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 November 22, 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.

In accordance with the provisions of Section 53 of the Code and VL Regulations, the Liquidator distributed the liquidation proceeds realized from the sale/realization of the assets of the company amongst its stakeholders including the Shareholders of the Company, pursuant to which the relevant shareholders were paid Rs. 4.58 per equity share (subject to deduction of tax deducted at source, as applicable) as distribution of liquidation proceeds to its shareholders which amounts to Rs. 287,235 (‘000). Out of which Rs. 272,942 (‘000) were paid electronically through online bank transfer and balance of Rs. 14,293 (‘000) represents amount paid via bankers cheques (having a validity of 90 days) which remained uncashed as on March 31, 2025. Further, out of remaining balance as on March 31, 2025, Rs. 3,647 (‘000) was encashed by the shareholders [includes tax deducted at source aggregating Rs. 621 (‘000) ], Rs. 10,646 (‘000) was deposited with IBBI through Form G on account of non-traceability of shareholders.

Pursuant to affairs of the Company having been completely wound up, and its assets completely liquidated, the Liquidator has filed an application numbered CP (IB) No. 87 of 2025 before the National Company Law Tribunal, Allahabad Bench

("NCLT") seeking dissolution of the Company, ("Dissolution Application"). Along with the Dissolution Application, pursuant to the directions of the NCLT vide order dated August 14, 2025, the Liquidator has filed an application numbered IA(IBC) 700/ALD/2025 for condonation of delay setting out the reasons for the time taken in completion of the liquidation process. In addition, the Liquidator has filed a compliance affidavit with certain documents and disclosures as directed by the NCLT. The NCLT has vide its order dated October 15, 2025, issued notice on the filings of the Liquidator to the Insolvency and Bankruptcy Board of India ("IBBI"), the Income-tax Department ("IT Department"), the Registrar of Companies ("ROC"), and the Securities and Exchange Board of India ("SEBI").

The matter was subsequently listed on December 4, 2025, January 29, 2026, February 12, 2026, March 19, 2026, April 6, 2026, and May 11, 2026. While the IBBI, ROC, and SEBI have filed their no-objection reports in relation to the Dissolution Application, the IT Department is yet to file its report. As per the order dated April 6, 2026, the IT Departments right to file a reply shall be struck off if it fails to file its reply/response within a period of ten days. As of date, no report has been served upon the Liquidator by the IT Department.

The Liquidator has also filed an application, being IA (IBC) No. 82 of 2026, seeking an expedited hearing of the Dissolution Application, as the Company is incurring financial expenditure on account of the pendency of the same. The said application is pending consideration along with the Dissolution Application.

As on date, the Liquidator is in the process of filing (a) an application seeking distribution of surplus provisions to the shareholders ("Proposed Distribution Application"); and (b) an application seeking urgent listing of the Proposed Distribution Application.

The matter was last listed on May 11, 2026 but could not be taken up due to paucity of time, the matter is next listed on June 12, 2026.

Industry Structure and Developments

The Company has sold its Plant alongwith machinery & equipment and other assets during the Financial Year ended March 31, 2024.

Discussion on financial performance with respect to operational performance

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, 2026 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, 2026.

A. Financial Position

1. Current Assets (i) Financial Assets

Cash and Cash Equivalents and Other Bank Balances

As at March 31, 2026, the Company had a Cash and Cash Equivalents and Other Bank Balances of Rs. 52.15 Million. This represents ~ 95% of total assets.

(ii) Other Financial Assets

Other Financial Assets amount to Rs. 2.66 Million (mainly includes Rs. 2.66 Million towards interest accrued on fixed deposits) as on March 31, 2026 as compared to Rs. 4.31 Million (includes Rs. 4.29 Million towards interest accrued on fixed deposits) as on March 31, 2025.

(iii) Income Tax Assets

Income Tax assets includes Rs. Nil Million towards advance Income Tax paid as on March 31, 2026.

2. Equity Share Capital

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 Million divided into 65,715,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital stood at Rs. 339.92 Million as on March 31, 2026.

During the financial year 2025-26, Company has paid Rs. 14.29 Million through bankers cheque uncashed as on 31^st March 2025 (Company undertook the distribution of liquidation proceeds to its shareholders amounting to Rs. 287.24 Million. Out of total amount of Rs 287.24 Million, Rs. 14.29 Million 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, 2026 is Rs. (286.64) Million as compared to Rs. (259.01) Million as on March 31, 2025. The book value per share at the end of the year is Rs. 0.85 as compared to Rs. 1.29 at the end of the previous year.

4. Current Liabilities

The Company owes an amount of Rs. 1.54 Million as on March 31, 2026 as compared to Rs. 21.92 Million as on March 31, 2025. Current liabilities include the following:

Particulars	As of March 31, 2026	As of March 31, 2025
	(Rs. in Million)	(Rs. in Million)
Trade Payables	0.90	6.46
Employee benefit obligations:
Compensated absences	0.11	0.14
Other Current Liabilities:
Statutory dues	0.27	1.65
Unpaid distribution proceeds*	-	13.67
Income Tax	0.26	-
Total	1.54	21.92

* 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:

Particulars	Year ended 31.03.2026	Year ended 31.03.2025
Revenue from Operations	Nil	Nil

2. Net Profit/Loss after Tax

The total comprehensive Profit/(Loss) for the year ended March 31, 2026 is Rs. (27.63) Million as compared to Profit of Rs. (28.29) Million in the previous year.

3. Earnings Per Share

The basic EPS during the year is Rs. (0.44) per share as against Rs. (0.45) per share in the previous year.

4. Employee Benefits Expense

The employees remuneration and benefits for the year ended on March 31, 2026 are Rs. 2.77 Million as compared to Rs. 3.07 Million for the year ended on March 31, 2025.

5. Depreciation and impairment

Depreciation and impairment for the year March 31, 2026 are Rs. Nil Million as compared to Rs. Nil Million for the year ended on March 31, 2025.

6. Other Expenses

Other expenses for the year ended on March 31, 2026 are Rs. 27.60 Million as compared to Rs. 41.99 Million for the year ended on March 31, 2025. The other expenses majorly includes legal & professional expenses, loss allowance, miscellaneous expenses, Printing & Stationery etc.

FINANCIAL DATA FOR THE YEAR ENDED MARCH 31, 2026 [Rs. in Million except per share data and other information]

Description	March 2026	March 2025	March 2024	March 2023	March2022	March 2021
Financial Performance
Sales	-	-	-	-	-	-
Less: Excise duty	-	-	-	-	-	-
Turnover (net of excise duty)	-	-	-	-	-	-
(Loss)/Profit before Interest,	(30.37)	(45.06)	(72.67)	(102.21)	(124.82)	(581.61)
Investment Income, Depreciation,
Exceptional Items and Tax
Other Income
(i) Income from Interest & Investment	3.66	22.37	24.43	24.08	16.18	31.63
(ii)Other income (other than income	-	0.04	392.18	2.42	1.44	15.48
from interest and Investment)
Interest Expenses	-	-	-	(0.05)	(0.42)	(6.41)
Depreciation and Amortization	-	-	(0.09)	(0.18)	(0.18)	(20.04)
Exceptional Items	-	-	-	-	-	-
(Loss)/Profit Before tax	(26.71)	(22.65)	343.85	(75.94)	(107.80)	(576.43)
Taxation charge / (Release)	(0.92)	(5.64)	(30.21)	(4.99)	(1.29)	0.76
(Loss)/Profit after Tax	(27.63)	(28.29)	313.64	(80.93)	(106.51)	(577.19)
Other comprehensive income	-	-	-	-	-	5.65
Total comprehensive income for the year	(27.63)	(28.29)	313.64	(80.93)	(106.51)	(571.54)

 

Description	March 2026	March 2025	March 2024	March 2023	March2022	March 2021
Balance Sheet
Share Capital	339.92	339.92	627.15	627.15	627.15	627.15
Reserves and Surpluses (including other reserves)	(286.64)	(259.01)	(230.72)	(544.35)	(463.42)	(356.91)
Net Worth	53.28	80.91	396.43	82.80	163.73	270.24
Non-Current Liabilities	-	-	-	-	-	1.85
Non-Current Assets	-	-	-	-	-	86.41
Net Current Assets	53.28	80.91	396.43	82.80	163.73	185.68
Total Assets	54.81	102.83	435.82	546.04	433.88	371.55
Per Share Data
Basic EPS (Rs.)	(0.44)	(0.45)	5.00	(1.29)	(1.70)	(9.20)
Book Value per share (Rs.)	0.85	1.29	6.32	1.32	2.61	4.31
Other Information
Number of Shareholders	37967	37988	37996	37994	38288	37151

RATIO ANALYSIS FOR THE YEAR ENDED MARCH 31, 2026

Description	March 2026	March 2025	March 2024	March 2023	March 2022	March 2021
Ratios-Financial Performance
Gross Profit/ Total Sales [%]	NA	NA	NA	NA	NA	NA
Profit /(Loss) Before Interest,	NA	NA	NA	NA	NA	NA
Investment Income, Depreciation, Exceptional Item & Tax/Total Sales [%] Profit/(Loss) Before Interest,	NA	NA	NA	NA	NA	NA
Investment Income, Depreciation & Tax/Total Sales [%]
Ratios-Balance Sheet Debt Equity Ratio (Long Term Debt : Equity)	NA	NA	NA	NA	NA	NA
Current Ratio	35.55	4. 69	11.06	1.18	1.60	2.87

 

For Insilco Limited
(Under Voluntary Liquidation)
Sd/-	Sd/-
Shivangi Negi	Rajeev Agarwal
Managing Director	Chief Financial Officer
(DIN: 10823339)
Sd/-
Kapila Gupta
Liquidator
[Registration no. IBBI/IPA-001/
IP-P-02564/2021-2022/13955]
Date: 30th May 2026