Your Directors H*fve pleasure in presenting 42'''' An mi# Report of ln<k> Bo rax & Chemicals Limited along with the suntasary of standalone and consolidated financial statements Tor the financial year ended 3 i ''March, 2023.

FINANCIAL RESULTS

The performance of l he Company for the financial year ended 31¹ March, 2023 is summarised below:

(Rs. in lakh si

	Standalone		Conso	Ida tad
Particulars	31-3-2023	31-3-2022	31-3-2023	31-3-2022
Revenue	21,496.93	17,541.09	22,507.93	17,571.89
Other Income	679.23	317.95	717.58	321.25
Total Income	22,176.16	17,859.84	23,225.51	17,893.14
Profit before Depreciation & Taxation	7,010.16	5,092.65	7,050,76	5,102.35
Less : Depreciation Si amortization	155.55	103.78	155.55	103.78
Provision for Taxation	1.706.02	1340.94	1,79660	1343.15
Deferred Tax	29.21	18.26	29,21	18,26
Profit after Depreciation & Taxation	5,039.36	3,629.67	5,069.40	3,637.16
Other Comprehensive Income for the year	41.31	118.22	41.31	118.22
Total Comprehensive Income for the year	5,080.69	3,747.89	5,110,71	3,755,38
Balance brought forward from previous year	18,187.16	15,110.17	18,181.77	15,097.29
Profit available for appropriation	23,267.85	18,858.06	23,292.48	18,852.67
Less : Appropriations Dividend	320.90	320.90	320.90	320.90
Transfer tb General Reserve	—	350.00	--	350,00
Balance carried to Balance Sheet	22,946.95	18,187.16	22,971,58	18,181,77

DIVIDEND

Based on the Company''s performance, the Directors have recommended divideEid of Rs. 1/- (100%) per equity share o^Rs, 1./-each on 3,20,90,000 Equity Shares, if approved by the members, would involve a cash outflow of Rs. 3 20.90 Lakhs,

TRANSFER TO RESERVES

There is no amount proposed to he transferred to the Reserves, The closing balance of the retained earnings of your Company for the financial year 202 2-23, after all a ppropriali tins and adjustments was Rs. 22,946.95 Lakhs.

STATE OF COM PA NY A FFAJ RS

Qti standalone basis, sales for the financial year 2022-23 stood at Rs. 2 1,496-93 lakhs, higher by 22.55 % over the previous year sales of Rs. 17,541.89 Lakhs. Earnings before tax a fid depreciation was Rs. 7,010.16 lakhs, which was higher by 37.65% over EBTD of Rs. 5,092.65 Lakhs in 2021-22. The profit after tax for the year was Rs.

5,039.38 lakhs, which was higher by 30,84% over the PAT ol''Rid. 3,629.67 lakhs iti 2021 -22.

On consolidated basis, sales for the financial year 20 22*23 stood at Rs. 22,507.93 lakhs, higher by 28.09% over the previous year of Rs, 17,571.89 lakhs. Earnings before tax and depreciation was Rs. 7,050-76 lakhs, which was higher by 38.19 % over EBTD of Rs. 5,102.35 Lakhs in 2021-22. The profit after tax for the year was Rs. 5,069.40 lakhs, which was higher by 39,38% over the PAT of Rs. 3,637,16 lakhs in 2021-22

SUBSIDIARY COMPANY

Company has only one wholly owned subsidiary, Indoborax Infrastructure Private Limited. There are no associate companies or joint ventures companies within the meaning of Section 2(6] of the Companies Act, 2013 (''Act''). There has been no material change m the nature of business of the subsidiary.

Pursuant to the provision of Section 129(3) of the Act, a statement containing the salient features of finaiiicial statements of the Company''s subsidiary in Form.AOC-1 is attached to the financial statements of the Compaq

Further, pursuant to the provisions of section 136 of the Act, the financial statements of the company, consolidated financial Statements along with Lhe relevant documents and separate audited financial statements in respect of the subsidiary are available on the Company''s website at w w windpb o rax ,co ni

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the company and its subsidiary which form part of Annual Report have been prepared in accordance with section 129 [3) of the Companies Act, 2013, Consolidated Financial Statements for the year ended 31 March, 2023 along with report of the auditors thereon are attached herewith. Further, pursuant to the provisions of Section 136 of the Act, separate audited financial statement of the subsidiary is available on the website of the company www.indoborax.com,

SHARE CAPITAL

Paid up equity share capital of the Company as at 3 V M arch, 2023 is 320.90 Lakhs,

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The details in respect nf the internal financial control and their adequacy are included in the Management Discussion & Analysis, which isa partuf this report.

NUMBEROF MEETING OF THE BOARD

Six meetings of the board were held during the year. Fordetails of meetings of Hoard, please refer to the Corporate Governance Report, which is a part of this report,

COMMITTEES OF THE BOARD

Details of all Lhe committees along with their composition, name of the members, meetings held during Lhe year and attendance are provided in the Corporate Governance Report, which forms a partofthis Report,

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

Pursuant to Section 134 (5) of the Companies Act, 2U13, the board of directors, to the best of theirknowledge and ability, confirm that;

(i) in the preparation of the annual accounts; the applicable accounting standards have been followed and there are no material departures;

(if) they have selected such accounting policies and applied them consistently and made judgmentsandestimatesthatarerensoi’iableandpriidentsoastogivetrueandthirviewof

Che state of affairs uf the Company at the end dif financial year and of the profit of the Company Tor that period;

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

[iyj they have prepared The annual accounts on a going concern basis:

(y) they have laid down internal financial controls to be followed by the Company and such

internal financial controls are adequate and operating effectively

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Co]n pany has six di roctors comprises of three independent direCtd3''s and two executivedirectors and onc womC11 non-executive director.

Board has re-appointed Mr. Sajal Jain, as Managing Director w. e. f, 27''^h May 2023 for further period of five years, subject to approval of Members in the ensuing Annual General Meeting. Mr, Sajal lain is associated with the company from last 33 years at various positions such as Chief Executive, Executive Director, Managing Director and Ch ief Fi nap ci al bfficer of th® Co mpany.

further Mr, Sajal Jain, Director retires hy rotation and being eligible offer himself for re-appointment. A reso 1 u ti o n s eek i n g sh are h o i ri e r’ s a p p rovai fo r hi s re- a ppo i n t m e nt along w i t It othe r req u i re d d e ta il s fo rm s pa ]t o f the notice,

Pursuant to the provisions of .section 3 49 the Companies Act, 2013 the independent Directors have submitted declarations that each of them mcetthe criteria ofindependenceprescribed under sub-section (6) of Section 149 ofthe Companies Act, 20 13 and Regulation 1 dSf 1] [b] ofSEBI ^ListingObligations and Disclosure Requirements} Regulations, 20 IS. There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, the non-executive directors of the Company hud no pecuniary relationship or transaction with the company other than sitting tees.

Pursuant to provisions of section 203 of the Act, the key managerial personnel of the company are Mr, Sajal Jain, Managing Director & Chief Financial Officer. Mr, Goyind Pafmar, Executive Director and Mr. Praviti Lhavan, Com puny Secretary.

BOARD EVALUATION

The board of directors lias carried out an annual evaluation of its own performance, board Committees and individual directors pursuant to the provisions of the Act and SEE I Listing Regulation.

The performance ofthe board was evaluated by the board after see lung inputs from all the directors on the basis of criteria such as board composition and structure, effectiveness of board process, information and functioning etc. The performance of the committees was evaluated by the board after seeking inputs from Committee m e m b e r s o 11 Lh e has i s of cr i Ler i a st 1 cli a s co m p os i Lio n of committees, e ffe ct i ve n e ss o f c o m m i t tee i r leet in gs e tc.

In separate meeting of Independent Directors, performance of the non-independent directors, performance of the board as a whole and the Chairman was evaluated, taking into account the views of the executive directors and non-executive directors,

The board and nomination and remuneration committee reviewed the performance of the individual directors nn the basis of criteria such as contribution of the individual director to the board and committee meetings preparedness on the issues to be discussed meaningful and constructive contribution and inputs in the meeting,

etc.

Performance evaluation of independent directors was done by the entire board, excluding the independent director bei ng evaluated.

CORPORATE SOCIAL RESPONSI Bl LITV

The brief outline of the Corporate Social Responsibility Policy [CSR Policy} of the Company and initiatives undertaken by the Company cm CSR activities during the year are set out in Annexure E of this report ilk the format prescribed in the Companies [Corporate Social Responsibility'' Policy} Rules, 2014, The details about the CSR committee please refer to the Corporate Governance Report, which form part of this report. The CSR poiicy is available on the website of the com panv http://www.indoborax.com/C5R-Pollcv.php

VIGIL MECHANISM

The Company has whistie blower poiicy for Directors and employees to report their genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct and Ethics Policy, The said mechanism also provides for adequate safeguard againsL victimization of persons who use such mechanism and makes provision for direct access tu the chairman of the Audit Committee in the appropriate or exceptional cases. We affirm that no employee of the company was denied access to the Audit Committee. The Whistle Blower Policy is available on the website of the Company at http:/^yrww.Lndobor^x.com/Whistei-Elower-Policv.php

RISK MANAGEMENT

Tim Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor risk management plan for the Company, The committee is responsi hie for monitoring the reviewing the risk management plan and ensuring its effectiveness, I he Audit committee has add ftional oversight in die area of financial risk and controls. The major risk identified by the businesses and functions are systematically address through mitigating actions on continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion anti Analysis, which forms part of this report.

ENVIRONMENT HEALTH AND SAFETY, PROTECTION OF WOMEN AT WORKPLACE

The Company is conscious of the importance ofenvironmentally clean and safe operations. Compa ny conducts its operations in such mannersoastn ensure safety of ail concerned, compliances of environmental regulations mid preservation of natural resources.

The company has adopted a pulicy on prevention, prohibition and redressal of Sexual harassment at workplace and has duly constituted an Internal Com plaint Committee in line with the provisions of the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal} Act, 2013 and the Rules thereunder. During the year company has not received any complaints on sexual harassment. There have been no coiuplainLs in other areas.

PARTECUALRS OF EMPLOYEES

The information required under Seciiun 197 pf the Act read with Rule 5 [ 1} of the Companies [Appointment and Remuneration of Managerial Personnel} Rules, 20 14, are given below:

a) The ratio of the re numeration of each director to the median remuneration of the

employees of the Company and percentage increase in remuneration of each Directory Chief Financial Officer and Company Secretary in the financial year:

Name of the Directors	Ratio of median remuneration	% increase in remuneration in the financial year
Mr. Sajal lain, Managing Director & Chief Financial Officer	223.19	31.11
Mir. Govind Parmar, Executive Director	6.49	*
Mr, Pravin Chavan, Company Secretary	12.52	14.41

Note* : The remuneration is not comparable as Mr. Govind Parmar, appointed w.e.f. 12 November, 2021 and his remuneration start from l'' Jatfuat^y 2022,

Company has notpaid a ny remitnerationto non-exect<tive directors except sitting fees.

b) The percentage increase in the median remuneration o! the employees In the financial year:

12.65 percent.

c} Th e im m he r n f per m a n c n t em pi ny ees o n th e ro I Is n f th e co m p a ny: 9 R

d } D i! ri n g th e co u rs e o f the ye a r, the tota 1 i n c cease i ki sa I a ri e s i s a p p roxi mate ly 6.90 p e rce nt,

after accounting promotions and other event based compensation revisions, The increase in remuneration is in line with the company''s performance; However during the year, the increase in the total employee benefits is approximately ] 7,90 percent.

The managerial remuneration and commission are as per the member''s resolution. The managerial commission is purely based on the performance of the Company, During the year the overall performance of the Company is excellent, hence the managerial commission which is based on the profit is also increased. During the year the managerial Commission given <mly Lo the Managing Director as per special resolution passed by the members through postal ballot dated 14 January, 2021. During the year, there is increase in the managerial remuneration by 33.21 percent which is directly linked with the profit and perform an cl¹ of the company.

e) Affirmation that the remuneration is as per the remuneration policy of the Company: The

Company affirms remuneration is as per the remuneration policy or the company.

f} The statement containing names uf top ten employees in terms of remuneration drawn and particulars of employees as required under Section 197(12) read with Rule 5(2] of the Companies (Appointment and Remuneration of Managerial Personnel } Rules, 21)14- is provided in annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In term of section 136 of the Act, the said annexure is open For inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

POLICY ON DIRECTORS APFOl NTMENT AND REMUNERATION AND OTHER DETAILS:

The Company''s policy on directors appointment and remuneration and other matters provided In Section 178(3) of the Act, has been disclosed in the CorporateCovema nee Report, which forms part of the Directors Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments haveSeen disclosed in the financial statements. The Radius Estate Projects Private Limited, (formerly known as Vishwaroop Realtors Private Limited) is in the process of co rporirte ins^vei®y processunder The insolvency and Bankruptcy Code, 2016 (IBC).The company has filet! its chim as financial creditors as per the regulation ft of the tBC for the outstanding amount of Rs. 509,04 Lakhs, The company is waiting for the outcome from National Company Law Tribunal [NCLTJ, During the year due to unce rtai n ty i n rea 11 zatloti of the said debt co mpany has ftOft p rovid ed i nte rest on th e sai d loan,

TRANSACTIONS WITH RELATED PARTIES

The information on the transactions with related parties pursuant to Section 134 (3) [hj of the Act read with Rule 8(5$ of the Companies [Accounts] Rules, 20 14 are given in AOC-2 in Anntmre II and same forms part of this report.

DELISTING OFSECURITIES

The Company had applied for delisting of shares from Kolkatta Stock Exchange in 2005*2006, however, till date the confirmation of delisting has not been received from Exchange.

EN EftGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHAN GE EARN INGS AND OUTGOA

A. CONSERVATION OF ENERGY

i) Energy Conservation Measures taken

ii) Utilization of alternate source of energy

iii) Capital Investment on energy conservation Equipment. The Company continues tn lay special emphasis on conservation of energy and have taken measures like regular monitoring of consumption, reduction of transmission losses and up to date maintenance of system s.

B. Tech no logy Absorption

1. Research & Development

Tiie Company has no specific Research & development Department However in house quality control facilities are utilized for product and process improvement and tlpdation.

2. Technology Absorption

The Company lias not imported any new technology.

C. Foreign Exchange Earnings and Outgo

a] Earnings : Nil

b) Outgo

- ImportofRaw Materials : Rs, 8,667.59 lakhs

- Foreign Travel : Rs. 19.07 lakhs

- Others : Rs.0.45 lakhs

DEPOSITS FROM PUBLIC

The Company h^s n ot a ccc pte d a ny dep osi t frpm p ubSiq an d as s u ch, n o a mpun t on account o F pr i ncj pial pr i nterest on deposits from public was outstanding as on the date of Balance Sheet.

CORPORATEGOVERNANCE REPORT

A separate detailed Corporate Governance Report and Certificate of Auditor ol your Company regarding the compliance of the conditions of Corporate Governance as per SEP I (Listing Obligations and Disclosures Requirements) Regulations 2015 are annexed to this report.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(2) read with Section 134(3) (a) of the AcL, Lite Annual Return for the financial year ended 31'' March, 2023, is available on the Company''s website viz, www.tndoborax.ccim.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the Management Discussion and Analysis are attached, which form part of this Report

The Company has devised proper system to ensure compliance with the provisions of a II applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

STATUTORY AUDITORS

Members of tile Company at their 41¹¹ Annual General Meeting held on 2?¹'' August, 2022 appointed M/a. Bohra & Co_r, Chartered Accountants, (Firm Registration No. 136492 WJ as 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 46¹¹ AGM to be held in year 2027,

COMMENTSOF AUDITOR''SREPORT AND5ECRFTARIAI. AUDIT REPORT

The Auditor’s report to the shareholders on the audited standalone and consolidated financial statements for the year ended 3r March, 2023 does not contain any qualifications, reservations or adverse remarks, except emphasis of matter pertaining to on e party to whom company has given In ter Corporals! Deposit, isin the process of Insolvency process and company had already filed a claim as a financial creditor as per regulation 8 of 1BG for the said outstanding amount. The company is waiting for the outcome of the National Company Law Tribunal. During the year due to the uncertainty of realisation pfthe said debttompany has not provided interest thereon. Secretarial Audit report is annexed as Annexure 111 to this report. The Secretarial audit report to the shareholders does not contain ^nyqualification or reservation Which has any material adverse effect on the functioning of the Company.

AUDITCOMMITTEE

The details pertaining to The composition of Audit Committee are included in the Corporate Governance Report, which is part of this report,

COST AUDIT

Company has appointed M/s. V. fl. Modi & Associates, Cost Accountant (Firm Registration No. 004861) to audit cost records of the company for thfc financial year ended 2023-24. The Pursuant To the provisions of Section 148 (3) of the Companies Act, 2013, qualified Cost Auditors have been appointed to conduct cost audit for the year under review relating to the products manufactured by the Company,

ACKNOWLEDGEMENTS

Your Directors thank to the company''s employees, customers, vendors, shareholders & bankers for their continuous support- Your Company''s growth has heen possible due to their hard work, co-operation & support. Your Directors also thank government of India, Government of various states in India, government departments and agencies for their co-operation.

For and on behalf of the Hoard of Directors

Mumbai, Sujol Jain

May, 13,2023 Managing Director