Directors Report of Bluegod Entertainment Ltd.

Mar 31, 2025

Our Directors have pleasure in presenting the Forty One (41^st) Annual Report on the business and
operations of your Company together with the audited accounts for the financial year ended March
31^st, 2025.

1. Financial Summary/ Performance of the Company:

(Rs. Tn Lakhs)

Particulars	For the financial year ended March 31,2025	For the financial year ended March 31, 2024
Revenue from Operation	229.71	44.57
Other Income	6.50	66.43
Total Revenue	236.21	111.00
Cost of Material Consumed	-	33.30
Purchase of stock-in-trade	0.75	-
Change in inventories of Finished Goods,
Work-in-Process and Stock-in-Trade	-	9.28
Employees benefits expenses	4.89	13.55
Finance Cost	-	-
Depreciation and Amortisation Expenses	-	18.29
Other Expenses	48.43	96.32
Total Expenses	54.07	170.74
Profit before exceptional and extraordinary
items and tax	182.14	(59.74)
Exceptional Item	-	-
Profit before Tax	182.14	(59.74)
Less: Current Tax	-	-
Deferred Tax	-	(77.13)
Profit For the Year	182.14	17.39
Other Comprehensive Income	-	-
Total Comprehensive Income for the year	182.14	17.39
Earning Per Share (EPS)
Basic	2.81	0.27
Diluted	2.81	0.27

2. Dividend

Your directors have considered it financially prudent in the long-term interest of the Company
to reinvest the profits in the business of the Company to build a strong reserve base and grow
the business of the Company. No final dividend has therefore been recommended for the year
ended March 31, 2025

3. Transfer to Reserves

During the year under the review your company has not declared dividend from the general
reserves of the Company Your Company has not transferred any sum to the General Reserves.

4. Transfer of Unclaimed Dividend and Unclaimed Shares:

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit,
Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof), no
unpaid/unclaimed dividends were transferred during the year under review to the Investor
Education and Protection Fund.

5. Operations Review and the state of affairs of the Company

During the year under the review your Company focuses on achieving milestone in the same
area. This would strengthen the generation and sustainability of revenue in the years to come.
Your Company achieved total revenue of Rs 236.21/- Lakhs in 2024-25 as against Rs. 111.00/-
Lakhs in 2023-24 and making a profit of Rs. 182.14/- Lakhs in 2024-25 as against Profit of Rs.
17.39/- Lakhs in 2023-24.

6. Nature of Business

There is change in the nature of business of the company during the year. The company is
engaged in the business of Film and Entertainment Production To produce, co-produce, finance,
acquire, own, lease, license, exploit, distribute, exhibit, and otherwise deal in films, web series,
documentaries, animation, short films, and other forms of audio-visual content for all media
platforms, including theatrical release, television broadcasting, streaming services, and online
platforms. To develop, write, acquire, and own stories, scripts, screenplays, and other creative
content for film and entertainment projects. To engage, employ, or collaborate with writers,
directors, actors, producers, technicians, and other personnel involved in film and entertainment
production. To establish, acquire, maintain, and operate studios, editing facilities, and other
infrastructure necessary for film and entertainment production.

Audio Content Production: To create, produce, acquire, own, distribute, license, and exploit
audio content, including podcasts, audiobooks, music recordings, sound effects, and other forms
of audio entertainment. To develop and manage a portfolio of intellectual property related to
audio content.

Digital Content Production: To develop, create, acquire, own, distribute, license, and exploit
digital content in various formats, including websites, mobile apps, games, virtual reality
experiences, and other innovative forms of digital entertainment.

To engage in digital marketing and promotion of the Company''s content across various online
platforms Film and Entertainment Trade To acquire, own, sell, lease, license, distribute, exhibit,

and otherwise deal in films, television programs, audio content, digital content, and other
entertainment-related products and services. To participate in film festivals, markets, and other
industry events. To enter into co-production agreements, joint ventures, and other strategic
partnerships with other companies in the film and entertainment industry.

Ancillary Activities to carry on the business of merchandising, licensing, and exploiting the
intellectual property rights related to the Company''s content. To invest in other businesses or
ventures related to the film and entertainment industry. To do all such things as are incidental or
conducive to the attainment of the above objects or any of them.

7. Share Capital/ Capital Structure and Listing of Share

The Authorised Share capital of the Company as at 31^st March, 2025 was Rs. 56,00,00,000/-
divided into 5,60,00,000 equity shares of Rs. 10/- each.

The Paid-up Share Capital of your Company as on 31^st March, 2025 was Rs. 55,05,50,950
divided into 55,055,095 equity shares of Rs. 10/- each.

Further, during the year, the company has passed a resolution for Increase in Authorised Share
Capital of the Company from Rs. 7,50,00,000/- (Seven Crores and Fifty Lakhs Rupees only)
divided into 75,00,000 (Seventy Five Lakh) equity shares of face value of Rs. 10/- (Ten Rupee
only) each to 30,00,00,000/- (Thirty Crores Rupees only) divided into 3,00,00,000 (Three
Crores Rupees) equity shares of face value of Rs. 10/- (Ten Rupee only) with the approval of
shareholders of the company through Postal Ballot dated 31^st August, 2024

Further, during the year, the company has passed a resolution for Increase in Authorised Share
Capital of the Company from Rs. 30,00,00,000/- (Thirty Crores Rupees only) divided into
3,00,00,000 (Three Crores Rupees) equity shares of face value of Rs. 10/- (Ten Rupee only)
each to 56,00,00,000 /- (Rupees Fifty-Six Crores Only) divided into 5,60,00,000 (Rupees Five
crores Sixty lakhs Only) equity shares of face value of Rs. 10/- (Ten Rupee only) with the
approval of shareholders of the company through Postal Ballot dated 19^th April, 2025.

During the year under review, the company allotted 4,85,78,025 Rights Equity Shares of face
value of ?10/- each on 23^rd June 2025 at a price of ?10/- per Rights Equity Share.

The Company’s equity shares are listed with BSE Limited.

8. Material changes and commitments affecting the financial position of the Company

Material Changes and Commitments Affecting Financial Position of the Company:

Subsequent to the end of the financial year i.e. 31^st March 2025 and up to the date of this
Report, the following material changes and commitments have occurred which have an impact
on the financial position of the Company:

During the year under review, the company has on June 23, 2025, allotted 4,85,78,025 Rights
Equity Shares of face value of ?10/- each at a price of ?10/- per Rights Equity Share.

(i) Change in Name of the Company

During the year under review, the name of the Company was changed from Indra Industries
Limited to Bluegod Entertainment Ltd, pursuant to the approval of the Board of Directors,
shareholders, and the Ministry of Corporate Affairs.

The change was undertaken to better reflect the Company’s evolving business focus and
strategic direction. The Board approved the change in name at its meeting held on 05^th
September, 2024 which was subsequently approved by the shareholders through a 40^th Annual
General Meeting dated 28^th September, 2024. The Registrar of Companies, Gwalior, issued a
fresh Certificate of Incorporation pursuant to name change on 18^th October, 2024. Accordingly,
the new name Bluegod Entertainment Ltd is effective from that date.

All necessary regulatory filings and updates with the stock exchanges and other authorities have
been duly completed.

(ii) Promoter Reclassification

During the year under review, the Company received a request from certain individuals/entities
forming part of the existing promoter/promoter group for reclassification from the category of
“Promoter/Promoter Group” to “Public” category, in accordance with Regulation 31A of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors at its meeting held on 29^th June, 2024, after considering the request and
ensuring compliance with the applicable regulatory requirements, approved the reclassification
of Ms. Astha Jain, Mr. Virendraa K Jain, Mr. Nilay Jain and Mr Kovid Jain from
“Promoter/Promoter Group” to “Public” category, subject to the approval of the shareholders
and stock exchanges.

The reclassification has no impact on the management or control of the Company, which
continues to remain with the existing promoters/promoter group.

The Company has made all requisite disclosures in this regard to the stock exchanges as per
applicable laws.

9. Subsidiaries, Associate Companies and Joint Venture

The Company is not required to consolidate its financial statement for the year ended 31^st
March, 2025 as the Company does not have any subsidiaries, joint venture, or associate
Companies.

10. Indian Accounting Standards (Ind As):-

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette dated
February 16, 2015, notified the Indian Accounting Standard (Ind As) and Ind AS has replaced
the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read
with Rule 7 of the Companies (Accounts) Rules, 2014. The Company has adopted Indian
Accounting Standards (“Ind AS”) from April 01, 2017 (transition date to Ind AS is April 01,
2016) and the financial Statements have been prepared in accordance with recognition and
measurement principal of Indian Accounting Standards (“Ind AS”) as prescribed under the
Companies (Indian Accounting Standards) Rules, 2015, as specified in section 133 of the
Companies Act, 2013.

The Annual Accounts for the year ended 31^st March, 2025 have also been prepared in
accordance with Indian Accounting Standard (Ind AS).

11. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo

The Company being engaged in the business of Film and Entertainment Production and Audio
and Video content Production and does not have any energy utilization or technology
absorption. The Company during the year under review does not have any inflow or outflow in
foreign exchange.

The Information relating to conservation of energy, technology absorption, foreign exchange
earnings and outgo under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3)
of the Companies (Accounts) Rules, 2014 is enclosed as “Annexure-I” and forms part to this
report.

12. Board Meetings

During the year under review, the Board met Fourteen (14) times.

The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.

Board Meeting dates are finalized in consultation with all directors and agenda papers backed
up by comprehensive notes and detailed background information are circulated well in advance
before the date of the meeting thereby enabling the Board to take informed decisions.

Following is the attendance of each of the Directors at the Board Meetings held during the
period under review:

S. No.	Date of Meeting	Total No of Directors as on date of meeting	Attendance
			No. of Directors attended	% of Attendance
1	29-04-2024	6	6	100
2	30-04-2024	6	6	100
3	08-05-2024	6	6	100
4	05-06-2024	4	4	100
5	29-06-2024	4	4	100
6	01-08-2024	4	4	100
7	14-08-2024	4	4	100
8	05-09-2024	4	4	100
9	06-09-2024	4	4	100
10	20-09-2024	4	4	100
11	14-11-2024	4	4	100
12	31-01-2025	4	4	100
13	13-02-2025	4	4	100
14	17-03-2025	4	4	100

13. Committee Meetings

a. Audit Committee

The composition of the Audit Committee and terms of reference are in compliance with the
provisions of Section 177 of the Act. All members of the Committee are financially literate and
have accounting or related financial management expertise.

The Audit Committee consists of the following members as on March 31, 2025:

i. Afsana Mirose Kherani

ii. Amit Bajaj

iii. Saloni Mehra

During the year under review, the Audit Committee met Five (5) times.

Following is the detail of the attendance of each of the members of the Audit Committee at its
Meeting held during the year under review:

S. No.	Date of Meeting	Total No of Directors as on date of meeting	Attendance
			No. of Directors attended	% of Attendance
1	30-04-2024	3	3	100
2	14-08-2024	3	3	100
3	06-09-2024	3	3	100
4	14-11-2024	3	3	100
5	13-02-2025	3	3	100

b. Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee and terms of reference are in
compliance with the provisions of Section 178 of the Act.

The Nomination and Remuneration Committee consists of the following members as on March
31, 2025:

i. Afsana Mirose Kherani

ii. Amit Bajaj

iii. Saloni Mehra

During the year under review, the Nomination and Remuneration Committee met 2 (Two)
times.

Following is the detail of the attendance of each of the members of the Nomination and
Remuneration Committee at its Meeting held during the year under review:

S. No.

Date of Meeting

Total No of Directors as on date of meeting

Attendance

			No. of Directors attended	% of Attendance
1	29-04-2024	3	3	100
2	08-05-2024	3	3	100

c. Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee and terms of reference are in
compliance with the provisions of Section 178 of the Act.

The Stakeholders Relationship Committee consists of the following members as on March 31,
2025:

i. Afsana Mirose Kherani

ii. Amit Bajaj

iii. Saloni Mehra

During the year under review, the Stakeholders Relationship Committee met 2 (Two) times.

Following is the detail of the attendance of each of the members of the Stakeholders
Relationship Committee at its Meeting held during the year under review:

S. No.	Date of Meeting	Total No of Directors as on date of meeting	Attendance
			No. of Directors attended	% of Attendance
1	13/02/2025	3	3	100
2	17/03/2025	3	3	100

14. Annual Return

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in
Form MGT-9 is available on website of the Company at www.bluegod.in.

15. Directors & Key Managerial Personnel

The Company has a professional Board with Executive Directors & Non-Executive Directors
who bring the right mix of knowledge, skills, and expertise and help the Company in
implementing the best Corporate Governance practices.

a) Retirement by Rotation

Pursuant to the provisions of Section 152 and other applicable provisions of the Companies
Act, 2013, One- third of such of the Directors as are liable to retire by rotation, shall retire
every year and, if eligible, offer themselves for re-appointment at every AGM.
Consequently, Ms. Afsana Mirose Kherani (DIN: 09604693), Director, is liable to retire by
rotation at the ensuing Annual General Meeting of the Company and being eligible, she has
offered herself for re-appointment. Necessary resolution for her re-appointment are included

in the Notice of AGM for seeking approval of members. The Board of Directors has
recommended her re-appointment.

The details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 regarding re-appointment of Ms. Afsana Mirose Kherani,
his brief resume, the nature of expertise in specific functional areas, names of Companies in
which he hold Directorships, committee Memberships/ Chairmanships, his shareholding in
the Company etc., are furnished in the annexure to the notice of the ensuing AGM.

16. Declaration from Independent Directors on Annual Basis

The Independent Directors have submitted their declaration of independence, stating that:

a) They continue to fulfill the criteria of independence provided in Section 149 (6) of the Act
along with Rules framed thereunder and Regulation 16(1)(b); and

b) There has been no change in the circumstances affecting his/ their status as Independent
Directors of the Company.

The Independent Directors have also confirmed that they have complied with the Company’s
Code of Conduct. In terms of Section 150 of the Act and Rules framed thereunder, the
Independent Directors have also confirmed their registration (including renewal of applicable
tenure) and compliance of the online proficiency self- assessment test with the Indian Institute
of Corporate Affairs (IICA).

The Board opined and confirm, in terms of Rule 8 of the Companies (Accounts) Rules, 2014
that the Independent Directors are persons of high repute, integrity and possess the relevant
expertise and experience in their respective fields.

Policy on Directors’ appointment and Policy on Remuneration

Pursuant to the provisions of Section 134 (3) (e) and Section 178 of the Companies Act,
2013 and in terms of Regulation 19(4) of the SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015, the Board has formulated a policy on Nomination and
Remuneration for its Directors, Key Managerial Personnel and senior management.

The salient features of the Policy are:

• It provides the diversity on the Board of the Company and

• It provides the mechanism for performance evaluation of the Directors

• It lays down the parameters based on which payment of remuneration (including sitting
fees and remuneration) should be made to Independent Directors and Non-Executive
Directors.

• It lays down the parameters based on which remuneration (including fixed salary,
benefits and perquisites, bonus/ performance linked incentive, commission, retirement
benefits) should be given to Whole-time Directors, KMPs and rest of the employees.

• It lays down the parameters for remuneration payable to Director for services rendered
in other capacity.

It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of the
Company. During the year under review, there were no substantive changes in the Policy
except to align the Policy with amendments made to applicable laws.

17. Directors Performance Evaluation Report

In terms of Companies Act, 2013 and SEBI Listing Regulations, there is requirement of formal
evaluation by the Board of its own performance and that of its committees and individual
directors.

The Board, in consultation with its Nomination and Remuneration Committee, has formulated a
framework containing, inter-alia, the criteria for performance evaluation of the entire Board of
the Company, its Committees and individual directors, including Independent Directors. The
framework is monitored, reviewed and updated by the Board, in consultation with the
Nomination and Remuneration Committee, based on need and new compliance requirements.

The Board of Directors have carried out the annual evaluation of its own performance, the
Individual Directors including the Chairman as well as the evaluation of the working of its
Committees. The evaluation of Board as a whole and Non-Independent Directors including
Chairman was done by the Independent Directors in their meeting held on 31^st March, 2025.The
details of evaluation process of the Board, its Committees and individual directors, including
independent directors have been provided under the Corporate Governance Report which forms
part of this Report.

18. Director’s Responsibility Statement

Pursuant to Section 134(3) (c) and Section 134(5) of the Companies act, 2013, the Board of
Directors of the Company hereby confirms and accepts the responsibility for the following in
respect of the Audited Annual Accounts for the financial year ended March 31, 2025:

a) That in the preparation of the annual accounts for the financial year ending 31^st March,
2025, the applicable accounting standards had been followed along with proper explanation
relating to material departures;

b) That the directors had selected the accounting policies and applied them consistently and
made judgements 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 and of the profit
and loss of the Company for that period;

c) That the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts/financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were
adequate and were operating effectively;

f) That the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.

19. Auditors

i. Statutory Auditor and their Report

Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed there under, the
Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors
of the Company.

The Audit report on the financial statement of the Company for the FY 2024-25 forms part of
the Annual Report. There are no qualifications, reservations or adverse remarks or
disclaimer made by M/S S D P M & CO Chartered Accountants, in their report for the
financial year ended 31^st March, 2025.

Pursuant to Section 134 (3) (ca) during the year under review, the Statutory Auditor have not
reported any instances of frauds committed in the Company by its Officers or Employees to the
Audit Committee or the Board or Central Government under Section 143(12) of the Companies
Act, 2013, details of which needs to be mentioned in this report.

ii. Cost Auditors and Maintenance of Cost Records

In pursuant to Section 148(1) of the Companies Act, 2013 and rules and regulation made there
under read with the Companies (Accounts Rules) Amendment Rules, 2018, Cost audit is not
applicable to the Company and therefore maintenance of cost records as specified under
section 148(1) of the Act, is not required.

iii. Secretarial Auditors and Secretarial Audit Report

In terms of Section 204(1) of Companies Act, 2013, read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s
Vishakha Agrawal & Associates, Practising Company Secretaries, Indore as the Secretarial
auditor of the Company for the financial year ending 31^st March, 2025.

The Secretarial Audit Report submitted by M/s Vishakha Agrawal & Associates, Practising
Company Secretaries in prescribed format in MR-3 to the shareholders of the Company is
annexed to this Report as “Annexure-A”

20. Particulars of loans, guarantees or investments made under Section 186 of the Companies
Act, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the
Act are given in the Note No. 1.10 to the financial statements.

21. Unsecured Loan from Directors:

During the year under review, the Company has borrowed an unsecured loan from Directors of
the Company. Details of which are given in the Note No. 1.10 to the financial statements.

22. Shifting of Registered Office of the Company

On January 31^st , 2025, the Company has shifted its registered office from 406, Airen Heights,
Opp. Orbit Mall, Scheme No.54, Vijay Nagar, A.B. Road, Indore M.P To 228 Part-B, The
Zodiac Mall, Bicholi Mardana, Indore (M.P.)-452010 with in the same city.

On July 29^th, 2025, the Company has shifted its registered office from from 228 Part-B, The
Zodiac Mall, Bicholi Mardana, Indore (M.P.)-452010 To 301-G Goyal Vihar, Gate No. 2
Khajrana Road, Indore (M.P) within the same city.

23. Related party transactions

None of the transaction with related parties (related to business) falls under the scope of
Section 188(1) of the Act, Information on transactions with related parties pursuant to section
134 (3) (h) of the Act read with rule 8(2) of Companies (Accounts) Rules, 2014 are given in
“Annexure 1” in Form AOC-2 and same forms part of this report.

24. Internal Audit

At the beginning of each financial year, an audit plan is rolled out with approval of the
Company’s Audit Committee. The plan is aimed at evaluation of the efficacy and adequacy of
internal control systems and compliance thereof, robustness of internal processes, policies and
accounting procedures and compliance with laws and regulations. Based on the reports of
internal audit, process owners undertake corrective action in their respective areas. Significant
audit observations and corrective actions are periodically presented to the Audit Committee of
the Board.

25. Internal Financial Control

According to Section 134(5)(e) of the Companies Act, 2013 read with rule 8 of the Companies
(Accounts) Rules, 2014, the term Internal Financial Control(IFC) means the policies and
procedures adopted by the Company for ensuring the orderly and efficient conduct of its
business, including adherence to Company’s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information.

The Company believes that a strong internal control framework is very much essential and is
part of good corporate governance practices. Your Company has in place well defined and
adequate internal financial control framework commensurate with the size and complexity of
its business to ensure proper recording of financial &operational information, compliance of
various internal control and other regulatory/statutory compliances. All internal Audit findings
and control systems are periodically reviewed by the Audit Committee of the Board of
Directors, which provides strategic guidance on internal control.

26. Risk Management Policy

Pursuant to the provisions of Section 134 (3) (n) of the Companies Act, 2013, the Company
has put in place comprehensive risk assessment and minimization procedures, which are
reviewed by the Board periodically. In order to effectively and efficiently manage risk and
address challenges, the Company has formulated Risk Management Policy.

The risk management approach is based on the clear understanding of the variety of risks that
the organization faces, disciplined risk monitoring and measurement and continuous risk
assessment and mitigation reserves. The objective of any risk identification and assessment
process is to evaluate the combination of like hood and level of negative impacts from an
event. The three main components of risk assessment are business risk, service/ operational
risk and external risk. The Company manages the risk in line with current risk management
best practices. This facilitates the achievement of our objectives, operational effectiveness and
efficiency, protection of people and assets, informed decision-making and compliance with
applicable law and regulations. The Board has formulated policy on Risk Management Policy
and it may be accessed at the website of the company at the Website of the Company.

27. Committees of Board

(i) Corporate Social Responsibility (CSR)

In pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014, Every company having net worth of rupees five hundred
crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five
crore or more during the immediately preceding financial year shall constitute a Corporate

Social Responsibility Committee of the Board consisting of three or more Directors, out of
which at least one director shall be an independent director.

During the year under review none of the condition as prescribed under Section 135 of the
Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules,
2014 are applicable to the company; hence the provision is not applicable.

(ii) Audit Committee

Audit Committee of the Company meets the requirements of Section 177 of the Companies
Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015. The details of the composition of the Audit Committee as required under the
provisions of Section 177(8) of the Companies Act, 2013 are given in the Corporate
Governance Report which forms part of this annual report.

The terms of reference of Audit Committee are confined to Companies Act 2013 & Regulation
18 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 read
with Part-C of Schedule II.

During the year under review, the Board has accepted all the recommendations of the Audit
Committee. The details of meetings with attendance thereof and terms of reference of Audit
Committee have been provided in the Corporate Governance Report which forms part of this
report.

(iii) Nomination and Remuneration Committee

The Company has formed the Nomination and Remuneration Committee in accordance with
the provisions of the Section 178 Companies Act 2013 and Regulation 19 of SEBI (Listing
Obligation and Disclosure Requirement) Regulations, 2015. The details about the composition
of the said committee of the Board of Directors along with attendance thereof have been
provided in the Corporate Governance Report forming part of this report.

(iv) Stakeholder Relationship Committee

The Company has also formed Stakeholder’s Relationship Committee in compliance to the
Companies Act, 2013 & Regulation 20 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details about the composition of the said committee of
the Board of Directors along with attendance thereof have been provided in the Corporate
Governance Report forming part of this report.

28. Disclosure on Pubic Deposit

During the year under review, the Company has neither accepted nor renewed any deposits in
terms of Chapter V of the Companies Act, 2013 and Rules framed thereunder.

29. Managing the Risks of Fraud, Corruption and Unethical Business Practices
Disclosure on Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism/Whistle blower Policyas a part of its vigil
mechanism. The purpose of this Policy is to enable any person including the directors,
employees, other stakeholders, etc. to raise concerns regarding unacceptable and improper
practices and/or any unethical practices in the organization without the knowledge of the
management.

All employees shall be protected from any adverse action for reporting any unacceptable or
improper practice and/or any unethical practice, fraud or violation of any law, rule or
regulation, potential or actual violation, leakage of unpublished price sensitive information
without fear of reprisal.

The Company believes in the conduct of its affairs and its constituents by adopting the highest
standards of professionalism, honesty, integrity, and ethical behavior, in line with the Code of
Conduct (‘Code’). All the stakeholders are encouraged to raise their concerns or make
disclosures on being aware of any potential or actual violation of the Code, policies or the law.
Periodic awareness sessions are also conducted for the same.

The Board has formulated policy on Vigil Mechanism/ Whistle blower Policy and the same
may be accessed at the website of the Company.

30. Significant and material orders passed by the regulators or courts or tribunals impacting
the going concerns status and company''s operations in future

The Company has not received any significant or material orders passed by any regulatory
authority, court or tribunal which shall impact the going concern status and Company''s
operations in future.

31. Corporate Governance

Good Corporate practice is a norm at Bluegod Entertainment Limited (Formerly Known as

Indra Industries Limited). The Company is committed to maintain the highest standards of
Corporate Governance and adhere to the Corporate Governance requirements set out by the
Securities and Exchange Board of India (SEBI). Besides complying with the legal framework
of Corporate Governance Practices. As per the requirement of Regulation 34(3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 executed with the Stock
Exchange(s), Your Company has complied with the Corporate Governance norms as stipulated
under the Listing Regulations. A detailed report on Corporate Governance forms part of this
Annual Report.

32. Management Discussion & Analysis Report

As per requirements of Listing Regulations, a detailed review of the developments in the
industry, performance of the Company, opportunities and risks, internal control systems,
outlook etc. of the Company is given under the head Management Discussion and Analysis
Report, which forms part of this Annual Report.

33. Sexual Harassment of Woman at work place

The Company has zero tolerance for sexual harassment at workplace and had in place policy on
Prevention, Prohibition and Redressal of Sexual Harassment for women at workplace in
accordance with the requirements of Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (‘POSH Act’) and Rules made thereunder.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (POSH Act) and Rules made thereunder, the Company has
constituted Internal Committees (IC). Our POSH Policy is now inclusive and gender neutral,
detailing the governance mechanisms for prevention of sexual harassment issues relating to

employees across genders including employees who identify themselves with LGBTQI
community. During the year, company has not received any sexual harassment complaints.

To build awareness in this area, the Company has been conducting induction/refresher
programmes in the organisation on a continuous basis. During the year, your Company organised
offline training sessions on the topics of Gender Sensitisation and Code Policies including POSH
for all office employees.

During the year under review, no complaint pertaining to sexual harassment at work place has
been received by the Company.

34. Independent Director’s familiarisation Programme

The Company has formulated a programme for familiarization of Independent Director with
regard to roles, rights, responsibilities, nature of the industry in which the Company operates,
the business model of the Company etc. The details of the Familiarization Programmes as
conducted by the Company are available on the website of the Company at www.bluegod.in.
However, during the year under review, there was no change in the nature of business of the
company and its business vertical/structure/operational strategy, etc., which would have
necessitated fresh Familiarization Programme for Independent Directors.

The details of familiarisation program may be accessed on the Company’s website

https://bluegod.in/wp-content/uploads/2025/07/FAMILIARIZATION-PROGRAMME-FOR-

INDEPENDENT-DIRECTORS-1.pdf

35. Secretarial Standards

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of
Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

36. Investor Services

To improve investor services, your Company has taken the following initiatives:-

• An Investor Relation Section on the website of the Company (www.bluegod.in) has been
created to help investors to know the policies and rights of investors.

• There is a dedicated e-mail id [email protected] for sending communications to the
Company Secretary. Members may lodge their requests, complaints and suggestions on this
e-mail as well.

37. Listing

The Company’s equity shares are listed on BSE Limited (“BSE”) having nation-wide trading
terminals.

38. General

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

a) Details relating to deposits covered under Chapter V of the Act.

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

c) The 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.

d) Any remuneration or commission received by Managing Director of the Company, from
any of its subsidiary.

e) During the period No fraud has been reported by the Auditors to the Audit Committee or
the Board.

f) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

g) There was no instance of onetime settlement with any Bank or Financial Institution.

39. Compliance with the Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including
all applicable amendments and rules framed thereunder. The Company is committed to
ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women
employees are provided with maternity benefits as prescribed under the Maternity Benefit Act,
1961, including paid maternity leave, nursing breaks, and protection from dismissal during
maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions
on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold
the spirit and letter of the legislation.

40. Details of application made or any proceeding pending under the insolvency and
bankruptcy code, 2016 during the year along with their status as at the end of the
financial year:

During the year under review and till date of this Report, the Company has neither made any
application against anyone nor any proceedings were pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

41. Details of difference between the 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 Company has neither availed any loan from banks or financial institution and hence there is no
application being ever made for One Time Settlement (OTS) with any banks or financial institution.

42. Appreciation

Your Company has been able to perform efficiently because of the culture of professionalism,
creativity, integrity and continuous improvement in all functions and areas as well as the
efficient utilization of the Company''s resources for sustainable and profitable growth.

The Directors hereby wish to place on record their appreciation of the efficient and loyal
services rendered by each and every employee, without whose whole-hearted efforts, the overall
satisfactory performance would not have been possible.

The Directors appreciate and value the contribution made by every member of the Bluegod
Entertainment Limited (Formerly Known as Indra Industries Limited) family.

By the order of the Board of Directors
For Bluegod Entertainment Limited
(Formerly Known As Indra
Industries Limited)

Sd/- Sd/-

Place: Indore Nitin Ashokkumar Khanna Afsana Mirose Kherani

Date: 12^th August, 2025 Managing Director Non - Executive Non -

Independent Director

(DIN: 09816597) (DIN:- 09604693)

---

Mar 31, 2024

Your Directors are pleased to present the 40^th Annual Report on the business and operations of
Indra Industries Limited together with the Audited Financial Statements of your Company for the
year ended March 31, 2024.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF FINANCIAL STATEMENTS:

The financial statements of the Company for the financial year ended March 31, 2024, have
been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the
Ministry of Corporate Affairs and as amended from time to time.

The Company''s performance during the financial year ended March 31, 2024 as compared to
the previous financial year is summarized below:

(Amount in Lakhs except EPS)

Particulars	Year ended 31st	Year ended 31st
	March 2024	March 2023
Total Income	111.00	331.58
Total Expenditure	170.74	369.89
Profit/(Loss) before Exceptional & Extraordinary Items & Tax	(59.74)	(38.31)
Exceptional Items	0.00	0.00
Extraordinary Items	0.00	0.00
Profit/(Loss) before Tax	(59.74)	(38.31)
Less: Provision for Tax Current Tax	0.00	0.00
Deferred Tax	77.13	59.97
Earlier year Tax	0.00	0.00
Profit/Loss after Tax	17.40	(98.28)
Paid up Equity Share Capital	647.71	647.71
Earnings per share (Rs. 10/- each) Basic & Diluted (in Rs.)	0.27	(1.52)

1.2 OPERATIONAL AND STATE OF COMPANY''S AFFAIRS:

During the financial year 2023-24, Company has total income of Rs. 111 Lacs in comparison to
previous year''s total income of Rs. 331.58 Lacs and incurred net pofit (after tax) of Rs. 17.4
Lakhs in comparison to previous year''s incurred net loss of Rs. 98.28 Lacs.

2) ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Companies Act, 2013, the draft Annual Return as on 31^st
March, 2024 prepared in accordance with Section 92(3) of the Companies Act, 2013 is made
available on the website of your Company and can be assessed using the web link
http://indraindustries.in/wp-content/uploads/2024/Form MGT 7 Website Indra.pdf

3) COMPOSITION OF BOARD OF DIRECTORS, COMMITTEES AND NUMBER OF MEETINGS OF
THE BOARD, ITS COMMITTEES:

I. BOARD OF DIRECTORS:

The Composition of the Board is in conformity with Section 149 of the Companies Act, 2013
(“the Act”) with an appropriate combination of Executive, Non-Executive and Independent
Directors.

The Board of your Company comprises of four Directors as on 31^st March, 2024. Independent
Directors are Non-Executive Directors as defined under Regulation 16(1)(b) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015
(“SEBI Listing Regulations”) read with Section 149(6) of the Companies Act, 2013. The
maximum tenure of Independent Directors is in compliance with the Act and all the
Independent Directors have confirmed that they meet the criteria as mentioned under
Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Section 149(6) of the Companies Act, 2013.

Further, during the financial year 2023-24, Four (4) Board Meetings were held i.e. on 18^th May,
2023, 08^th August, 2023, 09^th November, 2023, 13^th February, 2024 respectively. The Board met
at least once in every calendar quarter and gap between two meetings did not exceed 120 days.
Proper notices for meeting were given and the proceedings were properly recorded and draft
Minutes of Board Meeting were circulated to members of the Board for their comments.

Composition and Attendance of Directors at the meetings held during the year 2023-24 are
mentioned in the table below:

Sr. No	Name of Directors	Category	Number of Board Meetings held during their tenure		Attendance at the previous AGM held on 20th September, 2023
			Held	Attended
1.	Mr. Virendraa K Jain (DIN:00326050)	Managing Director	4	4	Yes
2.	Mrs. Astha Jain (DIN:00408555)	Non Executive Non Independent Director	4	4	Yes
3.	Mr. Suresh Joshi (DIN:08279609)	Non Executive Independent Director	4	4	No
4.	Mr. Deepak Kothari (DIN:08522003)	Non Executive Independent Director	4	4	Yes

Due to change in management of the company all the directors of the company resigned from
their respective post and following director appointed in the company.

• Mr. Nitin Ashokkumar Khanna Appointed As Managing Director On 31^th April, 2024

• Ms. Afsana Mirose Kherani Appointed As Additional Executive Director On 29^th April, 2024

• Mr. Amit Bajaj Appointed As Additional Non-Executive Independent Director On 7^th May
2024

• Ms. Saloni Mehra Appointed as Additional Independent Director of on the 7^th May 2024

All the Directors are subject to approval of shareholder of the company in the 40^th Annual
General Meeting except Mr. Nitin Ashok Kumar Khanna.

II. AUDIT COMMITTEE:

The Company has constituted Audit Committee as per requirement of Section 177 of the
Companies Act, 2013. The terms of reference of Audit Committee are broadly in accordance
with the provisions of Companies Act, 2013. The recommendations of the Audit Committee
were duly approved and accepted by the Board during the year under review.

Further, during the financial year 2023-24, Four (4) Board Meetings were held i.e. on 18^th
May, 2023, 08^th August, 2023, 09^th November, 2023, 13^th February, 2024 respectively.

The composition of the Audit Committee and attendance of its members at its meetings held
during the year 2023-24 is as follows:

Sr. No	Name of Directors	Category	Designation	Number of during t	meetings ie year
				Held	Attended
1.	Mr. Deepak Kothari (DIN:08522003)	Non Executive Independent Director	Chairperson	4	4
2.	Mr. Suresh Joshi	Non Executive	Member	4	4

	(DIN:08279609)	Independent Director
3.	Mrs. Astha Jain (DIN:00408555)	Non Executive Non Independent Director	Member	4	4

All the members of the Committee are financial literate and possess accounting and related
financial management expertise.

Due to change in management of the company, Audit Committee Newly constituted by the new
directors of the company.

The composition of the Audit Committee for the year 2024-2025

1.	SALONI MEHRA (Additional Independent Director)
2.	AMIT BAJAJ (Additional Independent Director)
3.	AFSANA MIROSE KHERANI (Additional Executive Director)

III. NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted Nomination and Remuneration Committee as per requirement
of Section 178(1) of the Companies Act, 2013. The terms of reference of Nomination and
Remuneration Committee are broadly in accordance with the provisions of Companies Act,
2013. During the financial year, the Committee met on one occasion on 13^th February, 2024.

The composition and attendance of members at the Meeting of the Nomination and
Remuneration Committee held during the year 2023-24 is given below:

Sr. No	Name of Directors	Category	Designation	Number o during	f meetings the year
				Held	Attended
1.	Mr. Deepak Kothari (DIN:08522003)	Non Executive Independent Director	Chairperson	1	1
2.	Mr. Suresh Joshi (DIN:08279609)	Non Executive Independent Director	Member	1	1
3.	Mrs. Astha Jain (DIN:00408555)	Non Executive Non Independent Director	Member	1	1

Due to change in management of the company, Nomination and Remuneration Committee
Newly constituted by the new directors of the company.

The composition of the Nomination and Remuneration Committee for the year 2024¬
2025

1.	SALONI MEHRA (Additional Independent Director)
2.	AMIT BAJAJ (Additional Non-Executive Director)
3.	NITIN ASHOKKUMAR KHANNA (Managing Director)

IV. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee constituted by the Board of the Company is in
compliance with the provisions of Section 178(5) of the Companies Act, 2013. During the year
the Committee met on one occasion on 13th February, 2024.

The composition and attendance of members at the meeting of the Stakeholders Relationship
Committee held during the year 2023-24 is given below:

Sr. No	Name of Director	Category	Designation	Number of meetings during their tenure
				Held	Attended
1.	Mr. Deepak Kothari (DIN:08522003)	Non-Executive Independent Director	Chairperson	1	1
2.	Mr. Suresh Joshi (DIN:08279609)	Non-Executive Independent Director	Member	1	1
3.	Mrs. Astha Jain (DIN:00408555)	Non-Executive Non Independent Director	Member	1	1

Due to change in management of the company, Stakeholders Relationship Committee Newly
constituted by the new directors of the company.

The composition of the Stakeholders Relationship Committee for the year 2024-2025

1.	SALONI MEHRA (Additional Independent Director)
2.	AMIT BAJAJ (Additional Non-Executive Director)
3.	NITIN ASHOKKUMAR KHANNA (Managing Director)

V. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year on 13^th February, 2024. The meeting was
conducted in an informal manner without the presence of the Chairman of the Company and
Non-Executive Non-Independent Director of the Company.

The Board of Director declares that the Independent Directors in the opinion of the Board are:

a) Persons of integrity and they possess relevant expertise and experience;

b) Not a promoter of the Company or its holding, subsidiary or associate company;

c) Have/had no pecuniary relationship with the company, its holding, subsidiary or
associate company or promoter or directors of the said companies during the two
immediately preceding financial year or during the current financial year;

d) None of their relatives have or had pecuniary relationship or transactions with the
company, its holding, subsidiary or associate company or promoter or directors of the
said companies amounting to two percent or more of its gross turnover or total income
or fifty lakh rupees whichever is lower during the two immediately preceding financial
years or during the current financial year.

e) Who, neither himself nor any of his relatives—

f) holds or has held the position of a key managerial personnel or is or has been employee
of the company or its holding, subsidiary or associate company in any of the three
financial years immediately preceding the financial year in which he is proposed to be
appointed;

g) is or has been an employee or proprietor or a partner, in any of the three financial years
immediately preceding the financial year in which he is proposed to be appointed, of -

h) a firm of auditors or company secretaries in practice or cost auditors of the company or
its holding, subsidiary or associate company; or

i) Any legal or a consulting firm that has or had any transaction with the company, its
holding, subsidiary or associate company amounting to ten percent. or more of the gross
turnover of such firm;

j) Holds together with his relatives two percent or more of the total voting power of the
company; or is a Chief Executive or director, by whatever name called, of any non-profit
organization that receives twenty-five percent or more of its receipts from the Company,
any of its promoters, directors or its holding, subsidiary or associate company or that
holds two per cent. Or more of the total voting power of the company; or possess

Such other qualifications as prescribed in Rule 5 of the Companies (Appointment and

Qualification of Directors) Rules, 2014.

4) DIVIDEND:

Due to losses, your directors have not recommended any dividend for the year under review.

5) AMOUNTS TRANSFERRED TO RESERVES:

During the financial year 2023-24, no amount has been transferred to reserves.

6) DEPOSITS:

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies
Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time
to time.

THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS
OF CHAPTER V OF THE ACT:

Not applicable since company has not accepted any deposits, therefore, the question does not
arise regarding noncompliance with the requirements of Chapter V of the Act.

DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS:

Pursuant to Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(viii) of Companies
(Acceptance of Deposits) Rules, 2014, (including any statutory modification or re-enactment
thereof for the time being in force), the details of unsecured loan received from directors are
given below:

(Amount in Lacs)

S. No.	Name of Directors	Category	Outstanding Amount
1.	KMP	Interest on Loan	20.98
2.	KMP	Loan taken	55.10

7) DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

During the financial year ended on 31^st March, 2024, the Company did not have any subsidiary,
joint venture or associate company.

8) DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s
Articles of Association, Mr. Nitin Khanna (DIN: 09816597), Managing Director of the Company
retires by rotation at the ensuing 40^th Annual General Meeting and being eligible, offers herself
for re-appointment. The Board recommends her re-appointment for the consideration to
members of the Company at the ensuing 40^th Annual General Meeting.

The following have been designated as the Key Managerial Personnel of the Company pursuant
to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014:

Due to change in management on the of the company all the directors of the company resigned
from their respective post.

1. Mr. Virendraa K Jain, Managing Director (DIN: 00326050)

2. Mr. Sanjay Patil, Chief Financial Officer

3. Mr. Prakhar Singh Taunk, Company Secretary and Compliance officer

4. Mr. Suresh Joshi Non-executive Independent Director

5. Mr Deepak Kothari Non-executive Independent Director

Further the new Board is being appointed in the Company on the Date of 29 March 2024.

1. Mr. Nitin Ashokkumar Khanna Executive Director

2. Ms. Afsana Mirose Kherani Non - Executive Non -Independent Director

3. Mr. Amit Bajaj Non-Executive - Independent Director

4. Mrs. Saloni Mehra Non-Executive Independent Director

9. DECLARATION BY INDEPENDENT DIRECTOR:

The Independent Directors have submitted the declaration of independence, as required under
Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence
as provided in Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the SEBI Listing
Regulations'') as amended from time to time.

The Board is of the opinion that the Independent Directors of the Company hold standards of
integrity and possess requisite expertise and experience required to fulfil their duties as
Independent Directors.

10. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your Company,
to the best of their knowledge, belief and ability and explanations obtained by them, confirm
that:

i. In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

ii. 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 at the end of the financial year and of the loss of the Company for
that year;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively;

vi. 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.

1. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS
BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS AND THAT OF
ITS COMMITTEES:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the performance evaluation of all the Directors,
Committees, Chairman of the Board, and the Board as a whole was conducted based on the
criteria and framework adopted by the Board which includes assessing the quality, quantity and
timelines of flow of information between the Company, management and the Board, as it is
necessary for the Board to effectively and reasonably perform their duties.

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 Board and the Nomination and Remuneration
Committee reviewed the performance of the individual directors on the basis of the criteria such
as the contribution of the individual director to the Board and Committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his
role. The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Individual Directors, the Board as a whole and its Committees with the
Company.

Performance evaluation criteria for Independent Directors

The performance evaluation criteria for Independent Directors are determined by the
Nomination and Remuneration Committee. An indicative list of factors that may be evaluated
include participation and contribution by a director, commitment, effective deployment of
knowledge and expertise, effective management of relationship with stakeholders, integrity and
maintenance of confidentiality and independence of behavior and judgments.

Statement with regard to integrity, expertise and experience of the Independent Director
appointed during the year:

During the year under review, the Board has appointed Two Independent Director in the
Company. Further, in the opinion of the Board, all our Independent Directors possess requisite
qualifications, experience, and expertise and hold high standards of integrity for the purpose of
Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

1. Mr. Amit Bajaj Non-Executive - Independent Director

2. Mrs. Saloni Mehra Non-Executive Independent Director

1) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

During the financial year under review, the Company has not provided any loans, guarantees and
investments pursuant to Section 186 of the Companies Act, 2013. However, Company having non¬
current investment relating to earlier years for which details are given in the financial
statements.

1. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company has formulated the Policy on Related Party Transactions in line with the
requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018. The policy regulates all transactions between
the Company and its related parties which is also available on the Company''s website
http://indraindustries.in/wp-content/uploads/2023/02/related-party-policy_INDRA.pdf.

The Policy intends to ensure that proper reporting; approval and disclosure processes are in
place for all transactions between the Company and Related Parties.

All Related Party Transactions entered during the year were in Ordinary Course of the Business
and at Arm''s Length basis. The Material Related Party Transactions, i.e. transactions exceeding
10% of the annual turnover as per the last audited financial statement, which were entered
during the year by your Company, are given separately in notes to the financial statements.
Further, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the

Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-
2 is set out as Annexure- A and form part of this report.

Further, as a practice of good corporate governance, all related Party Transactions are placed
before the Audit Committee for review and approval. Prior omnibus approval is obtained from
the Audit Committee for Related Party Transactions which are of repetitive nature and/or
entered in the Ordinary Course of Business and are at Arm''s Length. All Related Party
Transactions are subjected to independent review by an Audit Committee to establish compliance
with the requirements of Related Party Transactions under the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015.

2. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The particulars in respect of conservation of energy, technology absorption and foreign exchange
earnings and outgo, as required under sub-section (3)(m) of Section 134 of the Companies Act,
2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under:

(A) Conservation of Energy

(i) the steps taken or impact on conservation of energy: NIL
During the year there was no major consumption of energy.

(ii) steps taken by the Company for utilizing alternate sources of energy:

The Company has used alternate source of energy, whenever and to the extent possible.

(iii) The capital investment on energy conservation equipment''s: Nil

(B) Technology Absorption

(i) The efforts made towards technology absorption: Not Applicable.

(ii) The benefits derived like product improvement, cost reduction, product development or
import substitution: No specific activity has been done by the Company.

(iii) In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year): The Company has neither purchased within India nor
imported any technology.

(iv) The expenditure incurred on Research and Development: The Company has not incurred
any expenditure on Research and Development during the year under review.

(C) Foreign Earning and Outgo: During the year under review, there was neither inflow nor
outflow of foreign exchange.

3. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

Your Company''s internal control system is commensurate with its scale of operations designed to
effectively control the operations. The internal control systems are designed to ensure that the
financial and other records are reliable for the preparation of financial statements. Internal
Auditor conduct audit covering a wide range of operational matters and ensure compliance with
specified standards. Planned periodic reviews are carried out by Internal Auditor. The findings of
Internal Audit are reviewed by the top management and by the Audit Committee of the Board of
Directors. The Audit Committee reviews the adequacy and effectiveness of internal control
systems and suggests ways of further strengthening them, from time to time. Report of Statutory
Auditors for internal financial control system is part of Audit Report.

As per Section 134(5)(e) of the Companies Act, 2013, the Directors have an overall responsibility
for ensuring that the Company has implemented robust system and framework of Internal
Financial Controls. This provides the Directors with reasonable assurance regarding the
adequacy and operating effectiveness of controls with regards to reporting, operational and
compliance risks. The Company has devised appropriate systems and framework including
proper delegation of authority, policies and procedures, effective IT systems aligned to business
requirements, risk based internal audits and risk management framework.

4. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year under review, your Company has not met criteria laid down under the
provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014 and accordingly the provisions of Corporate Social
Responsibility are not applicable to the Company.

5. REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS,
KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions if any, of the Companies Act,
2013 read with the Rules made there under and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors formulated the Nomination and
Remuneration Policy of your Company on the recommendations of the Nomination and
Remuneration Committee. Pursuant to Section 134(3) of the Companies Act, 2013, the
Nomination and Remuneration Policy of the Company which lays down the criteria for
determining qualifications, competencies, positive attributes and independence for appointment

of Directors and policies of the Company relating to remuneration of Directors, KMP and other
employees is available on the Company''s website at http://indraindustries.in

During the year under review, none of the Directors of the Company has received any
remuneration from the Company. Further, the Board of Directors affirms that the remuneration
paid to senior management and other employees is in accordance with the remuneration policy
of the Company.

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as
amended up to date, is annexed as Annexure-B and forms an integral part of the Board Report.

During the year under review, none of the employee of the Company is drawing more than Rs.
1,02,00,000/- per annum or Rs. 8,50,000/- per month for the part of the year. Therefore,
particulars of the employees as required under Section 197 of Companies Act, 2013 read with
rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are not applicable for the financial year ended 31^st March, 2024.

Further the statement containing details of Top Ten Employees in terms of remuneration and
employees in receipt of remuneration as prescribed under rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended up to the
date, is available at Registered Office of the Company. In terms of Section 136(1) of the Act, the
Annual Report is being sent to the Members excluding the aforesaid details. Any Member
desirous of obtaining above said details may write to the Company Secretary or email at
[email protected]

Further, Company did not have any holding or subsidiary company therefore receipt of the
commission or remuneration from holding or subsidiary company of the Company as provided
under Section 197(14) of Companies Act, 2013 is not applicable.

6. REPORT ON CORPORATE GOVERNANCE:

As on 31^st March, 2024, paid-up equity capital of the Company was not exceeding Rs. 10 Crores
and Net Worth was not exceeding Rs. 25 Crores; therefore, the provisions of the Corporate
Governance as stipulated under Regulation 15 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 were not applicable to the Company for the financial year
ended 31^st March, 2024. Hence, Corporate Governance Report is not required to be disclosed with
Annual Report. It is pertinent to mention that the Company follows majority of the provisions of
the corporate governance voluntarily as a part of Good Corporate Governance.

7. REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a detailed analysis of the Company''s performance is discussed
in the Management Discussion and Analysis Report, which forms part of this Annual Report.

8. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a “Whistle Blower Policy” for Directors and employees to report
genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation
of the Company''s code of conduct or ethics policy. The details of establishment of the reporting
mechanism are disclosed on the website of the Company at http://indraindustries.in. No person
has been denied access to the Chairperson of the Audit Committee.

9. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
appointed Megha Samdani, Practicing Company Secretaries; Ahmedabad to conduct the
Secretarial Audit of the Company for year ended 31^st March, 2024. The Secretarial Audit Report
given by the Secretarial Auditor of the Company is annexed as Annexure-C and forms an integral
part of this Report.

Secretarial Auditor Observations	Management Comments
Pursuant to Regulation 47(1)(b) Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 Company has not published its Financial Results during the year under review.	The company had suffered heavy losses due to finance cost and operational cost, liquidity Crunch, sales of the company has been radically reduced and net worth of the Company also been recorded. The company is facing several financial crises hence unable to publish newspapers publications in time. However Board ensures that in future company shall arrange to publish the required information in newspapers as soon as possible
Pursuant to Regulation 6(1) Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 Company does not have company secretary since 5th June, 2024.	Company is looking for good suitable candidate for the said post we will fill the said post as soon as possible

EXPLANATION TO SECRETARIAL AUDITOR''S REMARKS:

With respect to the observation of the Secretarial Auditor, the Board replies hereunder:

10. STATUTORY AUDITORS:

S. N. Gadiya & Co., Chartered Accountants, Indore (ICAI Firm Registration No. 002052C) was
appointed as Statutory Auditors of our Company in the 36^th Annual General Meeting held on 29^th
September, 2020, for a term of five consecutive years up to the conclusion of 41^st Annual General
Meeting to be held in the financial year 2025-26. But due to change in management S. N. Gadiya &
Co., Chartered Accountants, resigned from the Statutory Auditors of the company and Board of
Director appointed M/s S D P M & Co., Chartered Accountants as statutory auditor of the
Company on the 6^th September 2024, and in the 40th Annual General Meeting shareholder give
their consent for the regularization of auditor.

EXPLANATION TO AUDITOR''S REMARKS

The Auditors in their report have referred to the notes forming part of the Accounts which are
self-explanatory and does not contain any qualification, reservation or adverse remark or
disclaimer.

Further, there was no fraud in the Company, which was required to be reported by Statutory
Auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013.

11. INTERNAL AUDIT:

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed
there under, Company takes suggestions from internal auditor and recommendations to improve
and strengthen the internal control system. Scope of Internal auditor work includes review of
operational efficiency, effectiveness of system and processes, compliances and assessing the
internal control strengths in all areas.

The Audit Committee reviews adequacy and effectiveness of the Company''s internal control
environment and monitors the implementation of audit recommendations including those
relating to strengthening of the Company''s risk management policies and systems.

12. COST AUDIT:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and
Audit) Amendment Rules, 2014 as amended from time to time, Company is engaged in the
production of the goods specified by the Central Government however during the financial year
ended on 31^st March, 2024, overall turnover of the Company is less than threshold limit

prescribed by the Central Government. Therefore, Cost Audit is not applicable to the Company,
however cost record is maintained by the company.

Further, Company has submitted all the Cost Audit Report related to previous financial years.

13. CODE OF CONDUCT:

The Board of Directors has laid Code of Conduct (“the Code”) for the Board members and Senior
Management Personnel of your Company. The code of conduct is available on the website of the
Company at http://indraindustries.in.

All Board members and senior management personnel have confirmed compliance with the Code.

14. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY:

The Board of Directors has adopted a Risk Management Policy to develop and implement risk
management procedure/plan including therein of elements of risks, if any which in the opinion of
the Board may threaten the existence of the Company.

15. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:

During the current financial year 2023-24, Company has entered into agreement with Adarsh
Agro Fertilizer, Naiabadi, Mandsour (M.P.) for disposal of undertaking and entire assets of the
Company situated at Village Sandala Tehsil Badnawar District Dhar (M.P.). further sale proceed
shall be used for payment of secured loan of financial institution and creditors. Company has
already obtained approval of members by way of Special Resolution passing through postal ballot
on 21^st March, 2022 for such disposal.

16. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The
Company''s policy required conduct of operations in such a manner, so as to ensure safety of all
concerned, compliances environmental regulations and preservation of natural resources.

17. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

Your Company recognizes its responsibility and continues to provide a safe working environment
for women, free from sexual harassment and discrimination. In compliance with the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the

Company has put in place a policy on prevention of Sexual Harassment of Women at workplace
and has duly constituted an Internal Compliant under the same.

There was no case of sexual harassment reported during the year under review. Further, 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.

18. COMPLIANCE OF SECRETARIAL STANDARDS:

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute
of Company Secretaries of India and approved by the Central Government under Section 118(10)
of the Companies Act, 2013.

19. LISTING OF SHARES:

The shares of the Company are listed on BSE Limited and the Company has paid all Annual Listing
fees related to previous financial year to BSE Limited.

20. DEPOSITORY SYSTEM:

Your Company''s shares are tradable compulsorily in electronic form and your Company has
connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL). In view of the numerous advantage offered
by the Depository System, members are requested to avail the facility of dematerialization of the
Company''s shares on either of the Depositories mentioned as aforesaid.

21. OTHER DISCLOSURES:

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

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

> Company has not granted any stock option or issue sweat equity shares.

> As on 31^st March, 2024, none of the Directors of the Company hold instruments convertible
into equity shares of the Company.

> No Significant or material orders passed by the Regulators or Courts or Tribunals which
impact the going concern status and the Company''s operation in future.

> Voting rights which are not directly exercised by the employees in respect of shares for the
subscription/ purchase of which loan was given by the Company (as there is no scheme
pursuant to which such persons can beneficially hold shares as envisaged under Section
67(3)(c) of the Companies Act, 2013).

> There has been no change in the nature of business of your Company.

> The Business Responsibility and Sustainability Report on the environmental, social and
governance disclosures, as required under Regulation 34(2) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the
financial year ending 31^st March, 2024.

> No application was made or any proceeding is pending under the Insolvency and Bankruptcy
Code, 2016 during the year in respect of your Company.

> There was no one time settlement of loan obtained from the Banks or Financial Institutions.

> The Company does not have any shares in the demat suspense account/unclaimed suspense
account.

22. ACKNOWLEDGMENT:

The Board desires to place on record its grateful appreciation for continued co-operation
received from the banks, financial institutions, government, customers, vendors, shareholders
and other stakeholders during the year under review in spite of adverse financial position of the
Company.

INDRA INDUSTRIES LIMITED (CIN: L74140MP1984PLC002592)	BY ORDER OF THE BOARD OF DIRECTORS
REGISTERED OFFICE: 406, AIREN HEIGHTS, OPP.ORBIT MALL, SCHEME NO.54, VIJAY NAGAR, A.B.ROAD, INDORE (M.P.) 452010	Sd/-
	Nitin Khanna
DATE: 06/09/2024	MANAGING DIRECTOR
PLACE: INDORE	(DIN: 09816597)

---

Mar 31, 2015

Dear Members,

The directors are pleased to present the 31st Annual Report together with the Audited financial Statement for the year ended 31st March, 2015.

1. STATE OF AFFAIRS, FINANCIAL PERFORMANCE AND FUTURE OUTLOOK

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY

The performance highlights and summarized financial results of the Company are given below:

(Rupees in Lakhs)

Particulars Year ended Year ended 31st 31st

March 2015 March 2014

Total Income 3397.57 4214.97

Total Expenditure 3751.91 4180.94

Profit/(Loss) before Exceptional & Extraordinary Items & Tax (354.34) 34.03

Exceptional Items (19.63) 0.00

Extraordinary Items 0.00 0.00

Profit/(Loss) before tax (334.71) 34.03

Provision for Tax

Current Tax 0.00 6.78

Deferred Tax (105.71) (8.78)

Provision for earlier Year Tax 0.24 0.00

Profit/(Loss) after tax (229.24) 36.03

Surplus Carried to Balance Sheet (229.24) 36.03

No. of Equity Shares 6477070 6866070

Earning per share (Rs.10/ - each) Basic & Diluted (in Rs.) (3.41) 0.52

During the financial year company has achieved total income of Rs. 3397.57 Lacs in comparison to previous year's total income of Rs. 4214.97 Lacs and incurred net loss of Rs. 229.24 lacs in comparison to previous year's net profit of Rs. 36.03 Lacs.

1.2 OPERATIONS AND FUTURE OUTLOOK

This financial year was not good for the Company. Due to economic recession overall in fertilizer sector of country, company has also been affected and suffered and incurred losses particularly because of lower demand of product and change in government policies . Similarly, business of polymer division was also affected due to recession and tough competition.

Further this year board expect that due to availability of goods order in permanent nature company may utilized its full capacity in polymer unit.

Further Directors are hopeful that looking in to the good monsoon, turnover and profitability would also increase in fertilizer sector.

1.3 CHANGE IN NATURE OF BUSINESS

During the year there was no change in business activity of the company.

1.4 SHARE CAPITAL

During the Financial Year 2014-15 there was no change in capital structure of the company and company has neither issued any shares with differential voting rights nor granted stock options nor sweat equity shares. None of the Directors of the Company hold instrument convertible into equity shares of the Company.

Further Board of Directors in their board meeting held on 22nd November 2014 has forfeited 389000 partly paid up equity shares of the company. Paid up Share capital of the company since from 22nd November 2014 is stands at Rs.6,47,70,700/- consisting 6477070 equity shares of Rs. 10 each.

2. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as prescribed in form MGT 9 required under section 92 of the Companies Act, 2013 is included in this report as ANNEXURE-1.

3. BOARD MEETINGS AND ANNUAL GENERAL MEETING

During the Financial Year 2014-15, meetings of the Board of Directors of the Company were held Nine times. The gap between two Meetings did not exceed one hundred and twenty days. Further Annual General Meeting was held on 26th September, 2014. Detailed information on the meetings of the Board, its Committees and the AGM is included in the Report on Corporate Governance, which forms part of this Annual Report.

4. DIVIDEND

Due to losses, your Directors have not recommended any dividend for the year under review.

5. AMOUNTS TRANSFERRED TO RESERVES

During the year Rs.9,72,500/- is transferred to Capital Reserve on account of forfeiture of 389000 partly paid up equity shares except this, no amount has been transferred to any reserve.

6. FIXED DEPOSITS

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

The Company does not have any subsidiary, joint venture or associate company.

8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of Section 152 of the Companies Act, 2013 and the Company's article of association, Smt. Astha Jain, Director retires by rotation at the forthcoming annual general meeting and being eligible offers herself for re-appointment

The Board of directors appointed Shri Tilak Chitta and Smt. Sanjali Shrimati Jain as independent director in their meeting held on 05th June, 2014 & 26th June 2014 respectively.

Further, Shri Shashikant Jain and Shri Shantilal Gupta Ceased from Directorship of the Company w.e.f. 29th May, 2014 & 05th June, 2014 respectively. Your Board places on record their deep appreciation of the valuable contribution made by them during their tenure as Director of the Company.

At the annual general meeting held on 26th September, 2014 Shri Tilak Chitta and Smt. Sanjali Shrimati Jain were appointed as an Independent Directors of the Company pursuant to Section 149 of the Companies Act, 2013 for a term of five consecutive years. None of the Independent Directors are due for re-appointment.

Mr. Virendra Kumar Jain, Managing Director, Mr. Deepak Kumar Joshi, Chief financial officer (18.04.2015), Mr. Dilip Patidar, Company Secretary; are the Key Managerial Personnel of the Company as per the provisions of the Companies Act, 2013. Further Board of Directors accepted resignation of Mr. Shammi Kumar Jhanwar, Chief Financial Officer of the company with effect from 18th April, 2015 who was appointed Chief Financial Officer on 29th May, 2014 and appointed in his place Mr. Deepak Kumar Joshi as Chief Financial Officer of the company with effect from 18th April, 2015.

DISQUALIFICATIONS OF DIRECTORS

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.

9. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that they fulfill the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The following Directors are independent in terms of Section 149(6) of the Act and Clause 49 of the listing Agreement:

i) Shri Tilak Chitta

ii) Smt. Sanjali Jain

10. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures , if any;

b) 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, 2015 and of the loss of the Company for year ended on that date;

c) the directors 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) the directors have prepared the annual accounts on a going concern basis;

e) 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 and

f) the directors have laid down proper internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

11. FAMILIARIZATION OF INDEPENDENT DIRECTORS

The details of familiarization programme for Independent Directors have been disclosed on website of the Company www.indraindustries. in.

12. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year under review. The Meeting was conducted in an informal manner without the presence of the Chairman, the Whole Time Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer.

13. COMMITTEES OF THE BOARD OF DIRECTORS

The Company has various committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. Your Company has an adequately qualified and experienced Audit Committee with Smt. Sanjali Shrimati Jain as Chairman, Smt. Astha Jain and Shri Tilak Chitta, as Members. The recommendations of the Audit Committee were duly approved and accepted by the Board during the year under review.

The other Committees of the Board are:

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Internal Complaint Committee for (The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Annual Report.

14. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, performance evaluation of the Board, it's Committee and the Independent Directors was carried out time to time. The manner in which the evaluation is carried out has been explained in the Corporate Governance Report.

15. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

The Company has not provided any loans and guarantees pursuant to section 186 of the Companies Act, 2013 . Further company has reinvested the investment during the financial year for the purpose of liquidity investment. Details of investment are given in note No. 10 to the financial statements.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with related parties for the year under review were on Arm's length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the promoters, directors.

17. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3) (m) of section 134 of the Companies Act, 2013 read with Rule (8) (3) of the Companies (Accounts) Rules, 2014 are given as under :

(A) Conservation of Energy

The steps taken or impact on conservation of energy:

Adequate measures have been initiated to reduce energy consumption.

a. The Company has installed latest machineries & equipments at both units of the Company, It will help in reducing the consumption of energy.

b. The Company has taken proper steps for maintenance/ service their machineries time to time which help in smooth functioning and avoid excess consumption of energy. Also at different level of use of electric motor better capacitor has been replaced to save energy.

c. The Company has installed machinery in such a manner which reduce the ideal time of raw-product from one stage to another stage in their process cycle which help in electricity saving and impact will be seen in next fiscal year.

d. The Company has installed CFL & LED lamps in the place of conventional light bulbs at both Units & head office of the company these help in handsome savings in power

e. Culture of organization in such a manner that all employees of organization take initiative to avoid misuse of energy like a switching off unwanted energy consumption.

f. The Management has undertaken several initiatives to reduce energy consumptions at different levels, our Company believes in sustainable consumption of natural resources and the conservation of energy remain a key focus area at all times. The Company gives utmost importance to the conservation of energy as a part of its Corporate Social Responsibility and adopts eco-friendly practices in all areas of operations.

The capital investment on energy conservation equipments: Nil

(B) Technology Absorption:

(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.

(iv) Company has not incurred any expenditure on Research and Development during the year under review.

Foreign Exchange earning/outgo F.Y. 2014-15 F.Y. 2013-14 (Rs. In Lacs):

(a) Foreign Exchange earned

(i) Sales 156.26 122.46

(ii) Other activities Nil Nil

(b) Foreign Exchanged used

(i) Purchase of Raw Material Nil Nil

(ii) Other activities Nil Nil

18. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The company's internal control system is commensurate with its size, scale and complexities of its operations; the internal and operational audit is entrusted to internal auditors. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The audit committee of the board of directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The company has a robust management information system, which is an integral part of the control mechanism

The audit committee of the board of directors, statutory auditors and the business heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of director. Significant audit observations and corrective actions taken by the management are presented to the audit committee of the board. To maintain its objectivity and independence, the internal audit function reports to the chairman of the audit committee.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

In view of losses provisions of section 135 of the Companies Act, 2013 does not apply to the Company, therefore Company has not constituted Corporate Social responsibility (CSR) committee as required under the Act.

20. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. Details of policy covering these requirements has disclosed in corporate governance report.

Information required under Section 197 of the Companies Act, 2013 read with Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 attached as " ANNEXURE 2".

During the year none of the employee of the company is drawing remuneration more than Rs.60,00,000/- per annum or Rs.5,00,000/- per month for the part of the year, therefore Particulars of the employees as required under Section 197 of Companies Act, 2013 read with rule 5 (2) & rule 5 (3) of Companies (appointment and remuneration) Rules 2014 are not applicable, during the year under review.

Further Company did not have any holding or subsidiary company therefore receipt of the commission or remuneration from holding or subsidiary company of the company as provided under section 197 (14) of Companies Act, 2013 is not applicable.

21. REPORTS ON MANAGEMENT DISCUSSION ANALYSIS REPORTS ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

Pursuant to clause 49 of the listing agreement with stock exchanges, a separate section titled Report on Corporate governance and Management discussion and Analysis forms part of this Annual Report.

Certificate confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement also forms parts of this Annual Report.

22. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The details of establishment of the reporting mechanism are disclosed on the website of the Company (www.indraindustries.in) No Person has been denied access to the Audit Committee.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY.

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

24. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s. L. N. Joshi, Practicing Company Secretary, to undertake as the Secretarial Audit of the company. The Secretarial Audit report is included as ANNEXURE-3 and forms an integral part of this Report.

There was no secretarial audit qualification for the year under review.

25. STATUTORY AUDITORS

M/s. P.K.Shishodiya & Company, Chartered Accountants (Firm Registration No. 003233C) were appointed as statutory auditors to hold office from the conclusion of the 30th Annual General Meeting (AGM) till the conclusion of the three consecutive AGM, (Subject to ratification of the appointment by the members at every AGM held after the 30th AGM). The proposal for ratification of the appointment of the statutory auditor for the financial year 2015-16 is placed before the members at the ensuing AGM. The Company has received a written consent from M/s. P.K. Shishodiya & Company, Chartered Accountant, for ratification of their appointment in terms of Section 139 of the Companies Act, 2013 and a certificate to the effect that their appointment shall be in accordance with the prescribed conditions and that the firm is not disqualified under the Companies Act, 2013.

EXPLANATION TO AUDITOR'S REMARKS

The Auditors in their report have referred to the notes farming part of the Accounts which are self- explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Further there was no fraud in the Company, which was required to report by statutory auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

26. COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its activity is required to be audited. The Board of Directors on recommendation of the Audit Committee and nomination remuneration committee , has appointed M/s. Sudeep Saxena & Associates (Firm Registration No.100980), Cost Accountants, Indore as Cost Auditors of the Company, for the Financial Year 2014-15 and 2015-2016 for conducting the audit of the cost records maintained by the Company on the remuneration of Rs. 22000/ - (Rupees Twenty Two Thousand only) per year plus out of pocket expenses incurred from time to time to be paid to the Cost Auditor.

Cost Auditors have given their eligibility certificate for appointment as Cost Auditors. The remuneration payable to the said cost auditors needs to be ratified by the shareholders at the ensuing Annual general meeting. The Cost Audit report for the financial year 31st March, 2014 has been submitted by the Company.

27. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management and independent directors of the Company. All the Board members including independent directors and senior management personnel have affirmed compliance with the code of conduct. Declaration on adherence to the code of conduct is forming part of the Corporate governance Report.

28. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Board of Directors has adopted risk management policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

29. MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this Board's report.

30. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy required conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

31. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment. There was no case of sexual harassment reported during the year under review.

32. LISTING OF SHARES

It is matter of pleasure that your company has been listed at nationwide terminal Bombay Stock Exchange Limited with effect from 05 th June, 2015. The company has paid annual listing fee for financial year 2015 16. Company was originally listed on M P Stock Exchange but due to derecognization of M. P. stock exchange, Company has applied for direct listing at Bombay Stock Exchange.

33. BUSINESS RESPONSIBILITY REPORT:

Business responsibility reporting as required by clause 55 of the listing agreement with stock exchange is not applicable to your company for the financial year ending 31st March 2015.

34. DEPOSITORY SYSTEM

Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company's shares on either of the Depositories mentioned as aforesaid.

35. PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company.

The Code requires Trading Plan, pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the 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.

36. MD & CFO CERTIFICATION

Certificate from Managing Director and Chief Financial Officer, pursuant to provisions of Clause 49(V) of the Listing Agreement, for the year under review was placed before the Board of Directors of the Company at its meeting held on 12th August, 2015.A copy of the certificate on the financial statements for the financial year ended March, 31,2015 is annexed along with Report Corporate Governance.

37. INDUSTRIAL RELATIONS:

Company's Industrial relations continued to be healthy, cordial and harmonious during the period under review.

38. ACKNOWLEDGMENT:

The Board of Directors wish to place on record its appreciation for the extended co-operation and assistance rendered to the Company and acknowledge with gratitude the continued support and cooperation extended by the investors, stakeholders, Banks and other regulatory authorities.

Place Indore For and on behalf of the Board of Directors Date 12th August, 2015 INDRA INDUSTRIES LIMITED

Virendra Kumar Jain Astha Devi Jain Managing Director Director DIN .00326050 DIN.00408555

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report of your company together with the Audited statements Accounts for the year ended on 31st March, 2014. The Financial Results of the company in the year under review are as under:

Financial Results and Operations:

Rs. In Lacs

Year ended Year ended 31/3/2014 31/3/2013

Total Income 4214.97 4588.08

Total Expenditure 4180.94 4522.95

Profit/Loss before tax 34.03 65.13

Provision for Tax

Current Tax 6.77 13.64

Deferred Tax (8.78) 36.96

Earlier Year Tax 0.00 (1.18)

Profi/Loss after tax 36.04 15.72

No. of Equity Shares 6866070 6866070

Earning per share (Rs.10/- each) Basic & 0.52 0.23 Diluted (in Rs.)

During the year company have total income of Rs.4214.97 lacs in comparison to previous year company have total income of Rs.4588.08 lacs and earned net profit of Rs. 36.04 lacs in comparison to previous year earned net profit of Rs.15.72 lacs.

The members are aware that still production of GSSP and Zink project is pending and it is matter of pleasure that Ministry of Environment has accepted the application and company is expecting Environment clearances from Ministry of Environment for such production within period of one or two months after such approval Company will be able to start the production of GSSP and Zink Project in full swing.

DIVIDEND

To provide more strength to the company, your Directors have not recommended any dividend for the year under review

FIXED DEPOSITS

Your company has not accepted or invited any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, during the year under review.

DIRECTORS:

Boards of Directors in their meeting held on 29th May 2014 consider the resignation of Shri Shashikant Jain from the post of Directorship of the Company. Further on 05th June 2014 Board of Directors considered the resignation of Shri Shantilal Gupta from the directorship of the company Your Board places on record their deep appreciation of the valuable contribution made by them during their tenure as Directors of the Company.

Further Shri Tilak Chitta and Smt. Sanjali Shrimati Jain were appointed as Additional Director as well as independent Directors of the Company, not liable to retire by rotation to hold office till the forthcoming annual general meeting.

The Company has received notices in writing from the members as required under Section 160 of the Companies Act, 2013 for proposal for appointment of Shri Tilak Chitta and Smt. Sanjali Shrimati Jain as Directors as well as independent director at the ensuing Annual General Meeting.

The Independent Directors has submitted a declaration confirming that they meets the criteria for independence as provided in section 149(6) of the Act and is eligible for appointment as Independent Directors of the Company.

In accordance with the provision of the Companies Act, 2013 Smt. Astha Devi Jain retires from the Board of Directors by rotation and being eligible offer herself for reappointment in ensuing Annual General Meeting.

DIRECTOR''S RESPONSIBILITIES STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Director s Responsibility Statement, your directors hereby confirm:

I) That in the preparation of the annual accounts for the financial year ended 31st March 2014; the applicable accounting standards have been followed;

II) That they have selected such accounting policies and applied them consistently and made judgments, and estimate 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 financial year and of the profit of the Company for the year under review;

III) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting Fraud and other irregularities.

(IV) That they have prepared the annual accounts on a going concern basis.

AUDITORS;

M/s. P.K. Shishodiya & Co. Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s. P.K. Shishodiya & Co. as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the thirty three AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

COMMENTS ON AUDITORS REPORT

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations and comments, if any, appearing in the Auditors'' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING

A Statement giving details of Conservation of Energy, Technology Absorption, Export and Foreign Exchange Earning and Outgoing, in accordance with the Companies Act 1956. The particulars prescribe under clause (e) of subsection (1) of Sec. 217 of the companies. (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given in annexure "A" of this report

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges an Audit Committee Comprises of Smt. Astha Devi Jain Non Executive Director, Shri Tilak Chitta and Smt. Sanjali Shrimati Jain are independent directors of the Company.

COST AUDITORS:

The Cost Audit Report for the year 2013-14 would be filed to the Central Government within the stipulated time.

CORPORATE GOVERNANCE:

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CFO certification are annexed hereto and form part of the report.

PARTICULARS OF EMPLOYEES

The Company did not have any employee, during the year drawing remuneration attracting the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975. The company continued to have cordial and harmonious relations with employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

HUMAN RESOURCES DEVELOPMENT

Your Company believes that nurturing and development of human capital is of key importance for its operations, The FIR policies and procedures of your Company are geared up towards this objective. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

CODE OF CONDUCT

The company has laid-down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct. The code of conduct has posted on website of the company i.e. www.indraindustries.in

LISTING OF THE SHARES

Equity shares of the company are listed on Madhya Pradesh Stock Exchange Limited, Indore and further company is approaching Bombay stock exchange Limited for listing of its shares through direct listing scheme.

DEPOSITORY SYSTEM

Your Company''s shares are tradable in electronic form and your Company has connectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid.

INSURANCE

The Company''s assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time .The Company has also taken insurance cover for any claims / losses arising out of its core business of security broking.

ACKNOWLEDGMENT:

The Board places on record its deep appreciation of the devoted services of loyal workers, executives and other staff of the Company, who have contributed to the performance and company''s continue inherent strength. Your directors also wish to thank the customers, dealers, agents. Suppliers, partners, investors, banks and other stakeholders for their continued support and faith respond in the Company. We look forward to their continued support in the future.

For and behalf of the Board

Date: 14.08.2014 Place: Indore

Sd/- Sd/-

Virendra Kumar Jain Astha Devi Jain Managing Director Director DIN No. 00326050 DIN 00408555

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Mar 31, 2013

Dear Members,

The Directors hereby present the 29th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL PERFORMANCE & REVIEW:

In lacs.

Year ended Year Ended 31/3/2013 31/3/2012

Income from Operation 4588.08 4289.87

Total Expenditure 4522.95 4224.00

Profit or loss before exceptional 65.13 65.87 and extraordinary item

Exceptional Items 0.00 1.12

Profit or Loss before extraordinary 65.13 64.75 items and tax

Extraordinary Items - -

Profit or Loss before tax 65.13 64.75

Tax expense

1. current tax 13.64 13.63

2. deferred tax 36.96 28.67

3. Reversak if Excess provision (1.19)

Profit/(Loss) after tax 15.71 22.45

Earning per share

1. Basic 0.23 0.33

2. Diluted 0.23 0.33

During the year under review your Company has achieved total income of Rs. 45.88 Crores in comparison to previous financial year''s total income of Rs.42.89 crores which has been increased by 7%. Further during the year Company has earned net profit of Rs. 15.71 lacs in comparison to previous year''s net profit of Rs.22.45 Lacs.

Further company is moving towards automation as well capacity utilization for Dewas unit and for this purpose ten additional looms and one automatic machine have been purchased to increase full capacity of the plant as well as turnover and profitability of the company.

Further Badnawar unit is under construction for GSSP plant for which majors construction work have completed and machines have been purchased and only approval from pollution control Board is pending.

DIVIDEND

To provide more strength to the Company, Your Directors have not recommended any dividend for the year under review.

PUBLIC DEPOSIT

During the period the company did not invite public deposits within the meaning of section 58A of the companies Act, 1956 and rules made there under.

DIRECTORS

During the year Smt. Astha Jain, retires by rotation at the forthcoming Annual General Meeting, and being eligible, offer herself for re-appointment.

DIRECTOR''S RESPONSIBILITIES STATEMENT.

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility statement, it is hereby confirmed:

i) that in the preparation of the annual accounts for financial year ended 31st March 2013 the applicable accounting standards have been followed along with proper explanation relating to material departure;

ii) that 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 at the end of financial year and of the Profit of the Company for the year and review.

iii) that the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

The Auditors P.K. Shishodiya & Company, Chartered Accountants, Statutory Auditors of the company, retires and being eligible, offers themselves for re-appointment.

AUDITOR''S REPORT

The Auditors in their report have referred to the notes forming part of the Accounts which are self- explanatory and do not require any explanation.

COST AUDITORS

As per the requirements of the Central Government and pursuant to the provisions of Section 233B of the Companies Act, 1956 the audit of the Cost Accounting record maintained by the company for product and services covered under MCA cost Audit orders. The Company has appointed M/s. Sudeep Saxena & Associates, Cost Auditor, Indore to audit the cost accounts for the year 2012-13 commencing from 1st April, 2012 to 31st March, 2013 for which approval from the Central Government is pending. The Cost Audit Report in respect of financial year 2012-13 will be filled on or before the due date.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING

A statement giving details of Conservation of Energy, Technology Absorption, Export and Foreign Exchange Earning and Outgoing, in accordance with the Companies Act 1956. The particulars prescribe under clause (e) of subsection (1) of Sec. 217 of the companies. (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given in annexure "A" of this report

PARTICULARS OF THE EMPLOYEE

The Company did not have any employee, during the year drawing remuneration attracting the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975.The company continued to have cordial and harmonious relations with employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CEO certification are annexed hereto and form part of the report.

INSURANCE

The Company''s assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time .The Company has made necessary arrangements for adequately insuring its insurable interests.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges a Audit Committee Comprises of Shri Shashikant Jain, Smt. Astha Jain and Shri Shanti Lal Gupta.

CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct.

LISTING OF THE SHARES

Equity shares of the company are listed on Madhya Pradesh Stock Exchange Ltd., Indore.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the shareholders, customers, dealers, suppliers, vendors, MPFC, Union Bank of India, business associates, regulatory and government authorities and other business associates for their contribution to your Company''s growth. The Directors also wish to place on record their appreciation of the valuable services rendered by the executives, staff and workers of the Company.

Place: Indore By Order of the Board. Date: 27.05.2013 For Indra Industries Limited

Virendra Jain Astha Jain Managing Director Director

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Mar 31, 2012

Dear Members,

The Directors hereby present the 28th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL PERFORMANCE & REVIEW:

In lacs.

Year ended Year Ended 31/3/2012 31/3/2011

Income from Operation 4289.87 2902.25

Total Expenditure 4224.00 2864.32

Profit or loss before exceptional 65.87 37.92 and extraordinary item

Exceptional Items 1.12 0.00

Profit or Loss before extraordinary 64.75 37.92 items and tax

Extraordinary Items - -

Profit or Loss before tax 64.75 37.92

Tax expense

1. current tax 13.63 7.04

2. deferred tax 28.67 12.71

Profit/(Loss) after tax 22.45 18.17

Earning per share

1. Basic 0.33 0.32

2. Diluted 0.33 0.32

During the year under review your Company has achieved total income of Rs. 42.89 Crores in comparison to previous financial year''s Rs 29.02 Crores which has been increased by 47.80%. Further during the year Company has earned net profit of Rs. 22.44 lacs and in comparison to previous years net profit of Rs. 18.17 Lacs which has been increased by 23.50%.

DIVIDEND

To provide more strength to the Company, Your Directors have not recommended any dividend for the year under review.

PUBLIC DEPOSIT

During the period the company did not invite public deposits within the meaning of section 58A of the companies Act, 1956 and rules made thereunder.

DIRECTORS

During the year Shri Shanti Lal Gupta, retires by rotation at the forthcoming Annual General Meeting, and being eligible, offer himself for re-appointment.

DIRECTOR''S RESPONSIBILITIES STATEMENT.

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility statement, it is hereby confirmed:

i) that in the preparation of the annual accounts for financial year ended 31st March 2012 the applicable accounting standards have been followed along with proper explanation relating to material departure;

ii) that 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 at the end of financial year and of the Profit of the Company for the year and review.

iii) that the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on a going concern basis

AUDITORS

The Auditors P.K. Shishodiya & Company, Chartered Accountants, Statutory Auditors of the company, retires and being eligible, offer themselves for re-appointment.

AUDITOR''S REPORT

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and do not require any explanation.

COST AUDITORS

As per the requirements of the Central Government and pursuant to the provisions of Section 233B of the Companies Act, 1956 the audit of the Cost Accounting record maintained by the company for product and services covered under MCA cost Audit orders for the year 2012. The Company has appointed Ms. M.P.Turakhia & Associates, Cost Auditor, Indore to audit the cost accounts for the year 2011-12 commencing from 1st April, 2011 to 31st March, 2012 for which approval from the Central Government is pending. The Cost Audit Report in respect of financial year 2011-12 will be filled on or before the due date .

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING

A statement giving details of Conservation of Energy, Technology Absorption, Export and Foreign Exchange Earning and Outgoing, in accordance with the Companies Act 1956. The particulars prescribe under clause (e) of subsection (1) of Sec. 217 of the companies. (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given in annexure "A" of this report

PARTICULARS OF THE EMPLOYEE

The Company did not have any employee, during the year drawing remuneration attracting the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975.The company continued to have cordial and harmonious relations with employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CEO certification are annexed hereto and form part of the report.

INSURANCE

The Company''s assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time .The Company has made necessary arrangements for adequately insuring its insurable interests.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges a Audit Committee Comprises of Shri Shashikant Jain, Smt. Astha Jain and Shri Shanti Lal Gupta.

CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct.

LISTING OF THE SHARES

Equity shares of the company are listed on Madhya Pradesh Stock Exchange Ltd., Indore.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank and place on record their appreciation for all the employees at all levels for their hard work and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their consistent support.

Place: Indore By Order of the Board. Date: 15/06/2012 For Indra Industries Limited

Virendra Jain Astha Jain Managing Director Director