On behalf of the Board of Directors of your Company, it gives me pleasure in presenting the Thirty Third Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2022:

1. Financial Results

2. Dividend

The Board of Directors has recommended a dividend of 100% i.e. ' 10/- per equity share of the face value of ' 10/- each for the year ended 31^st March, 2022 aggregating to ' 3,079.49 lakhs.

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("the Listing Regulations") the Board of Directors has formulated a Dividend Distribution Policy and the same can be accessed at www.igpetro.com/ corporate-governance/

3. Operating & Financial Performance

During the year under review, the Phthalic Anhydride market as well as other downstream products witnessed a strong traction in demand. The Company generated a total revenue of ' 1,89,190.74 lakhs as compared to ' 1,12,835.52 lakhs in the year 2020-21, a sharp rise of 68% over 2020-21. The Company has recorded the highest ever EBITDA in its history to ' 41,574.53 lakhs from ' 30,333.11 lakhs in 2020-21.

Our prudent management of funds, keeping in mind the turmoil happening in the external environment, have helped us in reducing the overall finance costs. We continue to strengthen our balance sheet and are on net zero debt. The profit after tax stood at ' 26,671.89 lakhs growing by 41% compared to the previous year. The tax expenses stood at ' 9,179.67 lakhs.

The Directors confirm that no material changes or commitments have occurred between the end of the financial year and the date of this report, which may affect the financial statements of the Company.

4. Expansion

During the year under review, the Company successfully commissioned and introduced the downstream product i.e. Advance Plasticizers with a capacity of 8,400 MTPA.

The Company also initiated further brownfield expansion of Phthalic Anhydride by upto 53,000 MTPA which is expected to commission in CY 2023.

5. Contribution to the Exchequer

The Company has contributed ' 38,369.86 lakhs to the exchequer by way of income tax, customs duty, goods and service tax, etc.

6 Share Capital & Finance

a) Share Capital

The paid-up Equity Share Capital remained unchanged at ' 3,079.81 lakhs as at 31^st March, 2022. The shareholdings of the Promoters and Persons Acting in Concert with Promoters are 68.74%.

b) Finance

The borrowings of the Company comprises of external commercial borrowings, term loan and working capital facilities. The debts (including interest) are being serviced regularly.

c) Credit Rating

The Credit Ratings of the Company are “INDAA-/Stable” (term loan and fund based working capital) and “IND A1 ” (non-fund based working capital) issued by India Ratings & Research.

d) Deposits

During the year, the Company has not accepted or invited any deposits from the public.

e) Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 (“the Act”) are given in the notes to the financial statements.

7. Transfer to General Reserves

The Company do not propose to transfer any amount to the General Reserves.

8. Subsidiaries / Associates / Joint Ventures

The Company’s wholly owned subsidiary i.e. IGPL International Ltd. is yet to commence its operations and the present activities relates to investments. The consolidated financial statements of the Company are prepared in accordance with the applicable provisions of the Act and the Ind AS. The audited consolidated financial statements together with the Auditors’ report thereon forms part of the Annual Report.

In accordance with the provision of Section 129 of the Act, a statement containing salient features of the financial statements of the subsidiary in Form AOC-1 is annexed herewith.

The financial statements of the wholly owned subsidiary are placed on the website of the Company and available for inspection by the members of the Company. A copy of the audited accounts shall be made available to the member upon request.

9. Corporate Social Responsibility (CSR) Initiatives

The functions of the CSR Committee are guided by the CSR Policy of the Company in accordance with which the projects are selected and implemented vis-a-vis approval by the Board of Directors of the Company. The CSR obligation of the Company for the year 2021-22 was ' 314.96 lakhs excluding an amount of ' 2.75 lakhs which was to be set-off against the excess amount spent in 2020-21. During the year, the Company spent ' 337.00 lakhs.

In respect of the ‘ongoing project’ of the previous year i.e. construction of school by Saraswati Shishu Mandir Trust, the Company had transferred ' 99.47 lakhs to a special bank account out of which ' 50 lakhs has been spent towards utilization for the said project.

An annual report on CSR activities containing prescribed details is annexed herewith as “Annexure-I”.

The CSR Policy of the Company can be accessed at www.igpetro.com/csr/

10. Annual Return

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Act, the Annual Return of the Company as at 31^st March, 2022 is uploaded on the website of the Company at www.igpetro. com/corporate-announcement/

11. Vigil Mechanism Policy

The Vigil Mechanism Policy of the Company deals with instances of actual or suspected unethical behavior, fraud, etc. The Audit Committee reviews the functioning of the Policy. The details of the Vigil Mechanism has been elaborated in the Corporate Governance Report and posted on the Company’s website www.igpetro.com/corporate-governance/

12. Transfer of shares to IEPF Authority

In accordance with the provisions of Sections 124, 125 of the Act, read with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as “IEPF Rules”) the amount of dividend or any other amount remaining unclaimed or unpaid for a period of seven consecutive years is required to be transferred to the IEPF Authority. The shares in respect of which dividend remained unclaimed or unpaid for seven consecutive years or more, shall also be liable for transfer to the demat account of the IEPF Authority.

The shareholders may note that the dividend declared by the Company for the financial year 2014-15 and remaining unclaimed shall be transferred to IEPF on 22^nd September, 2022. Further, if the shareholders have not claimed dividend for any of the seven consecutive years i.e. between FY 2014-15 to FY 2020-21, the underlying shares shall also be transferred to IEPF. The shareholders are advised to forthwith claim their dividend by writing to the Company/ RTA.

The Company has uploaded the details of unclaimed dividend on its website at www.igpetro.com/investor-information/ and the same is also available at www.iepf.gov.in/ IEPF/services.html

The members whose shares and dividend have been transferred to the IEPF Authority may claim the same by making an online application in Form IEPF-5 available at www.iepf.gov.in. The application for the claiming of shares along with the supporting documents are required to be submitted in an online mode only, as required under the IEPF Rules.

The Company Secretary of the Company has been designated as the Nodal Officer who can be contacted for any guidance/assistance to claim the dividend and shares from IEPF Authority.

13. Board of Directors & Key Managerial Personnel

Shri J K Saboo retires by rotation and being eligible offered himself for re-appointment.

The term of Shri Nikunj Dhanuka and Shri J K Saboo expired on 26^th April, 2022 and 31^st March, 2022 respectively.

Subject to the approval of the members of the Company, the Board of Directors re-appointed Shri Nikunj Dhanuka and Shri J K Saboo as Managing Director & CEO and Executive

Director of the Company for a period of three years and two years effective 27^th April, 2022 and 1^st April, 2022 respectively as per the terms, conditions and remuneration more particularly set out in the Notice.

All Independent Directors of the Company have furnished declarations under Section 149(7) confirming that they meet the criteria of independence laid down in Section 149(6) of the Act and the SEBI Listing Regulations.

In the opinion of the Board of Directors of the Company, all Independent Directors possess high integrity, expertise and experience including the proficiency to discharge their respective duties and responsibilities.

There is no change in the Key Managerial Personnel of the Company during the financial year 2021-22 and they are Shri Nikunj Dhanuka, Managing Director & CEO, Shri Pramod Bhandari, Chief Financial Officer and Shri Sudhir R Singh, Company Secretary.

None of the Directors have attained the age of seventy five years except Shri M M Dhanuka who shall attain in the year 2023 and approval of the shareholders is being sought.

13.1 Meetings of Board and Committees

In accordance with the regulatory requirements, the Board of Directors has constituted Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee.

The details with respect to the composition, terms of reference, number of meetings held, etc. of the Board and that of the Committees are disclosed in the Report on Corporate Governance, which forms part of the Annual Report.

13.2 Board Evaluation

The annual evaluation of the performance of the Board of Directors, Committee of

the Directors individually has been made as more particularly specified in the Corporate Governance Report.

13.3 Remuneration Policy

The details of the Remuneration Policy forms part of the Corporate Governance Report.

The information relating to remuneration as required pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2021-22 -

Shri Nikunj Dhanuka, Managing Director & CEO - 64:1

Shri J K Saboo, Executive Director -7:1

b. The percentage increase in the

remuneration of Managing Director, Chief Financial Officer and Company Secretary for the financial year -

Shri Nikunj Dhanuka, Managing Director & CEO - 30.50%

Shri J K Saboo, Executive Director -19.87%

Shri Pramod Bhandari, Chief

Financial Officer - 12%

Shri Sudhir R Singh, Company

Secretary - 10%

c. The percentage increase in the

median remuneration of employees in the financial year - 8.20%

d. Number of permanent employees on the rolls of the Company - 461

e. Average percentile increase made in the salaries of employees other than the managerial personnel in the last

financial year was 9.90% whereas the percentile increase in the managerial remuneration was 7.30%.

It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

14. Particulars of Employees

The disclosures pertaining to remuneration and other details under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given above.

Statement containing the particulars of top ten employees and the employees drawing remuneration in excess of limits prescribed under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in annexure forming part of this Report. In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid annexure. The said statement is available for inspection with the Company. Any Member interested in obtaining a copy of the same may write to the Company at udhuri@igpetro.com.

15. Directors’ Responsibility Statement

To the best of our knowledge and belief and according to the information and explanation obtained by us, in terms of Section 134(3)(c) of the Act, we state:

a. that in the preparation of the annual financial statements for the year ended 31^st March 2022, all the applicable accounting standards have been followed and no material departures have been made from the same;

b. that appropriate accounting policies have been selected and applied consistently and have 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 ended 31^st March, 2022 and of the profit of the Company for that year;

c. 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/ detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

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

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

16. Related Party Transactions

In compliance with the provisions of the SEBI Listing Regulations and the Act, the transactions with related parties are entered into with the approval of the Audit Committee and the Board of Directors. The omnibus approval of the Audit Committee are obtained for transaction which are repetitive in nature.

The Policy on Related Party Transactions can be accessed at www.igpetro.com/corporate-governance/

All transactions with related parties were on arm’s length basis and in the ordinary course of business and necessary approvals were obtained, wherever required. There were no material related party transactions. The necessary disclosures regarding the transactions are given in the notes to the financial statements.

None of the Directors and the KMP has any pecuniary relationships or transactions vis-avis the Company other than those disclosed in the financial statements.

17. Internal Control

The Audit Committee defines the framework for the audit based on the areas identified in discussion with the Internal Auditors. The Audit Committee lays out the audit plan at the start of the financial year in consultation with the Internal Auditor and the management. The Internal Audit function is designed to cover all the major areas of operations and strives to evaluate the efficacy and adequacy of internal control systems, adherence to SOPs and manuals, compliance with applicable rules and regulations, etc. The Internal Auditor participates in all meetings of and reports directly to the Audit Committee. The internal audit reports dwells on the detailed observations and its rating, the recommendation and corrective action proposed to be initiated. These are being followed-up in subsequent audit period.

During the period under review no material observation is reported by the Internal Auditor.

The Company’s internal financial control systems commensurate with its nature of business, size and operations.

18. Risk Management

The Board of Directors has constituted a Risk Management Committee which meets as often as required. The Committee has defined the risk management framework and manual which outlines the risk management approach, risk perception and implementation of the risk mitigation measures. It also identifies and analyzes the risks to the business, risk assessment and control and implementation of risk management practices in order to ensure that all activities are conducted in accordance with the defined principles. The Company’s risk management practices aims to limit the business risk through its operations and finance activities.

The Board of Directors reviews the discussions of the Risk Management Committee.

19. Auditors19.1 Statutory Auditors

M/s Uday & Co. and M/s SMMP & Associates are the Statutory Auditors of the Company.

The Members of the Company at the 28^th AGM held on 20^th September, 2017 had appointed M/s Uday & Co. as Joint Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 33^rd AGM. Accordingly M/s Uday & Co. will hold office upto the conclusion of this AGM.

The Audit Committee and the Board of Directors have recommended to appoint M/s MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W) (member of BDO Group) as the Joint Statutory Auditors of the Company to hold office from the conclusion of the 33^rd AGM till the conclusion of the 38^th AGM to be held in the year 2027 subject to the approval of the shareholders. The Statutory Auditors have confirmed their independence and eligibility for the said appointment.

The Auditors’ Report does not contain any qualification, reservation or adverse remark. The Statutory Auditors have not reported any incident of fraud to the Audit Committee pursuant to Section 143(12) of the Act.

19.2 Cost Auditor

The cost accounts and records are required to be maintained under Section 148(1) of the Act, which are duly made and maintained. In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of the Company has, on the recommendation of the Audit Committee, appointed M/s Krishna S & Associates, Cost Accountants (Firm Registration No.

100939) as the Cost Auditor to conduct an audit of the cost records of the Company for the year 2022-23.

A resolution seeking members’ ratification for the remuneration payable to M/s Krishna S & Associates is included in the Notice of AGM.

19.3 Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s Makarand M Joshi & Associates, Practicing Company Secretaries (Membership No. 5533) as Secretarial Auditor to conduct the Secretarial Audit.

The report of the Secretarial Auditor is given in “Annexure-II”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

20. 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 stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as “Annexure-III”.

21. Business Responsibility Report

Pursuant to the Regulation 34 of the SEBI Listing Regulations, Business Responsibility Report for the year ended 31^st March, 2022 is provided separately and annexed to the Directors’ Report as “Annexure-IV”.

22. Corporate Governance

During the year under review, the Company has complied with the requirements of Corporate Governance and a report on the same along with the Auditors’ Certificate confirming compliance

is attached with and forms part of this report.

A report on Management Discussion and Analysis for the year under review is presented in a separate section and forms an integral part of this report.

23. Prevention of Sexual Harassment

The Company is an equal opportunity provider and has zero tolerance in any form or manner towards the sexual harassment of women at work place. In accordance with the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a policy on prevention, prohibition and redressal of sexual harassment of women at work place.

The Company has constituted Internal Complaints Committee which meets as and when required.

No complaints pertaining to sexual harassment of women employees were received during the

year.

24. ISO 9001:2015 and ISO 14001:2015 Certification

Your Company continued to be certified under ISO 9001:2015 for quality management systems and ISO 14001:2015 for environment management systems by Bureau Veritas.

25. Acknowledgments

Your Directors convey their sincere appreciation to the business partners for their unstinted support and contribution and thank the customers, members, employees, bankers and all stakeholders for their co-operation and confidence reposed in the Company.

For and on behalf of the Board of Directors

M M Dhanuka

Chairman

Mumbai, 20^th May, 2022 DIN 00193456