54TH ANNUAL REPORT FOR THE FY 2025-2026

2.9.2026 The Secretary BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400001 BSE Script Code/Script ID: 544334/ Indobell Dear Sir/ Madam, Sub: Notice of the Fifty Fourth Annual General Meeting and the Annual Report for the Financial Year 2025-26 The Annual Report of the Company for the financial year 2025-26 and the Notice covering Fifty Fourth Annual General Meeting (Post Listing) (“Notice”), are being sent through electronic mode to all the Members whose e-mail address is registered with the Company / Company's Registrar and Transfer Agent / Depository Participant(s) / Depositories. The Annual Report and the Notice are attached and the same are also available on the Company’s website at: Notice https://indobell.com/investors/annual-report Annual Report https://indobell.com/investors/annual-report Further, pursuant to Regulation 36(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a letter providing the web-link of the Annual Report, is being sent to those Members(s) who have not registered their e-mail addresses is also attached and available on the website of the Company at www.indobell.com Kindly take the above on record. Thanking you Yours faithfully Sanjay Agarwal Company Secretary and Compliance Officer Mem No. A15785 Copy to: 1. M/s. Integrated Registry Management Services Pvt. Ltd. No. 30, Ramana Residency 4th Cross, Sampige Road Malleswaram Bangalore 560003 2. National Securities Depository Limited 3rd Floor, Naman Chamber Plot C-32, G-Block Bandra Kurla Complex Bandra East Mumbai – 400051 3. Central Depository Services (India) Limited Marathon Futurex, A-Wing, 25th Floor N.M. Joshi Marg Lower Parel Mumbai – 400013 Indobell InsulatIons lImIted CORPORATE INFORMATION Board of Directors Chairman and Managing Director Mr. Vijay Burman Executive Director Mr. Man Mohan Burman Ms. Megha Burman Non-Executive Director Registrar and Share Transfer Agent Mr. Avinash Singh M/s. Integrated Registry Management Services Pvt. Ltd. No. 30, Ramana Residency Independent Director 4th Cross, Sampige Road Mr. Sudeep Sanyal Malleswaram Ms. Anjana Dikshit Bangalore 560003 Chief Financial Officer Company Secretary and Compliance Officer Mr. Abhirup Bose Mr. Sanjay Agarwal Statutory Auditor Internal Auditor M/s. Bandyopadhyay & Dutt M/s. Basu Chatterjea & Co. Chartered Accountants Chartered Accountants 30/1/1 Basudevpur Road Kusumalaya 1st Floor 22/9 Monoharpukur Road, 2nd Floor Kolkata 700061 Kolkata 700029 Secretarial Auditor Registered Office Ms. Prachi Todi 88C, Lake View Road Company Secretary (For F.Y. 2025-26) Kolkata – 700 029 46, East Topsia Road, Arupota Kolkata 700105 Audit Committee Corporate Office Ms. Anjana Dikshit – Chairperson 20/1A, Lake View Road Mr. Sudeep Sanyal Kolkata – 700 029 Mr. Vijay Burman Nomination and Remuneration Committee Mr. Sudeep Sanyal - Chairman Ms. Anjana Dikshit Mr. Avinash Singh Indobell InsulatIons lImIted CONTENTS Page No. Notice 3 Notes 4 Directors’ Report 17 Auditors Report 43 Balance Sheet 52 Statement of Profit & Loss 53 Cash Flow Statements 54 Notes to Financial Statement 55 Indobell InsulatIons lImIted NOTICE OF ANNUAL GENERAL MEETING (AGM) Notice is hereby given that the 54th Annual General Meeting of the members of Indobell Insulations Limited will be held on Wednesday, September 30, 2026, at 11.30A.M. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following businesses: ORDINARY BUSINESS: 1. To consider and adopt the Audited Annual Financial Statements for the financial year ended 31st March,2026 including the Reports of the Board of Directors and the Auditor’s thereon. 2. To appoint a Director in place of Mr. Man Mohan Burman (DIN: 00591026), who retires by rotation and being eligible, offers himself for re-appointment. 3. To appoint Statutory Auditors of the Company and to fix their remuneration and in this regard to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to Sections 139, 140 and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Bandyopadhyay & Dutt, Chartered Accountants, having Firm Registration No. 325116E and having office address at 30/1/1, Basudevpur Road, 1st Floor, Kolkata-700061 be and is hereby appointed as Statutory Auditors of the Company who shall hold the office from the 51st Annual General Meeting till the conclusion of 56th Annual General Meeting subject to ratification in every Annual General Meeting, at a remuneration, to be decided mutually between M/s. Bandyopadhyay & Dutt, Chartered Accountants and Board of Directors.” SPECIAL BUSINESS 4. To consider and if thought fit to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 61(1)(a) and 64 and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the rules framed there under, the consent of the members of the Company be and is hereby accorded, to increase the Authorized Share Capital of the Company from existing Rs. 7,00,00,000/- (Rupees Seven Crores) divided into 70,00,000 (Seventy Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 15,00,00,000/- (Rupees Fifteen Crore) divided into 15,000,000 (One Crore Fifty lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each by creation of additional 80,00,000 (Eighty Lakh) Equity Shares of Rs. 10/- each ranking pari-passu in all respect with the existing Shares of the Company. RESOLVED FURTHER THAT pursuant to the provisions of Section 13, 61 and 64 and other applicable provisions of the Companies Act, 2013 (including any amendment thereto or re- enactment thereof) and the rules framed there under, the consent of the members of the Company be and is hereby accorded, for substituting the Clause V of the Memorandum of Association of the Company with the following clause: V. The Authorized Share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Crore) divided into 15,000,000 (One Crore Fifty lakhs) Equity Shares of Rs. 10/- each. RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, any Director/Company Secretary of the Company be and is hereby authorized on behalf of the Board to take all such necessary actions and/ or to give such directions and to do all such acts and deeds as may be considered necessary for filing of necessary e-forms with the concerned regulatory bodies or authorities.” By Order of the Board of Directors For Indobell Insulations Limited Sanjay Agarwal Company Secretary August 21, 2026 (Membership No. ACS 15785) Registered Office Indobell Insulations Limited 88C, Lake View Road Kolkata – 700029 Email: cs@indobell.com Website: www.indobell.com CIN: L26102WB1972PLC028352 Indobell InsulatIons lImIted NOTES: 1. A Statement pursuant to the provisions of Section 102(1) of the Act, relating to the Special Business to be transacted at the AGM, is annexed hereto. Further, additional information as required under Listing Regulations and Circulars issued thereunder are also annexed. 2. Pursuant to the General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (MCA) and circular issued by SEBI vide circular no. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2024/ 133 dated October 3, 2024 (“SEBI Circular”) and other applicable circulars and notifications issued (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time, companies are allowed to hold AGM through Video Conferencing (VC) or other audio visual means (OAVM), without the physical presence of members at a common venue. In compliance with the said Circulars, AGM shall be conducted through VC / OAVM. 3. Pursuant to the Circular No. 14/2020 dated [Showing first 8,000 characters — download PDF for full document]