International Data Management Ltd Directors Report

To the Members

International Data Management Limited

The Board of Directors of the Company presents herewith the 48^thAnnual Report together with the Audited Accounts of the

Company for the financial year ended 31^st March, 2025.

The highlights of the financial results of the Company are as follows:

(Rs. in Lacs)

2. STATE OF COMPANYS AFFAIRS/OPERATIONS

During the year under review loss of Rs.12.83 Lacshas been reported by the Company as against the loss of Rs.17.47Lacs for the previous year.

No business could be undertaken due to paucity of working capital and other business constraints.

3. DIVIDEND

In view of the loss incurred during the year under review and past accumulatedlosses, the Board of Directors of the Company does not recommend any dividend for the financial year ended March 31,2025.

4. RESERVES & SURPLUS

In absence of profits during the year under review, no amount has been transferred to reserves.

5. EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of the Section 92(3) and 134(3)(a) of the Companies Act, 2013 the Annual Return of the Company is available on the website of the Company athttps://idmlimited.in/annual-return/

8. HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

During the financial year ended March 31, 2025, the Company had no holding, subsidiary, associate or joint venture company. In view of this Form AOC-1 is not attached with the financial statements of the Company.

The Company is an Associate Company of HCL Corporation Private Limited (“HCL Corporation”) as per the provisions of section 2(6) of the Companies Act, 2013.During the period under review, the Company received an intimation under Regulation 30A read with Clause 5A of Para A of Part A of Schedule III of SEBI (LODR) Regulations, 2015, regarding a gift deed dated 6^th March, 2025, executed by Mr. Shiv Nadar in favor of his daughter, Ms. Roshni Nadar Malhotra for the transfer of his 47% shareholding in HCL Corporation, Promoter Company. Consequent to the aforesaid transfer, Ms. Roshni Nadar Malhotra has acquired control and become the majority shareholder of hCl Corporation. SEBI has granted an exemption order under Regulation 11 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, and accordingly, no open offer obligation was triggered.

9. SHARE CAPITAL: There was no change in the share capital of the Company during the year under review.

1. Issue of equity shares with differential rights - NIL
2. Issue of sweat equity shares - NIL
3. Issue of employee stock option - NIL
4. Provision of moneys by company for purchase of its own shares - NIL

8. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

1. in the preparation of the Annual Accounts for the financial year ended at 31^st March, 2025; the applicable accounting standards have been followed along with proper explanation relating to material departures, wherever applicable;
2. appropriate accounting policies have been selected and applied consistently and that the judgments and estimates made 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 lossof the Company for the said period;
3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. in view of expected future business, the annual accounts for the financial year ended on 31^st March, 2025 have been prepared on a going concern basis;
5. the internal financial controls were followed by the Company and that internal financial controls are adequate and were operating effectively; and
6. proper systems were devised to ensure compliance with the provision of all applicable laws and the systems were adequate and operating effectively.

8. SECRETARIAL STANDARD

The Company complies with all applicable secretarial standards as issued by the Institute of Company Secretaries of India.

9. INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid out in subsection (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.

10. MANAGEMENTS DISCUSSION AND ANAYLSIS

Since the Company does not have any operations during the year under review, therefore there is no data to be reported under Management Discussion and Analysis as required in terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirement) Regulations, 2015.

11. CORPORATE GOVERNANCE REPORT

As per Regulation 15(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance are not applicable on the “Companies having paid up equity share capital not exceeding Rs. 10 crores and Net Worth not exceeding Rs. 25 crores, as on the last day of the previous financial year”. Since the Company fulfils the criteria(s) as mentioned above, the Company is exempted from complying with the Corporate Governance provisions as envisaged under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and therefore report on Corporate Governance for the year under review is not required to be enclosed along with this report.

12. COMPENSATION POLICY FOR BOARD AND SENIOR MANAGEMENT

Based on the recommendations of the Nomination and Remuneration Committee, the Board had approved the Nomination and Remuneration Policy for Directors, KMP, Senior Management and other employees of the Company. The Nomination and Remuneration Policy is annexed to this report as Annexure 1.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loan, provided guarantees or made investments under the provisions of Section 186 of the Companies Act, 2013.

14. RELATED PARTY TRANSACTIONS

During the year under review, the Company has not entered into any contract or arrangement with any related party attracting the provisions of Section 188 of the Companies Act, 2013. In view of this Form AOC-2 is not attached with this report.

Further, there have been no materially significant related party transactions between the Company and the Directors, the management, the associate or the relatives except for those disclosed in the financial statements.

15. MATERIAL CHANGES AND COMMITMENTS

During the period between the close of the financial year of the Company to which the financial statements relate and the date of this report, there were no material changes and commitments that affects the financial position of the Company.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Retirement by rotation:

Pursuant to Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one third of such of the directors as are liable to retire by rotation, shall retire at every Annual General Meeting. The retiring directors may offer themselves

for re-appointment at every Annual General Meeting. Accordingly, Mr.Sunil Kumar Shrivastava, Director,shall retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment in accordance with the provisions of Companies Act, 2013.

2. Change in Directors:

• The second consecutive term of appointment of Mr. P S Ravishankar (DIN 00016364) and Mr. Suresh Chand Sharma (DIN 02435235) as Nonexecutive Independent Director(s) of the Company ended on 30^thMarch, 2025. Consequently, Mr. P S Ravishankar and Mr. Suresh Chand Sharma ceased to be Nonexecutive Independent Director(s) of the Company with effect from 30^thMarch, 2025.
• Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on 29^thMarch, 2025, appointed Mr. Vikram Shastry and Ms. Pamela Srivastava as Non-executive Independent Directors of the Company for a period of five (5) years w.e.f. 31st March, 2025. Further, the Board also approved reappointment of Mr. Sashi Sekhar Mishra, Director of the Company as the Manager for a period of five (5) years w.e.f. 31^st March, 2025 to 30^th March, 2030. The aforesaid appointments were subject to the approval of the shareholders of the Company which was sought through postal ballot. The shareholders of the Company approved the aforesaid appointment of both the Independent Directors and reappointment of manager with requisite majority and the result of postal ballot was declared on 30^th June, 2025. Except as mentioned above there was no other change in the Directors or Key Managerial Personnel of the Company, during the period under review.

1. Formal Annual Evaluation: The Board has carried out an evaluation of its own performance, the Directors individually and the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Stakeholder Relationship Committee.

8. COMMITTEES OF BOARD:

The Audit Committee which was constituted on March 31,2015, was re-constituted on February 12, 2019 and March 29, 2025. The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to monitor and provide effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

‘inducted w.e.f. 31 March, 2025. Mr. Suresh Chand Sharma and Mr. P S Ravishankar ceased to be members w.e.f. 30 March, 2025.

The Nomination & Remuneration Committee which was constituted on March 31, 2015,was re-constituted on February 12, 2019 and March 29, 2025. The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to recommend suggestions to the Board of Directors pertaining to the Remuneration Policy for Directors, KMP and all other employees of the Company.

‘inducted w.e.f. 31 March, 2025. Mr. Suresh Chand Sharma and Mr. P S Ravishankar ceased to be members w.e.f. 30 March, 2025.

The Nomination and Remuneration Policy of the Company is Annexed to this Report as Annexure 1.

100. Stakeholder Relationship Committee

The Stakeholder Relationship Committee which was constituted on March 31, 2015, was re-constituted on February 12, 2019 and March 29, 2025.The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to consider and resolve the grievances of Security Holders of the Company.

During the Financial Year 2024-25, the Committee met 4 (four) times on 27^th May, 2024; 12^th August, 2024; 12^th November, 2024 and 11^th February, 2025. As on the date of this report, the Committee comprises of:

‘inducted w.e.f. 31 March, 2025. Mr. Suresh Chand Sharma and Mr. P S Ravishankar ceased to be members w.e.f. 30 March, 2025.

1. Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee was constituted on February 12, 2019, was re-constituted on March 29, 2025.During the Financial Year 2024-25, the Committee met once on 27^th May, 2024. As on the date of this report, the Committee comprises of:

The CSR Policy of the Company can be viewed at https://idmlimited.in/policies-2/

A brief outline of the CSR Policy of the Company and other details as required in prescribed under Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 are set out in Annexure 2 of this Report.

8. Vigil Mechanism

The Board at its meeting held on March 31, 2015, approved the Vigil Mechanism that provides a formal mechanism for all Directors, employees and vendors of the Company to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct.

The Vigil mechanism provides a channel to the employees, Directors etc to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements and reports, etc. The Vigil Mechanismpolicy of the Company is available on the C o m p a n y s w e b s i t e a t b e l o w l i n k : https://idmlimited.in/policies-2/

No individual was denied access to the Audit Committee for reporting concerns, if any, during the year under review. Further, the Vigil Mechanism prescribes adequate safeguard against the victimization.

During the year under review, no compliant was received from any Whistle Blower.

9. Independent Directors meeting

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25 (3) of the SEBI Listing Regulations, 2015, a separate meeting of the independent directors was convened on11^th February, 2025.Without the attendance of non-independent directors and members of management, inter alia, theindependent directors discussed the following:

1. Review the performance of non-independent directors and the board as a whole;

2. Review the performance of the chairperson of the Company, taking into account the views of executive directors and non-executive directors;
3. Assess the quality, quantity and timeliness of flow of information between the Company Management and the board that is necessary for the Board to effectively and reasonably perform their duties; and
4. Review the responsibility of independent directors with regards to internal financial controls.

8. AUDITORS AND AUDITORS REPORT Statutory Auditors

Pursuant to the recommendation of the Audit Committee and the Board of Directors, the shareholdersat the 47^th Annual General Meeting of the Company held on 26^th September, 2024, approved the appointment of M/s. V. Nagarajan & Co., Chartered Accountants, (Firm Registration No. 004879N) as the Statutory Auditors of the Company, for a period of 5 (Five) consecutive years from the conclusion of the 47^th Annual General Meeting till the conclusion of the 52^nd Annual General Meeting to be held in the year 2029.

The Auditors Report with notes to accounts are selfexplanatory and, therefore, do not call for further comments. The Audit Report does not contain any qualification, reservation or adverse remarks.

Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee, had appointed Mr. Nitin Agarwal (M.No 433893) a qualified Chartered Accountant as the Internal Auditors of the Company for the financial year 2024-25.

Secretarial Auditor

The Board has appointed M/s Rana & Associates, Practicing Company Secretaries (CP No. 22302) to conduct the secretarial audit for the financial year 202425 i.e. from 1^stApril, 2024 to 31^st March, 2025. The Secretarial Audit report is annexed herewith marked as Annexure 3 to this report.

The Secretarial Auditor in his report has mentioned that as per Regulation 6 (1) of SEBI (LODR) Regulations, 2015, (Regulations/circulars/guidelines Compliance

Officer shall be an officer, who is in whole time including specific clause) employment of the listed entity, not more than one level below the board of directors and shall be designated as a Key Managerial Personnel. The Compliance Officer is not in whole time employment of the listed entity.

The Management of the Company is commitment to comply with the applicable laws/regulations in its true spirit. Since the Company does not have any operations, the role of the Company Secretary and Compliance Officer has been fulfilled by deputation of a qualified Company Secretary from the Group Company on a fulltime basis, who directly reports to the Board of Directors of the Company. This arrangement ensures effective compliance oversight, notwithstanding the technical requirement under Regulation 6(1) of SEBI (LODR) Regulations, 2015.

Based on the recommendation of the Audit Committee, the Board of Directors at their meeting held on 12 August, 2025 had approved the appointment of M/s Rana & Associates, Company Secretaries (Peer Review No. 5647/2024) as Secretarial Auditor of the Company for a term of 5 (five) consecutive years from the financial year 2025-26 till 2029-30, subject to the approval of Shareholders at the ensuing Annual General Meeting of the Company.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO

Considering the nature of activities of your Company and fact that there has been no business in the Company during the year under review, there are no particulars to be furnished in respect of conservation of energy and technology absorption. There were no foreign exchange earning and outgo during the year under review.

10. PARTICULARS OF EMPLOYEES

During the year under review, there were no employees covered under section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014. Due to paucity of resources, no remuneration was paid to managerial personnel & KMPs of the Company, during the year under review. In view of above, the statement of disclosure of Remuneration as required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules), is not applicable for the period under review.

11. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls commensurate with the volume of the transactions of the Company and are operating effectively. During the year under review, such controls were tested and no reportable material weakness was observed.

12. RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Company has laid down Risk Management Policy to inform Board Members about the risk assessment and minimization procedures.

13. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors have not reported any incident of fraud by the officers or employees of the Company for the financial year under review.

14. PUBLIC DEPOSITS

As on 31^st March, 2025, neither the Company has not accepted any public deposit nor there is any unclaimed deposit. Further, there is no amount of principal or interest outstanding on public deposit as on the date of Balance Sheet.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There were no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

16. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION- PROHIBITION AND REDRESSAL) ACT, 2013

In view of number of employees being less than prescribed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 Internal Complaints Committee under the said Act is not required to be constituted. Further, no compliant regarding sexual harassment was received during the year under review and no compliant was outstanding.

17. MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by Central Government under Section 148(1) of Companies Act, 2013 is not applicable to the Company.

18. RECLASSIFICATION OF PROMOTER

Pursuant to Regulation 31A the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had received a request from Apollo Trading and Finance Private Limited, one of the Promoter of the Company (“Apollo Trading”) on 2nd May, 2025 for its reclassification from “Promoter” Category to “Public”

Category. Apollo Trading holds 38,220 equity shares (1.74%) of the Company. The Company vide letter dated 2 May, 2025, informed BSE Limited (Stock Exchange on which the equity shares of the Company are listed) about receipt of aforesaid request from Apollo Trading. Consequent to the approval of the Board of Directors at their meeting held on 28 May, 2025, the Company submitted an application for reclassification of Promoter with BSE Limited on 31 May, 2025. The said application is pending for approval of the Exchange.

34. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items, for the year under review:

1. No application has been admitted against the Company under the Insolvency and Bankruptcy Code, 2016.
2. There was no instance of one-time settlement with any bank or financial institution.
3. The Company does not have any subsidiary Company, therefore providing details of payment of remuneration/commission to executive directors from subsidiary companies is not applicable.
4. As on date of this report no employee stock option plan of the Company exists and accordingly no stock options have been granted by the Company till date.
5. There was no instance of issue of equity shares with differential rights as to dividend, voting or otherwise and Issue of shares (including sweat equity shares) to employees.
6. There were no unclaimed and unpaid dividends amount / the corresponding shares which were due to be transferred to Investor Education and Protection Fund during the financial year 2024-25.
7. 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.
8.  
9. The equity shares of the Company are listed at the BSE Limited (Scrip Code 517044). The Company has paid the annual listing fee for the financial year 2025-26 to BSE Limited.
10. During the year under review, the Company did not obtain any credit rating.
11. There was no buy-back of shares under Section 67(3) of the Companies Act, 2013.

34. ACKNOWLEDGMENT

The Directors wish to record their appreciation to the Government authorities, Bankers and Shareholders for their co-operation and unstinted support extended to the Company during the year under review.

Sd/-

Director

DIN: 00259961

Address: S-1/730,Sector-5, Vaishali, Ghaziabad -201012

Sd/-

Director & Manager

DIN: 03072330

Address: YB-355, Lane No. 16, Pocket-6, NTPC Anandam Society, Greater Noida (UP) - 201308