The Board of Directors hereby submits the report of the business and operations of your Company (“the Company” or “Indokem”) along with the Audited financial statements for the financial year ended 31^st March, 2024.

2. Operational Performance:

(i) Consolidated Financial Performance:

Revenue from operations for F.Y 2023-24 at ?16,480 lakhs marginally increased by 2.5% over previous year ?16,064 lakhs. EBITDA at ?(60) lakhs registered decline over EBITDA of ?366 lakhs in F.Y. 2022-23. PAT for the year at ?(623) lakhs registered decrease over the PAT of ?(132) lakhs in F.Y. 2022-23.

(ii) Standalone Financial Performance:

Revenue from operations for F.Y. 2023-24 at ?13,951 lakhs marginally decreased by 1% over previous year ?14,069 lakhs. EBITDA at ?10 lakhs registered decline over EBITDA of ?426 lakhs in F.Y. 2022-23. PAT for the year at ?(526) lakhs registered decrease over the PAT of ?(52) lakhs in F.Y. 2022-23.

3. Outlook:

During the year under review, your Company faced many challenges viz. higher interest rate, weaker trade, and spate of geopolitical tensions fueling market uncertainties and triggering supply chain disruptions, leading to adverse impact on global demand and unprecedented increases in prices of raw materials and indirect materials. These factors primarily resulted in lower sales volumes and lower margins.

The Company has taken possession of a 5,000 sq. mtr. industrial plot located at Additional MIDC, Pale, Ambernath, Dist. Thane, which was purchased from MIDC in 2015. The Company plans to construct a manufacturing plant for sizing chemicals on this plot, which will require a sizeable capital investment.

Your Company continues to focus on export markets. Initiatives are directed towards engaging with overseas markets with a view to testing and demonstrating international competitiveness and seeking profitable opportunities for growth.

Your Company is confident that the incorporation of foreign subsidiary and amalgamation of Refnol Resins and Chemicals Limited will play a crucial role in positioning the Company as a dominant player in the Global Textile Chemical Industry once there is improvement in the scenario of complex geo-political situation.

4. Consolidated Financial Statement

The consolidated financial statements of the Company and its subsidiaries for F.Y 2023-24 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act') and as stipulated under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “Listing Regulations”) as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor's Report thereon form part of this Annual Report.

5. Subsidiary, Associate and Joint Venture Companies:

During the year, there has been no material change in the nature of the business of the subsidiaries. The Company had following 2 direct and 1 indirect subsidiary Company as on March 31,2024. Further, the Company does not have any associate companies and has not entered into any joint venture agreements with any other entities.

Statement containing the salient features of the Financial Statements of the Subsidiary Companies/ Associate Companies/JV:

During the year, there has been no material change in the nature of the business of the subsidiaries. As per the provisions of Sections 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial Statements of the Subsidiary Companies in Form AOC-1 is published as a part of the Annual Report. Kindly refer to Annexure B.

Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statements of the subsidiary companies upon a request by any Member of the Company or its subsidiary companies. These financial statements of the Company and the subsidiary companies will also be kept open for inspection by Members. The Members can send an e-mail to iklsecretarial@gmail.com upto the date of the AGM and the same would also be available on the Company's website URL: https://www.indokem.co.in/ subsidiaries-financials.php.

6. Corporate Restructuring:

The Board of Directors of the Company, at its meeting held on 27^th July, 2021, 13^th September, 2021 and 15^th January, 2022 have considered and approved a Scheme of Amalgamation (the “Scheme”) of Refnol Resins & Chemicals Limited (“Transferor Company”) with Indokem Limited (“the Company” or “Transferee Company”). The Scheme entails the amalgamation of Refnol Resins & Chemicals Limited with Indokem Limited on the appointed date for the scheme set as on 1^st April 2021 and the same was approved by the Hon'ble National Company Law Tribunal (“NCLT”) in their order dated 14^th July 2023. The Order of the NCLT is also uploaded on the website of the Company at https://www.indokem.co.in/pdf/newpdf/NCLT%20Qrder%20 dated%2014.07.2023.pdf

The Scheme has received the necessary approvals from the shareholders and creditors of both companies, as well as the regulatory authorities including BSE Limited, Securities and Exchange Board of India and the NCLT, Mumbai Bench.

On 29^th September, 2023 the said order has been filed with the Registrar of Companies and thereby the Scheme has became effective. Upon the effectiveness of the scheme, eligible shareholders, whose names are recorded in the register of members and / or records of the depository on 11^th October, 2023 (Record Date) in Refnol Resins and Chemicals Limited were allotted 1,153 (One Thousand One Hundred and Fifty-Three) fully paid-up equity shares having a face value of Rs. 10 each of Indokem Limited, for every 1,000 (One Thousand) fully paid-up equity shares having a face value of Rs. 10 each held in Refnol Resins and Chemicals Limited on 13^th October, 2023, as consideration pursuant to the scheme. Further, the Company has also obtained Listing and Trading approval from BSE Limited for aforesaid equity shares.

7. Share Capital:

During the year, the Company issued and allotted 35,62,655 Equity shares of ?10/- each to the shareholder of Transferor Company, pursuant to scheme of Amalgamation (the “Scheme”) of Refnol Resins & Chemicals Limited (“Transferor Company”) with Indokem Limited (“the Company” or “Transferee Company”) as approved by the Hon'ble National Company Law Tribunal (“NCLT”) in their order dated 14^th July 2023 and filed with Registrar of Companies on 29^th September 2023 (“effective date”).

As a result of such merger, the Authorised Share Capital increased from ?26,42,56,000/- (Rupees Twenty-Six Crores Forty-Two Lakhs Fifty-Six Thousand only) consisting of 2,43,25,600 (Two Crores Forty-Three Lakhs Twenty-Five Thousand Six Hundred only) equity shares of ?10 (Rupees Ten) each and 21,00,000 (Twenty-One Lakhs) 8% Non- Cumulative Redeemable Preference Shares of ?10/- each (Rupees Ten) to ?30,42,56,000/-(Rupees Thirty Crores Forty-Two Lakhs Fifty-Six Thousand only) consisting 2,83,25,600 (Two Crores Eighty-Three Lakhs Twenty-Five Thousand Six Hundred only) equity shares of ?10 (Rupees Ten) each and 21,00,000 (Twenty-One Lakhs) 8% Non- Cumulative Redeemable Preference Shares of ?10/- each (Rupees Ten).

The paid-up Equity share capital increased from ?24,32,56,000 (Rupees Twenty-Four Crores Thirty-Two Lakhs Fifty-Six Thousands only) consisting of 2,43,25,600 of (Two Crores Forty-Three Lakhs Twenty-Five Thousands Six Hundred only) equity shares of ?10 (Rupees Ten) each to ?27,88,82,550 (Rupees Twenty-Seven Crores Eighty-Eight Lakhs Eighty Two Thousands Five Hundred Fifty only) consisting of 2,78,88,255 of (Two Crores Seventy-Eight Lakhs Eighty-Eight Thousands Two Hundred and Fifty-Five Only) equity shares of ?10 (Rupees Ten) as on 31^st March, 2024. The shares so allotted rank pari-passu with the existing share capital of the Company.

The issued, subscribed and paid up 8% Non- Cumulative Redeemable Preference Shares is 20,70,975 of ?10/-each amounting to ?2,07,09,750/-.

Except as stated herein, there was no other change in the share capital of the Company.

8. Transfer to Reserves:

Pursuant to provisions of Section 134(3)( j) of the Companies Act, 2013, in view losses suffered for the year under review, no amount has been transferred to the reserves.

9. Dividend:

The Board of Directors does not recommend any dividend on equity shares for the financial year ended 31^st March, 2024.

10. Investor Education and Protection Fund (IEPF) related information:

a. Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividends that are unpaid or unclaimed for a period of 7 consecutive years from the date of their transfer are required to be transferred by the Company to the IEPF, administered by the Central Government. The Company requests all the members to encash/ claim their respective dividends within the prescribed period.

b. The dividend amount and shares transferred to the IEPF can be claimed by the concerned shareholder(s)/ legal heir(s) from the IEPF Authority after complying with the procedure prescribed under the IEPF Rules.

11. Change in the nature of business:

There are no changes in the nature of business during the financial year ended 31^st March, 2024.

12. Material Changes and Commitments:

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

13. Significant and Material Orders passed by the Regulators or Courts or Tribunal:

The Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, has by pronouncement made on 14^th

July, 2023, sanctioned the Scheme of Amalgamation of Refnol Resins and Chemicals Limited (Transferor Company) with Indokem Limited (Transferee Company) and their respective shareholders, under Sections 230 to 232 of the Companies Act, 2013, and other applicable provisions of the Companies Act, 2013, and rules framed thereunder and the same has been filed with Registrar of Companies as on 29^th September, 2023, thereby the scheme of amalgamation becoming effective.

According to the order, Indokem Limited has issued fully paid-up equity shares to the equity shareholders of Refnol Resins and Chemicals Limited in the proportion of 1,153 equity shares of Indokem for every 1,000 equity shares held in Refnol. Further, the Company has also obtained Listing and Trading approval from BSE Limited for aforesaid equity shares.

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

14. Directors and Key Managerial Personnel:

(i) Appointments

(a) Mrs. Sneha Vidyadhar Khandekar (DIN: 06729350), Mr. Suyash Neelkanth Bhise (DIN: 06667481) and Mr. Adarsh Pankaj Shukla (DIN: 10244570) were appointed as Additional Non-Executive Independent Directors, for a tenure of 5 years commencing from 25^th July, 2023 till 24^th July 2028.

(b) Mr. Arupkumar Basu (DIN: 00906760) was appointed as an Additional Non-Executive Non Independent Director w.e.f. 25^th July 2023.

(c) Mrs. Sneha Vidyadhar Khandekar, Mr. Suyash Neelkanth Bhise and Mr. Adarsh Pankaj Shukla were appointed as Non-executive Independent Directors in the Annual General Meeting held on 31^st August 2023.

(d) Mr. Arupkumar Basu (DIN: 00906760) was appointed and re-designated as the Managing Director in the Annual General Meeting held on 31^st August, 2023 for a period of 3 (three) years from the date of Scheme of Amalgamation between Indokem Limited and Refnol Resins and Chemicals Limited becoming effective i.e. 29^th September 2023.

(ii) Re-appointments

Mr. Manish M. Khatau (DIN: 02952828) was re-appointed as Whole-time Director in the Annual General Meeting for a period 3 (three) years w.e.f. 1^st March 2024.

(iii) Retirements and re-appointment at the Annual General Meeting (AGM)

At the AGM held on 31^st August 2023, Mrs. Asha Mahendra Khatau (DIN: 00063944) who retired by rotation and offered herself for reappointment as a director liable to retire by rotation was appointed as director of the Company.

(iv) Retirements and cessations

The second term of appointment of Mr. Kailash Pershad and Mr. Bhalchandra Sontakke as Independent Directors of the Company has come to end as on 31^st March 2024 and thereby they vacate the office as Directors of the Company.

Pursuant to the provisions of Regulation 36 of the Listing Regulations and SS 2 on General Meetings issued by ICSI, brief particulars of the director proposed to be re-appointed are provided as an Annexure A to the notice convening the AGM.

The details as required under Regulation 17 of Listing Regulations, 2015 of Mrs. Asha Khatau, Mr. Mahendra Khatau and Mr. Arupkumar Basu are disclosed in the notice of the Annual General Meeting. None of the other Directors are related inter se except Mr. Mahendra K. Khatau, Mr. Manish M. Khatau and Mrs. Asha M. Khatau are related to each other. Based on the written representations received from the Directors as on 31^st March, 2024 taken on record by the Board of Directors, none of the Directors are disqualified as on 31^st March, 2024 from being appointed as a Director in terms of Section 164(2) of the Act. Further, in terms of BSE circular dated 20^th June, 2018, bearing reference no. LIST/COMP/14/2018-19 and based on confirmation

received from the appointee that he/she is not debarred from accessing capital markets and / or restrained from holding the office of director by virtue of any order of the SEBI or any other such authority.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the Act and the Listing Regulations. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.

During the year, the Non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees for attending meetings of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Mahendra K. Khatau as Chairman and Managing Director, Mr. Arupkumar Basu as Managing Director, Mr. Manish M. Khatau as Whole-time Director, Ms. Rupal B. Parikh as Chief Financial Officer and Mr. Rajesh D. Pisal as Company Secretary.

During the year under review, other than aforesaid, there were no change in the Key Managerial Personnel.

15. Certification from Company Secretary in Practice:

M/s. Jay & Associates, Practicing Company Secretaries, has issued a certificate as required under the Listing Regulations confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed with this section as Annexure G.

16. Training and Familiarization Program for Directors:

The Company has provided information and made the Independent Directors aware about the major developments in legal and regulatory areas, particularly regarding Companies Act, 2013 and Regulation 25 (7) of Listing Regulations. The details of Policy on Familiarization Program for the Independent Directors and List of Familiarization programmers for Independent Directors held by the Company are available on the website of the Company at www.indokem.co.in

17. Annual Evaluation of Board Performance and Performance of its Committees and Individual Directors:

One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria for the performance of the Chairman, the Board, Board committees, and executive / non-executive /independent directors through peer evaluation, excluding the director being evaluated.

To improve the effectiveness of the Board and its committees, as well as that of each individual director, a formal and rigorous Board review is internally undertaken on an annual basis. The Board of Directors were evaluated on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long term strategic planning, etc.);

• Structure, composition and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5^th January, 2017.

In a separate meeting of the Independent Directors (IDs) held on 25^th July, 2023 the performance of the NonIndependent Directors, the Board as a whole and Chairman of the Company were evaluated taking into account the views of Executive Directors and other Non-executive Directors.

The Nomination and Remuneration Committee (NRC) in its meeting held on 25^th July, 2023 reviewed the performance of the individual Directors and the Board as a whole.

In the Board meeting that followed the meeting of the Independent Directors and the meeting of NRC, the performance of the Board, its Committees, and individual Directors were discussed.

Outcome of Evaluation

The evaluation process endorsed the Board Members' confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

18. Policy on Directors’ Appointment and Remuneration and other details:

The Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this report.

19. Remuneration of Directors and Key Managerial Personnel:

Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of remuneration of Directors and Key Managerial Personnel are as furnished in Annexure A.

20. Particulars of Employees:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules') are annexed to this report as Annexure A.

None of the employees of the Company fall under the limits laid down in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure I to this Report. In terms of proviso to Section 136(1) of the Act, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said Statement is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary at iklsecretarial@gmail.com.

The employees are neither relative of any directors of the Company, nor hold 2% or more of the paid-up equity share capital of the Company as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

21. Directors’ Responsibility Statement:

Pursuant to the requirements under Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state and confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) 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 of the Company for that period;

(iii) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Annual Accounts had been prepared on a going concern basis;

(v) The Internal Financial Controls had been laid down to be followed by the Company and the such internal financial controls are adequate and are operating effectively; and

(vi) Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. Audit:

22.1 Statutory Audit

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, at the 56^th AGM held on 29^th September 2022, the members approved the appointment of M/s. CNK & Associates LLP, Chartered Accountants (ICAI Firm Registration Number: W100036) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 61^st AGM to be held in 2027.

The financial statements of the Company have been prepared in accordance with Indian accounting standards (Ind AS) notified under Section 133 of the Act. The Statutory Auditor's report does not contain any qualifications, reservations, adverse remarks or disclaimers.

22.2 Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Jay & Associates, a firm of Company Secretaries in Practice, to conduct the Secretarial Audit of the Company for the year ended 31^st March 2024. The Report of the Secretarial Audit is annexed herewith as Annexure H. The report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Company has also undertaken an audit for the F.Y 2023-24 pursuant to SEBI Circular No. CIR/CFD/ CMO/I/27/2019 dated 8^th February, 2019 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circular/ Guidelines issued thereunder. The Report (Annual Secretarial Compliance Report) has been submitted to the Stock Exchange on 17^th May, 2024 which is within 60 days of the end of the financial year ended 31^st March, 2024.

22.3 Cost Audit and Cost Report:

Pursuant to Section 148(1) of the Companies Act, 2013 the Company is required to maintain cost records as specified by the Central Government and accordingly Company has maintained accounts and cost records as required under the Act and the Companies (Cost Records and Audit) Rules, 2014. The members ratified the appointment and remuneration of M/s. Y. S. Gokhale & Associates (Firm Registration No. 101710) as the Cost Auditors for F.Y 2023-24 on 31^st August, 2023.

The Board, at its meeting held on 13^th August, 2024 has, on the recommendation of the Audit Committee, approved the reappointment of M/s. Y S. Gokhale & Associates (Firm Registration No. 101710), as Cost Auditors of the Company for F.Y 2024-25 on a remuneration of ?90,000/- plus taxes as applicable. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and will accordingly place before the Shareholders for ratification. The same is placed for ratification of Members and forms part of the Notice of the AGM.

22.4 Internal Auditor:

Pursuant to the provisions of Section 138 of the Act, the Board, at its meeting held on 22^nd May, 2023 based on the recommendation of the Audit Committee, had approved the appointment of Mr. Mukund Nagpurkar to conduct the internal audit of your Company for the F.Y. 2023-24.

The Board of Directors at their meeting held on 30^th May, 2024 has re-appointed Mr. Mukund Nagpurkar as the Internal Auditors of your Company for the F.Y. 2024-25.

23. Instances of fraud reported by the Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the

Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Annual Report.

24. Secretarial Standards:

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

25. Corporate Governance:

The Company has complied with the requirements of Corporate Governance as stipulated under the Listing Regulations and accordingly, the Corporate Governance Report and the requisite Certificate from M/s. Jay & Associates, Practicing Company Secretaries, regarding compliance with the conditions of Corporate Governance forms and is enclosed as a part of Annual Report as Annexure F.

26. Management Discussion and Analysis:

The Management Discussion and Analysis as required under Regulation 34(2) read with Schedule V of Listing Regulations, 2015 is enclosed as a part of the Annual Report as Annexure J.

27. Annual Return:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for F.Y 2023-24 is uploaded on the website of the Company and the same is available on https://www.indokem.co.in/Annual-Return.php.

28. Meetings of the Board of Directors:

During the year, six Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulations 17 of the Listing Regulations.

29. Board Committees

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

As required under the Act and the SEBI Listing Regulations, the Company has formed all the statutory committees namely, Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee. Besides, the Company also has Risk Management Committee and Committee of Board of Directors. Detailed information about these Committees and relevant information for the year under review are given in the Corporate Governance Report.

Details of composition, terms of reference and number of meetings held in F.Y. 2023-24 for the aforementioned Committees are given in the Report on Corporate Governance, which forms a part of this Report. There have been no instances where the Board did not accept the recommendations of its committees, including the Audit Committee.

30. Internal Financial Control Systems and their Adequacy:

The Company's internal control systems are commensurate with the nature of its business, the size and complexity of its operations, and the internal financial controls with reference to the Financial Statements are adequate.

Please refer to the paragraph on Internal Control Systems and their Adequacy in the Management Discussion and Analysis Report for detailed analysis forming part of this Annual Report 2023-24.

31. Vigil Mechanism / Whistle Blower:

The Company has established a vigil mechanism pursuant to the requirements of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations for employees and others to report concerns about unethical behaviour. It also provides for adequate safeguards against the victimization of employees who avail of mechanism. No person has been denied access to the Chairman of the Audit Committee. Establishment of vigil mechanism is hosted on the website of the Company under the web link: https://www.indokem.co.in/pdf/ newpdf/VIGIL%20MECHANISM.pdf

32. Code of Conduct:

Your Company has a Code of Conduct for Board and Senior Management Personnel that reflects its high standards of integrity and ethics. The Directors and Senior Management of the Company have affirmed their adherence to this Code of Conduct for F.Y 2023-24. The Company has laid down a Code of Conduct applicable to the Board of Directors and senior management which is available on the Company's website and can be accessed at: https://www.indokem.co.in/pdf/newpdf/Code%20of%20Conduct%20for%20Directors.pdf and https://www.indokem.co.in/pdf/financial/senior employee code of conduct.pdf. All Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct.

As required under Regulation 34 of the Listing Regulations, Mr. Mahendra K. Khatau, Chairman and Managing Director has signed a declaration stating that the Board of Directors and Senior Management Personnel of the Company have affirmed compliance with this Code of Conduct, which is annexed as Annexure E to this Report.

33. Insider Trading Policy:

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”), the Company has formulated the “Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons” and the “Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information”, (“Code”) which allows the formulation of a trading plan subject to certain conditions and requires pre-clearance for dealing in Company's shares, it also prohibits dealings in the Company's shares by Directors, Designated Persons, Connected Persons and their immediate relatives, while in possession of unpublished price sensitive information in relation to the Company and during the period(s) when the Trading Window to deal in the Company's share is closed..

The Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of the PIT Regulations.

A Structured Digital Database of all the designated employees is being digitally maintained by the Company on its internal server. These contains the names and other particulars as prescribed of the persons covered under the Code drawn up pursuant to the PIT Regulations.

The Company Secretary has been appointed as the Compliance Officer to ensure the implementation of the Code for fair disclosure and conduct.

The Board of Directors, Designated Persons and other Connected Persons have affirmed compliance with the Code. The Code is available on the website of the Company and can be accessed at: https://www.indokem. co.in/pdf/newpdf/IKL Prevention%20of%20lnsider%20Tradina%20Rules.%202015.pdf.

34. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has also complied with the provisions related to constitution of Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment. The Company received no complaints pertaining to sexual harassment during F.Y. 2023-24.

35. Particulars of Loans, Guarantees and Investments:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31^st March 2024, are set out in Note no. 5 to the standalone financial statements of the Company.

36. Deposits:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time and as such, no amount of principal or interest was outstanding as of the date of the Balance Sheet. The Company had no unpaid / unclaimed deposit(s) as on 31^st March, 2024. Hence, the requirement of providing

details relating to deposits covered under Chapter V of the Act is not applicable.

37. Transactions with Related Parties:

All Related Party Transactions that were entered into during the financial year were at arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. None of the transactions with related parties fall under the scope of Section 188(1) of the Companies Act, 2013. All Related Party Transactions are placed before the Audit Committee and before the Board for their prior approval. Prior approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The Company has also sought approval of the Members for approval of material significant related party transactions as per the requirements of the Listing Regulations. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are stated in Annexure C in Form AOC-2 which forms part of this report.

All RPTs are mentioned in the notes to the accounts. The Directors draw attention of the Members to the Notes to the financial statements which sets out the disclosure for RPTs.

38. Insurance:

All the properties and insurable interests of the Company including the buildings, plant and machineries and stocks have been adequately insured.

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

Your Company is engaged in the continuous process of energy conservation by way of improved operational and maintenance practices:

A. Conservation of Energy:

(a) Energy Conservation measures taken:

(i) Electrical Energy:

• Regular preventive / predictive maintenance of electrical system is carried out to ensure minimum loss of energy / power supply.

• Regular upgradation in electrical system is done so as to minimize consumption of electrical power supply.

(ii) Furnace Oil / LDO Consumption:

There is no major consumption of Furnace Oil / Light Diesel Oil. However, there are some processing activities carried out limiting the consumption of energy.

(b) Additional investments and proposals if any, being implemented for reduction of consumption of energy:

Apart from the above mentioned strategies, your Company is in the process to upgrade and install new machineries which will altogether result in energy saving and will add to operational efficiency in coming years.

(c) Impact of the measures at (a) and (b) for reduction of consumption of energy and consequent impact on the cost of production:

There is no such special impact for the same.

(d) Energy consumption and energy consumption per unit of production:

As per Form- A forming part of Annexure D

B. Technology Absorption:

Your Company has taken positive efforts for technology absorption and its up gradation:

(a) Modification in air conditioning system to improve process conditions.

(b) Modification in existing machines for high value and new products developments including process simplification.

(c) The Company focused its Research and Development efforts on process improvements, the development of new products and formulations, and troubleshooting.

Due to above factors and measures been considered there are various benefits resulted such as:

(i) Cost reduction;

(ii) Improvement in quality;

(iii) Improvement in operating performance;

(iv) New product developments

40. Foreign Exchange Earnings and Outgo:

41. Safety, Health and Environment:

a) Safety: The Company encourages a high level of awareness of safety issues among its employees and strives for continuous improvement. Employees are trained in safe practices to be followed at work place.

b) Health: Your Company attaches utmost importance to the health of its employees. Periodic checkup of employees is done to monitor their health. Health related issues, if any, are discussed with visiting Medical Officer.

c) Environment: Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to environmental and pollution control norms as per Maharashtra Pollution Control guidelines is of highest concern to the Company.

42. Risk Management:

The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company periodically assesses risks in the internal and external environment along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. The Company through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors. The Board of Directors has developed and implemented Risk Management Policy for the Company. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report, which forms part of this report.

43. Research and Development:

Your Company continuously makes significant investments in research and development (R&D) to develop products that the textile industry needs today and will need tomorrow. Your Company's in-house laboratories have produced a number of products that are used by textile industry around the world.

44. Corporate Social Responsibility (CSR):

Your Company does not fall under the criteria of Corporate Social Responsibility as laid down under Section 135 of the Companies Act, 2013 and by virtue of above your Company has not initiated any activities for the same.

45. Cautionary Statement:

Statements in the Board's Report and the Management Discussion and Analysis Report describing the Company's objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

46. Appreciation:

The Board of Directors is thankful to the employees, customers, vendors, investors of the Company for their continuous support and is grateful for the confidence and faith shown by them. Your Directors take this opportunity to place on record their sincere gratitude to the Banks, Central and State Government Departments and the Local Authorities for their guidance and support.