India Radiators Ltd Directors Report

<dhhead>REPORT OF BOARD OF DIRECTORS </dhhead>

Your Directors are pleased to present the Annual Report and the Audited Financial Statements of the Company for the year ended 31 March 2024.

1. REVIEW OF OPERATIONS

The financial results for the year ended 31 March 2024 have been prepared in accordance with Indian Accounting Standards. During the financial year ended 31 March 2024, the company has made a loss of INR 79.39 lakhs(Previousyearprofitof INR 50.76 lakhs) before tax and exceptional items and a loss of INR 55.76 lakhs (Previous year profit of INR 68.08 lakhs) after tax and exceptional items.

2. FINANCIAL RESULTS (Rs. In Lakhs)

Description	2023-24	2022-23
Income from Operations	6.32	6.32
Other Income	0.34	39.68
Profit/(Loss)Before Depreciation	(79.39)	50.76
Depreciation	-	-
Net Profit/(Loss) before Provision for Tax	(79.39)	50.76
Profit from discontinued operations	-	91.96
Net Profit/(Loss) before Provision for Tax	(79.39)	50.76
Deferred Tax (net)	(23.63)	(17.32)
Profit after Tax	(55.76)	68.08
Other Comprehensive Income (Net of Tax)	459.46	-
Total Comprehensive Income	403.70	68.08

3. DIVIDEND

Your Directors have not recommended any dividend.

4. SHARE CAPITAL

The paid up equity share capital of the company as on 31st March 2024 has been Rs. 90 lakhs comprising of 9 lakh equity shares of Rs.10/- each. The Company has not issued any employee stock option, sweat equity shares and shares with differential voting rights.

5. FIXED DEPOSIT

The Company has neither accepted nor renewed any deposits during the year under review.

6. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company have occurred between the period to which this financial statement relates on the date of this report.

The Promoters of the Company entered into a Share Purchase Agreement with Mercantile Ventures Limited (MVL) to sell their shareholding in the Company which triggered an open offer. Accordingly an Open Offer was made by Mercantile

Ventures Limited (‘Acquirer’) to acquire up to 2,34,000 (Two Lakh Thirty Four Thousand only) fully paid Equity Shares of face value of 10/- each representing 26% of the Voting Share Capital of the Company (‘Target Company’) , for cash at a price of 6/- in compliance with Regulations 3(1) and 4 and other applicable regulations of the Securities and Exchange

Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. 2920 equity shares were acquired by

MVL by open offer.

On completion of the open offer, Mercantile Ventures Limited (acquirer) has completed the acquisition of 38.41% equity share capital and voting rights in the Company on 8th July 2024, from the existing promoters of the Company, as per terms of the SPA executed on 05th January 2024 and had become the promoter of the Company. The application for reclassification of promoters was made to BSE on 18th July 2024 pursuant to Section VI and Clause 23 of the Letter of Offer and 31A (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and awaiting for approval.

7. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business.

8. HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Mercantile Ventures Limited is the holding company with effect from 06 September, 2019 pursuant to Section 47 (2) of the

Companies Act, 2013.

The Company has neither a subsidiary nor an associate company.

9. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013 the Board hereby submits its Responsibility Statement:-a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the year ended 31 March 2024; c) The directors had taken proper and sufficientcare for the with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The directors had prepared the annual accounts on a going concern basis; e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively. Internal financial adopted by the company for ensuring the orderly and efficient company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company’s Board comprises of the following directors at present:-

Mr. T Govindarajan	Independent Director
Mr. B Narendran	Independent Director
Ms. Rita Chandrasekar	Independent Director
Mr. E N Rangaswami	Whole Time Director

The independent directors of the company were re-appointed in the 69th Annual General Meeting held on 5 August, 2019 for a period of 5 years from 29 May 2020. Mr. E N Rangaswami, Director is liable to retire by rotation in the ensuing Annual General Meeting.

The Key Managerial personnel of the Company are:

Mr. E N Rangaswami	Whole-Time Director
Mr. V Padmanabha Sarma	Chief Financial Officer (till 21 June 2024)
Mr. N. Umashankar	Chief Financial Officer (with effect from 22 June 2024)
Mr. Oberoi Jangit M	Company Secretary

Mr. E N Rangaswami, Mr. N. Umasankar and Mr. Oberoi Jangit M are holding the position of Whole Time Director, CFO and Company Secretary respectively of Mercantile Ventures Limited, the holding Company and their appointments are pursuant to Section 203 (3) of Companies Act, 2013.

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in

Section 149(6) of the Companies Act, 2013, so as to qualify themselves for the continuance as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

12. COMMITTEES OF THE BOARD AND MEETINGS

Currently, the Board has three Committees:

Audit Committee

Nomination & Remuneration Committee

Stakeholders Relationship Committee

A detailed note on Board and its committees is provided in the Corporate Governance Report.

During the financial year 2023-24, Six Board meetings were held and the details of which are given in the Corporate

Governance Report. The intervening gap between the meetings is within the period prescribed under the Companies Act, 2013. The details of constitution of the Board and its Committees are given in the Corporate Governance Report.

13. CORPORATE GOVERNANACE

A report on Corporate Governance as stipulated under Schedule V and Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The requisite certificate from a practicing company secretary confirming compliance with the conditions of corporate governance as stipulated is annexed to the

Corporate Governance report.

14. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company’s Policy relating to appointment of directors, payment of Managerial remuneration, director’s qualifications, positive attributes, independence of directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is uploaded in the website of the company in the following link: https://www.indiaradiators.com/wp-content/uploads/2021/02/REMUNERATION-POLICY.pdf The Remuneration Policy also forms part of the Corporate Governance Report.

15. FAMILIARISATION PROGRAM

The Independent Directors attend a familiarisation program on being inducted into the Board. The details of familiarisation program are provided in the Corporate Governance Report and also available on the website of the Company https://www. indiaradiators.com/wp-content/uploads/2024/05/IRL-Familiarization-programme-2023-24.pdf.

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance of the Board and the Non-independent Directors were considered and evaluated by the independent directors at their meeting held on 04-08-2024 without the participation of the non-independent directors and key managerial personnel.

They also assessed the quality, quantity and flow of information between the Company’s Management and the Board that are necessary for the Board to perform its duties effectively and reasonably.

Pursuant to the provisions of the Companies act, 2013 and regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own, the directors individually as well as the working of its various committees.

17. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company’s Internal Control System has been designed to provide for:

Accurate recording of transactions with internal checks and prompt reporting.

Adherence to applicable accounting standards and policies.

Compliance with applicable statutes, management policies and procedures.

Effective use of resources and safeguarding of assets.

The Internal audit was carried out periodically by a practicing chartered accountant. The observations arising out of the audit are periodically reviewed and compliance ensured. The summary of the internal audit observations and management responses are submitted to the Board after review by the Audit Committee.

18. REPORTING OF FRAUDS

There was no instance of fraud during the financial year 2023-24, which requires the Statutory Auditors to report to the Audit

Committee and / or Board under Section 143(12) of the Act and the rules made there under.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The contracts or arrangements made with Related Parties as defined under Section 188 of the Companies Act, 2013 are provided in Form No. AOC-2 attached with this report.

The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved by the Board may be viewed on the Company’s website at the web link: https://www.indiaradiators.com/wp-content/uploads/2024/05/ IRL-RPT-Policy.pdf.

20. AUDITORS

STATUTORY AUDITORS

M/s. Venkatesh & Co, Chartered Accountants (Firm Registration No. 004636S) the statutory auditors will be completing their second term of 5 years at the conclusion of the 74th AGM to be held on 20th September, 2024. M/s. DPV & Associates, Chennai (Firm Registration No.011688S), who have expressed their willingness to be appointed be and are hereby proposed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting ("AGM") till the conclusion of the Seventy Nineth AGM to be held in the year 2029, at a remuneration of Rs.50,000/- (Rupees Fifty

Thousand only) per annum subject to the approval of the shareholders. They have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for appointment.

SECRETARIAL AUDITOR

M/s KRA & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditor by the Board of Directors. The report of the Secretarial Auditor is annexed to this report.

COST AUDITOR AND MAINTAINENCE OF COST RECORDS

The business activity of the Company is not covered under rule 3 of The Companies (Cost Records and Audit) Rules, 2014. Accordingly, the maintenance of cost records under section 148(1) of the Companies Act, 2013 is not applicable.

21. RISK MANAGEMENT

The Company has not adopted any Risk Management Policy since it is not applicable as per the regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR).

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans, guarantees or made any investments under Section 186 of the Companies Act, 2013 during the financial year ended 31 March 2024.

23. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

As the company has no woman employee and the total no of employees are less than ten, it is not required to form an internal complaints committee as per section 6 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressed) Act, 2013. Accordingly, all the concerns shall be reportedtoEveryDistrictofficer/snotified by the appropriate

Government.

24. AUDIT COMMITTEE AND WHISTLE BLOWER POLICY

Pursuant to section 177(8) of the Companies Act, 2013, the information about composition of Audit Committee and other details are given in the corporate Governance report, forming part of this report. The Board has accepted the recommendations of the Audit Committee. The Audit Committee comprises of Ms. Rita Chandrasekar as chairperson and Mr. T Govindarajan and Mr. B Narendran as members.

The Company has adopted Whistle blower policy to report genuine concerns. The Policy as approved by the Board may be viewed on the Company’s website at the web link: https://www.indiaradiators.com/wp-content/uploads/2024/04/Whistle-blower-policy.pdf

25. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the Company for the financial year 2023-24.

26. ANNUAL RETURN

The annual return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with relevant rules is placed in the website of the Company in the web link https://www.indiaradiators.com/wp-content/uploads/2024/06/IRL_Form_

MGT_7_31-03-23-final.pdf.

As per the Companies Amendment Act, 2017, the provisions regarding extract of Annual Return in the form of MGT-9 has been dispensed with.

27. PARTICULARS OF EMPLOYEES

The Company has no employee whose salary exceeds the limits as prescribed under Rule (5) (2) of Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014.

The statement containing information as required under the provisions of Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report.

28. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy and Technical Absorption:

The business of the Company is Renting of Properties. The particulars prescribed under Section 134 of the Companies Act, 2013 read with rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to conservation of energy and technology absorption is not applicable to the limited business operations of the Company.

Foreign Exchange Earnings: Foreign Exchange Inward – NIL Foreign Exchange Outward - NIL

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company’s Operations in future.

30. EXPLANATIONS ON QUALIFICATIONS MADE BY THE AUDITORS IN THEIR REPORTS

There are no adverse remarks made by the Auditors of the Company.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT a) INDUSTRY STRUCTURE AND DEVELOPMENT

The Indian real estate sector has shown considerable upswing and is expected to reach US$ 1 Trillion in market size by 2030. The Indian real estate market is set to continue its growth trajectory, supported by strong demand across various segments and increasing investment inflows. This resilience positions of the market will navigate macroeconomic challenges and emerge stronger in the financial year 2024-25. b) OPPORTUNITIES AND THREATS

With a surge in demand, the commercial real estate market is poised to see double digit growth in the office and residential segments. The growth momentum is likely to continue in the year ahead with increasing absorption and diminishing vacancy in office space. The Average property prices in Chennai are expected to rise by 5-7% during the fiscal year.

The real estate sector is faced with threats like liquidity constraints and high construction costs. The rental yields are relatively low compared to other investment avenues. c) SEGMENT WISE REPORTING

The Company operates only in one segment – Renting of properties. d) FUTURE OUTLOOK AND STATE OF AFFAIRS

The Company has applied to the Archaeological Survey of India (ASI) to remove the restrictions in fresh constructions for restarting its operations at Puzhal factory. The Company is also looking at other options. In the meanwhile the company has rented out a portion of its land. e) RISKS & CONCERNS

The Archaeological Survey of India (ASI) ban on new construction is continuing at Puzhal and only repair work to the existing building is permitted. The Company has requested for removal of restrictions with the ASI authorities.

f) INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Company has adequate internal control system commensurate with its size and operations. g) Discussion on financial performance with respect to operational performance

A review for the financial performance is given under review of operations. h) Material developments in Human Resources / Industrial Relations front, including number of people employed. – Nil I) SIGNIFICANT CHANGES IN FINANCIAL RATIOS

The significant changes in the financial ratios of the Company are as follows:

Financial Ratios	2023-24	2022-23	% Change	Reasons
a) Current Ratio	0.25	0.18	37.43%	Increase in Trade Receivables
b) Return on Capital Employed	(3.21)	6.03	(153.18%)	Due to inclusion of profit from discontinued business in FY 2022-23.
c) Net Profit Ratio	(882.33)	1077.19	(181.91%)	Due to inclusion of profit from discontinued business in FY 2022-23.
d) Return on Investment	(3.06)	5.67	(153.97%)	Due to inclusion of profit from discontinued business in FY 2022-23.

j) Any change in return of net worth as compared to the immediately preceding financial year.

The details of return of net worth as compared to the immediately preceding financial year are provided as given below: (Rs. In Lakhs)

No. Net Worth FY 2023-24	Net Worth FY 2022-23 (Previous Financial Year)	Change	Explanation
1 47.90	(355.80)	403.70	Due to Other Comprehensive income during the year

INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The ratio of the remuneration of each director to the median remuneration of the employees of the company for the year ended 31 March 2024.	Mr. E N Rangaswami, Whole-time Director	NA
The percentage increase in remuneration of each Director, Chief Financial Officer, Company	Mr. E.N.Rangaswami, Whole-time Director	NIL
Secretary in the year ended 31 March 2024.	Mr. R Subbaraya Davey,	6%
	Chief Financial Officer (upto 07th August 2023)
	Mr. V Padmanabha Sarma (from 08th August 2023 till 21st June 2024)	NA
	Mr. N. Umasankar (from 22nd June 2024)	NA
	Mr.Oberoi Jangit, Company Secretary	NA
The percentage decrease in the median remuneration of employees in the financial year ended 31 March 2024	NA	NA
The number of permanent employees on the rolls of Company – as on 31 March 2024	THREE
Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof	Other than KMP KMP	NA 6%

INFORMATION PURSUANT TO RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014: DETAILS OF EMPLOYEES IN TERMS OF REMUNERATION RECEIVED DURING THE YEAR

Name Designation Remuneration Qualification Experience Date of Age Last (In Rs.) Joining Employment

E N Rangaswami Whole Time NIL* B.Sc., ACA 45 years 06-08-2020 67 Manali petro Director chemicals Ltd, General Manager (Finance) R Subbaraya Davey CFO 1,69,109 B.Com 44 years 01-04-2015 67 Mercantile

(upto 07-08-2023) Ventures Limited V Padmanabha Sarma CFO NIL* B.Com., ACA 45 Years 08-08-2023 74 Mercantile

(from 08-08-2023) Ventures Limited N Umasankar CFO NIL* MBA- Finance 30 years 22-06-2024 56 I3 Securitiy (from 22-06-2024) & HR Private Limited Oberoi Jangit M Company NIL* M.Com, ACS 8 Years 16-06-2024 32 Assistant Secretary Company Secretary in Orient Green Power Company Limited Group.

1. The above appointments are contractual.

2. As per the disclosure available with the Company, none of the above employees are related to any Director and they do not hold any shares in the Company.

* Mr. E N Rangaswami, V Padmanabha Sarma, Mr. N Umasankar and Mr. Oberoi Jangit M are paid remuneration by Mercantile Ventures Limited, the Holding Company.

AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY.

Company is adopting remuneration guidelines for fixing the remuneration as per the policies laid down by the Nomination and

Remuneration Committee.

ACKNOWLEDGEMENT

Your directors express their grateful thanks for the assistance, co-operation and support extended to the Company by Promoters, shareholders and the bankers for their continued support. The Directors also place on record their appreciation of the good work put in by the employees of the company.

E N Rangaswami	B Narendran
Whole Time Director	Director
DIN: 06463753	DIN: 01159394

Place : Chennai

Date : 02-08-2024