Indsil Hydro Power & Manganese Ltd

TO SHAREHOLDERS

Dear Shareholders,

The Board of Directors of your Company are pleased to present the 34th 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 2024.

FINANCIAL RESULTS

The Standalone & Consolidated performance for the financial year ended 31 ^st March 2024 is as under:

( in lakhs)

FINANCIAL PERFORMANCE

During the period under review, the Company has achieved on standalone basis, revenue of Rs. 12,504.48 Lakhs as against Rs. 17,916.45 lakhs in the previous year. The Company has incurred a net loss after tax of Rs. 895.83 Lakhs as against a net loss after tax of Rs. 523.66 lakhs in the previous year. During the same period, the Company has on consolidated basis, achieved a revenue of Rs. 12,504.48 Lakhs as against Rs. 17,916.45 lakhs in the previous year. The Company, on a consolidated basis, has incurred a net loss of Rs. 996.18 lakhs as against a net loss of Rs. 903.62 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 2024.

STATE OF AFFAIRS Operation

During the year under review, the Company has achieved a revenue from operations of Rs. 11,660.73 lakhs as against Rs. 17,681.95 Lakhs in the previous year. During the year under review, the Company generated 36.61 million units of power as against 63.92 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 ENERGY GLOBAL FZE, WHOLLY OWNED SUBSIDIARY

There were no operations in Indsil Energy Global (FZE) during the year under review and there was no revenue generated from the subsidiary. Consequently, it was permanently closed down during the year.

AL-TAMMAN INDSIL FERROCHROME LLC (ATIFC)

Al-Tamman Indsil Ferro Chrome LLC has achieved a turnover of 74.28 million dollars in the current financial year as against 70.80 million dollars in the previous year on which the Company had incurred a net loss of 0.24 million dollars as against a net loss of 0.91 million dollars in the previous year. The Company has subsequently sold its entire stake in Al-Tamman Indsil Ferro Chrome LLC to M/s. LL Resources

GMBH and M/s. LLR Holding GMBH, Austria on 19^th May 2024.

TRANSFER TO RESERVES

The Company has not transferred any amount to its reserves during the year under review. However, the current year loss of Rs. 895.83 lakhs has been adjusted against the head retained earnings.

DIVIDEND

The Board of Directors has not recommended any dividend on equity shares of the Company for the financial year ended 31^st March 2024 keeping in view the requirements of funds for future growth.

For the financial year ended 31 st March 2024, the Board of Directors of the Company had declared three interim dividends of Rs. 0.20 per share (2%) each cumulating to 0.60 per share (6%) on the 8% Cumulative Redeemable Preference Shares of Rs. 10/- each resulting in a total cash outflow of Rs.90 lakhs. Accordingly, the Board of Directors have recommended that the interim dividends already declared be considered as final dividend on preference shares for the financial year ended 31 ^st March 2024.

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

In terms of Section 124 & 125 of the Companies Act, 2013, unclaimed/unpaid dividend relating to the financial

2016-17 is due for remittance to the Investor Education and Protection Fund established by the Central Government.

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, 20,938 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 2024 stood at Rs. 42,79,11,220/- consisting of 2,77,91,122 Equity Shares of Rs.10/- each and 1,50,00,000 8% Cumulative Redeemable Preference Shares of Rs.10/- each. There was no change in the share capital of the Company during the year under review. However, the Company has redeemed the entire 1,50,00,000 8% Cumulative Redeemable Preference Shares of Rs.10/- each on 24^th May 2024out profitsof the Company in accordance with the provisions of section 55 of the the Companies Act, 2013.

ANNUAL RETURN

The Annual Return of the Company for the financial year 2023-24 as required under Section 92(3) of the Companies Act, 2013 is available on the website of the Company and can be accessed on the Company's 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 confirmsthat-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 loss of the Company for that period. c) the Directors had taken proper and sufficient care for the 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 made 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 of the Companies (Appointment and Qualification of Directors) Rules, 2014

(as amended).

COMPANY'S 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 Nomination and Remuneration Policy of the Company is annexed herewith as Annexure 1 and can also be accessed on the Company's website at the link https://www.indsil.com/investors-relation/.

COMMENTS ON AUDITOR'S REPORT

There were no other 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 Secretarial Auditors in their report, your directors wish to state as follows:

reservations or adverse remarks or disclaimers made by M/s.Apartfromtheabove,therewerenoqualifications,

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

During the year under review, the Company has not made any investments or granted any loan or given any security or guarantee pursuant to the provisions of Section 186 of the Companies Act, 2013. However, the details in respect of loans & investments made by the Company in the earlier years are disclosed in the notes to the Financial Statements.

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 2023-24 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 2 (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 Company's 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 have occurred thefinancial Thereareno material changes and commitments affecting between the end of the financial year as on 31 st March 2024 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 3 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 Company's 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 and opined that the integrity, expertise, and experience (including proficiency) of the Independent Directors is satisfactory.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Sri K Ramakrishnan (DIN: 02797842), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Your Directors recommend his re-appointment.

Pursuant to the approval of the Board of Directors of the Company, the shareholders at the 33^rd Annual General Meeting held on 21^st September 2023 had accorded their approval for the re-appointment of Sri K Ramakrishnan as Whole-Time Director of the Company for a period of 3 years with effect from 1 ^st June 2024. Pursuant to the withdrawal of nomination by M/s. Sunmet Holdings India Private Limited, Sri K Ganesan (DIN: 09760661), Non-Executive Nominee Director of the Company ceased to be a Director of the Company with effect from 22^nd May 2024.

Further, Sri. Vinod Narsiman was appointed as an Additional Director (Non-executive Non-Independent Director) of the Company with effect nd May 2024 and his appointment as Director of the Company is subject to the from22 approval of the shareholders.

Sri. Kalidoss U was appointed as Company Secretary and Compliance Officer ^st July 2023.

The Key Managerial Personnel of the Company as required pursuant to Sections 2(51) and 203 of the Companies Act, 2013 are Sri. Ramakrishnan K, Whole Time Director, Sri R Murali, Chief Financial Company Secretary.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company had one wholly owned subsidiary viz. M/s. Indsil Energy Global (FZE), Sharjah Airport International Freezone (SAIF) and one joint venture company viz. Al-Tamman Indsil Ferro Chrome LLC. M/s. Indsil Energy Global (FZE) was permanently closed down during the year under review as it was non-operational. Further, the Company sold its entire stake in Al-Tamman Indsil Ferro Chrome LLC to M/s. LL Resources GMBH and

M/s. LLR Holding GMBH, Austria on 19^th May 2024 for a sale consideration of Rs. 146.51 Crores.

The highlights of performance of joint ventures and their contribution to the overall performance of the company upto the date of closure/sale have been disclosed earlier in this report.

Al-Tamman Indsil Ferro Chrome LLC has been considered as a Joint Venture for the purpose of consolidation in the financial statements for the financial year 2023-24.

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

A report containing the salient features of the subsidiary and Joint Venture as required under Section 129(3) of the Companies Act, 2013 in Form AOC-1 is attached herewith as Annexure 4 to this report.

The consolidated financial statements of the Company and its subsidiary/ joint venture prepared in accordance with the applicable accounting standards have been annexed to the Annual Report. The Annual Accounts of the Subsidiary Company is 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 a copy of the Annual Accounts of Subsidiary Company 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 31^st March 2024. 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 COMPANY'S OPERATION IN FUTURE and material order passed by the regulators or courts or tribunals impacting the going concern Thereisno significant status and Company's 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 will 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.

STATUTORY AUDITORS

Ms. K. R. Divya (Membership Number 228896), Chartered Accountant, Coimbatore was appointed as Statutory Auditors 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 33^rd 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 hasreceived certificatefrom 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 2024-25. 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, the Company has appointed M/s. MDS & Associates LLP, Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2023-24. The report of the Secretarial Auditor is annexed herewith as Annexure 5 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 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 6.

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 7 to this report.

The Company hasreceived Certificatefrom 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 financia-24 and hence no complaint is outstanding as complaintreceivedfromanyemployeeduringthe on 31.03.2024 for redressal.

MANAGEMENT DISCUSSION AND ANALYSIS

The report on Management Discussion and Analysis is annexed herewith as Annexure 8 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 transparent manner by adopting the highest standards ethics.ThePolicyaimsatconductingtheaffairs of professionalism, honesty, integrity and ethical behaviour. The policy can be accessed on the Company's 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 co-operation.

For and on behalf of the Board