Director Report

To

The Members,

Your Directors hereby present the Thirty-seventh Annual Report on the business and operations of the Company along with the audited financial statements for the year ended March 31, 2023.

1. Financial Highlights

The financial performance of the Company for the year ended March 31, 2023, is summarised below:

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

On a Standalone basis, during the financial year 2022-23, your

Company has achieved revenue from operations of 3,906.37 Crores as against 3,901.13 Crores in the financial year 2021-22, i.e., an improvement of 0.13%. The Net Loss for the financial year 2022-23 is 19.27 Crores as against Net Profit of 268.19 Crores in the financial year 2021-22. Your Company has achieved EBIDTA of 73.00 Crores in the financial year 2022-23 as against 308.69 Crores in the previous year, majority impacted by sluggish market conditions and geopolitical adversities. Your Company's Loss before Tax for the financial year 2022-23 is 19.27 Crores as against a Profit before Tax of 218.11 Crores in the financial year 2021-22.

On a consolidated basis, during the financial year 2022-23, your Company achieved revenue from operations of 4,084.91 Crores and Loss before Tax of 24.72 Crores as against revenue from operations of 4,038.08 Crores and Profit before Tax of 219.44 Crores in the previous year. The Net Loss for the financial year 2022-23 is 24.56 Crores as against Net Profit of 269.06 Crores in the financial year 2021-22.

Your Company continued to focus on widening its product basket by strengthening its full dull Filament Product to expand market reach, cost optimisation, and elevating people's potential to create a more robust business model. Your Company successfully restarted its Continuous Process

Line 1 after debottlenecking to a capacity of 300 TPD after a duration of almost seven years and commenced production of Low IV Polyester Chips, with effect from February 10, 2023.

3. Dividend

Due to ongoing growth projects under implementation and profit for the year is negative, your directors did not recommend any dividend for the year under review.

4. Dividend Distribution Policy

This Policy had been adopted in terms of 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 2022-23.

The Dividend Distribution Policy is available on the website of the Company at http://www.indoramaindia.com/pdf/Policy-on-Dividend-Distribution.pdf.

5. Transfer to Reserve

There is no amount proposed to be transferred to reserves.

6. Change in the Nature of Business

Your directors are pleased to inform that with effect from

February 10, 2023, Commercial Production for Low IV

Polyester Chips, has started. Since then, the Company is in regular production of the same.

Apart from the above, all other business operations of the Company remained the same.

7. Future Growth Plans of the Company

Expansion Plan of the Company to the tune of 600 Crores as approved by the Board last year is about to be completed by September 2023. Bottle Grade Pet Resin manufacturing in its Wholly Owned Subsidiary (WOS), Indorama Yarns Private Limited, will start its commercial production in the latter half of May 2023 and addition of balancing equipment's for value addition, i.e., DTY in its WOS, Indorama Ventures Yarns Private Limited, will start its commercial production in phases and likely to be completed by September 2023. With completion of debottlenecking activities in phases by September 2023, the installed production capacity of the Plant will improve to

7.00 Lakh tons from existing 6.10 Lakh tons.

8. Changes in Share Capital

During the year under review, there was no change in the paid-up share capital of the Company. As on March 31, 2023, none of the Directors of the Company holds shares, except Mr. Om Prakash Lohia and Mr. Vishal Lohia.

9. Committees of the Board

The Board has the following Committees: i) Audit Committee; ii) Nomination and Remuneration Committee; iii) Stakeholders Relationship Committee; iv) Risk Management Committee; v) Corporate Social Responsibility Committee; vi) Share Allotment and Transfer Committee; vii) Banking and Finance Committee; and viii) Business Responsibility and Sustainability Reporting Committee.

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

10. Meeting of the Board of Directors

During the financial year 2022-23, your Company convened and held 5 (five) 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.

11. Directors and Key Managerial Personnel

Your Board of Directors comprises of mix of Executive and Non-Executive Directors with rich experience and expertise across a range of fields such as corporate finance, strategic management, accounts, legal, marketing, brand building, social initiative, general management and strategy. Except, Chairman and Managing Director and Independent Directors, all other Directors are liable to 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), the 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. Further, the Board of Directors in their meeting held on May

16, 2023, based on the recommendation of Nomination and

Remuneration Committee of the Company, subject to the approval of the shareholders, re-appointed the following:

(a) Mr. Om Prakash Lohia, (DIN 00206807), as Chairman and

Managing Director of the Company, for a further period of three years, with effect from December 26, 2023 to December 25, 2026.

(b) Mr. Hemant Balkrishna Bal, (DIN 08818797), as Whole-time Director and designated him as KMP of the Company, with effect from October 30, 2023 to March 31, 2025.

Details of the Directors proposed to be 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 37th

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.

Pursuant to the provisions of Section 203 of the

Companies Act, 2013, the Key Managerial Personnel of the Company ("KMP") as on March 31, 2023, are, Mr. Hemant Balkrishna Bal, Mr. M. N. Sudhindra Rao, Mr. Umesh Kumar Agrawal, and Mr. Pawan Kumar Thakur.

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

There was no change in the composition of the Board of Directors and Key Managerial Personnel during the year under review.

12. Declaration by Independent Director of the Company

For the financial year 2022-23, all the Independent Directors of the Company have given their declaration to the Company that they meet the criteria of independence as laid down under

Section 149(7) read with Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI Listing Regulations and affirmed compliance with Code of Ethics and Business Principles as required under Regulation 26(3) of SEBI Listing Regulations, as amended.

The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar ("IICA") as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014. The

Independent Directors of the Company have served for more than three years on board of listed entities and hence shall not be required to pass the online proficiency self-assessment test as per the proviso to Rule 6(4) of Companies (Appointment and Qualification of Directors) Rules, 2014.

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

13. 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://www. indoramaindia.com/pdf/Nomination-Remuneration-Policy.pdf.

14. 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. A Consolidated Report was shared with the Chairman of the Board for his review and giving feedback to each Director.

15. 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 February 10, 2023. 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.

16. Familiarisation Program for Independent Directors

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

17. 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.

18. 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, 2023, 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 year and of the loss of the Company for that period; (iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,

2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Annual Accounts for the year ended March 31,

2023, have been prepared on a going concern basis.

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

(vi) that the proper systems, devised by Directors to ensure compliance with the provisions of all applicable laws, were adequate and operating effectively. Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, and Secretarial Auditors and external consultants, including audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's Internal Financial Controls are adequate and effective during the financial year 2022-23.

19. 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.

20. 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 an arm's length basis. All Related Party Transactions are placed before the Audit Committee for approval. The particulars of material-related party transactions, if any, are provided in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed and forms an integral part of this Report.

There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company during the year of 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 on Materiality of Related Party Transactions, which has been uploaded on the Company's website, https://www.indoramaindia.com/pdf/policies/Policy-on-Materiality-of-Related-Party-Transaction.pdf.

21. 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. However, in pursuance of Section 136(1) of the Companies Act, 2013, this report is being sent to the shareholders of the Company excluding the said remuneration.

A statement showing the names and other particulars of the employees drawing remuneration over the limits set out in the said Rules forms an integral part of this Report. The said information is available for inspection at the registered office of the Company during working hours up to the date of the Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

22. 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 organisation based not only on financial factors, but also on social and environmental consequences.

As required under Section 135 of the Companies Act, 2013, the CSR Committee comprises Directors, viz; Mr. Om Prakash

Lohia (DIN 00206807) as the Chairman, Mr. Vishal Lohia (DIN 00206458), Mr. Hemant Balkrishna Bal (DIN 08818797), Mr. Dilip Kumar Agarwal (DIN 03487162), and Mrs. Ranjana Agarwal (DIN 03340032) as Members. The CSR Committee of the Company has laid down the policy to meet the Corporate Social Responsibility. The CSR Policy includes any activity that may be prescribed as CSR activity as per the Rules of the Companies Act, 2013.

At Indo Rama Synthetics (India) Limited (IRSL), we belief that we have a responsibility to bring enduring positive value to communities we work with. In line with vision, IRSL now focusses on key flagship CSR Program, i.e., promoting education around areas of operations and presence. The CSR Committee met three times during the year to review the Corporate Social Responsibility Policy and other matters related to CSR activities. Further, a detailed report as required is annexed and forms an integral part of this Report. The detailed CSR Policy of the Company is also available on the Company's website, https://www.indoramaindia.com/pdf/Revised-IRSL_CSR-Policy.pdf.

23. 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://www.indoramaindia.com/pdf/ BRSR-Policy.pdf.

24. 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. Positive workplace environment and a great employee experience are integral part 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. 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://www.indoramaindia.com/pdf/POSH-IRSL.pdf.

25. Audit Committee

The Audit Committee of the Board consists of Mr. Dhanendra

Kumar (DIN 05019411) as Chairman, Mr. Vishal Lohia (DIN 00206458), Mr. Hemant Balkrishna Bal (DIN 08818797), Mr. Suman Jyoti Khaitan (DIN 00023370), Mrs. Ranjana Agarwal (DIN 03340032), and Mr. Dharmpal Agarwal (DIN 00084105) 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.

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

27. Credit Rating

During the year, India Rating and Research (IND-RA) has assigned your Company, a Long-Term Issuer Rating "IND A-". The outlook is stable. The instrument wise rating action are as under:

28. Subsidiaries /Joint Ventures/Associates Companies

During the year under review, two new WOS were incorporated, i.e.,

(i) Indorama Sustainable Polyester Yarns Private Limited, to carry out business to manufacture Partially Oriented Yarns from Flakes Chips and also to explore manufacturing operation relating to Partially Oriented Yarns and Fully Drawn Yarn through its Polymerisation line; and

(ii) Indorama Sustainable Polymers (India) Private Limited, to carry out business to explore business operation of converting flakes into chips.

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

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

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

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

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

There are no Associate Companies or Joint Venture Companies within the meaning of Section 2(6) of the Companies Act, 2013. As of March 31, 2023, the

Company did not have any material subsidiary.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of the Company's Subsidiary, in

Form AOC-1 is attached to the Financial Statements of the Company.

29. Consolidated Financial Statements

Your Company has prepared a Consolidated Financial Statement of the Company and its Subsidiaries, viz; Indorama Yarns Private Limited and Indorama Ventures Yarns Private Limited, duly audited by M/s Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration No. 001076N/ N500013), the Statutory Auditors and Indorama Sustainable

Polyester Yarns Private Limited and Indorama Sustainable

Polymers (India) Private Limited, duly audited by M/s PGSJ & Co., Chartered Accountants, (Firm Registration No. 032387N), the Statutory Auditors, in the form and manner as that of its own, in compliance with applicable Accounting Standards and the SEBI Listing Regulations, as amended. The Consolidated Financial Statements for the year ended March 31, 2023, forms an integral part of this Report and Financial Statements. The same shall be laid before the Members of the Company at the ensuing Annual General Meeting while laying its Financial Statements under subsection (2) of the said section.

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

Your Company does not have any material subsidiary in the immediately preceding accounting year. However, as per

Regulation 16 of the SEBI Listing Regulations, the Company has adopted the Policy for determining a "material subsidiary", which states that a material subsidiary means a subsidiary, whose income or net worth exceeds 10% of the consolidated income or net worth, respectively, of the Company and its subsidiaries in the immediately preceding accounting year.

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

30. 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 32nd Annual General Meeting appointed, M/s Walker Chandiok & Co LLP, Chartered Accountants, (FRN 001076N/N500013), as Statutory Auditors of the Company for an initial term of five consecutive years, i.e., from the conclusion of the 32nd

Annual General Meeting of the Company held on July 28, 2018, until the conclusion of 37th Annual General Meeting of the

Company to be held in the year 2023.

Accordingly, the existing Statutory Auditors are due for retirement at the ensuing 37th Annual General Meeting.

Subject to the approval of the members of the Company, the Audit Committee and the Board of Directors during their respective meetings held on May 16, 2023, have considered and recommended the re-appointment of M/s Walker

Chandiok & Co LLP, Chartered Accountants, (FRN 001076N/ N500013) as the Statutory Auditors of the Company, for the second term, to hold office from the conclusion of the 37th Annual General Meeting until the conclusion of the 42nd Annual General Meeting of the Company, to be held in year 2028. M/s Walker Chandiok & Co LLP have given their consent for the proposed re-appointment as Statutory Auditors of the Company, from the conclusion of the ensuing 37th Annual General Meeting of the members of the Company.

The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company. The report given by M/s Walker Chandiok & Co LLP, on the financial statements of the Company, for the financial year 2022-23, 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.

31. Cost Auditor

In compliance with the provisions of the Companies Act, 2013 and relevant rules, 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 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 2022-23.

Your Company has received consent from Mr. R. Krishnan, Cost Accountant, for re-appointment as Cost Auditor, for the financial year 2023-24, 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 37th Annual General Meeting of your Company.

32. Internal Auditor

Your Company has appointed M/s S S Kothari Mehta & Company, Chartered Accountants, as Internal Auditors under Section

138 of the Companies Act, 2013 and Rules made thereunder.

The scope, functioning, periodicity, and methodology for conducting internal audit were approved by the Board and reviewed by the Audit Committee from time to time.

33. 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 Jadav, Practicing Company Secretary, C/o Jaya Yadav & Associates (Membership No. F10822 and COP No. 12070) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for the financial year 2022-23.

The Secretarial Audit Report of CS Jaya Jadav, Practicing

Company Secretary, in Form MR-3, for the year ended

March 31, 2023, is annexed, and forms an integral part of this Report. The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks, or disclaimer. During the year under review, the Secretarial Auditor had not reported any matter under

Section 143(12) of the Companies Act, 2013, therefore no details are required to be disclosed under Section134(3)(ca) of the Companies Act, 2013.

34. Qualification, Reservation, or Adverse Remark in the Audit Reports

There is no qualification, reservation, or adverse remark made by the Statutory and Secretarial Auditors in their Audit Reports issued by them.

35. Public Deposits

During the financial year 2022-23, your Company did not invite or accept any deposit from the public.

36. Internal Control Systems and its Adequacy

As per the provisions of Section 134(5)(e) of the Companies Act, 2013, 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.

37. Particulars of Loans, Guarantee or Investments and Securities Provided

There are no Guarantees provided by your Company during the financial year 2022-23, however, the Company has acquired the following Equity Shares of its Wholly Owned Subsidiaries:

(i) Acquired 20,00,000 (Twenty Lakhs) Equity Shares @ 10/- each aggregating to 2,00,00,000/- (Indian Rupees Two Crores only) and 40,00,000 (Forty Lakhs) Equity Shares @ 10/- each aggregating to 4,00,00,000/- (Indian Rupees Four Crores only) of Indorama Yarns Private Limited on

August 30, 2022, and December 19, 2022, respectively; (ii) Acquired 20,00,000 (Twenty Lakhs) Equity Shares @ 10/- each aggregating to 2,00,00,000/- (Indian Rupees Two Crores only) and again acquired 20,00,000 (Twenty Lakhs)

Equity Shares @ 10/- each aggregating to 2,00,00,000/-

(Indian Rupees Two Crores only) of Indorama Ventures Yarns Private Limited, on August 30, 2022, and December 23, 2022, respectively;

(iii) Acquired 10,000 Equity shares @ 10/- each aggregating to 1,00,000 (Indian Rupees One Lakh only) of Indorama

Sustainable Polyester Yarns Private Limited on February

14, 2023; and

(iv) Acquired 10,000 Equity shares @ 10/- each aggregating to 1,00,000 (Indian Rupees One Lakh only) of Indorama Sustainable Polymers (India) Private Limited on February 14, 2023.

Further, your Company has provided following unsecured loan to its Wholly Owned Subsidiaries:

(i) Unsecured Loan of 5 Crores (Indian Rupees Five

Crores only) to Indorama Yarns Private Limited for ongoing Bottle Grade Pet Resin, capex execution support.

(ii) Unsecured Loan of 5 Crores (Indian Rupees

Five Crores only) to Indorama Ventures Yarns Private Limited, for its ongoing DTY growth capex execution support.

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

38. Insurance

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

39. 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.

40. 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 mitigate the risks. It regularly analyses and takes corrective actions for managing/ mitigating the same. Your Company's Risk Management framework ensures compliance with the provisions of SEBI Listing Regulations.

41. Listing

The shares of your Company are listed at both BSE Limited and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the financial year 2023-24 have been paid.

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

No significant material orders passed by the Regulators, Courts or Tribunal impact the going concern status and the Company's operations in the future.

43. Management Discussion and Analysis

In compliance with Regulation 34 of the SEBI Listing

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

44. 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.

45. 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, 2015.

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

Company as on March 31, 2022, on the Company's website, www.indoramaindia.com and also on the Ministry of Corporate Affairs website, www.mca.gov.in. Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules,

2016 (IEPF Rules), your Company has transferred 265 (Two Hundred Sixty-five) equity shares of 10/- each of the Company held by various Investors, physical as well as dematerialised form, whose dividend amount is unclaimed/unpaid for seven consecutive years to Suspense Account of the Investor Education and Protection Fund (IEPF) Authority, during the financial year 2022-23 and the details thereof uploaded on the Company's website, https://www.indoramaindia.com/pdf/

Form-IEPF-4-(2014-15).pdf.

Members/claimants whose shares or unclaimed dividend, have been transferred to the IEPF Authority, as the case may be, may claim the shares or apply for a refund by approaching the Company for issuance of Entitlement Letter along with all the required documents before making an application to the IEPF

Authority in Form IEPF-5 (available on http://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time. The Members/claimants can file only one consolidated claim in a financial year as per the IEPF Rules.

The Company will be transferring the dividend and corresponding shares for the financial year ended March 31, 2016, within statutory timelines. Members are requested to ensure that they claim the dividends and shares referred to above, before these are transferred to the said Fund. The due date for transfer of unclaimed dividend to IEPF Authority is provided in the report on Corporate Governance.

46. 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.

47. 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, 2023, is available on the Company's website, http://www.indoramaindia.com/annual-return.php.

48. 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, 2023, and the date of this

Board's Report.

49. 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.

50. 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 Chief Executive Officer of the Company has given a declaration that all the Directors and Senior Management Personnel concerned, affirmed compliance with the Code of

Conduct with reference to the year ended March 31, 2023, and a declaration is attached with the Annual Report.

51. CEO and CFO Certification.

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

52. Nodal Officer

Mr. Pawan Kumar Thakur, 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.

53. General Disclosures

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no such transactions during the year under review:

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

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

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

4) Neither the Chairman and Managing Director nor the

Whole time Directors of your Company received any remuneration or commission during the year, from any of its subsidiaries;

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

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

7) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year- Not Applicable.

54. 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 utilisation of the Company's resources for sustainable and profitable growth.

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