Infomedia Press Ltd Directors Report

Dear Members,

The Board of Directors are pleased to present the 70^th Annual Report and the Companys Audited Financial Statement for the Financial Year ended March 31,2025.

Financial Results

The financial performance of the Company for the year ended March 31, 2025 is summarized below:

Particulars	2024-25	2023-24
Other Income	-	1.53
Profit / (Loss) before interest and depreciation from continuing operations	-	1.53
Less: Finance Costs	291.26	281.69
Less: Depreciation and amortization expenses	0.31	0.32
Profit / (Loss) before tax from continuing operations	(291.57)	(280.48)
Profit/ (Loss) before tax from discontinued operations	(81.73)	(106.81)
Less: Total Tax expense	-	-
Profit / (Loss) for the year	(373.30)	(387.29)
Add: Other Comprehensive Income:
Items that will not be reclassified to profit or loss	-	(0.09)
Total Comprehensive Income for the year	(373.30)	(387.38)

Results of operations and the State of Companys affairs

There is no operating revenue in the Company as the Company has ceased its business operations. The Company has incurred a net loss of 373.30 lakh for the year 2024-25.

Transfer to Reserves

In view of the losses, the Company does not propose to transfer any amount to the reserves.

Dividend

In view of the losses, the Board of Directors have not recommended any dividend for the year under review.

Material changes from the end of the Financial Year till the date of this report

There have been no material changes and commitments affecting the financial position of the Company between the end of the

Financial Year to which the financial statement relates and date of this Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is as under:

1. Business overview

The Company had ceased its operations in the year 2012-13 due to commercial unviability, and as such the Company had no business operations during this year. The Company is evaluating various options including starting a new line of business.

2. Discussion on financial performance

Revenue: Since the Company had ceased operations, there is no revenue from operation during the year.

Expenditure: There were no operating expenses incurred by the Company during the year under review. However, the Company incurred some expenses relating to employee welfare benefits and statutory expenses like auditor fee and legal and professional expenses.

3. Risk and concerns

The Company currently has no business operations and hence there are no operating risks and concerns.

4. Internal Control Systems

The Company has an adequate internal control system commensurate with the size of the Company.

5. Human Resources

Currently, there are no employees on payroll of the Company.

6. Outlook

The Company is evaluating various options including starting a new line of business and shall inform shareholders regarding the same as and when a decision is arrived at.

The Net-worth of the Company for the period under review was negative. For information on relevant financial ratios, please refer Note no. 31 to the Financial Statement.

Internal Financial Controls

The Company has an adequate system of internal financial controls to safeguard and protect the Company from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the management. The Company is following the applicable Accounting Standards for properly maintaining the books of accounts and reporting Financial Statement.

The internal financial controls have been embedded in the processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional leaders as well as testing of the internal financial control systems by the Internal Auditors during the course of their audits.

The Audit Committee reviews the adequacy and effectiveness of the Companys internal controls and monitors the implementation of the audit recommendations.

Risk Management

The Board of Directors of the Company is responsible for direction and establishment of internal controls to mitigate material risk. The Company has formulated and adopted a Risk Management Policy to identify the element of risk and to provide reasonable assurance that all the material risk will be mitigated or managed.

Subsidiaries / Joint Ventures/ Associate Companies

The Company does not have any Subsidiary / Joint Venture/ Associate Company, therefore disclosures under Rules 8(1) and 8(5)(iv) of the Companies (Accounts) Rules are not applicable to the Company.

Secretarial Standards

The Company has followed applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to “Meetings of the Board of Directors” and “General Meetings” respectively.

Directors Responsibility Statement

Pursuant to the requirement under Section 134 of the Companies Act, 2013 (“the Act”) with respect to Directors Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable Accounting Standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

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 as at March 31,2025, and of the loss of the Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 of the Company for the financial year ended March 31,2025, 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 were operating effectively; and

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

Corporate Governance

The Company adheres to the Corporate Governance requirements set out by Securities and Exchange Board of India (“SEBI”).

The Corporate Governance Report of the Company as stipulated under the Listing Regulations forms part of this Annual Report. The Company has duly complied with the Corporate Governance requirements as set out under Chapter IV of the Listing Regulations and M/s. N.K.J. & Associates, Practicing Company Secretaries, vide their certificate dated April 16, 2025, have confirmed that the Company is and has been compliant with the conditions stipulated in Chapter IV of the Listing Regulations. The said certificate forms part of the Annexures to the Report of Corporate Governance.

Contracts or Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in its ordinary course of business and on an arms length basis.

During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is posted on the Companys website and may be accessed at the link: https:// infomediapress.in/wp-content/uploads/2022/07/Policy-on- materiality-of-RPT-InfomediaPressLtd.pdf. The policy was amended in order to align with the provisions of the law.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large. Members may refer to Note No.28 to the Financial Statement which sets out related party disclosures pursuant to Ind AS.

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Kshipra Jatana (DIN: 02491225) Director, retires by rotation at the ensuing Annual General Meeting (“AGM”) of the Company and being eligible, offers herself for re-appointment. A detailed profile of Ms. Kshipra Jatana along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM which forms part of this Annual Report. The Nomination and Remuneration Committee and Board of Directors have recommended her re-appointment for the approval of the members.

Further, Mr. Ramesh Kumar Damani (DIN: 00049764), retires by rotation as a Director at the ensuing AGM and being eligible, offers himself for re-appointment. A detailed profile of Mr. Ramesh Kumar Damani along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM which forms part of this Annual Report. The Nomination and Remuneration Committee and Board of Directors have recommended his reappointment for the approval of the members.

Mr. Ratnesh Rukhariyar (DIN:00004615) resigned as NonExecutive Director of the Company w.e.f. closing hours of June 14, 2024. The Board places on record its appreciation for the valuable contribution made by him during his tenure as NonExecutive Director of the Company.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Ms. Bindu Navinchandra Trivedi (DIN:07986509) as Non-Executive Director of the Company w.e.f. June 14, 2024. The appointment of Ms. Bindu Navinchandra Trivedi was approved by the members with requisite majority at the AGM held on September 13, 2024.

Mr. Vivek Jain (DIN: 00005034) was appointed as an Independent Director up to September 23, 2025 and is eligible for reappointment for a second term on the Board of the Company. The Nomination and Remuneration Committee basis performance evaluation of Mr. Vivek Jain, and taking into account the external business environment, the business knowledge, acumen, experience and the substantial contribution made by him during his tenure, has recommended to the Board that the continued association of Mr. Vivek Jain as an Independent Director would be beneficial to the Company.

Based on the above and the performance evaluation, the Board proposed the re-appointment of Mr. Vivek Jain as an Independent Director of the Company for a second term of 3 (three) years commencing from September 24, 2025 to September 23, 2028 (both days inclusive), not liable to retire by rotation, for

the approval of the Members by way of a Special Resolution. Further, in the opinion of the Board, Mr. Vivek Jain is a person of high integrity, expertise and experience and qualifies to be reappointed as an Independent Director of the Company.

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has appointed Mrs. Riddhi Bhimani (DIN: 10072936) as an Additional Director designated as an Independent Director on August 29, 2025, for a term of 3 (three) years, subject to the approval of the members. In the opinion of the Board, she possesses requisite expertise, integrity and experience (including proficiency). A detailed profile of Mrs. Riddhi Bhimani along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of Annexure to the Notice of the Annual General Meeting which forms part of this Annual Report. The Nomination and Remuneration Committee and Board of Directors have recommended her appointment for the approval of the members.

During the year under review, Mr. Sanjeev Kumar Singh demitted office as Manager of the Company w.e.f. closing hours of June 5, 2024. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors approved the appointment of Mr. Pratik Dinesh Sangoi as Manager of the Company w.e.f. July 12, 2024 for a period of 5 (Five) years, without any remuneration. The appointment of Mr. Pratik Dinesh Sangoi was approved by the shareholders with requisite majority at the Annual General Meeting held on September 13, 2024.

The appointment and re-appointment of director was in line with the Policy for Selection of Directors and determining Directors Independence.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that:

(i) they meet the criteria of independence as prescribed under Section 149(6) of the Act and the Regulation 16(1)(b) of the Listing Regulations;

(ii) they have registered their names in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs; and

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

The Company has, inter-alia, following policies:

a) Policy for Selection of Directors and determining Directors Independence

b) Remuneration Policy for Directors, Key Managerial Personnel and Other Employees.

The Policy for selection of Directors and determining Directors Independence sets out guiding principles for Nomination and Remuneration Committee for identifying persons who are qualified to become directors and determining directors independence, if the person is intended to be appointed as an Independent Director. There has been no change in this policy during the year under review. The said Policy is available on the website of the Company and can be accessed at: https://infomediapress.in//wpcontent/ uploads/2019/05/Infomedia_Policy_on_Selection_of_Directors_ Determining_Independence.pdf

The Remuneration Policy for Directors, Key Managerial Personnel and other Employees sets out guiding principles for Nomination and Remuneration Committee for recommending to the Board the remuneration of Directors, Key Managerial Personnel and other employees. There has been no change in the policy during the year under review. The said Policy is available on the website of the Company and can be accessed at https:// infomediapress.in//wp-content/uploads/2019/05/Infomedia_ Remuneration_Policy.pdf

Performance Evaluation

The Company has a policy for Performance Evaluation of the Board, Committees and other Individual Directors (including Independent Directors) which includes criteria for performance evaluation of Directors.

In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out an annual evaluation of its performance as well as of the working of its Committees and Individual Directors, including the Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for the Board, Committees, Chairman and individual Directors.

The Independent Directors separately carried out evaluation of Chairman, Non-Independent Directors and Board as a whole. The performance of each Committee was evaluated by the Board, based on views received from respective Committee Members and effectiveness in carrying out their respective mandates.

The consolidated report on performance evaluation was reviewed by the Chairman of the Board and feedback wasgiven to Directors.

Auditor and Audit Report Statutory Auditor

Chaturvedi & Shah LLP, Chartered Accountants (ICAI Firm Regn. No.101720W/ W100355) were re-appointed as the Statutory Auditors of the Company for another term of 5 (five) consecutive years at the AGM held on September 29, 2022.

The Company has received confirmation from them to the effect that they are not disqualified from continuing as Auditors of the Company.

The Notes on the Financial Statement referred to in the Auditors Report are self-explanatory and do not call for further comments.

The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, the para related to going concern given in the Auditors Report is selfexplanatory and does not call for further comments.

Secretarial Auditor

The Board had appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit for the Financial Year 2024-25. The Secretarial Audit Report in form No. MR-3 for the year is annexed with this report and marked as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

In accordance with the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations as amended w.e.f December 13, 2024, it is proposed to appoint M/s. Akanksha Mota & Co., Company Secretaries (Firm Registration No. S2016MH434800), as the Secretarial Auditor of the Company for a term of 5 (five) consecutive financial years, commencing from the financial year 2025-26 to the financial year 2029-30.They are eligible for appointment and the Company has received confirmation from them to the effect that they are not disqualified from acting as Secretarial Auditors of the Company. The Board has recommended the above appointment for the approval of shareholders.

Disclosures

(i) Meetings of the Board

During the Financial Year ended on March 31, 2025, 4 (Four) Board Meetings were held. Further, details of the meetings of the Board and its Committees are given in the Corporate Governance Report, forming part of the Annual Report. Further, maximum interval between two meetings of the Board of Directors has not exceeded 120 days.

(ii) Audit Committee

The Audit Committee of the Company comprises Mr. Lalit Kumar Jain (Chairman), Mr. Vivek Jain and Ms. Bindu Navinchandra Trivedi. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

(iii) Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises Mr. Vivek Jain (Chairman), Mr. Lalit Kumar Jain and Ms. Kshipra Jatana.

(iv) Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company comprises Mr. Karanvir Singh Gill (Chairman), Mr. Lalit Kumar Jain and Ms. Bindu Navinchandra Trivedi.

(v) Vigil Mechanism and Whistle-blower Policy

The Company promotes ethical behaviour in all its activities. Towards this, the Company has established a robust Vigil Mechanism and a Whistle Blower Policy. The Company has constituted an Ethics & Compliance Task Force (ECTF) to process and investigate the protected disclosure made under the Policy. ECTF is required to review complaints and incidents on a quarterly basis and report them to the Audit Committee.

Employees and other stakeholders can report actual or suspected violations of applicable laws and regulations and the Code of Conduct. Such genuine concerns (termed Reportable Matter) disclosed as per Policy are called “Protected Disclosures” and can be raised by a whistleblower through an e-mail or a letter to the ECTF or to the Chairman of the Audit Committee. The confidentiality of those reporting violations is maintained, and they are not subjected to any discriminatory practice or victimization. The Audit Committee oversees the Vigil Mechanism. The Vigil Mechanism and Whistle-blower Policy is available on the Companys website and can be accessed at: https:// infomediapress.in//wp-content/uploads/2019/05/Policy_ vigil_mechanism_whistleblower_Infomedia_Press_Ltd. pdf. During the year under review, no Protected Disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle-blower Policy of the Company was received by the Company.

(vi) Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has in place the Prevention of Sexual Harassment (POSH) Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee as specified under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaint on sexual harassment was received by the Company.

(vii) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Disclosures on Conservation of Energy and Technology Absorption are not applicable to the Company at present. Further, during the year under review, there has been no foreign exchange earnings and outgo.

(viii) Annual Return

The Annual Return, as required under sub-section (3) of Section 92 of the Act in form MGT-7 is made available on the Companys website and can be accessed at https:// www.infomediapress.in/wp-content/uploads/2025/09/ Annual_Return_2025.pdf.

(ix) Particulars of Employees and Related Information

None of the employees is in receipt of salary beyond the limits prescribed under Section 197(12) of the Act read with Rules 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company Secretary to email id: investors@infomedia18.in.

General

During the year under review:

1. The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise.

2. The Company had not accepted any deposit under Chapter V of the Act.

3. The Company had not issued any shares (including sweat equity shares) to directors or employees of the Company under any scheme.

4. The Company had not made any Investments or given any Loans, Guarantees and Securities, therefore disclosure under Section 186(4) of the Act is not applicable.

5. The Company does not have any Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

6. The provisions of Section 135 relating to Corporate Social Responsibility are not applicable.

7. No significant and/or material order was passed by any Regulator/ Court/ Tribunal which impacts the going concern status of the Company or its future operations.

8. No fraud has been reported by Auditors to the Audit Committee or the Board.

9. There is no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016.

10. There was no instance of one-time settlement with any Bank or Financial Institution.

11. The Company is not required to maintain cost records under the provisions of sub-section (1) of section 148 of the Act.

12. The financial statements of the Company were not revised. Acknowledgment

The Board of Directors wish to place on record its appreciation for the faith reposed in the Company and continuous support extended by the investors, employees, members, government and regulatory authorities and various stakeholders.

	For and on behalf of the Board of Directors
	Lalit Kumar Jain
	Chairman
Date: April 16, 2025	(DIN: 01451886)