Your Directors are pleased to present this Forty First Annual Report of the Company together with the Audited
Financial Statements and Auditors’ Report thereon for the Financial Year ended March 31, 2024.

Financial Highlights

Performance, Future Outlook & Prospects

The Explosive Unit of the company is located at Village Koti, Sukhwa & Prithi Pura, Babina, Distt. Jhansi The
Company has achieved a total turnover of Rs 17,924.53/- during the year under scrutiny.

Production of Class 2 explosives (Slurry & Emulsion cartridge explosives) was 32260 MT as against 28555 MT in
previous year thereby an increase of 13%. The company has successfully executed several orders in the
infrastructure segment and institutional sector.

Similarly, the production of Detonating cord was 91.26 Million mtrs during the year 2023-24 as against 59.5
Million mtrs in previous year thus, an increase of 53%.

The company has also started selling its product PETN and it was 58.35 MT during the year 2023-24 and there was
no sale of PETN during the previous year and the company is looking for substantial growth in the production and
sale of this product in the coming years.

The Turnover of the company was Rs. 179.75 crores as compared to Rs. 207.31 crores in previous year thereby
there has been a reduction in turnover by 13.29% as compared to previous year. It may be noted that in terms of
quantity the production and sale of the company has gone up substantially, however, the turnover in terms of value
has come down mainly due to a huge reduction in the prices of Ammonium Nitrate which is the basic raw material
for manufacturing of Slurry and Emulsion Explosives and thereby reduction in the selling prices of this product.

In spite of all odds and the competitive scenario of the market, the company has been successful in achieving a
marginal profit of 2.26 crores before tax and 1.48 crores after tax

Share Capital, Reserves and Finance

The paid up Equity Share Capital of the Company as on March 31, 2024 was 95,67,000/- divided into 9567000
equity shares of ''1/- each fully paid up. There was no change in the Share Capital during the year under review.

b) Transfer to Reserves

The company retained the entire surplus in the Profit and Loss Account and hence no transfer to General Reserve
was made during the year.

c) Finance

The Company has not defaulted on payment of any dues to the financial lenders.

Dividend

In view of marginal Profit by the Company, the Directors regret for their inability to recommend dividend for the
year under review.

Deposits

During the year, the Company has not accepted any deposits from the public falling within the ambit of Section 73
of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Change in the nature of business, if any

During the year, there was no change in the nature of business of the company.

Material changes and commitments after the reporting period.

There were no material changes and commitments affecting the financial position of the company which have
occurred between the end of the financial year of the Company to which these financial statements relate and the
date of this Report.

Particulars of Loan, Guarantees or Investments with Related Parties

The Company has not lent out any loans given, Investments made, Guarantees given or Securities provided covered
under the provisions of Section 186 of the Companies Act, 2013 for the year under review.

Directors

Pursuant to Section 152 and other applicable provisions of Companies Act, 2013, Mr. Rajesh Jain is liable to retire
by rotation. Further being eligible he has offered himself to be re-appointed. The Board has re-appointed him as the
Director of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they
meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements), Regulations, 2015.Resume and other information regarding the
director seeking appointment/ reappointment as required by Listing Regulations and Secretarial Standard-2 has
been given in the Notice convening the ensuing Annual General Meeting and Statement pursuant to Section 102 of
the Act.

The Board of Directors recommends the above appointment(s)/ reappointment(s) at the ensuing Annual General
Meeting.

Familiarization Programme for Independent Directors

The Company at regular intervals familiarizes its Independent Directors with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates, business model of the
Company, etc. The Familiarisation programme for Independent Directors is disclosed on the Company’s website at
www.indogulfind.com

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors state that:

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

ii. The Directors have selected such accounting policies and applied them consistently and made 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 period;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with 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 that such internal
financial controls are adequate and are operating effectively; and

vi. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems
are adequate and operating effectively.

Corporate Governance

As per Regulation 15(2) of Listing Regulations, as the Paid up equity share capital of the Company is Rs. 95,67,270
and net worth is not exceeding Rupees Twenty Five Crores as on the last day of the previous financial year, the
compliance with the corporate governance provisions as specified in Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25,
26, 27, 46(2)(b) - 46(2)(i) and para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are not mandatory. Therefore, the Company has not enclosed the Compliance
Report on Corporate Governance and the Certificate on the compliance of the Corporate Governance.

Management Discussion and Analysis

Pursuant to Para B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the
Management Discussion and Analysis Report is attached and forms part of this Report.

Particulars of Employees

A statement in terms of the provisions of Section 197(12) of the Act read with Rules 5(1), 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is annexed
herewith as Annexure - ‘I’.

Further, One Director was paid remuneration during the year 2023-24.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The manufacturing units of the Company at Babina, Jhansi commenced operation from November 2018.The total
units of electricity consumed during the financial year 1^st April, 2023 to 31^st March, 2024 was 12,29,035 KVAH
amounting to Rs. 1,10,78,525/-. As the plant started in November 2018 therefore, no steps were taken for
conservation of energy, capital investment in energy conservation equipment and technology absorption.
Expenditure on research and development was nil. There were no foreign exchange earnings and outgo during the
year.

Key Managerial Personnel

Mr. Sanjay Chaudhary, Managing Director, resigned from the position w.e.f. 15^th August, 2023. There were no
other changes in the Key managerial Personnel’s during the financial year under review.

Number of meetings of the Board

The Board met 5 times on 30.05.2023, 11.08.2023, 04.09.2023, 10.11.2023, 24.12.2023, 13.02.2024 during the
Financial Year 2023-2024. The gap between any two consecutive meetings was not exceeding 120 days.

Number of Board meetings attended by the directors are as under:

Audit Committee

The Audit Committee of the Company is entrusted with the responsibility to supervise the Company’s internal
controls and financial reporting process and perform the following functions: overseeing the Company’s financial
reporting process and disclosure of financial information to ensure that the financial statement are correct, sufficient
and credible, reviewing and examining with management the quarterly and annual financial results and the auditors’
report thereon before submission to the Board for approval, reviewing, approving or subsequently modifying any
Related Party Transactions in accordance with the Related Party Transaction Policy of the Company, recommending
the appointment, remuneration and terms of appointment of Statutory Auditors of the Company and approval for
payment of any other services.The Audit Committee constituted by the Company has the terms of reference as
provided in the Companies Act, 2013 and Listing Regulations. The committee composition is:

1) Mr. Rajesh Jain Chairman

2) Mr. Ashok Sarkar Independent

3) Ms. Shivani Naithani Independent

During the financial year ended 31^st March 2024, there were no instances of the Board not accepting the

recommendations of the Audit Committee. The Audit Committee met 4 times on 30.05.2023, 11.08.2023,
10.11.2023, 13.02.2024 during the financial year 2023-24. The Statutory Auditors of the Company are invited to
the Audit Committee meetings for discussing the financial results and financial statements.

Number of Audit Committee meetings attended by the directors:

The Company has in place a whistleblower policy to deal with unethical behavior, victimization, fraud and other
grievances or concerns, if any.

Nomination & Remuneration Committee

The Nomination and Remuneration Committee is responsible for evaluating the balance of skills, experience,
independence, diversity and knowledge on the Board and for drawing up selection criteria,

ongoing succession planning and appointment procedures for both internal and external appointments The Board of
Directors of the Company have constituted “Nomination and Remuneration Committee” in terms of Section 178 of
the Companies Act, 2013 and as per Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Nomination and Remuneration Committee comprising of the following Committee Members:

Mr. Rajesh Jain Chairman/ Executive Director

Mr Ashok Sarkar Non Executive, Independent

Ms. Shivani Naithani Non Executive, Independent

The Nomination & Remuneration Committee did not me during the Financial Year 2023-24.

Share Transfer Committee

The Share Transfer Committee constituted by the Board looks into matters such as transfer of shares, transmission
of shares, etc,

The Share Transfer Committee did not met during 2023-24 as there were no share transfer during the year.
Corporate Social responsibility committee

The Board at its Meeting held on 11^th August, 2023 constituted the Corporate Social Responsibility Committee
(CSR Committee). The committee met two times during the year under review on the following dates: 10.11.2023
and 13.02.2024.

The CSR committee comprised of the following members:

However, the company could not identify any project to make the CSR contribution. The were unable to meet the
required infrastructure to deliver the project.

The company has ongoing discussions with several NGOs for new projects to execute in the upcoming years.

Policy on Directors’ Appointment and Remuneration

The Company’s policy on directors’ appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of a Director and other matters provided under sub section (3) of Section 178 of
the Companies Act, 2013 is annexed in Nomination and Remuneration Policy.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own
performance, of the individual directors as well as the working of its Audit Committee, Nomination &
Remuneration Committee and Stakeholders’ Relationship Committee. The Nomination & Remuneration
Committee also reviewed the performance of all directors. Evaluation was done on the basis of questionnaire
prepared, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board
and its Committees etc.

Independent Directors in its separate meeting also reviewed the performance of the Chairperson and the Board of
directors as a whole and also assessed the quality, quantity and timeliness of flow of information between the
Company Management and the Board. There are no non-independent directors, so review of the performance of
Non-Independent Directors in its separate meeting was not required.

Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of
the Annual Return as of March 31, 2024, on its website at www.indogulfind.com.

Significant and Material Order

There are no significant/material orders passed by any regulator/court/tribunal which could impact on the going
concern status of the Company and its future operations.

Prevention of Sexual Harassment of Women at Workplace & Complaints received by the Sexual
Harassment Committee

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 (“POSH Act”) along with the Rules made thereunder the Company has in place a policy in line
which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. Internal
Complaints Committee (ICC) has been set up to redress any complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are covered under this Policy. No complaint was received
during the year and no complaint was pending to be resolved as on 31.03.2024.

Vigil Mechanism

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by the Board
of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of
the Listing Regulations. Your Company’s Whistleblower Policy encourages Directors and employees to bring to
your Company’s attention, instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions
that affect the financial integrity of your Company, or actual or suspected instances of leak of unpublished price
sensitive information that could adversely impact your Company’s operations, business performance and/ or
reputation. The Policy requires your Company to investigate such incidents, when reported, in an impartial manner
and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always
upheld.

Secretarial Standards

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of
Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2) and other voluntarily adopted Secretarial
Standards such as Secretarial Standard on Dividend (SS-3), Secretarial Standard on Report of the Board of Directors
(SS-4) issued by Institute of Company Secretaries of India

Corporate Social Responsibility Policy

The Corporate Social Responsibility Committee had formulated and recommended to the Board, a Corporate Social
Responsibility Policy (CSR Policy) which was subsequently adopted by it and is being implemented by the
Company.

Secretarial Auditors and Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, M/s Samir Bhatnagar & Companny,
Practicing Company Secretary, was appointed to undertake the secretarial audit for the financial year 2023-24. The
Secretarial Audit Report for the financial year 2023-24 is attached as Annexure “II” and forms a part of the report
of the Board. In relation to observations made in the Secretarial Audit Report, we inform that the Company during
the year, had no operations and all the units of the Company are closed. Consequently, the Company has incurred
cash losses during the year under review. Therefore, in view of the non-availability of funds, the Company could
not comply with the provisions of the Companies Act, 2013 and the Listing Regulations.

Auditors & Auditors’ Report

The observations of Auditors in their Report dated 30^th May, 2024 read with the relevant notes to accounts are self¬
explanatory and do not require any further explanation.

M/s Hemant Arora & Co. LLP Chartered Accounts were appointed as the Statutory Auditors of the Company till the
conclusion of 44^th AGM i.e till the conclusion of Annual General Meeting Scheduled to be held in the year 2026-27.

Internal Auditor

In terms of Section 138 of the Companies Act, 2013, the Board of Directors of the Company has appointed M/s.
Amit Mohan & Associates, Chartered Accountants, as Internal Auditors to conduct Internal Audit of the Company
for the financial year 2024-25.

There was no qualification, reservation or adverse remark disclaimer in the auditors report, cost audit report.

Cost Auditor

The Company has maintained cost records for relevant products prescribed by the Central Government under the
Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014. These records have been audited by
M/s. ASGC & Associates LLP, Cost Accountants during the financial year 2023-24.

The Board of Directors of the Company, on the recommendations of the Audit Committee, have

re-appointed M/s ASGC & Associates LLP Cost Accountants, as the Cost Auditors of the Company to conduct the

audit of the cost records of certain products for the financial year for 2024-25 and M/s. ASGC & Associates LLP,

Cost Accountants being eligible have consented to act as the Cost Auditors of the Company for the financial year

2024-25.

As per the provisions of Section 148(3) of the Companies Act, 2013, the remuneration of the Cost Auditors has to
be ratified by the Members and accordingly the resolution relating to the Cost Auditors'' remuneration is being
placed before the Members for their ratification

Risk Management

a) The Risk Management committee assists the Board in ensuring that all material risks including but not
limited to the risks related to business operations, cyber security, safety, compliance and control financials
have been identified, assessed and adequate risks mitigation control are in place. It takes into consideration
the nature, scale and complexity of the business. Policy on risk assessment and minimization procedures is
annexed as Annexure-III

General

a) The Company is not required to constitute CSR Committee under the provisions of the Companies Act,
2013.

b) The Company has disclosed its related party transactions which may have potential conflict with the
interests of the Company at large. Thus, disclosure in Form AOC-2 is Annexed as Annexure-IV

c) There were no material changes and commitments between the end of financial year and date of report.

d) The Company has in place adequate internal financial control with reference to the financial statements.

Green Initiatives

Electronic Copies of the Annual Report 2023-24 and Notice of the 41^st Annual General Meeting are sent to all the
members whose email addresses are registered with the Company/ Depository Participant(s).

Acknowledgements

Your directors wish to place on record their appreciation for co-operation and support extended by all concerned
stakeholders.

By order of the Board

For INDO GULF INDUSTRIES LIMITED

Place: New Delhi

Date: 30.05.2024 Sd/- Sd/-

Gaurav Kumar Rajesh Jain

Managing Director Director

DIN: 08063422 DIN: 01200520