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BSE Code : 524164 | NSE Symbol : IOLCP | ISIN : INE485C01029 | Industry : Pharmaceuticals - Indian - Bulk Drugs & Formln |


Directors Reports

Dear Members

The Board of Directors presents the 38th Annual Report of the Company on the business operations and performance of the Company along with the audited financial statements for the year ended 31st March 2025.

1. Financial performance:

The summary of the financial performance of the Company for the Financial Year ended 31st March 2025, along with the comparative figures for the previous year is provided herein below:

(Hin Crore)

Standalone

Consolidated

Particulars

Year ended 31-Mar-2025

Year ended 31-Mar-2024

Year ended 31-Mar-2025

Year ended 31-Mar-2024

Total income

2101.61

2162.86

2101.62

2162.86

Profit before interest & depreciation

224.57

261.59

224.71

260.66

Interest

14.76

16.10

14.76

16.10

Profit before depreciation

209.81

245.49

209.95

244.56

Depreciation

71.92

62.85

71.99

62.91

Profit before exceptional items

137.89

182.64

137.96

181.65

Exceptional items

0

0

0

0

Profit before tax

137.89

182.64

137.96

181.65

Provision for tax (including deferred tax)

36.89

47.22

36.89

47.22

Profit after tax

101.00

135.42

101.07

134.43

During the year under review, your Company reported a standalone operating revenue of H 2,079.21 crore, as against H 2,132.79 crore in the previous year. The EBITDA for FY 2024-25 stood at H 224.57 crore, marginally lower than H 261.59 crore in the previous year, primarily due to a decline in the selling prices of finished goods.

Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report forms an integral part of this Integrated Annual Report. It provides, inter alia, detailed information on the Company's performance, its state of affairs and industrial operations in India and abroad, significant developments, the external environment, and the economic outlook during the year under review.

During the year under review, there was no change in the nature of the Company's business.

2. Dividend

For the financial year 2024-25, the Board of Directors declared an interim dividend of H 4 per equity share of face value H 10 each, resulting in a total cash outflow of H 23.48 crore during the year. The Board has considered this interim dividend as the final dividend for the year. The dividend has been recommended in accordance with the parameters laid down in the Company's Dividend Distribution Policy.

In accordance with Regulation 43A of the SEBI Listing Regulations, the Board of Directors has formulated and adopted a Dividend Distribution Policy, which is available on the Company's website at https://www.iolcp.com/about-us/policies.

3. Transfer to reserves

The Board has decided to retain the entire amount of the profits for the financial year 2024-25 in the profit and loss account. The Board do not propose to transfer any amount to the reserves.

4. Fixed Deposits

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and as such no amount of principal or interest was outstanding as on 31st March 2025.

5. Share Capital

During the period under review, the Board of Directors approved the sub-division (split) of the Company's equity shares, whereby 1 (one) equity share of face value ^10.00 (Rupees Ten only) each, fully paid-up, was sub-divided into 5 (five) equity shares of face value ?2.00 (Rupees Two only) each, fully paid-up.

Subsequently, the members of the Company, through a resolution passed by postal ballot on 31st January 2025, approved the said sub-division/split and the consequential alteration to the Capital Clause of the Company's Memorandum of Association.

Following the requisite approvals from the Stock Exchanges (BSE and NSE) and the depositories (NSDL and CDSL), a new ISIN - INE485C01029 was allotted. The change in the face value of the shares was reflected in the share price on the Stock Exchanges with effect from 11th March 2025, being the record date for the sub-division/split.

The sub-division has made the Company's shares more affordable and has broadened investor participation.

The capital structure of the Company as on 31st March 2025 is as follows:

• Authorised Share Capital: H 80,00,00,000/- comprising 40,00,00,000 equity shares of face value H 2/- each, fully paid-up.

• Issued, Subscribed and Paid-up Share Capital: H 58,70,55,020/- comprising 29,35,27,510 equity shares of face value H 2/- each, fully paid-up.

6. Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Companies Act,2013 ("the Act") read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), and relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.

During the year under review, no amount of unpaid/unclaimed dividend was due for transfer to the Investors Education protection Fund.

Members who have not encashed any dividend declared by the Company, are advised to write to the Company immediately at investor@iolcp.com

7. Subsidiary Companies

Details of subsidiaries / associates of your Company are provided in notes to financial statements.

We have 3 subsidiaries as on 31st March 2025. Out of these 3 subsidiaries IOL Foundations is a Section 8 Company that undertakes the CSR activities of the Company.

The consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with the provisions of Section 129(3) of the Act, which forms part of the Annual Report. A statement containing the salient features of financial statements of the Company's subsidiaries, associates & joint ventures in Form No. AOC-1 is annexed as Annexure - 1 to this report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at www.iolcp.com

The company has neither a holding company nor an associate company

8. Re-affirmation of External Credit Rating

During the year under review, the Credit Analysis & Research Ltd (CARE) has reaffirmed the credit rating of the Company for Long term Bank Facilities as 'CARE A+' (Single A plus; Outlook: Stable) and the credit rating for Short Term Bank Facilities as CARE A1+'(A One plus).

9. Expansion

During the year 2024-25, the Company commenced a new Unit 11 for "Paracetamol" production with installed capacity of 10800 MTPA. The Company has enhanced the installed capacity of Unit 5 for manufacturing "Clopidogrel Bisulphate" from 180 MTPA to 240 MTPA.

During the year 2024-25, The Company received the approval from National Medical Products Administration (NMPA), China for "Fenofibrate". The Company has got GMP Certificate issued by Brazilian Health Regulatory Agency (ANVISA) for all the 10 APIs manufacturing Units situated at Barnala. Indian Chemical Council (ICC) awarded Responsible Care? Logo to the Company

The European Directorate for the Quality of Medicines & Health Care (EDQM) also granted Certificates of Suitability for "Gabapentin", "Pantoprazole Sodium Sesquihydrate'; "Allopurinol" "Valsartan" "Mesalazine" and "Quetiapine Fumarate".

Further, in April 2025, The company has also secured additional approval from Center for Drug Evaluation (CDE) of National Medical Products Administration (NMPA), China for "Ibuprofen".

10. Directors and Key Managerial Personnel

As on 31st March 2025, the Company's Board comprises of eight directors, out of which four are Independent Director (including one woman Independent Director) and four are executive directors.

During the year under review, Ms. Rajni Jha (DIN: 10818947) was appointed as an Additional and Independent Director on the Board of the Company for a period of three years with effect from 28th October 2024. Her appointment as an Independent Director was subsequently approved by the Members through postal ballot on 12th December 2024.

Further, the Board of Directors, in its meeting held on 16th May 2025 re-appointed Mr. Vikas Gupta as Joint Managing Director of the Company for a period of five years with effect from 29th May 2025, based on the recommendation of the Nomination and Remuneration Committee (NRC). The re-appointment of Mr Vikas Gupta is subject to approval of the Members at the ensuing Annual General Meeting (AGM).

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Abhiraj Gupta, Executive Director, is liable to retire by rotation at the forthcoming AGM and, being eligible, offers himself for re-appointment.

Dr. Sandhya Mehta, Independent Director, ceased to hold office with effect from 21st August 2024 upon completion of her tenure, in line with the provisions of the Companies Act, 2013 and SEBI Regulations. The Board places on record its sincere appreciation and gratitude to Dr. Sandhya Mehta for her

invaluable contributions during her decade-long association with the Company.

Mr. Vikas Vij resigned as Chief Executive Officer of the Company due to personal reasons with effect from 30th September 2024.

The brief details of all the directors seeking appointment/ re-appointment at the ensuing Annual General Meeting are provided in the explanatory statement to the notice calling the 38th Annual General Meeting.

During the year under review Mr Varinder Gupta, Managing Director; Mr Kushal Kumar Rana, Director-Works(Whole-time Director); Mr Vikas Gupta, Joint Managing Director (Whole-time Director); Mr Abhiraj Gupta, Executive Director (Whole-time Director); Mr Pardeep Kumar Khanna, Chief Financial Officer (CFO); and Mr Abhay Raj Singh, Sr. Vice President & Company Secretary continues to be the Key Managerial Personnel (KMP) of the Company in accordance with the provisions of Section(s) 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

11. Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and SEBI Listing Regulations, Company has formulated and adopted Policy of Evaluation of Board (the "Board Evaluation Policy") to formulate the procedures and to prescribe & lay down the

criteria to evaluate Board of Directors. The annual evaluation is carried out by the Board of its own performance and that of its committees and individual Directors by way of individual and collective feedback from all the Directors. The Directors expressed their satisfaction with the evaluation process. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, considering the views of executive as well as non-executive directors. The evaluation criteria are mainly based on the Guidance Note on Board Evaluation issued by the SEBI.

12. Number of Meetings of the Board

During the year the Board met 6 times. The gap between any 2 two consecutive meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations. The details of meetings of the Board of Directors and its Committees are provided in the Corporate Governance Report forming part of this report.

13. Meeting of Independent Directors

Pursuant to the requirements of Schedule IV of the Companies Act, 2013 and in terms of Regulation 25 of the Listing Regulations, a separate meeting of the Independent Directors of the Company were convened on 26th March, 2025 to review the matters as laid down in the aforesaid Schedule and Regulations.

14. Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

that in the preparation of the annual financial statements for the year ended 31 March 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the k end of the year and of the profit of the

Company for that year;

that proper and sufficient care has been taken for the maintenance of adequate c 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;

that the annual financial statements have been prepared n a going concern basis;

15. Declaration by Independent Directors

The Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

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 as well as the Rules made thereunder and are independent of the management and Company.

16. Nomination and Remuneration Policy

The Board, has on the recommendation of the Nomination & Remuneration Committee, framed a Nomination and Remuneration Policy ("Remuneration Policy"), which provides process for selection and appointment of Directors, key managerial personnel and Senior Management employees including criteria for determining qualifications, positive attributes, fixation of remuneration, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Act.

The Remuneration Policy is available on the Company's website at https://www.iolcp.com/uploads/Nomination-and- Remuneration-Policy.pdf

17. Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee ("NRC") plays a pivotal role in shaping the composition of the Board by developing competency frameworks aligned with the Company's industry landscape and strategic objectives. In doing so, the Committee undertakes a comprehensive analysis of Board composition, grounded in a deep understanding of the Company's strategic direction, business environment, operational needs, financial health, and regulatory obligations.

To ensure the Board remains well-equipped to meet evolving challenges, the NRC conducts periodic gap analyses. These reviews are particularly emphasized during the appointment or re-appointment of Directors. As part of this process, the NRC

assesses potential candidates against a clearly defined set of required competencies, undertakes thorough due diligence, and engages with shortlisted individuals prior to making formal recommendations to the Board.

Your directors firmly believe that Board diversity is essential for fostering robust governance, enhancing innovation, and supporting effective decision-making. A diverse Board brings varied perspectives and experiences that strengthens leadership capability, supports long-term value creation, and promotes an inclusive corporate culture. As such, Board diversity is recognized as a strategic enabler of improved organizational performance, enhanced innovation, and a strong corporate reputation.

In accordance with Regulation 19(4) and 20(4), and Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a formal Policy on Diversity of the Board of Directors. This policy underscores the Company's commitment to promoting a balanced and inclusive Board structure and is available on the Company's website at: https://www.iolcp.com/ about-us/policies

Detailed information regarding the nomination and appointment process of Directors, along with the list of core skills, expertise, and competencies of the Board of Directors, are provided in the Corporate Governance Report, which forms part of the Annual Report.

18. Corporate Governance

The Company has complied with the requirements of the Listing Regulations regarding corporate governance. A report on the Company's Corporate Governance practices and the Auditors' Certificate on compliance of mandatory requirements thereof are given as an annexure to this Report and the same is also available on the website of the Company at https://www. iolcp.com/investors

19. Management Discussion and Analysis

In terms of the Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on Management Discussion and Analysis (MDA) forms part of the Annual Report. The MDA provides detailed insights on Company's business, financial performance, key achievements, challenges etc.

20. 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 such internal financial controls with reference to the Financial Statements are adequate including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness

of the accounting records and timely preparation of reliable financial disclosures.

Effectiveness of internal financial controls is ensured through management reviews, controlled self-assessment and Independent Auditors. Refer para on Internal Control Systems and their Adequacy in MD&A for additional details.

21. Risk Management

The Risk Management Committee ('RMC') is constituted to frame, implement and monitor the Enterprise Risk Management ('ERM') Framework of the Company, while Board takes responsibility for the overall process of risk management throughout the organisation. Through an ERM programme, our business units and corporate functions address risks by adopting an institutionalized approach aligned to our objectives. The Business risk is managed through crossfunctional involvement and communication across businesses.

RMC reviews on a regular interval monitor and reviews the ERM framework of the Company to assess and manage various existing risk and to identify new risks and prepare mitigation plan.

The Audit Committee also has an additional oversight in the area of financial risks and controls.

A detailed note on Risk Management has been provided in the Management Discussion and Analysis Report, which forms part of this report.

22. Related Party Transactions

There was no material transaction entered with any related party during the year under review. Further, no transaction with related party falls under the ambit of Section 188(1) of the companies Act, 2013. Accordingly, the disclosures of related party transactions as required under Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules,2014 in Form No. AOC-2 is not applicable to the Company for the financial year 2024-25 and hence does not form part of this report.

All related party transactions were approved by the Audit Committee and Board and periodically reviewed by the Audit Committee. The details of the related party transaction during financial year 2024-25 are provided in the accompanying financial statements.

Pursuant to the provisions of the Companies Act 2013 and SEBI Listing Regulations 2015, the Company has formulated a Policy on Materiality of and Dealing with Related Party Transactions and the same is available on the Company's website www.iolcp.com.

23. Corporate Social Responsibility (CSR)

The Board has constituted a Corporate Social Responsibility Committee ('CSR Committee'). The Company has in place a Corporate Social Responsibility Committee ('CSR Committee')

in terms of the requirements of section 135 of the Companies Act, 2013 read with the rules made thereunder.

A brief note regarding the Company's initiatives with respect to CSR and the composition of the CSR Committee and the Annual Report on the Corporate Social Responsibility (CSR) initiatives undertaken by the Company during the year under review are set out in Annexure - 2 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on Company's website: https://www.iolcp.com/about-us/policies

24. Research and Development

The Company remains steadfast in its commitment to research and development—an essential pillar of its mission to deliver innovative solutions that protect and enhance human lives globally. Our R&D initiatives are strategically aligned to develop safe, effective, and differentiated products that meet market demands and comply with global regulatory standards.

During the year, our sustained R&D efforts led to several key milestones

• Approval of two Certificates of Suitability (CEPs) for Quetiapine and Mesalamine.

• Approval of a US Drug Master File (US-DMF) for Fenofibrate.

• Seven new regulatory filings, comprising:

• 2 CEP submissions,

• 2 filings with the Korean regulatory authority,

• 1 filing each with the regulatory agencies of Brazil, China, and Canada.

• Three API molecules successfully completed commercial validation during the year.

• Two API molecules are at Pilot scale validation during this year.

To enhance our analytical proficiency and deepen understanding of API characteristics, we have strengthened our laboratory infrastructure with the installation of advanced equipment:

• High-Resolution Microscope - for in-depth morphological analysis of API particles

• Micromeritics Surface Area Analyzer - for

accurate measurement of specific surface area, essential for controlling particle behaviour and formulation performance

These enhancements support robust quality control, facilitate regulatory compliance, and contribute to high-precision product development.

These achievements underscore our continued emphasis on innovation, regulatory compliance, and expanding our global footprint in the pharmaceutical space.

25. Audit Committee

The Composition and role of the Committee has been provided in the Corporate Governance Report annexed with the report.

26. Statutory Auditors and Auditors' Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, M/s Ashwani & Associates, Chartered Accountants, Ludhiana, Registration No:000497N were appointed as statutory auditors of the Company from conclusion of 36th Annual General Meeting of the Company held on 10th August 2023 till the conclusion of the 41st Annual General Meeting to be held in the year 2028.

The report of the Statutory Auditors forms part of this Report and Annual Accounts 2024-25. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca)of the Act.

27. Secretarial Auditors and Audit Report

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 notified vide SEBI circular No. SEBI/LAD- NRO/GN/2024/218 inter-alia prescribes detailed norms for the appointment, re-appointment, and removal of Secretarial Auditors in listed entities and its material Indian subsidiaries.

Accordingly, in accordance with the Regulation 24A(1)(b) of the SEBI Listing Regulations 2015, as amended by SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, the Board of Directors of the Company at its meeting held on 16th May 2025 considered the matter of appointment of the Secretarial Auditor and have approved and proposed to the members for their approval at the this (AGM), appointment of M/s B. K. Gupta & Associates, as the Secretarial Auditors of the Company for a term of five consecutive years from FY 2025-26 to FY 2029-30.

The Secretarial Audit Report for the FY 2024-25, issued by the Secretarial Auditor M/s B. K. Gupta & Associates, practicing Company Secretary is annexed herewith as Annexure - 3 and forms an integral part of this Report.

The Secretarial Audit Report is self-explanatory and does not call for any comments. The Report does not contain any qualifications, reservations, adverse remarks, or disclaimers, except for the following observations:

• Delay in filling the vacancy of the Woman Independent Director within the prescribed timeline, in accordance with Regulation 17(1E) of the SEBI (LODR) Regulations, 2015.

• Non-compliance with the composition requirements of the Nomination and Remuneration Committee under Regulation 19 of the SEBI (LODR) Regulations, 2015.

The Board acknowledges the delay in appointment of a Woman Independent Director, to fill the vacancy caused due to retirement of Dr Sandhya Mehta during the year. The Company made every effort to fill the vacancy, as the Board determined that an expert is required for the role, however, given the specific matrix of skills, expertise, and competencies as identified by the Board for each director, alongside the need for specialized qualifications and experience, it took longer than anticipated to identify and finalize the ideal candidate. The management remains fully committed to ensuring adherence to both the letter and spirit of applicable laws and regulations.

Further, the Secretarial Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013. Accordingly, no disclosure is required under Section 134(3)(ca) of the Act.

28. Secretarial Standards

The Company has proper system in place to ensure the due compliance with the provisions of the applicable secretarial standards issued by the Institute of the Company Secretaries of India.

29. Cost Records & Cost Auditors

In accordance with Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Company maintains cost records as required, and a Cost Accountant conducts the audit of these records.

The Board of Directors, based on the recommendation of the Audit Committee, has approved the appointment of M/s. Ramanath Iyer & Co., Cost Accountants, New Delhi, as the Cost Auditors of the Company for the financial year 2025-26 at a remuneration of H1,81,500/- plus applicable taxes and out-ofpocket expenses in connection with the cost audit.

Further, pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration of Cost Auditors as approved by the Board is required to be ratified by the shareholders of the Company and therefore, the same is included in the ensuing AGM notice for the ratification of the shareholders.

The Cost Audit Report for the financial year ended 31st March 2024, provided by the Cost Auditor, does not contain any qualification or adverse remarks that require any clarification or explanation.

30. Particulars of managerial remuneration and related disclosures

Disclosures relating 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 are provided in Annexure-4.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report, which forms part of this Report.

31. CEO & CFO Certification

The Managing Director and CFO of the Company have certified to the Board of Directors, inter-alia, the accuracy of financial statements and adequacy of internal controls for the financial reporting as required under Regulation 17(8) of the Listing Regulations for the Financial Year 2024-25, which forms part of this Report.

32. Annual Return

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules,2014, the Annual Return of your Company is available on the website of your Company at the web-link https://www.iolcp.com/ investors/annual-returns

33. Loan, guarantees or investment under Section 186 of the Companies Act, 2013

The particulars of loans, guarantees and investments have been provided in the notes of the financial statements.

34. Material Changes and Commitments

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the Financial Year of the Company as on 31st March 2025 and the date of this report.

35. Significant and Material Orders impacting Operations of Company in Future

There are no significant or material orders that have been passed by any Regulators/Court or Tribunals impacting the going concern status and future operations of your company.

36. Reporting of Frauds

There have been no instances of fraud reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder either to the Company or to the Central Government.

37. Industrial Relations

Industrial relations remained cordial and harmonious throughout the year under review.

38. Safety, Health and Environment

The Company is committed to continuously raise awareness of supply chain members to comply with applicable laws and regulations related to labour and employment, including gender diversity, human rights, child labour,wages, working hours, bribery & corruption, occupational health, safety and environment. IOL Responsible Sourcing Standard enshrines the Company's unwavering focus on fair treatment, human rights, good labour practices, environmental conservation, health and safety.Safety is Company's top priority with regard to employment and it is encouraging safety measures at all levels of operations especially at the floor level. Regular training programmes are being conducted to bring in awareness of safety at workplace.

39. Prevention of Sexual Harassment Policy

As per the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)Act, 2013 ("POSH"), the Company has a policy which is available on its website at https://www.iolcp.com/about-us/policies and robust mechanism in place to redress complaints reported under it. The Company has complied with provisions relating to the constitution of Internal Committee under POSH. The Internal Committee is comprised of internal members and an external member who has extensive experience in the field. No complaints have been received during the year 2024-25.

40. Vigil Mechanism

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy can be accessed at company's website: www.iolcp.com

41. Business Responsibility and Sustainability Report

In terms of Regulation 34(2)f of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) of your Company detailing initiatives undertaken by the Company on environmental, social and governance front during the year under review, forms part of this Annual Report and is also available on the website of the Company at www.iolcp.com

42. Energy Conservation / Technology Absorption and Foreign Exchange Earnings and Outgo

Energy conservation continues to be an area of major emphasis in the Company. A statement giving details of conservation of energy, technology absorption, foreign exchange earnings

and outgo, in accordance with Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure - 5 and forms part of the Report.

43. Integrated Reporting

The Company is complying with the applicable requirements of the Integrated Reporting Framework. The Integrated

Report tracks the sustainability performance of the organization and its interconnectedness with the financial performance, showcasing how the Company is adding value to its stakeholders. The Integrated Report forms a part of this Integrated Annual report.

44. General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Change in the nature of business of the Company.

V

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5.

6.

7.

GO

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

No fraud has been reported by the Auditors to the Audit Committee or the Board.

There has been no one time settlement of loans with any bank or financial institution.

There are no proceedings admitted against the Company under the Insolvency and Bankruptcy Code, 2016.

45. Acknowledgement

The Directors wish to place on record their sincere appreciation for the continued support extended to the Company by its investors, bankers, central and state government departments, customers, and suppliers.

The Board also acknowledges and deeply appreciates the dedication, commitment, and hard work of employees at all levels, whose unwavering efforts have been instrumental in driving the Company's sustained growth.

Further, the Board expresses its heartfelt gratitude to you, our esteemed shareholders, for the trust and confidence you have reposed in the management of the Company.

   

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Formed in 1986, Capital Market Publishers India Pvt Ltd pioneered corporate databases and stock market magazine in India. Today Capitaline corporate database cover more than 35,000 listed and unlisted Indian companies. Latest technologies and standards are constantly being adopted to keep the database user-friendly, comprehensive and up-to-date.

Over the years the scope of the databases has enlarged to cover economy, sectors, mutual funds, commodities and news. Many innovative online and offline applications of these databases have been developed to meet various common as well as customized requirements.

While all the leading institutional investors use Capitaline databases, Capital Market magazine gives access to the databases to individual investors through Corporate Scoreboard. Besides stock market and company-related articles, the magazine’s independent and insightful coverage includes mutual funds, taxation, commodities and personal finance.

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