Insilco Ltd

Dear Members,

Your Directors are pleased to present the 36^th Annual Report together with the Audited Accounts for the Financial Year ended March 31, 2024.

1. THE STATE OF THE COMPANY'S AFFAIRS A. Financial Highlights

The audited financial statements of the Company as on March 31, 2024 are prepared in accordance relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 ("Act").

The summarized results for the year, rounded off to Rupees in millions, are given below:

B. Results of Operations

As you would be aware, the plant operations of your company continue to be suspended since October 26, 2019 due to refusal of "Consent to Operate" by Uttar Pradesh Pollution Control Board (UPPCB) vide its orders dated October 22, 2019. The Company filed Fresh Applications dated November 21, 2019, for Consent to Operate, however, the same were dismissed by the UPPCB vide order dated February 4, 2020. The Board of your Company after due consideration unanimously agreed not to pursue the matter any further.

Sales of Precipitated Silica during the year were Nil (previous year Nil). The Production during the year was Nil (previous year Nil). Consequently, the sales turnover is Rs NIL during the year (previous year Nil).

During the year your company has recognized the sale of assets (including leasehold rights in land pertaining to Plant) of Rs. 337.11 million (Net) under other income. The Company recorded Profit before depreciation and exceptional items of Rs. 343.93 million as compared to Loss before depreciation and exceptional items of Rs. (75.76) million in the previous Financial Year.

The Company had reserves of Rs. (544.35) million as on 1^st April 2023. The total comprehensive Profit/(Loss) for the Financial Year 2023-24 was Rs. 313.63 million.

The Board initiated the Voluntary Liquidation Process as envisaged under the provisions of the Insolvency and Bankruptcy Code, 2016 ("Code") and the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 ("VL Regulations") with effect from June 25, 2021, and accordingly a liquidator was appointed for the Company's voluntary liquidation process ("Liquidator").

In furtherance to the Sale Notice and the Process Document published by the Company for the sale of its assets under the voluntary liquidation process, an E-Auction Sale Notice was also issued by the Liquidator on November 16, 2021 for sale of assets pertaining to the plant situated at Gajraula, Uttar Pradesh ("Gajraula Plant") and Non-Agricultural Freehold land situated at Mehsana, Gujarat ("Mehsana Land"). Pursuant to the E-Auction Sale Notice, the eligible bidders, who had duly submitted the applicable Earnest Money Deposits (EMDs) for the respective assets, were invited to participate in the E-Auction of the aforesaid assets of the Company. The said E-Auction was conducted on November 26, 2021, and results are as under: a) Only one bid for INR 42 Cr (reserve price being INR 42 Cr) was received for composite sale of rights to the leasehold land admeasuring approx. 67 acres located at Gajraula Industrial Area, Uttar Pradesh along with the buildings and structures standing on the lands and all other fixed assets of the Company including

Plant & Machinery, Furniture & Fixtures, inventory etc. pertaining to Gajraula Plant (‘Disposal Group of assets'). Accordingly, the bidder, M/s. Dykes and Dunes Enterprises Private Limited ("Successful Bidder") was declared as the successful bidder and a Letter of Intent (LOI) was issued by the Liquidator. As per the terms of the LOI, the Successful Bidder has paid the entire consideration of Rs. 42.00 Cr. by April 28, 2022. A Sale Certificate dated April 14, 2023 has been issued by the Liquidator for transfer of the Gajraula Plant and ‘Disposal Group of assets of the Company on an "as is where is basis", "as is what is basis", "whatever there is basis" and "no recourse" basis to the Successful Bidder, which inter alia required the Successful Bidder to enter into a new lease deed with Uttar Pradesh State Industrial Development Authority ("UPSIDA") and complete all processes with UPSIDA or otherwise, to give effect to transfer.

The Company has executed a surrender of lease deed in favour of UPSIDA for surrender of the leasehold land in favour of UPSIDA on November 04, 2023.

Separately, a sale deed dated November 06, 2023 has been executed between the Company and the Successful Bidder for transfer of the plant, built up area and structures on the leasehold land (but excluding the leasehold land) in favour of the Successful Bidder.

The Successful Bidder has forwarded to the Company the Transfer Memorandum dated November 18, 2023 received by it from UPSIDA. The Company has issued letter dated November 27, 2023 to the Successful Bidder confirming that pursuant to the sale deed and the surrender of lease deed the Company has relinquished possession of the land, building & other assets in respect of the Gajraula Land.

Pursuant to such surrender, the Successful Bidder has informed the Company that the Successful Bidder has executed a fresh lease deed with UPSIDA in respect of the grant of leasehold rights in the land in favour of the Successful Bidder, and has shared the lease deed dated December 16, 2023 executed with UPSIDA for the same.

Based on the above facts, the Company has booked the net gain from the aforementioned slump sale of assets of the Company. b) Company has sold Non-Agriculture Freehold Land at Mehsana Gujarat (Mehsana Land) Land by way to a private sale. The transfer processes and execution of definitive documents for transfer of Mehsana Land was completed and the sale was recognised in the books during the quarter ended June 30, 2022.

2. TRANSFER TO RESERVES

The Company had reserves of Rs. (544.35) Million as on 1^st April 2023. The total comprehensive Profit for the Financial Year 2023-24 was Rs. 313.63 Million. Therefore, the closing balance of the Reserves and Surplus as on 31^st March 2024 amounted to Rs. (230.72) Million.

3. DIVIDEND

No dividend is recommended considering the operational performance of the Company.

4. OPERATIONS AT PLANT

The Company has sold and handed over the physical possession of all assets in respect of the Gajraula Plant to the Successful Bidder during the year. The operations of the plant at Gajraula continued to remain suspended till the date of hand over of plant to the Successful Bidder. The plant head, however, had been regularly discharging its duties towards complying with legal requirements and compliances prior to handover of the physical possession of all assets in respect of the Gajraula Plant.

5. STATEMENT ON RISK MANAGEMENT POLICY

The plant operations have been permanently suspended. As a result, the risks pertaining to the efficiency of plant operations, plant costs and market share are no longer applicable and w.e.f. November 6, 2023, Sales Deed was executed by the Company (seller) in favour of M/s. Dykes & Dunes Enterprises Private Limited (Purchaser) and Relinquished possession of the Land and Assets from seller to Purchaser.

The Risk Management Policy, is available on the website of the Company at the following path: https://www.insilcoindia.com/Pdf/Risk%20Management%20Policy24.pdf

6. DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the Financial Year 2023-24. Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors to the best of their knowledge and ability, state that:

(a) in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards have been followed along with a proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended 31^st March, 2024 and of 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) In view of matter described in note 30 of Financial statements, the Board of Directors are of the view that on account of the initiation of voluntary liquidation and sale of assets (including leasehold rights of the Company in respect of the Gajraula Land), the use of the going concern basis of accounting in the preparation of the financial statements is inappropriate and accordingly the financial statements for the year ended March 31, 2024 have not been prepared on a going concern. The Company's management has assessed carrying value of assets and liabilities, and based on current estimates, adjustments have been made in the books of account year ended March 31, 2024 (refer note 30 of financial statements);

(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 systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively;

(g) the Company has complied with the Secretarial Standards-1 (Meetings of Board of Directors) and Secretarial Standards-2 (General Meetings) issued and amended from time to time, by the Institute of Company Secretaries of India.

7. EXPLANATION OR COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS OR DISCLAIMERS MADE BY STATUTORY AUDITOR AND SECRETARIAL AUDITOR IN THEIR RESPECTIVE REPORTS

The Statutory Auditors in their reports on financial statements and internal financial controls for the financial year 2023-24 have given qualified opinion and the response of your directors with respect to it is as follows: The matters mentioned in a and b under basis for Qualified Opinion of the said Auditors Report, and in paragraph 8 and 10 of the Report on the Internal Financial Controls with reference to financial statements in Annexure-A to the Auditors Report, clause no. 29 of Directors' report under the heading "Material orders by governing authorities", note no. 30 of the financial statements.

There was no fraud reported by the Auditor to the Audit Committee or to the Board pursuant to Section 143(12) of the Companies Act, 2013.

The report of Secretarial Auditor does not contain any qualifications, reservations, adverse remarks or disclaimers except following observation with regard to: a. E-form MGT-14 with regard to Board Resolution passed in the Board Meeting held on 24.04.2023 for reappointment of Managing Director has been filed belatedly. b. There has been a delay in conducting the Audit Committee Meeting and Meeting of the Board of Directors of the Company for considering and approving the unaudited financial results for the quarter/three months ended 30^th June 2023.

The meeting of the Audit Committee and Board of Directors of the Company were initially scheduled on 14^th August 2023 for the aforesaid agenda. However, the same were re-scheduled to 21^st August 2023 due to unavoidable circumstances and want of quorum. The said meetings were again rescheduled and conducted on 7^th September, 2023. c. There has been a delay in conducting the Audit Committee Meeting and Meeting of the Board of Directors of the Company for considering and approving the unaudited financial results for the quarter/nine months ended 31^st December 2023.

The meeting of the Audit Committee and the Board of Directors of the Company were scheduled to be held on 12^th February 2024 for the aforesaid agenda. However, the same were postponed due to some unavoidable circumstances and was conducted on 14^th May 2024. d. The Company has not conducted any Board Meeting after 10^th November 2023 till 31^st March 2024, hence exceeding the gap of 120 days between the two Board Meetings as per the provisions of the Companies Act, 2013. e. Ms. Meng Tang, Non-Executive Non-Independent Director of the Company has not attended any Board Meeting held during the period of twelve months as per the provisions of the Companies Act, 2013. f. The utility in respect of loss of share certificate(s) and issuance of duplicate share certificate(s) as per Regulation 39(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been filed late to the Bombay Stock Exchange during the period under review.

The response of your directors with respect to observations by the Secretarial Auditor in Secretarial Audit Report are as follows:

(a) In respect of the observations in sub-paragraph (a) above, the relevant forms are required to be filed online on the portal of the Ministry of Corporate Affairs (MCA). The version of the MCA portal has undergone a change recently (from V2 to V3), on account of which most of the companies (including the Company), we are facing technical glitches while filling the form on account of which the Company has filed the form mentioned hereinabove vide SRN NO. AA2817206 with the ROC with a delay of 19 days and the relevant form was filed by paying the requisite fees for such delay.

(b) In respect of the observations in sub paragraph (b) above - As per the provisions of applicable law, the Company was required to conduct the Audit Committee Meeting and Meeting of the Board of Directors of the Company for considering and approving the unaudited financial results for the quarter/three months ended 30^th June 2023 by 14^th August 2023 and accordingly the same was scheduled to be conducted on 14^th August 2023. However, the said meetings were rescheduled first to 21^st August 2023 and thereafter to 7^th September, 2023, on which date it was conducted. The reason for rescheduling in conducting the aforesaid Audit Committee Meeting and Meeting of the Board of Directors was due to some unavoidable circumstances for want of quorum. The relevant disclosures were also made to the relevant Stock Exchanges, and no notice has been received by the Company in respect of the same.

(c) In respect of the observations in sub paragraph (c) above - As per the provisions of applicable law, the Company was required to conduct the Audit Committee Meeting and Board meeting of the Company for considering and approving the unaudited financial results for the quarter/nine months ended 31^st December 2023 on 14^th February 2024 and accordingly the same was scheduled to be conducted on 12^th February 2024. However, the said meetings were rescheduled and conducted on 14^th May 2024. The reason for rescheduling the aforesaid meetings was on account of the Un-Audited Financial Results of the Company for the Quarter/Nine months ended 31^st December 2023 not having been finalised as required under applicable laws. The relevant disclosures were also made to the relevant Stock Exchanges, and the BSE had sent a notice for the said delay, which the Company has responded to in due time, and thereafter the no notice has been received by the Company in respect of the same.

(d) In respect of the observations in sub paragraph (d) above - As stated in the response to paragraph (c) above, the Audit and Board meeting of the Company could not be conducted on the scheduled date on account of the Un-Audited Financial Results of the Company for the Quarter/Nine months ended 31^st December 2023 not having being finalised as required under applicable laws, and therefore the Audit Committee Meeting and Board Meeting of the Company was rescheduled to be held on 14^th May 2024. Therefore, the Company exceeded the gap of 120 days from 10^th November 2023 till 31^st March 2024.

(e) In respect of the observations in sub paragraph (e) above – Since the Board meeting of the Company which was scheduled to be conducted on February 12, 2024 was rescheduled to May 14, 2024, a period of 12 months had passed during which Meng Tang (Non-executive Non-independent) director of the company had not attended any board meeting, and accordingly, her office as a director of the Company had become vacant as per the provisions of Companies Act, 2013.

(f) In respect of the observations in sub paragraph (f) above - In respect of the requirement for filing disclosures with BSE intimating ‘Loss of Share Certificate/Issue of Duplicate Share Certificate' as per Regulation 39(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the BSE has introduced a new provision vide circular dated December 08, 2023 for filing the said disclosure in PDF form and in XBRL utility mode within 24 hours of submission of said PDF filling. However the Company faced some technical problem while uploading the XBRL utility, and accordingly the pdf certificate dated December 11, 2023 was filed and XBRL utility certificate was filled on 2^nd of January 2024.

8. ANNUAL RETURN

Pursuant to section 134 (3)(a) of the Companies Act, the Draft Annual Return for Financial Year 2023-24 prepared as required under section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and

Administration) Rules, 2014 is available on the Company's website at the following link: www.insilcoindia.com —> Investors —> Annual Return. Investors are requested to please refer the same.

9. NUMBER AND DATES OF MEETINGS OF THE BOARD AND ATTENDANCE OF THE DIRECTORS

The Board of Directors duly met 5(Five) during the Financial Year 2023-24. The meetings were held on 24^th April 2023, 30^th May 2023, 27^th June 2023, 07^th September 2023 and 10^th November 2023.

The attendance of the Directors in the Board meetings is given in clause no. 2.3(C) of Corporate Governance Report.

10. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF DIRECTORS ETC.

Pursuant to Section 178(1 & 3) of the Companies Act, 2013 and Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations"), the Board of Directors have constituted a Nomination and Remuneration Committee. A Nomination and Remuneration Policy of the Company has also been laid down and approved by the Nomination and Remuneration Committee and the Board. The said policy lays down the criteria for appointment of Directors, Key Managerial Personnel and Senior Management Personnel. The said policy also specifies the remuneration criteria for Director, Senior Management Personnel and other employees including criteria for determining qualification, term/tenure, positive attributes, independence of Directors, criteria for performance evaluation of Executive and Non-executive Directors (including Independent Directors), removal, policy on Board diversity, Directors' and Officers' Insurance and other matters as prescribed under the provisions of the Companies Act, 2013 and the Listing Regulations.

Pursuant to Section 178(4) of the Companies Act, 2013, the said Nomination and Remuneration policy of the Company is available on the website of the Company at the following link: http://www.insilcoindia.com —> Investors —> Policies —> Nomination and Remuneration Policy.

11. SECRETARIAL AUDIT

As required under Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s Nityanand Singh & Co., Practicing Company Secretaries, having its address at 14, 2^nd Floor, Arjun Nagar, Safdarjung Enclave, New Delhi-110029 has conducted the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report in Form No. MR-3 issued by the said firm is attached to this report as Annexure-1.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, the Company had not entered into any transaction of loan, guarantee or investment or security to any person or body corporate under section 186 of the Companies Act, 2013.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year, the Company has not entered into any transactions with related parties except remuneration to KMP and sitting fees to independent directors. The aforementioned related party transactions during the Financial Year 2023-24, were in ordinary course of the business and were on an arm's length basis. In terms of the Act, no material related party transactions were carried out by the Company during the Financial Year. All related party transactions are placed before the Audit Committee for review and approval. The quarterly disclosures of transactions with related parties are made to the Audit Committee for its review. As required under section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee has granted Omnibus approval for appropriate related party transactions in accordance with the criteria laid down for the purpose. The disclosure of related party transactions as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable on the Company for the Financial Year under review. Members may refer to Note no. 23 to the financial statement which sets out related party disclosures for the Financial Year ended 31^st March 2024.

All the Related Party Transactions are placed before the Audit Committee for its review on a quarterly basis. All Related Party Transactions are subjected to an independent review by the Statutory and Secretarial Auditors of the Company to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and SEBI Listing Regulations.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 23 of the Listing Regulations, the Board has laid down a policy on dealing with related party transactions and the same is available on the website of the Company at the following link: http://www.insilcoindia.com —> Investors —> Policies —> Related Party Transaction Policy.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outflow as required to be disclosed under Section 134 (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is given below:

A. Conservation of Energy

Insilco Limited has been refused the consent to operate and there are no operations of the company since October 26, 2019. Hence no such projects have been taken up.

(i) the steps taken or impact on conservation of energy; NIL

(ii) the steps taken by the company for utilising alternate sources of energy; NIL (iii) the capital investment on energy conservation equipments; NIL

B. Technology Absorption

The application which was filed by Insilco Limited for grant of the "Consent to Operate" was rejected by Uttar Pradesh Pollution Control Board (UPPCB) vide its orders dated October 22, 2019. The Company filed Fresh Applications dated November 21, 2019, for Consent to Operate, however, the same were dismissed by the UPPCB vide order dated February 4, 2020. There have been no operations of the Company since October 26, 2019. Further, pursuant to the voluntary liquidation process of the Company as per the provisions of the Code and the VL Regulations, the Company has sold all its assets during the year, hence no such projects have been taken up by the Company.

(i) the efforts made towards technology absorption; NIL

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; NIL

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year); NIL

(a) the details of technology imported; NIL (b) the year of import; NIL

(c) whether the technology been fully absorbed; NIL

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; NIL (iv) the expenditure incurred on Research and Development: NIL

C. Foreign Exchange earnings and outgo

The Foreign Exchange earnings in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows were as follows:

(Rs. in ‘000)

16. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Board of Directors of the Company has laid down a policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. Pursuant to the above provisions, the Company has constituted an Internal Complaints Committee for every location where it operates which have been given the responsibility to receive and address the complaints. During the Financial Year 2023-24 under review, the Company did not receive any complaint pertaining to sexual harassment and hence no compliant is outstanding as on 31 March 2024. The Company has filed an Annual Report with the concerned Authority in the matter. The said policy is available on the website of the Company at the following link: http://www.insilcoindia.com —> Investors —> Policies —> Prevention of Sexual Harassment Policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR) OF THE COMPANY

The Company is not covered under the provisions of CSR i.e. Section 135 of the Companies Act, 2013 and accordingly not required to comply with the requirements of Section 135 of the Companies Act, 2013.

18. WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, the Company has established a "Whistle Blower Policy" for employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The said mechanism is available to all the employees of the Company and is operating effectively. This Policy outlines the procedures for reporting, handling, investigating and deciding on the course of action to be taken in case inappropriate conduct is noticed or suspected.

This Policy also provides for adequate safeguards against victimization of director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. During the year, the Company has not received any complaint through such mechanism. A copy of the said policy is available on the website of the Company at the following path: http://www.insilcoindia.com —> Investors —> Policies —> Whistle Blower Policy.

19. STATEMENT ON ANNUAL EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Your Company believes that the process of performance evaluation at the Board level is essential to its Board engagement and effectiveness. The Performance Evaluation Policy of the Company is duly approved by the Board and Nomination and Remuneration Committee of the Company. In line with the Performance Evaluation Policy of the Company, Annual Performance Evaluation was carried out for all the Board Members, for the Board and its Committees with specific focus on performance and effective functioning of the Board and its Committee.

The Board has laid down the manner and criteria of evaluation of the Board of its own, Committees and Individual Directors in which annual evaluation of the Board, Committees of the Board and Individual Directors would be evaluated. The evaluation includes various criteria including performance, knowledge, roles and responsibilities etc.

Pursuant to the provisions of the Companies Act, 2013 the Nomination and Remuneration Committee, the SEBI (LODR) Regulations, 2015 and the Guidance Note on Board Evaluation issued by SEBI in January 2017, a structured questionnaire was prepared and reviewed by the Nomination and Remuneration Committee (NRC) after taking into consideration the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance, the company has decided that the Board will evaluate its Committees and the Nomination and Remuneration Committee would evaluate the Board and Individual Directors. The evaluation as aforesaid has been done in the meeting of the Nomination and Remuneration Committee and in the Board Meeting. After evaluation, the performances of the Board, its committees and Individual Directors were found upto the mark and was satisfactory.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of Non-Independent Directors and the Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors.

The performance evaluation of the Independent Directors have been done by the entire Board, excluding the Director being evaluated on the basis of performance and fulfilment of the independence criteria as specified under the Companies Act, 2013 and the Listing Regulations.

20. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, the Company has not changed the nature of its business.

21. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP) Change in Directors and KMP

The changes in the Board of Directors during the Financial Year 2023-24 are given below :

Mr. Vinod Paremal was reappointed as Managing Director of the Company for a further period of 2 (two) years with effect from 01^st May 2023 till 30^th April 2025.

Mr. Rajeev Agarwal was appointed as Chief Financial Officer (CFO) of the Company with effect from 28^th June 2023. Mr. Dara P Mehta, Non-Executive Independent Director ceased to be a Director and Chairman of the Board of the Company w.e.f. closing of the business hours of 31.03.2024.

Mr. Subhash Chander Setia (DIN: 01883343) appointed as an Non-Executive Independent Director of the Company for a term of upto five consecutive years with effect from 20^tth February 2024.

Ms. Sonia Prashar was appointed as Chairperson of the Board with effect from 1^st April 2024 pursuant to Article 99 of the Articles of Association of the Company.

Ms. Meng Tang: Since the Board meeting of the Company which was scheduled to be conducted on February 12, 2024 was rescheduled to May 14, 2024, a period of 12 months had passed during which Ms. Meng Tang (who was appointed as the Non-Executive Non-Independent Director of the Company on November 13, 2014) has not attended any of the meetings of the Board, and consequently, the office of Ms. Meng Tang as director of the Company has automatically become vacant as per provisions of Section 167 (1) (b) of Companies Act, 2013.

As required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a brief resume, details of experience and other Directorships / Committee memberships/ Chairmanships held by the Directors in other Companies, whose re-appointment is due in the forthcoming Annual General Meeting (AGM) of the Company, forms part of the Notice convening the 36^th AGM.

Term of Independent Directors

The date of commencement of term of Independent directors are given below along with date of approval by Shareholders:

* The 2^nd term of Mr. Dara Phirozeshaw Mehta was completed on closing of the business hours of 31^st March 2024.

Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Christian Schlossnikl shall be liable to retire by rotation at the ensuing AGM of the Company and being eligible, offers himself for re-appointment. The Board recommends his re-appointment to the members of the Company in the ensuing AGM.

Statement on declaration given by Independent Directors

The members are informed that Independent Directors have given a declaration that they meet the criteria of independence as provided in sub-section 6 of the Section 149 of the Companies Act, 2013 as well as Regulation 25 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based upon the declarations received from the Independent Directors, the Board of Directors have confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management. A declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, read with Notification dated October 22, 2019, issued by the Ministry of Corporate Affairs (MCA), regarding the requirement relating to enrolment in the Data Bank for Independent Directors, has been received from all the Independent Directors, along with declaration made under Section 149(7) of the Act.

The Board of the Company also confirms that the Independent Directors fulfill the criteria of being Independent Director as specified under the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Independent Directors are persons of integrity and possesses relevant expertise and experience.

Familiarization program for Independent Directors

Regulation 25 (7) of Chapter IV of SEBI (Listing Obligations & Disclosure Requirements) provides that the listed entity shall familiarize the independent directors through various programmes about the listed entity.

The Company follows an induction programme for orientation and training of Directors at the time of their joining so as to provide them with an opportunity to familiarize themselves with the Company, its operations, business philosophy and model, roles, rights, responsibilities of Independent Directors in the Company and Policies/Rules and Regulations of the Company.

Thereafter, the Company continues with periodic familiarization process of Independent Directors to keep them upto date with the developments in the Company. The details of such familiarization programme is also displayed on the website of the Company at the following link: https://www.insilcoindia.com/Pdf/Details%20-%20Familiarization% 20Programmes%20w.e.f.%201%20April%202015.pdf

22. DISCLOSURES RELATED TO REMUNERATION OF DIRECTORS AND KMPs

a. Corporate Governance - Disclosures as per provisions of Schedule V, Part II, Section II (B)(iv)(IV)

NIL

b. Ratio of Remuneration of each Director to median remuneration of employees

NIL c. Percentage increase in remuneration of each Director and KMP

The annual increment of remuneration of employees is done every year w.e.f. 1^st April. The annual increment w.e.f. 1^st April 2023 of KMPs are given below in % alongwith the designation as on the date of approval of this report.

d. Percentage increase in the median remuneration of employees

The percentage increase in the median remuneration of employees in the Financial Year 2023-24 was Nil.

e. No. of permanent employees on the rolls of the Company

As on 31^st March 2024, Company has 02 permanent employee on the rolls of the Company.

f. Average percentage increase already made in the salaries of employees in the Financial Year 2023-24 in April 2023 and its comparison with the percentage increase in the managerial remuneration and justification thereof and exceptional circumstances for increase in the managerial remuneration, if any

g. Policy compliance affirmation

The remuneration of the Directors and KMP is as per the Nomination and Remuneration policy of the Company.

23. STATEMENT PURSUANT TO CLAUSE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF

MANAGERIAL PERSONNEL) RULES, 2014

During the year, there was no employee of the Company:

- who was employed throughout the Financial Year 2023-24 and was in receipt of remuneration for that financial year of not less than Rs. 10,200,000/-; or

- who was employed for a part of the Financial Year 2023-24 and was in receipt of remuneration at a rate which was not less than Rs. 850,000/- per month; or

- who was employed throughout or part of the Financial Year 2023-24 and was in receipt of remuneration in that Financial Year, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director and holds by himself or along with its spouse and dependent children, not less than two percent of the equity shares of the Company.

Top two employees in terms of remuneration drawn during the Financial Year 2023-24

24. AUDITORS

Pursuant to the provisions of Sections 139, 142 of the Act read with Companies (Audit & Auditors) Rules, 2014,the members are hereby informed that M/s. Shiv & Associates (Firm Registration No. with ICAI 009989N was appointed as Statutory Auditor of the Company for the first term of 5 (five) consecutive years in the 34^th AGM to hold the office from the conclusion of the 34^th Annual General Meeting till the conclusion of 39^th Annual General Meeting.

Pursuant to Section 141 of the Act, the Auditors have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company.

25. COST AUDITOR/MAINTENANCE OF COST RECORDS

Maintenance of Cost Records for the Financial Year 2023-24

During the financial year 2023-24, there was no production and no Sales/Turnover due to discontinuation of business activities, therefore the Cost Audit & Maintenance of Cost Records are not applicable on the Company.

26. AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of SEBI Listing Regulations, as may be amended from time to time, the Board has reconstituted an Audit Committee. The composition of the Audit Committee was as follows:

As on 31^st March 2024

The Board of Directors of the Company has accepted all the recommendations made by the Audit Committee.

27. DISCLOSURE REGARDING SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate company. During the year also there were no companies, which have become or ceased to be your Company's subsidiary, joint venture or associate company.

28. DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet during the year pursuant to the provisions of Chapter V of the Companies Act, 2013.

29. MATERIAL ORDERS BY GOVERNING AUTHORITIES

There were no significant or material orders passed by any governing authority of the Company including regulators, courts or tribunals, which could affect the going concern status Company's operations.

30. ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH RESPECT TO THE FINANCIAL STATEMENT

The Company has laid down proper and adequate internal financial control for ensuring efficient and effective conduct of business, safeguarding of its assets and prevention and detection of fraud and errors with respect to internal financial statement. The same is explained in management and discussions and analysis report under the heading "Internal Control System and their adequacy".

31. SOCIAL RESPONSIBILITY

Good governance demands adherence to social responsibility coupled with creation of value in the larger interest of the general public. We are committed to continuously improving our performance in the areas of environmental protection, health and safety as well as to the principles of sustainable development and responsible care. We continue to contribute to society by appropriate means. We aim to enhance the quality of life of the community in general and have a strong sense of social responsibility.

32. REPORT ON CORPORATE GOVERNANCE

Pursuant to the provisions of the Listing Regulations, the following are furnished forming part of this Directors' Report:

i. Report on Corporate Governance together with a Certificate from Practising Company Secretary on compliance with the conditions of Corporate Governance as per provisions of Listing Regulations are attached as Annexure-2 and Annexure-2.3 respectively.

ii. Certificate by Managing Director regarding compliance of Code of Conduct by the members of Board and Senior Management as per provisions of Listing Regulations is attached as Annexure – 2.1.

iii. Certificate from Managing Director regarding correctness of the financial statements presented to the Board is attached as Annexure – 2.2.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34of the Listing Regulations, a detailed report on the Management Discussions and Analysis Report is enclosed as Annexure - 3 forming part of Annual Report.

34. COMPLIANCE OF SECRETARIAL STANDARDS

The Company is in compliance with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

35. DISCLOSURE BY SENIOR MANAGEMENT OF CONFLICT OF INTEREST, IF ANY

Pursuant to the provisions of regulation 26(5) of the Listing Regulations, the Senior Management of the Company have made a disclosure to the Board of Director that they have no personal interest in relation to all material, financial and commercial transactions that may have a potential conflict with the interest of the Company at large.

36. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR- Not Applicable

37. THE 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- Not Applicable

38. INDUSTRIAL RELATIONS

Your Company continued to enjoy cordial relations with all its employees. No man day was lost due to any Industrial Dispute.

39. ACKNOWLEDGEMENT

Your Board of Directors wish to thank and place on record their appreciation for the co-operation and support extended to the Company by the Government of India, State Government of Uttar Pradesh, other local authorities, Bankers, Suppliers, Employees and other Stakeholders which have been a constant source of strength to the Company. The Board of Directors also expresses its sincere gratitude to all the shareholders for their continuous support and trust they have shown in the management. The dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.