Indo Amines Ltd Directors Report

Directors Report

To,

The Members,

INDO AMINES LIMITED

The Board of Directors are pleased to present the 32nd Annual Report of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended on 31st March, 2025.

1. FINANCIAL RESULTS:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Gross Total revenue	1,07,143.28	94,002.26	109,383.27	95,915.55
Profit before tax and exceptional item	8,187.49	5,953.49	7,694.49	5,826.05
Profit for the year (after tax and attributable to shareholders)	6,139.98	4,449.34	5,589.53	4,297.36
Other Comprehensive Income for the year (not to be reclassified to P&L)	-1.70	-1.73	-1.70	1.53
Other Comprehensive Income for the year (to be reclassified to P&L)	-	-	-	-
Surplus brought forward from last balance sheet	19,156.10	15,110.31	19,578.94	15,685.64
Profit available for appropriation	6,138.72	4,448.05	5,588.26	4,274.99
Appropriations:
Dividend	353.49	353.49	353.49	353.49
Tax on Dividend
Other	-	48.59	1.24	52.36
Surplus carried forward	24,941.33	19,156.10	24,814.95	19,578.94

2. COMPANY PERFORMANCE:

Standalone:

During the financial year 2024-2025, total revenue of the Company on standalone basis is Rs. 1,07,143.28 as against Rs. 94,002.26 in the previous year. Profit before Tax of Rs. 8,187.48 as against Rs. 5,953.49 in the previous year. Profit after Tax of Rs. 6,139.98 as against Rs. 4,449.34 in the previous year.

Consolidated:

During the financial year 2024-2025, total revenue of the Company on consolidated basis is Rs. 109,383.27 as against Rs. 95,915.55 in the previous year. Profit before Tax of Rs. 7,694.49 as against Rs. 5,826.05 in the previous year. Profit after Tax of Rs. 5,589.53 as against Rs. 4,297.36 in the previous year.

3. DIVIDEND:

The Board of Directors at their meeting held on 22nd May, 2025, has recommended a dividend of 10% i.e. 50 paisa per equity share of the face value of Rs. 5/- (Rupee Ten only) each for the financial year ended March 31,2025. The total final dividend payout will amount to Rs. 362.94 lakhs. 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 17th September, 2025. The Shareholders of your Company are requested to note that the IncomeTax Act, 1961, as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a Company after 1st April, 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 32nd (Thirty-second) Annual General Meeting of the Company, forming a part of this Annual Report.

4. CONSOLIDATED FINANCIAL STATEMENTS:

As required pursuant to the provisions of Section 129 of the Companies Act, 2013, and theSEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements 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 Subsidiary.

As per the provisions of Section 136 of the Companies Act, 2013, the audited financial statements, including the CFSand related information of the Company and the separate financial statements of each of the subsidiary company are available on the Companys website at https://www.mdoa minesltd/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 2024-25, the Company did not accept any deposit within the meaning of sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

6. CREDIT RATING:

During the year, CRISIL have accorded a credit rating of"A- Stable" to our Company.

7. LISTING OF SHARES:

Your Companys shares are listed on BSE & NSE respectively. The annual listing fees for the financial year 2025 -26 to BSE & NSE has been paid by the Company.

8. TRANSFERTO RESERVE:

The Company has not transferred any amount to the Reserve for the financial year ended March 31, 2025.

9. SUBSIDIARIES/ JOINT VENTURES & ASSOCIATE COMPANYS:

As on 31st March, 2025, the Company had the following subsidiaries companies:

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	Subsidiary

Accordingly, the consolidated financial statements of the Company and all its subsidiaries companies 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 in the prescribed Form AOC-1is attached as Annexure-1 forms part of the Boards report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and consolidated financial statements has been placed on the website of the Companv.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 access on the companys website www.indoaminesltd.com

Pursuant to notification issued by 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 2024-25, no company ceased to be a subsidiary of the company and your company does not have any associates or joint ventures.

11. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE FINANCIAL YEAR 2024-25:

Board of Directors

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mrs. Bharati V Palkar (DIN: 00136185) and Mr. Jayprakash A. Shetty (DIN:07980763) of the Company, are liable to retire by rotation at the 32nd Annual General Meeting and being eligible, offers themselves for re-appointment.

Following are the changes in Directors and Key Managerial Personnel of the Company for the financial year 2024-25:

• Re-Appointment of Mr. Ajay Marathe (DIN: 09522762) as an Independent Director of the Company:

During the year, the Company has appointed Mr. Ajay Marathe (DIN: 09522762) as a Independent Director of the Company for the period of five years with effect from 28th February, 2025 to 27th February, 2030. Further, the Company has taken the approval of shareholders byway of Special Resolution in 31st Annual General Meeting (AGM) which was held on September 24, 2024.

• Re-Appointment of Mr. Pradeep Thakur (DIN: 00685992) as an Independent Director of the Company:

During theyear, the Company has appointed Mr. Pradeep Thakur (DIN: 00685992) as an Independent Director of the Company for the period of five years with effect from 25th February, 2025 to 24th February, 2030. Further, the Company has taken the approval of shareholders by way of Special Resolution in 31st Annual General Meeting (AGM¹) which was held on September 24,2024.

• Appointment of Mr. Saji Jose (DIN: 10650311) as an Whole Time Director of the Company

During theyear, the Company has appointed Mr.Saji Jose(DIN: 10650311) as an Whole Time Director of the Company with effect from 1st June, 2024 to 31st May 2027. Further, the Company has taken the approval of shareholders by way of Special Resolution in postal Ballot which was held on May 22,2024.

• Retirement of Mr.Rohan Deshpande (DIN: 09520645) as an Independent Director of the Company:

The term of office of Mr. Rohan Deshpande (DIN: 09520645) as an Independent Director ended on 25th February, 2025 and consequently he ceased to be an Independent Director of the Company with effect from close of business hours on 25th February, 2025. The Board places on record its sincere appreciation of the contribution made by him during his association with the Company.

• Resignation of Mr. Keyur Chitre (DIN: 07800503) as an Whole time Director of the Company:

Mr. Keyur Chitre (Dl N:07800503) as a Whole-Time Director of the Company has resigned with effect from 31 st May, 2024. The Board places on record its sincere appreciation of the contribution made by him during his association with the Company.

• Resignation of Dr. Deepak Kanekar (DIN: 02570268) as an Non-Executive Director of the Company:

Dr. Deepak Kanekar (DIN: 02570268) Non-Executive Non Independent Director of the Company has resigned from the designation of Director of the Company with effect from 21 st May, 2024. The Board places on record its sincere appreciation of the contribution made by him during his association with the Company.

Subsequent to closure of the financial year i.e March 31,2025:

1. Mr. Satish Chitale (DIN: 08149259), Non-Executive Independent Director, retired on completion of his term with effect from closure of business hours on 29th May, 2025.

2. Ms.Tejaswini Dalvi (DIN: 11127538), was appointed as Non-Executive Non-Independent Director with effect from 29th May, 2025, subject to shareholders approval

12. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 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 Listing Regulations affirming compliance to the criteria of Independence as provided under Regulation 16(1)(b) of the 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 Companies Act, 2013 and the Listing Regulations..

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

13. 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 new appointment possesses highest standard of integrity, relevant expertise and experience required to best serve the interest of the Company.

14. BOARD MEETINGS HELD DURING THEYEAR:

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 Companies Act, 2013 and SEBI (LODR) Regulations, 2015 along with circulars and regulations issued under 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 -Vl to the Boards Report.

15. COMMITTEES OF THE BOARD:

The Board currently has Four (4) mandatory committees under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 has 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.

16. NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 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 http:// www.indoaminesltd.com/lnvestors/Policies.

17. 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 as also Committees of the Board.

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 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 Committees.

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 11th February, 2025. 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 http:// www.indoaminesltd.com/lnvestors/Policies

18. FAMILIARISATION PROGRAMME FORTHE INDEPENDENT DIRECTORS:

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has putin 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.

19. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34(2) read with the Schedule V of the Listing Regulations, the Management Discussion and Analysis Report for the financial year is shown in a separate section forming part of the Annual Report.

20. CORPORATE GOVERNANCE:

The Company is committed to maintain 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)/of the Listing Regulations forms part of the Annual Report 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.

21. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 (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 31st March, 2025, 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 31st March, 2025 and of the profis of the Company for the year 1st April, 2024 to 31st March, 2025.

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.

22. AUDIT REPORTS AND AUDITORS:

Statutory Auditor:

M/s. Kulkarni & Khanolkar, Chartered Accountants (Firm Registration No. 105407W), were appointed as Statutory Auditors of the Company fora period of 5 years from the conclusion of 31st Annual General Meeting of the Company till the conclusion of 36th Annual General Meeting of the Company going to be held in FY 2029-2030.

The Auditors Report for the financial year ended 31st March, 2025 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 AuditorsReport, which calls for any further comments or explanations.

Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the cost records are required to be maintained by your Company and the same are required to be audited. The Company accordingly maintains the required cost accounts and records.

Your Board of Directors had, on recommendation of the Audit Committee, at its Meeting held on 22nd May 2024, re-appointed M/s. Gangan & Company, Cost Accountants (FRN:100651) as the "Cost Auditors" of the Company for the Financial Year 2024-25.

Further, your Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on 12th August, 2025, re-appointed M/s. Gangan & Company, Cost Accountants (FRN:100651) as the"Cost Auditors" of your Company for the Financial Year 2025-26, subject to ratification of their remuneration at the ensuing 32nd (Thirty-Second) AGM. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Report, which calls for any further comments or explanations.

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, your Board of Directors had, on the recommendation of the Audit Committee, at its Meeting held on 22nd May, 2024, appointed M/s. AVS & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the financial year ended March 31,2025 is annexed herewith asAnnexure -llform parts of the Boards Report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

Further, in terms of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, the Board of Directors has, on the recommendation of the Audit Committee, approved the appointment of M/s. AVS & Associates, as the Secretarial Auditors of the Company, to hold office for a term of five (5) consecutive years with effect from financial year 2025-26 to financial year 2029-30, subject to approval of the Members of the Company at the ensuing AGM. Accordingly, a resolution seeking Members approval for appointment of Secretarial Auditors of the Company forms part of the Notice of the 32nd AGM forming part of this Integrated Annual Report.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under (including any amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Companion recommendation of Audit Committee, at their meeting held on 22nd May, 2024, had appointed M/s.V.V Rane &Co„ Chartered Accountants as an Internal Auditors of the Company for the Financial Year 2024-2025, to conduct Internal Audit of the Company.

Further, your Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on 22nd May, 2025, reappointed M/s. V.V Rane & Co., Chartered Accountants as an Internal Auditors of the Company for the Financial Year 2025-26.

23. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on 31 st March, 2025 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 http://www.indoaminesltd.com/lnvestors/Policies

24. RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, the Company has formulated a revised 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 http://www.indoaminesltd.com/lnvestors/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 fora financial year,forthe transactions which are of a foreseen and repetitive in nature. The statement giving details of all related party transactions entered into pursuant to the omnibus approval together with relevant information are placed before the Audit Committee for review and updated on quarterly basis.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at 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 Companies Act, 2013 inForm AOC-2is not applicable.

The details of such related party transactions are available in the Notes to the Standalone financial statements section of this Annual Report. As well as Related Party Transactions forthe HalfYear ended 30th September, 2024 and 31st March, 2025 are available on the website of the Company at http://www.indoaminesltd.com

25. CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGE EARNINGS AND OUTGO:

In compliance with 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 31st March, 2025, are given in Annexure - III and forms part of the Boards Report.

26. LOANS AND INVESTMENTS:

Details of loans, guarantees and investments made under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2025, are set out in Note 4 & 8 to the Standalone Financial Statements have been disclosed in the forming part of this Annual Report.

27. RISK MANAGEMENT POLICY:

As per provisions of the Companies Act, 2013 and as part of good Corporate Governance, the Company has laid down the procedures to inform to 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 pro-active approach in reporting, evaluating and resolving risks associated with the business. The Audit Committee of the Company has periodically reviewed the various risk associates with business of the Company. Such review includes risk identification, evaluation and mitigation of the risk.

28. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has in place Internal Financial Control system, commensurate with 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 system 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 monitor & evaluate the efficacy of Internal Financial Control System in the Company, it is in compliance with operating system, accounting procedures & policies at all the locations of the Company. Based on 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.

29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF 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 dividend of the FY2016-17 of Rs. 21,13,339/- 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.

30. CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013.

The present CSR initiatives of the Company focuses on recognized activities mentioned in Schedule VII of the Companies Act, 2013. The CSR policy is available on the website of the company http://www.indoaminesltd.com/investors/policies/CSR policy/ and the Report on Corporate Social Responsibility (CSR) activities as required under Section 135 of the Companies Act 2013 is annexed herewith as Annexure-IV to this Directors Report.

31. 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 2024-25 and the date of this report.

32. 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 Companies Act, 2013, the Company has implemented a Vigil Mechanism named Whistle Blower Policy to deal with instance 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 meted out to any person fora 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: http://www.indoaminesltd.com/investors/Dolicies/ whistle blower policy/

33. ENVIRONMENTAL, SAFETY AND HEALTH:

Your Company is committed to ensure a sound Safety, Flealth 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 & environmental 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.

34. PARTICULARS OF EMPLOYEES:

The details in terms of Section 197 of the Companies Act, 2013 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 Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may be also obtained by the members by writing to the Company Secretary of the Company.

35. 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 & Redressal) Act, 2013 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.

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 31,2025, 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.

36. 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 there under.

37. HUMAN RESOURCE MANAGEMENT:

We take this opportunity to thank employees at all levels for their dedicated service and contribution 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 lifecycle. 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 Companies Act, 2013, 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.

Considering the first proviso to Section 136(1) of the Companies Act, 2013, 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.

38. 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.

39. 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 system 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 & CEO of the Company has not received any remuneration or commission from any of the subsidiary companies. Further the Company doesnt 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 Companies Act, 2013, 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. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Compa ny and others entitled thereto. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

40. BANK AND FINANCIAL INSTITUTIONS:

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

41. 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 12,2025	Chairman & Director
	DIN:00685992