Expansion / modernisation / diversification plans

The Company is actively pursuing growth opportunities and looking at areas to reduce its cost of production. The Company is evaluating plans to further expand its Ethoxylates capacity to improve its product mix and also considering the setting up of a Power Plant to reduce its dependence on external power. In addition, the Company is actively pursuing expansion opportunities for its business other than Chemicals.

The Company is setting up 10 ton biomass/day capacity pilot plant to convert lignocellulosic agricultural waste biomass to ethanol by using the bench-scale process developed at DBT-ICT Centre for Energy Bio-Sciences, Mumbai. The pilot plant will use agricultural non-fodder lignocellulosic waste (i.e. Rice straw, Wheat straw & Bagasse) as feedstock to manufacture ethanol. The plant will aim at solving technical roadblocks in lignocellulosic ethanol technology in order to improve the overall situation with regard to alcohol availability. The plant is being set-up with the Department of Bio- Technology aid/loan.

Finance

During the year under review, Company has raised Rupee Term Loans of Rs.3,170 million. The Company has repaid total loans of Rs.2,010 million, out of which Company repaid Rupee Term Loan of Rs.1513 million and Foreign Currency Loans of US$ 7.61 million and JPY 276.25 million equivalents to Rs. 497 million.

The Company has been regular in meeting its obligations towards payment of principal/interest to Financial Institutions / Banks / Debentureholders / Fixed Deposit holders.

Listing of securities

The shares of the Company shall continue to be traded at the Bombay Stock Exchange and the National Stock Exchange.

Subsidiary companies

The Company is having controlling stake in Shakumbari Sugar & Allied Industries Limited (SSAIL), which operates a sugar manufacturing plant in the state of Uttar Pradesh with a crushing capacity of 5500 tones per day (TCD) alongwith a modern distillery of 40 KL per day (KLPD) producing high quality rectified spirit, ethanol and country liquor and an internal bagasse fired co-generation plant of 11.4 MW catering to the captive power needs of the sugar and distillery units.

The Company has completed first phase of expansion plan and the capacity of sugar manufacturing plant has been enhanced from 3200 TCD to 5500 TCD and co- generation plant capacity has been enhanced from 3 MW to 10.4 MW of power generation.

Your Company has also established a subsidiary in Singapore to augment its activities in South Eastern region & help the marketing of products from Chemical Plant and Supercritical Fluid Extraction facility to large buyers in US, Europe and South East Asia. Your Company has three, wholly owned subsidiary companies, i.e. Shakumbari Sugar & Allied Industries Limited (SSAIL), IGL Finance Limited and IGL CHEM International Pte. Ltd. The Ministry of Corporate Affairs, Government of India, vide General Circular dated 8th February 2011 and 21st February 2011 has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular for non-inclusion of Subsidiary Companies’ Annual Report with the Annual Report of the Holding Company. The Company has satisfied the conditions stipulated in the circular and hence have availed the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

The Company undertakes that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the head office of the company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

Fixed deposit

The amount of Fixed Deposit held as on 31st March, 2011 was Rs.179.68 lacs. There are no overdue deposits except unclaimed deposits amounting to Rs.46.90 lacs.

Directors

Shri Pradip Kumar Khaitan, Shri Ravi Jhunjhunwala and Shri U.S Bhartia, Directors of the Company, retiring by rotation and being eligible, offer themselves for reappointment. Your Directors recommend the reappointment of retiring Directors for your approval.

During the year under review, the Board of Directors has appointed Shri Jitender Balakrishnan as Additional Director of the Company, who will hold the office till ensuing Annual General Meeting of the Company. The Board has recommended the appointment of Shri Jitender Balakrishnan as Director of the Company, whose period of office shall be liable to determination for retirement by rotation.

Directors' responsibility statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

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

- appropriate accounting policies have been selected and applied 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 at the end of the financial year ended 31st March, 2011 and of the profit and loss account of the Company for that period;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

Management discussion and analysis

A separate report is appended herewith.

Corporate governance

The Board of Directors supports the broad principles of Corporate Governance. The report on Corporate Governance as stipulated in clause 49, as amended, of the listing agreement with the stock exchanges for the year ended 31st March, 2011 and Auditor’s Certificate on Corporate Governance are appended herewith.

Auditors

The Auditors, M/s. Lodha & Co., Chartered Accountants, retiring at the ensuing Annual General Meeting and offer themselves for reappointment. They have confirmed that they are eligible under Section 224(1B) of the Companies Act, 1956 for reappointment.

Environment, energy conservation, technology absorption, etc.

The Company is working actively on various projects efficiently, approaching and targeting towards Clean Development Mechanism (CDM) and reduction in GHG emissions.

The Company has installed distillery effluent Evaporators at Gorakhpur and the concentrated effluent is burnt in specially designed boiler, the calorific value of concentrated effluent generates super heated steam which is utilized for power generation. In the same way, your company has installed distillery evaporator at Kashipur Plant alongwith Boiler and the same superheated steam produced will generate power in 8.64 MW Turbo generator. The power will be utilized for plant operation as essential power which is being generated by DG set and back pressure steam will be utilized for plant operation.

The Biomass based Cogeneration Project activity taken up bythe Company at its Gorakhpur, U.P plant is successfully registered under Clean Development Mechanism (CDM) project by United Nations Framework Convention on Climate Change (UNFCCC) having equivalent 110157 CERs (certified emission reduction) per annum for ten year fixed crediting period 16/12/2010 to 15/12/2020. Under the Clean Development Mechanism, emission- reduction (or emission removal) projects in developing countries can earn certified emission reduction credits. These saleable credits can be used by industrialized countries to meet a part of their emission reduction targets under the Kyoto Protocol.

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 and the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 the required information relating to “Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo” is annexed hereto and forms part of this Report.

Human resources

Your Directors wish to place on record their deep appreciation to employees at all levels for their all-round efforts, dedication, commitment and loyal services which helped in achieving satisfactory performance during the year.

The required information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the report and accounts are being sent to all shareholders of the Company excluding the Statement of particulars of Employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at Head Office of the Company.

Social responsibility

Good governance demands adherence of social responsibility coupled with creation of value in the larger interest of the general public. Your Company, Directors and its dedicated employees continue to contribute towards society by several worthwhile causes. Your Company aims to enhance the quality of life of the community in general and has a strong sense of social responsibility.

The range of our activities begins in and around Kashipur (Uttarakhand) by organizing regular Medical camps (three days a week) so that villagers get medical assistance free of cost and also active participation in organizing blood donation camps, facilitating plantation of trees for better environment, facilitating in constructing roads, bridges, drains and installing street lamps , promoting schools in vicinity (Ajay Bhartia Saraswati Shisumandir Jr High School Kashipur), providing furniture and other infrastructure facilities to nearby school (Barkhedi ) and hand pumps for drinking water, which is benefiting nearby areas. The Company also extends support to the victims of flood affected during Monsoon, distributing of blankets to poor during winter, promoting Sports and socio-cultural activities in the State of Uttarakhand, supporting the local administration in fighting and managing fire accidents and other disasters taking place in the close by areas of factory and other noble works in the surrounding area of factory.

Your Company is supporting a community school at Dwarka, New Delhi through Nirmal Bhartia Society for Education Promotion, and a charitable institution by making grants, School is now operational. The school is equipped with modern facilities and also has a good infrastructure. The school possess qualified and experienced faculties, which enable children to make a great future.

Your Company extending educational and on-job training to the students of many professional Institutions and the professionals of many other Management and Engineering Institutions, which helps them to start a new beginning for their future professional career.

At the end your Directors constantly strive hard to serve the society by implementing such other policies which benefited people at large.

Acknowledgment

Your Directors place on record their deep appreciation of the support given by the Central Government, States of Uttarakhand and Uttar Pradesh, Financial Institutions and banks and looks forward to their continued support.

for and on behalf of the Board

U.S. Bhartia Chairman and Managing Director

Place : NOIDA,U.P Dated : 16th July,2011

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Mar 31, 2010

The Directors are pleased to present Twenty Sixth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010.

Financial Results (Rs. in lacs) Year ended Year ended 31.03.2010 31.03.2009

Sales and other income 138499.40 116960.09

Profit/(loss) before

depreciation, exceptional

item*and tax 7390.50 (3307.90)

Depreciation 5907.16 5673.45

Exceptional item (1626.58) 4743.67

Profit/(loss) before tax 3109.92 (13725.02)

Provision/(credit) for tax 1110.40 (4535.86)

Net profit/(loss) 1999.52 (9189.16)

Profit/(loss) brought forward 25698.40 35213.78

Profit available for appropriation 27697.92 26024.62

Which the directors have appropriated as follows:

- Transfer to general reserve 100.00 0.00

- Proposed dividend 418.24 278.83

- Corporate dividend tax 71.08 47.39

Balance carried forward 27108.60 25698,40

Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.50 (Rupee One and paisa fifty only) per equity share. The outgo on dividend will be Rs.489.32 lacs including tax on dividend.

Performance

During the year under review, performance of the Company has shown significant improvement consequent to the improvement in the overall economic situation worldwide. The price of Glycols have started showing on upward trend and have since improved from a low of US$ 544 per MT to US$ 1005 per MT by last quarter of the year However, the prices of feedstock like molasses and alcohol did not come down in line with international prices of crude oil. During the year under review, the performance was adversely affected as domestic prices of our feedstock viz. molasses and alcohol was high on account of poor availability of sugar cane, therefore, the Company had to depend upon imported Alcohol. Consequently, Company was forced to regulate its Glycols production and diversified toward production of high value Ethylene Oxide Derivatives (EODs), which could provide better margins as compared to Glycols.

Sales and other income for the year under review has been Rs. 134555 Lacs compared to Rs. 114125 Lacs last year and Rs.153.868 Jacs a year before. Profit before. depreciaton exceptional item and tax for the year has been Rs.7390 Lacs as compared to Loss of Rs.3308 Lacs last year and Profit of Rs.30367 lacs a year before and net profit after tax for the year has been Rs.2000 Lacs.

Profitability has also improved on account of reduction in interest cost during the year. The borrowing cost of funds has reduced to Rs.3219 lacs as compared to Rs.7706 lacs last year. This has happened due to better financial management, recourse to low cost borrowings in form of Packing Credit in foreign exchange, Buyers Credit and favorable exchange rate movement.

During the year, your Company produced 47864 MT of Glycols compared to 66327 MT last year. Ethylene Oxide Derivatives (EODs) production has increased to 97804 MT compared to 65196 MT last year. Company has commissioned two Stirred Reactor for enhancing the production capacity of Ethoxylates.

Company has produced 28844 KBL of Alcohol at its distilleries at Kashipur and Gorakhpur, which has supplemented ethanol, required for production of Glycols and Ethylene Oxide Derivatives (EOD) and has reduced the dependence on purchase of external alcohol. Company has also produced 44082 KBL of Potable Alcohol.

Company has set up a Turbo Generator of 12 MW capacity at Kashipur. This plant generates power by using high pressure steam. This has resulted in substantial power saving and reduced dependence on external power.

Company has installed two PET Bottle manufacturing machines at Gorakhpur to manufacture 100 lacs PET Bottles per month for the Potable Alcohol plant at Gorakhpur.

Marketing

The Company is the largest manufacturer of Bio-MEG in the world made out of agriculture reserves i.e. Molasses and Ethanol. Bio-MEG has an application, apart from other

products, in PET bottles used for packaging of beverage products. Sale of Glycols has been 43677 MT compared to 63159 MT last year. The sale of Ethylene Oxide Derivatives (EODs) has been 97254 MT compared to 63908 MT last year.

Exports

During the year under review, your Company has achieved total export turnover of Rs.41068 lacs as compared to Rs.23562 lacs last year. Your Company expects reasonable growth in the overall export sales in the current year. Company has been granted One Star Export House status by Government of India, Office of the Jt. Director General of Foreign Trade.

Natural gum

During the year, your Company achieved total sales of Rs.2624 lacs of the Natural Gum products out of which the export turnover was Rs.2584 lacs compared to total sales of Rs. 1604 lacs last year out of which the export turnover was Rs.1514 lacs. Company is diversifying into the field of Guar Gum derivatives used for Oil Field Industry and Textile Industry. The Company is modifying its existing Guar Gum Plant to produce value added derivatives for Oil Field Industry, specialty derivatives for food & paper industry and Textile Industry.

Ethyl alcohol (potable) & extra natural alohol

During the year, there has been substantial growth in the Ethyl Alcohol (Potable) segment. Your Company registered total sales of Rs.38707 lacs compared to Rs. 26845 lacs last year. Efforts are being made to further increase the sales of Ethyl Alcohol (Potable). Company has most modern & largest captive distillery in Asia and is among few Companies in the country having license of operations in and sale of Country Liquor and Indian Made Foreign Liquor (IMFL) in two states of Uttar Pradesh and Uttarakhand. During the year, IMFL brands of the Company have been approved for Supply to Defence forces Canteens (CSD). The Segment contributes around 29% in the total revenues of the Company.

Ennature bio-pharma division (100% export oriented undertaking)

Company has set up a 100% Export Oriented undertaking (100% EOU) by the name of Ennature Bio-pharma division. The Company has taken 47 acres land on lease from Uttarakhand government, where it is growing a wide variety of medicinal plants etc. It has also set up a Supercritical Fluid Extraction facility (SCFE) at Dehradun, which will be cGMP compliant and in the process of being cGMP and HACCP. The unit is Kosher certified and approved by India Food & Drug Authorities (FDA). SCFE at Dehradun has started on trial production of the plant and is in process of stabilizing and developing various Phytopharmaceuticals and Nutraceuticals products. The unit has received accreditation from the Indian Spices Board and has been enrolled as members of Pharmexcil and Shellac Export Promotion Council. This unit will be used for extraction of Dietary Food supplements, Natural Colors, Health care fruits & vegetables, Herbal Extracts, Fruit flavors & fragrances & Spice flavors & extracts. Future thrust is to become supplier of more refined natural active pharmaceutical ingredients (API) & intermediates to pharmaceutical & natural health product industries. All these are very high value added products. Since this will be a 100% EOU, this diversification will provide tax benefit also.

Industrial gases

The Company has also set up an Industrial Gases division producing Oxygen, Nitrogen and Argon with an overall capacity of 13460 NM3/h. During the year under review, Company produced 55095402 NM3 of Oxygen and 16119619 NM3 of Nitrogen. Both Oxygen and Nitrogen were successfully marketed and also used for own requirement. Industrial gases division also produced 1449028 NM3 of Argon.

The Industrial Gases division has diversified to produce food and industrial grade liquid Carbon Di-oxide (C02) at Kashipur Plant having capacities of 160 MT/day each, to meet growing domestic market. Company has produced 30394 MT of Carbon Di-oxide (C02). During the year, Industrial Gases segment registered total sales of Rs.2330 lacs compared to Rs.1607 lacs last year.

RAB (concentrated sugarcane juice)

During the year under review, RAB (concentrated sugarcane juice) unit was completely operational. Entire production of RAB consumed captively to supplement ethanol requirement.

Expansion / modernisation / diversification plans

The Company is actively pursuing growth opportunities and looking at areas to reduce its cost of production. The Company is evaluating plans to further expand its Ethoxylates capacity to improve its product mix and also considering the setting up of a Power Plant to reduce its dependence on external power. In addition, the Company is actively pursuing expansion opportunities for its business other than Chemicals.

Finance

During the year under review, Company has raised Rupee Term Loans of Rs.245 Crores to part finance the project cost of ongoing capital expenditure. The Company has repaid total loans of Rs.204.03 Crores, out of which Company repaid Rupee Term Loan of Rs. 122.52 Crores and Foreign Currency Loans of US$ 13.29 million and JPY 276.25 million equivalents to Rs.81.51 crores.

The Company has been regular in meeting its obligations towards payment of principal/interest to Financial Institutions/Banks/Debentureholders/Fixed Deposit holders.

Listing of securities

The shares of the Company shall continue to be traded at the Bombay Stock Exchange and the National Stock Exchange.

Subsidiary companies

The Company is having controlling stake in Shakumbari Sugar & Allied Industries Limited (SSAIL), which operates a sugar manufacturing plant in the state of Uttar Pradesh with a crushing capacity of 5500 tones per day (TCD) alongwith a modern distillery of 40 KL per day (KLPD) producing high quality rectified spirit, ethanol and country liquor and an internal bagasse fired co-generation plant of 11,4 MW catering to the captive power needs of the sugar and distillery units.

The Company has completed first phase of expansion plan and the capacity of sugar manufacturing plant has been enhanced from 3200 TCD to 5500 TCD and co-generation plant capacity has been enhanced from 3 MW to 10.4 MW of power generation. In the second phase of expansion plan, the capacity of sugar manufacturing plant will be enhanced from 5500 TCD to 7500 TCD, the

distillerys capacity would be expanded to 85 KLPD from the present 40 KLPD for making ethanol from molasses/ sugarcane juice and co-generation plant capacity will be enhanced from 10.4 MW to 25.5 MW of power generation out of which approximately 15.5 MW power generation will be used to cater the captive power need of expanded sugar and distillery units, the surplus power of approximately 10 MW will be sold to grid.

Your Company has also established a subsidiary in Singapore to augment its activities in South Eastern region & help the marketing of products from Supercritical Fluid Extraction facility at Dehradun to large buyers in US & Europe.

As required under Section 212 of the Companies Act, 1956, the Audited statement of accounts, alongwith the report of the Board of Directors and the Auditors Report thereon, of the subsidiary Company viz. IGL Finance Limited, IGLCHEM International Pte. Ltd. and Shakumbari Sugar and Allied Industries Ltd., for the year ended 31st March, 2010, are annexed.

Fixed deposit

The amount of Fixed Deposit held as on 31st March, 2010 was Rs. 1133.40 lacs. There are no overdue deposits except for unclaimed deposits amounting to Rs. 390.60 lacs.

Directors

Shri M.K. Rao, Smt. Jayshree Bhartia and Shri Jagmohan N, Kejriwal, Directors of the Company, retiring by rotation and being eligible, offer themselves for reappointment. Your Directors recommend the reappointment of retiring Directors for your approval.

Directors responsibility statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

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

Appropriate accounting policies have been selected and applied 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 at the end of the financial year ended 31st March, 2010 and of the profit and loss of the Company for that period;

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The annual accounts have been prepared on a going concern basis,

Corporate governance

The Board of Directors supports the broad principles of Corporate Governance. The report on Corporate Governance as stipulated in clause 49, as amended, of the listing agreement with the stock exchanges for the year ended 3lst March, 2010 and Auditors Certificate on Corporate Governance are appended herewith.

Auditors

The Auditors, M/s Lodha & Co., Chartered Accountants, laliung at the ensuing Annual General Meeting and offer themselves for reappointment. They have confirmed that they are eligible under Section 224(1 B) of the Companies Act. 1056 for reappointment.

Environment, energy conservation, technology absorption, etc.

Your Company has taken various measures for energy conservation at its chemical plant, such as installation of Extraction / Back pressure steam turbine capacity 8.64 MW. use of MP steam instead of HP steam in all three new evaporator trim reboiiers of MEG resulting in increased power generation from Extraction/Backpressure turbine, Utilized hot condensate in GEA and GE to generate LP steam I Utilized steam condensate to generate flash steam in Guar Gum unit, MEG return condensate for Rab boiler deaerator resulting in increase heat recovery from MEG DM water preheater, LP Steam saving in T-320 by utilization of steam generated from MEG column condenser OSBL Alcohol preheating by utilization of heat

of recycle water, Reducing the RFO consumption in MEG heater by maximizing the bio gas in heater, and Preheating of 12 MW turbine Condensate with Dehydration Steam Condensate (Exchanger is to be replaced with new exchanger) Process condensate of evaporator plant is used as a dilution in fermentation house water resulting in raw water and energy saving.

Energy conservation measures have also been taken at Distillery plant such as use of Centrifuge Decanter (4 nos) commissioned to reduce the T.S.S. in effluent feed, resulting in reduction of scaling frequency of evaporator calandria, use of process steam condensate of ENA plant as a boiler feed water thereby enhancing the steam condensate recovery and Installation of Economizer & Air pre heater in existing Boiler for recovery of energy from the flue gases.

Your Company has also taken environmental conservation measures by setting up a bio-composting facility to produce natural manure as a substitution to chemical fertilizers. Company is also working actively for reducing effluent generation at source by achieving zero discharge by way of adopting ferti-irrigation, bio-composting, Reverse Osmosis (RO), concentration followed by incineration to conserve the fossil fuel and other effective and competitive techniques. Company is also working actively on various projects efficiently, approaching and targeting towards Clean Development Mechanism (CDM) and reduction in GHG emissions.

The Company has installed distillery effluent Evaporators at Gorakhpur and the concentrated effluent is burnt in specially designed boiler the calorific value of concentrated effluent generates super heated steam which is utilized for power generation. In the same way, your company has installed distillery evaporator at Kashipur Plant alongwith Boiler and the same superheated steam produced will generate power in 9 MW back pressure Turbo generator. The power will be utilized for plant operation as essential power which is being generated by DG set and back pressure steam will be utilized for plant operation.

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 and the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 the required information relating to "Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo" is annexed hereto and forms part of this Report.

Human resources

Your Directors wish to place on record their deep appreciation to employees at all levels for their all-round efforts, dedication, commitment and loyal services which helped in achieving satisfactory performance during the year.

The required information as per Section 217(2A) of the Companies Act. 1956 read with Companies (Particular of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219(1 )(b) (iv) of the Companies Act, 1956, the report and accounts are being sent to all shareholders of the Company excluding the Statement of particulars of Employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at Head Office of the Company.

Social responsibility

Good governance demands adherence of social responsibility coupled with creation of value in the larger interest of the general public. Your Company, Directors and its dedicated employees continue to contribute towards society by several worthwhile causes. Your Company aims to enhance the quality of life of the community in general and has a strong sense of social responsibility.

The range of our activities begins in and around Kashipur (Uttarakhand) by organizing regular Medical camps (three days a week) so that villagers get medical assistance free of cost and also active participation in organizing blood donation camps, facilitating plantation of trees for better environment, facilitating in constructing roads, bridges, drains and installing street lamps and hand pumps for drinking water, which is benefiting near by areas. The Company also extends support to the victims of flood affected during Monsoon, distributing of blankets to poor during winter, promoting Sports and socio-cultural activities in the State of Uttarakhand. supporting tne local administration in fighting and managing fire accidents and other disasters taking place in the close by areas of factory and other noble works in the surrounding area of factorv

Your Company is supporting a community school at Dwarka, New Delhi through Nirmal Bhartia Society for Education Promotion, and a charitable institution by making grants, School is now operational. "the school is equipped with modern facilities and also has a good infrastructure. The school posses qualified and experienced faculties, which enable children to make a great future.

The Company has also sponsored a faculty position m Herbal Research & Development Institute, Centre of Aromatic Plants at Dehradun to promote the Herbal Development in the state of Uttarakhand

Your Company extending educational and on-job training to the students of many professional institutions and the professionals of many other Management and Engineering Institutions, which helps them to start a new beginning for their future professional career.

At the end your Directors constantly strive hard to serve the society by implementing such other policies which benefited people at large.

Acknowledgement

Your Directors place on record their deep appreciation of the support given by the Central Government Slate; of Uttarakhand and Uttar Pradesh, Financial institutions and banks and looks forward to their continued support.

for and on behalf of the Board

Place : Noida, U.P. U.S. Bhartia

Dated : 4th May, 2010 Chairman and Managing Director