Your Directors have pleasure in presenting their Annual Report of the Company together with the Audited Statements of Accounts for theFinancial Year ended 31st March, 2025.
Your Director’s delightfully presents the 13th Annual Report on the business and operation of the Company together with the AuditedFinancial Accounts for the year ended 31st March, 2025.
Particulars
Standalone
Consolidated
Financial yearended March31, 2025
Financial yearended March31, 2024
Revenue from Operations
5,403.10
3,225.33
5,889.19
3,242.24
Other Income
22.19
11.30
23.95
Total Income
5,425.29
3,236.63
5913.14
3,253.54
Total Expenses
4,007.21
2,107.27
4330.68
2,220.94
Profit Before Interest, Tax & Depreciation
1,610.82
1,314.83
1,779.67
1,220.37
Less: Finance cost
87.19
143.40
Less: Depreciation
105.55
41.80
110.01
44.36
Profit before Exceptional items & Extraordinary Items
1,418.08
1,129.36
1,582.47
1,032.61
Exceptional items
-
18.50
Profit /(Loss) Before Tax
1,110.87
1,014.11
Less: Current Tax (including earlier years tax)
369.15
309.85
Less: Deferred Tax Asset / (Liability)
16.35
(0.39)
Profit after Tax
1,032.57
801.41
1,196.96
704.65
Earnings per share of Rs. 10/-
Basic and Diluted
14.76
15.00
17.11
13.19
On a consolidated basis, the revenue from operation includingother income for the financial year 2024-25 was Rs. 5,913.14(in lakhs), which is higher by 81.74% over the previous year’srevenue of Rs. 3253.54 (in lakhs). The profit after tax for thefinancial year 2025 stood at Rs. 1,196.96 (in lakhs) registeringthe growth of 69.87 % over the PAT of Rs. 704.65 (in lakhs) infinancial year 2024.
On a standalone basis, the revenue from operation includingother income for the financial year 2024-25 was Rs. 5,425.29(in lakhs), which is higher by 67.62 % over the previous year’srevenue of Rs. 3236.63 (in lakhs). The profit after tax for thefinancial year 2025 stood at Rs. 1032.57 (in lakhs) registeringthe growth of 28.84 % over the PAT of Rs. 801.41 (in lakhs) infinancial year 2024.
The above data has been extracted from the AuditedStandalone and Consolidated Financial Statements prepared
in accordance with the Generally Accepted AccountingPrinciples in India (‘Indian GAAP’) to comply with theAccounting Standards specified under Section 133 of the Actand the relevant provisions of the Act, as applicable. Yourdirectors are hopeful that the performance of the Companywill further improve in the coming years.
Considering the Company’s financial performance for theyear 2024-25, the Company has declared and paid an amountof Rs. 0.25 per equity share towards interim dividend for thefinancial year ended March 31, 2025.
On May 26, 2025, the Board of directors of Company hasproposed a final dividend of Re. 0.75 per equity share towardsfinal dividend for the financial year ended March 31, 2025,subject to the approval of shareholders at the ensuing AnnualGeneral Meeting to be held for the financial year 2024-25.
During the year, no amount was transferred to general reserve.
During the year under review, there have been no changes in
share capital of the Company.
Ý Buy Back of Securities: The Company has not boughtback any of its securities during the year under review.
Ý Sweat Equity: The Company has not issued any SweatEquity Shares during the year under review.
Ý Bonus Shares: No Bonus Shares were issued during theyear under review.
Ý Shares with differential rights: The Company has notissued any equity shares with differential rights duringthe year under review.
Ý During the year under review, the Company has not madeany provision of money for the purchase of, or subscriptionfor, shares in your Company or its holding Company,to be held by or for the benefit of the employees of theCompany and hence the disclosure as required underRule 16(4) of Companies (Share Capital and Debentures)Rules, 2014 is not required.
During the financial year under review, the Company
undertook several significant initiatives and achieved notable
milestones: -
a. The Company commissioned its self-owned integratedmanufacturing facility at Umbergaon, Gujarat, spreadacross of 2,00,000 sq. ft., which became partiallyoperational till financial year ended March 31, 2025enabling enhanced production scale and efficiency.
b. The Company strengthened its retail presence throughthe opening of a Company-owned showroom in Pune(~7,300 sq. ft.) and a large-format franchise outlet inHyderabad (~20,000 sq. ft.) and Jaipur (~6,500 sq. ft.).
c. The Company showcased its products andcapabilities at major international exhibitions andconferences, including:
i. Exotic Wedding Planning Conference 2025 (EWPC2025) (UAE); and
ii. Ambiente 2025 (Frankfurt, Germany).
d. Expanded into leading online marketplaces such asAmazon, Meesho, IndiaMART, and Myntra, therebyincreasing accessibility to a broader consumer base.
During the year under review, there was no change in thenature of the business of the Company.
The Equity Shares of the Company are listed on SME EmergePlatform of NSE Limited w.e.f. 23rd February, 2024. TheCompany is regular in payment of Annual Listing Fees. TheCompany has paid Listing fees up to the year 2024-25.
The Company being listed on the Small and MediumEnterprise Platform of National Stock Exchange of India Ltd(NSE) is exempted from provisions of Corporate Governanceas per Regulation 15 of Securities and Exchange Board ofIndia (Listing Obligation and Disclosure Requirements)Regulation, 2015. Hence no Corporate Governance report isdisclosed in this Annual Report for the financial year 2024-25.
It is pertinent to note that the Company follows Majority ofthe provisions of the Corporate Governance voluntarily.
During the year under review, the Company has not obtainedany credit rating from any credit rating agencies.
With the right balance of independent, executive, and non¬executive members, the board of the company is well-balancedand capable of making independent decisions on matters ofperformance and strategy. It also plays an indispensable partin board proceedings. The company’s board of directors ismade up of distinguished people with years of experienceand knowledge in their respective industries from a varietyof backgrounds. The board possesses 6 (six) directors as ofMarch 31, 2025, 3 (three) of whom act as executive directors,3 (three) are non-executive and independent directors. Themaximum tenure of the independent directors is in compliancewith the provisions of the Act.
None of the directors on the board holds the directorship inmore than 20 (twenty) companies and out of them none of thedirectors holds the directorship in more than 10 (ten) publiccompanies at a time, pursuant to Regulation 165 of the Act.
Details regarding our Board of Directors as on the date 31st March, 2025 are set forth in the table hereunder:
Name of directors
Designation
Original Date ofappointment
Date of appointment inCurrent Designation
DIN
Mr. Manish Mohan Tibrewal
Managing Director
30/07/2012
31/10/2022
05164854
Ms. Ekta Tibrewal$
Non- Executive Director
23/01/2025
01289275
Mr. Rajat Vijender Singhal*
Executive Director
30/09/2022
09660995
Mr. Rahul Jhunjhunwala**
07/08/2018
00527214
Chief Financial Officer
24/09/2024
Mr. Gopal Krishna Tharad
Independent Director
16/06/2023
07361902
Ms. Rupa Lachhiramka
08126792
Mr. Jatin Amareliya #
Company Secretary
28/12/2024
During the year under review, following changes took place: -
Ý $ The change in designation of Ms. Ekta Tibrewal from Executive Director to Non-Executive Director was approved by themembers of the Company through postal ballot w.e.f. January 23, 2025.
Ý * Mr. Rajat Vijender Singhal resigned from the position of Chief Financial Officer of the Company with effect from September23, 2024.
Ý ** Mr. Rahul Jhunjhunwala was appointed as Chief Financial Officer of the Company with effect from September 24, 2024.Further the change in designation of Mr. Rahul Jhunjhunwala from Non-Executive Director to Executive Director was approvedby the members of the company through postal ballot with effect from January 23, 2025.
Ý Further, Ms. Kuntal Sharma had resigned from the position of Company secretary cum Compliance Officer with effect from May31, 2024 and Ms. Tasneem Marfatia was appointed for the position of Company Secretary cum Compliance Officer on July 12,2024 and resigned from the said position on September 30, 2024.
Ý # Mr. Jatin Amareliya was appointed as Company Secretary cum Compliance Officer of the Company with effect from December28, 2024.
Pursuant to the provisions of Sections 149 and Section 152 read with Schedule IV and all other applicable provisions of the CompaniesAct, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Gopal Krishna Tharad (DIN: 07361902),Ms. Rupa Lachhiramka (DIN: 08126792), continue as Independent Directors of the Company.
The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of theCompanies Act, 2013 (the Act) that they meet the criteria of their independence laid down in Section 149(6) of the Act.
In terms of Section 152 of the Companies Act, 2013 Mr. Rahul Jhunjhunwala (DIN: 00527214), Director of the Company is liableto retire by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for re-appointment. The Boardrecommends re-appointment of Mr. Rahul Jhunjhunwala for the consideration of the Members of the Company at the forthcomingAGM. The relevant details including profile of Mr. Rahul Jhunjhunwala is included separately in the Notice of AGM. The Boardhereby confirms that Mr. Rahul Jhunjhunwala is not debarred from the holding the office of director pursuant to any SEBI order orany other authority.
The Board confirms that none of the Directors of the Company is disqualified from being appointed as Director in terms of Section 164of the Companies Act, 2013 and necessary declaration has been obtained from all the Directors in this regard.
During the year under review, 11 (Eleven) Board meetings were held. The Date of Board meeting are as follows:
28/05/2024
04/06/2024
12/07/2024
23/08/2024
30/09/2024
13/11/2024
23/12/2024
12/02/2025
13/03/2025
13. ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS AND THE LAST ANNUALGENERAL MEETING:
The attendance of the Directors at the Board Meeting and the Annual General Meeting held during the financial year 2024-25was as follows:
Name of Director
Board Meetingsattended duringthe financial year
Whetherattended lastAGM.
Other Directorshipsincluding this listedcompany
Other CommitteesMembership/ Chairmanshipincluding this listed company
7
Yes
3
1
Ms. Ekta Tibrewal
8
Mr. Rajat Vijender Singhal
10
2
0
Mr. Rahul Jhunjhunwala
9
4
14. SECRETARIAL STANDARDS RELATING TOTHE MEETINGS
The Institute of Company Secretaries of India (ICS I) hasestablished Secretarial Standards relating to the Meetings ofthe Board thereof and Annual General Meetings. Approvalof the Central Government under sub-section (10) of Section118 of the Companies Act, 2013 has been accorded to theSecretarial Standards (SS) namely SS-1 on Meetings of theBoard and SS-2 on General Meetings.
15. EXTRACT OF ANNUAL RETURN
In compliance with Section 92(3) and 134(3)(a) of the Act,Annual Return is uploaded on Company’s website and can beaccessed at www.inm.net.in.
16. PARTICULARS OF EMPLOYEES ANDREMUNERATION
Disclosures concerning the remuneration of Directors, KMPsand employees as per Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 is given in Annexure - I tothis Report. Your directors affirm that the remuneration paidto Directors, KMPs and employees is as per the remunerationpolicy of the Company.
No employee of the Company was in receipt of theremuneration exceeding the limits prescribed under Rule 5 (2)and (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, hence, not applicable tothe Company.
17. ANNUAL EVALUATION OF PEFORMANCEOF THE BOARD
Pursuant to the provisions of the Act, and SEBI ListingRegulations, 2015, the Nomination and RemunerationCommittee (“NRC”) and the Board has carried out theannual performance evaluation of the Board, its Committeesand individual Directors by way of individual and collectivefeedback from Directors. The Independent Directors have alsocarried out annual performance evaluation of the Chairperson,the non-independent directors and the Board as a whole.
The Company has devised a questionnaire to evaluate theperformances of Executive Directors, Independent Directors,Committees and Board as whole. Such questionnaireis prepared considering the business of the Company,circumstances, organization requirements and theexpectations that the Board have from each of the Directors.
The above criteria are broadly based on the Guidance Note onBoard Evaluation issued by the Securities and Exchange Boardof India on January 5, 2017.
18. SUBSIDIARY, JOINT VENTURE ANDASSOCIATE COMPANIES
On March 31, 2025, the Company has 2 wholly ownedsubsidiaries namely Interiors & More LLLC-SP, Dubai(Foreign Wholly Owned Subsidiary) and INM House Pvt Ltd(Indian Wholly Owned Subsidiary) and there has been nomaterial change in the nature of the business of the subsidiaries.There are no associates or joint venture companies within themeaning of Section 2(6) of the Companies Act, 2013 (“Act”).
Pursuant to the provisions of Section 129(3) of the Act,a statement containing the salient features of financialstatements of the Company’s subsidiaries in Form No. AOC-1is annexed as Annexure-II.
Further, pursuant to the provisions of Section 136 of the Act, thefinancial statements of the Company, consolidated financialstatements along with relevant documents and separateaudited financial statements in respect of subsidiaries, areavailable on the Company’s website at www.inm.net.in.
19. FAMILIARIZATION PROGRAMME FORINDEPENDENT DIRECTORS:
Pursuant to Regulation 25(7) of the SEBI Listing Regulations,your Company has put in place a system to familiarize itsIndependent Directors with their roles, responsibilitiesin the Company, nature of the industry, business model,processes, policies, technology, risk management systems ofthe Company, operational and financial performance of theCompany and significant developments so as to enable themto take well informed decisions in timely manner.
During the Financial Year 2024-25, familiarizationprogrammes were conducted and the Independent Directorswere updated from time to time on continuous basis onCompany’s business model, risks & opportunities, significantchanges in the regulations and duties and responsibilitiesof Independent Directors under the Act and SEBI ListingRegulations and other matters.
Further, at the time of appointment of an independent director,the Company had issued a formal letter of appointmentoutlining his/her role, functions, duties and responsibilities asa director.
The Board confirms that based on the declaration ofIndependence received from each Independent Director,all Independent Directors fulfill the conditions specified forindependence as stipulated in Regulation 16 of the SEBI ListingRegulations, as amended, read with Section 149(6) of the Actalong with rules framed thereunder and are independent ofthe Management. Further, the Independent Directors havealso registered their names in the Databank maintained bythe Indian Institute of Corporate Affairs (“IICA”), Manesar,Gurgaon as mandated in the Companies (Appointment andQualification of Directors), Rules, 2014.
The Independent Directors have complied with the Code forIndependent Directors prescribed in Schedule IV to the Act.
None of the Independent Directors have any other materialpecuniary relationship or transaction with the Company, itsPromoters, or Directors, or Senior Management which, intheir judgement, would affect their independence.
In terms of Regulation 25(8) of the SEBI Listing Regulations,they have confirmed that they are not aware ofany circumstanceor situation which exists or may be reasonably anticipatedthat could impair or impact their ability to discharge theirduties with an objective independent judgement and withoutany external influence.
In the opinion of the Board, all Independent Directors possessrequisite qualifications, expertise, experience (including theproficiency) and hold high standards of integrity requiredto discharge their duties with an objective independentjudgment and without any external influence.
Further, none of the Directors are related to each other.
Pursuant to provisions of Section 204 of Companies Act,2013 and other applicable provisions of the Act and pursuantto the recommendation of Audit Committee, the Board ofDirectors at its meeting held on May 28, 2024 appointedM/s. CS Satyajit Mishra, Practicing Company Secretary, (C.P. No. 4997), was appointed as the Secretarial Auditor of theCompany for FY 2024-25 as per Section 204 of the Act, andrules made thereunder.
The Secretarial Audit Report is annexed in the prescribedform MR - 3 as Annexure - III and forms part of this report.
The Secretarial Audit Report does not contain anyqualifications, reservations, adverse remarks or disclaimer.
In compliance with Section 164(2) of the Act and theCompanies (Appointment and Qualification of Directors)Rules, 2014, the Company received and reviewed the FormDIR-8 from each and every Director during the financial year2024-2025. This form certifies that none of the Directors ofyour Company are disqualified to hold office as a directorunder the provisions of Section 164(2) of the Act, nor arethey barred from holding the office of a director by any orderof the SEBI or any such authority in accordance with SEBIletter dated June 14, 2018, and NSE circular dated June 20,2018 on the subject “Enforcement of SEBI orders regardingappointment of Directors by Listed Companies.”
Your Company has a Nomination and Remuneration Policyfor Directors and Senior Managerial Personnel in compliancewith the provisions of Section 178 of the Act and Regulation19 of SEBI Listing Regulations as approved by the Nominationand Remuneration Committee and the Board.
The policy is available on the website of the Company athttps://inm.net.in/codes-policies.
Pursuant to Section 134(3)(c) read with Section 134(5) ofthe Act, on the basis of information placed before them, theDirectors state that:
a. In the preparation of the annual accounts, the applicableaccounting standards have been followed along withproper explanation relating to material departures, if any;
b. Appropriate accounting policies have been selected andapplied consistently, and the judgments and estimatesthat have been made are reasonable and prudent so asto give a true and fair view of the state of affairs of theCompany as on 31st March, 2025 and of the profit of theCompany for the said period;
c. Proper and sufficient care has been taken for themaintenance of adequate accounting records inaccordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing anddetecting fraud and other irregularities;
d. The annual accounts have been prepared on a goingconcern basis;
e. The internal financial controls to be followed by theCompany and that such internal financial controls areadequate and were operating effectively; and
f. There is a proper system to ensure compliance with theprovisions of all applicable laws and that such systemswere adequate and operating effectively.
25. COMMITTEES OF OUR BOARD
The Board receives regular communication regardingpolicy-related issues as well as other pertinent andimportant information.
The following committees have been constituted in terms ofSEBI (LODR) Regulations, 2015 and the Companies Act, 2013:
Ý Audit Committee
Ý Stakeholders’ Relationship Committee
Ý Nomination and Remuneration Committee
Ý Corporate Social Responsibility Committee
Ý Internal Complaints Committee
The Audit Committee acts as a link between the Statutoryand Internal Auditors and the Board of Directors where they
are primarily responsible for accurate financial reportingand strong internal controls. The Audit Committee playsa major role in assisting the Board in fulfilling its oversightresponsibilities of monitoring financial reporting processes,reviewing the Company’s established systems and processesfor internal financial controls, governance and reviewing theCompany’s statutory and internal audit activities.
Our Company has constituted an Audit Committee (“AuditCommittee”), as per Section 177 of the Companies Act, 2013read with its rules and Regulation 18 of the SEBI (LODR)Regulation, 2015 and adheres to the terms of referenceprepared in compliance with Section 177 of Companies Act,2013 and Regulation 18 of the SEBI (LODR) Regulation, 2015.
None of the recommendations made by the Audit Committeewere rejected by the Board.
The Committee presently comprises the following members:
Sr
No
Name of the member
Category
Mrs. Rupa Lachhiramka
Chairman
Mr. Gopal Tharad
Member
Executive Director & CFO
The Company Secretary & Compliance Officer of our Company shall act as the Secretary to the Audit Committee.
Meetings and Attendance of Audit Committee
As required under Regulation 18 of the SEBI (LODR) Regulation, 2015, the Audit Committee shall meet at least 4 (four) times in a year,and not more than 120 (one hundred twenty) days shall elapse between two meetings.
The Audit Committee met 5 (Five) times during the financial year 2024-25 on May 28, 2024, August 23, 2024, September 24, 2024,November 13, 2024 and March 13, 2025 and the attendance record of the members are as follows:
Attendance
5/4
5/5
The role and responsibilities of the Audit Committee are described in the Audit Committee Policy of the Company. The policy isavailable on the website of the Company at https://inm.net.in/codes-policies.
Stakeholders’ Relationship Committee
Our Company has constituted a shareholder / investors grievance committee namely “Stakeholders’ Relationship Committee” toredress complaints of the shareholders. The Stakeholders’ Relationship Committee was constituted pursuant to the provisions ofRegulation 20 of Listing Regulations and Section 178(3) of the Act.
None of the recommendations made by the Stakeholders Relationship Committee were rejected by the Board.
Sr Name of the member Designation Category
1 Ms. Ekta Tibrewal Chairman Non-Executive Director
2 Mrs. Rupa Lachhiramka Member Independent Director
3 Mr. Gopal Tharad Member Independent Director
The Company Secretary & Compliance Officer of our Company shall act as the Secretary to the Stakeholders’ Relationship Committee.
Tenure
The Stakeholder’s Relationship Committee shall continue to be in function as a committee of the Board until otherwise resolved bythe Board, to carry out the functions of the Stakeholder’s Relationship Committee as approved by the Board.
Meetings & Attendance of Stakeholder Relationship Committee
As required under Regulation 20 of the SEBI (LODR) Regulation, 2015, The Stakeholder’s Relationship Committee shall meet at least1 (one) time in a financial year. The Chairperson of the Stakeholders Relationship Committee shall be present at the annual generalmeetings to answer queries of the security holders.
The Stakeholders Relationship Committee met 4 (Four) times during the financial year 2024-25 on May 28, 2024, September 24,2024, December 23, 2024 and March 13, 2025 and the attendance record of the members are as follows:
1.
Ms. Ekta Tibrewal#
Non-Executive Director
1/1
2.
4/3
3.
4/4
4.
Mr. Rahul Jhunjhunwala*
3/3
*Mr. Rahul Jhunjhunwala ceased to be a member of the Committee w.e.f. January 23,2025.
# Ms. Ekta Tibrewal was appointed as member of the Committee w.e.f. January 23, 2025.
The roles and responsibilities of the Stakeholder Relationship Committee is described in the Stakeholder relationship Policy. Thepolicy is available on the website of the Company at https://inm.net.in/codes-pohcies.
The status of investor grievance redressal mechanism as required under the SEBI (LODR) Regulations, 2015 is filed with the StockExchange within twenty-one days from the end of each quarter a statement giving the number of investor complaints pending at thebeginning of the quarter, those received during the quarter, disposed of during the quarter and those remaining unresolved at theend of the quarter and the statement is placed before the Committee and the Board periodically. There were no instances where thegrievance was not solved to the satisfaction of the shareholders.
During the year, the Company did not receive any complaints from the shareholders of the Company.
Our Company has constituted a “Nomination and Remuneration Committee” in accordance Section 178 of Companies Act, 2013 andRegulation 19 of Listing Regulations.
None of the recommendations made by the Nomination and Remuneration Committee were rej'ected by the Board.
The Nomination and Remuneration Committee comprises the following Directors:
Name of the members
Ms. Ekta Tibrewal *
* Ms. Ekta Tibrewal was appointed as member of the Committee w.e.f. January 23,2025.
The Nomination and Remuneration Committee shall continue to be in function as a committee of the Board until otherwise resolvedby the Board.
Meetings
Pursuant to Regulation 19 of SEBI Listing Regulations and Nomination and Remuneration Policy of the Company, the committeeshall meet at least once in a financial year in accordance with the regulations and the quorum for a meeting of the nomination andremuneration committee shall be either two members or one third of the members of the committee, whichever is greater, includingat least one independent director in attendance.
The Nomination and Remuneration Committee met 6 (Six) times during the financial year 2024-25 on May 28, 2024, July 12, 2024,September 24, 2024, September 30, 2024, December 23, 2024 and December 28, 2024 and the attendance record of the members areas follows:
6/6
6/5
0/0
* Mr. Rahul Jhunjhunwala ceased to be a member of the Committee w.e.f. January 23, 2025.
Company Secretary & Compliance Officer of our Company shall act as the secretary to the Corporate Social Responsibility Committee.
The roles and responsibilities of the Nomination Remuneration Committee is described in the Stakeholder relationship Policy. Thepolicy is available on the website of the Company at https://mm.net.in/codes-policies.
The Company has constituted a Corporate Social Responsibility Committee (CSR Committee) pursuant to provisions of Section 135of Companies Act, 2013. The Corporate Social Responsibility Committee shall formulate and recommend a CSR policy to the Boardand the activities that the Company will engage in. The Corporate Social Responsibility Committee shall recommend the amountof expenditure to be incurred on the CSR activities to be undertaken by the company, monitor the CSR policy of the Companyfrom time to time and establish the transparent controlling mechanism for the implementation of the CSR projects or programs oractivities undertaken by the company as per the requirements of the Companies Act, 2013, Listing Agreement and SEBI LODR forCorporate Governance.
None of the recommendations made by the CSR Committee were rej'ected by the Board.
The Corporate Social Responsibility Committee comprises the following members*
Mrs. Ekta Tibrewal
The Corporate Social Responsibility Committee met 2 (two) times during the financial year 2024-25 on November 13, 2024 andMarch 13, 2025 and the attendance record of the members are as follows:
2/2
2/1
The roles and responsibilities of the Corporate Social Responsibility Committee is described in the Corporate Social ResponsibilityPolicy. The policy is available on the website of the Company at https://inm.net.in/codes-policies.
An “Internal Complaints Committee” is constituted for our Company by the Board to look into the matters concerning sexualharassment. The Internal Complaints consists of the following members.
Name
Designation in the Company
Mrs. Ashwini Gondlekar
Presiding Officer
Executive Assistant to MD
Mr. Suhas More
Account manager
Ms. Mayuri Nandiwadekar
Graphic Designer
Ms. Krupa Bharat Thakar
Founding Member of NGO (We Can We Will)
T enure
The President and other members of the committee shall hold office for such period, not exceeding 3 (three) years, from the date oftheir nomination as may be specified by the employer.
Scope
This policy is applicable to employees, workers, volunteers, probationer and trainees including those on deputation, part time,contract, working as consultants or otherwise (whether in the office premises or outside while on assignment). This policy shall beconsidered to be a part of the employment contract or terms of engagement of the persons in the above categories.
Where the alleged incident occurs to our employee by a third party while on a duty outside our premises, the Company shall performall reasonable and necessary steps to support our employee.
The Company has formulated a comprehensive policy on Prevention, Prohibition and Redressal against Sexual Harassment of Womenat Workplace, which is also in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 (“POSH”). The said policy has been made available on the website of the Company.
Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013
In accordance with Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, the Company hereby confirm the compliance of provisionsrelating to the constitution of Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 and states the following information related to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 for the financial year ended 31st March 2025:
Sr No
Status
Complaints received
NIL
Complaints disposed
Complaints pending for more than 90 days
Your Company is dedicated to add value to every individual in the country through its business by integrating societal, economic,environmental and sustainable commitments. Business practices of the Company shall contribute to make the world a better place.The main CSR objective of the Company for the financial year 2024-25 was animal welfare by providing shelter and sustenance tostray cows and cattle, to enhance the well-being of infirm, unproductive, diseased, and abandoned cows and cattle, and to ensuretheir care.
Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to thisReport as Annexure - IV. The CSR Policy of the Company is also hosted on the website of the Company at www.inm.net.in.
Your Company has zero tolerance for sexual harassment at workplace and has formulated a comprehensive policy on Prevention,Prohibition and Redressal against Sexual Harassment of Women at Workplace, which is also in accordance with the provisions of theSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH”). The said policy has beenmade available on the website of the Company.
Your Company has constituted an Internal Complaints Committee (“ICC”) under the POSH and has complied with the provisionsrelating to the same. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.
The constitution of ICC is as per the POSH Act and includes an external member who is an independent POSH consultant withrelevant experience.
In accordance with Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, the Company hereby confirm the compliance of provisionsrelating to the constitution of Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 and states the following information related to the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013 for the financial year ended 31st March, 2025:
In compliance with the Companies (Accounts) Second Amendment Rules, 2025, the Company confirms its compliance with allapplicable provisions of the Maternity Benefit Act, 1961 during the year 2024-25 and has extended all statutory benefits to eligiblewomen employees during the year.
I. GENERAL MEETING
A. LOCATION AND TIME, WHERE LAST THREE AGMS WERE HELD
Following table details the particulars of the last Three Annual General Meetings of the Company.
Date of Meeting
Venue
Time
Special Resolution passed
Registered Office
2.30 P.M. IST
08/08/2023
2.00 P.M. IST
• To consider and approve the alteration inremuneration and term of remuneration of Mr.Manish Tibrewal as managing director of thecompany;
• The alteration in remuneration and term ofremuneration of Mr. Rajat Vijender Singhal (DIN:09660995), executive director of the company;
• To consider and approve the remuneration of Mrs.Ekta Tibrewal (DIN: 01289275), executive directorof the company.
21/09/2024
Through Video Conferencing/Other Audio Visual Means (VC/OAVM) and Remotely at theRegistered Office of the Company
To consider and approve the Loan and investment bythe company to subsidiary.
B. Extra Ordinary General Meeting: - No extraordinarygeneral meeting of the members was held during FY 2024¬25.
II. Details of special resolution passed through postalballot, the persons who conducted the postal ballotexercise, details of the voting pattern and procedureof postal ballot:
The Company sought the approval of the shareholders by wayof a Special Resolution through notice of postal ballot datedDecember 24, 2024 for: -
Ý Change in designation of Mr. Rahul Jhunjhunwala(DIN: 00527214) from Non-Executive Director toExecutive Director.
Ý Change in designation of Mrs. Ekta Tibrewal(DIN: 01289275) from Executive Director to Non¬Executive Director.
All the aforesaid resolutions were duly passed and the resultsof which were announced on January 23, 2025.
M/s. Satyajit Mishra (Membership No. F5759), PracticingCompany Secretaries, was appointed as the Scrutinizerto scrutinize the postal ballot process by voting throughelectronic means only (remote e-voting) in a fair andtransparent manner.
Procedure for postal ballot: The postal ballot was carriedout as per the provisions of Sections 108 and 110 and otherapplicable provisions of the Act, read with the Rules framedthereunder and read with the General Circular nos. 14/2020dated April 8, 2020, 17/2020 dated April 13, 2020 andsubsequent circulars issued in this regard, the latest being9/2023 dated September 25, 2023, respectively issued by theMinistry of Corporate Affair.
III. Details of special resolution proposed to beconducted through postal ballot:
None of the businesses proposed to be transacted at theensuing AGM requires passing of a special resolution throughpostal ballot.
During the year under review, a meeting of the IndependentDirectors was held on March 13, 2025. All IndependentDirectors were present at the meeting to: -
Ý Review of the performance of the Non-IndependentDirectors and the Board of Directors as a whole.
Ý Review the performance of the Chairman of the Company,taking into the account of the views of the Executive andNon- Executive Directors.
Ý Assess the quality, content and timeliness of flow ofinformation between the management and the Board thatis necessary for the Board to effectively and reasonablyperform its duties.
All the Independent Directors were present in the meeting.
During the year, The Company sought the approval of theshareholders by way of a Special Resolution through notice ofpostal ballot dated December 24, 2024 for: -
i. Change in designation of Mr. Rahul Jhunjhunwala(DIN: 00527214) from Non-Executive Director toExecutive Director.
ii. Change in designation of Mrs. Ekta Tibrewal(DIN: 01289275) from Executive Director to Non¬Executive Director.
The Company provided electronic voting facility to allits members in compliance with Regulation 44 of ListingRegulations and as per the provisions of Sections 108 and 110of the Companies Act, 2013, (the Act), read with Rule 20 andRule 22 of the Companies (Management and Administration)Rules, 2014, as amended (Rules), read with the GeneralCirculars issued by the MCA (MCA Circulars).
The Company engaged the services of Bigshare ServicesPvt Ltd., Registrar and Share Transfer Agents (RTA) of theCompany for facilitating e-voting to enable the Membersto cast their votes electronically. The Board of Directorshad appointed M/s. Satyajit Mishra (FCS: 4997), PracticingCompany Secretary as the Scrutinizer, for conducting thePostal Ballot process, in a fair and transparent manner. TheScrutiniser, after the completion of scrutiny, submitted hisreport to Mr. Manish Tibrewal, Managing Director, who wasduly authorised by the Chairperson to accept, acknowledgeand countersign the Scrutiniser’s Report as well as declare thevoting results in accordance with the provisions of the Act,the Rules framed thereunder and the Secretarial Standard- 2 issued by the Institute of Company Secretaries of India.The results were displayed on the website of the Companyand also communicated to National Stock Exchange of IndiaLimited (NSE).
32. MATERIAL CHANGES AND COMMITMENTSAFFECTING THE FINANCIAL POSITION OFTHE COMPANY
There are no material changes and commitments, affectingthe financial position of the Company which have occurredbetween the financial year of the Company to whichthe financial statements relate and the date of signing ofthis report.
33. INSTANCES OF FRAUD, IF ANY REPORTEDBY THE AUDITORS
In pursuance to the provisions of Section 143(12) of the Act,the Statutory Auditors had not reported any incident offrauds (other than those which are reportable to the CentralGovernment) to the Board of Directors of the Company duringthe financial year under review.
34. MANAGEMENT DISCUSSION ANDANALYSIS REPORT
As required under the Listing Regulation, ManagementDiscussion and Analysis Report is presented in the separatesection and forms an integral part of the Annual Report.
A detailed review of the operations, performance and futureprospects of the Company and its businesses is given in theManagement Discussion and Analysis Report, which forms
35. PARTICULARS OF LOANS, GUARANTEES,OR INVESTMENTS
The details of Loans given, Investments made and guaranteesgiven and securities provided under the Section 186 of theCompanies Act, 2013 have been provided in the notes to theFinancial Statements.
36. PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTIES
All transactions undertaken by the Company duringthe financial year 2024-25 with related parties were onarm’s length basis & in ordinary course of business and incompliance with the applicable provisions of the CompaniesAct, 2013 and the SEBI Listing Regulations. All such relatedparty transactions were placed before the Audit Committeefor approval, wherever applicable. Further, The Company hasnot entered any material transactions with the related partyfalling under the purview of section 188 of the CompaniesAct, 2013.
Accordingly, the details are not required to be given underAOC-2. The Policy on materiality of related party transactionsand dealing with related party transactions as approved by theBoard may be accessed on the Company’s website at the link:www.inm.net.in.
37. ENVIRONMENTAL LEGISLATIONS
The Company core activity is manufacturing and trading ofartificial flowers, plastic loose leaves, green mates and tradingof decorative items such as vases, plants, planters, weddingprops, lights, furniture, fabric, chandeliers, candles, fragrance,and other related decor items and selling them domesticallyand internationally. We have an in-house manufacturing unitwhere we produce wide range ofdecor products. Raw materialsare sourced from both domestic and international suppliers tomeet our quality, design, and innovation requirements.
As our most of the raw material is plastic, provision of ThePlastic Waste Management Rules, 2016, The Municipal SolidWastes (Management and Handling) Rules, The Hazardousand other Wastes (Management & TransboundaryMovement) Rules, 2016, is applicable to the company. TheCompany is making every effort to conserve the usage ofplastic and for gainful utilization of waste and also addressthe waste disposal issue.
38. PARTICULARS REGARDING
CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, ANDFOREIGN EXCHANGE EARNINGS ANDOUTGO
The particulars on conservation of energy, technologyabsorption and foreign exchange earnings and outgostipulated under Section 134(3)(m) of the Act read with Rule8(3) of The Companies (Accounts) Rules, 2014, is describedas follows: -
Your Company operates in an industry where the level ofenergy consumption is relatively moderate. Nevertheless,your Company remains committed to responsible energymanagement and sustainable operational practices,particularly in its manufacturing and warehousing activities.Conservation of energy remains an integral focus area, and theCompany has adopted several initiatives to enhance energyefficiency and reduce overall consumption.
I. Steps/Measures Taken for Conservation of Energy:
The Company ensures that the operations are conducted inthe manner whereby optimum utilization and maximumpossible savings of energy is achieved.
II. Steps taken by the company for utilizing alternate sourcesof energy;
A 350 kW rooftop solar power plant was installed at theCompany’s Umbergaon facility located at Mamakwada,Gujarat. This initiative is expected to reduce dependencyon non-renewable power sources, lower energy costs overthe long term and promote the Company’s commitment toenvironmental sustainability by significantly reducing itscarbon footprint.
III. The Capital Investment on Energy ConservationEquipment’s: -
In its continued efforts to enhance sustainability and reduceenergy consumption from conventional sources, the Companyhas made a significant capital investment in renewable energyinfrastructure during the year under review.
A 350 kW Solar Power Plant has been installed at theCompany’s Umbergaon Unit, located at Mamakwada,Gujarat, at a total cost of Rs. 122.50 lakhs.
This said investment is expected to reduce dependencyon non-renewable power sources, lower energy costs overthe long term and promote the Company’s commitment toenvironmental sustainability by significantly reducing itscarbon footprint.
I. Efforts, in brief, made towards technology absorption,adaptation and innovation:
i. Upgradation of machinery and equipment at themanufacturing units to improve production accuracy,reduce material wastage, and ensure consistencyin quality.
II. Benefits derived as a result of the above efforts:
i. Enhanced production accuracy resulting in higherconsistency and fewer defects in the final products.
ii. Reduction in material wastage, leading to cost savingsand improved environmental sustainability.
iii. Improved speed and efficiency of manufacturingprocesses, enabling higher throughput and meetingincreased demand.
iv. Better product finish and quality, strengthening brandreputation in both domestic and international markets.
v. Lower maintenance downtime, leading to better assetutilization and continuous operations.
vi. Upgrade of existing products.
III. in case of imported technology (imported during the lastthree years reckoned from the beginning of the financial year)-Not applicable.
IV. Expenditure incurred on Research and Development: NIL
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms ofactual Outflows: -
2024-25
2023-24
Foreign Exchange Earnings
75.47
Foreign Exchange Outgo
1343.02
748.96
Foreign Exchange Gain
7.79
2.32
39. RISKS MANAGEMENT
The Company has established a comprehensive RiskManagement Policy that encompasses risk mapping,trend analysis, risk exposure assessment, potential impactevaluation, and a structured risk mitigation process. Adetailed exercise is undertaken to identify, evaluate, manage,and monitor both business and non-business risks. The Boardperiodically reviews these risks and recommends measures tocontrol and mitigate them through a well-defined framework.
While market conditions are expected to remain competitive,the Company's future success will depend on offering
improved products through technological innovation andenhanced productivity. The Company continues to invest inthese areas to maintain its competitive edge.
At Interiors and More Ltd., we believe that effective riskmanagement is integral to achieving our strategic objectivesand ensuring business continuity in a dynamic and competitiveenvironment. As one of India’s leading wholesalers andretailers of artificial flowers and decor products, ourbusiness is exposed to a wide range of risks includingmarket fluctuations, supply chain vulnerabilities, operationalchallenges, regulatory changes, and reputational concerns.
Recognizing this, we have established a comprehensive riskmanagement framework that is aligned with industry bestpractices and tailored to the unique nature of our operations.
The Company has implemented a risk management andinternal control framework commensurate with its size.Efforts are ongoing to strengthen this framework further.Detailed discussions on the risks faced by the Company andtheir mitigation strategies are provided in the ManagementDiscussion and Analysis report, which forms part of theAnnual Report.
40. DETAILS RELATING TO DEPOSITS,COVERED UNDER CHAPTER V OF THECOMPANIES ACT 2013
During the year under review, The Company has not acceptedany deposit from the public/ members pursuant to Section73 and Section 76 of the Act read with the Companies(Acceptance of Deposits) Rules, 2014, as amended from timeto time, and hence as on March 31, 2025, there are no depositsoutstanding, except as required statutorily and which havebeen unclaimed at the end of the year under review.
41. DETAILS RELATING TO DEPOSITS, WHICHARE NOT IN COMPLIANCE WITH THEREQUIREMENTS UNDER CHAPTER V OFTHE COMPANIES ACT 2013
During the year under review the Company has not acceptedany Deposits within the ambit of Section 73 Chapter V ofCompanies Act, 2013 read with The Companies (Acceptanceof Deposits) Rules, 2014.
42. SIGNIFICANT AND MATERIAL ORDERSPASSED BY THE REGULATORS OR COURTSOR TRIBUNALS
During the year under review, there are no significant andmaterial orders passed by the regulators/courts or tribunalsthat could impact the going concern status and operations ofthe Company in future.
43. INTERNAL FINANCIAL CONTROL &THEIR ADEQUACY
The Company has a proper and adequate system of internalcontrols, commensurate with the size scale and complexityof its operations. These have been designed to providereasonable assurance with regard to recording and providingreliable financial and operational information, complying withapplicable statutes, safeguarding assets from unauthorizeduse, executing transactions with proper authorization andensuring compliance with corporate policies. In addition,there are operational controls and fraud risk controls, coveringthe entire spectrum of internal financial controls.
To maintain the objectivity and independence, the InternalAudit function carried out by the Internal Auditor of theCompany reports to the Chairman of the audit committee ofthe Board and to the Chairman and Managing Director.
The internal Audit department monitors and evaluates theefficiency and adequacy of the internal control system in theCompany, its compliance with operating systems, accountingprocedures and policies at all locations of the Company.Based on the report of internal audit functions, process ownerundertakes corrective actions in their respective areas andthereby strengthen the controls. Significant audit observationsand recommendations along with corrective actions thereonare presented to the audit committee of the Board.
Adequacy of internal financial controls with reference to thefinancial statements
The Company has internal Auditors and the Audit Committeein place to take care of the same. During the year, theCompany continued to implement their suggestions andrecommendations, if any to improve the internal controlenvironment. Their scope of work includes review ofprocesses for safeguarding the assets of the Company,review of operational efficiency, effectiveness of systems andprocesses, and assessing the internal control strengths inall areas. Internal Auditors findings are discussed with theprocess owners and suitable corrective actions taken as perthe directions of Audit Committee on an ongoing basis toimprove efficiency in operations.
44. AUDITORS & REPORT OF THE AUDITORSSTATUTORY AUDITOR
Pursuant to Section 139 of the Act read with rules madethereunder, as amended, M/s. Jay Gupta and Associates,Chartered Accountants (Firm Registration No. 329001E),were appointed as the Statutory Auditors of the Companyfor a term of five years beginning from the conclusion of 11thAnnual General Meeting held on till the conclusion of 16thAnnual General Meeting (AGM) to be held in the financialyear 2028-29.
As per the provisions of Section 139 of the Act, they havegiven their consent for the appointment and confirmed thatthe appointment, if made, would be in accordance with theconditions as prescribed under the Act and applicable Rules.The Statutory Auditors have confirmed that they are notdisqualified to continue as Statutory Auditors and are eligibleto hold office as Statutory Auditors of your Company.
There are no qualifications, reservations or adverse remarksor disclaimers made by Jay Gupta and Associates. (FirmRegistration No. 329001E), Statutory Auditors, in theirReport on the accounts of the Company for the year underreference. The observations made by them in their Report areself-explanatory and do not call for any further clarificationsfrom the Board.
The Notes to the financial statements referred in theAuditors’ Report are self-explanatory. The Auditor’s Reportis enclosed with the financial statements forming part of thisAnnual Report.
45. COST AUDITORS
The Board of Directors has not appointed Cost Auditor owingto non-applicability to appoint Cost Auditor in the Companyspecified by the Central Government under sub-section (1)of section 148 of the Act and accordingly such accounts andrecords are not made and maintained.
46. INTERNAL AUDITORS
Pursuant to provisions of section 138 of the CompaniesAct, 2013 and other applicable provisions, if any, of the Act,pursuant to the recommendation of the Audit Committee ofthe Company, the Board of Directors at its meeting held onMay 28, 2024 has approved the appointment of M/s. Pankaj OGoyal & Co., Chartered Accountant, (Registration No.111994)as the Internal Auditors of the Company for the Financial Year2024-25.
The Internal Auditors report their findings on the internalaudit of the Company, to the Audit Committee on a periodicbasis. The scope of internal audit is approved by theAudit Committee.
There are no qualifications, reservations or adverse remarksor disclaimers made by M/s. Pankaj O Goyal & Co., intheir report.
There were no serious observations found during the auditperiod from April 01, 2024 to March 31, 2025.
47. VIGIL MECHANISM/ WHISTLER BLOWERPOLICY
Over the years, your Company has built a reputation forconducting business with integrity, maintaining a zero-tolerance policy towards unethical behaviors, therebyfostering a positive work environment and enhancingcredibility among stakeholders.
The Company has a Vigil Mechanism/Whistle Blower Policyin line with the provisions of the Section 177 of the CompaniesAct, 2013 read with Regulation 22 of Listing Regulations. Thispolicy provides adequate safeguards against unfair treatmentto its employees and various stakeholders and also providesfor direct access to the Chairman of the Audit Committeein exceptional cases. It also assures them of the process thatwill be observed to address the reported violation, furtherthe protected Disclosures and other communication can be
made in writing by an e-mail addressed to Chairman of theAudit Committee. The Policy also lays down the proceduresto be followed for filing complaints, conducting investigationsand taking disciplinary actions. It also provides assurancesand guidelines on confidentiality of the reporting processand protection from reprisal to complainants. The AuditCommittee oversees the functioning of this policy and nopersonnel have been denied access to the Audit Committee ofthe Board.
We confirm that during the financial year 2024-25, noemployee of the Company was denied access to the AuditCommittee. The said Whistle Blower Policy is available on thewebsite of the Company at www.inm.net.in.
48. TRANSFER OF AMOUNT TO INVESTOREDUCATION AND PROTECTION FUND
Our Company did not have any funds lying unpaid orunclaimed for a period of seven years. Therefore, the Companywas not required to transfer the equity shares/unclaimeddividend to Investor Education and Protection Fund (IEPF)pursuant to provisions of Section 124 and 125 of the Act.
49. DETAILS OF APPLICATION MADE ORANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE,2016 DURING THE YEAR ALONG WITHTHEIR STATUS AS AT THE END OF THEFINANCIAL YEAR
There was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016,by any Financial and/or Operational Creditors against yourCompany during the year under review. As on the date ofthis report, there is no application or proceeding pendingagainst your Company under the Insolvency and BankruptcyCode, 2016.
50. DIFFERENCE IN VALUATION DONE FORONE-TIME SETTLEMENT AND VALUATIONDONE WHILE TAKING A LOAN FROMBANKS OR FINANCIAL INSTITUTIONS
During the year under review, your Company has not enteredinto one-time settlement with any Bank or financial institution.
The Company’s Health and Safety Policy commits to complywith applicable legal and other requirements connected withoccupational Health, Safety and Environment matters andprovide a healthy and safe work environment to all employeesof the Company.
In compliance with Regulation 46 of Listing Regulations,the company maintains a fully functional website with thedomain name https://www.inm.net.in. The website servesas a comprehensive source of basic information aboutour company.
The annual report including those which relate to thedirectors’ report, management discussion and analysisreport may contain certain statements on the Company’sintent expectations or forecasts that appear to be forward¬looking within the meaning of applicable securities laws andregulations while actual outcomes may differ materially fromwhat is expressed herein.
Our directors wish to place on record their appreciationand sincere thanks to the State Governments, Governmentagencies, Banks & Financial Institutions, customers,shareholders, vendors and other related organizations, whothrough their continued support and co- operation havehelped, as partners in the Company’s progress. Our directors,also acknowledge the hard work, dedication and Commitmentof the employees.
For and on behalf of the Board of DirectorsINTERIORS & MORE LIMITED
sd/- sd/-
Manish Mohanlal Tibrewal Rahul Jhunjhunwala
Date: 19/08/2025 Managing Director Director & Chief Financial Officer
Place: Mumbai DIN: 05164854 DIN: 00527214