TO

THE MEMBERS,

Indobell Insulations Limited

Your Directors are pleased to present the 53rd Annual Report on the business, operations and performance of your Company ("the Company" or "Indobell Insulations Limited") together with the audited financial statements, for the financial year ended March 31, 2025.

The Financial Results for the Financial Year ended March 31, 2025 and the corresponding figure for the previous year are as under:

Your Directors are pleased to share the exceptional, operational and financial performance achieved by the Company:

During the financial year ended March 31, 2025, the Company has achieved total revenue from operations and other income of Rs 2650.09 lakhs against Rs. 1798.57 lakhs in the previous year. The profit after tax is Rs. 218.59 lakhs against a profit of Rs 103.26 lakhs in the previous year.

The Company was incorporated on May 12, 1972 under the name and style of ‘IndoBellInsulations Private Limited', under the provisions of the Companies Act, 1956, bearing Registration Number 28352 issued by the Registrar of Companies – West Bengal. Subsequently, your Company was converted into a Public Limited Company under the Companies Act, 1956 and the name of your

Company was changed to "Indobell Insulations Limited"vide Certificateof Incorporationfresh consequent upon conversion from Private Company to Public Company dated September 4, 2012 bearing Corporate Identification Number U26102WB1972PLC028352 issued by Registrar of

Companies West Bengal. After the Company got listed with BSE on 13th January, 2025 the Company CIN was changed by the Registrar of Companies, West Bengal, on 21st January 2025 and at present the CIN is L26102WB1972PLC028352.

The Equity Shares of the Company were listed on "BSE" and was approved by its shareholders in the Extra Ordinary General Meeting of the Company held on July 15, 2024 for issue of 22,05,000 equity shares by way of Initial Public Offer ("IPO"). The Listing of Equity Shares of the Company was successfully completed and got listed on January 13, 2025. The issue was subscribed to an extent of 52.93 times (after technical rejection and not banked) i.e. Net Subscription of Rs 533,93,58,000 for 11,60,73,000 Equity Shares after eliminating technically rejected and bid not banked applications. The issue was opened for subscription on January 6, 2025 and closed on January 8, 2025. The Board has allotted 22,05,000 Equity Shares of Rs. 10/ each to the successful applicant on January 09, 2025. The equity shares of Indobell Insulations Limited got listed on January 13, 2025 on the BSE. As on March, 31, 2025 the Authorized Share Capital of the Company is Rs. 7,00,00,000 divided into 70,00,000 Equity Shares of Rs.10/ each. The Paidup Share Capital of the Company is Rs. 6,29,99,520 divided into 62,99,952 Equity Shares of Rs.10/ each.

During the year under review, the Company has come up with Initial Public Offer of 22,05,000 Equity

Shares for cash at a price of Rs.46/ per Equity Shares (including a premium of Rs 36/ per Equity Shares), aggregating to Rs. 1014.30 Lakhs. Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, it is hereby confirmed that there was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated December 30, 2024.

During the year under review, the Company has entered into tripartite agreements for dematerialization of equity shares with the Integrated Registry Management Services Private Limited, National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2025, the share of the Company held in demat form represents 100% of the total issued and paidup capital of the Company.

During the FY202425, the Company has increased its authorized capital from Rs 6 crores to Rs 7 crores and consequently altered its capital clauses in the Memorandum of Association.

The company's main objective is to provide Thermal Insulation solutions to various industries with an eye on energy saving solutions reducing carbon emission. The Company is manufacturing Thermal Insulation Jackets, Nodulated wool for the friction industry. The Financial Year 202425 has seen a jump of about 45% in its turnover and a jump in PAT.

As a matter of policy, the Management reviews the disclosure requirement of segment wise reporting and as the Company stands as a Manufacturer and Contractor of Insulation Products and Prefabricated Thermal Insulation Jackets, which are subject to same risk and returns, hence there is one primary segment in AS17, a separate disclosure on reporting by business segment is not required. The analysis of geographical segments is based on the areas in which the Company operates.

Thermal Insulation industry demands an upgradation in technology, innovative solutions, fuel saving concepts etc. As such your company has already started exploring energy saving products for the industry with which we would start approaching Industries, also in intent to reduce carbon emission which would also contribute to the environment. The Company has successfully made an entry into the export market competing with Multinational companies hence export future looks very bright.

With the Indian economy set to grow at 5%, there is an indication of Industrial growth and as such the company's future path appears very encouraging.

As required under Section 134(3)(q) of the Companies Act 2013 read with Rule 8(5)(viii) of

Companies (Accounts) Rules, 2014, the Company has in place a proper and adequate internal financial control system commensurate with the size, scale, complexity and nature of its business operations.

Proper policies and procedures are adopted ensuring the orderly and efficient conduct of business, including the safeguarding of its assets, prevention, and detection of errors and frauds, accuracy and completeness of the accounting records and timely preparation of reliable financial information and the same is reviewed at regular intervals depending upon the situation of business of the Company.

The Company's management has assessed the effectiveness of the Company's internal financial control over financial reporting as of March 31, 2025. The Statutory Auditors of the Company have, in their Report on Internal Financial Control, certified that the same are adequate in all material respects. Present internal financial control measures are tested over time and no material reportable weakness in the design or operation was observed.

The controls comprise of: a) Officials of the Company have defined authority and responsibilities within which they perform their duty; b) All the Banking transactions are under joint authority and no individual authorization is given; c) Makerchecker system is in place. d) Any deviations from the previously approved matter require fresh prior approval.

The Board of Directors of your Company are pleased to recommend a dividend of Rs. 2 / per Equity Share of the face value of Rs.10/ each (@ 20%) for the year ended 31st March, 2025, payable to those Shareholders whose names appear in the Register of Members as on the Book Closure/Record Date.

The Company has no subsidiaries, associates, or joint ventures.

There has been no change in the nature of business/ operation of the company done during the year under review.

In accordance with the provisions of the Companies Act, 2013 and as per the Articles of Association of the Company Ms. Megha Burman (DIN: 06361777), Executive Director, would retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

During the F.Y 20242025, Mr. Sadashiv Vasudeo Nayak (DIN: 01751221) resigned as an Independent Director of the Company vide his letter dated June 18, 2024. This was accepted by the Board at the Board Meeting held on June 19, 2024.

Ms. Anjana Dikshit (DIN: 10377490) was appointed as an Independent Director of the Company at the EGM held on June 24, 2024.

The Board recommends the reappointment of the abovenamed Director with a view to avail her valuable advices and wise council. A brief profile of the Director seeking reappointment required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard2 is given in the Notice of the AGM.

None of the Directors of the Company are disqualified from being appointed/reappointed as directors, as specified in Section 164 of the Companies Act, 2013.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Management Personnel of the Company are Mr. Vijay Burman, Chairman and Managing Director, Mr. Man Mohan Burman, Executive Director, Ms. Megha Burman, Executive Director, Mr. Abhirup Bose, Chief Financial

Officer and Mr. Sanjay Agarwal, Company Secretary.

Ms. Anjana Dikshit (DIN: 10377490) was appointed at the EGM held on 24.6.2024 and continues as the Women Director on the Company's Board in conformity with the requirements of Section 149(1) of the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

The Company has received necessary declaration from the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 confirming that each of them has met the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (the Listing Regulations) as amended.

The Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties and responsibilities.

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and in line with our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Board's Committees was undertaken. This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board and Committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the

Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was given to the Directors.

During the Financial Year 202425, ten Board Meetings were held. The meeting of the Board of Directors was held on 31st May 2024, 19th June 2024, 11th July 2024, 27th August 2024, 29th August 2024, 4th December 2024, 10th December 2024, 30th December 2024, 9th January 2025 and 19th March 2025.

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

The composition and the attendance of the members at these meetings are as follows:

Resigned on June 18, 2024

Appointed at the EGM held on June 24, 2024

During the financial year ended 31st March, 2025 three Audit Committee Meetings were held on 29th August, 2024, 4th December, 2024 and 10th December, 2024. The composition and the attendance of the members at these meetings are as follows:

During the year under review, there has been no instance where the recommendations of the Audit Committee has not been accepted by the Board. The terms of reference of the Audit Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations.

During the financial year ended 31st March, 2025 one Nomination and Remuneration Committee

Meeting was held on 30th December, 2024. The composition and the attendance of the members of the Nomination and Remuneration Committee at these meetings are as follows.

During the year under review, there has been no instance where the recommendations of the Nomination and Remuneration Committee have not been accepted by the Board. The terms of reference of the Nomination and Remuneration Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Nomination and Remuneration Committee is not applicable to the Company.

The Stakeholders Relationship Committee of the Board comprises of:

The Company got listed on January 13, 2025 with BSE. The Stakeholders' Relationship Committee was formed taking into account Section 178(5) of the Companies Act 2013. After listing it was found that the number of shareholders were less than 1000. As per the requirement of Section 178(5) of the Companies Act, 2013 Stakeholders Relationship Committee needs to be formed where there are more than 1000 shareholders, hence the Board in its meeting held on 19th March, 2025 dissolved the Stakeholders Relationship Committee.

During F.Y. 202425, one meeting of the Independent Directors was held. The meeting was held on February, 21, 2025. At this meeting, the Independent Directors have discussed, among other matters, the challenges faced by the Company, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

Particulars of loans given and taken, the investment made, the guarantee given if any, and the purpose for which the loan or guarantee and investment are proposed to be utilized are as per the provisions of Section 186 of the Companies Act, 2013 and are disclosed in the Notes to Financial

Statement for the financial year ended March 31, 2025.

The Director's Responsibility Statement referred to in clause (c) of Subsection (3) of Section 134 of the Companies Act, 2013 shall state that:

1. In the preparation of the annual accounts for the year ended 31st March 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

2. The Directors 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 as at 31st March 2025 and the profit of the Company the year ended on that date;

3. The Directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013, for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on a ‘going concern' basis;

5. Proper internal financial control laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires preclearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

The Company has implemented the Code of Internal Procedure & Conduct as required under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company has also in existence a Structured Digital Database as mandated under the above Regulations.

An amount of Rs.218.59 lakhs was transferred to the reserves during the financial year ended 31st March 2025.

During the financial year 20242025, your Company has neither accepted nor renewed any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company does not have any outstanding amount qualified as deposit as on 31st March 2025.

There are no material changes or commitments affecting the financial position of the Company occurring between the dates of the Financial Statement & the Board's Report.

Your Company complies with the provisions relating to Corporate Governance to the extent applicable to it. Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company is exempted from Para C of Schedule V which requires disclosures to be made in the section on Corporate Governance of the Annual Report, Para D of Schedule V relating to declaration by CEO on compliance with the Code of Conduct and Para E of Schedule

V relating to Compliance Certificate on Governance report, declaration by CEO on Code of Conduct and Compliance Certificate included in this Annual Report.

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided in "AnnexureA" to this report and forms part of this report.

In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with Rules issued thereunder and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of Directors at its meeting formulated the Remuneration Policy of the Company. The Remuneration Policy of the Company set out on the website: www.indobell.com Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out as "Annexure B" to this report forming part of this report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of top ten employees forms part of the Annual Report.

The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is placed on the website of the company.

Pursuant to Section 139(2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, M/s Bandyopadhyay & Dutt, Chartered Accountants, Bearing Membership No. 055658 (Firm Registration No. 325116E), were appointed at the AGM held on September 27, 2023 as the

Statutory Auditors of the Company for a period of five years i.e. till the Financial Year ending 31st March 2028. The Statutory Auditors' Report is annexed to this Annual Report. The Statutory Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by Statutory Auditors.

The notes to the accounts referred to in the Auditors' Report are selfexplanatory and, therefore, do not call for any further comments.

The requirement of maintenance of cost records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013, and audit of cost records were not applicable to the Company during the year under review.

Pursuant to the provisions of Section 204 of the Company Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company had appointed Ms. Prachi Todi, Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure C" to this report forming part of this report.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rule 13 of the Companies (Accounts Rules) 2014, and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s)or enactment thereof for the time being in force), and on recommendation of the Audit Committee, M/s Basu Chatterjea & Co., Chartered Accountants (FRN No: 301066E) were appointed, till 30th May, 2026, as the Internal Auditor of the Company to conduct an internal audit of the functions and activities of the company. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time. There are no qualifications or adverse remarks of the Internal Auditor in the Report issued by them for the Financial Year 202425 which calls for any explanation from the Board of Directors.

During the year under review, neither any application was made nor any proceedings is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

During the year under review, the Statutory Auditor and Internal Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under

Section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

The Company has adopted a comprehensive Policy on Prevention of Sexual Harassment ("POSH") at the Workplace and has constituted an Internal Complaints Committee (ICC) as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 202425:

• Number of complaints of sexual harassment received: Nil

• Number of complaints disposed of: Nil

• Number of cases pending for more than ninety days: Nil

• Number of workshops or awareness programs against sexual harassment carried out: One

NatureofactiontakenbytheemployerorDistrictOfficer:Nil.

The Company hereby declares that it is in full compliance with the provisions of the Maternity Benefit

Act, 1961, and has taken all necessary measures to ensure the welfare and support of its women employees during and after pregnancy, including providing maternity leave, benefits, and creche facilities as applicable.

The Company has a Vigil Mechanism – a Whistle Blower Policy in place for its Directors and Employees to report concerns and issues in accordance with Section 177(9) and (10) of the Companies Act, 2013. In terms of the said Policy, the Directors and Employees of the Company can make protected disclosures through a letter to the Audit Committee Chairman. During the year ended on March 31, 2025, the Company did not receive any complaints under the scheme.

In accordance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company does not fall within the ambit of the said Section.

The Company has in place a mechanism to identify, evaluate, and mitigate the operational, strategic, and external environmental risks to key business objectives. The Company fulfills its legal requirements as per the statute in monitoring and mitigating the risks through regular review of its overall operations and improving workplace safety continues to be the top priority. As of now, the Directors do not envisage any element of risk that may threaten the existence of the Company.

During the year, no significant and/or or any Tribunal impacting the going concern status and the Company and its operation in the future.

Applicable Secretarial Standards, i.e. SS1 and SS2, relating to meetings of the Board of Directors and General Meetings issued by The Institute of Company Secretaries of India (ICSI), have been duly complied with by the Company.

The NonExecutive Directors of the Company are paid remuneration by way of sitting fee for attending the meetings of the Board of Directors and its Committees.

The Company has entered into related party transaction in ordinary course of business and at arm's length. As none of the transactions with any of the related party exceed the 10% of the turnover of the Company, there was no material related party transaction during the year under review. Thus, the disclosure of particulars of contracts or arrangements with related parties as prescribed in Form AOC2 under Section 188(1) of the Companies Act, 2013, during the financial year ended March 31, 2025, is not applicable.

In accordance with Indian Accounting Standards (Ind AS24), the details of Related Party Transactions are set out in the Notes to the Standalone Financial Statements.

The Board of Directors have evaluated the performance of all Independent Directors, NonIndependent Directors. The Board deliberated on various evaluation of all Directors and after due deliberations made an objective assessment and evaluated that all the Directors in the Board have adequate expertise drawn from diverse industries and business and bring specific competencies relevant to the

Company's business and operations. The Board found that the performance of all the Directors was quite satisfactory.

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years are also to be transferred to the Demat account of the IEPF Authority. During the year, there was no unclaimed and unpaid dividend and corresponding equity shares on which dividend was unclaimed/unpaid for seven consecutive years which was required to be transferred as per the requirement of the IEPF Rules. Further, pursuant to the provisions of Section 124(6) of the Act read with the relevant Rules made thereunder, as there was no equity shares on which dividend has not been paid or claimed for seven

(7) consecutive years or more, no shares are due for transfer to the IEPF as notified by the Ministry of Corporate Affairs.

The other disclosures not commented upon in this report, pursuant to Section 134 of the Companies

Act, 2013 read with rules, are not applicable to the Company for the financial year under review.

Your Company has taken proper Pollution Control measures which are in place.

Your Company continued to have cordial and harmonious relations with its employees at all levels during the period under review. The operations of the Company across functions have been strengthened through induction of appropriately qualified and experienced personnel. Management of your Company strongly focuses on the performance of the Managers. The Board acknowledges its thanks to all the employees for making significant contribution to your Company.

Our employees are our core resource. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective. The belief "Great People create Great Organization" has been at the core of the Company's approach to its people.

Your Company has conducted several training programs for its employees to improve their working. Besides this the training programs have been conducted for improving safety and health standards of the employees.

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Your Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 53rd Annual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and is also available at the Company's website at https://www.indobell.com

Your Directors take this opportunity to express their sincere thanks to the Central Government and Governments of Various States, Financial Institutions, Bankers and Customers for their cooperation and assistance extended.

Your Directors also wish to express their deep appreciation for the integrity and hard work of all the employees of the Company at all levels to copeup the challenging scenario and strive for the growth of our Company.

The Board also takes this opportunity to express their deep gratitude for the continued cooperation and support received from the shareholders.

(Chairman & Managing Director) (Executive Director) DIN:00591075 DIN:00591026

Date: 24th May, 2025 Place: Kolkata