Directors Report of Trans India House Impex Ltd.

Mar 31, 2025

Your directors take pleasure in submitting the 37^th Annual Report together with the Audited Standalone Financial Statements ended 31^st March 2025.

1. FINANCIAL RESULTS

The Company''s financial performance for the financial year ended March 31, 2025, along-with that of the previous financial year ended March 31, 2024, is summarized below:

	Current Year	Previous Year
Particulars	(2024-25)	(2023-24)
	(in Thousand)	(in Thousand)
Total Revenues	4,53,810.32	8,11,144.12
Profit/(Loss) for the year before providing for Depreciation and Finance Cost and exceptional items	4,24,18.97	46,967.40
Less: Finance Cost	26,894.31	14,741.16
Less: Depreciation	1,174.69	84.42
Profit/(Loss) before Exceptional / Extraordinary items	14,349.98	32,141.81
Add: Exceptional Income / Extraordinary items	NIL	NIL
Profit/(Loss) before Tax	14,349.98	32,141.81
Less: Tax Expenses	4,124.12	7,620.68
Profit/(Loss) after tax	10,225.86	24,521.14

The above figures are extracted from the Financial Statements prepared in accordance with accounting principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India.

The Financial Statements as stated above are available on the Company''s website www.tihil.co.in.

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

During the year under review, the Total Revenue from Operations is Rs. 453,810.32 thousand which was Rs. 811144.12 thousand in the Financial Year 2023-24 and EBITDA is Rs. 42418.97 thousand which was Rs. 46967.40 thousand in the Financial Year 2023-24.

The Profit before tax is Rs. 14,349.98 thousand in comparison to Profit before tax of Rs. 32141.81 thousand in F.Y. 20232024. The Profit after tax is Rs. 10,225.86 thousand in comparison to Profit after tax of Rs. 24,521.14 thousand in F.Y. 2023-2024.

3. TRANSFER TO RESERVES

The Company has a closing Balance of INR (1,48,577.18) Thousands of Reserves and Surplus as on 31 March 2025.

The closing Balance of Reserves and Surplus is bifurcated as follows:

Reserves and Surplus	31 March 2025 (INR Thousand)	31 March 2024 (INR Thousand)
Surplus
Opening Balance	(1,58,803.04)	(1,83,324.18)
Profit for the period/year	10,225.86	24,521.14
Utilized During the Period	NIL	NIL

Net Surplus	(1,48,577.18)	(1,58,803.04)
Total Reserves and Surplus	(1,48,577.18)	(1,58,803.04)

4. DIVIDEND

With a view to conserve the financial resources, your directors have considered it financially prudent in the longterm 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. SUBSIDIARIES. IOINT VENTURES & ASSOCIATES

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

6. SEGMENT WISE PERFORMANCE

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

7. CHANGE IN NATURE OF BUSINESS, IF ANY

The Company is engaged in the Business of Merchant Exports of Textiles, Ceramic Tiles, FMCG and other products. During the Financial Year 2024-25, the Company has not changed its nature of business.

8. SHARE CAPITAL

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


Particulars	No of Shares	Amount
Authorized Share Capital
Equity Shares of Rs. 10/- each	6,00,00,000	60,00,00,000
Total	6,00,00,000	60,00,00,000
Issued, Subscribed and Paid-up Share Capital
Equity Shares of Rs. 10/- each	3,55,26,000	35,52,60,000
Total	3,55,26,000	35,52,60,000

Changes in share capital during the period under review and up to the date of signing of this report:Increase in Authorized Share Capital of the Company:

During the period under review, the existing Authorized Share Capital of Rs. 51,00,00,000 (Rupees Fifty-One Crores only) divided into 5,10,00,000 (Five Crores and Ten Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each is hereby increased to Rs. 60,00,00,000 (Rupees Sixty Crores only) divided into 6,00,00,000 (Six Crores) Equity Shares of Rs. 10/-(Rupees Ten only) each by creating additional 90,00,000 (Ninety Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each, ranking pari-passu in all respects with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.

The said increase in Authorized Share Capital was approved by the Board of Directors at their meeting held on 30th May 2024 and approved by the Shareholders of the Company vide Postal Ballot dated 27th July 2024.

During the current Financial Year 2025-26, the existing Authorized Share Capital of Rs. 60,00,00,000 (Rupees Sixty Crores only) divided into 6,00,00,000 (Six Crores) Equity Shares of Rs. 10/- (Rupees Ten only) each is hereby increased to Rs. 72,00,00,000 (Rupees Seventy-Two Crores only) divided into 7,20,00,000 (Seven Crores Twenty Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each by creating additional 12,000,000 (One Crore Twenty Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each, ranking pari-passu in all respects with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.

The said increase in Authorized Share Capital was approved by the Board of Directors at their meeting held on 03rd May 2025 and approved by the Shareholders of the Company via the Postal Ballot dated 12 th June 2025.

Rights Issue

During the Year under review, the Board of Directors at their meeting held on 30th May 2024 had approved to Raise Funds by way of offer, issue and allotment of Equity Shares of face value of INR 10/- each to the existing Equity Shareholders of the Company on rights basis (âRights Issueâ) to the eligible Equity shareholders of the Company, as on the record date for an amount aggregating up to INR 49.50 Crores (Rupees Forty Nine Crores and Fifty Lakhs only). The Company received the In-Principal Approval of BSE Limited for the said Rights Issue on 09th April 2025.

The Rights Issue Committee of the Company at their meeting held on 03rd May 2025 had decided to issue upto 3,55,26,000 fully paid-up Equity Shares of face value of ^ 10/- each at an issue price of ^ 13.90/- per Rights Equity Share (including premium of ^ 3.90/- per Rights Equity Share and Face Value of ^10/ - each) for total consideration of upto ^ 49.38 Crores. The Record date for the purpose of Rights Issue was fixed as 08th May 2025. The Right Issue of the Company was opened on Tuesday, May 27, 2025 and closed on Tuesday, June 17, 2025.

The Rights Issue Committee of the Company at their meeting held on 25th June 2025 had allotted 3,55,26,000 Rights Equity Shares fully paid up of face value of Rs. 10/- each at an issue price of Rs. 13.90/- per Rights Equity Share including a Securities Premium of Rs. 3.90/- per Rights Equity Share for Total consideration of Rs. 49,38,11,400/- to the eligible Allottees in the Rights Issue. The newly Issued Equity Shares were listed and traded on BSE Limited w.e.f Wednesday, July 2, 2025.

As on date of the Report, the Share Capital structure of the Company stood as follows:
Particulars	No of Shares	Amount
Authorized Share Capital
Equity Shares of Rs. 10/- each	7,20,00,000	72,00,00,000
Total	72,00,00,000	72,00,00,000
Issued, Subscribed and Paid-up Share Capital

Equity Shares of Rs. 10/- each	7,10,52,000	71,05,20,000
Total	7,10,52,000	71,05,20,000

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, the total listed capital of the Company was 3,55,26,000 Equity Shares out of which 3,49,82,300 Equity Shares were held in Dematerialized Form comprising 97.93% of Issued Capital.

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 with effect from 1^stApril 2019. 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 themselves 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.

9. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) and Section 134 (5) of the Companies Act, 2013, the Board of Directors confirms that to the best of its knowledge and belief:

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

(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 as on March 31, 2025, and of the profit / loss of the Company for that period.

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

(e) that internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (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.: 34 (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 have occurred between the end of the financial year of the Company and date of this Report.

13. INDUSTRIAL RELATIONS

The relationship with employees at all levels remained cordial and harmonious during the year. We appreciate the committed contribution made by employees of the Company at all the levels to achieve the present growth of the Company.

14. 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Board of Directors has formulated the Nomination and Remuneration Policy based on recommendations made by the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this Report. The Policy is also available on the website of the Company.

15. 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.

16. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees 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 "Annexure [A]" 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 31st March 2024.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, The Board of Directors of the Company comprises of following Six (6) Directors:


Sr. No			Date of Appointment
	Name	DIN		Designation

1.	Mr. Mayank Suresh Jolly	09366175	20.04.2022	Whole-Time Director (Promoter)
2.	Mr. Irfan Abdulrahimbhai Qureshi	09494589	20.04.2022	Whole-Time Director (Promoter)
3.	Mr. Mitesh Surendrasinh	06772154	20.04.2022	Non-Executive and Non-
3.	Rajput	06772154	20.04.2022	Independent Director (Promoter)
4.	Mr. Aditya Vikrambhai Patel	09121052	12.08.2022	Independent Director
5.	Ms. Nidhi Bansal	09693120	12.08.2022	Independent Director
6.	Mr. Ankitkumar Surendrakumar Agrawal	10118085	23.01.2024	Independent Director

Appointments:

During the year under review, No Director was appointed on the Board of the Company.

Further, the Shareholders of the Company had approved the Appointment of Mr. Ankitkumar Surendrakumar Agrawal (DIN: 10118085) as an Independent Director, Mr. Mayank Suresh Jolly (DIN: 09366175) and Mr. Irfan Abdulrahimbhai Qureshi (DIN: 09494589) as Whole-Time Directors. by passing Special resolutions through Postal Ballot dated 13th April 2024.

Retire by rotation and Re-appointments:

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. Irfan Abdulrahimbhai Qureshi (DIN: 09494589), Executive Whole Time Director of the Company is liable to retire by rotation at 37^th AGM and being eligible offer himself for reappointment.

An appropriate resolution for his re-appointment is being placed for your approval at 37^th AGM. The brief resume of Mr. Irfan Abdulrahimbhai Qureshi (DIN: 09494589), Executive Whole Time Director with other related information has been detailed in the Notice of AGM which is forming part of the Annual Report.

Resignations/Retirements along with facts of resignation:

During the year under review, No Director has resigned from the office of Director of the Company.

Key Managerial Personnel:

During the financial year 2024-25, Ms. Manisha Kansingh Rajput, Chief Financial Officer of the Company resigned from his post with effect from 12th November 2024 due to personal reasons and to pursue alternate career opportunities.

Consequently, due to the resignation of Ms. Manisha Kansingh Rajput from the position of Chief Financial Officer of the Company, the Board of Directors, in their meeting held on 12th November 2024, had approved appointment of Mr. Anurag Jolly as Chief Financial Officer of the Company with effect from 13th November 2024.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Mayank Suresh Jolly, Chairman and Whole Time Director, Mr. Irfan Abdulrahimbhai Qureshi, Whole-Time Director, Mr. Anurag Jolly, Chief Financial Officer, Mr. Ranjeet Madhukarrao Pawar, Chief Executive Officer and Mr. Mrugesh Ashwin Kumar Vyas, Company Secretary and Compliance officer, are the Key Managerial Personnel of your Company.

Annual Evaluation of Board''s Performance:

In terms of the requirement of the Companies Act, 2013 and the SEBI (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. The evaluation process has been explained in the corporate governance report section in this Annual Report.

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.

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and Listing Regulations and are independent of the management. The Board skill/expertise/ competencies matrix of all the Directors, including the Independent Directors is provided in the Corporate Governance Report forming part of this Annual Report. 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.tihil.co.in.

Pecuniary relationship:

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

18. 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 of the Company as well as 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.tihil.co.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 the BSE Limited and also uploaded on the website of the Company.

19. COMMITTEES OF THE BOARD

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

a. Audit Committee.

b. Nomination and Remuneration Committee.

c. Stakeholder''s Relationship Committee.

d. Rights Issue Committee

The details with respect to the composition, powers, roles, terms of reference, number of meetings held, attendance at the meetings etc. of Statutory Committees are given in detail in the Corporate Governance Report.

20. NUMBER OF MEETINGS OF THE BOARD

The details of the number of Board Meetings of your Company along with the composition and attendance of the Directors and Members at such meetings are set out in the Corporate Governance Report which forms part of this Report. The time gap between the two meetings was in accordance with the requirements. Every Director currently on the Board of the Company has personally attended at least one Board 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.

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.

21. 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.tihil.co.in.

22. RELATED PARTY TRANSACTIONS

During the financial year 2024-25, all transactions with the Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with 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 entered in the ordinary course of business and 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 FY 2024-25 and estimated transactions for FY 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.tihil.co.in. Disclosures on related party transactions are set out in the Notes to the Financial Statements forming part of this Annual Report.

23. LOANS 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.

24. RISK MANAGEMENT

The Company manages and monitors the principal risks and uncertainties that can impact on 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 of risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

25. 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 SEBI (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 policy is also available on the website of the Company www.tihil.co.in.

26. CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the purview of the criteria specified under Section 135(1) of the Companies Act, 2013, so provisions regarding formation / constitution of CSR Committee prescribed under Section 135 of the Companies Act, 2013.

27. AUDITORS AND AUDITORS'' REPORT Statutory Auditors:

At the 35^th Annual General Meeting held on 30^th September 2023, M/s Manoj Acharya & Associates, Chartered Accountants (FRN - 114984W) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 40^th Annual General Meeting to be held in the Financial Year 2027-28.

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 Manoj Acharya & Associates. Chartered Accountants (FRN - 114984W), Chartered Accountants, has not been provided for the approval of the Shareholders and not formed as a part of Notice of the 37^th AGM of the Company.

The Auditors'' Report for Financial Year ended 31st March 2025 forms part of the Integrated 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.

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, Practicing Company Secretaries to conduct the Secretarial Audit of your Company at the meeting of Board of Directors dated 23^rd May 2024. The Secretarial Audit Report is annexed herewith as "Annexure - [B]"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 13th 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 37^th AGM.

Internal Auditors:

Pursuant to the provision of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s Agarwal Akshay & Associates, Chartered Accountants (FRN: 015592C), as Internal Auditors of the Company, to undertake the Internal Audit of the Company for FY 2024-25 at the meeting of Board of Directors dated 23rd May 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 March 2025 do not contain any qualification, reservation or adverse remarks.

28. 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 Secretarial Auditor Report does not contain any Remarks/Observations.

Internal Auditor

The Internal Auditor Report does not contain any Remarks/Observations.

29. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an Annual Secretarial Compliance Audit for the financial year 2024-2025 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report pursuant to Regulation 24A of the listing regulations read with SEBI Circular dated February 08, 2019, has been taken from Mr. Kunal Sharma, Secretarial Auditor of the Company.

30. 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.

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

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended 31st March 2025 in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed herewith as "Annexure - [C]" to this Report.

32. CORPORATE GOVERNANCE

A report on Corporate Governance along with a Certificate from a Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations and a Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the Listing Regulations is appended to the Corporate Governance Report which is annexed herewith as "Annexure - [D]" to this Report.

33. 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.

34. 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.

(b) Details of complaints at the opening of, filed and resolved during, and pending at the end of, the financial year are as under:

Particulars	Number of Complaints
Number of complaints at the opening of the Financial Year	Nil
Number of complaints filed during the Financial Year	Nil
Number of complaints disposed of during the Financial Year	Nil
Number of complaints pending as on end of the Financial Year	Nil

35. 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.

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. 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.

38. 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.

39. WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company is maintaining a functional website namely www.tihil.co.in containing basic information about the Company. The website of the Company is also containing information like Policies, Financial Results, Annual Reports and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

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

Your directors'' places on record their sincere thanks to the Customers, Vendors, Stakeholders, Banks, Regulatory Bodies, Financial Institutions, Employees and other Business Associates who have extended their valuable sustained support and encouragement during the year under review.

Mar 31, 2025

Your directors take pleasure in submitting the 37^th Annual Report together with the Audited Standalone Financial Statements ended 31^st March 2025.

1. FINANCIAL RESULTS

The Company''s financial performance for the financial year ended March 31, 2025, along-with that of the previous financial year ended March 31, 2024, is summarized below:

	Current Year	Previous Year
Particulars	(2024-25)	(2023-24)
	(in Thousand)	(in Thousand)
Total Revenues	4,53,810.32	8,11,144.12
Profit/(Loss) for the year before providing for Depreciation and Finance Cost and exceptional items	4,24,18.97	46,967.40
Less: Finance Cost	26,894.31	14,741.16
Less: Depreciation	1,174.69	84.42
Profit/(Loss) before Exceptional / Extraordinary items	14,349.98	32,141.81
Add: Exceptional Income / Extraordinary items	NIL	NIL
Profit/(Loss) before Tax	14,349.98	32,141.81
Less: Tax Expenses	4,124.12	7,620.68
Profit/(Loss) after tax	10,225.86	24,521.14

The Financial Statements as stated above are available on the Company''s website www.tihil.co.in.

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

3. TRANSFER TO RESERVES

The Company has a closing Balance of INR (1,48,577.18) Thousands of Reserves and Surplus as on 31 March 2025.

The closing Balance of Reserves and Surplus is bifurcated as follows:

Reserves and Surplus	31 March 2025 (INR Thousand)	31 March 2024 (INR Thousand)
Surplus
Opening Balance	(1,58,803.04)	(1,83,324.18)
Profit for the period/year	10,225.86	24,521.14
Utilized During the Period	NIL	NIL

Net Surplus	(1,48,577.18)	(1,58,803.04)
Total Reserves and Surplus	(1,48,577.18)	(1,58,803.04)

4. DIVIDEND

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

5. SUBSIDIARIES. IOINT VENTURES & ASSOCIATES

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

6. SEGMENT WISE PERFORMANCE

7. CHANGE IN NATURE OF BUSINESS, IF ANY

The Company is engaged in the Business of Merchant Exports of Textiles, Ceramic Tiles, FMCG and other products. During the Financial Year 2024-25, the Company has not changed its nature of business.

8. SHARE CAPITAL

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


Particulars	No of Shares	Amount
Authorized Share Capital
Equity Shares of Rs. 10/- each	6,00,00,000	60,00,00,000
Total	6,00,00,000	60,00,00,000
Issued, Subscribed and Paid-up Share Capital
Equity Shares of Rs. 10/- each	3,55,26,000	35,52,60,000
Total	3,55,26,000	35,52,60,000

Changes in share capital during the period under review and up to the date of signing of this report:Increase in Authorized Share Capital of the Company:

Rights Issue

As on date of the Report, the Share Capital structure of the Company stood as follows:
Particulars	No of Shares	Amount
Authorized Share Capital
Equity Shares of Rs. 10/- each	7,20,00,000	72,00,00,000
Total	72,00,00,000	72,00,00,000
Issued, Subscribed and Paid-up Share Capital

Equity Shares of Rs. 10/- each	7,10,52,000	71,05,20,000
Total	7,10,52,000	71,05,20,000

Depository System:

9. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) and Section 134 (5) of the Companies Act, 2013, the Board of Directors confirms that to the best of its knowledge and belief:

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

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

(e) that internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. MANAGEMENT DISCUSSION AND ANALYSIS

11. PUBLIC DEPOSITS

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

13. INDUSTRIAL RELATIONS

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

15. BOARD DIVERSITY

16. PARTICULARS OF EMPLOYEES

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, The Board of Directors of the Company comprises of following Six (6) Directors:


Sr. No			Date of Appointment
	Name	DIN		Designation

1.	Mr. Mayank Suresh Jolly	09366175	20.04.2022	Whole-Time Director (Promoter)
2.	Mr. Irfan Abdulrahimbhai Qureshi	09494589	20.04.2022	Whole-Time Director (Promoter)
3.	Mr. Mitesh Surendrasinh	06772154	20.04.2022	Non-Executive and Non-
3.	Rajput	06772154	20.04.2022	Independent Director (Promoter)
4.	Mr. Aditya Vikrambhai Patel	09121052	12.08.2022	Independent Director
5.	Ms. Nidhi Bansal	09693120	12.08.2022	Independent Director
6.	Mr. Ankitkumar Surendrakumar Agrawal	10118085	23.01.2024	Independent Director

Appointments:

During the year under review, No Director was appointed on the Board of the Company.

Retire by rotation and Re-appointments:

Resignations/Retirements along with facts of resignation:

During the year under review, No Director has resigned from the office of Director of the Company.

Key Managerial Personnel:

Annual Evaluation of Board''s Performance:

Declaration of Independence:

Familiarization Program for Independent Directors:

Pecuniary relationship:

18. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

19. COMMITTEES OF THE BOARD

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

a. Audit Committee.

b. Nomination and Remuneration Committee.

c. Stakeholder''s Relationship Committee.

d. Rights Issue Committee

20. NUMBER OF MEETINGS OF THE BOARD

21. EXTRACT OF ANNUAL RETURN

22. RELATED PARTY TRANSACTIONS

There were no materially significant related party transactions that may conflict with the interest of the Company.

23. LOANS AND INVESTMENTS

24. RISK MANAGEMENT

25. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

26. CORPORATE SOCIAL RESPONSIBILITY

27. AUDITORS AND AUDITORS'' REPORT Statutory Auditors:

The Auditors'' Report for Financial Year ended 31st March 2025 forms part of the Integrated 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.

Secretarial Audit:

Internal Auditors:

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 March 2025 do not contain any qualification, reservation or adverse remarks.

28. 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 Secretarial Auditor Report does not contain any Remarks/Observations.

Internal Auditor

The Internal Auditor Report does not contain any Remarks/Observations.

29. ANNUAL SECRETARIAL COMPLIANCE REPORT

30. 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.

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

32. CORPORATE GOVERNANCE

33. 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.

34. 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:

(b) Details of complaints at the opening of, filed and resolved during, and pending at the end of, the financial year are as under:

Particulars	Number of Complaints
Number of complaints at the opening of the Financial Year	Nil
Number of complaints filed during the Financial Year	Nil
Number of complaints disposed of during the Financial Year	Nil
Number of complaints pending as on end of the Financial Year	Nil

35. 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.

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

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

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:

37. 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.

38. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT. 1961:

39. WEBSITE:

40. CAUTIONARY STATEMENT:

41. ACKNOWLEDGEMENT

Mar 31, 2024

Your directors take pleasure in submitting the 36^th Annual Report together with the Audited Standalone Financial Statements ended 31^st March 2024.

1. FINANCIAL RESULTS

The Company''s financial performance for the financial year ended March 31, 2024, along-with that of the previous financial year ended March 31, 2023, is summarized below:

Particulars	Current Year (2023-24) (in Thousand)	Previous Year (2022-23) (in Thousand)
Total Revenues	811144.12	344665.91
Profit/ (Loss) for the year before providing for Depreciation and Finance Cost and exceptional items	46967.40	31487.51
Less: Finance Cost	14741.16	1968.10
Less: Depreciation	84.42	NIL
Profit/(Loss) before Exceptional / Extraordinary items	32141.81	29519.40
Add: Exceptional Income / Extraordinary items	NIL	NIL
Profit/(Loss) before Tax	32141.81	29519.40
Less: Tax Expenses	7620.68	310.00
Profit/(Loss) after tax	24521.14	29209.40

The above figures are extracted from the Financial Statements prepared in accordance with accounting principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India.

The Financial Statements as stated above are available on the Company''s website www.tihil.co.in.

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

We are proud to announce that our Annual Standalone Financial statements reveal an exciting story of growth for the Company. The revenues are reaching new heights and multi-folded (which is approximately 235% of the total revenue of FY 2023), which shows our strategies, management of operations and hard work are really working. These numbers reflect our strong financial health and our ability to seize opportunities while making sure everyone wins.

During the year under review, the Total Revenue from Operations is Rs. 811144.12 thousand which was Rs. 344665.91 thousand in the Financial Year 2022-23 and EBITDA is Rs. 46967.40 thousand which was Rs. 31487.51 thousand in the Financial Year 2022-23.

The Profit before tax is Rs. 32141.81 thousand in comparison to Profit before tax of Rs. 29519.40 thousand in F.Y. 20222023. The Profit after tax is Rs. 24521.14 thousand in comparison to Profit after tax of Rs. 29209.40 thousand in F.Y. 2022-2023.

During the year under review, the exports of your Company recorded a gross turnover of INR 7481.25 Lakhs.

During the year under review, pursuant to the approval of the Board of Directors and Shareholders of the Company accorded at their respective meetings held on November 29, 2022 and December 28, 2022 and further pursuant to the approval vide order Ref no: AA1866355/13(4)/RD(NR)/2023/7191 dated November 24, 2023 of Regional Director, Northern Region, New Delhi confirming the alteration in Situation Clause of the Memorandum of Association of the Company for shifting of Registered Office of the Company from the State of Uttar Pradesh to the State of Gujarat, the Board of Directors of the Company vide resolution passed by circulation dated Monday, December 11, 2023 had approved the shifting of the registered office of Company from its present address located at âOffice No. 1109, Corporate Park Tower, A/1, Plot No. 7A/1, Sector 142, Noida, Gautam Buddha Nagar - 201 301, Uttar Pradesh, INDIAâ situated at Noida, State of Uttar Pradesh under the jurisdiction of Registrar of Companies, Uttar Pradesh situated at Kanpur Uttar to the address at âB-1101, Titanium Square, B/h Sarveshwar Tower, Opp. B. M. W. Show Room, Thaltej, Ahmedabad-380054, Gujarat, INDIAâ situated at Ahmedabad, State of Gujarat under the jurisdiction of Registrar of Companies, Gujarat situated at Ahmedabad with effect from Tuesday, December 12, 2023.

3. TRANSFER TO RESERVES

During the year under review, Your Directors do not propose to transfer any amount to the reserves.

4. DIVIDEND

In view of previous years losses, no Dividend has been declared by the Company for the financial year ended 31^stMarch 2024.

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

5. SUBSIDIARIES, IOINT VENTURES & ASSOCIATES

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

6. SEGMENT WISE PERFORMANCE

7. CHANGE IN NATURE OF BUSINESS, IF ANY

The Company is engaged in the Business of Merchant Exports of Textiles, Ceramic Tiles, FMCG and other products. During the Financial Year 2023-24, the Company has not changed its nature of business.

8. SHARE CAPITAL

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

Particulars	No of Shares	Amount
Authorized Share Capital
Equity Shares of Rs. 10/- each	5,10,00,000	51,00,00,000
Total	5,10,00,000	51,00,00,000
Issued, Subscribed and Paid-up Share	Capital
Equity Shares of Rs. 10/- each	3,55,26,000	35,52,60,000
Total	3,55,26,000	35,52,60,000

Preferential issue:

During the year under review, the following Allotments were made by the Company:

1. On 30th May 2023, allotment of40,25,000 (Forty Lakh Twenty-Five Thousand) Equity Shares ("Shares") of face value of INR10/- each against conversion of the Convertible Equity Warrants into Equity shares. The Allotted Equity Shares were listed on traded on BSE Limited.

2. On 17^th July 2023, allotment of 72,01,000 (Seventy-Two Lakh One Thousand) Equity Shares ("Shares") of face value of INR 10/- each against conversion of the Convertible Equity Warrants into Equity shares. The Allotted Equity Shares were listed on traded on BSE Limited.

3. On 19^th December 2023, allotment of38,00,000 (Thirty-Eight Lakh) Equity Shares ("Shares") of face value of INR 10/-each against conversion of the Convertible Equity Warrants into Equity shares. The Allotted Equity Shares were listed on traded on BSE Limited.

4. On 14^th March 2024, allotment of36,00,000 (Thirty-Six Lakh) Equity Shares ("Shares") of face value of INR 10/- each against conversion of the Convertible Equity Warrants into Equity shares. The Allotted Equity Shares were listed on traded on BSE Limited.

As on 31^st March 2024, the details of utilization of funds raised by way of Preferential Issue of are as follows:

Sr. No.	Objects as stated In the explanatory statement to the notice for the General Meeting	Amount proposed to be utilized	Actual amount utilized for the Objects stated in the explanatory statement to the notice for the General Meeting	Unutilized Amount	Amount of Deviation/Var iation for the quarter according to applicable object
1.	To augment the funds for the expansion and diversification of the business of the Company.	For anyone or combination of one or more objects	--	--	--
2.	To meet the long term and shortterm working capital requirements of the Company.		--	--	--
3.	To repay the Debt and Borrowings, whether Secured or Unsecured of the Company.		18,62,60,000	--	--
4.	To meet any nature of capital expenditure to be incurred for expansion and diversification including to manufacture any new product.		--	--	--
5	For general corporate purpose.		--	--	--
	Total	18,62,60,000	18,62,60,000	--	--

Increase in Authorized Share Capital of the Company:

During the current Financial Year 2024-25, the existing Authorized Share Capital of Rs. 51,00,00,000 (Rupees Fifty-One Crores only) divided into 5,10,00,000 (Five Crores and Ten Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each is hereby increased to Rs. 60,00,00,000 (Rupees Sixty Crores only) divided into 6,00,00,000 (Six Crores) Equity Shares of Rs. 10/- (Rupees Ten only) each by creating additional 90,00,000 (Ninety Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each, ranking pari-passu in all respects with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.

The said increase in Authorized Share Capital was approved by the Board of Directors at their meeting held on 30^th May 2024 and approved by the Shareholders of the Company vide Postal Ballot dated 27^th July 2024.

Depository System:

As the members are aware, the Company''s Equity shares are compulsorily tradable in electronic form. As on 31^stMarch 2024, the total listed capital of the Company was 3,55,26,000 Equity Shares out of which 3,49,76,900 Equity Shares were held in Dematerialized Form comprising 98.45% of Issued Capital.

Rights Issue:

The Board of Directors of the Company at their meeting held on 30^th May 2024 had approved raising of funds by way of offer, issue and allotment of Equity Shares of face value of INR 10/- 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, as on the record date, for an amount aggregating up to INR 49.50 Crores (Rupees Forty Nine Crores and Fifty Lakhs only), subject to receipt of necessary regulatory/statutory approvals and consent as may be necessary/required for compliance of applicable laws.

9. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) and Section 134 (5) of the Companies Act, 2013, the Board of Directors confirms that to the best of its knowledge and belief:

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

(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 as on March 31, 2024, and of the profit / loss of the Company for that period.

(c) that proper and sufficient care has 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) that the annual accounts have been prepared on a going concern basis.

(e) that internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. MANAGEMENT DISCUSSION AND ANALYSIS

11. 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.

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

13. CORPORATE GOVERNANCE

14. INDUSTRIAL RELATIONS

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

16. BOARD DIVERSITY

17. PARTICULARS OF EMPLOYEES

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2024, The Board of Directors of the Company comprises of following Six (6) Directors:

Sr. No	Name	DIN	Date of Appointment	Designation
1.	Mr. Mayank Suresh Jolly	09366175	20.04.2022	Whole-Time Director (Promoter)
2.	Mr. Irfan Abdulrahimbhai Qureshi	09494589	20.04.2022	Whole-Time Director (Promoter)
3.	Mr. Mitesh Surendrasinh Rajput	06772154	20.04.2022	Non-Executive and NonIndependent Director (Promoter)
4.	Mr. Aditya Vikrambhai Patel	09121052	12.08.2022	Independent Director
5.	Ms. Nidhi Bansal	09693120	12.08.2022	Independent Director
6.	Mr. Ankitkumar Surendrakumar Agrawal	10118085	23.01.2024	Additional Independent Director

Appointments:

During the year under review, Mr. Ankitkumar Surendrakumar Agrawal (DIN: 10118085) was appointed as an Additional Director (Non-Executive and Independent Director) of the Company for a term of 5 (Five) consecutive years commencing from 23rd January 2024 till 22nd January 2029 (both days inclusive) by Board of Directors at their meeting held on 23^rd January 2024.

Further during the year under review, Mr. Mayank Suresh Jolly (DIN: 09366175) and Mr. Irfan Abdulrahimbhai Qureshi (DIN: 09494589) were appointed by Board of Directors as an Executive Whole Time Directors (Promoter) of the Company, liable to retire by rotation, for a period of 3 (Three) years with effect from 23rd January 2024.

Subsequently the members of the Company consented the appointment of Mr. Ankitkumar Surendrakumar Agrawal (DIN: 10118085), Mr. Mayank Suresh Jolly (DIN: 09366175) and Mr. Irfan Abdulrahimbhai Qureshi (DIN: 09494589) by passing Special resolutions through Postal Ballot dated 13th April 2024.

Retire by rotation and Re-appointments:

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. Mitesh Surendrasinh Rajput (DIN: 06772154), Non-Executive Non-Independent Director of the Company is liable to retire by rotation at 36^th AGM and being eligible offer himself for reappointment.

An appropriate resolution for his re-appointment is being placed for your approval at 36^th AGM. The brief resume of Mr. Mitesh Surendrasinh Rajput (DIN: 06772154), Non-Executive Non-Independent Director with other related information has been detailed in the Notice of AGM which is forming part of the Annual Report.

Resignations/Retirements along with facts of resignation:

During the year under review, No Director has resigned from the office of Director of the Company.

Key Managerial Personnel:

During the financial year 2023-24, Mr. Bhavesh Hasmukhrai Dave (AEWPD8260R), Chief Executive Officer of the Company resigned from his post with effect from 2nd November 2023 due to personal reasons and to pursue alternate career opportunities.

Consequently, due to the resignation of Mr. Bhavesh Hasmukhrai Dave from the position of Chief Executive Officer of the Company, the Board of Directors, in their meeting held on 23rd January 2024, had approved appointment of Mr. Ranjeet Madhukarrao Pawar (BCIPP0134R) as Chief Executive Officer of the Company with effect from 23rd January, 2024.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Mayank Suresh Jolly, Chairman and Whole Time Director, Mr. Irfan Abdulrahimbhai Qureshi, Whole-Time Director, Mrs. Manisha Kansingh Rajput, Chief Financial Officer, Mr. Ranjeet Madhukarrao Pawar, Chief Executive Officer and Mr. Mrugesh Ashwin Kumar Vyas, Company Secretary and Compliance officer, are the Key Managerial Personnel of your Company.

Annual Evaluation of Board''s Performance:

Declaration of Independence:

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

Familiarization Program for Independent Directors:

Pecuniary relationship:

19. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

20. COMMITTEES OF THE BOARD

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

a. Audit Committee.

b. Nomination and Remuneration Committee.

c. Stakeholder''s Relationship Committee.

21. NUMBER OF MEETINGS OF THE BOARD

The details of the number of Board Meetings of your Company along with the composition and attendance of the Directors and Members at such meetings are set out in the Corporate Governance Report which forms part of this Report. The time gap between the two meetings was in accordance with the requirements. Every Director currently on the Board of the Company has personally attended at least one Board 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.

22. EXTRACT OF ANNUAL RETURN

23. RELATED PARTY TRANSACTIONS

During the financial year 2023-24, all transactions with the Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with 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 entered in the ordinary course of business and 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 FY 2023-24 and estimated transactions for FY 2024-25.

There were no materially significant related party transactions that may conflict with the interest of the Company.

24. LOANS AND INVESTMENTS

25. RISK MANAGEMENT

26. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

27. CORPORATE SOCIAL RESPONSIBILITY

28. AUDITORS AND AUDITORSâ REPORT Statutory Auditors:

The Auditors'' Report for Financial Year ended 31st March 2024 forms part of the Integrated 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.

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, Practicing Company Secretaries to conduct the Secretarial Audit of your Company at the meeting of Board of Directors dated 02^nd November 2023. The Secretarial Audit Report is annexed herewith as "Annexure - [B]" 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 ending 31st March 2025 at their meeting held on 23^rd May 2024. 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.

Internal Auditors:

Pursuant to the provision of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s Agarwal Akshay & Associates, Chartered Accountants (FRN: 015592C), as Internal Auditors of the Company, to undertake the Internal Audit of the Company for FY 2023-24 at the meeting of Board of Directors dated 14^th August 2023.

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

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s Agarwal Akshay & Associates, Chartered Accountants (FRN: 015592C) as the Internal Auditor of the Company for the financial year ending 31st March 2025 at their meeting held on 23^rd May 2024. 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.

29. 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 details of remarks and qualifications of Secretarial Auditor are as follows:

Sr.

Remarks by Secretarial Auditor

Response of the Management

The Company had made violations for not complying with the composition requirements of Audit Committee under Regulation 18(1) of SEBI LODR Regulations 2018 for the Quarter ended 30th June 2023.

The Company had paid the monetary penalty within the due date and also reconstituted the Audit Committee and Nomination and Remuneration Committee in line with the requirements of Regulation 18(1) and 19(1)/19(2) of SEBI LODR Regulations 2018 at their meeting held on 23^rd May 2023 and submitted the Outcome with BSE Limited on the said day within the require timelines.

The Company had made violations for not complying with the composition requirements of Nomination and Remuneration Committee under Regulation 19(1)/ 19(2) of SEBI LODR Regulations 2018 for the Quarter ended 30th June 2023.

30. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2023-2024 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial

Compliance Report pursuant to Regulation 24A of the listing regulations read with SEBI Circular dated February 08, 2019, has been taken from Mr. Kunal Sharma, Secretarial Auditor of the Company.

31. FRAUDS REPORTED BY AUDITORS:

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

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

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended 31st March 2024 in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed herewith as "Annexure - [C]" to this Report.

33. 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.

34. 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. 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.

35. 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.

36. OTHER DISCLOSURES

(a) During the financial year 2023-24, 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 2023-24, no application was made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

(c) During the financial year 2023-24, 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 2023-24.

(e) During the financial year 2023-24, your Company had raised funds from Preferential Issue of Convertible Equity Warrants and your Board hereby confirms that there were no deviation(s) or variation(s) in the utilization of proceeds from the objects stated in the explanatory statement to the notice for the general meeting.

37. APPRECIATION

Dated: 12^th August 2024 For Trans India House Impex Limited

Place: Ahmedabad SD/-

Mayank Suresh Jolly Chairman and Whole-Time Director

Mar 31, 2023

Your Directors have pleasure in submitting the 35^th Annual Report together with the Statement of Accounts for the year ended 31st March, 2023.

Financial Performance

The summarized results of the Company are given in the table below:

PARTICULARS	31.03.2023	31.03.2022
Total Income (Other Income)	3446.66	0.01
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	295.19	(83.33)
Finance Charges	19.68	37.69
Depreciation	-	0.11
Net Profit/(Loss) After Tax	292.09	(83.33)
Profit/(Loss) brought forward from previous year	-	-
Profit/(Loss) carried to Balance Sheet	-	-

Summary of Operations

We are proud to announce that we have achieved outstanding performance in business in just a span of one year. Pursuant to the takeover in May''2022, our Company''s vision has started showing efficacy at its best.

We have successfully attained profit before tax of Rs. 2.95 Cr in F.Y. 2022-23, in comparison to loss of Rs. 83 lakhs in F.Y. 2021-2022 (i.e. before takeover). The glimpse of our growth can be summarized as follows:

(Amount in Crores)
F.Y. 2021-2022	F.Y. 2022-23
(0.83)	2.95

Quarter	Jun-22	Sep-22	Dec-22	Mar-23
PBT	-0.34	0.67	0.70	1.92

COVID-19 Pandemic

The Novel Coronavirus disease (COVID-19) was declared a global pandemic by the World Health Organization in March 2020. The Government of India took various actions to contain the COVID-19 pandemic, such as closing of borders and lockdown restrictions, which resulted in significant disruption to people and businesses all over the country. It was followed by restricted ease of operations and localized restrictions in various parts of the country.

In response to COVID-19 pandemic situation, the Company quickly instituted measures to trace all employees and be assured of their safety, health and well-being. Keeping in view the safety of our employees and in line with the guidelines issued by the Government, the offices were closed and the employees were shifted to an entirely new ''work-from-home'' model.

Your Company, which is already in losses since last many years, is taking all necessary measures in terms of mitigating the impact of the challenges being faced due to the pandemic and accrued losses and is working hard to come out of the red and start doing some business at the earliest.

Transfer to Reserves

The Company has not transferred any amount to General Reserve in the current year.

Business Review/State of the company''s affairs

During the year under review, we earned revenue by making the company profitable as compared to the loss of March'' 2022. We improved our visibility during this time period, by becoming one of the better-known export trading companies in India. This was achieved through meticulous planning, relentless sales and astute budgeting. We also established a great network with buyers, traders, manufacturers, shipping forwarders and CHAs, which will be of great use to us in the near future.

Dividend

Your Directors do not recommend any dividend during the year.

Subsidiary Company

The Company does not have any subsidiary.

Directors'' Responsibility Statement

Pursuant to the provisions of sub-section (5) of Section 134 of the Companies Act, 2013, the Directors of your Company, to The best of their knowledge and ability, confirm:

â¢ that in the preparation of annual accounts, the applicable accounting standards have been followed along with explanation relating to material departures;

â¢ 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 as on March 31, 2023 and

of the profit / loss of the Company for that period;

â¢ that proper and sufficient care has 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;

â¢ that the annual accounts have been prepared on a going concern basis;

â¢ that internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively;

â¢ that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Capital/ Finance

During the year under review, there were enhancement & re classification in capital of the Company. As on 31^st March, 2023, the capital break-up of the Company is as under:

i) Authorised Capital: Rs. 51,00,00,000 (Rupees Fifty One Crores only) divided into 5,10,00,000 (Five Crore Ten Lakh) Equity Shares of INR 10/- (Rupees Ten Only) each.

Note:

a) During the year Authorized Share Capital of the Company has been reclassified as mentioned below after taking Shareholders Approval in the Extra Ordinary General Meeting held on 28th Day of December, 2022:

The Authorized Share Capital of the Company from its present Authorized Share Capital of INR 25,00,00,000 (Rupees Twenty Five Crores only) divided into 2,00,00,000 (Two Crore) Equity Shares of INR 10/- (Rupees Ten only) each and 5,00,000 (Five Lakh) Preference Shares of INR 100/- (Rupees One Hundred only) each to INR 25,00,00,000/- (Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of INR 10/- (Rupees Ten only) each on reclassification of 5,00,000 (Five Lakh) Preference Shares of INR 100/- (Rupees One Hundred only) to 50,00,000 (Fifty Lakh) Equity Shares of INR 10/-(Rupees Ten only) each of the Company.

b) During the year the Authorized Share Capital of the Company has been increased as mentioned below after taking the Shareholders approval in the Extra Ordinary General Meeting held in 28^th Day of December, 2022

The existing Authorised Share Capital of the Company of INR 25,00,00,000 (Rupees Twenty Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of INR 10/- (Rupees Ten only) each hereby increased to INR 51,00,00,000 (Rupees Fifty One Crores only) divided into 5,10,00,000 (Five Crore Ten Lakh) Equity Shares of INR 10/- (Rupees Ten only) each by creating additional 2,60,00,000 (Two Crores Sixty Lakh) Equity Shares of INR 10/- (Rupees Ten Only) each ranking Pari Passu in all respects with the existing Equity Shares of the Company."

ii) Issued, subscribed and fully paid up share capital: Rs. 16,90,00,000/-, divided into 1,69,00,000 Equity shares of Rs.10/- each.

Note: During the year under review the Company has allotted 1,86,26,000 (One Crore Twenty Six Thousands )Convertible Equity Share Warrants on preferential basis at face value of Rs. 10 each to Promoter, Non Promoter/ Public in Dematerialized format after taking the in principle approval from BSE Limited vide their letter ref: LOD/PREF/JR/FIP/3026/2022-23 dated 16^thJanuary, 2023 and further also in accordance with the terms and conditions of the Private Placement Offer document dated 16^thJanuary, 2023

Directors and Key Managerial Personnel

Composition: During the year the Board comprises 5 (Five) Directors of which Two are non-executive Independent Directors and the others are non-executive non-independent Directors.

Appointment/ resignation of Board of Directors and/or Key Managerial Personnel:

There are changes in the Directorship and the Key Managerial Personnel of the Company since the last Annual General meeting.

Name of the Directors	Designation	Date of Appointment	Date of Resignation
Arun Seth	Non-Executive - Non Independent Director	30-09-2022	15-06-2022
Kamalapati Kashyap	Non-Executive - Non Independent Director	21-07-2019	16-06-2022
Vidya Chhabra	Non-Executive - Non Independent Director	21-07-2019	15-06-2022
Seema Salwan	Non-Executive - Independent Director	14-08-2019	24-06-2022
Siddheshwar Kumar Upadhyay	Non-Executive - Independent Director	28-09-2019	15-06-2022
Dinkar Sharma	Company Secretary & Compliance Officer	11-09-2009	17-06-2022
Rakesh Kumar Bhatnagar	Chief Financial Officer	01-03-2015	17-06-2022
Pankajkumar Singh	Chief Executive Officer	01-06-2018	17-06-2022
Mayank Suresh Jolly	Non-Executive - Non Independent Director	20-04-2022	-
Mitesh Surendrasinh Rajput	Non-Executive - Non Independent Director	20-04-2022	-
Irfan Qureshi	Non-Executive - Non Independent Director	20-04-2022	-
Manisha K. Rajput	Chief Financial Officer	20-06-2022	_-
Aditya V. Patel	Non- Executive- Independent Director	12-08-2022	-
Nidhi Bansal	Non- Executive- Independent Director	12-08-2022	-
Bhavesh Dave	Chief Executive Officer	29-11-2022	-

Mayank Agarwal	Company Secretary Cum Compliance Officer	05-09-2022	15-09-2022
Mrugesh A. Vyas	Company Secretary Cum Compliance Officer	15-09-2022	-

Declaration hv Independent Directors: Pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulationsâ), the Company has received declaration from both the Independent Directors of the Company confirming their compliance with the criteria of independence and their independence from the management. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board both the Independent Directors of the Company, possess requisite qualifications, experience and expertise and hold highest standards of integrity.

Number of Meetings of the Board

15 (Fifteen) meetings of the Board were held during the year Financial Year 2022-23. Details of the Meetings are as mentioned below:

Sr. No.	Date of Board Meeting	No. of Directors entitled to attend meeting	No. of Directors who have attended the meeting Including Independent Directors
01	20-04-2022	05	05
02	30-05-2022	08	03
03	17-06-2022	08	03
04	20-06-2022	03	03
05	24-06-2022	03	03
06	28-06-2022	03	03
07	30-06-2022	03	03
08	21-07-2022	03	03
09	12-08-2022	03	03
10	05-09-2022	05	05
11	15-09-2022	05	05
12	10-11-2022	05	05
13	29-11-2022	05	05
14	27-01-2023	05	05
15	01-02-2023	05	05

All the Directors attending the meeting actively participated in the deliberations at these meetings. The intervening gap between any two meetings was with the period prescribed under the Companies Act, 2013 and the SEBI (LODR), 2015. More details of the Board meetings have been provided in the Report on Corporate Governance.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, Schedule IV of the Act and SEBI (LODR) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBIâ). The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRCâ) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, held on 01^st Day of February, 2023 performance of non-independent directors and the performance of Board as a whole was evaluated. The same was discussed in the board meeting that followed the meeting of the independent Directors.

Policy on Directors'' appointment and remuneration and other details

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors'' report.

Internal Financial Control Systems and their adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis which forms part of this report.

Statutory Auditors

M/S Gupta Garg & Agrawal, Chartered Accountants, Noida, Delhi, and FRN: 505762C has resigned on 14-08-2023 to conduct St. Audit of the Company for F.Y. 2023-24 who were appointed at 34^th Annual General Meeting for a tenure of 5 years. Hence, New St. Auditor is required to appoint. The Chairman has received Consent Letter from M/S Manoj Acharya & Associates, Chartered Accountants, Ahmedabad, and FRN: 114984W on 14-08-2023. Board of Directors of the Company has accepted the resignation from the previous St. Auditor in the Board Meeting held on 14-08-2023 and also accepted the Consent Letter received from M/s Manoj Acharya & Associates, Chartered Accountants, Ahmedabad in the Board meeting held on 14-08-2023 subject to approval taken from the Shareholders of the Company at 35^th Annual General Meeting.

M/s Manoj Acharya & Associates, Chartered Accountants, Ahmedabad, FRN: 114984W will be appointed as St. Auditor of the Company to conduct St. Audit of F.Y. 2023-24,2024-25,2025-26,2026-27,2027-28 whose tenure will be start from the conclusion of

35^th Annual General Meeting and will be completed at the 40^th Annual General Meeting of the Company subject to ratification by members in every Annual General Meeting, on such remuneration as may be mutually agreed upon between the Statutory Auditor , Audit Committee and Board of Directors of the Company plus reimbursement of out of pocket expenses, travelling expenses & other Gvt. Expenses.

Internal Auditors

The Company had appointed M/s Agarwal Akshay & Associates., Chartered Accountants, Ahmedabad, vide FRN: 015592C as Internal Auditors of the Company for the financial year 2022-23 in the board meeting held on 05^th day of September, 2022. M/s Agarwal Akshay & Associates., Chartered Accountants, Ahmedabad, vide FRN: 015592C has been re-appointed as Internal Auditor of the Company for the financial year 2023-24 in the Board meeting held on 14-08-2023.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s HDS & Associates, Practicing Company Secretaries, Ahmedabad, to conduct the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report forms part of this report.

Auditors'' Report and Secretarial Auditors'' Report - Explanation and Comments

The reports of Statutory auditors and that of the Secretarial Auditors are self-explanatory and do not require further comments.

Audit Committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

Material Change

During the Financial year below mentioned material Changes were made:

01. During the year the Company has been taken over from the old Management to new management on 6th May, 2022 by executing Take over process as per The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

02. Change of Company''s Name

The Company''s Name was changed from IO SYSTEM LIMITED to TRANS INDIA HOUSE IMPEX LIMITED

03. Change in main Business Activity carried out by the Company are as mentioned below:

''To Carry on the business of exporters, importers, buyers, sellers, traders, processors, packaging, re-packaging, merchant traders, cultivators, mediators'' broker, agents, export house, consignments agents, marketing agents, commission agents, distributors, suppliers, freight service traders, factors, stockiest, advisors, partner of and dealers in all kind of industrial consumer products (both durable and non-durable), specialized in trading of all kind of ceramics and its products, textiles, oil, fuels, dehydrated products and intermediate products of any kinds of merchandise goods including ferrous and nonferrous items in particular and commodities and services and to do all such other acts and things which are conducive to the aforesaid business and/ or ancillary or incidental to the same."

04. During the year the Company has issued 1,86,26,000 (One Crore Eighty-Six Lakh and Twenty-Six Thousand) Convertible Equity Warrants at a price of INR10/- per Warrant which is at par of the face value on preferential allotment basis vide Special resolution passed in the Extra Ordinary General meeting held on 28-12-2022.

05. During the year the Company has shifted its registered office from Office No. 1109, Corporate Park Tower, A/1, Plot No. 7A/1, Sector 142, Noida, Gautam Buddha Nagar - 201301, Uttar Pradesh to B-1101, Titanium Square, B/h Sarveshwar Tower, Opp. B. M. W. Show Room, Thaltej, Ahmedabad - 380054, Gujarat vide Special resolution passed in the Extra Ordinary General meeting held on 28-12-2022, subject to approval from the Regional Director (R.D)).

Corporate Governance

As per Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate section on Corporate Governance together with a certificate from the practicing Company Secretary confirming compliance is set out in the Annexure forming part of this report. A compliance Certificate on Corporate Governance as per Chapter IV of SEBI (LODR) Regulations, 2015, issued by M/s HDS & Associates, Practicing Company Secretaries, forms part of this Report.

Certificate of Non-disqualification of Directors

A Certificate of non-disqualification of Directors pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of SEBI (LODR) 2015 obtained from M/s HDS & Associates, Practicing Company Secretaries, forms a part of this report

Risk Management

The Board of the Company has formed a risk management policy. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

Transactions with related parties

All transactions entered into with Related parties as defined under Companies Act, 2013 and SEBI (LODR) Regulations, 2015, during the Financial Year were in the ordinary course of business and on arms'' length basis and do not attract provisions of Section 188 of the Companies Act, 2013. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form AOC-2 and the same forms part of this report.

Corporate Social Responsibility (CSR) Policy

The provisions regarding formation / constitution of CSR Committee prescribed under Section 135 of the Companies Act, 2013 are presently not applicable to the Company.

Extract of Annual Return

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure II in the prescribed Form MGT- 9, which forms part of this report.

Particulars of Employees

a) Details as per Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 :

â¢ No employee was paid remuneration in excess of Rs.8.50 Lacs per month (if employed for a part of the year) or Rs.1.02 Crores per annum (if employed throughout the year) during 2022-23 and hence there is no disclosure requirement as per Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

â¢ No employee of the Company, if employed throughout the financial year or part thereof, was in receipt of remuneration during the financial year 2022-23 which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

b) Details as per Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

S.No.	Particulars	Remarks
1.	The ratio of the remuneration of each director to the median remuneration of the employees of the Company during the Financial year.	Not comparable as at present there is no director of the Company, who is drawing any remuneration from the Company, except the sitting fee paid to Independent Directors.
2.	The percentage increase in remuneration of each Director, Chief Financial Officer (CFO). Executive Officer, Company Secretary or Manager, if any, in the financial year.	NIL
3.	The percentage increase in median remuneration of the employees in the financial year.	There are no other employees in the Company except KMP''s mentioned above.
4.	The number of permanent employees on rolls of the Company.	9
5.	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration.	Since, there are no employees other than the KMPs of the Company, such comparison is not possible and there has been no increase in their salaries.
6.	Affirmation that the remuneration is as per the Remuneration policy of the Company.	Yes.
7.	The explanation on the relationship between average increase in remuneration and company performance	Not comparable as the Company did not carry any business activity during the year.
8.	Comparison of the remuneration of the key managerial personnel against the performance of the Company:	Not comparable as the Company did not carry any business activity during the year. However, the increase in salaries was made considering the inflation and other indices prevalent.

Vigil Mechanism

The Company has implemented a Vigil Mechanism (Whistle Blower Policy) and is posted on the Company''s website i.e. www.tihil.co.in and no person is denied access to the Audit Committee.

Cost Records

The maintenance of cost records has not been specified by the Central Government under Section 148(1) of the Companies Act, 2013 for the business activities carried out by the Company. Thus reporting under Clause 3(vi) of the order is not applicable to the Company.

Dematerialization

The equity shares of the Company are being compulsorily traded in dematerialized form. As on 31st March 202 3, 1,63,28,800 shares of the Company have been dematerialized representing 96.62% of the total equity Share Capital of the Company.

Secretarial Standards

The Directors state that applicable secretarial standards, i.e. SS- 1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

Other Disclosure requirements

- The corporate governance report with auditors'' certificate thereon and management discussion and analysis are attached, which form part of this report.

- The extract of the Annual Return of the Company is annexed herewith and forms an integral part of this Report.

- Details of the familiarization programme of the independent directors are available on the website of the Company.

- Policy on dealing with related party transactions is available on the website of the Company.

Deposits from public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Conservation of energy, technology absorption, foreign exchange earnings and outgo (a) Conservation of energy

Energy Conservation measures taken

2.	Additional investments & proposals, if any, being implemented for	Since there is no manufacturing
	reduction of consumption of energy.	activity in the Company, therefore,
3.	Impact of above measures for reduction of energy consumption and	there is no scope for energy
	consequent impact on production of goods.	consumption and its conservation.
4.	Total energy consumption and energy consumption per unit of production.

(b) Technology Absorption

1	Specific areas in which R&D is carried out	NIL
2	Benefits derived as a result	N/a
3	Future plan of action	Not required as of now
4	Expenditure on R&D	NIL

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has in place Sexual Harassment Policy and an Internal Complaints Committee in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All the employees (permanent, contractual, temporary, trainees) are covered under this Policy. This policy provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year, the Company has complied with the provisions of Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013 read with Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Rules, 2013 and has formed necessary committees During the year under review, the number of complaint(s) received were Nil.

Cautionary Statement

Statements in the Board''s Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable laws. Actual results may differ materially from those expressed in the statement.

Board''s Comment of Audit report

1. The Company has defaulted in payment of Interest on Loan: - NIL Comment by Board: NIL

2. Material Uncertainty related to Going concern: - NIL Comment by Board: NIL

Appreciation

Your Company expresses its appreciation for the continued co-operation of the Statutory Authorities, Banks and employees of the Company. Your Company also wishes to thank all its stakeholders for their contribution and support throughout the year and look forward to their continued support in future.

On behalf of the board of directors, For TRANS INDIA HOUSE IMPEX LIMITED,

Dated: 05^th September, 2023

Place: NOIDA Sd/-

Mayank S. Jolly Director DIN: 09366175

Sd/-

Irfan Qureshi Director DIN: 09494589

Sd/-

Mitesh S. Rajput Director DIN: 06772154

Mar 31, 2015

Dear Members,

On behalf of the Board of Directors, it is our pleasure to present the 27th Annual Report together with the Audited Statement of Accounts of IO SYSTEM LIMITED ("the Company") for the year ended March 31, 2015.

Financial Performance

The summarized results of your Company are given in the table below.

(Amount in Rs.)

PARTICULARS 31.03.2015 31.03.2014

Total Income 23,877 5,847

Profit/(loss) before Interest, Depreciation & Tax (EBITDA) (52,05,511) (52,53,969)

Finance Charges 28,34,280 30,11,956

Depreciation 24,399 9,551

Net Profit/(Loss) After Tax (52,29,910) (52,63,520)

Profit/(Loss) brought forward from previous year (19,59,82,038) (19,07,18,518)

Profit/(Loss) carried to Balance Sheet (20,12,11,948) (19,59,82,038)

*previous year figures have been regrouped/rearranged wherever necessary.

Summary of Operations

During the year under review, your company only earned through other income which stood at 23,877/- as compared to that of Rs.5,847/-. The Company incurred a loss of Rs.52.30 lacs during the year as compared to a loss of Rs.52.63 lacs during the the previous year.

Business Review/State of the company's affairs

During the year under review, the Company did not carry on any business. This was mainly due to the fact that the Company has been incurring losses for the past many years and is yet to overcome the same.

However, considering the opportunities now available in the industry your company has been operating, viz., office automation industry, your Directors are optimistic that the Company is expected to do better in the years to come.

Dividend

In view of the losses incurred during the year and also in view of the losses incurred in previous years, your Directors do not recommend any dividend.

Subsidiary(ies), Associate(s), Joint Venture(s)

The Company does not have any subsidiary(ies), associate(s), joint venture(s). However, the Company continues to be the subsidiary of Smart Entertainment Private Limited.

Directors' Responsibility Statement

Pursuant to the provisions of sub-section (5) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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; and

(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.

Capital/ Finance

During the year under review, there was no enhancement or reduction in capital of the Company. As on 31st March, 2015, the capital break up of the Company is as under :

1. Authorized Capital : Rs. 25,00,00,000/-, divided into 2,00,00,000 Equity Shares of Rs.10/- each and 5,00,000 Preference Shares of Rs.100/- each.

2. Issued, subscribed and fully paid up share capital : Rs. 16,90,00,000/-, divided into 1,69,00,000 Equity shares of Rs.10/- each.

Directors and Key Managerial Personnel

Pursuant to the provisions of Section 149 of the Companies Act, 2013, which came into effect from April 1, 2014, Mr. Ramesh Chandra Agarwal and Mr. Satish Kumar Gupta, were appointed as independent directors at the annual general meeting of the Company held on September 29, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

Also pursuant to the provisions of Section 149(1) of the Act, Ms. Gunjan Arora was appointed as a non-executive woman Director of the Company. The resolutions seeking approval of the Members for the appointment of Ms. Gunjan Arora have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about her. The Company has received a notice under Section 160 of the Act along with requisite deposit proposing the appointment of Ms. Gunjan Arora.

Mr. Arun Seth continues to be on Board as a Non-Independent Director and is liable to retire by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Dinkar Sharma continues to be the Company Secretary and compliance officer of the company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Gopal Singh Negi was appointed as Chief Executive Officer (CEO) of the Company with effect from 1st June, 2015. Mr. Rakesh Kumar Bhatnagar was appointed as Chief Financial Officer (CFO) of the Company with effect from 1st March, 2015.

During the year Mr. Ravi Garg and Mr. Munish Garg were appointed as CEO and CFO of the Company, respectively, with effect from 14th August, 2014. However, Mr. Munish Garg resigned from the Office of CFO with effect from 29th September, 2014 and Mr. Ravi Garg resigned from the office of CEO with effect from 15th December, 2014.

Number of Meetings of the Board

Four meetings of the Board were held during the year. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this report.

Board Evaluation

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

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

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, held on 31st March, 2015, performance of non-independent directors, performance of the board as a whole was evaluated, taking into account the views of all the directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

Policy on Directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

Internal Financial Control Systems and their adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis which forms part of this report.

Audit Committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

Statutory Auditors

The current Statutory Auditors of the Company, M/s Gupta Garg & Agrawal, Chartered Accountants, retire at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment. The audit committee has recommended their appointment.

Internal Auditors

The Company had appointed M/s. RBAS & Associates, Chartered Accountants, Delhi, as Internal Auditors of the Company for the financial year 2014-15.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s S K Batra & Associates, Company Secretaries, New Delhi, to conduct the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report is annexed to this report.

Material Change

There is no material change or commitments after the closure of the financial year.

Auditors' Report and Secretarial Auditors' Report

The Auditors' Report and Secretarial Auditors' Report (which form part of this annual report) are self explanatory and do not contain any qualifications, reservations or adverse remarks. However, as observed by the Statutory Auditors and Secretarial Auditors, the company has incurred losses over the last few years and as a result the entire capital of the company has been eroded. Also, the company incurred cash loss of Rs. 52.06 lacs during the year as against cahs loss of Rs. 52.54 lacs during the previous year. Presently the company is not carrying on any business activity since last few years due to recession and other factors and your Director are exploring the opportunities to revive the company.

Risk Management

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

Transactions with related parties

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

Corporate Social Responsibility (CSR) Policy

The provisions regarding formation / constitution of CSR Committee prescribed under Section 135 of the Companies Act, 2013 are not applicable to the Company and once the said provisions become applicable to the Company, the Board of Directors of the Company shall accordingly constitute / form a CSR Committee

Extract of Annual Return

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure II in the prescribed Form MGT- 9, which forms part of this report.

Cash Flow Statment

In conformity with the provisions of Clause 32 of the listing agreement cash flow statement for the year ended 31st March, 2015 is attached.

Particulars of employees

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

A. No employee was paid remuneration in excess of Rs.5 Lacs per month or Rs.60 lacs per annum during 2014-15 and hence there is no disclosure requirement as per Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

B. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year: This is NIL as none of the Directors of the Company has received any remuneration from the Company except for a sitting fee for independent Directors.

C. Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.

Name of the Employee* Designation Remuneration for FY Remuneration for FY % change 2014-15 2013-14

Gopal Singh Negi CEO N/a since he was appointed w.e.f. 1st June, 2015 N/a

Rakesh Kumar Bhatnagar CFO 46,220 Nil (appointed w.e.f N/a 1.3.2015)

Dinkar Sharma Company Secretary 9,93,600 9,93,600 No Change

*No remuneration was paid to any of the Directors of the Company during the Financial Year 2014-15 except for the sitting fee paid to independent Directors.

D. Number of Permanent Employees on roll of the Company : There were two employees on the rolls of the Company as on 31st March, 2015. However, as on the date of this report, there are three employees on the rolls of the Company.

E. The explanation on the relationship between average increase in remuneration and Company performance:

Since there has been no increase in the remuneration and the Company did not carry on any operations during the year, the comparison is not feasible.

F. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Since the Company did not carry on any operations during the year, such comparison is not feasible.

G. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars March 31, 2015 March 31, 2014 % Change

Market Capitalization 4.95 Crores 4.08 Crores 0.09

Price Earning (PE) Ratio*

* Since the Company incurred losses in these years, the P/E ratio cannot be computed and compared.

H. Percentage increase / decrease in market quotations of the shares of the Company in comparison with the last public offer: Not applicable as the last public offer was made more than 2 decades back and the data would be incomparable.

I. Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year - Nil as Company does not have any employee except Key Managerial Personnel.

J. Percentage increase in the managerial remuneration - Not applicable as there was no increase in remuneration.

K. Comparison of the above and justification thereof - Not Comparable

L. Point out if there is any exceptional circumstances for increase in the managerial remuneration - None M. Key parameters for any variable component of remuneration availed by the Directors - Not Applicable as no remuneration was paid to any of the Director.

N. Ratio of remuneration of the highest paid director of that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable as no remuneration was paid to any of the Director.

O. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company.

Disclosure requirements

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report.

Details of the familiarization programme of the independent directors are available on the website of the Company (www. iosystem.co.in).

Policy on dealing with related party transactions is available on the website of the Company (www.iosystem.co.in).

Vigil Mechanism

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (www.iosystem.co.in).

Significant and Material Order passed against the Company

There is no significant and material order passed against the company by any regulator or court or tribunal impacting the going concern status and company's operations in future.

Deposits from public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

(a) Conservation of energy

(i) the steps taken or impact on conservation of energy Since there is no manufacturing activity

(ii) the steps taken by the company for utilizing alternate sources of in the Company, therefore, there is no energy scope for energy consumption and its

(iii) the capital investment on energy conservation equipments conservation.

(b) Technology absorption

(i) the efforts made towards technology absorption Nil

(ii) the benefits derived like product improvement, cost reduction, Nil

product development or import substitution (iii) in case of imported technology (imported during the last three No such technology was used by the years reckoned from the beginning of the financial year)- Company during the year.

(a) the details of technology imported

(b) the year of import;

(c) whether the technology been fully absorbed

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and Development Nil

(c) Foreign exchange earnings and Outgo : There was no foreign exchange earning or outgo during the year.

Appreciation

The Company expresses its appreciation for the continued co-operation of the Statutory Authorities both State and Central, Banks & Financial Institutions. Your Company also wishes to thank all employees for their contribution and support throughout the year.

For and on Behalf of the Board of Directors,

For IO System Limited,

Place : Noida

Date : 14th August, 2015 Gunjan Arora Arun Seth Director Director

DIN:07134573 DIN:00007895

Mar 31, 2014

Dear members,

The Board of Directors of your Company have pleasure in placing before the Members the 26th Annual Report together with the audited Statement of Accounts of the Company for the financial year ended on March 31, 2014.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars Year Ended Year Ended March 31, 2014 March 31, 2013

Sales and other Income Nil Nil (Net of Excise Duty)

Profit / (Loss) before (52,53,969) (41,96,391) Depreciation & Interest

Less: Depreciation 9,551 7,896

Profit / (Loss) for the year (52,63,520) (42,04,287) before Taxation

Profit / (Loss) for the year (52,63,520) (42,04,287) after Taxation

Balance brought forward from (19,07,18,518) (18,65,14,231) previous year

Profit / (Loss) at the end of (19,59,82,038) (19,07,18,518) the year

OPERATING RESULTS

During the year under review, your Company incurred a loss of 52.63 lakhs during the year under review. Your Directors are of the view that the Company is expected to do better in the years to come.

DIVIDEND

Your Directors do not recommend any dividend for the year under review in view of the losses incurred in the previous financial years.

FIXED DEPOSITS

Your Company has not accepted any fixed deposit during the period under review within the meaning of Section 58-A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

Pursuant to the provisions of the Companies Act the term of Mr. Arun Seth, as a Director of the Company, is going to expire at the ensuing Annual General Meeting due to retirement by rotation. Board recommends his re-appointment. However, Mr. Arun Seth, who was also the Manager of the Company, has resigned from the office of the Manager of the Company with effect from 14th August, 2014.

Shri Ramesh Chandra Agarwal and Shri Satish Kumar Gupta, are holding office as Independent Directors of the Company and in accordance with the provisions of the Companies Act, 2013, they are being reappointed as Independent Directors of the Company with effect from 29th September, 2014 to hold office for a term of five years, i.e., upto 28th September, 2019.

There was no other change in the Directorship of the Company during the year under review.

SUBSIDIARIES

The Company does not have any subsidiary company(ies).

AUDITORS

M/s Gupta Garg & Agrawal, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a notice from them stating that if appointed; their appointment will be within the limits laid down under Section 224(1B) of the Companies Act, 1956.

INTERNAL AUDITORS

The Board of Directors in their meeting held on 14th August, 2014 have appointed M/s RBAS & Associates, Chartered Accountants, as the Internal Auditors of the Company for the year 2014-15.

CHIEF FINANCIAL OFFICER (CFO)

The Board of Directors of the Company in its meeting held on 14th August, 2014 has appointed Mr. Munish Garg, as the Chief Financial Officer (CFO) of the Company and designated him as the Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

CHIEF EXECUTIVE OFFICER (CEO)

The Board of Directors of the Company in its meeting held on 14th August, 2014 has appointed Mr. Ravi Garg, as the Chief Executive Officer (CEO) of the Company and designated him as the Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

AUDITORS'' REPORT

The observations made in the Auditors'' Report and Notes on Accounts are self- explanatory and do not require any explanation from the Directors.

LISTING AT STOCK EXCHANGE(s)

The Company continues to be listed at Mumbai, Delhi and U.P. Stock Exchanges. The Company also has obtained ISIN for trading in its securities in Demat Form through NSDL and CDSL. The shareholders are advised to take advantage of the said facility.

Since the shares of the Company continue to be listed at Bombay Stock Exchange having nationwide terminals, the Board of Directors in its meeting held on14th August, 2014 has resolved to delist the shares of the Company from U.P and Delhi Stock Exchanges.

CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

The Company is committed to follow the standards of good Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchange(s), the Report on Management Discussion & Analysis, Corporate Governance as well as the Auditor''s Certificate regarding Compliance of conditions of Corporate Governance forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the annual accounts for the period ended on March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 period and of the Profit or Loss of the Company for the period under review.

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

(iv) that the Directors have prepared the annual accounts for the period ended March 31, 2014 on a ''going concern'' basis.

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

Information as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 in respect of energy conservation, technology absorption and foreign exchange earnings and outgo are given in Annexure - A and forms part of this Report.

PERSONNEL

There is no employee covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to the Central Government, various State Governments and the Company''s Bankers for all the help and encouragement they extended to the Company. Your Directors would also like to acknowledge the continuous trust and confidence that the Customers and Shareholders have placed in this Company. Your Directors also place on record deep sense of appreciation for the services rendered by the officers and staff of the Company at all levels and for their dedication and loyalty.

For and on Behalf of the Board of Directors, For IO System Limited,

Place : Noida Date: 14th August, 2014 Arun Seth Chairman (DIN: 00007895)

Mar 31, 2013

The Members, I0 System Limited.

The Board of Directors of your Company have pleasure in placing before the Members the 24th Annual Report together with the audited Statement of Accounts of the Company for the financial year ended on March 31, 2013.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars Year Ended Year Ended March 31, 2013 March 31, 2012

Sales and other Income (Net of Excise Duty) Nil Nil

Profit / (Loss) before Depreciation & Interest (41,96,391) (35,26,199)

Less: Depreciation 7,896 4,593

Profit / (Loss) for the year before Taxation (42,04,287) (35,30,792)

Profit / (Loss) for the year after Taxation (42,04,287) (35,30,792)

Balance brought forward from previous year (18,65,14,231) (18,29,83,439)

Profit / (Loss) at the end of the year (19,07,18,518) (18,65,14,231)

OPERATING RESULTS

During the year under review, your Company incurred a loss of Rs. 42.04 lakhs. Your Directors are of the view that the Company is expected to do better in the years to come.

DIVIDEND

Your Directors do not recommend any dividend for the year under review in view of the losses incurred in the previous financial years.

FIXED DEPOSITS

Your Company has not accepted any fixed deposit during the period under review within the meaning of Section 58-A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

Pursuant to Section 255 & 256 of the Companies Act, 1956, the term of Mr. Arun Seth, as a Director of the Company, is going to expire at the ensuing Annual General Meeting due to retirement by rotation. Board recommends his re-appointment. There was no other change in the Directorship of the Company during the year under review.

SUBSIDIARIES

The Company does not have any subsidiary company(ies).

AUDITORS

M/s Gupta Garg & Agrawal, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a notice from them stating that if appointed; their appointment will be within the limits laid down under Section 224(1 B) of the Companies Act, 1956.

AUDITORS'' REPORT

The observations made in the Auditors'' Report and Notes on Accounts are self- explanatory and do not require any explanation from the Directors.

LISTING AT STOCK EXCHANGE(s)

The Company continues to be listed at Mumbai, Delhi and U.P. Stock Exchanges. During the year under review, the Company has also obtained ISIN for trading in its securities in Demat Form through NSDL and CDSL. The shareholders are advised to take advantage of the said facility.

CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

The Company is committed to follow the standards of good Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchange(s), the Report on Management Discussion & Analysis, Corporate Governance as well as the Auditor''s Certificate regarding Compliance of conditions of Corporate Governance forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the annual accounts for the period ended on March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 period and of the Profit or Loss of the Company for the period under review.

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

(iv) that the Directors have prepared the annual accounts for the period ended March 31, 2013 on a ''going concern'' basis.

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

Information as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 in respect of energy conservation, technology absorption and foreign exchange earnings and outgo are given in Annexure - A and forms part of this Report.

PERSONNEL

There is no employee covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to the Central Government, various State Governments and the Company''s Bankers for all the help and encouragement they extended to the Company. Your Directors would also like to acknowledge the continuous trust and confidence that the Customers and Shareholders have placed in this Company. Your Directors also place on record deep sense of appreciation for the services rendered by the officers and staff of the Company at all levels and for their dedication and loyalty.

For and on Behalf of the Board of Directors,

For IO System Limited,

Place : Noida

Date : 14th August, 2013 Arun Seth

Chairman

Mar 31, 2012

The Board of Directors of your Company have pleasure in placing before the Members the 24th Annual Report together with the audited Statement of Accounts of the Company for the year ended on March 31, 2012.

FINANCIAL RESULTS

(Rs. in Lacs) Particulars Year Ended Year Ended March 31, 2012 March 31, 2011

Sales and other Income (Net of Excise Duty) 2.28 0.22

Profit/(Loss) before Depreciation & Interest (35.26) (89.69)

Less: Depreciation 0.04 0.03

Profit/(Loss) for the year before taxation (35.30) (89.72)

Profit/(Loss) for the year after taxation (35.30) (89.72)

PERFORMANCE REVIEW

During the year under review, the total turnover (sales and other income) of the company was Rs. 2.28 lacs as against Rs. 0.22 lacs during the previous financial year and the company recorded a net loss of Rs. 35.30 Lacs as against a net loss of Rs. 89.72 Lacs during the previous financial year. The Company did not carry on any business activity during the year and has not commenced any new business activity. The other income mainly included interest on FDR.

DIVIDEND

Your Directors do not recommend any dividend for the year under review in view of the losses incurred.

FIXED DEPOSITS

Your Company has not accepted any fixed deposit during the period under review within the meaning of Section 58-Aof the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

There was no change in the Directorship of the Company during the year under review. Mr. R C Agarwal retires by rotation at the ensuing Annual General Meeting. Mr. R C Agarwal, being eligible, has been proposed for re-appointment.

Pursuant to Section 269 of the Companies Act, 1956, Mr. Arun Seth was re-appointed as Manager, whose term of appointment as Manager expired on 19th April, 2012, w.e.f 20th April, 2012, subject to shareholdersÃ approval in the forthcoming Annual General Meeting.

Brief resume of the Director & Manager being re-appointed together with other relevant details form part of the Notice of the ensuing Annual General Meeting. The Board recommends their re-appointment.

AUDITORS

M/s Gupta Garg & Agrawal, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a notice from them stating that if appointed, their appointment will be within the limits laid down under Section 224(1 B) of the Companies Act, 1956.

AUDITORSÃ REPORT

The observations made in the AuditorsÃ Report and Notes on Accounts are self- explanatory and, therefore, do not call for further comments under Section 217 of the Companies act, 1956.

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

The additional information under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of ' particulars in the Report of Board of Directors) Rules, 1988 in respect of energy conservation and technology absorption is marked as Annexure A and forms integral part of this report.

During the year there was no foreign exchange earnings or outgo.

LISTING AT STOCK EXCHANGE(s)

The Company continues to be listed at Uttar Pradesh, Delhi and Mumbai Stock Exchanges. The Annual Listing Fee for the year 2012-13 has been paid to the stock exchanges.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis Report is presented in the separate Section and is marked as Annexure B and forms and integral part of the Directors Report.

CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

The Company is committed to follow the standards of good Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the detailed report on Corporate Governance as well as the Certificate confirming compliance of the conditions of Corporate Governance from the Auditors of the Company is annexed to the report on Corporate Governance.

DIRECTORSÃ RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the Annual accounts for the year ended on March 31,2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 period and of the profit or loss of the Company for the period under review;

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

(iv) that the Directors have prepared the Annual accounts for the period ended March 31, 2012 on a Ãgoing concernÃ basis. PERSONNEL

There is no employee covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation for the co-operation received from the Central Government, various State Governments, Reserve Bank of India and the Bankers of the Company for all the help and encouragement they extended to the Company. Your Directors would also like to acknowledge the continuous trust and confidence that the Customers and Shareholders have placed in this Company.

For and on Behalf of the Board of Directors, For IO System Limited,

Place : Noida

Date : 30th May, 2012 Arun Seth

Chairman & Manager

Mar 31, 2010

The Board of Directors of your Company have pleasure in placing before the Members the 22nd Annual Report together with the audited Statement of Accounts of the Company for the financial year ended on March 31, 2010.

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars Year ended Year ended

March 31, 2010 March 31, 2009

Sales and other Income (Net of Excise Duty) 122.50 0.43

Profit / (Loss) before Depreciation & Interest 49.06 (18.66)

Less: Depreciation 0.72 1.40

Interest 35.21 14.96

Prior period Income/Expenses 0.28 0.00

Profit / (Loss) for the year before Taxation 13.41 (35.03)

Profit / (Loss) for the year after Taxation 13.41 (35.08)

Balance brought forward from previous year (1753.52) (1718.44)

Profit / (Loss) at the end of the year (1740.11) (1753.52)

OPERATING RESULTS

During the year under review, the total turnover (sales and other income) of the Company was Rs.122.50 lacs as against Rs. 0.43 lacs during the previous financial year and the Company recorded a net profit of Rs. 13.41 lacs as against a net loss of 35.08 lacs during the previous financial year. The Company was not carrying on any business during the year and has not commenced any new business activity. The other income mainly included profit on sale of land and capital gains on sale of investments.

DIVIDEND

Your Directors do not recommend any dividend for the year under review in view of the losses incurred in the previous financial years.

FIXED DEPOSITS

Your Company has not accepted any fixed deposit during the period under review within the meaning of Section 58-A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

Pursuant to Section 255 & 256 of the Companies Act, 1956, the term of Mr. Arun Seth, as a Director of the Company, is going to expire at the ensuing Annual General Meeting due to retirement by rotation. Board recommends his re-appointment. There was no other change in the Directorship of the Company during the year under review.

SUBSIDIARIES

The Company does not have any subsidiary company(ies).

AUDITORS

M/s Gupta Garg & Agrawal, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a notice from them stating that if appointed, their appointment will be within the limits laid down under Section 224(1 B) of the Companies Act, 1956.

AUDITORS REPORT

The observations made in the Auditors Report and Notes on Accounts are self- explanatory and do not require any explanation from the Directors.

LISTING AT STOCK EXCHANGE(s)

The Company continues to be listed at Mumbai, Delhi and U.P. Stock Exchanges.

CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

The Company is committed to follow the standards of good Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchange(s), the Report on Management Discussion & Analysis, Corporate Governance as well as the Auditors Certificate regarding Compliance of conditions of Corporate Governance forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the annual accounts for the period ended on March 31, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 period and of the Profit or Loss of the Company for the period under review.

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

(iv) that the Directors have prepared the annual accounts for the period ended March 31, 2010 on a going concern basis.

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

Information as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 in respect of energy conservation, technology absorption and foreign exchange earnings and outgo are given in Annexure - A and forms part of this Report.

PERSONNEL

There is no employee covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to the Central Government, various State Governments and the Companys Bankers for all the help and encouragement they extended to the Company. Your Directors would also like to acknowledge the continuous trust and confidence that the Customers and Shareholders have placed in this Company. Your Directors also place on record deep sense of appreciation for the services rendered by the officers and staff of the Company at all levels and for their dedication and loyalty.

For and on Behalf of the Board of Directors For IO System Limited

Place: Noida

Date : August 12, 2010

sd/-

(ARUN SETH)

CHAIRMAN

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