India Gelatine & Chemicals Ltd

The Directors of your Company have pleasure to present 52^nd Annual Report along with the Audited Financial Statements for the financial year ended 31^st March, 2024.

FINANCIAL SUMMARY:

The highlights of financial performance of the Company for the year ended 31^st March, 2024, are summarized hereunder:

Global and Domestic Economic Overview

The company wishes all shareholders well on another excellent year. A new milestone has been crossed with the company achieving its highest ever turnover to the tune of ' 20,583.97 lakhs This has been possible on account of an increases in gelatine exports as well as the company receiving ossein export orders. This year marks its 52^nd year of existence and we hope that with the graph looking upwards, the years to come also witness similar growth possibilities. The company would like to place on record its appreciation to all its staff and employees as well to its vendors and customers for their continued support in both the domestic and the export market. The gelatine sales increased by 15% whereas Ossein sales declined by 37%.

India's remarkable growth rate of 8.4% in the third quarter of the fiscal year 2024 surpassed all expectations, as India's GDP growth already touched 8.2% year over year (YoY) as of April 2024.

The global economy is anticipated to experience a synchronized recovery in 2025 following the resolution of major election uncertainties, coupled with expected rate cuts by Western central banks later in 2024. India is poised to benefit from enhanced capital inflows stimulating private investments and a resurgence in exports. Concerns of inflation still persist, which may ease only in the latter half of the next fiscal year barring any surprises from rising oil or food prices.

India is in the process of transitioning from a minimum wage to a living wage system by 2025, seeking guidance from the International Labour Organization to develop a comprehensive framework for its estimation and implementation. Living wages?a minimum income necessary for a worker to meet their basic needs, factoring in key social expenditures such as housing, food, health care, education, and clothing?will impact the Indian pharmaceutical industry.

Raw materials

For gelatine manufacturers, the raw materials are crucial for maintaining stable operational conditions and ensuring both quality and financial performance. In recent years, the quality of raw materials in India has declined significantly, posing substantial challenges to the industry's sustainability. The company, along with its peers and government counterparts, is actively working to enhance standards in the domestic raw material supply chain and is promoting the import of higher-quality raw materials to address these issues.

In the global market, particularly in Europe, pig skin availability was limited in the first part of the year 2023-24 due to which prices have remained high. However, a notable shift occurred during the second half of the year, resulting in a significant downturn in pig skin prices. Consequently, prices for pig skin gelatine experienced a sharp decline. This trend was exacerbated by increased supplies of bovine hide as raw material, leading to enhanced availability of bovine hide gelatine worldwide.

Bovine bone gelatine stands apart due to its distinct properties, allowing it to serve niche applications effectively. While pig skin and bovine hide gelatine are widely abundant, the demand for bovine bone gelatine is expected to remain steady. However, due to overall increased availability of gelatine, prices are likely to remain subdued.

The supply of hydrochloric acid remained consistent throughout the year. However, the Central Pollution Control Board has advised that all industrial materials used in the production of consumable goods must receive approval from the FDA and FSSAI. Discussions with regulatory authorities are ongoing and are expected to reach a resolution in the near future. Additionally, the prices of hydrochloric acid have remained stable throughout the year.

The availability of lime was also stable throughout the year, although pricing experienced fluctuations due to variations in the cost of PET coke, which is the primary energy source for hydrated lime production. Overall, lime prices decreased by approximately 9% during the financial year.

Sales of marine collagen under the brand name Everpure Life have remained stable throughout the year, preserving its market share despite pricing pressures from competing collagen brands. The company's premium marine collagen has sustained its pricing position, reflecting its superior quality. The company is committed to high-quality standards is underscored by our rigorous sourcing practices, ensuring that only the finest collagen is imported from our international supply chain.

Financial Summary:

For the fiscal year 2023-2024, our company has witnessed significant developments in our product lines:

• Gelatine Sales: Our gelatine sales have risen to ' 13,056.15 lakhs (net of duties & taxes), marking a robust growth of 15% compared to the previous year

• Ossein Sales: Conversely, sales of Ossein have declined to ' 2,102.46 lakhs, reflecting a decrease of 37% from the previous year.

These results underscore our strategic focus on expanding our gelatine segment while addressing challenges in other product lines.

In the financial year 2023-24, export sales of Gelatine increased significantly to ' 12,182.75 lakhs from ' 9,657.88 lakhs in 2022-23, marking a notable 26% rise. Ossein export sales experienced a decrease of 37%, falling from ' 3,340.92 lakhs in 2022-23 to ' 2,102.46 lakhs in 2023-24. Additionally, DCP sales also decreased by 9%, from ' 4,674.68 in 2022-23 to ' 4,266.13 lakhs in 2023-24. Overall, total export sales increased by 9.65% in 2023-24. (' 14,285.21 lakhs in 2023-24, up from ' 13,027.41 lakhs in 2022-23)

Operations:

Crushed bone yields declined during the year, resulting in higher production costs that have negatively affected gelatin margins. Despite this, overall product realizations improved compared to the previous year, largely driven by increased export sales. Additionally, favorable US dollar-Indian rupee exchange rates contributed to enhanced revenue realizations.

Production of gelatine was similar to the previous year however, the production of ossein and DCP were lower.

Power costs were reduced during the year, due to the stable and effective operation of the company's solar plant, which was commissioned at the start of the year. Additionally, drying costs for DCP and ossein decreased due to improved efficiency in the use of the hot air generator.

Environmental initiatives and sustainability:

This year, the company decreased its reliance on natural gas, which is costlier, and instead transitioned to utilizing agricultural waste, a more sustainable alternative.

Additionally, the surface aerators in the Effluent Treatment Plant (ETP), which had high energy consumption, were replaced with energy-efficient blowers and fine bubble aeration technology. These initiatives have collectively contributed to a reduction in the plant's carbon footprint.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is annexed herewith as “Annexure-A” forming part of the Annual Report.

DIVIDEND:

Your Directors have recommended Final Dividend of @ 10% i.e. ' 1.00 per share for the financial year ended 31st March, 2024. Together with the Interim Dividend of @ 100% i.e. ' 10.00 per share paid on 28^th March, 2024, the total Dividend for the financial year ended 31st March, 2024 amounts to ' 110.00 per share (previous year final dividend @ 35% i.e. ' 3.50 per share and on the occasion of Golden Jubilee year, additional special dividend @ 15% i.e. ' 1.50 per share, aggregating to a total dividend @ 50% (i.e. ' 5.00 per share).

The said Final Dividend is subject to the approval of the Members at the ensuing Annual General Meeting (“AGM”) scheduled to be held on Friday, 27^th September, 2024 at 12:30 PM. According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f. 1^st April, 2020, and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

TRANSFER TO RESERVES:

Your Directors has approved a transfer of ' 100.00 Lakhs to the General Reserve for the year ended 31^st March, 2024 as against an amount of '100.00 Lakhs transferred in the previous year.

SHARE CAPITAL:

As on 31^st March, 2024, the authorised share capital of the Company was '1,250.00 lakhs consisting of 1,25,00,000 equity shares of face value '10 each and the Issued, Subscribed and Paid-up equity share capital was ' 709.23 lakhs consisting of 70,92,300 equity shares of face value '10 each.

There was no change in the capital structure of the Company during the year.

TAXATION:

The Company has made a provision of ' 708.86 Lakhs towards current year's Income Tax.

FINANCE:

The Company continues to get requisite assistance and co-operation from its bankers as and when needed. INSURANCE:

All the properties of the Company including building, plant and machinery and stocks have been adequately covered under insurance.

INDUSTRIAL RELATIONS:

Industrial relations continued to remain cordial and satisfactory.

PUBLIC DEPOSITS:

During the financial year 2023-2024, your Company has not accepted any deposits within the meaning of Sections 73 & 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. Therefore, the “details of deposits which are not in compliance with the requirements of Chapter V of the Act” are not applicable to the Company.

CORPORATE GOVERNANCE:

Good corporate governance underpins the way we conduct business. Your Directors affirm their continued commitment to the highest level of corporate governance practices. Your Company fully adheres to the standards set out by the SEBI for corporate governance practices.

The Chairman & Managing Director and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under regulation 17(8) of the SEBI Listing Regulations.

The Corporate Governance Report including the General Shareholder Information, as prescribed under Schedule V to the SEBI Listing Regulations, duly approved by the Board of Directors, which form an integral part of this Report, is set out as separate Annexure, together with the Certificate from the Practicing Company Secretaries regarding compliance with the requirements of Corporate Governance as stipulated under various regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The company has complied with SS-1 and SS-2.

Transfer of Unclaimed Dividend and Shares to Investor Education and Protection Fund (‘IEPF')

Pursuant to the provisions of the Companies Act, 2013 read with Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the dividends, unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to the IEPF. Accordingly, unclaimed dividends of Shareholders for the Financial Year 2016-17 lying in the unclaimed dividend account of the Company as on October 21, 2024 will be transferred to IEPF on the due date. Further, the shares (excluding the disputed cases having specific orders of the Court, Tribunal or any Statutory Authority restraining such transfer) pertaining to which dividend remains unclaimed for a consecutive period of seven years from the date of transfer of the dividend to the unpaid dividend account is also mandatorily required to be transferred to the IEPF Authority established by the Central Government. Accordingly, the Company has transferred unclaimed dividend and eligible Shares to IEPF Demat Account within statutory timelines.

The details of unclaimed dividends and shares transferred to IEPF during Financial Year 2023-2024 are as follows:

The Company has sent individual communication to the concerned shareholders at their registered address, whose dividend remained unclaimed and whose shares were liable to be transferred to the IEPF. The communication was also published in newspapers.

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured debentures, application money due for refund, or interest thereon, sale proceeds of fractional shares, redemption proceeds of preference shares, amongst others has been transferred to the IEPF Fund can claim their due amount from the IEPF Authority by making an electronic application in e-form IEPF-5 in accordance with the prescribed procedure and on submission of such documents as prescribed under the IEPF Rules. The process for claiming the shares/unclaimed dividends out of IEPF can be accessed on the IEPF website at www.iepf.gov.in and on the website of the Company at www.indiagelatine.com. Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of unpaid and unclaimed amounts lying with the company which are liable to be transferred, on the website of the Company.

Ms. Tanaya Tulsi Daryanani, the Company Secretary and Compliance Officer of the Company is designated as the Nodal Officer under the provisions of IEPF. The contact details can be accessed on the website of the Company at www.indiagelatine.com.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Your Company is not having any subsidiary, associate or joint venture. Further during the financial year under review, no company has become or ceased to be subsidiary, joint venture or associate of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

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 the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year.

According to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31st March, 2024, the Board of Directors, to the best of their knowledge and belief, states that:

i) In the preparation of the annual accounts, the applicable accounting standards or any addendum thereto, have been followed and there are no material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on that date;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis;

v) Proper internal financial controls were in place and that the financial controls are adequate and were operating effectively;

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

AUDITORS AND AUDITORS' REPORT

Statutory Auditors:

The Statutory Auditors M/s Mahendra N. Shah & Co., Chartered Accountants, Firm Registration No: 105775W, were appointed by the members of the Company in 50^th Annual General Meeting, to hold office from the conclusion of 50^th Annual General meeting for a term of consecutive five years till conclusion of 55^th Annual General Meeting to be held in the year 2027 in terms of the applicable provisions of Section 139(1) of the Act read with the Companies (Audit and Auditors) Rules, 2014. In terms of the Notification issued by the Ministry of Corporate Affairs dated 7^th May, 2018, the proviso requiring ratification of the Auditors appointment by the shareholders at each AGM has been omitted. Accordingly, the ratification of appointment of Statutory Auditors would not be required at the ensuing AGM and M/s Mahendra N. Shah & Co., Chartered Accountants, Firm Registration No: 105775W would continue to act as the Statutory Auditors of the Company for five years upto the conclusion of the 55^th AGM to be held in 2027.

AUDITORS' REPORT

The report of the Statutory Auditors along with notes to financial statements is enclosed to this Annual Report. Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remarks.

Disclosure under Section 143(12) of the Act

During the year under review, the Auditors have not reported to the Audit Committee or the Board any instances of fraud or irregularities against the Company by its officers or employees, under Section 143 (12) of the Companies Act, 2013 and Rules made there under, the details of which would need to be mentioned in the Board's report, which forms part of this Annual Report.

SECRETARIAL AUDITOR AND AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and and Listing Regulations, your Company has appointed M/s. Samdani Shah & Kabra, Practicing Company Secretaries to conduct the Secretarial Audit of your Company for the financial year ended 31^st March, 2024

Secretarial Audit Report has been issued by M/s. Samdani Shah & Kabra, Practicing Company Secretaries in Form MR-3.The said report does not contain any observation or qualification requiring explanation or adverse remark. The Secretarial Audit report is annexed herewith as “Annexure-E” to this report.

Pursuant to regulation 24A(2) of the SEBI Listing Regulations, 2015, read with SEBI Circular CIR/CFD/CMD1/27/2019 dated 8^th February, 2019, M/s Chirag Shah & Associates, Practicing Company Secretaries has submitted Annual Secretarial Compliance Report for the financial year 2023-24 and has also confirmed that the Company has complied with all applicable SEBI Regulations and circulars / guidelines issued thereunder. The said Annual Secretarial

Compliance Report was submitted with the stock exchange within the given timeframe & made available on the website of the Company.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

(Including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration of Directors, Key Managerial Personnel and other employees)

(a) Policy on Directors' Appointment

The Board has put in place a policy on appointment of Directors and remuneration including criteria for determining qualifications, positive attributes, independence of a Director as required under Section 178(3) of the Act.

The said Nomination and Remuneration Policy, inter alia, is directed to work as guiding principles on qualifications, positive attributes and independence for the appointment of a Director, remuneration for the Directors, Key Managerial Personnel and Senior Management Personnel, performance evaluation of all Directors and achieving the benefits of having a diverse Board. The Guidelines lay down the following:

• Composition and Role of the Board (Role of the Chairman, Directors, size of the Board, Managing Director, Executive Director, Non-Executive Directors, Independent Directors, their term, tenure and Directorship)

• Board appointment

• Directors' Remuneration

• Code of Conduct (Managing Director, Executive Director, Non-Executive Directors, Independent Directors)

• Board effectiveness review

The aforesaid policy of the Company on Directors' appointment and remuneration, under Section 178(3) of Companies Act, 2013 is available on our website i.e. www.indiagelatine.com or on below mentioned weblink:

http://wwwindiagelatine.com/financial/Nomination%20&%20Remuneration%20Policv 2023.pdf

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Company has adopted a process for performance evaluation of the Board and its Committees & performance of each of the Directors. The evaluation criteria include inter alia, structure of the Board, qualifications, experience and competency of Directors, diversity in Board, quality of relationship between the Board and management, meetings of the Board.

Pursuant to provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Directors on the Board carried out an annual evaluation of the Board itself, its Committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. Nomination and Remuneration Committee also carried out evaluation of every Director's performance.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, responsibilities of the Board and Committees, Corporate Governance Norms etc. Evaluation parameters of individual Directors including the Chairman of the Board and Independent Directors were based on knowledge to perform the role, time and level of participation, performance of duties and level of oversight and professional conduct etc.

Pursuant to the provisions of the Act and Regulation 25(4) of SEBI Listing Regulations, Independent Directors in their separate meeting held on 9^th February, 2024 have also evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.

DISCLOSURES BY THE DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section 164(2) and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 (the “Act”) and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

The Independent Directors have complied with the code of Independent Directors as prescribed in Schedule IV of the Companies Act, 2013. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (including the proficiency) and are persons of high integrity and repute. They fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.

The Independent Directors have confirmed that they have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs (‘MCA') and have completed the online proficiency self-assessment test conducted by the Institute notified under the section 150(1) of the Act.

The Directors and Senior Management Personnel have complied with the code of conduct for Directors and Senior Management.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the Code of Conduct for Independent Directors specified under the Act and requirements of SEBI Listing Regulations, the Company is required to familiarize the Independent Directors of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes. Hence a policy was formulated for the same. The said policy may be referred to, at the company's official website at www.indiagelatine.com

All Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. from time to time. The details regarding Independent Directors' Familiarization Programmes are available on website of the Company i.e. https:// www.indiagelatine.com/financialinfo.html

NUMBER OF MEETING OF BOARD OF DIRECTORS:

The Board of Directors duly met 5 times and the independent Directors once during the financial year ended 31^st March, 2024. The dates on which the Board meetings were held are 22^nd May, 2023, 3^rd August, 2023, 9^th November, 2023, 9^th February, 2024 & 6^th March, 2024.

The other details of which are mentioned in the Corporate Governance Report annexed herewith. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DETAILS OF COMMITTEE OF DIRECTORS:

As required under the Act and the SEBI Listing Regulations, the Company has formed all the statutory committees. The Board of Directors have re-constituted the following Committees on account of completion of tenure of Mr. Shridhar N. Pittie (DIN: 00562400) and Mr. Jayprakash M. Tiwari (DIN: 06906943), Non-Executive Independent Directors of the Company and appointment of Mr. Ashwini Agarwal (DiN: 00362480) and Mr. Vaibhav S. Pittie (DIN: 07643342) on 1st April, 2024. As on date of this report, details of composition of the Board Committees are as follows:

A. Audit Committee:

Pursuant to Section 177 of the Companies Act, 2013 read with Regulation 18 of the Listing Regulations, the Company have reconstituted the Audit Committee of the Board of Directors as under:

B. Nomination & Remuneration Committee:

Pursuant to Section 178 of the Companies Act, 2013 read with Regulation 19 of the Listing Regulations, the Company have reconstituted the Nomination and Remuneration Committee of the Board of Directors as under:

C. Stakeholder Relationship Committee:

Pursuant to Section 178 of the Companies Act, 2013 read with Regulation 20 of the Listing Regulations, the Company have reconstituted the Stakeholders Relationship Committee of the Board of Directors as under:

D. Corporate Social Responsibility Committee:

Pursuant to Section 135 of the Companies Act, 2013, the Company have reconstituted the Corporate Social Responsibility Committee of the Board of Directors as under:

The Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Corporate Social Responsibility Committee and Stakeholder Relationship Committee, number of meetings held of each Committee during the financial year 2023-24 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

There have been no instances where the Board did not accept the recommendations of its committees, including the Audit Committee.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

DIRECTORS

Pursuant to the provisions of Section 152(6) of the Companies Act, Mr. Viren C. Mirani (DIN: 00044901) who retires by rotation and being eligible, offers himself for re-appointment.

Mr. Shridhar N. Pittie (DIN: 00562400) and Mr. Jayprakash M. Tiwari (DIN: 06906943), Non-Executive Independent Directors of the Company, have completed their second term as Non-Executive Independent Directors and have consequently ceased to be Non-Executive Independent Directors of the Company w.e.f. the close of business hours on 31^st March, 2024. Your Directors placed on record their appreciation for the valuable contribution made by them during their tenure as Directors of the Company.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors via Circular resolution passed on 1^st April, 2024 had appointed Mr. Ashwini Agarwal (DIN: 00362480), as an additional Non Executive Independent Director, pursuant to 149, 150, 152 read with schedule IV and Section 161(1) read with Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions, sections, rules of the Companies Act, 2013, and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, on the Board of the Company for a term of five (5) consecutive years from 1^st April, 2024 to 31^st March, 2029, not liable to retire by rotation. The process for taking the shareholders' approval for appointment of Mr. Ashwini Agarwal (DIN: 00362480) through Postal Ballot is ongoing, which will complete on 11th May, 2024

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors via Circular resolution passed on 1^st April, 2024 had appointed Mr. Vaibhav S. Pittie (DIN: 07643342), as an additional Non Executive Independent Director, pursuant to 149, 150, 152 read with schedule IV and Section 161(1) read with Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions, sections, rules of the Companies Act, 2013, and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, on the Board of the Company for a term of five (5) consecutive years from 1^st April, 2024 to 31^st March, 2029, not liable to retire by rotation. The process for taking the shareholders' approval for appointment of Vaibhav S. Pittie (DIN: 07643342) through Postal Ballot is ongoing, which will complete on 11^th May, 2024.

KEY MANAGERIAL PERSONNEL

As per the provisions of Section 203 of the Companies Act, 2013, the following were the 'Key Managerial Personnel' of the Company:

During the year under review, there is no change in the Key Managerial Personnel of the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate internal control systems to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly.

M/s M. D. Kamdar & Co., Chartered Accountants, serves as Internal Auditors of the Company. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal financial control system in the Company, its compliance with operating systems, accounting procedures, application of the instructions and policies fixed by the senior management of the Company. The Audit Committee reviews the report submitted by the Internal Auditors on a quarterly basis. During the Audit Process no material discrepancies have been reported by the Internal Auditor.

LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY:

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans and/or investments made by the Company under the aforesaid provisions during the Financial Year 2023-24 have been provided in the Notes to the Standalone Financial Statements.

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 the Company which has occurred between the close of the Financial Year as on 31^st March, 2024, to which the Financial Statement relate and the date of this Report.

PARTICULARS ON REMUNERATION

The remuneration paid to Directors, Key Managerial Personnel (“KMP”), and Senior Management Personnel (“SMP”) during Financial year ended 31^st March, 2024 was in accordance with the Nomination and Remuneration Policy of the Company.

The prescribed particulars of Employees required under Section197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure-B” to this Report.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules,2014 and forming part of the Boards' Report for the year ended 31^st March, 2024 is given in the “Annexure B” of this Report.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, as amended from time to time, the Annual Return as on 31^st March, 2024 in the form MGT-7 is available on the Company's website at the web-link given below:

https://www.indiagelatine.com/financial/MGT-7_2023-24_upload.pdf

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm's length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts / arrangements entered with related parties in prescribed Form AOC-2, is enclosed with this Report as “Annexure- F”. Transactions with related parties as per requirements of Ind AS -24 - 'Related Party Disclosures' issued by the Institute of Chartered Accountants of India are disclosed in Item No. a , b & c of Note No. 39 to the Financial Statements in the Annual Report. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with Regulation 23 of the Listing Regulations, which is uploaded on the Company's website at the web-link given below:

http://www.indiagelatine.com/financial/Policv%20on%20Materialitv%20of%20related%20partv%20transaction%20 updated.pdf

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee undertakes quarterly review of related party transactions entered into by the Company with its related parties. Pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013, the Audit Committee has granted omnibus approval in respect of transactions which are repetitive in nature, which may or may not be foreseen, not exceeding the limits specified thereunder.

RISK MANAGEMENT

Pursuant to Section 134 of the Act, the Company has adopted a risk management policy to identify, analyse, evaluate & categorize various risks, implement measures to minimize/mitigate the impact of these risks where it is deemed necessary and possible and a process to monitor them on a regular basis with strategy and business planning.

The Company periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to the provisions of sub-section 9 of section 177 of Companies Act. 2013 (“the Act” or “Act”) and in terms of Regulation 22 read with Regulation 4(2)(d)(iv) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), the Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement and provide a mechanism for the Directors / Employees of the Company to approach the designated persons / Chairman of the Audit Committee of the Company to, inter alia, report to the management instances of unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy.

The details of the Whistle Blower Policy are provided in the Corporate Governance Report and policy is also uploaded on the Company's website at the web-link given below:

http://www.indiagelatine.com/financial/Whistle%20blower%20policy%20as%20per%20L0DR.pdf CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Corporate Social Responsibility ('CSR') Committee has been constituted pursuant to Section 135 of the Companies Act, 2013. Detailed information about composition of the Committee, details of meetings held, attendance etc. along with the brief outline of the Corporate Social Responsibility (CSR) Policy of the company and the initiatives undertaken by the company on CSR activities during the year are set out in Annexure of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014 as “Annexure-D” and forms an integral part of the Report.

The Corporate Social Responsibility (CSR) Policy is available on the website of the Company i.e. www.indiagelatine. com

COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the reporting year, no complaint has been received with respect to sexual harassment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's future operations.

PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

No proceedings have been initiated during the year or are pending against the Company as at 31^st March, 2024, under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts.

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

CHANGE IN NATURE OF BUSINESS OF COMPANY:

There is no change in the nature of business of your Company during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is set out herewith as “Annexure C” to this Report.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Fair Disclosure as per regulation 8(1)& (2) and Code of Conduct as per regulation 9(1) & (2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code requires pre- clearance for dealing in the Company's Shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. All Directors and designated employees have confirmed compliance with the code.

ACKNOWLEDGEMENT:

Your Directors wish to express their grateful appreciation for the devoted services of the workers, staff and executives for their ardent enthusiasm and interminable efforts thereby contributing to the efficient management of the affairs of the Company.

Your Directors place on record their gratitude to the State and Central Government, the company's Bankers, Customers, Suppliers and Shareholders for their co-operation and support and look forward to their continued support in the future.