IM+ Capitals Ltd Directors Report

To, The Members,

Your Directors have pleasure in presenting their 34^th Annual Report on the business and operations of the Company along with Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS OF THE COMPANY

(Rs. In Lakhs)

Particulars	(Standalone)		(Consolidated)
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	95.44	41.02	42517.08	52592.89
Other Income	136.39	715.82	3089.36	4662.55
Total Income	231.84	756.85	45606.45	57255.44
Total Expenses	110.05	108.25	41700.70	47879.65
Profit/(Loss) From Operations Before Exceptional	121.78	648.60	3905.74	9375.79
Items & Tax
Add: Share of (Profit)/Loss of other Partner in LLP	-	-	-	-
Add: Exceptional Items	-	-	128.32	147.45
Add/(Less): Prior Period Expenses	-	-	133.63	-
Less: Exceptional Items / Prior Period Items	129.28	-	-	-
Profit/(Loss) Before Tax	(7.49)	648.60	3900.44	9523.24
Tax Expenses	(1.89)	148.96	129.30	153.87
Profit/Loss After Tax for the year	(5.61)	499.64	3771.13	9369.37
Equity Share Capital (Paid Up)	2037.16	1241.41	2037.16	1241.41

2. FINANCIAL PERFORMANCE AND STATE OF COMPANY AFFAIRS

Information on the operational and financial performance of the Company is given in the Management Discussion and Analysis Report, which is annexed to the Report and is in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

3. CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Listing Regulations and applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the financial year 2024-25 have been prepared in compliances of the applicable Accounting Standards and on the basis ofaudited financial statements of the Company, its subsidiaries and associate companies, as approved by therespective Board of Directors.

4. DIVIDEND

The money retained shall be ploughed back for Companys expansion program and to carry on the business activities of the Company. In view of the above your directors are not in a position to declare any dividend on Equity Shares.

5. SHARE CAPITAL

Authorized Share Capital

The Authorized Share Capital of the Company remained unchanged during the year under review and stands at 27,00,00,000/- (Rupees Twenty-Seven Crores only), comprising:

2,50,00,000 (Two Crore Fifty Lakhs) equity shares of 10/- each; and 2,00,000 (Two Lakhs) redeemable preference shares of 100/- each.

It is further noted that pursuant to the resolution passed by shareholders via postal ballot on 10th August, 2024, the equity shares of the Company were sub-divided from 10/- each to Re. 1/- each, resulting in:

Authorized Equity Share Capital of 25,00,00,000/- divided into 25,00,00,000 equity shares of Re. 1/- each, and Redeemable preference shares remaining unchanged at 2,00,000 shares of 100/- each.

Paid-up Share Capital

As on 31st March, 2024, the Paid-up Equity Share Capital of the Company was 9,90,15,970/- divided into 99,01,597 equity shares of 10/- each.

During the year under review, the Company allotted 1,02,20,000 equity shares of 10/- each pursuant to the conversion of fully paid-up Convertible Warrants on a preferential basis. As a result of the above allotments, the paid-up equity shares capital of the Company increased from 9,90,15,970/- divided into 99,01,597 equity shares of 10/- each, to 20,12,15,970/- divided into 2,01,21,597 equity shares of 10/- each.

Subsequently, the Company undertook a sub-division of equity shares from 10/- each to Re. 1/- each, pursuant to approval by shareholders via Postal Ballot on 10.08.2024. Accordingly, the paid-up equity shares capital post sub-division stood at 20,12,15,970/- divided into 20,12,15,970 equity shares of Re. 1/- each as on 31.03.2025.

Further, during the year, the Board noted the forfeiture of 5,60,000 convertible warrants allotted on 22.02.2023 due to non-payment of the balance 75% within the stipulated period of 18 months. As per SEBI (ICDR) Regulations, 2018.

The Company does not have any scheme for the issue of shares, including sweat equity to the employees or directors of the Company. The Company does not have a scheme for the purchase of its shares by employees or by trustees for the benefit of employees.

6. TRANSFER TO RESERVES

During the financial year 2024-25, Company has not transferred any amount to the General Reserves.

7. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and or commitments affecting the financial position of the Company between the end of the financial year i.e. March 31, 2025 and the date of the Report.

8. CHANGE OF NAME OF THE COMPANY

The name of the Company was changed from ‘IM+ Capitals Limited to ‘Fedders Holding Limited w.e.f. 19.06.2024. The Company has taken necessary approvals for the name change of the Company and now the new name of the Company is reflected everywhere.

9. CHANGE OF REGISTERED OFFICE OF THE COMPANY

The Company has changed its registered office of the Company from ‘GF 72, World Trade Center, Babbar Road, Connaught Place, New Delhi- 110001 to ‘C-15, RDC, Raj Nagar, Ghaziabad- 201001 (U.P.) w.e.f. 12.04.2024.

10. OPERATING RESULTS AND BUSINESS OPERATIONS

The Company recorded a Revenue from Operations of Rs. 95.44 lakhs in the financial year 2024 25 as compared to Rs. 41.02 lakhs in the previous year, reflecting an increase of approximately 132.67%. Despite the increase in revenue, the Company reported a Loss After Tax of Rs. 5.61 lakhs in FY 2024 25 as against a Profit After Tax of Rs. 499.64 lakhs in FY 2023 24. This reflects a negative swing of approximately 101.12%, indicating a shift from profit to loss. The Tax Expenses of the Company for FY 2024 25 stood at Rs. (1.89) lakhs (including deferred tax of Rs. (2.65) lakhs), compared to Rs. 148.96 lakhs in the previous year. Earnings per Share (EPS) of the Company for the FY 2024-25 is Rs. (0.00)/- as against Rs. 0.55/- in F.Y 2023-24 as per Standalone financial statement of the Company. While Earnings per Share (EPS) of the Company for the F.Y 2024-25 is Rs. 2.54/- as against Rs. 10.23/- in FY 2023-24 as per consolidated financial statement of the Company.

11. HUMAN RESOURCES DEVELOPMENT

The Company has continuously framed policies & adopted structures that help to attract the best external talent and promote internal talent to higher roles & responsibilities. The Company is focused to improve the knowledge, ability, skills, and other talents of employees which in turn provides for an open work environmentfostering continuous improvement and development that helped several employees realize their career aspirations.

As a result, Fedders Holding Limited (Formerly known as IM+ Capitals Limited) HR department has strengthened its impact in its day-to-day functioning, and is raising its standard of excellence to ensure timely availability of necessary talent and capabilities and engage and help employees to perform sustainably and in maximizing the growth of employees & organizationas a whole.

12. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2024-25, the Company has not received any complaints on sexual harassment and also, no complaint is pending on sexual harassment.

13. MATERNITY BENEFIT ACT, 1961

The Company has complied with all applicable provisions of the Maternity Benefit Act, 1961 during the year. Necessary benefits and leave entitlements are extended to eligible employees in accordance with the law.

14. DOCUMENTS PLACED ON THE WEBSITE (www.imcapitals.com)

The following documents among others have been placed on the website in compliance with the Companies Act, 2013 and other statutory requirements:

Details of unpaid dividend as per IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 as per Section 124(2);

Brief Profile of Directors

Financial Statements including consolidated financial statements, of the Company along with all other documents required as per Section 136(1);

Details of the Vigil Mechanism as per Section 177(10);

The terms and conditions of appointment of the independent directors as per Schedule IV.

15. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER

INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance Report and Management Discussion and Analysis report are attached and form part of the AnnualReport.

16. STATUTORY AUDITORS AND SECRETARIAL AUDITORS

Statutory Auditors

M/s O. Aggarwal & Co., Chartered Accountants, H-3/11-A, Krishna Nagar, Delhi- 110051, the Statutory Auditors of the Company, having firm registration number 005755N with the Institute of Chartered Accountants of India, was appointed for a period of 5 years from the financial year 2022-23 to the financial year 2026-27 and same was approved by the members of the Company at the 31st AGM. Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the AGM.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Chetna Bhola & Associates, Company Secretaries as the Secretarial Auditor of the Company to undertake Secretarial Audit of the Company for FY 2024-25. The Secretarial Audit Report is annexed herewith as annexure.

Internal Auditor

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, your Company has appointed M/s. Punam Gupta & Associates, Chartered Accountants, as the Internal Auditorsof the Company for Financial year 2024-25 and takes their suggestions and recommendations to improve and strengthen the internal control systems.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO

In view of the nature of activities being carried out by the Company, the disclosure concerning energy conservation measures, technology absorption and Research & Development efforts are not applicable to theCompany.

Further during the year under review, Company has no foreign exchange earnings and outgo.

18. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/Board/ Committees was carried out and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and on self-evaluation basis. Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors. Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC).

A separate meeting of the independent directors ("Annual Independent Directors meeting") was convened on 07/02/2025, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. After convening the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Boards Chairman covering performance of the Board as a whole; performance of the non-independent directors and performance of the Board Chairman.

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

A separate statement containing the salient features of financial statements of all subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. As on March 31, 2025, Company has Two (02) Subsidiary M/s IM+ Investments & Capital Private Limited & M/s Feeders Electric and Engineering Limited (Wholly owned subsidiary). Further the Report on the performance and financial position of each the subsidiary, associate and joint venture and salient features of the financial statements in the prescribed form AOC-1 is annexed to this Report.

20. REGISTRAR AND TRANSFER AGENT OF THE COMPANY

M/s MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) having its office at Noble Heights, 1st Floor, Plot No. NH 2, LSC, C-1 Block, Near Savitri Market, Janakpuri, New Delhi-110058 was appointed as Registrar and share transfer agent (RTA).

21. DEPOSIT FROM PUBLIC

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

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

During the financial year 2024 25, and up to the date of this Report, the following changes took place in the composition of the Board of Directors: Mrs. Tanya Singhal (DIN: 08930315), Non-Executive - Non-Independent Director, resigned from the Board with effect from 12.02.2025. Mrs. Sonal Singhal (DIN: 09745010) was appointed as Non-Executive - Non-Independent Director with effect from 13.02.2025. Mr. Akshay Parmar (DIN: 08562446) and Mr. Rahul Chaudhary (DIN: 07871105), Non-Executive - Independent Directors, resigned from the Board with effect from 12.05.2025. Mr. Nandan Mohanty (DIN: 01630740) and Mr. Nihar Ranjan Satapathy (DIN: 11040679) were appointed as Non-Executive - Independent Directors with effect from 08.05.2025. In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mrs. Sonal Singhal (DIN: 09745010), Non-Executive - Non-Independent Director, retires by rotation at the ensuing Annual General Meeting. being eligible, she has offered herself for re-appointment. The Board of Directors recommends her re-appointment on the Board.

The relevant details, as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), of the person seeking reappointment/appointment as Director are annexed to the Notice convening the Annual General Meeting.

There being no other change apart from those mentioned above from the end of the financial year to the date of this Notice.

Key Managerial Personnel

During the financial year 2024 25, there was no change in the Key Managerial Personnel of the Company.

23. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that: a) In the preparation of the annual accounts for the financial year 2024-25, the applicable accounting standards have been followed and there are no material departures; b) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year; c) We have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) We have prepared the annual accounts on a going concern basis; e) We have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and f) We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. DISCLOSURE ON INTERNAL FINANCIAL CONTROLS

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational, which includes its design implementation and maintenance along with periodical internal review of operational effectiveness and sustenance. This ensures orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Internal financial controls with reference to the financial statements were adequate and operating effectively.

25. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANYS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, no company has become or ceased to be a subsidiary, joint venture, or associate company of the Company.

26. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards in the Financial Year 2024-25.

27. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the Code for Corporate Disclosures ("Code"), as approved by the Board from time to time, are in force by the Company.

28. SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by any regulators, courts, or tribunals impacting the going concern status and Companys operations during the year under review.

29. CHANGE IN NATURE OF BUSNIESS

During the year there is no change in nature of business of the Company under review.

30. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act and the Rule 5(1) of Companies (Appointment and Remuneration) Rules, 2014 in respect of employees of the Company. a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2024-25: Median Salary (Annual) of employees for the Financial Year 2024-25 is Rs. 3.24 Lakhs. b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year 2024-25:

Sr. No.	Name of Director/KMP	Designation	% Increase in remuneration
1.	Mr. Vishal Singhal	Whole Time Director	N.A.
2.	Ms. Sakshi Goel	Company Secretary	6.25
3.	Bijay Kumar Pathak	Chief Financial Officer	N.A.

c. The percentage decrease in the median remuneration of employees in the financial year 2024-25 is 13.42%. d. The number of permanent employees on the rolls of company as on 31^st March, 2025 are (2) Two. e. The explanation on the relationship between average increase in remuneration and Company performance: The increase in remuneration is in line with the market trends. f. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

Particulars	Amount in
	Lakhs
Remuneration of Key Managerial Personnel (KMP) during financial year 2024-25 (Aggregated)	5.61
Revenue from operations	95.44
Remuneration (as % of revenue)	5.88%
Loss before tax (PBT)	7.49 (Loss)
Remuneration (as % of PBT)	NA

g. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration andjustification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

The average increase in salaries of employees other than managerial personnel is approximately equal to percentileincrease in the managerial remuneration; there is no exceptional increase in managerial remuneration. h. Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company.

Name of KMP	Design-	Remunera-	Revenue	Remunera-	Loss before	Remu-
	ation	tion	(in	tion (as %	tax	neration
		(in Lakhs)	Lakhs)	of reve-	(LBT)	(as % of
				nue)	(in Lakhs)	LBT)
Ms. Sakshi Goel	CS	5.61	95.44	5.88%	7.49 (Loss)	NA
Mr. Bijay	CFO	-	-	-	-	-
Kumar Pathak

i. The key parameters for any variable component of remuneration availed by the directors: N.A. j. The ratio of the remuneration of the highest paid director to that of the employees who are not directors butreceive remuneration in excess of the highest paid director during the year: Being directors are paid sitting fee only, details are not provided. k. The Company hereby affirms that the remuneration is as per the remuneration policy of the Company.

The Companys remuneration policy is driven by the success and performance of the individual employees and the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high-performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

The information required under Section 197 of the Act and the Rule 5(2) of Companies (Appointment and Remuneration) Rules, 2014 in respect of employees of the Company, is as follows: -

A. Detail of Top ten employees in terms of remuneration drawn during F.Y 2024-25 are as:

S.		Date of	Gross	Qualificati	Age (in	Experi	Last	Designation
No.	Employe Name of	Joining	Remunera	on	years)	ence	Employ
	e		tion (in			(in years)	ment
			Lakhs)
1	Vishal	02/11/20	12.00	MBA	32	12 years	N.A.	N.A.
	Singhal	20
2	Sakshi Goel	30/06/20	5.61	CS	34	8 years	N.A.	Company
		22						Secretary

The information required under Section 197 of the Act and the Rule 5(2) of Companies (Appointment and Remuneration) Rules,2014 in respect of employees of the Company, is as follows: -

Employee in the Company in receipt of remuneration for that year which, in the aggregate, was not less	NIL
than one crore and two lakh rupees.
Employees in the Company who employed throughout the financial year or part thereof, was in receipt	NIL
of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Eight lakh
and fifty thousand rupees per month.
Employee in the Company who employed throughoutthefinancialyearorpartthereof, was in receiptof	NIL
remuneration in that year which, in the aggregate, or the case may be at a rate in aggregate, or as the
case may be, in excess of that drawn by the managing director or whole-time director or manager and
holds by himself or along with his spouse and dependent children, not less than two percent of the equity
shares of the Company.

31. EXTRACT OF ANNUAL RETURN

As per MCA Vide Notification dated 05.03.2021, the extract of Annual Return in Form No.MGT-9 is not required under Section 92 of the Companies Act, 2013 for the financial year ending March 31, 2025.

32. CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social Responsibility.

33. NUMBER OF MEETINGS OF THE BOARD

Twelve (12) meetings of the Board of Directors of the Company were held during the year. For details of the meetings, please refer to the Corporate Governance Report, which forms part of the Annual Report.

34. RESIGNATION OF INDEPENDENT DIRECTORS

Subsequent to the close of the financial year, Mr. Akshay Parmar (DIN: 08562446) and Mr. Rahul Chaudhary (DIN: 07871105), Independent Directors of the Company, resigned from their directorships with effect from 12th May, 2025. The Board places on record its sincere appreciation for their valuable contributions and guidance during their tenure.

35. INDEPENDENT DIRECTORS DECLARATION

Pursuant to the provisions of Section 149(7) of the Companies Act, 2013, the Company has received necessary declarations from all its Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMPANYS POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION

The Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are available on the website of the Company under the heading investor zone at www.imcapitals.com.

We affirm that remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

36. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

In compliance with Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company has formulated Code of Conduct for the Board members and senior management personnel of the Company so that the Companys business is conducted in an efficient and transparent manner without having any conflict of personal interests with the interests of the Company. All the members of the Board and senior management personnel have affirmed compliance with the Code of Conduct.

Declaration by the Chairman

It is hereby declared that the Company has obtained from each individual member of the Board of Directors and the Senior Management confirming that none of them has violated the conditions of the said Code of Conduct.

37. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Directors are related to each other within the meaning of the term "relative" as per Section 2(77) of the Act and SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015. Details given in Corporate Governance Report forming part of this report.

38. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There were no guarantees or security given and investments made by the Company however; the Company has given Loans as per Section 186 of the Companies Act, 2013. The details of the transactions are disclosed in the Note no. 33 to the financial statements.

39. TRANSACTIONS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Sub- Section (1) of Section 188in the prescribed Form AOC-2 are given in Annexure.

40. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no amount was transferred to IEPF.

41. COST RECORD

The provisions relating to maintenance of cost records and cost audit as prescribed under Section 148(1) of the Companies Act, 2013 are not applicable to the Company for the financial year under review.

42. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND

BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceeding pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

43. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND

VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions

44. DETAILS OF FRAUD REPORTED BY AUDITOR

As per auditors report, no fraud u/s 143(12) reported by the auditor.

45. RISK MANAGEMENT

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Companys process and policies for determining risk tolerance and review managements measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

46. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE

ACCOUNT

The Company has no shares lying in demat suspense account or unclaimed suspense account.

47. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program of the independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report.

48. VIGIL MECHANISM

The Company has established a vigil mechanism for adequate safeguards against victimization of directors and employees of the Company for details please refer to the Corporate Governance Report attached to the Annual Report.

49. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

50. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposedin the management.