|
To The member
Your Directors are pleased to present the 41st Annual Report
on the business and operations of the Company, together with the Audited Financial
Statements of your Company for the financial year ended 31st March, 2025.
Financial Results
| Particulars |
Year ended 31.03.2025 |
Year ended 31.03.2024 |
| Gross Sales and other income* |
9,052.37 |
7,944.50 |
| Earnings before interest, taxes, depreciation and
amortization |
521.34 |
423.48 |
| Exceptional item |
- |
- |
| Profit /(loss) before tax |
241.78 |
202.05 |
| Provision for tax |
61.40 |
50.32 |
| Net profit/(loss) |
180.38 |
151.73 |
| Earnings per share (in ') (Basic and Diluted) |
58.26 |
49.01 |
* Includes State Excise Duty, as applicable.
Dividend
Your Directors are pleased to recommend a dividend at the rate of 100%
on the face value of each Equity Share (Previous year 80%) for the financial year ended 31st
March, 2025 subject to the approval of the Shareholders in the ensuing Annual General
Meeting ("AGM"). The total outgo on account of payment of dividend will be '
30.96 Crore (Previous year ' 24.77 Crore).
In view of the changes made under the Income-tax Act, 1961 by the
Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the
hands of the Shareholders. The Company shall, accordingly, make the payment of the final
dividend after deduction of tax at source.
The dividend recommended is in accordance with the Company's
Dividend Distribution Policy ("the Policy") adopted in pursuance to the
provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended ("SEBI Listing Regulations"). The Policy contains
broad parameters and factors while recommending/declaring dividend(s) by the Board of
Directors. The Policy is available on the Company's website at https://
www.indiaglycols.com/wp-content/uploads/2023/08/Dividend- distribution-policy.pdf.
Performance Review
Building on the momentum of FY 23-24, your Company marked FY 2024-25 as
second consecutive year of strong, broad- based growth across all business segments
underscoring the strength of its diversified portfolio and the disciplined execution of
Company's strategic roadmap. From top-line achievements to operational excellence,
every business played a critical role in driving the Company forward and delivering
remarkable results.
The Company's Capex on grain-based distillery is largely complete
and during the year under review, grain-based distillery capacities at Kashipur Plant were
augmented making the total installed capacity to 500 KLPD (added 100 KLPD during FY
24-25). Whereas, the Bio-Fuel Ethanol Plant (Ethanol to Bio-Fuel conversion) at Kashipur
has a scaled up capacity of 590 KLPD (addition of 180 KLPD during FY 2425). The facilities
for New Value-Added Chemical Products at Kashipur were further enhanced by 2,500 MT/ p.a.
(subject to product mix), making the total capacity to 7,500 MT/p.a.. Similarly, during
the year under review, the Gorakhpur Plant also successfully increased its capacities and
the Plant's total combined capacity (grain based distillery and Bio-fuel Ethanol
Plant) now stands at 310 KLPD. All these expanded capacities are now fully commissioned
and are expected to contribute in cashflows significantly. The augmented capacities are
further steps in the direction to obtain self-sufficiency for Company's Alcohol
requirements. The smooth supplies of broken rice from Food Corporation of India and import
of Alcohol at competitive prices supported the supply chain and margins.
During the FY 2024-25, on a standalone basis, your Company registered
gross revenue of '9,052 Crore as compared to '7,944 Crore in FY 2023-24, an increase of
about 14% indicating strong growth. The profit after depreciation and tax for the FY
2024-25 was '180 Crore in comparison of '152 Crore in the FY 2023-24. Despite the
challenging market conditions, the Bio-based Specialties and Performance Chemicals
("BSPC") segment registered a marginal decrease of about 2% in revenue over the
last year, while registering a healthy topline and good margin growth. The Potable Spirit
segment achieved a significant growth by recording an increased revenue of over 13% as
well as good growth in margins over the previous year which was through portfolio
premiumisation, markets expansions, strategic tie-ups with premium partners and
channelizing the para-military and Canteen Stores Department ("CSD") business.
The new added segment of Bio-fuels (carved out from BSPC segment during Q1/FY25)
demonstrated a bumper revenue growth of over 100% benefiting from supportive regulatory
tailwinds and improved ethanol blending rates. Ennature Bio-Pharma continued its upward
trajectory with strong demand across key natural ingredient categories support from
enhanced manufacturing capacities and expansion into the high-margin Branded Nutraceutical
Ingredients segment and registered a revenue growth of about 7% over the previous fiscal
year. Depending upon the product mix and margins, the Company continued to optimize the
usage of imported alcohol and inhouse capacities. Under the current scenario, the outlook
for the near future remains positive.
During the year under review, no amount was transferred to reserves.
Material Changes and Commitments Affecting the Financial Position of
the Company
There were no material changes and commitments affecting the financial
position of the Company between the end of financial year and date of this report. There
has been no change in the nature of the business of the Company.
Holding Company
During the period under review, pursuant to a Composite Scheme of
Arrangement as approved by Hon'ble National Company Law Tribunal, Kolkata involving
Ajay Commercial Co. Pvt. Ltd., Facit Commosales Pvt. Ltd., J B Commercial Company Pvt.
Ltd., J Boseck & Co. Pvt. Ltd., Lund & Blockley Pvt. Ltd., Supreet Vyapaar Pvt.
Ltd., Kashipur Holdings Limited ("KHL") (collectively "Promoter and
Promoter group companies") and HWL Traders Limited, which became effective on 2nd
December 2024, KHL had additionally acquired 37,79,819 equity shares representing 12.21%
of the total paid-up capital of the Company from certain Promoter group companies, thereby
increasing its shareholding to 50.35% from 38.14% of the total paid-up capital of the
Company.
Consequently, KHL the Promoter has become the Holding Company of the
Company w.e.f. 2nd December, 2024. KHL is a Non Banking Finance company
registered with Reserve Bank of India.
Scheme of Arrangement
During the year under review, the Board of Directors of the Company at
their meeting held on 4th February, 2025 had approved the Composite Scheme of
Arrangement ("Original Scheme") involving Part I: Amalgamation of Kashipur
Holding Limited ("KHL") into the India Glycols Limited ("Company") and
Part II: Demerger of: i) Bio Pharma Undertaking into a separate Company namely
"Ennature Bio Pharma Limited" ("Resultant Company-1"); and ii) Spirits
and Biofuel Undertaking into a separate Company namely "IGL Spirits Limited"
("Resultant Company-2") and their respective shareholders pursuant to the
provisions of Sections 230 to 232 of the Companies Act, 2013 and the rules framed
thereunder.
Further, in order to continue on value creation for its stakeholders,
the Board of Directors in its meeting held on 16th May, 2025 had decided to
exclusively focus on Part II of the Original Scheme, i.e. the Demerger of the i) Bio
Pharma Undertaking into Ennature Bio Pharma Limited and ii) Spirits and Biofuel
Undertaking into IGL Spirits Limited, and accordingly, approved the modified Scheme of
Arrangement which would be subject to the requisite approvals and sanction of the
jurisdictional bench of National Company Law Tribunal ("NCLT") and also subject
to the approval of shareholders, Central Government, or such other competent authorities
as may be directed by the Hon'ble NCLT.
Credit Ratings
During the financial year 2024-25, CARE Ratings Limited
("CARE"), a credit rating Agency, has kept the rating unchanged for the
long-term/short-term bank facilities of the Company. However, Placed on Rating Watch with
Developing Implications (RWD), owing to restructuring actions being taken the Company.
The instrument wise ratings details are given in Corporate Governance
Report which forms part of this Report.
Bio-Based Specialities and Performance Chemicals
Bio-based Glycols, Bio-Polymers and Industrial Gases
IGL, a leading manufacturer of bio-based glycols, ethanol, and
industrial gases, continues to carve a path of sustainability and innovation in various
sectors. With a focus on renewable sources, strategic partnerships, and cutting-edge
technologies, IGL is reshaping industries while aligning with global sustainability goals.
In the bio-based glycols segment IGL continues to remain a
unique manufacturer offering low carbon solutions in the packaging and textile fiber
applications. IGL stands out with its flagship product , Bio-based MEG, renowned for its
significantly reduced carbon footprint. Despite challenges in the chemicals market,
including declining prices of petro-based MEG and economic slowdowns, IGL navigated
through innovation, retaining sales volume and expanding market share in Far East and SE
Asia by developing strategic partnerships and creating brand segmentation. IGL is also
trying to create a niche market for its Ethylene Glycol Ethers in the paints and thinners,
electronic chemicals, specialty printing inks and industrial cleaners.
In the domain of bio-polymers, IGL leverages India's
abundant guar resources, catering to diverse industries such as oil drilling, textiles,
food, and water treatment. Despite challenges in the shale gas industry, IGL anticipates
growth opportunities driven by oil drilling activities and diversification into new end
applications beyond the oil field segment. The Company registered a sale value of ' 37
Crore during FY 2024-25.
IGL is committed to a green environment and had embarked on a new
journey with the introduction of specialty chemical products. With a focus on
sustainability and efficiency, your Company enhanced the New Specialty Unit plant capacity
to 7,500 MT/per annum (earlier 5,000 MT) (depending on the product mix) during FY 2024-25.
This unit aims to develop innovative chemistries, including bio-amines, biopolymers, green
solvents and also customized products for various end applications including oilfield. The
Company has bagged sizable orders from oil & gas major companies which is an
encouraging trend. IGL's products are under different stages of approval with many
large MNC's and your Company is assured of large offtake in coming years, thus
ensuring significant growth in this segment. By staying at the forefront of technological
advancements and fostering a culture of innovation, IGL is poised to redefine industry
standards and meet evolving market demands.
In the industrial gases sector, IGL continues to excel, with a
focus on quality and customer satisfaction. With significant sales growth in Liquid CO2
and other industrial gases, coupled with initiatives to enhance quality control, IGL
maintains its position as a trusted supplier in both domestic and international markets.
With setting up of new capacities by other players, the scenario looks challenging but IGL
is confident of growth in this market with its superior quality and technology and many
years of goodwill earned through better customer service. The Company registered a sale
value of ' 58 Crore during FY 2024-25.
Sales of Glycols [Monoethylene Glycol (MEG), Diethylene Glycol (DEG),
Triethylene Glycol (TEG), Heavy Glycols and Glycols Ether] have increased to 47,183 MT in
FY 2024-25 in comparison to 44,502 MT during the last fiscal 2023-24 and the sales value
was at ' 1,177 Crore and ' 1,206 Crore respectively.
During the year, your Company produced 47,146 MT of Glycols compared to
40,699 MT last year.
The Bio-based Specialty and Performance Chemical segment has been
discussed in more detail in the Management Discussion and Analysis Report which forms part
of this Report.
Power Alcohol (Bio-Fuels)
In pursuance to the provisions of applicable Ind AS, the Company had
created a new segment for Bio-Fuels w.e.f. Q1/ FY 25. The segment is poised for a good
growth driven by the Government policies. The Company has been a supplier of
Ethanol/Bio-Fuels to Oil Manufacturing Companies ("OMC's") through tender
participation as per Government of India's Ethanol Blending Programme
("EBP") and during the year under review, the Company has been allocated
quantities for supply of 19.82 Crore liters of Ethanol (revised from the earlier
allocation of 18.06 Crore liters) with an estimated value aggregating to ' 1,387.40 Crore
(up from the previous estimate of ' 1,264.20 Crore) under EBP during Ethanol Supply Year
("ESY") from 1st November, 2024 till 31st October, 2025.
During the previous ESY, the Company was allocated quantities of 16.55 Crore lites of
Ethanol with an estimated value aggregating to Rs 1,164 Crore.
The actions to augment the capacity of Bio-Fuel ethanol plant at
Kashipur were completed during the year under review, accordingly, the scaled up
capacities stands at 590 KLPD at Kashipur and 310 KLPD(combined with grain distillery) at
Gorakhpur.
During the year under review, the Company registered a revenue of '
1,043 Crore from sale of Power Alcohol as compared to ' 512 Crore during previous year.
Potable Spirits (IMFL & Country Liquor) and ENA
In the potable spirits segment, IGL's has two state-of-the-art
distilleries which produce premium quality Indian Made Foreign Liquor ("IMFL")
brands in addition to its traditional business of manufacturing world class ENA made out
of bio-resource (Molasses and grain), catering to domestic and international markets. We
continue to maintain our leadership position in the branded country liquor segment as
well.
Further, the Company continues to be a major player in North India for
domestic pharma markets. It remains a trusted and reliable supplier to many well
established pharma, homeopathic and perfumery companies.
Partnership with Bacardi:
Our business partner Bacardi International makes their full range of
brands right from RTD (Ready To Drink) Breezers to their flagship Bacardi Carta Blanca.
Its gives us pride to mention that Bacardi at its home plant at Bangalore uses our best
quality ENA. This is a testimony of the best quality of ENA being produced by your
Company. We are also pleased to mention that Bacardi supplies all its brands to various
states in North and East India territory.
During the year, your Company registered gross sales value of ' 6,306
Crore as compared to ' 5,558 Crore last year in the Potable Spirits division.
Leadership in Country Liquor:
Your Company has the license for operations and sale of branded Country
Liquor in the States of Uttar Pradesh and Uttarakhand and continues to maintain the
commanding position in both states. We are delighted to mention that in Uttarakhand our
brand Malta Whisky enjoys a leadership position.
The Company is producing IMFL brands from its Gorakhpur and
Kashipur unit and has a healthy market position with wide portfolio of brands in whisky
and vodka categories. In the IMFL segment, the Company has a wide portfolio of brands
across spectrum of Whisky and Vodka segments which have been well accepted across markets
by the consumers.
Our Amazing Vodka brand is among the top three Vodka in the States we
have launched i.e. Uttar Pradesh, Uttarakhand and Delhi. We launched Cranberry flavour
with great success in Uttar Pradesh followed by Uttarakhand. IGL Zumba Lemoni™ is our
tactical brand made out of citrus flavour which goes well with our tropical climate. We
are glad to mention that IGL Zumba™ gained good traction in the market and we plan to
take the brand national.
During the year under review, the Potable Division-IMFL received the
Spiritz Selection Award(Gold) for Amazing Premium Grian Deluxe Vodka (Green Apple).
During the year under review, your Company has partnered with Amrut
Distilleries Private Limited, Bengaluru, wherein, the Company is manufacturing, bottling,
marketing and selling Amrut's premium brands for Whisky, Brandy and Rum segments, on
royalty basis for different north Indian states. These brands include "Amrut's
Maqintosh Special Edition", Amrut's Maquintosh White Label(whisky), Amrut's
Bejois XO(Brandy) and Amrut's Old Port(Rum).
All these brands compliment IGL's organic brands namely Soulmate
Whisky (did a million cases last year), Beach House XXX Rum, Amazing Vodka & its
flavours - Green Apple, Cranberry & Orange, Zumba Lemoni Naturally Citrus White Rum
and Zumba Black Spiced Rum (Dark Rum).
With this now IGL has complete portfolio of brands and is poised to
gain market share in all segments in the next couple of years.
The Excise Policy in Delhi offers a lucrative space for IMFL players
and as such continues to be a high growth market for the Company. Our Soulmate Blu whisky
is one of the leading brands being sold in this category.
Your Company is a registered supplier to the Indian Defence forces
through CSD & Para Military Forces and have gained significant pie in Para Military
business. Over the last year, our Para Military Business has been doing very well. From
three brands in FY 23-24, we are presently supplying five brands namely Beach House XXX
Premium Rum, Single Reserve Deluxe Whisky, Soulmate Blu Whisky, IGL Zumba Lemoni Citrus
Rum and IGL Zumba Black Spiced Rum to Para Military Forces in various States of India.
Ennature Bio-Pharma
The Ennature Bio-pharma division of the Company operates in the space
of Plants based Active Pharmaceuticals Ingredients (APIs), Nutraceuticals and Nicotine.
Ennature Biopharma is a global leader in Thiocolchicoside API, a highly potent muscle
relaxant and also in Nicotine and its derivatives. The division continues to have a
strategic partnership with Algatechnologies (Part of the Solabia Group, France) for highly
specialized Astaxanthin and Fucoxanthin ingredients.
The manufacturing facility is located at Dehradun and is accredited
with EU-GMP certification from the European agency(EDQM), WHO GMP, Current Good
Manufacturing Practices (CGMP), ISO 9001, ISO 16128, ISO 22000, Hazard Analysis and
Critical Control Points (HACCP), Kosher and Halal. The division holds a CEP (Certification
of Suitability) from EDQM for its two flagship APIs-Thiocolchicoside & Colchicine
which certifies that our APIs are in line with the highest European standards of quality,
safety and efficacy. The division has an advanced production facility, including Super
Critical CO2 Fluid Extraction (SCFE) & solvents' extraction facility, for
production of APIs of plant origin, standardized & branded Nutraceutical ingredients
as well as Nicotine & its derivatives.
The division is fully supported by a well equipped R & D center
with capability to develop products from lab to commercial scale. The R & D center is
fully integrated-from chemistry and formulation development to analytical research and
process optimization.
The division has registered sales value of ' 217 Crore for FY 2024-25,
as compared to ' 202 Crore in previous year, registering an increase of about 7%.
The APIs derived from plant sources continued to register a steady
growth and remained one of the leading player in global markets. While retaining its
leadership position for Thiocolchicoside in the export market, the division has also
established itself as the market leader the domestic segment. In Nicotine segment, focus
remained on efficiency enhancement initiatives and aggressive diversification of customer
base and building a value added pharma customers for Nicotine Replacement Therapy
products. The Company is also developing new APIs in order to reduce dependency on the
Thiocolchicoside.In Nutraceuticals business, the division established its presence in
South East Asian markets and continue to expand its footprint in the USA. Further, during
the year under review, the division has received Clean Label Project ("CLP")
verification for its branded Nutraceuticals ingredients-Maxicuma and Xanthogreen -
reinforcing our commitment to enhance product safety and quality in the global markets.
The Company has successfully added couple of branded specialty Nutraceuticals ingredients
using proprietary patented technology platforms. In order to remain competitive and
protect its intellectual property, the Company in addition to the existing filed patents
had also filed a new patent application during the period under review.
The division continue to have better margins for Thiocolchicine and
Colchicine due to cost reduction by enhancing the process efficiency. The Company has
achieved highest ever export volumes for Thiocolchicoside.
Future Outlook- Expansion, Modernization and Diversification
IGL has consistently prioritized innovation in both products and
processes by leveraging sustainable chemistries and renewable resources. This strategy has
helped the Company maintain market leadership in value-added products and strengthen its
competitive position with end-users. This success is driven by the integration of advance
technologies and robust safety systems, which guarantee reliable product quality. To
better meet customer expectations, IGL has implemented a New Product Development (NPD)
system designed to deliver timely and innovative solutions. The Company has transformed
from a producer of renewable chemicals into a global leader in Specialty Chemicals,
utilizing C-smart and bio-based feedstocks- surpassing several global competitors. Cost
efficiencies in high volume products have been realized through validated processes that
improve yields, boost production efficiency, and incorporate alternative raw materials.
These improvements have shortened the batch cycles, reduced utility expenses and ensured
consistent product availability.
The Company has identified and is actively working on the following key
areas to drive growth:
I. New Bio-based Specialties.
ii. Polyglucoside chemistries.
iii. Carbon smart based Specialties.
IV. Green Solvents including Bio- Amine Chemistry.
V. Biopolymers/ Specialty Block-co-Biopolymer and its derivatives.
vi. Potable Spirits.
VII. Bio-fluel.
VIII. Ennature Biopharma - Nutraceuticals and Plant based API's.
IGL positions itself as a trusted partner for customers, supporting
them in meeting their sustainability goals. Its upcoming product lines are designed to
promote a circular economy and drive further progress in sustainable development. The
Company has strategically identified new opportunities to expand its portfolio with
value-added, eco-conscious products.
By emphasizing the use of bio-based and environmentally friendly
ingredients, IGL aligns with global sustainability trends while addressing the growing
market demand for green solutions across multiple sectors. The integration of high-
performance chemicals ensures that these products deliver superior effectiveness and
reliability.
A major strength of IGL is its in-house R&D team, which is
dedicated to developing each product using advanced, innovative techniques. This ensures
the creation of forwardthinking solutions that are not only environmentally responsible
but also meet the evolving demands of key industries.
As we begin this journey of exploration and innovation, we understand
the value of working together. After successfully opening our R&D center in Kashipur,
we are further expanding our research capabilities by setting up a new pilot facility to
develop specialty molecules. We are also working to increase our production capacity. IGL
is committed to building strong relationships with customers, suppliers, and industry
partners, using shared knowledge and resources to achieve success together.
The launch of new product lines and the growth of our specialty
chemicals division mark a significant and promising phase in IGL's journey. With a
strong focus on quality, innovation, and sustainability, we are well-positioned to embrace
emerging opportunities, tackle challenges, and move confidently toward a more successful
and sustainable future—for both the Company and its partners.
The Company has made notable progress in becoming more self-reliant and
innovative. The commissioning of grain- based distillery plants in Kashipur and Gorakhpur
has been instrumental in this achievement, helping reduce dependence on ethanol imports
and supporting the nation's ethanol blending initiatives.
In line with its sustainability vision, IGL has implemented innovative
waste management practices. The Company has established a plant to manufacture granulated
potash fertilizer utilizing potash-rich fly ash generated from slop incineration boilers.
This initiative not only addresses environmental concerns by converting waste into
valuable products but also aligns with IGL's strategy of creating wealth from waste.
As IGL navigates new challenges and seizes emerging opportunities,
strong collaboration and strategic partnerships continue to be key to its success. Driven
by a dedication to quality, innovation, and sustainable growth, IGL is focused on building
a stronger and more successful future for the Company and all its stakeholders.
Finance
During the year under review, your Company has raised term loan
amounting to ' 753.03 Crore. The Company has successfully repaid its entire outstanding
liability of Export Performance Bank Guarantee of USD 17.80 million (' 113.42 Crore) to
the customers against the commitments as on 31st March, 2025. Further, the
Company has re-paid, upon maturity, term loan of ' 367.25 Crore during the year.
The Company has been regular in meeting its obligations towards payment
of principal/interest to Banks/NBFCs.
Details of the Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 ("the Act") are provided in
the notes to the standalone financial statements which form part of the Annual Report. The
Company had discontinued its fixed deposits scheme in the FY 2009-10 and has not accepted
any fresh deposits covered under Chapter V of the Act during the year. There are no
overdue deposits as on 31st March, 2025. During the year under review, no
unclaimed deposit was required to be transferred to Investor Education and Protection Fund
(IEPF).
The financial statements of the Company (including of subsidiaries)
have been prepared in accordance with the recognition and measurement principles laid down
under Ind-AS as presented under Section 133 of the Act read with the relevant rules issued
thereunder and the other accounting principles generally accepted in India as applicable.
Internal Financial Controls and their Adequacy
The Company has in place adequate internal financial controls
commensurate with the size, scale and complexity of its operations which ensures that all
transactions are authorized, recorded and reported correctly in a timely manner. The
Company periodically discusses and reviews at its Audit Committee and with its auditors
the effectiveness of the internal financial control measures implemented by the Company
including with reference to the Financial Statements of the Company.
The Company has a proper and adequate system of internal financial
controls which includes the policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to Company's policies, the safeguarding
of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records and the timely preparation of reliable financial
information.
In alignment with the evolving business landscape, the Company has
instituted an updated Delegation of Authority Matrix, along with revised Standard
Operating Procedures (SOPs) and operational manuals. Furthermore, the Company has in place
a strengthened Internal Financial Controls (IFC) frameworks with the assistance of M/s
Grant Thornton ("GT").
Listing of Securities
The shares of the Company are listed on BSE Limited (BSE) and the
National Stock Exchange of India Limited (NSE). The respective stock code no. and symbol
of the Company are 500201 and INDIAGLYCO. The annual listing fees for the year 2025-26
have been paid in advance to the Stock Exchanges.
Subsidiary, Associates, Joint Venture and Consolidated Financial
Statements
As at 31st March, 2025, the Company had Six (6) subsidiaries
and One (1) Joint Venture Company. A brief of each of them is given below:
IGL Finance Limited</b>
IGL Finance Ltd. ("IGLFL") is a 100% subsidiary of the
Company. IGLFL had invested funds in short term commodity financing contracts of the
National Spot Exchange Ltd. ("NSEL").
NSEL has defaulted in settling the contracts on due dates, for which
IGLFL has initiated legal and other action. IGLFL is confident of recovery of its dues
from NSEL over a period of time in view of the measures which have so far been taken for
and pending before the Government and other agencies. During the year ended 31st
March, 2025, IGLFL has incurred a loss of ' 0.45 Lakh.
IGL Chemicals and Services Private Limited
IGL Chemicals and Services Private Limited ("ICSPL") is a
100% subsidiary of the Company with objectives, inter-alia, of manufacturing, distribution
and sale of various chemicals and ancillary items and providing related services,
utilities etc.
During the year ended 31st March, 2025, ICSPL has incurred a
loss of ' 0.19 Lakh.
Ennature Bio Pharma Limited
(formerly Ennature Bio Pharma Private Limited)
Ennature Bio Pharma Limited ("EBPL") is a 100% subsidiary of
the Company with objectives, inter-alia, to produce of all types and nature of
Nutraceuticals, Phytochemicals, Active Pharmaceuticals ingredients (API) of natural plant
origins, food supplements & health supplements herbs and their extracts and all nature
of their derivatives, intermediary products and/ or to carry out other related activities.
During the period under review the EBPL has been converted from Private to Public Company
w.e.f. 4th December, 2024 pursuant to shareholders approval.
During the year ended 31st March, 2025, EBPL has incurred a
loss of ' 0.17 Lakh.
IGL Spirits Limited
During the year under review, your Company had incorporated a 100%
subsidiary namely, IGL Spirits Limited ("IGLSL") vide certificate of
incorporation dated 25th November, 2024 issued by the Registrar of Companies
with objectives, inter-alia, to carry on business of Spirits and related products.
During the year ended 31st March, 2025, IGLSL has incurred a
loss of Rs0.16 Lakh.
IGL Chem International Pte. Ltd.
IGL Chem International Pte. Ltd. is a 100% subsidiary of the Company in
Singapore to augment its activities in South Eastern region and help the marketing of
products from Chemical Plant, Natural Gums Plant and Supercritical Fluid Extraction
facility to large buyers in US, Europe and South East Asia.
During the year ended 31st March, 2025, IGL Chem
International Pte. Ltd. has incurred a loss of ' 18.85 Lakh.
IGL Chem International USA LLC
Your Company has also set up a 100% subsidiary Company in USA named as
IGL Chem International USA LLC with the main objective of marketing of the Company's
products and related activities in the American and Latin American regions.
During the year ended 31st March, 2025, IGL Chem
International USA LLC has earned a profit of ' 422.81 Lakh.
Clariant IGL Specialty Chemicals Private Limited
Clariant IGL Specialty Chemicals Private Limited ("CISCPL")
is a 49:51 joint venture (JV) of your Company and Clariant International Ltd.,
Switzerland. The JV is engaged in the manufacturing, distribution and sale of various
specialty chemicals in the domestic and global market industries like Textile, Pharma,
Agro, Paints & Coatings, Construction Chemicals, Personal Care and others.
During the year ended 31st March, 2025, CISCPL has earned a
profit of ' 9,421.57 Lakh.
The consolidated financial statements of the Company and its
subsidiaries, joint venture for the FY 2024-25, prepared in accordance with the applicable
provisions of the Act, SEBI Listing Regulations and applicable accounting standards
notified by Ministry of Corporate Affairs ("MCA"), Govt. of India, forms part of
the Annual Report. Pursuant to the provisions of Section 136 of the Act, financial
statements of the subsidiary companies are not required to be sent to the Members of the
Company.
The Company will provide a copy of separate annual accounts in respect
of each of its subsidiary to any Member of the Company if so desired and said annual
accounts will also be kept open for inspection at the registered office of the Company.
Further, the audited annual accounts of the subsidiary companies are
also available on the website of the Company viz. www.indiaglycols.com.
A separate statement containing salient features of the financial
statements of subsidiaries and Joint venture under first proviso to sub-section (3) of
section 129 in Form AOC-1 forms part of the financial statements.
Board of Directors and Key Managerial Personnel (KMP)
The Board of Directors of the Company, on the recommendation of
Nomination and Remuneration Committee ("NRC") at its meeting held on 21st
September, 2024, appointed Shri Sushil Dutt Salwan (DIN: 10776621) and Shri Samrat
Banerjee (DIN: 06706345) as Additional Directors in the category of Independent Directors,
not liable to retire by rotation, for a term of consecutive five (5) years from 1st
October, 2024 to 30th September, 2029 and also re-appointed Smt. Shukla Wassan
(DIN: 02770898) as an Independent Director for a second term of
consecutive five (5) years, w.e.f. 1st April, 2025 to 31st March,
2030. The aforesaid appointments/re-appointment were also approved by the shareholders
through special resolution by way of postal ballot on 26th November, 2024.
Further, during the year under review, upon the completion of their
second term, Shri Pradip Kumar Khaitan (DIN: 00004821), Shri Jagmohan N. Kejriwal (DIN:
00074012), Shri Ravi Jhunjhunwala (DIN: 00060972), and Shri Jitender Balakrishnan (DIN:
00028320) ceased to be the Independent Directors, with effective from the close of
business hours on 30th September, 2024. The Board of Directors expresses their
deep appreciation for the extensive contribution made by these directors during their
tenure as Independent Directors.
Further, Smt. Jayshree Bhartia (DIN: 00063018), Director of the Company
is retiring by rotation at the ensuing AGM and being eligible, offers herself for
re-appointment. Your Directors recommend the re-appointment of Smt. Jayshree Bhartia, the
retiring Director, for your approval.
The Company has received requisite declarations as required under
section 152(4) of the Act from Smt. Bhartia along with the intimation that she is not
disqualified under Section 164 of the Act to act as a Director.
Brief resume of the Director retiring by rotation along with the other
details as stipulated under SEBI Listing Regulations and Secretarial Standard on General
Meetings (SS-2), is provided in the Notice convening AGM.
Except as mentioned above, there is no change in the Directors and Key
Managerial Personnel during the year under review.
All the Independent Directors have furnished declarations that they
fulfill the criteria of Independence and conditions as prescribed under Section 149(6) of
the Act and Regulation 16(1) (b) of SEBI Listing Regulations and confirmed regarding their
enrollment with the Indian Institute of Corporate Affairs (IICA) for inclusion of their
name in the Data Bank of Independent Directors. There was no change in the circumstances
effecting their status as Independent Director. In terms of Regulation 25(8) of SEBI
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. The Board is of the opinion that
all Independent Directors are independent of the Company's management and meets the
requirement of integrity, expertise and experience (including proficiency).
During the Financial Year 2024-25, 5 (Five) Board Meetings were held.
The details of the Board meetings and the attendance of the Directors thereat are provided
in the Corporate Governance Report and forms part of this Report.
As on 31st March, 2025, the Board has 5 (Five) Committees
namely: the Audit Committee, the Corporate Social Responsibility Committee, the Nomination
& Remuneration Committee, the Risk Management Committee and the Stakeholder's
Relationship Committee.
The detailed note on the composition of the Board and its Committees is
provided in the Corporate Governance report. During the year, all the recommendations made
by the Committee(s) were approved by the Board.
Board Evaluation
Pursuant to the applicable provisions of the Act and SEBI Listing
Regulations, the Board has carried out the annual performance evaluation of its own
performance, the Directors individually as well as the evaluation of Committees. The
evaluation was carried out based on parameters such as level of engagement and
contribution, independence of judgement, safeguarding the interest of the Company and all
stakeholders etc.
The performance evaluation of the Independent Directors was done by the
entire Board excluding the Directors being evaluated in pursuance to the applicable
provisions of SEBI Listing Regulations. The performance evaluation of the Chairman, Board
as a whole and the Non-Independent Directors was carried out by the Independent Directors.
The Board of Directors expressed their satisfaction with the evaluation
process.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy containing, inter-alia, guiding
principles for payment of remuneration to Directors, Senior Management, Key Managerial
Personnel and other employees along with criteria for determining qualifications, positive
attributes, independence of Directors and Board evaluation are provided in the Corporate
Governance Report and forms part of the Annual Report. The said policy was amended during
the year pursuant to amendments in the provisions of SEBI Regulations and is available on
the website of the Company i.e. https://www.indiaglycols.com/wp-content/
uploads/NRE-Policy-Feb2025-effective-Dec2024-1.pdf
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
In accordance with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Prevention of Sexual
Harassment Act"), the Company has constituted an Internal Complaints Committee where
any grievance of sexual harassment at workplace can be reported. No complaint pertaining
to sexual harassment at workplace has been reported to the Committee during the financial
year ended 31st March, 2025.
The Company has also adopted policy on prevention of Sexual Harassment
at workplace. The objective of the policy is to provide its women employees, a workplace,
free from harassment/discrimination and that every employee is treated with dignity and
respect.
The said policy is available on the website of the Company i.e.
www.indiaglycols.com under link: https://www.indiaglycols.
com//wp-content/uploads/2023/07/policv-for-prevention-and-
redressal-of-sexual-harrasment-of-women-at-workplace.pdf
The Company periodically conducts sessions for employees across the
organization to build awareness about the policy and the provisions of the Prevention of
Sexual Harassment Act.
Vigil Mechanism/ Whistle Blower Policy
In terms of provisions of Section 177 of the Act read with Rules
thereunder and SEBI Listing Regulations, the Company has established a Vigil
Mechanism/Whistle Blower Policy to deal with the instances of fraud and mismanagement. The
Policy also facilitates all employees of the Company to report an instance of leak of
unpublished price sensitive information.
The details of the Vigil Mechanism/Whistle Blower Policy are provided
in the Corporate Governance Report and also hosted on the website of the Company i.e.
https://www.indiaglycols. com/ under link https://www.indiaglycols.com/wp-content/
uploads/2023/07/vigil-mechanism-policy.pdf.
During the year under review, upon the completion of their second term
as Independent Directors, Shri Pradip Kumar Khaitan, Shri Jagmohan Nandlal Kejriwal and
Shri Ravi Jhunjhunwala also ceased as a member of the Audit Committee from the close of
the business hours on 30th September, 2024, accordingly, the Board in its
meeting held on 21st September, 2024 re-constituted the Committee w.e.f. 1st
October, 2024 and on 31st March, 2025, the Committee comprises two NonExecutive
Independent Directors, namely, Shri Ravi Kumar (Chairman) and Shri Samrat Banerjee (both
w.e.f. 1st October, 2024) and one Executive Director, Shri Alok Singhal.
The details of the Audit Committee meetings and the attendance of the
members thereat are provided in the Corporate Governance Report and forms part of this
Report. During the year, all the recommendations made by Audit Committee were accepted by
the Board.
Directors' Responsibility Statement
In terms of provisions of Section 134(5) of the Act, to the best of
their knowledge and ability, your Directors confirm that:
a. in the preparation of the annual accounts for the year ended 31st
March, 2025, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
b. they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at 31st March,
2025 and the profit and loss of the Company for that period;
c. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down the internal financial controls to be followed
by the Company and that such internal financial controls are adequate and were operating
effectively; and
f. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Management Discussion and Analysis
The Management Discussion and Analysis Report as required under SEBI
Listing Regulations forms part of this Report.
Corporate Governance
The Corporate Governance Report, as stipulated under Schedule V(C) of
SEBI Listing Regulations forms part of this Report.
The requisite certificate from the Statutory Auditors of the Company,
M/s K. N. Gutgutia & Co., Chartered Accountants, confirming compliance with the
conditions of corporate governance as stipulated under the aforesaid clause is attached to
Corporate Governance Report.
Business Responsibility and Sustainability Report
In pursuance to the provisions of amended Regulation 34 (2) (f) of SEBI
Listing Regulations, Business Responsibility and Sustainability Report covering
disclosures on Company's performance on ESG (Environment, Social and Governance)
parameters for FY 2024-25 in the prescribed format, forms part of the Annual Report.
Statutory Auditor & Audit Report
In pursuance to the provisions of Section 139 of the Companies Act,
2013, read with the Companies (Audit and Auditors) Rules, 2014, based on the
recommendation of the Audit Committee and the Board of Directors, Members of the Company
at the 38th Annual General Meeting ("AGM") held on 7th
September, 2022, appointed M/s K.N. Gutgutia & Co., Chartered Accountants
(Registration No. 304153E) ("KNG") as the Statutory Auditors for the second term
of 5 (five) years commencing from the conclusion of the 38th Annual General
Meeting until the conclusion of the 43rd Annual General
Meeting to be held in the year 2027. The Members also authorized the Board to finalize
remuneration of KNG for the above period.
KNG have confirmed that they are not disqualified to be appointed as
statutory auditors in terms of the provisions of the proviso to Section 139(1), 141(2) and
141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014 and
also confirmed that they hold a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India.
The Report given by KNG, the Statutory Auditors on the financial
statements of the Company for the financial year 2024-25 is part of the Annual Report.
The notes on financial statements referred to in the Auditor's
Report are self-explanatory and do not call for any further comments.
There has been no qualification, reservation or adverse remark or
disclaimer in their Report on standalone and consolidated financial statements for FY
2024-25.
During the year under review, the Auditors have not reported any matter
under Section 143 (12) of the Act.
Secretarial Auditor & Secretarial Audit Report
In pursuance to the provisions of Section 204 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and based on the recommendation of the Audit Committee, the Board of the Company had
appointed M/s Mukesh Agarwal & Co., Company Secretaries (Certificate of Practice No.
3851 and Peer Review Number 1875/2022) ("MA & Co.") as Secretarial Auditor
for the Financial Year 2024-25. The Secretarial Audit Report for the financial year ended
31 st March, 2025 was considered by the Board in its meeting held on 16th
May, 2025 and is enclosed as "Annexure A" to this report. The Secretarial
Audit Report does not contain any qualification, reservation or adverse remark which needs
any explanation or comment of the Board.
Further, pursuant to provisions of Regulation 24A of SEBI Listing
Regulations, a listed entity shall appoint a Practicing Company Secretary for not more
than one term of 5 (five) consecutive years or a firm of Practicing Company Secretaries
for not more than two terms of 5 (five) consecutive years, as a Secretarial Auditor, with
the approval of the members at its AGM and such Secretarial Auditor must be a peer
reviewed company secretary and should not have incurred any of the disqualifications as
specified under SEBI Listing Regulations. Further, as per the said Regulation, any
association of the individual or the firm as the Secretarial Auditors of the Company
before 31st March 2025 shall not be considered for the purpose of calculating
the tenure of the Secretarial Auditors.
Accordingly, upon recommendation of the Audit Committee, the Board of
Directors in their meeting held on 16th May, 2025 have recommended the
appointment of MA & Co., as the Secretarial Auditor of the Company for a period of 5
(five) consecutive years, commencing from Financial Year 202526 till 2029-30,subject to
the approval of the Members at the ensuing AGM.
Your Company has received a written consent from MA & Co. that the
appointment, if approved, will be in accordance with the applicable provisions of the SEBI
Listing Regulations, Act and rules framed thereunder along with a confirmation that they
are not disqualified to be appointed as the Secretarial Auditors of your Company.
During the year under review, the Company has complied with all the
applicable mandatory Secretarial Standards as issued by the Institute of Company
Secretaries of India.
Cost Records and Cost Auditors
The Cost records as required to be maintained under Section 148 (1) of
Act are duly made and maintained by the Company.
The Company has appointed M/s R.J. Goel & Co., Cost Accountants
(FRN 000026) as Cost Auditors of the Company for the financial year 2025-26 under section
148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 including
amendments, if any. The Cost Auditors have confirmed that they are eligible under Section
141 (3) of the Act for re-appointment.
The Cost Auditor's Report for the year 2023-24 was filed with
Central Government within the prescribed time.
Related Party Transactions
During the FY 2024-25, Related Party Transactions (RPTs) as defined
under Section 188 of the Act read with rules made thereunder and the SEBI Listing
Regulations, were at arm's length and in ordinary course of business.
Pursuant to the provisions of Section 177 of the Act read with
Regulation 23 of SEBI Listing Regulations, all transaction with related parties were
reviewed and approved by the Audit Committee and were in accordance with the policy on
RPTs as formulated by the Company. The RPT policy was reviewed and modified by the Board
on the recommendation of Audit Committee pursuant to the provisions of SEBI Listing
Regulations and the same has been uploaded on the Company's website at
https://www.indiaglvcols.com/wp- content/uploads/01IGL-RPT-Policy-2025-02-04-1.pdf.
Pursuant to Regulation 23(9) of SEBI Listing Regulations, disclosures
of related party transactions on a consolidated basis for the half year ended 31st
March, 2024 and 30th September, 2024 were submitted to the Stock Exchanges and
also hosted on the website of the Company.
During the year under review, your Company did not enter into any RPT
which may be considered material in terms of Section 188 of the Act read with rules made
there under and thus disclosure in Form AOC-2 is not required to be made by the Company.
The disclosures pertaining to RPTs including with entity belonging to the promoter group
which hold(s) 10% or more shareholding in compliance with the applicable Accounting
Standards have been given in Note no. 55 of the Standalone financial statements forming
part of the Annual Report.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings & Outgo
Your Company continuously pursues initiatives to improve energy
efficiency and lower greenhouse gas (GHG) emissions. The Company has implemented a
cutting-edge technology to turn distillery spent wash into fuel at the Kashipur and
Gorakhpur plants. Multiple effect evaporators are used to concentrate the spent wash,
which is then used in boilers as renewable fuel, partially replacing the coal. The
high-pressure steam that is produced is used to generate power through turbines, while the
low-pressure steam that is extracted following turbine operations is efficiently used in
the plant processes. The renewable power generated through turbines also substitutes
fossil fuel-based grid power, thereby further reducing the carbon footprint.
Further, reinforcing commitment to sustainable development, the Company
has been maintaining certification for Energy Management System (ISO 50001:2018) under the
Integrated Management System since 2013.
The details on Energy, Technology Absorption, Foreign Exchange Earnings
& Outgo in accordance with the provisions of Section 134(3)(m) of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014 are given at "Annexure B" to
this report.
Corporate Social Responsibility
Corporate Social Responsibility ("CSR") is a way of
conducting business, by which corporate entities visibly contribute to the social good and
the welfare of society at large with an aim to improve quality of life of people. The
Company feels that the essence of CSR is to integrate economic, environmental and social
objectives with the Company's operations and growth. CSR is the process by which an
organization thinks about and evolves its relationships with society for the common good
and demonstrates its commitment by giving back to the society for the resources it used to
flourish by adoption of appropriate business processes and strategies. To give further
impetus to this cause, the Company endeavors to manage its operations with an emphasis on
Sustainable development to minimize impact on environment and promotes inclusive growth.
The CSR policy of the Company is available on the website of the
Company at https://www.indiaglycols.com/wp-content/ uploads/2023/08/csr-policy.pdf
The Company's CSR policy statement and the annual report on CSR
activities undertaken during the financial year ended 31st March, 2025, in
accordance with the provisions of Section
135 of the Act read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, is given at "Annexure C" to this Report.
During the year under review, upon the completion of their second term
as Independent Directors, Shri Pradip Kumar Khaitan and Shri Jitender Balakrishnan also
ceased as a member of the CSR Committee from the close of the business hours on 30th
September, 2024. Accordingly, the Board in its meeting held on 21 st September,
2024 re-constituted the Committee w.e.f. 1st October, 2024 and as on 31st
March, 2025, the Committee comprises three Executive Directors namely Shri U.S. Bhartia
(Chairman)and Smt. Pragya Bhartia Barwale (w.e.f. 1st October, 2024), Shri Alok
Singhal and one NonExecutive Independent Director namely, Shri Samrat Banerjee (w.e.f. 1st
October, 2024).
The details of the CSR Committee meetings and the attendance of the
members thereat are provided in the Corporate Governance Report and forms part of this
Report.
Risk Management Policy
The Company has constituted a Risk Management Committee
("RMC") to monitor the Risk Management Plan and to mitigate the risks attached
to the business of the Company. The RMC consists of Directors and the senior management
personnel of the Company, deatils thereof are provided in the Corporate Governance Report
and forms part of this Report. In pursuance to the provisions of the SEBI Listing
Regulations, the Board of Directors have approved the terms of reference/role and
responsibilities of the RMC and Risk Management Policy along with the risk matrix/ library
to align them with business requirements. The Company keeps its policy updated.
Your Company's objective of risk management is to have a
meaningful identification, measurement, prioritization of risks or exposures to potential
losses on a continual basis through active participation of all members of the Company and
accordingly establish controls and procedures to build a visible & structured
enterprise-wide risk management framework; reduce the risk levels and mitigate their
effects in the likelihood of a risk event with an aim to protect the Company from harm;
and have a contingency plan to manage risks having high probability and high impact.
Risk management framework is created to ensure that risk management
principles are implemented and integrated all over the organization and that information
retrieved from the risk management process are correctly reported. This framework provides
a stable foundation for the risk management work, orient the organizational arrangements
properly in order to have a clear risk strategy across the organization & share
information, experiences amongst different sites of the Company.
Considering the importance of keeping the risk management process
dynamic, a periodical review of the risks is carried out across sites and departments for
necessary key risks and risk management strategies are communicated to the Board of
Directors for their assessment for minimization of effects of risk. The details of the RMC
meetings and the attendance of members thereat are provided in the Corporate Governance
Report and forms part of this Report.
Annual Return
The Annual Return of the Company is available on the website of the
Company at https://www.indiaglycols.com/wp-content/ uploads/form-mgt-7-2024-25.pdf
Court/Tribunal Orders
During the year under review, there were no significant material orders
passed by the regulators or courts or tribunals impacting the going concern status of the
Company and its future operations.
Miscellaneous Disclosures
There is no proceeding pending under the Insolvency and Bankruptcy
Code, 2016 against the Company. There have not been any instances of one-time settlement
by the Company with any Bank or Financial Institution.
Particulars of Employees
The required information as per Section 197 of the Act read with Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
given at "Annexure D" to this Report.
Acknowledgement
The Board wishes to place on record its sincere appreciation for the
invaluable support and cooperation extended by the Central Government, the State
Governments of Uttarakhand and Uttar Pradesh, various governmental and regulatory
authorities, bankers, customers, lenders, suppliers, vendors, dealers, members,
stakeholders, and business associates during the year under review.
The Directors also express their heartfelt gratitude to all employees
for their unwavering dedication, hard work, and commitment. Their enthusiasm and tireless
efforts have played a pivotal role in driving the Company's growth. The Company looks
forward to their continued support in the years to come.
|
For and on behalf of the Board |
|
U.S. Bhartia |
| Place: Noida |
Chairman and Managing Director |
| Dated: 16th May, 2025 |
DIN: 00063091 |
|