As on: Aug 20, 2026 03:29 PM
Dear Members
The Board of Directors presents the 39 th Annual Report of the Company on the business operations and performance of the Company along with the audited financial statements for the year ended 31 st March 2026.
1 Financial performance:
The summary of the financial performance of the Company for the Financial Year ended 31 st March 2026, along with the comparative figures for the previous year is provided herein below:
(Rs in Crore)
During the year under review, your Company reported a standalone operating revenue of H 2319.06 as against H 2,079.21 crore in the previous year. The EBITDA for FY 202526 stood at J 290.37 crore, representing an increase of 29.31% compared to J 224.57 crore in the previous year..
Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report forms an integral part of this Integrated Annual Report. It provides, inter alia , detailed information on the Company's performance, its state of affairs and industrial operations in India and abroad, significant developments, the external environment, and the economic outlook during the year under review.
2. Dividend
For the financial year 2025-26, the Board of Directors declared an interim dividend of H 1 per equity share, resulting in a total cash outflow of H 29.35 crore during the year. The Board has considered this interim dividend as the final dividend for the year. The dividend has been recommended in accordance with the parameters laid down in the Company's Dividend Distribution Policy.
In accordance with Regulation 43A of the SEBI Listing Regulations, the Board of Directors has formulated and adopted a Dividend Distribution Policy, which is available on the Company's website at https://www.iolcp.com/ about-us/policies.
3. Transfer to reserves
In view of the Company's growth plans, capital expenditure requirements and strengthening the financial position of the Company, the Board considers it prudent to retain the entire profits of the financial year 2025-26 in the Statement of Profit and Loss. Accordingly, no amount is proposed to be transferred to the General Reserve for the financial year ended 31 st March 2026.
4. Fixed Deposits
The Company has not accepted any deposits from the public or its members within the meaning of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, neither the principal nor interest thereon was outstanding as on 31 st March 2026.
5. Share Capital
The paid-up equity share capital of the Company remained unchanged during the year. The capital structure of the Company as on 31 st March 2026 was as follows:
• Authorised Share Capital: H 80,00,00,000/- comprising 40,00,00,000 equity shares of face value H 2/- each, fully paid-up.
• Issued, Subscribed and Paid-up Share Capital: H 58,70,55,020/- comprising 29,35,27,510 equity shares of face value H 2/- each, fully paid-up.
6. Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Section 124 of the Companies Act,2013 ("the Act") read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), and relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.
During the year under review, no amount of unpaid/unclaimed dividend was due for transfer to IEPF.
Members who have not encashed any dividend declared by the Company, are advised to write to the Company immediately at investor@iolcp.com
7. Subsidiary Companies
Details of subsidiaries / associates of your Company are provided in notes to financial statements. As on 31 st March 2026 the Company had 3 subsidiaries. One of these subsidiaries, IOL Foundations, is a Section 8 Company engaged in carrying out the Corporate Social Responsibility (CSR) activities of the Company.
During the year under review, the name of IOL Life Sciences Limited, a subsidiary of the Company, was struck off from the Register of Companies pursuant to a voluntary application made under Section 248(2) of the Companies Act, 2013. Further, the Company incorporated a new overseas wholly owned subsidiary, IOL Pharmaxis UK Limited, in the United Kingdom.
The consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with the provisions of Section 129(3) of the Act, which forms part of the Annual Report. A statement containing the salient features of financial statements of the Company's subsidiaries, associates & joint ventures in Form No. AOC-1 is annexed as Annexure - 1 to this report.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at www.iolcp.com
The company has neither a holding company nor an associate company
8. Re-affirmation of External Credit Rating
During the year under review, the CARE Ratings Limited reaffirmed the Company's credit rating for Long term Bank Facilities as 'CARE A+' (Single A plus; Outlook: Stable) and for Short Term Bank Facilities as 'CARE A1+'(A One plus).
9. Expansion
During the financial year 2025-26, the Company enhanced the manufacturing capacity of Ethyl Acetate from 1,00,000 MT per annum to 1,20,000 MT per annum with a capital expenditure of approximately H 4 crore, funded through internal accruals. Further, the Company increased the manufacturing capacity of Acetic Anhydride from 25,000 MT per annum to 32,000 MT per annum with a capital expenditure of approximately H 5.71 crore, also funded through internal accruals.
During the year, the National Institute of Pharmacy and Nutrition, Hungary, issued a "Certificate of GMP Compliance of Manufacturer" for the Company's products, reaffirming the Company's commitment to maintaining international quality standards.
Further, the European Directorate for the Quality of Medicines & Health Care (EDQM) granted Certificates of Suitability (CEP) for the following products: "Pantoprazole Sodium Sesquihydrate Process-III", "Metformin Hydrochloride Process-II", "Sitagliptin Phosphate Monohydrate", "Minoxidil" and "Clopidogrel Besilate".
10. Directors and Key Managerial Personnel
As on 31 st March 2026, the Company's Board comprises of eight directors, out of which four are Independent Director (including one woman Independent Director) and four are executive directors.
During the year under review, Mr. Vikas Gupta was reappointed as Joint Managing Director of the Company for a period of five years with effect from 29 th May 2025, based on the recommendation of the Nomination and Remuneration Committee (NRC) and approved by the Board of Directors. The re-appointment of Mr Vikas Gupta was subsequently approved by the Members at the 38 th Annual General Meeting (AGM) held on 22 nd August 2025.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Kushal Kumar Rana, Director(Works), is liable to retire by rotation at the forthcoming AGM and, being eligible, offers himself for re-appointment.
The brief details of all the directors seeking appointment/ re-appointment at the ensuing Annual General Meeting are provided in the explanatory statement to the notice calling the 39 th Annual General Meeting.
During the year under review Mr Varinder Gupta, Managing Director; Mr Kushal Kumar Rana, Director- Works(Whole-time Director); Mr Vikas Gupta, Joint Managing Director (Whole-time Director); Mr Abhiraj Gupta, Executive Director (Whole-time Director); Mr Pardeep Kumar Khanna, Chief Financial Officer (CFO); and Mr Abhay Raj Singh, Sr. Vice President & Company Secretary continued to be the Key Managerial Personnel ("KMP") of the Company in accordance with the provisions of Section(s) 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
11. Board Evaluation
Pursuant to the provisions of Companies Act, 2013 and SEBI Listing Regulations, Company has formulated and adopted Policy of Evaluation of Board (the "Board Evaluation Policy") to formulate the procedures and to prescribe & lay down the criteria to evaluate Board of Directors. The annual evaluation is carried out by the Board of its own performance and that of its committees and individual Directors by way of individual and collective feedback from all the Directors. The Directors expressed their satisfaction with the evaluation process. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, considering the views of executive as well as non-executive directors. The evaluation criteria are mainly based on the Guidance Note on Board Evaluation issued by the SEBI.
12 Number of Meetings of the Board
During the year the Board met 4 times. The gap between any 2 two consecutive meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations. The details of meetings of the Board of Directors and its Committees are provided in the Corporate Governance Report forming part of this report.
13. Meeting of Independent Directors
Pursuant to the requirements of Schedule IV of the Companies Act, 2013 and in terms of Regulation 25 of the Listing Regulations, a separate meeting of the Independent Directors of the Company was convened on 18 th March 2026 to review the matters as laid down in the aforesaid Schedule and Regulations.
14. Directors' Responsibility Statement
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: that in the preparation of the annual financial statements for the year ended 31 March 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the year and of the profit of the Company for that year; that the annual financial statements have been prepared on a going concern basis; that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
15. Declaration by Independent Directors
The Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.
In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.
The Board has taken on record the declarations and confirmations received from the Independent Directors and is satisfied that they fulfil the conditions of independence prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.
The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act as well as the Rules made thereunder and are independent of the management and Company.
16. Nomination and Remuneration Policy
The Board, has on the recommendation of the Nomination & Remuneration Committee, framed a Nomination and Remuneration Policy ("Remuneration Policy"), which provides process for selection and appointment of Directors, key managerial personnel and Senior Management employees including criteria for determining qualifications, positive attributes, fixation of remuneration, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Act.
The Remuneration Policy is available on the Company's website at https://www.iolcp.com/uploads/ Nomination-and-Remuneration-Policy.pdf
17. Procedure for Nomination and Appointment of Directors
The Nomination and Remuneration Committee ("NRC") plays a pivotal role in shaping the composition of the Board by developing competency frameworks aligned with the Company's industry landscape and strategic objectives. In doing so, the Committee undertakes a comprehensive analysis of Board composition, grounded
in a deep understanding of the Company's strategic direction, business environment, operational needs, financial health, and regulatory obligations.
To ensure the Board remains well-equipped to meet evolving challenges, the NRC conducts periodic gap analyses. These reviews are particularly emphasized during the appointment or re-appointment of Directors. As part of this process, the NRC assesses potential candidates against a clearly defined set of required competencies, undertakes thorough due diligence, and engages with shortlisted individuals prior to making formal recommendations to the Board.
Your directors firmly believe that Board diversity is essential for fostering robust governance, enhancing innovation, and supporting effective decision-making. A diverse Board brings varied perspectives and experiences that strengthens leadership capability, supports long-term value creation, and promotes an inclusive corporate culture. As such, Board diversity is recognized as a strategic enabler of improved organizational performance, enhanced innovation, and a strong corporate reputation.
In accordance with Regulation 19(4) and 20(4), and Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a formal Policy on Diversity of the Board of Directors. This policy underscores the Company's commitment to promoting a balanced and inclusive Board structure and is available on the Company's website at: https://www.iolcp.com/about-us/policies
Detailed information regarding the nomination and appointment process of Directors, along with the list of core skills, expertise, and competencies of the Board of Directors, are provided in the Corporate Governance Report, which forms part of the Annual Report.
18. Corporate Governance
The Company has complied with the requirements of the Listing Regulations regarding corporate governance. A report on the Company's Corporate Governance practices and the Auditors' Certificate on compliance of mandatory requirements thereof are given as an annexure to this Report and the same is also available on the website of the Company at https://www. iolcp.com/investors
20. Management Discussion and Analysis
In terms of the Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on Management Discussion and Analysis (MDA) forms part of the Annual Report. The MDA provides detailed insights on Company's business, financial performance, key achievements, challenges etc.
21. Internal financial control systems and their adequacy
The Company's internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.
The effectiveness of internal financial control system is monitored through management reviews, control selfassessment and independent audits.
The Statutory Auditors have audited the Company's Internal Financial Controls over Financial Reporting (IFCoFR) and have expressed an unmodified opinion on the adequacy and operating effectiveness of such controls as at 31 st March, 2026.
21. Risk Management
The Risk Management Committee ('RMC') is constituted to frame, implement and monitor the Enterprise Risk Management ('ERM') Framework of the Company, while Board takes responsibility for the overall process of risk management throughout the organisation. Through an ERM programme, our business units and corporate functions address risks by adopting an institutionalized approach aligned to our objectives. The Business risk is managed through cross-functional involvement and communication across businesses.
The RMC periodically reviews the Enterprise Risk Management Framework, evaluates existing and emerging risks and oversees implementation of appropriate mitigation measures.
The Audit Committee also has an additional oversight in the area of financial risks and controls.
A detailed note on Risk Management has been provided in the Management Discussion and Analysis Report, which forms part of this report.
22. Related Party Transactions
There was no material transaction entered with any related party during the year under review. Further, no transaction with related party fell within the ambit of Section 188(1) of the Companies Act, 2013. Accordingly, the disclosures of related party transactions as required under Section 134(3) (h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules,2014 in Form No. AOC-2 is not applicable to the Company for the financial year 202526 and hence does not form part of this report.
All related party transactions were approved by the Audit Committee and periodically reported to the Audit Committee. The details of the related party transaction during financial year 2025-26 are provided in the accompanying financial statements.
Pursuant to the provisions of the Companies Act 2013 and SEBI Listing Regulations 2015, the Company has formulated a Policy on Materiality of and Dealing with Related Party Transactions and the same is available on the Company's website www.iolcp.com .
23. Corporate Social Responsibility (CSR)
The Board has constituted a Corporate Social Responsibility Committee ('CSR Committee'). The Company has in place a Corporate Social Responsibility Committee ('CSR Committee') in terms of the requirements of section 135 of the Companies Act, 2013 read with the rules made thereunder.
A brief note regarding the Company's initiatives with respect to CSR and the composition of the CSR Committee and the Annual Report on the Corporate Social Responsibility (CSR) initiatives undertaken by the Company during the year under review are set out in Annexure - 2 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on Company's website: https://www.iolcp.com/about-us/policies
24. Research and Development
R&D remains the cornerstone of lOL's vision to elevate global health. Our focus has evolved beyond standard innovation to the delivery of specialized, high-impact products. By navigating complex global regulations with precision, we ensure that every IOL breakthrough is not only market-ready but remains a trusted standard for safety and clinical excellence. Our commitment to R&D is more than a strategy—it is our promise to the world. We are dedicated to pioneering differentiated products that solve today's most pressing innovation challenges.
During the year, our sustained R&D efforts led to several key milestones:
• New regulatory filings, comprising:
• 2 new CEP submissions for Pantoprazole Sodium (Process-Ill) & Metformin Hydrochloride (Process-ll)
• lbuprofen Sodium filing with the Korean regulatory authority, MFDS- Korea.
• Dex-ibuprofen filing with the China regulatory authority, NMPA- China.
• Approval of 5 Certificates of Suitability (CEPs)
for Sitagliptin Phosphate Monohydrate, Minoxidil, Clopidogrel Besilate, Pantoprazole Sodium (Process-lll) & Metformin HCl (Process-ll).
• CADIFA approvals: Ibuprofen Ph.Eur. associated CADIFA granted by ANVISA, Brazil
• MFDS, Korea approvals granted for:
1. Metformin Hydrochloride (Code 4251) DMF Registration Certificate received from MFDS, Korea
2. Ibuprofen (Process-II) DMF Registration
Certificate received from MFDS, Korea
At IOL, our R&D engine is the heartbeat of our global mission. This year, we continue to accelerate our pursuit of breakthrough solutions that safeguard and enrich lives across borders. By merging strategic foresight with scientific rigor, we are transforming market needs into high-performance, end to end solutions that set new benchmarks for safety and efficacy.
R&D has dedicatedly initiated a separate wing for development of speciality chemicals used for flavour & fragrance industry. During this year two molecules has been developed & scale up successfully.
This year R&D has initiated a new line of development as a CDMO in Chemicals as well as finish dosage, provided end to end solutions.
In chemical segment R&D has undergone an agreement for development & scale up of chemical molecule for a European customer & project was successfully completed within given timeline.
Same for finish dosage, of different strengths were developed & scaled up for API's like Ibuprofen, metformin & Paracetamol for different European customers.
These efforts aim to expand our presence into the finished dosage space and create new growth avenues beyond APIs.
Apart from this R&D is working regularly for achieving business sustainability by focussing on conversion of waste to wealth. For this, team is dedicatedly working on conversion of effluents stream to sellable byproducts, leading to lower effluent loads.
During this year we have strengthened our analytical infrastructure for better control on elemental impurities with the installation of advanced equipment: ICP-MS - for elemental analysis of API / Chemicals & Finish dosage.
25. Audit Committee
The Composition and role of the Committee has been provided in the Corporate Governance Report annexed with the report.
26 Statutory Auditors and Auditors' Report
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, M/s Ashwani & Associates, Chartered Accountants,
Ludhiana, Registration No:000497N were appointed as statutory auditors of the Company from conclusion of 36 th Annual General Meeting of the Company held on 10 th August 2023 till the conclusion of the 41 st Annual General Meeting to be held in the year 2028.
The report of the Statutory Auditor forms part of this Report and Annual Financial Statements for FY 202526. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca)of the Act.
27. Secretarial Auditors and Audit Report
The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 notified vide SEBI circular No. SEBI/LAD-NRO/GN/2024/218 inter-alia prescribes detailed norms for the appointment, re-appointment, and removal of Secretarial Auditors in listed entities and its material Indian subsidiaries.
In accordance with the Regulation 24A(1)(b) of the SEBI Listing Regulations 2015, as amended by SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, M/s B. K. Gupta & Associates, Ludhiana were appointed as the Secretarial Auditors of the Company for a term of five consecutive years from FY 2025-26 to FY 2029-30.
The Secretarial Audit Report for the FY 2025-26, issued by the Secretarial Auditor M/s B. K. Gupta & Associates, practicing Company Secretary is annexed herewith as Annexure - 3 and forms an integral part of this Report.
The Secretarial Audit Report is self-explanatory and does not call for any comments. The Report does not contain any qualifications, reservations, adverse remarks, or disclaimers.
Further, the Secretarial Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013. Accordingly, no disclosure is required under Section 134(3)(ca) of the Act.
28. Secretarial Standards
The Company has adequate systems and processes to ensure compliance with the applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.
29. Cost Records & Cost Auditors
Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained the prescribed cost records in respect of its applicable products and activities.
The Board of Directors, based on the recommendation of the Audit Committee, has approved the appointment of M/s. Ramanath Iyer & Co., Cost Accountants, New Delhi, as the Cost Auditors of the Company for the financial year 2026-27 at a remuneration of H 2,00,000/- plus applicable taxes and out-of-pocket expenses in connection with the cost audit.
Further, pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is included in the Notice convening the ensuing Annual General Meeting for ratification by the shareholders.
30. Particulars of managerial remuneration and related disclosures
Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-4.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report, which forms part of this Report.
31. CEO & CFO Certification
The Managing Director and CFO of the Company have certified to the Board of Directors, inter-alia, the accuracy of financial statements and adequacy of internal controls for the financial reporting as required under Regulation 17(8) of the Listing Regulations for the Financial Year 2025-26, which forms part of this Report.
32. Annual Return
In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules,2014, the Annual Return of your Company is available on the website of your Company at the web- link https://www.iolcp.com/investors/annual-returns
33. Loan, guarantees or investment under Section 186 of the Companies Act, 2013
The particulars of loans, guarantees and investments have been provided in the notes of the financial statements.
34. Material Changes and Commitments
There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the Financial Year of the Company as on 31 st March 2026 and the date of this report.
35. Significant and Material Orders impacting Operations of Company in Future
There are no significant or material orders that have been passed by any Regulators/Court or Tribunals impacting the going concern status and future operations of your company.
36. Reporting of Frauds
here have been no instances of fraud reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder either to the Company or to the Central Government.
37. Industrial Relations
Industrial relations remained cordial and harmonious throughout the year under review.
38. Safety, Health and Environment
The Company is committed to continuously raise awareness of supply chain members to comply with applicable laws and regulations related to labour and employment, including gender diversity, human rights, child labour,wages, working hours, bribery & corruption, occupational health, safety and environment. IOLCP Responsible Sourcing Standard enshrines the Company's unwavering focus on fair treatment, human rights, good labour practices, environmental conservation, health and safety.Safety is Company's top priority with regard to employment and it is encouraging safety measures at all levels of operations especially at the floor level. Regular training programmes are being conducted to bring in awareness of safety at workplace.
39. Prevention of Sexual Harassment Policy
As per the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)Act, 2013 ("POSH"), the Company has a policy which is available on its website at https://www. iolcp.com/about-us/policies and robust mechanism in place to redress complaints reported under it. The Company has complied with provisions relating to the constitution of Internal Committee under POSH. The Internal Committee is comprised of internal members and an external member who has extensive experience in the field. No complaints were received during the financial year 2025-26.
40. Vigil Mechanism
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy can be accessed at company's website: www.iolcp.com
41. Business Responsibility and Sustainability Report
In terms of Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) of your Company detailing initiatives undertaken by the Company on environmental, social and governance front during the year under review, forms part of this Annual Report and is also available on the website of the Company at www.iolcp.com
42. Energy Conservation / Technology Absorption and Foreign Exchange Earnings and Outgo
Energy conservation continues to be an area of major emphasis in the Company. A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure - 5 and forms part of the Report.
43. Integrated Reporting
The Company is complying with the applicable requirements of the Integrated Reporting Framework. The Integrated Report tracks the sustainability performance of the organization and its interconnectedness with the financial performance, showcasing how the Company is adding value to its stakeholders. The Integrated Report forms a part of this Integrated Annual report.
44. General
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
Issue of equity shares with differential rights as to dividend, voting or otherwise.
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
Change in the nature of business of the Company.
No fraud has been reported by the Auditors to the Audit Committee or the Board
The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
There has been no one time settlement of loans with any bank or financial institution.
Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
There are no proceedings admitted against the Company under the Insolvency and Bankruptcy Code, 2016.
45. Acknowledgement
The Directors wish to place on record their sincere appreciation for the continued support extended to the Company by its investors, bankers, central and state government departments, customers, and suppliers.
The Board also acknowledges and deeply appreciates the dedication, commitment, and hard work of employees at all levels, whose unwavering efforts have been instrumental in driving the Company's sustained growth.
The Board also places on record its sincere gratitude to the shareholders for their continued trust, confidence and unwavering support to the Company.
For and on behalf of the Board
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