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

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF FINANCIAL STATEMENTS:

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

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

(Amount in Lakhs except EPS)

1.2 OPERATIONAL AND STATE OF COMPANY'S AFFAIRS:

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

2) ANNUAL RETURN:

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

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

I. BOARD OF DIRECTORS:

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

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

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

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

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

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

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

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

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

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

II. AUDIT COMMITTEE:

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

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

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

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

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

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

III. NOMINATION AND REMUNERATION COMMITTEE:

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

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

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

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

IV. STAKEHOLDERS RELATIONSHIP COMMITTEE:

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

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

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

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

V. MEETING OF INDEPENDENT DIRECTORS:

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

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

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

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

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

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

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

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

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

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

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

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

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

Qualification of Directors) Rules, 2014.

4) DIVIDEND:

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

5) AMOUNTS TRANSFERRED TO RESERVES:

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

6) DEPOSITS:

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

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

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

DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS:

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

(Amount in Lacs)

7) DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

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

8) DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

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

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

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

2. Mr. Sanjay Patil, Chief Financial Officer

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

4. Mr. Suresh Joshi Non-executive Independent Director

5. Mr Deepak Kothari Non-executive Independent Director

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

1. Mr. Nitin Ashokkumar Khanna Executive Director

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

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

4. Mrs. Saloni Mehra Non-Executive Independent Director

9. DECLARATION BY INDEPENDENT DIRECTOR:

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

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

10. DIRECTOR'S RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

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

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

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

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

Performance evaluation criteria for Independent Directors

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

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

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

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

2. Mrs. Saloni Mehra Non-Executive Independent Director

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

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

1. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

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

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

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

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

(A) Conservation of Energy

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

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

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

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

(B) Technology Absorption

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

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

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

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

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

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

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

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

4. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

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

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

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

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

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

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

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

6. REPORT ON CORPORATE GOVERNANCE:

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

7. REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS:

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

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

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

9. SECRETARIAL AUDIT:

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

EXPLANATION TO SECRETARIAL AUDITOR'S REMARKS:

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

10. STATUTORY AUDITORS:

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

EXPLANATION TO AUDITOR'S REMARKS

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

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

11. INTERNAL AUDIT:

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

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

12. COST AUDIT:

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

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

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

13. CODE OF CONDUCT:

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

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

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

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

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

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

16. ENVIRONMENT AND SAFETY:

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

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

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

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

There was no case of sexual harassment reported during the year under review. Further, the
Company has complied with the provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

18. COMPLIANCE OF SECRETARIAL STANDARDS:

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

19. LISTING OF SHARES:

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

20. DEPOSITORY SYSTEM:

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

21. OTHER DISCLOSURES:

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

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

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

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

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

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

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

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

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

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

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

22. ACKNOWLEDGMENT:

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