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Indo Rama Synthetics (India) Ltd			Industry : Textiles - Manmade


BSE Code:	500207	NSE Symbol:	INDORAMA	P/E(TTM):	63.18

ISIN Demat:	INE156A01020	Div & Yield %:	0	EPS(TTM):	0.77

Book Value(Rs):	17.3473894	Market Cap ( Cr.):	1270.32	Face Value(Rs):	10

Change Company

The Members,

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:

(Rs. in Crore)

	Standalone		Consolidated
Particulars	Year Ended		Year Ended
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Total Income	3,989.94	3,716.76	4,287.96	3,880.07
Profit before Financial Costs, Depreciation, Foreign exchange fluctuation, Exceptional items, and Tax (EBIDTA)	187.64	1.78	207.99	(30.62)
Finance Costs	127.62	107.24	157.24	131.63
Profit before Depreciation, Foreign exchange fluctuation, Exceptional items, and Tax (EBDTA)	60.02	(105.46)	50.75	(162.25)
Depreciation	39.34	33.91	48.19	39.10
Foreign exchange fluctuation loss/(gain)	0.60	2.29	1.16	2.09
Profit before Exceptional Items and Tax	20.08	(141.66)	1.40	(203.44)
Profit before Tax	20.08	(141.66)	1.40	(203.44)
Tax Credit	-	-	-	-
Profit after Tax from continuing operations	20.08	(141.66)	1.40	(203.44)
Other comprehensive income	(1.34)	(1.04)	(1.29)	(1.12)
Total comprehensive income after tax	18.74	(142.70)	0.11	(204.56)
Profit/ (Loss) brought forward from the previous year	352.99	(210.29)	(419.11)	(214.55)
Profits/(Loss) available for Appropriation	(334.25)	(352.99)	(419.00)	(419.11)
Surplus/(Deficit) carried to Balance Sheet	(334.25)	(352.99)	(419.00)	(419.11)

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 Rs.3,989.94 Crore as against Rs.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 Rs.187.64 Crore and Rs.20.08 Crore respectively improved as against EBIDTA & Net Loss of Rs.1.78 Crore & Rs.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 Rs.4,287.96 Crore and Net Profit of Rs.1.40 Crore respectively as against total income of Rs.3,880.07 Crore and Net Loss of Rs.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 NonExecutive 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 reappointment.

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 reappointment along with other required details forms an integral part of the Notice. The Board recommends their reappointment.

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.

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

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:

instrument Type	Maturity Date	Amount (Million)	Rating Assigned along-with outlook/ watch	Rating action
Term Loan*	July 2024	^1,347	WD	Withdrawal
Working Capital Facilities		^16,200	IND A-/ Negative / IND A2+	Affirmed

* 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 subsection (2) of the said section.

Further, pursuant to provisions of Section 136 of the Companies Act, 2013, the Financial Statements of the Company, Consolidated Financial Statements along with the relevant documents and separate Audited Accounts in respect of Subsidiary(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^ndAnnual 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

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

In conformity with the directives of the Central Government, the Company has appointed Mr. R. Krishnan, Cost Accountant (Membership No.7799) as Cost Auditor under Section 148(3) of the Companies Act, 2013, for audit of the Cost Record of the Company, to carry out the audit of cost records maintained by the Company, for the financial year 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 Rs.17.25 Crore (Rupees Seventeen Crore Twenty-Five Lakhs only) to Indorama Yarns Private Limited; and

(ii) Unsecured Long-Term Loan of Rs.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 subsection (12) of Section 143;

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

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

However, one proceeding 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, Rs.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 Rs.38 Lakhs against which your Company has incurred CSR expenditure of Rs.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 cooperation 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)