The Board of Directors of your Company are pleased to present the 35^th 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
2025.

FINANCIAL RESULTS

The performance for the financial year ended 31^st March 2025 is as under:

(' in lakhs)

FINANCIAL PERFORMANCE

During the period under review, the Company has achieved a total income of ' 23,823.12 lakhs as against ' 12,504.46
Lakhs in the previous year. The Company has earned a net profit after tax of ' 7,607.92 Lakhs as against a net loss
after tax of ' 895.83 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 2025.

STATE OF AFFAIRS

Operations

During the year under review, the Company has achieved a revenue from operations of ' 12,754.85 lakhs as against
' 11,660.73 Lakhs in the previous year.

During the year under review, the Company generated 44.20 million units of power as against 36.61 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.

TRANSFER TO RESERVES

The Company has not transferred any amount to its reserves during the year under review. However, the current year
profit of ' 7,607.92 Lakhs has been carried forward under the head retained earnings.

DIVIDEND

Your directors are pleased to recommend a dividend of ' 0.50/- per equity share (5%) of face value of ' 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 ' 138.96 Lakhs.

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 year
2017-18 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, 41,185 Equity Shares of ' 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 2025 stood at 2,77,91,122 Equity
Shares of ' 10/- each.

During the year, the Company redeemed its entire 1,50,00,000 8% Cumulative Redeemable Preference Shares of
' 10/- each on 24^th May 2024 out of the profits of the Company in accordance with the provisions of section 55 of the
Companies Act, 2013.

ANNUAL RETURN

The Annual Return of the Company for the financial year 2024-25 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, 7 (Seven) 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).

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 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 Company’s website at the link
https://www.indsil.com/investors-relation/.

COMMENTS ON AUDITOR’S 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 Secretarial Auditors in their report, your directors wish to state as follows:

a. With regard to the remarks on non-filing of e-Form CHG-1, we wish to state that the Company has not able to file
the said form with the Registrar of Companies as the bankers had not affixed their digital signature to the said
e-form inspite of repeated requests made by the Company.

b. With regard to the remarks on the delay in reporting of an event pertaining to redemption of preference shares,
we wish to state that the delay was due to inadvertence, and the Company shall ensure that there are no such
instances going forward.

c. With regard to the remarks on the compliance with labour laws, we wish to state that the Company will take
necessary steps to maintain the same.

Apart from the above, there were no other 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
2024-25 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 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

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 2025 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
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 during the year and opined that the
integrity, expertise, and experience (including proficiency) of the Independent Directors is satisfactory.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Sri S Varadarajan (DIN: 08744090), Director of the Company retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment.

Your Directors recommend his re-appointment.

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, 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.

Sri Vinod Narsiman (DIN: 00035746) was appointed as an Additional Director (Non-executive Non-Independent) of
the Company with effect from 22^nd May 2024 and was subsequently, appointed as a Director of the Company through
postal ballot on 8^th August 2024.

Further, Sri S K Viswanathan retired from his position as Non-Executive Independent Director on the Board of the
Company with effect from 7^th September 2024, upon completion of his second consecutive term of five (5) years.

Pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors, Sri.
Narasimhan Ramu (DIN: 10690176) was appointed as an Independent Director of the Company for a term of five (5)
consecutive years with effect from 8^th September 2024, by the shareholders of the Company through postal ballot.

Further, pursuant to the recommendation of the Nomination and Remuneration Committee and the approval of the
Board of Directors and shareholders of the Company through postal ballot, Sri. Vinod Narsiman (DIN: 00035746) was
appointed as the Whole-Time Director of the Company for a period of 5 years with effect from 14^th November 2024.

Sri. R Murali, Chief Financial Officer of the Company passed away on 30^th March 2025, and consequent to his
demise, Sri. R Muthiah was appointed as the Chief Financial Officer of the Company with effect from 28^th May 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 Ramakrishnan K, Whole Time Directors, Sri R Muthiah, Chief Financial
Officer and Sri. Kalidoss U, Company Secretary.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, 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. Accordingly, the Company does not have
any subsidiary, joint venture or Associate Company as at 31^st March 2025.

Consequently, the requirement of submission of consolidated financial statements and disclosure of a report on
the salient features of the subsidiary or joint venture or associate company as required under Section 129(3) of the
Companies Act, 2013 in Form AOC-1 does not arise.

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 2025. 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

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern
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 of Financial Statements, Internal Auditors will
present to the Audit Committee, the Internal Audit Report and Management Comments on the Internal Audit
observations; and

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
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 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. 27623), Cost Accountant,
Coimbatore as Cost Auditor of the Company for the financial year 2025-26. 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 had appointed M/s. MDS & Associates LLP,
Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2024-25. The report
of the Secretarial Auditor is annexed herewith as Annexure 3 to this report.

Further, pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and the provisions of Sections 179 & 204 of the Companies Act, 2013, read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, and subject to approval of shareholders in the ensuing
Annual General Meeting, the Board of Directors of the Company have recommended the appointment of M/s. MDS &
Associates LLP, Company Secretaries, Coimbatore as Secretarial Auditors of the Company for a first term of 5 (Five)
consecutive financial years commencing from the financial year 2025-26.

M/s. MDS & Associates LLP have consented and confirmed their eligibility for appointment as Secretarial Auditors of
the Company. The necessary resolution for their appointment has been included in the agenda of the Annual General
Meeting Notice for the approval of the members. The directors recommend their appointment.

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 4.

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 in Annexure 5 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 2024-25 and hence no complaint is outstanding as
on 31.03.2025 for redressal.

MANAGEMENT DISCUSSION AND ANALYSIS

The report on Management Discussion and Analysis is annexed herewith as Annexure 6 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 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

VINOD NARSIMAN K RAMAKRISHNAN

Place: Coimbatore WHOLE-TIME DIRECTOR WHOLE-TIME DIRECTOR

Date: 28.05.2025 DIN: 00035746 DIN: 02797842