Indsil Hydro Power & Manganese Ltd

TO SHAREHOLDERS

Dear Shareholders,

The Board of Directors of your Company are pleased to present the 35^th Annual Report on the operations and business of the Company along with the Audited Financial Statements of the Company for the year ended 31^st March 2025.

The performance for the financial year ended 31^st March 2025 is as under:

(' in lakhs)

During the period under review, the Company has achieved a total income of ' 23,823.12 lakhs as against ' 12,504.46 Lakhs in the previous year. The Company has earned a net profit after tax of ' 7,607.92 Lakhs as against a net loss after tax of ' 895.83 lakhs in the previous year.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31^st March 2025.

During the year under review, the Company has achieved a revenue from operations of ' 12,754.85 lakhs as against ' 11,660.73 Lakhs in the previous year.

During the year under review, the Company generated 44.20 million units of power as against 36.61 million units during the previous year.

The outlook and future prospects of the Company are presented in the “Management Discussion and Analysis Report” forming part of this Report.

The Company has not transferred any amount to its reserves during the year under review. However, the current year profit of ' 7,607.92 Lakhs has been carried forward under the head retained earnings.

Your directors are pleased to recommend a dividend of ' 0.50/- per equity share (5%) of face value of ' 10/- each. If the dividend, as recommended above, is declared by the Members at the Annual General Meeting, the total outflow towards dividend on Equity Shares for the year would be ' 138.96 Lakhs.

TRANSFER OF UNCLAIMED DIVIDEND / SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124 & 125 of the Companies Act, 2013, unclaimed/unpaid dividend relating to the financial year 2017-18 is due for remittance to the Investor Education and Protection Fund established by the Central Government.

Further, pursuant to Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, 41,185 Equity Shares of ' 10/- each on which dividend had remained unclaimed for a period of seven years have been transferred to the credit of the demat account identified by the IEPF Authority during the year under review.

The issued, subscribed and paid-up Share Capital of the Company as at 31^st March 2025 stood at 2,77,91,122 Equity Shares of ' 10/- each.

During the year, the Company redeemed its entire 1,50,00,000 8% Cumulative Redeemable Preference Shares of ' 10/- each on 24^th May 2024 out of the profits of the Company in accordance with the provisions of section 55 of the Companies Act, 2013.

The Annual Return of the Company for the financial year 2024-25 as required under Section 92(3) of the Companies Act, 2013 is available on the website of the Company and can be accessed on the Company's website at https://www.indsil.com/investors-relation/.

During the year under review, 7 (Seven) Meetings of the Board of Directors were held. Further details regarding the meetings of Board of Directors and Committees thereof are provided under the Corporate Governance Report annexed herewith.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively. The Company has duly complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meeting of the Board of Directors (SS-1) and General Meeting (SS-2).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, the Board hereby confirms that-

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there was no material departure from those standards.

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors had prepared the annual accounts on a going concern basis.

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper system to ensure compliance with the provisions of all the applicable laws and such systems were adequate and operating effectively.

There were no instances of frauds identified or reported by the Statutory Auditors during the course of their audit pursuant to Section 143(12) of the Companies Act, 2013.

All the Independent directors have given declarations to the effect that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 read with Schedules and Rules issued thereunder and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that their name is included in the data bank as per Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended).

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for fixing the remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and Employees of the Company.

The salient features of Nomination and Remuneration policy as formulated by the Company is as follows:

i. To formulate the criteria for appointment, re-appointment, removal of Director, Key Managerial Personnel, Senior Management and other employees in the Company.

ii. To formulate the manner and criteria for determining qualification, positive attributes of an independent director.

iii. To determine the criteria for payment of remuneration to Directors and Senior Management Personnel with an aim of attracting, retaining and motivating people required to run the Company successfully.

iv. To determine the evaluation of performance of the Members of the Board including Independent Directors.

The Nomination and Remuneration Policy of the Company can be accessed on the Company's website at the link https://www.indsil.com/investors-relation/.

There were no qualifications, reservations, adverse remarks or disclaimers made by M/s. Divya K R & Associates, Statutory Auditors, in their report.

In respect of the observations made by Secretarial Auditors in their report, your directors wish to state as follows:

a. With regard to the remarks on non-filing of e-Form CHG-1, we wish to state that the Company has not able to file the said form with the Registrar of Companies as the bankers had not affixed their digital signature to the said e-form inspite of repeated requests made by the Company.

b. With regard to the remarks on the delay in reporting of an event pertaining to redemption of preference shares, we wish to state that the delay was due to inadvertence, and the Company shall ensure that there are no such instances going forward.

c. With regard to the remarks on the compliance with labour laws, we wish to state that the Company will take necessary steps to maintain the same.

Apart from the above, there were no other qualifications, reservations or adverse remarks or disclaimers made by M/s. MDS & Associates LLP, Company Secretaries, Secretarial Auditors in their report.

The details of investments made by the Company during the year under review under Section 186 of the Companies Act, 2013 has been disclosed in the notes to the financial statements. However, the Company has not granted any loan or given any security or guarantee pursuant to the provisions of Section 186 of the Companies Act, 2013.

All the transactions entered into by the Company with related parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year 2024-25 were in the ordinary course of business and on arms' length basis.

The particulars of contract and arrangement entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 which are material in nature are disclosed in Annexure 1 (Form No. AOC-2) and forms part of this Report.

The policy on Related Party Transactions as approved by the Board of Directors of the Company has been uploaded on the Company's website and may be accessed through the link at https://www.indsil.com/investors-relation/.

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year as on 31^st March 2025 and the date of this report.

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is furnished in Annexure 2 and is attached to this Report.

The risk management and minimization procedure adopted and followed by the Company is adequate in relation to the nature and size of the business. The same is reviewed periodically for improvement.

The Company has not implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable for the year under review. However, the Company has developed a Corporate Social Responsibility Policy

in line with the activities mentioned in Schedule VII of the Companies Act, 2013 and the same is posted on the Company's website at the link https://www.indsil.com/investors-relation/.

On the advice of the Board of Directors, the Nomination and Remuneration Committee of the Board of Directors of the Company formulated the criteria for evaluation of the performance of the Board of Directors & its Committees, Independent Directors and Non-Independent Directors of the Board. Based on that, performance evaluation has been undertaken. The Independent Directors of the Company have also convened a separate meeting for this purpose.

The Board of Directors have evaluated the Independent Directors appointed during the year and opined that the integrity, expertise, and experience (including proficiency) of the Independent Directors is satisfactory.

Sri S Varadarajan (DIN: 08744090), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Your Directors recommend his re-appointment.

Pursuant to the withdrawal of nomination by M/s.Sunmet Holdings India Private Limited, Sri. K. Ganesan (DIN: 09760661), Non-Executive Nominee Director of the Company ceased to be a Director of the Company with effect from 22^nd May 2024.

Further, pursuant to the approval of the Board of Directors of the Company, the shareholders at the 33^rd Annual General Meeting held on 21^st September 2023 had accorded their approval for the re-appointment of Sri K Ramakrishnan as Whole-time Director of the Company for a period of 3 years with effect from 1^st June 2024.

Sri Vinod Narsiman (DIN: 00035746) was appointed as an Additional Director (Non-executive Non-Independent) of the Company with effect from 22^nd May 2024 and was subsequently, appointed as a Director of the Company through postal ballot on 8^th August 2024.

Further, Sri S K Viswanathan retired from his position as Non-Executive Independent Director on the Board of the Company with effect from 7^th September 2024, upon completion of his second consecutive term of five (5) years.

Pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors, Sri. Narasimhan Ramu (DIN: 10690176) was appointed as an Independent Director of the Company for a term of five (5) consecutive years with effect from 8^th September 2024, by the shareholders of the Company through postal ballot.

Further, pursuant to the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors and shareholders of the Company through postal ballot, Sri. Vinod Narsiman (DIN: 00035746) was appointed as the Whole-Time Director of the Company for a period of 5 years with effect from 14^th November 2024.

Sri. R Murali, Chief Financial Officer of the Company passed away on 30^th March 2025, and consequent to his demise, Sri. R Muthiah was appointed as the Chief Financial Officer of the Company with effect from 28^th May 2025.

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Sri Vinod Narsiman and Sri Ramakrishnan K, Whole Time Directors, Sri R Muthiah, Chief Financial Officer and Sri. Kalidoss U, Company Secretary.

During the year under review, the Company sold its entire stake in Al-Tamman Indsil Ferro Chrome LLC to M/s. LL Resources GMBH and M/s. LLR Holding GMBH, Austria on 19^th May 2024. Accordingly, the Company does not have any subsidiary, joint venture or Associate Company as at 31^st March 2025.

Consequently, the requirement of submission of consolidated financial statements and disclosure of a report on the salient features of the subsidiary or joint venture or associate company as required under Section 129(3) of the Companies Act, 2013 in Form AOC-1 does not arise.

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 and hence, there are no deposits remaining unclaimed or unpaid as on 31^st March 2025. Accordingly, the question of default in repayment of deposits or payment of interest thereon, during the year, does not arise.

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future.

The Company has put in place proper systems and procedures to detect and protect the Organizational resources both tangible and intangible. The Company has also put in place the following to ensure the adequacy of internal financial controls:

• the Company maintains all its records in ERP System and the workflow and approvals are routed through ERP.

• the Company has appointed Internal Auditors to check the Internal Controls and also check whether the workflow of the Organization is in accordance with the approved policies of Financial Statements, Internal Auditors will present to the Audit Committee, the Internal Audit Report and Management Comments on the Internal Audit observations; and

The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors Report.

Pursuant to the provisions of Section 148(1) of the Companies act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company was required to maintain cost records. Accordingly, the Company has duly made and maintained the cost records as mandated by the Central Government.

Ms. K. R. Divya (Membership Number 238896), Chartered Accountant, Coimbatore was appointed as Statutory Auditors of the Company at the 33^rd Annual General Meeting held on 21^st September 2023 for a period of five consecutive years from the conclusion of the 33^rd Annual General Meeting till the conclusion of the 38^th Annual General Meeting of the Company. Subsequent to her appointment, Ms. K. R. Divya registered her practice as a sole proprietorship firm under the name and style "M/s. Divya K R and Associates” with the Institute of Chartered Accountants of India bearing the Firm Registration No. 027280S. The audit report issued by M/s. Divya K R and Associates is enclosed and forms part of this Annual Report.

The Company has received a certificate from M/s. Divya K R & Associates confirming that they are not disqualified from continuing as Statutory Auditors of the Company.

COST AUDITOR

Pursuant to the provision of Section 148 of the Companies Act, 2013 and as per the recommendation of the Audit Committee, the Board of Directors, have appointed Sri B Venkateswar (Membership No. 27623), Cost Accountant, Coimbatore as Cost Auditor of the Company for the financial year 2025-26. The remuneration payable to the Cost Auditor is subject to the ratification of the members in General Meeting. The Board recommends their remuneration for members ratification.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. MDS & Associates LLP, Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2024-25. The report of the Secretarial Auditor is annexed herewith as Annexure 3 to this report.

Further, pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of Sections 179 & 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and subject to approval of shareholders in the ensuing Annual General Meeting, the Board of Directors of the Company have recommended the appointment of M/s. MDS & Associates LLP, Company Secretaries, Coimbatore as Secretarial Auditors of the Company for a first term of 5 (Five) consecutive financial years commencing from the financial year 2025-26.

M/s. MDS & Associates LLP have consented and confirmed their eligibility for appointment as Secretarial Auditors of the Company. The necessary resolution for their appointment has been included in the agenda of the Annual General Meeting Notice for the approval of the members. The directors recommend their appointment.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

The disclosure under this clause is not applicable as the Company has not undertaken any valuation at the time of one-time settlement with the banks or financial institutions during the year under review.

PARTICULARS OF EMPLOYEES

The disclosure as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure 4.

EMPLOYEE STOCK OPTION SCHEME

The Company has implemented the Indsil Hydro Power and Manganese Limited Employee Stock Option Scheme 2018 (Indsil ESOS 2018). The Nomination and Remuneration Committee administers and monitors the Employees' Stock Option Scheme of the Company. The disclosure pursuant to the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is given in Annexure 5 to this report.

The Company has received a Certificate from the Secretarial Auditors of the Company that the above referred Scheme had been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolutions passed by the members in this regard.

The Company has been employing women employees in various cadres within the Office/factory premises. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no complaint received from any employee during the financial year 2024-25 and hence no complaint is outstanding as on 31.03.2025 for redressal.

The report on Management Discussion and Analysis is annexed herewith as Annexure 6 to this report. CORPORATE GOVERNANCE

A report on Corporate Governance is annexed and forms part of this report. The Company has complied with the conditions relating to Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Kindly refer to the Section on Corporate Governance, under the head ‘Audit Committee' for matters relating to the composition, meetings and functions of the Committee. The Board has accepted all the recommendations of Audit Committee during the year whenever required and hence no disclosure as required under Section 177(8) of the Companies Act, 2013 with respect to rejection of any recommendations of Audit Committee by Board is necessary.

The Company has constituted a Vigil Mechanism as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has adopted a formal mechanism to the Directors and employees to report about unethical behaviour, suspected fraud or violation of Code of Conduct and ethics. The Policy aims at conducting the affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. The policy can be accessed on the Company's website at the link https://www.indsil.com/investors-relation/.

As required under SEBI (Listing Obligations and Disclosure Requirements) Rules, 2015, the Whole-Time Director and the Chief Financial Officer have furnished necessary Certificate to the Board on the financial statements presented.

Your Directors are extremely thankful to the bankers for their continued support. Your Directors acknowledge and express their grateful appreciation for the co-operation and support received from Government Authorities, Kerala State Industrial Development Corporation, employees, customers and suppliers. They also thank the shareholders for the confidence reposed by them in the management of the Company and for their continued support and cooperation.

(Pursuant to Clause (h) of Sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts)

Rules, 2014)

1. Details of contracts or arrangements or transactions not on arm's length basis - Not applicable

[Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts)

Rules, 2014]

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015]

To

The Members,

(CIN: L27101TZ1990PLC002849)

Indsil House, Door No.: 103-107,

T.V. Samy Road (West), R S Puram,

Coimbatore - 641002, Tamil Nadu

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. INDSIL HYDRO POWER AND MANGANESE LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of M/s. INDSIL HYDRO POWER AND MANGANESE LIMITED's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended 31^st March 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed, and other records maintained by the Company for the financial year ended on 31^st March 2025 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder.

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder.

iii. The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder.

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Overseas Direct Investment.

v. The following Regulations prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'): -

a. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

b. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

c. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

d. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

e. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client and

f. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018

vi. The following laws, as identified by the management, are specifically applicable to the industry to which the Company belongs,

a. Mines and Minerals (Development and Regulation) Act, 1957 & Andhra Pradesh Mineral Dealer Rules, 2017

b. The Electricity Act, 2003 read with the Electricity Rules, 2005, Kerala State Electricity Regulatory Commission (Licensing) Regulations, 2006 & Kerala State Electricity Regulatory Commission (Conditions of License for State Transmission Utility) Regulations, 2005

We have also examined compliance with the applicable clauses of the following:

a. Secretarial Standards with respect to Board Meetings (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI)

b. The Listing Agreement entered into by the Company with BSE Limited

During the year under review, the Company has complied with the provisions of the Act, Rules, Regulations and Standards etc., mentioned above except to the extent given below.

We further report that, during the year under review, there were no actions/ events in pursuance of the following Rules/Regulations requiring compliance thereof by the Company:

a. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018

b. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021

c. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 and

d. The Securities and Exchange Board of India (Issue and Listing of Non-convertible Securities) Regulations, 2021.

We further report that having regard to the compliance system prevailing in the Company and on the review of quarterly compliance reports taken on record by the Board of Directors and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the labour and environmental laws as applicable except to the extent of non-maintenance of certain records as required under the labour and environmental laws and delays in payment of gratuity to the employees.

We further report that the compliance by the Company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in this Audit since the same has been subject to review by statutory financial auditors and other designated professionals.

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Woman Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board meetings and Committee meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with all applicable laws, rules, regulations and guidelines.

We further report that the Company has sold its entire stake of 50% in its Joint Venture, AI-Tamman Indsil Ferro Chrome LLC on May 19, 2024 pursuant to the approval granted by the members in the Extra-Ordinary General Meeting held on July 28, 2023 under Section 180(1)(a) of the Companies Act, 2013 and Regulation 37A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We further report that the Company has redeemed 1,50,00,000 8% Cumulative Preference Shares of ' 10/- each out of the profits of the Company from those preference shareholders whose names appear in the Register of members / List of Beneficial Owners as received from National Securities Depository Limited (NSDL) as on May 24, 2024.

Other than the above, there were no instances of

• Public / Rights / Preferential issue of shares / debentures / sweat equity.

• Buy-back of securities.

• Major decision taken by the members pursuant to Section 180 of the Companies Act, 2013

• Merger / amalgamation / reconstruction etc.

• Foreign technical collaborations

‘Annexure A'

To

The Members,

(CIN: L27101TZ1990PLC002849)

Indsil House, Door No.: 103-107,

T.V. Samy Road (West), R S Puram,

Coimbatore - 641002

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules, and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules and regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Note: Sitting fees paid to the Directors have not been considered as remuneration for this purpose.