Your directors have pleasure in presenting their 39^th Report along with the audited financial statements including the consolidated
financial statements for the financial year ("FY") 2024-25.

1. Financial Highlights

The financial performance of the Company for the year ended March 31, 2025, is summarized below:

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

On a Standalone basis, during the financial year 2024-25,
your Company has achieved total income of ?3,989.94
Crore as against ?3,716.76 Crore in the financial year 2023¬
24, i.e., growth of 7.35%. The EBIDTA and Net Profit for the
financial year 2024-25 is ?187.64 Crore and ?20.08 Crore
respectively improved as against EBIDTA & Net Loss of ?1.78
Crore & ?141.66 Crore respectively in the previous financial
year 2023-24, due to improved operational performance and
favourable market conditions.

On a Consolidated basis, for the financial year 2024-25, your
Company achieved total income of ?4,287.96 Crore and Net
Profit of ?1.40 Crore respectively as against total income of
?3,880.07 Crore and Net Loss of ?203.44 Crore respectively
in the previous financial year.

3. Dividend

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

Your Company is following Dividend Distribution Policy
as envisaged under Regulation 43A of the Securities and

Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations").
The Policy, inter-alia, lays down various parameters relating
to declaration/recommendation of dividend. There has been
no change in the Policy, during the financial year 2024-25.

Dividend Distribution Policy of the Company can be
accessed from the website of the Company, http://www.
indoramaindia.com/pdf/Policy-on-Dividend-Distribution.
pdf.

4. Transfer to General Reserve

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

5. Change in the Nature of Business

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

6. Future Growth Plans of the Company

During the previous financial year, your Company had
undertaken debottlenecking project and enhanced its
production capacity from 1743 TPD to 1920 TPD and also
undertaken major expansion by commencing commercial

production of value-added Draw Textured Yarn (DTY) product
by adding 39 texturized Machines and also PET Bottle Resin
production with installed capacity of 650 TPD in its two
operating Wholly Owned Subsidiaries respectively.

Currently, your Company is focusing on optimization of its
production by way of various operational performance
improvements & cost cutting initiatives and is targeting
improved market share by supplying quality product
consistently and building a stable customer base.

7. Changes in Share Capital

During the year under review, there was no change in the
Paid-up Share Capital of the Company. As on March 31, 2025,
none of the directors of the Company hold shares, except
Mr. Om Prakash Lohia and Mr. Vishal Lohia.

8. Committees of the Board

The Board has the following Committees:

i) Audit Committee;

ii) Nomination and Remuneration Committee;

iii) Stakeholders Relationship Committee;

iv) Risk Management Committee;

v) Corporate Social Responsibility Committee;

vi) Share Allotment and Transfer Committee;

vii) Banking and Finance Committee; and

viii) Business Responsibility and Sustainability Reporting
Committee.

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

9. Meeting of the Board of Directors

During the financial year 2024-25, your Company convened
and held 4 (four) Board Meetings. The details of the Board
Meeting with regard to the dates and attendance of each of
the Directors thereat have been provided in the Corporate
Governance Report. The intervening gap between the
meetings was within the period prescribed under the
Companies Act, 2013 and SEBI Listing Regulations.

10. Directors and Key Managerial Personnel

Your Board of Directors is comprising of Executive and Non¬
Executive Directors mix, with rich experience and expertise
across a range of fields such as corporate finance, strategic
management, accounts, legal, marketing, technical, brand
building, social initiative, general management and strategy.
All Directors except, Chairman & Managing Director and
Independent Directors, are liable to retire by rotation as per
the provisions of the Companies Act, 2013.

In accordance with the Companies Act, 2013 and Articles of
Association of the Company, Mr. Dilip Kumar Agarwal, (DIN
03487162), Non-Executive Non-Independent Director of
the Company, is retiring by rotation at the ensuing Annual

General Meeting and being eligible, offers himself for re¬
appointment.

During the Year under review, the Board of Directors in their
meeting held on May 17, 2024 based on the recommendation
of Nomination and Remuneration Committee of the
Company and subject to the approval of the shareholders,
has appointed Mr. Sanjay Thapliyal, (DIN 08294006), as
Whole-time Director of the Company, for a period of three
years, with effect from May 17, 2024 to May 16, 2027. The
appointment of Mr. Sanjay Thapliyal as Whole-time Director
has been approved by the Shareholders in their Annual
General Meeting held on September 25, 2024.

Mr. Suman Jyoti Khaitan, (DIN 0023370), completed his
second term of 5 (five) years as Independent Director and
retired on May 19, 2024.

Your Board of Directors on the recommendation of the
Nomination and Remuneration Committee has appointed
Mr. Ravi Capoor, (DIN 00744987), as Independent Director to
the Board by way of Resolution passed by Circulation on June
29, 2024. The appointment of Mr. Ravi Capoor as Independent
Director has been approved by the Shareholders in their
Annual General Meeting held on September 25, 2024.

Based on the recommendation of Nomination and
Remuneration Committee of the Company, Mr. Dhanendra
Kumar, (DIN 05019411), has been re-appointed as
Independent Director of the Company, for three years
from February 14, 2025 to February 13, 2028, by the Board
of Directors in its meeting held on February 7, 2025. The
appointment of Mr. Dhanendra Kumar as Independent
Director has been approved by the Shareholders by way of
Postal Ballot on March 22, 2025.

Further, based on the recommendation of the Nomination
and Remuneration Committee of the Company, Mr. Vishal
Lohia, (DIN 00206458), has been re-appointed as Whole-time
Director, for three years from April 1, 2025 to March 31, 2028
by the Board of Directors in its meeting held on February 7,
2025. The appointment of Mr. Vishal Lohia as Whole-time
Director has been approved by the Shareholders by way of
Postal Ballot on March 22, 2025.

During the year under review, Mr. M. N. Sudhindra Rao, Chief
Executive Officer (CEO), has taken voluntary retirement from
the post of CEO on April 22, 2024. Mr. Hemant Balkrishna Bal,
(DIN 08818797), has resigned from the office of Whole-time
Director, with effect from the closing of business hours of
May 31, 2024, due to personal reasons.

Mrs. Ranjana Agarwal, (DIN 03340032), Non-executive
Independent Director, would be retiring on May 17, 2025, on
completion of her 2^nd term of 5 years as Independent Director.

The details of the Directors proposed to be appointed/
re-appointed at the ensuing Annual General Meeting, as
required by Regulation 36(3) of the SEBI Listing Regulations
and SS-2 (Secretarial Standards on General Meetings) are
provided at the end of the Notice convening the 39^th Annual
General Meeting.

Resolutions seeking shareholders' approval for their re¬
appointment along with other required details forms an

integral part of the Notice. The Board recommends their re¬
appointment.

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

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

11. Declaration by independent Directors of the
Company

Your Company has received declarations from all the
Independent Directors, confirming that they meet with the
criteria of independence as prescribed under Section 149(6)
of the Companies Act, 2013 and Regulation 16(1)(b) of the
SEBI Listing Regulations.

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

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

The appointment and tenure of the Independent Directors,
including the code for Independent Directors are available
on the Company's website, http://www.indoramaindia.com/
pdf/policies/Code-for-Independent-Directors-REVISED.pdf.

12. Nomination and Remuneration Policy

On the recommendation of the Nomination and
Remuneration Committee, the Board has adopted a Policy
for the selection and appointment of Directors, Senior
Management Personnel, and remuneration including
criteria for determining qualifications, positive attributes,
Independence of Directors, and other matters pursuant to
Section 178(3) of the Companies Act, 2013. The Policy is
available on the Company's website, https://indoramaindia.
com/pdf/Nomination-Remuneration-Policy.pdf

13. Board Evaluation

Your Company has devised a formal process for annual
evaluation of the performance of the Board, its committees,
and Individual Directors ("Performance Evaluation") which
include criteria for performance evaluation of Non-Executive
Directors and Executive Directors as laid down by the
Nomination and Remuneration Committee and the Board. It

covers the areas relevant to the functioning of Independent
Directors or other directors, members of the Board, or its
committees. The Independent Directors carried out annual
performance evaluation of the Chairman and Managing
Director and Whole-time Directors. The Board carried out
an annual performance evaluation of its own performance.
The performance of each Committee was evaluated by the
Board, based on the report on evaluation received from
respective Committees. The Board of Independent Directors
expressed their satisfaction.

14. Separate Meeting of independent Directors

In terms of the requirements under Schedule IV of the
Companies Act, 2013 and Regulation 25(3) of SEBI Listing
Regulations, a separate meeting of the Independent Directors
was held on March 26, 2025. The Independent Directors at
the meeting, inter-alia, reviewed the following:

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

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

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

15. Familiarization Program for independent Directors

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

16. Secretarial Standards

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

17. Directors' Responsibility Statement

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

(i) that in the preparation of the Annual Accounts for the
year ended March 31, 2025, the applicable accounting
standards have been followed and there are no
material departures;

(ii) that the accounting policies selected and applied are
consistent and the judgments and estimates made are
reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for
that period;

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

(iv) that the Annual Accounts for the year ended March 31,
2025, have been prepared on a going concern basis.

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

(vi) that the proper systems, devised by Directors to ensure
compliance with the provisions of all applicable laws,
were adequate and operating effectively.

Based on the framework of Internal Financial Controls
and compliance system established and maintained
by the Company, work performed by the Internal,
Statutory, and Secretarial Auditors and external
consultants, including audit of Internal Financial Controls
over financial reporting by the Statutory Auditors
and the reviews performed by the Management
and the relevant Board Committees, including the
Audit Committee, the Board is of the opinion that the
Company's Internal Financial Controls are adequate and
effective during the financial year 2024-25.

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

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

19. Related Party Transactions

Your Company has adopted a Related Party Transactions
Policy. The Audit Committee reviews this Policy from time
to time and also reviews and approves all related party
transactions, to ensure that the same are in line with
the provisions of applicable law and the Related Party
Transactions Policy. The Policy was amended by the Board
of Directors on February 10, 2022, to incorporate the new
requirements introduced under the SEBI Listing Regulations.

The Audit Committee approves related party transactions
and wherever it is not possible to estimate the value, approves
limit for the financial year, based on best estimates. All
related party transactions entered into during the year were
in the ordinary course of the business and on arm's length
basis. All Related Party Transactions are placed before the
Audit Committee for approval. The particulars of material-
related party transactions, if any, are provided in Form AOC-2
as required under Section 134(3)(h) of the Companies Act,

2013 read with Rule 8(2) of the Companies (Accounts) Rules,

2014 as annexed and forms an integral part of this Report.

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

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

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

20. Particulars of Employees and Related Disclosures

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

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

However, as per the provisions of Section 136 of the
Companies Act, 2013, the Annual Report is being sent to
the Members and others entitled thereto, excluding the
information on employees' remuneration particulars as
required under Rule 5 (2) & (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. The
disclosure is available for inspection by the Members at the
Registered Office of your Company during business hours on
all working days of the Company up to the date of the ensuing
AGM. Any Member interested in obtaining a copy thereof,
may write an email to the Company Secretary and the same
will be furnished on request.

21. Corporate Social Responsibility (CSR) Committee

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

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

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

The CSR Committee met 1 (one) time during the year to
review the Corporate Social Responsibility functions. Further,
a detailed report as required has been annexed and forms an
integral part of this Report.

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

22. Business Responsibility and Sustainability Report

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

The Board has adopted Business Responsibility and
Sustainability Reporting Policy. The said policy has been
disclosed on the Company's website, https://indoramaindia.
com/pdf/BRSR- Policy.pdf.

23. information under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

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

Your Company has constituted an Internal Complaints
Committee under Section 4 of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition, and
Redressal) Act, 2013. During the year, no complaint was
filed before the said Committee. The Annual Report under
Sexual Harassment of Women at Workplace (Prevention,
Prohibition, and Redressal) Act, 2013 has been submitted to
Authorities concerned on January 29, 2025.

Your Company has a Policy on "Prevention of Sexual
Harassment of Women at Workplace" and matters connected
therewith or incidental thereto covering all the aspects
as contained under "The Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013". The said Policy of the Company is available on the
Company's website, https://indoramaindia.com/pdf/policies/
PoSH.pdf.

24. Audit Committee

The Audit Committee of the Board consists of Mr. Dhanendra
Kumar as Chairman, Mr. Vishal Lohia, Mr. Sanjay Thapliyal,
Mrs. Ranjana Agarwal, Mr. Dharmpal Agarwal and Mr. Ravi
Capoor as its other Members. The Company Secretary is the
Secretary of the Committee. The details of terms of reference
of the Audit Committee, number and dates of meetings held
in attendance of the Directors, and remunerations paid
to them are given separately in the attached Corporate
Governance Report.

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

25. Vigil Mechanism/Whistle Blower Policy

In compliance with the provisions of Section 177(9) of
the Companies Act, 2013 and SEBI Listing Regulations,
the Company has framed a Whistle Blower Policy/ Vigil
Mechanism for Directors, Employees, and Stakeholders
for reporting genuine concerns about any instance of any
irregularity, unethical practice and/or misconduct. Besides,
as per the requirement of Clause 6 of Regulation 9A of SEBI
(Prohibition of Insider Trading) Regulations, as amended
by SEBI (Prohibition of Insider Trading) (Amendment)
Regulations, 2018, the Company ensures to make employees
aware of such Whistle Blower Policy to report instances
of leak of unpublished price sensitive information. The
Vigil Mechanism provides adequate safeguards against
victimization of Directors or Employees or any other person
who avails themselves of the mechanism and also provides
direct access to the Chairperson of the Audit Committee. The
details of the Vigil Mechanism/Whistle Blower Policy are also
posted on the Company's website, https://indoramaindia.
com/pdf/policies/Whistle-Blower-Policy.pdf.

26. Credit Rating

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

* Rating Agency has withdrawn its rating for Long Term Loan Facilities
of the Company as it is no longer required in view of "No Dues
Certificate" provided by the Company from the respective lenders.

27. Subsidiaries/Joint Ventures/Associates Companies

Presently, your Company has 4 (four) Wholly Owned

Subsidiaries (WOS), viz;

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

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

(iii) I ndorama Sustainable Polyester Yarns Private Limited,
incorporated on December 17, 2022; and

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

There are no Associate Companies or Joint Venture

Companies within the meaning of Section 2(6) of the

Companies Act, 2013. The Company has two material

subsidiaries* as on date.

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

28. Consolidated Financial Statements

Your Company has prepared a Consolidated Financial
Statement of the Company and its Subsidiaries, viz; Indorama
Yarns Private Limited, Indorama Ventures Yarns Private
Limited, Indorama Sustainable Polymers (India) Private
Limited and Indorama Sustainable Polyester Yarns Private
Limited, duly audited by M/s Walker Chandiok & Co LLP,
Chartered Accountants, (Firm Registration No. 001076N/
N500013), the Statutory Auditors, in the form and manner,
in compliance with applicable Accounting Standards and the
SEBI Listing Regulations, as amended.

The Consolidated Financial Statements for the year ended
March 31, 2025, forms an integral part of this Report and
Financial Statements. The same shall be laid before the
Members of the Company at the ensuing Annual General
Meeting while laying its Financial Statements under sub¬
section (2) of the said section.

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

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

In terms of the above policy, Indorama Yarns Private Limited
is a material subsidiary in terms of Regulation 16(1)(c) of SEBI
(LODR) Regulations, 2015, for the year, however, Indorama
Ventures Yarns Private Limited has become a Material
Subsidiary Company, w.e.f. April 1, 2025.

A policy on "material subsidiaries" was formulated by
the Audit Committee of the Board and as amended as on
date is also posted on the Company's website, https://
indoramaindia.com/pdf/policies/Policy-for-Determining-
Material-Subsidiary.pdf.

29. Statutory Auditor and Auditors' Report

Pursuant to the provisions of Section 139 of the Companies
Act, 2013 and the Rules made thereunder, your Company
at its 37^th Annual General Meeting appointed, M/s Walker
Chandiok & Co LLP, Chartered Accountants, (FRN 001076N/
N500013), as Statutory Auditors of the Company, for the
second term, to hold office from the conclusion of the

37^th Annual General Meeting until the conclusion of the 42^nd

Annual General Meeting of the Company, to be held in the
year 2028.

The report given by M/s Walker Chandiok & Co LLP, on the
financial statements of the Company, for the financial year
2024-25, forms an integral part of the Annual Report. The
notes on financial statements referred to in the Auditors
Report are self-explanatory and do not call for further
comments. The observations of the Auditors are explained
wherever necessary in the appropriate Notes on Accounts.
The Auditors' Report does not contain any qualifications,
reservations, or adverse remarks. During the year under
review, the Auditors had not reported any matter under
Section 143(12) of the Companies Act, 2013, therefore no
details are required to be disclosed under Section134(3)(ca)
of the Companies Act, 2013.

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

30. Cost Auditor

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

In conformity with the directives of the Central Government,
the Company has appointed Mr. R. Krishnan, Cost Accountant
(Membership No.7799) as Cost Auditor under Section 148(3)
of the Companies Act, 2013, for audit of the Cost Record
of the Company, to carry out the audit of cost records
maintained by the Company, for the financial year 2025-26.

Your Company has received consent from Mr. R. Krishnan,
Cost Accountant, for re-appointment as Cost Auditor, for
the financial year 2025-26, in accordance with the applicable
provisions of the Companies Act, 2013 and Rules framed
thereunder. The remuneration of Cost Auditor has been
approved by the Board on the recommendation of the Audit
Committee and the requisite resolution for ratification of
remuneration of Cost Auditor by the members has been set
out in the notice of the ensuing 39^th Annual General Meeting
of your Company.

31. Internal Auditor

Your Company has appointed M/s Deloitte Touche Tohmatsu
India LLP, Chartered Accountants, (FRN AAE-8458), as
Internal Auditors under Section 138 of the Companies
Act, 2013 and Rules made thereunder. The scope,

functioning, periodicity, and methodology for conducting
internal audits were approved by the Board as recommended
by the Audit Committee.

32. Secretarial Auditor

Pursuant to the provision of Section 204 of the Companies
Act, 2013, read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Board has appointed CS Jaya Yadav, Practicing Company
Secretary, C/o Jaya Yadav & Associates, (Membership No.
F10822 and COP No. 12070), as the Secretarial Auditor of
the Company, for conducting the Secretarial Audit for the
financial year 2024-25.

The Secretarial Audit Report from CS Jaya Yadav, Practicing
Company Secretary, in Form MR-3, for the year ended
March 31, 2025, of Indo Rama Synthetics (India) Limited and
Indorama Yarns Private Limited, a material subsidiary of the
Company, are annexed, and forms an integral part of this
Report. The Secretarial Audit Reports are self-explanatory
and do not call for any further comments. The Secretarial
Audit Reports do not contain any qualification, reservation,
adverse remarks, or disclaimer. During the year under review,
the Secretarial Auditor had not reported any matter under
Section 143(12) of the Companies Act, 2013, therefore no
details are required to be disclosed under Section134(3)(ca)
of the Companies Act, 2013.

Your Board, at the recommendation of Audit Committee of
the Board and subject to the approval of the Shareholders of
the Company in the ensuing Annual General Meeting of the
Company, has appointed CS Jaya Yadav, Practicing Company
Secretary, C/o Jaya Yadav & Associates, (Membership No.
F10822 and COP No. 12070), as the Secretarial Auditor of
the Company, for conducting the Secretarial Audit of the
Company, for a term of 5 (five) years from the financial year
2025-26 to financial year 2029-30, after receiving a letter of
consent regarding her eligibility for the same.

33. Public Deposits

During the financial year 2024-25, your Company did not
invite or accept any deposit from the public.

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

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

proper follow-up actions are ensured wherever required.
The Statutory Auditors have evaluated the internal financial
controls framework of the Company and have reported that
the same are adequate and commensurate with the size of
the Company and the nature of its business.

35. Particulars of Loans, Guarantee or investments and
Securities Provided

There are no Guarantees provided by your Company during
the financial year 2024-25. Your Company has provided the
following unsecured long term loan to its Wholly Owned
Subsidiaries as on March 31, 2025:

(i) Unsecured Long-Term Loan of ?17.25 Crore (Rupees
Seventeen Crore Twenty-Five Lakhs only) to Indorama
Yarns Private Limited; and

(ii) Unsecured Long-Term Loan of ?33.10 Crore (Rupees
Thirty-Three Crore Ten Lakhs only) to Indorama
Ventures Yarns Private Limited.

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

36. insurance

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

37. Particulars of Loans/ Advances/ investments
as required under Schedule V of SEBi Listing
Regulations

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

38. Risk Management

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

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

39. Listing

The shares of your Company are listed at both BSE Limited
and the National Stock Exchange of India Limited, Mumbai.
The listing fees to the Stock Exchanges for the financial year
2025-26 have been paid.

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

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

41. Management Discussion and Analysis

In compliance with Regulation 34 (3) and Part B of Schedule
V of the SEBI Listing Regulations, 2015 a separate Section
on the Management Discussion and Analysis, as approved
by the Board, which includes details on the state of affairs
of the Company is annexed and forms an integral part of
this Report.

42. Corporate Governance

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

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

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

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

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

Your Company has already transferred Equity Shares of those
Shareholders whose dividend amount is unclaimed/unpaid
for seven consecutive years in the Suspense Account of the
Investor Education and Protection Fund (IEPF) Authority,
during the financial year 2023-24 and the details thereof
already uploaded on the Company's website, https://
indoramaindia.com/pdf/Form-IEPF-4 2015-16.pdf.

The Members/claimants whose shares or unclaimed dividend,
have been transferred to the IEPF Authority, as the case may
be, may claim the shares or apply for a refund by approaching
the Company for issuance of Entitlement Letter along with
all the required documents before making an application to
the IEPF Authority in Form I EPF-5 (available on http://www.

mca.gov.in) along with requisite fee as decided by the IEPF
Authority from time-to-time. The Members/claimants can
file only one consolidated claim in a financial year as per the
IEPF Rules.

44. Industrial Relations/ Human Resources

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

45. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Companies Act, 2013, the Annual Return as on March 31,
2025, is available on the Company's website, http://www.
indoramaindia.com/annual-return.php.

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

There are no material changes and commitments affecting
the financial position of your Company that has occurred
between the year ended March 31, 2025, and the date of this
Board's Report.

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

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

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

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

The Chairman and Managing Director of the Company
has given a declaration that all the Directors and Senior
Management Personnel concerned, affirmed compliance
with the Code of Conduct with reference to the year ended
March 31, 2025, and a declaration is attached with the
Annual Report.

49. Managing Director and CFO Certification.

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

50. Nodal Officer

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

51. General Disclosures

Your directors state that no disclosure or reporting is required
in respect of the following matters except as mentioned in
Item No. 7 during the year under review:

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

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

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

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

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

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

7) The details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with their status
as at the end of the financial year- Not Applicable.
(Point 6 & 7:- In terms of Sub Rule (xi) & Sub-Rule (xii) of
Rule 8 of the Companies (Accounts) Rules, 2014).

However, one proceeding is pending under Insolvency
and Bankruptcy Code, 2016 against Indorama Ventures
Yarns Private Limited, a Wholly Owned Subsidiary,
in NCLT, Mumbai, which is being contested by
the Company.

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

53. The Company Secretary and Compliance Officer is authorized
to receive deceleration of beneficial interest of Shares of the

Company as per the prescribed Rules of the Companies Act,
2013.

54. Status of Corporate Social Responsibility (CSR)
Expenses

Your Company had undertaken CSR activities to construct
three additional classrooms and other surrounding
development work at IRA International School, Butibori,
Nagpur. Out of the approved CSR activities as above for
FY 2023-24, ?34.33 Lakhs remained un-spent on March
31, 2024, and were deposited to a separate Bank Account
opened for the purpose, pursuant to the requirement of the
Section 135 (6) of the Companies Act, 2013. The said amount
stand used for the approved CSR activities and referred Bank
Account has since been closed.

The total obligation of CSR expenditure for the FY 2024-25
was ?38 Lakhs against which your Company has incurred
CSR expenditure of ?50 Lakhs towards contribution to DSB
International Public School Samiti, Rishikesh, Uttarakhand, as
approved by CSR Committee.

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

55. Acknowledgement

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

Your directors hereby wish to place on record their
appreciation of the efficient and loyal services rendered
by every employee without whose whole-hearted efforts,
the overall satisfactory performance would not have
been possible. Your directors also record their grateful
appreciation for the encouragement, assistance, and co¬
operation received from members, government authorities,
banks, customers, and all other stakeholders. Your directors
look forward to the long-term future with confidence.

For and on behalf of the Board

Om Prakash Lohia

Place: Gurugram Chairman and Managing Director

Date: May 13, 2025 (DIN: 00206807)