Directors Report of IGC Industries Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Forty-Fourth (44^th) Annual Report, together with the
Audited Financial Statements of the Company for the Financial Year ended March 31, 2025.

1. RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS:

Particulars	For the Year ended March 31, 2025	For the Year ended March 31, 2024
Revenue From Operation	198.51	--
Other Income	--	--
Total Income	198.51	--
Total Expenses	204.68	39.42
Profit/Loss before exceptional items & tax	--	--
Exceptional items	--	--
Profit/Loss before tax	(6.17)	(39.42)
Tax expense	(0.0031)	0.0020
Net profit/loss after tax	(6.17)	(39.42)
Prior Period Adjustments	--	--
Earnings Per Share
Basic	(0.02)	(1.76)
Diluted	(0.04)	(1.76)

2. OPERATIONAL REVIEW:

During the financial year ended March 31, 2025, the Company reported Revenue from Operations
of ?198.51 lakhs, reflecting the commencement of business activities as against no revenue in the
previous financial year. The improvement in topline performance indicates the Company''s efforts
toward business consolidation and market presence.

The Total Expenses stood at ?204.68 lakhs as compared to ^39.42 lakhs in the previous year. The
increase in expenses was primarily attributable to higher operating costs incurred in line with the
expansion of business activities.

As a result, the Company recorded a Net Loss of ?6.17 lakhs in FY 2024-25 as against a net loss of
^39.42 lakhs in FY 2023-24. The significant reduction in losses highlights improved cost management
and better utilization of resources.

The Earnings Per Share (EPS) for the year stood at (?0.02) (Basic) and (?0.04) (Diluted) as compared
to (?1.76) in the previous year.

Despite the challenging business environment, the Company has successfully established a revenue
stream and reduced overall losses. The management remains committed to strengthening
operational efficiency, exploring new market opportunities, and building a sustainable growth
trajectory in the coming years.

3. NATURE OF BUSINESS

At IGC Industries Ltd., we specialize in global trading of premium agricultural products through a
trusted network of farmers, suppliers, and distributors. Our wide product range is sourced with
care to meet international market demands. With a focus on quality, transparency, and efficiency,
we provide reliable import-export solutions and build long-term client relationships, backed by
industry expertise and sustainable practices.

During the financial year under review, there was no change in the nature of business of the
Company.

4. DIVIDEND:

In view of the Company does not carry out any business activities, the Board of Directors has
considered it prudent not to recommend any dividend for the Financial Year under review.

5. SHARE CAPITAL OF THE COMPANY:

During the year under review, the Company increased its Authorized Share Capital from
^10,00,00,000 (Rupees Ten Crore Only), divided into 1,00,00,000 Equity Shares of ?10 each, to
^35,00,00,000 (Rupees Thirty-Five Crore Only), divided into 3,50,00,000 Equity Shares of ?10 each,
ranking pari passu in all respects with the existing Equity Shares of the Company.

Further, subject to the approval of the shareholders at the ensuing General Meeting, the Board has
proposed to increase the Authorized Share Capital from ^35,00,00,000 (Rupees Thirty-Five Crore
Only), divided into 3,50,00,000 Equity Shares of ?10 each, to ^61,00,00,000 (Rupees Sixty-One Crore
Only), divided into 6,10,00,000 Equity Shares of ?10 each, ranking pari passu in all respects with the
existing Equity Shares of the Company.

As on March 31, 2025, the Issued and Subscribed Equity Share Capital of the Company stood at
^34,72,00,000, divided into 3,47,20,000 Equity Shares of ?10 each, fully paid-up. During the year, the
Company allotted 3,24,80,000 Equity Shares of face value ?10 each at a price of ?13 per share
(including a premium of ?3 per share) on a rights basis to the eligible existing equity shareholders of
the Company.

6. TRANSFER TO RESERVES:

During the year under review, the Company has not carried out business activities, therefore the
Company has not transferred any amount to Reserves.

7. DEPOSITS:

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

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company is having dynamic, qualified, experienced, committed and versatile professionals in
the Management of the Company. The Board of Directors includes the Executive, Non-Executive
Independent Directors so as to ensure proper governance and management.

The Company is having the following Board of Directors and Key Managerial Personal:

Sr. No.	Name of Personnel	Designation
1.	Mr. Salman Mahibub Sayyad	Managing Director
2.	Ms. Supriya Dilip Gaikwad	Executive Director
3.	Ms. Avani Savjibhai Godhaniya	Non-Executive Independent Director
4.	Ms. Hemlata	Non-Executive Independent Director
5.	Mr. Jayalal Rajaram Pathak	Director
6.	Mr. Ziauddin Mohammed	Director
7.	Mr. Ramesh Kumar	Director
8.	Mr. Ramesh Kumar Nayanmal Saraswat	Director
9.	Mr. Arpit Jain	Company Secretary and Compliance Officer
10.	Ms. Supriya Dilip Gaikwad	Chief Financial Officer

Changes in Composition of Board during the year under review:

> Ms. Avani Savjibhai Godhaniya was appointed as an Additional Non-Executive Independent
Director of the Company on March 4, 2024. Her appointment was subsequently regularized at
the 43rd Annual General Meeting of the Company. She, however, resigned from the position
with effect from April 1, 2025.

> Ms. Hemlata was appointed as an Additional Non-Executive Independent Director of the

Company on March 4, 2024. Her appointment was subsequently regularized at the 43rd Annual
General Meeting of the Company.

> Mr. Salman Mahibub Sayyad was appointed as an Additional Executive Director of the

Company on March 26, 2024. His appointment was subsequently confirmed, and he was
designated as the Managing Director at the 43rd Annual General Meeting of the Company. He,
however, resigned from the position of Managing Director with effect from April 1, 2025.

> Mr. Arpit Jain was appointed as the Company Secretary & Compliance Officer of the Company
and designated as Key Managerial Personnel with effect from March 1, 2024. He subsequently
resigned from the said position with effect from December 19, 2024.

> Resignation of Mr. Jayalal Rajaram Pathak from the post of Directorship of the company with
effect from 16 ^th April, 2024.

> Mrs. Supriya Dilip Gaikwad was appointed as an Additional Executive Director and

designated as the Chief Financial Officer of the Company with effect from April 16, 2024. Her
appointment was subsequently regularized at the 43rd Annual General Meeting of the
Company.

> Mr. Ziauddin Mohammed was appointed as an Executive Director of the Company with effect
from February 21, 2025. He is proposed to be appointed as the Managing Director of the

Company, subject to the approval of the shareholders at the ensuing General Meeting.

> Mr. Ramesh Kumar was appointed as a Director of the Company in the 43rd Annual General
Meeting. He, however, resigned from the post with effect from April 1, 2025.

> Mr. Ramesh Kumar Nayanmal Saraswat was appointed as a Director of the Company in the
43rd Annual General Meeting. He, however, resigned from the post with effect from April 1,
2025.

In accordance with the provisions of the Act and the Articles of Association of the Company
Ms. Supriya Dilip Gaikwad is liable to retire by rotation and being eligible has offered herself for re¬
appointment.

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed under sub-section 6 of
Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015.

10. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of your Company met 15 (Fifteen) times during the Year and the gap
between two meetings did not exceed the statutory period laid down by the Companies Act, 2013
and the Secretarial Standard-I issued by the Institute of Company Secretaries of India.

S. No	Date of Meeting	No of attended the meeting	No of Director entitled to attend the meeting
1.	21-02-2025	6	4
2.	14-02-2025	6	4
3.	09-01-2025	6	4
4.	07-01-2025	6	4
5.	09-12-2024	6	4
6.	22-11-2024	6	4
7.	17-10-2024	6	4
8.	15-10-2024	6	4
9.	05-09-2024	4	4
10.	08-08-2024	4	4
11.	16-07-2024	4	4
12.	18-06-2024	4	4
13.	17-05-2024	4	4
14.	22-04-2024	4	4
15.	16-04-2024	3	3

The necessary quorum was present for all the meetings. The attendance of Director is mentioned
below:

Name of Director	Category	No. of Meeting entitled to attend	No of Meeting attended by Director	Last AGM Attended
Mr. Salman Mahibub Sayyad	Managing Director	15	15	Yes

Ms. Supriya Dilip Gaikwad	Executive Director	14	14	Yes
Ms. Avani Savjibhai Godhaniya	Non-Executive Independent Director	15	15	Yes
Ms. Hemlata	Non-Executive Independent Director	15	15	Yes
Mr. Jayalal Rajaram Pathak	Director	NA	NA	NA
Mr. Ziauddin Mohammed	Director	NA	NA	NA
Mr. Ramesh Kumar	Director	NIL	NIL	NIL
Mr. Ramesh Kumar Nayanmal	Director	NIL	NIL	NIL

11. COMMITTEES OF THE BOARD:

The company has several committees which have been established as a part of best corporate
governance practices and are in compliance with the requirements of the relevant provisions of
applicable laws and statues.

The Board has constituted following Committees:

? Audit Committee,

? Nomination & Remuneration Committee and

? Stakeholders Relationship Committee.

The composition of various committees and compliances, as per the applicable provisions of the
Companies Act, 2013 and the Rules there under and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 ("Listing regulations") are as follows.

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant
committees are given in detail in the ''Report on Corporate Governance'' of the company which
forms part of this Annual Report.

12. ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Listing regulations, the Company has
implemented a system of evaluating performance of the Board of Directors and of its committees
and individual Directors on the basis of evaluation criteria suggested by the Nomination and
Remuneration Committee and the Listing regulations. Accordingly, the Board has carried out an
evaluation of its performance after taking into consideration various performance related aspects of
the Board''s functioning, composition of the Board and its Committees, culture, execution and
performance of specific duties, remuneration, obligations and governance. The performance
evaluation of the Board as a whole, Chairman and Non-Independent Directors was also carried out
by the Independent Directors in their meeting held on February 14, 2024.

Similarly, the performance of various committees, individual Independent and Non-Independent
Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on
various parameters like engagement, analysis, decision making, communication and interest of
stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees
and individual Directors.

13. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors
confirm that:

a. In the preparation of the annual accounts for the financial year ended 31st March, 2025, the
applicable Ind-AS had been followed along with proper explanation relating to material
departures;

b. The directors had selected such accounting policies and applied and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2025.

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets
of the company and for preventing and detecting fraud and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis;

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

f. The proper internal financial controls are in place and that such internal financial controls are
adequate and are operating effectively.

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

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors
and Employees to report their concerns about unethical behavior, actual or suspected fraud or
violation of the Company''s Code of Conduct or Ethics Policy. The policy provides for adequate
safeguards against victimization of employees who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the
Company has been denied access to the Audit Committee. The Whistle Blower Policy has been
posted on the website of the Company (www.igcindustriesltd.com).

15. RELATED PARTY TRANSACTIONS:

During the year under review, your Company has not entered into transactions with related parties
as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of
Definitions Details) Rules, 2014, and hence provisions of Section 188 of the Companies Act, 2013 are
not applicable to the Company.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Your Company has neither given any loans, guarantee or provided any security in connection with
a loan nor made any investments covered under the provisions of Section 186 of the Companies Act,
2013 during the year under review.

17. EXTRACT OF ANNUAL RETURN:

As required under Section 134(3)(a) &Section 92(3) of the Act, the Annual Return is put up on the
Company''s website and can be accessed at www.igcindustriesltd.com & Extracts of the Annual
return in form MGT 9 for the Financial Year 2024-25 is uploaded on the website of the Company and
can be accessed at www.igcindustriesltd.com.

18. AUDITORS:

A) STATUTORY AUDITOR:

M/s. ADV & Associates, Chartered Accountants (ICAI Registration No. 128045W) were appointed
as statutory auditors of the company. Currently, they are holding office of the auditors up to the
conclusion of the 45^th Annual General Meeting.

The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide section 40 of the
Companies (Amendment) Act, 2017 notified on 7^thMay, 2018. Therefore, it is not mandatory for the
Company to place the matter relating to appointment of statutory auditor for ratification by
members at every Annual General Meeting. Hence the Company has not included the ratification of
statutory auditors in the Notice of AGM.

The Report given by M/s. ADV & Associates, Chartered Accountants, on the financial statements of
the Company for the Financial Year 2024-25 is a part of the Annual Report. There has been
qualification, reservation or adverse remark or disclaimer in their Report.

Auditor''s Remarks

Management''s Reply to Auditor''s Remark

The Company has not provided us with sufficient and appropriate audit evidence in respect of several material items required for forming our audit opinion. Specifically, advances amounting to ?20.72 Crores made to suppliers, which were disclosed under the head "Current Assets- Other Current Assets" (Note No. 6), were stated to have been funded from the Right Issue proceeds of ?42.22 Crores. However, the Company failed to provide the underlying documentation supporting these advances, such as purchase orders, contracts, or agreements.

With reference to the Auditor''s observation regarding advances amounting to ?20.72 Crores made to suppliers, we respectfully submit that the Company has already provided necessary clarifications vide our email dated 13th August, 2025. The said advances were made in the ordinary course of business for purchase of agro products and have been duly disclosed under "Current Assets - Other Current Assets" in the financial statements. Ledger confirmation from the concerned party has already been provided to the Auditors. However, due to disputes regarding the quality of the agro products as committed by the supplier, the Company has not taken delivery of the goods. Accordingly, the Company has approached the supplier and requested a refund of the advance. Continuous follow-ups, including telephonic communications, are being made to secure repayment of the said funds. The management is taking all necessary steps to safeguard the Company''s interest and to recover the outstanding amount, and shall keep the shareholders informed of any significant developments in this regard.

In response to our alternative audit procedures, some counterparties submitted confirmations reflecting sales to the Company totalling ^17,95,35,588/-. However, no corresponding purchases were recorded in the Company''s books in relation to these transactions	With reference to the Auditor''s observation regarding certain counterparties who have submitted confirmations reflecting sales to the Company aggregating to ^17,95,35,588/-, the management clarifies as under: All relevant ledger confirmations from the concerned parties have already been obtained and provided by the Company. The Company has also communicated with the Auditors through email, along with details and explanations pertaining to the respective parties. The management reiterates that the transactions were duly reviewed, and the necessary clarifications and supporting documents have been made available to the Auditors to the extent possible. Hence is not a deposit it is advance monies given to supplier.
Further, an amount of ?20.00 Crores was paid to CNX Corporation Limited, a limited company, as disclosed under the head " Financial Assets - Investments" (Note No. 3). However, the Company has not provided us with any underlying documents to support the nature and purpose of this payment.	The said payment represents consideration towards the acquisition of shares of CNX Corporation Limited. The Company has already provided the Share Purchase Agreement and the Valuation Certificate of Shares as documentary evidence executed between the parties. Further, the Company is in the process of opening a Demat account to enable the transfer and safe holding of the said shares in compliance with applicable regulations. The management affirms that the investment ha been made in line with the Company''s busines objectives and assures that appropriate steps ar being taken to safeguard the Company''s interest.
We draw attention to the fact that the Company has accepted monies from various individuals aggregating to ?41.53 Lakhs during the year disclosed under the head "Financial Liabilities - Other Financial Liabilities" (Note No. 8b). Based on the information and explanations provided to us, and in the absence of appropriate supporting documentation such as agreements, declarations, or other relevant records, we were unable to verify the nature and terms of such receipts.	The Company has already provided necessary clarifications to the Auditors vide our email dated 13th August, 2025. The amounts received represent temporary unsecured loans from individuals, taken in the ordinary course of business to meet short-term working capital requirements.
We draw attention to the fact that the Company has incurred continuous losses during all four quarters of the financial year 2024-25 as well as in the preceding financial year 2023-24.	With reference to the Auditor''s observation regarding continuous losses during all four quarters of the financial year 2024-25 as well as in the preceding financial year 2023-24, the management respectfully submits as under: The statement that the Company has incurred losses during all four quarters of the financial year 2024-25 is not factually correct. For the quarter ended 30th September, 2024, the Company had generated profits, and the same was duly reviewed and confirmed by the Auditor in the

	Limited Review Report issued for that quarter. Accordingly, the remark of "continuous losses" does not appropriately reflect the financial performance of the Company.
	Further, the Company continues to operate on a going concern basis. The management is making its best efforts to improve operations and generate sustainable profits. The Company also has active business relationships with debtors and creditors, which supports the continuity of its business activities.

During the Year under review, the Auditors has reported any matter under Section 143 (12) of the
Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):

During the financial year 2023-24, the Statutory Auditor has not reported to the audit committee any
instance of fraud committed against the Company by its employees or officers under section 143(12),
the details of which need to be reported in Board''s Report.

B) SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Ramesh Chandra Bagdi & Associates, a firm of Company Secretaries in Practice to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report is appended as
Annexure ''4'' which forms a part of this report.

The Auditor has following remarks in his report for which the management has given proper reply

S. No	Remark by Auditor	Management response
1.	Regulation 76 of SEBI (LODR) Regulations, 2015- Clarification sought by BSE with regarding RTA SEBI registration number in XBRL filing is not mentioned to Reconciliation of Share Capital Audit Report for the Quarter Ended 30th June, 2024.	Management has provided adequate resolution to the said clarification within the stipulated timeline.
2.	Regulation 33 of SEBI (LODR) Regulations, 2015 - The Company had received a mail from BSE India Limited on, 07th September, 2024, with regards to Financial Result is not Signed by the Chairperson or Managing Director or a Whole time Director for the year ended June 30, 2024.	Management has provided adequate resolution to the said clarification within the stipulated timeline.
3.	Regulation 33 of SEBI (LODR) Regulations, 2015- The Company had received a mail from BSE regarding non submission of Declaration or Statement of Impact of Audit Qualifications for year ended March 2024 under Regulation 33 of SEBI (LODR) Regulations 2015.	Management has provided adequate resolution to the said clarification within the stipulated timeline.
4.	Regulation 31 of SEBI (LODR) Regulations, 2015- The Company had received a mail dated 13th November, 2024 from BSE regarding discrepancy in the promoter category under Shareholding Pattern for the quarter ended 30th	Management has provided adequate resolution to the said clarification within the stipulated timeline.

	September, 2024.
5.	SDD Non-Compliance- The Company had received a mail dated 23rd October, 2024 from BSE regarding Non¬ Compliance of Structured Digital Database (SDD) observed in the company for the quarter ended 30th September, 2024.	Management has purchase the Software for SDD Compliance but still Clarification NOT sought by BSE
6.	Composition of Nomination and remuneration committee is not as per SEBI (LODR) 2015	The Company is in process of complying the same.
7.	The Company has not appointed Internal Auditor as per Section 138(1) of Companies, Act 2013.	The Company is in process of complying the same.
8.	The Website of the Company is not updated as required under the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.	The Company is in process of complying the same.
9.	During the year under review, the company has not appointed Whole Time Company Secretary.	The Company is in process of complying the same.

C) COST AUDITOR:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rules made there
under, the appointment of Cost Auditor is not applicable to the Company for the Financial Year
2024-25.

D) INTERNAL AUDITOR

The Company has not appointed Internal Auditor of the Company for the year 2024- 2025.

19. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules 2014, were not applicable to the Company for the Financial Year
2024-25.

20. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There are no significant / material orders passed by the Regulators or courts or Tribunals impacting
the going concern status of your Company and its operations in future.

21. DEPOSITORY SERVICES:

The Company''s Equity Shares have been admitted to the depository mechanism of the Central
Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the
shares of the Company in a dematerialized form in such Depository. The Company has been
allotted ISIN No. INE099S01016. As on March 31, 2025, a total of 3,57,00,505 Equity Shares
representing 99.99% of the paid up capital of the Company were held in dematerialized form with
CDSL. During the year Company has making a best effort to convert all the physical share into
dematerialized form.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with
Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings
in electronic form.

22. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws,
rules and regulations and highest standards of business ethics. In recognition thereof, the Board of
Directors has implemented a Code of Conduct for adherence by the Directors (including Non¬
Executive Independent Directors), Senior Management Personnel and Employees of the Company.
This will help in dealing with ethical issues and also foster a culture of accountability and integrity.
The Code has been posted on the Company''s website (www.igcindustriesltd.com.)

All the Board Members and Senior Management Personnel have confirmed compliance with the
Code.

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of
its operations. The scope and authority of the Internal Audit function is defined by the Audit
Committee. To maintain its objectivity and independence, the Internal Audit function reports to the
Chairman of the Audit Committee of the Board& to the Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control
system in the Company, its compliance with operating systems, accounting procedures and policies
of the Company.

Based on the report of internal audit function, the Company undertakes corrective action in their
respective areas and thereby strengthens the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to the Audit Committee of the
Board.

24. CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of the Listing Regulations, the company fall under the criteria of
corporate governance provisions i.e. the Company''s paid up Equity Share Capital does exceed of
Rs.10 Crores as on March 31, 2025. A separate section on Corporate Governance Standards followed
by your Company, as stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing
Obligation and Disclosure Requirement) Regulation 2015 is enclosed as Annexure-1 to this Report.
The Report on Corporate Governance also contains certain disclosures required under Companies
Act, 2013.

A Certificate from M/S. Ramesh Chandra Bagdi Practicing Company Secretaries, conforming
compliance to the conditions of Corporate Governance as stipulated under Regulations 17, 18, 19,
20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D
and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is
annexed to this Report.

25. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

The Management''s Discussion and Analysis Report for the Year under review, as stipulated under
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is attached to this report as Annexure -2.

26. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As required under Rule 8 (3) of the Companies (Accounts) Rules, 2014, The Company has
introduced various measures to reduce energy consumption and install the latest technologies.
(a) CONSERVATION OF ENERGY

(i)	the steps taken or impact on conservation of energy	The Company has adopted various measures to optimize energy consumption during processing, cleaning, grading, and packaging of pulses such as Toor Dal and Chana Dal
(ii)	the steps taken by the company for utilizing alternate sources of energy	NA
(iii)	the capital investment on energy conservation equipment''s	NA

(B) TECHNOLOGY ABSORPTION

(i)	the efforts made towards technology	The Company continues to adopt modern
	absorption	milling and processing technologies for pulses to improve yield, reduce wastage, and ensure consistency in quality. Use of automated cleaning, color sorting, and grading machines has been prioritized to align with industry standards.
(ii)	the benefits derived like product	Reduction in wastage and pilferage during
	improvement, cost reduction, product	processing, leading to cost savings.
	development or import substitution	Improvement in packaging standards to preserve freshness and extend shelf life.
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NA
	(a) the details of technology imported	NA
	(b) the year of import;	NA
	(c) whether the technology been fully absorbed	NA
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NA
(iv)	the expenditure incurred on Research and Development	NA

FOREIGN EXCHANGE EARNINGS / OUTGO

As the Company has not carried out any activities relating to the export and import during the
financial year. There is no foreign exchange expenses and foreign income during the financial
year.

27. RISK MANAGEMENT:

Your Company recognizes the risk is an integral part of business and is committed to managing the
risks in a proactive and efficient manner; your Company periodically assesses risks in the internal
and external environment, along with the cost of treating risks and incorporates risk treatment plans
in its strategy, business and operational plans.

The Company is having a Risk Management Policy which has been entrusted with the responsibility
to assist the Board (a) to ensure that all the current and future material risk exposures of the
Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e.
to ensure adequate systems for risk management (b) to establish a framework for the Company''s
risk management process and to ensure its implementation (c) to enable compliance with
appropriate regulations, wherever applicable, through the adoption of best practices (d) to assure
business growth with Financial stability.

28. PARTICULARS OF EMPLOYEES:

a. Remuneration to Directors and Key Managerial Personnel

Information as required under section 197 (12) of the Companies Act, 2013 read with Rule 5 (1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
given under Annexure-3.

b. Employee Particulars

There are no employees who have remuneration in excess of the remuneration stated in
Section 197 of the Companies Act, 2013.

29. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT:

There were no material changes and commitments, affecting the financial position of the Company
which have occurred between the end of the Financial Year of the Company to which the financial
statements related i.e. March 31, 2025 and the date of this report.

30. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY DURING THE YEAR UNDER REVIEW

IGC Industries Limited (the Company) has received the Trading Approval from BSE Limited (BSE)
vide the letter enclosed herewith with regards to the Trading of 32480000 Equity Shares of Rs. 10/-
issued at a premium of Rs. 3.00/- on rights basis bearing distinctive Nos 2240001 to 34720000, with
effect from Thursday, November 28,2024.

31. BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2) of the Listing Regulations, is
not applicable to the Company for the Financial Year ending March 31, 2025.

32. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL
MEETINGS:

The Company has complied with secretarial standards issued by the Institute of Company
Secretaries of India on Board Meetings and Annual General Meetings.

33. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT

Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:

The company has setup the Internal complaints committee and the said committee has framed the
policy "Prevention of Sexual Harassment" on prevention, prohibition and Redressal of complaints
related to sexual harassment of women at the workplace. All women employees whether
permanent, temporary or contractual are covered under the above policy.

Disclosure of complaints during the year:

(a) Number complaints of sexual harassment received in the year: Nil
b) Number of complaints disposed off during the year: Nil
(c) Number of cases pending for more than ninety days: Nil

However, during the year no complaints were received by the Internal Complaints committee for
sexual harassment from any of the women employees of the company. The Sexual Harassment
Policy has been posted on the website of the Company (www.igcindustriesltd.com)

34. A STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING
TO THE MATERNITY BENEFIT ACT 1961 [DISCLOSURE MADE IN ACCORDANCE WITH
THE COMPANIES (ACCOUNTS) SECOND AMENDMENT RULES, 2025, NOTIFIED BY MCA
ON MAY 30, 2025]

The provision relating to the Maternity Benefit Act 161 [disclosure made in accordance with the
Companies (Accounts) Second Amendment Rules, 2025, notified by MCA on May 30, 2025] is not
applicable on Company since the number of Employee in the Company is less than 10.

35. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there was no application filed by or against the Company for the
corporate insolvency process under Insolvency and Bankruptcy Code, 2016 before the NCLT

36. APPRECIATION:

Your Directors would like to express their sincere appreciation to the Company''s Shareholders,
Customers and Bankers for the support they have given to the Company and the confidence, which
they have reposed in its management for the commitment and dedication shown by them.

For and on behalf of the Board
IGC INDUSTRIES LIMITED

Sd/-

Date: September 06, 2025 MR. ZIAUDDIN MOHAMMED

Place: Kolkata (DIN: 07523934)

DIRECTOR

---

Mar 31, 2024

Your Directors have pleasure in presenting the Forty-Third (43^nd) Annual Report, together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2024.

1. RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS:

(Rs. in Lakhs except EPS)
Particulars	For the Year	For the Year
	ended	ended
	March 31, 2024	March 31, 2023
Revenue From Operation	-	0.10
Other Income	-	-
Total Income	-	0.10
Total Expenses	39.42	18.78
Profit/Loss before exceptional items & tax	(39.42)	(18.68)
Exceptional items	(0.00)	(0.79)
Profit/Loss before tax	(39.42)	(17.88)
T ax expense	0.002	-
Net profit/loss after tax	(39.43)	(17.88)
Prior Period Adjustments	-	-
Earnings Per Share
Basic	(1.76)	(0.83)
Diluted	(1.76)	(0.83)

2. OPERATIONAL REVIEW:

During the year under review, Your Company has not carried out any business activity. During the current reporting period, the company faced significant challenges that have impacted our profitability. The company will enhance its market intelligence and competitive analysis capabilities to better anticipate market shifts and competitive dynamics. This will allow us to be more agile and responsive in adapting our strategies to capture emerging opportunities and mitigate risks. The board and management team will work closely to execute the necessary strategies to restore profitability and position the company for sustainable growth in the future.

3. DIVIDEND:

In view of the Company does not carry out any business activities, the Board of Directors has considered it prudent not to recommend any dividend for the Financial Year under review.

4. SHARE CAPITAL OF THE COMPANY:

The Authorised Share Capital of the company as at the end 31^st March 2024 was Rs. 10,00,00,000/ - divided into 1,00,00,000 Equity Shares of Rs. 10 each, there is no change in the Authorised Share Capital during the year under review.

The Issued and subscribed Equity Share Capital, as at March 31, 2024 was Rs. 22,400,000/- divided into 22,40,000 Equity shares, having face value of Rs. 10/- each fully paid up.

During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2024, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

5. TRANSFER TO RESERVES:

During the year under review, the Company has not carried out business activities, therefore the Company has not transferred any amount to Reserves.

6. DEPOSITS:

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

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

8. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business activities during the Financial Year 2023-24.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company is having dynamic, qualified, experienced, committed and versatile professionals in the Management of the Company. The Board of Directors includes the Executive, Non-Executive Independent Directors so as to ensure proper governance and management. The Board consists of Four (4) Directors comprising of Two (2)

Executive Director, Two (2) Non-Executive Independent Directors as on March 31, 2024

The Company is having the following Board of Directors and Key Managerial Personal:

Sr. No.	Name of Personnel	Designation
1.	Mr. Salman Mahibub Sayyad	Managing Director
2.	Ms. Supriya Dilip Gaikwad	Additional Executive Director
3.	Ms. Avani Savjibhai Godhaniya	Additional Non-Executive Independent Director
4.	Ms. Hemlata	Additional Non-Executive Independent Director
5.	Mr. Jayalal Rajaram Pathak	Director
6.	Mr. Arpit Jain	Company Secretary and Compliance Officer

Changes in Composition of Board during the year under review:

> Ms. Avani Savjibhai Godhaniya (DIN: 10387729) was appointed on 04^th March, 2024 as an Additional Non-Executive Independent Directors of the Company, However the ratification for appointment as Director is proposed in the coming AGM of the company for the year 2024.

> Ms. Hemlata (DIN: 10417881) was appointed on 04^th March, 2024 as an Additional Non-Executive Independent Directors of the Company, However the ratification for appointment as Director is proposed in the coming AGM of the company for the year 2024.

> Mr. Salman Mahibub Sayyad was appointed on 26^th March, 2024 as an additional Executive Director of the Company, However the Company has proposed to appoint him as a Managing Director in the in the ensuing AGM of the company.

> Resignations of Mrs. Prachi Rajesh Marwah as a Managing Directors and the CFO of the Company with effect from 26^th March, 2024.

> Mr. Arpit Jain appointed as the Company Secretary and Compliance Officer of the Company and Key Managerial Personnel with effect from 1st March, 2024

> Resignation of Mr. Vinod Kacharu Mokal (DIN: 08103074) as an Independent Director of the Company, with effect from 07^th March, 2024.

> Resignation of Mr. Vishal Jagannath Sonawane (DIN: 08103078) as an Independent Director of the Company, with effect from 07^th March, 2024.

Changes in Composition of Board after the end of financial year before the date of report:

> Ms. Supriya Dilip Gaikwad was appointed on 16^th April, 2024 as Additional Executive Director of the Company, However the ratification for appointment as Director is proposed in the coming AGM of the company for the year 2024.

> Ms. Supriya Dilip Gaikwad was appointed on 16^th April, 2024 as Chief Financial Officer of the Company.

> Mr. Jayalal Rajaram Pathak resigned from the directorship of the Company on 16^th April, 2024.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16

(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of your Company met 10 (Nine) times during the Year and the gap between two meetings did not exceed the statutory period laid down by the Companies Act, 2013 and the Secretarial Standard-I issued by the Institute of Company Secretaries of India.

S. No	Date of Meeting	No of attended the meeting	No of Director entitled to attend the meeting
1.	Friday, May 05, 2023	4	4
2.	Monday, August 14, 2023	4	4
3.	Saturday, August 26, 2023	4	4
4.	Saturday, November 11, 2023	4	4
5.	Thursday, January 11, 2024	4	4
6.	Monday, January 22, 2024	4	4
7.	Wednesday, February 14, 2024	4	4
8.	Monday, March 04, 2024	4	4
9.	Thursday, March 07, 2024	4	4
10.	Tuesday, March 26, 2024	4	4

The necessary quorum was present for all the meetings. The attendance of Director is mentioned below:

Name of Director	Category	No. of Meeting entitled to attend	No of Meeting attended by Director	Last AGM Attended
Ms. Prachi Marwah	Executive Director	9	9	Yes
Mr. Vishal Jagannath Sonawane	Non-Executive Independent Director	8	8	Yes
Mr. Jayalal Pathak	Non-Executive Independent Director	10	10	Yes
Mr. Vinod Kacharu Mokal	Non-Executive Independent Director	8	8	Yes
Supriya Dilip Gaikwad	Additional Executive Director	0	0	NA

Avani Savjibhai Godhaniya	NA	2	2	NA
Hemlata	NA	2	2	NA
Salman Mahibub Sayyad	Not Applicable	1	1	NA

12. COMMITTEES OF THE BOARD:

Currently the Board has 3 (three) Committees: the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules there under and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing regulations") are as follows:

12.1 AUDIT COMMITTEE:

The Audit Committee constituted by the Company comprises of three qualified members in accordance with the section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. All the members have financial and accounting knowledge.

The Committee acts as a link between the Management, the Internal Auditors, the Statutory Auditors and the Board of Directors of the Company. The recommendations of the Audit Committee are always welcomed and accepted by the Board and all the major steps impacting the Financials of the Company are undertaken only after the consultation of the Audit Committee.

The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

The Committee met Four (4) times during the Year on May 05, 2023, August 14, 2023, November 11, 2023, and February 14, 2024 and the gap between two meetings did not exceed one hundred twenty days. The necessary quorum was present for all the meetings.

The composition of the Audit Committee and the details of meetings attended by its members are given below:

Name of the	Category	Audit Committee Meetings				No.	No. of
Members			(2023-2024)			Meetings	Meetings
		May	Aug	Nov	Feb	Entitled to	Attended
			ust			Attend
		05,	14,	11,	14,
		2023	2023	2023	2024

Mr. Jayalal Pathak	Chairman Non-Executive Independent Director	Yes	Yes	Yes	Yes	4	4
Mr. Vishal Jagannath Sonawane	Non-Executive Independent Director	Yes	Yes	Yes	Yes	4	4
Ms. Prachi Marwah	Executive Director	Yes	Yes	Yes	Yes	4	4
Mr. Vinod Kacharu Mokal	Non-Executive Independent Director	Yes	Yes	Yes	Yes	4	4

12.2 NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee constituted by the Company comprises of three qualified members (i.e. 3 Non-Executive Independent Directors) in accordance with the section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

The role of the committee has been defined as per section 178(3) of the Companies Act, 2013 and the Listing Regulations.

The Committee met Three (3) times during the Year as shown in the table below. The necessary quorum was present at the meeting.

The composition of the Nomination and Remuneration Committee and the details of meetings attended by its members are given below:

Name of the Members	Category	Nomination & Remuneration Committee Meeting (2023-2024)			No. of Meetings Entitled to Attend	No. of Meetings Attended
		Feb 14, 2024	March 04, 2024	March 26, 2024
Mr. Vishal Jagannath Sonawane	Chairman Non-Executive Independent Director	Yes	Yes	Yes	3	3
Mr. Jayalal Pathak	Non-Executive Independent Director	Yes	Yes	Yes	3	3
Mr. Vinod Kacharu Mokal	Non-Executive Independent Director	Yes	Yes	Yes	3	3

The Nomination & Remuneration policy is hosted on the Company''s website i.e.

www.igcindustriesltd.com

12.3 STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constituted the Stakeholders Relationship Committee in accordance with the Regulation 20 of the Listing Regulations and Section 178 of the Companies Act, 2013.

The role and functions of the Stakeholders Relationship Committee are the effective redressal of grievances of shareholders, debenture holders and other security holders including complaints related to transfer of shares, non-receipt of balance sheet, nonreceipt of declared dividends. The Committee overviews the steps to be taken for further value addition in the quality of service to the investors.

The Company has designated the e-mail ID: [email protected] exclusively for the purpose of registering complaint by investors electronically. This e-mail ID is displayed on the Company''s website i.e. www.igcindustriesltd.com

The following table shows the nature of complaints received from the shareholders during the Years 2023-2024.

Sr. No.	Nature of Complaints	Received	Pending	Disposed
1.	Non receipt of Annual Report	-	-	-
2.	Non Receipt of Share Certificates after transfer	-	-	-
3.	Non Receipt of Demat Rejected S/ C''s	-	-	-
4.	Others	-	-	-
Total		-	-	-

There were no complaints pending for action as on March 31, 2024.

The Committee met Four (4) times during the Year on May 05, 2023, August 14, 2023, November 11, 2023 and February 14, 2024. The necessary quorum was present at the meeting.

The composition of the Stakeholders Relationship Committee and the details of meetings attended by its members are given below;

Name of the Members	Category	Stakeholder Relationship Committee Meetings (20232024)				No. of Meetings entitled to Attend	No. of Meetings Attended
		May 05, 2023	Aug ust 14, 2023	Nov 11, 2023	Feb 14, 2024
Mr. Vishal	Chairman	Yes	Yes	Yes	Yes	4	4

Jagannath Sonawane	Non-Executive Independent Director
Mr. Jayalal Pathak	Non-Executive Independent Director	Yes	Yes	Yes	Yes	4	4
Mr. Vinod Kacharu Mokal	Non-Executive Independent Director	Yes	Yes	Yes	Yes	4	4

12.4 INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and the Listing Regulations, the Independent Directors of the Company shall hold at least one meeting in a Year without the presence of Non Independent Directors and members of the management. All the Independent Directors shall strive to be present at such meeting.

The Independent Directors in their meeting shall, inter alia-

(a) Review the performance of non-independent Directors and the Board of Directors as a whole;

(b) Review the performance of the chairman of the listed entity, taking into account the views of executive Directors and non-executive Directors;

(c) Assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

Independent Directors met once during the year on February 14, 2024 and attended by all Independent Directors.

13. ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Listing regulations, the Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of evaluation criteria suggested by the Nomination and Remuneration Committee and the Listing regulations. Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various performance related aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance. The performance evaluation of the Board as a whole, Chairman and Non-Independent Directors was also carried out by the Independent Directors in their meeting held on February 14, 2024.

Similarly, the performance of various committees, individual Independent and Non Independent Directors was evaluated by the entire Board of Directors (excluding the

Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual Directors.

14. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors Responsibility Statement it is hereby confirmed that:

(a) that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period;

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

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down Internal Financial controls to be followed by the Company and that such Internal Financial controls are adequate and were operating effectively.

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

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company (www.igcindustriesltd.com).

16. RELATED PARTY TRANSACTIONS:

During the year under review, your Company has not entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, and hence provisions of Section 188 of the Companies Act, 2013 are not applicable to the Company.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Your Company has neither given any loans, guarantee or provided any security in connection with a loan nor made any investments covered under the provisions of Section 186 of the Companies Act, 2013 during the year under review.

18. EXTRACT OF ANNUAL RETURN:

As required under Section 134(3)(a) &Section 92(3) of the Act, the Annual Return is put up on the Company''s website and can be accessed at www.igcindustriesltd.com &Extracts of the Annual return in form MGT 9 for the Financial Year 2023-24 is uploaded on the website of the Company and can be accessed at www.igcindustriesltd.com.

19. AUDITORS:

A) STATUTORY AUDITOR:

M/s. ADV & Associates, Chartered Accountants (ICAI Registration No. 128045W) were appointed as statutory auditors of the company. Currently, they are holding office of the auditors up to the conclusion of the 45^th Annual General Meeting.

The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide section 40 of the Companies (Amendment) Act, 2017 notified on 7^thMay, 2018. Therefore, it is not mandatory for the Company to place the matter relating to appointment of statutory auditor for ratification by members at every Annual General Meeting. Hence the Company has not included the ratification of statutory auditors in the Notice of AGM.

The Report given by M/s. ADV & Associates, Chartered Accountants, on the financial statements of the Company for the Financial Year 2023-2024 is a part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

During the Year under review, the Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):

During the financial year 2023-24, the Statutory Auditor has not reported to the audit committee any instance of fraud committed against the Company by its employees or officers under section 143(12), the details of which need to be reported in Board''s Report.

B) SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ramesh Chandra Bagdi & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is appended as Annexure ''A'' which forms a part of this report.

d) COST AUDITOR:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rules made there under, the appointment of Cost Auditor is not applicable to the Company for the Financial Year 2023-2024.

20. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, were not applicable to the Company for the Financial Year 2023-2024.

21. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There are no significant / material orders passed by the Regulators or courts or Tribunals impacting the going concern status of your Company and its operations in future.

22. DEPOSITORY SERVICES:

The Company''s Equity Shares have been admitted to the depository mechanism of the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in such Depository. The Company has been allotted ISIN No. INE099S01016. As on March 31, 2024, a total of 22,20,513 Equity Shares representing 99.13% of the paid up capital of the Company were held in dematerialized form with CDSL. During the year Company has making a best effort to convert all the physical share into dematerialized form.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

23. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors (including Non-Executive Independent Directors), Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The Code has been posted on the Company''s website (www.igcindustriesltd.com.)

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board& to the Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

25. CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of the Listing Regulations, compliance with the corporate governance provisions are not applicable to your Company as the Company''s paid up Equity Share Capital does not exceed of Rs.10 Crores and net worth does not exceed of Rs.25 Crores as on March 31, 2024.

26. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As there were no business activities during the Year under review, the requisite information with regard to conservation of energy and technology absorption as required under Section 134 of the Companies Act, 2013 read with Companies (Account) Rules, 2014 is not applicable to the Company during the Year under review.

The Company has not earned and spent any Foreign Exchange during the Financial Year 2023-2024.

27. RISK MANAGEMENT:

Your Company recognizes the risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner; your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

The Company is having a Risk Management Policy which has been entrusted with the responsibility to assist the Board (a) to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management (b) to establish a framework for the Company''s risk management process and to ensure its implementation (c) to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices (d) to assure business growth with Financial stability.

28. PARTICULARS OF EMPLOYEES:

The disclosures relating to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

Further, Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 was not applicable to the Company during the Financial Year 2023-2024.

29. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements related i.e. March 31, 2024 and the date of this report.

30. BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2) of the Listing Regulations, is not applicable to the Company for the Financial Year ending March 31, 2024.

31. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company affirms that during the Year under review, no complaints were received by the Committee for redressal. The Sexual Harassment Policy has been posted on the website of the Company (www.igcindustriesltd.com)

33. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

The Management''s Discussion and Analysis Report for the Year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this report.

34. APPRECIATION:

Your Directors would like to express their sincere appreciation to the Company''s Shareholders, Customers and Bankers for the support they have given to the Company and the confidence, which they have reposed in its management for the commitment and dedication shown by them.

---

Mar 31, 2014

The Directors have pleasure in presenting the 34th ANNUAL REPORT, for the year ended 31st March, 2015.

I. FINANCIAL RESULTS :

(In Rupees )

PARTICULARS CURRENT PREVIOUS YEAR YEAR 31.03.2015 31.03.2014

Income from Operations 3784036.00 2534460.00

Other Income - -

Less: Total Expenditure 3744802.00 2461218.00

Profit / (Loss) Before Tax 39234.00 73242.00

Less : Taxation - -

Current Tax 7500.00 -

Mat Entitlement Credit - -

Profit / (Loss) After Taxation 31734.00 73242.00

Balance Carried to Balance Sheet 31734.00 73242.00

II. GENERAL REVIEW OF OPERATIONS :

The Indian Economy during the year displayed distinct signs of strong long term growth. The Company could not carry out manufacturing & Trading activity during the year under review. However the Company has achieved a post tax profit of Rs. 31734.00 as compared Profit of Rs. 73242.00 in previous year.

III. DIVIDEND :

In order to conserve the resources of the board of directors are unable to declare any dividend.

IV. DIRECTORS:

Mr. Bhavesh Vora Director of the company retire by rotation and being offer eligible offer themselves for re-appointment.

V. SECRETARIAL AUDIT REPORT:

The Company has obtained Compliance Certificate from a Company Secretary in whole time practice pursuant to section 383A of the Companies Act, 1956 and is form part of the Balance Sheet.

VI. AUDITORS:

M/s. Sanjay N Shah & Co., Chartered Associates, the retiring Auditors have expressed their willingness to be re-appointed. It has been proposed to reappoint M/s. Sanjay N Shah & Co; Chartered Accountants as Auditors of the Company. The Company has received a Certificate from them that they are qualified under Section 224 (1) of the Companies Act, 1956 for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending March 31, 2015 as set out in the Notice convening the Meeting.

VII. AUDITORS REMARKS:

The remarks of the auditors are self-explanatory in nature and need no further clarification.

VIII. STATUTORY INFORMATION:

The Company had no employees, drawing remuneration in excess of the limits laid out under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

IX. CORPORATE GOVERNANCE:

As required under the Listing Agreement with The Culcutta Stock Exchange Limited, a report on Corporate Governance is given in Annexure "A" to this Report

X. ENERGY CONSERVATION:

Since the company has done trading activity during the year, the provisions of energy conservation are not applicable during the year.

XI. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the 'Directors Responsibility Statement' and confirm that:-

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

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company, at the end of the financial year and of the profit or loss of the Company, for that period.

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

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

XII. ACKNOWLEDGEMENT:

Your Directors wish to thank the Company's bankers and all other associates, for their co-operation and support during the year.

For and on behalf of Board of Directors

Sd/-

Mrs. Disha Mehta

Chairman & Managing Director

Place : Kolkata

Date : 30th May, 2015

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Mar 31, 2013

The Directors have pleasure in presenting the 33rd ANNUAL REPORT, for the year ended 31st March, 2014.

I. FINANCIAL RESULTS :

(In Rupees)

PARTICULARS CURRENT PREVIOUS YEAR YEAR 31.03.2014 31.03.2013

Income from Operations 2534460.00 -

Other Income - -

Less: Total Expenditure 2461218.00 3000.00

Profit I (Loss) Before Tax 73242.00 (3000.00)

Less : Taxation - -

Current Tax - -

Mat Entitlement Credit - -

Profit I (Loss) After Taxation 73242.00 (3000.00)

Balance Carried to Balance Sheet 73242.00 (3000.00)

II. GENERAL REVIEW OF OPERATIONS :

The Indian Economy during the year displayed distinct signs of strong long term growth. The Company could not carry out manufacturing & Trading activity during the year under review. However the Company has achieved a post tax profit of Rs. 73242.00 as compared Loss of Rs. 3000.00 i previous year.

III. DIVIDEND :

In order to conserve the resources of the board of directors are unable to declare any dividend.

IV. DIRECTORS:

Mr. Arjunlal Saini Director of the company retire by rotation and being offer eligible offer themselves for re-appointment.

V. SECRETARIAL AUDIT REPORT:

The Company has obtained Compliance Certificate from a Company Secretary in whole time practice pursuant to section 383A of the Companies Act, 1956 and is form part of the Balance Sheet.

VI. AUDITORS:

M/s. Sanjay N Shah & Co., Chartered Associates, the retiring Auditors have expressed their willingness to be re-appointed. It has been proposed to reappoint M/s. Sanjay N Shah & Co; Chartered Accountants as Auditors of the Company. The Company has received a Certificate from them that they are qualified under Section 224 (1) of the Companies Act, 1956 for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending March 31, 2015 as set out in the Notice convening the Meeting.

VII. AUDITORS REMARKS:

The remarks of the auditors are self-explanatory in nature and need no further clarification.

VIII. STATUTORY INFORMATION:

The Company had no employees, drawing remuneration in excess of the limits laid out under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

IX. CORPORATE GOVERNANCE:

As required under the Listing Agreement with The Culcutta Stock Exchange Limited, a report on Corporate Governance is given in Annexure "A" to this Report

X. ENERGY CONSERVATION:

Since the company has done trading activity during the year, the provisions of energy conservation are not applicable during the year.

XI. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the 'Directors Responsibility Statement' and confirm that:-

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

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company, at the end of the financial year and of the profit or loss of the Company, for that period.

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

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

XII. ACKNOWLEDGEMENT:

Your Directors wish to thank the Company's bankers and all other associates, for their co-operation and support during the year.

For and on behalf of Board of Directors

Mr. Arunkumar Dalmia

Chairman & Managing Director

Place : Kolkata

Date : 281h July, 2014

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Mar 31, 2012

The Directors have pleasure in presenting the 32nd ANNUAL REPORT, for the year ended 3151 March, 2013.

I. FINANCIAL RESULTS :

(In Rupees)

PARTICULARS CURRENT PREVIOUS YEAR YEAR 31.03.2013 31.03.2012 Income from Operations - - Other Income - -

Less: Total Expenditure 3000.00 27750.00

Profit / (Loss) Before Tax (3000.00) (27750.00)

Less : Taxation - -

Current Tax - -

Mat Entitlement Credit - -

Profit I (Loss) After Taxation (3000.00) (27750.00)

Balance Carried to Balance Sheet (3000.00) (27750.00)

II. GENERAL REVIEW OF OPERATIONS :

The Indian Economy during the year displayed distinct signs of strong long term growth. The Company could not carry out manufacturing & Trading activity during the year under review. However the Company has achieved a post tax Loss of Rs. 3000.00 as compared Loss of Rs. 27750.00 in previous year.

III. DIVIDEND :

In order to conserve the resources of the board of directors are unable to declare any dividend.

IV. DIRECTORS:

Mr. Arjunlal Saini Director of the company retire by rotation and being offer eligible offer themselves for re-appointment.

V. SECRETARIAL AUDIT REPORT:

The Company has obtained Compliance Certificate from a Company Secretary in whole time practice pursuant to section 383A of the Companies Act, 1956 and is form part of the Balance Sheet.

VI. AUDITORS:

M/s. Sanjay N Shah & Co., Chartered Associates, the retiring Auditors have expressed their willingness to be re-appointed. It has been proposed to reappoint M/s. Sanjay N Shah & Co; Chartered Accountants as Auditors of the Company. The Company has received a Certificate from them that they are qualified under Section 224 (1) of the Companies Act, 1956 for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending March 31, 2014 as set out in the Notice convening the Meeting.

VII. AUDITORS REMARKS:

The remarks of the auditors are self-explanatory in nature and need no further clarification.

VIII. STATUTORY INFORMATION:

The Company had no employees, drawing remuneration in excess of the limits laid out under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

IX. CORPORATE GOVERNANCE:

As required under the Listing Agreement with The Culcutta Stock Exchange limited, a report on Corporate Governance is given in Annexure "A" to this Report

X. ENERGY CONSERVATION:

Since the company has not done any manufacturing & trading during the year, the provisions of energy conservation are not applicable during the year.

XI. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the 'Directors Responsibility Statement' and confirm that:-

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

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company, at the end of the financial year and of the profit or loss of the Company, for that period.

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

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

XII. ACKNOWLEDGEMENT:

Your Directors wish to thank the Company's bankers and all other associates, for their co-operation and support during the year.

For and on behalf of Board of Directors

Mr. Arunkumar Dalmia

Chairman & Managing Director

Place : Kolkata

Date : 28th August, 2013