Indsil Hydro Power & Manganese Ltd Directors Report

TO SHAREHOLDERS

Dear Shareholders,

The Board of Directors of your Company are pleased to present the 36th Annual Report on the operations and business of the Company along with the Audited Financial Statements of the Company for the year ended 31^st March 2026.

FINANCIAL RESULTS

The performance for the financial year ended 31 ^st March 2026 is as under:

(Rs. in lakhs)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26
Total Income	15,460.28	23,823.12	15,460.28
Less: Operating Expenses	13,634.99	13,451.96	13,634.99
Less: Finance Cost	1.84	325.76	1.84
Profit/ (Loss) before depreciation and tax	1,823.45	10,045.40	1,823.45
Less: Depreciation	302.32	296.80	302.32
Profit/ (Loss) before Tax and exceptional items	1,521.14	9,748.60	1,521.14
Exceptional Items	-	632.64	-
Profit/ (Loss) before Tax	1,521.14	9,115.96	1,521.14
Less: Provision for Tax	21.43	1,508.04	21.43
Net Profit/ (Loss) after Tax	1,499.71	7,607.92	1,499.71

Note: Indsil Infrastructure Limited was incorporated as a wholly owned subsidiary of the Company on 23^rd October

2025. Hence, the Company is required to prepare consolidated financial statement for the first time for the year ended 31^st March 2026. Accordingly, the presentation of comparative figures does not arise.

FINANCIAL PERFORMANCE

During the period under review, the Company has achieved a total income of Rs. 15,460.28 lakhs as against Rs. 23,823.12 Lakhs in the previous year. The Company has earned a net profit after tax of Rs. 1,499.71 Lakhs as against a net profit after tax of Rs. 7,607.92 lakhs in the previous year.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31 ^st March 2026.

STATE OF AFFAIRS Operations

During the year under review, the Company has achieved a revenue from operations of Rs. 15,151.79 lakhs as against Rs. 12,754.85 Lakhs in the previous year. During the year under review, the Company generated 52.36 million units of power as against 44.20 million units during the previous year.

FUTURE PROSPECTS

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

INDSIL INFRASTRUCTURE LIMITED, WHOLLY OWNED SUBSIDIARY

During the year under review, the Company had incorporated a wholly owned subsidiary named "Indsil Infrastructure Limited" on 23^rd October 2025 with a paid-up share capital of Rs. 1,00,000/-. The Company was incorporated with the objects of carrying on the business of real estate and development of infrastructure for commercial and business purpose. However, the Company is yet to commence any business operations during the year under review

TRANSFER TO RESERVES

The Company has not transferred any amount to its reserves during the year under review. However, the current year profit of Rs. 1,499.71 Lakhs has been carried forward under the head retained earnings.

DIVIDEND

Your directors are pleased to recommend a dividend of Rs. 0.60 per equity share (6%) of face value of Rs. 10/- each. If the dividend, as recommended above, is declared by the Members at the Annual General Meeting, the total outflow towards dividend on Equity Shares for the year would be Rs. 166.75 Lakhs (Previous year Rs. 138.96 lakhs).

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

In terms of Sections 124 and 125 of the Companies Act, 2013, unpaid/unclaimed dividend is required to be transferred to the Investor Education and Protection Fund ("IEPF") established by the Central Government upon completion of seven years from the date of payment of dividend. Since the Company had not declared any dividend for the financial year 2018-19, no amount is due for transfer to the IEPF.

Further, pursuant to Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, 52,197 equity shares of Rs. 10/- each on which dividend had remained unclaimed for a period of seven years have been transferred to the credit of the demat account identified by the IEPF Authority during the year under review.

SHARE CAPITAL

The issued, subscribed and paid-up Share Capital of the Company as at 31^st March 2026 stood at 2,77,91,122 Equity Shares of Rs.10/- each. There was no change in the share capital of the Company during the year under review.

ANNUAL RETURN

The Annual Return of the Company for the financial year 2025-26 as required under Section 92(3) of the Companies Act, 2013 will be hosted on the website of the Company and can be accessed on the Companys website at https:// www.indsil.com/investors-relation/.

BOARD MEETINGS CONDUCTED DURING THE PERIOD UNDER REVIEW

During the year under review, 6 (Six) Meetings of the Board of Directors were held. Further details regarding the meetings of Board of Directors and Committees thereof are provided under the Corporate Governance Report annexed herewith.

STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS

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

(SS-1) and General Meeting (SS-2).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, the Board hereby confirms that-a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there was no material departure from those standards. b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period. c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) the Directors had prepared the annual accounts on a going concern basis. e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) the Directors had devised proper system to ensure compliance with the provisions of all the applicable laws and such systems were adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

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

DECLARATION OF INDEPENDENT DIRECTORS

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

(as amended).

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for fixing the remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and Employees of the Company. The salient features of Nomination and Remuneration policy as formulated by the Company is as follows: i. To formulate the criteria for appointment, re-appointment, removal of Director, Key Managerial Personnel, Senior Management and other employees in the Company. ii. To formulate the manner and criteria for determining qualification, positive attributes of an independent director. iii. To determine the criteria for payment of remuneration to Directors and Senior Management Personnel with an aim of attracting, retaining and motivating people required to run the Company successfully. iv. To determine the evaluation of performance of the Members of the Board including Independent Directors.

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

COMMENTS ON AUDITORS REPORT

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

In respect of the observations made by M/s. MDS & Associates LLP, Company Secretaries, Secretarial Auditors, in their report, on compliance with labour and environmental laws, your directors wish to state that the Company will take necessary steps to ensure proper records are maintained going forward.

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions entered into by the Company with related parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year 2025-26 were in the ordinary course of business and on arms length basis.

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

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year as on 31 st March 2026 and the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

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

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable for the year under review. However, the Company has developed a Corporate Social Responsibility Policy in line with the activities mentioned in Schedule VII of the Companies Act, 2013 and the same is posted on the Companys website at the link https://www.indsil.com/investors-relation/.

ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL DIRECTORS AND COMMITTEES

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

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

Sri. Vinod Narsiman (DIN: 00035746) and Sri. Subbia Thangaraj (DIN: 06459324), Whole Time Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for reappointment. Your Directors recommend their re-appointment. Sri. R Muthiah was appointed as the Chief Financial Officer of the Company with effect from^th May 2025. 28 During the year under review, Sri K Ramakrishnan (DIN: 02797842), Whole Time Director and Sri. S Varadarajan (DIN: 08744090), Director, resigned from the Board of Directors of the Company with effect from 4 th October 2025. The Board wishes to place on record their sincere appreciation for the valuable contributions made by them during their tenure as Directors of the Company.

Pursuant to the recommendation of the Nomination and Remuneration Committee, Sri. Subbia Thangaraj (DIN: 06459324) was appointed as an Additional Director by the Board of Directors of the Company with effect from4 ^th October 2025 and was subsequently appointed as a Whole-Time Director of the Company for a term of 5 consecutive years with effect from 4 th October 2025, pursuant to the approval granted by the members through postal ballot on

18^th December 2025.

Pursuant to the recommendation of the Nomination and Remuneration Committee, Smt. Anu Murali (DIN: 11327305) was appointed as an Additional Director (Independent Non-Executive) by the Board of Directors of the Company with effect from 4 th October 2025 and was subsequently appointed as an Independent Director of the Company for a period of 5 consecutive years with effect from 4 th October 2025 pursuant to the approval granted by the members through postal ballot on 18^th December 2025.

Pursuant to the recommendation of the Nomination and Remuneration Committee, Sri Vishwaa Narasiman (DIN: 08110767) and Sri Rudra Narsiman (DIN: 08999895) were appointed as an Additional Directors (Non-executive Non-Independent) by the Board of Directors of the Company with effect from4 th October 2025 and were subsequently, appointed as Directors of the Company through postal ballot on 18^th December 2025.

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Joint Venture or Associate Company. However, the Company has incorporated a wholly owned subsidiary viz. M/s. Indsil Infrastructure Limited on 23rd October 2025.

The highlights of the performance of subsidiary and its contribution to the overall performance of the company have been disclosed earlier in this report.

The Board has approved a policy for determining material subsidiaries which has been uploaded on the Companys website and can be accessed at the link https://www.indsil.com/investors-relation/.

A report containing the salient features of the subsidiary as required under Section 129(3) of the Companies Act, 2013 in Form AOC-1 is attached herewith as Annexure 3 to this report.

The consolidated financial statements of the Company prepared in accordance with the applicable accounting standards have been annexed to the Annual Report. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its subsidiary, as approved by their respective Board of Directors. The Annual Accounts of the Subsidiary will be posted on the website of the Company viz., www.indsil.com and will also be kept open for inspection by the shareholders at the Registered Office of the Company. The Company shall also provide copy of the Annual Accounts of Subsidiary to the shareholders upon their request.

DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 and hence, there are no deposits remaining unclaimed or unpaid as on 31st March 2026. Accordingly, the question of default in repayment of deposits or payment of interest thereon, during the year, does not arise.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has put in place proper systems and procedures to detect and protect the Organizational resources both tangible and intangible. The Company has also put in place the following to ensure the adequacy of internal financial controls: the Company maintains all its records in ERP System and the workflow and approvals are routed through ERP. the Company has appointed Internal Auditors to check the Internal Controls and also check whether the workflow of the Organization is in accordance with the approved policies,

Internal Auditors present to the Audit Committee, the Internal Audit Report and Management Comments on the

Internal Audit observations.

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

MAINTENANCE OF COST RECORDS AS MANDATED BY THE CENTRAL GOVERNMENT

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

AUDITORS

STATUTORY AUDITORS

Ms. K. R. Divya (Membership Number 238896), Chartered Accountant, Coimbatore was appointed as Statutory Auditor of the Company at the 33^rd Annual General Meeting held on 21^st September 2023 for a period of five consecutive years from the conclusion of the 33rd Annual General Meeting till the conclusion of the 38^th Annual General Meeting of the Company. Subsequent to her appointment, Ms. K. R. Divya registered her practice as a sole proprietorship firm under the name and style "M/s. Divya K R and Associates" with the Institute of Chartered Accountants of India bearing the Firm Registration No. 027280S. The audit report issued by M/s. Divya K R and Associates is enclosed and forms part of this Annual Report. The Company has received a certificate from M/s. Divya K R & Associates confirming that they are not disqualified from continuing as Statutory Auditors of the Company.

COST AUDITOR

Pursuant to the provision of Section 148 of the Companies Act, 2013 and as per the recommendation of the Audit Committee, the Board of Directors, have appointed Sri B Venkateswar (Membership No. 27622), Cost Accountant, Coimbatore as Cost Auditor of the Company for the financial year 2026-27. The remuneration payable to the Cost Auditor is subject to the ratification of the members in General Meeting. The Board recommends their remuneration for members ratification.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had appointed M/s. MDS & Associates LLP, Company Secretaries, as Secretarial Auditors of the Company at the 35^th Annual General Meeting held on 11^th September 2025 for a term of five consecutive financial years commencing from the financial year 2025-26. The report of the Secretarial Auditors for the financial year 2025-26 is annexed herewith asAnnexure 4 to this report.

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

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

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

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

PARTICULARS OF EMPLOYEES

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

EMPLOYEE STOCK OPTION SCHEME

The Company has implemented the Indsil Hydro Power and Manganese Limited Employee Stock Option Scheme 2018 (Indsil ESOS 2018). The Nomination and Remuneration Committee administers and monitors the Employees Stock Option Scheme of the Company. The disclosure pursuant to the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is given inAnnexure 6 to this report.

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has been employing women employees in various cadres within the Office/factory premises. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no complaint received from any employee during the financial year 2025-26 and hence no complaint is outstanding as on 31.03.2026 for redressal.

COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961.

The Company has complied with the provisions relating to the Maternity Benefits Act, 1961, wherever applicable during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

The report on Management Discussion and Analysis is annexed herewith as Annexure 7 to this report.

CORPORATE GOVERNANCE

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

Regulations, 2015.

AUDIT COMMITTEE

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

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

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

CEO/CFO CERTIFICATION

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

ACKNOWLEDGEMENTS

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

	For and on behalf of the Board
	VINOD NARSIMAN	SUBBIA THANGARAJ
Place: Coimbatore	WHOLE-TIME DIRECTOR	WHOLE-TIME DIRECTOR
Date: 25.05.2026	DIN: 00035746	DIN: 06459324