Directors Report of IEL Ltd.

Mar 31, 2025

Your directors are pleased to present the 69^th Annual Report together with the Audited Standalone Financial Statements for the financial year ended 31^st March 2025.

1. FINANCIAL HIGHLIGHTS:

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 (âthe Actâ) read with Rule 7 of the (Companies Accounts) Rules, 2014. The Company''s financial performance for the year ended March 31, 2025, is summarized below:

Amount in Rs Thousand
Total Revenues Profit / (Loss) before Interest, Depreciation, Exceptional /Extraordinary Items, Tax & Amortizations (EBITDA) Interest/Finance Cost (Net) Depreciation/Amortization Profit/(Loss) before Exceptional / Extraordinary items & tax Exceptional / Extraordinary expenses Profit/(Loss) before Tax Tax Adjustments (Net) Profit/(Loss) after Tax	Current Year (2024-25)	Previous Year (2023-24)
	61798.44	172620.72
	6174.73	3799.96
	15.68 342.33	5.46 332.11
	5816.72	3462.39
	NIL	NIL
	3462.39	3462.39
	1409.36	894.28
	4315.40	2568.12

2. STATE OF COMPANYâS AFFAIRS. FINANCIAL PERFORMANCE AND PROSPECTS & DEVELOPMENTS:

During the financial year 2024-25, the Company has earned total revenues of INR 61798.44 thousand as against that of INR 172620.72 thousand for the previous year. The Business operations posted Net Profit after Tax of INR 4315.40 thousand as against that of INR 2568.12 thousand for the previous year.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2024-25, the Company had entered into new activity and line business is related to the business of build, run, manage and otherwise of Warehousing, Storage house, godowns, cold storage and other related activities. The said amendment has been approved by the Board of Directors at their meeting held on 05^th June 2024 and also by the Shareholders of the Company at 01/2024-25 Extra Ordinary General Meeting held on 23^rd August 2024.

Further during the current financial year ending 31^st March 2026, the Board of Directors at their meeting held on 25^thAugust, 2025 has approved the alteration of the Object clause of Memorandum of Association of the Company, subject to the approval of Shareholders of the Company at the ensuing Annual General Meeting of the Company by inserting New Business activity relating to Power or Electrical Energy.

4. DIVIDEND:

With a view to conserve the financial resources, your directors have considered it financially prudent in the long-term interests of the Company to reinvest the profits into the business of the Company to build a strong reserve base, therefore no Dividend has been recommended by the Board on the Equity Shares of the Company for the financial year 2024-25.

Further there was no Unclaimed and Unpaid Dividend Amount in the Company.

5. TRANSFER TO RESERVES:

The Company has a closing Balance of INR 3,17,880.17 thousand as Reserves and Surplus as on 31 March 2025. The details of Reserves and Surplus of the Company are provided in Note No: 9B of the Financial Statements forms part of the Annual Report.

6. SHARE CAPITAL:

As on 31^st March 2025, the Share Capital structure of the Company stood as follows:

Particulars	No of Shares	Amount
Authorized Share Capital
Equity Shares of Re. 1/- each	20,00,00,000	20,00,00,000
Zero Coupon Redeemable Preference Shares of Rs. 100/-each	90,000	90,00,000
Total	20,00,90,000	20,90,00,000
Issued, Subscribed and Paid-up Share Capital
Equity Shares of Re. 1/- each	13,03,92,486	13,03,92,486
Zero Coupon Redeemable Preference Shares of Rs. 100/-each	90,000	90,00,000
Total	13,04,82,486	13,93,92,486

Changes in Authorised Share Capital of the Company:

During the year under review, the Board of Directors at their meeting held on 5^th June 2024 and the Shareholders of the Company at the 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August 2024 have approved the reclassification of the existing Authorized Share Capital of the Company from Rs.

9.00. 00.000/- (Rupees Nine Crores Only) divided into 5,00,00,000/- (Five Crore) Equity Shares of Re. 1/- (Rupee One Only) each and 4,00,000 (Four Lakh) Zero-Coupon Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred only) each to Rs. 9,00,00,000/- (Rupees Nine Crores only) divided into 8,10,00,000/- (Eight Crores and Ten Lakh) Equity Shares of Re. 1/- (Rupee One only) each and 90,000 (Ninety Thousand) Zero Coupon Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred only) each of the Company by cancelling the unissued Zero-Coupon Redeemable Preference Share Capital of Rs. 3,10,00,000/- (Rupees Three Crores and Ten Lakh) divided into 3,10,000 (Three Lakh and Ten Thousand) Zero-Coupon Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred only) each and adding the same into the class of existing Equity Share of face value of Re. 1/- (Rupee One only) each of the Company by way of Authorized Share Capital of Rs. 3,10,00,000/-(Rupees Three Crores and Ten Lakh) divided into 3,10,00,000/- (Three Crores and Ten Lakh) Equity Shares of Re. 1/- (Rupee One Only).

Further, the Board of Directors at their meeting held on 5^th June 2024 and the Shareholders of the Company at the 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August 2024 have approved the Increase in Authorized Share Capital of the Company from Rs. 9,00,00,000/- (Rupees Nine Crores Only) divided into

8.10.00. 000/- (Eight Crores and Ten Lakh) Equity Shares of Re. 1/- (Rupee One Only) each and 90,000 (Ninety Thousand) Zero-Coupon Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred only) each of the Company to Rs. 20,90,00,000/- (Rupees Twenty Crores and Ninety Lakh only) divided into 20,00,00,000/-(Twenty Crores) Equity Shares of Re. 1/- (Rupee One Only) each and 90,000 (Ninety Thousand) Zero-Coupon Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred only) each of the Company.

Consequent to the Reclassification of existing Authorized Share Capital and further Increase in Authorized Share Capital of the Company as above, the amendment in the Capital Clause V of the Memorandum of Association of the Company have been approved by the Board of Directors at their meeting held on 5^th June 2024 and the Shareholders of the Company at the 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August 2024.

Rights Issue:

The Board of Directors of the Company at their meeting held on Monday, 22nd July 2024 had approved the raising of funds by way of offer, issue and allotment of Equity Shares of face value of Re. 1/- each to the existing

Equity Shareholders of the Company on rights basis (âRights Issueâ), at such price and right entitlement ratio as | may be decided by the Board of Directors or a duly constituted Rights Issue Committee of the Board to the eligible Equity shareholders of the Company, for an amount aggregating up to Rs. 45.00 Crores (Rupees Forty-Five Crores only).

The Board of Directors at its meeting held on 22nd July 2024 had constituted Rights Issue Committee of Board of Directors to decide on the matters relating to Rights Issue.

The Rights Issue Committee at its meeting held on 13^th January 2025 had approved to issue upto 10,01,28,990 Fully paid-up Equity Shares of face value of Re. 1/- each at an issue price of Rs. 4.45/- per Rights Equity Share for total consideration of upto Rs. 4,455.74 Lakhs and also fixed the record date for the purpose of determining the shareholders who will be eligible to apply for the Rights Equity Shares as Friday, January 17, 2025. The Rights issue of the Company was opened on 04th February 2025 and was closed on 27th February 2025.

Pursuant to the finalization of the basis of allotment of the Rights Issue as approved by BSE Limited (âBSEâ), the designated stock exchange for the Rights Issue, the Rights Issue Committee at its meeting held on 05^th March, 2025 has inter alia, considered and approved the allotment of 9,70,16,156 Rights Equity Shares fully paid up of face value of Re. 1/- at an issue price of Rs. 4.45 per Rights Equity Share for total consideration of Rs. 43,17,21,894.20/- to the eligible allottees in the Issue.

The Company has complied with all provisions of Companies Act 2013 and rules made thereunder, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and had received necessary approvals from SEBI and BSE Limited (Designated Stock Exchange).

As on 31^st March 2025, the details of utilization of funds raised by way of Rights Issue are as follows:

Sr No.	Objects as stated in the Offer Document/ Letter of Offer	Amount Proposed to be Utilized (Rs. in Lakhs)		Actual amount utilized for the Objects stated in the Offer document/ Letter of Offer (Rs. in Lakhs)	Unutilized Amount (Rs. in Lakhs)	Remarks
1.	To acquire land for construction of warehouses.	977.00	977.00		Nil	NA
2.	To finance construction of the warehouses.	2,414.31	Nil		2414.31	NA
3.	To meet General Corporate Purposes	925.41	Nil		925.41	NA
Total		4317.22	977.00		3340.22	NA

Except as disclosed above, the Company has not issued any Shares with or without differential rights or Debentures or any other securities by way of Public Offer, Private Placement, Preferential allotment, Rights issue, Bonus Issue, Sweat Equity Shares, and Employee Stock Option Scheme or in any such other manner.

Depository System:

As the members are aware, the Company''s Equity Shares are compulsorily tradable in electronic form. As on 31^stMarch 2025, 96.66% of the Company''s total paid up Equity Capital representing 12,60,36,986 Equity shares are in dematerialized form.

The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

7. CHANGE IN REGISTERED OFFICE ADDRESS: ^

During the period under review, The Board of Directors of the Company at its meeting held on 19^th December, 2024 has changed the Registered office of the Company from âShed No 15, Shyam Hari Industrial Estate, Phase 4, GIDC, Vatva, Ahmedabad-382445, Gujarat, Indiaâ to âOffice No: 53, 6^th Floor, Sanidhya Complex, Near Devnandan Mall, Opp. Sanyas Ashram, Nehru Bridge, Ashram Road, Ahmedabad - 380006, Gujarat, Indiaâ which falls within the local limits of same town, village or city with effect from Friday, 20^th December, 2024.

8. SEGMENT WISE PERFORMANCE:

The Company has only one reportable segment of activity i.e. âTrading in Chemicalsâ, in accordance with the definition of âSegmentâ as per the IND AS. The performance of the Company is discussed separately in this Report.

9. SUBSIDIARIES. IOINT VENTURES & ASSOCIATES:

Your Company doesn''t have any Subsidiaries, Joint Ventures and Associates.

10. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and provides overview of the business and operations of the Company.

11. PUBLIC DEPOSITS:

The Company has not accepted any public deposits, nor any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended 2024-25.

The details of transactions of Loans and Advances undertaken between the Company and its Directors/Relatives of Directors have been disclosed in Note No.: 26 (Related Party Transactions) which forms part of the Financials Statements attached to this Report.

The Company has received declarations from its Directors and their Relatives that all the Loans extended/to be extended by them to the Company are their owned funds only and not borrowed from any person or entity.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company''s financial position occurred between the end of the financial year of the Company and date of this Report.

13. CORPORATE GOVERNANCE:

Pursuant to Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI LODRâ), Corporate Governance provisions as specified is not applicable to the Company, since the paid-up share capital of the Company and the Net Worth as on 31^st March 2024 is below the threshold limits prescribed under the SEBI LODR.

14. INDUSTRIAL RELATIONS:

The relationship with employees at all levels remained cordial and harmonious during the year. We appreciate committed contribution made by employees of the Company at all levels to sustain during the challenging business scenario.

15. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Board of Directors has formulated the Nomination and Remuneration Policy on the basis of recommendations made by the Nomination and Remuneration Committee. The Policy is also available on the website of the Company www.ielindia.in. The salient features of the policy are as under:

Nomination and Remuneration Policy of the Company:

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:

â¢ Formulate the criteria for appointment as a Director:

The Committee shall formulate broad guidelines and parameters required to be fulfilled for becoming a Director of the Company and review the same ongoing basis. The broad parameters are qualifications, skills, expertise, inter personal qualities, positive attributes, experience, social standing, and etc. factors.

â¢ Identify persons who are qualified to be Directors:

The Committee shall identify persons who are qualified to become Directors and who satisfy the criteria laid down. The process of identification shall include ascertaining, meeting, screening and reviewing candidates for appointment as Directors, whether Independent, Non-Executive or Executive.

â¢ Nominate candidates for Directorships subject to the approval of Board:

The Committee recommends to the Board the appointment of potential candidates as Non- Executive Director or Independent Director or Executive Director, as the case may be.

â¢ Approve the candidates required for senior management positions:

The Committee shall lay down criteria qualifications, skills, expertise and qualities required for senior management positions like Managing Director & CEO, CFO and Company Secretary and members of the Management Committee of the Company.

â¢ Evaluate the performance of the Board:

The Committee shall determine a process for evaluating the performance of every Director, Committees of the Board and the Board. The Committee may seek the support and guidance of external experts and agencies for this purpose as may be required.

â¢ Evaluate the performance of the Managing Director or Whole-time Director and determine their compensation:

The Committee shall evaluate the performance of the Managing Director or Whole-time Director by setting their Key Performance Objectives at the beginning of each financial year. The Committee shall also approve their compensation package(s) in accordance with applicable laws, in line with the Company''s objectives, shareholders'' interests, comparable with industry standards and in commensurate with the role and responsibilities.

â¢ Review performance and compensation of senior management:

The Committee shall review the performance of the senior management of the Company. The Committee shall ensure that the remuneration to the Key Managerial Persons and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company, roles and responsibilities, functional areas, industry standards etc. factors.

16. BOARD DIVERSITY:

The Company recognizes the importance of a diverse Board in its process. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help to provide better directions and supervision to the affairs of the Company. The Board has adopted the Board diversity policy which sets out the approach to diversity of the Board of Directors. The Policy is also available on the website of the Company www.ielindia.in.

17. PARTICULARS OF EMPLOYEES: ^

Disclosures with respect to the remuneration of Directors as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in âAnnexure [A]â that forms part of this Report

No employee of the Company was in receipt of remuneration more than the limits specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year ended 31^st March 2025.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, the Board comprised of Four (4) Directors out of which One (1) is an Executive Director, one (1) is Non-Executive and Non-Independent Director and other Two (2) are Independent Directors and Women Directors. The composition of the Board is in conformity with the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Appointments:

During the financial year ended 31^st March 2025, the following Appointments were made:

1. Mr. Darshan Bipinchandra Shah (DIN - 07030608) had been appointed as an Additional Director (NonExecutive and Independent Director) of the Company for a term of 5 (Five) consecutive years commencing from 22^nd April 2024 till 21^st April 2029 (both days inclusive), not be liable to retire by rotation.

2. Mr. Arpit Singh (DIN - 10645601) had been appointed as an Additional Director (Non-Executive and NonIndependent Director, Professional) of the Company with effect from 05^th June 2024, liable to retire by rotation and was regularized as Non-Executive and Non-Independent Director, Professional Director by the Shareholders of the Company at 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August 2024.

3. Mr. Ajaykumar Bholanath Gupta (DIN - 07542693) had been appointed as an Additional Director (NonExecutive and Non-Independent Director, Professional) of the Company with effect from 05^th June 2024, liable to retire by rotation and was regularized as Non-Executive and Non-Independent Director, Professional Director by the Shareholders of the Company at 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August 2024. Further he was appointed as the Managing Director (Professional and Executive) of the Company for the term of 3 (Three) consecutive years commencing from 8^th July 2024 till 7^th July 2029 with the approval of the Shareholders of the Company at 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August 2024.

4. Ms. Juhi Sawajani (DIN - 09811893) has been appointed as an Additional Woman Director (Non-Executive and Independent Director) of the Company for a term of 5 (Five) consecutive years commencing from 05^thJune 2024 till 04^th June 2029 (both days inclusive), not be liable to retire by rotation and was regularized as Non-Executive and Independent Director by the Shareholders of the Company at 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August 2024.

5. Ms. Avani Ashwinkumar Shah (DIN - 09608898) has been appointed as an Additional Director (NonExecutive and Independent Director) of the Company for a term of 5 (Five) consecutive years commencing from 08^th July 2024 till 07^th July 2029 (both days inclusive), not be liable to retire by rotation and was regularized as Non-Executive and Independent Director by the Shareholders of the Company at 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August 2024.

During the current financial year ending 31^st March 2026, the following Directors are appointed on the Board of Directors of the Company as an Additional Director (Non-Executive and Independent Director) w.e.f 07^th August, 2025.

1. Ms. Aastha Jain (DIN - 11218859)

2. Ms. Ami Priyank Bhanshali (DIN - 11186979)

3. Ms. Mokshi Prakashbhai Shah (DIN - 10706796)

The Board of Directors have proposed their appointment as a Director (Non - Executive and Independent Director) at the ensuing 69^th Annual General Meeting of the Company.

Retire by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mr. Arpit Singh (DIN: 10645601 ), Non-Executive Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible offered himself for re-appointment.

An appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The brief resume of Mr. Arpit Singh (DIN: 10645601), and other related information has been detailed in the Notice forming part of this Annual Report.

Your directors recommend his re-appointment as Non-Executive Director of your Company.

Retirements and Resignations along with facts of resignation:

During the Financial Year ended 31^st March 2025, the following Resignations/Retirements took place:

1. Mr. Parshva Satishkumar Shah (DIN - 09660216) vide his Resignation Letter dated 22^nd April 2024 has been resigned from the office of Independent Director of the Company with effect from closing business hours of Monday, 22^nd April 2024 owing to his preoccupancy and engagements in various professional assignments.

2. Mrs. Kalpanaben Champaklal Shah (DIN - 02786730) vide her Resignation Letter dated 05^th June 2024 has resigned from the office of Non-Executive and Non-Independent Woman Director of the Company with effect from closing business hours of Wednesday, 05^th June 2024 owing to some personal reasons and other social commitments.

3. Mr. Romit Champaklal Shah (DIN - 06395661) vide his Resignation Letter dated 05^th June 2024 has resigned from the office of Non-Executive and Non-Independent Director of the Company with effect from closing business hours of Wednesday, 05^th June 2024 owing to his involvement in other professional and business commitments.

4. Mr. Aayush Kamleshbhai Shah (DIN - 10149440) vide his Resignation Letter dated 05^th June 2024 has resigned from the office of Independent Director of the Company with effect from closing business hours of Wednesday, 05^th June 2024 owing to his owing to his preoccupancy and engagements in various professional assignments.

5. Mr. Darshan Bipinchandra Shah (DIN-07030608) vide his Resignation Letter dated 08^th July 2024 has resigned from the office of Additional Director (Non-Executive and Independent Director) of the Company with effect from closing business hours of Monday, 08^th July 2024 owing to his other professional commitments.

6. Mr. Ronit Champaklal Shah (DIN - 02851806) vide his Resignation Letter dated 08^th July 2024 has resigned and retired from the office of Managing Director (Promoter) of the Company with effect from closing business hours of Monday, 08^th July 2024 owing to his involvement and preoccupation in social and other business commitments. He continued to hold the office of Director (Promoter) of the Company. Further vide his Resignation letter dated 04^th March 2025 has resigned from the office of Director (Promoter) of the Company with effect from the closing business hours of Tuesday, 04^th March 2025 owing to his pre-occupation and other business commitments.

During the Financial Year ending 31^st March 2026, the following Resignations/Retirements took place:

(a) Ms. Avani Ashwinkumar Shah (DIN - 09608898) vide her Resignation Letter dated 7th August 2025 has resigned from the office of Non-Executive and Independent Woman Director of the Company with effect from closing business hours of Thursday, 7th August 2025 owing to other Professional commitments.

(b) Ms. Juhi Sawajani (DIN - 09811893) vide her Resignation Letter dated 7th August 2025 has resigned from the office of Non-Executive and Independent Director of the Company with effect from closing business hours of Thursday, 7th August 2025 owing to other Professional commitments.

The Board has placed on record appreciation for their valuable contributions during their tenure as Directors of the Company.

Key Managerial Personnel:

As on 31^st March 2025, pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Ajaykumar Bholanath Gupta, Managing Director, Mr. Arpit Singh, Director and Chief Financial Officer and Mr. Kunal Jain, Company Secretary & Compliance Officer are the Key Managerial Personnel of your Company.

Changes in Key Managerial Personnels:

During the Financial Year ended 31^st March 2025, the following changes took place:

1. Mr. Hemant Harshadkumar Kayastha vide his Resignation Letter dated 08^th July 2024 has resigned from the office of Chief Financial Officer and Key Managerial Personnel of the Company with effect from closing business hours of Monday, 08^th July 2024 to pursue better career opportunities.

2. Mr. Arpit Singh has been appointed as the Chief Financial Officer of the Company with effect from Monday, 08^th July 2024. Mr. Arpit Singh shall also be designated as the Whole-Time Key Managerial Personnel of the Company under the Companies Act 2013 and SEBI (LODR) Regulations, 2015.

During the Financial Year ending 31^st March 2026, no changes took place in Key Managerial Personnels.

Annual Evaluation of Board''s Performance:

In terms of the requirement of the Companies Act, 2013 and the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), an annual performance evaluation of the Board, its Committees and the Directors was undertaken which included the evaluation of the Board as a whole, Board Committees and peer evaluation of the Directors. The criteria for performance evaluation covers the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc. The performance of individual directors was evaluated on parameters such as preparation, participation, conduct, independent judgment and effectiveness. The performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation of the Directors, the Directors being evaluated had not participated.

Declaration of Independence:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (âIICAâ).

Familiarization Program for Independent Directors

At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities. Further, the Independent Directors are introduced with the corporate affairs, new developments and business of the Company from time to time. The Familiarization program is also available on the website of the Company www.ielindia.in.

Pecuniary relationship

During the year under review, except those disclosed in the Audited Financial Statements, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

Code of Conduct

Your Company has adopted a Code of Conduct for all the employees including Board Members and Senior Management Personnel of the Company in accordance with the requirement under the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code of Conduct has been posted on the website of the Company www.ielindia.in. All the Board Members and the Senior Management Personnel have affirmed their compliance with the said Code of Conduct for the financial year ended 31^st March 2024.

19. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares in the Company as well as the consequences of violation. The Policy has been formulated to regulate, monitor and ensure the reporting of deals by the employees and to maintain the highest ethical standards of dealing in the Company''s Shares. The Code is also available on the website of the Company www.ielindia.in.

The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of Insider Trading) Regulation, 2015 (as amended). The same has been filed with BSE Limited and also uploaded on the website of the Company.

20. COMMITTEES OF THE BOARD:

As on 31^st March 2025, the Board of Directors has following committees:

a. Audit Committee.

b. Nomination and Remuneration Committee.

c. Stakeholder''s Relationship Committee.

d. Rights Issue Committee.

Audit Committee As on 31^st March 2025, the composition of Audit Committee is as follows:
	Name	Designation	Nature of Directorship
	Ms. Juhi Sawajani	Chairperson	Independent Director
	Ms. Avani Ashwinkumar Shah	Member	Independent Director
	Mr. Arpit Singh	Member	Non-Executive and Non-Independent Director

The composition and terms of reference of the Audit Committee are in conformity with the Section 177 of the Companies Act, 2013 together with Regulation 18 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the minutes of the Audit Committee are placed before the Board for its information. All the members of the Audit Committee are financially literate and have requisite experience in financial management.

As on date of this report, the composition of Audit Committee is as follows:

Name	Designation	Nature of Directorship
Ms. Aastha Jain	Chairperson	Independent Director
Ms. Ami Priyank Bhanshali	Member	Independent Director

Ms. Mokshi Prakashbhai Shah

Member

Independent Director

The terms of reference of the Audit Committee are as under:

â¢ Overseeing the company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

â¢ Recommending to the Board for appointment, re-appointment and if required, the replacement or removal of the Statutory Auditor and the fixation of the fees;

â¢ Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

â¢ Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:

(a) Matters required being included in the Director''s Responsibility Statement to be included in the Board''s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.

(b) Changes, if any, in accounting policies and practices and reasons for the same

(d) Significant adjustments made in the financial statements arising out of audit findings

(e) Compliance with listing and other legal requirements relating to financial statements

(f) Disclosure of any related party transactions

(g) Qualifications in the draft audit report

â¢ Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

â¢ Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

â¢ Reviewing with the management performance of statutory and internal auditors, adequacy of the internal control systems;

â¢ Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

â¢ Scrutiny of Inter-Corporate Loans and Investments.

â¢ Valuation of undertakings or assets of the Company, wherever it is necessary.

â¢ Discussions with internal auditors any significant findings and follow up thereon.

â¢ Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

â¢ Discussions with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

â¢ To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

â¢ The Audit Committee shall mandatorily review the following information.

a. Management discussion and analysis of financial condition and results of operations;

b. Statement of significant related party transactions (as defined by the audit committee), submitted by

Management ;

c. Management letters/letters of internal control weaknesses issued by the statutory auditors ;

d. Internal audit reports relating to internal control weakness ; and

e. The appointment, removal and terms of remuneration of the internal auditor shall be subject to review

by the Audit Committee.

â¢ To review the functioning of the Whistle Blower mechanism;

â¢ Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

â¢ To look into any other matter which may be referred to it by the Board.

â¢ In addition to the above, the Committee shall have such functions / role / powers as may be specified in the Companies Act, Listing Agreement with Stock Exchanges or any other applicable law.

Ms. Juhi Sawajani, Chairman of the Audit Committee was present at the last Annual General Meeting held on 27^thSeptember 2024. The Company Secretary of the Company is the Secretary of the Committee. The Internal Auditor and the representatives of the Statutory Auditors also attend the Audit Committee meetings, besides the executives invited by the Audit Committee to be present thereat. The Internal Auditor presented their report directly to the Audit Committee.

Nomination and Remuneration Committee As on 31^st March 2025, the composition of Nomination and Remuneration Committee is as follows:
Name	Designation	Nature of Directorship
Ms. luhi Sawajani	Chairperson	Independent Director
Ms. Avani Ashwinkumar Shah	Member	Independent Director
Mr. Arpit Singh	Member	Non-Executive and Non-Independent Director
As on date of this report, the composition of Nomination and Remuneration Committee is as follows:
Name	Designation	Nature of Directorship
Ms. Aastha Jain	Chairperson	Independent Director
Ms. Ami Priyank Bhanshali	Member	Independent Director
Ms. Mokshi Prakashbhai Shah	Member	Independent Director

The Composition of this committee is also in compliance with the requirements of Section 178 of the Companies, Act 2013, and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The compensation grades of the senior managerial personnel are governed by the HR policies of the Company. Managerial remuneration is regulated in terms of Section 197, 198, Schedule V and other applicable provisions of the Companies Act, 2013.

Terms of reference

The terms of reference of the Nomination and Remuneration Committee are as under:

â¢ The Committee shall have meetings periodically as it may deem fit.

â¢ The Committee shall invite such of the executives to be present at the meetings of the Committee required by it.

â¢ The Committee shall have the following powers and functions:

a. Identify people who are qualified to become directors and persons who may be appointed in senior

management in accordance with the criteria laid down and recommend to the Board their appointment and removal.

b. Carry on the evaluation of every Director''s performance.

c. Formulate criteria for determining qualifications, positive attributes and independence of a director.

d. Recommend to the Board a policy relating to the remuneration of the directors, Key Managerial

Personnel and other employees.

e. Formulate criteria for evaluation of Independent Directors and the Board; and

f. Devise a policy on Board Diversity.

g. Recommend to the Board all remuneration, in whatever form, payable to senior management.

â¢ To administer and supervise Employee Stock Option Schemes (ESOS) including framing of policies related to ESOS and reviewing grant of ESOS.

â¢ Review HR Policies and initiatives.

In accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has formulated the Nomination and Remuneration Policy of the Company.

The Details of Remuneration paid to all the Directors have been included in the Annual Financial Statements forms part of this Report. The Company does not have any stock option scheme for any of its directors or employees.

	The Nomination and Remuneration Committee met Four (4) times during the financial year, and the details of the meeting are as follows:
	Sr. No
		Date of Meeting	Attendance of Chairman/Members

	1.	22^nd April 2024	Chairman & All other members were present
	2.	05^th June 2024	Chairman & All other members were present
	3.	08^th July 2024	Chairman & All other members were present
	4.	12^th February 2025	Chairman & All other members were present
Ms. Juhi Sawajani, being, Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting held on 27^th September 2024. The Company Secretary of the Company is the Secretary of the Committee. Stakeholderâs relationship Committee. As on 31^st March 2025, the composition of Stakeholder''s relationship Committee is as follows:
	Name			Designation	Nature of Directorship
	Ms. Juhi Sawajani			Chairperson	Independent Director
	Ms. Avani Ashwinkumar Shah			Member	Independent Director
	Mr. Arpit Singh			Member	Non-Executive and Non-Independent Director
	As on date of this report, the composition of Stakeholder''s relationship Committee is as follows:
	Name			Designation	Nature of Directorship
	Ms. Aastha Jain			Chairperson	Independent Director
	Ms. Ami Priyank Bhanshali			Member	Independent Director
	Ms. Mokshi Prakashbhai Shah			Member	Independent Director

Terms of Reference

The terms of reference of the Committee are as under:

â¢ To specifically look into the Redressal of Investors'' Grievances pertaining to:

a. Transfer and Transmission of Shares and Debentures.

b. Non-Receipt of Annual Reports.

c. Dividends, Interests and Redemption Proceeds of Debentures.

d. Dematerialization of Shares and Debentures.

e. Replacement of Lost, Stolen, Mutilated Share and Debenture Certificates.

f. Non-receipt of Rights, Bonus, Split Share Certificates.

â¢ To look into other related issues towards strengthening Investors'' Relations.

â¢ To consider and approve issuance of Share/Debenture Certificates including Duplicate Share/ Debenture Certificates.

â¢ To look into the reasons for any defaults in the payment to the Depositors, Debenture Holders, Shareholders (in case of nonpayment of Declared Dividends) and Creditors.

â¢ To review the reports submitted by the Registrars and Share Transfer Agents of the Company at half-yearly basis.

â¢ To Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.

â¢ To Review of measures taken for effective exercise of voting rights by shareholders.

â¢ To Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

The Stakeholder''s relationship Committee met Four (4) times during the financial year, and the details of the meeting are as follows:
Sr. No
	Date of Meeting		Attendance of Chairman/Members

1.	22^nd April 2024		Chairman & All other members were present
2.	22^nd luly 2024		Chairman & All other members were present
3.	21^st October 2024		Chairman & All other members were present
4.	12^th February 2025		Chairman & All other members were present
There were no pending complaints/ transfers as on 31^st March 2025 and also there were no complaints which were not resolved to the satisfaction of Shareholders. The summary of status of complaints/ request received, disposed and pending as on March 31, 2025, is as under:
No. of complaints/request received				No. of pending complaints/request as on 31s^t March, 2025
		No. of complaints/requests solved to the satisfaction of shareholders/investors

0		0		0

All Share transfer and correspondence thereon are handled by the Company''s Registrars and Share Transfer Agents viz. MUFG Intime India Pvt. Ltd (Formerly Known as Link Intime India Pvt. Ltd.) C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400083 Phone: 022 - 49186270, Fax: 022 - 49186060, Email ID -[email protected]. Website - www.in.mpms.mufg.com.

Mr. Kunal Jain has been appointed as the Company Secretary and Compliance Officer as required by the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. He has been entrusted with the task of overseeing the Share Transfer work done by the Registrars and Share Transfer Agents and attending to grievances of the Shareholders and Investors intimate to the Company directly or through SEBI and Stock Exchanges.

There are no pending legal matters, in which the Company has been made a party, before any other Court(s)/ Consumer Forum(s) etc., on Investors grievances.

Ms. Juhi Sawajani, being, Chairman of the Stakeholder''s Relationship Committee was present at the last Annual General Meeting held on 27^th September 2024. The Company Secretary of the Company is the Secretary of the Committee.

Rights Issue Committee:

The Composition of Rights Issue Committee is as follows:

Sr. No			Chairperson /Member
	Name of the Director	Designation

1.	Ms. luhi Sawajani	Independent Director	Chairperson
2.	Mr. Ajaykumar Bholanath Gupta	Managing Director	Member
3.	Mr. Arpit Singh	Director	Member

Terms of Reference

The terms of reference of the Committee are as under:

â¢ To appoint and enter into arrangements with registrar, ad-agency, banker(s) to the Rights Issue and all other intermediaries and advisors necessary for the Rights Issue, to enter into and execute all such arrangements, contracts/agreements, memorandum, documents, etc., in connection therewith.

â¢ To negotiate, authorize, approve and pay commission, fees, remuneration, expenses and or any other charges to the applicable agencies / persons and to give them such directions or instructions as it may deem fit from time to time.

â¢ To approve and adopt any financial statements prepared for purposes of inclusion in the Issue Documents, pursuant to the requirements outlined by the SEBI ICDR Regulations or any other applicable law for time being in force, including intimating the approval and adoption of such financial statements to the Stock Exchanges, if required.

â¢ To negotiate, finalize, settle and execute the issue agreement, registrar agreement, monitoring agency agreement, underwriting agreement, ad-agency agreement, banker to the issue agreement and any other agreement with an intermediary and all other necessary documents, deeds, agreements and instruments in relation to the Rights Issue, including but not limited to any amendments/ modifications thereto.

â¢ To take necessary actions and steps for obtaining relevant approvals from the Stock Exchanges or such other authorities, whether regulatory or otherwise, as may be necessary in relation to the Rights Issue.

â¢ To finalise the Issue Documents and any other documents as may be required and to file the same with Stock Exchange and other concerned authorities and issue the same to the Shareholders of the Company or any other person in terms of the Issue Documents or any other agreement entered into by the Company in the ordinary course of business.

â¢ To approve, finalize and issue in such newspapers as it may deem fit and proper all notices, including any advertisement(s) / supplement(s)/ corrigenda required to be issued in terms of SEBI ICDR Regulations or other applicable SEBI guidelines and regulations or in compliance with any direction from and /or such other applicable authorities.

â¢ To decide in accordance with applicable law, the terms of the Rights Issue, the total number, issue price and other terms and conditions for issuance of the Equity Shares to be offered in the Rights Issue, and suitably vary the size of the Rights Issue, if required, in consultation with the Advisor to the Issue.

â¢ To fix the record date for the purpose of the Rights Issue for ascertaining the names of the eligible Shareholders who will be entitled to the Equity Shares, in consultation with the Stock Exchanges.

â¢ To decide the rights entitlement ratio in terms of number of Equity Shares which each existing Shareholder on the record date will be entitled to, in proportion to the Equity Shares held by the eligible Shareholder on such date.

â¢ To open bank accounts with any nationalized bank / private bank / scheduled bank for the purpose of receiving applications along with application monies and handling refunds in respect of the Rights Issue.

â¢ To appoint the collecting bankers for the purpose of collection of application money for the Rights Issue at the mandatory collection centers at the various locations in India.

â¢ To decide on the marketing strategy of the Rights Issue and the costs involved.

â¢ To decide in accordance with applicable law on the date and timing of opening and closing of the Rights Issue and to extend, vary or alter or withdraw the same as it may deem fit at its absolute discretion or as may be suggested or stipulated by SEBI, the Stock Exchanges or other authorities from time to time.

â¢ To issue and allot Equity Shares in consultation with the Advisor to the Issue, the registrar, the designated

Stock Exchange and the Stock Exchanges and to do all necessary acts, execution of documents, "

undertakings, etc. with National Securities Depository Limited and Central Depository Services (India)

Limited, in connection with admitting the Equity Shares issued in the Rights Issue.

â¢ To sign the listing applications, print share certificates, issue ASBA instructions and share certificates.

â¢ To apply to regulatory authorities seeking their approval for allotment of any unsubscribed portion of the Rights Issue (in favour of the persons willing to subscribe to the same).

â¢ To decide, at its discretion, the proportion in which the allotment of additional Equity Shares shall be made in the Rights Issue.

â¢ To take such actions as may be required in connection with the creation of separate ISIN for the credit of rights entitlements in the Rights Issue.

â¢ To dispose of the unsubscribed portion of the Equity Shares in such manner as it may think most beneficial to the Company, including offering or placing such Equity Shares with promoter and / or promoter group / banks / financial institutions / investment institutions / mutual funds / foreign institutional investors / bodies corporate or such other persons as the Board of Directors may in its absolute discretion deem fit.

â¢ To make necessary changes and to enter the names of the renouncees, if they are not members of the Company, in the register of members of the Company.

â¢ To decide the mode and manner of allotment of the Equity Shares if any not subscribed and left / remaining unsubscribed after allotment of the Equity Shares and additional Equity Shares applied by the Shareholders and renouncees.

â¢ To finalise the basis of allotment of the Equity Shares in consultation with Advisor to the Issue, registrar and the designated Stock Exchange and Stock Exchanges, if necessary, including to decide the treatment of fractional entitlement, if any, in relation to the Equity Shares to be issued pursuant to the Rights Issue.

â¢ To settle any question, difficulty or doubt that may arise in connection with the Rights Issue including the issue and allotment of the Equity Shares as aforesaid and to do all such acts, deeds and things as the Board may in its absolute discretion consider necessary, proper, desirable or appropriate for settling such question, difficulty or doubt and making the said Rights Issue and allotment of the Equity Shares; and

â¢ To take all such steps or actions and give all such directions as may be necessary or desirable in connection with the Rights Issue and also to settle any question, difficulty or doubt that may arise in connection with the Rights Issue including the issuance and allotment of Equity Shares as aforesaid and to do all such acts and deeds in connection therewith and incidental thereto, as the Board of Directors may in its absolute discretion deem fit.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. Every Director currently on the Board of the Company has personally attended at least one Board / Committee of Directors'' Meeting in the financial year 2024-25. All the information required to be furnished to the Board was made available along with a detailed Agenda.

As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors without the attendance of Non-Independent Directors was held on 12^th February 2025 to discuss the agenda items as required under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors reviewed the performance of nonindependent directors and the Board as whole, reviewed the performance of the Chairman of the Company taking into account the views of executive and non-executive directors and assessed the quality, quantity and timeliness flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions.

specified in Schedule II of the Securities Exchange Board of India (Listing Obligations and Disclosure | Requirements) Regulations, 2015 is regularly made available to the Board. The minutes of the meeting of Board and its Committees are captured in accordance with the provisions of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 and Secretarial Standards in respect of Board Meeting and also circulated in advance to all Directors and Members of the Committee and confirmed at subsequent meeting.

During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to Meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings) issued by the Institute of the Company Secretaries of India.

22. SHAREHOLDERS MEETINGS:

During the Year under review, following meetings of the Shareholders has been held:

(a) 01/2024-25 Extra-Ordinary General Meeting (âEGMâ) of the Members of the Company held on Friday, 23rd August 2024 at 12:30 PM IST through Video Conferencing (VC) / Other Audio-Visual Means (OAVM).

(b) 68th (Sixty-Eighth) Annual General Meeting of the Equity Shareholders of the Company held on Friday, 27th September 2024 at 12:30 PM through Video Conferencing or other Audio Visual Means.

23. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 134(3) (c) of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31^st March 2025, the applicable accounting standards have been followed and there are no material departures from the same.

(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 your Company as at 31^st March, 2025 and of the profit and loss statement of the Company for the financial year ended 31^st March, 2025.

(c) Proper and sufficient care have been taken 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 annual accounts have been prepared on a ''going concern'' basis.

(e) Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

24. EXTRACT OF ANNUAL RETURN:

The Annual Return as required under sub-section (3) of Section 92 of the Companies Act, 2013 (''the Act'') in form MGT-7 is made available on the website of the Company and can be accessed at www.ielindia.in.

25. RELATED PARTY TRANSACTIONS:

During the financial year 2024-25, all transactions entered into with the Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014 and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were in the ordinary course of the business and carried on an arm''s length basis.

The Company has a process in place to periodically review and monitor Related Party Transactions. The Audit Committee has approved all related party transactions for the financial year 2024-25 and estimated transactions for financial year 2025-26. There were no materially significant related party transactions that may conflict with the interest of the Company.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors may be accessed on the Company''s website at www.ielindia.in. Disclosures on related party transactions are set out in the Notes to the Financial Statements forming part of this Annual Report.

The disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in the Form AOC-2 is set out herewith as "Annexure [B]â and forms an integral part to this Report

26. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided as required under section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in Notes forming part of the financial statements.

27. RISK MANAGEMENT:

The Company manages, and monitors on the principal risks and uncertainties that can impact its ability to achieve its objectives. At present the company has not identified any element of risk which may threaten the existence of the company. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

28. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. The Code is also available on the website of the Company www.ielindia.in.

29. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to give information relating to Corporate Social Responsibility as the Company does not fall under the applicable threshold limit mentioned under section 135 of the Companies Act, 2013.

30. AUDITORS AND AUDITORSâ REPORT:Statutory Auditors:

During the period under review, M/s Rushabh Shreyansh & Co, Chartered Accountants (FRN: 131457W) had resigned from the office of Statutory Auditors of the Company w.e.f 24^th August 2024 on account of unwillingness to continue as Statutory Auditors due to other professional commitments and pre-occupation.

To fill the casual vacancy of Statutory Auditors caused due to Resignation of M/s Rushabh Shreyansh & Co, Chartered Accountants (FRN: 131457W), the Board of Directors after considering the recommendations of the Audit Committee, at their meeting held on 24^th August 2024 had appointed M/s Maark & Associates, Chartered Accountants (FRN: 145153W) to hold office of the Statutory Auditors from the conclusion of that Board Meeting till the date of 68th AGM of the Company.

Further, M/s Maark & Associates, Chartered Accountants (FRN: 145153W) were Appointed as Statutory Auditors for a period of 5 (Five) consecutive years to hold office from the conclusion of 68th Annual General Meeting till the conclusion of the 73^rd Annual General Meeting of the Company to conduct the Statutory Audit from financial year 2024-25 to financial year 2028-29.

Further in terms of Clause 40 of Companies (Amendment) Act, 2017 which was notified vide Notification dated S.O. 1833 (E) dated 7th May 2018 and effective from the date, the Proviso of Section 139(1) relating to ratification of Appointment of Auditors at every Annual General Meeting of the Company has been omitted and the requirement of Ratification of Auditors Appointment is no longer required as per the Companies Act, 2013.

Therefore, the resolution for ratification of Appointment of Statutory Auditors M/s Maark & Associates, Chartered Accountants (FRN: 145153W), Chartered Accountants, has not been provided for the approval of the Shareholders and not formed as a part of Notice of the 69^th AGM of the Company.

The Auditors'' Report for Financial Year ended 31^st March 2025 forms part of the Annual Report and does not contain any qualification, reservation or adverse remarks.

Cost Auditor:

The appointment of Cost Auditor for the Company is not applicable to the Company.

Internal Auditor:

The Company had appointed M/s Nishesh Dalal & Co, Chartered Accountants as an Internal Auditor of the Company for the Financial Year ended 31st March 2025 at the Board Meeting held on 22nd April 2024.

The Internal Audit Report issued by the Internal Auditor was present before the Audit Committee and the Board of Directors of the Company.

The Internal Audit Reports for Financial Year ended 31^st March 2025 does not contain any qualification, reservation or adverse remarks.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at their meeting held on 22^ndApril 2024 has appointed M/s Kunal Sharma & Associates, Practicing Company Secretaries (M No. 10329 and COP No. 12987), to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - [C]" to this Report.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s Kunal Sharma & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the financial year 2025-26 to F.Y. 2029-30 at their meeting held on 07^th August 2025. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

The details required as per Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) forms part of Explanatory Statement to the Notice of the 69^th AGM.

31. EXPLANATION ON AUDITORS REPORT:

Statutory Auditor

The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any separate or further comments or explanations.

Secretarial Auditor

The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any separate or further comments or explanations.

32. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub section (12) of Section 143 other than those which are reported to Central Government during the year under review.

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

In view of no manufacturing activity in the Company, the information required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to the information on conservation of energy, technology absorption is not applicable.

34. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks in commensurate with its size and activities. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including, 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 disclosures.

The Report on the Internal Financial Control under Clause (i) of sub section 3 of Section 143 of the Companies Act, 2013 is forming part of the financial statement for the year under review.

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company is committed to providing and promoting a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees.

Pursuant to provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, required disclosure is given below:

(a) The Company has constituted Internal Committee as per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information. Workshops and awareness programmes against sexual harassment are conducted across the organization.

36. DISCLOSURE REQUIREMENTS:a) Disclosure Under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) Disclosure Under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c) Disclosure Under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued equity shares under Employees Stock Option Scheme during the year under review.

d) Disclosure Under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. Related Party disclosures/transactions are detailed in the Notes to the financial statements.

37. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been granted the benefits as prescribed under the Act, including maternity leave and other related entitlements. The Company remains committed to fostering a supportive and inclusive work environment, particularly for working mothers, and continues to uphold its responsibility towards gender equity in the workplace.

38. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

39. OTHER DISCLOSURES:

(a) During the financial year 2024-25, the Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

(b) During the financial year 2024-25, no application was made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

(c) During the financial year 2024-25, your Company has not entered into any One-Time Settlement with banks or financial institutions.

(d) The Company has not issued any debentures during the financial year 2024-25.

(e) During the financial year 2024-25, your Company did not raise funds from Preferential Issue of Convertible Equity Warrants and your Board hereby confirms that there were no deviations(s) or variation (s) in the utilization of proceeds from the objects stated in the explanatory statement to the notice for the general meeting.

40. CAUTIONARY STATEMENT:

This report contains forward-looking statements based on the perceptions of the Company and the data and information available with the Company. The Company does not and cannot guarantee the accuracy of various assumptions underlying such statements and they reflect Company''s current views of the future events and are subject to risks and uncertainties. Many factors like change in general economic conditions, amongst others, could cause actual results to be materially different.

41. ACKNOWLEDGEMENT:

The Directors hereby wish to place on record their appreciation for the support extended by its banker, suppliers, employees and all other stakeholders without whose support the overall satisfactory performance would not have been possible during the pandemic.

Mar 31, 2024

Your directors are pleased to present the 68th Annual Report together with the Audited Standalone Financial Statements for the financial year ended 31^st March 2024.

1. FINANCIAL HIGHLIGHTS:

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of the (Companies Accounts) Rules, 2014. The Company''s financial performance for the year ended March 31, 2024, is summarized below:

Amount in Rs Thousand
Total Revenues Profit / (Loss) before Interest, Depreciation, Exceptional /Extraordinary Items, Tax & Amortizations (EBITDA) Interest/Finance Cost (Net) Depreciation/Amortization Profit/(Loss) before Exceptional / Extraordinary items & tax Exceptional / Extraordinary expenses Profit/(Loss) before Tax Tax Adjustments (Net) Profit/(Loss) after Tax	Current Year (2023-24)	Previous Year (2022-23)
	172620.72	110543.10
	3799.96	24201.17
	5.46 332.11	26.96 667.18
	3462.39	23507.03
	NIL	64.30
	3462.39	23571.33
	894.28	(91.25)
	2568.12	23662.58

2. STATE OF COMPANY''S AFFAIRS, FINANCIAL PERFORMANCE AND PROSPECTS & DEVELOPMENTS:

During the financial year 2023-24, the Company has earned total revenues of INR 172620.72 thousand as against that of INR 110543.10 thousand for the previous year. The Business operations posted Net Profit after Tax of INR 2568.12 thousand as against that of INR 23662.58 thousand for the previous year.

3. CHANGE IN NATURE OF BUSINESS. IF ANY:

During the Financial Year 2023-24, there is no change in the nature of business of the Company.

Further during the current financial year ending 31^st March 2025, the Company had entered into new activity and line business is related to the business of build, run, manage and otherwise of Warehousing, Storage house, godowns, cold storage and other related activities. The said amendment has been approved by the Board of Directors at their meeting held on 05^th June 2024 and also by the Shareholders of the Company at 01/2024-25 Extra Ordinary General Meeting held on 23^rd August 2024.

4. DIVIDEND:

Due to past losses, your directors have not recommended any Interim Dividend as well as any final dividend for the financial year ended 31^st March 2024 on Equity Shares of the Company.

5. TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to the general reserve.

6. SHARE CAPITAL:

As on 31^st March 2024, the Share Capital structure of the Company stood as follows:

Particulars

No ofShares

Amount

Authorized Share Capital
Equity Shares of Re. 1/- each	5,00,00,000	5,00,00,000
Zero Coupon Redeemable Preference Shares of Rs. 100/- each	4,00,000	4,00,00,000
Total	5,04,00,000	9,00,00,000
Issued, Subscribed and Paid-up Share Capital
Equity Shares of Re. 1/- each	3,33,76,330	3,33,76,330
Zero Coupon Redeemable Preference Shares of Rs. 100/- each	90,000	90,00,000
Total	3,34,66,330	4,23,76,330

During the year under review, the Company has not issued any Shares with or without differential rights or Debentures or any other securities by way of public offer, Private Placement, Preferential allotment, Rights issue, Bonus Issue, Sweat Equity Shares, and Employee Stock Option Scheme or in any such other manner.

Further during the current financial year ending 31^st March 2025, the Board of Directors and the Shareholders of the Company at the 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August 2024 approved the reclassification of the existing Authorized Share Capital of the Company from Rs. 9,00,00,000/- (Rupees Nine Crores Only) divided into 5,00,00,000/- (Five Crore) Equity Shares of Re. 1/- (Rupee One Only) each and 4,00,000 (Four Lakh) Zero-Coupon Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred only) each to Rs. 9,00,00,000/- (Rupees Nine Crores only) divided into 8,10,00,000/- (Eight Crores and Ten Lakh) Equity Shares of Re. 1/- (Rupee One only) each and 90,000 (Ninety Thousand) Zero Coupon Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred only) each of the Company by cancelling the unissued Zero-Coupon Redeemable Preference Share Capital of Rs. 3,10,00,000/- (Rupees Three Crores and Ten Lakh) divided into 3,10,000 (Three Lakh and Ten Thousand) Zero-Coupon Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred only) each and adding the same into the class of existing Equity Share of face value of Re. 1/- (Rupee One only) each of the Company by way of Authorized Share Capital of Rs. 3,10,00,000/- (Rupees Three Crores and Ten Lakh) divided into 3,10,00,000/- (Three Crores and Ten Lakh) Equity Shares of Re. 1/- (Rupee One Only).

Further, the Board of Directors and the Shareholders of the Company at the 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August 2024 have approved the Increase in Authorized Share Capital of the Company from Rs. 9,00,00,000/- (Rupees Nine Crores Only) divided into 8,10,00,000/- (Eight Crores and Ten Lakh) Equity Shares of Re. 1/- (Rupee One Only) each and 90,000 (Ninety Thousand) Zero-Coupon Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred only) each of the Company to Rs. 20,90,00,000/- (Rupees Twenty Crores and Ninety Lakh only) divided into 20,00,00,000/- (Twenty Crores) Equity Shares of Re. 1/-(Rupee One Only) each and 90,000 (Ninety Thousand) Zero-Coupon Redeemable Preference Shares of Rs. 100/-(Rupees One Hundred only) each of the Company.

Consequent to the Reclassification of existing Authorized Share Capital and further Increase in Authorized Share Capital of the Company as above, the amendment in the Capital Clause V of the Memorandum of Association of the Company have been approved by the Board of Directors and the Shareholders of the Company at the 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August 2024.

Depository System:

As the members are aware, the Company''s Equity Shares are compulsorily tradable in electronic form. As on 31^stMarch 2024, 86.65% of the Company''s total paid up Equity Capital representing 2,89,23,830 Equity shares are in dematerialized form.

7. RIGHTS ISSUE:

The Board of Directors of the Company at their meeting held on Monday, 22nd July 2024 had approved the j raising of funds by way of offer, issue and allotment of Equity Shares of face value of Re. 1/- each to the existing â Equity Shareholders of the Company on rights basis ("Rights Issue"), at such price and right entitlement ratio as may be decided by the Board of Directors or a duly constituted Rights Issue Committee of the Board to the eligible Equity shareholders of the Company, for an amount aggregating up to Rs. 45.00 Crores (Rupees Forty-Five Crores only).

8. SUB-DIVISION OF FACE VALUE OF EQUITY SHARES:

During the financial year ended 31^st March 2024, in order to enhance the liquidity in the capital market, to widen shareholder base and to make the Equity Shares more affordable to small investors, the Company had subdivided its Equity Shares of face value of Rs. 10/- (Rupees Ten only) each into Equity Shares of face value of Re. 1/- (Rupee One only) each fully paid up. The said Sub-division has been approved by the Board of Directors at their meeting held on 07th July 2023 and subsequently approved by the Shareholders at the 67th Annual General Meeting held on 17th August 2023. The Company had fixed the Record date of 25th September 2023 for the purpose of Sub-Division.

Further, consequent to the sub-division of face value of Equity Shares of the Company, Capital Clause V of the Memorandum of Association of the Company has been amended. The said amendment has been approved by the Board of Directors at their meeting held on 07th July 2023 and subsequently approved by the Shareholders at the 67th Annual General Meeting held on 17th August 2023.

9. SEGMENT WISE PERFORMANCE:

The Company has only one reportable segment of activity i.e. "Trading in Chemicals", in accordance with the definition of "Segment" as per the IND AS. The performance of the Company is discussed separately in this Report.

10. SUBSIDIARIES, IOINT VENTURES & ASSOCIATES:

Your Company doesn''t have any Subsidiaries, Joint Ventures and Associates.

11. MANAGEMENT DISCUSSION AND ANALYSIS:

12. PUBLIC DEPOSITS:

The Company has received declarations from its directors that all the Loans extended/to be extended by them to the Company are their owned funds only and not borrowed from any person or entity.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this Report.

14. CORPORATE GOVERNANCE:

Pursuant to Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), Corporate Governance provisions as specified is not applicable to the Company, since the paid-up share capital of the Company and the Net Worth is below the threshold limits prescribed under the SEBI LODR.

15. INDUSTRIAL RELATIONS:

The relationship with employees at all levels remained cordial and harmonious during the year. We appreciate committed contribution made by employees of the Company at all the levels to sustain during the challenging business scenario.

16. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

Nomination and Remuneration Policy of the Company:

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:

â¢ Formulate the criteria for appointment as a Director:

â¢ Identify persons who are qualified to be Directors:

â¢ Nominate candidates for Directorships subject to the approval of Board:

The Committee recommends to the Board the appointment of potential candidates as Non- Executive Director or Independent Director or Executive Director, as the case may be.

â¢ Approve the candidates required for senior management positions:

â¢ Evaluate the performance of the Board:

â¢ Evaluate the performance of the Managing Director or Whole-time Director and determine their compensation:

â¢ Review performance and compensation of senior management:

17. BOARD DIVERSITY:

18. PARTICULARS OF EMPLOYEES:

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2024, the Board comprised of Five (5) Directors out of which One (1) is an Executive Promoter Director, Two (2) are Non-Executive, Non-Independent and Promoter including Woman Director and other Two (2) are Independent Directors. The composition of the Board is in conformity with the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Appointments:

During the financial year ended 31st March 2024, the following Appointments were made:

(i) Mr. Aayush Kamleshbhai Shah (DIN -10149440) has been appointed as an Additional and Independent Director (Non-Executive) of the Company for a period of five consecutive years w.e.f. 20th May 2023. The Appointment of Mr. Aayush Kamleshbhai Shah (DIN -10149440) has been approved by the Shareholders of the Company at the 67^th Annual General Meeting held on 17^th August 2023 to hold office for a term of 5 (five) consecutive years commencing from 20th May 2023 till 19th May 2028 (both days inclusive) and shall not be liable to retire by rotation.

During the current financial year ending 31st March 2025, the following Appointments were made:

1. Mr. Darshan Bipinchandra Shah (DIN - 07030608) has been appointed as an Additional Director (NonExecutive and Independent Director) of the Company for a term of 5 (Five) consecutive years commencing from 22nd April 2024 till 21st April 2029 (both days inclusive), not be liable to retire by rotation.

2. Mr. Arpit Singh (DIN - 10645601) has been appointed as an Additional Director (Non-Executive and NonIndependent Director, Professional) of the Company with effect from 05^th June 2024, liable to retire by rotation. The Appointment of Mr. Arpit Singh (DIN - 10645601) has been approved by the Shareholders of the Company at 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August 2024.

3. Mr. Ajaykumar Bholanath Gupta (DIN - 07542693) has been as an Additional Director (Non-Executive and Non-Independent Director, Professional) of the Company with effect from 05^th June 2024, liable to retire by rotation. The Appointment of Mr. Ajaykumar Bholanath Gupta (DIN - 07542693) has been approved by the

Shareholders of the Company at 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August i 2024.

4. Ms. Juhi Sawajani (DIN - 09811893) has been appointed as an Additional Woman Director (Non-Executive and Independent Director) of the Company for a term of 5 (Five) consecutive years commencing from 05th June 2024 till 04th June 2029 (both days inclusive), not be liable to retire by rotation. The Appointment of Ms. Juhi Sawajani (DIN - 09811893) has been approved by the Shareholders of the Company at 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August 2024.

5. Ms. Avani Ashwinkumar Shah (DIN - 09608898) has been appointed as an Additional Director (NonExecutive and Independent Director) of the Company for a term of 5 (Five) consecutive years commencing from 08th July 2024 till 07th July 2029 (both days inclusive), not be liable to retire by rotation. The Appointment of Ms. Avani Ashwinkumar Shah (DIN - 09608898) has been approved by the Shareholders of the Company at 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August 2024.

6. Mr. Ajaykumar Bholanath Gupta (DIN - 07542693) has been appointed as the Managing Director (Professional and Executive) of the Company for a term of 3 (Three) consecutive years commencing from 08th July 2024 till 07th July 2027 (both days inclusive), liable to retire by rotation. The Appointment of Mr. Ajaykumar Bholanath Gupta (DIN - 07542693) has been approved by the Shareholders of the Company at 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August 2024.

Retire by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mr. Ronit Champaklal Shah (DIN: 02851806), Executive Director and Chairman of the Company is liable to retire by rotation at the ensuing AGM and being eligible offered himself for re-appointment.

An appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The brief resume of Mr. Ronit Champaklal Shah (DIN: 02851806), and other related information has been detailed in the Notice forming part of this Annual Report.

Your directors recommend his re-appointment Executive and Chairman of your Company.

Retirements and Resignations along with facts of resignation:

During the Financial Year ended 31st March 2024, the following Resignations/Retirements took place:

1. Mr. Dipak Shantilal Jagetiya (DIN - 03204123) vide his Resignation Letter dated 20th May 2023 had been resigned from the office of Independent Director of the Company with effect from closing business hours of Saturday, 20th May 2023 owing to his preoccupancy and engagements in various professional assignments.

During the Financial Year ending 31^st March 2025, the following Resignations/Retirements took place:

1. Mr. Parshva Satishkumar Shah (DIN - 09660216) vide his Resignation Letter dated 22nd April 2024 has been resigned from the office of Independent Director of the Company with effect from closing business hours of Monday, 22nd April 2024 owing to his preoccupancy and engagements in various professional assignments.

2. Mrs. Kalpanaben Champaklal Shah (DIN - 02786730) vide his Resignation Letter dated 5th June 2024 has resigned from the office of Non-Executive and Non-Independent Woman Director of the Company with effect from closing business hours of Wednesday, 5th June 2024 owing to some personal reasons and other social commitments.

3. Mr. Romit Champaklal Shah (DIN - 06395661) vide his Resignation Letter dated 5th June 2024 has resigned from the office of Non-Executive and Non-Independent Director of the Company with effect from closing business hours of Wednesday, 5th June 2024 owing to his involvement in other professional and business commitments.

4. Mr. Aayush Kamleshbhai Shah (DIN - 10149440) vide his Resignation Letter dated 5th June 2024 has resigned from the office of Independent Director of the Company with effect from closing business hours of Wednesday, 5th June 2024 owing to his owing to his preoccupancy and engagements in various professional assignments.

5. Mr. Darshan Bipin Chandra Shah (DIN-07030608) vide his Resignation Letter dated 08th July 2024 has resigned from the office of Additional Director (Non-Executive and Independent Director) of the Company with effect from closing business hours of Monday, 08th July 2024 owing to his other professional commitments.

6. Mr. Ronit Champaklal Shah (DIN - 02851806) vide his Resignation Letter dated 08th July 2024 has resigned and retired from the office of Managing Director (Promoter) of the Company with effect from closing business hours of Monday, 08th July 2024 owing to his involvement and preoccupation in social and other business commitments. He will continue to hold the office of Director (Promoter) of the Company.

The Board has placed on record appreciation for their valuable contributions during their tenure as Directors of the Company.

Key Managerial Personnel:

As on 31^st March 2024, pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Ronit Champaklal Shah, Managing Director, Mr. Hemant Harshadkumar Kayastha, Chief Financial Officer and Mr. Kunal Jain, Company Secretary & Compliance Officer are the Key Managerial Personnel''s of your Company.

Changes in Key Managerial Personnels:

During the Financial Year ended 31^st March 2024, no changes were took place in Key Managerial Personnels. During the Financial Year ending 31^st March 2025, the following changes took place:

1. Mr. Hemant Harshadkumar Kayastha vide his Resignation Letter dated 08th July 2024 has resigned from the office of Chief Financial Officer and Key Managerial Personnel of the Company with effect from closing business hours of Monday, 08th July 2024 to pursue better career opportunities.

2. Mr. Arpit Singh has been appointed as Chief Financial Officer of the Company with effect from Monday, 08th July 2024. Mr. Arpit Singh shall also be designated as the Whole-Time Key Managerial Personnel of the Company under the Companies Act 2013 and SEBI (LODR) Regulations, 2015.

Annual Evaluation of Board''s Performance:

Declaration of Independence:

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA").

Familiarization Program for Independent Directors

Pecuniary relationship

During the year under review, except those disclosed in the Audited Financial Statements, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

Code of Conduct

20. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of Insider Trading) Regulation, 2015 (as amended). The same has been filed with the BSE Limited and also uploaded on the website of the Company.

21. COMMITTEES OF THE BOARD:

As on 31^st March 2024, the Board of Directors has following committees:

a. Audit Committee.

b. Nomination and Remuneration Committee.

c. Stakeholder''s Relationship Committee.

Audit Committee

As on 31^st March 2024, the composition of Audit Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Parshva Satishkumar Shah	Chairman	Independent Director
Mr. Aayush Kamleshbhai Shah	Member	Independent Director
Mr. Romit Champaklal Shah	Member	Non-Executive and Non-Independent Director

As on date of this report, the composition of Audit Committee is as follows:
Name	Designation	Nature of Directorship
Ms. Juhi Sawajani	Chairperson	Independent Director
Ms. Avani Ashwinkumar Shah	Member	Independent Director
Mr. Arpit Singh	Member	Non-Executive and Non-Independent Director

The terms of reference of the Audit Committee are as under:

â¢ Overseeing the company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

â¢ Recommending to the Board for appointment, re-appointment and if required, the replacement or removal of the Statutory Auditor and the fixation of the fees;

â¢ Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

â¢ Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:

(b) Changes, if any, in accounting policies and practices and reasons for the same

(d) Significant adjustments made in the financial statements arising out of audit findings

(e) Compliance with listing and other legal requirements relating to financial statements

(f) Disclosure of any related party transactions

(g) Qualifications in the draft audit report

â¢ Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

â¢ Reviewing with the management performance of statutory and internal auditors, adequacy of the internal control systems;

â¢ Scrutiny of Inter-Corporate Loans and Investments.

â¢ Valuation of undertakings or assets of the Company, wherever it is necessary.

â¢ Discussions with internal auditors any significant findings and follow up thereon.

â¢ Discussions with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

â¢ To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

â¢ The Audit Committee shall mandatorily review the following information.

a. Management discussion and analysis of financial condition and results of operations;

b. Statement of significant related party transactions (as defined by the audit committee), submitted by

Management ;

c. Management letters/letters of internal control weaknesses issued by the statutory auditors ;

d. Internal audit reports relating to internal control weakness ; and

e. The appointment, removal and terms of remuneration of the internal auditor shall be subject to review

by the Audit Committee.

â¢ To review the functioning of the Whistle Blower mechanism;

â¢ To look into any other matter which may be referred to it by the Board.

â¢ In addition to the above, the Committee shall have such functions / role / powers as may be specified in the Companies Act, Listing Agreement with Stock Exchanges or any other applicable law.

The Audit Committee met Seven (7) times during the financial year and the details of the meeting are as follows:

Sr. No	Date of Meeting	Attendance of Chairman/Members
1.	20^th May, 2023	Chairman & All other members were present
2.	07^th July, 2023	Chairman & All other members were present
3.	20^th July, 2023	Chairman & All other members were present
4.	12^th October, 2023	Chairman & All other members were present
5.	08^th January, 2024	Chairman & All other members were present
6.	11^th March, 2024	Chairman & All other members were present
7.	18^th March, 2024	Chairman & All other members were present

Mr. Parshva Satishkumar Shah, Chairman of the Audit Committee was present at the last Annual General Meeting held on 17^th August 2023. The Company Secretary of the Company is the Secretary of the Committee. The Internal Auditor and the representatives of the Statutory Auditors also attend the Audit Committee meetings, besides the executives invited by the Audit Committee to be present thereat. The Internal Auditor presented their report directly to the Audit Committee.

Nomination and Remuneration Committee

As on 31^st March 2024, the composition of Nomination and Remuneration Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Parshva Satishkumar Shah	Chairman	Independent Director
Mr. Aayush Kamleshbhai Shah	Member	Independent Director
Mr. Romit Champaklal Shah	Member	Non-Executive and Non-Independent Director
As on date of this report, the composition of Nomination and Remuneration Committee is as follows:
Name	Designation	Nature of Directorship
Ms. Juhi Sawajani	Chairperson	Independent Director
Ms. Avani Ashwinkumar Shah	Member	Independent Director
Mr. Arpit Singh	Member	Non-Executive and Non-Independent Director

Terms of reference

The terms of reference of the Nomination and Remuneration Committee are as under:

â¢ The Committee shall have meetings periodically as it may deem fit.

â¢ The Committee shall invite such of the executives to be present at the meetings of the Committee required by it

â¢ The Committee shall have the following powers and functions:

a. Identify people who are qualified to become directors and persons who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.

b. Carry on the evaluation of every Director''s performance.

c. Formulate criteria for determining qualifications, positive attributes and independence of a director.

d. Recommend to the Board a policy relating to the remuneration of the directors, Key Managerial

Personnel and other employees.

e. Formulate criteria for evaluation of Independent Directors and the Board; and

f. Devise a policy on Board Diversity.

g. Recommend to the Board all remuneration, in whatever form, payable to senior management.

â¢ To administer and supervise Employee Stock Option Schemes (ESOS) including framing of policies related to ESOS and reviewing grant of ESOS.

â¢ Review HR Policies and initiatives.

The Nomination and Remuneration Committee met Two (2) times during the financial year, and the details of the meeting are as follows:

Sr.

Date of Meeting

Attendance of Chairman/Members

20^th May 2023

Chairman & All other members were present

12^th October, 2023

Chairman & All other members were present

Mr. Parshva Satishkumar Shah, being, Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting held on 17^th August 2023. The Company Secretary of the Company is the Secretary of the Committee.

Stakeholder''s relationship Committee.

As on 31^st March 2024, the composition of Stakeholder''s relationship Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Parshva Satishkumar Shah	Chairman	Independent Director
Mr. Aayush Kamleshbhai Shah	Member	Independent Director
Mr. Romit Champaklal Shah	Member	Non-Executive and Non-Independent Director

As on date of this report, the composition of Stakeholder''s		relationship Committee is as follows:
Name	Designation	Nature of Directorship
Ms. Juhi Sawajani	Chairperson	Independent Director
Ms. Avani Ashwinkumar Shah	Member	Independent Director
Mr. Arpit Singh	Member	Non-Executive and Non-Independent Director

Terms of Reference

The terms of reference of the Committee are as under:

â¢ To specifically look into the Redressal of Investors'' Grievances pertaining to:

a. Transfer and Transmission of Shares and Debentures.

b. Non-Receipt of Annual Reports.

c. Dividends, Interests and Redemption Proceeds of Debentures.

d. Dematerialization of Shares and Debentures.

e. Replacement of Lost, Stolen, Mutilated Share and Debenture Certificates.

f. Non-receipt of Rights, Bonus, Split Share Certificates.

â¢ To look into other related issues towards strengthening Investors'' Relations.

â¢ To consider and approve issuance of Share/Debenture Certificates including Duplicate Share/ Debenture Certificates.

â¢ To look into the reasons for any defaults in the payment to the Depositors, Debenture Holders, Shareholders (in case of nonpayment of Declared Dividends) and Creditors.

â¢ To review the reports submitted by the Registrars and Share Transfer Agents of the Company at half-yearly basis.

â¢ To Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.

â¢ To Review of measures taken for effective exercise of voting rights by shareholders.

The Stakeholder''s relationship Committee met Four (4) times during the financial year, and the details of the meeting are as follows:

Sr. No	Date of Meeting	Attendance of Chairman/Members
1.	20^th May, 2023	Chairman & All other members were present
2.	20^th July, 2023	Chairman & All other members were present
3.	12^th October, 2023	Chairman & All other members were present
4.	8^th January, 2024	Chairman & All other members were present

There were no pending complaints/ transfers as on 31^st March 2024 and also there were no complaints which were not resolved to the satisfaction of Shareholders. The summary of status of complaints/ request received, disposed and pending as on March 31, 2024, is as under:

No. of

complaints/request

received

No. of complaints/requests solved to the satisfaction of shareholders/investors

No. of pending complaints/request as on 31^st March, 2024

All Share transfer and correspondence thereon are handled by the Company''s Registrars and Share Transfer Agents viz. Link Intime India Private Limited, C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West) Mumbai - 400083, Tel: 022-4918 6270, Fax: 022-4918 6060, Email Id: [email protected].

There are no pending legal matters, in which the Company has been made a party, before any other Court(s)/ Consumer Forum(s) etc., on Investors grievances.

Mr. Parshva Satishkumar Shah, being, Chairman of the Stakeholder''s Relationship Committee was present at the last Annual General Meeting held on 17^th August 2023. The Company Secretary of the Company is the Secretary of the Committee.

22. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors met Seven (7) times during the financial year, and the details of the meeting are as follows:

Sr.
No	Date of Meeting

1.	20^th May, 2023
2.	07^th July, 2023
3.	20^th July, 2023
4.	12^th October, 2023
5.	08^th January, 2024
6.	11^th March, 2024
7.	13^th March, 2024

Name of the Director(s)		No ofBoard Meetings attended		Attendance at the last AGM held on 17^thAugust, 2023
		Held/Entitled	Attended
Mr. Ronit C. Shah		7	7	Yes
Mr. Romit C. Shah		7	7	Yes
Mrs. Kalpanaben C. Shah		7	7	Yes
Mr. Dipak Shantilal Jagetiya		1	1	NA
Mr. Parshva Satishkumar Shah		7	7	Yes
Mr. Aayush Kamleshbhai Shah		6	6	Yes

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. Every Director currently on the Board of the Company has personally attended at least one Board / Committee of Directors'' Meeting in the financial year 2023-24. All the information required to be furnished to the Board was made available along with a detailed Agenda.

As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors without the attendance of Non-Independent Directors was held on 08^th January 2024 to discuss the agenda items as required under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors reviewed the performance of non-independent directors and the Board as whole, reviewed the performance of the Chairman of the Company taking into account the views of executive and non-executive directors and assessed the quality, quantity and timeliness flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions.

The Board meets at least once in every quarter to review quarterly performance, business operations, general affairs of the Company and considering approval of financial results. The agenda along with notice of each meeting in writing is circulated in advance to the Board Members. The Board is also free to recommend the inclusion of any method for discussion and consideration in consultation with the Chairman. The information as specified in Schedule II of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is regularly made available to the Board. The minutes of the meeting of Board and its Committees are captured in accordance with the provisions of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 and Secretarial Standards in respect of Board Meeting and also circulated in advance to all Directors and Members of the Committee and confirmed at subsequent meeting.

23. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 134(3) (c) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31^st March 2024, the applicable accounting standards have been followed and there are no material departures from the same.

(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 your

Company as at 31^st March, 2024 and of the profit and loss statement of the Company for the financial year ended 31^st March, 2024.

(c) proper and sufficient care have been taken 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 annual accounts have been prepared on a ''going concern'' basis.

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

24. EXTRACT OF ANNUAL RETURN:

The Annual Return as required under sub-section (3) of Section 92 of the Companies Act, 2013 (''the Act) in form MGT-7 is made available on the website of the Company and can be accessed at www.ielindia.in.

25. RELATED PARTY TRANSACTIONS:

During the financial year 2023-24, all transactions entered into with the Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014 and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were in the ordinary course of the business and carried on an arm''s length basis.

The Company has a process in place to periodically review and monitor Related Party Transactions. The Audit Committee has approved all related party transactions for the financial year 2023-24 and estimated transactions for financial year 2024-25. There were no materially significant related party transactions that may conflict with the interest of the Company.

26. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

27. RISK MANAGEMENT:

28. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

29. CORPORATE SOCIAL RESPONSIBILITY:

30. AUDITORS AND AUDITORS'' REPORT:Statutory Auditors:

At the 64^th Annual General Meeting held on 28^th September 2020, M/s Rushabh Shreyansh & Co, Chartered Accountants (FRN: 131457W) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 69^th Annual General Meeting to be held in the calendar year 2025.

However, M/s Rushabh Shreyansh & Co, Chartered Accountants (FRN: 131457W) had resigned from the office of Statutory Auditors of the Company w.e.f 24th August 2024 on account of unwillingness to continue as Statutory Auditors due to other professional commitments and pre-occupation.

To fill the casual vacancy of Statutory Auditors caused due to Resignation of M/s Rushabh Shreyansh & Co, Chartered Accountants (FRN: 131457W), the Board of Directors after considering the recommendations of the Audit Committee, at their meeting held on 24th August 2024 has appointed M/s Maark & Associates, Chartered Accountants (FRN: 145153W) to hold ofice of the th Statutory Auditors from the conclusion of that Board Meeting till the date of 68^th AGM of the Company.

Further, the Board had appointed them as Statutory Auditors for a period of 5 (Five) consecutive years to hold office from the conclusion of this 68^th Annual General Meeting till the conclusion of the 73^rd Annual General Meeting of the Company to conduct the Statutory Audit from financial year 2024-25 to financial year 2028-29.

Pursuant to Section 139 of the Companies Act, 2013, approval of the members is required for appointment of the Statutory Auditors and fixing their remuneration by means of an ordinary resolution. Accordingly, approval of the members is sought for appointment of M/s Maark & Associates, Chartered Accountants (FRN: 145153W) as the Statutory Auditors of the Company to hold office from the conclusion of Board Meeting till the date of 68th Annual General Meeting of the Company as well as for a period of 5 (Five) consecutive years to hold office from the conclusion of this 68th Annual General Meeting till the conclusion of the 73rd Annual General Meeting of the Company to conduct the Statutory Audit from financial year 2024-25 to financial year 2028-29.

M/s Maark & Associates, Chartered Accountants (FRN: 145153W), have consented to the aforesaid appointment and confirmed that their appointment, if made, will be within the limits specified under Section 141(3) (g) of the Companies Act, 2013. They have further confirmed that they are not disqualified to be appointed as the Statutory Auditors in terms of the Companies Act, 2013 and the rules made thereunder. They have also confirmed that the Firm is also a Peer Reviewed Firm of Chartered Accountants, and the Peer Review Certificate has already been issued by the ICAI and the same has been placed before the Board for due identification.

The Auditors'' Report for Financial Year ended 31^st March 2024 forms part of the Annual Report and does not contain any qualification, reservation or adverse remarks.

Cost Auditor:

The appointment of Cost Auditor for the Company is not applicable to the Company.

Internal Auditor:

The Company had appointed M/s Nishesh Dalal & Co, Chartered Accountants as an Internal Auditor of the Company for the Financial Year ended 31^st March 2024 at the Board Meeting held on 20^th May 2023.

The Internal Audit Reports for Financial Year ended 31^st March 2024 does not contain any qualification, reservation or adverse remarks.

Further, the Board of Directors has appointed M/s Nishesh Dalal & Co, Chartered Accountants to conduct the Internal Audit of your Company for the Financial Year ending 31^st March 2025 at the Board Meeting held on 22^ndApril 2024.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s Kunal Sharma & Associates to conduct the Secretarial Audit of your Company for the Financial Year ended 31^st March 2024 at the Board Meeting held on 20^th May 2023.

The Secretarial Audit Report is annexed herewith as "Annexure - [C]â to this Report.

There are no adverse observations in the Secretarial Audit Report which call for explanation.

Further, the Board of Directors has appointed M/s Kunal Sharma & Associates to conduct the Secretarial Audit of your Company for the Financial Year ending 31^st March 2025 at the Board Meeting held on 22^nd April 2024.

31. EXPLANATION ON AUDITORS REPORT:

Statutory Auditor

The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any separate or further comments or explanations.

Secretarial Auditor

The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any separate or further comments or explanations.

32. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by the Auditors which fall under the purview of sub section (12) of Section 143 of the Companies Act, 2013.

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

Information of Foreign Exchange Earning and expenses for the financial year 2023-24 is provided below:

	Amount in Rupees Thousand
Particulars	2023-24	2022-23
Earnings in Foreign Currency:	NIL	22786.75
â¢ Export of Goods	NIL	22786.75
Expenditure in Foreign Currency.	NIL	NIL

34. INTERNAL FINANCIAL CONTROLS:

The Report on the Internal Financial Control under Clause (i) of sub section 3 of Section 143 of the Companies Act, 2013 is forming part of the financial statement for the year under review.

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION-PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

36. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

37. OTHER DISCLOSURES:

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

â¢ There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

â¢ There was no instance of a one-time settlement with any Bank or Financial Institution.

â¢ During the year, no revision was made in the previous financial statement of the Company.

38. ACKNOWLEDGEMENT:

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting 58th Annual Report together with the Audited Statement of Accounts for the financial year ended 31st March, 2014.

(Amount in Rs.)

FINANCIAL RESULTS: Current Previous year year (2013-14) (2012-13)

(Loss)/Profit for the year before providing for

Depreciation and interest and (60,68,680) 19,42,629 exceptional items

Less : Interest 77,791 (41,07,754)

Less: Depreciation 5,04,021 (6,61,745)

Loss after Depreciation & Interest (66,50,682) (28,26,870)

Add : Exceptional income - (7,01,992)

Provision for taxation - -

Loss after tax (66,50,682) (21,24,878)

Accumulated loss brought forward (4,58,32,326) (4,37,07,448) from previous year

Profit & Loss a/c amount carried (5,24,83,018) (4,58,32,326) forward to balance sheet

DIVIDEND:

Your Directors express their inability to recommend declaration of any dividend for the year ended 31st March, 2014 due to losses.

OPERATIONS:

As you are aware the Company has already exited from its solvent extraction business and is looking for diversification in new business areas. However, the new business development has not fructified in view of dull economic scenario with policy paralysis in the country which has discouraged the management to conceive and enter into new business areas. Also various key business factors like high cost of finance, general inflationary pressure, recession in most of market areas, sluggish demand; increased need of working capital etc. has not provided appropriate opportunity to the management of the Company for diversifying into new business areas.

The performance of the Company was not satisfactory since practically there was no business except for small trading activities carried out during the financial year ended on 31st March 2014. The Company operations resulted in a turnover of Rs. 1.48 Cr as against Rs. 2.91 Cr for the previous year. The loss before interest and depreciation amounted to Rs.60.69 lacs as against profit of Rs.19.43 Lacs in the previous year. The net loss for the year ended amounted to Rs.66.51 lacs..

PROSPECTS & DEVELOPMENTS:

Your directors are of the view that with new government coming into India, the overall business climate will improve over next couple of quarters with new policy decisions and growth oriented measures expected to be considered by the new government. Subject to satisfactory business friendly and stable policies by the new government, improvement in overall business climate and confidence together with increase in foreign demand, the management expects to enter into chemical and trading business during the financial year 2014-15 which will help them to diversify and establish into new business areas successfully. The main focus areas are chemicals, trading and distribution network.

The Board and the Management of the Company are confident of getting diversified into new business areas in due course with a view to enhance stakeholder's value and create sustainable business model for the future of the Company.

DIRECTORATE:

As per the provisions of Section 149(1) of the Companies Act, 2013 ('the Act') and amended Clause 49 of the Listing Agreement (coming into effect from 1st October, 2014) the Company should have at least one women director. In terms of the Section 161(1) of the act and Articles of the Association of the Company ,the Board of Directors appointed Smt. Gayatri P. Jhaveri as an Additional Director who shall hold office upto the date of ensuing Annual General Meeting of the Company. Keeping in the view the above legal requirements and in deference to Company's shareholders' wishes, the Board of Directors have proposed to appoint Smt. Gayatri P. Jhaveri as a Director of the Company. The Board recommends her appointment in the ensuing Annual General Meeting.

Pursuant to provisions of Section 149 and all other applicable provisions of the Companies Act, 2013 and also with the listing agreement, your directors are seeking appointment of Shri Anand R. Dalai, Shri Amit B. Shah and Shri Asit D. Javeri as an Independent Directors of the Company. During the year Shri Ankur M. Maneck retires by rotation and being eligible offers himself for re-appointment.

With effect from 8th August, 2014, Shri Shantilal B. Jhaveri has resigned as a Chairman & Managing Director of the Company. The board appreciates and takes on record his significant contribution to the Company's growth and challenges during his term for more than five decades. Considering his visionary approach and contribution made for the Company's growth the Board has decided to designate him as a Chairman Emeritus who shall be non executive and non board member and has requested him to provide his valuable guidance, advice, expertise and long standing experience from time to time for the benefits of the Company.

Considering above developments, the board has re-designated Shri Priyam S. Jhaveri as a Chairman & Managing Director of the Company with effect from 8th August 2014 without any change in his terms of appointment as approved by the shareholders in their meeting held on 13th September 2013.

Necessary details for said appointment have been provided in the notice of the 58,h Annual General Meeting.

CORPORATE GOVERNANCE

The information pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is forming part of this report.

PARTICULARS OF THE EMPLOYEES:

There are no employees to whom the disclosure requirements u/s. 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended apply.

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

The information as per Section 217(2A) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the report to the Board of Directors) Rules, 1988 is not applicable since the Company has not carried out any manufacturing activity during the year.

DEPOSITS:

There are no deposits which is outstanding neither the Company has accepted any deposits.

INSURANCE:

All the properties and insurable interest of the Company are adequately insured.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956 the Directors hereby confirm that:

i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgment 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 period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

iv) the Directors have prepared the Annual Accounts on a "Going Concern" basis.

EXPLANATION ON AUDITORS REPORT:

The notes to the accounts referred to in the Auditors Report are self explanatory and therefore do not call for any separate or further comments or explanations.

AUDITORS:

Thingna & Contractor, Chartered Accountants, a retiring auditor of the Company has been merged with Walker Chandiok & Co. LLP, Chartered Accountants. The Company has received special notice under Section 140(4) of the Companies Act, 2013 for appointment of Walker Chandiok & Co. LLP, Chartered Accountants in place of retiring auditors Thingna & Contractor, Chartered Accountants. Accordingly resolution has been proposed for the appointment of Walker Chandiok & Co. LLP, Chartered Accountants as statutory auditor of the Company in terms of Section 139 of the Companies Act, 2013 along with the Rules framed there under for a period of 5 years subject to ratification of their appointment at every Annual General Meetings.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the continued support received from stakeholders, employees at all levels and associates of the Company.

For and on behalf of the Board

Place: Mumbai Priyam S. Jhaveri Dated: 8th August, 2014 Chairman & Managing Director

Mar 31, 2012

To, The Members of INDIAN EXTRACTIONS LIMITED

The Directors have pleasure in presenting 56th Annual Report together with the Audited Statement of Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS: Current Previous Year Year Rs. Rs.

Loss for the year before providing for Depreciation and (80,46,736) (41,99,842) interest and exceptional items

Less: Interest (2,06,29,852) (2,23,53,781)

Less: Depreciation (21,46,205) (69,99,591) Loss after Depreciation (3,08,22,793) (3,35,53,224)

FINANCIAL RESULTS: Current Previous Year Year Rs. Rs.

Add: Exceptional Income 3,12,59,990 3,84,72,000

Provision for taxation - -

Profit after tax 4,37,197 49,18,776

Accumulated loss brought forward from previous year (4,41,44,645) (4,90,63,421)

Profit & Loss a/c amount carried forward to balance sheet (4,37,07,448) (4,41,44,645)

DIVIDEND:

Your Directors express their inability to recommend declaration of any dividend for the year ended 31s1 March, 2012 due to losses.

OPERATIONS:

The solvent extraction industry has faced another difficult year and particularly for such Companies carrying manufacturing operating into Saurashtra belt of Gujarat found it very difficult to run plants due to low availability of groundnut crops. Your Company was also not an exception to various other uncontrollable variables like disparity in the pricing, volatile foreign exchange, low availability of feedstock, bumper crop in US, Brazil, Argentina etc. resulting into supply at a below cost price in the international market etc. and it was difficult to carry viable business operations. Also it was practically impossible for the Company to run our size of solvent extraction unit and refinery. Government policy to permit huge import of refined oil from neighboring countries, farmers preference for other crop over groundnut, diversion of groundnut crop for use as eatable thereby restricting availability for crushing and refinery use etc. factors has resulted operations for stand alone solvent extraction unit and related refinery practically difficult and unviable. All these adverse factors has resulted into very limited plant utilizations during last couple of years and resulted into continuous losses during last couple of years and that too during financial year 2011-12.

Considering the prolonged situation and with a view to protect stakeholders' value, the management has completely stopped the manufacturing unit for solvent extraction and refinery and exited from its core business of solvent extraction and refinery. Also to cut losses and repay banking liabilities, the assets of manufacturing business being land, building, plant & machinery and brand name are sold during the current financial year and the proceeds of the same has been utilized tp repay banking debt. As on date of report, the Company is having only outstanding debt of Rs. 936.56 lacs from Union Bank of India and the same will be repaid very shortly. The promoters have also infused funds as Zero Coupon Convertible Preference Shares to partly fund losses as well as meet bank debt repayments. The same has been communicated earlier by the board and also necessary approvals from stakeholders have been availed.

During the year the Company was not able to process any Solvent Extractions and edible oil due to non availability of feedstock and viability of business as compared to that in previous year 5557 MT of Solvent Extractions and 6106 MT of edible oil was processed. The management has also sold its stock and also carried out chemical exports which have supported to keep operations of the Company going on.

The Company operations resulted in a turnover of Rs. 9.80 Cr as against Rs. 83.22 Cr for the previous year. The loss before interest and depreciation amounted to Rs. 80.47 lacs as against Rs. 41.99 Lacs in the previous year.

However due to an exceptional item of sale of land, building, plant & machinery and brand name the Company earned net exceptional income of Rs. 312.60 Cr. and recorded a profit of Rs. 4.37 Lacs.

PROSPECTS & DEVELOPMENTS:

The management has charted out future plans for the Company post exit from the solvent extraction and refinery business to support sustainable long term business model for the Company and also to protect and enhance shareholders value. The Company has undertaken systematic study for entering into the business of Chemical exports, Commodity trading, Groundnut trading, Warehousing and Merchant exports business and barring unforeseen circumstances the management is expect to enter into the same in due course in a focused manner to yield benefits from the same.

The Board and the Management of the Company are confident of getting diversified into new business areas in due course with a view to enhance stakeholder's value and create sustainable business model for the future of the Company.

DIRECTORATE:

Shri Asit D. Javeri and Shri Amit B. Shah retire at the ensuing Annual General Meeting. Being eligible, offer themselves, for reappointment as Directors. Your Directors recommend their reappointment.

CORPORATE GOVERNANCE:

The information pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is given in Annexure-I forming part of this report.

PARTICULARS OF THE EMPLOYEES:

There are no employees to whom the disclosure requirements u/s.217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended apply.

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

The information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report to the Board of Directors) Rules, 1988 is given in Annexure-Il forming part of this report.

DEPOSITS:

There were no overdue Fixed Deposits and all fixed deposits were repaid on due date and no new deposits have been accepted.

INSURANCE:

All the properties and insurable interest of the Company are adequately insured.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 217 of the Companies Act, the Directors hereby confirm that:

i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgment 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 of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

iv) the Directors have prepared the Annual Accounts on a "Going Concern" basis.

EXPLANATION ON AUDITORS REPORT:

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

With regards to qualification in the auditors report, the board of directors would like to draw attention to note 4(e) to the notes to accounts which is self explanatory.

AUDITORS:

You are requested to reappoint Auditors and fix their remuneration.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the continued support received from shareholders, vendors, depositors of the Company and Union Bank of India. The Directors also wish to record their appreciation of the employees at all levels for their committed efforts and contribution during the difficult phase of the Company.

For and on behalf of the Board

S. B. JHAVERI

CHAIRMAN & MANAGING DIRECTOR

Place: MUMBAI

Dated. 24th May, 2012

Mar 31, 2010

The Directors have pleasure in presenting 54th Annual Report together with the Audited Statement of Accounts for the financial year ended 31stMarch, 2010.

FINANCIAL RESULTS: Current Previous

Year Year

Rs. Rs.

(Loss) / Profit for the year before providing (21,09,678) 37,06,305 for Depreciation and Interest

Interest (2,17,67,340) (1.46,58,929)

Less: Depreciation (67,88,758) (47,81.660)

(Loss) after Depreciation (3,06,65,776) (1,57,34,284)

Provision for Taxation - Wealth (9,249) (29,903)

Deferred -- 24,35,077

Fringe Benefit Tax -- (3,60,000)

(9,249) (20,45.174)

(Loss) after Tax (3,06,75,025) (1.36,89,110)

Less/Add. (Loss)/Profit brought forward from previous year (1,83,88,396) (46,99,286)

Amount available for appropriation (4,90,63,421) (1,83.88.396)

APPROPRIATION.

General Reserve deducted per contra - -

Adjustment for. provision of gratuity net of deferred taxes

Balance carried to Balance Sheet (4,90,63,421) (1,83,88,396)

(4,90,63,421) (1,83,88,396)

DIVIDEND:

Your Directors do nofrecommend declaration of any dividend for the year ended 31st March, 2010 in view of the losses.

OPERATIONS:

The year under review has witnessed many challenges and difficulties for the operations of the Company because of various factors, broadly summarized as unden-

1. The Solvent Extractions Plant operations were adversely affected due to large disparity in processing of seeds and oilcakes, which has practically resulted in negligible exports of Deoiled Cake Meal.

2 Bumper crops in USA, Brazil and Argentinsthas resulted in surplus production of Soya Seeds in international market, which in turn has lowered all types of the Deoiled Cakes prices in overseas market coupled with massive surplus production, resulting in non-viable pricing for exports from India.

3 Heavy import of refined edible oil and raw edible oil with nil import duty in the domestic market resulted unremmunerative operations for solvent extraction industry.

4. Shortages in domestic market, particularly of groundnuts because of un-even pattern of monsoon and climatic changes has adversely affected the core activity of the company of the groundnut oil extraction.

All the above factors resulting in very low capacity utilization and thereby increased cost of operations has resulted in negative margin for the solvent extraction business operations.

The Company was able to process only 24789 MT. of Solvent Extractions against 36253 MT. in the previous year.

As informed in the earlier Directors Report, fortunately the multi product oil refinery has been commissioned in May, 2009 with trial runs and the functioning of the refinery has been stabilized successfully during the last quarter.

The refinery was installed with a viewto increase and diversify the business strength in the edible oil market by capitalizing on the Companys reputed and established brand "DIAMOND".

The Company has successfully entered into the market with Refined Cotton Seed Oil and Refined Soy Oil, besides the traditional solvent extracted groundnut oil and refined groundnut expeller oil..

The stabilization and consistent operations of refinery will broaden the business operations of the company and reduce the dependence of solvent extractions operations over stperiod.

In addition, the company has diversified its business operations by entering into sttrading activity in the chemicals and commodities, which has also supported operations of the company.

During the year, the Company has refined 4543 MT of different edible oils as compared to 2417 MT in the previous year, resulting in almost doubling the quantity.

Due to refinery activity and trading activity, the company has achieved stturnover of Rs. 80.40 Crore as against Rs. 69.86 Crore in the previous year, thereby registering stgrowth of 15% in-spite of very low solvent extraction business.

The Company has incurred loss before interest and depreciation of Rs. 21.10 lacs as against profit for previous year of Rs. 37.06 lacs. The fall is mainly because of lower refinery utilization upto December. 2009 as well as minimum operation of solvent extractions plant due to adverse market factors as mentioned above. ,

The loss for the year is recorded at Rs.306.75 lacs as against Rs. 136.89 lacs for the previous year. The loss was ! higher because of higher interest and financial charges of Rs. 217.80 lacs as against Rs. 146.58. lacs on account of Term Loan interest on the newly commenced refinery besides higher utilization of working capital limits due to liquidity constrain.

PROSPECTS:

The operations of the new refinery has been stabilized and the company has successfully captured a significant share in the local Refined Cotton Oil market in the Jamnagar district. The company is in the process of introducing different edible oil like Soya, Rapeseed, Palm etc. in the market as well in stphased manner under its established brand name with a viewto broaden product mix and also for better margins. The full focus is on producing, marketing, distributing and selling Refined Edible Oils which will facilitate the Company to hedge its existing business of solvent extractions. In addition, the company has also started trading activity and is exploring new possibility for trading into commodities and chemicals.

INDIAN EXTRACTIONS LIMITED

Also forecast for satisfactory monsoon will benefit the company due to possibility of higher availability of oil seed crop in to optimize a coming season which in then facilitate solvent extractions plant.

The management has also implemented various cost cutting, control and saving measure, which will benefit the company in a long run.. Further, the bank has approved reduction of interest, a concession given as per Agro processing unit scheme introduced in September 2009 which will benefit by way of saving significantly the finance cost The Company is also discussing for reorganization of its banking facilities for cost reduction and improvement in

liquidity.

Also with a viewto improve the liquidity, the company has activated the process for sale of its vacant surplus land admeasuring 70000 Sq. Ft. to Mr. Priyam S. Jhaveri - Jt. Managing Director and Promoter in terms of approval of its Board of Directors and the proceeds of the same will be deployed to improve the liquidity position of the company for better business operations.

Considering the long standing experience of the Promoters and Management in the Solvent Extractions and Edible Oil Industry together with various measures taken by them, the Board of Directors barring unforeseen circumstances are confident to improve business operations and performance of the company in years to come.

DIRECTORATE:

Shri Asit D. Javeri and Shri Amit B. Shah retire at the ensuing Annual General Meeting. Being eligible, offer themselves. tor reappointment as Directors. Your Directors recommend their reappointment.

CORPORATE GOVERNANCE:

The information pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is given in Annexure-I forming part of this report.

PARTICULARS OF THE EMPLOYEES :

There are no employees to whom the disclosure requirements u/s.217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended apply.

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

The information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report to the Board of Directors) Rules, 1988 is given in Annexure-ll forming part of this report.

POLLUTION CONTROL:

The Company has taken steps to control pollution of effluents, dust and emission from chimneys etc. Samples are periodically drawn and reports are submitted to Pollution Control Board to ensure compliance with the standard.

DEPOSITS:

There were ho overdue Fixed Deposits out of the outstanding amount of Rs.1,12,15,000/- at the end of the year.

INSURANCE:

All the properties and insurable interest of the Company including Buildings, Plant and Machinery are adequately

insured.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 of the Companies Act, the Directors hereby confirm that: "

i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgement 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 period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

iv) the Directors have prepared the Annual Accounts on st"Going Concern" basis.

EXPLANATION ON AUDITORS REPORT

The notes to the accounts referred to in the Auditors Report as self explanatory and therefore do nofcall for any further comments.

With regards to qualification in the auditors report, the board of directors would like to comment that the Company has entered into stdefinite contract for sale of special quality of groundnut extraction with various parties pue to various factors the parties had requested the Company for taking deliveries of the goods under said contract on a piecemeal basis over a period of time. Since the significant amount of contract value has been already received and the parties have confirmed to lift material in due course and material is ready for delivery with the company but was held as stock on the specific request of respective parties, the management is of the view that there is no uncertainty is involved in such transactions and accordingly has valued the specific quality of groundnut extraction stock under said contract at realizable market value which is not in accordance with Accounting Standard 2 " Valuation of Inventories". However, considering the nature of transaction, definite sales contract and factual position the management and the board of directors is of the opinion to value such stock at a fair realizable market value for proper presentation of the financial statement for the year ended on 31st March 2010.

AUDITORS:

The terms of Office of present auditor Deloitte Haskins & Sells are upto ensuing Annual General Meeting of the Company. vide their letter dated May 28, 2010 they have expressed their unwillingness to be reappointed a! the ensuing annual General Meeting. The Board of Directors of the company has received notice form one of the member requesting for appointment M/s. Thingnst& Contractor, Chartered Accountants as statutory auditors of the Company The board recommends and proposes to appoint M/s. Thingnst& Contractor, Chartered Accounts as statutory auditors of the Company.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the continued support received from shareholders, depositors and bankers of the Company. The Directors also wish to record their appreciation of the employees at all levels for their unstinted efforts and contribution to the growth of the Company.

For and on behalf of the Board

S. B. JHAVERI

CHAIRMAN & MANAGING DIRECTOR

Place: MUMBAI

Dated: 29th May, 2010

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