India Radiators Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the Annual Report and the Audited Financial Statements of the Company for the year ended 31 March 2025.

1. REVIEW OF OPERATIONS

The financial results for the year ended 31 March 2025 have been prepared in accordance with Indian Accounting Standards. During the financial year ended 31 March 2025, the company has made a loss of INR 104.89 lakhs (Previous year loss of INR 79.39 lakhs) before tax and exceptional items and a loss of INR 84.92 lakhs (Previous year loss of INR 55.76 lakhs) after tax and exceptional items.

2. FINANCIAL RESULTS

Description	2024-25	2023-24
Income from Operations	6.32	6.32
Other Income	0.25	0.34
Profit/(Loss)Before Depreciation	(104.89)	(79.39)
Depreciation	-	-
Net Profit/(Loss) before Provision for Tax	(104.89)	(79.39)
Profit from discontinued operations	-	-
Net Profit/(Loss) before Provision for Tax	(104.89)	(79.39)
Deferred Tax (net)	(19.97)	(23.63)
Profit after Tax	(84.92)	(55.76)
Other Comprehensive Income (Net of Tax)	-	459.46
Total Comprehensive Income	(84.92)	403.70

3. AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES

The Company has not transferred any amount to the ‘Reserves for the year ended 31st March 2025.

4. DIVIDEND

Your Directors have not recommended any dividend for the year in view of the losses incurred.

5. MAJOR EVENTS OCCURRED DURING THE YEAR AND TILL THE DATE OF THE REPORT a. Scheme of Amalgamation:

The Board of Directors at their meeting held on O8th April 2025, had approved the Scheme of Amalgamation of India Radiators Limited (‘Transferor Company) with and into Mercantile Ventures Limited (‘Transferee Company) and their respective shareholders and creditors and subsequently the Company had filed an application to BSE Limited along with the draft scheme within the statutory timeliness pursuant to Regulation 37 of the SEBI LODR Regulation 2015.

b. Acquisition of Promoters shareholding by Mercantile Ventures Limited (MVL):

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 Ms. Seetha Chidambaram, Mr.Venkatachalam and M/s. Riviera Capital Consulting & Research Private Limited(erstwhile promoters) of the Company, as per terms of the SPA executed on O5th January 2024 and had become the promoter of the Company. c. Reclassification of Promoters to Public:

After the completion of acquisition, 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 the Company received the approval letter on 17th June 2025. Upon approval of BSE, Mercantile Ventures Limited is the only promoter of the company.

6. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business during the financial year.

7. 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.

8. SHARE CAPITAL

The paid-up equity share capital of the company as on 31st March 2025 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.

9. FIXED DEPOSIT

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

10. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There were no such instances requiring any transfer of any amount by the company to the IEPF as required under Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

11. HOLDING, SUBSIDIARYAND 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.

12. 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 2025;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance 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 control means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business including adherence to companys 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

fy 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.

13. 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. 14. DIRECTORS

Retirement of Independent Directors:

Mr. B Narendran (DIN: 01159394), Ms. Rita Chandrasekar (DIN: 03013549) and Mr. T Govindarajan (DIN: 02603986) retired as Independent Directors from the company consequent to the completion of their respective second term of five years as at the closing hours of 28th May 2025.

Appointment of Independent Directors:

Mr. Alagappan Chandramouli (DIN:02299091), Ms. Sashikala Srikanth (DIN: 01678374) and Mr. Govindarajan Dattatreyan Sharma (DIN: 08060285) were appointed as Non-Executive- Independent Directors of the Company w.e.f. 29th May 2025 by the shareholders through postal ballot on O5th April 2025 for their first term of 5 (five) consecutive years.

Directors who retire by rotation:

Mr. E.N. Rangaswami (DIN: 06463753), a Executive Director, who retires by rotation and being eligible, offers himself for re-appointment.

15. KEY MANAGERIAL PERSONNEL

During the Financial year, Mr. V Padmanabha Sarma, resigned from the post of Chief Financial Officer of the Company with effect from 21st June 2024 and Mr. N Umasankar was appointed as Chief Financial Officer of the Company with effect from 22nd June 2024 as per Section 203 of the Companies Act, 2013.

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.

16. DECLARATION OF INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

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 and they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

17. 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 2024-25, Five Board meetings on 20-05-2024, 19-06-2024, 02-08-2024, 06-11-2024 and 10-02-2025 were held. 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.

18. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE

OF THEIR DUTIES

The Companys Policy relating to appointment of directors, payment of Managerial remuneration, directors 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: httos:/Awww.indiaradiators.com/wp-content/uploads/2021/02/REMUNERATION-POLICY. pdf

The Remuneration Policy also forms part of the Corporate Governance Report.

19. 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://Awww.indiaradiators.com/wp-content/uploads/2025/02/FP-Prog-final. pdf 20. 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 without the participation of the non-independent directors and key managerial personnel.

They also assessed the quality, quantity and flow of information between the Companys 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.

21. REMUNERATION OF DIRECTORS AND PARTICULARS OF EMPLOYEES

There are no employees in the Company. Mr. E.N.Rangaswami, Mr.V. Padmanabha Sarma, Mr. N.Umasankar and Mr. Oberoi Janjit M. were paid remuneration by Mercantile Ventures Limited, the Holding Company.

22. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Companys 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.

23. REPORTING OF FRAUDS

There was no instance of fraud during the financial year 2024-25, 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.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The contracts or arrangements made with Related Parties as defined under Section 188 of the CompaniesAct, 2013 are provided in Form No. AOC-2 attached with this report as Annexure-1.

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

25. AUDITORS

STATUTORY AUDITORS

Mis. DPV & Associates, Chennai (Firm Registration No.011688S), were appointed as Statutory Auditors of the Company to hold office from the conclusion of 74th Annual General Meeting (“AGM”) till the conclusion of the 79th AGM to be held in the year 2029, at a remuneration of Rs.50,000/- (Rupees Fifty Thousand only) per annum.

SECRETARIAL AUDITOR

M/s KRA & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor of the Company to conduct the audit of the secretarial records of the Company and for providing Annual Secretarial Compliance Report, Corporate Governance Certificate, certain other certifications as may be required under the SEBI Listing Regulations read with circulars issued for the financial year 2024-25. M/s KRA & Associates, holds a valid peer review certificate issued by the Institute of Company Secretaries of India.

The report of the Secretarial Auditor is annexed to this report as Annexure-2.

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.

26. 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).

27. 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 2025.

28. 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 reported to Every District officer/s notified by the appropriate Government.

29. VIGIL MECHANISM

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for Directors and employees to report to the Management instances of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee for redressal. No person has been denied access to the Chairman of the Audit Committee of Directors and provides adequate safeguards against victimisation, if any.

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

30. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the Company for the financial year 2024-25.

31. 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:/Avww.indiaradiators.com/wp-content/uploads/2024/11/Form_MGT_7-Final-1.pdf

32. 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

33. 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 Companys Operations in future.

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

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

35. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY

CODE, 2016 (IBC)

There are no applications filed for corporate insolvency resolution process, by any financial or operational creditor or by the company itself under the IBC before the NCLT during the financial year.

36. CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

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 this Report.

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

Indias real estate market has closed yet another strong year, with record-breaking leasing and sales and a growing appetite for new launches. While traditional hubs like Bengaluru, Delhi NCR and Mumbai lead leasing activity, tier-2 cities are also emerging as promising markets. Demand is increasingly tilting towards high-tech, sustainable grade-A office spaces equipped with Al-driven workplace management tools, smart building solutions and energy efficient systems.

b) OPPORTUNITIES AND THREATS

Investments in the sector are expanding beyond traditional models, driven by changing consumer demographics and evolving preferences. This diversification is expected to attract more inflows into the sector.

The commercial real estate (CRE) industry has faced a myriad of uncertainties in recent years, primarily brought on by elevated interest rates, high inflation, and the emergence of technologies like generative Al.

c) SEGMENT WISE REPORTING

The Company operates only in one segment Renting of properties.

d) FUTURE OUTLOOK AND STATE OF AFFAIRS

The Companys application to the Archaeological Survey of India (ASI) to remove the restrictions for fresh constructions is still pending. The Company is also looking at other options and has rented out a portion of its land for now.

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

The 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	2024-25	2023-24	% Change	Reasons
a) Current Ratio	0.22	0.25	(9.01%)	Increase in Trade Receivables
b) Trade Receivables Turnover Ratio	0.35	0.47	(25.19%)	Increase in Trade Receivables
c) Return on Capital Employed	(4.96)	(3.21)	54.52%	Increase in Loss
d) Net Profit Ratio	(1292.20)	(838.50)	54.11%	Increase in Loss
e) Return on Investment	(4.64)	(3.06)	51.90%	Increase in Loss

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:

No.	2024-25	Net Worth FY 2023-24 (Previous	Change	Explanation
		Financial Year)
1	(37.02)	47.90	84.92	Due to Increase in losses

38. 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.

		For and On Behalf	of the Board
Place:	Chennai	E N Rangaswami	Sashikala Srikanth
Date:	31-07-2025	Whole Time Director	Director
		DIN: 06463753	DIN:	01678374