Insilco Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 38^th Annual Report together with the Audited Accounts for the Financial Year ended 31^st March 2026.

1. THE STATE OF THE COMPANYS AFFAIRS A. Financial Highlights

The audited financial statements of the Company as on 31^st March 2026 are prepared in accordance relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 ("Act").

The summarized results for the year, rounded off to Rupees in millions, are given below:

Particulars	Year Ended 31.03.2026	Year Ended 31.03.2025
Turnover	-	-
Other Income	3.66	22.41
Total Expenditure	(30.37)	(45.06)
Profit/(Loss) before Depreciation & Exceptional Items	(26.71)	(22.65)
Depreciation	-	-
Profit/(Loss) for the year before exceptional items	(26.71)	(22.65)
Exceptional items	-	-
Profit/(Loss) before tax	(26.71)	(22.65)
(Provision for)/Release of Taxation	(0.92)	(5.64)
Profit/(Loss) after tax	(27.63)	(28.29)
Other comprehensive income/(loss)	-	-
Total comprehensive income/(loss) for the year	(27.63)	(28.29)

B. Results of Operations

The production and sales of precipitated silica during the year were nil (previous year nil). Consequently, the sales turnover was Rs. nil during the year (previous year nil).

As you would be aware, the plant operations of Insilco Limited ("Company") continue to be suspended since October 26, 2019 due to refusal of ‘Consent to Operate by Uttar Pradesh Pollution Control Board ("UPPCB") vide its orders dated October 22, 2019. The Company filed fresh applications, dated November 21, 2019, for ‘Consent to Operate, however, the same were dismissed by the UPPCB vide order dated February 4, 2020. The board of the Company, after due consideration, unanimously agreed not to pursue the matter any further. The Company thereafter initiated the voluntary liquidation process as envisaged under the provisions of the Insolvency and Bankruptcy Code, 2016 ("the Code") and the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 ("VL Regulations") with effect from June 25, 2021, and accordingly a liquidator was appointed for the Companys voluntary liquidation process ("Liquidator").

In furtherance to its duties under the Code and the VL Regulations, the Liquidator sold the assets of the Company, and for one portion of the sale of assets, the sale was recorded in the books during the quarter ended June 30, 2022 and for the remaining assets the Company has booked the net gain from the slump sale of assets of the Company during the quarter ended December 31, 2023.

Pursuant to Regulation 37(2)(a) of the VL Regulations, the Liquidator convened the 4^th Contributories Meeting on December 20, 2024 through Video Conferencing (VC)/Other Video Visual Means (OAVM) wherein the relevant Status Report as required under the VL Regulations indicating the progress of the Companys liquidation was presented to the contributories attending the meeting. The term contributory is defined under Regulation 2(1)(b) of the VL Regulations, and means a member of a company, partner of a limited liability partnership, and any other person liable to contribute towards the assets of the corporate person in the event of its liquidation. As per Regulation 10(1)(a) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Evonik Operations GmbH, a Promoter of the Company, had transferred 45,853,315 equity shares held by it to Evonik India Private Limited, who is a member of the promoter group, by way of an inter-se transfer. The said transaction was undertaken off-market. However, the aggregate shareholding of the promoter group before and after the above inter-se transaction remained the same.

In accordance with the provisions of Section 53 of the Code and VL Regulations, the Liquidator is required to distribute the liquidation proceeds realized from the sale/realization of the assets of the company amongst its stakeholders including the shareholders of the Company. Shareholders of the Company whose name appeared in the Register of Members/List of Beneficial Owners as received from the Registrar and Transfer Agent ("RTA"), as on the record date i.e. Tuesday, March 11, 2025 and duly authorized by the resolution passed in Board meeting dated February 27, 2025 and Extra-Ordinary General Meeting, 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 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 of 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; and is next listed on June 12, 2026.

2. TRANSFER TO RESERVES

The Company had reserves of Rs. (259.01) Million as on 1^st April 2025. The total comprehensive Loss for the Financial Year 2025-26 was Rs. (27.63) Million. Therefore, the closing balance of the Reserves and Surplus as on 31^st March 2026 amounted to Rs. (286.64) Million.

3. DIVIDEND

No dividend is recommended considering the operational performance of the Company.

4. OPERATIONS AT PLANT

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 2025-26.

5. STATEMENT ON RISK MANAGEMENT POLICY

The plant operations have been permanently suspended. As a result, the risks pertaining to the efficiency of plant operations, plant costs and market share are no longer applicable.

The Risk Management Policy, is available on the website of the Company at the following path: https://www.insilcoindia.com/Pdf/Risk%20Management%20Policy24.pdf

6. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the Financial Year 2025-2026. Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors to the best of their knowledge and ability, state that:

(a) in the preparation of the annual accounts for the year ended 31^st March 2026, the applicable accounting standards have been followed along with a proper explanation relating to material departures;

(b) they 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 at the end of the Financial Year ended 31^st March, 2026 and of the profit and loss of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) In view of matter described in note 23 of Financial statements, the Board of Directors are of the view that on account of the initiation of voluntary liquidation and sale of assets (including leasehold rights of the Company in respect of the Gajraula Land), the use of the going concern basis of accounting in the preparation of the financial statements is inappropriate and accordingly the financial statements for the year ended March 31, 2026 have not been prepared on a going concern. The Companys management has assessed carrying value of assets and liabilities, and based on current estimates, adjustments have been made in the books of account year ended March 31, 2026;

(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 systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively;

(g) the Company has complied with the Secretarial Standards-1 (Meetings of Board of Directors) and Secretarial Standards-2 (General Meetings) issued and amended from time to time, by the Institute of Company Secretaries of India.

7. EXPLANATION OR COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS OR DISCLAIMERS MADE BY STATUTORY AUDITOR AND SECRETARIAL AUDITOR IN THEIR RESPECTIVE REPORTS

The Statutory Auditors in their reports on the financial statements and internal financial controls for the financial year 2025-26 have given qualified opinion. The response of your directors with respect to it is as follows: The matters mentioned in a and b under the "Basis for Qualified Opinion" of the said Auditors Report, and in paragraph 8 and 10 of the Report on the Internal Financial Controls with reference to the Financial Statements in Annexure-A to the Auditors Report, have been properly addressed in Clause no. 28 of Directors report under the heading "Material orders by governing authorities", and note no. 23 of the financial statements.

There was no fraud reported by the Auditor to the Audit Committee or to the Board pursuant to Section 143(12) of the Companies Act, 2013.

The report of Secretarial Auditor does not contain any qualifications, observations, adverse remarks or disclaimers and hence does not require any clarification or explanation.

8. EXTRACT OF ANNUAL RETURN

Pursuant to section 134 (3)(a) of the Companies Act, 2013 the Draft Annual Return for financial year 2025-2026 prepared as required under Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Companys website at the following link: www.insilcoindia.com —> Investors —> Annual Return. Investors are requested to please refer the same.

9. NUMBER AND DATES OF MEETINGS OF THE BOARD AND ATTENDANCE OF THE DIRECTORS

The Board of Directors duly met 6 (Six) times during the Financial Year 2025-26. The meetings were held on 8^th May 2025, 26^th May 2025, 13^th August 2025, 9^th October 2025, 12^th November 2025 and 13^th February 2026.

The attendance of the Directors in the Board meetings is given in clause no. 2.3(C) of Corporate Governance Report.

10. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR

DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF DIRECTORS ETC.

Pursuant to Section 178(1 and 3) of the Companies Act, 2013 and Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing

Regulations"), the Board of Directors has constituted a Nomination and Remuneration Committee. A Nomination and Remuneration Policy of the Company has also been laid down and approved by the Nomination and Remuneration Committee and the Board. The said policy lays down the criteria for the appointment of Directors, Key Managerial Personnel and Senior Management Personnel. The said policy also specifies the remuneration criteria for Director, Senior Management Personnel and other employees including criteria for determining qualification, term/tenure, positive attributes, independence of Directors, criteria for performance evaluation of Executive and Non-executive Directors (including Independent Directors), removal, policy on Board diversity, Directors and Officers Insurance and other matters as prescribed under the provisions of the Companies Act, 2013 and the Listing Regulations. Pursuant to Section 178(4) of the Companies Act, 2013, the said nomination and remuneration policy of the Company is available on the website of the Company at the following link: http://www.insilcoindia.com Investors Policies Nomination and Remuneration Policy.

11. SECRETARIAL AUDIT

As required under Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s Nityanand Singh & Co., Practicing Company Secretaries, having its address at 14, 2^nd Floor, Arjun Nagar, Safdarjung Enclave, New Delhi-110029, has conducted the Secretarial Audit of the Company for the Financial Year 2025-2026. The Secretarial Audit Report in Form No. MR-3 issued by the said firm is attached to this report as Annexure-1.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES

ACT, 2013

During the year under review, the Company had not entered into any transaction of loan, guarantee or investment or security to any person or body corporate under Section 186 of the Companies Act, 2013.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year, the Company has not entered into any transactions with related parties except for the payment of remuneration to KMP and sitting fees to independent directors. The aforementioned related party transactions during the Financial Year 2025-26, were in ordinary course of the business and on an arms length basis. In terms of the Act, no material related party transactions were carried out by the Company during the Financial Year.

All related party transactions are placed before the Audit Committee for review and approval. The quarterly disclosures of transactions with related parties are made to the Audit Committee for its review. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable on the Company for the financial year under review. Members may refer to Note no. 16 to the financial statement which sets out related party disclosures for the financial year ended 31^st March 2026.

All the Related Party Transactions are placed before the Audit Committee for its review on a quarterly basis. All Related Party Transactions are subjected to an independent review by the Statutory and Secretarial Auditors of the Company to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and SEBI Listing Regulations.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 23 of the Listing Regulations, the Board has laid down a policy on dealing with related party transactions and the same is available on the website of the Company at the following link: http://www.insilcoindia.com Investors Policies Related Party Transaction Policy.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outflow as required to be disclosed under Section 134 (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is given below:

A. Conservation of Energy

The Company has sold its plant along with machinery, equipment and other assets during the quarter ended December 31, 2023, accordingly, there have been no operations thereafter. Further, the plant operations of the

Company had been suspended since October 26, 2019 due to refusal of ‘Consent to Operate by Uttar Pradesh Pollution Control Board ("UPPCB") vide its orders dated October 22, 2019, hence thereon no projects have been taken up by the Company.

(i) the steps taken or impact on conservation of energy : Not applicable

(ii) the steps taken by the company for utilising alternate sources of energy : Not applicable

(iii) the capital investment on energy conservation equipments : Not Applicable

B. Technology Absorption

The Company has sold the plant along with machinery, equipment and other assets during the quarter ended December 31, 2023, hence there were no operations during the year under review.

(i) the efforts made towards technology absorption : Not applicable

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution: Not applicable

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) : Not applicable

(a) the details of technology imported : Not applicable

(b) the year of import : Not applicable

(c) whether the technology been fully absorbed : Not applicable

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof : Not applicable

(iv) the expenditure incurred on Research and Development : Not applicable

C. Foreign Exchange earnings and outgo

The Foreign Exchange earnings in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows were as follows:

(Rs. in ‘000)

Total Foreign Exchange used and earned	Year ended 31st March 2026	Year ended 31st March 2025
a) Total Foreign Exchange earned	-	-
b) Total Foreign Exchange used	-	-

16. CORPORATE SOCIAL RESPONSIBILITY (CSR) OF THE COMPANY

The Company is not covered under the provisions of CSR i.e. Section 135 of the Companies Act, 2013 and hence is not required to comply with the requirements of Section 135 of the Companies Act, 2013.

17. WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, the Company has established a "Whistle Blower Policy" for employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The said mechanism is available to all the employees of the Company and is operating effectively. This Policy outlines the procedures for reporting, handling, investigating and deciding on the course of action to be taken in case inappropriate conduct is noticed or suspected.

This Policy also provides for adequate safeguards against victimization of director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. During the year under review, the Company has not received any complaint through such mechanism. A copy of the said policy is available on the website of the Company at the following path: http://www.insilcoindia.com —> Investors —> Policies —> Whistle Blower Policy.

18. STATEMENT ON ANNUAL EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Your Company believes that the process of performance evaluation at the Board level is essential to its Board engagement and effectiveness. The Performance Evaluation Policy of the Company is duly approved by the Board and Nomination and Remuneration Committee of the Company. In line with the Performance Evaluation Policy of the Company, Annual Performance Evaluation was carried out for all the Board Members, for the Board and its Committees with specific focus on performance and effective functioning of the Board and its Committee.

The Board has laid down the manner and criteria of evaluation of the Board of its own, Committees and Individual Directors in which annual evaluation of the Board, Committees of the Board and Individual Directors would be evaluated. The evaluation includes various criteria including performance, knowledge, roles and responsibilities etc.

Pursuant to the provisions of the Companies Act, 2013 the Nomination and Remuneration Committee, the SEBI (LODR) Regulations, 2015 and the Guidance Note on Board Evaluation issued by SEBI in January 2017, a structured questionnaire was prepared and reviewed by the Nomination and Remuneration Committee (NRC) after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance, the company has decided that the Board will evaluate its Committees and the Nomination and Remuneration Committee would evaluate the Board and Individual Directors. The evaluation as aforesaid has been done in the meeting of the Nomination and Remuneration Committee and in the Board Meeting. After evaluation, the performances of the Board, its committees and Individual Directors were found upto the mark and was satisfactory.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of Non-Independent Directors and the Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors.

The performance evaluation of the Independent Directors has been done by the entire Board, excluding the director being evaluated on the basis of performance and fulfilment of the independence criteria as specified under the Companies Act, 2013 and the Listing Regulations.

19. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, the Company has not changed the nature of its business.

20. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP) Change in Directors and KMP

During the financial year 2025-26, following were the changes in Director and KMP:

• Ms. Priya Singhal was appointed as Company Secretary and Compliance officer of the company with effect from May 8, 2025.

• Mr. Rajeev Agarwal ceased as Chief Financial Officer of the company with effect from July 21, 2025. However, he was re-appointed as Chief Financial Officer of the company with effect from August 13, 2025.

• Ms. Chaitali Talele was appointed as Managing Director of the company with effect from October 10, 2025.

• Mr. Vinod Paremals designation was changed from Executive Director to Non-Executive Director with effect from October 10, 2025.

• Ms. Chaitali Talele resigned from the position of Managing Director of the company with effect from close of working hours of February 13, 2026.

• Ms. Shivangi Negi was appointed as Managing Director of the company with effect from February 14, 2026.

• Ms. Deepa Jha was appointed as an Additional Director in the Company with effect from February 13, 2026 and the appointment was approved by the members of the Company on March 28, 2026.

As required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a brief resume, details of experience and other Directorships / Committee memberships/ Chairmanships held by the Directors in other Companies, whose re-appointment is due in the forthcoming Annual General Meeting (AGM) of the Company, forms part of the Notice convening the 38^th AGM.

Term of Independent Directors

The date of commencement of term of Independent Directors are given below along with date of approval by Shareholders:

	First term		Second term
Name of Independent Directors	Start date	Date of approval by members	Start Date	Date of approval by members
1 Ms. Sonia Prashar	4th Aug 2016	26th Sept 2016	4th Aug 2021	2nd Aug 2021
2 Mr. Subhash Chander Setia	20th Feb 2024	27th Mar 2024	-	-

Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vinod Paremal shall be liable to retire by rotation at the ensuing AGM of the Company and being eligible, offers himself for re-appointment. The Board recommends him for re-appointment to the members of the Company in the ensuing AGM.

Statement on declaration given by Independent Directors

The members are informed that Independent Directors have given a declaration that they meet the criteria of independence as provided in sub-section 6 of the Section 149 of the Companies Act, 2013 as well as Regulation 25 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of Regulation 25(8) of the SEBI Listing Regulations, they have 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. Based upon the declarations received from the Independent Directors, the Board of Directors have confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management. A declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, read with Notification dated October 22, 2019, issued by the Ministry of Corporate Affairs (MCA), regarding the requirement relating to enrolment in the Data Bank for Independent Directors, has been received from all the Independent Directors, along with declaration made under Section 149(7) of the Act. The Board of the Company also confirms that the Independent Directors fulfill the criteria of being Independent Director as specified under the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Independent Directors are persons of integrity and possess relevant expertise and experience.

Familiarization program for Independent Directors

Regulation 25 (7) of Chapter IV of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 provides that the listed entity shall familiarize the independent directors through various programmes about the listed entity. The Company follows an induction programme for orientation and training of Directors at the time of their joining so as to provide them with an opportunity to familiarize themselves with the Company, its operations, business philosophy and model, roles, rights, responsibilities of Independent Directors in the Company and Policies/Rules and Regulations of the Company.

Thereafter, the Company continues with periodic familiarization process of Independent Directors to keep them upto date with the developments in the Company. The details of such familiarization programme is also displayed on the website of the Company at the following link: https://www.insilcoindia.com/Pdf/Details%20-%20Familiarization%20Programmes%20w.e.f.%201%20April%202015.pdf

21. DISCLOSURES RELATED TO REMUNERATION OF DIRECTORS AND KMPs a. Corporate Governance - Disclosures as per provisions of Schedule-V, Part-II, Section-II (B)(iv)(IV) : NIL b. Ratio of Remuneration of each Director to median remuneration of employees : NIL c. Percentage increase in remuneration of each Director and KMP

The annual increment of remuneration of employees is done every year w.e.f. 1^st April. The annual increment w.e.f. 1^st April 2025 of KMPs is given below in % alongwith the designation as on the date of approval of this report.

Name	Director/KMP	% increase (w.e.f. 1st April 2025)	Remark
Ms. Priya Singhal	KMP (Company Secretary)	N.A.	Appointed w.e.f. 8th May 2025
Mr. Rajeev Agarwal	KMP (Chief Financial Officer)	NIL	Ceased as CFO w.e.f. 21st July 2025. Re-appointed as CFO w.e.f. 13th August 2025

d. Percentage increase in the median remuneration of employees

The percentage increase in the median remuneration of employees in the Financial Year 2025-26 was Nil.

e. No. of permanent employees on the rolls of the Company

As on 31^st March 2026, Company has 02 permanent employees on the rolls of the Company.

Ms. Priya Singhal was appointed as Company Secretary and Compliance Officer of the Company with effect from May 8, 2025.

Mr. Rajeev Aggarwal ceased as Chief Financial Officer of the Company with effect from July 21, 2025. However, he was re-appointed as Chief Financial Officer of the Company with effect from August 13, 2025.

f. Average percentage increase already made in the salaries of employees in the Financial Year 2025-26 in April 2025 and its comparison with the percentage increase in the managerial remuneration and justification thereof and exceptional circumstances for increase in the managerial remuneration, if any

Particulars	Financial Year 2025-26
Average percentage increase in the salaries of employees other than Managerial Personnel	NIL
Average percentage increase in salary of Managerial Personnel	NIL

g. Policy compliance affirmation

The remuneration of the Directors and KMP is as per the Nomination and Remuneration policy of the Company.

22. STATEMENT PURSUANT TO CLAUSE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

During the year, there was no employee of the Company:

- who was employed throughout the Financial Year 2025-26 and was in receipt of remuneration for that financial year of not less than Rs. 10,200,000/-; or - who was employed for a part of the Financial Year 2025-26 and was in receipt of remuneration at a rate which was not less than Rs. 850,000/- per month; or - who was employed throughout or part of the Financial Year 2025-26 and was in receipt of remuneration in that Financial Year, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

Top two employees in terms of remuneration drawn during the Financial Year 2025-26

Name	Designation	Designation as on 31st March 2026
1 Rajeev Agarwal	Chief Financial Officer	Chief Financial Officer
2 Priya Singhal	Company Secretary	Company Secretary

23. AUDITORS

Pursuant to the provisions of Sections 139, 142 of the Companies Act, 2013 (Act) read with Companies (Audit & Auditors) Rules, 2014, the members are hereby informed that M/s. Shiv & Associates (Firm Registration No. with ICAI 009989N was appointed as Statutory Auditor of the Company for the first term of 5 (five) consecutive years in the 34^th AGM to hold the office from the conclusion of the 34^th Annual General Meeting till the conclusion of 39^th Annual General Meeting.

Pursuant to Section 141 of the Act, the Auditors have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company.

24. COST AUDITOR/MAINTENANCE OF COST RECORDS

Maintenance of Cost Records for the Financial Year 2025-26

Not Applicable.

25. AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of SEBI Listing Regulations, as may be amended from time to time, the Board has constituted an Audit Committee. The composition of the Audit Committee was as follows:

Name of the Director	As on 31st March 2026 Designation in Audit Committee
1 Ms. Sonia Prashar	Chairperson
2 Mr. Vinod Paremal	Member
3 Mr. Subhash Chander Setia	Member

The Board of Directors of the Company have accepted all the recommendations made by the Audit Committee.

26. DISCLOSURE REGARDING SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate company. During the year, there were no companies, which have become or ceased to be your Companys subsidiary, joint venture or associate company.

27. DEPOSITS

The details relating to deposits, covered under Chapter V of the Companies Act 2013 are as follows: (a) accepted during the year : NIL

(b) remained unpaid or unclaimed as at the end of the year : NIL

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved : (i) at the beginning of the year : NIL

(ii) maximum during the year : NIL (iii) at the end of the year : NIL

28. MATERIAL ORDERS BY GOVERNING AUTHORITIES

There were no significant or material orders passed by any governing authority of the Company including regulators, courts or tribunals, which could affect the going concern status Companys operations.

29. ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH RESPECT TO THE FINANCIAL STATEMENT

The Company has laid down proper and adequate internal financial control for ensuring efficient and effective conduct of business, safeguarding of its assets and prevention and detection of fraud and errors with respect to internal financial statement. The same is explained in Management Discussions and Analysis report under the heading "Internal Control System and their adequacy".

30. SOCIAL RESPONSIBILITY

Good governance demands adherence to social responsibility coupled with creation of value in the larger interest of the general public. We are committed to continuously improving our performance in the areas of environmental protection, health and safety as well as to the principles of sustainable development and responsible care. We continue to contribute to society by appropriate means. We aim to enhance the quality of life of the community in general and have a strong sense of social responsibility.

31. REPORT ON CORPORATE GOVERNANCE

Pursuant to the provisions of the Listing Regulations, the following are furnished forming part of this Directors Report:

i. Report on Corporate Governance together with a Certificate from Practising Company Secretary on compliance with the conditions of Corporate Governance as per provisions of Listing Regulations are attached as Annexure-2 and Annexure-2.3 respectively.

ii. Certificate by Managing Director regarding compliance of Code of Conduct by the members of Board and Senior Management as per provisions of Listing Regulations is attached as Annexure-2.1.

iii. Certificate from Managing Director and Chief Financial Officer regarding correctness of the financial statements presented to the Board is attached as Annexure-2.2.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, a detailed report on the Management Discussions and Analysis Report is enclosed as Annexure-3 forming part of Annual Report.

33. COMPLIANCE OF SECRETARIAL STANDARDS

The Company is in compliance with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

34. DISCLOSURE BY SENIOR MANAGEMENT OF CONFLICT OF INTEREST, IF ANY

Pursuant to the provisions of regulation 26(5) of the Listing Regulations, the Senior Management of the Company have made a disclosure to the Board of Director that they have no personal interest in relation to all material, financial and commercial transactions that may have a potential conflict with the interest of the Company at large.

35. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR :

The Company has filed the Dissolution Application, the details of which are provided under the heading "Results of Operations above.

36. THE 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: Not Applicable

37. INDUSTRIAL RELATIONS

The Company has sold its plant alongwith machinery, equipment and other assets during the quarter ended December 31, 2023, hence not applicable.

38. ACKNOWLEDGEMENT

Your Board of Directors wish to thank and place on record their appreciation for the co-operation and support extended to the Company by the Government of India, State Government of Uttar Pradesh, other local authorities, Bankers, Suppliers, Employees and other Stakeholders which have been a constant source of strength to the Company. The Board of Directors also expresses its sincere gratitude to all the shareholders for their continuous support and trust they have shown in the management. The dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

For & on behalf of the Board of	Insilco Limited
(Under Voluntary Liquidation)
Sd/-	Sd/-
Sonia Prashar	Shivangi Negi
Chairperson/Director	Managing Director
DIN : 06477222	DIN : 10823339
Place: New Delhi	Place: Noida
Date : 30.05.2026	Date : 30.05.2026