Indobell Insulations Ltd Directors Report

TO

THE MEMBERS

INDOBELL INSULATIONS LIMITED

Your Directors are pleased to present the 54th Annual Report on the business, operations and performance of your Company (the Company or Indobell Insulations Limited) together with the audited financial statements, for the financial year ended March 31, 2026.

FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY

The Financial Results for the Financial Year ended March 31, 2026 and the corresponding figure for the previous year are as under:

	(Rs. in Lakhs except EPS)
Particulars	2025-2026	2024-2025
Revenue from Operations	1557.90	2572.91
Other Income	157.12	77.18
Total Income	1715.02	2650.09
Total Expenditure	1613.01	2347.07
Profit before Prior Period Expenses and Extraordinary Income	102.01	303.02
Profit before tax	102.01	303.02
Profit on Sale of Assets	1.60	0.00
Less: Current Tax	24.56	86.23
Deferred Tax	-1.39	-1.80
Profit After Tax	80.44	218.59
Basic Earnings per Share (in )	1.28	3.47
Diluted Earnings per Share (in )	1.28	3.47

STATE OF COMPANYS AFFAIRS AND FINANCIAL REVIEW

During the financial year ended March 31, 2026, the Company has achieved total revenue from operations and other income of Rs 1715.02 lakhs. The profit after tax is Rs 80.44 lakhs.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

UTILISATION OF FUNDS RAISED THROUGH IPO

In the IPO which came out in 2025, Rs. 41 lakhs was raised for funding capital expenditure towards purchases of additional plant and machinery. The amount has been kept in the bank in a Fixed Deposit Account and would be utilized as and when the plant machinery is purchased.

DEMATERIALISATION OF SHARES

During the year under review, the Company has entered into tripartite agreements for dematerialization of equity shares with the Integrated Registry Management Services Private Limited, National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2026, the share of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company.

ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During the FY 2025-26, there were no Alteration of Memorandum and Articles of Association.

OPERATING PERFORMANCE

The companys main objective is to provide Thermal Insulation solutions to various industries with an eye on energy saving solutions in reducing carbon emission. The Company is manufacturing Thermal Insulation Jackets, Nodulated wool for the friction industry. The performance of the Company during the year under review was satisfactory. Your Company Will try to improve the operational performances of the Company in the years to come.

SEGMENT-WISE PERFORMANCE

As a matter of policy, the Management reviews the disclosure requirement of segment wise reporting and as the Company stands as a Manufacturer and Contractor of Insulation Products and Prefabricated Thermal Insulation Jackets, which are subject to same risk and returns, hence there is one primary segment in AS-17, a separate disclosure on reporting by business segment is not required. The analysis of geographical segments is based on the areas in which the Company operates.

PRODUCT ENHANCEMENT AND EXPANSION PLANS

Thermal Insulation industry demands an upgradation in technology, innovative solutions, fuel saving concepts etc. As such your company has already started exploring energy saving products for the industry with which we would start approaching Industries, also in intent to reduce carbon emission which would also contribute to the environment. The Company has successfully made an entry into the export market competing with Multinational companies hence export future looks very bright.

FUTURE OUTLOOK

With the Indian economy set to grow at the rate of more than 5%, there is an indication of Industrial growth and as such the companys future path appears very encouraging.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

As required under Section 134(3)(q) of the Companies Act 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, the Company has in place a proper and adequate internal financial control system commensurate with the size, scale, complexity and nature of its business operations. Proper policies and procedures are adopted ensuring the orderly and efficient conduct of business, including the safeguarding of its assets, prevention, and detection of errors and frauds, accuracy and completeness of the accounting records and timely preparation of reliable financial information and the same is reviewed at regular intervals depending upon the situation of business of the Company.

The Company s management has assessed the effectiveness of the Company s internal financial control over financial reporting as of March 31, 2026. The Statutory Auditors of the Company have, in their Report on Internal Financial Control, certified that the same are adequate in all material respects. Present internal financial control measures are tested over time and no material reportable weakness in the design or operation was observed.

The controls comprise of:

a) Officials of the Company have defined authority and responsibilities within which they perform their duty;

b) All the Banking transactions are under joint authority and no individual authorization is given;

c) Maker-checker system is in place:

d) Any deviations from the previously approved matter require fresh prior approval:

DIVIDEND

The Board of Directors of your Company have not declared any dividend for the F.Y. 2025-2026.

SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURES

The Company has no subsidiaries, associates, or joint ventures.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business/ operation of the company during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and as per the Articles of Association of the Company Mr. Man Mohan Burman (DIN: 00591026), Executive Director, would retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of the above-named Director with a view to avail his valuable advices and wise council. A brief profile of the Director seeking re-appointment required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 is given in the Notice of the AGM.

In the Board Meeting held on 22nd May 2026, Mr. Mayank Burman was appointed as the CEO of the Company w.e.f. 1st June 2026.

None of the Directors of the Company are disqualified from being appointed/re-appointed as Directors, as specified in Section 164 of the Companies Act, 2013.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Management Personnel of the Company are Mr. Vijay Burman, Chairman and Managing Director, Mr. Man Mohan Burman, Executive Director, Ms. Megha Burman, Executive Director, Mr. Mayank Burman, CEO, Mr. Abhirup Bose, Chief Financial Officer and Mr. Sanjay Agarwal, Company Secretary.

WOMEN DIRECTOR

Ms. Anjana Dikshit (DIN: 10377490) was appointed at the EGM held on 24.6.2024 and continues as the Women Director on the Companys Board in conformity with the requirements of Section 149(1) of the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

DECLARATIONS FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 confirming that each of them have met the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (the Listing Regulations) as amended.

FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS

The Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties and responsibilities.

ANNUAL EVALUATION OF BOARDS PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and in line with our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Boards Committees was undertaken. This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board and Committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the

Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was given to the Directors.

BOARD MEETINGS

During the Financial Year 2025-26, Five Board Meetings were held. The meeting of the Board of Directors was held on 24th May 2025, 6th August 2025, 12th November 2025, 17th December 2025 and 13th March 2026.

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

The composition and the attendance of the members at these meetings are as follows:

NAME OF DIRECTORS	CATEGORY OF DIRECTORSHIP	NUMBER OF BOARD MEETINGS ATTENDED
Mr. Vijay Burman	Chairman and Managing Director	5
Mr. Man Mohan Burman	Executive Director	5
Ms. Megha Burman	Executive Director	2
Mr. Avinash Singh	Non-Executive Director	5
Mr. Sudeep Sanyal	Independent Director	3
Ms. Anjana Dikshit	Independent Director	5

COMMITTEES OF THE BOARD A. AUDIT COMMITTEE

During the financial year ended 31st March 2026 Four Audit Committee Meetings were held on

24th May 2025, 6th August 2025, 12th November 2025 and 13th March 2026. The composition and the attendance of the members at these meetings are as follows:

NAME OF DIRECTORS	CATEGORY	NATURE OF DIRECTORSHIP	NUMBER OF AUDIT COMMITTEE MEETINGS ATTENDED
Ms. Anjana Dikshit	Chairperson	Independent Director	4
Mr. Sudeep Sanyal	Member	Independent Director	2
Mr. Vijay Burman	Member	Chairman & Managing Director	4

During the year under review, there has been no instance where the recommendations of the Audit Committee has not been accepted by the Board. The terms of reference of the Audit Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations.

B. NOMINATION AND REMUNERATION COMMITTEE

During the financial year ended 31st March 2026 two Nomination and Remuneration Committee

Meetings were held on 10th May 2025 and 17th December 2025. The composition and the attendance of the members of the Nomination and Remuneration Committee at these meetings are as follows.

NAME OF DIRECTORS	CATEGORY	NATURE OF DIRECTORSHIP	NUMBER OF NRC MEETINGS ATTENDED
Mr. Sudeep Sanyal	Chairman	Independent Director	2
Ms. Anjana Dikshit	Member	Independent Director	2
Mr. Avinash Singh	Member	Non- Executive Director	2

During the year under review, there has been no instance where the recommendations of the Nomination and Remuneration Committee have not been accepted by the Board. The terms of reference of the Nomination and Remuneration Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Nomination and Remuneration Committee is not applicable to the Company.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the requirement of Section 178(5) of the Companies Act, 2013 Stakeholders Relationship Committee needs to be formed where there are more than 1000 shareholders. The Board in its meeting held on 19th March 2025 dissolved the Stakeholders Relationship Committee as the number of members were less than 1000.

MEETING OF THE INDEPENDENT DIRECTORS

During F.Y. 2025-26, one meeting of the Independent Directors was held. The meeting was held on 13th March 2026. At this meeting, the Independent Directors have discussed, among other matters, the challenges faced by the Company, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

LOANS, GUARANTEES, OR INVESTMENTS

Particulars of loans given and taken, the investment made, the guarantee given if any, and the purpose for which the loan or guarantee and investment are proposed to be utilized are as per the provisions of Section 186 of the Companies Act, 2013 and are disclosed in the Notes to Financial Statement for the financial year ended 31st March 2026.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of Sub-section (3) of Section 134 of the Companies Act, 2013 shall state that:

1. In the preparation of the annual accounts for the year ended 31st March 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;

2. 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 2026 and the profit of the Company for the year ended on that date;

3. The Directors have taken proper and sufficientcare for the maintenance of records in accordance with the provision of the Companies Act, 2013 for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

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

5. Proper internal financial control laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. The Directors have devised Proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively .

PREVENTION OF INSIDER TRADING & STRUCTURED DIGITAL DATABASE

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

The Company has implemented the Code of Internal Procedure & Conduct as required under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company has also in existence a Structured Digital Database as mandated under the above Regulations.

TRANSFER TO RESERVES

An amount of Rs. 80.44 lakhs were transferred to the reserves during the financial year ended 31 st March 2026.

PUBLIC DEPOSITS

During the financial year 2025-2026, your Company has neither accepted nor renewed any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company does not have any outstanding amount qualified as deposit as on 31st March 2026.

MATERIAL CHANGES & COMMITMENTS

There are no material changes or commitments affecting the financial position of the Company occurring between the dates of the Financial Statement & the Boards Report.

CORPORATE GOVERNANCE

Your Company complies with the provisions relating to Corporate Governance to the extent applicable to it. Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company is exempted from Para C of Schedule V which requires disclosures to be made in the section on Corporate Governance of the Annual Report, Para D of Schedule V relating to declaration by CEO on compliance with the Code of Conduct and Para E of Schedule V relating to Compliance Certificate on Governance report, declaration by CEO on Code of Conduct and Compliance Certificate included in this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND RESEARCH AND DEVELOPMENT

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided in Annexure-A to this report and forms part of this report.

DISCLOSURES RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULAR OF EMPLOYEES

In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with Rules issued thereunder and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of Directors at its meeting formulated the Remuneration Policy of the Company. The Remuneration Policy of the Company set out on the website: www.indobell.com Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out as Annexure - B to this report forming part of this report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of top ten employees forms part of the Annual Report.

ANNUAL RETURN

The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is placed on the website of the company.

STATUTORY AUDITORS

Pursuant to Section 139(2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, M/s Bandyopadhyay & Dutt, Chartered Accountants, Bearing Membership No. 055658 (Firm Registration No. 325116E), were appointed at the AGM held on September 27, 2023 as the Statutory Auditors of the Company for a period of five years i.e. till the Financial Year ending 31 st March 2028.

The Statutory Auditors Report is annexed to this Annual Report. The Statutory Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments.

MAINTENANCE OF COST RECORDS AND COST AUDIT

The requirement of maintenance of cost records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013, and audit of cost records were not applicable to the Company during the year under review.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Company Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company had appointed Ms. Prachi Todi, Practicing Company Secretary to conduct the Secretarial Audit of your Company.

The Secretarial Audit Report is annexed herewith as Annexure C to this report forming part of this report.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rule 13 of the Companies (Accounts Rules) 2014, and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or enactment thereof for the time being in force), and on recommendation of the Audit Committee, M/s Basu Chatterjea & Co., Chartered Accountants (FRN No: 301066E) were appointed as the Internal Auditor of the Company from 31st May 2026 to 30th May 2027, to conduct an internal audit of the functions and activities of the company for the Financial Year 2026-27 at such remuneration as may be mutually agreed upon between the Board of Directors / Audit Committee and Internal Auditors.

The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time. There are no qualifications or adverse remarks of the Internal Auditor in the Report issued by them for the Financial Year 2026-27 which calls for any explanation from the Board of Directors.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, neither any application was made nor any proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditor and Internal Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under Section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a comprehensive Policy on Prevention of Sexual Harassment ( POSH ) at the Workplace and has constituted an Internal Complaints Committee (ICC) as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year 2025-26:

Particulars	Status
Number of Complaints received	Nil
Number of Complaints disposed off	Nil
Number of complaints pending beyond 90 days	Nil
Number of workshops or awareness programs against sexual harassment carried out	One
Nature of action taken by the employer or District Officer	Nil

During the Financial Year 2025-26, one Complaint was received by the Internal Committee and the Internal Committee dismissed the same as it did not come under POSH .

NUMBER OF EMPLOYEES	Status
Total no of employees as on the closure of the Financial Year 2025-26	30
No. of Female Employees	7
No. of Male Employees	23
No. of Transgender	0

POLICY ON MATERNITY BENEFIT ACT, 1961

The Company hereby declares that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, and has taken all necessary measures to ensure the welfare and support of its women employees during and after pregnancy, including providing maternity leave, benefits, and creche facilities as applicable.

VIGIL MECHANISM

The Company has a Vigil Mechanism – a Whistle Blower Policy in place for its Directors and Employees to report concerns and issues in accordance with Section 177(9) and (10) of the Companies Act, 2013. In terms of the said Policy, the Directors and Employees of the Company can make protected disclosures through a letter to the Audit Committee Chairman. During the year ended on 31st March 2026, the Company did not receive any complaints under the scheme.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company does not fall within the ambit of the said Section.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, evaluate, and mitigate the operational, strategic, and external environmental risks to key business objectives. The Company fulfills its legal requirements as per the statute in monitoring and mitigating the risks through regular review of its overall operations and improving workplace safety continues to be the top priority. As of now, the Directors do not envisage any element of risk that may threaten the existence of the Company.

SIGNIFICANT AND/OR MATERIAL ORDERS

During the year under review, no significant Court in India, or any Tribunal impacting the going concern status and the Company and its operation in the future.

ADHERENCE TO THE SECRETARIAL STANDARDS

Applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to meetings of the Board of Directors and General Meetings issued by The Institute of Company Secretaries of India (ICSI), have been duly complied with by the Company.

REMUNERATION TO NON-EXECUTIVE DIRECTORS

The Non-Executive Directors of the Company are paid remuneration by way of sitting fee (as per Annexure B) for attending the meetings of the Board of Directors and its Committees.

RELATED PARTY TRANSACTIONS

The Company has entered into related party transaction in ordinary course of business and at arms length. As none of the transactions with any of the related party exceed the 10% of the turnover of the Company, there was no material related party transaction during the year under review. Thus, the disclosure of particulars of contracts or arrangements with related parties as prescribed in Form AOC-2 under Section 188(1) of the Companies Act, 2013, during the financial year ended March 31, 2026, is not applicable.

In accordance with Indian Accounting Standards (Ind AS-24), the details of Related Party Transactions are set out in the Notes to the Standalone Financial Statements.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD AND OF INDIVIUAL DIRECTORS

The Board of Directors have evaluated the performance of all Independent Directors, Non-Independent Directors. The Board deliberated on various evaluation of all Directors and after due deliberations made an objective assessment and evaluated that all the Directors in the Board have adequate expertise drawn from diverse industries and business and bring specific competencies relevant to the Companys business and operations. The Board found that the performance of all the Directors was quite satisfactory.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO 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 Rules, the shares on which dividend have not been paid or claimed by the shareholders for seven consecutive years are also to be transferred to the Demat account of the IEPF Authority. During the year, there was no unclaimed and unpaid dividend and corresponding equity shares on which dividend was unclaimed/unpaid for seven consecutive years which was required to be transferred as per the requirement of the IEPF Rules. Further, pursuant to the provisions of Section 124(6) of the Act read with the relevant Rules made thereunder, as there were no equity shares on which dividend has not been paid or claimed for seven (7) consecutive years or more, no shares are due for transfer to the IEPF as notified by the Ministry of Corporate Affairs.

OTHER DISCLOSURES

The other disclosures not commented upon in this report, pursuant to Section 134 of the Companies Act, 2013 read with rules, are not applicable to the Company for the financial year under review.

POLLUTION CONTROL MEASURES

Your Company has taken proper Pollution Control measures which are in place.

HUMAN RESOURCES DEVELOPMENT

Your Company continued to have cordial and harmonious relations with its employees at all levels during the period under review. The operations of the Company across functions have been strengthened through induction of appropriately qualified and experienced personnel. Management of your Company strongly focuses on the performance of the Managers. The Board acknowledges its thanks to all the employees for making significant contribution to your Company.

Our employees are our core resource. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective. The belief Great People create Great Organization has been at the core of the Companys approach to its people.

Your Company has conducted several training programs for its employees to improve their working. Besides this the training programs have been conducted for improving safety and health standards of the employees.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Your Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 54th Annual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and is also available at the Companys website at https://www.indobell.com

ACKNOWLDGEMENTS

Your Directors take this opportunity to express their sincere thanks to the Central Government and Governments of Various States, Financial Institutions, Bankers and Customers for their co-operation and assistance extended.

Your Directors also wish to express their deep appreciation for the integrity and hard work of all the employees of the Company at all levels to cope-up the challenging scenario and strive for the growth of your Company.

Your Directors also takes this opportunity to express their deep gratitude for the continued co-operation and support received from the shareholders.

For and on behalf of the Board of Directors

Indobell Insulations Limited

Vijay Burman	Man Mohan Burman
(Chairman & Managing Director)	(Executive Director)
DIN:00591075	DIN:00591026
Date: 21st August, 2026
Place: Kolkata