Inland Printers Ltd Directors Report

TO THE SHAREHOLDERS

To,

The Members,

Your Directors present their 45^th Annual Report along with the Audited statements of Account for the year ended March 31, 2025.

1. FINANCIAL RESULTS

The financial results are briefly indicated below:

(In lakh)

PARTICULARS	March 31, 2025	March 31, 2024
Total Income	24.13	-
Total Expenditure	39.10	47.58
Profit/(Loss) after Taxation	(15.02)	(47.66)
Profit/(Loss) Brought Forward	(15.02)	(47.66)
Balance carried to Balance Sheet	(15.02)	(47.66)

2. REVIEW OF OPERATIONS

The Company has incurred a Loss of Rs. 15,02,878/- during the year as compared to the Loss of previous year of Rs. 47,66,111/-

3. OPERATIONS AND FUTURE PLANS:

The Company during the year under review could not conduct any major business activity due to the financial constraints. The Company is in the process of identifying the project which would benefit the company and shareholders at large.

MATERIAL EVENT DURING THE YEAR

AMALGAMATION

The Board of Directors of Inland Printers Limited (the Transferee Company) in their meeting held on 9th March, 2023, had approved the scheme of Amalgamation under section 230 to 232 of the Companies Act, 2013 with Parthiv Corporate Advisory Private Limited (the Transferor Company). The said scheme is subject to the approval of the BSE and National Company Law Tribunal, Mumbai and other requisite approvals. Pending receipt of necessary approvals, no effect of the scheme has been given in the financial results for the quarter ended 31st December, 2023. The appointed date is fixed as 1st January, 2023.

The office of the Regional Director and the Official Liquidator, Bombay have already filed their report before the National Company Law Tribunal, Mumbai and the matter is pending before the Honnble Tribunal for hearing and final disposal.

4. CHANGES IN THE NATURE OF BUSINESS, IFANY:

There have been no material changes in the nature of business during the period under review.

5. DIVIDEND

In view of the Accumulated Loss as stated above, the Board of Directors regrets its inability to recommended payment of any dividend for the year under review.

6. DEPOSITS

The company has not accepted any deposits from the Public within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review and no amount of principal or interest on fixed deposit was outstanding as on the Balance sheet date.

7. DIRECTORS

Director retire by rotation:

In terms of the provisions of the Companies Act, 2013 (‘the Act), Mr. Bhavesh Ramanlal Patel, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Chang in the Board during the year:

During the year under review, the following changes took place in the composition of the Board of Directors Company:

Ms. Nitaben Bhaveshkumar Patel, Director passed away and therefore ceased to be the Director of the Company on 25^th May, 2024. The Board of Directors express their gratitude and taken on record the valuable services rendered by her during the tenure of her services as a director of the Company.

Ms. Nidhi Haresh Parekh, Independent Director, resigned with effect from 19^th November, 2024.

Ms. Dhwani Dinesh Punamiya, Independent Director, resigned with effect from 24^th December, 2024.

Mr. Anurag Satish Tiwari was appointed as an Additional Independent Director with effect from 17^th December, 2025, to hold office till the ensuing Annual General Meeting.

Mrs. Anju Ashok Tiwari was appointed as an Additional Independent Director with effect from 09^th January, 2025, to hold office till the ensuing Annual General Meeting.

The Board places on record its appreciation for the valuable contribution made by the Directors who resigned during the year and welcomes the newly appointed members to the Board.

8. KEY MANAGERIAL PERSONNEL:

During the year under review, following changes occurred in the Key Managerial Personnel (KMP) of the of the Company.

Ms. Bhumi Mistry, Company Secretary, resigned with effect from 24^th April, 2024.

Mr. Digambar Goli was appointed as Company Secretary with effect from

11^th July, 2024 and subsequently resigned with effect from 10^th October, 2024.

Ms. Krishana Sharma was appointed as Company Secretary with effect from 09^th January, 2024 and continues to hold office.

The Board places on record its appreciation for the valuable contribution made by the Key Managerial Personnel who resigned during the year and welcomes the newly appointed members to the Company.

9. REMUNERATION TO DIRECTORS:

Details pertaining to the remuneration of the Directors as required under Schedule V to the Companies Act, 2013 have been provided in the Corporate Governance Report forming part of this Annual Report.

10. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN

EMPLOYEES:

The information / details pertaining to remuneration to be disclosed by listed companies in terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in an annexure which forms part of the Directors Report.

11. NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The policy is in compliance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 and is available on the Companys website at www.inlandprinters.in

12. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors have given declarations that they meet with the criteria of independence as prescribed under sub section (6) of section 149 of the Act and regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and also complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

13. DISLOSURE OF FRAUDS REPORTED UNDER SECTION 143 OF COMPANIES ACT,

2013:

During the year under review, the Directors of the Company do not observe any contract, arrangement and transaction which could result in a fraud; the director hereby ensures that the Company has not been encountered with any fraud or fraudulent activity during the financial year 2024-2025.

14. COMMITTEES OF BOARD:

As on 31^st March, 2025, the Company has following Statutory Committees:

a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholder Relationship Committee d. Independent Directors Committee

The Board decides the terms of reference for these companies. The details as to the composition, terms of reference, number of meetings and related attendance, etc. of these Committees are provided in detail, in the Corporate Governance Report which forms a part of this Annual Report.

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES:

The Board meets at regular intervals to discuss and decide on the Companys policies and strategy apart from other Board matters.

The notice of Board Meeting is given well in advance to all the Directors. The Agenda of the Board/ Committee meetings is generally circulated at least a week prior to the date of the meeting.

During the Financial Year 2024-25, Twelve (12) Board Meetings and Six (5) Audit committee meetings were convened and held. Details of each such other committee meetings are given in the Corporate Governance Report which forms a part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Resolution by Circular

Apart from various meetings, the Board also considered and approved certain matters by circular resolutions, which were ratified at the next meeting of the Board as required in terms of the Act.

16. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS:

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees

The performance of Board, Committees and Individual Directors was evaluated on the basis of criteria such as:

Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance of Executive Directors, succession planning, strategic planning, etc.

Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience, and expertise to provide feedback and guidance to top management on business strategy, governance, risk and understanding of the organizations strategy, etc.

Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017

17. MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis on the business and operations of the Company forming part of this report is given as a separate section of the annual report.

18. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures made from the same:

a) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for that period.

b) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

c) That the Directors have prepared the Annual accounts on a going concern basis.

d) The directors have laid down Internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

e) 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.

19. COST AUDITOR:

The provisions of Cost Audit as prescribed under section 148 of the Act, are not applicable to the Company.

20. AUDITORS

Statutory Auditors:

At the Annual General Meeting (AGM) held on 25^th September, 2024, M/s YRKDAJ and Associates LLP., Chartered Accountants Mumbai were appointed as statutory auditors of the Company in place of resigning Auditor M/s NGS & Co. LLP., Chartered Accountants.

M/s YRKDAJ and Associates LLP Statutory Auditors of the Company shall hold office till the conclusion of the 49^thAGM of the Company

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s Yatin Sangani and Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report (e-form MR-3) is annexed herewith as Annexure-A.

In accordance with the recent amendments to the Listing Regulations, the Board has recommended to the members for their approval, appointment of M/s Yatin Sangani and Associates, Practising Company Secretary, 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.

21. AUDITORS REPORT:

Since notes to account are self-explanatory, no further explanation is given by the Board as such except the fact that the Board has prepared the accounts on the basis of ‘going concern basis. This has been done in view of the plans of the Board which envisage the revival of business in the Company. The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended 31st March, 2025. However, the Annexure A of the Independent Audit Report contains the remark in respect of pending statutory dues:

Undisputed statutory dues including Goods and Services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess have been regularly deposited by the company with the appropriate authorities in all cases during the year, except Professional tax. The Board of Directors are taking necessary steps to register with Profession Tax authority and pay the outstanding dues.

Name of the Statute	Nature of the Dues	Amount (Rs.)
Maharashtra State Tax on Professions, Trades, Calling and Employment Act, 1975	Professional Tax - Employees	Rs. 15,500
Maharashtra State Tax on Professions, Trades, Calling and Employment Act, 1975	Professional Tax - Company	Rs. 12,500

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any Loans or Guarantees nor made any Investments covered under the provisions of Section 186 of the Companies Act, 2013.

23. PARTICULARS OF EMPLOYEES:

There were no employees to whom the gratuity or any other retirement benefits were payable during the financial year 2024 -25, by the Company.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There are no materially significant related party transactions made by the Company with the promoters, Directors or Key managerial personnel which may have a potential conflict of interest with the interest of the Company at large. Form AOC-2 as required under subsection (3) of section 134 of the Companies Act, 2013 is enclosed vide "Annexure B"

25. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES:

The Company has no Subsidiaries, Associate or Joint Ventures, during the year under review.

26. PUBLIC RELATIONS:

Your Directors recognize and appreciate the sincere work, dedicated efforts and contribution of all the directors and stakeholders during the year.

27. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

(IEPF):

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

28. TRANSFER TO RESERVES:

During the year under review, no amount has been transferred to the reserves pursuant to the provisions of section 134(3)(j) of the Act in view of the losses incurred by the Company.

29. ISSUE OF SHARES:

The Company during the year under review has not issued any Sweat equity shares or shares with differential rights or under Employee stock option scheme nor did it buy back any of its shares.

30. CORPORATE GOVERNANCE:

In terms of Clause 15(2)(a) of SEBI(LODR) Regulations, 2015, the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 and para C, D and E of schedule V are not applicable to the Company. However, the Company has been observing best corporate governance practices and is committed to adhere to the Corporate Governance requirements on ongoing basis.

31. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 and 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2025, is available on Companys website www.inlandprintersltd.com.

32. CASH FLOW STATEMENT:

In conformity with the Indian Accounting Standard - 7 issued by the Institute of Chartered Accountants of India and the provisions of Clause 32 of the Listing Agreement with the BSE Limited, the Cash Flow Statement for the year ended March 31, 2025 is annexed to the accounts.

33. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of section 135(1) and 135(2) of the Act read with Rule 8 of Companies (CSR) Rules are not applicable to the Company as it is not falling under the criteria mentioned in the Act.

34. RISK MANAGEMENT POLICY

The Company follows a proactive risk management policy, aimed at protecting its assets and employees which at the same time ensuring growth and continuity of its business. Further, regular updates are made available to the Board at the Board meeting and in special cases on ad-hoc basis.

35. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company, as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

36. MANAGERIAL REMUNERATION

.

Mr. Kishor Sorap, Whole Time Director of the Company has been paid a remuneration as per the details given in the Corporate Governance Report.

37. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION:

Since the Company does not have a manufacturing unit, provisions of Section 134(3)(m) of the Act read with Rule 8(3)(A) & (B) of the Companies (Accounts) Rules, 2014, as amended from time to time, provisions regarding conservation of energy and technology absorption are not applicable.

38. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, there were no Foreign Exchange transactions.

39. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Chairman of the Audit Committee of the Board is the authority to whom reporting is made in this regard.

40. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism as per the provisions of section 177(9) of the Act.

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /

COURTS, IF ANY:

The Approval of National Company Law Tribunal, ("NCLT") is sought under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 to the Scheme of Amalgamation of Parthiv Corporate Advisory Private Limited ("Transferor Company") with Inland Printers Limited ("Transferee Company) and their respective Shareholders ("Scheme").

42. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and on the date of this report.

43. CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE:

Since the number of workers in the Company is less than 10, the Company has not constituted the Internal Complaint Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

44. OTHERS:

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year: Not applicable

The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof: Not applicable.

45. GENERAL:

Your Directors state that during the year under review, there were no cases filed or reported pursuant to the sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

46. LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2024-2025 to the BSE where the Companys Shares are listed and traded.

47. SECRETARIAL STANDARDS ISSUED BY ICSI:

The Company is in compliance with all the applicable Secretarial Standards as specified by the Institute of Company Secretaries of India (ICSI).

48. INDIAN ACCOUNTING STANDARDS:

The Ministry of Corporate Affairs (MCA) on 16th February 2015, notified that Indian Accounting Standards (Ind AS) are applicable to certain classes of Companies from 1^st April, 2016 with a transition date of April 1, 2015. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to the Company from 1st April, 2017.

49. RISKS AND CONCERNS:

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The main risks inter alia include strategic risk, operational risk, financial risk and compliances & legal risk.

50. DISCLAIMER:

Certain statement in the management discussion and analysis may be forward looking within the meaning of applicable securities laws and regulations and actual results may differ materially from those expressed or implied. Factors that would make differences to Companys operations include competition, price realization, changes in government policies and regulations, tax regimes, economic development and other incidental factors.

51. ACKNOWLDEGEMENTS:

Your Company and its Directors wish to sincerely thank all the service providers for their continuing support and co-operation.

Your Directors also sincerely thank the shareholders for the confidence reposed by them in the Company and for the continued support and co-operation extended by them.