Indo Amines Ltd Directors Report

To,

The Members,

INDO AMINES LIMITED

The Board of Directors are pleased to present the 33rd Annual Report of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended on March 31,2026.

1. FINANCIAL RESULTS:

(^ In Lakh)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Gross Total revenue	1,14,641.53	1,07,143.28	1,18,822.98	109,390.80
Profit before tax and exceptional item	10,548.47	8,187.48	10,610.66	7,694.50
Profit for the year (after tax and attributable to shareholders)	7,976.64	6,139.99	7,932.56	5,589.54
Other Comprehensive Income for the year (not to be reclassified to P&L)	-132.15	-1.70	-132.15	-1.70
Other Comprehensive Income for the year (to be reclassified to P&L)	-	-	-	-
Surplus brought forward from last balance sheet	24,941.33	19,156.10	24,814.11	19,578.95
Profit available for appropriation	7,877.75	6,138.72	7,793.57	5,587.41
Appropriations:
Dividend	-362.92	-353.49	-362.92	-353.49
Other	-40.10	-	-	1.24
Surplus carried forward	32,416.06	24,941.33	32,244.75	24,814.11

2. COMPANY PERFORMANCE:

Standalone:

During the financial year 2025-2026, total revenue of the Company on a standalone basis was ? 1,14,641.53 as against ? 1,07,143.28 in the previous year. Profit before Tax was ? 10,548.47 as against ? 8,187.48 in the previous year & Profit after Tax was ? 7,976.64 as against ? 6,139.98 in the previous year.

Consolidated:

During the financial year 2025-2026, total revenue of the Company on a consolidated basis was ? 1,18,822.98 as against ? 109,390.80 in the previous year. Profit before Tax was ? 10,610.66 as against ? 7,694.49 in the previous year & Profit after Tax was ? 7,932.56 as against ? 5,589.54 in the previous year.

3. DIVIDEND:

The Board of Directors at their meeting held on May 26, 2026, has recommended a dividend of 10% i.e. 50 paisa per equity share of the face value of ? 5/- (Rupee Five only) each for the financial year ended March 31,2026. The total final dividend payout will amount to ? 362.92 Lakh. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Thursday, September 17, 2026. The Shareholders of the Company are requested to note that the Income Tax Act, 1961, as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a Company after April 01,2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the final dividend. In order to enable your Company to determine and deduct the appropriate TDS as applicable, the Shareholders are requested to read the instructions given in the Notes to the Notice convening the 33rd (Thirty-Third) AGM of the Company, forming part of this Annual Report.

4. CONSOLIDATED FINANCIAL STATEMENTS:

As required pursuant to the provisions of Section 129 of the Companies Act, 2013 (Act), and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Consolidated Financial Statements (CFS) of the Company are prepared in accordance with the Indian Accounting Standards (Ind-AS) issued by the Institute of Chartered Accountants of India on the basis of the Audited Financial Statements of the Company and its Subsidiaries.

As per the provisions of Section 136 of the Act, the audited financial statements, including the CFS and related information of the Company and the separate financial statements of each subsidiary company are available on the Companys website at https:// www.indoaminesltd.com/investors . Any member desirous of inspecting or obtaining copies of the audited financial statements, including the CFS may write to the Company Secretary at shares@indoaminesltd.com .

5. DEPOSITS:

During the financial year 2025-26, the Company did not accept any deposit within the meaning of Sections 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.

6. CREDIT RATING:

During the year, CRISIL has accorded a long-term credit rating of A- Stable and a short term credit rating of CRISIL A2+ to our Company.

7. LISTING OF SHARES:

Your Companys shares are listed on BSE Limited (BSE) & National Stock Exchange of India Limited (NSE) respectively. The annual listing fees for the financial year 2025-26 to BSE & NSE have been duly paid by the Company.

8. TRANSFER TO RESERVE:

The Company has not transferred any amount to the Reserve for the financial year ended March 31,2026.

9. SUBSIDIARIES/ JOINT VENTURES & ASSOCIATE COMPANIES:

As on March 31,2026, the Company has the following subsidiaries and associate company:

No.	Name of Companies/Body Corporate	Status
1.	Indo Amines (Malaysia) SDN BHD	Subsidiary
2.	Indo Amines Americas LLC	Subsidiary
3.	Indo Amines (Changzhou) Co. Ltd	Subsidiary
4.	Indo Amines (Europe) Ltd.	Subsidiary
5.	Indo Speciality Chemicals Private Limited	Associate

Accordingly, the CFS of the Company and all its subsidiaries prepared in accordance with Ind AS 110 as specified in the Companies (Indian Accounting Standard) Rules, 2015, form part of the Annual Report.

Furthermore, a statement containing the salient features of the financial statements of the companys subsidiaries and associates in the prescribed Form AOC-1 is attached as Annexure-I and forms part of the Boards report.

In accordance with the third proviso of Section 136(1) of the Act, the Annual Report of the Company, containing therein its standalone and CFS have been placed on the website of the Company, www.indoaminesltd.com . Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company. The Policy for determining material subsidiary is uploaded on the website of the Company and can be accessed on the Companys website at www.indoaminesltd.com .

Pursuant to the notification issued by the Ministry of Corporate Affairs dated February 16, 2015, notifying the Companies (Indian Accounting Standards) Rules, 2015, the Company has adopted Indian Accounting Standards (Ind-AS) with effect from April 1,2017.

10. DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR:

During the Financial Year 2025-26, Indo Speciality Chemicals Private Limited ceased to be a subsidiary of the Company due to nonparticipation in the Rights Issue of the subsidiary, resulting in dilution of shareholding. Consequently, Indo Speciality Chemicals Private Limited became an Associate Company of the Company with effect from March 30, 2026.

11. EMPLOYEE STOCK OPTION PLAN, 2025:

1. Brief Narrative on the ESOP Scheme:

The Company believes that employee ownership is an effective means of fostering a culture of commitment, innovation and longterm value creation. With this objective, the Company has implemented the Indo Amines Limited - Employee Stock Option Plan, 2025 (Indo-ESOP Plan, 2025) , which is intended to attract, retain, reward and motivate employees by enabling them to participate in the future growth and success of the Company.

The Indo ESOP Plan, 2025 and its extension to the employees of the subsidiaries and/or Associate Companies was approved by the shareholders of the Company in the 32nd AGM of the Company held on September 24, 2025.

The Company received the necessary approval from the Stock Exchanges on November 25, 2025 for the implementation of the Indo-

ESOP Plan, 2025, authorizing the grant of up to 7,25,000 equity shares of face value ? 5 each to eligible employees of the Company.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on May 26, 2026 , approved the grant of 5,60,000 stock options to eligible employees under the Indo-ESOP Plan, 2025. The options have been granted in accordance with the terms of the Scheme approved by the shareholders and the applicable regulatory requirements.

Each stock option, upon vesting and exercise, shall entitle the eligible employee to subscribe to one equity share of the Company of face value ? 5 each , subject to payment of the applicable exercise price and compliance with the terms and conditions of the Scheme. The options shall vest over a period of five years in accordance with the vesting schedule specified in the grant letter and shall be exercisable within the exercise period prescribed under the Scheme.

The Nomination and Remuneration Committee shall administer and monitor the implementation of the Indo-ESOP Plan, 2025, including grants, vesting, exercise, forfeiture and all other matters incidental thereto, in accordance with the provisions of the Scheme and the applicable laws.

The Company believes that the implementation of the Indo-ESOP Plan, 2025 will strengthen employee engagement, promote longterm value creation and align the interests of employees with those of the shareholders, thereby contributing to the sustainable growth of the Company.

2. Web-link to the Detailed ESOP Disclosures:

The disclosures as required under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on the website of the Company at www.indoaminesltd.com and can be accessed through the Investor Relations section. The disclosures shall also be made available for inspection by the Members during the ensuing 33rd AGM.

3. Certificate from the Secretarial Auditor/ Practicing Company Secretary:

The Company has obtained the certificate from the Secretarial Auditor confirming that the Indo Amines Limited - Employee Stock Option Plan, 2025 has been implemented in accordance with the applicable provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Members. The certificate shall also be made available for inspection by the Members during the ensuing 33rd AGM.

12. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE FINANCIAL YEAR 2025-26:

Board of Directors

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Saji Jose (DIN: 10650311), Whole-Time Director and Mrs. Tejaswini Dalvi (DIN: 11127538), Non-Executive Director of the Company, are liable to retire by rotation at the 33rd AGM and being eligible, offer themselves for re-appointment.

Following are the changes in Directors and Key Managerial Personnel of the Company for the financial year 2025-26:

• Re-appointment of Mr. Avinash Aphale (DIN: 10167429) as Independent Director:

Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, the shareholders approved the re-appointment of Mr. Avinash Aphale as an Independent Director for his second term of 2 years, with effect from May 18, 2025 to May 17, 2027.

• Re-appointment of Mr. Vijay Sane (DIN: 10153927) as Independent Director:

Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, the shareholders approved the re-appointment of Mr. Vijay Sane as an Independent Director for his second term of 1 year, with effect from May 09, 2025 to May 08, 2026.

• Re-appointment of Mr. Rahul Palkar (DIN: 00325590) as Joint Managing Director:

Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, the shareholders approved the re-appointment of Mr. Rahul Palkar as a Joint Managing Director for a further period of 3 years, with effect from August 05, 2025 to August 04, 2028.

• Re-appointment of Mr. Adhikrao Shingade (DIN: 09219226) as Whole-Time Director:

Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, the shareholders approved the re-appointment of Mr. Adhikrao Shingade as a Whole-Time Director for a further period of 2 years, with effect from June 28, 2025 to June 27, 2027.

• Re-appointment of Mr. Jayaprakash Shetty (DIN: 07980763) as Whole-Time Director:

Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, the shareholders approved the re-appointment of Mr. Jayaprakash Shetty as a Whole-Time Director for a further period of 2 years, with effect from November 03, 2025 to November 02, 2027.

• Appointment of Mrs. Tejaswini Dalvi (DIN: 11127538) as Non-Executive Director:

The Company, on the recommendation of the Nomination and Remuneration Committee, appointed Mrs. Tejaswini Dalvi as an Additional (Non-Executive) Director of the Company with effect from May 29, 2025. Further, the shareholders of the Company, vide Postal Ballot dated August 14, 2025, regularized the appointment of Mrs. Tejaswini Dalvi as a Non-Executive Director with effect from May 29, 2025.

• Retirement of Mr. Satish Chitale (DIN: 08149259) as Independent Director:

During the year, Mr. Satish Chitale ceased to be an Independent Director of the Company with effect from May 29, 2025, on account of completion of his term.

Subsequent to closure of the financial year i.e March 31, 2026:

• Mr. Vijay Sane (DIN: 10153927), resigned from the position of Independent Director due to pre-occupation with effect from April 16, 2026.

• Mrs. Bharati Palkar (DIN: 00136185) was re-appointed as a Whole-Time Director of the Company for a further period of 3 years with effect from July 20, 2026, to July 19, 2029.

• Mr. Rahul Chitnis (DIN: 06634770) was appointed as an Additional (Independent) Director of the Company with effect from July 15, 2026, to hold office up to the ensuing 33rd AGM. Further, it is proposed to regularize the appointment of Mr. Rahul Chitnis as an Independent Director of the Company at the 33 rd AGM for a period of 1 year, with effect from July 15, 2026. The resolution for appointment of Mr. Rahul Chitnis forms part of the Notice of the 33rd AGM.

13. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declarations from each Independent Director under Section 149(7) of the Act that they meet the criteria of independence laid down in Section 149(6) of the Act along with a declaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also furnished the declaration pursuant to Regulation 25(8) of the SEBI Listing Regulations affirming compliance to the criteria of Independence as provided under Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have individually confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the Management and have fulfilled all the conditions as specified under the governing provisions of the Act and the SEBI Listing Regulations.

Further, the Independent Directors have also confirmed that they have complied with the Companys code of conduct.

14. STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company including newly appointed Independent Directors, possess the highest standard of integrity, relevant expertise and experience required to best serve the interest of the Company.

15. BOARD MEETINGS HELD DURING THE YEAR:

During the year, four (4) meetings of the Board of Directors were held. The intervening gap between the Meetings was within the period prescribed under the Act and the SEBI Listing Regulations read along with the circulars issued thereunder and as amended from time to time in this regard. The details of the meetings and attendance of directors are furnished in the Corporate Governance Report which forms part of this Annual Report attached as Annexure - VI to the Boards Report.

16. COMMITTEES OF THE BOARD:

The Board currently has four (4) mandatory committees under the Act and the SEBI Listing Regulations namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

All the recommendations of the above Committees have been accepted by the Board. A detailed update on the Board, its Committees, its composition, detailed charter including terms of reference of various Board Committees, number of board and

committee meetings held and attendance of the directors at each meeting is provided in the Corporate Governance Report, which forms part of this Annual Report.

17. NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted the Nomination & Remuneration Policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel (KMP) and their remuneration.

The details of Remuneration Policy are stated in the Corporate Governance Report. The details of this policy have been posted on the website of the Company available at https://www.indoaminesltd.com/Investors/Policies .

18. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

In compliance with the provisions of Section 134(3)(p) of the Act and Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board carried out an annual evaluation of its own performance, that of individual Directors and also of the Committees of the Board.

The Board has carried out an annual evaluation of its own performance, Board Committees and Individual Directors and Chairperson. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter-se between board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, etc., which is in compliance with applicable laws, regulations and guidelines. The performance of each Committee was evaluated by the Board, based on the report of evaluation received from respective Board Committee Members.

The performance evaluation of the Independent Directors was also carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors at their separate meeting held on February 07, 2026. The Board of Directors expressed their satisfaction with the evaluation process.

The details of the evaluation process are set out in the Policy on Board Evaluation of the Company and the same is available on the Companys website at https://www.indoaminesltd.com/Investors/Policies .

19. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of training and familiarization Programme have been provided under the Corporate Governance Report.

20. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report forms part of the Boards Report.

21. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company has also implemented several best governance practices. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. The report on Corporate Governance as per Regulation 34(3) read with Para C of Schedule V of the SEBI Listing Regulations forms part of the Annual Report and is annexed herewith as Annexure - VI . Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

22. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force), the Board of Directors of your Company confirm that;

i. In the preparation of the annual accounts for the year ended March 31,2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii. The Directors 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 as at March 31,2026 and of the profits of the Company for the year April 01,2025 to March 31,2026.

iii. The Directors 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;

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

23. AUDIT REPORTS AND AUDITORS:

Statutory Auditor:

M/s. Kulkarni & Khanolkar, Chartered Accountants (Firm Registration No. 105407W), were appointed as Statutory Auditors of the Company for a period of 5 years from the conclusion of the 31st AGM till the conclusion of the 36th AGM of the Company, to be held for the financial year 2029-30.

The Auditors Report for the financial year ended March 31,2026, on the financial statements of the Company forms a part of this Annual Report. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Auditors Report which calls for any further comments or explanations.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, M/s. AVS & Associates, Practicing Company Secretaries, were re-appointed as Secretarial Auditors of the Company for a term of five (5) consecutive financial years from FY 2025-26 to FY 2029-30, at the 32nd AGM held on September 24, 2025.

The Secretarial Audit Report for the financial year ended March 31,2026, is annexed herewith as Annexure-N forming part of this Report.

There are no qualifications, reservations, adverse remarks or disclaimers in the Secretarial Audit Report.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Act and rules made thereunder and applicable provisions of SEBI Listing Regulations, the Board of Directors of the Company, on the recommendation of the Audit Committee, at its meeting held on May 22, 2025, re-appointed M/s. V. V. Rane & Co., Chartered Accountants as Internal Auditor of the Company for the Financial Year 2025-26 to conduct the internal audit of the Company.

The remuneration/fees payable to the Internal Auditor for FY 2025-26 were as approved by the Board, i.e., not exceeding ^ 12,50,000/- excluding applicable taxes and reimbursement of expenses.

24. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2026 in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www. indoaminesltd.com/Investors/Policies .

25. RELATED PARTY TRANSACTIONS:

In line with the requirements of the Act and amendments to the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

The policy on related party transactions is available on the Companys website at https://www.indoaminesltd.com/Investors/ Policies.

All related party transactions are placed before the meeting(s) of Audit Committee for its review and approval. Prior/Omnibus approval of the Audit Committee is obtained on an annual basis for a financial year, for the transactions which are foreseen and repetitive in nature. The statement giving details of all related party transactions entered pursuant to the omnibus approval together with relevant information are placed before the Audit Committee for review and updated on a quarterly basis.

All Related Party Transactions entered during the year were in the ordinary course of Business and on an arms length basis. During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Hence, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

The details of such related party transactions are available in the Notes to the Standalone financial statements section of this Annual Report. Further, the Related Party Transactions for the half year ended September 30, 2025 and March 31,2026, are available on the website of the Company at https://www.indoaminesltd.com.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

In compliance with the provisions of Section 134(3)(m) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014, the information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo for the year ended March 31,2026, are given in Annexure - III and forms part of the Boards Report.

27. LOANS AND INVESTMENTS:

Details of loans, guarantees and investments made under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31,2026, are set out in Note 4 & 8 to the Standalone Financial Statements, forming part of this Annual Report.

28. RISK MANAGEMENT POLICY:

As per provisions of the Act and as part of good Corporate Governance, the Company has laid down the procedures to inform the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plans for the Company. The main objective is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. The Audit Committee of the Company has periodically reviewed the various risks associated with the business of the Company. Such review includes risk identification, evaluation and mitigation of the risk.

29. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has in place Internal Financial Control system, commensurate with the size, scale and complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls, statutory compliances and other regulatory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The finance department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

M/s. Kulkarni & Khanolkar, Chartered Accountants, Statutory Auditors of the Company have monitored & evaluated the efficacy of Internal Financial Control Systems in the Company, and its compliance with operating systems, accounting procedures & policies at all the locations of the Company. Based on the report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations and recommendations along with corrective action suggested thereon are presented to the Audit Committee of the Board. The Company is periodically following all the applicable Indian Accounting Standards for properly maintaining the books of account and reporting Financial Statements.

30. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the applicable provisions of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the IEPF Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year, the Company has transferred the unclaimed and unpaid dividend of ? 15,26,371/- to IEPF Authority. Further corresponding shares on which dividend were unclaimed for seven consecutive years were transferred to IEPF Authority as per the requirements of the IEPF Rules. Year-wise amounts of unpaid/ unclaimed dividends lying in the unpaid account up to the year, and the corresponding shares, which are liable to be transferred are provided in the Corporate Governance Report and are also available on the Companys website at www.indoaminesltd.com.

31. CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act.

The present CSR initiatives of the Company focus on recognized activities mentioned in Schedule VII of the Act. The CSR policy is available on the website of the company at https://www.indoaminesltd.com/investors/policies/CSR policy/ and the Report on CSR activities as required under Section 135 of the Act is annexed herewith as Annexure - IV to this Board Report.

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

During the year, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2025-26 and the date of this Report, apart from those disclosed above.

33. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behavior in all its operations and in terms of the provisions of Section 177 of the Act, the Company has implemented a Vigil Mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected Companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

A high-level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be faced to any person for a genuinely raised concern. During the year under review, no personnel of the Company approached the Audit Committee on any issue falling under the said policy.

The Whistle Blower Policy/ Vigil Mechanism Policy is available on the website of the Company at https://www.indoaminesltd.com/ investors/policies/whistle blower policy/.

34. ENVIRONMENTAL, SAFETY AND HEALTH:

Your Company is committed to ensure a sound Safety, Health and Environment (SHE) performance related to its activities, products and services. Your Company used to refer to laws, rules, regulations, professions, programs, and workplace efforts to protect the health and safety of employees and the public as well as the environment from hazards associated with the workplace. The enhanced level of training on Process and Behavior based safety, adoption of safe & environmentally friendly production process, installation of bioreactors, chemical ROs, multiple effect evaporator and Incinerator, etc. to reduce the discharge of effluents, commissioning of Waste Heat recovery systems, and so on to ensure the Reduction, Recovery and Reuse of effluents & other utilities. Monitoring and periodic review of the designed SHE Management System are done on a continuous basis.

35. PARTICULARS OF EMPLOYEES:

The details in terms of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure - V The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may also be obtained by the members by writing to the Company Secretary of the Company.

36. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has framed a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has complied with the provisions relating to the constitution of the Internal Complaints Committee under the said Act.

The Company has arranged various interactive awareness workshops in this regard for the employees at the manufacturing sites, R & D division & other offices during the year under review. The Company has submitted the Annual Returns to the local authorities, as required under the above-mentioned Act.

During the financial year ended March 31,2026, details required as per Rule 8 of Companies (Accounts) Rules, 2014 are mentioned below:

Sr No.	Particulars	No. of Complaints
1.	Number of complaints of sexual harassment received during the year	0
2.	Number of complaints disposed off during the year	N.A.
3.	Number of cases pending for more than ninety days	N.A.

37. COMPLIANCE ON MATERNITY BENEFIT ACT, 1961:

The Company has complied with the applicable provisions of Maternity Benefit Act, 1961 for female employees of the Company with respect to leaves and maternity benefits thereunder.

38. HUMAN RESOURCE MANAGEMENT:

We take this opportunity to thank employees at all levels for their dedicated service and contributions made towards the growth of the Company. The relationship with the workers of the Companys manufacturing units and other staff has continued to be cordial.

To ensure good human resources management at the Company, we focus on all aspects of the employee life cycle. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs.

In terms of Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the employee(s) drawing remuneration in excess of limits set out in said rules forms part of this Directors Report in Annexure - V if any.

39. INSURANCE OF ASSETS:

All the fixed assets, finished goods, semi-finished goods, raw material, packing material and goods of the Company lying at different locations have been insured against fire and allied risks.

40. GENERAL:

i. The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

ii. During the year, there are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

iii. The Managing Director & Chief Executive Officer along with the Joint Managing Director of the Company has not received any remuneration or commission from any of the subsidiary companies. Further the Company does not have any Holding Company.

iv. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

v. The Company has not issued any sweat equity shares to its directors or employees;

vi. During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Board or Audit Committee, as required under Section 134(3)(ca) and 143(12) of the Act, any instances of frauds committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

vii. There was no change in the nature of business of the Company during the financial year.

viii. The Company is required to maintain cost records pursuant to Section 148 of the Act, and the said records and accounts are duly maintained.

ix. Considering the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the members of the Company and others entitled thereto. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

41. BANK AND FINANCIAL INSTITUTIONS:

The Board of Directors of the Company are thankful to their bankers for their continued support with the Company.

42. ACKNOWLEDGEMENTS:

Your directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your directors take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and cooperation towards the progress of your Company.

On behalf of the Board of Directors For Indo Amines Limited

	Sd/-
Place: Dombivli	Pradeep Thakur
Date: August 12, 2026	Chairman & Director
	DIN: 00685992
Registered office:
W-44, Phase - II, MIDC, Dombivli (E)
Dist. Thane - 421 203