Insilco Ltd Management Discussions

Overall Review

Due to rejection of the Companys application for grant of “Consent to Operate” by Uttar Pradesh Pollution Control Board (UPPCB) vide its orders dated October 22, 2019, the Company had filed fresh applications dated November 21,2019, for obtaining the Consent to Operate, however, the same were also dismissed by the UPPCB vide its order dated February 4, 2020. The Board of your Company, after due consideration, unanimously agreed not to pursue the matter any further.

With effect from June 25, 2021, the Company is under Voluntary Liquidation Process pursuant to the terms of Section 59 of the Insolvency and Bankruptcy Code, 2016 (“ Code”) and the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 (“VL Regulations”) with effect from June 25, 2021 and Mr. Chandra Prakash (having registration no. IBBI/IPA-002/IP-N00660/2018-2019/12023) was appointed as the Liquidator of the Company.

Subsequently, consent of the members of the Company was accorded on 22^nd November 2022 to replace Mr. Chandra Prakash as the Liquidator of the Company and appoint Ms. Kapila Gupta, being an Insolvency Professional and duly registered with the Insolvency and Bankruptcy Board of India and holding Registration Number: IBBI/IPA-001 /IP-P- 02564/2021-2022/13955, as the Liquidator of the Company for the purpose of its voluntary liquidation process on the terms and conditions as placed before the Board.

The Company has sold its plant alongwith machinery & equipment and other assets during the financial year ended March 31,2024, hence, there were no operations during the financial year 2024-25.

The Board of Directors are of the view that the use of the going concern basis of accounting in the preparation of the financial statements is not appropriate and therefore, the financial statements for the year ended March 31,2025 have not been prepared on a going concern basis. The Company management has assessed carrying value of assets and liabilities and based on current estimates, certain adjustments have been made in the books of account during the year ended March 31,2025 .

1. Current Assets

As at March 31, 2025 , the Company had a Cash and Cash Equivalents and Other Bank Balances of Rs. 98.14 Mio. (including Rs. 14.29 Mio. related to unpaid liquidation proceeds to its shareholders). This represents ~ 95% of total assets.

Other Financial Assets amount to Rs. 4.31 Mio. (mainly includes Rs. 4.29 Mio. towards interest accrued on fixed deposits) as on March 31,2025 as compared to Rs. 52.22 Mio. (includes Rs. Nil Mio. towards interest accrued on fixed deposits) as on March 31,2024.

Income Tax assets includes Rs 0.38 Mio. towards advance Income Tax paid.

The Company has one class of shares - equity shares of par value of Rs. 10/- each. The authorized share capital of the Company is Rs. 657.15 Mio. divided into 65,715,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital stood at Rs. 339.92 Mio. as on March 31,2025.

During the year, Company has undertook the distribution of liquidation proceeds to its shareholders amounting to Rs. 287.24 Mio. Out of total amount of Rs 287.24 Mio., Rs. 14.29 Mio represents amount paid via bankers cheques (having a validity of 90 days) which remained uncashed as on 31^st March, 2025 in accordance with the provisions of Section 53 of the Code and the VL Regulations.

3. Other equity Reserves and Surplus

The balance retained in the Profit & Loss Account as on March 31, 2025 is Rs. (259.01) Mio. as compared to Rs. (230.72) Mio. as on March 31, 2024. The book value per share at the end of the year is Rs. 1.29 as compared to Rs. 6.32 at the end of the previous year.

4. Current Liabilities

The Company owes an amount of Rs. 21.92 Mio. as on March 31,2025 as compared to Rs. 39.39 Mio. as on March 31,2024. Current liabilities include the following:

* Unpaid liquidation distribution proceeds to its shareholders.

B. Results of Operations 1. Turnover

The details of turnover of the Company are as per table given below:

2. Net Profit/Loss After Tax

The total comprehensive Profit/(Loss) for the year ended March 31,2025 is Rs. (28.29) Mio. as compared to Profit of Rs. 313.63 Mio. (includes Rs. 337.11 Mio. gain on sale of assets (including leasehold rights & inventory) in the previous year.

3. Earnings Per Share

The basic EPS during the year is Rs. (0.45) per share as against Rs. 5.00 per share in the previous year.

4. Employee Benefits Expense

The employees remuneration and benefits for the year ended on March 31,2025 are Rs. 3.07 Mio. as compared to Rs. 6.07 Mio. for the year ended on March 31,2024.

5. Depreciation and impairment

Depreciation and impairment for the year March 31,2025 are Rs. Nil Mio. as compare to Rs. 0.09 Mio. for the year ended on March 31,2024.

6. Other Expenses

Other expenses for the year ended on March 31, 2025 are Rs. 41.99 Mio. as compared to Rs.66.61 Mio. for the year ended on March 31, 2024. The other expenses majorly includes legal & professional expenses, loss allowance, Information Technology, miscellaneous expenses, Printing & Stationery etc.

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